IRON MOUNTAIN INC - Quarter Report: 2022 September (Form 10-Q)

Table of Contents

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, 2022


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)

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

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, a 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 an 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 ☒

As of October 28, 2022, the registrant had 290,714,037 outstanding shares of common stock, $.01 par value.

Table of Contents

IRON MOUNTAIN INCORPORATED

2022 FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION

	1	ITEM 1.	Unaudited Condensed Consolidated Financial Statements
		2	Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021
		3	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2022 and 2021
		4	Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2022 and 2021
		5	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021
		6	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2022
		7	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2021
		8	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021
		9	Notes to Condensed Consolidated Financial Statements
	33	ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	55	ITEM 4.	Controls and Procedures

PART II—OTHER INFORMATION
	57	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	57	ITEM 6.	Exhibits
	58	Signatures

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									1

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)


	SEPTEMBER 30, 2022		DECEMBER 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	155,223	$	255,828

Accounts receivable (less allowances of $52,695 and $62,009 as of September 30, 2022 and December 31, 2021, respectively)	1,133,596		961,419

Prepaid expenses and other	268,030		224,020

Total Current Assets	1,556,849		1,441,267
Property, Plant and Equipment:
Property, plant and equipment	8,794,078		8,647,303
Less—Accumulated depreciation	(4,063,636)		(3,979,159)
Property, Plant and Equipment, Net	4,730,442		4,668,144
Other Assets, Net:
Goodwill	4,831,306		4,463,531
Customer and supplier relationships and other intangible assets	1,444,924		1,181,043
Operating lease right-of-use assets	2,556,253		2,314,422
Other	574,942		381,624
Total Other Assets, Net	9,407,425		8,340,620
Total Assets	$	15,694,716	$	14,450,031
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	81,275	$	309,428
Accounts payable	432,384		369,145
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities)	929,566		1,032,537
Deferred revenue	282,687		307,470
Total Current Liabilities	1,725,912		2,018,580
Long-term Debt, net of current portion	10,228,846		8,962,513
Long-term Operating Lease Liabilities, net of current portion	2,405,751		2,171,472
Other Long-term Liabilities	398,830		144,053
Deferred Income Taxes	307,717		223,934
Commitments and Contingencies
Redeemable Noncontrolling Interests	93,821		72,411
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 290,687,942 and 289,757,061 shares as of September 30, 2022 and December 31, 2021, respectively)	2,907		2,898
Additional paid-in capital	4,445,988		4,412,553
(Distributions in excess of earnings) Earnings in excess of distributions	(3,330,213)		(3,221,152)
Accumulated other comprehensive items, net	(589,481)		(338,347)
Total Iron Mountain Incorporated Stockholders' Equity	529,201		855,952
Noncontrolling Interests	4,638		1,116
Total Equity	533,839		857,068
Total Liabilities and Equity	$	15,694,716	$	14,450,031

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


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									2

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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)


	THREE MONTHS ENDED SEPTEMBER 30,
	2022		2021
Revenues:
Storage rental	$	760,370	$	718,614
Service	526,575		411,534

Total Revenues	1,286,945		1,130,148
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	546,041		481,663

Selling, general and administrative	285,299		241,596
Depreciation and amortization	175,077		174,818
Acquisition and Integration Costs	5,554		1,138
Restructuring charges	3,382		50,432


(Gain) Loss on disposal/write-down of property, plant and equipment, net	(14,170)		(935)
Total Operating Expenses	1,001,183		948,712
Operating Income (Loss)	285,762		181,436
Interest Expense, Net (includes Interest Income of $2,176 and $2,160 for the three months ended September 30, 2022 and 2021, respectively)	121,767		103,809
Other (Income) Expense, Net	(52,870)		(18,501)
Net Income (Loss) Before Provision (Benefit) for Income Taxes	216,865		96,128
Provision (Benefit) for Income Taxes	23,934		28,017


Net Income (Loss)	192,931		68,111
Less: Net Income (Loss) Attributable to Noncontrolling Interests	767		428
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	192,164	$	67,683
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:


Basic	$	0.66	$	0.23



Diluted	$	0.66	$	0.23
Weighted Average Common Shares Outstanding—Basic	290,937		289,762
Weighted Average Common Shares Outstanding—Diluted	292,552		291,482

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


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									3

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)



	NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021
Revenues:
Storage rental	$	2,264,566	$	2,144,942
Service	1,559,959		1,187,002
Total Revenues	3,824,525		3,331,944
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	1,649,139		1,408,151
Selling, general and administrative	861,416		760,098
Depreciation and amortization	536,946		507,145
Acquisition and Integration Costs	38,093		3,415
Restructuring charges	3,382		129,686
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(66,124)		(134,321)
Total Operating Expenses	3,022,852		2,674,174
Operating Income (Loss)	801,673		657,770
Interest Expense, Net (includes Interest Income of $5,995 and $5,858 for the nine months ended September 30, 2022 and 2021, respectively)	351,266		313,451
Other (Income) Expense, Net	(38,186)		(200,018)
Net Income (Loss) Before Provision (Benefit) for Income Taxes	488,593		544,337
Provision (Benefit) for Income Taxes	52,097		153,073


Net Income (Loss)	436,496		391,264
Less: Net Income (Loss) Attributable to Noncontrolling Interests	1,952		2,693
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	434,544	$	388,571
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:


Basic	$	1.49	$	1.34
Diluted	$	1.49	$	1.34
Weighted Average Common Shares Outstanding—Basic	290,673		289,255
Weighted Average Common Shares Outstanding—Diluted	292,294		290,697

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


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									4

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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS) (UNAUDITED)


	THREE MONTHS ENDED SEPTEMBER 30,
	2022		2021
Net Income (Loss)	$	192,931	$	68,111
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	(175,098)		(91,263)
Change in Fair Value of Derivative Instruments	32,233		14,665
Total Other Comprehensive (Loss) Income:	(142,865)		(76,598)
Comprehensive Income (Loss)	50,066		(8,487)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	408		(370)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	49,658	$	(8,117)


	NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021
Net Income (Loss)	$	436,496	$	391,264
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	(335,431)		(115,075)
Change in Fair Value of Derivative Instruments	83,210		35,505
Total Other Comprehensive (Loss) Income	(252,221)		(79,570)
Comprehensive Income (Loss)	184,275		311,694
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	865		1,683
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	183,410	$	310,011

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


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									5

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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)


THREE MONTHS ENDED SEPTEMBER 30, 2022
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, June 30, 2022	$	651,775	290,679,958	$	2,907	$	4,432,009	$	(3,340,992)	$	(446,975)	$	4,826	$	93,957
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation	13,979		7,984	—		13,979		—		—		—		—

Parent cash dividends declared	(181,385)		—	—		—		(181,385)		—		—		—
Foreign currency translation adjustment	(175,061)		—	—		—		—		(174,739)		(322)		(37)
Change in fair value of derivative instruments	32,233		—	—		—		—		32,233		—		—

Net income (loss)	192,298		—	—		—		192,164		—		134		633


Noncontrolling interests dividends	—		—	—		—		—		—		—		(732)


Balance, September 30, 2022	$	533,839	290,687,942	$	2,907	$	4,445,988	$	(3,330,213)	$	(589,481)	$	4,638	$	93,821

NINE MONTHS ENDED SEPTEMBER 30, 2022
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, December 31, 2021	$	857,068	289,757,061	$	2,898	$	4,412,553	$	(3,221,152)	$	(338,347)	$	1,116	$	72,411
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation	36,939		930,881	9		36,930		—		—		—		—
Changes in equity related to noncontrolling interests	2,626		—	—		(1,009)		—		—		3,635		1,009
Parent cash dividends declared	(543,605)		—	—		—		(543,605)		—		—		—
Foreign currency translation adjustment	(334,825)		—	—		—		—		(334,344)		(481)		(606)
Change in fair value of derivative instruments	83,210		—	—		—		—		83,210		—		—

Net income (loss)	434,912		—	—		—		434,544		—		368		1,584

Noncontrolling interests equity contributions and related costs	(2,486)		—	—		(2,486)		—		—		—		21,547
Noncontrolling interests dividends	—		—	—		—		—		—		—		(2,124)


Balance, September 30, 2022	$	533,839	290,687,942	$	2,907	$	4,445,988	$	(3,330,213)	$	(589,481)	$	4,638	$	93,821

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


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									6

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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)


THREE MONTHS ENDED SEPTEMBER 30, 2021
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, June 30, 2021	$	1,147,742	289,458,768	$	2,895	$	4,392,396	$	(2,988,896)	$	(258,653)	—		$	64,660
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	14,857		87,378	—		14,857		—		—		—		—
Change in equity related to redeemable noncontrolling interests	—		—	—		—		—		—		—		168
Parent cash dividends declared	(180,600)		—	—		—		(180,600)		—		—		—
Foreign currency translation adjustment	(90,512)		—	—		—		—		(90,465)		(47)		(751)
Change in fair value of derivative instruments	14,665		—	—		—		—		14,665		—		—
Net income (loss)	67,683		—	—		—		67,683		—		—		428
Noncontrolling interests dividends	—		—	—		—		—		—		—		(597)
Purchase of noncontrolling interests	1,311		—	—		—		—		—		1,311		—
Redemption of noncontrolling interests	—		—	—		—		—		—		—		(2,518)
Balance, September 30, 2021	$	975,146	289,546,146	$	2,895	$	4,407,253	$	(3,101,813)	$	(334,453)	$	1,264	$	61,390


NINE MONTHS ENDED SEPTEMBER 30, 2021
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, December 31, 2020	$	1,136,729	288,273,049	$	2,883	$	4,340,078	$	(2,950,339)	$	(255,893)	—		$	59,805
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	66,507		1,273,097	12		66,495		—		—		—		—
Change in equity related to redeemable noncontrolling interests	680		—	—		680		—		—		—		(512)
Parent cash dividends declared	(540,045)		—	—		—		(540,045)		—		—		—
Foreign currency translation adjustment	(114,112)		—	—		—		—		(114,065)		(47)		(963)
Change in fair value of derivative instruments	35,505		—	—		—		—		35,505		—		—
Net income (loss)	388,571		—	—		—		388,571		—		—		2,693
Noncontrolling interests equity contributions	—		—	—		—		—		—		—		2,200
Noncontrolling interests dividends	—		—	—		—		—		—		—		(1,882)
Purchase of noncontrolling interests	1,311		—	—		—		—		—		1,311		2,567
Redemption of noncontrolling interests	—		—	—		—		—		—		—		(2,518)
Balance, September 30, 2021	$	975,146	289,546,146	$	2,895	$	4,407,253	$	(3,101,813)	$	(334,453)	$	1,264	$	61,390

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


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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS) (UNAUDITED)


	NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	436,496	$	391,264


Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	350,626		347,269
Amortization (includes amortization of deferred financing costs and discounts of $13,536 and $12,470 for the nine months ended September 30, 2022 and 2021, respectively)	199,856		172,346

Revenue reduction associated with amortization of customer inducements and above- and below-market leases	5,532		6,578
Stock-based compensation expense	45,923		46,852
(Benefit) provision for deferred income taxes	(22,991)		36,333
Loss on early extinguishment of debt	671		—
Gain on IPM divestment	—		(180,569)
(Gain) loss on disposal/write-down of property, plant and equipment, net	(66,124)		(134,321)


Loss associated with OSG deconsolidation	105,825		—
Gain associated with Clutter Transaction	(35,821)		—
Foreign currency transactions and other, net	(101,329)		(13,239)
(Increase) decrease in assets	(219,173)		(112,753)
(Decrease) increase in liabilities	(139,136)		(96,423)




Cash Flows from Operating Activities	560,355		463,337


Cash Flows from Investing Activities:
Capital expenditures	(596,801)		(418,976)
Cash paid for acquisitions, net of cash acquired	(724,213)		(203,752)

Acquisition of customer relationships	(1,901)		(4,800)
Customer inducements	(4,288)		(5,148)
Contract fulfillment costs	(49,874)		(43,699)

Investments in joint ventures and other investments	(46,100)		(72,153)
Net proceeds from IPM Divestment	—		213,878
Proceeds from sales of property and equipment and other, net	119,417		214,865
Cash Flows from Investing Activities	(1,303,760)		(319,785)


Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	(8,038,964)		(2,622,555)
Proceeds from revolving credit facility, term loan facilities and other debt	9,240,478		3,037,476



Debt financing and equity contribution from noncontrolling interests	21,547		—

Debt repayment and equity distribution to noncontrolling interests	(2,124)		(1,882)
Repurchase of noncontrolling interest	—		(75,000)
Parent cash dividends	(544,069)		(538,902)


Net (payments) proceeds associated with employee stock-based awards	(8,984)		19,655

Other, net	(9,437)		3,621
Cash Flows from Financing Activities	658,447		(177,587)


Effect of Exchange Rates on Cash and Cash Equivalents	(15,647)		(9,589)
(Decrease) increase in Cash and Cash Equivalents	(100,605)		(43,624)
Cash and Cash Equivalents, Beginning of Period	255,828		205,063
Cash and Cash Equivalents, End of Period	$	155,223	$	161,439
Supplemental Information:
Cash Paid for Interest	$	410,851	$	395,355
Cash Paid for Income Taxes, Net	$	77,765	$	96,174
Non-Cash Investing and Financing Activities:

Financing Leases	$	18,774	$	40,590
Accrued Capital Expenditures	$	137,802	$	60,418

Deferred Purchase Obligation, Purchase Price Holdbacks and Other	$	279,734	$	—


Dividends Payable	$	190,095	$	189,010

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


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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data) (Unaudited)

1. GENERAL

The unaudited condensed consolidated financial statements of Iron Mountain Incorporated, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us"), 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 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.

