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IRON MOUNTAIN INC - Quarter Report: 2023 June (Form 10-Q)

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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 June 30, 2023
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
logo_ironmountain.jpg
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware23-2588479
(State or other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire 03801
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueIRMNYSE
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 July 28, 2023, the registrant had 291,852,409 outstanding shares of common stock, $.01 par value.


Table of Contents

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IRON MOUNTAIN INCORPORATED
2023 FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
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Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
 JUNE 30, 2023DECEMBER 31, 2022
ASSETS 
Current Assets: 
Cash and cash equivalents$149,493 $141,797 
Accounts receivable (less allowances of $65,217 and $54,143 as of June 30, 2023 and December 31, 2022, respectively)
1,182,154 1,174,915 
Prepaid expenses and other279,522 230,433 
Total Current Assets1,611,169 1,547,145 
Property, Plant and Equipment: 
Property, plant and equipment9,546,766 9,025,765 
Less—Accumulated depreciation(3,943,300)(3,910,321)
Property, Plant and Equipment, Net5,603,466 5,115,444 
Other Assets, Net: 
Goodwill4,928,145 4,882,734 
Customer and supplier relationships and other intangible assets1,348,679 1,423,145 
Operating lease right-of-use assets 2,671,371 2,583,704 
Other515,739 588,342 
Total Other Assets, Net9,463,934 9,477,925 
Total Assets$16,678,569 $16,140,514 
LIABILITIES AND EQUITY 
Current Liabilities: 
Current portion of long-term debt$102,582 $87,546 
Accounts payable482,244 469,198 
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities)1,141,613 1,031,910 
Deferred revenue336,068 328,910 
Total Current Liabilities2,062,507 1,917,564 
Long-term Debt, net of current portion11,144,230 10,481,449 
Long-term Operating Lease Liabilities, net of current portion 2,513,975 2,429,167 
Other Long-term Liabilities164,242 317,376 
Deferred Income Taxes273,213 263,005 
Commitments and Contingencies
Redeemable Noncontrolling Interests104,059 95,160 
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 291,824,958 and 290,830,296 shares as of June 30, 2023 and December 31, 2022, respectively)
2,918 2,908 
Additional paid-in capital4,488,492 4,468,035 
(Distributions in excess of earnings) Earnings in excess of distributions(3,692,948)(3,392,272)
Accumulated other comprehensive items, net(382,244)(442,003)
Total Iron Mountain Incorporated Stockholders' Equity416,218 636,668 
Noncontrolling Interests125 125 
Total Equity416,343 636,793 
Total Liabilities and Equity$16,678,569 $16,140,514 


The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
 THREE MONTHS ENDED JUNE 30,
 20232022
Revenues:  
Storage rental$830,756 $753,126 
Service527,180 536,408 
Total Revenues1,357,936 1,289,534 
Operating Expenses:
Cost of sales (excluding depreciation and amortization)592,644 556,476 
Selling, general and administrative311,805 295,394 
Depreciation and amortization195,367 178,254 
Acquisition and Integration Costs1,511 16,878 
Restructuring and other transformation45,588 — 
(Gain) Loss on disposal/write-down of property, plant and equipment, net (1,505)(51,249)
Total Operating Expenses1,145,410 995,753 
Operating Income (Loss)212,526 293,781 
Interest Expense, Net (includes Interest Income of $2,290 and $2,171 for the three months ended
June 30, 2023 and 2022, respectively)
144,178 115,057 
Other Expense (Income), Net62,950 (41,217)
Net Income (Loss) Before Provision (Benefit) for Income Taxes5,398 219,941 
Provision (Benefit) for Income Taxes4,255 18,083 
Net Income (Loss)1,143 201,858 
Less: Net Income (Loss) Attributable to Noncontrolling Interests1,029 1,777 
Net Income (Loss) Attributable to Iron Mountain Incorporated$114 $200,081 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:  
Basic$0.00 $0.69 
Diluted$0.00 $0.68 
Weighted Average Common Shares Outstanding—Basic291,825 290,756 
Weighted Average Common Shares Outstanding—Diluted293,527 292,487 


















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
 SIX MONTHS ENDED JUNE 30,
 20232022
Revenues:  
Storage rental$1,640,845 $1,504,196 
Service1,031,440 1,033,384 
Total Revenues2,672,285 2,537,580 
Operating Expenses:
Cost of sales (excluding depreciation and amortization)1,164,270 1,103,098 
Selling, general and administrative606,325 576,117 
Depreciation and amortization377,461 361,869 
Acquisition and Integration Costs3,106 32,539 
Restructuring and other transformation82,501 — 
(Gain) Loss on disposal/write-down of property, plant and equipment, net (14,566)(51,954)
Total Operating Expenses2,219,097 2,021,669 
Operating Income (Loss)453,188 515,911 
Interest Expense, Net (includes Interest Income of $5,197 and $3,819 for the six months ended
June 30, 2023 and 2022, respectively)
281,347 229,499 
Other Expense (Income), Net84,150 14,684 
Net Income (Loss) Before Provision (Benefit) for Income Taxes87,691 271,728 
Provision (Benefit) for Income Taxes21,013 28,163 
Net Income (Loss)66,678 243,565 
Less: Net Income (Loss) Attributable to Noncontrolling Interests1,969 1,185 
Net Income (Loss) Attributable to Iron Mountain Incorporated$64,709 $242,380 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:  
Basic$0.22 $0.83 
Diluted$0.22 $0.83 
Weighted Average Common Shares Outstanding—Basic291,633 290,542 
Weighted Average Common Shares Outstanding—Diluted293,288 292,166 


















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS) (UNAUDITED)
 THREE MONTHS ENDED JUNE 30,
 20232022
Net Income (Loss)$1,143 $201,858 
Other Comprehensive Income (Loss):  
Foreign Currency Translation Adjustment18,035 (187,786)
Change in Fair Value of Derivative Instruments7,896 34,211 
Reclassifications from Accumulated Other Comprehensive Items, net(2,527)— 
Total Other Comprehensive Income (Loss):23,404 (153,575)
Comprehensive Income (Loss)24,547 48,283 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests909 819 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated$23,638 $47,464 
 SIX MONTHS ENDED JUNE 30,
 20232022
Net Income (Loss)$66,678 $243,565 
Other Comprehensive Income (Loss): 
Foreign Currency Translation Adjustment58,261 (160,333)
Change in Fair Value of Derivative Instruments4,454 50,977 
Reclassifications from Accumulated Other Comprehensive Items, net(2,527)— 
Total Other Comprehensive Income (Loss):60,188 (109,356)
Comprehensive Income (Loss)126,866 134,209 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests2,398 457 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated$124,468 $133,752 






















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2023
 IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
 COMMON STOCKADDITIONAL
PAID-IN
CAPITAL
(DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS
ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
REDEEMABLE
NONCONTROLLING
INTERESTS
 TOTALSHARESAMOUNTS
Balance, March 31, 2023$545,589 291,584,999 $2,916 $4,459,265 $(3,510,949)$(405,768)$125 $95,630 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation27,862 239,959 27,860 — — — — 
Changes in equity related to redeemable noncontrolling interests1,367 — — 1,367 — — — (1,367)
Parent cash dividends declared(182,113)— — — (182,113)— — — 
Other comprehensive income (loss)23,524 — — — — 23,524 — (120)
Net Income (Loss)114 — — — 114 — — 1,029 
Noncontrolling interests equity contributions— — — — — — — 9,900 
Noncontrolling interests dividends— — — — — — — (1,013)
Balance, June 30, 2023$416,343 291,824,958 $2,918 $4,488,492 $(3,692,948)$(382,244)$125 $104,059 
SIX MONTHS ENDED JUNE 30, 2023
 IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
 COMMON STOCKADDITIONAL
PAID-IN
CAPITAL
(DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS
ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
REDEEMABLE
NONCONTROLLING
INTERESTS
 TOTALSHARESAMOUNTS
Balance, December 31, 2022$636,793 290,830,296 $2,908 $4,468,035 $(3,392,272)$(442,003)$125 $95,160 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation19,100 994,662 10 19,090 — — — — 
Changes in equity related to redeemable noncontrolling interests1,367 — — 1,367 — — — (1,367)
Parent cash dividends declared(365,385)— — — (365,385)— — — 
Other comprehensive income (loss)59,759 — — — — 59,759 — 429 
Net income (loss)64,709 — — — 64,709 — — 1,969 
Noncontrolling interests equity contributions— — — — — — — 9,900 
Noncontrolling interests dividends— — — — — — — (2,032)
Balance, June 30, 2023$416,343 291,824,958 $2,918 $4,488,492 $(3,692,948)$(382,244)$125 $104,059 












The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2022
 IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
 COMMON STOCKADDITIONAL
PAID-IN
CAPITAL
(DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS
ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
REDEEMABLE
NONCONTROLLING
INTERESTS
 TOTALSHARESAMOUNTS
Balance, March 31, 2022$758,771 290,550,440 $2,906 $4,409,051 $(3,359,876)$(294,358)$1,048 $73,428 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation24,462 129,518 24,461 — — — — 
Changes in equity related to noncontrolling interests4,618 — — 983 — — 3,635 (983)
Parent cash dividends declared(181,197)— — — (181,197)— — — 
Other comprehensive (loss) income(152,708)— — — — (152,617)(91)(867)
Net income (loss)200,315 — — — 200,081 — 234 1,543 
Noncontrolling interests equity contributions and related costs(2,486)— — (2,486)— — — 21,547 
Noncontrolling interests dividends— — — — — — — (711)
Balance, June 30, 2022$651,775 290,679,958 $2,907 $4,432,009 $(3,340,992)$(446,975)$4,826 $93,957 
SIX MONTHS ENDED JUNE 30, 2022
 IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
 COMMON STOCKADDITIONAL
PAID-IN
CAPITAL
(DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS
ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
REDEEMABLE
NONCONTROLLING
INTERESTS
 TOTALSHARESAMOUNTS
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 compensation22,960 922,897 22,951 — — — — 
Changes in equity related to noncontrolling interests2,626 — — (1,009)— — 3,635 1,009 
Parent cash dividends declared(362,220)— — — (362,220)— — — 
Other comprehensive (loss) income(108,787)— — — — (108,628)(159)(569)
Net income (loss)242,614 — — — 242,380 — 234 951 
Noncontrolling interests equity contributions and related costs(2,486)— — (2,486)— — — 21,547 
Noncontrolling interests dividends— — — — — — — (1,392)
Balance, June 30, 2022$651,775 290,679,958 $2,907 $4,432,009 $(3,340,992)$(446,975)$4,826 $93,957 













