IRON MOUNTAIN INC - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q



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

For the Quarterly Period Ended September 30, 2019




OR

☐	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	23-2588479
(State or other Jurisdiction of Incorporation or Organization)	(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)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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

Securities registered pursuant to Section 12(b) of the Exchange Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	IRM	NYSE

As of October 25, 2019, the registrant had 287,143,406 outstanding shares of common stock, $.01 par value.

Table of Contents

IRON MOUNTAIN INCORPORATED

Index



	Page
PART I—FINANCIAL INFORMATION
Item 1—Unaudited Condensed Consolidated Financial Statements	3

Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018	3

Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2019 and 2018	4

Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2019 and 2018	5

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 and 2018	6

Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2019	7

Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2018	8

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	9

Notes to Condensed Consolidated Financial Statements (Unaudited)	10

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations	53

Item 4—Controls and Procedures	83

PART II—OTHER INFORMATION

Item 1A—Risk Factors	84

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds	84

Item 6—Exhibits	84

Signatures	85

Table of Contents

Part I. Financial Information

Item 1. Unaudited Condensed Consolidated Financial Statements

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, except Share and Per Share Data)

(Unaudited)



	September 30, 2019			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	186,778		$	165,485
Accounts receivable (less allowances of $44,873 and $43,584 as of September 30, 2019 and December 31, 2018, respectively)	821,926			846,889
Prepaid expenses and other	195,189			195,740
Total Current Assets	1,203,893			1,208,114
Property, Plant and Equipment:
Property, plant and equipment	7,868,457			7,600,949
Less—Accumulated depreciation	(3,311,738		)	(3,111,392		)
Property, Plant and Equipment, Net	4,556,719			4,489,557
Other Assets, Net:
Goodwill	4,421,995			4,441,030
Customer relationships, customer inducements and data center lease-based intangibles	1,415,287			1,506,522
Operating lease right-of-use assets (see Note 2.d.)	1,765,496			—
Other	213,777			211,995
Total Other Assets, Net	7,816,555			6,159,547
Total Assets	$	13,577,167		$	11,857,218
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	394,822		$	126,406
Accounts payable	289,940			318,765
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities, see Note 2.d.)	888,021			780,781
Deferred revenue	257,328			264,823
Total Current Liabilities	1,830,111			1,490,775
Long-term Debt, net of current portion	8,220,347			8,016,417
Long-term Operating Lease Liabilities, net of current portion (see Note 2.d.)	1,626,907			—
Other Long-term Liabilities	130,290			111,331
Deferred Rent (see Note 2.d.)	—			121,864
Deferred Income Taxes	189,564			183,836
Commitments and Contingencies (see Note 8)
Redeemable Noncontrolling Interests	68,099			70,532
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 287,135,194 and 286,321,009 shares as of September 30, 2019 and December 31, 2018, respectively)	2,871			2,863
Additional paid-in capital	4,287,964			4,263,348
(Distributions in excess of earnings) Earnings in excess of distributions	(2,433,802		)	(2,139,493		)
Accumulated other comprehensive items, net	(346,203		)	(265,664		)
Total Iron Mountain Incorporated Stockholders' Equity	1,510,830			1,861,054
Noncontrolling Interests	1,019			1,409
Total Equity	1,511,849			1,862,463
Total Liabilities and Equity	$	13,577,167		$	11,857,218

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

Table of Contents

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)



	Three Months Ended September 30,
	2019			2018
Revenues:
Storage rental	$	673,318		$	656,973
Service	388,906			404,018
Total Revenues	1,062,224			1,060,991
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	451,317			448,018
Selling, general and administrative	239,156			259,929
Depreciation and amortization	157,561			157,797
(Gain) Loss on disposal/write-down of property, plant and equipment, net (see Notes 2.j. and 2.m.)	(9,284		)	(388		)
Total Operating Expenses	838,750			865,356
Operating Income (Loss)	223,474			195,635
Interest Expense, Net (includes Interest Income of $1,558 and $1,382 for the three months ended September 30, 2019 and 2018, respectively)	106,677			103,938
Other (Income) Expense, Net	(13,415		)	325
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	130,212			91,372
Provision (Benefit) for Income Taxes	21,928			14,023
Income (Loss) from Continuing Operations	108,284			77,349
(Loss) Income from Discontinued Operations, Net of Tax	—			(11,605		)
Net Income (Loss)	108,284			65,744
Less: Net Income (Loss) Attributable to Noncontrolling Interests	609			(125		)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	107,675		$	65,869
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.37		$	0.27
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.37		$	0.23
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.37		$	0.27
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.37		$	0.23
Weighted Average Common Shares Outstanding—Basic	287,152			286,159
Weighted Average Common Shares Outstanding—Diluted	287,691			286,982

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

Table of Contents

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)



	Nine Months Ended September 30,
	2019			2018
Revenues:
Storage rental	$	2,005,580		$	1,963,561
Service	1,177,414			1,200,711
Total Revenues	3,182,994			3,164,272
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	1,377,963			1,348,203
Selling, general and administrative	762,479			789,324
Depreciation and amortization	484,375			474,595
(Gain) Loss on disposal/write-down of property, plant and equipment, net (see Notes 2.j. and 2.m.)	(17,087		)	(2,064		)
Total Operating Expenses	2,607,730			2,610,058
Operating Income (Loss)	575,264			554,214
Interest Expense, Net (includes Interest Income of $4,804 and $5,048 for the nine months ended September 30, 2019 and 2018, respectively)	314,427			303,836
Other (Income) Expense, Net	(13,397		)	1,420
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	274,234			248,958
Provision (Benefit) for Income Taxes	43,127			39,957
Income (Loss) from Continuing Operations	231,107			209,001
Income (Loss) from Discontinued Operations, Net of Tax	104			(12,427		)
Net Income (Loss)	231,211			196,574
Less: Net Income (Loss) Attributable to Noncontrolling Interests	1,534			485
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	229,677		$	196,089
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.80		$	0.73
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.80		$	0.69
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.80		$	0.73
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.80		$	0.68
Weighted Average Common Shares Outstanding—Basic	286,869			285,801
Weighted Average Common Shares Outstanding—Diluted	287,555			286,515

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

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IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)



	Three Months Ended September 30,
	2019			2018
Net Income (Loss)	$	108,284		$	65,744
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	(83,595		)	(24,769		)
Change in Fair Value of Derivative Instruments	(1,496		)	1,980
Total Other Comprehensive (Loss) Income	(85,091		)	(22,789		)
Comprehensive Income (Loss)	23,193			42,955
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	(100		)	(2,104		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	23,293		$	45,059



	Nine Months Ended September 30,
	2019			2018
Net Income (Loss)	$	231,211		$	196,574
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	(71,195		)	(132,290		)
Change in Fair Value of Derivative Instruments	(9,101		)	4,183
Total Other Comprehensive (Loss) Income	(80,296		)	(128,107		)
Comprehensive Income (Loss)	150,915			68,467
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	1,777			(3,351		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	149,138		$	71,818

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

Table of Contents

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Thousands, except Share Data)

(Unaudited)



Three Month Period Ended September 30, 2019
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, June 30, 2019	$	1,658,981		287,061,769	$	2,870	$	4,281,584		$	(2,364,812	)	$	(261,821	)	$	1,160		$	73,113
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	6,381			73,425	1		6,380			—			—			—			—
Change in equity related to redeemable noncontrolling interests	—			—	—		—			—			—			—			(4,590		)
Parent cash dividends declared (see Note 9)	(176,665		)	—	—		—			(176,665		)	—			—			—
Foreign currency translation adjustment	(82,886		)	—	—		—			—			(82,886		)	—			(709		)
Change in fair value of derivative instruments	(1,496		)	—	—		—			—			(1,496		)	—			—
Net income (loss)	107,534			—	—		—			107,675			—			(141		)	750
Noncontrolling interests dividends	—			—	—		—			—			—			—			(465		)
Balance, September 30, 2019	$	1,511,849		287,135,194	$	2,871	$	4,287,964		$	(2,433,802	)	$	(346,203	)	$	1,019		$	68,099

Nine Month Period Ended September 30, 2019
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, December 31, 2018	$	1,862,463		286,321,009	$	2,863	$	4,263,348		$	(2,139,493	)	$	(265,664	)	$	1,409		$	70,532
Cumulative-effect adjustment for adoption of ASU 2016-02 (see Note 2.d.)	5,781			—	—		—			5,781			—			—			—
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	26,078			814,185	8		26,070			—			—			—			—
Change in equity related to redeemable noncontrolling interests	(1,454		)	—	—		(1,454		)	—			—			—			(3,136		)
Parent cash dividends declared (see Note 9)	(529,767		)	—	—		—			(529,767		)	—			—			—
Foreign currency translation adjustment	(71,438		)	—	—		—			—			(71,438		)	—			243
Change in fair value of derivative instruments	(9,101		)	—	—		—			—			(9,101		)	—			—
Net income (loss)	229,287			—	—		—			229,677			—			(390		)	1,924
Noncontrolling interests dividends	—			—	—		—			—			—			—			(1,464		)
Balance, September 30, 2019	$	1,511,849		287,135,194	$	2,871	$	4,287,964		$	(2,433,802	)	$	(346,203	)	$	1,019		$	68,099

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

Table of Contents

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Thousands, except Share Data)

(Unaudited)



Three Month Period Ended September 30, 2018
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, June 30, 2018	$	2,035,874		286,099,227	$	2,861	$	4,256,894		$	(2,017,938	)	$	(207,450	)	$	1,507		$	95,340
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	6,742			121,831	1		6,741			—			—			—			—
Change in value of redeemable noncontrolling interests	(2,448		)	—	—		(2,448		)	—			—			—			2,448
Parent cash dividends declared (see Note 9)	(169,186		)	—	—		—			(169,186		)	—			—			—
Foreign currency translation adjustment	(22,791		)	—	—		—			—			(22,790		)	(1		)	(1,978		)
Change in fair value of derivative instruments	1,980			—	—		—			—			1,980			—			—
Net income (loss)	65,853			—	—		—			65,869			—			(16		)	(109		)
Noncontrolling interests dividends	—			—	—		—			—			—			—			(956		)
Balance, September 30, 2018	$	1,916,024		286,221,058	$	2,862	$	4,261,187		$	(2,121,255	)	$	(228,260	)	$	1,490		$	94,745

Nine Month Period Ended September 30, 2018
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, December 31, 2017	$	2,285,134		283,110,183	$	2,831	$	4,164,562		$	(1,779,674	)	$	(103,989	)	$	1,404		$	91,418
Cumulative-effect adjustment for adoption of ASU 2014-09 (see Note 2.c.)	(30,233		)	—	—		—			(30,233		)	—			—			—
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	20,547			662,389	7		20,540			—			—			—			—
Issuance of shares associated with the Over-Allotment Option, net of underwriting discounts and offering expenses (see Note 12 to Notes to Consolidated Financial Statements included in our Annual Report)	76,192			2,175,000	22		76,170			—			—			—			—
Issuance of shares through the At the Market (ATM) Equity Program, net of underwriting discounts and offering expenses (see Note 9)	8,716			273,486	2		8,714			—			—			—			—
Changes in value of redeemable noncontrolling interests	(8,799		)	—	—		(8,799		)	—			—			—			8,799
Parent cash dividends declared (see Note 9)	(507,437		)	—	—		—			(507,437		)	—			—			—
Foreign currency translation adjustment	(128,303		)	—	—		—			—			(128,454		)	151			(3,987		)
Change in fair value of derivative instruments	4,183			—	—		—			—			4,183			—			—
Net income (loss)	196,024			—	—		—			196,089			—			(65		)	550
Noncontrolling interests dividends	—			—	—		—			—			—			—			(2,035		)
Balance, September 30, 2018	$	1,916,024		286,221,058	$	2,862	$	4,261,187		$	(2,121,255	)	$	(228,260	)	$	1,490		$	94,745

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

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IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)



	Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities:
Net income (loss)	$	231,211		$	196,574
Loss (income) from discontinued operations	(104		)	12,427
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	336,485			337,923
Amortization (includes amortization of deferred financing costs and discounts of $12,286 and $11,537 for the nine months ended September 30, 2019 and 2018, respectively)	160,176			148,209
Revenue reduction associated with amortization of customer inducements and above- and below-market leases	10,417			12,430
Stock-based compensation expense	28,140			23,352
Provision (benefit) for deferred income taxes	2,643			(2,699		)
(Gain) loss on disposal/write-down of property, plant and equipment, net (see Note 2.j.)	(17,087		)	(2,064		)
Foreign currency transactions and other, net	(25,283		)	(1,271		)
(Increase) decrease in assets	(24,121		)	(24,247		)
(Decrease) increase in liabilities	(54,332		)	(75,096		)
Cash Flows from Operating Activities - Continuing Operations	648,145			625,538
Cash Flows from Operating Activities - Discontinued Operations	—			(995		)
Cash Flows from Operating Activities	648,145			624,543
Cash Flows from Investing Activities:
Capital expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	(533,614		)	(329,953		)
Cash paid for acquisitions, net of cash acquired	(56,499		)	(1,711,011		)
Acquisition of customer relationships	(42,990		)	(38,829		)
Customer inducements	(7,429		)	(6,212		)
Contract fulfillment costs and third-party commissions	(63,090		)	(18,520		)
Net proceeds from divestments	—			1,019
Investments in joint ventures (see Note 10)	(19,222		)	—
Proceeds from sales of property and equipment and other, net	82,148			713
Cash Flows from Investing Activities - Continuing Operations	(640,696		)	(2,102,793		)
Cash Flows from Investing Activities - Discontinued Operations	5,061			—
Cash Flows from Investing Activities	(635,635		)	(2,102,793		)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	(12,690,691		)	(11,226,171		)
Proceeds from revolving credit facility, term loan facilities and other debt	12,256,276			12,437,017
Net proceeds from sales of senior notes	987,500			—
Debt repayment and equity distribution to noncontrolling interests	(1,464		)	(2,035		)
Parent cash dividends	(528,908		)	(505,403		)
Net proceeds associated with the Over-Allotment Option	—			76,192
Net proceeds associated with the At the Market (ATM) Program	—			8,716
Net (payments) proceeds associated with employee stock-based awards	(2,059		)	(2,800		)
Payment of debt financing and stock issuance costs	(769		)	(15,957		)
Cash Flows from Financing Activities - Continuing Operations	19,885			769,559
Cash Flows from Financing Activities - Discontinued Operations	—			—
Cash Flows from Financing Activities	19,885			769,559
Effect of Exchange Rates on Cash and Cash Equivalents	(11,102		)	(19,332		)
Increase (decrease) in Cash and Cash Equivalents	21,293			(728,023		)
Cash and Cash Equivalents, including Restricted Cash, Beginning of Period	165,485			925,699
Cash and Cash Equivalents, including Restricted Cash, End of Period	$	186,778		$	197,676

Supplemental Information:
Cash Paid for Interest	$	342,139		$	322,986
Cash Paid for Income Taxes, Net	$	54,446		$	49,061
Non-Cash Investing and Financing Activities:
Financing Leases (see Note 2.d.)	$	20,699		$	56,493
Accrued Capital Expenditures	$	78,329		$	60,062
Accrued Purchase Price and Other Holdbacks	$	4,135		$	27,919
Dividends Payable	$	182,859		$	174,136

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

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(1) General

The interim condensed 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") provide storage of physical records and data backup media, information management solutions and enterprise-class colocation and wholesale data center space that help organizations in various locations throughout North America, Europe, Latin America, Asia and Africa. We offer comprehensive records and information management services and data management services, along with the expertise and experience to address complex storage and information management challenges such as rising storage rental costs, legal and regulatory compliance and disaster recovery requirements. We provide secure and reliable data center facilities to protect digital information and ensure the continued operation of our customers’ information technology ("IT") infrastructure, with flexible deployment options, including both colocation and wholesale space.

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States 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 Condensed 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, 2018 included in our Annual Report on Form 10-K filed with the SEC on February 14, 2019 (our "Annual Report").

We have been organized and have operated as a real estate investment trust for United States federal income tax purposes ("REIT") beginning with our taxable year ended December 31, 2014.

On January 10, 2018, we completed the acquisition of IO Data Centers, LLC ("IODC") (the "IODC Transaction"). See Note 4.

On January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASU 2016-02"). See Note 2.d.

(2) Summary of Significant Accounting Policies

This Note 2 to Notes to Condensed Consolidated Financial Statements provides information and disclosure regarding certain of our significant accounting policies and should be read in conjunction with Note 2 to Notes to Consolidated Financial Statements included in our Annual Report, which may provide additional information with regard to the accounting policies set forth herein and other of our significant accounting policies.

a. 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.

At September 30, 2019 and December 31, 2018, we had $8,057 and $15,141, respectively, of restricted cash held by certain financial institutions related to bank guarantees.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

b. Goodwill and Other Intangible Assets and Liabilities

Goodwill

Since December 31, 2018, there have been no changes to our accounting polices related to the accounting for goodwill. As of September 30, 2019 and December 31, 2018, no factors were identified that would alter our October 1, 2018 goodwill impairment analysis.

Our reporting units as of December 31, 2018 are described in detail in Note 2.h. to Notes to Consolidated Financial Statements included in our Annual Report. On March 19, 2019, we divested the business included in our former Consumer Storage reporting unit, which had no goodwill associated with it at December 31, 2018 or at the date of the divestment. See Note 10 for additional information.

The goodwill associated with acquisitions completed during the first nine months of 2019 (which are described in Note 4) has been incorporated into our reporting units as they existed as of December 31, 2018.

The changes in the carrying value of goodwill attributable to each reportable operating segment for the nine months ended September 30, 2019 are as follows:



	North American Records and Information Management Business		North American Data Management Business		Western European Business			Other International Business			Global Data Center Business			Corporate and Other Business			Total Consolidated
Goodwill balance, net of accumulated amortization as of December 31, 2018	$	2,251,795	$	493,491	$	381,806		$	818,223		$	425,956		$	69,759		$	4,441,030
Deductible goodwill acquired during the year	5,109		—		675			10,333			—			—			16,117
Non-deductible goodwill acquired during the year	—		—		5,011			4,638			—			1,904			11,553
Fair value and other adjustments(1)	55		—		(1,012		)	1,321			258			(417		)	205
Currency effects	5,501		1,495		(15,717		)	(32,461		)	(5,182		)	(546		)	(46,910		)
Goodwill balance, net accumulated amortization as of September 30, 2019	$	2,262,460	$	494,986	$	370,763		$	802,054		$	421,032		$	70,700		$	4,421,995
Accumulated Goodwill Impairment Balance as of December 31, 2018	$	85,909	$	—	$	46,500		$	—		$	—		$	3,011		$	135,420
Accumulated Goodwill Impairment Balance as of September 30, 2019	$	85,909	$	—	$	46,500		$	—		$	—		$	3,011		$	135,420

_______________________________________________________________________________


(1)	Total fair value and other adjustments primarily include $867 in net adjustments related to property, plant and equipment, customer relationships and data center lease-based intangible assets and deferred income taxes and other liabilities offset by $662 of net cash received related to certain acquisitions completed in 2018.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Finite-lived Intangible Assets and Liabilities

Finite-lived intangible assets and liabilities are primarily comprised of customer relationship intangible assets, customer inducements and data center intangible assets and liabilities (which include data center in-place lease intangible assets, data center tenant relationship intangible assets, data center above-market in-place lease intangible assets and data center below-market in-place lease intangible assets). Since December 31, 2018, there have been no changes to our accounting policies related to the accounting for any of our finite-lived intangible assets and liabilities as disclosed in Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report.

The gross carrying amount and accumulated amortization of our finite-lived intangible assets as of September 30, 2019 and December 31, 2018 are as follows:



	September 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Assets:
Customer relationship intangible assets	$	1,747,535	$	(529,164	)	$	1,218,371	$	1,718,919	$	(455,705	)	$	1,263,214
Customer inducements	53,097		(30,298		)	22,799		56,478		(34,181		)	22,297
Data center lease-based intangible assets(1)	264,382		(90,265		)	174,117		271,818		(50,807		)	221,011
Third-party commissions asset(2)	31,708		(3,001		)	28,707		30,071		(1,089		)	28,982
	$	2,096,722	$	(652,728	)	$	1,443,994	$	2,077,286	$	(541,782	)	$	1,535,504
Liabilities:
Data center below-market leases	$	12,720	$	(3,424	)	$	9,296	$	12,318	$	(1,642	)	$	10,676

_______________________________________________________________________________


(1)	Includes data center in-place lease intangible assets, data center tenant relationship intangible assets and data center above-market in-place lease intangible assets.

(2)

Third-party commissions asset is included in Other, a component of Other assets, net in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018. The third-party commissions asset is primarily comprised of additional payments associated with the execution of future customer contracts through the one-year anniversary of the acquisition of IODC, as described in Note 4.

Other finite-lived intangible assets, including trade names, noncompetition agreements and trademarks, are capitalized and amortized and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018. The other finite-lived intangible assets as of September 30, 2019 and December 31, 2018 are as follows:



	September 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Other finite-lived intangible assets (included in Other, a component of Other assets, net)	$	19,842	$	(17,385	)	$	2,457	$	20,310	$	(14,798	)	$	5,512

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Amortization expense associated with finite-lived intangible assets, revenue reduction associated with the amortization of customer inducements and net revenue reduction associated with the amortization of data center above-market leases and data center below-market leases for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Amortization expense included in depreciation and amortization associated with:
Customer relationship and customer inducement intangible assets	$	29,064	$	26,782	$	85,228	$	84,401
Data center in-place leases and tenant relationships	11,356		12,036		35,337		30,437
Third-party commissions asset and other finite-lived intangible assets	2,515		642		5,456		3,486
Revenue reduction associated with amortization of:
Customer inducements	$	2,303	$	3,229	$	7,641	$	8,782
Data center above-market leases and data center below-market leases	936		1,276		2,776		3,648

c. Revenues

Since December 31, 2018, there have been no changes to our accounting policies related to the accounting for revenues as disclosed in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.