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, 2021 included in Exhibit 99.1 of our Current Report on Form 8-K filed with the SEC on August 4, 2022 (our "Current 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. CASH AND CASH EQUIVALENTS

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.

B. ACCOUNTS RECEIVABLE

We maintain an allowance for doubtful accounts and a credit memo reserve for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. The rollforward of the allowance for doubtful accounts and credit memo reserves for the nine months ended September 30, 2022 is as follows:



Balance as of December 31, 2021	$	62,009
Credit memos charged to revenue	41,722
Allowance for bad debts charged to expense	10,691
Deductions and other(1)	(61,727)
Balance as of September 30, 2022	$	52,695

(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable, allowances associated with businesses acquired and the impact associated with currency translation adjustments.


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Table of Contents

Part I. Financial Information

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)

C. INVENTORY

Inventories are stated at the lower of cost or net realizable value, based on a first-in, first-out methodology. Our inventory primarily consists of information technology-related assets including memory, central processing units, hard drives, adaptors and networking. All of our inventory is considered finished goods. Inventory is included as a component of Prepaid expenses and other in our Condensed Consolidated Balance Sheets. At September 30, 2022, we have inventory of approximately $14,565, net of related reserves for obsolete, excess and slow-moving inventory, related to our asset lifecycle management ("ALM") business. We had no inventory as of December 31, 2021.

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. Operating and financing lease right-of-use assets and lease liabilities as of September 30, 2022 and December 31, 2021 are as follows:


DESCRIPTION	SEPTEMBER 30, 2022		DECEMBER 31, 2021
Assets:
Operating lease right-of-use assets	$	2,556,253	$	2,314,422
Financing lease right-of-use assets, net of accumulated depreciation(1)	250,627		298,049
Liabilities:
Current
Operating lease liabilities	$	270,311	$	259,597
Financing lease liabilities(1)	34,622		41,168
Long-term
Operating lease liabilities	$	2,405,751	$	2,171,472
Financing lease liabilities(1)	276,627		315,561

(1)Financing lease right-of-use assets, current financing lease liabilities and long-term financing lease liabilities are included within Property, Plant and Equipment, Net, Current portion of long-term debt and Long-term Debt, net of current portion, respectively, within our Condensed Consolidated Balance Sheets.

The components of the lease expense for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
DESCRIPTION	2022		2021		2022		2021
Operating lease cost(1)	$	145,293	$	140,551	$	428,686	$	408,312
Financing lease cost:
Depreciation of financing lease right-of-use assets	$	10,186	$	14,006	$	32,218	$	39,062
Interest expense for financing lease liabilities	4,126		5,055		13,163		14,940

(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $30,730 and $89,647 for the three and nine months ended September 30, 2022, respectively, and $28,835 and $86,422 for the three and nine months ended September 30, 2021, respectively.


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Table of Contents

Part I. Financial Information

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, 2022 and 2021 is as follows:


	NINE MONTHS ENDED SEPTEMBER 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:	2022		2021
Operating cash flows used in operating leases	$	302,442	$	291,535

Operating cash flows used in financing leases (interest)	13,163		14,940
Financing cash flows used in financing leases	29,254		35,360

NON-CASH ITEMS:
Operating lease modifications and reassessments	$	145,133	$	103,158
New operating leases (including acquisitions and sale-leaseback transactions)	485,673		240,822

E. GOODWILL

Our reporting units as of December 31, 2021 are described in detail in Note 2.k. to Notes to Consolidated Financial Statements included in our Current Report.

The goodwill associated with acquisitions completed during the first nine months of 2022 (as described in Note 3) has been incorporated into our current reporting units.

The changes in the carrying value of goodwill attributable to each reportable segment for the nine months ended September 30, 2022 are as follows:


	GLOBAL RIM BUSINESS		GLOBAL DATA CENTER BUSINESS		CORPORATE AND OTHER BUSINESS		TOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization as of December 31, 2021(1)	$	3,972,852	$	426,074	$	64,605	$	4,463,531

Tax deductible goodwill acquired during the year	—		—		762		762
Non-tax deductible goodwill acquired during the period	696		—		585,444		586,140

Fair value and other adjustments(2)	(12,101)		—		384		(11,717)
Currency effects	(186,056)		(18,287)		(3,067)		(207,410)
Goodwill balance, net of accumulated amortization as of September 30, 2022	$	3,775,391	$	407,787	$	648,128	$	4,831,306
Accumulated goodwill impairment balance as of September 30, 2022	$	132,409	$	—	$	26,011	$	158,420

(1)The balances as of December 31, 2021 have been recast to reflect the segment changes described in our Current Report.

(2)This amount primarily represents an adjustment to goodwill as a result of the deconsolidation of certain businesses, as described in Note 2.l.


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Part I. Financial Information

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. FAIR VALUE MEASUREMENTS

The assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2022 and December 31, 2021 are as follows:


			FAIR VALUE MEASUREMENTS AT SEPTEMBER 30, 2022 USING
DESCRIPTION	TOTAL CARRYING VALUE AT SEPTEMBER 30, 2022		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Money Market Funds	$	18,861	$	—	$	18,861	$	—
Time Deposits	1,123		—		1,123		—
Trading Securities	9,085		9,049		36		—
Derivative Assets	85,887		—		85,887		—
Deferred Purchase Obligation (as defined in Note 3)	275,100		—		—		275,100


			FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2021 USING
DESCRIPTION	TOTAL CARRYING VALUE AT DECEMBER 31, 2021		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Money Market Funds	$	101,022	$	—	$	101,022	$	—
Time Deposits	2,238		—		2,238		—
Trading Securities	11,147		11,062		85		—
Derivative Assets	11,021		—		11,021		—
Derivative Liabilities	8,344		—		8,344		—

There were no material items that are measured at fair value on a non-recurring basis at September 30, 2022 and December 31, 2021, other than (i) those disclosed in Note 2.o. to Notes to Consolidated Financial Statements included in our Current Report, (ii) assets acquired and liabilities assumed through our acquisitions that occurred during the nine months ended September 30, 2022, (iii) our initial investment in the Clutter JV and our additional investment in the Web Werks JV (each as defined in Note 4), and (iv) the fair value of our retained investment of our deconsolidated businesses (as described in Note 2.l.), all of which are based on Level 3 inputs. The fair value of the Deferred Purchase Obligation associated with the ITRenew Transaction (as defined in Note 3) was determined utilizing a Monte-Carlo model and takes into account our forecasted projections as it relates to the underlying performance of the business. There has been no material change in the fair value of the Deferred Purchase Obligation since our initial analysis.


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Part I. Financial Information

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. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET

The changes in Accumulated other comprehensive items, net for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30, 2022						THREE MONTHS ENDED SEPTEMBER 30, 2021
	FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL		FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL
Beginning of Period	$	(500,629)	$	53,654	$	(446,975)	$	(229,790)	$	(28,863)	$	(258,653)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments	(174,739)		—		(174,739)		(90,465)		—		(90,465)
Change in fair value of derivative instruments	—		32,233		32,233		—		14,665		14,665
Total other comprehensive (loss) income	(174,739)		32,233		(142,506)		(90,465)		14,665		(75,800)
End of Period	$	(675,368)	$	85,887	$	(589,481)	$	(320,255)	$	(14,198)	$	(334,453)


	NINE MONTHS ENDED SEPTEMBER 30, 2022						NINE MONTHS ENDED SEPTEMBER 30, 2021
	FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL		FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL
Beginning of Period	$	(341,024)	$	2,677	$	(338,347)	$	(206,190)	$	(49,703)	$	(255,893)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments	(334,344)		—		(334,344)		(114,065)		—		(114,065)
Change in fair value of derivative instruments	—		83,210		83,210		—		35,505		35,505
Total other comprehensive (loss) income	(334,344)		83,210		(251,134)		(114,065)		35,505		(78,560)
End of Period	$	(675,368)	$	85,887	$	(589,481)	$	(320,255)	$	(14,198)	$	(334,453)

H. REVENUES

The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to obtain or fulfill customer contracts (collectively, "Contract Fulfillment Costs"). Contract Fulfillment Costs as of September 30, 2022 and December 31, 2021 are as follows:


	SEPTEMBER 30, 2022						DECEMBER 31, 2021
	GROSS CARRYING AMOUNT		ACCUMULATED AMORTIZATION		NET CARRYING AMOUNT		GROSS CARRYING AMOUNT		ACCUMULATED AMORTIZATION		NET CARRYING AMOUNT
Intake Costs asset	$	63,856	$	(40,045)	$	23,811	$	71,336	$	(42,678)	$	28,658
Commissions asset	124,081		(54,948)		69,133		114,791		(50,553)		64,238


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Part I. Financial Information

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 in our Condensed Consolidated Balance Sheets as follows:


DESCRIPTION	LOCATION IN BALANCE SHEET	SEPTEMBER 30, 2022		DECEMBER 31, 2021
Deferred revenue - Current	Deferred revenue	$	282,687	$	307,470
Deferred revenue - Long-term	Other Long-term Liabilities	31,234		33,691

DATA CENTER LESSOR CONSIDERATIONS

Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period, which are accounted for in accordance with Accounting Standards Codification ("ASC") No. 842 ("ASC 842"), Leases, as amended. Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Storage rental revenue(1)	$	96,328	$	72,411	$	273,547	$	210,805

(1)Revenue associated with power and connectivity included within storage rental revenue was $34,621 and $93,652 for the three and nine months ended September 30, 2022, respectively, and $14,639 and $42,333 for the three and nine months ended September 30, 2021, respectively.


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Part I. Financial Information

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. STOCK-BASED COMPENSATION

Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, the "Employee Stock-Based Awards").

2022 RETIREMENT ELIGIBLE CRITERIA

For our Employee Stock-Based Awards made on or after March 1, 2022, we have included the following retirement provision:

•Upon an award recipient's retirement on or after attaining age 55 with at least five years of service, if the sum of (i) the award recipient’s age at retirement and (ii) the award recipient’s years of service with us totals at least 65, the award recipient is entitled to continued vesting of any outstanding Employee Stock-Based Awards, provided that their retirement occurs on or after a minimum of six months from the grant date (the "Retirement Criteria").

•Accordingly, (i) grants of Employee Stock-Based Awards to an employee who has met the Retirement Criteria on or before the date of grant, or will meet the Retirement Criteria before the six month anniversary in the year of the grant, will be expensed over six months from the date of grant and (ii) grants of Employee Stock-Based Awards to employees who will meet the 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 Retirement Criteria.

