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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 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)
Delaware 23-2588479
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value IRM NYSE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☒
 Accelerated filer
☐
Non-accelerated filer
☐
 Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒
As of October 27, 2023, the registrant had 291,989,568 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 SEPTEMBER 30, 2023 FORM 10-Q
1
Table of Contents
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
  SEPTEMBER 30, 2023 DECEMBER 31, 2022
ASSETS  
Current Assets:  
Cash and cash equivalents $ 170,502  $ 141,797 
Accounts receivable (less allowances of $71,152 and $54,143 as of September 30, 2023 and December 31, 2022, respectively)
1,167,654  1,174,915 
Prepaid expenses and other 278,888  230,433 
Total Current Assets 1,617,044  1,547,145 
Property, Plant and Equipment:  
Property, plant and equipment 9,877,866  9,025,765 
Less—Accumulated depreciation (3,986,450) (3,910,321)
Property, Plant and Equipment, Net 5,891,416  5,115,444 
Other Assets, Net:  
Goodwill 4,938,075  4,882,734 
Customer and supplier relationships and other intangible assets 1,353,139  1,423,145 
Operating lease right-of-use assets 2,620,582  2,583,704 
Other 456,662  588,342 
Total Other Assets, Net 9,368,458  9,477,925 
Total Assets $ 16,876,918  $ 16,140,514 
LIABILITIES AND EQUITY  
Current Liabilities:  
Current portion of long-term debt $ 107,984  $ 87,546 
Accounts payable 448,319  469,198 
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) 1,109,492  1,031,910 
Deferred revenue 325,493  328,910 
Total Current Liabilities 1,991,288  1,917,564 
Long-term Debt, net of current portion 11,548,229  10,481,449 
Long-term Operating Lease Liabilities, net of current portion 2,479,223  2,429,167 
Other Long-term Liabilities 158,446  317,376 
Deferred Income Taxes 273,831  263,005 
Commitments and Contingencies
Redeemable Noncontrolling Interests 163,270  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 291,927,407 and 290,830,296 shares as of September 30, 2023 and December 31, 2022, respectively)
 2,919  2,908 
Additional paid-in capital 4,508,384  4,468,035 
(Distributions in excess of earnings) Earnings in excess of distributions (3,790,794) (3,392,272)
Accumulated other comprehensive items, net (458,003) (442,003)
Total Iron Mountain Incorporated Stockholders' Equity 262,506  636,668 
Noncontrolling Interests 125  125 
Total Equity 262,631  636,793 
Total Liabilities and Equity $ 16,876,918  $ 16,140,514 


The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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 SEPTEMBER 30,
  2023 2022
Revenues:    
Storage rental $ 858,656  $ 760,370 
Service 529,519  526,575 
Total Revenues 1,388,175  1,286,945 
Operating Expenses:
Cost of sales (excluding depreciation and amortization) 592,201  546,041 
Selling, general and administrative 315,030  285,299 
Depreciation and amortization 198,757  175,077 
Acquisition and Integration Costs 9,909  5,554 
Restructuring and other transformation 38,861  3,382 
(Gain) loss on disposal/write-down of property, plant and equipment, net (4,416) (14,170)
Total Operating Expenses 1,150,342  1,001,183 
Operating Income (Loss) 237,833  285,762 
Interest Expense, Net (includes Interest Income of $4,059 and $2,176 for the three months ended
September 30, 2023 and 2022, respectively)
 152,801  121,767 
Other (Income) Expense, Net (16,271) (52,870)
Net Income (Loss) Before Provision (Benefit) for Income Taxes 101,303  216,865 
Provision (Benefit) for Income Taxes 9,912  23,934 
Net Income (Loss) 91,391  192,931 
Less: Net Income (Loss) Attributable to Noncontrolling Interests 348  767 
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 91,043  $ 192,164 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:    
Basic $ 0.31  $ 0.66 
Diluted $ 0.31  $ 0.66 
Weighted Average Common Shares Outstanding—Basic 292,148  290,937 
Weighted Average Common Shares Outstanding—Diluted 294,269  292,552 


















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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)
  NINE MONTHS ENDED SEPTEMBER 30,
  2023 2022
Revenues:    
Storage rental $ 2,499,501  $ 2,264,566 
Service 1,560,959  1,559,959 
Total Revenues 4,060,460  3,824,525 
Operating Expenses:
Cost of sales (excluding depreciation and amortization) 1,756,471  1,649,139 
Selling, general and administrative 921,355  861,416 
Depreciation and amortization 576,218  536,946 
Acquisition and Integration Costs 13,015  38,093 
Restructuring and other transformation 121,362  3,382 
(Gain) loss on disposal/write-down of property, plant and equipment, net (18,982) (66,124)
Total Operating Expenses 3,369,439  3,022,852 
Operating Income (Loss) 691,021  801,673 
Interest Expense, Net (includes Interest Income of $9,256 and $5,995 for the nine months ended
September 30, 2023 and 2022, respectively)
 434,148  351,266 
Other Expense (Income), Net 67,879  (38,186)
Net Income (Loss) Before Provision (Benefit) for Income Taxes 188,994  488,593 
Provision (Benefit) for Income Taxes 30,925  52,097 
Net Income (Loss) 158,069  436,496 
Less: Net Income (Loss) Attributable to Noncontrolling Interests 2,317  1,952 
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 155,752  $ 434,544 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:    
Basic $ 0.53  $ 1.49 
Diluted $ 0.53  $ 1.49 
Weighted Average Common Shares Outstanding—Basic 291,805  290,673 
Weighted Average Common Shares Outstanding—Diluted 293,615  292,294 


