The costs of the initial intake of customer records into physical storage ("Intake Costs") and capitalized commissions asset (collectively, "Contract Fulfillment Costs") as of September 30, 2019 and December 31, 2018 are as follows:



		September 30, 2019							December 31, 2018
Description	Location in Balance Sheet	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intake Costs asset	Other (within Other Assets, Net)	$	37,938	$	(20,974	)	$	16,964	$	39,748	$	(24,504	)	$	15,244
Capitalized commissions asset	Other (within Other Assets, Net)	56,585		(21,933		)	34,652		58,424		(34,637		)	23,787

Amortization expense associated with the Intake Costs asset and capitalized commissions asset for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Intake Costs asset	$	2,250	$	2,294	$	7,764	$	7,915
Capitalized commissions asset	4,224		3,053		14,105		10,433

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Deferred revenue liabilities are reflected as follows in our Condensed Consolidated Balance Sheets:



Description	Location in Balance Sheet	September 30, 2019		December 31, 2018
Deferred revenue - Current	Deferred revenue	$	257,328	$	264,823
Deferred revenue - Long-term	Other Long-term Liabilities	26,572		26,401

Data Center Lessor Considerations

Our data center business features storage rental provided to customers at contractually specified rates over a fixed contractual period. Prior to January 1, 2019, our data center revenue contracts were accounted for in accordance with Accounting Standards Codification (“ASC”) No. 840, Leases ("ASC 840"). On January 1, 2019, we adopted ASU 2016-02, as described in more detail in Note 2.d. Beginning on January 1, 2019, our data center revenue contracts are accounted for in accordance with ASU 2016-02. ASU 2016-02 provides a practical expedient which allows lessors to account for nonlease components (such as power and connectivity, in the case of our data center business) with the related lease component if both the timing and pattern of transfer are the same for nonlease components and the lease component, and the lease component would be classified as an operating lease. The single combined component is accounted for under ASU 2016-02 if the lease component is the predominant component and is accounted for under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), if the nonlease components are the predominant components. We have elected to take this practical expedient. Storage rental revenue associated with our data center business was approximately $62,000 and $182,300 for the three and nine months ended September 30, 2019, respectively, which includes approximately $12,000 and $31,000 of revenue associated with power and connectivity for the three and nine months ended September 30, 2019, respectively. The revenue related to the service component of our data center business remains unchanged from the adoption of ASU 2016-02 and is recognized in the period the related services are provided. Our accounting treatment for data center revenue was not significantly impacted by the adoption of ASU 2016-02.

The future minimum lease payments we expect to receive under non-cancellable data center operating leases, for which we are the lessor, excluding month to month leases, for the next five years are as follows:



Year	Future minimum lease payments
2019 (excluding the nine months ended September 30, 2019)	$	58,381
2020	177,528
2021	118,980
2022	83,677
2023	67,569

d. Leases

We lease facilities for certain warehouses, data centers and office space. We also have land leases, including those on which certain facilities are located. The majority of our leased facilities are classified as operating leases that, on average, have initial lease terms of five to 10 years, with one or more lease renewal options to extend the lease term. Our lease renewal option terms generally range from one to five years. The exercise of the lease renewal option is at our sole discretion and may contain fixed rent, fair market value based rent or Consumer Price Index rent escalation clauses. We include option periods in the lease term when our failure to renew the lease would result in an economic disincentive, thereby making it reasonably certain that we will renew the lease. We recognize straight line rental expense over the life of the lease and any fair market value or Consumer Price Index rent escalations are recognized as variable lease expense in the period in which the obligation is incurred. In addition, we lease certain vehicles and equipment. Vehicle and equipment leases have lease terms ranging from one to seven years.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases, both operating and financing (formerly referred to as capital leases under ASC 840). ASU 2016-02 requires certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases.

We adopted ASU 2016-02 on January 1, 2019 on a modified retrospective basis under which we recognized and measured leases existing at, or entered into after, the beginning of the period of adoption. Therefore, we applied ASC 840 to all earlier comparative periods (prior to the adoption of ASU 2016-02), including disclosures, and recognized the effects of applying ASU 2016-02 as a cumulative-effect adjustment to (Distributions in excess of earnings) Earnings in excess of distributions as of January 1, 2019, the effective date of the standard. As such, the comparative Condensed Consolidated Balance Sheet as of December 31, 2018 has not been restated to reflect the adoption of ASU 2016-02. Accordingly, the majority of the amount presented as deferred rent liabilities on our Consolidated Balance Sheet as of December 31, 2018 is now included in the calculation of operating lease right-of-use assets and any remaining amounts are now classified within other liability line items on our Condensed Consolidated Balance Sheet as of September 30, 2019. The transition guidance associated with ASU 2016-02 also permitted certain practical expedients. We elected the "package of 3" practical expedients permitted under the transition guidance which, among other things, allowed us to carryforward our historical lease classifications. We also adopted an accounting policy which provides that leases with an initial term of 12 months or less will not be included within the lease right-of-use assets and lease liabilities recognized on our Condensed Consolidated Balance Sheets after the adoption of ASU 2016-02. We will continue to recognize the lease payments for those leases with an initial term of 12 months or less in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term.

The lease right-of-use assets and related lease liabilities are classified as either operating or financing. Lease right-of-use assets are calculated as the net present value of future payments plus any capitalized initial direct costs less any tenant improvements or lease incentives. Lease liabilities are calculated as the net present value of future payments. In calculating the present value of the lease payments, we will utilize the rate stated within the lease (in the limited circumstances when such rate is available) or, if no rate is explicitly stated, we have elected to utilize a rate that reflects our securitized incremental borrowing rate by geography for the lease term. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements ("ASU 2018-11"). ASU 2018-11 provides a practical expedient which allows lessees to account for nonlease components (which include common area maintenance, taxes, and insurance) with the related lease component. Any variable nonlease components are not included within the lease right-of-use asset and lease liability on the Condensed Consolidated Balance Sheets, and instead, are reflected as an expense in the period incurred. We have elected to take this practical expedient upon adoption of ASU 2016-02.

At January 1, 2019, we recognized the cumulative effect of initially applying ASU 2016-02 as an adjustment to the opening balance of (Distributions in excess of earnings) Earnings in excess of distributions, resulting in an increase of approximately $5,800 to stockholders' equity due to certain build to suit leases that were accounted for as financing leases under ASC 840, Leases, but are accounted for as operating leases under ASU 2016-02 at January 1, 2019.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Operating and financing lease right-of-use assets and lease liabilities as of September 30, 2019 and January 1, 2019 (date of adoption of ASU 2016-02) are as follows:



Description	Location in Balance Sheet	September 30, 2019		January 1, 2019 (Date of Adoption of ASU 2016-02)
Assets:
Operating lease right-of-use assets(1)	Operating lease right-of-use assets	$	1,765,496	$	1,825,721
Financing lease right-of-use assets, net of accumulated depreciation(2)	Property, Plant and Equipment, Net	327,264		361,078
Total		$	2,092,760	$	2,186,799
Liabilities:
Current
Operating lease liabilities	Accrued expenses and other current liabilities	$	216,176	$	209,911
Financing lease liabilities	Current portion of long-term debt	47,112		50,437
Total current lease liabilities		263,288		260,348
Long-term
Operating lease liabilities	Long-term Operating Lease Liabilities, net of current portion	1,626,907		1,685,771
Financing lease liabilities	Long-term Debt, net of current portion	318,986		350,263
Total long-term lease liabilities		1,945,893		2,036,034
Total		$	2,209,181	$	2,296,382

______________________________________________________________

(1) At September 30, 2019, these assets are comprised of approximately 98% real estate related assets (which include land, buildings and racking) and 2% non-real estate related assets (which include warehouse equipment, vehicles, furniture and fixtures and computer hardware and software).

(2) At September 30, 2019, these assets are comprised of approximately 64% real estate related assets and 36% non-real estate related assets.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

The components of the lease expense for the three and nine months ended September 30, 2019 are as follows:



Description	Location in Statement of Operations	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost(1)	Cost of sales and Selling, general and administrative	$	114,727	$	343,282
Financing lease cost:
Depreciation of financing lease right-of-use assets	Depreciation and amortization	$	14,679	$	45,950
Interest expense for financing lease liabilities	Interest Expense, Net	4,905		15,972
Total financing lease cost		$	19,584	$	61,922

______________________________________________________________

(1) Of the $114,727 incurred for the three months ended September 30, 2019, $111,423 is included within Cost of sales and $3,304 is included within Selling, general and administrative expenses. Of the $343,282 incurred for the nine months ended September 30, 2019, $333,742 is included within Cost of sales and $9,540 is included within Selling, general and administrative expenses. Operating lease cost includes variable lease costs of $26,121 and $78,712 for the three and nine months ended September 30, 2019, respectively.

We sublease certain real estate to third parties. We recognized sublease income of $1,667 and $5,221 for the three and nine months ended September 30, 2019, respectively.

Weighted average remaining lease terms and discount rates as of September 30, 2019 are as follows:



	Remaining Lease Term
Operating leases	11.0 Years
Financing leases	11.0 Years
	Discount Rate
Operating leases	7.1	%
Financing leases	5.6	%

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

The estimated minimum future lease payments as of September 30, 2019, are as follows:



Year	Operating Leases(1)			Sublease Income			Financing Leases(1)
2019 (excluding the nine months ended September 30, 2019)	$	87,009		$	(1,646	)	$	32,386
2020	323,448			(7,520		)	57,887
2021	298,656			(5,185		)	52,685
2022	274,021			(4,905		)	46,358
2023	248,066			(4,795		)	38,695
Thereafter	1,505,195			(10,673		)	292,903
Total minimum lease payments	2,736,395			$	(34,724	)	520,914
Less amounts representing interest or imputed interest	(893,312		)				(154,816		)
Present value of lease obligations	$	1,843,083					$	366,098

The estimated minimum future lease payments as of December 31, 2018 are as follows:



Year	Operating Leases(1)		Sublease Income			Financing Leases(1)(2)
2019	$	323,454	$	(7,525	)	$	80,513
2020	293,276		(7,200		)	71,335
2021	267,379		(7,063		)	61,269
2022	246,128		(6,694		)	52,832
2023	221,808		(6,409		)	44,722
Thereafter	1,287,807		(6,279		)	377,750
Total minimum lease payments	$	2,639,852	$	(41,170	)	688,421
Less amounts representing interest						(241,248		)
Present value of lease obligations						$	447,173

_______________________________________________________________________________

(1)

Estimated minimum future lease payments exclude variable common area maintenance charges, insurance and taxes. Differences in estimated lease payments between September 30, 2019 and December 31, 2018 are primarily related to adjustments to account for certain build to suit leases that were accounted for as financing obligations under ASC 840 but are accounted for as operating leases under ASU 2016-02 and foreign currency exchange rate impacts.


(2)	Includes capital lease and financing obligations associated with build to suit lease transactions at December 31, 2018.

As of September 30, 2019, we do not have any material operating or financing leases that are signed but have not yet commenced and we have certain leases with related parties which are not material to our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Other information: Supplemental cash flow information relating to our leases for the nine months ended September 30, 2019 is as follows:



Cash paid for amounts included in measurement of lease liabilities:	Nine Months Ended September 30, 2019
Operating cash flows used in operating leases	$	252,277
Operating cash flows used in financing leases (interest)	15,972
Financing cash flows used in financing leases	44,808
Non-cash items:
Operating lease modifications and reassessments	$	42,418
New operating leases (including acquisitions)	117,193
New financing leases, modifications and reassessments	20,699

e. Stock-Based Compensation

We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan (together, "Employee Stock-Based Awards"). There have been no significant changes to our accounting policies, assumptions and valuation methodologies related to the accounting for our Employee Stock-Based Awards as disclosed in Note 2.n. to Notes to Consolidated Financial Statements included in our Annual Report.

For our Employee Stock-Based Awards made on or after February 20, 2019, we have included the following retirement provision: Upon an employee’s retirement on or after attaining age 58, if the sum of (i) the award recipient’s age at retirement and (ii) the award recipient’s years of service with the company totals at least 70, the award recipient is entitled to continued vesting of any outstanding Employee Stock-Based Awards which include the 2019 Retirement Criteria subsequent to their retirement, provided that, for awards granted in the year of retirement, their retirement occurs on or after July 1^st (the “2019 Retirement Criteria”). Accordingly, (i) grants of Employee Stock-Based Awards to an employee who has met the 2019 Retirement Criteria on or before the date of grant, or will meet the Retirement Criteria before July 1^st of the year of the grant, will be expensed between the date of grant and July 1^st of the grant year and (ii) grants of Employee Stock-Based Awards to employees who will meet the 2019 Retirement Criteria during the award’s normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the 2019 Retirement Criteria. Stock options and RSUs granted to recipients who meet the 2019 Retirement Criteria will continue vesting on the original vesting schedule, and the stock options will remain exercisable up to three years after retirement, or the original expiration date of the stock options, if earlier. PUs granted to recipients who meet the 2019 Retirement Criteria will continue to vest and be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions.

Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2019 was $7,120 ($6,632 after tax or $0.02 per basic and diluted share) and $28,140 ($26,216 after tax or $0.09 per basic and diluted share), respectively, and for the three and nine months ended September 30, 2018 was $7,279 ($6,734 after tax or $0.02 per basic and diluted share) and $23,352 ($21,599 after tax or $0.08 per basic and diluted share), respectively. The substantial majority of the stock-based compensation expense for Employee Stock-Based Awards is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of September 30, 2019, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $50,152 and is expected to be recognized over a weighted-average period of 1.9 years.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Stock Options

A summary of stock option activity for the nine months ended September 30, 2019 is as follows:



	Stock Options
Outstanding at December 31, 2018	4,271,834
Granted	920,706
Exercised	(236,704	)
Forfeited	(13,542	)
Expired	(16,715	)
Outstanding at September 30, 2019	4,925,579
Options exercisable at September 30, 2019	3,128,621
Options expected to vest	1,716,446

Restricted Stock Units

The fair value of RSUs vested during the three and nine months ended September 30, 2019 and 2018 is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Fair value of RSUs vested	$	3,092	$	3,189	$	20,802	$	19,195

A summary of RSU activity for the nine months ended September 30, 2019 is as follows:



	RSUs
Non-vested at December 31, 2018	1,196,566
Granted	752,555
Vested	(611,828	)
Forfeited	(81,437	)
Non-vested at September 30, 2019	1,255,856

Performance Units

The fair value of earned PUs that vested during the three and nine months ended September 30, 2019 and 2018 is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Fair value of earned PUs that vested	$	1,176	$	84	$	7,679	$	3,117

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

A summary of PU activity for the nine months ended September 30, 2019 is as follows:



	Original PU Awards		PU Adjustment(1)		Total PU Awards
Non-vested at December 31, 2018	967,049		(299,948	)	667,101
Granted	380,856		—		380,856
Vested	(202,141	)	—		(202,141	)
Forfeited/Performance or Market Conditions Not Achieved	(13,898	)	(14,850	)	(28,748	)
Non-vested at September 30, 2019	1,131,866		(314,798	)	817,068

_______________________________________________________________________________


(1)	Represents an increase or decrease in the number of original PUs awarded based on either the final performance criteria or market condition achievement at the end of the performance period of such PUs.

As of September 30, 2019, we expected 100%, 50% and 100% achievement of each of the predefined revenue, return on invested capital and Adjusted EBITDA (as defined in Note 7) targets associated with the awards of PUs made in 2019, 2018 and 2017, respectively.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

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 stock options, RSUs or PUs) that were outstanding during the period, unless the effect is antidilutive.

The calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
Income (loss) from continuing operations	$	108,284	$	77,349		$	231,107	$	209,001
Less: Net income (loss) attributable to noncontrolling interests	609		(125		)	1,534		485
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)	$	107,675	$	77,474		$	229,573	$	208,516
(Loss) income from discontinued operations, net of tax	$	—	$	(11,605	)	$	104	$	(12,427	)
Net income (loss) attributable to Iron Mountain Incorporated	$	107,675	$	65,869		$	229,677	$	196,089

Weighted-average shares—basic	287,152,000		286,159,000			286,869,000		285,801,000
Effect of dilutive potential stock options	93,752		264,451			157,928		250,574
Effect of dilutive potential RSUs and PUs	445,081		558,891			528,387		463,583
Weighted-average shares—diluted	287,690,833		286,982,342			287,555,315		286,515,157

Earnings (losses) per share—basic:
Income (loss) from continuing operations	$	0.37	$	0.27		$	0.80	$	0.73
(Loss) income from discontinued operations, net of tax	—		(0.04		)	—		(0.04		)
Net income (loss) attributable to Iron Mountain Incorporated(1)	$	0.37	$	0.23		$	0.80	$	0.69

Earnings (losses) per share—diluted:
Income (loss) from continuing operations	$	0.37	$	0.27		$	0.80	$	0.73
(Loss) income from discontinued operations, net of tax	—		(0.04		)	—		(0.04		)
Net income (loss) attributable to Iron Mountain Incorporated(1)	$	0.37	$	0.23		$	0.80	$	0.68

Antidilutive stock options, RSUs and PUs, excluded from the calculation	4,782,661		3,253,975			4,590,645		3,256,206

_______________________________________________________________________________

(1) Columns may not foot due to rounding.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

g. Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our estimate of the effective tax rates for the years ending December 31, 2019 and 2018 reflect the impact of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Legislation”). See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the impact the Tax Reform Legislation had on us. 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 between our qualified REIT subsidiaries ("QRSs") and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.

Our effective tax rates for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019(1)		2018(1)		2019(1)		2018(2)
Effective Tax Rate	16.8	%	15.3	%	15.7	%	16.0	%

_______________________________________________________________________________

(1)

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2019 and for the three months ended September 30, 2018 were the benefit derived from the dividends paid deduction and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.

(2)

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the nine months ended September 30, 2018 were the benefit derived from the dividends paid deduction, a discrete tax benefit of approximately $14,000 associated with the resolution of a tax matter and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.

h. Fair Value Measurements

Our financial assets or liabilities that are carried at fair value 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.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

The assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2019 and December 31, 2018, respectively, are as follows:



			Fair Value Measurements at September 30, 2019 Using
Description	Total Carrying Value at September 30, 2019		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	30,123	$	—		$	30,123		$	—
Trading Securities	9,996		9,540		(2)	456		(3)	—
Derivative Assets(4)	1,972		—			1,972			—
Derivative Liabilities(4)	12,046		—			12,046			—



			Fair Value Measurements at December 31, 2018 Using
Description	Total Carrying Value at December 31, 2018		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Time Deposits(1)	$	956	$	—		$	956		$	—
Trading Securities	10,753		10,248		(2)	505		(3)	—
Derivative Assets(4)	93		—			93			—
Derivative Liabilities(4)	973		—			973			—

_______________________________________________________________________________


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


(2)	Certain trading securities are measured at fair value using quoted market prices.


(3)	Certain trading securities are measured based on inputs that are observable other than quoted market prices.

(4)

Derivative assets and liabilities include (i) interest rate swap agreements, including forward-starting interest rate swap agreements, to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness, (ii) cross-currency swap agreements to hedge the variability of exchange rates impacts between the United States dollar and the Euro and certain of our Euro denominated subsidiaries and (iii) short-term (six months or less) foreign exchange currency forward contracts that we have entered into to hedge certain of our foreign exchange intercompany exposures. Our derivative financial instruments are measured using industry standard valuation models using market-based observable inputs, including interest rate curves, forward and spot prices for currencies and implied volatilities. Credit risk is also factored into the determination of the fair value of our derivative financial instruments. See Note 3 for additional information on our derivative financial instruments.

Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. There were no material items that are measured at fair value on a non-recurring basis at September 30, 2019 and December 31, 2018, other than those disclosed in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report, those acquired in acquisitions that occurred during the nine months ended September 30, 2019 and our initial investment in Makespace LLC (as disclosed in Note 10), all of which are based on Level 3 inputs.

The fair value of our long-term debt, which was determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note 5. Long-term debt is measured at cost in our Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

i. Accumulated Other Comprehensive Items, Net

The changes in accumulated other comprehensive items, net for the three and nine months ended September 30, 2019, respectively, are as follows:



	Three Months Ended September 30, 2019									Nine Months Ended September 30, 2019
	Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total			Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total
Beginning of Period	$	(253,243	)	$	(8,578	)	$	(261,821	)	$	(264,691	)	$	(973	)	$	(265,664	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(82,886		)	—			(82,886		)	(71,438		)	—			(71,438		)
Change in fair value of derivative instruments	—			(1,496		)	(1,496		)	—			(9,101		)	(9,101		)
Total other comprehensive (loss) income	(82,886		)	(1,496		)	(84,382		)	(71,438		)	(9,101		)	(80,539		)
End of Period	$	(336,129	)	$	(10,074	)	$	(346,203	)	$	(336,129	)	$	(10,074	)	$	(346,203	)

The changes in accumulated other comprehensive items, net for the three and nine months ended September 30, 2018, respectively, are as follows:



	Three Months Ended September 30, 2018								Nine Months Ended September 30, 2018
	Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments		Total			Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments		Total
Beginning of Period	$	(209,653	)	$	2,203	$	(207,450	)	$	(103,989	)	$	—	$	(103,989	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(22,790		)	—		(22,790		)	(128,454		)	—		(128,454		)
Change in fair value of derivative instruments	—			1,980		1,980			—			4,183		4,183
Total other comprehensive (loss) income	(22,790		)	1,980		(20,810		)	(128,454		)	4,183		(124,271		)
End of Period	$	(232,443	)	$	4,183	$	(228,260	)	$	(232,443	)	$	4,183	$	(228,260	)

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

j. Gain on Disposal/Write-Down of Property, Plant and Equipment, Net

Consolidated gain on disposal/write-down of property, plant and equipment, net, for the three and nine months ended September 30, 2019 was approximately $9,300 and $17,100, respectively.