The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
 SIX MONTHS ENDED JUNE 30,
 20232022
Cash Flows from Operating Activities: 
Net income (loss)$66,678 $243,565 
Adjustments to reconcile net income (loss) to cash flows from operating activities:  
Depreciation254,395 236,496 
Amortization (includes amortization of deferred financing costs and discounts of $8,095 and $9,064 for the six months ended June 30, 2023 and 2022, respectively)
131,161 134,437 
Revenue reduction associated with amortization of customer inducements and above- and below-market leases 3,491 3,681 
Stock-based compensation expense34,882 31,597 
Provision (benefit) for deferred income taxes2,799 (18,491)
Loss on early extinguishment of debt— 671 
(Gain) loss on disposal/write-down of property, plant and equipment, net (14,566)(51,954)
Loss (gain) on divestments and deconsolidations— 105,825 
Loss (gain) associated with the Clutter transactions38,000 (35,821)
Foreign currency transactions and other, net69,183 (58,821)
(Increase) decrease in assets(31,071)(194,756)
(Decrease) increase in liabilities(108,858)(50,505)
Cash Flows from Operating Activities446,094 345,924 
Cash Flows from Investing Activities:  
Capital expenditures (600,758)(330,220)
Cash paid for acquisitions, net of cash acquired(21,465)(718,657)
Acquisition of customer relationships— (148)
Customer inducements (2,630)(4,624)
Contract fulfillment costs(39,989)(33,951)
Investments in joint ventures and other investments(15,830)— 
Proceeds from sales of property and equipment and other, net35,390 96,497 
Cash Flows from Investing Activities (645,282)(991,103)
Cash Flows from Financing Activities:  
Repayment of revolving credit facility, term loan facilities and other debt(10,087,033)(5,351,720)
Proceeds from revolving credit facility, term loan facilities and other debt9,683,880 6,255,829 
Net proceeds from sale of senior note990,000 — 
Debt financing and equity contribution from noncontrolling interests 9,900 21,547 
Debt repayment and equity distribution to noncontrolling interests (2,032)(1,392)
Parent cash dividends(367,060)(364,223)
Net (payments) proceeds associated with employee stock-based awards (15,782)(8,636)
Other, net(2,046)(9,405)
Cash Flows from Financing Activities209,827 542,000 
Effect of Exchange Rates on Cash and Cash Equivalents(2,943)(7,903)
Increase (decrease) in Cash and Cash Equivalents7,696 (111,082)
Cash and Cash Equivalents, Beginning of Period141,797 255,828 
Cash and Cash Equivalents, End of Period$149,493 $144,746 
Supplemental Information: 
Cash Paid for Interest$270,146 $227,633 
Cash Paid for Income Taxes, Net$46,502 $57,135 
Non-Cash Investing and Financing Activities:  
Financing Leases and Other$61,085 $12,878 
Accrued Capital Expenditures$192,197 $98,210 
Deferred Purchase Obligations and Other Deferred Payments$9,290 $276,017 
Dividends Payable$192,597 $188,556 