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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 SEPTEMBER 30,
  2023 2022
Net Income (Loss) $ 91,391  $ 192,931 
Other Comprehensive (Loss) Income:    
Foreign Currency Translation Adjustment (80,168) (175,098)
Change in Fair Value of Derivative Instruments 6,184  32,233 
Reclassifications from Accumulated Other Comprehensive Items, net (2,527) — 
Total Other Comprehensive (Loss) Income: (76,511) (142,865)
Comprehensive Income (Loss) 14,880  50,066 
Comprehensive (Loss) Income Attributable to Noncontrolling Interests (404) 408 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 15,284  $ 49,658 
  NINE MONTHS ENDED SEPTEMBER 30,
  2023 2022
Net Income (Loss) $ 158,069  $ 436,496 
Other Comprehensive (Loss) Income:  
Foreign Currency Translation Adjustment (21,907) (335,431)
Change in Fair Value of Derivative Instruments 10,638  83,210 
Reclassifications from Accumulated Other Comprehensive Items, net (5,054) — 
Total Other Comprehensive (Loss) Income: (16,323) (252,221)
Comprehensive Income (Loss) 141,746  184,275 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests 1,994  865 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 139,752  $ 183,410 




















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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 SEPTEMBER 30, 2023
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, June 30, 2023 $ 416,343  291,824,958  $ 2,918  $ 4,488,492  $ (3,692,948) $ (382,244) $ 125  $ 104,059 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation 20,293  102,449  1  20,292  —  —  —  — 
Changes in equity related to redeemable noncontrolling interests (400) —  —  (400) —  —  —  — 
Parent cash dividends declared (188,889) —  —  —  (188,889) —  —  — 
Other comprehensive (loss) income (75,759) —  —  —  —  (75,759) —  (752)
Net income (loss) 91,043  —  —  —  91,043  —  —  348 
Noncontrolling interests dividends —  —  —  —  —  —  —  (905)
Purchase of noncontrolling interests —  —  —  —  —  —  —  60,520 
Balance, September 30, 2023 $ 262,631  291,927,407  $ 2,919  $ 4,508,384  $ (3,790,794) $ (458,003) $ 125  $ 163,270 
NINE MONTHS ENDED SEPTEMBER 30, 2023
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET		 NONCONTROLLING
INTERESTS		 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, December 31, 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 compensation 39,393  1,097,111  11  39,382  —  —  —  — 
Changes in equity related to redeemable noncontrolling interests 967  —  —  967  —  —  —  (1,367)
Parent cash dividends declared (554,274) —  —  —  (554,274) —  —  — 
Other comprehensive (loss) income (16,000) —  —  —  —  (16,000) —  (323)
Net income (loss) 155,752  —  —  —  155,752  —  —  2,317 
Noncontrolling interests equity contributions —  —  —  —  —  —  —  9,900 
Noncontrolling interests dividends —  —  —  —  —  —  —  (2,937)
Purchase of noncontrolling interests —  —  —  —  —  —  —  60,520 
Balance, September 30, 2023 $ 262,631  291,927,407  $ 2,919  $ 4,508,384  $ (3,790,794) $ (458,003) $ 125  $ 163,270 









The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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 SEPTEMBER 30, 2022
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, June 30, 2022 $ 651,775  290,679,958  $ 2,907  $ 4,432,009  $ (3,340,992) $ (446,975) $ 4,826  $ 93,957 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation 13,979  7,984  —  13,979  —  —  —  — 
Parent cash dividends declared (181,385) —  —  —  (181,385) —  —  — 
Other comprehensive (loss) income (142,828) —  —  —  —  (142,506) (322) (37)
Net income (loss) 192,298  —  —  —  192,164  —  134  633 
Noncontrolling interests dividends —  —  —  —  —  —  —  (732)
Balance, September 30, 2022 $ 533,839  290,687,942  $ 2,907  $ 4,445,988  $ (3,330,213) $ (589,481) $ 4,638  $ 93,821 
NINE MONTHS ENDED SEPTEMBER 30, 2022
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET		 NONCONTROLLING
INTERESTS		 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, December 31, 2021 $ 857,068  289,757,061  $ 2,898  $ 4,412,553  $ (3,221,152) $ (338,347) $ 1,116  $ 72,411 
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation 36,939  930,881  9  36,930  —  —  —  — 
Changes in equity related to noncontrolling interests 2,626  —  —  (1,009) —  —  3,635  1,009 
Parent cash dividends declared (543,605) —  —  —  (543,605) —  —  — 
Other comprehensive (loss) income (251,615) —  —  —  —  (251,134) (481) (606)
Net income (loss) 434,912  —  —  —  434,544  —  368  1,584 
Noncontrolling interests equity contributions and related costs (2,486) —  —  (2,486) —  —  —  21,547 
Noncontrolling interests dividends —  —  —  —  —  —  —  (2,124)
Balance, September 30, 2022 $ 533,839  290,687,942  $ 2,907  $ 4,445,988  $ (3,330,213) $ (589,481) $ 4,638  $ 93,821 















