10-Q

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2014
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.)

One Federal Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices, Including Zip Code)

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

745 Atlantic Avenue, Boston, MA 02111
(Former Address, if Changed Since Last Report)

        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 smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

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

        Number of shares of the registrant's Common Stock at April 25, 2014: 191,955,783

IRON MOUNTAIN INCORPORATED

Index

	Page
PART I—FINANCIAL INFORMATION
Item 1—Unaudited Consolidated Financial Statements		3
Consolidated Balance Sheets at December 31, 2013 and March 31, 2014 (Unaudited)		3
Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2014 (Unaudited)		4
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2014 (Unaudited)		5
Consolidated Statements of Equity for the Three Months Ended March 31, 2013 and 2014 (Unaudited)		6
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2014 (Unaudited)		7
Notes to Consolidated Financial Statements (Unaudited)		8
Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations		46
Item 4—Controls and Procedures		67
PART II—OTHER INFORMATION
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds		67
Item 6—Exhibits		68
Signatures		69

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, 2013			March 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	120,526		$	169,906
Restricted cash		33,860			33,860
Accounts receivable (less allowances of $34,645 and $35,544 as of December 31, 2013 and March 31, 2014, respectively)		616,797			626,116
Deferred income taxes		17,623			25,975
Prepaid expenses and other		144,801			131,772
Total Current Assets		933,607			987,629
Property, Plant and Equipment:
Property, plant and equipment		4,631,067			4,642,183
Less—Accumulated depreciation		(2,052,807	)		(2,080,397	)
Property, Plant and Equipment, net		2,578,260			2,561,786
Other Assets, net:
Goodwill		2,463,352			2,466,001
Customer relationships and acquisition costs		605,484			619,610
Deferred financing costs		45,607			43,939
Other		26,695			27,652
Total Other Assets, net		3,141,138			3,157,202
Total Assets	$	6,653,005		$	6,706,617
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	52,583		$	55,084
Accounts payable		216,456			167,637
Accrued expenses		461,338			417,697
Deferred revenue		228,724			227,432
Total Current Liabilities		959,101			867,850
Long-term Debt, net of current portion		4,119,139			4,288,605
Other Long-term Liabilities		68,219			69,944
Deferred Rent		104,244			109,919
Deferred Income Taxes		344,468			319,128
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 191,426,920 shares and 191,920,929 shares as of December 31, 2013 and March 31, 2014, respectively)		1,914			1,919
Additional paid-in capital		980,164			984,585
Retained earnings		73,920			63,297
Accumulated other comprehensive items, net		(8,660	)		(6,983	)
Total Iron Mountain Incorporated Stockholders' Equity		1,047,338			1,042,818
Noncontrolling Interests		10,496			8,353
Total Equity		1,057,834			1,051,171
Total Liabilities and Equity	$	6,653,005		$	6,706,617

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 March 31,
	2013			2014
Revenues:
Storage rental	$	442,469		$	458,889
Service		304,562			311,237
Total Revenues		747,031			770,126
Operating Expenses:
Cost of sales (excluding depreciation and amortization)		321,076			335,145
Selling, general and administrative		223,451			214,780
Depreciation and amortization		80,201			86,433
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(539	)		(8,307	)
Total Operating Expenses		624,189			628,051
Operating Income (Loss)		122,842			142,075
Interest Expense, Net (includes Interest Income of $225 and $1,526 for the three months ended March 31, 2013 and 2014, respectively)		63,182			62,312
Other Expense (Income), Net		2,739			5,317
Income (Loss) from Continuing Operations
Before Provision (Benefit) for Income Taxes		56,921			74,446
Provision (Benefit) for Income Taxes		38,571			31,725
Income (Loss) from Continuing Operations		18,350			42,721
Income (Loss) from Discontinued Operations, Net of Tax		2,184			(612	)
Net Income (Loss)		20,534			42,109
Less: Net Income (Loss) Attributable to Noncontrolling Interests		1,148			442
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	19,386		$	41,667
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.10		$	0.22
Total Income (Loss) from Discontinued Operations	$	0.01		$	(0.00	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.10		$	0.22
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.10		$	0.22
Total Income (Loss) from Discontinued Operations	$	0.01		$	(0.00	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.10		$	0.22
Weighted Average Common Shares Outstanding—Basic		190,213			191,879
Weighted Average Common Shares Outstanding—Diluted		192,110			193,069
Dividends Declared per Common Share	$	0.2700		$	0.2700

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

4

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2013			2014
Net Income (Loss)	$	20,534		$	42,109
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments		(14,947	)		1,788
Total Other Comprehensive (Loss) Income		(14,947	)		1,788
Comprehensive Income (Loss)		5,587			43,897
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		1,163			553
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	4,424		$	43,344

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

5

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, 2012	$	1,162,448			190,005,788	$	1,900	$	942,199	$	185,558		$	20,314		$	12,477
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,705		12,608			606,077		6		12,602		—			—			—
Parent cash dividends declared		(52,448	)		—		—		—		(52,448	)		—			—
Currency translation adjustment		(14,947	)		—		—		—		—			(14,962	)		15
Net income (loss)		20,534			—		—		—		19,386			—			1,148
Noncontrolling interests equity contributions		464			—		—		—		—			—			464
Noncontrolling interests dividends		(582	)		—		—		—		—			—			(582	)
Balance, March 31, 2013	$	1,128,077			190,611,865	$	1,906	$	954,801	$	152,496		$	5,352		$	13,522

				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, 2013	$	1,057,834			191,426,920	$	1,914	$	980,164		$	73,920		$	(8,660	)	$	10,496
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax charge of $185		4,821			494,009		5		4,816			—			—			—
Parent cash dividends declared		(52,290	)		—		—		—			(52,290	)		—			—
Currency translation adjustment		1,788			—		—		—			—			1,677			111
Net income (loss)		42,109			—		—		—			41,667			—			442
Noncontrolling interests dividends		(196	)		—		—		—			—			—			(196	)
Purchase of noncontrolling interests		(2,895	)		—		—		(395	)		—			—			(2,500	)
Balance, March 31, 2014	$	1,051,171			191,920,929	$	1,919	$	984,585		$	63,297		$	(6,983	)	$	8,353

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

6

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2013			2014
Cash Flows from Operating Activities:
Net income (loss)	$	20,534		$	42,109
(Income) Loss from discontinued operations		(2,184	)		612
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation		70,095			74,713
Amortization (includes deferred financing costs and bond discount of $1,910 and $1,906 for the three months ended March 31, 2013 and 2014, respectively)		12,016			13,626
Stock-based compensation expense		5,710			7,141
(Benefit) Provision for deferred income taxes		(3,003	)		(22,317	)
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(539	)		(8,307	)
Foreign currency transactions and other, net		11,185			693
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable		(7,610	)		(9,209	)
Prepaid expenses and other		31,712			31,441
Accounts payable		28,232			(7,068	)
Accrued expenses and deferred revenue		(58,501	)		(77,216	)
Other assets and long-term liabilities		(1,912	)		9,423
Cash Flows from Operating Activities-Continuing Operations		105,735			55,641
Cash Flows from Operating Activities-Discontinued Operations		870			—
Cash Flows from Operating Activities		106,605			55,641
Cash Flows from Investing Activities:
Capital expenditures		(95,418	)		(107,856	)
Cash paid for acquisitions, net of cash acquired		74			(30,781	)
Investment in restricted cash		(1	)		—
Additions to customer relationship and acquisition costs		(4,636	)		(8,158	)
Proceeds from sales of property and equipment and other, net		(517	)		17,892
Cash Flows from Investing Activities-Continuing Operations		(100,498	)		(128,903	)
Cash Flows from Investing Activities-Discontinued Operations		(10	)		—
Cash Flows from Investing Activities		(100,508	)		(128,903	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(355,367	)		(2,454,691	)
Proceeds from revolving credit and term loan facilities and other debt		386,506			2,876,047
Early retirement of senior subordinated notes		—			(247,275	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		194			(2,317	)
Parent cash dividends		(51,662	)		(52,735	)
Proceeds from exercise of stock options and employee stock purchase plan		5,005			2,417
Excess tax benefits (deficiency) from stock-based compensation		1,705			(185	)
Payment of debt financing costs		(469	)		(422	)
Cash Flows from Financing Activities-Continuing Operations		(14,088	)		120,839
Cash Flows from Financing Activities-Discontinued Operations		—			—
Cash Flows from Financing Activities		(14,088	)		120,839
Effect of Exchange Rates on Cash and Cash Equivalents		(5,425	)		1,803
(Decrease) Increase in Cash and Cash Equivalents		(13,416	)		49,380
Cash and Cash Equivalents, Beginning of Period		243,415			120,526
Cash and Cash Equivalents, End of Period	$	229,999		$	169,906
Supplemental Information:
Cash Paid for Interest	$	65,617		$	86,232
Cash Paid for Income Taxes	$	9,013		$	9,958
Non-Cash Investing and Financing Activities:
Capital Leases	$	20,146		$	(2,183	)
Accrued Capital Expenditures	$	26,442		$	36,110
Dividends Payable	$	53,823		$	54,698

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

7

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, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") store records, primarily paper documents and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America and Asia Pacific. We have a diversified customer base consisting 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 (the "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 thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed on February 28, 2014.

        On June 2, 2011, we sold (the "Digital Sale") 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 April 27, 2012, we sold our records management operations in Italy. The financial position, operating results and cash flows of the Digital Business and our Italian operations, including the gain on the sale of the Digital Business and the loss on the sale of our Italian operations, 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 highly liquid 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 workers' compensation self-insurance program. The restricted cash subject to this

8

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)

agreement was $33,860 as of both December 31, 2013 and March 31, 2014, 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 the functional currencies for our operations outside the U.S., with the exception of certain foreign holding companies and our financing centers in Switzerland, whose functional currency is 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 in the accompanying Consolidated Balance Sheets. 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 previously outstanding 7¹/4% GBP Senior Subordinated Notes due 2014 (the "7¹/4% Notes"), (2) our 6³/4% Euro Senior Subordinated Notes due 2018 (the "6³/4% Notes"), (3) the borrowings in certain foreign currencies under our revolving credit facility 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, in the accompanying Consolidated Statements of Operations. The total gain or loss on foreign currency transactions amounted to a net loss of $3,565 and $6,438 for the three months ended March 31, 2013 and 2014, 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, 2013 and noted no impairment of goodwill at such date. As of December 31, 2013 and March 31, 2014, no factors were identified that would alter our October 1, 2013 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.

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)

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2013 were as follows: (1) North America; (2) United Kingdom, Ireland, Norway, Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); (3) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("Emerging Markets"); (4) Latin America; (5) Australia, China, Hong Kong and Singapore ("Asia Pacific"); and (6) India, Russia and the Ukraine ("Emerging Market Joint Ventures"). Based on our goodwill impairment assessment, all of our reporting units with goodwill had estimated fair values as of October 1, 2013 that exceeded their carrying values by greater than 15%. As of December 31, 2013, the carrying value of goodwill, net amounted to $1,849,440, $375,954, $88,599, $93,149 and $56,210 for North America, Western Europe, Emerging Markets, Latin America and Asia Pacific, respectively. Our Emerging Market Joint Ventures reporting unit had no goodwill as of December 31, 2013.

        Beginning January 1, 2014, as a result of the changes in our reportable segments associated with our reorganization (see Note 7 for a description of our reportable operating segments), we now have 12 reporting units. Our North American Records and Information Management Business segment includes the following three reporting units: (1) North American Records and Information Management; (2) technology escrow services that protect and manage source code ("Intellectual Property Management") and (3) 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 Services"). The North American Data Management Business segment is a separate reporting unit. The Emerging Businesses reporting unit (which primarily relates to our data center business in the United States and which is a component of Corporate and Other) is also a reporting unit. Additionally, the International Business segment consists of the following seven reporting units: (1) United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Luxembourg, Netherlands, Spain and Switzerland ("New Western Europe"); (2) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("New Emerging Markets"); (3) Latin America; (4) Australia and Singapore; (5) China and Hong Kong ("Greater China"); (6) India; and (7) Russia and the Ukraine. We have reassigned goodwill associated with the reporting units impacted by the reorganization among the new reporting units on a relative fair value basis. The fair value of each of our new reporting units was determined based on the application of preliminary fair value multiples of revenue and earnings, which is our best estimate and preliminary assessment of the goodwill allocations to each of the new reporting units on a relative fair value basis.

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)

        The carrying value of goodwill, net for each of our reporting units as of March 31, 2014 is as follows:

	Carrying Value as of March 31, 2014
North American Records and Information Management(1)	$	1,401,347
Intellectual Property Management(1)		50,439
Fulfillment Services(1)		8,407
North American Data Management(1)		365,049
Emerging Businesses		—
New Western Europe		389,752
New Emerging Markets		90,619
Latin America		92,298
Australia and Singapore		65,853
Greater China		2,237
India		—
Russia and Ukraine		—
Total	$	2,466,001

(1)

We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.

        We concluded that we had an interim triggering event and, therefore, we performed an interim goodwill impairment test as of January 1, 2014 on the basis of these new reporting units during the first quarter of 2014. We concluded that the goodwill for each of our new reporting units was not impaired as of such date. While we continue to refine our preliminary estimates of fair value of certain of our new reporting units for purposes of reallocating goodwill, we do not believe that any such changes to preliminary fair value estimates will result in a change in our conclusion that there is no goodwill impairment as of January 1, 2014.

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)

        The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2014 are as follows:

	North American Records and Information Management Business			North American Data Management Business			International Business			Total Consolidated
Gross Balance as of December 31, 2013	$	1,688,280		$	422,070		$	673,335		$	2,783,685
Non-deductible goodwill acquired during the year		—			—			23,971			23,971
Fair value and other adjustments(1)		(13,213	)		(3,303	)		(2,612	)		(19,128	)
Currency effects		(6,466	)		(1,617	)		5,574			(2,509	)
Gross Balance as of March 31, 2014	$	1,668,601		$	417,150		$	700,268		$	2,786,019
Accumulated Amortization Balance as of December 31, 2013	$	208,729		$	52,181		$	59,423		$	320,333
Currency effects		(321	)		(80	)		86			(315	)
Accumulated Amortization Balance as of March 31, 2014	$	208,408		$	52,101		$	59,509		$	320,018
Net Balance as of December 31, 2013	$	1,479,551		$	369,889		$	613,912		$	2,463,352
Net Balance as of March 31, 2014	$	1,460,193		$	365,049		$	640,759		$	2,466,001
Accumulated Goodwill Impairment Balance as of December 31, 2013	$	85,909		$	—		$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of March 31, 2014	$	85,909		$	—		$	46,500		$	132,409

(1)

Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions.

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)

        The components of our amortizable intangible assets as of March 31, 2014 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	907,801	$	(288,191	)	$	619,610
Core Technology(1)		3,828		(3,591	)		237
Trademarks and Non-Compete Agreements(1)		6,342		(4,121	)		2,221
Deferred Financing Costs		56,532		(12,593	)		43,939
Total	$	974,503	$	(308,496	)	$	666,007

(1)

Included in Other Assets, net in the accompanying Consolidated Balance Sheets.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,016 and $13,626 for the three months ended March 31, 2013 and 2014, 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 ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (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 months ended March 31, 2013 and 2014 was $5,710 ($4,887 after tax or $0.03 per basic and diluted share) and $7,141 ($5,134 after tax or $0.03 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 March 31,
	2013		2014
Cost of sales (excluding depreciation and amortization)	$	70	$	190
Selling, general and administrative expenses		5,640		6,951
Total stock-based compensation	$	5,710	$	7,141

        The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows from continuing operations included $1,705 and $(185) for

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)

the three months ended March 31, 2013 and 2014, respectively, from the benefits (deficiency) of tax deductions compared to 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 from the date of grant and generally have a contractual life of ten years from the date of grant, unless the holder's employment is terminated sooner. Certain of the options we issue become exercisable ratably over a period of ten years from the date of grant and have a contractual life of 12 years from the date of grant, unless the holder's employment is terminated sooner. As of March 31, 2014, ten-year vesting options represented 7.1% of total outstanding options. As of March 31, 2014, three-year vesting options represented 28.3% 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 one year from the date of grant.

        The weighted average fair value of options granted for the three months ended March 31, 2013 and 2014 was $7.69 and $5.60 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:

	Three Months Ended March 31,
Weighted Average Assumptions	2013			2014
Expected volatility		33.8	%		33.9	%
Risk-free interest rate		1.13	%		2.06	%
Expected dividend yield		3	%		4	%
Expected life		6.3 years			6.8 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 three months ended March 31, 2014 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2013		5,145,739		$	24.09
Granted		525,268			30.70
Exercised		(136,656	)		20.63
Forfeited		(80,463	)		23.24
Expired		(59	)		25.31
Outstanding at March 31, 2014		5,453,829		$	24.79		5.05	$	19,635
Options exercisable at March 31, 2014		4,043,021		$	23.99		4.15	$	16,411
Options expected to vest		1,297,099		$	27.06		7.69	$	3,088

        The following table provides the aggregate intrinsic value of stock options exercised for the three months ended March 31, 2013 and 2014:

	Three Months Ended March 31,
	2013		2014
Aggregate intrinsic value of stock options exercised	$	5,446	$	977

Restricted Stock and Restricted Stock Units

        Under our various equity compensation plans, we may also grant restricted stock or RSUs. Our restricted stock and RSUs generally have a three to five year vesting period from the date of grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $1,790 and $434 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. We paid approximately $366 and $831 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, 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 RSU activity for the three months ended March 31, 2014 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		1,435,230		$	29.76
Granted		598,423			27.32
Vested		(438,353	)		31.60
Forfeited		(65,298	)		32.31
Non-vested at March 31, 2014		1,530,002		$	28.17

        No restricted stock vested during each of the three months ended March 31, 2013 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2013 and 2014 was $8,607 and $13,844, respectively.

Performance Units

        Under our various equity compensation plans, we may also make awards of PUs. For the majority of PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue or revenue growth and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 150% (for PUs granted prior to 2014) and 0% to 200% (for PUs granted in 2014) of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of either the one-year performance period (for PUs granted prior to 2014) or the three-year performance period (for PUs granted in 2014). Certain PUs granted in 2013 and 2014 will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the S&P 500 rather than the revenue growth and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. For those PUs subject to a one-year performance period, employees who subsequently terminate their employment after the end of the one-year performance period and on or after attaining age 55 and completing 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 (but delivery of the shares remains deferred). As a result, PUs subject to a one-year performance period are generally expensed over the shorter of (1) the vesting period, (2) achievement of the retirement criteria, which may occur as early as January 1 of the year following the year of grant, or (3) a maximum of three years. Outstanding PUs 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 settlement date of the associated PU and will be forfeited if the PU does not vest. We accrued approximately $573 and $150 of cash dividends on PUs for the three months ended March 31, 2013 and 2014, respectively.

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)

        During the three months ended March 31, 2014, we issued 173,260 PUs. As our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period, we forecast the likelihood of achieving the predefined revenue or revenue growth and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the applicable performance period) or the actual PUs earned (at the one-year anniversary date for PUs granted prior to 2014, and at the three-year anniversary date for PUs granted in 2014) over the vesting period for each of the awards. For the 2013 and 2014 PUs that will be earned based on a market condition, we utilized a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value will be expensed over the three-year performance period. The total fair value of earned PUs that vested during the three months ended March 31, 2013 and 2014 was $908 and $4,030, respectively. There were no cash dividends paid on PUs for the three months ended March 31, 2013. We paid approximately $221 of cash dividends on PUs for the three months ended March 31, 2014. As of March 31, 2014, we expected 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014.

        A summary of PU activity for the three months ended March 31, 2014 is as follows:

	Original PU Awards			PU Adjustment(1)			Total PU Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		334,548			(23,732	)		310,816		$	33.18
Granted		173,260			(52,475	)		120,785			22.84
Vested		(136,801	)		(11,819	)		(148,620	)		27.12
Forfeited		(3,384	)		—			(3,384	)		34.27
Non-vested at March 31, 2014		367,623			(88,026	)		279,597		$	31.92

(1)

Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an 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 have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through 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 purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as

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)

payroll deductions. At the end of the offering period, outstanding options under the ESPP 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 expense for the ESPP shares purchased. In the three months ended March 31, 2013 and 2014, there were no offering periods which ended under the ESPP, and no shares were issued. As of March 31, 2014, we have 1,000,000 shares available under the ESPP.

        As of March 31, 2014, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $55,903 and is expected to be recognized over a weighted-average period of 2.2 years.

        We generally issue shares of our common stock for the exercises of stock options, restricted stock, RSUs, PUs and shares of our common stock 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.

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)

        The following table presents the calculation of basic and diluted income (loss) per share:

	Three Months Ended March 31,
	2013		2014
Income (Loss) from continuing operations	$	18,350	$	42,721
Total income (loss) from discontinued operations (see Note 10)	$	2,184	$	(612	)
Net income (loss) attributable to Iron Mountain Incorporated	$	19,386	$	41,667
Weighted-average shares—basic		190,213,000		191,879,000
Effect of dilutive potential stock options		1,395,106		682,801
Effect of dilutive potential restricted stock, RSUs and PUs		501,974		507,219
Weighted-average shares—diluted		192,110,080		193,069,020
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.10	$	0.22
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.10	$	0.22
Antidilutive stock options, RSUs and PUs, excluded from the calculation		260,298		1,380,962

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 financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis). Service revenues include charges for related service activities, which include: (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

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)

the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) Fulfillment Services; (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies).

        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 period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped 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

        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 and net operating losses that we generate; and (6) our proposed conversion to a real estate investment trust for federal income tax purposes ("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 business operations or a taxable presence. 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.

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)

        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 does not meet the more likely than not standard as defined in GAAP.

        Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4,025 relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%.

        We have a net tax over book outside basis difference related to our foreign subsidiaries. We do not expect this net basis difference to reverse in the foreseeable future and we intend to reinvest any future undistributed earnings of certain foreign subsidiaries indefinitely outside the U.S. We have instances where we have book over tax outside basis differences for certain foreign subsidiaries. These basis differences arose primarily through undistributed book earnings of such foreign subsidiaries of $51,954 and could be reversed through a sale of such foreign subsidiaries, the receipt of dividends from such subsidiaries or certain other events or actions on our part, 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 these book over tax outside basis differences because of the complexities of the hypothetical calculation. We may record additional 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 potential conversion to a REIT, including favorable indications from the U.S. Internal Revenue Service (the "IRS") with regard to our private letter ruling requests, finalization of countries to be included in our plan to convert to a REIT, shareholder approval of certain modifications to our corporate charter and final board of director approval of our conversion to a REIT.

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)

        On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the "Code"), regarding the deduction and capitalization of expenditures related to tangible property. The final regulations replace temporary regulations that were issued in December 2011. Also released were proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for our tax year beginning on January 1, 2014. Early adoption was available, and as such, we early adopted the regulations in 2013. Changes for tax treatment elected by us or required by the regulations will generally be effective prospectively; however, implementation of many of the regulations' provisions will require a calculation of the cumulative effect of the changes on prior years, and it is expected that such amount will have to be included in the determination of our taxable income over a four-year period beginning in 2013. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. We do not believe these regulations will have a material impact on our consolidated results of operations, cash flows and financial position.

        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 an increase of $545 and $966 for gross interest and penalties for the three months ended March 31, 2013 and 2014, respectively. We had $4,874 and $5,598 accrued for the payment of interest and penalties as of December 31, 2013 and March 31, 2014, respectively.

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, 2013 and March 31, 2014 relate to cash and cash equivalents and restricted cash held on deposit with one global bank and one "Triple A" rated money market fund, and two global banks and two "Triple A" rated money market funds, respectively, all of 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 in any one financial institution to a maximum of $75,000. As of December 31, 2013 and March 31, 2014, our cash and cash equivalents and restricted cash balance was $154,386 and $203,766, respectively, including money market funds and time deposits amounting to $36,613 and $59,157, 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.

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)

        Our financial assets or liabilities are required to be 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, 2013 and March 31, 2014, respectively:

			Fair Value Measurements at December 31, 2013 Using
Description	Total Carrying Value at December 31, 2013		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	33,860	$	—		$	33,860		$	—
Time Deposits(1)		2,753		—			2,753			—
Trading Securities		13,386		12,785	(2)		601	(1)		—
Derivative Assets(3)		72		—			72			—
Derivative Liabilities(3)		5,592		—			5,592			—

			Fair Value Measurements at March 31, 2014 Using
Description	Total Carrying Value at March 31, 2014		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	37,018	$	—		$	37,018		$	—
Time Deposits(1)		22,139		—			22,139			—
Trading Securities		13,515		12,971	(2)		544	(1)		—
Derivative Assets(3)		577		—			577			—
Derivative Liabilities(3)		1,822		—			1,822			—

(1)

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

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)

(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, Euro 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 months ended March 31, 2013 and 2014.

l.

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.

m.

Accumulated Other Comprehensive Items, Net

        Accumulated other comprehensive items, net consists of the following:

	December 31, 2013			March 31, 2014
Foreign currency translation adjustments	$	(9,586	)	$	(7,909	)
Market value adjustments for securities, net of tax		926			926
	$	(8,660	)	$	(6,983	)

n.

Other Expense (Income), Net

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

	Three Months Ended March 31,
	2013			2014
Foreign currency transaction losses (gains), net	$	3,565		$	6,438
Other, net		(826	)		(1,121	)
	$	2,739		$	5,317

24

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)

o.

Property, Plant and Equipment and Long-Lived Assets

        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. During the three months ended March 31, 2013 and 2014, we capitalized $9,228 and $4,897 of costs, respectively, associated with the development of internal use computer software projects. 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. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $539 for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business. Consolidated gain on disposal/write-down of property, plant and equipment, net was $8,307 for the three months ended March 31, 2014 and consisted primarily of approximately $9,262 of gains associated with two facilities we disposed of in the United Kingdom.

(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

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)

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, 2013 and March 31, 2014, 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, Australian dollars and Euros. As of March 31, 2014, we had (1) outstanding forward contracts to purchase $302,009 U.S. dollars and sell 182,500 British pounds sterling to hedge our intercompany exposures with our United Kingdom operations; (2) an outstanding forward contract to purchase $61,707 U.S. dollars and sell 67,000 Australian dollars to hedge our intercompany exposures with our Australian operations; and (3) outstanding forward contracts to purchase 167,000 Euros and sell $229,578 U.S. dollars to hedge our intercompany exposures with our European operations. 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 Consolidated Statements 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 months ended March 31, 2013 and 2014, there was $5,799 in net cash receipts and $7,199 in net cash payments, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts.

        Our policy is to record the fair value of each derivative instrument on a gross basis. The following table provides the fair value of our derivative instruments as of December 31, 2013 and March 31, 2014 and their gains and losses for the three months ended March 31, 2013 and 2014:

	Asset Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	72	Prepaid expenses and other	$	577
Total		$	72		$	577

	Liability Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	5,592	Accrued expenses	$	1,822
Total		$	5,592		$	1,822

26

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities (Continued)

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended March 31,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2013			2014
Foreign exchange contracts	Other (income) expense, net	$	(11,150	)	$	2,922
Total		$	(11,150	)	$	2,922

        We have designated a portion of our 6³/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the three months ended March 31, 2013 and 2014, we designated on average 105,667 and 64,208 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 $4,123 ($2,513, net of tax) and foreign exchange gains of $145 ($88, net of tax) 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 Iron Mountain Incorporated Stockholders' Equity for the three months ended March 31, 2013 and 2014, respectively. As of March 31, 2014, cumulative net gains of $7,572, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

(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 (including revenue and earnings) for the current and prior periods are not presented due to the insignificant impact of the 2013 and 2014 acquisitions on our consolidated results of operations. Noteworthy 2014 acquisitions are as follows:

        In January 2014, in order to enhance our international operations, we acquired Tape Management Services Pty Ltd, a storage and data management company with operations in Australia, for approximately $15,300.

        In February 2014, in order to enhance our international operations, we acquired RM Arsiv Yönetim Hizmetleri Ticaret Anonim Sirketi, a storage rental and records management business with operations in Turkey, for approximately $20,900, of which $16,750 was paid in the first quarter of 2014, with the remainder to be paid out based upon a customary working capital adjustment and whether we make claims for indemnification against the former owners of the business.

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 the first quarter of 2014 is as follows:

Cash Paid (gross of cash acquired)	$	32,081	(1)
Total Consideration		32,081
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other		3,177
Property, Plant and Equipment(2)		5,317
Customer Relationship Assets(3)		14,376
Other Assets		34
Liabilities Assumed and Deferred Income Taxes(4)		(14,794	)
Total Fair Value of Identifiable Net Assets Acquired		8,110
Goodwill Initially Recorded	$	23,971

(1)

Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 are net cash acquired of $(1,595) offset by contingent and other payments of $295 related to acquisitions made in previous years.

(2)

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

(3)

The weighted average lives of customer relationship assets associated with acquisitions to date in 2014 was 10 years.

(4)

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

        The acquisitions made in 2014 and certain acquisitions made in 2013 (G4S Secure Data Solutions Colombia S.A.S., G4S Document Delivery S.A.S and Cornerstone Records Management, LLC) 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 for certain 2013 and the 2014 acquisitions will differ meaningfully from preliminary estimates. The purchase price allocations of certain 2013 and the 2014 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 structures), operating 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 comprised the following:

	December 31, 2013					March 31, 2014
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	675,717		$	675,717	$	1,108,537		$	1,108,537
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		247,808			248,117		—			—
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		350,272			355,071		349,854			355,460
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			446,000		400,000			440,750
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		411,518			444,470		411,550			437,767
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(2)(4)		187,960			187,960		181,020			185,998
6% Senior Notes due 2023 (the "6% Notes")(2)(3)		600,000			614,820		600,000			633,000
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		1,000,000			930,000		1,000,000			978,100
Real Estate Mortgages, Capital Leases and Other(5)		298,447			298,447		292,728			292,728
Total Long-term Debt		4,171,722					4,343,689
Less Current Portion		(52,583	)				(55,084	)
Long-term Debt, Net of Current Portion	$	4,119,139				$	4,288,605

(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 (including promissory notes) of subsidiaries owed to us or to one of our U.S. subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under these debt instruments. The fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this long-term debt approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2013 and March 31, 2014, respectively.

(2)

The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on December 31, 2013 and March 31, 2014, respectively.

(3)

Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by substantially all of its direct and indirect 100% 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 Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint

29

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements.

(5)

We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying value.

        On August 7, 2013, we amended our existing credit agreement. The revolving credit facilities (the "Revolving Credit Facility") under our credit agreement, as amended (the "Credit Agreement"), allow IMI and certain of its U.S. and foreign subsidiaries to borrow in U.S. dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros, Brazilian reais and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,500,000. We have the right to request an increase in the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $2,000,000. At the time of the amendment, we repaid all term loans outstanding under our term loan facility of our prior credit agreement. The Revolving Credit Facility terminates on June 27, 2016, at which point all obligations under the Credit Agreement become due. IMI and substantially all of its U.S. subsidiaries guarantee all obligations under the Credit Agreement, and have pledged the capital stock or other equity interests of most of their U.S. subsidiaries, up to 66% of the capital stock or other equity interests of their first-tier foreign subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by them to secure the Credit Agreement. In addition, Canada Company has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it to secure the Canadian dollar subfacility under the Credit Agreement. 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 our consolidated leverage ratio. 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 March 31, 2014, we had $1,108,537 of outstanding borrowings under the Revolving Credit Facility, $603,020 of which was denominated in U.S. dollars, 92,900 of which was denominated in Canadian dollars, 158,200 of which was denominated in British pounds sterling, 104,715 of which was denominated in Euros and 14,900 of which was denominated in Australian dollars; we also had various outstanding letters of credit totaling $4,945. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2014, based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $386,518 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Revolving Credit Facility was 2.7% and ranged from 2.4% to 4.9% as of March 31, 2014. For the three months ended March 31, 2013 and 2014, we recorded commitment fees and letters of credit fees of $610 and $658, respectively, based on the unused balances under the Revolving Credit Facility and outstanding letters of credit.