The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
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 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. Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. 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, 2022 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2023 (our "Annual Report").
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). See Note 11.
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 six months ended June 30, 2023 is as follows:
Balance as of December 31, 2022$54,143 
Credit memos charged to revenue46,222 
Allowance for bad debts charged to expense16,172 
Deductions and other(1)
(51,320)
Balance as of June 30, 2023$65,217 
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable 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. 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 June 30, 2023 and December 31, 2022 are as follows:
DESCRIPTIONJUNE 30, 2023DECEMBER 31, 2022
Assets:
Operating lease right-of-use assets$2,671,371 $2,583,704 
Financing lease right-of-use assets, net of accumulated depreciation(1)
255,015 251,690 
Liabilities:
Current
Operating lease liabilities$303,615 $288,738 
Financing lease liabilities(1)
49,148 43,857 
Long-term
Operating lease liabilities$2,513,975 $2,429,167 
Financing lease liabilities(1)
297,190 289,048 
(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 six months ended June 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DESCRIPTION2023202220232022
Operating lease cost(1)
$161,241 $139,863 $317,114 $283,393 
Financing lease cost:
Depreciation of financing lease right-of-use assets$10,202 $10,578 $20,210 $22,032 
Interest expense for financing lease liabilities4,416 4,359 8,757 9,037 
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $34,418 and $65,998 for the three and six months ended June 30, 2023, respectively, and $28,788 and $59,296 for the three and six months ended June 30, 2022, respectively.
Other information: Supplemental cash flow information relating to our leases for the six months ended June 30, 2023 and 2022 is as follows:
SIX MONTHS ENDED JUNE 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:20232022
Operating cash flows used in operating leases$220,764 $200,958 
Operating cash flows used in financing leases (interest)8,757 9,037 
Financing cash flows used in financing leases22,010 20,084 
NON-CASH ITEMS:
Operating lease modifications and reassessments$44,779 $67,699 
New operating leases (including acquisitions and sale-leaseback transactions)163,326 382,890 
In addition to the leases signed but not yet commenced that were disclosed in Note 2.j. to Notes to Consolidated Financial Statements included in our Annual Report, we entered into an operating lease in March 2023 that is expected to commence in July 2024, with an initial lease term of 25 years. The total undiscounted minimum lease payments for this lease are approximately $170,100.
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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)
D. GOODWILL
Our reporting units as of December 31, 2022 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.
The changes in the carrying value of goodwill attributable to each reportable segment for the six months ended June 30, 2023 are as follows:
GLOBAL RIM BUSINESSGLOBAL DATA CENTER BUSINESSCORPORATE AND OTHERTOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization as of December 31, 2022
$3,852,946 $418,502 $611,286 $4,882,734 
Non-tax deductible goodwill acquired during the period22,876 — 383 23,259 
Fair value and other adjustments(80)— 2,333 2,253 
Currency translation adjustments17,169 2,153 577 19,899 
Goodwill balance, net of accumulated amortization as of June 30, 2023
$3,892,911 $420,655 $614,579 $4,928,145 
Accumulated goodwill impairment balance as of June 30, 2023
$132,409 $— $26,011 $158,420 
IRON MOUNTAIN JUNE 30, 2023 FORM 10-Q
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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)
E. FAIR VALUE MEASUREMENTS
The assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2023 and December 31, 2022 are as follows:
  FAIR VALUE MEASUREMENTS AT JUNE 30, 2023 USING
DESCRIPTIONTOTAL CARRYING
VALUE AT
JUNE 30, 2023
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)
Money Market Funds$11,761 $— $11,761 $— 
Time Deposits1,127 — 1,127 — 
Trading Securities10,340 10,322 18 — 
Derivative Assets28,286 — 28,286 — 
Derivative Liabilities4,540 — 4,540 — 
Deferred Purchase Obligations(1)
201,190 — — 201,190 
  FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2022 USING
DESCRIPTIONTOTAL CARRYING
VALUE AT
DECEMBER 31, 2022
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)
Money Market Funds$11,311 $— $11,311 $— 
Time Deposits1,102 — 1,102 — 
Trading Securities9,462 9,426 36 — 
Derivative Assets51,396 — 51,396 — 
Derivative Liabilities489 — 489 — 
Deferred Purchase Obligations(1)
193,033 — — 193,033 
(1)Primarily relates to the fair value of the Deferred Purchase Obligation (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) associated with the ITRenew Transaction (as defined below in Note 3), which was determined utilizing a Monte-Carlo model and takes into account our forecasted projections as it relates to the underlying performance of the business. The Monte-Carlo simulation model incorporates assumptions as to expected gross profits over the applicable achievement period, including adjustments for the volatility of timing and amount of the associated revenue and costs, as well as discount rates that account for the risk of the underlying arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the Deferred Purchase Obligation. The change in value of the Deferred Purchase Obligation during the three and six months ended June 30, 2023 was driven by the accretion of the obligation to present value.
There were no material items that were measured at fair value on a non-recurring basis at June 30, 2023 and December 31, 2022 other than (i) those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report and (ii) assets acquired and liabilities assumed through our acquisitions that occurred during the six months ended June 30, 2023, all of which are based on Level 3 inputs.
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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)
F. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in Accumulated other comprehensive items, net for the three and six months ended June 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED JUNE 30, 2023THREE MONTHS ENDED JUNE 30, 2022
 FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS
DERIVATIVE FINANCIAL
INSTRUMENTS
TOTALFOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS
DERIVATIVE FINANCIAL
INSTRUMENTS
TOTAL
Beginning of Period$(414,832)$9,064 $(405,768)$(313,801)$19,443 $(294,358)
Other comprehensive income (loss):
Foreign currency translation and other adjustments18,155 — 18,155 (186,828)— (186,828)
Change in fair value of derivative instruments— 7,896 7,896 — 34,211 34,211 
Reclassifications from accumulated other comprehensive items, net— (2,527)(2,527)— — — 
Total other comprehensive income (loss)18,155 5,369 23,524 (186,828)34,211 (152,617)
End of Period$(396,677)$14,433 $(382,244)$(500,629)$53,654 $(446,975)
SIX MONTHS ENDED JUNE 30, 2023SIX MONTHS ENDED JUNE 30, 2022
 FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS
DERIVATIVE FINANCIAL
INSTRUMENTS
TOTALFOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS
DERIVATIVE FINANCIAL
INSTRUMENTS
TOTAL
Beginning of Period$(454,509)$12,506 $(442,003)$(341,024)$2,677 $(338,347)
Other comprehensive income (loss):
Foreign currency translation and other adjustments57,832 — 57,832 (159,605)— (159,605)
Change in fair value of derivative instruments— 4,454 4,454 — 50,977 50,977 
Reclassifications from accumulated other comprehensive items, net— (2,527)(2,527)— — — 
Total other comprehensive income (loss)57,832 1,927 59,759 (159,605)50,977 (108,628)
End of Period$(396,677)$14,433 $(382,244)$(500,629)$53,654 $(446,975)
G. 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 June 30, 2023 and December 31, 2022 are as follows:
JUNE 30, 2023DECEMBER 31, 2022
GROSS
CARRYING
AMOUNT
ACCUMULATED
AMORTIZATION
NET
CARRYING
AMOUNT
GROSS
CARRYING
AMOUNT
ACCUMULATED
AMORTIZATION
NET
CARRYING
AMOUNT
Intake Costs asset$75,428 $(47,919)$27,509 $68,345 $(42,132)$26,213 
Commissions asset148,003 (66,431)81,572 133,145 (58,949)74,196 
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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)
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
DESCRIPTIONLOCATION IN BALANCE SHEETJUNE 30, 2023DECEMBER 31, 2022
Deferred revenue - CurrentDeferred revenue$336,068 $328,910 
Deferred revenue - Long-termOther Long-term Liabilities22,343 32,960 
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") 842, Leases. Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the three and six months ended June 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Storage rental revenue(1)
$110,990 $89,768 $218,425 $177,219 
(1)Revenue associated with power and connectivity included within storage rental revenue was $38,692 and $79,364 for the three and six months ended June 30, 2023, respectively, and $30,713 and $59,031 for the three and six months ended June 30, 2022, respectively.
H. STOCK-BASED COMPENSATION
Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs") (together, the "Employee Stock-Based Awards").
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense for the Employee Stock-Based Awards for the three and six months ended June 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Stock-based compensation expense$22,373 $20,256 $34,882 $31,597 
As of June 30, 2023, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards is $87,880.
I. 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 and system integration costs (collectively, "Acquisition and Integration Costs").
Acquisition and Integration Costs for the three and six months ended June 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Acquisition and Integration Costs$1,511 $16,878 $3,106 $32,539 
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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)
J. (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 six months ended June 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023
2022(2)
2023(1)
2022(2)
(Gain) Loss on disposal/write-down of property, plant and equipment, net(3)
$(1,505)$(51,249)$(14,566)$(51,954)
(1)    The gains for the six months ended June 30, 2023 primarily consist of a gain of approximately $18,500 associated with a sale-leaseback transaction of a facility in Singapore during the first quarter of 2023.
(2)    The gains for the three and six months ended June 30, 2022 primarily consist of gains of approximately $49,000 associated with sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States.
(3)    The gains recognized during both 2023 and 2022 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.j. to Notes to Consolidated Financial Statements included in our Annual Report.
K. OTHER EXPENSE (INCOME), NET
Other expense (income), net for the three and six months ended June 30, 2023 and 2022 consists of the following:
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DESCRIPTION2023202220232022
Foreign currency transaction losses (gains), net(1)(2)
$15,063 $(55,039)$29,487 $(68,240)
Debt extinguishment expense— — — 671 
Other, net(3)(4)
47,887 13,822 54,663 82,253 
Other Expense (Income), Net$62,950 $(41,217)$84,150 $14,684 
(1)The losses for the three and six months ended June 30, 2023 primarily consist of the impact of changes in the exchange rate of the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)The gains for the three and six months ended June 30, 2022 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.
(3)Other, net for the six months ended June 30, 2023 consists primarily of a loss of approximately $38,000 associated with the remeasurement to fair value of our previously held equity interest in the Clutter JV (as defined and discussed in Note 4) as well as losses on our equity method investments and the change in value of the Deferred Purchase Obligation.
(4)Other, net for the six months ended June 30, 2022 consists primarily of (i) a loss of approximately $105,800 associated with the OSG Deconsolidation (as defined in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report), partially offset by (ii) a gain of approximately $35,800 associated with the Clutter Transaction (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report).
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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)
L. 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 six months ended June 30, 2023 and 2022 are as follows:
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023(1)
2022(2)
2023(1)
2022(2)
Effective Tax Rate78.8 %8.2 %24.0 %10.4 %
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2023 were (i) the loss of approximately $38,000 recorded in Other, net a component of Other expense (income), net during the second quarter of 2023 to reflect the remeasurement of our previously held equity interest in the Clutter JV to fair value, for which there was no tax impact, (ii) the benefits derived from the dividends paid deduction and (iii) the differences in the tax rates to which our foreign earnings are subject.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 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 expense (income), 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 of approximately $9,900 as a result of our acquisition of Intercept Parent, Inc. ("ITRenew").
M. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
The calculations of basic and diluted income (loss) per share for the three and six months ended June 30, 2023 and 2022 are as follows:
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
 2023202220232022
Net Income (Loss)$1,143 $201,858 $66,678 $243,565 
Less: Net Income (Loss) Attributable to Noncontrolling Interests1,029 1,777 1,969 1,185 
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation)$114 $200,081 $64,709 $242,380 
Weighted-average shares—basic291,825,000 290,756,000 291,633,000 290,542,000 
Effect of dilutive potential stock options1,322,000 1,249,262 1,269,000 1,122,444 
Effect of dilutive potential RSUs and PUs380,000 481,972 386,000 501,975 
Weighted-average shares—diluted293,527,000 292,487,234 293,288,000 292,166,419 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:  
 Basic$0.00 $0.69 $0.22 $0.83 
 Diluted$0.00 $0.68 $0.22 $0.83 
Antidilutive stock options, RSUs and PUs excluded from the calculation157,132 234,085 151,431 494,833 
N. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, and for the related revenue contracts in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as if it had originated the contracts. We adopted ASU 2021-08 on January 1, 2023 on a prospective basis, and there was no material impact on our condensed consolidated financial statements.
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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)
3. ACQUISITIONS
CLUTTER
On June 29, 2023, in order to further expand our on-demand consumer storage business, we acquired 100% of the outstanding shares of Clutter Intermediate, Inc. and control of all assets of the Clutter JV (collectively, "Clutter") for total consideration of $59,100 (the “Clutter Acquisition”). During the third quarter of 2023, we anticipate offering up to 15% equity interest in Clutter to certain former stakeholders of the Clutter JV.
PRELIMINARY PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our acquisitions closed during the six months ended June 30, 2023 is as follows:
SIX MONTHS ENDED JUNE 30, 2023
Cash Paid (gross of cash acquired)(1)
$21,215 
Deferred Purchase Obligation, Purchase Price Holdbacks and Other9,290 
Fair Value of Previously Held Equity Interest9,000 
Settlement of Pre-Existing Relationships20,122 
Total Consideration59,627 
Fair Value of Identifiable Assets Acquired56,248 
Fair Value of Identifiable Liabilities Assumed(19,880)
Total Fair Value of Identifiable Net Assets Acquired36,368 
Goodwill Initially Recorded(2)
$23,259 
(1)Cash paid for acquisitions, net in our Condensed Consolidated Statement of Cash Flows includes (i) cash acquired of $1,980 relating to acquisitions completed during the six months ended June 30, 2023 and (ii) contingent and other payments of $2,230 for the six months ended June 30, 2023 relating to acquisitions completed prior to January 1, 2023.
(2)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 June 30, 2023 relate to the final assessment of the fair values of property, plant and equipment and intangible assets (primarily the customer relationship intangible asset) associated with the acquisitions we closed during the six months ended June 30, 2023. Any adjustments to our estimates of purchase price allocations 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 applicable acquisition date. Adjustments recorded during the six months ended June 30, 2023 were not material to our results from operations.
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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)
3. ACQUISITIONS (CONTINUED)
ITRENEW PRO FORMA FINANCIAL INFORMATION
On January 25, 2022, in order to expand our asset lifecycle management operations, we acquired an approximately 80% interest in 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"). 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. We and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2021.
 THREE MONTHS ENDED JUNE 30, 2022SIX MONTHS ENDED JUNE 30, 2022
Total Revenues$1,289,534 $2,555,554 
Income from Continuing Operations$201,858 $243,696 
In addition to our acquisition of ITRenew, we completed certain other acquisitions in 2023 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.
4. INVESTMENTS
CLUTTER JOINT VENTURE
In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV, and Clutter, Inc.’s shareholders contributed their ownership interests in Clutter, Inc., 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.
On June 29, 2023, we completed the Clutter Acquisition. In connection with the Clutter Acquisition, our previously held approximately 27% interest in the Clutter JV was remeasured to fair value at the closing date of the Clutter Acquisition. As a result, we recognized a loss of approximately $38,000 to Other, net, a component of Other expense (income), net, during the second quarter of 2023.
WEB WERKS JOINT VENTURE
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, a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500,000 Indian rupees (or approximately $96,200, based upon the exchange rates between the United States dollar and Indian rupee on the closing date of each investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV. On July 7, 2023, we made our final contractual investment in the Web Werks JV of approximately 3,750,000 Indian rupees (or approximately $45,300, based upon the exchange rate between the United States dollar and Indian rupee on the closing date of this investment). After the final contractual payment, our interest in the Web Werks JV increased to 63.39% and we assumed control of its board of directors. For financial reporting periods beginning after July 7, 2023, the Web Werks JV will be consolidated within our Global Data Center Business segment.
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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)
4. INVESTMENTS (CONTINUED)
JOINT VENTURE SUMMARY
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 June 30, 2023 and December 31, 2022 are as follows:
JUNE 30, 2023
DECEMBER 31, 2022
CARRYING VALUEEQUITY INTERESTCARRYING VALUEEQUITY INTEREST
Web Werks JV
$98,650 53.58 %$98,278 53.58 %
Joint venture with AGC Equity Partners (the "Frankfurt JV")
59,394 20.00 %37,194 20.00 %
Clutter JV— — %54,172 26.73 %