During the second quarter of 2019, we began exploring strategic options regarding how to maintain and support the infrastructure of select offerings within our Iron Mountain Iron Cloud (“Iron Cloud”) portfolio. As a result, during the second quarter of 2019, we performed a long-lived asset impairment analysis on the assets associated with these select offerings and concluded that the associated carrying value of the long-lived assets (which consisted entirely of property, plant and equipment) was not recoverable based upon the underlying cash flows associated with these select offerings. On September 30, 2019, we entered into an agreement (the “Iron Cloud Outsourcing Agreement”) with a wholesale provider of data infrastructure and data management services to outsource the operation, infrastructure management and maintenance and delivery of select offerings within our Iron Cloud portfolio. In conjunction with the entry into the Iron Cloud Outsourcing Agreement, we also sold certain IT infrastructure assets and the rights to certain hardware and software maintenance contracts used to deliver these Iron Cloud offerings. As a result of our long-lived asset impairment analysis and sale of certain IT infrastructure assets and rights to certain hardware and software maintenance contracts, we recognized an impairment charge and a loss on sale of the assets totaling approximately $800 and $24,800 during the three and nine months ended September 30, 2019, respectively.

The gain for the nine months ended September 30, 2019 consisted primarily of gains associated with (i) a sale-leaseback transaction of five facilities in the United States of approximately $9,800 during the third quarter of 2019 and (ii) the sale of certain land and buildings in the United Kingdom of approximately $36,000 during the second quarter of 2019. These gains were partially offset by losses primarily associated with (i) the impairment charge on the assets associated with the select offerings within our Iron Cloud portfolio, as described above, and (ii) the write-down of certain property, plant and equipment in our North American Records and Information Management Business of approximately $3,100.

k. Other (Income) Expense, Net

Other (income) expense, net for the three and nine months ended September 30, 2019 and 2018 consists of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Foreign currency transaction (gains) losses, net	$	(18,251	)	$	664		$	(19,885	)	$	3,825
Other, net	4,836			(339		)	6,488			(2,405		)
Other (Income) Expense, Net	$	(13,415	)	$	325		$	(13,397	)	$	1,420

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, include gains or losses related to (i) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined in Note 5), (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, and (iv) amounts that are paid or received on the net settlement amount from forward contracts (as more fully discussed in Note 3).

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

l. New Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ("ASU 2018-15"). ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. We adopted ASU 2018-15 on January 1, 2019. ASU 2018-15 did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02. We adopted ASU 2016-02 on January 1, 2019 on a modified retrospective basis. See Note 2.d. for information regarding the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

m. Correction in Presentation

Subsequent to our conversion to a REIT, we have historically classified gains on sale of real estate, net of tax, as a separate line on our consolidated statements of operations and excluded such amounts from our reported operating income. We presented such amounts net of tax as these gains were presented below the provision (benefit) for income taxes on our consolidated statements of operations. Commencing with the first quarter of 2019, we now present gains on sale of real estate as a component of operating income in the line item (Gain) loss on disposal/write-down of property, plant and equipment, net. See Note 2.j. for details of the (gain) loss on disposal/write-down of property, plant and equipment, net recognized during the three and nine months ended September 30, 2019. Such amounts are presented gross of tax with any tax impact presented within Provision (benefit) for income taxes. All prior periods will be conformed to this presentation. During the third quarter of 2018, we recognized approximately $1,300 of gains on sale of real estate, net of tax. During the fourth quarter of 2018, we recognized approximately $54,000 of gains on sale of real estate, net of tax.

n. Immaterial Restatement

In June 2019, we received a notification of assessment from tax and customs authorities in the Netherlands related to a value-added tax (“VAT”) liability of approximately 16,800 Euros primarily related to the years ending December 31, 2018 and 2017. We have established a reserve for this matter based upon our estimate of the amount of loss that is both probable and estimable, inclusive of interest and penalties. See Note 8 for additional information on this matter.

This matter relates to periods prior to January 1, 2019, resulting in (i) an understatement of our prior years' reported selling, general and administrative expense and interest expense and (ii) an overstatement of our prior years’ reported provision for income taxes for the related tax impact. Based on our estimate of the amount of loss related to this matter that is both probable and estimable, we believe selling, general and administrative expenses and interest expense were understated by approximately $11,000 and $400, respectively, and the provision for income taxes was overstated by approximately $2,000 for the year ended December 31, 2018, which, in the aggregate, would reduce net income from continuing operations by approximately $9,400 for the year ended December 31, 2018. Based on our estimate of the amount of loss related to this matter that is both probable and estimable, we believe the selling, general and administrative expenses and interest expense were understated by approximately $16,600 and $100, respectively, and the provision for income taxes was overstated by approximately $3,000 for the year ended December 31, 2017, which, in the aggregate, would reduce net income from continuing operations by approximately $13,700 for the year ended December 31, 2017. We have determined that no prior period financial statement was materially misstated as a result of the previously unrecorded reserves related to this matter. As a result, we have restated ending (Distributions in excess of earnings) Earnings in excess of distributions as of December 31, 2018 in the amount of approximately $23,100 for the cumulative impact of the aforementioned items. There was no material impact to the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019, as a result of this matter.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

Additionally, we have restated our 2018 Condensed Consolidated Balance Sheet, and each of our Condensed Consolidated Statements of Operations, our Condensed Consolidated Statements of Comprehensive Income (Loss), our Condensed Consolidated Statements of Equity and the related notes for the three and nine months ended September 30, 2018 to reflect the impact of the reserve we have established for this matter in those periods. There was no change to the following lines of the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2018: (1) cash flows from operating activities, (2) cash flows from investing activities and (3) cash flows from financing activities.

The following table sets forth the effect of the immaterial restatement to certain line items of our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018:



	Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018
Selling, general and administrative	$	1,459		$	10,798
Total Operating Expenses	$	1,459		$	10,798
Operating Income (Loss)	$	(1,459	)	$	(10,798	)
Interest Expense, Net	$	97		$	262
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$	(1,556	)	$	(11,060	)
Provision (Benefit) for Income Taxes	$	(277	)	$	(1,916	)
Income (Loss) from Continuing Operations	$	(1,279	)	$	(9,144	)
Net Income (Loss)	$	(1,279	)	$	(9,144	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	(1,279	)	$	(9,144	)
Earnings (Losses) per Share - Basic:
Income (Loss) from Continuing Operations	$	(0.01	)	$	(0.03	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	—		$	(0.03	)
Earnings (Losses) per Share - Diluted:
Income (Loss) from Continuing Operations	$	—		$	(0.03	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	—		$	(0.04	)

The following table sets forth the effect of the immaterial restatement to certain line items of our Consolidated Balance Sheet as of December 31, 2018:



	December 31, 2018
Total Other Assets, Net	$	4,971
Total Assets	$	4,971
Accrued expenses and other current liabilities	$	28,097
Total Current Liabilities	$	28,097
(Distribution in excess of earnings) Earnings in excess of distributions	$	(23,126	)
Total Iron Mountain Incorporated Stockholders' Equity	$	(23,126	)

The immaterial restatement changed (Distribution in excess of earnings) Earnings in excess of distributions disclosed in our Condensed Consolidated Statements of Equity for the periods ended September 30, 2018, June 30, 2018 and December 31, 2017 by $(22,852), $(21,573) and $(13,708), respectively.

Prospectively, we will process an immaterial restatement of our consolidated financial statements for the quarterly period ended December 31, 2018, as well as for the annual periods ended December 31, 2018 and 2017, when those statements are reproduced on a comparative basis in our Annual Report on Form 10-K for the year ending December 31, 2019.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities

Derivative instruments we entered into include: (i) interest rate swap agreements (which are designated as cash flow hedges), (ii) cross-currency swap agreements (which are designated as net investment hedges) and (iii) foreign exchange currency forward contracts (which are not designated as hedges).

Interest Rate Swap Agreements Designated as Cash Flow Hedges

In March 2018, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. As of September 30, 2019 and December 31, 2018, we had $350,000 in notional value of interest rate swap agreements outstanding, which expire in March 2022. Under the interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month LIBOR, in exchange for the payment of fixed interest rate payments (at the fixed interest rate specified in the interest rate swap agreements).

In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness once our current interest rate swap agreements expire in March 2022. The forward-starting interest rate swap agreements have $350,000 in notional value, commence in March 2022 and expire in March 2024. Under the swap agreements we will receive variable rate interest payments based upon one-month LIBOR, in exchange for the payment of fixed interest rate payments at the rates specified in the interest rate swap agreements.

We have designated these interest rate swap agreements, including the forward-starting interest rate swap agreements, as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. At September 30, 2019 and December 31, 2018, we had a derivative liability of $12,046 and $973, respectively, which was recorded as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheets. We have recorded the change in fair value of the interest rate swap agreements as a component of accumulated other comprehensive income. We have recorded unrealized losses of $3,468 and $11,073 for the three and nine months ended September 30, 2019, respectively. We have recorded unrealized gains of $1,980 and $4,183 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2019, cumulative net losses of $12,046 are recorded within accumulated other comprehensive items, net associated with these cash flow hedges.

Net Investment Hedges

a. Cross-Currency Swap Agreements Designated as a Hedge of Net Investment

In August 2019, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements we notionally exchanged approximately $110,000 at an interest rate of 6.0% for approximately 99,055 Euros at a weighted average interest rate of approximately 3.65%. The cross-currency swap agreements, which expire in August 2023, are designated as a hedge of net investment against certain of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity. The cross-currency swaps are marked to market at each reporting period and any changes in fair value are recognized as a component of accumulated other comprehensive income. Unrealized gains are recognized as assets while unrecognized losses are recognized as liabilities. At September 30, 2019, we had a derivative asset of $1,972, which was recorded as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheet, which represents the fair value of the cross-currency swap agreements. We have recorded unrealized gains of $1,972 for the three and nine months ended September 30, 2019.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities (Continued)

b. Euro Notes Designated as a Hedge of Net Investment

In addition, we have designated a portion of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2019, we designated, on average, 279,821 Euros of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2018, we designated, on average, 209,276 Euros of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded foreign exchange gains (losses) of $13,101 and $14,962 for the three and nine months ended September 30, 2019, respectively, and $2,139 and $6,761 for the three and nine months ended September 30, 2018, respectively, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net. As of September 30, 2019, cumulative net gains of $29,220, net of tax, are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

Foreign Exchange Currency Forward Contracts Not Designated as Hedges

We have entered into forward contracts to hedge our exposures associated with certain foreign currencies. We have not designated any of these forward contracts as hedges. Our policy is to record the fair value of each derivative instrument on a gross basis. As of September 30, 2019, we had no outstanding forward contracts. As of December 31, 2018, we had outstanding forward contracts to purchase 29,000 Euros and sell $33,374 United States dollars. At December 31, 2018, we had a derivative asset of $93 which was recorded as a component of Prepaid expenses and other in our Condensed Consolidated Balance Sheet. We recorded losses for our derivative instruments not recognized as hedging instruments for the three and nine months ended September 30, 2019 of $0 and $737, respectively. We recorded losses for our derivative instruments not recognized as hedging instruments for the three and nine months ended September 30, 2018 of $616 and $4,172, respectively. The gains and losses for our derivative instruments not recognized as derivative instruments are included as a component of foreign currency transaction (gains) losses, net within Other (income) expense, net in our Condensed Consolidated Statement of Operations.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(4) Acquisitions

We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired are recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates.

Acquisitions Completed During the Nine Months Ended September 30, 2019

During the nine months ended September 30, 2019, in order to enhance our existing operations in the United States, the United Kingdom, Switzerland, Thailand, Colombia, Germany, Hong Kong and Latvia and to expand our operations into Bulgaria, we completed the acquisition of nine storage and records management companies and one art storage company for total cash consideration of approximately $49,200.

Purchase Price Allocation

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2019 acquisitions through September 30, 2019 is as follows:



	Nine Months Ended September 30, 2019
Cash Paid (gross of cash acquired)(1)	$	51,456
Purchase Price Holdbacks and Other	4,135
Total Consideration	55,591
Fair Value of Identifiable Assets Acquired:
Cash	2,224
Accounts Receivable, Prepaid Expenses and Other Assets	3,228
Property, Plant and Equipment(2)	5,320
Customer Relationship Intangible Assets	21,584
Operating Lease Right-of-Use Assets	16,956
Accounts Payable, Accrued Expenses and Other Liabilities	(2,716		)
Operating Lease Liabilities	(16,956		)
Deferred Income Taxes	(1,719		)
Total Fair Value of Identifiable Net Assets Acquired	27,921
Goodwill Initially Recorded(3)	$	27,670

_______________________________________________________________________________


(1)	Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2019 is net cash acquired of $2,224 and contingent and other payments, net of $7,267 related to acquisitions made in previous years.


(2)	Consists primarily of leasehold improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report.

(3) The goodwill associated with acquisitions is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(4) Acquisitions (Continued)

See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our allocations of the purchase price for acquisitions. The preliminary purchase price allocations that are not finalized as of September 30, 2019 primarily relate to the final assessment of the fair values of intangible assets and liabilities (primarily customer relationship intangible assets), property, plant and equipment (primarily building, building improvements and racking structures), right-of-use assets and liabilities associated with acquired operating leases, contingencies and income taxes (primarily deferred income taxes), primarily associated with the acquisitions we closed in 2019.

As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the nine months ended September 30, 2019 were not material to our results from operations.

Acquisition of IO Data Centers in 2018

On January 10, 2018, we completed the IODC Transaction. At the closing of the IODC Transaction, we paid approximately $1,347,000. In February 2019, we paid approximately $31,000 in additional purchase price associated with the execution of customer contracts from the closing through the one-year anniversary of the IODC Transaction, which was accrued at December 31, 2018. This amount, net of amortization, is reported as a third-party commissions asset as a component of Other within Other assets, net, in our Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018.

The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of us and IODC on a pro forma basis as if the IODC Transaction had occurred on January 1, 2017. The Pro Forma Financial Information is presented for informational purposes and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017. The Pro Forma Financial Information, for the period presented, includes purchase accounting adjustments (including amortization expenses from acquired intangible assets and depreciation of acquired property, plant and equipment). We and IODC collectively incurred $28,064 of operating expenditures to complete the IODC Transaction (including advisory and professional fees). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2017.



	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Total Revenues	$	1,060,991	$	3,167,762
Income from Continuing Operations	$	77,349	$	218,953
Per Share Income from Continuing Operations - Basic	$	0.27	$	0.76
Per Share Income from Continuing Operations - Diluted	$	0.27	$	0.76

In addition to our acquisition of IODC, we completed certain other acquisitions during the first nine months of 2019 and in fiscal year 2018. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt

Long-term debt is as follows:



	September 30, 2019											December 31, 2018
	Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value		Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	354,879		$	(11,763	)	$	343,116		$	354,879	$	793,832		$	(14,117	)	$	779,715		$	793,832
Term Loan A(1)	231,250			—			231,250			231,250		240,625			—			240,625			240,625
Term Loan B(2)	688,089			(7,806		)	680,283			688,638		693,169			(8,742		)	684,427			660,013
Australian Dollar Term Loan (the "AUD Term Loan")(3)	219,871			(2,389		)	217,482			221,165		233,955			(3,084		)	230,871			235,645
UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility")(4)	172,180			(1,845		)	170,335			172,180		178,299			(2,357		)	175,942			178,299
4³/₈% Senior Notes due 2021 (the "4³/₈% Notes")(5)	500,000			(2,866		)	497,134			503,750		500,000			(4,155		)	495,845			488,750
6% Senior Notes due 2023 (the "6% Notes due 2023")(5)	600,000			(4,302		)	595,698			615,000		600,000			(5,126		)	594,874			606,000
5³/₈% CAD Senior Notes due 2023 (the "CAD Notes")	188,811			(2,173		)	186,638			194,475		183,403			(2,506		)	180,897			186,154
5³/₄% Senior Subordinated Notes due 2024 (the "5³/₄% Notes")(5)	1,000,000			(6,752		)	993,248			1,010,000		1,000,000			(7,782		)	992,218			940,000
3% Euro Senior Notes due 2025 (the "Euro Notes")(5)	327,508			(3,622		)	323,886			334,877		343,347			(4,098		)	339,249			321,029
3⁷/₈% GBP Senior Notes due 2025 (the "GBP Notes")	491,943			(5,651		)	486,292			493,173		509,425			(6,573		)	502,852			453,811
5³/₈% Senior Notes due 2026 (the "5³/₈% Notes")	250,000			(2,863		)	247,137			257,500		250,000			(3,185		)	246,815			224,375
4⁷/₈% Senior Notes due 2027 (the "4⁷/₈% Notes due 2027")(5)	1,000,000			(11,375		)	988,625			1,022,500		1,000,000			(12,442		)	987,558			855,000
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes")(5)	825,000			(10,037		)	814,963			852,844		825,000			(10,923		)	814,077			713,625
4⁷/₈% Senior Notes due 2029 (the "4⁷/₈% Notes due 2029")(5)	1,000,000			(14,451		)	985,549			1,015,000		—			—			—			—
Real Estate Mortgages, Financing Lease Liabilities and Other	533,549			(444		)	533,105			533,549		606,702			(171		)	606,531			606,702
Accounts Receivable Securitization Program(6)	271,562			(115		)	271,447			271,562		221,673			(218		)	221,455			221,673
Mortgage Securitization Program(7)	50,000			(1,019		)	48,981			50,000		50,000			(1,128		)	48,872			50,000
Total Long-term Debt	8,704,642			(89,473		)	8,615,169					8,229,430			(86,607		)	8,142,823
Less Current Portion	(394,822		)	—			(394,822		)			(126,406		)	—			(126,406		)
Long-term Debt, Net of Current Portion	$	8,309,820		$	(89,473	)	$	8,220,347				$	8,103,024		$	(86,607	)	$	8,016,417

______________________________________________________________

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

(1)

Collectively, the credit agreement ("Credit Agreement"). The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan A"). The Credit Agreement is scheduled to mature on June 3, 2023. Of the $354,879 of outstanding borrowings under the Revolving Credit Facility as of September 30, 2019, 221,900 was denominated in United States dollars, 72,000 was denominated in Canadian dollars and 72,000 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $16,843. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2019 was $1,378,278 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.5% as of September 30, 2019. The average interest rate in effect under the Revolving Credit Facility as of September 30, 2019 was 3.3% and the interest rate in effect under Term Loan A as of September 30, 2019 was 3.8%.

(2)

In connection with the 2018 First Amendment (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report), Iron Mountain Information Management, LLC ("IMIM") entered into an incremental term loan activation notice (the "Activation Notice") with certain lenders pursuant to which the lenders party to the Activation Notice agreed to provide commitments to fund an incremental term loan B in the amount of $700,000 (the "Term Loan B"). On March 26, 2018, IMIM borrowed the full amount of the Term Loan B. The Term Loan B is scheduled to mature on January 2, 2026. The interest rate in effect as of September 30, 2019 was 3.8%. The amount of debt for the Term Loan B reflects an unamortized original issue discount of $1,411 and $1,581 as of September 30, 2019 and December 31, 2018, respectively.


(3)	The interest rate in effect as of September 30, 2019 was 4.9%. We had 327,500 Australian dollars outstanding on the AUD Term Loan as of September 30, 2019. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,294 and $1,690 as of September 30, 2019 and December 31, 2018, respectively.


(4)	The interest rate in effect as of September 30, 2019 was 3.0%.


(5)	Collectively, the "Parent Notes".

(6)

The interest rate in effect as of September 30, 2019 was 3.1%. The Accounts Receivable Securitization Program terminates on July 30, 2020, at which point all obligations under the program become due. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of September 30, 2019.


(7)	The interest rate in effect as of September 30, 2019 was 3.5%.

See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our Credit Agreement and our other long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2019 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2018 (which are disclosed in our Annual Report). Additionally, see Note 5 to Notes to Consolidated Financial Statements included in our Annual Report for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments. There have been no material changes to our long-term debt since December 31, 2018 other than the issuance of the 4⁷/₈% Senior Notes due 2029, as described below.

See Note 3 for information regarding the forward-starting interest rate swap agreements and the cross-currency swap agreements outstanding at September 30, 2019.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

Issuance of the 4⁷/₈% Senior Notes due 2029

In September 2019, IMI completed a private offering of $1,000,000 in aggregate principal amount of the 4⁷/₈% Notes due 2029. The 4⁷/₈% Notes due 2029 were issued at par. The net proceeds of approximately $987,500 from the 4⁷/₈% Notes due 2029, after deducting the initial purchasers' commissions, were used to repay outstanding borrowings under the Revolving Credit Facility.

Cash Pooling

As described in greater detail in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report, certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) in order to help manage global liquidity requirements. We currently utilize two separate cash pools, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool").