The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 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)
  NINE MONTHS ENDED SEPTEMBER 30,
  2023 2022
Cash Flows from Operating Activities:  
Net income (loss) $ 158,069  $ 436,496 
Adjustments to reconcile net income (loss) to cash flows from operating activities:    
Depreciation 387,327  350,626 
Amortization (includes amortization of deferred financing costs and discounts of $13,580 and $13,536 for the nine months ended September 30, 2023 and 2022, respectively)
 202,471  199,856 
Revenue reduction associated with amortization of customer inducements and above- and below-market leases 5,206  5,532 
Stock-based compensation expense 53,195  45,923 
(Benefit) provision for deferred income taxes (7,727) (22,991)
Loss on early extinguishment of debt —  671 
(Gain) loss on disposal/write-down of property, plant and equipment, net (18,982) (66,124)
Loss (gain) on divestments and deconsolidations —  105,825 
Loss (gain) associated with the Clutter transactions 38,000  (35,821)
Foreign currency transactions and other, net 55,768  (101,329)
(Increase) decrease in assets (6,889) (219,173)
(Decrease) increase in liabilities (200,064) (139,136)
Cash Flows from Operating Activities 666,374  560,355 
Cash Flows from Investing Activities:    
Capital expenditures (962,294) (596,801)
Cash paid for acquisitions, net of cash acquired (33,932) (724,213)
Acquisition of customer relationships —  (1,901)
Customer inducements (5,799) (4,288)
Contract fulfillment costs (61,960) (49,874)
Investments in joint ventures and other investments (15,830) (46,100)
Proceeds from sales of property and equipment and other, net 44,732  119,417 
Cash Flows from Investing Activities (1,035,083) (1,303,760)
Cash Flows from Financing Activities:    
Repayment of revolving credit facility, term loan facilities and other debt (13,654,869) (8,038,964)
Proceeds from revolving credit facility, term loan facilities and other debt 13,630,522  9,240,478 
Net proceeds from sale of senior note 990,000  — 
Debt financing and equity contribution from noncontrolling interests 9,900  21,547 
Debt repayment and equity distribution to noncontrolling interests (2,937) (2,124)
Parent cash dividends (547,667) (544,069)
Net (payments) proceeds associated with employee stock-based awards (13,802) (8,984)
Other, net (7,275) (9,437)
Cash Flows from Financing Activities 403,872  658,447 
Effect of Exchange Rates on Cash and Cash Equivalents (6,458) (15,647)
Increase (decrease) in Cash and Cash Equivalents 28,705  (100,605)
Cash and Cash Equivalents, Beginning of Period 141,797  255,828 
Cash and Cash Equivalents, End of Period $ 170,502  $ 155,223 
Supplemental Information:  
Cash Paid for Interest $ 470,273  $ 410,851 
Cash Paid for Income Taxes, Net $ 74,948  $ 77,765 
Non-Cash Investing and Financing Activities:    
Financing Leases and Other $ 104,613  $ 18,774 
Accrued Capital Expenditures $ 176,596  $ 137,802 
Deferred Purchase Obligations and Other Deferred Payments $ 4,786  $ 279,734 
Dividends Payable $ 200,879  $ 190,095 