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 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. These forward-starting interest rate swap agreements commenced in March 2022 with a total notional amount of $350,000 and provided variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month London Interbank Offered Rate ("LIBOR"), in exchange for the payment of fixed interest rates as specified in the respective interest rate swap agreements. In April 2023, we terminated these agreements in anticipation of the discontinuance of the LIBOR reference rate on June 30, 2023. The terminated swap agreements had associated unrealized gains at the termination date of approximately $10,100. These gains are included in Accumulated other comprehensive items, net and will be reclassified into earnings as reductions to interest expense from the date of termination through March 2024, the original maturity date of the swaps.
In April 2023, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Under these interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month Secured Overnight Financing Rate, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. As of June 30, 2023, we have $350,000 in notional value outstanding associated with these interest rate swap agreements, which expire in February 2026.
In November 2022, we entered into a forward-starting interest rate swap agreement to limit our exposure to changes in interest rates on future borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). This forward-starting interest rate swap agreement commenced in July 2023 and expires in October 2025. As of both June 30, 2023 and December 31, 2022, we have $4,800 in notional value outstanding on this forward-starting interest rate swap agreement.
We have designated each of the interest rate swap agreements described above as cash flow hedges. These interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate 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.
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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)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT
We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both June 30, 2023 and December 31, 2022, we have approximately $469,200 in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2023 through February 2026.
We have designated these cross-currency swap agreements as hedges of net investments in 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 the end of 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. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
The fair value of derivative instruments recognized in our Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022, by derivative instrument, are as follows:
JUNE 30, 2023DECEMBER 31, 2022
DERIVATIVE INSTRUMENTS(1)
AssetsLiabilitiesAssetsLiabilities
Cash Flow Hedges(2)
  
Interest rate swap agreements$6,852 $— $12,995 $489 
Net Investment Hedges(3)
Cross-currency swap agreements21,434 4,540 38,401 — 
(1)Our derivative assets are included as a component of (i) Prepaid expenses and other or (ii) Other within Other assets, net 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 June 30, 2023, $1,459 is included within Prepaid expenses and other, $26,827 is included within Other assets and $4,540 is included within Accrued expense and other current liabilities. As of December 31, 2022, $2,606 is included within Prepaid expenses and other, $48,790 is included within Other assets and $489 is included within Other long-term liabilities.
(2)As of June 30, 2023, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $14,433, which include $7,581 related to our terminated interest rate swap agreements.
(3)As of June 30, 2023, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $37,645, which include $20,751 related to the excluded component of our cross-currency swap agreements.
Unrealized gains (losses) recognized in Accumulated other comprehensive income during the three and six months ended June 30, 2023 and 2022, by derivative instrument, are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
DERIVATIVE INSTRUMENTS2023202220232022
Cash Flow Hedges  
Interest rate swap agreements$7,896 $3,932 $4,454 $15,402 
Net Investment Hedges
Cross-currency swap agreements(12,704)30,279 (21,507)35,575 
Cross-currency swap agreements (excluded component)5,817 — 11,651 — 
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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)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
Gains (losses) recognized in Net income during the three and six months ended June 30, 2023 and 2022, by derivative instrument, are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
DERIVATIVE INSTRUMENTSLocation of gain (loss)2023202220232022
Cash Flow Hedges
Interest rate swap agreementsInterest expense$2,527 $— $2,527 $— 
Net Investment Hedges
Cross-currency swap agreements (excluded component)Interest expense(5,817)— (11,651)— 
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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)
6. DEBT
Long-term debt is as follows:
 JUNE 30, 2023DECEMBER 31, 2022
 
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
Revolving Credit Facility(1)
$679,500 $(5,332)$674,168 $679,500 $1,072,200 $(6,790)$1,065,410 $1,072,200 
Term Loan A(1)
234,375 — 234,375 234,375 240,625 — 240,625 240,625 
Term Loan B(1)
662,685 (3,122)659,563 663,250 666,073 (3,747)662,326 666,750 
Australian Dollar Term Loan196,333 (543)195,790 198,005 202,641 (633)202,008 204,623 
UK Bilateral Revolving Credit Facility177,277 — 177,277 177,277 169,361 — 169,361 169,361 
37/8% GBP Senior Notes due 2025 (the "GBP Notes")
506,506 (2,231)504,275 472,474 483,888 (2,589)481,299 445,206 
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(2)
1,000,000 (6,043)993,957 932,500 1,000,000 (6,754)993,246 917,500 
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(2)
825,000 (5,609)819,391 770,344 825,000 (6,200)818,800 754,875 
5% Senior Notes due 2028 (the "5% Notes due 2028")(2)
500,000 (3,678)496,322 461,250 500,000 (4,039)495,961 450,000 
7% Senior Notes due 2029 (the "7% Notes due 2029")(2)
1,000,000 (11,853)988,147 992,500 — — — — 
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(2)
1,000,000 (9,041)990,959 892,500 1,000,000 (9,764)990,236 865,000 
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(2)
1,300,000 (10,655)1,289,345 1,166,750 1,300,000 (11,407)1,288,593 1,111,500 
41/2% Senior Notes due 2031 (the "41/2% Notes")(2)
1,100,000 (9,539)1,090,461 940,500 1,100,000 (10,161)1,089,839 891,000 
5% Senior Notes due 2032 (the "5% Notes due 2032")750,000 (11,858)738,142 645,000 750,000 (12,511)737,489 622,500 
55/8% Senior Notes due 2032 (the "55/8% Notes")(2)
600,000 (5,275)594,725 535,500  600,000 (5,566)594,434 520,500 
Real Estate Mortgages, Financing Lease Liabilities and Other457,724 (483)457,241 457,724 425,777 (578)425,199 425,777 
Accounts Receivable Securitization Program343,100 (426)342,674 343,100 314,700 (531)314,169 314,700 
Total Long-term Debt11,332,500 (85,688)11,246,812  10,650,265 (81,270)10,568,995 
Less Current Portion(102,582)— (102,582) (87,546)— (87,546) 
Long-term Debt, Net of Current Portion$11,229,918 $(85,688)$11,144,230  $10,562,719 $(81,270)$10,481,449  
(1)Collectively, the “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"). The Revolving Credit Facility and the Term Loan A are scheduled to mature on March 18, 2027. The Term Loan B is scheduled to mature on January 2, 2026. The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2023 was $1,566,061 (which amount represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.0% and 6.2% as of June 30, 2023 and December 31, 2022, respectively.
(2)Collectively, the "Parent Notes". IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI’s United States subsidiaries that represent the substantial majority of our United States operations (the "Note Guarantors"). These guarantees are joint and several obligations of the Note Guarantors. The remainder of our subsidiaries do not guarantee the Parent Notes.
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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)
6. DEBT (CONTINUED)
See Note 7 to Notes to Consolidated Financial Statements included in our Annual 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 June 30, 2023 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2022 (which are disclosed in our Annual Report).
MAY 2023 OFFERING
On May 15, 2023, IMI completed a private offering of:
SERIES OF NOTESAGGREGATE PRINCIPAL AMOUNTMATURITY DATEINTEREST PAYMENT DUE
PAR CALL DATE(1)
7% Notes due 2029
$1,000,000 February 15, 2029February 15 and August 15August 15, 2025
(1)We may redeem the 7% Notes due 2029 at any time, at our option, in whole or in part. Prior to the par call date, we may redeem the 7% Notes due 2029 at the redemption price or make-whole premium specified in the indenture governing the 7% Notes due 2029, together with accrued and unpaid interest to, but excluding, the redemption date. On or after the par call date, we may redeem the 7% Notes due 2029 at a price equal to 100% of the principal amount being redeemed, together with accrued and unpaid interest to, but excluding, the redemption date.
The 7% Notes due 2029 were issued at 100% of par. The total net proceeds of approximately $990,000 from the issuance of the 7% Notes due 2029, after deducting the initial purchasers' commissions, were used to repay a portion of the outstanding borrowings under our Revolving Credit Facility.
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
On June 8, 2023, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to increase the maximum borrowing capacity from $325,000 to $360,000. All other material terms of the Accounts Receivable Securitization Program remain the same as what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
MAXIMUM AMOUNT
$360,000