•Stock options and RSUs granted to award recipients who meet the Retirement Criteria will be delivered to the award recipient based upon the original vesting schedule. If an award recipient retires and has met the Retirement Criteria, stock options will remain exercisable until the original expiration date of the stock options. PUs granted to award recipients who meet the Retirement Criteria will 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

Stock-based compensation expense for the Employee Stock-Based Awards for the three and nine months ended September 30, 2022 and 2021 is as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Stock-based compensation expense	$	14,326	$	13,200	$	45,923	$	46,852

As of September 30, 2022, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards is $52,664.

RESTRICTED STOCK UNITS AND PERFORMANCE UNITS

The fair value of RSUs and earned PUs that vested during the three and nine months ended September 30, 2022 and 2021 is as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Fair value of RSUs vested	$	4,748	$	8,425	$	26,307	$	31,404
Fair value of earned PUs that vested	13,622		22,030		17,968		27,856


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Part I. Financial Information

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. ACQUISITION AND INTEGRATION COSTS

Acquisition and integration costs represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance, facility upgrade and system integration costs (collectively, "Acquisition and Integration Costs"). Acquisition and Integration Costs do not include costs associated with the formation of joint ventures or costs associated with the acquisition of customer relationships. Total Acquisition and Integration Costs is $5,554 and $38,093 for the three and nine months ended September 30, 2022, respectively, and $1,138 and $3,415 for the three and nine months ended September 30, 2021, respectively.

K. (GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET

(Gain) loss on disposal/write-down of property, plant and equipment, net for the three and nine months ended September 30, 2022 and 2021 is as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022(1)		2021		2022(1)		2021(2)
(Gain) Loss on disposal/write-down of property, plant and equipment, net(3)	$	(14,170)	$	(935)	$	(66,124)	$	(134,321)

(1) The gain for the nine months ended September 30, 2022 primarily consists of gains of approximately $66,000 associated with sale and sale-leaseback transactions, of which (i) approximately $17,000 relates to sale-leaseback transactions of two facilities in the United States and one in Canada during the third quarter of 2022 and (ii) approximately $49,000 relates to sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States during the second quarter of 2022.

(2) The gain for the nine months ended September 30, 2021 primarily consists of gains of approximately $127,400 associated with sale-leaseback transactions of five facilities in the United Kingdom during the second quarter of 2021.

(3) The gains recognized during both 2022 and 2021 are the result of our program to monetize a small portion of our industrial assets through sale and sale-leaseback transactions. The terms for these leases are consistent with the terms of our lease portfolio, which are disclosed in detail in Note 2.i. to Notes to Consolidated Financial Statements included in our Current Report.


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Part I. Financial Information

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. OTHER (INCOME) EXPENSE, NET

Other (income) expense, net for the three and nine months ended September 30, 2022 and 2021 consists of the following:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
DESCRIPTION	2022		2021		2022		2021
Foreign currency transaction (gains) losses, net(1)	$	(58,519)	$	(23,200)	$	(126,759)	$	(16,157)
Debt extinguishment expense	—		—		671		—
Other, net(2)(3)	5,649		4,699		87,902		(183,861)
Other (Income) Expense, Net	$	(52,870)	$	(18,501)	$	(38,186)	$	(200,018)

(1)We recognized net foreign currency transaction gains of $58,519 and $126,759 for the three and nine months ended September 30, 2022, respectively. These gains primarily consist of the impact of changes in the exchange rate of the Euro and the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.

(2)On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105,800 associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and the subsequent remeasurement of the retained investment to a fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. The loss was partially offset by a gain recorded in the first quarter of 2022 of approximately $35,800 associated with the Clutter Transaction (as defined in Note 4).

(3)Other, net for the nine months ended September 30, 2021 is primarily comprised of (a) a gain of approximately $180,600 associated with our IPM Divestment (as defined and discussed in Note 4 to Notes to Consolidated Financial Statements included in our Current Report) and (b) a gain of approximately $20,300 associated with the loss of control and related deconsolidation, as of May 18, 2021, of one of our wholly owned Netherlands subsidiaries, for which we had value-added tax liability exposure that was recorded in 2019.

M. INCOME TAXES

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year.

Our effective tax rates for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022(1)		2021(2)		2022(1)		2021(2)
Effective Tax Rate	11.0	%	29.1	%	10.7	%	28.1	%

(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, 2022 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other (income) expense, net and Gain (loss) on disposal/write-down of property, plant and equipment, net, during the period for which there was an insignificant tax impact. During the first quarter of 2022, there was also a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries ("TRS") of approximately $9,900 as a result of the ITRenew Transaction.

(2)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, 2021 were the impacts of differences in the tax rates at which our foreign earnings are subject, partially offset by the benefits derived from the dividends paid deduction. The costs associated with Project Summit (as defined in Note 11) are more heavily weighted to our United States qualified REIT subsidiaries ("QRSs"), and, therefore, provide no tax benefit. Additionally, the nine months ended September 30, 2021 reflects a discrete tax expense of approximately $12,000 primarily resulting from a tax law change in the United Kingdom.


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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)

N. INCOME (LOSS) PER SHARE—BASIC AND DILUTED

The calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Net Income (Loss)	$	192,931	$	68,111	$	436,496	$	391,264
Less: Net Income (Loss) Attributable to Noncontrolling Interests	767		428		1,952		2,693
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation)	$	192,164	$	67,683	$	434,544	$	388,571
Weighted-average shares—basic	290,937,000		289,762,000		290,673,000		289,255,000
Effect of dilutive potential stock options	1,133,952		869,600		1,126,280		522,642
Effect of dilutive potential RSUs and PUs	480,919		850,655		494,956		918,954
Weighted-average shares—diluted	292,551,871		291,482,255		292,294,236		290,696,596
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic	$	0.66	$	0.23	$	1.49	$	1.34
Diluted	$	0.66	$	0.23	$	1.49	$	1.34
Antidilutive stock options, RSUs and PUs, excluded from the calculation	220,421		351,673		403,362		1,813,880


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

3. ACQUISITIONS

ITRENEW ACQUISITION

On January 25, 2022, in order to expand our ALM operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("ITRenew") at an agreed upon purchase price of $725,000, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). At closing, we paid $748,846 and acquired $30,720 of cash on hand, for a net purchase price of $718,126 for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200,000 and no more than $531,000 (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our fair value estimate of the Deferred Purchase Obligation of $275,100. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at September 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be included as a component of Other (income) expense, net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid. ITRenew is presented in Corporate and Other Business (as disclosed in Note 9) and primarily operates in the United States.

PRO FORMA FINANCIAL INFORMATION

The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of Iron Mountain and ITRenew on a pro forma basis as if the ITRenew Transaction had occurred on January 1, 2021. 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, 2021. The Pro Forma Financial Information, for the periods presented, includes purchase accounting adjustments (including amortization of acquired customer and supplier intangible assets and depreciation of acquired property, plant and equipment) and related tax effects. Through September 30, 2022, we and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees required to complete the ITRenew Transaction). 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, 2021.


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Total Revenues	$	1,286,945	$	1,234,386	$	3,842,499	$	3,675,396
Income from Continuing Operations	$	192,931	$	70,491	$	436,627	$	341,096

In addition to our acquisition of ITRenew, we completed certain other acquisitions in 2021 and 2022. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									19

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

3. ACQUISITIONS (CONTINUED)

OTHER 2022 ACQUISITIONS

In addition to the ITRenew Transaction, during the nine months ended September 30, 2022, in order to enhance our existing operations in Morocco and expand our fine arts operations in China - Hong Kong S.A.R. and North America, we completed the acquisitions of a records management company, a fine arts company and the assets of a second fine arts company, for a total purchase price of approximately $11,000, including deferred purchase obligation, purchase price holdbacks and other deferred payments of approximately $4,600.

PRELIMINARY PURCHASE PRICE ALLOCATION

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2022 acquisitions through September 30, 2022 is as follows:


	NINE MONTHS ENDED SEPTEMBER 30, 2022
Cash Paid (gross of cash acquired)(1)	$	756,003

Deferred Purchase Obligation, Purchase Price Holdbacks and Other(2)	279,734
Total Consideration	1,035,737
Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Cash	31,571
Accounts Receivable, Prepaid Expenses and Other Assets	73,351
Property, Plant and Equipment	7,893
Customer and Supplier Relationship Intangible Assets(3)	491,422
Other Intangible Assets(3)	47,300
Operating Lease Right-of-Use Assets	32,680




Accounts Payable, Accrued Expenses and Other Liabilities	(60,683)
Operating Lease Liabilities	(32,680)
Deferred Income Taxes	(142,019)

Total Fair Value of Identifiable Net Assets Acquired	448,835
Goodwill Initially Recorded(4)	$	586,902

(1)Cash paid for acquisitions, net of cash acquired in our Condensed Consolidated Statement of Cash Flows includes contingent and other payments received of $219 for the nine months ended September 30, 2022 related to acquisitions made in the years prior to 2022.

(2)Deferred purchase obligation, purchase price holdbacks and other includes $275,100 related to the fair value estimate of the Deferred Purchase Obligation for the Remaining Interests and approximately $4,600 of deferred purchase obligation, purchase price holdbacks and other associated with our other business and asset acquisitions completed in 2022.

(3)The preliminary weighted average life of the intangible assets acquired in the ITRenew Transaction is approximately 11 years. Intangible assets are included as a component of Other assets, net in our Condensed Consolidated Balance Sheets.

(4)Goodwill 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.

The preliminary purchase price allocations that are not finalized as of September 30, 2022 relate to the final assessment of the fair values of intangible assets (primarily customer and supplier relationship intangible assets) and property, plant and equipment associated with the acquisitions we closed in 2022. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, but no later than the one year measurement period, 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, 2022 were not material to our results from operations.


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									20

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

4. INVESTMENTS

In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. ("Clutter") pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV and Clutter’s shareholders contributed their ownership interests in Clutter to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99% interest in the MakeSpace JV, we received an approximate 27% interest in the Clutter JV (the "Clutter Transaction"). As a result of the Clutter Transaction, we recognized a gain related to our contributed interest in the MakeSpace JV of approximately $35,800, which was recorded to Other, net, a component of Other expense (income), net during the first quarter of 2022.

In April 2021, we closed on an agreement to form a joint venture (the "Web Werks JV") with the shareholders of Web Werks India Private Limited ("Web Werks"), a colocation data center provider in India. In connection with the formation of the Web Werks JV, we made an initial investment of approximately 3,750,000 Indian rupees (or approximately $50,100, based upon the exchange rate between the United States dollar and Indian rupee as of the closing date of the initial investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV (the "Initial Web Werks JV Investment"). Under the terms of the Web Werks JV shareholder agreement, we are required to make additional investments over a period ending May 2023 totaling approximately 7,500,000 Indian rupees. In August 2022, we made an additional investment of approximately 3,750,000 Indian rupees (or approximately $46,100, based on the exchange rate between the United States dollar and Indian rupee as of the date of the additional investment) in exchange for an additional interest in the form of convertible preference shares in the Web Werks JV (the "Second Web Werks JV Investment"). The shares we received from the Initial Web Werks JV Investment and the Second Web Werks JV Investment are convertible into a to-be-determined amount of equity shares determined by a valuation based on the earnings before interest, taxes, depreciation and amortization ("EBITDA") of the Web Werks JV for the trailing twelve months ending July 31, 2022. Subsequent to the Second Web Werks JV Investment, the shareholders of Web Werks retained control of the financial and operating decisions of the Web Werks JV through their control of Web Werks' board of directors. As we do not control the board of directors or the key management decisions of the Web Werks JV, we account for our interest in the Web Werks JV as an equity method investment.