The approximate amount of the net cash position for our QRS Cash Pool and the TRS Cash Pool and the approximate amount of the gross position and outstanding debit balances for each of these pools as of September 30, 2019 and December 31, 2018 are as follows:



	September 30, 2019							December 31, 2018
	Gross Cash Position		Outstanding Debit Balances			Net Cash Position		Gross Cash Position		Outstanding Debit Balances			Net Cash Position
QRS Cash Pool	$	358,200	$	(355,800	)	$	2,400	$	300,800	$	(298,800	)	$	2,000
TRS Cash Pool	302,200		(296,300		)	5,900		281,500		(279,300		)	2,200

The net cash position balances as of September 30, 2019 and December 31, 2018 are reflected as cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Letters of Credit

As of September 30, 2019, we had outstanding letters of credit totaling $35,241, of which $16,843 reduce our borrowing capacity under the Revolving Credit Facility (as described above). The letters of credit expire at various dates between December 2019 and August 2027.

Debt Covenants

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.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

Our leverage and fixed charge coverage ratios under the Credit Agreement as of September 30, 2019 and December 31, 2018, as well as our leverage ratio under our indentures as of September 30, 2019 and December 31, 2018 are as follows:



	September 30, 2019	December 31, 2018	Maximum/Minimum Allowable
Net total lease adjusted leverage ratio	5.8	5.6	Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio	2.3	2.6	Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)	6.1	5.8	Maximum allowable of 6.5-7.0(1)
Fixed charge coverage ratio	2.1	2.2	Minimum allowable of 1.5

______________________________________________________________

(1)

The maximum allowable leverage ratio under our indentures for the 4⁷/₈% Notes due 2029, the 4⁷/₈% Notes due 2027, the GBP Notes and the 5¹/₄% Notes is 7.0, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.

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 and Non-Guarantors

The following data summarizes the consolidating results of IMI on the equity method of accounting as of September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 and are prepared on the same basis as the consolidated financial statements.

The Parent Notes, the CAD Notes, the GBP Notes, and the 5³/₈% 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 guarantees the CAD Notes, which were issued by Iron Mountain Canada Operations ULC ("Canada Company"), the GBP Notes, which were issued by Iron Mountain (UK) PLC ("IM UK"), and the 5³/₈% Notes, which were issued by Iron Mountain US Holdings, Inc., which is one of the Guarantors. Canada Company and IM UK do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes, and the 5³/₈% 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 or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Condensed Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) with respect to the relevant Parent, Guarantors, Non-Guarantors and Eliminations columns also would change.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED BALANCE SHEETS



	September 30, 2019
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents(1)	$	10	$	157,771	$	162,024	$	(133,027	)	$	186,778
Accounts receivable	—		58,400		763,526		—			821,926
Intercompany receivable	—		456,222		—		(456,222		)	—
Prepaid expenses and other	—		96,737		98,481		(29		)	195,189
Total Current Assets	10		769,130		1,024,031		(589,278		)	1,203,893
Property, Plant and Equipment, Net	122		3,049,090		1,507,507		—			4,556,719
Other Assets, Net:
Long-term notes receivable from affiliates and intercompany receivable	5,180,133		—		—		(5,180,133		)	—
Investment in subsidiaries	1,940,454		1,051,609		—		(2,992,063		)	—
Goodwill	—		2,853,466		1,568,529		—			4,421,995
Operating lease right-of-use assets	—		939,631		825,865		—			1,765,496
Other	1,972		945,025		682,067		—			1,629,064
Total Other Assets, Net	7,122,559		5,789,731		3,076,461		(8,172,196		)	7,816,555
Total Assets	$	7,122,691	$	9,607,951	$	5,607,999	$	(8,761,474	)	$	13,577,167
Liabilities and Equity
Intercompany Payable	$	167,220	$	—	$	289,002	$	(456,222	)	$	—
Debit Balances Under Cash Pools	—		—		133,027		(133,027		)	—
Current Portion of Long-Term Debt	—		54,028		340,823		(29		)	394,822
Total Other Current Liabilities (includes current portion of operating lease liabilities)	233,492		685,486		516,311		—			1,435,289
Long-Term Debt, Net of Current Portion	5,199,103		1,457,499		1,563,745		—			8,220,347
Long-Term Operating Lease Liabilities, Net of Current Portion	—		871,377		755,530		—			1,626,907
Long-Term Notes Payable to Affiliates and Intercompany Payable	—		5,180,133		—		(5,180,133		)	—
Other Long-term Liabilities	12,046		52,842		254,966		—			319,854
Commitments and Contingencies (See Note 8)
Redeemable Noncontrolling Interests	—		—		68,099		—			68,099
Total Iron Mountain Incorporated Stockholders' Equity	1,510,830		1,306,586		1,685,477		(2,992,063		)	1,510,830
Noncontrolling Interests	—		—		1,019		—			1,019
Total Equity	1,510,830		1,306,586		1,686,496		(2,992,063		)	1,511,849
Total Liabilities and Equity	$	7,122,691	$	9,607,951	$	5,607,999	$	(8,761,474	)	$	13,577,167

______________________________________________________________


(1)	Included within Cash and Cash Equivalents at September 30, 2019 is approximately $141,300 and $0 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)



	December 31, 2018
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents(1)	$	132	$	63,407	$	169,318	$	(67,372	)	$	165,485
Accounts receivable	—		47,472		799,417		—			846,889
Intercompany receivable	—		821,324		—		(821,324		)	—
Prepaid expenses and other	93		109,480		86,196		(29		)	195,740
Total Current Assets	225		1,041,683		1,054,931		(888,725		)	1,208,114
Property, Plant and Equipment, Net	190		3,010,767		1,478,600		—			4,489,557
Other Assets, Net:
Long-term notes receivable from affiliates and intercompany receivable	4,954,686		—		—		(4,954,686		)	—
Investment in subsidiaries	1,862,048		983,018		—		(2,845,066		)	—
Goodwill	—		2,861,381		1,579,649		—			4,441,030
Other	—		982,932		735,585		—			1,718,517
Total Other Assets, Net	6,816,734		4,827,331		2,315,234		(7,799,752		)	6,159,547
Total Assets	$	6,817,149	$	8,879,781	$	4,848,765	$	(8,688,477	)	$	11,857,218
Liabilities and Equity
Intercompany Payable	$	462,927	$	—	$	358,397	$	(821,324	)	$	—
Debit Balances Under Cash Pools	—		10,612		56,760		(67,372		)	—
Current Portion of Long-Term Debt	—		63,859		62,576		(29		)	126,406
Total Other Current Liabilities	268,373		618,513		477,483		—			1,364,369
Long-Term Debt, Net of Current Portion	4,223,822		1,878,079		1,914,516		—			8,016,417
Long-Term Notes Payable to Affiliates and Intercompany Payable	—		4,954,686		—		(4,954,686		)	—
Other Long-term Liabilities	973		116,895		299,163		—			417,031
Commitments and Contingencies (See Note 8)
Redeemable Noncontrolling Interests	—		—		70,532		—			70,532
Total Iron Mountain Incorporated Stockholders' Equity	1,861,054		1,237,137		1,607,929		(2,845,066		)	1,861,054
Noncontrolling Interests	—		—		1,409		—			1,409
Total Equity	1,861,054		1,237,137		1,609,338		(2,845,066		)	1,862,463
Total Liabilities and Equity	$	6,817,149	$	8,879,781	$	4,848,765	$	(8,688,477	)	$	11,857,218

______________________________________________________________


(1)	Included within Cash and Cash Equivalents at December 31, 2018 is approximately $58,900 and $12,700 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)



	Three Months Ended September 30, 2019
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	416,967		$	256,351		$	—		$	673,318
Service	—			245,584			143,322			—			388,906
Intercompany revenues	—			1,173			5,631			(6,804		)	—
Total Revenues	—			663,724			405,304			(6,804		)	1,062,224
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			262,183			189,134			—			451,317
Intercompany	—			5,631			1,173			(6,804		)	—
Selling, general and administrative	161			162,052			76,943			—			239,156
Depreciation and amortization	23			100,023			57,515			—			157,561
(Gain) Loss on disposal/write-down of property, plant and equipment, net	—			(8,922		)	(362		)	—			(9,284		)
Total Operating Expenses	184			520,967			324,403			(6,804		)	838,750
Operating (Loss) Income	(184		)	142,757			80,901			—			223,474
Interest Expense (Income), Net(1)	52,166			6,074			48,437			—			106,677
Other (Income) Expense, Net	(596		)	11,577			(24,396		)	—			(13,415		)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(51,754		)	125,106			56,860			—			130,212
Provision (Benefit) for Income Taxes	—			12,814			9,114			—			21,928
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(159,429		)	(46,345		)	—			205,774			—
Income (Loss) from Continuing Operations	107,675			158,637			47,746			(205,774		)	108,284
Income (Loss) from Discontinued Operations, Net of Tax	—			—			—			—			—
Net Income (Loss)	107,675			158,637			47,746			(205,774		)	108,284
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			609			—			609
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	107,675		$	158,637		$	47,137		$	(205,774	)	$	107,675
Net Income (Loss)	$	107,675		$	158,637		$	47,746		$	(205,774	)	$	108,284
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	13,101			—			(96,696		)	—			(83,595		)
Change in Fair Value of Derivative Instruments	(1,496		)	—			—			—			(1,496		)
Equity in Other Comprehensive (Loss) Income of Subsidiaries	(95,987		)	(81,135		)	—			177,122			—
Total Other Comprehensive (Loss) Income	(84,382		)	(81,135		)	(96,696		)	177,122			(85,091		)
Comprehensive Income (Loss)	23,293			77,502			(48,950		)	(28,652		)	23,193
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	—			—			(100		)	—			(100		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	23,293		$	77,502		$	(48,850	)	$	(28,652	)	$	23,293

__________________________________________________________


(1)	Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)



	Three Months Ended September 30, 2018
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	404,397		$	252,576		$	—		$	656,973
Service	—			250,471			153,547			—			404,018
Intercompany revenues	—			1,192			4,330			(5,522		)	—
Total Revenues	—			656,060			410,453			(5,522		)	1,060,991
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			254,068			193,950			—			448,018
Intercompany cost of sales	—			4,330			1,192			(5,522		)	—
Selling, general and administrative	(427		)	177,777			82,579			—			259,929
Depreciation and amortization	31			100,210			57,556			—			157,797
(Gain) Loss on disposal/write-down of property, plant and equipment, net	—			(1,669		)	1,281			—			(388		)
Total Operating Expenses	(396		)	534,716			336,558			(5,522		)	865,356
Operating Income (Loss)	396			121,344			73,895			—			195,635
Interest Expense (Income), Net(1)	49,964			3,151			50,823			—			103,938
Other Expense (Income), Net	439			4,155			(4,269		)	—			325
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(50,007		)	114,038			27,341			—			91,372
Provision (Benefit) for Income Taxes	—			9,012			5,011			—			14,023
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(115,876		)	(25,414		)	—			141,290			—
Income (Loss) from Continuing Operations	65,869			130,440			22,330			(141,290		)	77,349
(Loss) Income from Discontinued Operations	—			(11,588		)	(17		)	—			(11,605		)
Net Income (Loss)	65,869			118,852			22,313			(141,290		)	65,744
Less: Net (Loss) Income Attributable to Noncontrolling Interests	—			—			(125		)	—			(125		)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	65,869		$	118,852		$	22,438		$	(141,290	)	$	65,869
Net Income (Loss)	$	65,869		$	118,852		$	22,313		$	(141,290	)	$	65,744
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	2,139			—			(26,908		)	—			(24,769		)
Change in Fair Value of Derivative Instruments	1,980			—			—			—			1,980
Equity in Other Comprehensive (Loss) Income of Subsidiaries	(24,929		)	(14,443		)	—			39,372			—
Total Other Comprehensive (Loss) Income	(20,810		)	(14,443		)	(26,908		)	39,372			(22,789		)
Comprehensive Income (Loss)	45,059			104,409			(4,595		)	(101,918		)	42,955
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	—			—			(2,104		)	—			(2,104		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	45,059		$	104,409		$	(2,491	)	$	(101,918	)	$	45,059

_____________________________________________________________


(1)	Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)



	Nine Months Ended September 30, 2019
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	1,235,353		$	770,227		$	—		$	2,005,580
Service	—			733,247			444,167			—			1,177,414
Intercompany revenues	—			3,485			15,094			(18,579		)	—
Total Revenues	—			1,972,085			1,229,488			(18,579		)	3,182,994
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			788,864			589,099			—			1,377,963
Intercompany cost of sales	—			15,094			3,485			(18,579		)	—
Selling, general and administrative	310			523,844			238,325			—			762,479
Depreciation and amortization	68			308,284			176,023			—			484,375
Loss (Gain) on disposal/write-down of property, plant and equipment, net	—			18,436			(35,523		)	—			(17,087		)
Total Operating Expenses	378			1,654,522			971,409			(18,579		)	2,607,730
Operating (Loss) Income	(378		)	317,563			258,079			—			575,264
Interest Expense (Income), Net(1)	151,392			19,128			143,907			—			314,427
Other (Income) Expense, Net	(55		)	16,636			(29,978		)	—			(13,397		)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(151,715		)	281,799			144,150			—			274,234
Provision (Benefit) for Income Taxes	—			15,268			27,859			—			43,127
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(381,392		)	(111,897		)	—			493,289			—
Income (Loss) from Continuing Operations	229,677			378,428			116,291			(493,289		)	231,107
Income (Loss) from Discontinued Operations	—			120			(16		)	—			104
Net Income (Loss)	229,677			378,548			116,275			(493,289		)	231,211
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			1,534			—			1,534
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	229,677		$	378,548		$	114,741		$	(493,289	)	$	229,677
Net Income (Loss)	$	229,677		$	378,548		$	116,275		$	(493,289	)	$	231,211
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	14,962			—			(86,157		)	—			(71,195		)
Change in Fair Value of Derivative Instruments	(9,101		)	—			—			—			(9,101		)
Equity in Other Comprehensive (Loss) Income of Subsidiaries	(86,400		)	(72,858		)	—			159,258			—
Total Other Comprehensive (Loss) Income	(80,539		)	(72,858		)	(86,157		)	159,258			(80,296		)
Comprehensive Income (Loss)	149,138			305,690			30,118			(334,031		)	150,915
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	—			—			1,777			—			1,777
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	149,138		$	305,690		$	28,341		$	(334,031	)	$	149,138

_____________________________________________________________


(1)	Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)



	Nine Months Ended September 30, 2018
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	1,201,035		$	762,526		$	—		$	1,963,561
Service	—			726,915			473,796			—			1,200,711
Intercompany revenues	—			3,613			13,126			(16,739		)	—
Total Revenues	—			1,931,563			1,249,448			(16,739		)	3,164,272
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			753,837			594,366			—			1,348,203
Intercompany cost of sales	—			13,126			3,613			(16,739		)	—
Selling, general and administrative	(348		)	531,507			258,165			—			789,324
Depreciation and amortization	96			299,372			175,127			—			474,595
(Gain) Loss on disposal/write-down of property, plant and equipment, net	—			(2,491		)	427			—			(2,064		)
Total Operating Expenses	(252		)	1,595,351			1,031,698			(16,739		)	2,610,058
Operating Income (Loss)	252			336,212			217,750			—			554,214
Interest Expense (Income), Net(1)	150,218			4,863			148,755			—			303,836
Other Expense (Income), Net	2,049			12,323			(12,952		)	—			1,420
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(152,015		)	319,026			81,947			—			248,958
Provision (Benefit) for Income Taxes	—			14,810			25,147			—			39,957
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(348,104		)	(54,395		)	—			402,499			—
Income (Loss) from Continuing Operations	196,089			358,611			56,800			(402,499		)	209,001
(Loss) Income from Discontinued Operations	—			(12,283		)	(144		)	—			(12,427		)
Net Income (Loss)	196,089			346,328			56,656			(402,499		)	196,574
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			485			—			485
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	196,089		$	346,328		$	56,171		$	(402,499	)	$	196,089
Net Income (Loss)	$	196,089		$	346,328		$	56,656		$	(402,499	)	$	196,574
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	6,761			—			(139,051		)	—			(132,290		)
Change in Fair Value of Derivative Instruments	4,183			—			—			—			4,183
Equity in Other Comprehensive (Loss) Income of Subsidiaries	(135,215		)	(105,967		)	—			241,182			—
Total Other Comprehensive (Loss) Income	(124,271		)	(105,967		)	(139,051		)	241,182			(128,107		)
Comprehensive Income (Loss)	71,818			240,361			(82,395		)	(161,317		)	68,467
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	—			—			(3,351		)	—			(3,351		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	71,818		$	240,361		$	(79,044	)	$	(161,317	)	$	71,818

______________________________________________________


(1)	Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended September 30, 2019
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(161,288	)	$	596,529		$	212,904		$	—		$	648,145
Cash Flows from Operating Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Operating Activities	(161,288		)	596,529			212,904			—			648,145
Cash Flows from Investing Activities:
Capital expenditures	—			(306,567		)	(227,047		)	—			(533,614		)
Cash paid for acquisitions, net of cash acquired	—			(9,508		)	(46,991		)	—			(56,499		)
Intercompany loans to subsidiaries	(295,124		)	6,526			—			288,598			—
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles	—			(86,052		)	(27,457		)	—			(113,509		)
Investments in joint ventures (see Note 10)	—			(19,222		)	—			—			(19,222		)
Proceeds from sales of property and equipment and other, net	—			33,031			49,117			—			82,148
Cash Flows from Investing Activities—Continuing Operations	(295,124		)	(381,792		)	(252,378		)	288,598			(640,696		)
Cash Flows from Investing Activities—Discontinued Operations	—			2,564			2,497			—			5,061
Cash Flows from Investing Activities	(295,124		)	(379,228		)	(249,881		)	288,598			(635,635		)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	—			(9,507,136		)	(3,183,555		)	—			(12,690,691		)
Proceeds from revolving credit facility, term loan facilities and other debt	—			9,068,245			3,188,031			—			12,256,276
Net proceeds from sales of senior notes	987,500			—			—			—			987,500
Debit (payments) balances under cash pools	—			(10,612		)	76,267			(65,655		)	—
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net	—			—			(1,464		)	—			(1,464		)
Intercompany loans from parent	—			326,566			(37,968		)	(288,598		)	—
Parent cash dividends	(528,908		)	—			—			—			(528,908		)
Net (payments) proceeds associated with employee stock-based awards	(2,059		)	—			—			—			(2,059		)
Payment of debt financing and stock issuance costs	(243		)	—			(526		)	—			(769		)
Cash Flows from Financing Activities—Continuing Operations	456,290			(122,937		)	40,785			(354,253		)	19,885
Cash Flows from Financing Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Financing Activities	456,290			(122,937		)	40,785			(354,253		)	19,885
Effect of exchange rates on cash and cash equivalents	—			—			(11,102		)	—			(11,102		)
(Decrease) Increase in cash and cash equivalents	(122		)	94,364			(7,294		)	(65,655		)	21,293
Cash and cash equivalents, including Restricted Cash, beginning of period	132			63,407			169,318			(67,372		)	165,485
Cash and cash equivalents, including Restricted Cash, end of period	$	10		$	157,771		$	162,024		$	(133,027	)	$	186,778

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



	Nine Months Ended September 30, 2018
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(208,384	)	$	644,493		$	189,429		$	—		$	625,538
Cash Flows from Operating Activities—Discontinued Operations	—			(995		)	—			—			(995		)
Cash Flows from Operating Activities	(208,384		)	643,498			189,429			—			624,543
Cash Flows from Investing Activities:
Capital expenditures	—			(224,594		)	(105,359		)	—			(329,953		)
Cash paid for acquisitions, net of cash acquired	—			(1,332,235		)	(378,776		)	—			(1,711,011		)
Intercompany loans to subsidiaries	629,918			(23,092		)	—			(606,826		)	—
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles	—			(47,531		)	(16,030		)	—			(63,561		)
Net proceeds from Divestments	—			1,019			—			—			1,019
Proceeds from sales of property and equipment and other, net	—			283			430			—			713
Cash Flows from Investing Activities—Continuing Operations	629,918			(1,626,150		)	(499,735		)	(606,826		)	(2,102,793		)
Cash Flows from Investing Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Investing Activities	629,918			(1,626,150		)	(499,735		)	(606,826		)	(2,102,793		)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	—			(5,386,024		)	(5,840,147		)	—			(11,226,171		)
Proceeds from revolving credit facility, term loan facilities and other debt	—			6,456,050			5,980,967			—			12,437,017
Debit (payments) balances under cash pools	—			(832		)	(389		)	1,221			—
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net	—			—			(2,035		)	—			(2,035		)
Intercompany loans from parent	—			(664,591		)	57,765			606,826			—
Parent cash dividends	(505,403		)	—			—			—			(505,403		)
Net (payments) proceeds associated with employee stock-based awards	(2,800		)	—			—			—			(2,800		)
Net proceeds associated with the Over-Allotment Option exercise	76,192			—			—			—			76,192
Net proceeds associated with the At the Market (ATM) Program	8,716			—			—			—			8,716
Payment of debt financing and stock issuance costs	(412		)	(12,388		)	(3,157		)	—			(15,957		)
Cash Flows from Financing Activities—Continuing Operations	(423,707		)	392,215			193,004			608,047			769,559
Cash Flows from Financing Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Financing Activities	(423,707		)	392,215			193,004			608,047			769,559
Effect of exchange rates on cash and cash equivalents	—			—			(19,332		)	—			(19,332		)
(Decrease) Increase in cash and cash equivalents	(2,173		)	(590,437		)	(136,634		)	1,221			(728,023		)
Cash and cash equivalents, including Restricted Cash, beginning of period	2,433			642,408			375,584			(94,726		)	925,699
Cash and cash equivalents, including Restricted Cash, end of period	$	260		$	51,971		$	238,950		$	(93,505	)	$	197,676

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information

Our six reportable operating segments as of December 31, 2018 are described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:


•	North American Records and Information Management Business


•	North American Data Management Business


•	Western European Business


•	Other International Business


•	Global Data Center Business


•	Corporate and Other Business

There have been no changes made to our reportable operating segments since December 31, 2018, other than the impact of the Consumer Storage Transaction (as defined in Note 10). Prior to the Consumer Storage Transaction, our consumer storage business was a component of our Corporate and Other Business Segment. The previously reported segment information has been restated to conform to the current presentation and reflects the changes to our reportable operating segments that occurred in fourth quarter of 2018 as described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report. The operations associated with acquisitions completed during the first nine months of 2019 have been incorporated into our existing reportable operating segments.