OUTSTANDING BORROWING
$343,100

INTEREST RATE
6.2%
As of June 30, 2023
LETTERS OF CREDIT
As of June 30, 2023, we had outstanding letters of credit totaling $40,410, of which $4,439 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between September 2023 and July 2025.
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 net total lease adjusted leverage ratio and a fixed charge coverage 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.
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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)
6. DEBT (CONTINUED)
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. 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 June 30, 2023. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
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 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 $18,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.
8. STOCKHOLDERS' EQUITY MATTERS
In fiscal year 2022 and the six months ended June 30, 2023, our board of directors declared the following dividends:
DECLARATION DATEDIVIDEND
PER SHARE
RECORD DATETOTAL
AMOUNT
PAYMENT DATE
February 24, 2022$0.6185 March 15, 2022$179,661 April 6, 2022
April 28, 20220.6185 June 15, 2022179,781 July 6, 2022
August 4, 20220.6185 September 15, 2022179,790 October 4, 2022
November 3, 20220.6185 December 15, 2022179,866 January 5, 2023
February 23, 20230.6185 March 15, 2023180,339 April 5, 2023
May 4, 20230.6185 June 15, 2023180,493 July 6, 2023
On August 3, 2023, we declared a dividend to our stockholders of record as of September 15, 2023 of $0.65 per share, payable on October 5, 2023.
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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)
9. SEGMENT INFORMATION
Our reportable segments as of December 31, 2022 are described in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:
Global RIM Business
Global Data Center Business
Corporate and Other
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and six months ended June 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Global RIM Business
Total Revenues$1,159,867 $1,070,476 $2,286,393 $2,119,367 
Adjusted EBITDA499,062 469,368 976,846 918,163 
Global Data Center Business
Total Revenues$118,033 $100,088 $230,338 $197,075 
Adjusted EBITDA53,809 42,307 104,444 84,284 
Corporate and Other
Total Revenues$80,036 $118,970 $155,554 $221,138 
Adjusted EBITDA(77,213)(56,969)(144,824)(116,747)
Total Consolidated
Total Revenues$1,357,936 $1,289,534 $2,672,285 $2,537,580 
Adjusted EBITDA475,658 454,706 936,466 885,700 
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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)
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 and other transformation
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
Other expense (income), 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 six months ended June 30, 2023 and 2022 is as follows:
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Net Income (Loss)$1,143 $201,858 $66,678 $243,565 
Add/(Deduct):
Interest expense, net144,178 115,057 281,347 229,499 
Provision (benefit) for income taxes4,255 18,083 21,013 28,163 
Depreciation and amortization195,367 178,254 377,461 361,869 
Acquisition and Integration Costs1,511 16,878 3,106 32,539 
Restructuring and other transformation45,588 — 82,501 — 
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)(1,505)(51,249)(14,566)(51,954)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
58,694 (46,103)76,185 7,412 
Stock-based compensation expense22,373 20,256 34,882 31,597 
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures4,054 1,672 7,859 3,010 
Adjusted EBITDA$475,658 $454,706 $936,466 $885,700 

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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)
9. SEGMENT INFORMATION (CONTINUED)
Information as to our revenues by product and service lines by segment for the three and six months ended June 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Global RIM Business
Records Management(1)
$898,634 $818,993 $1,766,622 $1,621,546 
Data Management(1)
130,251 124,394 259,845 258,050 
Information Destruction(1)(2)
130,982 127,089 259,926 239,771 
Data Center(1)
— — — — 
Global Data Center Business
Records Management(1)
$— $— $— $— 
Data Management(1)
— — — — 
Information Destruction(1)
— — — — 
Data Center(1)
118,033 100,088 230,338 197,075 
Corporate and Other
Records Management(1)
$37,409 $36,141 $71,757 $68,039 
Data Management(1)
— — — — 
Information Destruction(1)(3)
42,627 82,829 83,797 153,099 
Data Center(1)
— — — — 
Total Consolidated
Records Management(1)
$936,043 $855,134 $1,838,379 $1,689,585 
Data Management(1)
130,251 124,394 259,845 258,050 
Information Destruction(1)(2)(3)
173,609 209,918 343,723 392,870 
Data Center(1)
118,033 100,088 230,338 197,075 
(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.
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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)
10. RELATED PARTIES
In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we 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").
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"). On June 29, 2023, we completed the Clutter Acquisition and terminated the Clutter Agreement.
Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three and six months ended June 30, 2023 and 2022 is as follows (approximately):
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Frankfurt JV Agreements(1)
$800 $5,700 $1,700 $12,800 
MakeSpace Agreement and Clutter Agreement(2)
7,000 7,400 13,000 14,400 
(1)Revenue associated with the Frankfurt JV Agreements is presented as a component of our Global Data Center Business segment.
(2)Revenue associated with the MakeSpace Agreement and the Clutter Agreement is presented as a component of our Global RIM Business segment.
11. RESTRUCTURING AND OTHER TRANSFORMATION
PROJECT MATTERHORN
In September 2022, we announced Project Matterhorn, a global program designed to accelerate the growth of our business. Project Matterhorn investments will focus on transforming our operating model to a global operating model. Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs. We will be investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150,000 in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives. Total costs related to Project Matterhorn during the three and six months ended June 30, 2023 were $45,588 and $82,501, respectively, and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. There were no Restructuring and other transformation costs related to Project Matterhorn for the three and six months ended June 30, 2022.
Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2023, and from the inception of Project Matterhorn through June 30, 2023, is as follows:
 THREE MONTHS ENDED JUNE 30, 2023SIX MONTHS ENDED JUNE 30, 2023FROM INCEPTION OF PROJECT MATTERHORN
THROUGH JUNE 30, 2023
Restructuring$16,127 $28,084 $41,376 
Other transformation29,461 54,417 83,058 
Restructuring and other transformation
$45,588 $82,501 $124,434 
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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)
11. RESTRUCTURING AND OTHER TRANSFORMATION (CONTINUED)
Restructuring costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment for the three and six months ended June 30, 2023, and from the inception of Project Matterhorn through June 30, 2023, is as follows:
THREE MONTHS ENDED JUNE 30, 2023SIX MONTHS ENDED JUNE 30, 2023
FROM INCEPTION OF PROJECT MATTERHORN THROUGH JUNE 30, 2023
Global RIM Business$15,000 $24,525 $37,608 
Global Data Center Business— 78 78 
Corporate and Other1,127 3,481 3,690 
Total restructuring costs$16,127 $28,084 $41,376 
Other transformation costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment for the three and six months ended June 30, 2023, and from the inception of Project Matterhorn through June 30, 2023, is as follows:
THREE MONTHS ENDED JUNE 30, 2023SIX MONTHS ENDED JUNE 30, 2023
FROM INCEPTION OF PROJECT MATTERHORN THROUGH JUNE 30, 2023
Global RIM Business$4,958 $8,443 $12,344 
Global Data Center Business498 1,368 1,426 
Corporate and Other24,005 44,606 69,288 
Total other transformation costs$29,461 $54,417 $83,058 
Accrued restructuring costs and accrued other transformation costs included in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2023 were approximately $7,400 and $22,200, 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 six months ended June 30, 2023 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and six months ended June 30, 2023, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2022, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 23, 2023 (our "Annual 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 and manage our global 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 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;
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");
changes in the political and economic environments in the countries in which we operate and changes in the global political climate;
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;
unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;
failures to implement and manage new IT systems;
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 23, 2023.
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 six months ended June 30, 2023 within each section. Trends and changes that are consistent for both the three and six 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. Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs. We will be investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives. There were no Restructuring and other transformation costs related to Project Matterhorn for the three and six months ended June 30, 2022. The following chart presents (in thousands) total Restructuring and other transformation costs related to Project Matterhorn from the inception of Project Matterhorn through June 30, 2023 and for the three and six months ended June 30, 2023:
From the Inception of Project Matterhorn through June 30, 2023
pg26-bar_projectsummitA.jpg
For the Three Months Ended June 30, 2023
pg26-bar_projectsummitB.jpg
For the Six Months Ended June 30, 2023
pg26-bar_projectsummitC.jpg
See Note 11 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for more information on Restructuring and other transformation costs.
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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 in 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 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.
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the six months ended June 30, 2023 consists of the following:

COST OF SALESSELLING, GENERAL AND ADMINISTRATIVE EXPENSES
pg32-pie_costofsales.jpg
pg32-pie_sgandadminexpenses.jpg
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Part I. Financial Information
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 and other transformation
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
Other expense (income), 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.
p27_callout_ProjectedAdjustedEBITDA.jpg
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.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):
THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Net Income (Loss)$1,143 $201,858 $66,678 $243,565 
Add/(Deduct):
Interest expense, net144,178 115,057 281,347 229,499 
Provision (benefit) for income taxes4,255 18,083 21,013 28,163 
Depreciation and amortization195,367 178,254 377,461 361,869 
Acquisition and Integration Costs(1)
1,511 16,878 3,106 32,539 
Restructuring and other transformation45,588 — 82,501 — 
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)(1,505)(51,249)(14,566)(51,954)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
58,694 (46,103)76,185 7,412 
Stock-based compensation expense22,373 20,256 34,882 31,597 
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures4,054 1,672 7,859 3,010 
Adjusted EBITDA$475,658 $454,706 $936,466 $885,700 
(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 and system integration costs (collectively, "Acquisition and Integration Costs").