The following joint ventures are accounted for as equity method investments and are presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying values and equity interests in our joint ventures at September 30, 2022 and December 31, 2021 are as follows:


	SEPTEMBER 30, 2022				DECEMBER 31, 2021
	CARRYING VALUE		EQUITY INTEREST		CARRYING VALUE		EQUITY INTEREST
Web Werks JV	$	97,877	55.40	%	$	51,140	38.50	%
Joint venture with AGC Equity Partners (the "Frankfurt JV")	27,004		20.00	%	26,167		20.00	%
MakeSpace JV	—		—	%	30,154		49.99	%
Clutter JV	57,113		26.73	%	—		—	%


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									21

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative instruments we are party to include: (i) interest rate swap agreements (which are designated as cash flow hedges) and (ii) cross-currency swap agreements (which are designated as net investment 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. These swap agreements expired in March 2022. 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. As of September 30, 2022, we had $350,000 in notional value outstanding on the interest rate swap agreements, which expire in March 2024 ("March 2024 Interest Rate Swap Agreements"). 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 rates as specified in the interest rate swap agreements.

We have designated these interest rate swap agreements as cash flow hedges. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.

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%. These cross-currency swap agreements expire in August 2023 ("August 2023 Cross-Currency Swap Agreements").

In September 2020, 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 $359,200 at an interest rate of 4.5% for 300,000 Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements were set to expire in February 2026. In May 2022, these cross-currency swaps were amended ("February 2026 Cross-Currency Swap Agreements"). Under the terms of the February 2026 Cross-Currency Swap Agreements, we notionally exchanged approximately $359,200 at an interest rate of 4.5% for approximately 340,500 Euros at a weighted average interest rate of approximately 1.2%. These February 2026 Cross-Currency Swap Agreements are set to expire in February 2026.

We have designated these cross-currency swap agreements as a hedge of net investment against certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities.


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									22

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)

Assets (liabilities) recognized in our Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, by derivative instrument, are as follows:


DERIVATIVE INSTRUMENTS(1)	SEPTEMBER 30, 2022		DECEMBER 31, 2021
Cash Flow Hedges(2)
March 2024 Interest Rate Swap Agreements	$	12,879	$	(7,680)
Net Investment Hedges(3)
August 2023 Cross-Currency Swap Agreements	12,938		(664)
February 2026 Cross-Currency Swap Agreements	60,070		11,021

(1)Our derivative assets are included as a component of (i) Prepaid expenses and other or (ii) Other within Other assets, net in our Condensed Consolidated Balance Sheets and our derivative liabilities are included as a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Condensed Consolidated Balance Sheets. As of September 30, 2022, $12,938 is included within Prepaid expenses and other and $72,949 is included within Other assets. As of December 31, 2021, $11,021 is included within Other assets, $2,082 is included within Accrued expense and other current liabilities and $6,262 is included within Other long-term liabilities.

(2)As of September 30, 2022, cumulative net gains of $12,879 are recorded within Accumulated other comprehensive items, net associated with these interest rate swap agreements.

(3)As of September 30, 2022, cumulative net gains of $73,008 are recorded within Accumulated other comprehensive items, net associated with these cross-currency swap agreements.

Unrealized gains (losses) recognized during the three and nine months ended September 30, 2022 and 2021, by derivative instrument, are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
DERIVATIVE INSTRUMENTS(1)	2022		2021		2022		2021
Cash Flow Hedges
March 2024 Interest Rate Swap Agreements	$	5,157	$	1,950	$	20,559	$	7,946
Net Investment Hedges
August 2023 Cross-Currency Swap Agreements	6,771		2,655		13,602		5,933
February 2026 Cross-Currency Swap Agreements	20,305		10,060		49,049		21,626

(1)These amounts are recognized as unrealized gains (losses), a component of Accumulated other comprehensive items, net.


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									23

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT

Long-term debt is as follows:


	SEPTEMBER 30, 2022								DECEMBER 31, 2021
	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	$	890,000	$	(7,899)	$	882,101	$	890,000	$	—	$	(5,174)	$	(5,174)	$	—
Term Loan A	243,750		—		243,750		243,750		203,125		—		203,125		203,125
Term Loan B	667,766		(4,059)		663,707		668,500		672,847		(4,995)		667,852		675,500
Australian Dollar Term Loan	193,140		(464)		192,676		193,140		223,182		(656)		222,526		223,530
UK Bilateral Revolving Credit Facility	155,887		(175)		155,712		155,887		189,168		(709)		188,459		189,168
37/8% GBP Senior Notes due 2025 (the "GBP Notes")	445,392		(2,593)		442,799		392,373		540,481		(3,912)		536,569		542,508
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)	1,000,000		(7,110)		992,890		892,500		1,000,000		(8,176)		991,824		1,030,000
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)	825,000		(6,495)		818,505		719,813		825,000		(7,380)		817,620		862,125
5% Senior Notes due 2028 (the "5% Notes due 2028")(1)	500,000		(4,220)		495,780		428,750		500,000		(4,763)		495,237		513,750
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)	1,000,000		(10,126)		989,874		815,000		1,000,000		(11,211)		988,789		1,022,500
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)	1,300,000		(11,783)		1,288,217		1,072,500		1,300,000		(12,911)		1,287,089		1,355,250
41/2% Senior Notes due 2031 (the "41/2% Notes")(1)	1,100,000		(10,471)		1,089,529		847,000		1,100,000		(11,404)		1,088,596		1,094,500
5% Senior Notes due 2032 (the "5% Notes due 2032")	750,000		(12,827)		737,173		579,375		750,000		(13,782)		736,218		767,813
55/8% Senior Notes due 2032 (the "55/8% Notes")(1)	600,000		(5,711)		594,289		477,000		600,000		(6,147)		593,853		637,500
Real Estate Mortgages, Financing Lease Liabilities and Other	407,646		(643)		407,003		407,646		460,648		(840)		459,808		460,648
Accounts Receivable Securitization Program	316,700		(584)		316,116		316,700		—		(450)		(450)		—
Total Long-term Debt	10,395,281		(85,160)		10,310,121				9,364,451		(92,510)		9,271,941
Less Current Portion	(81,275)		—		(81,275)				(310,084)		656		(309,428)
Long-term Debt, Net of Current Portion	$	10,314,006	$	(85,160)	$	10,228,846			$	9,054,367	$	(91,854)	$	8,962,513

(1) Collectively, the "Parent Notes".

See Note 7 to Notes to Consolidated Financial Statements included in our Current Report for additional information regarding our 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, 2022 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2021 (which are disclosed in our Current Report).


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									24

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT (CONTINUED)

CREDIT AGREEMENT

Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the "Revolving Credit Facility"), a term loan A (the "Term Loan A") and a term loan B (the "Term Loan B"). On March 18, 2022, we entered into an amendment to the Credit Agreement, which included the following changes:

(i) extended the maturity date of the Revolving Credit Facility and Term Loan A from June 3, 2023 to March 18, 2027;

(ii) refinanced and increased the borrowing capacity that IMI and certain of its United States and foreign subsidiaries are able to borrow under the Revolving Credit Facility from $1,750,000 to $2,250,000;

(iii) refinanced the existing Term Loan A with a new $250,000 Term Loan A; and

(iv) increased the net total lease adjusted leverage ratio maximum allowable from 6.5x to 7.0x and removed the net secured lease adjusted leverage ratio requirement.

On March 18, 2022, we borrowed the full amount of the Term Loan A. As of September 30, 2022, we had $890,000, $243,750 and $668,500 of outstanding borrowings under the Revolving Credit Facility, Term Loan A and Term Loan B, respectively. In addition, we also had various outstanding letters of credit totaling $3,779. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2022 was $1,356,221 (which represents the maximum availability as of such date). Additionally, the Credit Agreement permits us to incur incremental indebtedness thereunder by adding new term loans or revolving loans or by increasing the principal amount of any existing loans thereunder, subject to a cap contained therein.

REVOLVING CREDIT FACILITY

$2,250,000

TERM LOAN A

$250,000

TERM LOAN B

$700,000

Outstanding borrowings

$890,000

Aggregate outstanding principal amount

$243,750

Aggregate outstanding principal amount

$668,500

4.7%

Interest rate

4.9%

Interest rate

4.2%

Interest rate

As of September 30, 2022

AUSTRALIAN DOLLAR TERM LOAN

Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), a wholly owned subsidiary of IMI, has an AUD term loan with an original principal balance of 350,000 Australian dollars ("AUD Term Loan"). On March 18, 2022, IM Australia amended its AUD Term Loan to (i) extend the maturity date from September 22, 2022 to September 30, 2026 and (ii) decrease the interest rate from BBSY (an Australian benchmark variable interest rate) plus 3.875% to BBSY plus 3.625%. All other terms of the AUD Term Loan remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

OUTSTANDING BORROWINGS

AU$302,041

INTEREST RATE

6.7%

As of September 30, 2022


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									25

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT (CONTINUED)

UK BILATERAL REVOLVING CREDIT FACILITY

MAXIMUM AMOUNT

£140,000

OPTIONAL ADDITIONAL COMMITMENTS

£125,000

INTEREST RATE

4.2%

As of September 30, 2022

Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2022. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility. On September 22, 2022, the UK Borrowers exercised their option to extend the maturity date from September 24, 2023 to September 24, 2024. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

On June 29, 2022, we amended the Accounts Receivable Securitization Program to (i) increase the maximum borrowing capacity from $300,000 to $325,000, with an option to increase the borrowing capacity to $400,000, (ii) change the interest rate under Accounts Receivable Securitization Program from LIBOR plus 1.0% to SOFR plus 0.95%, with a credit spread adjustment of 0.10% and (iii) extend the maturity date from July 1, 2023 to July 1, 2025, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

MAXIMUM AMOUNT

$325,000

OUTSTANDING BORROWING

$316,700

INTEREST RATE

4.1%

As of September 30, 2022

CASH POOLING

During the third quarter of 2022, we entered into two new cash pooling arrangements with JP Morgan Chase Bank, N.A. ("JPM"), one of which we utilize to manage global liquidity requirements for our QRSs in the Europe, Middle East, and Africa regions (the "JPM QRS EMEA Cash Pool") and the other for our TRSs in the Europe, Middle East, and Africa regions (the "JPM TRS EMEA Cash Pool"). We continue to utilize our two other cash pooling arrangements with JPM, one of which we utilize to manage global liquidity requirements for our QRSs in the Asia Pacific region (the "JPM QRS APAC Cash Pool") and the other for our TRSs in the Asia Pacific region (the "JPM TRS APAC Cash Pool").

Additionally, we utilize two separate cash pooling arrangements with Bank Mendes Gans ("BMG"), one of which we utilize to manage global liquidity requirements for our QRSs (the "BMG QRS Cash Pool") and the other for our TRSs (the "BMG TRS Cash Pool").


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									26

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT (CONTINUED)

The approximate amount of the net cash position for our cash pools and the approximate amount of the gross position and outstanding debit balances for each of these pools as of September 30, 2022 and December 31, 2021 are as follows:


	SEPTEMBER 30, 2022						DECEMBER 31, 2021
	GROSS CASH POSITION		OUTSTANDING DEBIT BALANCES		NET CASH POSITION		GROSS CASH POSITION		OUTSTANDING DEBIT BALANCES		NET CASH POSITION
BMG QRS Cash Pool	$	590,127	$	(588,633)	$	1,494	$	552,900	$	(552,100)	$	800
BMG TRS Cash Pool	539,557		(538,498)		1,059		606,000		(603,900)		2,100
JPM QRS APAC Cash Pool	23,561		(23,394)		167		9,400		(9,200)		200
JPM TRS APAC Cash Pool	22,272		(21,899)		373		12,000		(9,900)		2,100
JPM QRS EMEA Cash Pool	6,030		(5,718)		312		—		—		—
JPM TRS EMEA Cash Pool	2,104		(2,044)		60		—		—		—

The net cash position balances as of September 30, 2022 and December 31, 2021 are reflected as cash and cash equivalents in our Condensed Consolidated Balance Sheets.

LETTERS OF CREDIT

As of September 30, 2022, we had outstanding letters of credit totaling $37,221, of which $3,779 reduce our borrowing capacity under the Revolving Credit Facility (as described above). The letters of credit expire at various dates between October 2022 and January 2033.

DEBT COVENANTS

The Credit Agreement, our bond 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 other specified 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 bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio and a net total lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use EBITDA based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of September 30, 2022 and December 31, 2021. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition.