        In January 2014, we redeemed the 150,000 British pounds sterling (approximately $247,000) in aggregate principal amount outstanding of our 7¹/4% Notes at 100% of par, plus accrued and unpaid interest, utilizing borrowings under our Revolving Credit Facility and cash on-hand.

30

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 uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios. IMI's Credit Agreement net total lease adjusted leverage ratio was 5.0 and 5.1 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 6.5, and its net secured debt lease adjusted leverage ratio was 2.2 and 2.5 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 4.0. IMI's bond leverage ratio (which is not lease adjusted), per the indentures, was 5.1 as of both December 31, 2013 and March 31, 2014, compared to a maximum allowable ratio of 6.5. IMI's Credit Agreement fixed charge coverage ratio was 2.5 as of both December 31, 2013 and March 31, 2014, compared to a minimum allowable ratio of 1.5 under the Credit Agreement. 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, 2013 and March 31, 2014 and for the three months ended March 31, 2013 and 2014 and are prepared on the same basis as the consolidated financial statements.

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

        Additionally, IMI and the Guarantors guarantee the Senior 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 Senior Subsidiary Notes are referred to below as the Non-Guarantors.

        In the normal course of business we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below balance sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below statements of operations with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change.

31

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

        In July 2013, certain of Canada Company's operating subsidiaries (the "Amalgamated Entities") were amalgamated into Canada Company and, as part of our proposed conversion to a REIT, Canada Company contributed certain assets and liabilities into two newly-formed wholly owned entities (the "Canadian Subsidiaries"). The assets, liabilities, equity, results of operations and cash flows of the Amalgamated Entities, previously presented within the Non-Guarantors column, are now presented within the Canada Company column. The assets, liabilities, equity, results of operations and cash flows of the Canadian Subsidiaries, previously presented within the Canada Company column, are now presented within the Non-Guarantors column.

CONSOLIDATED BALANCE SHEETS

	December 31, 2013
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	1,243	$	10,366	$	1,094	$	107,823	$	—		$	120,526
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		358,118		38,928		219,751		—			616,797
Intercompany Receivable		761,501		—		1,607		—		(763,108	)		—
Other Current Assets		1,120		98,717		5,995		56,622		(30	)		162,424
Total Current Assets		797,724		467,201		47,624		384,196		(763,138	)		933,607
Property, Plant and Equipment, Net		1,019		1,569,248		172,246		835,747		—			2,578,260
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,775,570		1,000		2,672		—		(1,779,242	)		—
Investment in Subsidiaries		1,570,505		1,313,835		31,130		70,788		(2,986,258	)		—
Goodwill		—		1,638,534		187,259		637,559		—			2,463,352
Other		38,862		376,939		11,257		250,842		(114	)		677,786
Total Other Assets, Net		3,384,937		3,330,308		232,318		959,189		(4,765,614	)		3,141,138
Total Assets	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005
Liabilities and Equity
Intercompany Payable	$	—	$	581,029	$	—	$	182,079	$	(763,108	)	$	—
Current Portion of Long-term Debt		—		30,236		—		22,377		(30	)		52,583
Total Other Current Liabilities		125,705		530,169		29,513		221,131		—			906,518
Long-term Debt, Net of Current Portion		3,009,597		508,382		289,105		312,055		—			4,119,139
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,772,144		—		6,098		(1,779,242	)		—
Other Long-term Liabilities		40		392,545		31,652		92,808		(114	)		516,931
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,047,338		1,552,252		101,918		1,332,088		(2,986,258	)		1,047,338
Noncontrolling Interests		—		—		—		10,496		—			10,496
Total Equity		1,047,338		1,552,252		101,918		1,342,584		(2,986,258	)		1,057,834
Total Liabilities and Equity	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005

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)

CONSOLIDATED BALANCE SHEETS (Continued)

	March 31, 2014
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	7,484	$	7,571	$	154,851	$	—		$	169,906
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		367,056		35,609		223,451		—			626,116
Intercompany Receivable		391,241		—		—		—		(391,241	)		—
Other Current Assets		625		100,803		3,420		52,929		(30	)		157,747
Total Current Assets		425,726		475,343		46,600		431,231		(391,271	)		987,629
Property, Plant and Equipment, Net		974		1,555,366		164,181		841,265		—			2,561,786
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,832,317		1,012		2,570		—		(1,835,899	)		—
Investment in Subsidiaries		1,607,312		1,348,607		31,924		72,312		(3,060,155	)		—
Goodwill		—		1,622,018		180,345		663,638		—			2,466,001
Other		37,519		376,992		10,663		266,141		(114	)		691,201
Total Other Assets, Net		3,477,148		3,348,629		225,502		1,002,091		(4,896,168	)		3,157,202
Total Assets	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617
Liabilities and Equity
Intercompany Payable	$	—	$	264,578	$	7,129	$	119,534	$	(391,241	)	$	—
Current Portion of Long-term Debt		—		28,982		—		26,132		(30	)		55,084
Total Other Current Liabilities		98,517		472,853		24,690		216,706		—			812,766
Long-term Debt, Net of Current Portion		2,761,404		820,101		268,936		438,164		—			4,288,605
Long-term Notes Payable to Affiliates and Intercompany Payable		1,012		1,832,172		—		2,715		(1,835,899	)		—
Other Long-term Liabilities		97		373,628		31,292		94,088		(114	)		498,991
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,042,818		1,587,024		104,236		1,368,895		(3,060,155	)		1,042,818
Noncontrolling Interests		—		—		—		8,353		—			8,353
Total Equity		1,042,818		1,587,024		104,236		1,377,248		(3,060,155	)		1,051,171
Total Liabilities and Equity	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617

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)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	292,375		$	33,223		$	116,871		$	—		$	442,469
Service		—			186,275			—			118,287			—			304,562
Total Revenues		—			478,650			33,223			235,158			—			747,031
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			192,613			7,290			121,173			—			321,076
Selling, General and Administrative		27			157,807			4,591			61,026			—			223,451
Depreciation and Amortization		81			47,873			3,223			29,024			—			80,201
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(635	)		—			96			—			(539	)
Total Operating Expenses		108			397,658			15,104			211,319			—			624,189
Operating (Loss) Income		(108	)		80,992			18,119			23,839			—			122,842
Interest Expense (Income), Net		51,814			(6,173	)		9,745			7,796			—			63,182
Other (Income) Expense, Net		(33,027	)		(1,151	)		—			36,917			—			2,739
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,895	)		88,316			8,374			(20,874	)		—			56,921
Provision (Benefit) for Income Taxes		—			33,905			2,740			1,926			—			38,571
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(38,281	)		17,258			(1,189	)		(5,634	)		27,846			—
Income (Loss) from Continuing Operations		19,386			37,153			6,823			(17,166	)		(27,846	)		18,350
Income (Loss) from Discontinued Operations, Net of Tax		—			81			—			2,103			—			2,184
Net Income (Loss)		19,386			37,234			6,823			(15,063	)		(27,846	)		20,534
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,148			—			1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	19,386		$	37,234		$	6,823		$	(16,211	)	$	(27,846	)	$	19,386
Net Income (Loss)	$	19,386		$	37,234		$	6,823		$	(15,063	)	$	(27,846	)	$	20,534
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		2,514			850			(7,444	)		(10,867	)		—			(14,947	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(17,476	)		(18,336	)		—			(7,444	)		43,256			—
Total Other Comprehensive (Loss) Income		(14,962	)		(17,486	)		(7,444	)		(18,311	)		43,256			(14,947	)
Comprehensive Income (Loss)		4,424			19,748			(621	)		(33,374	)		15,410			5,587
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,163			—			1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	4,424		$	19,748		$	(621	)	$	(34,537	)	$	15,410		$	4,424

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)

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	300,329		$	30,411		$	128,149		$	—		$	458,889
Service		—			186,430			16,150			108,657			—			311,237
Intercompany Service		—			—			—			17,358			(17,358	)		—
Total Revenues		—			486,759			46,561			254,164			(17,358	)		770,126
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			202,920			6,242			125,983			—			335,145
Intercompany Service Cost of Sales		—			—			17,358			—			(17,358	)		—
Selling, General and Administrative		28			146,578			3,753			64,421			—			214,780
Depreciation and Amortization		77			52,640			2,999			30,717			—			86,433
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			732			1			(9,040	)		—			(8,307	)
Total Operating Expenses		105			402,870			30,353			212,081			(17,358	)		628,051
Operating (Loss) Income		(105	)		83,889			16,208			42,083			—			142,075
Interest Expense (Income), Net		48,165			(4,852	)		9,547			9,452			—			62,312
Other (Income) Expense, Net		(1,280	)		1,507			(20	)		5,110			—			5,317
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(46,990	)		87,234			6,681			27,521			—			74,446
Provision (Benefit) for Income Taxes		—			23,803			2,538			5,384			—			31,725
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(88,657	)		(24,826	)		(1,954	)		(4,143	)		119,580			—
Income (Loss) from Continuing Operations		41,667			88,257			6,097			26,280			(119,580	)		42,721
(Loss) Income from Discontinued Operations, Net of Tax		—			(625	)		—			13			—			(612	)
Net Income (Loss)		41,667			87,632			6,097			26,293			(119,580	)		42,109
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			442			—			442
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	41,667		$	87,632		$	6,097		$	25,851		$	(119,580	)	$	41,667
Net Income (Loss)	$	41,667		$	87,632		$	6,097		$	26,293		$	(119,580	)	$	42,109
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		88			741			(2,618	)		3,577			—			1,788
Equity in Other Comprehensive Income (Loss) of Subsidiaries		1,589			(71	)		(1,160	)		(2,618	)		2,260			—
Total Other Comprehensive Income (Loss)		1,677			670			(3,778	)		959			2,260			1,788
Comprehensive Income (Loss)		43,344			88,302			2,319			27,252			(117,320	)		43,897
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			553			—			553
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	43,344		$	88,302		$	2,319		$	26,699		$	(117,320	)	$	43,344

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)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(47,266	)	$	118,974		$	2,129		$	31,898		$	—		$	105,735
Cash Flows from Operating Activities-Discontinued Operations		—			(90	)		—			960			—			870
Cash Flows from Operating Activities		(47,266	)		118,884			2,129			32,858			—			106,605
Cash Flows from Investing Activities:
Capital expenditures		—			(61,795	)		(741	)		(32,882	)		—			(95,418	)
Cash paid for acquisitions, net of cash acquired		—			74			—			—			—			74
Intercompany loans to subsidiaries		95,719			(2,177	)		—			—			(93,542	)		—
Investment in subsidiaries		(3,500	)		(3,500	)		—			—			7,000			—
Investment in restricted cash		(1	)		—			—			—			—			(1	)
Additions to customer relationship and acquisition costs		—			(3,055	)		(70	)		(1,511	)		—			(4,636	)
Proceeds from sales of property and equipment and other, net		—			12			(3,191	)		2,662			—			(517	)
Cash Flows from Investing Activities-Continuing Operations		92,218			(70,441	)		(4,002	)		(31,731	)		(86,542	)		(100,498	)
Cash Flows from Investing Activities-Discontinued Operations		—			(10	)		—			—			—			(10	)
Cash Flows from Investing Activities		92,218			(70,451	)		(4,002	)		(31,731	)		(86,542	)		(100,508	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(349,550	)		(15	)		(5,802	)		—			(355,367	)
Proceeds from revolving credit and term loan facilities and other debt		—			386,300			—			206			—			386,506
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			194			—			194
Intercompany loans from parent		—			(97,554	)		(2,224	)		6,236			93,542			—
Equity contribution from parent		—			3,500			—			3,500			(7,000	)		—
Parent cash dividends		(51,662	)		—			—			—			—			(51,662	)
Proceeds from exercise of stock options and employee stock purchase plan		5,005			—			—			—			—			5,005
Excess tax benefits (deficiency) from stock-based compensation		1,705			—			—			—			—			1,705
Payment of debt financing costs		—			(469	)		—			—			—			(469	)
Cash Flows from Financing Activities-Continuing Operations		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Effect of exchange rates on cash and cash equivalents		—			—			(2,269	)		(3,156	)		—			(5,425	)
(Decrease) Increase in cash and cash equivalents		—			(9,340	)		(6,381	)		2,305			—			(13,416	)
Cash and cash equivalents, beginning of period		—			13,472			103,346			126,597			—			243,415
Cash and cash equivalents, end of period	$	—		$	4,132		$	96,965		$	128,902		$	—		$	229,999

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)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(68,972	)	$	79,555		$	10,421		$	34,637		$	—		$	55,641
Cash Flows from Operating Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Operating Activities		(68,972	)		79,555			10,421			34,637			—			55,641
Cash Flows from Investing Activities:
Capital expenditures		—			(71,520	)		(2,865	)		(33,471	)		—			(107,856	)
Cash paid for acquisitions, net of cash acquired		—			916			—			(31,697	)		—			(30,781	)
Intercompany loans to subsidiaries		377,202			61,895			—			—			(439,097	)		—
Investment in subsidiaries		(11,695	)		(11,695	)		—			—			23,390			—
Additions to customer relationship and acquisition costs		—			(7,341	)		(280	)		(537	)		—			(8,158	)
Proceeds from sales of property and equipment and other, net		—			1,441			64			16,387			—			17,892
Cash Flows from Investing Activities-Continuing Operations		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Investing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Investing Activities		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,171,941	)		(252,107	)		(30,643	)		—			(2,454,691	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,480,901			242,480			152,666			—			2,876,047
Early retirement of senior subordinated notes		(247,275	)		—			—			—			—			(247,275	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			(2,317	)		—			(2,317	)
Intercompany loans from parent		—			(376,788	)		8,640			(70,949	)		439,097			—
Equity contribution from parent		—			11,695			—			11,695			(23,390	)		—
Parent cash dividends		(52,735	)		—			—			—			—			(52,735	)
Proceeds from exercise of stock options and employee stock purchase plan		2,417			—			—			—			—			2,417
Excess tax benefits (deficiency) from stock-based compensation		(185	)		—			—			—			—			(185	)
Payment of debt financing costs		—			—			(12	)		(410	)		—			(422	)
Cash Flows from Financing Activities-Continuing Operations		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Effect of exchange rates on cash and cash equivalents		—			—			136			1,667			—			1,803
(Decrease) Increase in cash and cash equivalents		(1,243	)		(2,882	)		6,477			47,028			—			49,380
Cash and cash equivalents, beginning of period		1,243			10,366			1,094			107,823			—			120,526
Cash and cash equivalents, end of period	$	—		$	7,484		$	7,571		$	154,851		$	—		$	169,906

37

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information

        As a result of the restructuring of our operations late in 2013 and early in 2014, we evaluated changes to our internal financial reporting to better align our internal reporting to how we will manage our business going forward. This evaluation resulted in changes to our reportable segments effective January 1, 2014 and, as a result, we have restated previously reported segment information. As a result of the changes to our reportable segments, the former North American Business segment has been separated into two unique reportable segments, which we refer to as (1) North American Records and Information Management Business segment and (2) North American Data Management Business segment. In addition, the Emerging Businesses segment, which was previously reported as a component of the former North American Business segment, is now reported as a component of the Corporate and Other segment.

        Our reportable operating segments and Corporate and Other are described as follows:

•

North American Records and Information Management Business—storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Records Management"); information destruction services ("Destruction"); DMS; Fulfillment Services; and Intellectual Property Management.

•

North American Data Management Business—the storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations ("Data Protection & Recovery"); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients.

•

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

•

Corporate and Other—consists of our data center business in the United States, the primary product offering of our Emerging Businesses segment, as well as 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 and Other also includes stock-based employee compensation expense associated with all Employee Stock-Based Awards.

38

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 accompanying Consolidated Financial Statements is as follows:

	North American Records and Information Management Business			North American Data Management Business		International Business		Corporate and Other			Total Consolidated
Three Months Ended March 31, 2013
Total Revenues	$	440,015		$	98,827	$	204,553	$	3,636		$	747,031
Depreciation and Amortization		40,853			4,342		27,006		8,000			80,201
Depreciation		37,559			4,137		20,432		7,967			70,095
Amortization		3,294			205		6,574		33			10,106
Adjusted OIBDA		162,828			59,417		47,898		(42,667	)		227,476
Total Assets(1)		3,547,159			631,266		1,808,829		310,926			6,298,180
Expenditures for Segment Assets		39,922			4,185		33,028		22,845			99,980
Capital Expenditures		36,930			4,126		31,517		22,845			95,418
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(74	)		—		—		—			(74	)
Additions to Customer Relationship and Acquisition Costs		3,066			59		1,511		—			4,636
Three Months Ended March 31, 2014
Total Revenues		446,132			96,724		224,430		2,840			770,126
Depreciation and Amortization		45,506			5,030		28,759		7,138			86,433
Depreciation		40,821			4,965		21,789		7,138			74,713
Amortization		4,685			65		6,970		—			11,720
Adjusted OIBDA		167,409			54,268		58,763		(51,916	)		228,524
Total Assets(1)		3,646,819			651,858		2,126,111		281,829			6,706,617
Expenditures for Segment Assets		49,266			5,507		64,941		27,081			146,795
Capital Expenditures		42,561			5,507		32,707		27,081			107,856
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(916	)		—		31,697		—			30,781
Additions to Customer Relationship and Acquisition Costs		7,621			—		537		—			8,158

(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 (defined below) 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.

39

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

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

	Three Months Ended March 31,
	2013			2014
Adjusted OIBDA	$	227,476		$	228,524
Less: Depreciation and Amortization		80,201			86,433
Gain on Disposal/Write-down of Property, Plant and Equipment, Net		(539	)		(8,307	)
REIT Costs(1)		24,972			8,323
Interest Expense, Net		63,182			62,312
Other Expense (Income), Net		2,739			5,317
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	56,921		$	74,446

(1)

Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors and the proposed REIT conversion ("REIT Costs").

(8) Commitments and Contingencies

a.

Litigation—General

        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 $42,700 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements.

b.

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"). From October 1, 2001 through March 31, 2014, we billed approximately $77,000 under 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

40

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

billed under the Schedules to correspond to the prices billed to certain benchmark commercial customers. 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 for that period to the GSA and its Office of Inspector General ("OIG") in June 2011.

        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, including the initial GSA schedule period of 2001 to 2006, and seeks information about non-GSA federal and state and local customers. 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 continue to review this matter and provide the U.S. Government with information, including pricing practices and the proposed pricing adjustment amount to be refunded. The U.S. Government, 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.

        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.

c.

State of Massachusetts Assessment

        During the third quarter of 2012, we applied for an abatement of assessments from the state of Massachusetts. The assessments, issued in the second quarter of 2012, 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. 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. We intend to defend this matter vigorously at the Massachusetts Appellate Tax Board. In addition, during the second quarter of 2013, Massachusetts assessed tax for the 2007 and 2008 tax years in the aggregate amount of $4,120, including tax, interest and penalties through the assessment date. The assessment is for issues consistent with those assessed in the earlier years. In the third quarter of 2013, we filed an application for abatement for the 2007 and 2008 tax years, which Massachusetts denied on October 15, 2013. On December 13, 2013, we filed a petition with the Massachusetts Appellate Tax Board to challenge the assessment for the 2007 and 2008 tax years and will vigorously defend the matter. Additionally, the state is auditing us for the 2009-2011 tax years.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

d.

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 been sued by three customers, and all three of those matters have been settled. We have also received 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 on our consolidated financial condition, results of operations and cash flows. As discussed in Note 10, we sold our Italian operations 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 Statements of Operations and proceeds received within cash flows from operating activities in our Consolidated Statements 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 Statements of Operations and proceeds received within cash flows from investing activities within our Consolidated Statements 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 operations, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations.

e.

Argentina Fire

        On February 5, 2014, we experienced a fire at a facility we own in Buenos Aires, Argentina. As a result of the quick response by local fire authorities, the fire was contained before the entire facility was destroyed and all employees were safely evacuated; however, a number of first responders lost their lives, or in some cases, were severely injured. The cause of the fire is currently being investigated. We believe we carry adequate insurance and are in the process of assessing the impact of the fire but do not expect that this event will have a material impact to our consolidated financial condition. Revenues from our operations at this facility represent less than 0.5% of our consolidated revenues.

(9) Stockholders' Equity Matters

        Under the terms of an authorization to repurchase shares, as of March 31, 2014, 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.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(9) Stockholders' Equity Matters (Continued)

        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 2013 and in the first quarter of 2014, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 14, 2013	$	0.2700	March 25, 2013	$	51,460	April 15, 2013
June 6, 2013		0.2700	June 25, 2013		51,597	July 15, 2013
September 11, 2013		0.2700	September 25, 2013		51,625	October 15, 2013
December 16, 2013		0.2700	December 27, 2013		51,683	January 15, 2014
March 14, 2014		0.2700	March 25, 2014		51,812	April 15, 2014

        In December 2013, our board of directors approved, and we entered into, a REIT Status Protection Rights Agreement (the "Rights Agreement") which provides for a dividend of one preferred stock purchase right (a "Right") for each share of our common stock outstanding on December 20, 2013. Each Right entitles the holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock for a purchase price of $114.00, subject to adjustment as provided in the Rights Agreement and our Amended Certificate of Designations for our Series A Junior Participating Preferred Stock, each of which was filed with the SEC on December 9, 2013, on a Current Report on Form 8-K. We anticipate that we will seek stockholder approval to impose ownership limitations in our charter documents, as is customary for REITs, if we are ultimately successful in converting to a REIT. The Rights Agreement is intended to help protect our potential status as a REIT under the Code until the approval of those ownership limitations by our stockholders, or, if earlier, until the Rights expire, which will be no later than December 9, 2014.

(10) Discontinued Operations

Digital Operations

        On June 2, 2011, we sold 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 we 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, 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 Digital Business:

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	88	$	(1,000	)
Provision (Benefit) for Income Taxes		7		(375	)
Income (Loss) from Discontinued Operations, Net of Tax	$	81	$	(625	)

        During the three months ended March 31, 2014, we recognized a loss before provision for income taxes of discontinued operations of $1,000 associated with the Digital Business, primarily related to settlements of legal matters directly related to the disposed business.

Italian Operations

        We sold our Italian operations on April 27, 2012, and we agreed to indemnify the buyers of our Italian operations for certain possible obligations and contingencies associated with the fire in Italy discussed more fully in Note 8.d. Our Italian operations were previously included within the International Business segment. For all periods presented, the financial position, operating results and cash flows of our Italian operations have been reported as discontinued operations for financial reporting purposes.

        The table below summarizes certain results of our Italian operations:

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	2,712	$	22
Provision (Benefit) for Income Taxes		609		9
Income (Loss) from Discontinued Operations, Net of Tax	$	2,103	$	13

        During the three months ended March 31, 2013, we recognized income before provision for income taxes of discontinued operations of $2,712 associated with our Italian operations, which primarily represents the recovery of insurance proceeds in excess of carrying value.

(11) Restructuring

        In the third quarter of 2013, we implemented a plan that calls for certain organizational realignments to advance our growth strategy and reduce operating costs. As a result, we recorded restructuring costs of approximately $2,425 in the first quarter of 2014, primarily related to employee

44

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(11) Restructuring (Continued)

severance and associated benefits. Of the total restructuring costs incurred in 2014, $2,101 and $324 are reflected in the results of operations of our North American Records and Information Management Business and Corporate and Other segments, respectively. In our Consolidated Statements of Operations for the three months ended March 31, 2014, $1,363 and $1,062 of these restructuring costs are recorded in selling, general and administrative expenses and cost of sales, respectively. We expect to incur an additional $3,334 of employee severance and associated benefit costs in the remainder of 2014 in connection with this organizational realignment primarily in our Corporate and Other segment.

(12) Subsequent Events

        In April 2014, in order to enhance our international operations, we acquired the stock of OSG Records Management (Europe) Limited, a storage rental and records management business with operations in Poland, for approximately $16,500.

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IRON MOUNTAIN INCORPORATED

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

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2014 should be read in conjunction with our Consolidated Financial Statements and Notes thereto for the three months ended March 31, 2014, included herein, and for the year ended December 31, 2013, included in our Annual Report on Form 10-K filed on February 28, 2014 (our "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 2014 consolidated internal revenue growth rate and capital expenditures in 2014, (3) expected target leverage ratio, and (4) proposed conversion to a real estate investment trust for federal income tax purposes ("REIT"), including (i) the status of our pending private letter ruling (collectively, "PLRs") requests; (ii) the estimated timing of any such conversion to a REIT; (iii) the estimated range of tax payments and other costs expected to be incurred in connection with our proposed conversion to a REIT; and (iv) the anticipated benefits from our organizational realignment. 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 relating to our proposed conversion to a REIT that could cause actual results to differ from expectations include, among others, 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 PLRs from the U.S. Internal Revenue Service ("IRS"), the timing of a conversion to a REIT, changes in our support functions and support costs, the unsuccessful execution of internal planning, including restructurings and cost reduction initiatives, or other factors.

        In addition, important factors that could cause actual results to differ from expectations include, among others:

•

the cost to comply with current and future laws, regulations and customer demands relating to privacy issues;

•

the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information;

•

changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;

•

changes in customer preferences and demand for our storage and information management services;

•

the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies;

•

the cost or potential liabilities associated with real estate necessary for our business;

46

•

the performance of business partners upon whom we depend for technical assistance or management expertise outside the U.S.;

•

changes in the political and economic environments in the countries in which our international subsidiaries operate;

•

claims that our technology violates the intellectual property rights of a third party;

•

changes in the cost of our debt;

•

the impact of alternative, more attractive investments on dividends;

•

our ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently; and

•

other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated.

        Other risks may adversely impact us, as described more fully under "Item 1A. Risk Factors" in our Annual Report.

        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. 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").

Non-GAAP Measures

Adjusted Operating Income Before Depreciation, Amortization, Intangible Impairments, (Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net, 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 REIT Costs (as defined below). 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 our 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) income (loss) from discontinued operations, net of tax; (6) gain (loss) on sale of discontinued operations, net of tax; and (7) net income (loss) attributable to noncontrolling interests.

        Adjusted OIBDA also does not include interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Finally, Adjusted OIBDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted OIBDA and Adjusted OIBDA Margin should be

47

considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating or net income (loss) or cash flows from operating activities from continuing operations (as determined in accordance with GAAP).

Reconciliation of Operating Income to Adjusted OIBDA (in thousands):

	Three Months Ended March 31,
	2013			2014
Operating Income	$	122,842		$	142,075
Add: Depreciation and Amortization		80,201			86,433
Gain on Disposal/Write-down of Property, Plant and Equipment, net		(539	)		(8,307	)
REIT Costs(1)		24,972			8,323
Adjusted OIBDA	$	227,476		$	228,524

(1)

Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors (the "Special Committee") and the proposed REIT conversion (collectively, "REIT Costs").

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 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 our current and potential investors when comparing our results from past, present and future periods.

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

	Three Months Ended March 31,
	2013		2014
Reported EPS—Fully Diluted from Continuing Operations	$	0.10	$	0.22
Add: Gain on Disposal/Write-down of Property, Plant and Equipment, net		—		(0.04	)
Other Expense, net		0.01		0.03
REIT Costs		0.13		0.05
Tax Impact of Reconciling Items and Discrete Tax Items		0.03		—
Adjusted EPS—Fully Diluted from Continuing Operations	$	0.27	$	0.26

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

48

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

•

Impairment of Tangible and Intangible Assets

•

Income Taxes

        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, filed with the SEC on February 28, 2014. Management has determined that no material changes concerning our critical accounting policies have occurred since December 31, 2013.

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 month period ended March 31, 2014 within each section.

Potential REIT Conversion

        In June 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 us to pursue conversion (the "Conversion Plan") to a REIT. Even though we have not yet determined if we will be able to convert to a REIT, we began operating our business in a manner consistent with being a REIT effective January 1, 2014 so that we and our stockholders will benefit from our REIT status in 2014 if we are ultimately successful in becoming a REIT in 2014. As part of the Conversion Plan and as previously disclosed, we are seeking PLRs from the IRS on a number of technical tax issues. If we do not receive favorable PLRs from the IRS on particular critical issues, we will not be able to convert to a REIT in 2014 or at all. At this time, we are not able to predict when the IRS will provide definitive responses to our outstanding PLR requests, and, as disclosed in our Annual Report, we do not intend to provide additional interim updates with respect to any of the specific PLR requests or, generally, our progression through the IRS's PLR process.

        We currently estimate the operating and capital expenditures associated with the Conversion Plan through the end of 2014 to be approximately $185.0 million to $200.0 million. Of these amounts, approximately $153.3 million was incurred through 2013, including approximately $35.9 million of capital expenditures. Additionally, approximately $10.5 million was incurred in the first quarter of 2014, including approximately $2.2 million of capital expenditures. If the Conversion Plan is successful, we also expect to incur an additional $10.0 million to $15.0 million in annual REIT compliance costs in future years.

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Restructuring

        In the third quarter of 2013, we implemented a plan that calls for certain organizational realignments to advance our growth strategy and reduce operating costs. As a result, we recorded restructuring costs of approximately $2.4 million in the first quarter of 2014, primarily related to employee severance and associated benefits. Of the total restructuring costs incurred in 2014, $2.1 million and $0.3 million are reflected in the results of operations of our North American Records and Information Management Business and Corporate and Other segments, respectively. In our Consolidated Statements of Operations for the three months ended March 31, 2014, $1.4 million and $1.0 million of these restructuring costs are recorded in selling, general and administrative expenses and cost of sales, respectively. We expect to incur an additional $3.3 million of employee severance and associated benefit costs in the remainder of 2014 in connection with this organizational realignment primarily in our Corporate and Other segment.

General

        As a result of the restructuring of our operations late in 2013 and early in 2014, we evaluated changes to our internal financial reporting to better align our internal reporting to how we will manage our business going forward. This evaluation resulted in changes to our reportable segments effective January 1, 2014 and, as a result, we have restated previously reported segment information. As a result of the changes to our reportable segments, the former North American Business segment has been separated into two unique reportable segments, which we refer to as (1) North American Records and Information Management Business segment and (2) North American Data Management Business segment. In addition, the Emerging Businesses segment, which was previously reported as a component of the former North American Business segment, is now reported as a component of the Corporate and Other segment.

        Our revenues consist of storage rental revenues as well as service revenues. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental 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 include charges for related service activities, which include: (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 the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) 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 Services"); (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies). Our service revenue growth has been negatively impacted by declining activity rates as stored records are becoming less active. The amount of information available to customers through the Internet or their own information systems has been steadily increasing in recent years. As a result, while customers continue to store their records with us, they are less likely than they have been in the past to retrieve records for research purposes, thereby reducing service activity levels. While we expect this trend to continue through 2014, the rate of decline in service activity has begun to moderate in recent periods.

        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

50

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 period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped 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 operations in North America and, therefore, labor costs are a higher percentage of segment revenue than in our North American operations. 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 as a percentage of total consolidated revenue are influenced by changes in headcount and compensation levels, achievement of incentive compensation targets, workforce productivity and variability in costs associated with medical insurance. The overhead structure of our expanding international operations, as compared to our North American operations, is more labor intensive and has not achieved the same level of overhead leverage, which may result in an increase in selling, general and administrative expenses, as a percentage of consolidated revenue, as our international operations become a more meaningful percentage of our consolidated results.