The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 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
(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 nine months ended September 30, 2023 is as follows:
Balance as of December 31, 2022 $ 54,143 
Credit memos charged to revenue 69,587 
Allowance for bad debts charged to expense 27,934 
Deductions and other(1)
 (80,512)
Balance as of September 30, 2023 $ 71,152 
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.
IRON MOUNTAIN SEPTEMBER 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)
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 September 30, 2023 and December 31, 2022 are as follows:
DESCRIPTION SEPTEMBER 30, 2023 DECEMBER 31, 2022
Assets:
Operating lease right-of-use assets $ 2,620,582  $ 2,583,704 
Financing lease right-of-use assets, net of accumulated depreciation(1)
 300,424  251,690 
Liabilities:
Current
Operating lease liabilities $ 276,191  $ 288,738 
Financing lease liabilities(1)
 55,744  43,857 
Long-term
Operating lease liabilities $ 2,479,223  $ 2,429,167 
Financing lease liabilities(1)
 316,043  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 nine months ended September 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
DESCRIPTION 2023 2022 2023 2022
Operating lease cost(1)
 $ 172,040  $ 145,293  $ 489,153  $ 428,686 
Financing lease cost:
Depreciation of financing lease right-of-use assets $ 11,004  $ 10,186  $ 31,214  $ 32,218 
Interest expense for financing lease liabilities 4,843  4,126  13,600  13,163 
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $34,866 and $100,864 for the three and nine months ended September 30, 2023, respectively, and $30,730 and $89,647 for the three and nine months ended September 30, 2022, respectively.
IRON MOUNTAIN SEPTEMBER 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)
Other information: Supplemental cash flow information relating to our leases for the nine months ended September 30, 2023 and 2022 is as follows:
NINE MONTHS ENDED SEPTEMBER 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES: 2023 2022
Operating cash flows used in operating leases $ 334,806  $ 302,442 
Operating cash flows used in financing leases (interest) 13,600  13,163 
Financing cash flows used in financing leases 35,124  29,254 
NON-CASH ITEMS:
Operating lease modifications and reassessments $ 65,874  $ 145,133 
New operating leases (including acquisitions and sale-leaseback transactions) 234,194  485,673 
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.
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 nine months ended September 30, 2023 are as follows:
GLOBAL RIM BUSINESS GLOBAL DATA CENTER BUSINESS CORPORATE AND OTHER TOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization as of December 31, 2022
 $ 3,852,946  $ 418,502  $ 611,286  $ 4,882,734 
Tax deductible goodwill acquired during the period —  —  11,045  11,045 
Non-tax deductible goodwill acquired during the period 33,873  31,228  383  65,484 
Fair value and other adjustments (80) —  2,333  2,253 
Currency translation adjustments (21,532) (1,799) (110) (23,441)
Goodwill balance, net of accumulated amortization as of September 30, 2023
 $ 3,865,207  $ 447,931  $ 624,937  $ 4,938,075 
Accumulated goodwill impairment balance as of September 30, 2023
 $ 132,409  $ —  $ 26,011  $ 158,420 
IRON MOUNTAIN SEPTEMBER 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 September 30, 2023 and December 31, 2022 are as follows:
    FAIR VALUE MEASUREMENTS AT SEPTEMBER 30, 2023 USING
DESCRIPTION TOTAL CARRYING
VALUE AT
SEPTEMBER 30, 2023		 QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)		 SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)		 SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)
Money Market Funds $ 10,197  $ —  $ 10,197  $ — 
Time Deposits 45,910  —  45,910  — 
Trading Securities 9,917  8,418  1,499  — 
Derivative Assets 39,478  —  39,478  — 
Derivative Liabilities 38  —  38  — 
Deferred Purchase Obligations(1)
 206,755  —  —  206,755 
    FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2022 USING
DESCRIPTION TOTAL 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 Deposits 1,102  —  1,102  — 
Trading Securities 9,462  9,426  36  — 
Derivative Assets 51,396  —  51,396  — 
Derivative Liabilities 489  —  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 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 nine months ended September 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 September 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, (ii) the redemption value of recently acquired noncontrolling interests and previously held equity interests (both as disclosed in Note 3) and (iii) assets acquired and liabilities assumed through our acquisitions that occurred during the nine months ended September 30, 2023, all of which are based on Level 3 inputs.
IRON MOUNTAIN SEPTEMBER 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)
F. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in Accumulated other comprehensive items, net for the three and nine months ended September 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED SEPTEMBER 30, 2023 THREE MONTHS ENDED SEPTEMBER 30, 2022
  FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS		 DERIVATIVE FINANCIAL
INSTRUMENTS		 TOTAL FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS		 DERIVATIVE FINANCIAL
INSTRUMENTS		 TOTAL
Beginning of Period $ (396,677) $ 14,433  $ (382,244) $ (500,629) $ 53,654  $ (446,975)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments (79,416) —  (79,416) (174,739) —  (174,739)
Change in fair value of derivative instruments —  6,184  6,184  —  32,233  32,233 
Reclassifications from accumulated other comprehensive items, net —  (2,527) (2,527) —  —  — 
Total other comprehensive (loss) income (79,416) 3,657  (75,759) (174,739) 32,233  (142,506)
End of Period $ (476,093) $ 18,090  $ (458,003) $ (675,368) $ 85,887  $ (589,481)
NINE MONTHS ENDED SEPTEMBER 30, 2023 NINE MONTHS ENDED SEPTEMBER 30, 2022
  FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS		 DERIVATIVE FINANCIAL
INSTRUMENTS		 TOTAL FOREIGN
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 (loss) income:
Foreign currency translation and other adjustments (21,584) —  (21,584) (334,344) —  (334,344)
Change in fair value of derivative instruments —  10,638  10,638  —  83,210  83,210 
Reclassifications from accumulated other comprehensive items, net —  (5,054) (5,054) —  —  — 
Total other comprehensive (loss) income (21,584) 5,584  (16,000) (334,344) 83,210  (251,134)
End of Period $ (476,093) $ 18,090  $ (458,003) $ (675,368) $ 85,887  $ (589,481)
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 September 30, 2023 and December 31, 2022 are as follows:
SEPTEMBER 30, 2023 DECEMBER 31, 2022
GROSS
CARRYING
AMOUNT		 ACCUMULATED
AMORTIZATION		 NET
CARRYING
AMOUNT		 GROSS
CARRYING
AMOUNT		 ACCUMULATED
AMORTIZATION		 NET
CARRYING
AMOUNT
Intake Costs asset $ 77,937  $ (47,081) $ 30,856  $ 68,345  $ (42,132) $ 26,213 
Commissions asset 154,425  (66,777) 87,648  133,145  (58,949) 74,196 
IRON MOUNTAIN SEPTEMBER 30, 2023 FORM 10-Q
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
DESCRIPTION LOCATION IN BALANCE SHEET SEPTEMBER 30, 2023 DECEMBER 31, 2022
Deferred revenue - Current Deferred revenue $ 325,493  $ 328,910 
Deferred revenue - Long-term Other Long-term Liabilities 22,537  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 associated with our Global Data Center Business for the three and nine months ended September 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Storage rental revenue $ 123,655  $ 96,328  $ 342,080  $ 273,547 
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 nine months ended September 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Stock-based compensation expense $ 18,313  $ 14,326  $ 53,195  $ 45,923 
As of September 30, 2023, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards is $70,074.
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 nine months ended September 30, 2023 and 2022 are as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Acquisition and Integration Costs $ 9,909  $ 5,554  $ 13,015  $ 38,093 
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
J. (GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
(Gain) loss on disposal/write-down of property, plant and equipment, net for the three and nine months ended September 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023
2022(2)
2023(1)
2022(2)
(Gain) loss on disposal/write-down of property, plant and equipment, net(3)
 $ (4,416) $ (14,170) $ (18,982) $ (66,124)
(1)    The gains for the nine months ended September 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 nine months ended September 30, 2022 primarily consist of gains of approximately $66,000 associated with sale and sale-leaseback transactions, of which (i) approximately $17,000 relates to sale-leaseback transactions of two facilities in the United States and one in Canada during the third quarter of 2022 and (ii) approximately $49,000 relates to sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States during the second quarter of 2022.
(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 (INCOME) EXPENSE, NET
Other (income) expense, net for the three and nine months ended September 30, 2023 and 2022 consists of the following:
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
DESCRIPTION 2023 2022 2023 2022
Foreign currency transaction (gains) losses, net(1)(2)
 $ (29,310) $ (58,519) $ 177  $ (126,759)
Debt extinguishment expense —  —  —  671 
Other, net(3)(4)
 13,039  5,649  67,702  87,902 
Other (Income) Expense, Net $ (16,271) $ (52,870) $ 67,879  $ (38,186)
(1)The gains for the three months ended September 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 nine months ended September 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 nine months ended September 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 nine months ended September 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 4).
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
L. INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and nine months ended September 30, 2023 and 2022 are as follows:
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023(1)
2022(2)
2023(2)
2022(2)
Effective Tax Rate 9.8  % 11.0  % 16.4  % 10.7  %
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2023 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other (income) expense, net during the period, for which there was no tax impact.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2022 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other (income) expense, net and Gain (loss) on disposal/write-down of property, plant and equipment, net, during the period for which there was an insignificant tax impact. During the first quarter of 2022, there was also a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries 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 nine months ended September 30, 2023 and 2022 are as follows:
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
  2023 2022 2023 2022
Net Income (Loss) $ 91,391  $ 192,931  $ 158,069  $ 436,496 
Less: Net Income (Loss) Attributable to Noncontrolling Interests 348  767  2,317  1,952 
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) $ 91,043  $ 192,164  $ 155,752  $ 434,544 
Weighted-average shares—basic 292,148,000  290,937,000  291,805,000  290,673,000 
Effect of dilutive potential stock options 1,592,000  1,133,952  1,376,000  1,126,280 
Effect of dilutive potential RSUs and PUs 529,000  480,919  434,000  494,956 
Weighted-average shares—diluted 294,269,000  292,551,871  293,615,000  292,294,236 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:    
 Basic $ 0.31  $ 0.66  $ 0.53  $ 1.49 
 Diluted $ 0.31  $ 0.66  $ 0.53  $ 1.49 
Antidilutive stock options, RSUs and PUs excluded from the calculation 16,820  220,421  106,561  403,362 
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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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
WEB WERKS
On July 7, 2023, we made our final contractual investment in the Web Werks JV (as defined in Note 4) 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) (the "Web Werks Transaction"). As a result of the Web Werks Transaction, our interest in the Web Werks JV increased to 63.39%, we assumed control of its board of directors and the financial results of the Web Werks JV are now consolidated within our Global Data Center Business segment. We recognized noncontrolling interests of approximately $78,600 based upon the fair value attributable to these interests at the time of the Web Werks Transaction, of which approximately $18,100 of the noncontrolling interests were determined to be a current liability and included as a component of Accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheet.
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 $60,600 (the “Clutter Acquisition”). The financial results of the Clutter JV are now consolidated within our Global RIM Business segment. In October 2023, we sold 15% of the equity interests in Clutter to certain former stakeholders of the Clutter JV for total consideration of $7,500.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS (CONTINUED)
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 nine months ended September 30, 2023 is as follows:
NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Paid (gross of cash acquired)(1)
 $ 88,518 
Deferred Purchase Obligation, Purchase Price Holdbacks and Other 4,790 
Fair Value of Previously Held Equity Interest(2)
 99,718 
Fair Value of Noncontrolling Interest(2)
 78,598 
Settlement of Pre-Existing Relationships 21,641 
Total Consideration 293,265 
Fair Value of Identifiable Assets Acquired:
Cash and Cash Equivalents 58,393 
Accounts Receivable, Prepaid Expenses and Other Assets 27,561 
Property, Plant and Equipment 118,438 
Customer and Supplier Relationship Intangible Assets(3)
 29,029 
Data Center Lease-Based Intangible Assets(4)
 18,161 
Data Center Tenant Relationships(5)
 22,701 
Other Intangible Assets 2,180 
Operating Lease Right-of-Use Assets 27,272 
Fair Value of Identifiable Liabilities Assumed (86,999)
Goodwill Initially Recorded(6)
 $ 76,529 
(1)Cash paid for acquisitions, net in our Condensed Consolidated Statement of Cash Flows includes (i) cash acquired of $58,393 relating to acquisitions completed during the nine months ended September 30, 2023 and (ii) contingent and other payments of $3,807 for the nine months ended September 30, 2023 relating to acquisitions completed prior to January 1, 2023.
(2)The fair values of the previously held equity interest and the noncontrolling interest were determined to be the respective interest’s proportionate share of the fair value of net assets acquired, as of the acquisition date.
(3)The preliminary weighted average life of the customer and supplier relationship intangible assets acquired is approximately 5 years.
(4)The preliminary weighted average life of the data center lease-based intangible assets is approximately 4 years.
(5)The preliminary weighted average life of the data center tenant relationships is approximately 4 years.
(6)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.
The preliminary purchase price allocations that are not finalized as of September 30, 2023 relate to the final assessment of the fair values of property, plant and equipment and intangible assets associated with the acquisitions we closed during the nine months ended September 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 nine months ended September 30, 2023 were not material to our results from operations.
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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 SEPTEMBER 30, 2022 NINE MONTHS ENDED SEPTEMBER 30, 2022
Total Revenues $ 1,286,945  $ 3,842,499 
Income from Continuing Operations $ 192,931  $ 436,627 
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 (income) expense, 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 (income) expense, 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. In July 2023, we made our final contractual investment in the Web Werks JV. See Note 3.
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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
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 September 30, 2023 and December 31, 2022 are as follows:
SEPTEMBER 30, 2023
DECEMBER 31, 2022
CARRYING VALUE EQUITY INTEREST CARRYING VALUE EQUITY INTEREST
Web Werks JV
 $ —  —  % $ 98,278  53.58  %
Joint venture with AGC Equity Partners (the "Frankfurt JV")
 58,154  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
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our 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 (“SOFR”), in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our 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.
In April 2023, in anticipation of the discontinuance of the London Interbank Offered Rate ("LIBOR") reference rate on June 30, 2023, we terminated interest rate swap agreements with notional amounts totaling $350,000 that were indexed to the one-month LIBOR benchmark rate. 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 termination date through March 2024, the original maturity date of these interest rate swap agreements.
As of September 30, 2023 and December 31, 2022, we have approximately $438,000 and $354,800, respectively, in notional value outstanding on our interest rate swap agreements, with maturity dates ranging from October 2025 through February 2026.
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 September 30, 2023 and December 31, 2022, we have approximately $509,200 and $469,200, respectively, in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2024 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.
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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)
The fair value of derivative instruments recognized in our Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022, by derivative instrument, are as follows:
SEPTEMBER 30, 2023 DECEMBER 31, 2022
DERIVATIVE INSTRUMENTS(1)
 Assets Liabilities Assets Liabilities
Cash Flow Hedges(2)
    