IRON MOUNTAIN SEPTEMBER 30, 2022 FORM 10-Q									27

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

7. COMMITMENTS AND CONTINGENCIES

We are involved in litigation from time to time in the ordinary course of business, including litigation arising from damage to customer assets in our facilities caused by fires and other natural disasters. While the outcome of such litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

We have estimated a reasonably possible range for all loss contingencies 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 $24,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.

8. STOCKHOLDERS' EQUITY MATTERS

In fiscal year 2021 and the nine months ended September 30, 2022, our board of directors declared the following dividends:

DECLARATION DATE

DIVIDEND
PER SHARE

RECORD DATE

TOTAL
AMOUNT

PAYMENT DATE

February 24, 2021

0.6185

March 15, 2021

178,569

April 6, 2021

May 6, 2021

0.6185

June 15, 2021

179,026

July 6, 2021

August 5, 2021

0.6185

September 15, 2021

179,080

October 6, 2021

November 4, 2021

0.6185

December 15, 2021

179,132

January 6, 2022

February 24, 2022

0.6185

March 15, 2022

179,661

April 6, 2022

April 28, 2022

0.6185

June 15, 2022

179,781

July 6, 2022

August 4, 2022

0.6185

September 15, 2022

179,790

October 4, 2022

On November 3, 2022, we declared a dividend to our stockholders of record as of December 15, 2022 of $0.6185 per share, payable on January 5, 2023.

9. SEGMENT INFORMATION

As discussed in Note 11 to Notes to Consolidated Financial Statements included in our Current Report, in the second quarter of 2022, we reassessed the composition of our reportable segments and note that (i) our Entertainment Services offerings are now managed as part of our Global Records and Information Management ("Global RIM") Business segment; (ii) certain commercial costs that were previously managed as part of Corporate and Other Business are now managed as part of our Global RIM Business segment; and (iii) our ALM services, which includes our legacy secure IT disposition business and our business acquired from ITRenew, are now managed as a separate operating segment that is included in Corporate and Other Business. Previously reported segment information has been restated to conform to the current presentation.

Our reportable segments as of December 31, 2021 are described in Note 11 to Notes to Consolidated Financial Statements included in our Current Report and are as follows:

•Global RIM Business

•Global Data Center Business

•Corporate and Other Business

The operations associated with acquisitions completed during the first nine months of 2022 have been incorporated into our existing reportable segments.


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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION (CONTINUED)

An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2022 and 2021 is as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Global RIM Business
Total Revenues	$	1,091,102	$	997,843	$	3,210,469	$	2,971,085
Adjusted EBITDA	483,862		435,904		1,402,025		1,263,277
Global Data Center Business
Total Revenues	$	100,309	$	88,587	$	297,384	$	236,672
Adjusted EBITDA	42,660		35,097		126,944		98,961
Corporate and Other Business
Total Revenues	$	95,534	$	43,718	$	316,672	$	124,187
Adjusted EBITDA	(57,088)		(53,232)		(173,835)		(158,273)
Total Consolidated
Total Revenues	$	1,286,945	$	1,130,148	$	3,824,525	$	3,331,944
Adjusted EBITDA	469,434		417,769		1,355,134		1,203,965


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Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION (CONTINUED)

Adjusted EBITDA for each segment is defined as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:



EXCLUDED
•Acquisition and Integration Costs •Restructuring charges •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)			•Other (income) expense, net •Stock-based compensation expense

Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

A reconciliation of Net Income (Loss) to Adjusted EBITDA on a consolidated basis for the three and nine months ended September 30, 2022 and 2021 is as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Net Income (Loss)	$	192,931	$	68,111	$	436,496	$	391,264
Add/(Deduct):
Interest expense, net	121,767		103,809		351,266		313,451
Provision (benefit) for income taxes	23,934		28,017		52,097		153,073
Depreciation and amortization	175,077		174,818		536,946		507,145
Acquisition and Integration Costs	5,554		1,138		38,093		3,415
Restructuring charges	3,382		50,432		3,382		129,686
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(14,170)		(935)		(66,124)		(134,321)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures	(56,226)		(21,517)		(48,814)		(209,001)
Stock-based compensation expense	14,326		12,644		45,923		45,913
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures	2,859		1,252		5,869		3,340
Adjusted EBITDA	$	469,434	$	417,769	$	1,355,134	$	1,203,965


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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION (CONTINUED)

Information as to our revenues by product and service lines by segment for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Global RIM Business
Records Management(1)	$	829,357	$	767,059	$	2,450,903	$	2,285,000
Data Management(1)	127,226		130,679		385,276		399,420
Information Destruction(1)(2)	134,519		100,105		374,290		286,665
Data Center(1)	—		—		—		—


Global Data Center Business
Records Management(1)	$	—	$	—	$	—	$	—
Data Management(1)	—		—		—		—
Information Destruction(1)	—		—		—		—
Data Center(1)	100,309		88,587		297,384		236,672


Corporate and Other Business
Records Management(1)	$	35,787	$	30,453	$	103,826	$	91,850
Data Management(1)	—		—		—		—
Information Destruction(1)(3)	59,747		13,265		212,846		32,337
Data Center(1)	—		—		—		—








Total Consolidated
Records Management(1)	$	865,144	$	797,512	$	2,554,729	$	2,376,850
Data Management(1)	127,226		130,679		385,276		399,420
Information Destruction(1)(2)(3)	194,266		113,370		587,136		319,002
Data Center(1)	100,309		88,587		297,384		236,672

(1)Each of these offerings has a component of revenue that is storage rental related and a component that is service revenue, except for information destruction, which does not have a storage rental component.

(2)Includes secure shredding services.

(3)Includes product revenue from ITRenew.

10. RELATED PARTIES

In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we will earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements"). Revenues and expenses associated with the Frankfurt JV Agreements are presented as a component of our Global Data Center Business segment. During the three and nine months ended September 30, 2022, we recognized revenue of approximately $700 and $13,500, respectively, and during the three and nine months ended September 30, 2021, we recognized revenue of approximately $1,200 and $3,100, respectively, associated with the Frankfurt JV Agreements.


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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

10. RELATED PARTIES (CONTINUED)

In March 2019, in connection with the formation of the MakeSpace JV, we 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"). In February 2022, in connection with the formation of the Clutter JV, we terminated the MakeSpace Agreement and entered into a storage and service agreement with the Clutter JV to provide certain storage and related services to the Clutter JV (the "Clutter Agreement"). Revenues and expenses associated with the MakeSpace Agreement and Clutter Agreement are presented as a component of our Global RIM Business segment. During the three and nine months ended September 30, 2022, we recognized revenue of approximately $6,900 and $21,300, respectively, and during the three and nine months ended September 30, 2021, we recognized revenue of approximately $9,300 and $24,900, respectively, associated with the MakeSpace Agreement and Clutter Agreement.

11. RESTRUCTURING CHARGES

PROJECT MATTERHORN

In September 2022, we announced a global program designed to accelerate the growth of our business (“Project Matterhorn”). Project Matterhorn investments will focus on transforming our operating model to a global operating model. This program is designed to allow us to shift from a product-based to a solution-based sales approach to better serve our customers’ needs and establish a global operating model that is designed to allow us to optimize our shared services and best practices. We expect to incur approximately $150,000 in costs annually related to Project Matterhorn from 2023 through 2025. Total costs related to Project Matterhorn for the three and nine months ended September 30, 2022 were not material.

PROJECT SUMMIT

The implementation of Project Summit resulted in total operating expenditures of approximately $450,000 that primarily consisted of: (1) employee severance costs; (2) internal costs associated with the development and implementation of Project Summit initiatives; (3) professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and (4) system implementation and data conversion costs. As Project Summit was completed as of December 31, 2021, there were no restructuring charges for the three and nine months ended September 30, 2022. Total restructuring charges for the three and nine months ended September 30, 2021 was $50,432 and $129,686, respectively, and consisted of (i) employee severance costs of $6,797 and $14,526, respectively, and (ii) professional fees and other costs of $43,635 and $115,160, respectively.


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Part I. Financial Information

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, 2022 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and nine months ended September 30, 2022, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2021, included in Exhibit 99.1 of our Current Report on Form 8-K filed with the United States Securities and Exchange Commission ("SEC") on August 4, 2022 (our "Current Report").

FORWARD-LOOKING STATEMENTS

We have made statements in this 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 current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes", "expects", "anticipates", "estimates", "plans", "intends", "pursue", "will" 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 or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures), incorporate alternative technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand internationally and manage our international operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;

•changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space;

•the impact of our distribution requirements on our ability to execute our business plan;

•the severity and duration of the COVID-19 pandemic and its effects on the global economy, including its effects on us, the markets we serve and our customers and the third parties with whom we do business within those markets;

•our ability to fund capital expenditures;

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

•the costs of complying with and our ability to comply with laws, regulations and customer requirements, including those relating to data privacy and cybersecurity issues, as well as fire and safety and environmental standards;

•the impact of attacks on our internal information technology ("IT") systems, including the impact of such incidents on our reputation and ability to compete and any litigation or disputes that may arise in connection with such incidents;

•changes in the political and economic environments in the countries in which our international subsidiaries operate and changes in the global political climate, particularly as we consolidate operations and move records and data across borders;

•our ability to raise debt or equity capital and changes in the cost of our debt;

•our ability to comply with our existing debt obligations and restrictions in our debt instruments;

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

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

•failures to implement and manage new IT systems;

•unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;

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

•the other risks described in our periodic reports filed with the SEC, including under the caption "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on February 24, 2022.

Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.


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Part I. Financial Information

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, 2022 within each section. Trends and changes that are consistent for both the three and nine month periods are not repeated and are discussed on a year to date basis only.

PROJECT MATTERHORN

In September 2022, we announced a global program designed to accelerate the growth of our business (“Project Matterhorn”). Project Matterhorn investments will focus on transforming our operating model to a global operating model. This program is designed to allow us to shift from a product-based to a solution-based sales approach to better serve our customers’ needs and establish a global operating model that is designed to allow us to optimize our shared services and best practices. We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025. Total costs related to Project Matterhorn for the three and nine months ended September 30, 2022 were not material.

PROJECT SUMMIT

In October 2019, we announced our global program designed to better position us for future growth and achievement of our strategic objectives ("Project Summit") which we completed as of December 31, 2021. Project Summit has improved annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, of which approximately $160.0 million and $165.0 million were realized in 2021 and 2020, respectively, with the remainder realized during 2022.

ACQUISITION OF ITRENEW

On January 25, 2022, in order to expand our asset lifecycle management ("ALM") operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("ITRenew"). From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. ITRenew is presented in Corporate and Other Business and primarily operates in the United States. See Acquisitions within the Liquidity and Capital Resources section below for additional information.

DIVESTMENTS AND DECONSOLIDATIONS

IPM DIVESTMENT

On June 7, 2021, we sold our Intellectual Property Management ("IPM") business, also known as our technology escrow services business, which we predominantly operated in the United States, for total gross consideration of approximately $215.4 million (the "IPM Divestment"). We have concluded that the IPM 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. Accordingly, the revenues and expenses associated with this business are presented as a component of Operating income (loss) in our Condensed Consolidated Statements of Operations through the date of divestment and the cash flows associated with this business is presented as a component of cash flows from operations in our Condensed Consolidated Statements of Cash Flows through the date of divestment. Our IPM business represented approximately $14.2 million of total revenues and approximately $6.8 million of total net income from January 1, 2021 through the date of divestment on June 7, 2021.

DECONSOLIDATIONS

On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and the subsequent remeasurement of the retained investment to a fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it 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 these businesses are presented as a component of Operating income (loss) in our Condensed Consolidated Statements of Operations through the date of deconsolidation and the cash flows associated with these businesses are presented as a component of Cash flows from operations in our Condensed Consolidated Statements of Cash Flows through the date of the deconsolidation. These businesses represented approximately $44.9 million of total revenues and $7.2 million of total net income for the year ended December 31, 2021.


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Part I. Financial Information

GENERAL

RESULTS OF OPERATIONS - KEY TRENDS

•We have experienced steady volume in our Global RIM Business segment, with organic storage rental revenue growth driven primarily by revenue management. We expect organic storage rental revenue growth to benefit from revenue management and volume to be relatively stable in the near term.