        Our depreciation and amortization charges result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to storage systems, which include racking structures, 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 the future fluctuations of foreign currency exchange rates 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 presentation. The constant currency growth rates are calculated by translating the 2013 results at the 2014 average exchange rates.

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

	Average Exchange Rates for the Three Months Ended March 31,
					Percentage Strengthening / (Weakening) of Foreign Currency
	2013		2014
Australian dollar	$	1.039	$	0.896		(13.8	)%
Brazilian real	$	0.501	$	0.423		(15.6	)%
British pound sterling	$	1.552	$	1.655		6.6	%
Canadian dollar	$	0.992	$	0.907		(8.6	)%
Euro	$	1.321	$	1.370		3.7	%

Results of Operations

Comparison of Three Months Ended March 31, 2014 to Three Months Ended March 31, 2013 (in thousands):

	Three Months Ended March 31,
							Dollar Change			Percentage Change
	2013			2014
Revenues	$	747,031		$	770,126		$	23,095			3.1	%
Operating Expenses		624,189			628,051			3,862			0.6	%
Operating Income		122,842			142,075			19,233			15.7	%
Other Expenses, Net		104,492			99,354			(5,138	)		(4.9	)%
Income from Continuing Operations, Net of Tax		18,350			42,721			24,371			132.8	%
Income (Loss) from Discontinued Operations, Net of Tax		2,184			(612	)		(2,796	)		(128.0	)%
Net Income		20,534			42,109			21,575			105.1	%
Net Income Attributable to Noncontrolling Interests		1,148			442			(706	)		61.5	%
Net Income Attributable to Iron Mountain Incorporated	$	19,386		$	41,667		$	22,281			114.9	%
Adjusted OIBDA(1)	$	227,476		$	228,524		$	1,048			0.5	%
Adjusted OIBDA Margin(1)		30.5	%		29.7	%

(1)

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

REVENUES

	Three Months Ended March 31,						Percentage Change
					Dollar Change					Constant Currency(1)			Internal Growth(2)
	2013		2014				Actual
Storage Rental	$	442,469	$	458,889	$	16,420		3.7	%		5.1	%		1.4	%
Service		304,562		311,237		6,675		2.2	%		3.7	%		(0.7	)%
Total Revenues	$	747,031	$	770,126	$	23,095		3.1	%		4.5	%		0.5	%

(1)

Constant currency growth rates are calculated by translating the 2013 results at the 2014 average exchange rates.

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(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.

        Consolidated storage rental revenues increased $16.4 million, or 3.7%, to $458.9 million for the three months ended March 31, 2014 from $442.5 million for the three months ended March 31, 2013. The growth rate for the three months ended March 31, 2014 consists primarily of internal revenue growth of 1.4%. Acquisitions contributed 3.7% of the increase in reported storage rental revenues in the three months ended March 31, 2014 over the same period in 2013. Foreign currency exchange rate fluctuations decreased our reported storage rental revenues by 1.4% for the three months ended March 31, 2014 compared to the same prior year period. Our consolidated storage rental revenue growth in the first three months of 2014 was driven by sustained storage rental internal growth of 2.3% and 5.2% in our North American Data Management and International Business segments, respectively, partially offset by negative storage rental internal growth of 0.3% in our North American Records and Information Management segment. Global records management net volumes as of March 31, 2014 increased by 6.7% over the ending volume at March 31, 2013, supported by strong international volume growth of 15.2%, primarily driven by recently completed acquisitions and solid increases from emerging markets in central Europe and Latin America.

        Consolidated service revenues increased $6.7 million, or 2.2%, to $311.2 million for the three months ended March 31, 2014 from $304.6 million for the three months ended March 31, 2013. Service revenue internal growth was negative 0.7% for the three months ended March 31, 2014. The negative service revenue internal growth for the three months ended March 31, 2014 reflects a trend toward reduced retrieval/re-file activity and the related transportation revenues of both our North American Records and Information Management and North American Data Management segments, however, this rate of decline has begun to moderate in recent periods. Foreign currency exchange rate fluctuations decreased reported total service revenues by 1.5% for the three months ended March 31, 2014 compared to the same prior year period. Acquisitions contributed an increase of 4.4% of total reported service revenues in the three months ended March 31, 2014 compared to the same prior year period.

        For the reasons stated above, our consolidated revenues increased $23.1 million, or 3.1%, to $770.1 million for the three months ended March 31, 2014 from $747.0 million for the three months ended March 31, 2013. Internal revenue growth was 0.5% for the three months ended March 31, 2014. For the three months ended March 31, 2014, foreign currency exchange rate fluctuations decreased our reported consolidated revenues by 1.4% compared to the same prior year period, primarily due to the weakening of the Australian dollar, Brazilian real and Canadian dollar, offset by an increase of the British pound sterling and the Euro against the U.S. dollar, based on an analysis of weighted average rates for the comparable periods. Acquisitions contributed an increase of 4.0% of total reported revenues in the three months ended March 31, 2014 compared to the same prior year period.

Internal Growth—Eight-Quarter Trend

	2012									2013												2014
	Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter
Storage Rental Revenue		3.5	%		2.4	%		3.2	%		2.5	%		2.3	%		2.3	%		1.3	%		1.4	%
Service Revenue		(5.2	)%		(7.8	)%		(2.4	)%		(6.5	)%		(1.9	)%		(0.9	)%		(4.4	)%		(0.7	)%
Total Revenue		(0.3	)%		(2.1	)%		0.8	%		(1.4	)%		0.5	%		1.0	%		(1.1	)%		0.5	%

        We expect our consolidated internal revenue growth rate for 2014 to be approximately 0% to 2%. During the past eight quarters our storage rental revenue internal growth rate has ranged between 1.3% and 3.5%. Storage rental revenue internal growth rates have been stable over the past eight

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quarters. Volume growth in the North American Records and Information Management and North American Data Management Business segments have been relatively flat over this period, and, as a result, storage rental revenue internal growth has been driven primarily by net price increases. Recently, we initiated sales force programs focused on increasing volume, although we anticipate that, in the near term, these programs may have a dilutive impact on net price increases. Within our International Business segment, the developed markets are generating consistent low-to-mid single-digit storage rental revenue growth while the emerging markets are producing strong double-digit storage rental revenue growth by capturing the first-time outsourcing trends for physical records storage and 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 services we offer, such as large special projects, and, as a commodity, the volatility of pricing 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. 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 in the North American Records and Information Management Business and the North American Data Management Business segments and secure shredding revenues; and (2) softness in some of our other service lines, such as fulfillment services.

OPERATING EXPENSES

Cost of Sales

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

	Three Months Ended March 31,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2013		2014					Actual						2013			2014
Labor	$	157,305	$	164,620	$	7,315			4.7	%		6.9	%		21.1	%		21.4	%		0.3	%
Facilities		106,945		114,593		7,648			7.2	%		8.6	%		14.3	%		14.9	%		0.6	%
Transportation		30,689		29,124		(1,565	)		(5.1	)%		(2.3	)%		4.1	%		3.8	%		(0.3	)%
Product Cost of Sales and Other		26,137		26,808		671			2.6	%		3.1	%		3.5	%		3.5	%		0.0	%
	$	321,076	$	335,145	$	14,069			4.4	%		6.3	%		43.0	%		43.5	%		0.5	%

Labor

        Labor expense increased to 21.4% of consolidated revenues in the three months ended March 31, 2014 compared to 21.1% in the comparable prior year period. Labor expense for the three months ended March 31, 2014 increased by 6.9% on a constant currency basis compared to the three months ended March 31, 2013 primarily due to incremental labor costs associated with acquisitions. Labor costs were favorably impacted by 2.2 percentage points due to currency rate changes during the three months ended March 31, 2014.

Facilities

        Facilities costs increased to 14.9% of consolidated revenues in the three months ended March 31, 2014 compared to 14.3% in the comparable prior year period. The largest component of our facilities cost is rent expense, which, on a reported dollar basis, increased by $1.4 million to $70.1 million for the three months ended March 31, 2014 compared to the same period in 2013, primarily due to the impact

54

of acquisitions. Other facilities costs increased by $6.2 million on a reported dollar basis for the three months ended March 31, 2014 compared to the same period in 2013, primarily due to higher insurance costs of $3.5 million associated with the recent fire at one of our facilities in Buenos Aires, Argentina, as well as higher utilities and building maintenance costs. Facilities costs were favorably impacted by 1.4 percentage points due to currency rate changes during the three months ended March 31, 2014.

Transportation

        Transportation expenses decreased by $0.7 million in constant currency terms during the three months ended March 31, 2014 compared to the same period in 2013 as a result of a decrease in vehicle lease expense, primarily associated with our United Kingdom operations, due to the capitalization of leased vehicles upon renewal. The lease cost did not change, but the categorization of charges did, resulting in the cost now being reflected as depreciation and interest related to these new leases. Transportation expenses were favorably impacted by 2.8 percentage points due to currency rate changes during the three months ended March 31, 2014.

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 service revenue streams, primarily project revenues. For the three months ended March 31, 2014, product cost of sales and other increased by $0.7 million compared to the same period in 2013 on an actual basis. These costs were favorably impacted by 0.5 percentage points due to currency rate changes during the three months ended March 31, 2014.

Selling, General and Administrative Expenses

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

	Three Months Ended March 31,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2013		2014					Actual						2013			2014
General and Administrative	$	143,624	$	131,001	$	(12,623	)		(8.8	)%		(8.1	)%		19.2	%		17.0	%		(2.2	)%
Sales, Marketing & Account Management		53,615		54,553		938			1.7	%		2.5	%		7.2	%		7.1	%		(0.1	)%
Information Technology		23,900		24,506		606			2.5	%		3.9	%		3.2	%		3.2	%		0.0	%
Bad Debt Expense		2,312		4,720		2,408			104.2	%		111.5	%		0.3	%		0.6	%		0.3	%
	$	223,451	$	214,780	$	(8,671	)		(3.9	)%		(3.1	)%		29.9	%		27.9	%		(2.0	)%

General and Administrative

        General and administrative expenses decreased to 17.0% of consolidated revenues during the three months ended March 31, 2014 compared to 19.2% in the comparable prior year period. In constant currency terms, general and administrative expenses decreased by $11.6 million during the three months ended March 31, 2014 compared to the same period in 2013. Included in general and administrative expenses for the three months ended March 31, 2014 were $8.3 million of REIT Costs compared to $25.0 million in the comparable prior year period. The decrease was partially offset by incremental restructuring costs of $1.4 million in the three months ended March 31, 2014 attributable to the organizational restructuring initiated in the fourth quarter of 2013, as well as incremental costs associated with recent acquisitions. General and administrative expenses were favorably impacted by 0.7 percentage points due to currency rate changes during the three months ended March 31, 2014.

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Sales, Marketing & Account Management

        Sales, marketing and account management expenses decreased to 7.1% of consolidated revenues during the three months ended March 31, 2014 compared to 7.2% in the comparable prior year period. In constant currency terms, the increase of $1.3 million during the three months ended March 31, 2014 compared to the same period in 2013 is primarily due to incremental sales, marketing and account management costs associated with acquisitions. Sales, marketing and account management expenses were favorably impacted by 0.8 percentage points due to currency rate changes during the three months ended March 31, 2014.

Information Technology

        In constant currency terms, information technology expenses increased $0.9 million during the three months ended March 31, 2014 compared to the same period in 2013 primarily due to incremental information technology costs associated with acquisitions. Information technology expenses were favorably impacted by 1.4 percentage points due to currency rate changes during the three months ended March 31, 2014.

Bad Debt Expense

        Consolidated bad debt expense for the three months ended March 31, 2014 increased $2.4 million to $4.7 million (0.6% of consolidated revenues) from $2.3 million (0.3% of consolidated revenues) in the same period in 2013. 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 increased $4.6 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013, primarily due to the increased depreciation of property, plant and equipment acquired through business combinations.

        Amortization expense increased $1.6 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013, 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 $8.3 million for the three months ended March 31, 2014 and consisted primarily of approximately $9.3 million of gains associated with two facilities we disposed of in the United Kingdom. Consolidated gain on disposal/write-down of property, plant and equipment, net was $0.5 million for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business.

OPERATING INCOME and ADJUSTED OIBDA

        As a result of the foregoing factors, (1) consolidated operating income increased $19.2 million, or 15.7%, to $142.1 million (18.4% of consolidated revenues) for the three months ended March 31, 2014 from $122.8 million (16.4% of consolidated revenues) for the three months ended March 31, 2013; (2) consolidated Adjusted OIBDA increased $1.0 million, or 0.5%, to $228.5 million (29.7% of

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consolidated revenues) for the three months ended March 31, 2014 from $227.5 million (30.5% of consolidated revenues) for the three months ended March 31, 2013.

OTHER EXPENSES, NET

Interest Expense, Net

        Consolidated interest expense, net decreased $0.9 million to $62.3 million (8.1% of consolidated revenues) for the three months ended March 31, 2014 from $63.2 million (8.5% of consolidated revenues) for the three months ended March 31, 2013 primarily due to the early retirement of (1) the 175.0 million CAD of our 7¹/2% Senior Subordinated Notes due 2017, (2) the $50.0 million of our 8% Senior Subordinated Notes due 2018, (3) the $300.0 million of our 8% Senior Subordinated Notes due 2020 and (4) the $137.5 million of our 8³/8% Senior Subordinated Notes due 2021 in August 2013. This decrease was partially offset by the issuance of $600.0 million in aggregate principal of the 6% Senior Notes due 2023 by Iron Mountain Incorporated ("IMI"), the issuance of 200.0 million CAD in aggregate principal of the 6¹/8% Senior Notes due 2021 by Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("Canada Company") in August 2013. Our weighted average interest rate was 5.8% and 6.3% at March 31, 2014 and March 31, 2013, respectively.

Other (Income) Expense, Net (in thousands)

	Three Months Ended March 31,
							Dollar Change
	2013			2014
Foreign currency transaction losses (gains) , net	$	3,565		$	6,438		$	2,873
Other, net		(826	)		(1,121	)		(295	)
	$	2,739		$	5,317		$	2,578

        Net foreign currency transaction losses of $6.4 million, based on period-end exchange rates, were recorded in the three months ended March 31, 2014. Losses resulted primarily from changes in the exchange rate of each of the Argentine peso, Russian ruble and Euro against the U.S. dollar compared to December 31, 2013, as these currencies relate to our intercompany balances with and between our Latin American and European subsidiaries, as well as losses on Australian dollar and British pound sterling forward contracts, which were partially offset by gains primarily from changes in the exchange rate of each of the Brazilian real, British pound sterling and Australian dollar, as these currencies relate to our intercompany balances with and between our Latin American, European and Australian subsidiaries.

        Net foreign currency transaction losses of $3.6 million, based on period-end exchange rates, were recorded in the three months ended March 31, 2013. Losses resulted primarily from changes in the exchange rate of each of the British pound sterling, Euro and Russian ruble against the U.S. dollar compared to December 31, 2012, as these currencies relate to our intercompany balances with and between our European subsidiaries, which were partially offset by gains as a result of British pound sterling denominated debt and forward currency swap contracts and Euro denominated bonds issued by IMI.

Provision for Income Taxes

        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

57

ability to utilize foreign tax credits and net operating losses that we generate; and (6) our proposed REIT conversion for federal income tax purposes. 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 business operations or a taxable presence. 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.

        Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4.0 million relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%.

INCOME FROM CONTINUING OPERATIONS

        As a result of the foregoing factors, consolidated income from continuing operations for the three months ended March 31, 2014 increased $24.4 million, or 132.8%, to $42.7 million (5.5% of consolidated revenues) from income from continuing operations of $18.4 million (2.5% of consolidated revenues) for the three months ended March 31, 2013.

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX

        Loss from discontinued operations, net of tax was $0.6 million for the three months ended March 31, 2014 primarily related to legal reserves. Income from discontinued operations, net of tax was $2.2 million for the three months ended March 31, 2013, which primarily represents the recovery of insurance proceeds in excess of carrying value.

NONCONTROLLING INTERESTS

        For the three months ended March 31, 2013 and 2014, net income attributable to noncontrolling interests resulted in a decrease in net income attributable to IMI of $1.1 million and $0.4 million, respectively. These amounts represent our noncontrolling partners' share of earnings/losses in our majority-owned international subsidiaries that are consolidated in our operating results.

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Segment Analysis (in thousands)

        As a result of the restructuring of our operations late in 2013 and early in 2014, we evaluated changes to our internal financial reporting to better align our internal reporting to how we will manage our business going forward. This evaluation resulted in changes to our reportable segments effective January 1, 2014 and, as a result, we have restated previously reported segment information. We changed the composition of our North American Physical Business segment to the following three operating segments: (1) North American Records and Information Management, (2) North American Data Management and (3) Emerging Businesses. The Emerging Businesses segment, which was previously reported in the North American Physical Business segment, is now reported as a component of the Corporate and Other segment.

        Our reportable operating segments are North American Records and Information Management Business, North American Data Management Business, International Business and Corporate and Other. See Note 7 to Notes to Consolidated Financial Statements. Our North American Records and Information Management Business segment offers storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Records Management"); information destruction services ("Destruction"); 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 and technology escrow services that protect and manage source code. Our North American Data Management Business segment offers the storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations ("Data Protection & Recovery"); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients. Our International Business segment offers storage and information management services throughout Europe, Latin America and Asia Pacific, including Records Management, Data Protection & Recovery, Destruction and DMS. Our European operations provide Records Management, Data Protection & Recovery and DMS throughout Europe, and Destruction services are primarily provided in the United Kingdom and Ireland. Our Latin America operations provide Records Management, Data Protection & Recovery, Destruction and DMS throughout Argentina, Brazil, Chile, Colombia, Mexico and Peru. Our Asia Pacific operations provide Records Management, Data Protection & Recovery, Destruction and DMS throughout Australia, with Records Management and Data Protection & Recovery services also provided in certain cities in India, Singapore, Hong Kong-SAR and China. Corporate and Other consists of our data center business in the United States, the primary product offering of our Emerging Businesses segment, as well as 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 and Other also includes stock-based employee compensation expense associated with all stock options, restricted stock, restricted stock units, performance units and shares of stock issued under our employee stock purchase plan.

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North American Records and Information Management Business

	Three Months Ended March 31,								Percentage Change
							Dollar Change					Constant Currency			Internal Growth
	2013			2014					Actual
Storage Rental	$	263,999		$	268,523		$	4,524		1.7	%		3.1	%		(0.3	)%
Service		176,016			177,609			1,593		0.9	%		2.2	%		(1.1	)%
Segment Revenue	$	440,015		$	446,132		$	6,117		1.4	%		2.7	%		(0.6	)%
Segment Adjusted OIBDA(1)	$	162,828		$	167,409		$	4,581
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		37.0	%		37.5	%

(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 operating income.

        During the three months ended March 31, 2014, reported revenue in our North American Records and Information Management Business segment increased 1.4% compared to the three months ended March 31, 2013, primarily attributable to the impact of acquisitions of 3.3%, partially offset by negative internal growth of 0.6%. The negative internal growth was primarily the result of a trend toward reduced retrieval/re-file activity and the related transportation revenues. For the three months ended March 31, 2014, foreign currency exchange rate fluctuations decreased our reported revenues for the North American Records and Information Management Business segment by 1.3% compared to the same prior year period due to the weakening of the Canadian dollar against the U.S. dollar. Adjusted OIBDA as a percentage of segment revenue increased 50 basis points during the three months ended March 31, 2014 compared to the same period of 2013, primarily due to a decrease in compensation expense as a result of the organizational restructuring initiated in the fourth quarter of 2013.

North American Data Management Business

	Three Months Ended March 31,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2013			2014						Actual
Storage Rental	$	59,712		$	60,984		$	1,272			2.1	%		2.8	%		2.3	%
Service		39,115			35,740			(3,375	)		(8.6	)%		(8.0	)%		(8.7	)%
Segment Revenue	$	98,827		$	96,724		$	(2,103	)		(2.1	)%		(1.5	)%		(2.0	)%
Segment Adjusted OIBDA(1)	$	59,417		$	54,268		$	(5,149	)
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		60.1	%		56.1	%

(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 operating income.

        During the three months ended March 31, 2014, reported revenue in our North American Data Management Business segment decreased 2.1% compared to the three months ended March 31, 2013, primarily due to negative internal growth of 2.0%. The negative internal growth was primarily driven by negative service internal growth of 8.7% in the three months ended March 31, 2014, which was due to declines in service revenue activity levels as the business becomes more archival in nature. For the three months ended March 31, 2014, foreign currency exchange rate fluctuations decreased our

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reported revenues for the North American Data Management Business segment by 0.6% compared to the same prior year period due to the weakening of the Canadian dollar against the U.S. dollar. Adjusted OIBDA as a percentage of segment revenue declined 400 basis points during the three months ended March 31, 2014 compared to the same period of 2013, primarily due to the aforementioned negative internal growth, as well as costs not declining in proportion to the decline in revenue.

International Business

	Three Months Ended March 31,								Percentage Change
							Dollar Change					Constant Currency			Internal Growth
	2013			2014					Actual
Storage Rental	$	115,442		$	126,574		$	11,132		9.6	%		12.5	%		5.2	%
Service		89,111			97,856			8,745		9.8	%		12.4	%		4.1	%
Segment Revenue	$	204,553		$	224,430		$	19,877		9.7	%		12.4	%		4.7	%
Segment Adjusted OIBDA(1)	$	47,898		$	58,763		$	10,865
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		23.4	%		26.2	%

(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 operating income.

        Reported revenues in our International Business segment increased 9.7% during the three months ended March 31, 2014 over the same prior year period. Internal growth for the three months ended March 31, 2014 was 4.7%, supported by solid 5.2% storage rental internal growth and 4.1% total service internal growth. Acquisitions contributed 7.7% to total reported revenue growth in the three months ended March 31, 2014. Foreign currency fluctuations in 2014 resulted in decreased revenue in the three months ended March 31, 2014, as measured in U.S. dollars, of approximately 2.7% as compared to the same prior year period, primarily due to the weakening of the Australian dollar and Brazilian real, offset by an increase of the British pound sterling and the Euro against the U.S. dollar. Adjusted OIBDA as a percentage of segment revenue increased on a portfolio basis in the three months ended March 31, 2014 compared to the same prior year period, primarily due to increased operating income from productivity gains, pricing actions and disciplined cost management.

Corporate and Other

	Three Months Ended March 31,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2013			2014						Actual
Storage Rental	$	3,316		$	2,808		$	(508	)		(15.3	)%		(15.3	)%		(15.3	)%
Service		320			32			(288	)		(90.0	)%		(90.0	)%		(90.1	)%
Segment Revenue	$	3,636		$	2,840		$	(796	)		(21.9	)%		(21.9	)%		(21.9	)%
Segment Adjusted OIBDA(1)	$	(42,667	)	$	(51,916	)	$	(9,249	)
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue		(5.7	)%		(6.7	)%

(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 operating income.

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        During the three months ended March 31, 2014, expenses in the Corporate and Other segment as a percentage of consolidated revenue increased compared to the three months ended March 31, 2013, primarily due to increased insurance costs of $3.5 million associated with the recent fire at one of our facilities in Buenos Aires, Argentina, professional fees of $2.9 million and higher stock-based compensation of $1.4 million.

Liquidity and Capital Resources

        The following is a summary of our cash balances and cash flows (in thousands) as of and for the three months ended March 31,

	2013			2014
Cash flows from operating activities—continuing operations	$	105,735		$	55,641
Cash flows from investing activities—continuing operations		(100,498	)		(128,903	)
Cash flows from financing activities—continuing operations		(14,088	)		120,839
Cash and cash equivalents at the end of period		229,999			169,906

        Net cash provided by operating activities from continuing operations was $55.6 million for the three months ended March 31, 2014 compared to $105.7 million for the three months ended March 31, 2013. The 47.4% period over period decrease resulted primarily from an increase in cash used in working capital of $44.6 million primarily related to timing of cash interest and other operating accounts payable payments and accruals, and a decrease in net income, including non-cash charges and realized foreign exchange losses, of $5.5 million.

        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 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 three months ended March 31, 2014 amounted to $107.9 million, $30.8 million and $8.2 million, respectively. For the three months ended March 31, 2014, these expenditures were funded with cash flows provided by operating activities from continuing operations, cash equivalents on hand and borrowings under our Revolving Credit Facility (defined below). Excluding potential future acquisitions and Conversion Plan related capital expenditures, we expect our capital expenditures to be approximately $340.0 million in the year ending December 31, 2014. Included in our estimated capital expenditures for 2014 is approximately $90.0 million of real estate and approximately $5.0 million associated with the Conversion Plan.

        Net cash provided by financing activities from continuing operations was $120.8 million for the three months ended March 31, 2014. During the three months ended March 31, 2014, we received $421.4 million in net proceeds primarily from our Credit Agreement (defined below). We used the proceeds from these transactions for the retirement of $247.3 million of our 7¹/4% GBP Senior Subordinated Notes due 2014 and to pay dividends in the amount of $52.7 million on our common stock.

Share Repurchases and Dividends

        Under the terms of an authorization to repurchase shares, as of March 31, 2014, we had a remaining amount available for repurchase under our share repurchase program of $66.0 million, which represents approximately 1% in the aggregate of our outstanding common stock based on the closing stock price on such date.

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        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 2013 and in the first quarter of 2014, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount (in thousands)		Payment Date
March 14, 2013	$	0.2700	March 25, 2013	$	51,460	April 15, 2013
June 6, 2013		0.2700	June 25, 2013		51,597	July 15, 2013
September 11, 2013		0.2700	September 25, 2013		51,625	October 15, 2013
December 16, 2013		0.2700	December 27, 2013		51,683	January 15, 2014
March 14, 2014		0.2700	March 25, 2014		51,812	April 15, 2014

Potential REIT Conversion

        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 cash to stockholders by May 2012. The Conversion Plan, however, included several modifications to the previously announced stockholder payout plan. In accordance with tax rules applicable to REIT conversions, and assuming we are successful in converting to a REIT effective January 1, 2014, we anticipate making distributions to stockholders of our undistributed accumulated earnings and profits attributable to all taxable periods ending on or prior to December 31, 2013 as well as of certain other extraordinary items of taxable income that we expect to recognize in 2014 in connection with our proposed conversion to a REIT, such as depreciation recapture in respect of our accounting method changes commenced in our pre-REIT period as well as foreign earnings and profits that we repatriate as dividend income (collectively, the "Special Distributions"), which is estimated to be approximately $1.3 billion to $1.45 billion. On October 11, 2012, we announced the declaration by our board of directors of a special distribution of $700 million (the "2012 Special Distribution") payable, at the election of the stockholders, in either common stock or cash. The 2012 Special Distribution, which is a portion of the Special Distributions, was paid in a combination of common stock and cash on November 21, 2012 (the "Distribution Date"). In the 2012 Special Distribution we paid cash in the aggregate amount of approximately $140.0 million (including cash paid in lieu of fractional shares) and we issued approximately 17.0 million shares of common stock, or approximately $560.0 million in value. These shares impacted weighted average shares outstanding from the date of issuance, thus impacting our earnings per share data prospectively from the Distribution Date. If we are successful in converting to a REIT in 2014, we anticipate that the balance of the Special Distributions will be paid in the second half of 2014 (the "2014 Special Distribution") in a combination of common stock and cash, with at least 80% of the 2014 Special Distribution in the form of common stock and up to 20% in cash. With regard to our levels of indebtedness, we plan to operate within our target leverage ratio range of 4x–5x EBITDAR as defined in our Credit Agreement (defined below). We may, however, 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 have undertaken and completed major modifications to our internal systems, including accounting, information technology and real estate, in connection with the Conversion Plan. We currently estimate that we will incur approximately $395.0 million to $425.0 million in costs to support the Conversion Plan, including approximately $210.0 million to $225.0 million of related tax payments associated with a change in our method of depreciating and

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amortizing various assets, including certain of our racking structures, from our prior 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 paid in 2012 and $53.0 million paid in 2013. No additional payments were made in the first quarter of 2014. These tax liabilities were already reflected as long-term deferred income taxes on our Consolidated Balance Sheets. As such, there will be no income statement impact associated with the payment of these tax liabilities. Additionally, we currently estimate the operating and capital expenditures associated with the Conversion Plan through the end of 2014 to be approximately $185.0 million to $200.0 million. Of these amounts, approximately $153.3 million was incurred through 2013, including approximately $35.9 million of capital expenditures. Additionally, approximately $10.5 million was incurred in the first quarter of 2014, including approximately $2.2 million of capital expenditures.

Financial Instruments and Debt

        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 March 31, 2014 relate to cash and cash equivalents and restricted cash held on deposit with two global banks and two "Triple A" rated money market funds, all of 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 in any one financial institution to a maximum of $75.0 million. As of March 31, 2014, our cash and cash equivalents and restricted cash balance was $203.8 million, including money market funds and time deposits amounting to $59.2 million. A substantial portion of the money market fund is invested in U.S. Treasuries. As of March 31, 2014, we had approximately $154.1 million of our cash and cash equivalents in foreign entities (excluding foreign branches of U.S. entities). We do not intend to repatriate this cash and cash equivalents in the foreseeable future, and we have both the ability and the intent to reinvest these funds indefinitely outside the U.S.

        Our consolidated debt as of March 31, 2014 comprised the following (in thousands):

Revolving Credit Facility(1)	$	1,108,537
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)		349,854
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)		400,000
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)		411,550
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(3)		181,020
6% Senior Notes due 2023 (the "6% Notes")(2)		600,000
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)		1,000,000
Real Estate Mortgages, Capital Leases and Other		292,728
Total Long-term Debt		4,343,689
Less Current Portion		(55,084	)
Long-term Debt, Net of Current Portion	$	4,288,605

(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 (including promissory notes) of subsidiaries owed to us or to one of our U.S. subsidiary guarantors. In addition, Canada Company has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian Dollar subfacility under these debt instruments.

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(2)

Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by substantially all of its direct and indirect 100% 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 Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements.

        On August 7, 2013, we amended our existing credit agreement. The revolving credit facilities (the "Revolving Credit Facility") under our credit agreement, as amended (the "Credit Agreement"), allow IMI and certain of its U.S. and foreign subsidiaries to borrow in U.S. dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros, Brazilian reais and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1.5 billion. We have the right to request an increase in the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $2.0 billion. At the time of the amendment, we repaid all term loans outstanding under our term loan facility of our prior credit agreement. The Revolving Credit Facility terminates on June 27, 2016, at which point all obligations under the Credit Agreement become due. IMI and substantially all of its U.S. subsidiaries guarantee all obligations under the Credit Agreement, and have pledged the capital stock or other equity interests of most of their U.S. subsidiaries, up to 66% of the capital stock or other equity interests of their first-tier foreign subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by them to secure the Credit Agreement. In addition, Canada Company has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it to secure the Canadian dollar subfacility under the Credit Agreement. 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 our consolidated leverage ratio. 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 March 31, 2014, we had $1.1 billion of outstanding borrowings under the Revolving Credit Facility, $603.0 million of which was denominated in U.S. dollars, 92.9 million of which was denominated in Canadian dollars, 158.2 million of which was denominated in British pounds sterling, 104.7 million of which was denominated in Euros and 14.9 million of which was denominated in Australian dollars; we also had various outstanding letters of credit totaling $4.9 million. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2014, based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $386.5 million (which amount represents the maximum availability as of such date). The average interest rate in effect under the Revolving Credit Facility was 2.7% and ranged from 2.4% to 4.9% as of March 31, 2014. For the three months ended March 31, 2013 and 2014, we recorded commitment fees and letters of credit fees of $0.6 million and $0.7 million, respectively, based on the unused balances under the Revolving Credit Facility and outstanding letters of credit.