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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 and other transformation
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 expense (income), net
Stock-based compensation expense
Non-cash amortization related to derivative instruments
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 JUNE 30,SIX MONTHS ENDED JUNE 30,
2023202220232022
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated
$0.00 $0.68 $0.22 $0.83 
Add/(Deduct):
Acquisition and Integration Costs0.01 0.06 0.01 0.11 
Restructuring and other transformation0.16 — 0.28 — 
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)(0.01)(0.18)(0.05)(0.18)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
0.20 (0.16)0.26 0.03 
Stock-based compensation expense0.08 0.07 0.12 0.11 
Non-cash amortization related to derivative instruments0.02 — 0.04 — 
Tax impact of reconciling items and discrete tax items(1)
(0.05)(0.03)(0.06)(0.07)
Income (Loss) Attributable to Noncontrolling Interests— 0.01 0.01 — 
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)
$0.40 $0.46 $0.83 $0.85 
(1)The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and six months ended June 30, 2023 and 2022 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 the three and six months ended June 30, 2023 and 2022 was 14.0% and 16.5%, respectively. The Tax impact of reconciling items and discrete tax items is calculated using the current quarter's estimate of the annual structural tax rate. 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 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 ("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures. 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).
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 and other transformation
(Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate)
Other expense (income), net
Stock-based compensation expense
Non-cash amortization related to derivative instruments
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 JUNE 30,    SIX MONTHS ENDED JUNE 30,
2023202220232022
Net Income (Loss)$1,143 $201,858 $66,678 $243,565 
Add/(Deduct):
Real estate depreciation81,558 75,008 157,687 154,341 
(Gain) loss on sale of real estate, net of tax(1,853)(48,978)(17,599)(48,764)
Data center lease-based intangible assets amortization4,907 4,040 11,036 8,163 
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures562 — 694 — 
FFO (Nareit)86,317 231,928 218,496 357,305 
Add/(Deduct):
Acquisition and Integration Costs1,511 16,878 3,106 32,539 
Restructuring and other transformation45,588 — 82,501 — 
(Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate)(1,417)(2,270)3,133 (3,189)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
58,694 (46,103)76,185 7,412 
Stock-based compensation expense22,373 20,256 34,882 31,597 
Non-cash amortization related to derivative instruments5,817 — 11,651 — 
Real estate financing lease depreciation3,008 3,427 5,996 7,207 
Tax impact of reconciling items and discrete tax items(2)
(13,278)(8,250)(18,491)(20,876)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures(500)374 (274)354 
FFO (Normalized)$208,113 $216,240 $417,185 $412,349 
(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.k. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other expense (income), 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 but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(5.0) million and $(5.5) million for the three and six months ended June 30, 2023, respectively, and $(0.2) million and $(10.2) million for the three and six months ended June 30, 2022, respectively.
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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 Annual 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, 2022.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (IN THOUSANDS):
THREE MONTHS ENDED JUNE 30,DOLLAR
CHANGE
PERCENTAGE
CHANGE
20232022
Revenues$1,357,936$1,289,534$68,402 5.3 %
Operating Expenses1,145,410995,753149,657 15.0 %
Operating Income212,526293,781(81,255)(27.7)%
Other Expenses, Net211,38391,923119,460 130.0 %
Net Income (Loss)1,143201,858(200,715)(99.4)%
Net Income (Loss) Attributable to Noncontrolling Interests1,0291,777(748)(42.1)%
Net Income (Loss) Attributable to Iron Mountain Incorporated$114$200,081$(199,967)(99.9)%
Adjusted EBITDA(1)
$475,658$454,706$20,952 4.6 %
Adjusted EBITDA Margin(1)
35.0 %35.3 %
SIX MONTHS ENDED JUNE 30,DOLLAR
CHANGE
PERCENTAGE
CHANGE
20232022
Revenues$2,672,285$2,537,580$134,705 5.3 %
Operating Expenses2,219,0972,021,669197,428 9.8 %
Operating Income453,188515,911(62,723)(12.2)%
Other Expenses, Net386,510272,346114,164 41.9 %
Net Income (Loss) 66,678243,565(176,887)(72.6)%
Net Income (Loss) Attributable to Noncontrolling Interests1,9691,185784 66.2 %
Net Income (Loss) Attributable to Iron Mountain Incorporated$64,709$242,380$(177,671)(73.3)%
Adjusted EBITDA(1)
$936,466$885,700$50,766 5.7 %
Adjusted EBITDA Margin(1)
35.0 %34.9 %
(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 JUNE 30,PERCENTAGE CHANGE
20232022DOLLAR
CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF
ACQUISITIONS
Storage Rental$830,756 $753,126 $77,630 10.3 %10.9 %10.8 %0.1 %
Service 527,180 536,408 (9,228)(1.7)%(1.0)%(1.4)%0.4 %
Total Revenues$1,357,936 $1,289,534 $68,402 5.3 %6.0 %5.7 %0.3 %
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
20232022DOLLAR
CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF
ACQUISITIONS
Storage Rental$1,640,845 $1,504,196 $136,649 9.1 %10.6 %11.0 %(0.4)%
Service 1,031,440 1,033,384 (1,944)(0.2)%1.1 %0.2 %0.9 %
Total Revenues$2,672,285 $2,537,580 $134,705 5.3 %6.7 %6.6 %0.1 %
(1)Constant currency growth rates, which are a non-GAAP measure, are calculated by translating the 2022 results at the 2023 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 six months ended June 30, 2023, the increase in reported revenue was primarily driven by organic storage rental revenue growth. Foreign currency exchange rate fluctuations decreased our reported revenue growth rate for the six months ended June 30, 2023 by 1.4% 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 six months ended June 30, 2023 compared to the six months ended June 30, 2022 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 0.1% increase in total global volume; and
a decrease of $20.0 million due to foreign currency exchange rate fluctuations.
SERVICE REVENUE
organic service revenue growth driven by increased service activity levels in our Global RIM business, partially offset by service revenue declines in our asset lifecycle management business as a result of component price declines, partially offset by increased volume; and
a decrease of $13.6 million due to foreign currency exchange rate fluctuations.
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OPERATING EXPENSES
COST OF SALES
Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
THREE MONTHS ENDED
JUNE 30,
PERCENTAGE
CHANGE
% OF TOTAL REVENUESPERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
20232022DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
20232022
Labor$224,398 $203,459 $20,939 10.3 %11.0 %16.5 %15.8 %0.7 %
Facilities255,535 213,795 41,740 19.5 %20.3 %18.8 %16.6 %2.2 %
Transportation41,147 42,391 (1,244)(2.9)%(2.0)%3.0 %3.3 %(0.3)%
Product Cost of Sales and Others71,564 96,831 (25,267)(26.1)%(25.7)%5.3 %7.5 %(2.2)%
Total Cost of sales$592,644 $556,476 $36,168 6.5 %7.2 %43.6 %43.2 %0.4 %
SIX MONTHS ENDED
JUNE 30,
PERCENTAGE
CHANGE
% OF TOTAL REVENUESPERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
20232022DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
20232022
Labor$443,929 $404,960 $38,969 9.6 %11.3 %16.6 %16.0 %0.6 %
Facilities496,225 432,114 64,111 14.8 %16.7 %18.6 %17.0 %1.6 %
Transportation81,122 77,659 3,463 4.5 %6.2 %3.0 %3.1 %(0.1)%
Product Cost of Sales and Others142,994 188,365 (45,371)(24.1)%(23.3)%5.4 %7.4 %(2.0)%
Total Cost of sales$1,164,270 $1,103,098 $61,172 5.5 %7.1 %43.6 %43.5 %0.1 %
Primary factors influencing the change in reported Cost of sales for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 include the following:
an increase in labor costs driven by an increase in service activity, primarily within our Global RIM business;
an increase in facilities expenses driven by increases in rent expense, reflecting the impact of our sale-leaseback activity during 2022 and the first six months of 2023, as well as increases in utilities costs and facility maintenance costs;
a decrease in product cost of sales in our asset lifecycle management business as a result of component price declines, partially offset by increased volume; and
a decrease of $15.8 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
JUNE 30,
PERCENTAGE CHANGE% OF TOTAL REVENUESPERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
20232022DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
20232022
General, Administrative and Other$217,965 $220,891 $(2,926)(1.3)%0.3 %16.1 %17.1 %(1.0)%
Sales, Marketing and Account Management93,840 74,503 19,337 26.0 %26.5 %6.9 %5.8 %1.1 %
Total Selling, general and administrative expenses$311,805 $295,394 $16,411 5.6 %7.0 %23.0 %22.9 %0.1 %
SIX MONTHS ENDED
JUNE 30,
PERCENTAGE CHANGE% OF TOTAL REVENUESPERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
20232022DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
20232022
General, Administrative and Other$424,988 $427,207 $(2,219)(0.5)%1.6 %15.9 %16.8 %(0.9)%
Sales, Marketing and Account Management181,337 148,910 32,427 21.8 %23.3 %6.8 %5.9 %0.9 %
Total Selling, general and administrative expenses$606,325 $576,117 $30,208 5.2 %7.2 %22.7 %22.7 %— %
Primary factors influencing the change in reported Selling, general and administrative expenses for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 include the following:
an increase in sales, marketing and account management expenses, driven by higher compensation expense, primarily reflecting increased headcount; and
a decrease of $10.6 million due to foreign currency exchange rate fluctuations.
DEPRECIATION AND AMORTIZATION
Depreciation expense increased by $17.9 million, or 7.6%, for the six months ended June 30, 2023 compared to the prior year period. See Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.
Amortization expense decreased by $2.3 million, or 1.8%, for the six months ended June 30, 2023 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the six months ended June 30, 2023 and 2022 were approximately $3.1 million and $32.5 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the six months ended June 30, 2023 were $82.5 million and related to operating expenses associated with the implementation of Project Matterhorn. There were no Restructuring and other transformation costs for the six months ended June 30, 2022.
(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 six months ended June 30, 2023 was approximately $14.6 million. The gains primarily consist of a gain of approximately $18.5 million associated with a sale-leaseback transaction of a facility in Singapore during the first quarter of 2023.
Gain on disposal/write-down of property, plant and equipment, net for the six months ended June 30, 2022 was approximately $52.0 million. The gains primarily consist of gains of approximately $49.0 million associated with sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States during the second quarter of 2022.
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Part I. Financial Information
OTHER EXPENSES, NET
INTEREST EXPENSE, NET
Interest expense, net increased by $51.8 million to $281.3 million in the six months ended June 30, 2023 from $229.5 million in the prior year period. The increase is primarily due to higher average debt outstanding during the six months ended June 30, 2023 compared to the prior year period as well as an increase in our weighted average interest rate. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.4% and 4.6% at June 30, 2023 and 2022, respectively. See Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.
OTHER EXPENSE (INCOME), NET
Other expense (income), net for the three and six months ended June 30, 2023 and 2022 consists of the following (in thousands):
THREE MONTHS ENDED
JUNE 30,
DOLLAR
CHANGE
SIX MONTHS ENDED
JUNE 30,
DOLLAR CHANGE
DESCRIPTION2023202220232022
Foreign currency transaction losses (gains), net(1)
$15,063 $(55,039)$70,102 $29,487 $(68,240)$97,727 
Debt extinguishment expense— — — — 671 (671)
Other, net(2)
47,887 13,822 34,065 54,663 82,253 (27,590)
Other Expense (Income), Net$62,950 $(41,217)$104,167 $84,150 $14,684 $69,466 
(1)The losses for the three and six months ended June 30, 2023 primarily consist of the impact of changes in the exchange rate of the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)Other, net for the six months ended June 30, 2023 consists primarily of a loss of approximately $38.0 million associated with the remeasurement to fair value of our previously held equity interest in the Clutter JV. See the Investments section of Liquidity and Capital Resources for additional information. We also recognized losses on our equity method investments and the change in value of the Deferred Purchase Obligation (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report).
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 six months ended June 30, 2023 and 2022 are as follows:
 THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2023(1)
2022
2023(1)
2022
Effective Tax Rate78.8 %8.2 %24.0 %10.4 %
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2023 were (i) the loss of approximately $38.0 million recorded in Other, net a component of Other expense (income), net during the second quarter of 2023 to reflect the remeasurement of our previously held equity interest in the Clutter JV to fair value, for which there was no tax impact, (ii) the benefits derived from the dividends paid deduction and (iii) the differences in the tax rates to which our foreign earnings are subject.
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Part I. Financial Information
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 JUNE 30,DOLLAR
CHANGE
PERCENTAGE CHANGE
20232022
Net Income (Loss)$1,143 $201,858 $(200,715)(99.4)%
Net Income (Loss) as a percentage of Revenue0.1 %15.7 %
Adjusted EBITDA$475,658 $454,706 $20,952 4.6 %
Adjusted EBITDA Margin35.0 %35.3 %
SIX MONTHS ENDED JUNE 30,DOLLAR
CHANGE
PERCENTAGE CHANGE
20232022
Net Income (Loss)$66,678 $243,565 $(176,887)(72.6)%
Net Income (Loss) as a percentage of Revenue2.5 %9.6 %
Adjusted EBITDA$936,466 $885,700 $50,766 5.7 %
Adjusted EBITDA Margin35.0 %34.9 %
Adjusted EBITDA Margin for the six months ended June 30, 2023 increased by 10 basis points compared to the same prior year period driven by improved service revenue trends, revenue management and ongoing cost containment measures, partially offset by lower Adjusted EBITDA Margin in our asset lifecycle management business.
↑ INCREASED BY
$50.8 MILLION OR 5.7%
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.
GLOBAL RIM BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED
 JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$704,011$649,771$54,240 8.3 %9.2 %9.2 %— %
Service 455,856420,70535,151 8.4 %9.3 %9.3 %— %
Segment Revenue$1,159,867$1,070,476$89,391 8.4 %9.2 %9.2 %— %
Segment Adjusted EBITDA$499,062$469,368$29,694 
Segment Adjusted EBITDA Margin 43.0 %43.8 %
SIX MONTHS ENDED
 JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$1,391,680$1,299,858$91,822 7.1 %8.7 %9.3 %(0.6)%
Service 894,713819,50975,204 9.2 %10.9 %11.4 %(0.5)%
Segment Revenue$2,286,393$2,119,367$167,026 7.9 %9.5 %10.1 %(0.6)%
Segment Adjusted EBITDA$976,846$918,163$58,683 
Segment Adjusted EBITDA Margin 42.7 %43.3 %
SIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)
Storage Rental
Revenue
Service
Revenue
Segment
Revenue
Segment Adjusted
EBITDA
408409
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the six months ended June 30, 2023 compared to the prior year period include the following:
organic storage rental revenue growth driven by revenue management;
organic service revenue growth primarily driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business;
a decrease in revenue of $31.7 million due to foreign currency exchange rate fluctuations; and
a 60 basis point decrease in Adjusted EBITDA Margin primarily driven by an increase in compensation and other employee-related costs, partially offset by revenue management.
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Part I. Financial Information
GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED
JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$110,990$89,768$21,222 23.6 %23.0 %22.3 %0.7 %
Service7,04310,320(3,277)(31.8)%(33.2)%(32.4)%(0.8)%
Segment Revenue$118,033$100,088$17,945 17.9 %17.1 %16.7 %0.4 %
Segment Adjusted EBITDA$53,809$42,307$11,502 
Segment Adjusted EBITDA Margin45.6 %42.3 %
SIX MONTHS ENDED
JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$218,425$177,219$41,206 23.3 %23.6 %23.0 %0.6 %
Service11,91319,856(7,943)(40.0)%(40.1)%(39.8)%(0.3)%
Segment Revenue$230,338$197,075$33,263 16.9 %17.2 %16.7 %0.5 %
Segment Adjusted EBITDA$104,444$84,284$20,160 
Segment Adjusted EBITDA Margin45.3 %42.8 %

SIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)
Storage Rental
Revenue
Service
Revenue
Segment
Revenue
Segment Adjusted
EBITDA
163164
Primary factors influencing the change in revenue, Adjusted EBITDA and Adjusted EBITDA Margin in our Global Data Center Business segment for the six months ended June 30, 2023 compared to the prior year period include the following:
organic storage rental revenue growth from leases that commenced during the first six months of 2023 and in prior periods, improved pricing and higher pass-through power costs, partially offset by churn of 280 basis points;
an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
a 250 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.
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CORPORATE AND OTHER (IN THOUSANDS)
THREE MONTHS ENDED
JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$15,755$13,587$2,168 16.0 %15.8 %11.5 %4.3 %
Service 64,281105,383(41,102)(39.0)%(38.9)%(41.0)%2.1 %
Revenue$80,036$118,970$(38,934)(32.7)%(32.6)%(35.0)%2.4 %
Adjusted EBITDA$(77,213)$(56,969)$(20,244) 
SIX MONTHS ENDED
JUNE 30,
PERCENTAGE CHANGE
DOLLAR
CHANGE
ACTUALCONSTANT
CURRENCY
ORGANIC
GROWTH
IMPACT OF ACQUISITIONS
20232022
Storage Rental$30,740$27,119$3,621 13.4 %14.1 %10.0 %4.1 %
Service 124,814194,019(69,205)(35.7)%(35.3)%(42.4)%7.1 %
Revenue$155,554$221,138$(65,584)(29.7)%(29.2)%(36.0)%6.8 %
Adjusted EBITDA$(144,824)$(116,747)$(28,077) 
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other for the six months ended June 30, 2023 compared to the prior year period include the following:
a decrease in service revenue in our asset lifecycle management business as a result of component price declines, which we expect to improve from current levels, partially offset by increased volume; and
a decrease in Adjusted EBITDA driven by the flow through of service revenue declines in our asset lifecycle management business.
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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, as well as other potential financings (such as the issuance of debt). 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 business acquisitions and normal business operation needs.
PROJECT MATTERHORN
As disclosed above, in September 2022, we announced Project Matterhorn. We estimate that the implementation of Project Matterhorn will result in costs of approximately $150.0 million per year from 2023 through 2025. Total costs related to Project Matterhorn during the three and six months ended June 30, 2023 were approximately $45.6 million and $82.5 million, respectively, and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. Total costs from inception of the program to June 30, 2023 were approximately $124.4 million. There were no Restructuring and other transformation costs related to Project Matterhorn for the three and six months ended June 30, 2022.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the six months ended June 30,
20232022
Cash Flows from Operating Activities $446,094 $345,924 
Cash Flows from Investing Activities (645,282)(991,103)
Cash Flows from Financing Activities 209,827 542,000 
Cash and Cash Equivalents, End of Period149,493 144,746 
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the six months ended June 30, 2023, net cash flows provided by operating activities increased by $100.2 million compared to the prior year period, primarily due to an increase in cash from working capital of $105.3 million, primarily related to the timing of accounts receivable collections, partially offset by a decrease in net income (excluding non-cash charges) of $5.1 million.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the six months ended June 30, 2023 included cash paid for capital expenditures of $600.8 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
C. CASH FLOWS FROM FINANCING ACTIVITIES
Our significant financing activities during the six months ended June 30, 2023 included:
Net proceeds of $990.0 million associated with the issuance of the 7% Notes due 2029 (as defined below).
Net payments of $403.2 million primarily associated with repayments on our Revolving Credit Facility (as defined in Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).
Payment of dividends in the amount of $367.1 million on our common stock.