Interest rate swap agreements $ 11,519  $ 38  $ 12,995  $ 489 
Net Investment Hedges(3)
Cross-currency swap agreements 27,959  —  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 September 30, 2023, $3,938 is included within Prepaid expenses and other, $35,540 is included within Other assets and $38 is included with other long-term 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 September 30, 2023, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $18,090, which include $5,054 related to our terminated interest rate swap agreements.
(3)As of September 30, 2023, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $53,980, which include $26,021 related to the excluded component of our cross-currency swap agreements.
Unrealized gains (losses) recognized in Accumulated other comprehensive income during the three and nine months ended September 30, 2023 and 2022, by derivative instrument, are as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
DERIVATIVE INSTRUMENTS 2023 2022 2023 2022
Cash Flow Hedges  
Interest rate swap agreements $ 6,184  $ 5,157  $ 10,638  $ 20,559 
Net Investment Hedges
Cross-currency swap agreements 5,822  27,076  (15,685) 62,651 
Cross-currency swap agreements (excluded component) 5,270  —  16,921  — 
Gains (losses) recognized in Net income during the three and nine months ended September 30, 2023 and 2022, by derivative instrument, are as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
DERIVATIVE INSTRUMENTS Location of gain (loss) 2023 2022 2023 2022
Cash Flow Hedges
Interest rate swap agreements Interest expense $ 2,527  $ —  $ 5,054  $ — 
Net Investment Hedges
Cross-currency swap agreements (excluded component) Interest expense (5,270) —  (16,921) — 
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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT
Long-term debt is as follows:
  SEPTEMBER 30, 2023 DECEMBER 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)
 $ 1,049,500  $ (4,976) $ 1,044,524  $ 1,049,500  $ 1,072,200  $ (6,790) $ 1,065,410  $ 1,072,200 
Term Loan A(1)
 231,250  —  231,250  231,250  240,625  —  240,625  240,625 
Term Loan B(1)(3)
 660,992  (2,810) 658,182  661,500  666,073  (3,747) 662,326  666,750 
Virginia 3 Term Loans 26,134  (3,915) 22,219  26,134  —  —  —  — 
Australian Dollar Term Loan 187,853  (491) 187,362  189,349  202,641  (633) 202,008  204,623 
UK Bilateral Revolving Credit Facility 170,858  —  170,858  170,858  169,361  —  169,361  169,361 
37/8% GBP Senior Notes due 2025 (the "GBP Notes")
 488,166  (1,920) 486,246  458,959  483,888  (2,589) 481,299  445,206 
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(2)
 1,000,000  (5,688) 994,312  913,750  1,000,000  (6,754) 993,246  917,500 
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(2)
 825,000  (5,314) 819,686  755,906  825,000  (6,200) 818,800  754,875 
5% Senior Notes due 2028 (the "5% Notes due 2028")(2)
 500,000  (3,497) 496,503  451,250  500,000  (4,039) 495,961  450,000 
7% Senior Notes due 2029 (the "7% Notes due 2029")(2)
 1,000,000  (11,253) 988,747  972,500  —  —  —  — 
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(2)
 1,000,000  (8,679) 991,321  872,500  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  (10,279) 1,289,721  1,124,500  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  (9,228) 1,090,772  902,000  1,100,000  (10,161) 1,089,839  891,000 
5% Senior Notes due 2032 (the "5% Notes due 2032") 750,000  (11,532) 738,468  615,000  750,000  (12,511) 737,489  622,500 
55/8% Senior Notes due 2032 (the "55/8% Notes")(2)
 600,000  (5,130) 594,870  513,000    600,000  (5,566) 594,434  520,500 
Real Estate Mortgages, Financing Lease Liabilities and Other 502,787  (443) 502,344  502,787  425,777  (578) 425,199  425,777 
Accounts Receivable Securitization Program 349,200  (372) 348,828  349,200  314,700  (531) 314,169  314,700 
Total Long-term Debt 11,741,740  (85,527) 11,656,213    10,650,265  (81,270) 10,568,995 
Less Current Portion (107,984) —  (107,984)   (87,546) —  (87,546)  
Long-term Debt, Net of Current Portion $ 11,633,756  $ (85,527) $ 11,548,229    $ 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 September 30, 2023 was $1,196,037 (which amount represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.2% and 6.2% as of September 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.
(3)Due to the discontinuance of the 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. All other terms remain the same as what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
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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, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2023.)
VIRGINIA 3 CREDIT AGREEMENT
On August 31, 2023, Iron Mountain Data Centers Virginia 3, LLC, a wholly owned subsidiary of IMI, entered into a credit agreement (the "Virginia 3 Credit Agreement") in order to partially fund the construction of a data center facility in Virginia. The Virginia 3 Credit Agreement consists of a term loan and a letter of credit facility. We have the option to borrow, in the form of term loans, an aggregate outstanding amount not to exceed $275,000 (the "Virginia 3 Term Loans"). The Virginia 3 Credit Agreement requires the payment of a commitment fee on any unused commitments at a rate of 0.75%. The Virginia 3 Term Loans bear interest at SOFR plus 2.50%. The Virginia 3 Credit Agreement is scheduled to mature on August 31, 2026, at which point all obligations will become due. We have two one-year options that allow us to extend the maturity date beyond August 31, 2026, subject to the conditions specified in the Virginia 3 Credit Agreement. As of September 30, 2023, we have $26,134 in outstanding borrowings in Virginia 3 Term Loans.
MAXIMUM AMOUNT
$275,000