        In January 2014, we redeemed the 150.0 million British pounds sterling (approximately $247.0 million) in aggregate principal amount outstanding of our 7¹/4% Notes at 100% of par, plus accrued and unpaid interest, utilizing borrowings under our Revolving Credit Facility and cash on-hand.

        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

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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 uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios. IMI's Credit Agreement net total lease adjusted leverage ratio was 5.0 and 5.1 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 6.5, and its net secured debt lease adjusted leverage ratio was 2.2 and 2.5 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 4.0. IMI's bond leverage ratio (which is not lease adjusted), per the indentures, was 5.1 as of both December 31, 2013 and March 31, 2014, compared to a maximum allowable ratio of 6.5. IMI's Credit Agreement fixed charge coverage ratio was 2.5 as of both December 31, 2013 and March 31, 2014, compared to a minimum allowable ratio of 1.5 under the Credit Agreement. 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.

Acquisitions

        In January 2014, in order to enhance our international operations, we acquired Tape Management Services Pty Ltd, a storage and data management company with operations in Australia, for approximately $15.3 million.

        In February 2014, in order to enhance our international operations, we acquired RM Arsiv Yönetim Hizmetleri Ticaret Anonim Sirketi, a storage rental and records management business with operations in Turkey, for approximately $20.9 million, of which $16.8 million was paid in the first quarter of 2014, with the remainder to be paid out based upon a customary working capital adjustment and whether we make claims for indemnification against the former owners of the business.

        In April 2014, in order to enhance our international operations, we acquired the stock of OSG Records Management (Europe) Limited, a storage rental and records management business with operations in Poland, for approximately $16.5 million.

Contractual Obligations

        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 and other financings, which may include senior or 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. We are highly leveraged and, as a C-Corporation, we expect to continue to be highly leveraged for the foreseeable future. However, 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 has increased, in the short-term, to fund the costs of the Conversion Plan.

Net Operating Losses and Foreign Tax Credit Carryforwards

        We have federal net operating loss carryforwards, which expire in 2021 through 2033, of $87.3 million ($30.6 million, tax effected) at March 31, 2014 to reduce future federal taxable income. We have assets for state net operating losses of $2.7 million (net of federal tax benefit), which expire in

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2014 through 2025, subject to a valuation allowance of approximately 45%. We have assets for foreign net operating losses of $56.0 million, with various expiration dates (and in some cases no expiration date), subject to a valuation allowance of approximately 72%. We also have foreign tax credits of $9.2 million, which will begin to expire in 2025.

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 rental 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 March 31, 2014 (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. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

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.

        There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Act of 1934) during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 March 31, 2014, nor did we repurchase any shares of our common stock during the three months ended March 31, 2014. As of March 31, 2014, we had approximately $66.0 million available for future repurchase under our authorized stock repurchase program.

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Item 6.    Exhibits

(a)   Exhibits

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

Exhibit No.		Description
	10.1	Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 21). (#) (Incorporated by reference to the Company's Current Report on Form 8-K dated March 14, 2014.)
	10.2	Change in Control Agreement, dated September 8, 2008, between the Company and Ernest W. Cloutier. (Filed herewith.)
	10.3	Employment Offer Letter, dated April 10, 2014, from the Company to Roderick Day. (#) (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. (Furnished herewith.)
	32.2	Section 1350 Certification of Chief Financial Officer. (Furnished herewith.)
	101.1	The following materials from Iron Mountain Incorporated's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, 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
By:	/s/ RODERICK DAY Roderick Day Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Dated: May 1, 2014

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EX-10.2

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

WHEREAS, Iron Mountain Incorporated (the “Company”) has granted and may hereafter grant the undersigned (the “Optionee”) one or more options (the “Options”) to purchase shares of the Company’s common stock, par value $0.01 (the “Common Stock”), pursuant to option agreements between the Company and Optionee (each, an “Option Agreement”); and

WHEREAS, the Optionee and the Company desire to provide to the Optionee an additional component of “Good Reason” as used in connection with a “Vesting Change in Control” regarding all outstanding Options held by the Optionee as of the date hereof and as hereafter may be granted under Option Agreements between the Company and the Optionee (as amended and as may be amended or entered into in the future, the “Stock Option Agreements”);

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter contained, the Optionee and the Company agree that the existing Option Agreements are hereby amended to, and future Option Agreements will, provide, notwithstanding any other provision in a Stock Option Agreement or the plan(s) with respect to which such Options are granted (collectively, the “Plans”) to the contrary:

1.That the definition of the phrase “Good Reason” as used in connection with a “Vesting Change in Control” shall include the following additional component: “a material diminution in the responsibilities or title of the Optionee’s position with Iron Mountain and/or the assignment to Optionee of duties and responsibilities that are generally inconsistent with the Optionee’s position with Iron Mountain immediately prior to the Vesting Change in Control.” For the avoidance of doubt, “Good Reason” will have occurred if the foregoing component or one of the components of “Good Reason” in the Plans shall have occurred.

2.Except as otherwise provided herein, all other terms and conditions of each Stock Option Agreement shall remain in full force and effect.

Capitalized terms not defined herein have the same meaning given to them in the applicable Stock Option Agreement, or if not defined therein, the applicable Plan.

IN WITNESS WHEREOF, the Optionee and the Company have executed this Change in Control Agreement this 8th day of September, 2008.

IRON MOUNTAIN INCORPORATED		OPTIONEE
By:	/s/ Linda Rossetti	/s/ Ernest W. Cloutier
Its:	Linda Rossetti	Name:	Ernest W. Cloutier

EX-10.3

Exhibit 10.3

CORPORATE OFFICES

ONE FEDERAL STREET

BOSTON, MA 02110

TELEPHONE: 617-535-4766

www.ironmountain.com

April 10, 2014

Roderick Day

47 Melrose Road

London

SW18 1LX

United Kingdom

Dear Rod,

I am pleased to confirm your appointment by the Board of Directors of Iron Mountain Incorporated to the position of Executive Vice President and Chief Financial Officer, effective as of March 14, 2014 (the “Effective Date”).  As we have discussed, you will be based in our Boston office but will split your time between our Boston and London offices for the first 30 months of this assignment and it is anticipated that you will relocate to Boston after that period.  By accepting this offer, you agree that your existing employment agreement dated November 16, 2009 between yourself and Iron Mountain (UK) Ltd. (the “UK Agreement”) is hereby superseded and that you will be a US employee of Iron Mountain Information Management, LLC and that your employment relationship will be governed by Massachusetts law.

Your new compensation package while holding this position shall be as follows.

Compensation

Your annualized base salary for this role will be £300,000, which amount was determined to be approximately equivalent to USD $500,000. This amount, minus withholdings and deductions, will be paid in accordance with regular local payroll practices. Your salary and performance will be reviewed in conjunction with the annual focal process and compensation review. You agree to sign and strictly abide by the enclosed Employee Confidentiality and Non-Competition Agreement. Iron Mountain is an at-will employer and this is not a contract for employment for any specific time period. You or Iron Mountain are free to terminate your employment at any time, with or without cause, and your salary would end on the last day of employment.

Incentive Compensation

You will be eligible to receive an annual performance-based cash bonus of up to 80% of your base salary, provided you are actively employed at the time payment is made. Incentive Compensation will be based upon successful completion of agreed

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	upon objectives, company performance and your overall performance.
Equity	The Compensation Committee of the Board of Directors of Iron Mountain Incorporated (the “Committee”) approved on the Effective Date the following equity awards. Stock Options: An award of 25,057 stock options under the Iron Mountain Incorporated 2002 Stock Incentive Plan, as amended (the “2002 SIP”), which award has an approximate Black-Scholes value equal to USD $$160,000. The exercise price of these options is USD $27.665, the fair market value of the shares on the grant date, as determined pursuant to the 2002 SIP. This stock option award will vest at the rate of 33.3% per year with the first vesting of 33.3% to occur on the one year anniversary of the date of the grant. Restricted Stock Units: An award of 8,675 restricted stock units under the 2002 SIP, which award has an approximate value equal to USD $240,000 based on the fair market value of our shares on the grant date, as determined pursuant to the 2002 SIP. This restricted stock unit award will vest at the rate of 33.3% per year with the first vesting of 33.3% to occur on the one year anniversary of the grant date. Performance Units: An award of 14,458 target performance units under the 2002 SIP, which award has an approximate value equal to USD $400,000 based on the fair market value of our shares on the grant date, as determined pursuant to the 2002 SIP. This award, if earned based on the performance goals, vests on the third anniversary of the grant date. Each stock option, restricted stock unit and performance unit award will be governed by the 2002 SIP, which is reviewed on a regular basis and is subject to change.
Benefits	Notwithstanding the termination of your UK Agreement, you will remain eligible for UK benefits comparable to your former London based role and location until you permanently relocate to Boston. This includes your car (and fuel) allowance, a yearly motor insurance supplement, a UK pension benefit of 7.5% of your base salary (provided your contribution is at least 2.5% of your base salary), which amount will be contributed to the Iron Mountain Group Personal Pension Plan, a UK life assurance cover equivalent to four times the amount of your basic annual salary during your employment with Iron Mountain, and eligibility to participate in the UK private medical insurance plan (family coverage will be provided at Iron Mountain’s cost if you elect to continue to participate in this arrangement). You will, however, be provided appropriate medical benefits to ensure seamless coverage during your time in the US.

2

Transition Benefits	You will be eligible for transition benefits to accommodate your split working location between Boston and London for the first 30 months of your assignment, subject to any extension approved by the Committee. Specifically, Iron Mountain will lease a furnished one-bedroom apartment for your use while in Boston. You will be reimbursed by Iron Mountain for the cost of up to four round-trip flights from London to Boston for your spouse per year, subject to business travel guidelines. A tax gross-up with respect to any imputed income arising from each of the preceding Transition Benefit terms, and any necessary business trips between London and Boston, which gross-up entitlement shall cease when you relocate to the US, will be provided in an amount determined by an accounting firm retained by Iron Mountain. In addition, Iron Mountain will engage the accounting firm, and will be invoiced directly, to provide tax reporting support for you and Iron Mountain will provide “tax equalization” as is standard for an expatriate assignment, as necessary.
Severance	The Committee will add you as a participant to the Severance Program No. 1, which is part of The Iron Mountain Companies Severance Plan, each as amended and in effect from time to time; provided, however, that the Committee further proposes to amend (and you agree to such amendment of) Severance Program No. 1 as applicable to you by replacing the existing clause (b) of the “Good Reason” definition with the following: “(b) required the Covered Employee to be based at an office or primary work location that is greater than fifty miles from either the Boston corporate office or the London corporate office.”
Data Protection Legislation	To manage this new relationship effectively we may need to process personal data relating to you for the purpose of personnel and employment administration. This may include the transfer of data and/or sensitive personal data to, and processing by, other offices. Examples could include providing Iron Mountain’s US office with your bank account details, or an emergency contact number for a relative in the UK. By accepting this offer, you consent under the UK Data Protection Act and equivalent legislation as may apply outside the UK to the processing of this personal data. This is likely to include the provision that, from time to time, such data be transferred to the other offices, including those based in countries outside of the EU.

3

Speaking for myself, and everyone at Iron Mountain, I congratulate you and share the confidence the Board of Directors has shown in you by appointing you to this position on a permanent basis.

Sincerely,

Anne S. Drapeau

Executive Vice President, Strategy and Talent

Acceptance This letter contains the agreements and understandings between you and Iron Mountain with respect to your appointment to the position of Executive Vice President and Chief Financial Officer.  Please confirm your acceptance of this offer and the terms and conditions set forth herein by signing two copies of this letter and the Employee Confidentiality and Non-Competition Agreement attached hereto and returning one copy to us within five days of receipt of this offer.

/s/ Roderick Day

Roderick Day

April 10, 2014

Date

4

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,										Three Months Ended March 31,
	2009		2010		2011		2012		2013		2013		2014
Earnings:
Income from Continuing Operations before Provision for Income Taxes	$	345,279	$	334,222	$	352,900	$	298,366	$	163,018	$	56,921	$	74,446
Add: Fixed Charges		292,860		284,052		286,241		326,261		335,637		83,216		88,292
	$	638,139	$	618,274	$	639,141	$	624,627	$	498,655	$	140,137	$	162,738
Fixed Charges:
Interest Expense, Net	$	212,545	$	204,559	$	205,256	$	242,599	$	254,174	$	63,182	$	62,312
Interest Portion of Rent Expense		80,315		79,493		80,985		83,662		81,463		20,034		25,980
	$	292,860	$	284,052	$	286,241	$	326,261	$	335,637	$	83,216	$	88,292
Ratio of Earnings to Fixed Charges		2.2x		2.2x		2.2x		1.9x		1.5x		1.7x		1.8x

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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, William L. Meaney, 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 officer(s) 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 officer(s) 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 the 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: May 1, 2014

/s/ WILLIAM L. MEANEY
William L. Meaney
President and Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATIONS

EX-31.2

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EXHIBIT 31.2

CERTIFICATIONS

I, Roderick Day, 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 officer(s) 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 officer(s) 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 the 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: May 1, 2014

/s/ RODERICK DAY
Roderick Day
Executive Vice President and 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 March 31, 2014 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the President and 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: May 1, 2014

/s/ WILLIAM L. MEANEY
William L. Meaney
President and 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 March 31, 2014 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the Executive Vice President and 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: May 1, 2014

/s/ RODERICK DAY
Roderick Day
Executive Vice President and 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 8) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Accumulated other comprehensive items, net
Accumulated other comprehensive items, net	$ (6,983)		$ (8,660)
Other Expense (Income), Net:
Foreign currency transaction losses (gains), net	6,438	3,565
Other, net	(1,121)	(826)
Total other expense (income), net	5,317	2,739
Foreign currency translation adjustments
Accumulated other comprehensive items, net
Accumulated other comprehensive items, net	(7,909)		(9,586)
Market value adjustments for securities, net of tax
Accumulated other comprehensive items, net
Accumulated other comprehensive items, net	$ 926		$ 926

XML

Stockholders' Equity Matters (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended										1 Months Ended	3 Months Ended			0 Months Ended
	Mar. 31, 2014	Mar. 14, 2014	Jan. 15, 2014	Dec. 16, 2013	Oct. 15, 2013	Sep. 11, 2013	Jul. 15, 2013	Jun. 06, 2013	Apr. 15, 2013	Mar. 14, 2013	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013 Series A Junior Participating Preferred Stock	Apr. 15, 2014 Subsequent event
Stockholders' Equity Note
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		$ 0.2700		$ 0.2700		$ 0.2700		$ 0.2700	$ 0.2700
Dividends declared		51,812		51,683		51,625		51,597		51,460		52,290	52,448
Dividends paid ( in dollars per share)			$ 0.2700		$ 0.2700		$ 0.2700		$ 0.2700						$ 0.2700
Dividends paid			$ 51,683		$ 51,625		$ 51,597		$ 51,460			$ 52,735	$ 51,662		$ 51,812
Number of preferred stock purchase right entitled for each share of common stock											1
Fractional value of shares														0.001
Purchase price of rights														$ 114.00

XML

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Jul. 31, 2013 item	Mar. 31, 2013	Dec. 31, 2012
Consolidating financial statements
Percentage of subsidiaries owned	100.00%
Current Assets:
Cash and Cash Equivalents	$ 169,906	$ 120,526		$ 229,999	$ 243,415
Restricted Cash	33,860	33,860
Accounts Receivable	626,116	616,797
Other Current Assets	157,747	162,424
Total Current Assets	987,629	933,607
Property, Plant and Equipment, Net	2,561,786	2,578,260
Other Assets, Net:
Goodwill	2,466,001	2,463,352
Other	691,201	677,786
Total Other Assets, Net	3,157,202	3,141,138
Total Assets	6,706,617	6,653,005		6,298,180
Liabilities and Equity
Current Portion of Long-term Debt	55,084	52,583
Total Other Current Liabilities	812,766	906,518
Long-term Debt, Net of Current Portion	4,288,605	4,119,139
Other Long-term Liabilities	498,991	516,931
Commitments and Contingencies (see Note 8)
Total Iron Mountain Incorporated Stockholders' Equity	1,042,818	1,047,338
Noncontrolling Interests	8,353	10,496
Total Equity	1,051,171	1,057,834		1,128,077	1,162,448
Total Liabilities and Equity	6,706,617	6,653,005
Eliminations
Current Assets:
Intercompany Receivable	(391,241)	(763,108)
Other Current Assets	(30)	(30)
Total Current Assets	(391,271)	(763,138)
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	(1,835,899)	(1,779,242)
Investment in Subsidiaries	(3,060,155)	(2,986,258)
Other	(114)	(114)
Total Other Assets, Net	(4,896,168)	(4,765,614)
Total Assets	(5,287,439)	(5,528,752)
Liabilities and Equity
Intercompany Payable	(391,241)	(763,108)
Current Portion of Long-term Debt	(30)	(30)
Long-term Notes Payable to Affiliates and Intercompany Payable	(1,835,899)	(1,779,242)
Other Long-term Liabilities	(114)	(114)
Total Iron Mountain Incorporated Stockholders' Equity	(3,060,155)	(2,986,258)
Total Equity	(3,060,155)	(2,986,258)
Total Liabilities and Equity	(5,287,439)	(5,528,752)
Parent | Reportable legal entities
Current Assets:
Cash and Cash Equivalents		1,243
Restricted Cash	33,860	33,860
Intercompany Receivable	391,241	761,501
Other Current Assets	625	1,120
Total Current Assets	425,726	797,724
Property, Plant and Equipment, Net	974	1,019
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,832,317	1,775,570
Investment in Subsidiaries	1,607,312	1,570,505
Other	37,519	38,862
Total Other Assets, Net	3,477,148	3,384,937
Total Assets	3,903,848	4,183,680
Liabilities and Equity
Total Other Current Liabilities	98,517	125,705
Long-term Debt, Net of Current Portion	2,761,404	3,009,597
Long-term Notes Payable to Affiliates and Intercompany Payable	1,012	1,000
Other Long-term Liabilities	97	40
Total Iron Mountain Incorporated Stockholders' Equity	1,042,818	1,047,338
Total Equity	1,042,818	1,047,338
Total Liabilities and Equity	3,903,848	4,183,680
Guarantors | Reportable legal entities
Current Assets:
Cash and Cash Equivalents	7,484	10,366		4,132	13,472
Accounts Receivable	367,056	358,118
Other Current Assets	100,803	98,717
Total Current Assets	475,343	467,201
Property, Plant and Equipment, Net	1,555,366	1,569,248
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,012	1,000
Investment in Subsidiaries	1,348,607	1,313,835
Goodwill	1,622,018	1,638,534
Other	376,992	376,939
Total Other Assets, Net	3,348,629	3,330,308
Total Assets	5,379,338	5,366,757
Liabilities and Equity
Intercompany Payable	264,578	581,029
Current Portion of Long-term Debt	28,982	30,236
Total Other Current Liabilities	472,853	530,169
Long-term Debt, Net of Current Portion	820,101	508,382
Long-term Notes Payable to Affiliates and Intercompany Payable	1,832,172	1,772,144
Other Long-term Liabilities	373,628	392,545
Total Iron Mountain Incorporated Stockholders' Equity	1,587,024	1,552,252
Total Equity	1,587,024	1,552,252
Total Liabilities and Equity	5,379,338	5,366,757
Canada Company | Reportable legal entities
Consolidating financial statements
Number of wholly owned entities into which assets and liabilities were contributed			2
Current Assets:
Cash and Cash Equivalents	7,571	1,094		96,965	103,346
Accounts Receivable	35,609	38,928
Intercompany Receivable		1,607
Other Current Assets	3,420	5,995
Total Current Assets	46,600	47,624
Property, Plant and Equipment, Net	164,181	172,246
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	2,570	2,672
Investment in Subsidiaries	31,924	31,130
Goodwill	180,345	187,259
Other	10,663	11,257
Total Other Assets, Net	225,502	232,318
Total Assets	436,283	452,188
Liabilities and Equity
Intercompany Payable	7,129
Total Other Current Liabilities	24,690	29,513
Long-term Debt, Net of Current Portion	268,936	289,105
Other Long-term Liabilities	31,292	31,652
Total Iron Mountain Incorporated Stockholders' Equity	104,236	101,918
Total Equity	104,236	101,918
Total Liabilities and Equity	436,283	452,188
Non-Guarantors | Reportable legal entities
Current Assets:
Cash and Cash Equivalents	154,851	107,823		128,902	126,597
Accounts Receivable	223,451	219,751
Other Current Assets	52,929	56,622
Total Current Assets	431,231	384,196
Property, Plant and Equipment, Net	841,265	835,747
Other Assets, Net:
Investment in Subsidiaries	72,312	70,788
Goodwill	663,638	637,559
Other	266,141	250,842
Total Other Assets, Net	1,002,091	959,189
Total Assets	2,274,587	2,179,132
Liabilities and Equity
Intercompany Payable	119,534	182,079
Current Portion of Long-term Debt	26,132	22,377
Total Other Current Liabilities	216,706	221,131
Long-term Debt, Net of Current Portion	438,164	312,055
Long-term Notes Payable to Affiliates and Intercompany Payable	2,715	6,098
Other Long-term Liabilities	94,088	92,808
Total Iron Mountain Incorporated Stockholders' Equity	1,368,895	1,332,088
Noncontrolling Interests	8,353	10,496
Total Equity	1,377,248	1,342,584
Total Liabilities and Equity	$ 2,274,587	$ 2,179,132

XML

Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Summarized results of operations
Income (Loss) from Discontinued Operations, Net of Tax	$ (612)	$ 2,184
Worldwide Digital Operations
Summarized results of operations
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	(1,000)	88
Provision (Benefit) for Income Taxes	(375)	7
Income (Loss) from Discontinued Operations, Net of Tax	(625)	81
Italian Operations
Summarized results of operations
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	22	2,712
Provision (Benefit) for Income Taxes	9	609
Income (Loss) from Discontinued Operations, Net of Tax	$ 13	$ 2,103

XML

Acquisitions (Details 3) (Customer relationship assets)	3 Months Ended
	Mar. 31, 2014
Customer relationship assets
Acquired Finite-Lived Intangible Assets
Weighted average life of customer relationship assets associated with acquisitions	10 years

XML

Summary of Significant Accounting Policies (Details 2) (USD $) In Thousands, unless otherwise specified	0 Months Ended		3 Months Ended
	Jan. 02, 2014	Oct. 01, 2013	Mar. 31, 2014	Dec. 31, 2013	Oct. 02, 2013
Goodwill
Goodwill impairment charge	$ 0	$ 0
Reporting unit, percentage that fair value exceeded carrying value					15.00%
Carrying Value			2,466,001	2,463,352
Gross amount of goodwill
Balance, beginning of period	2,783,685		2,783,685
Non-deductible goodwill acquired during the year			23,971
Fair value and other adjustments			(19,128)
Currency effects			(2,509)
Balance, end of period			2,786,019
Accumulated amortization
Balance, beginning of period	320,333		320,333
Currency effects			(315)
Balance, end of period			320,018
Accumulated Goodwill Impairment Balance			132,409	132,409
Total fair value and other adjustments related to deferred income taxes and customer relationships			(18,212)
Cash received (paid) related to acquisitions made in previous years			916
Indefinite Lived Intangible Assets Excluding Goodwill
Indefinite lived intangible assets excluding goodwill			0
North American Records and Information Management
Goodwill
Carrying Value			1,401,347
Intellectual Property Management
Goodwill
Carrying Value			50,439
Fulfillment Services
Goodwill
Carrying Value			8,407
North American Business
Goodwill
Carrying Value				1,849,440
Western Europe
Goodwill
Carrying Value				375,954
Emerging Businesses
Goodwill
Carrying Value			0
New Western Europe
Goodwill
Carrying Value			389,752
Emerging Markets
Goodwill
Carrying Value				88,599
New Emerging Markets
Goodwill
Carrying Value			90,619
Latin America
Goodwill
Carrying Value			92,298	93,149
Asia Pacific
Goodwill
Carrying Value				56,210
Emerging Market Joint Ventures
Goodwill
Carrying Value				0
Australia and Singapore
Goodwill
Carrying Value			65,853
Greater China
Goodwill
Carrying Value			2,237
India
Goodwill
Carrying Value			0
Russia and Ukraine
Goodwill
Carrying Value			0
North American Records and Information Management business
Goodwill
Carrying Value			1,460,193	1,479,551
Gross amount of goodwill
Balance, beginning of period	1,688,280		1,688,280
Fair value and other adjustments			(13,213)
Currency effects			(6,466)
Balance, end of period			1,668,601
Accumulated amortization
Balance, beginning of period	208,729		208,729
Currency effects			(321)
Balance, end of period			208,408
Accumulated Goodwill Impairment Balance			85,909	85,909
North American Data Management Business
Goodwill
Carrying Value			365,049	369,889
Gross amount of goodwill
Balance, beginning of period	422,070		422,070
Fair value and other adjustments			(3,303)
Currency effects			(1,617)
Balance, end of period			417,150
Accumulated amortization
Balance, beginning of period	52,181		52,181
Currency effects			(80)
Balance, end of period			52,101
International Business
Goodwill
Carrying Value			640,759	613,912
Gross amount of goodwill
Balance, beginning of period	673,335		673,335
Non-deductible goodwill acquired during the year			23,971
Fair value and other adjustments			(2,612)
Currency effects			5,574
Balance, end of period			700,268
Accumulated amortization
Balance, beginning of period	59,423		59,423
Currency effects			86
Balance, end of period			59,509
Accumulated Goodwill Impairment Balance			$ 46,500	$ 46,500

XML

Subsequent Events (Details) (Subsequent event, OSG Records Management (Europe) Limited, USD $) In Thousands, unless otherwise specified	1 Months Ended
	Apr. 30, 2014
Subsequent event | OSG Records Management (Europe) Limited
Subsequent events
Purchase price	$ 16,500

XML

Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities

Fair value of derivative instruments

	Asset Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	72	Prepaid expenses and other	$	577
Total		$	72		$	577

	Liability Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	5,592	Accrued expenses	$	1,822
Total		$	5,592		$	1,822

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

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended March 31,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2013			2014
Foreign exchange contracts	Other (income) expense, net	$	(11,150	)	$	2,922
Total		$	(11,150	)	$	2,922

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	0 Months Ended				3 Months Ended
	Jan. 15, 2014	Oct. 15, 2013	Jul. 15, 2013	Apr. 15, 2013	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations					$ 55,641	$ 105,735
Cash Flows from Operating Activities-Discontinued Operations						870
Cash Flows from Operating Activities					55,641	106,605
Cash Flows from Investing Activities:
Capital expenditures					(107,856)	(95,418)
Cash paid for acquisitions, net of cash acquired					(30,781)	74
Investment in restricted cash						(1)
Additions to customer relationship and acquisition costs					(8,158)	(4,636)
Proceeds from sales of property and equipment and other, net					17,892	(517)
Cash Flows from Investing Activities-Continuing Operations					(128,903)	(100,498)
Cash Flows from Investing Activities-Discontinued Operations						(10)
Cash Flows from Investing Activities					(128,903)	(100,508)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt					(2,454,691)	(355,367)
Proceeds from revolving credit and term loan facilities and other debt					2,876,047	386,506
Early retirement of senior subordinated notes					(247,275)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net					(2,317)	194
Parent cash dividends	(51,683)	(51,625)	(51,597)	(51,460)	(52,735)	(51,662)
Proceeds from exercise of stock options and employee stock purchase plan					2,417	5,005
Excess tax benefits (deficiency) from stock-based compensation					(185)	1,705
Payment of debt financing costs					(422)	(469)
Cash Flows from Financing Activities-Continuing Operations					120,839	(14,088)
Cash Flows from Financing Activities					120,839	(14,088)
Effect of exchange rates on cash and cash equivalents					1,803	(5,425)
(Decrease) Increase in Cash and Cash Equivalents					49,380	(13,416)
Cash and Cash Equivalents, Beginning of Period					120,526	243,415
Cash and Cash Equivalents, End of Period					169,906	229,999
Eliminations
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries					(439,097)	(93,542)
Investment in subsidiaries					23,390	7,000
Cash Flows from Investing Activities-Continuing Operations					(415,707)	(86,542)
Cash Flows from Investing Activities					(415,707)	(86,542)
Cash Flows from Financing Activities:
Intercompany loans from parent					439,097	93,542
Equity contribution from parent					(23,390)	(7,000)
Cash Flows from Financing Activities-Continuing Operations					415,707	86,542
Cash Flows from Financing Activities					415,707	86,542
Parent | Reportable legal entities
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations					(68,972)	(47,266)
Cash Flows from Operating Activities					(68,972)	(47,266)
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries					377,202	95,719
Investment in subsidiaries					(11,695)	(3,500)
Investment in restricted cash						(1)
Cash Flows from Investing Activities-Continuing Operations					365,507	92,218
Cash Flows from Investing Activities					365,507	92,218
Cash Flows from Financing Activities:
Early retirement of senior subordinated notes					(247,275)
Parent cash dividends					(52,735)	(51,662)
Proceeds from exercise of stock options and employee stock purchase plan					2,417	5,005
Excess tax benefits (deficiency) from stock-based compensation					(185)	1,705
Cash Flows from Financing Activities-Continuing Operations					(297,778)	(44,952)
Cash Flows from Financing Activities					(297,778)	(44,952)
(Decrease) Increase in Cash and Cash Equivalents					(1,243)
Cash and Cash Equivalents, Beginning of Period					1,243
Guarantors | Reportable legal entities
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations					79,555	118,974
Cash Flows from Operating Activities-Discontinued Operations						(90)
Cash Flows from Operating Activities					79,555	118,884
Cash Flows from Investing Activities:
Capital expenditures					(71,520)	(61,795)
Cash paid for acquisitions, net of cash acquired					916	74
Intercompany loans to subsidiaries					61,895	(2,177)
Investment in subsidiaries					(11,695)	(3,500)
Additions to customer relationship and acquisition costs					(7,341)	(3,055)
Proceeds from sales of property and equipment and other, net					1,441	12
Cash Flows from Investing Activities-Continuing Operations					(26,304)	(70,441)
Cash Flows from Investing Activities-Discontinued Operations						(10)
Cash Flows from Investing Activities					(26,304)	(70,451)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt					(2,171,941)	(349,550)
Proceeds from revolving credit and term loan facilities and other debt					2,480,901	386,300
Intercompany loans from parent					(376,788)	(97,554)
Equity contribution from parent					11,695	3,500
Payment of debt financing costs						(469)
Cash Flows from Financing Activities-Continuing Operations					(56,133)	(57,773)
Cash Flows from Financing Activities					(56,133)	(57,773)
(Decrease) Increase in Cash and Cash Equivalents					(2,882)	(9,340)
Cash and Cash Equivalents, Beginning of Period					10,366	13,472
Cash and Cash Equivalents, End of Period					7,484	4,132
Canada Company | Reportable legal entities
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations					10,421	2,129
Cash Flows from Operating Activities					10,421	2,129
Cash Flows from Investing Activities:
Capital expenditures					(2,865)	(741)
Additions to customer relationship and acquisition costs					(280)	(70)
Proceeds from sales of property and equipment and other, net					64	(3,191)
Cash Flows from Investing Activities-Continuing Operations					(3,081)	(4,002)
Cash Flows from Investing Activities					(3,081)	(4,002)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt					(252,107)	(15)
Proceeds from revolving credit and term loan facilities and other debt					242,480
Intercompany loans from parent					8,640	(2,224)
Payment of debt financing costs					(12)
Cash Flows from Financing Activities-Continuing Operations					(999)	(2,239)
Cash Flows from Financing Activities					(999)	(2,239)
Effect of exchange rates on cash and cash equivalents					136	(2,269)
(Decrease) Increase in Cash and Cash Equivalents					6,477	(6,381)
Cash and Cash Equivalents, Beginning of Period					1,094	103,346
Cash and Cash Equivalents, End of Period					7,571	96,965
Non-Guarantors | Reportable legal entities
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations					34,637	31,898
Cash Flows from Operating Activities-Discontinued Operations						960
Cash Flows from Operating Activities					34,637	32,858
Cash Flows from Investing Activities:
Capital expenditures					(33,471)	(32,882)
Cash paid for acquisitions, net of cash acquired					(31,697)
Additions to customer relationship and acquisition costs					(537)	(1,511)
Proceeds from sales of property and equipment and other, net					16,387	2,662
Cash Flows from Investing Activities-Continuing Operations					(49,318)	(31,731)
Cash Flows from Investing Activities					(49,318)	(31,731)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt					(30,643)	(5,802)
Proceeds from revolving credit and term loan facilities and other debt					152,666	206
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net					(2,317)	194
Intercompany loans from parent					(70,949)	6,236
Equity contribution from parent					11,695	3,500
Payment of debt financing costs					(410)
Cash Flows from Financing Activities-Continuing Operations					60,042	4,334
Cash Flows from Financing Activities					60,042	4,334
Effect of exchange rates on cash and cash equivalents					1,667	(3,156)
(Decrease) Increase in Cash and Cash Equivalents					47,028	2,305
Cash and Cash Equivalents, Beginning of Period					107,823	126,597
Cash and Cash Equivalents, End of Period					$ 154,851	$ 128,902