•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth for the remainder of 2022 and into 2023 to benefit from our new and existing digital offerings, as well as our traditional services.

•We expect continued total revenue and Adjusted EBITDA growth in 2022 and into 2023 as a result of our focus on new product and service offerings, innovation, customer solutions and market expansion in line with our Project Matterhorn objectives.

•We expect the impact of a stronger US dollar to create headwinds on reported total revenue and Adjusted EBITDA growth against prior periods through the remainder of 2022 and into 2023.

Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the nine months ended September 30, 2022 consists of the following:


COST OF SALES						SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

NON-GAAP MEASURES

ADJUSTED EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:



EXCLUDED
•Acquisition and Integration Costs (as defined below) •Restructuring charges •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)						•Other (income) expense, net •Stock-based compensation expense

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.


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Part I. Financial Information

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. 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, net income (loss) or cash flows from operating activities (as determined in accordance with GAAP).

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Net Income (Loss)	$	192,931	$	68,111	$	436,496	$	391,264
Add/(Deduct):
Interest expense, net	121,767		103,809		351,266		313,451
Provision (benefit) for income taxes	23,934		28,017		52,097		153,073
Depreciation and amortization	175,077		174,818		536,946		507,145
Acquisition and Integration Costs(1)	5,554		1,138		38,093		3,415
Restructuring charges(2)	3,382		50,432		3,382		129,686
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(14,170)		(935)		(66,124)		(134,321)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures	(56,226)		(21,517)		(48,814)		(209,001)
Stock-based compensation expense	14,326		12,644		45,923		45,913
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures	2,859		1,252		5,869		3,340
Adjusted EBITDA	$	469,434	$	417,769	$	1,355,134	$	1,203,965

(1) Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance, facility upgrade and system integration costs (collectively, "Acquisition and Integration Costs"). Acquisition and Integration Costs do not include costs associated with the formation of joint ventures or costs associated with the acquisition of customer relationships.

(2) Represent operating expenses associated with the implementation of (1) Project Matterhorn for the three and nine months ended September 30, 2022 and (2) Project Summit that primarily consisted of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit initiatives; (iii) professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and (iv) system implementation and data conversion costs for the three and nine months ended September 30, 2021.


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Part I. Financial Information

ADJUSTED EPS

We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:



EXCLUDED
•Acquisition and Integration Costs •Restructuring charges •Amortization related to the write-off of certain customer relationship intangible assets •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)						•Other (income) expense, net •Stock-based compensation expense •Tax impact of reconciling items and discrete tax items

We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.

RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.66	$	0.23	$	1.49	$	1.34
Add/(Deduct):
Acquisition and Integration Costs	0.02		—		0.13		0.01
Restructuring charges	0.01		0.17		0.01		0.45
Amortization related to the write-off of certain customer relationship intangible assets	—		—		0.02		—
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(0.05)		(0.01)		(0.22)		(0.46)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures	(0.19)		(0.07)		(0.17)		(0.72)
Stock-based compensation expense	0.05		0.04		0.16		0.16
Tax impact of reconciling items and discrete tax items(1)	(0.01)		0.02		(0.09)		0.31
Net Income (Loss) Attributable to Noncontrolling Interests	—		—		0.01		0.01

Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)	$	0.48	$	0.40	$	1.34	$	1.09

(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, 2022 and 2021 is primarily due to (i) the reconciling items above, which impact our reported net income (loss) 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 both the three and nine months ended September 30, 2022 and 2021 was 16.5%. The Tax impact of reconciling items and discrete tax items is calculated using the current quarter's estimate of the annual structural tax rate for the full year. This may result in the current period adjustment plus prior period reported quarterly adjustments not summing to the full year adjustment.

(2)Columns may not foot due to rounding.


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Part I. Financial Information

FFO (NAREIT) AND FFO (NORMALIZED)

Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts ("Nareit") as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles and adjusting for our share of reconciling items from our unconsolidated joint ventures from FFO ("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, we modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:



EXCLUDED
•Acquisition and Integration Costs •Restructuring charges •Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) •Other (income) expense, net						•Stock-based compensation expense •Real estate financing lease depreciation •Tax impact of reconciling items and discrete tax items

RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022		2021		2022		2021
Net Income (Loss)	$	192,931	$	68,111	$	436,496	$	391,264
Add/(Deduct):
Real estate depreciation	74,652		79,463		228,993		230,294
(Gain) loss on sale of real estate, net of tax	(15,666)		748		(64,430)		(106,033)
Data center lease-based intangible assets amortization	3,687		10,458		11,850		31,423

FFO (Nareit)	255,604		158,780		612,909		546,948
Add/(Deduct):
Acquisition and Integration Costs	5,554		1,138		38,093		3,415
Restructuring charges	3,382		50,432		3,382		129,686
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)	2,616		(1,668)		(573)		(2,890)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)	(56,226)		(21,517)		(48,814)		(209,001)
Stock-based compensation expense	14,326		12,644		45,923		45,913
Real estate financing lease depreciation	3,020		3,740		10,227		10,791
Tax impact of reconciling items and discrete tax items(2)	(5,184)		5,304		(26,090)		65,120

Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures	223		(17)		577		(30)
FFO (Normalized)	$	223,315	$	208,836	$	635,634	$	589,952

(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.l. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.

(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(1.2) million and $(11.4) million for the three and nine months ended September 30, 2022, respectively, and $5.0 million and $19.4 million for the three and nine months ended September 30, 2021, respectively.


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Part I. Financial Information

CRITICAL ACCOUNTING ESTIMATES

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 estimates 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 estimates can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Current Report, and the Consolidated Financial Statements and the Notes included therein. We have determined that no material changes concerning our critical accounting estimates have occurred since December 31, 2021. See Note 2.k. to Notes to Consolidated Financial Statements included in our Current Report for information regarding the reassessment of the composition of our reporting units as a result of the realignment of our global managerial structure during the second quarter of 2022.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 (IN THOUSANDS):


	THREE MONTHS ENDED SEPTEMBER 30,						DOLLAR CHANGE		PERCENTAGE CHANGE
	2022			2021
Revenues	$	1,286,945		$	1,130,148		$	156,797	13.9	%
Operating Expenses	1,001,183			948,712			52,471		5.5	%
Operating Income	285,762			181,436			104,326		57.5	%
Other Expenses, Net	92,831			113,325			(20,494)		(18.1)	%


Net Income (Loss)	192,931			68,111			124,820		183.3	%
Net Income (Loss) Attributable to Noncontrolling Interests	767			428			339		79.2	%
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	192,164		$	67,683		$	124,481	183.9	%
Adjusted EBITDA(1)	$	469,434		$	417,769		$	51,665	12.4	%
Adjusted EBITDA Margin(1)	36.5		%	37.0		%


	NINE MONTHS ENDED SEPTEMBER 30,						DOLLAR CHANGE		PERCENTAGE CHANGE
	2022			2021
Revenues	$	3,824,525		$	3,331,944		$	492,581	14.8	%
Operating Expenses	3,022,852			2,674,174			348,678		13.0	%
Operating Income	801,673			657,770			143,903		21.9	%
Other Expenses, Net	365,177			266,506			98,671		37.0	%


Net Income (Loss)	436,496			391,264			45,232		11.6	%
Net Income (Loss) Attributable to Noncontrolling Interests	1,952			2,693			(741)		(27.5)	%
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	434,544		$	388,571		$	45,973	11.8	%
Adjusted EBITDA(1)	$	1,355,134		$	1,203,965		$	151,169	12.6	%
Adjusted EBITDA Margin(1)	35.4		%	36.1		%

(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA 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

Total revenues consist of the following (in thousands):


	THREE MONTHS ENDED SEPTEMBER 30,						PERCENTAGE CHANGE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY(1)		ORGANIC GROWTH(2)		IMPACT OF ACQUISITIONS
Storage Rental	$	760,370	$	718,614	$	41,756	5.8	%	9.8	%	9.7	%	0.1	%
Service	526,575		411,534		115,041		28.0	%	32.8	%	21.8	%	11.0	%
Total Revenues	$	1,286,945	$	1,130,148	$	156,797	13.9	%	18.2	%	14.1	%	4.1	%


	NINE MONTHS ENDED SEPTEMBER 30,						PERCENTAGE CHANGE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY(1)		ORGANIC GROWTH(2)		IMPACT OF ACQUISITIONS
Storage Rental	$	2,264,566	$	2,144,942	$	119,624	5.6	%	8.5	%	8.2	%	0.3	%
Service	1,559,959		1,187,002		372,957		31.4	%	35.3	%	19.7	%	15.6	%
Total Revenues	$	3,824,525	$	3,331,944	$	492,581	14.8	%	18.0	%	12.4	%	5.6	%

(1)Constant currency growth rates, which are a non-GAAP measure, are calculated by translating the 2021 results at the 2022 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.

TOTAL REVENUES

For the nine months ended September 30, 2022, the increase in reported revenue was primarily driven by organic storage rental revenue growth and organic service revenue growth and the impact of acquisitions, primarily ITRenew. Foreign currency exchange rate fluctuations decreased our reported revenue growth rate for the nine months ended September 30, 2022 by 3.2% compared to the prior year period.

STORAGE RENTAL REVENUE AND SERVICE REVENUE

Primary factors influencing the change in reported storage rental revenue and reported service revenue for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 include the following:



STORAGE RENTAL REVENUE						•organic storage rental revenue growth driven by increased volume in faster growing markets and our Global Data Center Business segment and revenue management; •a 0.7% increase in total global volume excluding deconsolidations (also excluding acquisitions, total global volume increased 0.7%); and •a decrease of $57.5 million due to foreign currency exchange rate fluctuations.


SERVICE REVENUE						•organic service revenue growth reflecting increased service activity levels; •an increase of $167.9 million due to our recent acquisition of ITRenew; and •a decrease of $33.7 million due to foreign currency exchange rate fluctuations.


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Part I. Financial Information

OPERATING EXPENSES

COST OF SALES

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


	THREE MONTHS ENDED SEPTEMBER 30,						PERCENTAGE CHANGE				% OF TOTAL REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2022		2021
Labor	$	199,738	$	190,285	$	9,453	5.0	%	9.1	%	15.5	%	16.8	%	(1.3)	%
Facilities	225,233		202,426		22,807		11.3	%	15.8	%	17.5	%	17.9	%	(0.4)	%
Transportation	40,835		33,314		7,521		22.6	%	27.0	%	3.2	%	2.9	%	0.3	%
Product Cost of Sales and Others	80,235		55,638		24,597		44.2	%	51.1	%	6.2	%	4.9	%	1.3	%
Total Cost of sales	$	546,041	$	481,663	$	64,378	13.4	%	18.0	%	42.4	%	42.6	%	(0.2)	%


	NINE MONTHS ENDED SEPTEMBER 30,						PERCENTAGE CHANGE				% OF TOTAL REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2022		2021
Labor	$	604,698	$	578,765	$	25,933	4.5	%	7.6	%	15.8	%	17.4	%	(1.6)	%
Facilities	657,347		593,487		63,860		10.8	%	14.0	%	17.2	%	17.8	%	(0.6)	%
Transportation	118,494		101,241		17,253		17.0	%	20.3	%	3.1	%	3.0	%	0.1	%
Product Cost of Sales and Other	268,600		134,658		133,942		99.5	%	106.5	%	7.0	%	4.0	%	3.0	%
Total Cost of sales	$	1,649,139	$	1,408,151	$	240,988	17.1	%	20.6	%	43.1	%	42.3	%	0.8	%

Primary factors influencing the change in reported Cost of sales for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 include the following:

•an increase in labor costs driven by an increase in service activity and the impact of recent acquisitions, partially offset by benefits from Project Summit;

•an increase in facilities expenses driven by increases in rent expense, reflecting the impact from our sale-leaseback activity during 2021 and the first nine months of 2022 (which we expect to continue for the remainder of 2022 as we continue to look for future opportunities to monetize a small portion of our owned industrial real estate assets as part of our ongoing capital recycling program), as well as increases in utilities and building maintenance costs;

•an increase in product cost of sales and other driven by the acquisition of ITRenew; and

•a decrease of $40.9 million due to foreign currency exchange rate fluctuations.