An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements is as follows:



	North American Records and Information Management Business		North American Data Management Business		Western European Business		Other International Business		Global Data Center Business		Corporate and Other Business			Total Consolidated
For the Three Months Ended September 30, 2019
Total Revenues	$	542,044	$	96,552	$	121,437	$	197,728	$	64,418	$	40,045		$	1,062,224
Storage Rental	317,820		66,497		78,009		128,715		62,001		20,276			673,318
Service	224,224		30,055		43,428		69,013		2,417		19,769			388,906
Depreciation and Amortization	58,801		6,709		13,257		30,008		34,067		14,719			157,561
Depreciation	45,394		4,620		9,137		17,512		20,193		11,296			108,152
Amortization	13,407		2,089		4,120		12,496		13,874		3,423			49,409
Adjusted EBITDA	246,415		54,378		38,639		62,120		32,261		(58,112		)	375,701
Expenditures for Segment Assets	64,098		2,822		18,125		43,290		58,060		14,883			201,278
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	46,376		2,822		16,191		28,944		57,267		14,883			166,483
Cash Paid for Acquisitions, Net of Cash Acquired	—		—		—		11,848		—		—			11,848
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs and third-party commissions	17,722		—		1,934		2,498		793		—			22,947
For the Three Months Ended September 30, 2018
Total Revenues	$	539,603	$	97,477	$	126,354	$	200,639	$	63,380	$	33,538		$	1,060,991
Storage Rental	306,633		67,779		79,492		124,920		60,039		18,110			656,973
Service	232,970		29,698		46,862		75,719		3,341		15,428			404,018
Depreciation and Amortization	59,869		9,472		14,316		31,487		27,965		14,688			157,797
Depreciation	46,756		7,277		9,996		19,272		16,431		13,258			112,990
Amortization	13,113		2,195		4,320		12,215		11,534		1,430			44,807
Adjusted EBITDA	248,600		53,484		40,817		60,106		27,299		(67,976		)	362,330
Expenditures for Segment Assets	53,665		5,033		2,774		49,330		42,585		29,435			182,822
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	31,373		5,033		551		21,929		41,896		11,570			112,352
Cash Paid for Acquisitions, Net of Cash Acquired	—		—		—		26,277		—		17,865			44,142
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs	22,292		—		2,223		1,124		689		—			26,328

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)



	North American Records and Information Management Business		North American Data Management Business		Western European Business		Other International Business		Global Data Center Business		Corporate and Other Business			Total Consolidated
As of and for the Nine Months Ended September 30, 2019
Total Revenues	$	1,608,697	$	289,714	$	377,517	$	598,507	$	188,245	$	120,314		$	3,182,994
Storage Rental	938,161		199,819		237,258		387,086		182,301		60,955			2,005,580
Service	670,536		89,895		140,259		211,421		5,944		59,359			1,177,414
Depreciation and Amortization	181,494		27,011		42,842		91,367		98,370		43,291			484,375
Depreciation	137,801		20,451		30,560		53,563		58,233		35,877			336,485
Amortization	43,693		6,560		12,282		37,804		40,137		7,414			147,890
Adjusted EBITDA	715,683		157,998		122,011		178,993		85,913		(209,449		)	1,051,149
Total Assets(1)	5,742,593		860,101		1,319,442		2,620,709		2,349,917		684,405			13,577,167
Expenditures for Segment Assets	166,908		13,708		72,560		93,373		314,242		42,831			703,622
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	103,660		13,708		41,031		56,048		279,856		39,311			533,614
Cash Paid for Acquisitions, Net of Cash Acquired	9,876		—		11,850		31,253		—		3,520			56,499
Acquisitions of Customer Relationships and Customer Inducements and Contract Fulfillment Costs and third-party commissions	53,372		—		19,679		6,072		34,386		—			113,509
As of and for the Nine Months Ended September 30, 2018
Total Revenues	$	1,605,526	$	297,472	$	393,869	$	618,933	$	164,878	$	83,594		$	3,164,272
Storage Rental	917,347		205,833		245,883		386,278		157,479		50,741			1,963,561
Service	688,179		91,639		147,986		232,655		7,399		32,853			1,200,711
Depreciation and Amortization	183,591		29,114		49,372		93,724		72,736		46,058			474,595
Depreciation	144,146		22,517		34,575		56,535		40,931		39,219			337,923
Amortization	39,445		6,597		14,797		37,189		31,805		6,839			136,672
Adjusted EBITDA	719,199		162,616		131,377		181,305		72,990		(202,027		)	1,065,460
Total Assets(1)	4,961,149		823,868		1,104,221		2,328,574		2,159,955		433,103			11,810,870
Expenditures for Segment Assets	138,210		15,529		37,813		111,777		1,745,770		55,426			2,104,525
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	86,365		15,529		31,694		60,992		98,169		37,204			329,953
Cash Paid for Acquisitions, Net of Cash Acquired	1,551		—		—		45,673		1,645,922		17,865			1,711,011
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs	50,294		—		6,119		5,112		1,679		357			63,561

______________________________________________________________


(1)	Excludes all intercompany receivables or payables and investment in subsidiary balances. Total assets as of September 30, 2019 reflects the adoption of ASU 2016-02.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

The accounting policies of the reportable operating segments are the same as those described in Note 2 and in Note 2 to Notes to Consolidated Financial Statements included in our Annual Report. Adjusted EBITDA for each segment is defined as income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes certain items that we believe are not indicative of our core operating results, specifically: (i) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); (ii) intangible impairments; (iii) other (income) expense, net (which includes foreign currency transaction (gains) losses, net); and (iv) Significant Acquisition Costs (as defined below). Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

A reconciliation of Adjusted EBITDA to income (loss) from continuing operations on a consolidated basis for the three and nine months ended September 30, 2019 and 2018 is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Adjusted EBITDA	$	375,701		$	362,330		$	1,051,149		$	1,065,460
(Add)/Deduct:
Provision (Benefit) for Income Taxes	21,928			14,023			43,127			39,957
Other (Income) Expense, Net	(13,415		)	325			(13,397		)	1,420
Interest Expense, Net	106,677			103,938			314,427			303,836
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(9,284		)	(388		)	(17,087		)	(2,064		)
Depreciation and amortization	157,561			157,797			484,375			474,595
Significant Acquisition Costs(1)	3,950			9,286			8,597			38,715
Income (Loss) from Continuing Operations	$	108,284		$	77,349		$	231,107		$	209,001

_______________________________________________________________________________


(1)	As defined in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

Information as to our revenues by product and service lines by segment for the three and nine months ended September 30, 2019 and 2018 are as follows:



	North American Records and Information Management Business		North American Data Management Business		Western European Business		Other International Business		Global Data Center Business		Corporate and Other Business		Total Consolidated
For the Three Months Ended September 30, 2019
Records Management(1)	$	452,336	$	—	$	103,683	$	169,748	$	—	$	23,837	$	749,604
Data Management(1)	—		93,016		17,551		18,884		—		16,208		145,659
Information Destruction(1)(2)	89,708		3,536		203		9,096		—		—		102,543
Data Center	—		—		—		—		64,418		—		64,418
Total Revenues	$	542,044	$	96,552	$	121,437	$	197,728	$	64,418	$	40,045	$	1,062,224
For the Three Months Ended September 30, 2018
Records Management(1)	$	441,102	$	—	$	107,388	$	173,426	$	—	$	19,183	$	741,099
Data Management(1)	—		94,917		18,914		18,541		—		14,355		146,727
Information Destruction(1)(2)	98,501		2,560		52		8,672		—		—		109,785
Data Center	—		—		—		—		63,380		—		63,380
Total Revenues	$	539,603	$	97,477	$	126,354	$	200,639	$	63,380	$	33,538	$	1,060,991
For the Nine Months Ended September 30, 2019
Records Management(1)	$	1,322,488	$	—	$	321,759	$	515,158	$	—	$	74,377	$	2,233,782
Data Management(1)	—		280,157		54,345		56,898		—		45,937		437,337
Information Destruction(1)(2)	286,209		9,557		1,413		26,451		—		—		323,630
Data Center	—		—		—		—		188,245		—		188,245
Total Revenues	$	1,608,697	$	289,714	$	377,517	$	598,507	$	188,245	$	120,314	$	3,182,994
For the Nine Months Ended September 30, 2018
Records Management(1)	$	1,317,505	$	—	$	335,072	$	533,950	$	—	$	41,388	$	2,227,915
Data Management(1)	—		290,279		58,526		58,246		—		42,206		449,257
Information Destruction(1)(2)	288,021		7,193		271		26,737		—		—		322,222
Data Center	—		—		—		—		164,878		—		164,878
Total Revenues	$	1,605,526	$	297,472	$	393,869	$	618,933	$	164,878	$	83,594	$	3,164,272

____________________________________________________________________________


(1)	Each of the offerings within our product and service lines has a component of revenue that is storage rental related and a component that is service revenues, except for information destruction, which does not have a storage rental component.


(2)	Includes secure shredding services.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies

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 able to be estimated. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. There have been no material updates or changes to the matters disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report. We believe that the resolution of the matters disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report will not have a material impact on our consolidated financial condition, results of operations or cash flows.

We have estimated a reasonably possible range for all loss contingencies, including those disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report and the item below, and believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $17,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements.

In June 2019, we received a notification of assessment from tax and customs authorities in the Netherlands related to a VAT liability of approximately 16,800 Euros. The notification of assessment is related to our customs clearing and logistics business in the Netherlands, which we acquired through the acquisition of Bonded Services of America, Inc. and Bonded Services Acquisition, Ltd. (collectively, “Bonded”) in September 2017. As part of the import and declaration services we provide in the Netherlands, we file import declaration forms to the customs authorities for all goods imported in a particular month and calculate the amount of VAT that is due on the goods being imported. In certain instances, we remit import VAT to the Dutch tax authorities and subsequently are reimbursed by the entity the goods are being imported on behalf of. In other instances, however, the payment of VAT may be deferred and paid upon the sale of the goods to the ultimate end customer in cases where the entity receiving the goods holds a valid license allowing for the deferment of VAT (referred to as an Article 23 license). In the notification of assessment, the Dutch tax authorities have asserted that (i) we inappropriately deferred VAT for goods imported under Article 23 for certain of our customers between March 2017 and August 2018 and (ii) we are liable for the amount of VAT related to those goods for which VAT was inappropriately deferred. We have responded to the notification of assessment and have requested additional information regarding the matter from the Dutch tax authorities.

We believe that the assessed amount will be subject to interest and potential penalties. We have established a reserve for this matter based upon our estimate of the amount of loss that is both probable and estimable. We are in the process of exploring potential recoveries (including insurance recoveries and/or claims against other third parties) against any losses we incur associated with this matter.

(9) Stockholders' Equity Matters

Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements.

In fiscal year 2018 and the first nine months of 2019, our board of directors declared the following dividends:

Declaration Date

Dividend
Per Share

Record Date

Total
Amount

Payment Date

February 14, 2018

0.5875

March 15, 2018

167,969

April 2, 2018

May 24, 2018

0.5875

June 15, 2018

168,078

July 2, 2018

July 24, 2018

0.5875

September 17, 2018

168,148

October 2, 2018

October 25, 2018

0.6110

December 17, 2018

174,935

January 3, 2019

February 7, 2019

0.6110

March 15, 2019

175,242

April 2, 2019

May 22, 2019

0.6110

June 17, 2019

175,389

July 2, 2019

July 26, 2019

0.6110

September 16, 2019

175,434

October 2, 2019

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(9) Stockholders' Equity Matters (Continued)

At The Market (ATM) Equity Program

As described in greater detail in Note 12 to Notes to Consolidated Financial Statements included in our Annual Report, we entered into a distribution agreement with a syndicate of 10 banks (the “Agents”) pursuant to which we may sell, from time to time, up to an aggregate sales price of $500,000 of our common stock through the Agents (the “At The Market (ATM) Equity Program”). There were no shares of common stock sold under the At The Market (ATM) Equity Program during the nine months ended September 30, 2019. As of September 30, 2019, the remaining aggregate sale price of shares of our common stock available for distribution under the At The Market (ATM) Equity Program was approximately $431,200.

(10) Divestments

On March 19, 2019, we contributed our customer contracts and certain intellectual property and other assets used by us to operate our consumer storage business in the United States and Canada (the "IM Consumer Storage Assets") and approximately $20,000 in cash (gross of certain transaction expenses) (the "Cash Contribution") to a joint venture entity, Makespace LLC (the "Makespace JV"), established by us and Makespace Labs, Inc. ("Makespace"), a consumer storage services provider (the "Consumer Storage Transaction"). Upon the closing of the Consumer Storage Transaction on March 19, 2019, the Makespace JV owned (i) the IM Consumer Storage Assets, (ii) the Cash Contribution and (iii) the customer contracts, intellectual property and certain other assets used by Makespace to operate its consumer storage business in the United States. As part of the Consumer Storage Transaction, we received an equity interest of approximately 34% in the Makespace JV (the "Makespace Investment"). In connection with the Consumer Storage Transaction and the Makespace Investment, we also entered into a storage and service agreement with the Makespace JV to provide certain storage and related services to the Makespace JV (see Note 12).

We have concluded that the divestment of the IM Consumer Storage Assets in the Consumer Storage Transaction does not meet the criteria to be reported as a discontinued operation in our consolidated financial statements, as our decision to divest this business does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with this business are presented as a component of Income (loss) from continuing operations in our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2019 through the closing date of the Consumer Storage Transaction and for the three and nine months ended September 30, 2018 and the cash flows associated with this business are presented as a component of cash flows from continuing operations in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 through the closing date of the Consumer Storage Transaction and for the nine months ended September 30, 2018.

As a result of the Consumer Storage Transaction, we recorded a gain on sale of approximately $4,200 to Other (income) expense, net, in the first quarter of 2019, representing the excess of the fair value of the consideration received over the sum of (i) the carrying value of our consumer storage operations and (ii) the Cash Contribution. At the closing date of the Consumer Storage Transaction, the fair value of the Makespace Investment was approximately $27,500. We account for the Makespace Investment as an equity method investment. The carrying value of the Makespace Investment at September 30, 2019 is $21,152, and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheet.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(11) Significant Acquisition Costs

Significant Acquisition Costs included in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Cost of sales (excluding depreciation and amortization)	$	1,945	$	2,892	$	4,136	$	5,015
Selling, general and administrative expenses	2,005		6,394		4,461		33,700
Total Significant Acquisition Costs	$	3,950	$	9,286	$	8,597	$	38,715

Significant Acquisition Costs included in the accompanying Condensed Consolidated Statements of Operations by segment for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
North American Records and Information Management Business	$	796	$	950	$	1,174	$	4,551
North American Data Management Business	11		83		11		434
Western European Business	4		1,806		85		5,385
Other International Business	1,307		2,001		2,760		3,434
Global Data Center Business	70		232		337		11,572
Corporate and Other Business	1,762		4,214		4,230		13,339
Total Significant Acquisition Costs	$	3,950	$	9,286	$	8,597	$	38,715

(12) Related Party Transactions

In connection with the Consumer Storage Transaction and the Makespace Investment (both as described more fully in Note 10), we also entered into a storage and service agreement with the Makespace JV to provide certain storage and related services to the Makespace JV (the "Makespace Agreement"). Revenues and expenses associated with the Makespace Agreement are presented as a component of our North American Records and Information Management Business segment. We recognized approximately $7,300 and $15,200 of revenue, respectively, for the three and nine months ended September 30, 2019, associated with the Makespace Agreement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(13) Subsequent Events

In October 2019, we announced a global program designed to better position us for future growth and achievement of our strategic objectives (“Project Summit”). Project Summit will focus on simplifying our global structure by combining our core records and information management operations under one global leader and rebalancing our resources, streamlining managerial structures and leveraging our global and regional customer facing resources. The activities associated with Project Summit will begin in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. We expect the total program benefits associated with Project Summit to be fully realized by the end of 2022. We estimate that the implementation of Project Summit will result in total restructuring charges (including operating and capital expenditures) of approximately $240,000. We expect to incur restructuring charges associated with Project Summit of approximately $60,000 during the fourth quarter of 2019, substantially all of which will consist of employee severance costs and professional fees that will be settled in cash during the fourth quarter of 2019 and 2020.

As a result of the realignment of our global managerial structure and changes to our internal financial reporting associated with Project Summit, during the fourth quarter of 2019, we reassessed the composition of our reportable operating segments. Subsequent to the implementation of the planned managerial structure changes associated with Project Summit, we expect to have three reportable operating segments: (i) Global Records and Information Management Business (which will consist of our existing North American Records and Information Management Business, North American Data Management Business, Western European Business and Other International Business operating segments); (ii) Global Data Center Business; and (iii) Corporate and Other Business (which includes our Adjacent Businesses operating segment). We also are in the process of reassessing the composition of our reporting units, at which level we assess goodwill for impairment.

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

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2019 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and nine months ended September 30, 2019, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2018, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 14, 2019 (our "Annual Report").

FORWARD-LOOKING STATEMENTS

We have made statements in this Quarterly Report on Form 10-Q ("Quarterly Report") 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 growth of records stored with us from existing customers, (3) expected 2019 consolidated organic storage rental revenue growth rate, consolidated organic total revenue growth rate and capital expenditures, (4) expectation that profits will increase in our emerging markets, (5) expectation that our growth portfolio will become a large part of our business over time, (6) statements regarding our expectation to reduce our leverage ratio, (7) ability to close pending acquisitions and (8) expected benefits, costs and actions related to Project Summit (as defined and discussed below). 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. In addition, important factors that could cause actual results to differ from expectations include, among others:


•	our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");


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


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


•	the cost to comply with current and future laws, regulations and customer demands relating to data security and privacy issues, as well as fire and safety standards;


•	the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information or our internal records or information technology ("IT") systems and the impact of such incidents on our reputation and ability to compete;


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


•	our ability or inability to manage growth, expand internationally, complete acquisitions on satisfactory terms, to close pending acquisitions and to integrate acquired companies efficiently;


•	changes in the amount of our growth and recurring capital expenditures and our ability to invest according to plan;


•	our ability to comply with our existing debt obligations and restrictions in our debt instruments or to obtain additional financing to meet our working capital needs;


•	the impact of service interruptions or equipment damage and the cost of power on our data center operations;


•	changes in the cost of our debt;


•	the impact of alternative, more attractive investments on dividends;


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


•	the performance of business partners upon whom we depend for technical assistance or management expertise;


•	our ability to execute on Project Summit and potential impacts of Project Summit on our ability to retain and recruit employees and execute on our strategy; and


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

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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 Quarterly Report, as well as our other periodic reports filed with the SEC including under "Risk Factors" in this Quarterly Report and in our Annual Report.

Overview

The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and nine months ended September 30, 2019 within each section.

Project Summit

In October 2019, we announced a global program designed to better position us for future growth and achievement of our strategic objectives (“Project Summit”). Project Summit will focus on simplifying our global structure by combining our core records and information management operations under one global leader and rebalancing our resources, streamlining managerial structures and leveraging our global and regional customer facing resources. We also plan to implement systems and process changes designed to make our organization more agile and dynamic, streamline our organization and reallocate our resources to better align with our strategic goals as part of Project Summit. As a result of the program, we expect to reduce the number of vice president level and above positions by approximately 45%. The total program is expected to reduce our total managerial and administrative workforce by approximately 700 positions over the next two years.

The activities associated with Project Summit will begin in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. We expect the total program benefits associated with Project Summit to be fully realized by the end of 2022. We estimate that Project Summit will improve Adjusted EBITDA (as defined below) by approximately $200.0 million by the end of 2022 as program benefits are realized. We expect Project Summit to improve Adjusted EBITDA by approximately $80.0 million in 2020, of which we expect to realize approximately $50.0 million of Adjusted EBITDA improvement as a result of the actions initiated during the fourth quarter of 2019. We will continue to evaluate our overall operating model, as well as various opportunities and initiatives, including those associated with real estate consolidation, system implementation and process changes, which could result in the identification and implementation of additional actions associated with Project Summit and incremental costs and benefits.

We estimate that the implementation of Project Summit will result in total restructuring charges (including operating and capital expenditures) of approximately $240.0 million, including approximately $60.0 million of restructuring charges we expect to incur during the fourth quarter of 2019. We expect to substantially complete all actions associated with Project Summit by the end of 2021. We expect substantially all of the restructuring charges associated with Project Summit that we will incur in the fourth quarter of 2019, substantially all of which will consist of employee severance costs and professional fees, will be settled in cash during the fourth quarter of 2019 and 2020. In addition, we expect a significant portion of the remaining restructuring charges we will incur as a result of Project Summit will be settled in cash, primarily as a result of employee severance, professional fees, program management and implementation of various technology systems and hardware.