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Derivative Instruments and Hedging Activities (Details 2) (Derivatives Not Designated as Hedging Instruments, USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair value of derivative instruments
Asset Derivatives	$ 577	$ 72
Liability Derivatives	1,822	5,592
Foreign exchange contracts | Prepaid expenses and other
Fair value of derivative instruments
Asset Derivatives	577	72
Foreign exchange contracts | Accrued expenses
Fair value of derivative instruments
Liability Derivatives	$ 1,822	$ 5,592

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Summary of Significant Accounting Policies (Details 6) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013	Dec. 31, 2013 item
Income (Loss) Per Share-Basic and Diluted
Income (Loss) from Continuing Operations	$ 42,721	$ 18,350
Total income (loss) from discontinued operations (see Note 10)	(612)	2,184
Net income (loss) attributable to Iron Mountain Incorporated	41,667	19,386
Weighted-average shares-basic	191,879,000	190,213,000
Effect of dilutive potential stock options (in shares)	682,801	1,395,106
Effect of dilutive potential restricted stock, RSUs and PUs (in shares)	507,219	501,974
Weighted-average shares-diluted	193,069,000	192,110,000
Earnings (Losses) per share-basic:
Income (Loss) from continuing operations (in dollars per share)	$ 0.22	$ 0.10
Total income (loss) income discontinued operations (see Note 10) (in dollars per share)	$ 0.00	$ 0.01
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.22	$ 0.10
Earnings (Losses) per share-diluted:
Income (Loss) from continuing operations (in dollars per share)	$ 0.22	$ 0.10
Total income (loss) from discontinued operations (see Note 10) (in dollars per share)	$ 0.00	$ 0.01
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.22	$ 0.10
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares)	1,380,962	260,298
Allowance for Doubtful Accounts and Credit Memo Reserves
The general period to charge-off uncollectible balances of receivable, as circumstances warrant, is no later than this period of time past due	1 year
Income Taxes:
Effective tax rates (as a percent)	42.60%	67.80%
Federal statutory tax rate (as a percent)	35.00%	35.00%
Effective tax rate increase (decrease) (as a percent)	1.30%
FX impact on increase (decrease) in effective income tax rate (as a percent)	1.10%	22.50%
Undistributed book earnings of foreign subsidiaries	51,954
Discrete tax benefit attributable to the exception of certain foreign earnings from U.S. federal taxation		4,025
Income tax period for amount after calculating cumulative effect of the changes on prior years, expected to be included in the determination of taxable income beginning in 2013	4 years
Increase in gross interest and penalties recorded	966	545
Accrued interest and penalties recorded	5,598		4,874
Concentrations of Credit Risk
Number of global banks with cash, cash equivalent and restricted cash held on deposit	2		1
Number of "Triple A" rated money market funds with cash, cash equivalent and restricted cash held on deposit	2		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	203,766		154,386
Money market funds and time deposits	$ 59,157		$ 36,613

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis
Adjusted OIBDA	$ 228,524	$ 227,476
Less: Depreciation and Amortization	86,433	80,201
Gain on disposal/write-down of property, plant and equipment, net	(8,307)	(539)
REIT Costs	8,323	24,972
Interest Expense, Net	62,312	63,182
Other Expense (Income), Net	5,317	2,739
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$ 74,446	$ 56,921

XML

Debt (Details) In Thousands, unless otherwise specified											3 Months Ended									3 Months Ended		1 Months Ended
	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2014 Credit Agreement	Dec. 31, 2013 Credit Agreement	Aug. 07, 2013 Credit Agreement USD ($)	Mar. 31, 2014 Credit Agreement CAD Canada Company	Mar. 31, 2014 Credit Agreement Minimum	Dec. 31, 2013 Credit Agreement Minimum	Mar. 31, 2014 Credit Agreement Maximum	Dec. 31, 2013 Credit Agreement Maximum	Mar. 31, 2014 Revolving Credit Facility USD ($)	Mar. 31, 2013 Revolving Credit Facility USD ($)	Dec. 31, 2013 Revolving Credit Facility USD ($)	Aug. 07, 2013 Revolving Credit Facility USD ($)	Mar. 31, 2014 Revolving Credit Facility USD USD ($)	Mar. 31, 2014 Revolving Credit Facility EUR EUR (€)	Mar. 31, 2014 Revolving Credit Facility CAD	Mar. 31, 2014 Revolving Credit Facility GBP GBP (£)	Mar. 31, 2014 Revolving Credit Facility AUD	Mar. 31, 2014 Revolving Credit Facility Minimum	Mar. 31, 2014 Revolving Credit Facility Maximum	Jan. 31, 2014 The 7 1/4% Notes USD ($)	Jan. 31, 2014 The 7 1/4% Notes GBP (£)	Mar. 31, 2014 The 7 1/4% Notes	Dec. 31, 2013 The 7 1/4% Notes USD ($)	Mar. 31, 2014 6 3/4% Notes USD ($)	Dec. 31, 2013 6 3/4% Notes USD ($)	Mar. 31, 2014 The 7 3/4% Notes USD ($)	Dec. 31, 2013 The 7 3/4% Notes USD ($)	Mar. 31, 2014 The 8 3/8% Notes USD ($)	Dec. 31, 2013 The 8 3/8% Notes USD ($)	Mar. 31, 2014 Senior Subsidiary Notes USD ($)	Dec. 31, 2013 Senior Subsidiary Notes USD ($)	Mar. 31, 2014 6% Notes USD ($)	Dec. 31, 2013 6% Notes USD ($)	Mar. 31, 2014 The 5 3/4% Notes USD ($)	Dec. 31, 2013 The 5 3/4% Notes USD ($)	Mar. 31, 2014 Real Estate Mortgages, Capital Leases and Other USD ($)	Dec. 31, 2013 Real Estate Mortgages, Capital Leases and Other USD ($)
Debt
Total Long-term Debt	$ 4,343,689	$ 4,171,722									$ 1,108,537		$ 675,717		$ 603,020	€ 104,715	92,900	£ 158,200	14,900						$ 247,808	$ 349,854	$ 350,272	$ 400,000	$ 400,000	$ 411,550	$ 411,518	$ 181,020	$ 187,960	$ 600,000	$ 600,000	$ 1,000,000	$ 1,000,000	$ 292,728	$ 298,447
Less Current Portion	(55,084)	(52,583)
Long-term Debt, Net of Current Portion	4,288,605	4,119,139
Fair Value											1,108,537		675,717												248,117	355,460	355,071	440,750	446,000	437,767	444,470	185,998	187,960	633,000	614,820	978,100	930,000	292,728	298,447
Stated interest rate (as a percent)																								7.25%	7.25%	6.75%	6.75%	7.75%	7.75%	8.375%	8.375%	6.125%	6.125%	6.00%	6.00%	5.75%	5.75%
Capital stock of subsidiaries pledged to secure debt (as a percent)			66.00%			66.00%
Ownership in U.S. subsidiaries that are considered guarantor (as a percent)	100.00%
Maximum borrowing capacity														1,500,000
Optional expanded maximum borrowing capacity					2,000,000
Commitment fee (as a percent)																				0.30%	0.50%
Letters of credit outstanding											4,945
Period of earnings before interest, taxes, depreciation, amortization and rent expense (EBITDAR) for calculation of remaining borrowing capacity											12 months
Remaining amount available for borrowing under credit facility											386,518
Average interest rate (as a percent)											2.70%
Effective interest rate (as a percent)																				2.40%	4.90%
Commitment fees and letters of credit fees											658	610
Aggregate principal amount outstanding																						$ 247,000	£ 150,000
Redemption price (as a percent)																						100.00%	100.00%
Debt covenants
Net total lease adjusted leverage ratio			5.1	5.0					6.5	6.5
Net secured debt lease adjusted leverage ratio			2.5	2.2					4.0	4.0
Bond leverage ratio, per indentures			5.1	5.1					6.5	6.5
Fixed charge coverage ratio			2.5	2.5			1.5	1.5

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Net income (loss)	$ 42,109	$ 20,534
(Income) Loss from discontinued operations	612	(2,184)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	74,713	70,095
Amortization (includes deferred financing costs and bond discount of $1,910 and $1,906 for the three months ended March 31, 2013 and 2014, respectively)	13,626	12,016
Stock-based compensation expense	7,141	5,710
(Benefit) Provision for deferred income taxes	(22,317)	(3,003)
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(8,307)	(539)
Foreign currency transactions and other, net	693	11,185
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable	(9,209)	(7,610)
Prepaid expenses and other	31,441	31,712
Accounts payable	(7,068)	28,232
Accrued expenses and deferred revenue	(77,216)	(58,501)
Other assets and long-term liabilities	9,423	(1,912)
Cash Flows from Operating Activities-Continuing Operations	55,641	105,735
Cash Flows from Operating Activities-Discontinued Operations		870
Cash Flows from Operating Activities	55,641	106,605
Cash Flows from Investing Activities:
Capital expenditures	(107,856)	(95,418)
Cash paid for acquisitions, net of cash acquired	(30,781)	74
Investment in restricted cash		(1)
Additions to customer relationship and acquisition costs	(8,158)	(4,636)
Proceeds from sales of property and equipment and other, net	17,892	(517)
Cash Flows from Investing Activities-Continuing Operations	(128,903)	(100,498)
Cash Flows from Investing Activities-Discontinued Operations		(10)
Cash Flows from Investing Activities	(128,903)	(100,508)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(2,454,691)	(355,367)
Proceeds from revolving credit and term loan facilities and other debt	2,876,047	386,506
Early retirement of senior subordinated notes	(247,275)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	(2,317)	194
Parent cash dividends	(52,735)	(51,662)
Proceeds from exercise of stock options and employee stock purchase plan	2,417	5,005
Excess tax benefits (deficiency) from stock-based compensation	(185)	1,705
Payment of debt financing costs	(422)	(469)
Cash Flows from Financing Activities-Continuing Operations	120,839	(14,088)
Cash Flows from Financing Activities	120,839	(14,088)
Effect of Exchange Rates on Cash and Cash Equivalents	1,803	(5,425)
(Decrease) Increase in Cash and Cash Equivalents	49,380	(13,416)
Cash and Cash Equivalents, Beginning of Period	120,526	243,415
Cash and Cash Equivalents, End of Period	169,906	229,999
Supplemental Information:
Cash Paid for Interest	86,232	65,617
Cash Paid for Income Taxes	9,958	9,013
Non-Cash Investing and Financing Activities:
Capital Leases	(2,183)	20,146
Accrued Capital Expenditures	36,110	26,442
Dividends Payable	$ 54,698	$ 53,823

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Derivative Instruments and Hedging Activities (Details 3) In Thousands, unless otherwise specified			3 Months Ended				3 Months Ended
	Mar. 31, 2014 6 3/4% Notes	Dec. 31, 2013 6 3/4% Notes	Mar. 31, 2014 Designated Hedging Instruments 6 3/4% Notes Net investment USD ($)	Mar. 31, 2013 Designated Hedging Instruments 6 3/4% Notes Net investment USD ($)	Mar. 31, 2014 Designated Hedging Instruments 6 3/4% Notes Net investment EUR (€)	Mar. 31, 2013 Designated Hedging Instruments 6 3/4% Notes Net investment EUR (€)	Mar. 31, 2014 Derivatives Not Designated as Hedging Instruments USD ($)	Mar. 31, 2013 Derivatives Not Designated as Hedging Instruments USD ($)	Mar. 31, 2014 Derivatives Not Designated as Hedging Instruments Foreign exchange contracts Other (income) expense, net USD ($)	Mar. 31, 2013 Derivatives Not Designated as Hedging Instruments Foreign exchange contracts Other (income) expense, net USD ($)
Gains and losses on derivative instruments
Total (gain) loss recognized in income on derivatives							$ 2,922	$ (11,150)	$ 2,922	$ (11,150)
Net investment hedge
Stated interest rate (as a percent)	6.75%	6.75%
Average notional amount of derivatives					64,208	105,667
Foreign exchange gains (losses)			145	4,123
Foreign exchange gains (losses), net of tax			88	2,513
Cumulative net investment hedge gains (losses) recorded in accumulated other comprehensive items, net			$ 7,572

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Information

Schedule of analysis of business segment information and reconciliation

	North American Records and Information Management Business			North American Data Management Business		International Business		Corporate and Other			Total Consolidated
Three Months Ended March 31, 2013
Total Revenues	$	440,015		$	98,827	$	204,553	$	3,636		$	747,031
Depreciation and Amortization		40,853			4,342		27,006		8,000			80,201
Depreciation		37,559			4,137		20,432		7,967			70,095
Amortization		3,294			205		6,574		33			10,106
Adjusted OIBDA		162,828			59,417		47,898		(42,667	)		227,476
Total Assets(1)		3,547,159			631,266		1,808,829		310,926			6,298,180
Expenditures for Segment Assets		39,922			4,185		33,028		22,845			99,980
Capital Expenditures		36,930			4,126		31,517		22,845			95,418
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(74	)		—		—		—			(74	)
Additions to Customer Relationship and Acquisition Costs		3,066			59		1,511		—			4,636
Three Months Ended March 31, 2014
Total Revenues		446,132			96,724		224,430		2,840			770,126
Depreciation and Amortization		45,506			5,030		28,759		7,138			86,433
Depreciation		40,821			4,965		21,789		7,138			74,713
Amortization		4,685			65		6,970		—			11,720
Adjusted OIBDA		167,409			54,268		58,763		(51,916	)		228,524
Total Assets(1)		3,646,819			651,858		2,126,111		281,829			6,706,617
Expenditures for Segment Assets		49,266			5,507		64,941		27,081			146,795
Capital Expenditures		42,561			5,507		32,707		27,081			107,856
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(916	)		—		31,697		—			30,781
Additions to Customer Relationship and Acquisition Costs		7,621			—		537		—			8,158

(1)

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

Schedule of reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis

	Three Months Ended March 31,
	2013			2014
Adjusted OIBDA	$	227,476		$	228,524
Less: Depreciation and Amortization		80,201			86,433
Gain on Disposal/Write-down of Property, Plant and Equipment, Net		(539	)		(8,307	)
REIT Costs(1)		24,972			8,323
Interest Expense, Net		63,182			62,312
Other Expense (Income), Net		2,739			5,317
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	56,921		$	74,446

(1)

Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors and the proposed REIT conversion ("REIT Costs").

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

3 Months Ended

Mar. 31, 2014

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

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

	December 31, 2013
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	1,243	$	10,366	$	1,094	$	107,823	$	—		$	120,526
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		358,118		38,928		219,751		—			616,797
Intercompany Receivable		761,501		—		1,607		—		(763,108	)		—
Other Current Assets		1,120		98,717		5,995		56,622		(30	)		162,424
Total Current Assets		797,724		467,201		47,624		384,196		(763,138	)		933,607
Property, Plant and Equipment, Net		1,019		1,569,248		172,246		835,747		—			2,578,260
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,775,570		1,000		2,672		—		(1,779,242	)		—
Investment in Subsidiaries		1,570,505		1,313,835		31,130		70,788		(2,986,258	)		—
Goodwill		—		1,638,534		187,259		637,559		—			2,463,352
Other		38,862		376,939		11,257		250,842		(114	)		677,786
Total Other Assets, Net		3,384,937		3,330,308		232,318		959,189		(4,765,614	)		3,141,138
Total Assets	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005
Liabilities and Equity
Intercompany Payable	$	—	$	581,029	$	—	$	182,079	$	(763,108	)	$	—
Current Portion of Long-term Debt		—		30,236		—		22,377		(30	)		52,583
Total Other Current Liabilities		125,705		530,169		29,513		221,131		—			906,518
Long-term Debt, Net of Current Portion		3,009,597		508,382		289,105		312,055		—			4,119,139
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,772,144		—		6,098		(1,779,242	)		—
Other Long-term Liabilities		40		392,545		31,652		92,808		(114	)		516,931
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,047,338		1,552,252		101,918		1,332,088		(2,986,258	)		1,047,338
Noncontrolling Interests		—		—		—		10,496		—			10,496
Total Equity		1,047,338		1,552,252		101,918		1,342,584		(2,986,258	)		1,057,834
Total Liabilities and Equity	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005

	March 31, 2014
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	7,484	$	7,571	$	154,851	$	—		$	169,906
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		367,056		35,609		223,451		—			626,116
Intercompany Receivable		391,241		—		—		—		(391,241	)		—
Other Current Assets		625		100,803		3,420		52,929		(30	)		157,747
Total Current Assets		425,726		475,343		46,600		431,231		(391,271	)		987,629
Property, Plant and Equipment, Net		974		1,555,366		164,181		841,265		—			2,561,786
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,832,317		1,012		2,570		—		(1,835,899	)		—
Investment in Subsidiaries		1,607,312		1,348,607		31,924		72,312		(3,060,155	)		—
Goodwill		—		1,622,018		180,345		663,638		—			2,466,001
Other		37,519		376,992		10,663		266,141		(114	)		691,201
Total Other Assets, Net		3,477,148		3,348,629		225,502		1,002,091		(4,896,168	)		3,157,202
Total Assets	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617
Liabilities and Equity
Intercompany Payable	$	—	$	264,578	$	7,129	$	119,534	$	(391,241	)	$	—
Current Portion of Long-term Debt		—		28,982		—		26,132		(30	)		55,084
Total Other Current Liabilities		98,517		472,853		24,690		216,706		—			812,766
Long-term Debt, Net of Current Portion		2,761,404		820,101		268,936		438,164		—			4,288,605
Long-term Notes Payable to Affiliates and Intercompany Payable		1,012		1,832,172		—		2,715		(1,835,899	)		—
Other Long-term Liabilities		97		373,628		31,292		94,088		(114	)		498,991
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,042,818		1,587,024		104,236		1,368,895		(3,060,155	)		1,042,818
Noncontrolling Interests		—		—		—		8,353		—			8,353
Total Equity		1,042,818		1,587,024		104,236		1,377,248		(3,060,155	)		1,051,171
Total Liabilities and Equity	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617

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

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	292,375		$	33,223		$	116,871		$	—		$	442,469
Service		—			186,275			—			118,287			—			304,562
Total Revenues		—			478,650			33,223			235,158			—			747,031
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			192,613			7,290			121,173			—			321,076
Selling, General and Administrative		27			157,807			4,591			61,026			—			223,451
Depreciation and Amortization		81			47,873			3,223			29,024			—			80,201
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(635	)		—			96			—			(539	)
Total Operating Expenses		108			397,658			15,104			211,319			—			624,189
Operating (Loss) Income		(108	)		80,992			18,119			23,839			—			122,842
Interest Expense (Income), Net		51,814			(6,173	)		9,745			7,796			—			63,182
Other (Income) Expense, Net		(33,027	)		(1,151	)		—			36,917			—			2,739
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,895	)		88,316			8,374			(20,874	)		—			56,921
Provision (Benefit) for Income Taxes		—			33,905			2,740			1,926			—			38,571
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(38,281	)		17,258			(1,189	)		(5,634	)		27,846			—
Income (Loss) from Continuing Operations		19,386			37,153			6,823			(17,166	)		(27,846	)		18,350
Income (Loss) from Discontinued Operations, Net of Tax		—			81			—			2,103			—			2,184
Net Income (Loss)		19,386			37,234			6,823			(15,063	)		(27,846	)		20,534
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,148			—			1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	19,386		$	37,234		$	6,823		$	(16,211	)	$	(27,846	)	$	19,386
Net Income (Loss)	$	19,386		$	37,234		$	6,823		$	(15,063	)	$	(27,846	)	$	20,534
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		2,514			850			(7,444	)		(10,867	)		—			(14,947	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(17,476	)		(18,336	)		—			(7,444	)		43,256			—
Total Other Comprehensive (Loss) Income		(14,962	)		(17,486	)		(7,444	)		(18,311	)		43,256			(14,947	)
Comprehensive Income (Loss)		4,424			19,748			(621	)		(33,374	)		15,410			5,587
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,163			—			1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	4,424		$	19,748		$	(621	)	$	(34,537	)	$	15,410		$	4,424

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	300,329		$	30,411		$	128,149		$	—		$	458,889
Service		—			186,430			16,150			108,657			—			311,237
Intercompany Service		—			—			—			17,358			(17,358	)		—
Total Revenues		—			486,759			46,561			254,164			(17,358	)		770,126
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			202,920			6,242			125,983			—			335,145
Intercompany Service Cost of Sales		—			—			17,358			—			(17,358	)		—
Selling, General and Administrative		28			146,578			3,753			64,421			—			214,780
Depreciation and Amortization		77			52,640			2,999			30,717			—			86,433
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			732			1			(9,040	)		—			(8,307	)
Total Operating Expenses		105			402,870			30,353			212,081			(17,358	)		628,051
Operating (Loss) Income		(105	)		83,889			16,208			42,083			—			142,075
Interest Expense (Income), Net		48,165			(4,852	)		9,547			9,452			—			62,312
Other (Income) Expense, Net		(1,280	)		1,507			(20	)		5,110			—			5,317
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(46,990	)		87,234			6,681			27,521			—			74,446
Provision (Benefit) for Income Taxes		—			23,803			2,538			5,384			—			31,725
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(88,657	)		(24,826	)		(1,954	)		(4,143	)		119,580			—
Income (Loss) from Continuing Operations		41,667			88,257			6,097			26,280			(119,580	)		42,721
(Loss) Income from Discontinued Operations, Net of Tax		—			(625	)		—			13			—			(612	)
Net Income (Loss)		41,667			87,632			6,097			26,293			(119,580	)		42,109
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			442			—			442
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	41,667		$	87,632		$	6,097		$	25,851		$	(119,580	)	$	41,667
Net Income (Loss)	$	41,667		$	87,632		$	6,097		$	26,293		$	(119,580	)	$	42,109
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		88			741			(2,618	)		3,577			—			1,788
Equity in Other Comprehensive Income (Loss) of Subsidiaries		1,589			(71	)		(1,160	)		(2,618	)		2,260			—
Total Other Comprehensive Income (Loss)		1,677			670			(3,778	)		959			2,260			1,788
Comprehensive Income (Loss)		43,344			88,302			2,319			27,252			(117,320	)		43,897
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			553			—			553
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	43,344		$	88,302		$	2,319		$	26,699		$	(117,320	)	$	43,344

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

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(47,266	)	$	118,974		$	2,129		$	31,898		$	—		$	105,735
Cash Flows from Operating Activities-Discontinued Operations		—			(90	)		—			960			—			870
Cash Flows from Operating Activities		(47,266	)		118,884			2,129			32,858			—			106,605
Cash Flows from Investing Activities:
Capital expenditures		—			(61,795	)		(741	)		(32,882	)		—			(95,418	)
Cash paid for acquisitions, net of cash acquired		—			74			—			—			—			74
Intercompany loans to subsidiaries		95,719			(2,177	)		—			—			(93,542	)		—
Investment in subsidiaries		(3,500	)		(3,500	)		—			—			7,000			—
Investment in restricted cash		(1	)		—			—			—			—			(1	)
Additions to customer relationship and acquisition costs		—			(3,055	)		(70	)		(1,511	)		—			(4,636	)
Proceeds from sales of property and equipment and other, net		—			12			(3,191	)		2,662			—			(517	)
Cash Flows from Investing Activities-Continuing Operations		92,218			(70,441	)		(4,002	)		(31,731	)		(86,542	)		(100,498	)
Cash Flows from Investing Activities-Discontinued Operations		—			(10	)		—			—			—			(10	)
Cash Flows from Investing Activities		92,218			(70,451	)		(4,002	)		(31,731	)		(86,542	)		(100,508	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(349,550	)		(15	)		(5,802	)		—			(355,367	)
Proceeds from revolving credit and term loan facilities and other debt		—			386,300			—			206			—			386,506
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			194			—			194
Intercompany loans from parent		—			(97,554	)		(2,224	)		6,236			93,542			—
Equity contribution from parent		—			3,500			—			3,500			(7,000	)		—
Parent cash dividends		(51,662	)		—			—			—			—			(51,662	)
Proceeds from exercise of stock options and employee stock purchase plan		5,005			—			—			—			—			5,005
Excess tax benefits (deficiency) from stock-based compensation		1,705			—			—			—			—			1,705
Payment of debt financing costs		—			(469	)		—			—			—			(469	)
Cash Flows from Financing Activities-Continuing Operations		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Effect of exchange rates on cash and cash equivalents		—			—			(2,269	)		(3,156	)		—			(5,425	)
(Decrease) Increase in cash and cash equivalents		—			(9,340	)		(6,381	)		2,305			—			(13,416	)
Cash and cash equivalents, beginning of period		—			13,472			103,346			126,597			—			243,415
Cash and cash equivalents, end of period	$	—		$	4,132		$	96,965		$	128,902		$	—		$	229,999

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(68,972	)	$	79,555		$	10,421		$	34,637		$	—		$	55,641
Cash Flows from Operating Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Operating Activities		(68,972	)		79,555			10,421			34,637			—			55,641
Cash Flows from Investing Activities:
Capital expenditures		—			(71,520	)		(2,865	)		(33,471	)		—			(107,856	)
Cash paid for acquisitions, net of cash acquired		—			916			—			(31,697	)		—			(30,781	)
Intercompany loans to subsidiaries		377,202			61,895			—			—			(439,097	)		—
Investment in subsidiaries		(11,695	)		(11,695	)		—			—			23,390			—
Additions to customer relationship and acquisition costs		—			(7,341	)		(280	)		(537	)		—			(8,158	)
Proceeds from sales of property and equipment and other, net		—			1,441			64			16,387			—			17,892
Cash Flows from Investing Activities-Continuing Operations		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Investing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Investing Activities		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,171,941	)		(252,107	)		(30,643	)		—			(2,454,691	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,480,901			242,480			152,666			—			2,876,047
Early retirement of senior subordinated notes		(247,275	)		—			—			—			—			(247,275	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			(2,317	)		—			(2,317	)
Intercompany loans from parent		—			(376,788	)		8,640			(70,949	)		439,097			—
Equity contribution from parent		—			11,695			—			11,695			(23,390	)		—
Parent cash dividends		(52,735	)		—			—			—			—			(52,735	)
Proceeds from exercise of stock options and employee stock purchase plan		2,417			—			—			—			—			2,417
Excess tax benefits (deficiency) from stock-based compensation		(185	)		—			—			—			—			(185	)
Payment of debt financing costs		—			—			(12	)		(410	)		—			(422	)
Cash Flows from Financing Activities-Continuing Operations		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Effect of exchange rates on cash and cash equivalents		—			—			136			1,667			—			1,803
(Decrease) Increase in cash and cash equivalents		(1,243	)		(2,882	)		6,477			47,028			—			49,380
Cash and cash equivalents, beginning of period		1,243			10,366			1,094			107,823			—			120,526
Cash and cash equivalents, end of period	$	—		$	7,484		$	7,571		$	154,851		$	—		$	169,906

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Restructuring (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Restructuring
Restructuring costs	$ 2,425
Selling, general and administrative expenses
Restructuring
Restructuring costs	1,363
Cost of sales
Restructuring
Restructuring costs	1,062
North American Records and Information Management business
Restructuring
Restructuring costs	2,101
Corporate and Other
Restructuring
Restructuring costs	324
Expected additional employee severance and associated benefit costs in 2014	$ 3,334

XML

Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended		3 Months Ended
	Jan. 31, 2014 Tape Management Services Pty Ltd	Feb. 28, 2014 RM Arsiv Yonetim Hizmetleri Ticaret Anonim Sirketi	Mar. 31, 2014 RM Arsiv Yonetim Hizmetleri Ticaret Anonim Sirketi
Business Acquisition
Purchase price	$ 15,300	$ 20,900
Cash paid			$ 16,750

XML

Stockholders' Equity Matters (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Matters

Schedule of dividend declared and payments

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 14, 2013	$	0.2700	March 25, 2013	$	51,460	April 15, 2013
June 6, 2013		0.2700	June 25, 2013		51,597	July 15, 2013
September 11, 2013		0.2700	September 25, 2013		51,625	October 15, 2013
December 16, 2013		0.2700	December 27, 2013		51,683	January 15, 2014
March 14, 2014		0.2700	March 25, 2014		51,812	April 15, 2014

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2014

Worldwide Digital Operations

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	88	$	(1,000	)
Provision (Benefit) for Income Taxes		7		(375	)
Income (Loss) from Discontinued Operations, Net of Tax	$	81	$	(625	)

Italian Operations

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	2,712	$	22
Provision (Benefit) for Income Taxes		609		9
Income (Loss) from Discontinued Operations, Net of Tax	$	2,103	$	13

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENTS OF EQUITY
Tax benefit (charge) on issuance of shares under employee stock purchase plan and option plans and stock-based compensation	$ (185)	$ 1,705

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Cash, Cash Equivalents and Restricted Cash
Restricted cash	$ 33,860		$ 33,860
Foreign Currency
Foreign currency transaction gains (loss)	$ (6,438)	$ (3,565)
The 7 1/4% Notes
Debt
Stated interest rate (as a percent)	7.25%		7.25%
6 3/4% Notes
Debt
Stated interest rate (as a percent)	6.75%		6.75%

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Summary of Significant Accounting Policies (Details 9) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property, plant and equipment and long-lived assets
Capitalization of internal use computer software	$ 4,897	$ 9,228
Gain (loss) on disposal/write-down of property, plant and equipment	8,307	539
United Kingdom
Property, plant and equipment and long-lived assets
Gain (loss) on disposal/write-down of property, plant and equipment	$ 9,262
Number of buildings sold	2

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		150 Months Ended	3 Months Ended		1 Months Ended	3 Months Ended
	Mar. 31, 2014 Argentina Fire	Mar. 31, 2014 Litigation	Mar. 31, 2014 Government Contract Billing Matter	Jun. 30, 2013 State of Massachusetts Assessment	Jun. 30, 2012 State of Massachusetts Assessment	Nov. 30, 2011 Italy Fire item	Mar. 31, 2014 Italy Fire item
Commitments and Contingencies
Loss contingencies, reasonably possible loss exposure in excess of the amount currently accrued		$ 42,700
Total revenue billed and recorded from October 1, 2001 through December 31, 2013			77,000
Aggregate amount of assessed tax including tax, interest and penalties				$ 4,120	$ 8,191
Number of customer lawsuits						3
Number of customer lawsuits settled							3
Maximum facility revenue as a percentage of consolidated revenues	0.50%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 169,906	$ 120,526
Restricted cash	33,860	33,860
Accounts receivable (less allowances of $34,645 and $35,544 as of December 31, 2013 and March 31, 2014, respectively)	626,116	616,797
Deferred income taxes	25,975	17,623
Prepaid expenses and other	131,772	144,801
Total Current Assets	987,629	933,607
Property, Plant and Equipment:
Property, plant and equipment	4,642,183	4,631,067
Less-Accumulated depreciation	(2,080,397)	(2,052,807)
Property, Plant and Equipment, net	2,561,786	2,578,260
Other Assets, net:
Goodwill	2,466,001	2,463,352
Customer relationships and acquisition costs	619,610	605,484
Deferred financing costs	43,939	45,607
Other	27,652	26,695
Total Other Assets, net	3,157,202	3,141,138
Total Assets	6,706,617	6,653,005
Current Liabilities:
Current portion of long-term debt	55,084	52,583
Accounts payable	167,637	216,456
Accrued expenses	417,697	461,338
Deferred revenue	227,432	228,724
Total Current Liabilities	867,850	959,101
Long-term Debt, net of current portion	4,288,605	4,119,139
Other Long-term Liabilities	69,944	68,219
Deferred Rent	109,919	104,244
Deferred Income Taxes	319,128	344,468
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 191,426,920 shares and 191,920,929 shares as of December 31, 2013 and March 31, 2014, respectively)	1,919	1,914
Additional paid-in capital	984,585	980,164
Retained earnings	63,297	73,920
Accumulated other comprehensive items, net	(6,983)	(8,660)
Total Iron Mountain Incorporated Stockholders' Equity	1,042,818	1,047,338
Noncontrolling Interests	8,353	10,496
Total Equity	1,051,171	1,057,834
Total Liabilities and Equity	$ 6,706,617	$ 6,653,005

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Acquisitions (Details 2) (USD $) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Business Acquisition
Consideration paid for acquisitions
Cash Paid (gross of cash acquired)			$ 32,081
Total Consideration			32,081
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other			3,177
Property, Plant and Equipment			5,317
Customer Relationship Assets			14,376
Other Assets			34
Liabilities Assumed and Deferred Income Taxes			(14,794)
Total Fair Value of Identifiable Net Assets Acquired			8,110
Goodwill Initially Recorded	2,466,001	2,463,352	23,971
Net cash acquired			(1,595)
Contingent and other payments related to acquisitions made in previous years			$ 295

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net Income (Loss)	$ 42,109	$ 20,534
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	1,788	(14,947)
Total Other Comprehensive (Loss) Income	1,788	(14,947)
Comprehensive Income (Loss)	43,897	5,587
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	553	1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$ 43,344	$ 4,424

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Summary of Significant Accounting Policies (Details 4) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stock-based compensation expense
Stock-based compensation	$ 7,141	$ 5,710
Stock-based compensation expense (income), net of tax	5,134	4,887
Stock-based compensation expense per basic and diluted share (in dollars per share)	$ 0.03	$ 0.03
Excess tax benefits (deficiency) from stock-based compensation	(185)	1,705
Continuing Operations
Stock-based compensation expense
Stock-based compensation	7,141	5,710
Continuing Operations | Cost of sales (excluding depreciation and amortization)
Stock-based compensation expense
Stock-based compensation	190	70
Continuing Operations | Selling, general and administrative expenses
Stock-based compensation expense
Stock-based compensation	$ 6,951	$ 5,640

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Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events

Subsequent Events

(12) Subsequent Events

        In April 2014, in order to enhance our international operations, we acquired the stock of OSG Records Management (Europe) Limited, a storage rental and records management business with operations in Poland, for approximately $16,500.