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CAPITAL EXPENDITURES
The following table presents our capital spend for the six months ended June 30, 2023 and 2022, organized by the type of the spending as described in our Annual Report (in thousands):
 SIX MONTHS ENDED JUNE 30,
NATURE OF CAPITAL SPEND20232022
Growth Investment Capital Expenditures:
Data Center$417,861 $183,815 
Real Estate104,862 66,855 
Innovation and Other37,644 20,958 
Total Growth Investment Capital Expenditures560,367 271,628 
Recurring Capital Expenditures:
Real Estate$19,552 $23,672 
Non-Real Estate34,662 37,834 
Data Center6,415 5,678 
Total Recurring Capital Expenditures60,629 67,184 
Total Capital Spend (on accrual basis)$620,996 $338,812 
Net (decrease) increase in prepaid capital expenditures(630)1,407 
Net (increase) decrease in accrued capital expenditures(19,608)(9,999)
Total Capital Spend (on cash basis)$600,758 $330,220 
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,200.0 million for the year ending December 31, 2023. Of this, we expect our capital expenditures for growth investment to be approximately $1,055.0 million, and our recurring capital expenditures to approach $145.0 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 six months of 2023 and fiscal year 2022.
On August 3, 2023, we declared a dividend to our stockholders of record as of September 15, 2023 of $0.65 per share, payable on October 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 accounts receivable. The only significant concentration of liquid investments as of June 30, 2023 is related to cash and cash equivalents held in money market funds. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds.
Long-term debt as of June 30, 2023 is as follows (in thousands):
 JUNE 30, 2023
 DEBT (INCLUSIVE OF DISCOUNT)UNAMORTIZED DEFERRED FINANCING COSTSCARRYING AMOUNT
Revolving Credit Facility(1)
$679,500 $(5,332)$674,168 
Term Loan A(1)
234,375 — 234,375 
Term Loan B(1)(3)
662,685 (3,122)659,563 
Australian Dollar Term Loan196,333 (543)195,790 
UK Bilateral Revolving Credit Facility177,277 — 177,277 
37/8% GBP Senior Notes due 2025 (the "GBP Notes")
506,506 (2,231)504,275 
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(2)
1,000,000 (6,043)993,957 
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(2)
825,000 (5,609)819,391 
5% Senior Notes due 2028 (the "5% Notes due 2028")(2)
500,000 (3,678)496,322 
7% Senior Notes due 2029 (the "7% Notes due 2029")(2)
1,000,000 (11,853)988,147 
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(2)
1,000,000 (9,041)990,959 
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(2)
1,300,000 (10,655)1,289,345 
41/2% Senior Notes due 2031 (the "41/2% Notes")(2)
1,100,000 (9,539)1,090,461 
5% Senior Notes due 2032 (the "5% Notes due 2032")750,000 (11,858)738,142 
55/8% Senior Notes due 2032 (the "55/8% Notes")(2)
600,000 (5,275)594,725 
Real Estate Mortgages, Financing Lease Liabilities and Other457,724 (483)457,241 
Accounts Receivable Securitization Program343,100 (426)342,674 
Total Long-term Debt11,332,500 (85,688)11,246,812 
Less Current Portion(102,582)— (102,582)
Long-term Debt, Net of Current Portion$11,229,918 $(85,688)$11,144,230 
(1)Collectively, the “Credit Agreement”.
(2)Collectively, the "Parent Notes".
(3)Due to the discontinuance of the London Interbank Offered Rate ("LIBOR") reference rate on June 30, 2023, we transitioned the Term Loan B from an interest rate of LIBOR plus 1.75% to a synthetic LIBOR rate plus 1.75%, effective July 1, 2023.
See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report and Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.
MAY 2023 OFFERING
On May 15, 2023, Iron Mountain Incorporated completed a private offering of (in thousands):
SERIES OF NOTESAGGREGATE PRINCIPAL AMOUNTMATURITY DATEINTEREST PAYMENT DUE
PAR CALL DATE(1)
7% Notes due 2029
$1,000,000 February 15, 2029February 15 and August 15August 15, 2025
(1)We may redeem the 7% Notes due 2029 at any time, at our option, in whole or in part. Prior to the par call date, we may redeem the 7% Notes due 2029 at the redemption price or make-whole premium specified in the indenture governing the 7% Notes due 2029, together with accrued and unpaid interest to, but excluding, the redemption date. On or after the par call date, we may redeem the 7% Notes due 2029 at a price equal to 100% of the principal amount being redeemed, together with accrued and unpaid interest to, but excluding, the redemption date.
The 7% Notes due 2029 were issued at 100% of par. The total net proceeds of approximately $990.0 million from the issuance of the 7% Notes due 2029, after deducting the initial purchasers' commissions, were used to repay a portion of the outstanding borrowings under our Revolving Credit Facility.
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ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
On June 8, 2023, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to increase the maximum borrowing capacity from $325.0 million to $360.0 million. All other material terms of the Accounts Receivable Securitization Program remain the same as what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
LETTERS OF CREDIT
As of June 30, 2023, we had outstanding letters of credit totaling $40.4 million, of which $4.4 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between September 2023 and July 2025.
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 net total lease adjusted leverage ratio and a fixed charge coverage 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 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. 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 June 30, 2023 are as follows:
 JUNE 30, 2023MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio5.1 Maximum allowable of 7.0
Fixed charge coverage ratio2.3 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 June 30, 2023. 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.
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DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These forward-starting interest rate swap agreements commenced in March 2022 with a total notional amount of $350.0 million and provided 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 respective interest rate swap agreements. In April 2023, we terminated these agreements in anticipation of the discontinuance of the LIBOR reference rate on June 30, 2023. The terminated swap agreements had associated unrealized gains at the termination date of approximately $10.1 million. These gains are included in Accumulated other comprehensive items, net and will be reclassified into earnings as reductions to interest expense from the date of termination through March 2024, the original maturity date of the swaps.
In April 2023, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Under these interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month Secured Overnight Financing Rate, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. As of June 30, 2023, we have $350.0 million in notional value outstanding associated with these interest rate swap agreements, which expire in February 2026.
In November 2022, we entered into a forward-starting interest rate swap agreement to limit our exposure to changes in interest rates on future borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). This forward-starting interest rate swap agreement commenced in July 2023 and expires in October 2025. As of both June 30, 2023 and December 31, 2022, we have $4.8 million in notional value outstanding on this forward-starting interest rate swap agreement.
We have designated each of the interest rate swap agreements described above as cash flow hedges. These interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate 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.
CROSS-CURRENCY SWAP AGREEMENTS
We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both June 30, 2023 and December 31, 2022, we have approximately $469.2 million in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2023 through February 2026.
We have designated these cross-currency swap agreements as hedges of net investments in 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 the end of 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. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
ACQUISITIONS
CLUTTER
On June 29, 2023, in order to further expand our on-demand consumer storage business, we acquired 100% of the outstanding shares of Clutter Intermediate, Inc. and control of all assets of the Clutter JV (collectively, "Clutter") for total consideration of $59.1 million (the “Clutter Acquisition”). During the third quarter of 2023, we anticipate offering up to 15% equity interest in Clutter to certain former stakeholders of the Clutter JV.
INVESTMENTS
CLUTTER JOINT VENTURE
In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV, and Clutter, Inc.’s shareholders contributed their ownership interests in Clutter, Inc., 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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On June 29, 2023, we completed the Clutter Acquisition. In connection with the Clutter Acquisition, our previously held approximately 27% interest in the Clutter JV was remeasured to fair value at the closing date of the Clutter Acquisition. As a result, we recognized a loss of approximately $38.0 million to Other, net, a component of Other expense (income), net, during the second quarter of 2023.
WEB WERKS JOINT VENTURE
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, a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500.0 million Indian rupees (or approximately $96.2 million, based upon the exchange rates between the United States dollar and Indian rupee on the closing date of each investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV. On July 7, 2023, we made our final contractual investment in the Web Werks JV of approximately 3,750.0 million Indian rupees (or approximately $45.3 million, based upon the exchange rate between the United States dollar and Indian rupee on the closing date of this investment). After the final contractual payment, our interest in the Web Werks JV increased to 63.39% and we assumed control of its board of directors. For financial reporting periods beginning after July 7, 2023, the Web Werks JV will be consolidated within our Global Data Center Business segment.
JOINT VENTURE SUMMARY
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 June 30, 2023 and December 31, 2022 are as follows (in thousands):
JUNE 30, 2023DECEMBER 31, 2022
CARRYING VALUEEQUITY INTERESTCARRYING VALUEEQUITY INTEREST
Web Werks JV
$98,650 53.58 %$98,278 53.58 %
Joint venture with AGC Equity Partners
59,394 20.00 %37,194 20.00 %
Clutter JV— — %54,172 26.73 %













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Table of Contents
Part I. Financial Information
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 June 30, 2023 (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 June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
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 June 30, 2023, nor did we repurchase any shares of our common stock during the three months ended June 30, 2023.
ITEM 5. OTHER INFORMATION
On June 2, 2023, Mr. Edward Greene, our Executive Vice President, Chief Human Resources Officer, adopted a 10b5-1 trading plan to sell up to 4,851 shares of our common stock between September 5, 2023 and November 30, 2023.
On June 16, 2023, Mr. John Tomovcsik, our Executive Vice President, Chief Operating Officer, terminated a 10b5-1 trading plan that was adopted on March 3, 2023 to exercise options to purchase up to 36,824 shares of our common stock and sell up to 69,731 shares of our common stock between June 7, 2023 and February 29, 2024. On June 20, 2023, Mr. Tomovcsik adopted a 10b5-1 trading plan to exercise options to purchase up to 11,859 shares of our common stock and sell up to 41,859 shares of our common stock between September 18, 2023 and June 18, 2024.
Each of these arrangements is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
ITEM 6. EXHIBITS
(A) EXHIBITS
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC.
EXHIBIT NO.DESCRIPTION
3.1
Bylaws of Iron Mountain Incorporated. (Incorporated by reference to the Company's Current Report on Form 8-K dated May 12, 2023.)
4.1
31.1
31.2
32.1
32.2
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
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Table of Contents
Part II. Other Information
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: August 3, 2023
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