As a result of realignment of our global managerial structure and changes to our internal financial reporting associated with Project Summit, during the fourth quarter of 2019, we reassessed the composition of our reportable operating segments. Subsequent to the implementation of the planned managerial structure changes associated with Project Summit, we expect to have three reportable operating segments: (i) Global Records and Information Management Business (which will consist of our existing North American Records and Information Management Business, North American Data Management Business, Western European Business and Other International Business operating segments); (ii) Global Data Center Business; and (iii) Corporate and Other Business (which includes our Adjacent Businesses operating segment). We also are in the process of reassessing the composition of our reporting units, at which level we assess goodwill for impairment.

IODC Acquisition

On January 10, 2018, we completed the acquisition of the United States operations of IODC (the "IODC Transaction"). At the closing of the IODC Transaction, we paid approximately $1,347.0 million. In February 2019, we paid approximately $31.0 million in additional purchase price associated with the execution of customer contracts from the closing through the one-year anniversary of the IODC Transaction. See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report for additional information.

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Divestments

a. Consumer Storage Transaction

On March 19, 2019, we contributed our customer contracts and certain intellectual property and other assets used by us to operate our consumer storage business in the United States and Canada (the "IM Consumer Storage Assets") and approximately $20.0 million in cash (gross of certain transaction expenses) (the "Cash Contribution") to a joint venture entity, Makespace LLC (the "Makespace JV"), established by us and Makespace Labs, Inc. ("Makespace"), a consumer storage services provider (the "Consumer Storage Transaction"). Upon the closing of the Consumer Storage Transaction on March 19, 2019, the Makespace JV owned (i) the IM Consumer Storage Assets, (ii) the Cash Contribution and (iii) the customer contracts, intellectual property and certain other assets used by Makespace to operate its consumer storage business in the United States. As part of the Consumer Storage Transaction, we received an equity interest of approximately 34% in the Makespace JV (the "Makespace Investment").

As described in Note 10 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, the divestment of the IM Consumer Storage Assets in the Consumer Storage Transaction does not meet the criteria to be reported as a discontinued operations in our consolidated financial statements. In connection with the Consumer Storage Transaction and the Makespace Investment, we also entered into a storage and service agreement with the Makespace JV to provide certain storage and related services to the Makespace JV (the "Makespace Agreement"). Revenues and expenses associated with the Makespace Agreement are presented as a component of our North American Records and Information Management Business segment. We recognized approximately $7.3 million and $15.2 million of revenue, respectively, for the three and nine months ended September 30, 2019 associated with the Makespace Agreement.

As a result of the Consumer Storage Transaction, we recorded a gain on sale of approximately $4.2 million to Other (income) expense, net, in the first quarter of 2019, representing the excess of the fair value of the consideration received over the sum of (i) carrying value of our consumer storage operations and (ii) the Cash Contribution.

b. IMFS Divestment

On September 28, 2018, we sold substantially all of the assets associated with our fulfillment services business in the United States for total consideration of approximately $3.0 million (the "IMFS Divestment"). As described in Note 13 to Notes to Consolidated Financial Statements in our Annual Report, we have concluded that the IMFS Divestment does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as our decision to divest this business does not represent a strategic shift that will have a major effect on our operations and financial results. Our fulfillment services business represented approximately $6.1 million and $20.2 million of total revenues and approximately $(0.4) million and $0.8 million of (loss) income from continuing operations for the three and nine months ended September 30, 2018, respectively.

Significant Acquisition Costs

We currently estimate total acquisition and integration expenditures associated with our acquisition of Recall Holdings Limited ("Recall") (the "Recall Transaction") and acquisition expenditures associated with the IODC Transaction to be approximately $405.0 million, the substantial majority of which was incurred prior to the end of 2018. From January 1, 2015 through September 30, 2019, we have incurred cumulative operating and capital expenditures associated with the Recall Transaction and the IODC Transaction of $398.9 million, including $323.1 million of Significant Acquisition Costs (as defined in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report) and $75.8 million of capital expenditures. We expect the remaining amount of these operating and capital expenditures will be primarily related to moving costs associated with facility consolidation and system upgrade costs.

Immaterial Restatement

In June 2019, we received a notification of assessment from tax and customs authorities in the Netherlands related to a value-added tax (“VAT”) liability which relates to periods prior to January 1, 2019. We have established a reserve for this matter based upon our estimate of the amount of loss that is both probable and estimable, and have reflected this reserve through an immaterial restatement of our consolidated financial statements. As a result, certain line items in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 have been restated to reflect the immaterial restatement. See Note 2.n. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the effect of the immaterial restatement on certain line items in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018.

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General

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) that are typically retained by customers for many years, technology escrow services that protect and manage source code and revenues associated with our data center operations. Service revenues include charges for related service activities, the most significant of which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records and courier operations, consisting primarily of the pickup and delivery of records upon customer request; (2) destruction services, consisting primarily of secure shredding of sensitive documents and the related sale of recycled paper, the price of which can fluctuate from period to period, and customer termination and permanent removal fees; (3) other services, including the scanning, imaging and document conversion services of active and inactive records and project revenues; and (4) consulting services. Our service revenue growth has been negatively impacted by declining activity rates as stored records are becoming less active. While customers continue to store their records and tapes with us, they are less likely than they have been in the past to retrieve records for research and other purposes, thereby reducing service activity levels.

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. Selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, IT, 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.

The expansion of our international businesses has impacted the major cost of sales components and selling, general and administrative expenses. Our international operations are more labor intensive relative to revenue than our operations in North America and, therefore, labor costs are a higher percentage of international segment revenue. In addition, the overhead structure of our expanding international operations has generally not achieved the same level of overhead leverage as our North American segments, which may result in an increase in selling, general and administrative expenses as a percentage of consolidated revenue as our international operations become a larger percentage of our consolidated results.

Our consolidated revenues and expenses are subject to the net effect of foreign currency translation related to our operations outside the United States. It is difficult to predict the future fluctuations of foreign currency exchange rates and how those fluctuations will impact our Consolidated Statements of Operations. As a result of the relative size of our international operations, these fluctuations may be material on individual balances. Our revenues and expenses from our international operations are generally denominated in the local currency of the country in which they are derived or incurred. Therefore, 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 2018 results at the 2019 average exchange rates. Constant currency growth rates are a non-GAAP measure.

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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 United States dollar-reported revenues and expenses:



	Percentage of United States Dollar-Reported Revenue for the Three Months Ended September 30,				Average Exchange Rates for the Three Months Ended September 30,				Percentage Strengthening / (Weakening) of Foreign Currency
	2019		2018		2019		2018		Percentage Strengthening / (Weakening) of Foreign Currency
Australian dollar	3.4	%	3.6	%	$	0.685	$	0.731	(6.3	)%
Brazilian real	2.6	%	2.7	%	$	0.252	$	0.254	(0.8	)%
British pound sterling	6.2	%	6.4	%	$	1.233	$	1.303	(5.4	)%
Canadian dollar	5.7	%	5.8	%	$	0.757	$	0.765	(1.0	)%
Euro	7.3	%	7.5	%	$	1.112	$	1.163	(4.4	)%



	Percentage of United States Dollar-Reported Revenue for the Nine Months Ended September 30,				Average Exchange Rates for the Nine Months Ended September 30,				Percentage Strengthening / (Weakening) of Foreign Currency
	2019		2018		2019		2018		Percentage Strengthening / (Weakening) of Foreign Currency
Australian dollar	3.4	%	3.8	%	$	0.699	$	0.758	(7.8	)%
Brazilian real	2.6	%	2.9	%	$	0.258	$	0.280	(7.9	)%
British pound sterling	6.4	%	6.7	%	$	1.273	$	1.352	(5.8	)%
Canadian dollar	5.7	%	6.0	%	$	0.752	$	0.777	(3.2	)%
Euro	7.4	%	7.2	%	$	1.124	$	1.195	(5.9	)%

The percentage of United States dollar-reported revenues for all other foreign currencies was 12.5% and 12.6% for the three and nine months ended September 30, 2019, respectively, and 12.4% and 12.6% for the three and nine months ended September 30, 2018, respectively.

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Non-GAAP Measures

Adjusted EBITDA

Adjusted EBITDA is defined as income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes 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 (including real estate); (2) intangible impairments; (3) other (income) expense, net (which includes foreign currency transaction (gains) losses, net); and (4) Significant Acquisition Costs. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We use multiples of current or projected Adjusted EBITDA in conjunction with our discounted cash flow models to determine our estimated overall enterprise valuation and to evaluate acquisition targets. We believe Adjusted EBITDA and Adjusted EBITDA 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 EBITDA excludes both 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 EBITDA 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 EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, income (loss) from continuing operations, net income (loss) or cash flows from operating activities from continuing operations (as determined in accordance with GAAP).

Reconciliation of Income (Loss) from Continuing Operations to Adjusted EBITDA (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Income (Loss) from Continuing Operations	$	108,284		$	77,349		$	231,107		$	209,001
Add/(Deduct):
Provision (Benefit) for Income Taxes	21,928			14,023			43,127			39,957
Other (Income) Expense, Net	(13,415		)	325			(13,397		)	1,420
Interest Expense, Net	106,677			103,938			314,427			303,836
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(9,284		)	(388		)	(17,087		)	(2,064		)
Depreciation and amortization	157,561			157,797			484,375			474,595
Significant Acquisition Costs	3,950			9,286			8,597			38,715
Adjusted EBITDA	$	375,701		$	362,330		$	1,051,149		$	1,065,460

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Adjusted EPS

Adjusted EPS is defined as reported earnings per share fully diluted from continuing operations excluding: (1) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); (2) intangible impairments; (3) other (income) expense, net (which includes foreign currency transaction (gains) losses, net); (4) Significant Acquisition Costs; and (5) the tax impact of reconciling items and discrete tax items. Adjusted EPS includes income (loss) attributable to noncontrolling interests. 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 September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Reported EPS—Fully Diluted from Continuing Operations	$	0.37		$	0.27		$	0.80		$	0.73
Add/(Deduct):
Income (Loss) Attributable to Noncontrolling Interests	—			—			0.01			—
Other (Income) Expense, Net	(0.05		)	—			(0.05		)	—
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(0.03		)	—			(0.06		)	—
Significant Acquisition Costs	0.01			0.03			0.03			0.14
Tax Impact of Reconciling Items and Discrete Tax Items(1)	—			(0.02		)	(0.01		)	(0.06		)
Adjusted EPS—Fully Diluted from Continuing Operations(2)	$	0.32		$	0.28		$	0.71		$	0.80

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(1)

The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and nine months ended September 30, 2019 and 2018 is primarily due to (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and nine months ended September 30, 2019 and 2018 was 18.6% and 20.3%, respectively.


(2)	Columns may not foot due to rounding.

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FFO (Nareit) and FFO (Normalized)

Funds from operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts ("Nareit") and us as net income (loss) excluding depreciation on real estate assets, gains on sale of real estate, net of tax and amortization of data center leased-based intangibles ("FFO (Nareit)"). FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss). Although Nareit has published a definition of FFO, modifications to FFO (Nareit) are common among REITs as companies seek to provide financial measures that most meaningfully reflect their particular business. Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically: (1) (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net; (2) intangible impairments; (3) other (income) expense, net (which includes foreign currency transaction (gains) losses, net); (4) real estate financing lease depreciation; (5) Significant Acquisition Costs; (6) the tax impact of reconciling items and discrete tax items; (7) loss (income) from discontinued operations, net of tax; and (8) loss (gain) on sale of discontinued operations, net of tax.

Reconciliation of Net Income (Loss) to FFO (Nareit) and FFO (Normalized) (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net Income (Loss)	$	108,284		$	65,744		$	231,211		$	196,574
Add/(Deduct):
Real Estate Depreciation(1)	72,939			72,058			220,179			211,499
Gains on Sale of Real Estate, Net of Tax	(9,740		)	(1,348		)	(40,252		)	(1,348		)
Data Center Lease-Based Intangible Assets Amortization(2)	11,356			12,036			35,337			30,437
FFO (Nareit)	182,839			148,490			446,475			437,162
Add/(Deduct):
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net	369			960			28,558			(716		)
Other (Income) Expense, Net(3)	(13,415		)	325			(13,397		)	1,420
Real Estate Financing Lease Depreciation	3,115			3,374			9,732			10,323
Significant Acquisition Costs	3,950			9,286			8,597			38,715
Tax Impact of Reconciling Items and Discrete Tax Items(4)	1,283			(6,347		)	(9,202		)	(18,165		)
Loss (Income) from Discontinued Operations, Net of Tax(5)	—			11,605			(104		)	12,427
FFO (Normalized)	$	178,141		$	167,693		$	470,659		$	481,166

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(1)	Includes depreciation expense related to owned real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking), excluding depreciation related to real estate financing leases.


(2)	Includes amortization expense for data center in-place lease intangible assets and data center tenant relationship intangible assets as discussed in Note 2.b. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

(3)

Includes foreign currency transaction (gains) losses, net of $(18.3) million and $(19.9) million in the three and nine months ended September 30 2019, respectively, and $0.7 million and $3.8 million in the three and nine months ended September 30, 2018, respectively. See Note 2.k. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.

(4)

Represents the tax impact of (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $1.0 million and $(5.5) million for the three and nine months ended September 30, 2019, respectively, and $(4.0) million and $(14.6) million for the three and nine months ended September 30, 2018, respectively.


(5)	Net of a de minimis tax benefit for the three and nine months ended September 30, 2019 and 2018.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies include the following, which are listed in no particular order:


•	Revenue Recognition


•	Accounting for Acquisitions


•	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. We have determined that no material changes concerning our critical accounting policies have occurred since December 31, 2018, other than the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), as amended ("ASU 2016-02"), as described in Note 2.d. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

Recent Accounting Pronouncements

See Note 2.l. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a description of recently issued accounting pronouncements, including those recently adopted.

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Results of Operations

Comparison of the three and nine months ended September 30, 2019 to the three and nine months ended September 30, 2018 (in thousands):



	Three Months Ended September 30,
	Three Months Ended September 30,						Dollar Change			Percentage Change
	2019			2018			Dollar Change			Percentage Change
Revenues	$	1,062,224		$	1,060,991		$	1,233		0.1	%
Operating Expenses	838,750			865,356			(26,606		)	(3.1	)%
Operating Income	223,474			195,635			27,839			14.2	%
Other Expenses, Net	115,190			118,286			(3,096		)	(2.6	)%
Income from Continuing Operations	108,284			77,349			30,935			40.0	%
(Loss) Income from Discontinued Operations, Net of Tax	—			(11,605		)	11,605			(100.0	)%
Net Income	108,284			65,744			42,540			64.7	%
Net Income (Loss) Attributable to Noncontrolling Interests	609			(125		)	734			(587.2	)%
Net Income Attributable to Iron Mountain Incorporated	$	107,675		$	65,869		$	41,806		63.5	%
Adjusted EBITDA(1)	$	375,701		$	362,330		$	13,371		3.7	%
Adjusted EBITDA Margin(1)	35.4		%	34.2		%



	Nine Months Ended September 30,
	Nine Months Ended September 30,						Dollar Change			Percentage Change
	2019			2018			Dollar Change			Percentage Change
Revenues	$	3,182,994		$	3,164,272		$	18,722		0.6	%
Operating Expenses	2,607,730			2,610,058			(2,328		)	(0.1	)%
Operating Income	575,264			554,214			21,050			3.8	%
Other Expenses, Net	344,157			345,213			(1,056		)	(0.3	)%
Income from Continuing Operations	231,107			209,001			22,106			10.6	%
Income (Loss) from Discontinued Operations, Net of Tax	104			(12,427		)	12,531			(100.8	)%
Net Income	231,211			196,574			34,637			17.6	%
Net Income Attributable to Noncontrolling Interests	1,534			485			1,049			216.3	%
Net Income Attributable to Iron Mountain Incorporated	$	229,677		$	196,089		$	33,588		17.1	%
Adjusted EBITDA(1)	$	1,051,149		$	1,065,460		$	(14,311	)	(1.3	)%
Adjusted EBITDA Margin(1)	33.0		%	33.7		%

______________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.

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REVENUES

Consolidated revenues consists of the following (in thousands):



	Three Months Ended September 30,							Percentage Change
	Three Months Ended September 30,				Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
	2019		2018		Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
Storage Rental	$	673,318	$	656,973	$	16,345		2.5	%	4.0	%	3.0	%
Service	388,906		404,018		(15,112		)	(3.7	)%	(2.1	)%	(3.0	)%
Total Revenues	$	1,062,224	$	1,060,991	$	1,233		0.1	%	1.7	%	0.7	%



	Nine Months Ended September 30,							Percentage Change
	Nine Months Ended September 30,				Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
	2019		2018		Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
Storage Rental	$	2,005,580	$	1,963,561	$	42,019		2.1	%	4.5	%	2.5	%
Service	1,177,414		1,200,711		(23,297		)	(1.9	)%	0.7	%	(1.2	)%
Total Revenues	$	3,182,994	$	3,164,272	$	18,722		0.6	%	3.1	%	1.1	%

_______________________________________________________________________________


(1)	Constant currency growth rates are calculated by translating the 2018 results at the 2019 average exchange rates.


(2)	Our organic revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.

Storage Rental Revenues

In the three and nine months ended September 30, 2019, the increase in reported consolidated storage rental revenues was driven by the favorable impact of acquisitions/divestitures and consolidated organic storage rental revenue growth, partially offset by unfavorable fluctuations in foreign currency exchange rates. The net impact of acquisitions/divestitures contributed 2.0% to the reported storage rental revenue growth rates for the nine months ended September 30, 2019 compared to the prior year period, primarily driven by acquisitions in our Global Data Center Business segment. Organic storage rental revenue growth of 2.5% in the nine months ended September 30, 2019 compared to the prior year period was driven by organic storage rental revenue growth of 2.0% in our North American Records and Information Management Business segment due to revenue management partially offset by volume decreases, as well as organic storage rental revenue growth of 3.1% and 4.3% in our Western European Business and Other International Business segments, respectively, primarily a result of volume increases and, to a lesser extent, revenue management. Organic storage rental revenue growth in our Global Data Center Business segment was 5.1% for the nine months ended September 30, 2019 compared to the prior year period, primarily related to a $3.4 million lease modification fee that benefited organic storage rental revenue growth for the segment by 2.2%. Organic storage rental revenue growth in our North American Data Management Business segment was negative 2.1% for the nine months ended September 30, 2019 compared to the prior year period due to lower storage volume, partially offset by the impact of revenue management. Excluding the impact of acquisitions/divestitures, global records management net volumes as of September 30, 2019 increased by 0.4% over the ending volume as of September 30, 2018. Including the impact of acquisitions/divestitures, global records management net volumes as of September 30, 2019 increased by 1.0% over the ending volume at September 30, 2018, supported by net volume increases of 1.5% and 5.2% in our Western European Business and Other International Business segments, respectively, partially offset by a net volume decrease of 1.0% in our North American Records and Information Management Business segment. Foreign currency exchange rate fluctuations decreased our reported storage rental revenue growth rate for the nine months ended September 30, 2019 by 2.4%, compared to the prior year period.

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Service Revenues

In the three and nine months ended September 30, 2019, the decrease in reported consolidated service revenues was driven by unfavorable fluctuations in foreign currency exchange rates and negative organic service revenue growth, partially offset by the favorable impact of acquisitions/divestitures. Foreign currency exchange rate fluctuations decreased our reported service revenue growth rate for the nine months ended September 30, 2019 by 2.6%, compared to the prior year period. In the nine months ended September 30, 2019, organic service revenue growth was negative 1.2% compared to the prior year period, primarily driven by continued declines in organic service revenue activity levels in our North American Data Management Business segment resulting in negative 3.4% organic service revenue growth in this segment, as the storage business in this segment becomes more archival in nature and tape volumes decline, and negative organic service revenue growth of 1.1% in our North American Records and Information Management Business segment reflecting recent declines in recycled paper prices and lower destruction activity. The net impact of acquisitions/divestitures contributed 1.9% to the reported service revenue growth rates for the nine months ended September 30, 2019, compared to the prior year period.

Total Revenues

For the reasons stated above, our reported consolidated revenues increased $1.2 million, or 0.1%, to $1,062.2 million and $18.7 million, or 0.6%, to $3,183.0 million for the three and nine months ended September 30, 2019, respectively, from $1,061.0 million and $3,164.3 million for the three and nine months ended September 30, 2018, respectively. The net impact of acquisitions/divestitures contributed 2.0% to the reported consolidated revenue growth rate for the nine months ended September 30, 2019 compared to the prior year period. Consolidated organic revenue growth was 1.1% in the nine months ended September 30, 2019 compared to the prior year period. Foreign currency exchange rate fluctuations decreased our reported consolidated revenue growth rate for the nine months ended September 30, 2019 by 2.5%, compared to the prior year period.

Organic Growth—Eight-Quarter Trend



	2017		2018								2019
	Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter
Storage Rental Revenue	4.2	%	3.7	%	1.9	%	2.3	%	1.9	%	2.0	%	2.4	%	3.0	%
Service Revenue	(0.1	)%	1.4	%	7.6	%	7.1	%	6.1	%	1.8	%	(2.0	)%	(3.0	)%
Total Revenues	2.5	%	2.8	%	4.1	%	4.1	%	3.5	%	1.9	%	0.7	%	0.7	%

We expect our consolidated organic storage rental revenue growth rate for 2019 to be approximately 2.5% and our consolidated organic total revenue growth rate to be approximately 1.0%. During the past eight quarters, our organic storage rental revenue growth rate has ranged between 1.9% and 4.2%. Consolidated organic storage rental revenue growth and consolidated total organic revenue growth for the second quarter of 2018 were negatively impacted by 0.8% and 0.5%, respectively, related to a $4.2 million customer termination fee in our Global Data Center Business segment in the second quarter of 2017. Consolidated organic storage rental revenue growth and consolidated total organic revenue growth were benefited by 0.3% and 0.2%, respectively, for the second quarter of 2019 and by 0.3% and 0.2%, respectively, for the third quarter of 2019, in each case related to a $1.7 million customer lease modification fee in our Global Data Center Business segment. We expect similar benefits in the fourth quarter of 2019 related to this lease modification fee, which will total approximately $5.4 million for the full year 2019. Our organic storage rental revenue growth rates have declined over the past two fiscal years, as organic storage rental revenue growth for full year 2017 and 2018 was 3.9% and 2.4%, respectively. At various points in the economic cycle, organic storage rental revenue growth may be influenced by changes in pricing and volume. In 2018 and in the nine months ended September 30, 2019, we experienced modest volume declines in our North American Records and Information Management Business and North American Data Management Business segments, with organic storage rental revenue growth in these segments coming primarily from revenue management and volume growth in our Western European Business and Other International Business segments. Within these business segments, we expect these trends to continue into the next few years.