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Summary of Significant Accounting Policies (Details 5) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013	Dec. 31, 2013
Share-Based Compensation, aggregate disclosures
Employee stock-based awards, unrecognized compensation costs on nonvested awards	$ 55,903
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition	2 years 2 months 12 days
Stock Options
Employee stock-based awards
Award vesting period	3 years
Certain options as a percentage of total outstanding options	28.30%
Weighted average fair value of options granted (in dollars per share)	$ 5.60	$ 7.69
Weighted average assumptions used for grants
Expected volatility (as a percent)	33.90%	33.80%
Risk-free interest rate (as a percent)	2.06%	1.13%
Expected dividend yield (as a percent)	4.00%	3.00%
Expected life of the option	6 years 9 months 18 days	6 years 3 months 18 days
Summary of option activity
Options outstanding balance, beginning of period (in shares)	5,145,739
Options granted (in shares)	525,268
Options exercised (in shares)	(136,656)
Options forfeited (in shares)	(80,463)
Options expired (in shares)	(59)
Options outstanding balance, end of period (in shares)	5,453,829
Options exercisable balance (in shares)	4,043,021
Options expected to vest (in shares)	1,297,099
Weighted Average Exercise Price
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share)	$ 24.09
Weighted average exercise price, options granted (in dollars per share)	$ 30.70
Weighted average exercise price, options exercised (in dollars per share)	$ 20.63
Weighted average exercise price, options forfeited (in dollars per share)	$ 23.24
Weighted average exercise price, options expired (in dollars per share)	$ 25.31
Weighted average exercise price, options outstanding balance end of period (in dollars per share)	$ 24.79
Weighted average exercise price, options exercisable (in dollars per share)	$ 23.99
Weighted average exercise price, options expected to vest (in dollars per share)	$ 27.06
Weighted average remaining contractual term
Weighted average remaining contractual term, options outstanding	5 years 18 days
Weighted average remaining contractual term, options exercisable	4 years 1 month 24 days
Weighted average remaining contractual term, options expected to vest	7 years 8 months 8 days
Aggregate intrinsic value
Aggregate intrinsic value, options outstanding	19,635
Aggregate intrinsic value, options exercisable	16,411
Aggregate intrinsic value, options expected to vest	3,088
Aggregate intrinsic value of stock options exercised
Aggregate intrinsic value of stock options exercised	977	5,446
Stock Options | Non-Employee Directors
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
Employee stock-based awards
Award vesting period	10 years
Contractual term of awards	12 years
Certain options as a percentage of total outstanding options	7.10%
Employee Stock Purchase Plan
Employee Stock Purchase Plan
Employee stock purchase plan, number of offering periods	2
Employee stock purchase plan, duration of offering periods	0 months	0 months	6 months
Employee stock purchase plan, maximum employee subscription rate percent	15.00%
Percentage of market price for the purchase of shares	95.00%
Employee stock purchase plan, shares issued in period	0	0
Employee Stock Purchase Plan | November 29, 2013
Employee stock-based awards
Remaining number of shares available for grant	1,000,000
Restricted Stock and Restricted Stock 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)	1,435,230
Granted (in shares)	598,423
Vested (in shares)	(438,353)
Forfeited (in shares)	(65,298)
Non-vested at the end of the period (in shares)	1,530,002
Weighted average grant date fair value
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)	$ 29.76
Weighted average grant date fair value, granted (in dollars per share)	$ 27.32
Weighted average grant date fair value, vested (in dollars per share)	$ 31.60
Weighted average grant date fair value, forfeited (in dollars per share)	$ 32.31
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 28.17
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
Performance units
Dividends accrued
Accrued cash dividends	150	573
Cash dividends paid	221	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Non-vested at the beginning of the period (in shares)	310,816
Granted (in shares)	120,785
Vested (in shares)	(148,620)
Forfeited (in shares)	(3,384)
Non-vested at the end of the period (in shares)	279,597
Weighted average grant date fair value
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)	$ 33.18
Weighted average grant date fair value, granted (in dollars per share)	$ 22.84
Weighted average grant date fair value, vested (in dollars per share)	$ 27.12
Weighted average grant date fair value, forfeited (in dollars per share)	$ 34.27
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 31.92
Total fair value of shares or units vested	4,030	908
Performance units disclosure
Period of anniversary from the date of grant	1 year
Qualifying age for grant of performance units	55 years
Qualifying service period	10 years
Percentage of achievement of the predefined revenue and ROIC targets	100.00%
Performance units | Revenue or revenue growth and return on invested capital | PUs granted prior to 2014
Performance units disclosure
Performance period	1 year
Performance units | Revenue or revenue growth and return on invested capital | PUs granted in 2014
Performance units disclosure
Performance period	3 years
Performance units | Market condition associated with shareholder return of common stock
Performance units disclosure
Performance period	3 years
Performance units | Minimum | Revenue or revenue growth and return on invested capital | PUs granted prior to 2014
Performance units disclosure
Percentage payout rate	0.00%
Performance units | Minimum | Revenue or revenue growth and return on invested capital | PUs granted in 2014
Performance units disclosure
Percentage payout rate	0.00%
Performance units | Minimum | Market condition associated with shareholder return of common stock
Performance units disclosure
Percentage payout rate	0.00%
Performance units | Maximum | Revenue or revenue growth and return on invested capital | PUs granted prior to 2014
Performance units disclosure
Percentage payout rate	150.00%
Performance units | Maximum | Revenue or revenue growth and return on invested capital | PUs granted in 2014
Employee stock-based awards
Award vesting period		3 years
Performance units disclosure
Percentage payout rate	200.00%
Performance units | Maximum | Market condition associated with shareholder return of common stock
Performance units disclosure
Percentage payout rate	200.00%
Original PU 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)	334,548
Granted (in shares)	173,260
Vested (in shares)	(136,801)
Forfeited (in shares)	(3,384)
Non-vested at the end of the period (in shares)	367,623
PUs Adjustment
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Non-vested at the beginning of the period (in shares)	(23,732)
Granted (in shares)	(52,475)
Vested (in shares)	(11,819)
Non-vested at the end of the period (in shares)	(88,026)
Restricted Stock Units
Dividends accrued
Accrued cash dividends	434	1,790
Cash dividends paid	831	366
Weighted average grant date fair value
Total fair value of shares or units vested	$ 13,844	$ 8,607
Restricted Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Vested (in shares)	0	0

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies

Schedule of carrying value of goodwill, net for each of the reporting units

	Carrying Value as of March 31, 2014
North American Records and Information Management(1)	$	1,401,347
Intellectual Property Management(1)		50,439
Fulfillment Services(1)		8,407
North American Data Management(1)		365,049
Emerging Businesses		—
New Western Europe		389,752
New Emerging Markets		90,619
Latin America		92,298
Australia and Singapore		65,853
Greater China		2,237
India		—
Russia and Ukraine		—
Total	$	2,466,001

(1)

We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.

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

	North American Records and Information Management Business			North American Data Management Business			International Business			Total Consolidated
Gross Balance as of December 31, 2013	$	1,688,280		$	422,070		$	673,335		$	2,783,685
Non-deductible goodwill acquired during the year		—			—			23,971			23,971
Fair value and other adjustments(1)		(13,213	)		(3,303	)		(2,612	)		(19,128	)
Currency effects		(6,466	)		(1,617	)		5,574			(2,509	)
Gross Balance as of March 31, 2014	$	1,668,601		$	417,150		$	700,268		$	2,786,019
Accumulated Amortization Balance as of December 31, 2013	$	208,729		$	52,181		$	59,423		$	320,333
Currency effects		(321	)		(80	)		86			(315	)
Accumulated Amortization Balance as of March 31, 2014	$	208,408		$	52,101		$	59,509		$	320,018
Net Balance as of December 31, 2013	$	1,479,551		$	369,889		$	613,912		$	2,463,352
Net Balance as of March 31, 2014	$	1,460,193		$	365,049		$	640,759		$	2,466,001
Accumulated Goodwill Impairment Balance as of December 31, 2013	$	85,909		$	—		$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of March 31, 2014	$	85,909		$	—		$	46,500		$	132,409

(1)

Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions.

Components of amortizable intangible assets

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	907,801	$	(288,191	)	$	619,610
Core Technology(1)		3,828		(3,591	)		237
Trademarks and Non-Compete Agreements(1)		6,342		(4,121	)		2,221
Deferred Financing Costs		56,532		(12,593	)		43,939
Total	$	974,503	$	(308,496	)	$	666,007

(1)

Included in Other Assets, net in the accompanying Consolidated Balance Sheets.

Stock-based compensation expense for Employee Stock-Based Awards related to continuing operations

	Three Months Ended March 31,
	2013		2014
Cost of sales (excluding depreciation and amortization)	$	70	$	190
Selling, general and administrative expenses		5,640		6,951
Total stock-based compensation	$	5,710	$	7,141

Summary of the weighted average assumptions used for stock option grants

	Three Months Ended March 31,
Weighted Average Assumptions	2013			2014
Expected volatility		33.8	%		33.9	%
Risk-free interest rate		1.13	%		2.06	%
Expected dividend yield		3	%		4	%
Expected life		6.3 years			6.8 years

Summary of stock option activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2013		5,145,739		$	24.09
Granted		525,268			30.70
Exercised		(136,656	)		20.63
Forfeited		(80,463	)		23.24
Expired		(59	)		25.31
Outstanding at March 31, 2014		5,453,829		$	24.79		5.05	$	19,635
Options exercisable at March 31, 2014		4,043,021		$	23.99		4.15	$	16,411
Options expected to vest		1,297,099		$	27.06		7.69	$	3,088

Aggregate intrinsic value of stock options exercised

	Three Months Ended March 31,
	2013		2014
Aggregate intrinsic value of stock options exercised	$	5,446	$	977

Summary of restricted stock and RSU activity

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		1,435,230		$	29.76
Granted		598,423			27.32
Vested		(438,353	)		31.60
Forfeited		(65,298	)		32.31
Non-vested at March 31, 2014		1,530,002		$	28.17

Summary of Performance Unit (PU) activity

	Original PU Awards			PU Adjustment(1)			Total PU Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		334,548			(23,732	)		310,816		$	33.18
Granted		173,260			(52,475	)		120,785			22.84
Vested		(136,801	)		(11,819	)		(148,620	)		27.12
Forfeited		(3,384	)		—			(3,384	)		34.27
Non-vested at March 31, 2014		367,623			(88,026	)		279,597		$	31.92

(1)

Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs 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 March 31,
	2013		2014
Income (Loss) from continuing operations	$	18,350	$	42,721
Total income (loss) from discontinued operations (see Note 10)	$	2,184	$	(612	)
Net income (loss) attributable to Iron Mountain Incorporated	$	19,386	$	41,667
Weighted-average shares—basic		190,213,000		191,879,000
Effect of dilutive potential stock options		1,395,106		682,801
Effect of dilutive potential restricted stock, RSUs and PUs		501,974		507,219
Weighted-average shares—diluted		192,110,080		193,069,020
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.10	$	0.22
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.10	$	0.22
Antidilutive stock options, RSUs and PUs, excluded from the calculation		260,298		1,380,962

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

			Fair Value Measurements at December 31, 2013 Using
Description	Total Carrying Value at December 31, 2013		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	33,860	$	—		$	33,860		$	—
Time Deposits(1)		2,753		—			2,753			—
Trading Securities		13,386		12,785	(2)		601	(1)		—
Derivative Assets(3)		72		—			72			—
Derivative Liabilities(3)		5,592		—			5,592			—

			Fair Value Measurements at March 31, 2014 Using
Description	Total Carrying Value at March 31, 2014		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	37,018	$	—		$	37,018		$	—
Time Deposits(1)		22,139		—			22,139			—
Trading Securities		13,515		12,971	(2)		544	(1)		—
Derivative Assets(3)		577		—			577			—
Derivative Liabilities(3)		1,822		—			1,822			—

(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, Euro 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.

Schedule of accumulated other comprehensive items, net

	December 31, 2013			March 31, 2014
Foreign currency translation adjustments	$	(9,586	)	$	(7,909	)
Market value adjustments for securities, net of tax		926			926
	$	(8,660	)	$	(6,983	)

Other expense (income), net

	Three Months Ended March 31,
	2013			2014
Foreign currency transaction losses (gains), net	$	3,565		$	6,438
Other, net		(826	)		(1,121	)
	$	2,739		$	5,317

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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, 2012	$ 1,162,448	$ 1,900	$ 942,199	$ 185,558	$ 20,314	$ 12,477
Balance (in shares) at Dec. 31, 2012		190,005,788
Increase (Decrease) in Stockholders' Equity
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,705 and $185 for the three months ended March 31, 2013 and 2014 respectively	12,608	6	12,602
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)		606,077
Parent cash dividends declared	(52,448)			(52,448)
Currency translation adjustment	(14,947)				(14,962)	15
Net income (loss)	20,534			19,386		1,148
Noncontrolling interests equity contributions	464					464
Noncontrolling interests dividends	(582)					(582)
Balance at Mar. 31, 2013	1,128,077	1,906	954,801	152,496	5,352	13,522
Balance (in shares) at Mar. 31, 2013		190,611,865
Balance at Dec. 31, 2013	1,057,834	1,914	980,164	73,920	(8,660)	10,496
Balance (in shares) at Dec. 31, 2013	191,426,920	191,426,920
Increase (Decrease) in Stockholders' Equity
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,705 and $185 for the three months ended March 31, 2013 and 2014 respectively	4,821	5	4,816
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)		494,009
Parent cash dividends declared	(52,290)			(52,290)
Currency translation adjustment	1,788				1,677	111
Net income (loss)	42,109			41,667		442
Noncontrolling interests dividends	(196)					(196)
Purchase of noncontrolling interests	(2,895)		(395)			(2,500)
Balance at Mar. 31, 2014	$ 1,051,171	$ 1,919	$ 984,585	$ 63,297	$ (6,983)	$ 8,353
Balance (in shares) at Mar. 31, 2014	191,920,929	191,920,929

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 35,544	$ 34,645
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	191,920,929	191,426,920
Common stock, outstanding shares	191,920,929	191,426,920

XML

Segment Information

3 Months Ended

Mar. 31, 2014

Segment Information

Segment Information

(7) Segment Information

        As a result of the restructuring of our operations late in 2013 and early in 2014, we evaluated changes to our internal financial reporting to better align our internal reporting to how we will manage our business going forward. This evaluation resulted in changes to our reportable segments effective January 1, 2014 and, as a result, we have restated previously reported segment information. As a result of the changes to our reportable segments, the former North American Business segment has been separated into two unique reportable segments, which we refer to as (1) North American Records and Information Management Business segment and (2) North American Data Management Business segment. In addition, the Emerging Businesses segment, which was previously reported as a component of the former North American Business segment, is now reported as a component of the Corporate and Other segment.

        Our reportable operating segments and Corporate and Other are described as follows:

• •

  North American Records and Information Management Business—storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Records Management"); information destruction services ("Destruction"); DMS; Fulfillment Services; and Intellectual Property Management.

  •

  North American Data Management Business—the storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations ("Data Protection & Recovery"); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients.

  •

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

  •

  Corporate and Other—consists of our data center business in the United States, the primary product offering of our Emerging Businesses segment, as well as 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 and Other 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 accompanying Consolidated Financial Statements is as follows:

	North American Records and Information Management Business			North American Data Management Business		International Business		Corporate and Other			Total Consolidated
Three Months Ended March 31, 2013
Total Revenues	$	440,015		$	98,827	$	204,553	$	3,636		$	747,031
Depreciation and Amortization		40,853			4,342		27,006		8,000			80,201
Depreciation		37,559			4,137		20,432		7,967			70,095
Amortization		3,294			205		6,574		33			10,106
Adjusted OIBDA		162,828			59,417		47,898		(42,667	)		227,476
Total Assets(1)		3,547,159			631,266		1,808,829		310,926			6,298,180
Expenditures for Segment Assets		39,922			4,185		33,028		22,845			99,980
Capital Expenditures		36,930			4,126		31,517		22,845			95,418
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(74	)		—		—		—			(74	)
Additions to Customer Relationship and Acquisition Costs		3,066			59		1,511		—			4,636
Three Months Ended March 31, 2014
Total Revenues		446,132			96,724		224,430		2,840			770,126
Depreciation and Amortization		45,506			5,030		28,759		7,138			86,433
Depreciation		40,821			4,965		21,789		7,138			74,713
Amortization		4,685			65		6,970		—			11,720
Adjusted OIBDA		167,409			54,268		58,763		(51,916	)		228,524
Total Assets(1)		3,646,819			651,858		2,126,111		281,829			6,706,617
Expenditures for Segment Assets		49,266			5,507		64,941		27,081			146,795
Capital Expenditures		42,561			5,507		32,707		27,081			107,856
Cash Paid (Received) for Acquisitions, Net of Cash Acquired		(916	)		—		31,697		—			30,781
Additions to Customer Relationship and Acquisition Costs		7,621			—		537		—			8,158

(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 (defined below) 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 March 31,
	2013			2014
Adjusted OIBDA	$	227,476		$	228,524
Less: Depreciation and Amortization		80,201			86,433
Gain on Disposal/Write-down of Property, Plant and Equipment, Net		(539	)		(8,307	)
REIT Costs(1)		24,972			8,323
Interest Expense, Net		63,182			62,312
Other Expense (Income), Net		2,739			5,317
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	56,921		$	74,446

(1)

Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors and the proposed REIT conversion ("REIT Costs").

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 25, 2014
Document and Entity Information
Entity Registrant Name	IRON MOUNTAIN INC
Entity Central Index Key	0001020569
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
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		191,955,783
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies

Commitments and Contingencies

(8) Commitments and Contingencies

a.

Litigation—General

        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 $42,700 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements.

b.

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"). From October 1, 2001 through March 31, 2014, we billed approximately $77,000 under 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 under the Schedules to correspond to the prices billed to certain benchmark commercial customers. 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 for that period to the GSA and its Office of Inspector General ("OIG") in June 2011.

        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, including the initial GSA schedule period of 2001 to 2006, and seeks information about non-GSA federal and state and local customers. 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 continue to review this matter and provide the U.S. Government with information, including pricing practices and the proposed pricing adjustment amount to be refunded. The U.S. Government, 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.

        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.

c.

State of Massachusetts Assessment

        During the third quarter of 2012, we applied for an abatement of assessments from the state of Massachusetts. The assessments, issued in the second quarter of 2012, 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. 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. We intend to defend this matter vigorously at the Massachusetts Appellate Tax Board. In addition, during the second quarter of 2013, Massachusetts assessed tax for the 2007 and 2008 tax years in the aggregate amount of $4,120, including tax, interest and penalties through the assessment date. The assessment is for issues consistent with those assessed in the earlier years. In the third quarter of 2013, we filed an application for abatement for the 2007 and 2008 tax years, which Massachusetts denied on October 15, 2013. On December 13, 2013, we filed a petition with the Massachusetts Appellate Tax Board to challenge the assessment for the 2007 and 2008 tax years and will vigorously defend the matter. Additionally, the state is auditing us for the 2009-2011 tax years.

d.

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 been sued by three customers, and all three of those matters have been settled. We have also received 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 on our consolidated financial condition, results of operations and cash flows. As discussed in Note 10, we sold our Italian operations 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 Statements of Operations and proceeds received within cash flows from operating activities in our Consolidated Statements 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 Statements of Operations and proceeds received within cash flows from investing activities within our Consolidated Statements 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 operations, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations.

e.

Argentina Fire

        On February 5, 2014, we experienced a fire at a facility we own in Buenos Aires, Argentina. As a result of the quick response by local fire authorities, the fire was contained before the entire facility was destroyed and all employees were safely evacuated; however, a number of first responders lost their lives, or in some cases, were severely injured. The cause of the fire is currently being investigated. We believe we carry adequate insurance and are in the process of assessing the impact of the fire but do not expect that this event will have a material impact to our consolidated financial condition. Revenues from our operations at this facility represent less than 0.5% of our consolidated revenues.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	0 Months Ended					3 Months Ended
	Mar. 14, 2014	Dec. 16, 2013	Sep. 11, 2013	Jun. 06, 2013	Mar. 14, 2013	Mar. 31, 2014	Mar. 31, 2013
Revenues:
Storage rental						$ 458,889	$ 442,469
Service						311,237	304,562
Total Revenues						770,126	747,031
Operating Expenses:
Cost of sales (excluding depreciation and amortization)						335,145	321,076
Selling, general and administrative						214,780	223,451
Depreciation and amortization						86,433	80,201
(Gain) Loss on disposal/write-down of property, plant and equipment, net						(8,307)	(539)
Total Operating Expenses						628,051	624,189
Operating Income (Loss)						142,075	122,842
Interest Expense, Net (includes Interest Income of $225 and $1,526 for the three months ended March 31, 2013 and 2014, respectively)						62,312	63,182
Other Expense (Income), Net						5,317	2,739
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes						74,446	56,921
Provision (Benefit) for Income Taxes						31,725	38,571
Income (Loss) from Continuing Operations						42,721	18,350
Income (Loss) from Discontinued Operations, Net of Tax						(612)	2,184
Net Income (Loss)						42,109	20,534
Less: Net Income (Loss) Attributable to Noncontrolling Interests						442	1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated						$ 41,667	$ 19,386
Earnings (Losses) per Share-Basic:
Income (Loss) from Continuing Operations (in dollars per share)						$ 0.22	$ 0.10
Total Income (Loss) from Discontinued Operations (in dollars per share)						$ 0.00	$ 0.01
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)						$ 0.22	$ 0.10
Earnings (Losses) per Share-Diluted:
Income (Loss) from Continuing Operations (in dollars per share)						$ 0.22	$ 0.10
Total Income (Loss) from Discontinued Operations (in dollars per share)						$ 0.00	$ 0.01
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)						$ 0.22	$ 0.10
Weighted Average Common Shares Outstanding-Basic (in shares)						191,879	190,213
Weighted Average Common Shares Outstanding-Diluted (in shares)						193,069	192,110
Dividends Declared per Common Share (in dollars per share)	$ 0.2700	$ 0.2700	$ 0.2700	$ 0.2700	$ 0.2700	$ 0.2700	$ 0.2700

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

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 highly liquid 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 workers' compensation self-insurance program. The restricted cash subject to this agreement was $33,860 as of both December 31, 2013 and March 31, 2014, 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 the functional currencies for our operations outside the U.S., with the exception of certain foreign holding companies and our financing centers in Switzerland, whose functional currency is 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 in the accompanying Consolidated Balance Sheets. 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 previously outstanding 7¹/4% GBP Senior Subordinated Notes due 2014 (the "7¹/4% Notes"), (2) our 6³/4% Euro Senior Subordinated Notes due 2018 (the "6³/4% Notes"), (3) the borrowings in certain foreign currencies under our revolving credit facility 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, in the accompanying Consolidated Statements of Operations. The total gain or loss on foreign currency transactions amounted to a net loss of $3,565 and $6,438 for the three months ended March 31, 2013 and 2014, 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, 2013 and noted no impairment of goodwill at such date. As of December 31, 2013 and March 31, 2014, no factors were identified that would alter our October 1, 2013 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.

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2013 were as follows: (1) North America; (2) United Kingdom, Ireland, Norway, Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); (3) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("Emerging Markets"); (4) Latin America; (5) Australia, China, Hong Kong and Singapore ("Asia Pacific"); and (6) India, Russia and the Ukraine ("Emerging Market Joint Ventures"). Based on our goodwill impairment assessment, all of our reporting units with goodwill had estimated fair values as of October 1, 2013 that exceeded their carrying values by greater than 15%. As of December 31, 2013, the carrying value of goodwill, net amounted to $1,849,440, $375,954, $88,599, $93,149 and $56,210 for North America, Western Europe, Emerging Markets, Latin America and Asia Pacific, respectively. Our Emerging Market Joint Ventures reporting unit had no goodwill as of December 31, 2013.

        Beginning January 1, 2014, as a result of the changes in our reportable segments associated with our reorganization (see Note 7 for a description of our reportable operating segments), we now have 12 reporting units. Our North American Records and Information Management Business segment includes the following three reporting units: (1) North American Records and Information Management; (2) technology escrow services that protect and manage source code ("Intellectual Property Management") and (3) 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 Services"). The North American Data Management Business segment is a separate reporting unit. The Emerging Businesses reporting unit (which primarily relates to our data center business in the United States and which is a component of Corporate and Other) is also a reporting unit. Additionally, the International Business segment consists of the following seven reporting units: (1) United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Luxembourg, Netherlands, Spain and Switzerland ("New Western Europe"); (2) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("New Emerging Markets"); (3) Latin America; (4) Australia and Singapore; (5) China and Hong Kong ("Greater China"); (6) India; and (7) Russia and the Ukraine. We have reassigned goodwill associated with the reporting units impacted by the reorganization among the new reporting units on a relative fair value basis. The fair value of each of our new reporting units was determined based on the application of preliminary fair value multiples of revenue and earnings, which is our best estimate and preliminary assessment of the goodwill allocations to each of the new reporting units on a relative fair value basis.

        The carrying value of goodwill, net for each of our reporting units as of March 31, 2014 is as follows:

	Carrying Value as of March 31, 2014
North American Records and Information Management(1)	$	1,401,347
Intellectual Property Management(1)		50,439
Fulfillment Services(1)		8,407
North American Data Management(1)		365,049
Emerging Businesses		—
New Western Europe		389,752
New Emerging Markets		90,619
Latin America		92,298
Australia and Singapore		65,853
Greater China		2,237
India		—
Russia and Ukraine		—
Total	$	2,466,001

(1)

We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.

        We concluded that we had an interim triggering event and, therefore, we performed an interim goodwill impairment test as of January 1, 2014 on the basis of these new reporting units during the first quarter of 2014. We concluded that the goodwill for each of our new reporting units was not impaired as of such date. While we continue to refine our preliminary estimates of fair value of certain of our new reporting units for purposes of reallocating goodwill, we do not believe that any such changes to preliminary fair value estimates will result in a change in our conclusion that there is no goodwill impairment as of January 1, 2014.

        The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2014 are as follows:

	North American Records and Information Management Business			North American Data Management Business			International Business			Total Consolidated
Gross Balance as of December 31, 2013	$	1,688,280		$	422,070		$	673,335		$	2,783,685
Non-deductible goodwill acquired during the year		—			—			23,971			23,971
Fair value and other adjustments(1)		(13,213	)		(3,303	)		(2,612	)		(19,128	)
Currency effects		(6,466	)		(1,617	)		5,574			(2,509	)
Gross Balance as of March 31, 2014	$	1,668,601		$	417,150		$	700,268		$	2,786,019
Accumulated Amortization Balance as of December 31, 2013	$	208,729		$	52,181		$	59,423		$	320,333
Currency effects		(321	)		(80	)		86			(315	)
Accumulated Amortization Balance as of March 31, 2014	$	208,408		$	52,101		$	59,509		$	320,018
Net Balance as of December 31, 2013	$	1,479,551		$	369,889		$	613,912		$	2,463,352
Net Balance as of March 31, 2014	$	1,460,193		$	365,049		$	640,759		$	2,466,001
Accumulated Goodwill Impairment Balance as of December 31, 2013	$	85,909		$	—		$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of March 31, 2014	$	85,909		$	—		$	46,500		$	132,409

(1)

Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions.

        The components of our amortizable intangible assets as of March 31, 2014 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	907,801	$	(288,191	)	$	619,610
Core Technology(1)		3,828		(3,591	)		237
Trademarks and Non-Compete Agreements(1)		6,342		(4,121	)		2,221
Deferred Financing Costs		56,532		(12,593	)		43,939
Total	$	974,503	$	(308,496	)	$	666,007

(1)

Included in Other Assets, net in the accompanying Consolidated Balance Sheets.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,016 and $13,626 for the three months ended March 31, 2013 and 2014, 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 ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (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 months ended March 31, 2013 and 2014 was $5,710 ($4,887 after tax or $0.03 per basic and diluted share) and $7,141 ($5,134 after tax or $0.03 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 March 31,
	2013		2014
Cost of sales (excluding depreciation and amortization)	$	70	$	190
Selling, general and administrative expenses		5,640		6,951
Total stock-based compensation	$	5,710	$	7,141

        The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows from continuing operations included $1,705 and $(185) for the three months ended March 31, 2013 and 2014, respectively, from the benefits (deficiency) of tax deductions compared to 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 from the date of grant and generally have a contractual life of ten years from the date of grant, unless the holder's employment is terminated sooner. Certain of the options we issue become exercisable ratably over a period of ten years from the date of grant and have a contractual life of 12 years from the date of grant, unless the holder's employment is terminated sooner. As of March 31, 2014, ten-year vesting options represented 7.1% of total outstanding options. As of March 31, 2014, three-year vesting options represented 28.3% 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 one year from the date of grant.