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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 TOTAL REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2022		2021
General, Administrative and Other	$	208,620	$	183,476	$	25,144	13.7	%	17.1	%	16.2	%	16.2	%	—	%
Sales, Marketing and Account Management	76,679		58,120		18,559		31.9	%	37.7	%	6.0	%	5.1	%	0.9	%
Total Selling, general and administrative expenses	$	285,299	$	241,596	$	43,703	18.1	%	22.0	%	22.2	%	21.4	%	0.8	%


	NINE MONTHS ENDED SEPTEMBER 30,						PERCENTAGE CHANGE				% OF TOTAL REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2022		2021		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2022		2021
General, Administrative and Other	$	635,827	$	561,686	$	74,141	13.2	%	15.6	%	16.6	%	16.9	%	(0.3)	%
Sales, Marketing and Account Management	225,589		198,412		27,177		13.7	%	16.8	%	5.9	%	6.0	%	(0.1)	%
Total Selling, general and administrative expenses	$	861,416	$	760,098	$	101,318	13.3	%	15.9	%	22.5	%	22.8	%	(0.3)	%

Primary factors influencing the change in reported Selling, general and administrative expenses for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 include the following:

•an increase in general, administrative and other expenses, driven by recent acquisitions, higher wages and benefits, employee related costs, information technology costs and professional fees, partially offset by benefits from Project Summit;

•an increase in sales, marketing and account management expenses, driven by recent acquisitions and higher compensation expense, primarily reflecting increased wages and benefits; and

•a decrease of $16.9 million due to foreign currency exchange rate fluctuations.

DEPRECIATION AND AMORTIZATION

Depreciation expense increased by $3.4 million, or 1.0%, for the nine months ended September 30, 2022 compared to the prior year period. See Note 2.h. to Notes to Consolidated Financial Statements included in our Current Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.

Amortization expense increased by $26.4 million, or 16.5%, for the nine months ended September 30, 2022 compared to the prior year period primarily driven by the amortization of the intangible assets acquired in the ITRenew Transaction.

ACQUISITION AND INTEGRATION COSTS

Acquisition and Integration Costs for the nine months ended September 30, 2022 were approximately $38.1 million and primarily consist of legal and professional fees.

(GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET

Gain on disposal/write-down of property, plant and equipment, net for the nine months ended September 30, 2022 was approximately $66.1 million. The gain primarily consists of gains of approximately $66.0 million associated with sale and sale-leaseback transactions, of which (i) approximately $17.0 million relates to sale-leaseback transactions of two facilities in the United States and one in Canada during the third quarter of 2022 and (ii) approximately $49.0 million relates to sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States during the second quarter of 2022.

Gain on disposal/write-down of property, plant and equipment, net for the nine months ended September 30, 2021 was approximately $134.3 million, which primarily consists of gains of approximately $127.4 million associated with sale-leaseback transactions of five facilities in the United Kingdom during the second quarter of 2021.


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OTHER EXPENSES, NET

INTEREST EXPENSE, NET

Interest expense, net increased by $37.8 million to $351.3 million in the nine months ended September 30, 2022 from $313.5 million in the prior year period, primarily driven by increases in average debt balances and the weighted average interest rate on our outstanding debt at September 30, 2022. See Note 6 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
DESCRIPTION	2022		2021				2022		2021
Foreign currency transaction (gains) losses, net(1)	$	(58,519)	$	(23,200)	$	(35,319)	$	(126,759)	$	(16,157)	$	(110,602)
Debt extinguishment expense	—		—		—		671		—		671
Other, net(2)	5,649		4,699		950		87,902		(183,861)		271,763
Other (Income) Expense, Net	$	(52,870)	$	(18,501)	$	(34,369)	$	(38,186)	$	(200,018)	$	161,832

(1)We recognized net foreign currency transaction gains of $58.5 million and $126.8 million for the three and nine months ended September 30, 2022, respectively. These gains primarily consist of the impact of changes in the exchange rate of the Euro and the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.

(2)On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and the subsequent remeasurement of the retained investment to a fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. The loss was partially offset by a gain recorded in the first quarter of 2022 of approximately $35.8 million associated with the Clutter Transaction (as defined below).

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 effective tax rates for the three and nine months ended September 30, 2022 and 2021 are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2022(1)		2021		2022(1)		2021
Effective Tax Rate	11.0	%	29.1	%	10.7	%	28.1	%


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NET INCOME (LOSS) AND ADJUSTED EBITDA

The following table reflects the effect of the foregoing factors on our Net Income (Loss) and Adjusted EBITDA (in thousands):


	THREE MONTHS ENDED SEPTEMBER 30,						DOLLAR CHANGE		PERCENTAGE CHANGE
	2022			2021
Net Income (Loss)	$	192,931		$	68,111		$	124,820	183.3	%
Net Income (Loss) as a percentage of Revenue	15.0		%	6.0		%
Adjusted EBITDA	$	469,434		$	417,769		$	51,665	12.4	%
Adjusted EBITDA Margin	36.5		%	37.0		%


	NINE MONTHS ENDED SEPTEMBER 30,						DOLLAR CHANGE		PERCENTAGE CHANGE
	2022			2021
Net Income (Loss)	$	436,496		$	391,264		$	45,232	11.6	%
Net Income (Loss) as a percentage of Revenue	11.4		%	11.7		%
Adjusted EBITDA	$	1,355,134		$	1,203,965		$	151,169	12.6	%
Adjusted EBITDA Margin	35.4		%	36.1		%



Adjusted EBITDA Margin for the nine months ended September 30, 2022 decreased by 70 basis points compared to the same prior year period, primarily reflecting a 150 basis point decrease from the acquisition of ITRenew, partially offset by improved service revenue trends, benefits from Project Summit, revenue management and ongoing cost containment measures.			↑ INCREASED BY $151.2 MILLION OR 12.6% Adjusted EBITDA


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Part I. Financial Information

SEGMENT ANALYSIS

See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, for a description of our reportable segments. Previously reported segment information has been restated to conform to the current presentation.

GLOBAL RIM BUSINESS (IN THOUSANDS)


	THREE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	650,141		$	633,403		$	16,738	2.6	%	6.6	%	7.1	%	(0.5)	%
Service	440,961			364,440			76,521		21.0	%	25.3	%	25.6	%	(0.3)	%
Segment Revenue	$	1,091,102		$	997,843		$	93,259	9.3	%	13.4	%	13.9	%	(0.5)	%
Segment Adjusted EBITDA	$	483,862		$	435,904		$	47,958
Segment Adjusted EBITDA Margin	44.3		%	43.7		%


	NINE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	1,949,999		$	1,883,967		$	66,032	3.5	%	6.5	%	6.0	%	0.5	%
Service	1,260,470			1,087,118			173,352		15.9	%	19.2	%	18.7	%	0.5	%
Segment Revenue	$	3,210,469		$	2,971,085		$	239,384	8.1	%	11.1	%	10.7	%	0.4	%
Segment Adjusted EBITDA	$	1,402,025		$	1,263,277		$	138,748
Segment Adjusted EBITDA Margin	43.7		%	42.5		%

NINE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)

Storage Rental
Revenue

Service
Revenue

Segment
Revenue

Segment Adjusted
EBITDA

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the nine months ended September 30, 2022 compared to the prior year period include the following:

•organic storage rental revenue growth driven by revenue management and volume;

•a 0.7% increase in Global RIM volume excluding deconsolidations (also excluding acquisitions, Global RIM volume increased 0.7%);

•organic service revenue growth mainly driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business;

•a decrease in revenue of $81.8 million due to foreign currency exchange rate fluctuations; and

•a 120 basis point increase in Adjusted EBITDA Margin primarily driven by revenue management, benefits from Project Summit and ongoing cost containment measures.


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GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)


	THREE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	96,328		$	72,411		$	23,917	33.0	%	37.3	%	32.6	%	4.7	%
Service	3,981			16,176			(12,195)		(75.4)	%	(73.4)	%	(74.3)	%	0.9	%
Segment Revenue	$	100,309		$	88,587		$	11,722	13.2	%	17.9	%	13.3	%	4.6	%
Segment Adjusted EBITDA	$	42,660		$	35,097		$	7,563
Segment Adjusted EBITDA Margin	42.5		%	39.6		%


	NINE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	273,547		$	210,805		$	62,742	29.8	%	32.7	%	27.7	%	5.0	%
Service	23,837			25,867			(2,030)		(7.8)	%	(1.5)	%	(3.5)	%	2.0	%
Segment Revenue	$	297,384		$	236,672		$	60,712	25.7	%	29.1	%	24.3	%	4.8	%
Segment Adjusted EBITDA	$	126,944		$	98,961		$	27,983
Segment Adjusted EBITDA Margin	42.7		%	41.8		%

NINE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)

Storage Rental
Revenue

Service
Revenue

Segment
Revenue

Segment Adjusted
EBITDA

Primary factors influencing the change in revenue, Adjusted EBITDA and Adjusted EBITDA Margin in our Global Data Center Business segment for the nine months ended September 30, 2022 compared to the prior year period include the following:

•organic storage rental revenue growth from leases that commenced during the first nine months of 2022 and in prior periods and higher pass-through power costs, partially offset by churn of 320 basis points;

•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and

•a 90 basis point increase in Adjusted EBITDA Margin reflecting ongoing cost management and a decline in lower margin project revenue, partially offset by higher pass-through power costs.

The organic service revenue decline for the three months ended September 30, 2022 compared to the prior year period is the result of the completion of special project work during the second quarter of 2022.


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CORPORATE AND OTHER BUSINESS (IN THOUSANDS)


	THREE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	13,900		$	12,800		$	1,100	8.6	%	11.1	%	8.7	%	2.4	%
Service	81,634			30,918			50,716		164.0	%	175.5	%	26.9	%	148.6	%
Revenue	$	95,534		$	43,718		$	51,816	118.5	%	126.7	%	21.5	%	105.2	%
Adjusted EBITDA	$	(57,088)		$	(53,232)		$	(3,856)
Adjusted EBITDA as a percentage of Consolidated Revenue	(4.4)		%	(4.7)		%


	NINE MONTHS ENDED SEPTEMBER 30,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2022			2021
Storage Rental	$	41,019		$	50,170		$	(9,151)	(18.2)	%	(17.4)	%	8.5	%	(25.9)	%
Service	275,653			74,017			201,636		272.4	%	285.4	%	42.4	%	243.0	%
Revenue	$	316,672		$	124,187		$	192,485	155.0	%	161.3	%	31.1	%	130.2	%
Adjusted EBITDA	$	(173,835)		$	(158,273)		$	(15,562)
Adjusted EBITDA as a percentage of Consolidated Revenue	(4.5)		%	(4.8)		%

Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other Business for the nine months ended September 30, 2022 compared to the prior year period include the following:

•a decrease in reported storage revenue reflecting the IPM Divestment in the second quarter of 2021;

•reported service revenue for the nine months ended September 30, 2022 includes $167.9 million from the acquisition of ITRenew;

•organic service revenue growth mainly driven by increased service activity levels in our Fine Arts and ALM businesses; and

•a decrease in Adjusted EBITDA driven by higher compensation expense and employee related costs, professional fees and the impact of the IPM Divestment in the second quarter of 2021, partially offset by benefits from Project Summit, improved service revenue trends and the impact of the acquisition of ITRenew.


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Part I. Financial Information

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under our Credit Agreement (as defined below) and proceeds from monetizing a small portion of our total industrial real estate assets in the future, as well as other potential financings (such as the issuance of debt or equity). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential and pending business acquisitions and investments and normal business operation needs.

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,


	2022		2021
Cash Flows from Operating Activities	$	560,355	$	463,337
Cash Flows from Investing Activities	(1,303,760)		(319,785)
Cash Flows from Financing Activities	658,447		(177,587)
Cash and Cash Equivalents, End of Period	155,223		161,439

A. CASH FLOWS FROM OPERATING ACTIVITIES

For the nine months ended September 30, 2022, net cash flows provided by operating activities increased by $97.0 million compared to the prior year period, primarily due to an increase in net income (excluding non-cash charges) of $246.1 million, partially offset by a decrease in cash from working capital of $149.1 million, primarily related to the timing of accounts payable and accrued expenses and collections of accounts receivable.