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The organic growth rate for service revenue is inherently more volatile than the organic growth rate for storage rental revenues 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 organic growth rate for total service revenues over the past eight quarters reflects reduced retrieval/re-file activity and a related decrease in transportation revenues within our North American Records and Information Management Business and Western European Business segments, as well as continued declines in service revenue activity levels in our North American Data Management Business segment, as the storage business becomes more archival in nature and tape volumes decline. The recent increases in organic service revenue growth rates of 7.6%, 7.1% and 6.1% in the second, third and fourth quarters of 2018 reflect a strong contribution from our secure shredding business, which benefited from higher recycled paper prices, higher destruction activity and acquisitions of customer relationships. Organic service revenue growth declined to 1.8%, negative 2.0% and negative 3.0% for the first, second and third quarters of 2019, respectively, reflecting declining recycled paper prices and moderation of destruction activity compared to previous quarters. We expect these trends to continue into 2020.

OPERATING EXPENSES

Cost of Sales

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



	Three Months Ended September 30,							Percentage Change				% of Consolidated Revenues				Percentage Change (Favorable)/ Unfavorable
								Percentage Change
					Dollar Change			Actual		Constant Currency
	2019		2018		Dollar Change			Actual		Constant Currency		2019		2018
Labor	$	200,471	$	199,892	$	579		0.3	%	2.2	%	18.9	%	18.8	%	0.1	%
Facilities	171,700		161,634		10,066			6.2	%	8.0	%	16.2	%	15.2	%	1.0	%
Transportation	40,137		40,573		(436		)	(1.1	)%	0.6	%	3.8	%	3.8	%	—	%
Product Cost of Sales and Other	37,064		43,027		(5,963		)	(13.9	)%	(12.1	)%	3.5	%	4.1	%	(0.6	)%
Significant Acquisition Costs	1,945		2,892		(947		)	(32.7	)%	(30.1	)%	0.2	%	0.3	%	(0.1	)%
Total Cost of Sales	$	451,317	$	448,018	$	3,299		0.7	%	2.6	%	42.5	%	42.2	%	0.3	%



	Nine Months Ended September 30,							Percentage Change				% of Consolidated Revenues				Percentage Change (Favorable)/ Unfavorable
								Percentage Change
					Dollar Change			Actual		Constant Currency
	2019		2018		Dollar Change			Actual		Constant Currency		2019		2018
Labor	$	612,385	$	615,898	$	(3,513	)	(0.6	)%	2.6	%	19.2	%	19.5	%	(0.3	)%
Facilities	523,369		486,196		37,173			7.6	%	10.5	%	16.4	%	15.4	%	1.0	%
Transportation	123,136		118,930		4,206			3.5	%	6.3	%	3.9	%	3.8	%	0.1	%
Product Cost of Sales and Other	114,937		122,164		(7,227		)	(5.9	)%	(2.6	)%	3.6	%	3.9	%	(0.3	)%
Significant Acquisition Costs	4,136		5,015		(879		)	(17.5	)%	(14.1	)%	0.1	%	0.2	%	(0.1	)%
Total Cost of Sales	$	1,377,963	$	1,348,203	$	29,760		2.2	%	5.2	%	43.3	%	42.6	%	0.7	%

Labor

Labor expenses decreased to 19.2% of consolidated revenues in the nine months ended September 30, 2019 compared to 19.5% in the nine months ended September 30, 2018. The decrease in labor expenses as a percentage of consolidated revenues was primarily driven by improvements across our North American Data Management Business, Western European Business and Other International Business segments, partially attributable to ongoing cost management actions. On a constant dollar basis, labor expenses for the nine months ended September 30, 2019 increased by $15.4 million, or 2.6%, compared to the prior year period, primarily driven by acquisitions in our Adjacent Businesses operating segment within our Corporate and Other Business segment, as well as increased labor costs related to growth of our shredding operations within our North American Records and Information Management Business segment.

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Facilities

Facilities expenses increased to 16.4% of consolidated revenues in the nine months ended September 30, 2019 compared to 15.4% in the nine months ended September 30, 2018. The 100 basis point increase in facilities expenses as a percentage of consolidated revenues was driven primarily by acquisitions in our Global Data Center Business segment and our Adjacent Businesses operating segment within our Corporate and Other Business segment. On a constant dollar basis, facilities expenses for the nine months ended September 30, 2019 increased by $49.6 million, or 10.5%, compared to the prior year period, driven by higher rent expense, insurance costs, utilities and building maintenance, in part driven by the acquisitions mentioned above.

Transportation

Transportation expenses increased to 3.9% of consolidated revenues in the nine months ended September 30, 2019 compared to 3.8% in the nine months ended September 30, 2018. The increase in transportation expenses as a percentage of consolidated revenues was primarily driven by increases in third party carrier expenses, in part due to recent acquisitions in our Adjacent Businesses operating segment within our Corporate and Other Business segment. On a constant dollar basis, transportation expenses for the nine months ended September 30, 2019 increased by $7.3 million, or 6.3%, compared to the prior year period, primarily driven by acquisitions in our Adjacent Businesses operating segment within our Corporate and Other Business segment.

Product Cost of Sales and Other

Product cost of sales and other, which includes cartons, media and other service, storage and supply costs and is highly correlated to service revenue streams, particularly project revenues, were 3.6% of consolidated revenues for the nine months ended September 30, 2019 compared to 3.9% in the nine months ended September 30, 2018. On a constant dollar basis, product cost of sales and other decreased by $3.1 million, or 2.6%, compared to the prior year period, primarily driven by lower special project costs.

Significant Acquisition Costs

Significant Acquisition Costs included in cost of sales were $4.1 million and $5.0 million in the nine months ended September 30, 2019 and 2018, respectively, and primarily consisted of employee severance costs and facility integration costs associated with the Recall Transaction.

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Selling, General and Administrative Expenses

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



	Three Months Ended September 30,							Percentage Change				% of Consolidated Revenues				Percentage Change (Favorable)/ Unfavorable
								Percentage Change
					Dollar Change			Actual		Constant Currency
	2019		2018		Dollar Change			Actual		Constant Currency		2019		2018
General and Administrative	$	133,796	$	148,456	$	(14,660	)	(9.9	)%	(8.6	)%	12.6	%	14.0	%	(1.4	)%
Sales, Marketing and Account Management	58,011		59,031		(1,020		)	(1.7	)%	(0.3	)%	5.5	%	5.6	%	(0.1	)%
Information Technology	37,781		39,588		(1,807		)	(4.6	)%	(3.7	)%	3.6	%	3.7	%	(0.1	)%
Bad Debt Expense	7,563		6,460		1,103			17.1	%	20.6	%	0.7	%	0.6	%	0.1	%
Significant Acquisition Costs	2,005		6,394		(4,389		)	(68.6	)%	(68.4	)%	0.2	%	0.6	%	(0.4	)%
Total Selling, General and Administrative Expenses	$	239,156	$	259,929	$	(20,773	)	(8.0	)%	(6.7	)%	22.5	%	24.5	%	(2.0	)%



	Nine Months Ended September 30,							Percentage Change				% of Consolidated Revenues				Percentage Change (Favorable)/ Unfavorable
								Percentage Change
					Dollar Change			Actual		Constant Currency
	2019		2018		Dollar Change			Actual		Constant Currency		2019		2018
General and Administrative	$	428,970	$	429,670	$	(700	)	(0.2	)%	2.1	%	13.5	%	13.6	%	(0.1	)%
Sales, Marketing and Account Management	186,717		191,441		(4,724		)	(2.5	)%	(0.4	)%	5.9	%	6.1	%	(0.2	)%
Information Technology	125,981		116,340		9,641			8.3	%	9.8	%	4.0	%	3.7	%	0.3	%
Bad Debt Expense	16,350		18,173		(1,823		)	(10.0	)%	(7.9	)%	0.5	%	0.6	%	(0.1	)%
Significant Acquisition Costs	4,461		33,700		(29,239		)	(86.8	)%	(86.6	)%	0.1	%	1.1	%	(1.0	)%
Total Selling, General and Administrative Expenses	$	762,479	$	789,324	$	(26,845	)	(3.4	)%	(1.4	)%	24.0	%	24.9	%	(0.9	)%

General and Administrative

General and administrative expenses decreased to 13.5% of consolidated revenues in the nine months ended September 30, 2019 compared to 13.6% in the nine months ended September 30, 2018. General and administrative expenses for the nine months ended September 30, 2018 includes $10.8 million of indirect expenses associated with a value-added tax matter in the Netherlands (the "Netherlands VAT Matter"), as described in Note 2.n. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report. On a constant dollar basis, excluding the impact of the Netherlands VAT Matter, general and administrative expenses for the nine months ended September 30, 2019 increased by $19.6 million, or 4.8%, compared to the prior year period. The increase in general and administrative expenses as a percentage of consolidated revenues was driven mainly by higher compensation expense and professional fees within the Corporate and Other Business segment, primarily associated with our new global operations support team that is tasked with driving operational improvements and continued investment in innovation and product development, as well as acquisitions in the Adjacent Businesses operating segment within our Corporate and Other Business segment. The increase in compensation expense is primarily the result of merit-based increases as well as increased headcount, partially offset by a reduction in variable compensation expense. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, general and administrative expenses decreased by $11.1 million, or 7.6%, compared to the prior year period on a constant dollar basis, primarily driven by a reduction in variable compensation expense as well as cost management actions.

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Sales, Marketing and Account Management

Sales, marketing and account management expenses decreased to 5.9% of consolidated revenues in the nine months ended September 30, 2019 compared to 6.1% in the nine months ended September 30, 2018. The decrease in sales, marketing and account management expenses as a percentage of consolidated revenues was driven by a decrease in compensation expense, primarily due to lower commissions expense, as well as a decrease in marketing costs. On a constant dollar basis, sales, marketing and account management expenses for the nine months ended September 30, 2019 decreased by $0.7 million, or 0.4%, compared to the prior year period, primarily driven by lower marketing costs.

Information Technology

IT expenses increased to 4.0% of consolidated revenues in the nine months ended September 30, 2019 compared to 3.7% in the nine months ended September 30, 2018. IT expenses as a percentage of consolidated revenues reflect an increase in professional fees and compensation expense, primarily related to information security costs and investments in innovation and product development. On a constant dollar basis, IT expenses for the nine months ended September 30, 2019 increased by $11.3 million, or 9.8%, compared to the prior year period, primarily driven by an increase in professional fees and compensation expense, primarily related to information security costs and investments in innovation and product development.

Bad Debt Expense

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. Bad debt expense for the nine months ended September 30, 2019 decreased by $1.4 million on a constant dollar basis compared to the prior year period, primarily driven by lower bad debt expense associated with our Western European Business and Other International Business segments.

Significant Acquisition Costs

Significant Acquisition Costs included in selling, general and administrative expenses were $4.5 million and $33.7 million in the nine months ended September 30, 2019 and 2018, respectively, and primarily consisted of advisory and professional fees, as well as severance costs.

Depreciation and Amortization

Our depreciation and amortization charges result primarily from depreciation related to storage systems, which include racking structures, buildings, building and leasehold improvements and computer systems hardware and software. Amortization relates primarily to customer relationship intangible assets, contract fulfillment costs and data center lease-based intangible assets. Both depreciation and amortization are impacted by the timing of acquisitions.

Depreciation expense decreased $1.4 million, or 0.4%, on a reported dollar basis for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. See Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.

Amortization expense increased $11.2 million, or 8.2%, on a reported dollar basis for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

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Gain on disposal/write-down of property, plant and equipment, net

Consolidated gain on disposal/write-down of property, plant and equipment, net, for the three and nine months ended September 30, 2019 was approximately $9.3 million and $17.1 million, respectively.

During the second quarter of 2019, we began exploring strategic options regarding how to maintain and support the infrastructure of select offerings within our Iron Mountain Iron Cloud (“Iron Cloud”) portfolio. As a result, during the second quarter of 2019, we performed a long-lived asset impairment analysis on the assets associated with these select offerings and concluded that the associated carrying value of the long-lived assets (which consisted entirely of property, plant and equipment) was not recoverable based upon the underlying cash flows associated with these select offerings. On September 30, 2019, we entered into an agreement (the “Iron Cloud Outsourcing Agreement”) with a wholesale provider of data infrastructure and data management services to outsource the operation, infrastructure management and maintenance and delivery of select offerings within our Iron Cloud portfolio. In conjunction with the entry into the Iron Cloud Outsourcing Agreement, we also sold certain IT infrastructure assets and the rights to certain hardware and software maintenance contracts used to deliver these Iron Cloud offerings. As a result of our long-lived asset impairment analysis and sale of certain IT infrastructure assets and rights to certain hardware and software maintenance contracts, we recognized an impairment charge and a loss on sale of the assets totaling approximately $0.8 million and $24.8 million during the three and nine months ended September 30, 2019, respectively.

The gain for the nine months ended September 30, 2019 consisted primarily of gains associated with (i) a sale-leaseback transaction of five facilities in the United States of approximately $9.8 million during the third quarter of 2019 and (ii) the sale of certain land and buildings in the United Kingdom of approximately $36.0 million during the second quarter of 2019. These gains were partially offset by losses primarily associated with (i) the impairment charge on the assets associated with the select offerings within our Iron Cloud portfolio, as described above, and (ii) the write-down of certain property, plant and equipment in our North American Records and Information Management Business of approximately $3.1 million.

OTHER EXPENSES, NET

Interest Expense, Net

Consolidated interest expense, net increased $10.6 million, or 3.5%, to $314.4 million in the nine months ended September 30, 2019 from $303.8 million in the nine months ended September 30, 2018. This increase was a result of higher average debt outstanding during the nine months ended September 30, 2019. See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.

Other (Income) Expense, Net

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



	Three Months Ended September 30,						Dollar Change			Nine Months Ended September 30,						Dollar Change
	2019			2018			Dollar Change			2019			2018			Dollar Change
Foreign currency transaction (gains) losses, net	$	(18,251	)	$	664		$	(18,915	)	$	(19,885	)	$	3,825		$	(23,710	)
Other, net	4,836			(339		)	5,175			6,488			(2,405		)	8,893
Other (Income) Expense, Net	$	(13,415	)	$	325		$	(13,740	)	$	(13,397	)	$	1,420		$	(14,817	)

Foreign Currency Transaction (Gains) Losses

We recorded net foreign currency transaction gains of $19.9 million in the nine months ended September 30, 2019, based on period-end exchange rates. These gains resulted primarily from the impact of changes in the exchange rate of the British pound sterling against the United States dollar compared to December 31, 2018 on our intercompany balances with and between certain of our subsidiaries.

We recorded net foreign currency transaction losses of $3.8 million in the nine months ended September 30, 2018, based on period-end exchange rates. These losses resulted primarily from the impact of changes in the exchange rate of each of the Australian dollar, Brazilian real and Turkish lira against the United States dollar compared to December 31, 2017 on our intercompany balances with and between certain of our subsidiaries. These losses were partially offset by gains resulting primarily from the impact of changes in the exchange rate of each of the British pound sterling and Canadian dollar against the United States dollar compared to December 31, 2017 on our intercompany balances with and between certain of our subsidiaries and the Euro Notes (as defined below).

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Provision for Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our estimate of the effective tax rate for the years ending December 31, 2019 and 2018 reflect the impact of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Legislation”). See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the impact the Tax Reform Legislation had on us. 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 between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries, as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.

Our effective tax rates for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019(1)		2018(1)		2019(1)		2018(2)
Effective Tax Rate	16.8	%	15.3	%	15.7	%	16.0	%

_______________________________________________________________________________

(1)

(2)

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the nine months ended September 30, 2018 were the benefit derived from the dividends paid deduction, a discrete tax benefit of approximately $14.0 million associated with the resolution of a tax matter and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.

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INCOME (LOSS) FROM CONTINUING OPERATIONS AND ADJUSTED EBITDA

The following table reflects the effect of the foregoing factors on our consolidated income (loss) from continuing operations and Adjusted EBITDA (in thousands):



	Three Months Ended September 30,						Dollar Change		Percentage Change
	2019			2018			Dollar Change		Percentage Change
Income (Loss) from Continuing Operations	$	108,284		$	77,349		$	30,935	40.0	%
Income (Loss) from Continuing Operations as a percentage of Consolidated Revenue	10.2		%	7.3		%
Adjusted EBITDA	$	375,701		$	362,330		$	13,371	3.7	%
Adjusted EBITDA Margin	35.4		%	34.2		%



	Nine Months Ended September 30,						Dollar Change			Percentage Change
	2019			2018			Dollar Change			Percentage Change
Income (Loss) from Continuing Operations	$	231,107		$	209,001		$	22,106		10.6	%
Income (Loss) from Continuing Operations as a percentage of Consolidated Revenue	7.3		%	6.6		%
Adjusted EBITDA	$	1,051,149		$	1,065,460		$	(14,311	)	(1.3	)%
Adjusted EBITDA Margin	33.0		%	33.7		%

Consolidated Adjusted EBITDA for the nine months ended September 30, 2019 decreased by $14.3 million, or 1.3%, and consolidated Adjusted EBITDA Margin decreased by 70 basis points compared to the same prior year period. Adjusted EBITDA for the nine months ended September 30, 2018 was negatively impacted by $10.8 million of indirect tax expenses associated with the Netherlands VAT Matter. Excluding the impact of the Netherlands VAT Matter, consolidated Adjusted EBITDA decreased $25.1 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily as a result of increased labor costs in our secure shredding business, higher technology costs associated with information security investments and higher overhead expenses associated with the growth of our data center business, partially offset by a reduction in variable compensation expense and the impact of cost management actions. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, consolidated Adjusted EBITDA increased by $11.9 million compared to the prior year period, primarily driven by cost management actions as well as a reduction in variable compensation expense.

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

Loss from discontinued operations, net of tax was $12.4 million for the nine months ended September 30, 2018, primarily related to the costs associated with the Recall Divestments (as defined and discussed in Note 13 to Notes to Consolidated Financial Statements in our Annual Report).

NONCONTROLLING INTERESTS

For the nine months ended September 30, 2019 and 2018, net income attributable to noncontrolling interests resulted in a decrease in net income attributable to IMI of $1.5 million and $0.5 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)

See Note 9 to Notes to Consolidated Financial Statements included in our Annual Report for a description of our reportable operating segments.

North American Records and Information Management Business



	Three Months Ended September 30,									Percentage Change
	Three Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	317,820		$	306,633		$	11,187		3.6	%	3.7	%	2.8	%
Service	224,224			232,970			(8,746		)	(3.8	)%	(3.6	)%	(3.2	)%
Segment Revenue	$	542,044		$	539,603		$	2,441		0.5	%	0.6	%	0.2	%
Segment Adjusted EBITDA(1)	$	246,415		$	248,600		$	(2,185	)
Segment Adjusted EBITDA Margin(2)	45.5		%	46.1		%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	938,161		$	917,347		$	20,814		2.3	%	2.6	%	2.0	%
Service	670,536			688,179			(17,643		)	(2.6	)%	(2.2	)%	(1.1	)%
Segment Revenue	$	1,608,697		$	1,605,526		$	3,171		0.2	%	0.5	%	0.7	%
Segment Adjusted EBITDA(1)	$	715,683		$	719,199		$	(3,516	)
Segment Adjusted EBITDA Margin(2)	44.5		%	44.8		%

_______________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.


(2)	Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.

For the nine months ended September 30, 2019, reported revenue in our North American Records and Information Management Business segment increased 0.2%, compared to the nine months ended September 30, 2018, due to organic revenue growth, offset by the unfavorable net impact of acquisitions/dispositions (due to the IMFS Divestment) and foreign currency exchange rates. Organic revenue growth of 0.7% was primarily the result of organic storage rental revenue growth of 2.0% driven by revenue management, partially offset by volume decreases. In addition, negative organic service revenue growth of 1.1% was driven by recent declines in recycled paper prices, lower destructions and reduced retrieval/re-file and related transportation activity, partially offset by growth in secure shredding revenue and increased project activity. Adjusted EBITDA Margin decreased 30 basis points during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily driven by lower recycled paper prices, increased facility rent expense and higher professional fees, partially offset by lower compensation expense and other employee related costs. The decrease in compensation expense is primarily due to a reduction in variable compensation expense, partially offset by increased labor costs related to growth in our shredding operations.