        The weighted average fair value of options granted for the three months ended March 31, 2013 and 2014 was $7.69 and $5.60 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:

	Three Months Ended March 31,
Weighted Average Assumptions	2013			2014
Expected volatility		33.8	%		33.9	%
Risk-free interest rate		1.13	%		2.06	%
Expected dividend yield		3	%		4	%
Expected life		6.3 years			6.8 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 three months ended March 31, 2014 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2013		5,145,739		$	24.09
Granted		525,268			30.70
Exercised		(136,656	)		20.63
Forfeited		(80,463	)		23.24
Expired		(59	)		25.31
Outstanding at March 31, 2014		5,453,829		$	24.79		5.05	$	19,635
Options exercisable at March 31, 2014		4,043,021		$	23.99		4.15	$	16,411
Options expected to vest		1,297,099		$	27.06		7.69	$	3,088

        The following table provides the aggregate intrinsic value of stock options exercised for the three months ended March 31, 2013 and 2014:

	Three Months Ended March 31,
	2013		2014
Aggregate intrinsic value of stock options exercised	$	5,446	$	977

Restricted Stock and Restricted Stock Units

        Under our various equity compensation plans, we may also grant restricted stock or RSUs. Our restricted stock and RSUs generally have a three to five year vesting period from the date of grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $1,790 and $434 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. We paid approximately $366 and $831 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, 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 RSU activity for the three months ended March 31, 2014 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		1,435,230		$	29.76
Granted		598,423			27.32
Vested		(438,353	)		31.60
Forfeited		(65,298	)		32.31
Non-vested at March 31, 2014		1,530,002		$	28.17

        No restricted stock vested during each of the three months ended March 31, 2013 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2013 and 2014 was $8,607 and $13,844, respectively.

Performance Units

        Under our various equity compensation plans, we may also make awards of PUs. For the majority of PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue or revenue growth and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 150% (for PUs granted prior to 2014) and 0% to 200% (for PUs granted in 2014) of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of either the one-year performance period (for PUs granted prior to 2014) or the three-year performance period (for PUs granted in 2014). Certain PUs granted in 2013 and 2014 will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the S&P 500 rather than the revenue growth and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. For those PUs subject to a one-year performance period, employees who subsequently terminate their employment after the end of the one-year performance period and on or after attaining age 55 and completing 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 (but delivery of the shares remains deferred). As a result, PUs subject to a one-year performance period are generally expensed over the shorter of (1) the vesting period, (2) achievement of the retirement criteria, which may occur as early as January 1 of the year following the year of grant, or (3) a maximum of three years. Outstanding PUs 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 settlement date of the associated PU and will be forfeited if the PU does not vest. We accrued approximately $573 and $150 of cash dividends on PUs for the three months ended March 31, 2013 and 2014, respectively.

        During the three months ended March 31, 2014, we issued 173,260 PUs. As our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period, we forecast the likelihood of achieving the predefined revenue or revenue growth and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the applicable performance period) or the actual PUs earned (at the one-year anniversary date for PUs granted prior to 2014, and at the three-year anniversary date for PUs granted in 2014) over the vesting period for each of the awards. For the 2013 and 2014 PUs that will be earned based on a market condition, we utilized a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value will be expensed over the three-year performance period. The total fair value of earned PUs that vested during the three months ended March 31, 2013 and 2014 was $908 and $4,030, respectively. There were no cash dividends paid on PUs for the three months ended March 31, 2013. We paid approximately $221 of cash dividends on PUs for the three months ended March 31, 2014. As of March 31, 2014, we expected 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014.

        A summary of PU activity for the three months ended March 31, 2014 is as follows:

	Original PU Awards			PU Adjustment(1)			Total PU Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		334,548			(23,732	)		310,816		$	33.18
Granted		173,260			(52,475	)		120,785			22.84
Vested		(136,801	)		(11,819	)		(148,620	)		27.12
Forfeited		(3,384	)		—			(3,384	)		34.27
Non-vested at March 31, 2014		367,623			(88,026	)		279,597		$	31.92

(1)

Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an 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 have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through 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 purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options under the ESPP 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 expense for the ESPP shares purchased. In the three months ended March 31, 2013 and 2014, there were no offering periods which ended under the ESPP, and no shares were issued. As of March 31, 2014, we have 1,000,000 shares available under the ESPP.

        As of March 31, 2014, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $55,903 and is expected to be recognized over a weighted-average period of 2.2 years.

        We generally issue shares of our common stock for the exercises of stock options, restricted stock, RSUs, PUs and shares of our common stock 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 March 31,
	2013		2014
Income (Loss) from continuing operations	$	18,350	$	42,721
Total income (loss) from discontinued operations (see Note 10)	$	2,184	$	(612	)
Net income (loss) attributable to Iron Mountain Incorporated	$	19,386	$	41,667
Weighted-average shares—basic		190,213,000		191,879,000
Effect of dilutive potential stock options		1,395,106		682,801
Effect of dilutive potential restricted stock, RSUs and PUs		501,974		507,219
Weighted-average shares—diluted		192,110,080		193,069,020
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.10	$	0.22
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.10	$	0.22
Antidilutive stock options, RSUs and PUs, excluded from the calculation		260,298		1,380,962

• 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 financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis). Service revenues include charges for related service activities, which include: (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 the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) Fulfillment Services; (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies).

        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 period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped 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

        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 and net operating losses that we generate; and (6) our proposed conversion to a real estate investment trust for federal income tax purposes ("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 business operations or a taxable presence. 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 does not meet the more likely than not standard as defined in GAAP.

        Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4,025 relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%.

        We have a net tax over book outside basis difference related to our foreign subsidiaries. We do not expect this net basis difference to reverse in the foreseeable future and we intend to reinvest any future undistributed earnings of certain foreign subsidiaries indefinitely outside the U.S. We have instances where we have book over tax outside basis differences for certain foreign subsidiaries. These basis differences arose primarily through undistributed book earnings of such foreign subsidiaries of $51,954 and could be reversed through a sale of such foreign subsidiaries, the receipt of dividends from such subsidiaries or certain other events or actions on our part, 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 these book over tax outside basis differences because of the complexities of the hypothetical calculation. We may record additional 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 potential conversion to a REIT, including favorable indications from the U.S. Internal Revenue Service (the "IRS") with regard to our private letter ruling requests, finalization of countries to be included in our plan to convert to a REIT, shareholder approval of certain modifications to our corporate charter and final board of director approval of our conversion to a REIT.

        On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the "Code"), regarding the deduction and capitalization of expenditures related to tangible property. The final regulations replace temporary regulations that were issued in December 2011. Also released were proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for our tax year beginning on January 1, 2014. Early adoption was available, and as such, we early adopted the regulations in 2013. Changes for tax treatment elected by us or required by the regulations will generally be effective prospectively; however, implementation of many of the regulations' provisions will require a calculation of the cumulative effect of the changes on prior years, and it is expected that such amount will have to be included in the determination of our taxable income over a four-year period beginning in 2013. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. We do not believe these regulations will have a material impact on our consolidated results of operations, cash flows and financial position.

        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 an increase of $545 and $966 for gross interest and penalties for the three months ended March 31, 2013 and 2014, respectively. We had $4,874 and $5,598 accrued for the payment of interest and penalties as of December 31, 2013 and March 31, 2014, respectively.

• 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, 2013 and March 31, 2014 relate to cash and cash equivalents and restricted cash held on deposit with one global bank and one "Triple A" rated money market fund, and two global banks and two "Triple A" rated money market funds, respectively, all of 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 in any one financial institution to a maximum of $75,000. As of December 31, 2013 and March 31, 2014, our cash and cash equivalents and restricted cash balance was $154,386 and $203,766, respectively, including money market funds and time deposits amounting to $36,613 and $59,157, 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.

        Our financial assets or liabilities are required to be 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, 2013 and March 31, 2014, respectively:

			Fair Value Measurements at December 31, 2013 Using
Description	Total Carrying Value at December 31, 2013		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	33,860	$	—		$	33,860		$	—
Time Deposits(1)		2,753		—			2,753			—
Trading Securities		13,386		12,785	(2)		601	(1)		—
Derivative Assets(3)		72		—			72			—
Derivative Liabilities(3)		5,592		—			5,592			—

			Fair Value Measurements at March 31, 2014 Using
Description	Total Carrying Value at March 31, 2014		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	37,018	$	—		$	37,018		$	—
Time Deposits(1)		22,139		—			22,139			—
Trading Securities		13,515		12,971	(2)		544	(1)		—
Derivative Assets(3)		577		—			577			—
Derivative Liabilities(3)		1,822		—			1,822			—

(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, Euro 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 months ended March 31, 2013 and 2014.

• l.

  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.

• m.

  Accumulated Other Comprehensive Items, Net

        Accumulated other comprehensive items, net consists of the following:

	December 31, 2013			March 31, 2014
Foreign currency translation adjustments	$	(9,586	)	$	(7,909	)
Market value adjustments for securities, net of tax		926			926
	$	(8,660	)	$	(6,983	)

• n.

  Other Expense (Income), Net

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

	Three Months Ended March 31,
	2013			2014
Foreign currency transaction losses (gains), net	$	3,565		$	6,438
Other, net		(826	)		(1,121	)
	$	2,739		$	5,317

• o.

  Property, Plant and Equipment and Long-Lived Assets

        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. During the three months ended March 31, 2013 and 2014, we capitalized $9,228 and $4,897 of costs, respectively, associated with the development of internal use computer software projects. 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. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $539 for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business. Consolidated gain on disposal/write-down of property, plant and equipment, net was $8,307 for the three months ended March 31, 2014 and consisted primarily of approximately $9,262 of gains associated with two facilities we disposed of in the United Kingdom.

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General

3 Months Ended

Mar. 31, 2014

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, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") store records, primarily paper documents and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America and Asia Pacific. We have a diversified customer base consisting 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 (the "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 thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed on February 28, 2014.

        On June 2, 2011, we sold (the "Digital Sale") 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 April 27, 2012, we sold our records management operations in Italy. The financial position, operating results and cash flows of the Digital Business and our Italian operations, including the gain on the sale of the Digital Business and the loss on the sale of our Italian operations, 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 (Policies)

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies

Goodwill and Other Intangible Assets

• 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, 2013 and noted no impairment of goodwill at such date. As of December 31, 2013 and March 31, 2014, no factors were identified that would alter our October 1, 2013 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.

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2013 were as follows: (1) North America; (2) United Kingdom, Ireland, Norway, Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); (3) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("Emerging Markets"); (4) Latin America; (5) Australia, China, Hong Kong and Singapore ("Asia Pacific"); and (6) India, Russia and the Ukraine ("Emerging Market Joint Ventures"). Based on our goodwill impairment assessment, all of our reporting units with goodwill had estimated fair values as of October 1, 2013 that exceeded their carrying values by greater than 15%. As of December 31, 2013, the carrying value of goodwill, net amounted to $1,849,440, $375,954, $88,599, $93,149 and $56,210 for North America, Western Europe, Emerging Markets, Latin America and Asia Pacific, respectively. Our Emerging Market Joint Ventures reporting unit had no goodwill as of December 31, 2013.

        Beginning January 1, 2014, as a result of the changes in our reportable segments associated with our reorganization (see Note 7 for a description of our reportable operating segments), we now have 12 reporting units. Our North American Records and Information Management Business segment includes the following three reporting units: (1) North American Records and Information Management; (2) technology escrow services that protect and manage source code ("Intellectual Property Management") and (3) 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 Services"). The North American Data Management Business segment is a separate reporting unit. The Emerging Businesses reporting unit (which primarily relates to our data center business in the United States and which is a component of Corporate and Other) is also a reporting unit. Additionally, the International Business segment consists of the following seven reporting units: (1) United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Luxembourg, Netherlands, Spain and Switzerland ("New Western Europe"); (2) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("New Emerging Markets"); (3) Latin America; (4) Australia and Singapore; (5) China and Hong Kong ("Greater China"); (6) India; and (7) Russia and the Ukraine. We have reassigned goodwill associated with the reporting units impacted by the reorganization among the new reporting units on a relative fair value basis. The fair value of each of our new reporting units was determined based on the application of preliminary fair value multiples of revenue and earnings, which is our best estimate and preliminary assessment of the goodwill allocations to each of the new reporting units on a relative fair value basis.

        The carrying value of goodwill, net for each of our reporting units as of March 31, 2014 is as follows:

	Carrying Value as of March 31, 2014
North American Records and Information Management(1)	$	1,401,347
Intellectual Property Management(1)		50,439
Fulfillment Services(1)		8,407
North American Data Management(1)		365,049
Emerging Businesses		—
New Western Europe		389,752
New Emerging Markets		90,619
Latin America		92,298
Australia and Singapore		65,853
Greater China		2,237
India		—
Russia and Ukraine		—
Total	$	2,466,001

(1)

We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.

        We concluded that we had an interim triggering event and, therefore, we performed an interim goodwill impairment test as of January 1, 2014 on the basis of these new reporting units during the first quarter of 2014. We concluded that the goodwill for each of our new reporting units was not impaired as of such date. While we continue to refine our preliminary estimates of fair value of certain of our new reporting units for purposes of reallocating goodwill, we do not believe that any such changes to preliminary fair value estimates will result in a change in our conclusion that there is no goodwill impairment as of January 1, 2014.

        The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2014 are as follows:

	North American Records and Information Management Business			North American Data Management Business			International Business			Total Consolidated
Gross Balance as of December 31, 2013	$	1,688,280		$	422,070		$	673,335		$	2,783,685
Non-deductible goodwill acquired during the year		—			—			23,971			23,971
Fair value and other adjustments(1)		(13,213	)		(3,303	)		(2,612	)		(19,128	)
Currency effects		(6,466	)		(1,617	)		5,574			(2,509	)
Gross Balance as of March 31, 2014	$	1,668,601		$	417,150		$	700,268		$	2,786,019
Accumulated Amortization Balance as of December 31, 2013	$	208,729		$	52,181		$	59,423		$	320,333
Currency effects		(321	)		(80	)		86			(315	)
Accumulated Amortization Balance as of March 31, 2014	$	208,408		$	52,101		$	59,509		$	320,018
Net Balance as of December 31, 2013	$	1,479,551		$	369,889		$	613,912		$	2,463,352
Net Balance as of March 31, 2014	$	1,460,193		$	365,049		$	640,759		$	2,466,001
Accumulated Goodwill Impairment Balance as of December 31, 2013	$	85,909		$	—		$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of March 31, 2014	$	85,909		$	—		$	46,500		$	132,409

(1)

Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions.

        The components of our amortizable intangible assets as of March 31, 2014 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	907,801	$	(288,191	)	$	619,610
Core Technology(1)		3,828		(3,591	)		237
Trademarks and Non-Compete Agreements(1)		6,342		(4,121	)		2,221
Deferred Financing Costs		56,532		(12,593	)		43,939
Total	$	974,503	$	(308,496	)	$	666,007

(1)

Included in Other Assets, net in the accompanying Consolidated Balance Sheets.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,016 and $13,626 for the three months ended March 31, 2013 and 2014, respectively.

Stock-Based Compensation

• 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 ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (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 months ended March 31, 2013 and 2014 was $5,710 ($4,887 after tax or $0.03 per basic and diluted share) and $7,141 ($5,134 after tax or $0.03 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 March 31,
	2013		2014
Cost of sales (excluding depreciation and amortization)	$	70	$	190
Selling, general and administrative expenses		5,640		6,951
Total stock-based compensation	$	5,710	$	7,141

        The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows from continuing operations included $1,705 and $(185) for the three months ended March 31, 2013 and 2014, respectively, from the benefits (deficiency) of tax deductions compared to 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 from the date of grant and generally have a contractual life of ten years from the date of grant, unless the holder's employment is terminated sooner. Certain of the options we issue become exercisable ratably over a period of ten years from the date of grant and have a contractual life of 12 years from the date of grant, unless the holder's employment is terminated sooner. As of March 31, 2014, ten-year vesting options represented 7.1% of total outstanding options. As of March 31, 2014, three-year vesting options represented 28.3% 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 one year from the date of grant.

        The weighted average fair value of options granted for the three months ended March 31, 2013 and 2014 was $7.69 and $5.60 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:

	Three Months Ended March 31,
Weighted Average Assumptions	2013			2014
Expected volatility		33.8	%		33.9	%
Risk-free interest rate		1.13	%		2.06	%
Expected dividend yield		3	%		4	%
Expected life		6.3 years			6.8 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 three months ended March 31, 2014 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2013		5,145,739		$	24.09
Granted		525,268			30.70
Exercised		(136,656	)		20.63
Forfeited		(80,463	)		23.24
Expired		(59	)		25.31
Outstanding at March 31, 2014		5,453,829		$	24.79		5.05	$	19,635
Options exercisable at March 31, 2014		4,043,021		$	23.99		4.15	$	16,411
Options expected to vest		1,297,099		$	27.06		7.69	$	3,088

        The following table provides the aggregate intrinsic value of stock options exercised for the three months ended March 31, 2013 and 2014:

	Three Months Ended March 31,
	2013		2014
Aggregate intrinsic value of stock options exercised	$	5,446	$	977

Restricted Stock and Restricted Stock Units

        Under our various equity compensation plans, we may also grant restricted stock or RSUs. Our restricted stock and RSUs generally have a three to five year vesting period from the date of grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $1,790 and $434 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. We paid approximately $366 and $831 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, 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 RSU activity for the three months ended March 31, 2014 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		1,435,230		$	29.76
Granted		598,423			27.32
Vested		(438,353	)		31.60
Forfeited		(65,298	)		32.31
Non-vested at March 31, 2014		1,530,002		$	28.17

        No restricted stock vested during each of the three months ended March 31, 2013 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2013 and 2014 was $8,607 and $13,844, respectively.

Performance Units

        Under our various equity compensation plans, we may also make awards of PUs. For the majority of PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue or revenue growth and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 150% (for PUs granted prior to 2014) and 0% to 200% (for PUs granted in 2014) of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of either the one-year performance period (for PUs granted prior to 2014) or the three-year performance period (for PUs granted in 2014). Certain PUs granted in 2013 and 2014 will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the S&P 500 rather than the revenue growth and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. For those PUs subject to a one-year performance period, employees who subsequently terminate their employment after the end of the one-year performance period and on or after attaining age 55 and completing 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 (but delivery of the shares remains deferred). As a result, PUs subject to a one-year performance period are generally expensed over the shorter of (1) the vesting period, (2) achievement of the retirement criteria, which may occur as early as January 1 of the year following the year of grant, or (3) a maximum of three years. Outstanding PUs 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 settlement date of the associated PU and will be forfeited if the PU does not vest. We accrued approximately $573 and $150 of cash dividends on PUs for the three months ended March 31, 2013 and 2014, respectively.

        During the three months ended March 31, 2014, we issued 173,260 PUs. As our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period, we forecast the likelihood of achieving the predefined revenue or revenue growth and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the applicable performance period) or the actual PUs earned (at the one-year anniversary date for PUs granted prior to 2014, and at the three-year anniversary date for PUs granted in 2014) over the vesting period for each of the awards. For the 2013 and 2014 PUs that will be earned based on a market condition, we utilized a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value will be expensed over the three-year performance period. The total fair value of earned PUs that vested during the three months ended March 31, 2013 and 2014 was $908 and $4,030, respectively. There were no cash dividends paid on PUs for the three months ended March 31, 2013. We paid approximately $221 of cash dividends on PUs for the three months ended March 31, 2014. As of March 31, 2014, we expected 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014.

        A summary of PU activity for the three months ended March 31, 2014 is as follows:

	Original PU Awards			PU Adjustment(1)			Total PU Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2013		334,548			(23,732	)		310,816		$	33.18
Granted		173,260			(52,475	)		120,785			22.84
Vested		(136,801	)		(11,819	)		(148,620	)		27.12
Forfeited		(3,384	)		—			(3,384	)		34.27
Non-vested at March 31, 2014		367,623			(88,026	)		279,597		$	31.92

(1)

Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an 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 have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through 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 purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options under the ESPP 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 expense for the ESPP shares purchased. In the three months ended March 31, 2013 and 2014, there were no offering periods which ended under the ESPP, and no shares were issued. As of March 31, 2014, we have 1,000,000 shares available under the ESPP.

        As of March 31, 2014, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $55,903 and is expected to be recognized over a weighted-average period of 2.2 years.

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

Income (Loss) Per Share-Basic and Diluted

• 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 March 31,
	2013		2014
Income (Loss) from continuing operations	$	18,350	$	42,721
Total income (loss) from discontinued operations (see Note 10)	$	2,184	$	(612	)
Net income (loss) attributable to Iron Mountain Incorporated	$	19,386	$	41,667
Weighted-average shares—basic		190,213,000		191,879,000
Effect of dilutive potential stock options		1,395,106		682,801
Effect of dilutive potential restricted stock, RSUs and PUs		501,974		507,219
Weighted-average shares—diluted		192,110,080		193,069,020
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.10	$	0.22
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.10	$	0.22
Total income (loss) from discontinued operations (see Note 10)	$	0.01	$	(0.00	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.10	$	0.22
Antidilutive stock options, RSUs and PUs, excluded from the calculation		260,298		1,380,962

Revenues

• 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 financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis). Service revenues include charges for related service activities, which include: (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 the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) Fulfillment Services; (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies).

        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 period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped 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

• 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.

Income Taxes

• i.

  Income Taxes

        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 and net operating losses that we generate; and (6) our proposed conversion to a real estate investment trust for federal income tax purposes ("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 business operations or a taxable presence. 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 does not meet the more likely than not standard as defined in GAAP.

        Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4,025 relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%.

        We have a net tax over book outside basis difference related to our foreign subsidiaries. We do not expect this net basis difference to reverse in the foreseeable future and we intend to reinvest any future undistributed earnings of certain foreign subsidiaries indefinitely outside the U.S. We have instances where we have book over tax outside basis differences for certain foreign subsidiaries. These basis differences arose primarily through undistributed book earnings of such foreign subsidiaries of $51,954 and could be reversed through a sale of such foreign subsidiaries, the receipt of dividends from such subsidiaries or certain other events or actions on our part, 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 these book over tax outside basis differences because of the complexities of the hypothetical calculation. We may record additional 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 potential conversion to a REIT, including favorable indications from the U.S. Internal Revenue Service (the "IRS") with regard to our private letter ruling requests, finalization of countries to be included in our plan to convert to a REIT, shareholder approval of certain modifications to our corporate charter and final board of director approval of our conversion to a REIT.

        On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the "Code"), regarding the deduction and capitalization of expenditures related to tangible property. The final regulations replace temporary regulations that were issued in December 2011. Also released were proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for our tax year beginning on January 1, 2014. Early adoption was available, and as such, we early adopted the regulations in 2013. Changes for tax treatment elected by us or required by the regulations will generally be effective prospectively; however, implementation of many of the regulations' provisions will require a calculation of the cumulative effect of the changes on prior years, and it is expected that such amount will have to be included in the determination of our taxable income over a four-year period beginning in 2013. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. We do not believe these regulations will have a material impact on our consolidated results of operations, cash flows and financial position.

        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 an increase of $545 and $966 for gross interest and penalties for the three months ended March 31, 2013 and 2014, respectively. We had $4,874 and $5,598 accrued for the payment of interest and penalties as of December 31, 2013 and March 31, 2014, respectively.

Property, Plant and Equipment and Long-Lived Assets

• o.

  Property, Plant and Equipment and Long-Lived Assets

        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. During the three months ended March 31, 2013 and 2014, we capitalized $9,228 and $4,897 of costs, respectively, associated with the development of internal use computer software projects. 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. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $539 for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business. Consolidated gain on disposal/write-down of property, plant and equipment, net was $8,307 for the three months ended March 31, 2014 and consisted primarily of approximately $9,262 of gains associated with two facilities we disposed of in the United Kingdom.

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Stockholders' Equity Matters

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Matters

Stockholders' Equity Matters

(9) Stockholders' Equity Matters

        Under the terms of an authorization to repurchase shares, as of March 31, 2014, 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 2013 and in the first quarter of 2014, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 14, 2013	$	0.2700	March 25, 2013	$	51,460	April 15, 2013
June 6, 2013		0.2700	June 25, 2013		51,597	July 15, 2013
September 11, 2013		0.2700	September 25, 2013		51,625	October 15, 2013
December 16, 2013		0.2700	December 27, 2013		51,683	January 15, 2014
March 14, 2014		0.2700	March 25, 2014		51,812	April 15, 2014

        In December 2013, our board of directors approved, and we entered into, a REIT Status Protection Rights Agreement (the "Rights Agreement") which provides for a dividend of one preferred stock purchase right (a "Right") for each share of our common stock outstanding on December 20, 2013. Each Right entitles the holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock for a purchase price of $114.00, subject to adjustment as provided in the Rights Agreement and our Amended Certificate of Designations for our Series A Junior Participating Preferred Stock, each of which was filed with the SEC on December 9, 2013, on a Current Report on Form 8-K. We anticipate that we will seek stockholder approval to impose ownership limitations in our charter documents, as is customary for REITs, if we are ultimately successful in converting to a REIT. The Rights Agreement is intended to help protect our potential status as a REIT under the Code until the approval of those ownership limitations by our stockholders, or, if earlier, until the Rights expire, which will be no later than December 9, 2014.

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Debt

3 Months Ended

Mar. 31, 2014

Debt

Debt

(5) Debt

        Long-term debt comprised the following:

	December 31, 2013					March 31, 2014
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	675,717		$	675,717	$	1,108,537		$	1,108,537
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		247,808			248,117		—			—
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		350,272			355,071		349,854			355,460
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			446,000		400,000			440,750
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		411,518			444,470		411,550			437,767
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(2)(4)		187,960			187,960		181,020			185,998
6% Senior Notes due 2023 (the "6% Notes")(2)(3)		600,000			614,820		600,000			633,000
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		1,000,000			930,000		1,000,000			978,100
Real Estate Mortgages, Capital Leases and Other(5)		298,447			298,447		292,728			292,728
Total Long-term Debt		4,171,722					4,343,689
Less Current Portion		(52,583	)				(55,084	)
Long-term Debt, Net of Current Portion	$	4,119,139				$	4,288,605

(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 (including promissory notes) of subsidiaries owed to us or to one of our U.S. subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under these debt instruments. The fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this long-term debt approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2013 and March 31, 2014, respectively.

(2)

The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on December 31, 2013 and March 31, 2014, respectively.

(3)

Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by substantially all of its direct and indirect 100% 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 Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements.

(5)

We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying value.

        On August 7, 2013, we amended our existing credit agreement. The revolving credit facilities (the "Revolving Credit Facility") under our credit agreement, as amended (the "Credit Agreement"), allow IMI and certain of its U.S. and foreign subsidiaries to borrow in U.S. dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros, Brazilian reais and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,500,000. We have the right to request an increase in the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $2,000,000. At the time of the amendment, we repaid all term loans outstanding under our term loan facility of our prior credit agreement. The Revolving Credit Facility terminates on June 27, 2016, at which point all obligations under the Credit Agreement become due. IMI and substantially all of its U.S. subsidiaries guarantee all obligations under the Credit Agreement, and have pledged the capital stock or other equity interests of most of their U.S. subsidiaries, up to 66% of the capital stock or other equity interests of their first-tier foreign subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by them to secure the Credit Agreement. In addition, Canada Company has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it to secure the Canadian dollar subfacility under the Credit Agreement. 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 our consolidated leverage ratio. 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 March 31, 2014, we had $1,108,537 of outstanding borrowings under the Revolving Credit Facility, $603,020 of which was denominated in U.S. dollars, 92,900 of which was denominated in Canadian dollars, 158,200 of which was denominated in British pounds sterling, 104,715 of which was denominated in Euros and 14,900 of which was denominated in Australian dollars; we also had various outstanding letters of credit totaling $4,945. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2014, based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $386,518 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Revolving Credit Facility was 2.7% and ranged from 2.4% to 4.9% as of March 31, 2014. For the three months ended March 31, 2013 and 2014, we recorded commitment fees and letters of credit fees of $610 and $658, respectively, based on the unused balances under the Revolving Credit Facility and outstanding letters of credit.

        In January 2014, we redeemed the 150,000 British pounds sterling (approximately $247,000) in aggregate principal amount outstanding of our 7¹/4% Notes at 100% of par, plus accrued and unpaid interest, utilizing borrowings under our Revolving Credit Facility and cash on-hand.

        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 uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios. IMI's Credit Agreement net total lease adjusted leverage ratio was 5.0 and 5.1 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 6.5, and its net secured debt lease adjusted leverage ratio was 2.2 and 2.5 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 4.0. IMI's bond leverage ratio (which is not lease adjusted), per the indentures, was 5.1 as of both December 31, 2013 and March 31, 2014, compared to a maximum allowable ratio of 6.5. IMI's Credit Agreement fixed charge coverage ratio was 2.5 as of both December 31, 2013 and March 31, 2014, compared to a minimum allowable ratio of 1.5 under the Credit Agreement. 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

3 Months Ended

Mar. 31, 2014

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, 2013 and March 31, 2014, 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, Australian dollars and Euros. As of March 31, 2014, we had (1) outstanding forward contracts to purchase $302,009 U.S. dollars and sell 182,500 British pounds sterling to hedge our intercompany exposures with our United Kingdom operations; (2) an outstanding forward contract to purchase $61,707 U.S. dollars and sell 67,000 Australian dollars to hedge our intercompany exposures with our Australian operations; and (3) outstanding forward contracts to purchase 167,000 Euros and sell $229,578 U.S. dollars to hedge our intercompany exposures with our European operations. 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 Consolidated Statements 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 months ended March 31, 2013 and 2014, there was $5,799 in net cash receipts and $7,199 in net cash payments, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts.

        Our policy is to record the fair value of each derivative instrument on a gross basis. The following table provides the fair value of our derivative instruments as of December 31, 2013 and March 31, 2014 and their gains and losses for the three months ended March 31, 2013 and 2014:

	Asset Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	72	Prepaid expenses and other	$	577
Total		$	72		$	577

	Liability Derivatives
	December 31, 2013			March 31, 2014
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	5,592	Accrued expenses	$	1,822
Total		$	5,592		$	1,822

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended March 31,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2013			2014
Foreign exchange contracts	Other (income) expense, net	$	(11,150	)	$	2,922
Total		$	(11,150	)	$	2,922

        We have designated a portion of our 6³/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the three months ended March 31, 2013 and 2014, we designated on average 105,667 and 64,208 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 $4,123 ($2,513, net of tax) and foreign exchange gains of $145 ($88, net of tax) 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 Iron Mountain Incorporated Stockholders' Equity for the three months ended March 31, 2013 and 2014, respectively. As of March 31, 2014, cumulative net gains of $7,572, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

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Acquisitions

3 Months Ended

Mar. 31, 2014

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 (including revenue and earnings) for the current and prior periods are not presented due to the insignificant impact of the 2013 and 2014 acquisitions on our consolidated results of operations. Noteworthy 2014 acquisitions are as follows:

        In January 2014, in order to enhance our international operations, we acquired Tape Management Services Pty Ltd, a storage and data management company with operations in Australia, for approximately $15,300.