OUTSTANDING BORROWING
$26,134

INTEREST RATE
7.8%
As of September 30, 2023
MAY 2023 OFFERING
On May 15, 2023, IMI completed a private offering of:
SERIES OF NOTES AGGREGATE PRINCIPAL AMOUNT MATURITY DATE INTEREST PAYMENT DUE
PAR CALL DATE(1)
7% Notes due 2029
 $ 1,000,000  February 15, 2029 February 15 and August 15 August 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.
UK BILATERAL REVOLVING CREDIT FACILITY
MAXIMUM AMOUNT
£140,000
OPTIONAL ADDITIONAL COMMITMENTS
£125,000
INTEREST RATE
7.2%
As of September 30, 2023
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2023. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility.

On September 19, 2023, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2024 to September 24, 2025. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT (CONTINUED)
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
$349,200

INTEREST RATE
6.4%
As of September 30, 2023
LETTERS OF CREDIT
As of September 30, 2023, we had outstanding letters of credit totaling $38,434, of which $4,463 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 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. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of September 30, 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.
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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
8. STOCKHOLDERS' EQUITY MATTERS
In fiscal year 2022 and the nine months ended September 30, 2023, our board of directors declared the following dividends:
DECLARATION DATE DIVIDEND
PER SHARE		 RECORD DATE TOTAL
AMOUNT		 PAYMENT DATE
February 24, 2022 $ 0.6185  March 15, 2022 $ 179,661  April 6, 2022
April 28, 2022 0.6185  June 15, 2022 179,781  July 6, 2022
August 4, 2022 0.6185  September 15, 2022 179,790  October 4, 2022
November 3, 2022 0.6185  December 15, 2022 179,866  January 5, 2023
February 23, 2023 0.6185  March 15, 2023 180,339  April 5, 2023
May 4, 2023 0.6185  June 15, 2023 180,493  July 6, 2023
August 3, 2023 0.6500  September 15, 2023 189,730  October 5, 2023
On November 2, 2023, we declared a dividend to our stockholders of record as of December 15, 2023 of $0.65 per share, payable on January 4, 2024.