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North American Data Management Business



	Three Months Ended September 30,									Percentage Change
	Three Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	66,497		$	67,779		$	(1,282	)	(1.9	)%	(1.8	)%	(1.2	)%
Service	30,055			29,698			357			1.2	%	1.3	%	(0.5	)%
Segment Revenue	$	96,552		$	97,477		$	(925	)	(0.9	)%	(0.9	)%	(1.0	)%
Segment Adjusted EBITDA(1)	$	54,378		$	53,484		$	894
Segment Adjusted EBITDA Margin(2)	56.3		%	54.9		%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	199,819		$	205,833		$	(6,014	)	(2.9	)%	(2.7	)%	(2.1	)%
Service	89,895			91,639			(1,744		)	(1.9	)%	(1.7	)%	(3.4	)%
Segment Revenue	$	289,714		$	297,472		$	(7,758	)	(2.6	)%	(2.4	)%	(2.5	)%
Segment Adjusted EBITDA(1)	$	157,998		$	162,616		$	(4,618	)
Segment Adjusted EBITDA Margin(2)	54.5		%	54.7		%

_______________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.


(2)	Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.

For the nine months ended September 30, 2019, reported revenue in our North American Data Management Business segment decreased 2.6%, compared to the nine months ended September 30, 2018, primarily due to negative organic revenue growth. The negative organic revenue growth of 2.5% was primarily attributable to a decline in organic service revenue growth of 3.4% due to continued declines in service revenue activity levels as the business becomes more archival in nature and tape volumes decrease, as well as a decline in organic storage rental revenue of 2.1%, primarily attributable to volume decreases, partially offset by the impact of revenue management. Adjusted EBITDA Margin increased 140 basis points for the three months ended September 30, 2019 compared to the three months ended September 30. 2018, primarily driven by cost management actions. Adjusted EBITDA Margin decreased 20 basis points during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily associated with investments in new products and services, as well as lower revenue not being offset by lower fixed costs, partially offset by cost management actions.

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Western European Business



	Three Months Ended September 30,									Percentage Change
	Three Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	78,009		$	79,492		$	(1,483	)	(1.9	)%	2.9	%	3.7	%
Service	43,428			46,862			(3,434		)	(7.3	)%	(2.7	)%	(3.8	)%
Segment Revenue	$	121,437		$	126,354		$	(4,917	)	(3.9	)%	0.8	%	0.9	%
Segment Adjusted EBITDA(1)	$	38,639		$	40,817		$	(2,178	)
Segment Adjusted EBITDA Margin(2)	31.8		%	32.3		%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	237,258		$	245,883		$	(8,625	)	(3.5	)%	2.3	%	3.1	%
Service	140,259			147,986			(7,727		)	(5.2	)%	0.5	%	0.2	%
Segment Revenue	$	377,517		$	393,869		$	(16,352	)	(4.2	)%	1.6	%	2.0	%
Segment Adjusted EBITDA(1)	$	122,011		$	131,377		$	(9,366	)
Segment Adjusted EBITDA Margin(2)	32.3		%	33.4		%

_______________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.


(2)	Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.

For the nine months ended September 30, 2019, reported revenue in our Western European Business segment decreased 4.2%, compared to the nine months ended September 30, 2018, due to unfavorable fluctuations in foreign currency exchange rates, partially offset by organic revenue growth. Organic revenue growth was 2.0%, primarily attributable to organic storage rental revenue growth of 3.1%, primarily associated with volume increases and, to a lesser extent, revenue management, as well as organic service revenue growth of 0.2%, reflecting higher destruction activity partially offset by reduced project activity and core service declines. For the nine months ended September 30, 2019, foreign currency exchange rate fluctuations decreased our reported revenues for the Western European Business segment by 5.8% compared to the prior year period due to the weakening of the British pound sterling and Euro against the United States dollar. Adjusted EBITDA Margin decreased 110 basis points during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily driven by higher facilities costs, compensation expense and professional fees. The higher facilities costs reflect increased rent and utility costs, partially offset by lower property taxes.

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Other International Business



	Three Months Ended September 30,									Percentage Change
	Three Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	128,715		$	124,920		$	3,795		3.0	%	7.2	%	4.5	%
Service	69,013			75,719			(6,706		)	(8.9	)%	(3.8	)%	(5.7	)%
Segment Revenue	$	197,728		$	200,639		$	(2,911	)	(1.5	)%	3.0	%	0.6	%
Segment Adjusted EBITDA(1)	$	62,120		$	60,106		$	2,014
Segment Adjusted EBITDA Margin(2)	31.4		%	30.0		%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	387,086		$	386,278		$	808		0.2	%	7.6	%	4.3	%
Service	211,421			232,655			(21,234		)	(9.1	)%	(1.0	)%	(2.8	)%
Segment Revenue	$	598,507		$	618,933		$	(20,426	)	(3.3	)%	4.4	%	1.6	%
Segment Adjusted EBITDA(1)	$	178,993		$	181,305		$	(2,312	)
Segment Adjusted EBITDA Margin(2)	29.9		%	29.3		%

_____________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.


(2)	Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.

In the nine months ended September 30, 2019, reported revenue in our Other International Business segment decreased 3.3% compared to the nine months ended September 30, 2018, due to unfavorable fluctuations in foreign currency exchange rates, partially offset by organic revenue growth and the favorable impact of acquisitions/divestitures. Organic revenue growth was 1.6%, supported by 4.3% organic storage rental revenue growth, primarily due to volume increases and, to a lesser extent, revenue management, partially offset by negative 2.8% organic service revenue growth, primarily due to a decrease in project activity. The net impact of acquisitions/divestitures contributed 2.8% to reported revenue growth for the nine months ended September 30, 2019, compared to the prior year period. For the nine months ended September 30, 2019, foreign currency exchange rate fluctuations decreased our reported revenues for the Other International Business segment by 7.7% compared to the prior year period primarily due to the weakening of the Australian dollar and Brazilian real against the United States dollar. Adjusted EBITDA Margin increased 60 basis points for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to compensation expense growing at a lower rate than revenue and a decrease in transportation costs, partially offset by higher facilities costs, mainly rent expense, and building maintenance costs.

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Global Data Center Business



	Three Months Ended September 30,									Percentage Change
	Three Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	62,001		$	60,039		$	1,962		3.3	%	4.1	%	4.1	%
Service	2,417			3,341			(924		)	(27.7	)%	(27.5	)%	(27.2	)%
Segment Revenue	$	64,418		$	63,380		$	1,038		1.6	%	2.5	%	2.4	%
Segment Adjusted EBITDA(1)	$	32,261		$	27,299		$	4,962
Segment Adjusted EBITDA Margin(2)	50.1		%	43.1		%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	182,301		$	157,479		$	24,822		15.8	%	16.4	%	5.1	%
Service	5,944			7,399			(1,455		)	(19.7	)%	(19.6	)%	(25.3	)%
Segment Revenue	$	188,245		$	164,878		$	23,367		14.2	%	14.7	%	3.7	%
Segment Adjusted EBITDA(1)	$	85,913		$	72,990		$	12,923
Segment Adjusted EBITDA Margin(2)	45.6		%	44.3		%

_____________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.


(2)	Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.

For the nine months ended September 30, 2019, reported revenue in our Global Data Center Business segment increased 14.2% compared to the nine months ended September 30, 2018, primarily due to the impact of acquisitions (see Note 6 of Notes to Consolidated Financial Statements included in our Annual Report for additional acquisition details). The impact of acquisitions contributed 11.0% to the reported revenue growth rate in our Global Data Center Business segment for the nine months ended September 30, 2019 compared to the prior year period. Organic storage rental revenue growth in our Global Data Center Business segment was 5.1% for the nine months ended September 30, 2019 compared to the prior year period, primarily related to a $3.4 million lease modification fee that benefited organic storage rental revenue growth by 2.2%. For the three months ended September 30, 2019 the impact of the lease modification fee of $1.7 million benefited organic storage rental revenue growth by 2.9%. Adjusted EBITDA Margin increased 700 basis points for the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily driven by the impact of the lease modification fee and cost management actions. Adjusted EBITDA increased $12.9 million for the nine months ended September 30, 2019 compared to the prior year period, primarily due to the impact of acquisitions and the lease modification fee described above. Adjusted EBITDA Margin increased 130 basis points during the nine months ended September 30, 2019 compared to the prior year period primarily due to the impact of cost management actions, partially offset by higher facilities costs, in part due to recent acquisitions, and increased overhead to support the growth of this business.

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Corporate and Other Business



	Three Months Ended September 30,								Percentage Change
	Three Months Ended September 30,						Dollar Change		Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change		Actual		Constant Currency		Organic Growth
Storage Rental	$	20,276		$	18,110		$	2,166	12.0	%	12.6	%	5.2	%
Service	19,769			15,428			4,341		28.1	%	29.5	%	15.7	%
Segment Revenue	$	40,045		$	33,538		$	6,507	19.4	%	20.4	%	10.0	%
Segment Adjusted EBITDA(1)	$	(58,112	)	$	(67,976	)	$	9,864
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue	(5.5		)%	(6.4		)%



	Nine Months Ended September 30,									Percentage Change
	Nine Months Ended September 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2019			2018			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	60,955		$	50,741		$	10,214		20.1	%	21.2	%	4.9	%
Service	59,359			32,853			26,506			80.7	%	85.1	%	14.5	%
Segment Revenue	$	120,314		$	83,594		$	36,720		43.9	%	46.1	%	8.6	%
Segment Adjusted EBITDA(1)	$	(209,449	)	$	(202,027	)	$	(7,422	)
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue	(6.6		)%	(6.4		)%

_______________________________________________________________________________


(1)	See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.

Adjusted EBITDA in the Corporate and Other Business segment decreased $7.4 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Adjusted EBITDA for the nine months ended September 30, 2018 was negatively impacted by $10.8 million of indirect tax expenses associated with the Netherlands VAT Matter. Excluding the impact of the Netherlands VAT Matter, Adjusted EBITDA in the Corporate and Other Business segment decreased $18.2 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily driven by higher compensation expense and professional fees associated with investments in our global operations support team that is tasked with driving operational improvements and continued investment in innovation and product development, partially offset by profitability associated with recent acquisitions in our Adjacent Businesses operating segment. The increase in compensation expense is primarily the result of merit-based increases as well as increased headcount, partially offset by a reduction in variable compensation expense. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, Adjusted EBITDA increased by $8.4 million compared to the prior year period, primarily driven by cost management actions as well as a reduction in variable compensation expense.

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Liquidity and Capital Resources

Project Summit

As disclosed in Note 13 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, in October 2019, we announced Project Summit. We estimate that the implementation of Project Summit will result in total restructuring charges (including operating and capital expenditures) of approximately $240.0 million, including approximately $60.0 million of restructuring charges we expect to incur during the fourth quarter of 2019. We expect to substantially complete all actions associated with Project Summit by the end of 2021. We expect a significant portion of the restructuring charges we will incur as a result of Project Summit to be settled in cash, including substantially all of the restructuring charges we expect to incur during the fourth quarter of 2019.

Cash Flows

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



	2019			2018
Cash flows from operating activities - continuing operations	$	648,145		$	625,538
Cash flows from investing activities - continuing operations	(640,696		)	(2,102,793		)
Cash flows from financing activities - continuing operations	19,885			769,559
Cash and cash equivalents at the end of period	186,778			197,676

a. Cash Flows from Operating Activities

For the nine months ended September 30, 2019, net cash flows provided by operating activities increased by $22.6 million compared to the prior year period, primarily due to a decrease in cash used in working capital of $20.9 million, primarily related to the timing of collections of accounts receivable and certain prepaid and accrued expenses and an increase in net income (including non-cash charges) of $1.7 million.

b. Cash Flows from Investing Activities

Our significant investing activities during the nine months ended September 30, 2019 are highlighted below:


•	We paid cash for acquisitions (net of cash acquired) of $56.5 million, primarily funded by borrowings under our revolving credit facility (the "Revolving Credit Facility").

•

We paid cash for capital expenditures of $533.6 million. Our business requires capital expenditures to maintain our ongoing operations, support our expected revenue growth and new products and services, and increase our profitability. All of these expenditures are included in the cash flows from investing activities. Additional details of our capital spending is included in the Capital Expenditures section below.

•

We acquired customer relationships, and incurred both (i) customer inducements (which consist primarily of permanent withdrawal fees) and (ii) Contract Fulfillment Costs (as defined in Note 2.c. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) and third-party commissions during the nine months ended September 30, 2019 of $43.0 million, $7.4 million and $63.1 million, respectively.


•	We paid $19.2 million as part of our investment in Makespace (as discussed above).


•	We received proceeds of $82.1 million primarily related to the sale of three facilities in the United Kingdom and five facilities in in the United States.

c. Cash Flows from Financing Activities

Our significant financing activities during the nine months ended September 30, 2019 included:


•	Net proceeds of $987.5 million associated with the issuance of the 4⁷/₈% Senior Notes due 2029 (as defined below).


•	Net payments of $434.4 million primarily associated with the repayments on our Revolving Credit Facility.


•	Payment of dividends in the amount of $528.9 million on our common stock.

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Capital Expenditures

The following table presents our capital spend for the nine months ended September 30, 2019 and 2018, organized by the type of the spending as described in our Annual Report:



	Nine Months Ended September 30,
	Nine Months Ended September 30,
Nature of Capital Spend (in thousands)	2019		2018
Growth Investment Capital Expenditures:
Real Estate(1)	$	107,895	$	109,246
Non-Real Estate(2)	20,813		35,942
Data Center(3)	316,932		106,282
Innovation(1)	14,596		9,535
Total Growth Investment Capital Expenditures	460,236		261,005
Recurring Capital Expenditures:
Real Estate(2)	42,997		40,618
Non-Real Estate(2)	19,255		13,675
Data Center(3)	4,951		6,381
Total Recurring Capital Expenditures	67,203		60,674
Total Capital Spend (on accrual basis)	527,439		321,679
Net increase (decrease) in prepaid capital expenditures	361		(2,762		)
Net decrease (increase) in accrued capital expenditures	5,814		11,036
Total Capital Spend (on cash basis)	$	533,614	$	329,953

_______________________________________________________________________________

For the year ending December 31, 2019, excluding capital expenditures associated with potential future acquisitions, opportunistic real estate investments and capital expenditures associated with the integrations of Recall and IODC, we expect the following:


(1)	Growth investment capital expenditures on real estate and innovation to be approximately $175.0 million;


(2)	Recurring capital expenditures on real estate and non-real estate, as well as non-real estate growth investment capital expenditures, to be approximately $145.0 million to $155.0 million; and


(3)	Growth investment capital expenditures on our data center business to be approximately $350.0 million.

Dividends

See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that were declared during the first nine months of 2019 and fiscal year 2018.

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Financial Instruments and Debt

Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentration of liquid investment as of September 30, 2019 is related to cash and cash equivalents. See Note 2.h. to Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.

Long-term debt as of September 30, 2019 is as follows (in thousands):



	September 30, 2019
	Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount
Revolving Credit Facility	$	354,879		$	(11,763	)	$	343,116
Term Loan A	231,250			—			231,250
Term Loan B	688,089			(7,806		)	680,283
Australian Dollar Term Loan	219,871			(2,389		)	217,482
UK Bilateral Revolving Credit Facility	172,180			(1,845		)	170,335
4³/₈% Senior Notes due 2021	500,000			(2,866		)	497,134
6% Senior Notes due 2023	600,000			(4,302		)	595,698
5³/₈% CAD Senior Notes due 2023	188,811			(2,173		)	186,638
5³/₄% Senior Subordinated Notes due 2024	1,000,000			(6,752		)	993,248
3% Euro Senior Notes due 2025	327,508			(3,622		)	323,886
3⁷/₈% GBP Senior Notes due 2025 (the "GBP Notes")	491,943			(5,651		)	486,292
5³/₈% Senior Notes due 2026	250,000			(2,863		)	247,137
4⁷/₈% Senior Notes due 2027 (the "4⁷/₈% Notes due 2027")	1,000,000			(11,375		)	988,625
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes")	825,000			(10,037		)	814,963
4⁷/₈% Senior Notes due 2029 (the "4⁷/₈% Notes due 2029")	1,000,000			(14,451		)	985,549
Real Estate Mortgages, Financing Lease Liabilities and Other	533,549			(444		)	533,105
Accounts Receivable Securitization Program	271,562			(115		)	271,447
Mortgage Securitization Program	50,000			(1,019		)	48,981
Total Long-term Debt	8,704,642			(89,473		)	8,615,169
Less Current Portion	(394,822		)	—			(394,822		)
Long-term Debt, Net of Current Portion	$	8,309,820		$	(89,473	)	$	8,220,347

In September 2019, IMI completed a private offering of $1.0 billion in aggregate principal amount of the 4⁷/₈% Notes due 2029. The 4⁷/₈% Notes due 2029 were issued at par. The net proceeds of approximately $987.5 million from the 4⁷/₈% Notes due 2029, after deducting the initial purchasers' commissions, were used to repay outstanding borrowings under the Revolving Credit Facility.

See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report and Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.

Letters of Credit

As of September 30, 2019, we had outstanding letters of credit totaling $35.2 million, of which $16.8 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between December 2019 and August 2027.

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Debt Covenants



	September 30, 2019	December 31, 2018	Maximum/Minimum Allowable
Net total lease adjusted leverage ratio	5.8	5.6	Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio	2.3	2.6	Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)	6.1	5.8	Maximum allowable of 6.5-7.0(1)
Fixed charge coverage ratio	2.1	2.2	Minimum allowable of 1.5

______________________________________________________________

(1)

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.

Derivative Instruments

In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness once our current interest rate swaps expire in March 2022. The forward-starting interest rate swap agreements have $350.0 million in notional value, commence in March 2022 and expire in March 2024. Under the swap agreements we will receive variable rate interest payments based upon one-month LIBOR, in exchange for the payment of fixed interest rate payments at the rates specified in the interest rate swap agreements. We have designated these interest rate swap agreements as cash flow hedges.

See Note 3 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information on our derivative instruments.

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At The Market (ATM) Equity Program

As described in greater detail in Note 12 to Notes to Consolidated Financial Statements included in our Annual Report, we entered into a distribution agreement with a syndicate of 10 banks (the “Agents”) pursuant to which we may sell, from time to time, up to an aggregate sales price of $500.0 million of our common stock through the Agents (the “At The Market (ATM) Equity Program”). There were no shares of common stock sold under the At the Market (ATM) Equity Program during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, under the At The Market (ATM) Equity Program, we sold an aggregate of 273,486 shares of common stock for gross proceeds of approximately $8.8 million, generating net proceeds of $8.7 million, after deducting commissions of $0.1 million. As of September 30, 2019, the remaining aggregate sale price of shares of our common stock available for distribution under the At The Market (ATM) Equity Program was approximately $431.2 million.

Acquisitions

See Note 4 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information regarding our 2019 acquisitions.

Included in Significant Acquisition Costs are certain costs associated with the Recall Transaction and the IODC Transaction. This amount consists of (i) Significant Acquisition Costs and (ii) capital expenditures to integrate Recall with our existing operations. We currently estimate total acquisition and integration expenditures associated with the Recall Transaction and acquisition expenditures associated with the IODC Transaction to be approximately $405.0 million, the substantial majority of which was incurred prior to the end of 2018.

The following table presents the cumulative amount of operating and capital expenditures incurred during the nine months ended September 30, 2019 and 2018, as well as the cumulative amount incurred through September 30, 2019, associated with the Recall Transaction and the IODC Transaction (in thousands):



	Cumulative Total Through September 30, 2019		Nine Months Ended September 30, 2019		Nine Months Ended September 30, 2018
Significant Acquisition Costs	$	323,121	$	8,597	$	38,715
Recall Capital Expenditures	75,735		2,198		14,226
Total	$	398,856	$	10,795	$	52,941

Contractual Obligations

We expect to meet our cash flow requirements for the next twelve months by utilizing cash on hand, cash generated from operations, borrowings under the Credit Agreement and other financings (including the issuance of equity under the At The Market (ATM) Equity Program). We expect to meet our long-term cash flow requirements using the same resources described above. We are currently operating above our long-term targeted leverage ratio and expect to reduce our leverage ratio over time through business growth and effective capital allocation strategies.

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 with increased operating efficiencies, the negotiation of favorable long-term real estate leases and an ability to increase prices in our customer contracts (many of which contain provisions for inflationary price escalators), 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.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As of September 30, 2019 (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 were no changes in our internal control over financial reporting during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1A. Risk Factors

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

Our program to simplify our global structure may not be successful.

In October 2019, we announced Project Summit, a global program designed to better position us for future growth and achievement of our strategic objectives. Project Summit will focus on simplifying our global records and information management structure and streamlining our managerial structure. As a result of the program, we expect to reduce the number of vice president level and above positions by approximately 45%. The total program is expected to reduce our total managerial and administrative workforce by approximately 700 positions over the next two years. We also plan to implement systems and process changes designed to make our organization more agile and dynamic, streamline our organization and reallocate our resources to better align with our strategic goals. We expect the total program benefits associated with Project Summit to be fully realized by the end of 2022. We have included in this Quarterly Report on Form 10-Q estimates of expected improvements to our Adjusted EBITDA and the restructuring charges (including operating and capital expenditures) we expect to incur. However, we may not be able to realize the full amount of our expected improvements to Adjusted EBITDA in a timely manner, or at all, and the restructuring charges associated Project Summit may exceed our expectations. In addition, this program may yield unintended consequences, such as attrition beyond our intended reduction in force and distraction of our employees. As a result, Project Summit could have a material adverse effect on our results of operations or financial condition.

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

We did not sell any unregistered equity securities during the three months ended September 30, 2019, nor did we repurchase any shares of our common stock during the three months ended September 30, 2019.

Item 6. Exhibits

(a) Exhibits

Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC.



Exhibit No.			Description
4.1			Senior Indenture, dated as of September 9, 2019, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to the Company's Current Report on Form 8-K dated September 9, 2019.)
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.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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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/ DANIEL BORGES


		Daniel Borges Senior Vice President, Chief Accounting Officer

Dated: October 31, 2019