B. CASH FLOWS FROM INVESTING ACTIVITIES

Our significant investing activity during the nine months ended September 30, 2022 included:

•We paid cash for capital expenditures of $596.8 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

•We paid cash for acquisitions (net of cash acquired) of $724.2 million, primarily funded by cash on hand and borrowings under our Revolving Credit Facility (as defined in Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).

•We received $119.4 million in net proceeds from sales of property, plant and equipment, primarily related to proceeds from sale and sale-leaseback transactions of 14 facilities and parcels of land in the United States and Canada during the second and third quarters of 2022.

C. CASH FLOWS FROM FINANCING ACTIVITIES

Our significant financing activities during the nine months ended September 30, 2022 included:

•Net proceeds of $1,201.5 million primarily associated with borrowings under the Revolving Credit Facility, Term Loan A and the Accounts Receivable Securitization Program.

•Payment of dividends in the amount of $544.1 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, 2022 and 2021, organized by the type of the spending as described in our Current Report (in thousands):


	NINE MONTHS ENDED SEPTEMBER 30,
NATURE OF CAPITAL SPEND	2022		2021
Growth Investment Capital Expenditures:
Data Center	$	396,015	$	209,097
Real Estate	114,374		60,558
Innovation and Other	30,808		15,445
Total Growth Investment Capital Expenditures	541,197		285,100
Recurring Capital Expenditures:
Real Estate	$	44,294	$	43,398
Non-Real Estate	52,442		52,153
Data Center	9,420		6,936
Total Recurring Capital Expenditures	106,156		102,487
Total Capital Spend (on accrual basis)	$	647,353	$	387,587
Net increase (decrease) in prepaid capital expenditures	(960)		279
Net decrease (increase) in accrued capital expenditures	(49,592)		31,110
Total Capital Spend (on cash basis)	$	596,801	$	418,976

Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $950.0 million for the year ending December 31, 2022. Of this, we expect our capital expenditures for growth investment to be approximately $800.0 million, and our recurring capital expenditures to approach $155.0 million.

DIVIDENDS

See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first nine months of 2022 and fiscal year 2021.

On November 3, 2022, we declared a dividend to our stockholders of record as of December 15, 2022 of $0.6185 per share, payable on January 5, 2023.


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Part I. Financial Information

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 investments as of September 30, 2022 is related to cash and cash equivalents. See Note 2.f. to Notes to 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, 2022 is as follows (in thousands):


	SEPTEMBER 30, 2022
	DEBT (INCLUSIVE OF DISCOUNT)		UNAMORTIZED DEFERRED FINANCING COSTS		CARRYING AMOUNT
Revolving Credit Facility	$	890,000	$	(7,899)	$	882,101
Term Loan A	243,750		—		243,750
Term Loan B	667,766		(4,059)		663,707
Australian Dollar Term Loan	193,140		(464)		192,676
UK Bilateral Revolving Credit Facility	155,887		(175)		155,712

37/8% GBP Senior Notes due 2025 (the "GBP Notes")	445,392		(2,593)		442,799
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)	1,000,000		(7,110)		992,890
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)	825,000		(6,495)		818,505
5% Senior Notes due 2028 (the "5% Notes due 2028")(1)	500,000		(4,220)		495,780
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)	1,000,000		(10,126)		989,874
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)	1,300,000		(11,783)		1,288,217
41/2% Senior Notes due 2031 (the "41/2% Notes")(1)	1,100,000		(10,471)		1,089,529
5% Senior Notes due 2032 (the "5% Notes due 2032")	750,000		(12,827)		737,173
55/8% Senior Notes due 2032 (the "55/8% Notes")(1)	600,000		(5,711)		594,289
Real Estate Mortgages, Financing Lease Liabilities and Other	407,646		(643)		407,003
Accounts Receivable Securitization Program	316,700		(584)		316,116
Total Long-term Debt	10,395,281		(85,160)		10,310,121
Less Current Portion	(81,275)		—		(81,275)
Long-term Debt, Net of Current Portion	$	10,314,006	$	(85,160)	$	10,228,846

(1)Collectively, the "Parent Notes".

See Note 7 to Notes to Consolidated Financial Statements included in our Current Report and Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.

CREDIT AGREEMENT

(i) extended the maturity date of the Revolving Credit Facility and Term Loan A from June 3, 2023 to March 18, 2027;

(iii) refinanced the existing Term Loan A with a new $250.0 million Term Loan A; and

(iv) increased the net total lease adjusted leverage ratio maximum allowable from 6.5x to 7.0x and removed the net secured lease adjusted leverage ratio requirement.

On March 18, 2022, we borrowed the full amount of the Term Loan A. As of September 30, 2022, we had $890.0 million, $243.8 million and $668.5 million of outstanding borrowings under the Revolving Credit Facility, Term Loan A and Term Loan B, respectively. In addition, we also had various outstanding letters of credit totaling $3.8 million. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2022 was $1,356.2 million (which represents the maximum availability as of such date). Additionally, the Credit Agreement permits us to incur incremental indebtedness thereunder by adding new term loans or revolving loans or by increasing the principal amount of any existing loans thereunder, subject to a cap contained therein.


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Part I. Financial Information

AUSTRALIAN DOLLAR TERM LOAN

Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), a wholly owned subsidiary of IMI, has an AUD term loan with an original principal balance of 350.0 million Australian dollars ("AUD Term Loan"). On March 18, 2022, IM Australia amended its AUD Term Loan to (i) extend the maturity date from September 22, 2022 to September 30, 2026 and (ii) decrease the interest rate from BBSY (an Australian benchmark variable interest rate) plus 3.875% to BBSY plus 3.625%. All other terms of the AUD Term Loan remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

UK BILATERAL REVOLVING CREDIT FACILITY

Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140.0 million British pounds sterling, which was fully drawn as of September 30, 2022. We have the option to request additional commitments of up to 125.0 million British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility. On September 22, 2022, the UK Borrowers exercised their option to extend the maturity date from September 24, 2023 to September 24, 2024. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

On June 29, 2022, we amended the Accounts Receivable Securitization Program to (i) increase the maximum borrowing capacity from $300.0 million to $325.0 million, with an option to increase the borrowing capacity to $400.0 million, (ii) change the interest rate under Accounts Receivable Securitization Program from LIBOR plus 1.0% to SOFR plus 0.95%, with a credit spread adjustment of 0.10% and (iii) extend the maturity date from July 1, 2023 to July 1, 2025, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Current Report.

CASH POOLING

During the third quarter of 2022, we entered into two new cash pooling arrangements with JP Morgan Chase Bank, N.A. ("JPM"), one of which we utilize to manage global liquidity requirements for our qualified REIT subsidiaries ("QRSs") in the Europe, Middle East, and Africa regions (the "JPM QRS EMEA Cash Pool") and the other for our TRSs in the Europe, Middle East, and Africa regions (the "JPM TRS EMEA Cash Pool"). We continue to utilize our two other cash pooling arrangements with JPM, one of which we utilize to manage global liquidity requirements for our QRSs in the Asia Pacific region (the "JPM QRS APAC Cash Pool") and the other for our TRSs in the Asia Pacific region (the "JPM TRS APAC Cash Pool").

LETTERS OF CREDIT

As of September 30, 2022, we had outstanding letters of credit totaling $37.2 million of which $3.8 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2022 and January 2033.


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DEBT COVENANTS

The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence, and (iii) restructuring and other strategic initiatives, such as Project Summit and Project Matterhorn. The calculation of financial performance under our other bond indentures includes, for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, and (ii) events that are extraordinary, unusual or non-recurring.

Our leverage and fixed charge coverage ratios under the Credit Agreement as of September 30, 2022 are as follows:

SEPTEMBER 30, 2022

MAXIMUM/MINIMUM ALLOWABLE

Net total lease adjusted leverage ratio

5.2

Maximum allowable of 7.0

Fixed charge coverage ratio

2.5

Minimum allowable of 1.5

We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of September 30, 2022. 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

INTEREST RATE SWAP AGREEMENTS

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. These swap agreements expired in March 2022. 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. As of September 30, 2022, we had $350.0 million in notional value outstanding on the interest rate swap agreements, which expire in March 2024. 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 rates as specified in the interest rate swap agreements.

We have designated these interest rate swap agreements as cash flow hedges.

CROSS-CURRENCY SWAP AGREEMENTS

We enter into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. The cross-currency swap agreements 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.


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In August 2019, we entered into cross-currency swap agreements whereby we notionally exchanged approximately $110.0 million at an interest rate of 6.0% for approximately 99.1 million Euros at a weighted average interest rate of approximately 3.65%. These cross-currency swap agreements expire in August 2023.

In September 2020, 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 $359.2 million at an interest rate of 4.5% for 300.0 million Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements were set to expire in February 2026. In May 2022, these cross-currency swaps were amended ("February 2026 Cross-Currency Swap Agreements"). Under the terms of the February 2026 Cross-Currency Swap Agreements we notionally exchanged approximately $359.2 million at an interest rate of 4.5% for approximately 340.5 million Euros at a weighted average interest rate of approximately 1.2%. These February 2026 Cross-Currency Swap Agreements are set to expire in February 2026.

See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information on our derivative instruments.

ACQUISITIONS

ITRENEW ACQUISITION

On January 25, 2022, we acquired an approximately 80% interest in ITRenew, at an agreed upon purchase price of $725.0 million, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). At closing, we paid approximately $748.8 million and acquired approximately $30.7 million of cash on hand, for a net purchase price of approximately $718.1 million for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200.0 million and no more than $531.0 million (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our fair value estimate of the Deferred Purchase Obligation of $275.1 million. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at September 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be included as a component of Other (income) expense, net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid.

OTHER 2022 ACQUISITIONS

In addition to the ITRenew Transaction, during the nine months ended September 30, 2022, in order to enhance our existing operations in Morocco and expand our fine arts operations in China - Hong Kong S.A.R. and North America, we completed the acquisition of a records management company, a fine arts company and the assets of a second fine arts company, for a total purchase price of approximately $11.0 million, including deferred purchase obligation, purchase price holdbacks and other deferred payments of approximately $4.6 million.

On October 5, 2022, in order to further expand our data center operations in Europe, we completed the acquisition of assets of XData Properties, a data center colocation space and solutions provider with a data center in Spain, for (i) cash consideration of 78.9 million Euros (or approximately $78.2 million, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition), subject to adjustments, and (ii) up to 10.0 million Euros (or approximately $9.9 million, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition) of additional consideration, payable based on the achievement of certain power connection milestones through December 2024.

INVESTMENTS

In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. ("Clutter") pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV and Clutter’s shareholders contributed their ownership interests in Clutter to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99% interest in the MakeSpace JV, we received an approximate 27% interest in the Clutter JV (the "Clutter Transaction"). As a result of the Clutter Transaction, we recognized a gain related to our contributed interest in the MakeSpace JV of approximately $35.8 million, which was recorded to Other, net, a component of Other expense (income), net during the first quarter of 2022.


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Part I. Financial Information

JOINT VENTURE SUMMARY


	SEPTEMBER 30, 2022				DECEMBER 31, 2021
	CARRYING VALUE		EQUITY INTEREST		CARRYING VALUE		EQUITY INTEREST
Web Werks JV	$	97,877	55.40	%	$	51,140	38.50	%
Joint venture with AGC Equity Partners	27,004		20.00	%	26,167		20.00	%
MakeSpace JV	—		—	%	30,154		49.99	%
Clutter JV	57,113		26.73	%	—		—	%


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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, 2022 (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 that occurred during the quarter ended September 30, 2022, 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

PART II. OTHER INFORMATION

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, 2022, nor did we repurchase any shares of our common stock during the nine months ended September 30, 2022.

ITEM 6. EXHIBITS

(A) EXHIBITS

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


EXHIBIT NO.						DESCRIPTION

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: November 3, 2022


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