        In February 2014, in order to enhance our international operations, we acquired RM Arsiv Yönetim Hizmetleri Ticaret Anonim Sirketi, a storage rental and records management business with operations in Turkey, for approximately $20,900, of which $16,750 was paid in the first quarter of 2014, with the remainder to be paid out based upon a customary working capital adjustment and whether we make claims for indemnification against the former owners of the business.

        A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for acquisitions in the first quarter of 2014 is as follows:

Cash Paid (gross of cash acquired)	$	32,081	(1)
Total Consideration		32,081
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other		3,177
Property, Plant and Equipment(2)		5,317
Customer Relationship Assets(3)		14,376
Other Assets		34
Liabilities Assumed and Deferred Income Taxes(4)		(14,794	)
Total Fair Value of Identifiable Net Assets Acquired		8,110
Goodwill Initially Recorded	$	23,971

(1)

Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 are net cash acquired of $(1,595) offset by contingent and other payments of $295 related to acquisitions made in previous years.

(2)

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

(3)

The weighted average lives of customer relationship assets associated with acquisitions to date in 2014 was 10 years.

(4)

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

        The acquisitions made in 2014 and certain acquisitions made in 2013 (G4S Secure Data Solutions Colombia S.A.S., G4S Document Delivery S.A.S and Cornerstone Records Management, LLC) 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 for certain 2013 and the 2014 acquisitions will differ meaningfully from preliminary estimates. The purchase price allocations of certain 2013 and the 2014 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 structures), operating 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

3 Months Ended

Mar. 31, 2014

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, 2013 and March 31, 2014 and for the three months ended March 31, 2013 and 2014 and are prepared on the same basis as the consolidated financial statements.

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

        Additionally, IMI and the Guarantors guarantee the Senior 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 Senior Subsidiary Notes are referred to below as the Non-Guarantors.

        In the normal course of business we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below balance sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below statements of operations with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change.

        In July 2013, certain of Canada Company's operating subsidiaries (the "Amalgamated Entities") were amalgamated into Canada Company and, as part of our proposed conversion to a REIT, Canada Company contributed certain assets and liabilities into two newly-formed wholly owned entities (the "Canadian Subsidiaries"). The assets, liabilities, equity, results of operations and cash flows of the Amalgamated Entities, previously presented within the Non-Guarantors column, are now presented within the Canada Company column. The assets, liabilities, equity, results of operations and cash flows of the Canadian Subsidiaries, previously presented within the Canada Company column, are now presented within the Non-Guarantors column.

CONSOLIDATED BALANCE SHEETS

	December 31, 2013
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	1,243	$	10,366	$	1,094	$	107,823	$	—		$	120,526
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		358,118		38,928		219,751		—			616,797
Intercompany Receivable		761,501		—		1,607		—		(763,108	)		—
Other Current Assets		1,120		98,717		5,995		56,622		(30	)		162,424
Total Current Assets		797,724		467,201		47,624		384,196		(763,138	)		933,607
Property, Plant and Equipment, Net		1,019		1,569,248		172,246		835,747		—			2,578,260
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,775,570		1,000		2,672		—		(1,779,242	)		—
Investment in Subsidiaries		1,570,505		1,313,835		31,130		70,788		(2,986,258	)		—
Goodwill		—		1,638,534		187,259		637,559		—			2,463,352
Other		38,862		376,939		11,257		250,842		(114	)		677,786
Total Other Assets, Net		3,384,937		3,330,308		232,318		959,189		(4,765,614	)		3,141,138
Total Assets	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005
Liabilities and Equity
Intercompany Payable	$	—	$	581,029	$	—	$	182,079	$	(763,108	)	$	—
Current Portion of Long-term Debt		—		30,236		—		22,377		(30	)		52,583
Total Other Current Liabilities		125,705		530,169		29,513		221,131		—			906,518
Long-term Debt, Net of Current Portion		3,009,597		508,382		289,105		312,055		—			4,119,139
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,772,144		—		6,098		(1,779,242	)		—
Other Long-term Liabilities		40		392,545		31,652		92,808		(114	)		516,931
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,047,338		1,552,252		101,918		1,332,088		(2,986,258	)		1,047,338
Noncontrolling Interests		—		—		—		10,496		—			10,496
Total Equity		1,047,338		1,552,252		101,918		1,342,584		(2,986,258	)		1,057,834
Total Liabilities and Equity	$	4,183,680	$	5,366,757	$	452,188	$	2,179,132	$	(5,528,752	)	$	6,653,005

CONSOLIDATED BALANCE SHEETS (Continued)

	March 31, 2014
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	7,484	$	7,571	$	154,851	$	—		$	169,906
Restricted Cash		33,860		—		—		—		—			33,860
Accounts Receivable		—		367,056		35,609		223,451		—			626,116
Intercompany Receivable		391,241		—		—		—		(391,241	)		—
Other Current Assets		625		100,803		3,420		52,929		(30	)		157,747
Total Current Assets		425,726		475,343		46,600		431,231		(391,271	)		987,629
Property, Plant and Equipment, Net		974		1,555,366		164,181		841,265		—			2,561,786
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,832,317		1,012		2,570		—		(1,835,899	)		—
Investment in Subsidiaries		1,607,312		1,348,607		31,924		72,312		(3,060,155	)		—
Goodwill		—		1,622,018		180,345		663,638		—			2,466,001
Other		37,519		376,992		10,663		266,141		(114	)		691,201
Total Other Assets, Net		3,477,148		3,348,629		225,502		1,002,091		(4,896,168	)		3,157,202
Total Assets	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617
Liabilities and Equity
Intercompany Payable	$	—	$	264,578	$	7,129	$	119,534	$	(391,241	)	$	—
Current Portion of Long-term Debt		—		28,982		—		26,132		(30	)		55,084
Total Other Current Liabilities		98,517		472,853		24,690		216,706		—			812,766
Long-term Debt, Net of Current Portion		2,761,404		820,101		268,936		438,164		—			4,288,605
Long-term Notes Payable to Affiliates and Intercompany Payable		1,012		1,832,172		—		2,715		(1,835,899	)		—
Other Long-term Liabilities		97		373,628		31,292		94,088		(114	)		498,991
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,042,818		1,587,024		104,236		1,368,895		(3,060,155	)		1,042,818
Noncontrolling Interests		—		—		—		8,353		—			8,353
Total Equity		1,042,818		1,587,024		104,236		1,377,248		(3,060,155	)		1,051,171
Total Liabilities and Equity	$	3,903,848	$	5,379,338	$	436,283	$	2,274,587	$	(5,287,439	)	$	6,706,617

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	292,375		$	33,223		$	116,871		$	—		$	442,469
Service		—			186,275			—			118,287			—			304,562
Total Revenues		—			478,650			33,223			235,158			—			747,031
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			192,613			7,290			121,173			—			321,076
Selling, General and Administrative		27			157,807			4,591			61,026			—			223,451
Depreciation and Amortization		81			47,873			3,223			29,024			—			80,201
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(635	)		—			96			—			(539	)
Total Operating Expenses		108			397,658			15,104			211,319			—			624,189
Operating (Loss) Income		(108	)		80,992			18,119			23,839			—			122,842
Interest Expense (Income), Net		51,814			(6,173	)		9,745			7,796			—			63,182
Other (Income) Expense, Net		(33,027	)		(1,151	)		—			36,917			—			2,739
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,895	)		88,316			8,374			(20,874	)		—			56,921
Provision (Benefit) for Income Taxes		—			33,905			2,740			1,926			—			38,571
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(38,281	)		17,258			(1,189	)		(5,634	)		27,846			—
Income (Loss) from Continuing Operations		19,386			37,153			6,823			(17,166	)		(27,846	)		18,350
Income (Loss) from Discontinued Operations, Net of Tax		—			81			—			2,103			—			2,184
Net Income (Loss)		19,386			37,234			6,823			(15,063	)		(27,846	)		20,534
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,148			—			1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	19,386		$	37,234		$	6,823		$	(16,211	)	$	(27,846	)	$	19,386
Net Income (Loss)	$	19,386		$	37,234		$	6,823		$	(15,063	)	$	(27,846	)	$	20,534
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		2,514			850			(7,444	)		(10,867	)		—			(14,947	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(17,476	)		(18,336	)		—			(7,444	)		43,256			—
Total Other Comprehensive (Loss) Income		(14,962	)		(17,486	)		(7,444	)		(18,311	)		43,256			(14,947	)
Comprehensive Income (Loss)		4,424			19,748			(621	)		(33,374	)		15,410			5,587
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,163			—			1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	4,424		$	19,748		$	(621	)	$	(34,537	)	$	15,410		$	4,424

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	300,329		$	30,411		$	128,149		$	—		$	458,889
Service		—			186,430			16,150			108,657			—			311,237
Intercompany Service		—			—			—			17,358			(17,358	)		—
Total Revenues		—			486,759			46,561			254,164			(17,358	)		770,126
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			202,920			6,242			125,983			—			335,145
Intercompany Service Cost of Sales		—			—			17,358			—			(17,358	)		—
Selling, General and Administrative		28			146,578			3,753			64,421			—			214,780
Depreciation and Amortization		77			52,640			2,999			30,717			—			86,433
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			732			1			(9,040	)		—			(8,307	)
Total Operating Expenses		105			402,870			30,353			212,081			(17,358	)		628,051
Operating (Loss) Income		(105	)		83,889			16,208			42,083			—			142,075
Interest Expense (Income), Net		48,165			(4,852	)		9,547			9,452			—			62,312
Other (Income) Expense, Net		(1,280	)		1,507			(20	)		5,110			—			5,317
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(46,990	)		87,234			6,681			27,521			—			74,446
Provision (Benefit) for Income Taxes		—			23,803			2,538			5,384			—			31,725
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(88,657	)		(24,826	)		(1,954	)		(4,143	)		119,580			—
Income (Loss) from Continuing Operations		41,667			88,257			6,097			26,280			(119,580	)		42,721
(Loss) Income from Discontinued Operations, Net of Tax		—			(625	)		—			13			—			(612	)
Net Income (Loss)		41,667			87,632			6,097			26,293			(119,580	)		42,109
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			442			—			442
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	41,667		$	87,632		$	6,097		$	25,851		$	(119,580	)	$	41,667
Net Income (Loss)	$	41,667		$	87,632		$	6,097		$	26,293		$	(119,580	)	$	42,109
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		88			741			(2,618	)		3,577			—			1,788
Equity in Other Comprehensive Income (Loss) of Subsidiaries		1,589			(71	)		(1,160	)		(2,618	)		2,260			—
Total Other Comprehensive Income (Loss)		1,677			670			(3,778	)		959			2,260			1,788
Comprehensive Income (Loss)		43,344			88,302			2,319			27,252			(117,320	)		43,897
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			553			—			553
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	43,344		$	88,302		$	2,319		$	26,699		$	(117,320	)	$	43,344

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2013
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(47,266	)	$	118,974		$	2,129		$	31,898		$	—		$	105,735
Cash Flows from Operating Activities-Discontinued Operations		—			(90	)		—			960			—			870
Cash Flows from Operating Activities		(47,266	)		118,884			2,129			32,858			—			106,605
Cash Flows from Investing Activities:
Capital expenditures		—			(61,795	)		(741	)		(32,882	)		—			(95,418	)
Cash paid for acquisitions, net of cash acquired		—			74			—			—			—			74
Intercompany loans to subsidiaries		95,719			(2,177	)		—			—			(93,542	)		—
Investment in subsidiaries		(3,500	)		(3,500	)		—			—			7,000			—
Investment in restricted cash		(1	)		—			—			—			—			(1	)
Additions to customer relationship and acquisition costs		—			(3,055	)		(70	)		(1,511	)		—			(4,636	)
Proceeds from sales of property and equipment and other, net		—			12			(3,191	)		2,662			—			(517	)
Cash Flows from Investing Activities-Continuing Operations		92,218			(70,441	)		(4,002	)		(31,731	)		(86,542	)		(100,498	)
Cash Flows from Investing Activities-Discontinued Operations		—			(10	)		—			—			—			(10	)
Cash Flows from Investing Activities		92,218			(70,451	)		(4,002	)		(31,731	)		(86,542	)		(100,508	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(349,550	)		(15	)		(5,802	)		—			(355,367	)
Proceeds from revolving credit and term loan facilities and other debt		—			386,300			—			206			—			386,506
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			194			—			194
Intercompany loans from parent		—			(97,554	)		(2,224	)		6,236			93,542			—
Equity contribution from parent		—			3,500			—			3,500			(7,000	)		—
Parent cash dividends		(51,662	)		—			—			—			—			(51,662	)
Proceeds from exercise of stock options and employee stock purchase plan		5,005			—			—			—			—			5,005
Excess tax benefits (deficiency) from stock-based compensation		1,705			—			—			—			—			1,705
Payment of debt financing costs		—			(469	)		—			—			—			(469	)
Cash Flows from Financing Activities-Continuing Operations		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(44,952	)		(57,773	)		(2,239	)		4,334			86,542			(14,088	)
Effect of exchange rates on cash and cash equivalents		—			—			(2,269	)		(3,156	)		—			(5,425	)
(Decrease) Increase in cash and cash equivalents		—			(9,340	)		(6,381	)		2,305			—			(13,416	)
Cash and cash equivalents, beginning of period		—			13,472			103,346			126,597			—			243,415
Cash and cash equivalents, end of period	$	—		$	4,132		$	96,965		$	128,902		$	—		$	229,999

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Three Months Ended March 31, 2014
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(68,972	)	$	79,555		$	10,421		$	34,637		$	—		$	55,641
Cash Flows from Operating Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Operating Activities		(68,972	)		79,555			10,421			34,637			—			55,641
Cash Flows from Investing Activities:
Capital expenditures		—			(71,520	)		(2,865	)		(33,471	)		—			(107,856	)
Cash paid for acquisitions, net of cash acquired		—			916			—			(31,697	)		—			(30,781	)
Intercompany loans to subsidiaries		377,202			61,895			—			—			(439,097	)		—
Investment in subsidiaries		(11,695	)		(11,695	)		—			—			23,390			—
Additions to customer relationship and acquisition costs		—			(7,341	)		(280	)		(537	)		—			(8,158	)
Proceeds from sales of property and equipment and other, net		—			1,441			64			16,387			—			17,892
Cash Flows from Investing Activities-Continuing Operations		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Investing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Investing Activities		365,507			(26,304	)		(3,081	)		(49,318	)		(415,707	)		(128,903	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,171,941	)		(252,107	)		(30,643	)		—			(2,454,691	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,480,901			242,480			152,666			—			2,876,047
Early retirement of senior subordinated notes		(247,275	)		—			—			—			—			(247,275	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			(2,317	)		—			(2,317	)
Intercompany loans from parent		—			(376,788	)		8,640			(70,949	)		439,097			—
Equity contribution from parent		—			11,695			—			11,695			(23,390	)		—
Parent cash dividends		(52,735	)		—			—			—			—			(52,735	)
Proceeds from exercise of stock options and employee stock purchase plan		2,417			—			—			—			—			2,417
Excess tax benefits (deficiency) from stock-based compensation		(185	)		—			—			—			—			(185	)
Payment of debt financing costs		—			—			(12	)		(410	)		—			(422	)
Cash Flows from Financing Activities-Continuing Operations		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			—			—			—
Cash Flows from Financing Activities		(297,778	)		(56,133	)		(999	)		60,042			415,707			120,839
Effect of exchange rates on cash and cash equivalents		—			—			136			1,667			—			1,803
(Decrease) Increase in cash and cash equivalents		(1,243	)		(2,882	)		6,477			47,028			—			49,380
Cash and cash equivalents, beginning of period		1,243			10,366			1,094			107,823			—			120,526
Cash and cash equivalents, end of period	$	—		$	7,484		$	7,571		$	154,851		$	—		$	169,906

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Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Amortizable intangible assets
Gross carrying amount	$ 974,503
Accumulated amortization	(308,496)
Net carrying amount	666,007
Amortization expense associated with amortizable intangible assets (including deferred financing costs)	13,626	12,016
Customer Relationships and Acquisition Costs
Amortizable intangible assets
Gross carrying amount	907,801
Accumulated amortization	(288,191)
Net carrying amount	619,610
Core Technology
Amortizable intangible assets
Gross carrying amount	3,828
Accumulated amortization	(3,591)
Net carrying amount	237
Trademarks and Non-Compete Agreements
Amortizable intangible assets
Gross carrying amount	6,342
Accumulated amortization	(4,121)
Net carrying amount	2,221
Deferred Financing Costs
Amortizable intangible assets
Gross carrying amount	56,532
Accumulated amortization	(12,593)
Net carrying amount	$ 43,939

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013	Dec. 31, 2013
Segment Information
Number of unique reportable segments	2
Segment information
Total Revenues	$ 770,126	$ 747,031
Depreciation and Amortization	86,433	80,201
Depreciation	74,713	70,095
Amortization	11,720	10,106
Adjusted OIBDA	228,524	227,476
Total Assets	6,706,617	6,298,180	6,653,005
Expenditures for Segment Assets	146,795	99,980
Capital Expenditures	107,856	95,418
Cash Paid (Received) for Acquisitions, Net of Cash Acquired	30,781	(74)
Additions to Customer Relationship and Acquisition Costs	8,158	4,636
North American Records and Information Management business
Segment information
Total Revenues	446,132	440,015
Depreciation and Amortization	45,506	40,853
Depreciation	40,821	37,559
Amortization	4,685	3,294
Adjusted OIBDA	167,409	162,828
Total Assets	3,646,819	3,547,159
Expenditures for Segment Assets	49,266	39,922
Capital Expenditures	42,561	36,930
Cash Paid (Received) for Acquisitions, Net of Cash Acquired	(916)	(74)
Additions to Customer Relationship and Acquisition Costs	7,621	3,066
North American Data Management Business
Segment information
Total Revenues	96,724	98,827
Depreciation and Amortization	5,030	4,342
Depreciation	4,965	4,137
Amortization	65	205
Adjusted OIBDA	54,268	59,417
Total Assets	651,858	631,266
Expenditures for Segment Assets	5,507	4,185
Capital Expenditures	5,507	4,126
Additions to Customer Relationship and Acquisition Costs		59
International Business
Segment information
Total Revenues	224,430	204,553
Depreciation and Amortization	28,759	27,006
Depreciation	21,789	20,432
Amortization	6,970	6,574
Adjusted OIBDA	58,763	47,898
Total Assets	2,126,111	1,808,829
Expenditures for Segment Assets	64,941	33,028
Capital Expenditures	32,707	31,517
Cash Paid (Received) for Acquisitions, Net of Cash Acquired	31,697
Additions to Customer Relationship and Acquisition Costs	537	1,511
Corporate and Other
Segment information
Total Revenues	2,840	3,636
Depreciation and Amortization	7,138	8,000
Depreciation	7,138	7,967
Amortization		33
Adjusted OIBDA	(51,916)	(42,667)
Total Assets	281,829	310,926
Expenditures for Segment Assets	27,081	22,845
Capital Expenditures	$ 27,081	$ 22,845

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Restructuring

3 Months Ended

Mar. 31, 2014

Restructuring

Restructuring

(11) Restructuring

        In the third quarter of 2013, we implemented a plan that calls for certain organizational realignments to advance our growth strategy and reduce operating costs. As a result, we recorded restructuring costs of approximately $2,425 in the first quarter of 2014, primarily related to employee severance and associated benefits. Of the total restructuring costs incurred in 2014, $2,101 and $324 are reflected in the results of operations of our North American Records and Information Management Business and Corporate and Other segments, respectively. In our Consolidated Statements of Operations for the three months ended March 31, 2014, $1,363 and $1,062 of these restructuring costs are recorded in selling, general and administrative expenses and cost of sales, respectively. We expect to incur an additional $3,334 of employee severance and associated benefit costs in the remainder of 2014 in connection with this organizational realignment primarily in our Corporate and Other segment.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2014

Acquisitions

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

Cash Paid (gross of cash acquired)	$	32,081	(1)
Total Consideration		32,081
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other		3,177
Property, Plant and Equipment(2)		5,317
Customer Relationship Assets(3)		14,376
Other Assets		34
Liabilities Assumed and Deferred Income Taxes(4)		(14,794	)
Total Fair Value of Identifiable Net Assets Acquired		8,110
Goodwill Initially Recorded	$	23,971

(1)

Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 are net cash acquired of $(1,595) offset by contingent and other payments of $295 related to acquisitions made in previous years.

(2)

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

(3)

The weighted average lives of customer relationship assets associated with acquisitions to date in 2014 was 10 years.

(4)

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

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues:
Storage Rental	$ 458,889	$ 442,469
Service	311,237	304,562
Total Revenues	770,126	747,031
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	335,145	321,076
Selling, General and Administrative	214,780	223,451
Depreciation and Amortization	86,433	80,201
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net	(8,307)	(539)
Total Operating Expenses	628,051	624,189
Operating Income (Loss)	142,075	122,842
Interest Expense (Income), Net	62,312	63,182
Other (Income) Expense , Net	5,317	2,739
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	74,446	56,921
Provision (Benefit) for Income Taxes	31,725	38,571
Income (Loss) from Continuing Operations	42,721	18,350
(Loss) Income from Discontinued Operations, Net of Tax	(612)	2,184
Net Income (Loss)	42,109	20,534
Less: Net Income (Loss) Attributable to Noncontrolling Interests	442	1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated	41,667	19,386
Other Comprehensive Income (Loss):
Net Income (Loss)	42,109	20,534
Foreign Currency Translation Adjustments	1,788	(14,947)
Total Other Comprehensive (Loss) Income	1,788	(14,947)
Comprehensive Income (Loss)	43,897	5,587
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	553	1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	43,344	4,424
Eliminations
Revenues:
Intercompany Service	(17,358)
Total Revenues	(17,358)
Operating Expenses:
Intercompany Service Cost of Sales	(17,358)
Total Operating Expenses	(17,358)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	119,580	27,846
Income (Loss) from Continuing Operations	(119,580)	(27,846)
Net Income (Loss)	(119,580)	(27,846)
Net Income (Loss) Attributable to Iron Mountain Incorporated	(119,580)	(27,846)
Other Comprehensive Income (Loss):
Net Income (Loss)	(119,580)	(27,846)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	2,260	43,256
Total Other Comprehensive (Loss) Income	2,260	43,256
Comprehensive Income (Loss)	(117,320)	15,410
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	(117,320)	15,410
Parent | Reportable legal entities
Operating Expenses:
Selling, General and Administrative	28	27
Depreciation and Amortization	77	81
Total Operating Expenses	105	108
Operating Income (Loss)	(105)	(108)
Interest Expense (Income), Net	48,165	51,814
Other (Income) Expense , Net	(1,280)	(33,027)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(46,990)	(18,895)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(88,657)	(38,281)
Income (Loss) from Continuing Operations	41,667	19,386
Net Income (Loss)	41,667	19,386
Net Income (Loss) Attributable to Iron Mountain Incorporated	41,667	19,386
Other Comprehensive Income (Loss):
Net Income (Loss)	41,667	19,386
Foreign Currency Translation Adjustments	88	2,514
Equity in Other Comprehensive Income (Loss) of Subsidiaries	1,589	(17,476)
Total Other Comprehensive (Loss) Income	1,677	(14,962)
Comprehensive Income (Loss)	43,344	4,424
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	43,344	4,424
Guarantors | Reportable legal entities
Revenues:
Storage Rental	300,329	292,375
Service	186,430	186,275
Total Revenues	486,759	478,650
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	202,920	192,613
Selling, General and Administrative	146,578	157,807
Depreciation and Amortization	52,640	47,873
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net	732	(635)
Total Operating Expenses	402,870	397,658
Operating Income (Loss)	83,889	80,992
Interest Expense (Income), Net	(4,852)	(6,173)
Other (Income) Expense , Net	1,507	(1,151)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	87,234	88,316
Provision (Benefit) for Income Taxes	23,803	33,905
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(24,826)	17,258
Income (Loss) from Continuing Operations	88,257	37,153
(Loss) Income from Discontinued Operations, Net of Tax	(625)	81
Net Income (Loss)	87,632	37,234
Net Income (Loss) Attributable to Iron Mountain Incorporated	87,632	37,234
Other Comprehensive Income (Loss):
Net Income (Loss)	87,632	37,234
Foreign Currency Translation Adjustments	741	850
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(71)	(18,336)
Total Other Comprehensive (Loss) Income	670	(17,486)
Comprehensive Income (Loss)	88,302	19,748
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	88,302	19,748
Canada Company | Reportable legal entities
Revenues:
Storage Rental	30,411	33,223
Service	16,150
Total Revenues	46,561	33,223
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	6,242	7,290
Intercompany Service Cost of Sales	17,358
Selling, General and Administrative	3,753	4,591
Depreciation and Amortization	2,999	3,223
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net	1
Total Operating Expenses	30,353	15,104
Operating Income (Loss)	16,208	18,119
Interest Expense (Income), Net	9,547	9,745
Other (Income) Expense , Net	(20)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	6,681	8,374
Provision (Benefit) for Income Taxes	2,538	2,740
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(1,954)	(1,189)
Income (Loss) from Continuing Operations	6,097	6,823
Net Income (Loss)	6,097	6,823
Net Income (Loss) Attributable to Iron Mountain Incorporated	6,097	6,823
Other Comprehensive Income (Loss):
Net Income (Loss)	6,097	6,823
Foreign Currency Translation Adjustments	(2,618)	(7,444)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(1,160)
Total Other Comprehensive (Loss) Income	(3,778)	(7,444)
Comprehensive Income (Loss)	2,319	(621)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	2,319	(621)
Non-Guarantors | Reportable legal entities
Revenues:
Storage Rental	128,149	116,871
Service	108,657	118,287
Intercompany Service	17,358
Total Revenues	254,164	235,158
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	125,983	121,173
Selling, General and Administrative	64,421	61,026
Depreciation and Amortization	30,717	29,024
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net	(9,040)	96
Total Operating Expenses	212,081	211,319
Operating Income (Loss)	42,083	23,839
Interest Expense (Income), Net	9,452	7,796
Other (Income) Expense , Net	5,110	36,917
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	27,521	(20,874)
Provision (Benefit) for Income Taxes	5,384	1,926
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(4,143)	(5,634)
Income (Loss) from Continuing Operations	26,280	(17,166)
(Loss) Income from Discontinued Operations, Net of Tax	13	2,103
Net Income (Loss)	26,293	(15,063)
Less: Net Income (Loss) Attributable to Noncontrolling Interests	442	1,148
Net Income (Loss) Attributable to Iron Mountain Incorporated	25,851	(16,211)
Other Comprehensive Income (Loss):
Net Income (Loss)	26,293	(15,063)
Foreign Currency Translation Adjustments	3,577	(10,867)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(2,618)	(7,444)
Total Other Comprehensive (Loss) Income	959	(18,311)
Comprehensive Income (Loss)	27,252	(33,374)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	553	1,163
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$ 26,699	$ (34,537)

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Derivative Instruments and Hedging Activities (Details) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2014 item	Dec. 31, 2013 item	Mar. 31, 2014 Foreign exchange contracts USD ($)	Mar. 31, 2013 Foreign exchange contracts USD ($)	Mar. 31, 2014 Forward contracts Purchases U.S. dollars: British pounds sterling USD ($)	Mar. 31, 2014 Forward contracts Purchases U.S. dollars: Australian dollars USD ($)	Mar. 31, 2014 Forward contracts Purchases Euros : U.S. dollars EUR (€)	Mar. 31, 2014 Forward contracts Sales U.S. dollars: British pounds sterling GBP (£)	Mar. 31, 2014 Forward contracts Sales U.S. dollars: Australian dollars AUD	Mar. 31, 2014 Forward contracts Sales Euros : U.S. dollars USD ($)
Derivative Instruments and Hedging Activities
Targeted percentage of debt portfolio to be fixed with interest rates	75.00%
Number of derivative instrument with contingent features of credit risk	0	0
Derivative instruments
Notional amount of derivatives					$ 302,009	$ 61,707	€ 167,000	£ 182,500	67,000	$ 229,578
Net cash receipts from foreign currency forward contracts				5,799
Net cash payments from foreign currency forward contracts			$ 7,199

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CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENTS OF OPERATIONS
Interest Income	$ 1,526	$ 225

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENTS OF CASH FLOWS
Deferred financing costs and bond discount included in Amortization	$ 1,906	$ 1,910

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Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt

Schedule of carrying amount and fair value of long-term debt instruments

	December 31, 2013					March 31, 2014
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	675,717		$	675,717	$	1,108,537		$	1,108,537
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		247,808			248,117		—			—
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		350,272			355,071		349,854			355,460
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			446,000		400,000			440,750
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		411,518			444,470		411,550			437,767
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(2)(4)		187,960			187,960		181,020			185,998
6% Senior Notes due 2023 (the "6% Notes")(2)(3)		600,000			614,820		600,000			633,000
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		1,000,000			930,000		1,000,000			978,100
Real Estate Mortgages, Capital Leases and Other(5)		298,447			298,447		292,728			292,728
Total Long-term Debt		4,171,722					4,343,689
Less Current Portion		(52,583	)				(55,084	)
Long-term Debt, Net of Current Portion	$	4,119,139				$	4,288,605

(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 (including promissory notes) of subsidiaries owed to us or to one of our U.S. subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under these debt instruments. The fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this long-term debt approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2013 and March 31, 2014, respectively.

(2)

The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on December 31, 2013 and March 31, 2014, respectively.

(3)

Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by substantially all of its direct and indirect 100% 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 Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements.

(5)

We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying value.

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Summary of Significant Accounting Policies (Details 7) (Fair value measured on recurring basis, USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Total Carrying Value
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	$ 37,018	$ 33,860
Time deposits	22,139	2,753
Trading securities	13,515	13,386
Derivative assets	577	72
Derivative liabilities	1,822	5,592
Quoted prices in active markets (Level 1)
Assets and liabilities carried at fair value measured on a recurring basis
Trading securities	12,971	12,785
Significant other observable inputs (Level 2)
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	37,018	33,860
Time deposits	22,139	2,753
Trading securities	544	601
Derivative assets	577	72
Derivative liabilities	$ 1,822	$ 5,592

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Discontinued Operations

3 Months Ended

Mar. 31, 2014

Discontinued Operations

Discontinued Operations

(10) Discontinued Operations

Digital Operations

        On June 2, 2011, we sold 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 we 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, have been reported as discontinued operations for financial reporting purposes.

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

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	88	$	(1,000	)
Provision (Benefit) for Income Taxes		7		(375	)
Income (Loss) from Discontinued Operations, Net of Tax	$	81	$	(625	)

        During the three months ended March 31, 2014, we recognized a loss before provision for income taxes of discontinued operations of $1,000 associated with the Digital Business, primarily related to settlements of legal matters directly related to the disposed business.

Italian Operations

        We sold our Italian operations on April 27, 2012, and we agreed to indemnify the buyers of our Italian operations for certain possible obligations and contingencies associated with the fire in Italy discussed more fully in Note 8.d. Our Italian operations were previously included within the International Business segment. For all periods presented, the financial position, operating results and cash flows of our Italian operations have been reported as discontinued operations for financial reporting purposes.

        The table below summarizes certain results of our Italian operations:

	Three Months Ended March 31,
	2013		2014
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	2,712	$	22
Provision (Benefit) for Income Taxes		609		9
Income (Loss) from Discontinued Operations, Net of Tax	$	2,103	$	13

        During the three months ended March 31, 2013, we recognized income before provision for income taxes of discontinued operations of $2,712 associated with our Italian operations, which primarily represents the recovery of insurance proceeds in excess of carrying value.