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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION
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
The operations associated with acquisitions completed during the first nine months of 2023 have been incorporated into our existing reportable segments.
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Global RIM Business
Total Revenues $ 1,182,652  $ 1,091,102  $ 3,469,045  $ 3,210,469 
Adjusted EBITDA 516,548  483,862  1,493,394  1,402,025 
Global Data Center Business
Total Revenues $ 127,535  $ 100,309  $ 357,873  $ 297,384 
Adjusted EBITDA 53,216  42,660  157,660  126,944 
Corporate and Other
Total Revenues $ 77,988  $ 95,534  $ 233,542  $ 316,672 
Adjusted EBITDA (69,802) (57,088) (214,626) (173,835)
Total Consolidated
Total Revenues $ 1,388,175  $ 1,286,945  $ 4,060,460  $ 3,824,525 
Adjusted EBITDA 499,962  469,434  1,436,428  1,355,134 
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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
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 (income) expense, net
•Stock-based compensation expense
Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.
A reconciliation of Net Income (Loss) to Adjusted EBITDA on a consolidated basis for the three and nine months ended September 30, 2023 and 2022 is as follows:
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Net Income (Loss) $ 91,391  $ 192,931  $ 158,069  $ 436,496 
Add/(Deduct):
Interest expense, net 152,801  121,767  434,148  351,266 
Provision (benefit) for income taxes 9,912  23,934  30,925  52,097 
Depreciation and amortization 198,757  175,077  576,218  536,946 
Acquisition and Integration Costs 9,909  5,554  13,015  38,093 
Restructuring and other transformation 38,861  3,382  121,362  3,382 
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) (4,416) (14,170) (18,982) (66,124)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures
 (17,626) (56,226) 58,559  (48,814)
Stock-based compensation expense 18,313  14,326  53,195  45,923 
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures 2,060  2,859  9,919  5,869 
Adjusted EBITDA $ 499,962  $ 469,434  $ 1,436,428  $ 1,355,134 

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IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
Information as to our revenues by product and service lines by segment for the three and nine months ended September 30, 2023 and 2022 is as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Global RIM Business
Records Management(1)
 $ 926,424  $ 829,357  $ 2,693,046  $ 2,450,903 
Data Management(1)
 128,191  127,226  388,036  385,276 
Information Destruction(1)(2)
 128,037  134,519  387,963  374,290 
Data Center(1)
 —  —  —  — 
Global Data Center Business
Records Management(1)
 $ —  $ —  $ —  $ — 
Data Management(1)
 —  —  —  — 
Information Destruction(1)
 —  —  —  — 
Data Center(1)
 127,535  100,309  357,873  297,384 
Corporate and Other
Records Management(1)
 $ 36,092  $ 35,787  $ 107,849  $ 103,826 
Data Management(1)
 —  —  —  — 
Information Destruction(1)(3)
 41,896  59,747  125,693  212,846 
Data Center(1)
 —  —  —  — 
Total Consolidated
Records Management(1)
 $ 962,516  $ 865,144  $ 2,800,895  $ 2,554,729 
Data Management(1)
 128,191  127,226  388,036  385,276 
Information Destruction(1)(2)(3)
 169,933  194,266  513,656  587,136 
Data Center(1)
 127,535  100,309  357,873  297,384 
(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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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 nine months ended September 30, 2023 and 2022 is as follows (approximately):
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Frankfurt JV Agreements(1)
 $ —  $ 700  $ 1,700  $ 13,500 
MakeSpace Agreement and Clutter Agreement(2)
 —  6,900  13,000  21,300 
(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 nine months ended September 30, 2023 were $38,861 and $121,362, respectively, and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. Restructuring and other transformation costs related to Project Matterhorn were not material for the three and nine months ended September 30, 2022.
Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023, and from the inception of Project Matterhorn through September 30, 2023, is as follows:
  THREE MONTHS ENDED SEPTEMBER 30, 2023 NINE MONTHS ENDED SEPTEMBER 30, 2023 FROM INCEPTION OF PROJECT MATTERHORN
THROUGH SEPTEMBER 30, 2023
Restructuring $ 11,744  $ 39,828  $ 53,120 
Other transformation 27,117  81,534  110,175 
Restructuring and other transformation
 $ 38,861  $ 121,362  $ 163,295 
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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 nine months ended September 30, 2023, and from the inception of Project Matterhorn through September 30, 2023, is as follows:
THREE MONTHS ENDED SEPTEMBER 30, 2023 NINE MONTHS ENDED SEPTEMBER 30, 2023 FROM INCEPTION OF PROJECT MATTERHORN
THROUGH SEPTEMBER 30, 2023
Global RIM Business $ 9,787  $ 34,312  $ 47,395 
Global Data Center Business 4  82  82 
Corporate and Other 1,953  5,434  5,643 
Total restructuring costs $ 11,744  $ 39,828  $ 53,120 
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 nine months ended September 30, 2023, and from the inception of Project Matterhorn through September 30, 2023, is as follows:
THREE MONTHS ENDED SEPTEMBER 30, 2023 NINE MONTHS ENDED SEPTEMBER 30, 2023
FROM INCEPTION OF PROJECT MATTERHORN THROUGH SEPTEMBER 30, 2023
Global RIM Business $ 10,572  $ 19,015  $ 22,916 
Global Data Center Business 580  1,948  2,006 
Corporate and Other 15,965  60,571  85,253 
Total other transformation costs $ 27,117  $ 81,534  $ 110,175 
Accrued restructuring costs and accrued other transformation costs included in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2023 were approximately $6,900 and $11,200, respectively.
12. SUBSEQUENT EVENT
On October 30, 2023, in order to expand our asset lifecycle management operations, we entered into a definitive agreement, subject to customary closing conditions, to acquire RSR Partners, LLC (doing business as Regency Technologies), an information technology asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200,000, with approximately $125,000 to be paid at closing and the remaining amount to be paid in 2025. The agreement also includes potential performance-based contingent consideration, which would be payable in 2027, if earned.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2023 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and nine months ended September 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.
Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.
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Part I. Financial Information
OVERVIEW
The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and nine months ended September 30, 2023 within each section. Trends and changes that are consistent for both the three and nine month periods are not repeated and are discussed on a year to date basis only.
PROJECT MATTERHORN
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). Project Matterhorn investments will focus on transforming our operating model to a global operating model. 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. Restructuring and other transformation costs related to Project Matterhorn were not material for the three and nine months ended September 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 September 30, 2023 and for the three and nine months ended September 30, 2023:
From the Inception of Project Matterhorn through September 30, 2023
bar_projectsummit1.jpg
For the Three Months Ended September 30, 2023
bar_projectsummit2.jpg
For the Nine Months Ended September 30, 2023
bar_projectsummit3.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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GENERAL
RESULTS OF OPERATIONS - KEY TRENDS
•We have experienced steady volume in our Global RIM Business segment, with organic storage rental revenue growth driven primarily by revenue management. We expect organic storage rental revenue growth to benefit from revenue management and volume to be relatively stable in the near term.
•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth for the remainder of 2023 and into 2024 to benefit from our new and existing digital offerings, as well as our traditional services.
•We expect continued total revenue and Adjusted EBITDA growth for the remainder of 2023 and into 2024 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 nine months ended September 30, 2023 consists of the following:

COST OF SALES SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
piechart_costofsales.jpg
piechart_sgaexpenses.jpg
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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 (income) expense, net
•Stock-based compensation expense
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.
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 SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Net Income (Loss) $ 91,391  $ 192,931  $ 158,069  $ 436,496 
Add/(Deduct):
Interest expense, net 152,801  121,767  434,148  351,266 
Provision (benefit) for income taxes 9,912  23,934  30,925  52,097 
Depreciation and amortization 198,757  175,077  576,218  536,946 
Acquisition and Integration Costs(1)
 9,909  5,554  13,015  38,093 
Restructuring and other transformation 38,861  3,382  121,362  3,382 
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) (4,416) (14,170) (18,982) (66,124)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures
 (17,626) (56,226) 58,559  (48,814)
Stock-based compensation expense 18,313  14,326  53,195  45,923 
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures 2,060  2,859  9,919  5,869 
Adjusted EBITDA $ 499,962  $ 469,434  $ 1,436,428  $ 1,355,134 
(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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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 (income) expense, 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 SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated
 $ 0.31  $ 0.66  $ 0.53  $ 1.49 
Add/(Deduct):
Acquisition and Integration Costs 0.03  0.02  0.04  0.13 
Restructuring and other transformation 0.13  0.01  0.41  0.01 
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) (0.02) (0.05) (0.06) (0.22)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures
 (0.06) (0.19) 0.20  (0.17)
Stock-based compensation expense 0.06  0.05  0.18  0.16 
Non-cash amortization related to derivative instruments 0.02  —  0.06  — 
Tax impact of reconciling items and discrete tax items(1)
 (0.03) (0.01) (0.09) (0.09)
Income (Loss) Attributable to Noncontrolling Interests —  —  0.01  0.01 
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)
 $ 0.45  $ 0.48  $ 1.28  $ 1.34 
(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and nine months ended September 30, 2023 and 2022 are 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 nine months ended September 30, 2023 and 2022 was 13.3% 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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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 (income) expense, 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 SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023 2022 2023 2022
Net Income (Loss) $ 91,391  $ 192,931  $ 158,069  $ 436,496 
Add/(Deduct):
Real estate depreciation 80,430  74,652  238,117  228,993 
Loss (gain) on sale of real estate, net of tax 750  (15,666) (16,849) (64,430)
Data center lease-based intangible assets amortization 7,482  3,687  18,518  11,850 
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures 679  —  1,373  — 
FFO (Nareit) 180,732  255,604  399,228  612,909 
Add/(Deduct):
Acquisition and Integration Costs 9,909  5,554  13,015  38,093 
Restructuring and other transformation 38,861  3,382  121,362  3,382 
(Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate) (5,116) 2,616  (1,983) (573)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
 (17,626) (56,226) 58,559  (48,814)
Stock-based compensation expense 18,313  14,326  53,195  45,923 
Non-cash amortization related to derivative instruments 5,270  —  16,921  — 
Real estate financing lease depreciation 3,001  3,020  8,997  10,227 
Tax impact of reconciling items and discrete tax items(2)
 (10,220) (5,184) (26,825) (26,090)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures (44) 223  (319) 577 
FFO (Normalized) $ 223,080  $ 223,315  $ 642,150  $ 635,634 
(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 (income) expense, net.
(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes 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 $(7.2) million and $(12.7) million for the three and nine months ended September 30, 2023, respectively, and $(1.2) million and $(11.4) million for the three and nine months ended September 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 NINE MONTHS ENDED SEPTEMBER 30, 2023 TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (IN THOUSANDS):
THREE MONTHS ENDED SEPTEMBER 30, DOLLAR
CHANGE		 PERCENTAGE
CHANGE
2023 2022
Revenues $ 1,388,175 $ 1,286,945 $ 101,230  7.9  %
Operating Expenses 1,150,342 1,001,183 149,159  14.9  %
Operating Income 237,833 285,762 (47,929) (16.8) %
Other Expenses, Net 146,442 92,831 53,611  57.8  %
Net Income (Loss) 91,391 192,931 (101,540) (52.6) %
Net Income (Loss) Attributable to Noncontrolling Interests 348 767 (419) (54.6) %
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 91,043 $ 192,164 $ (101,121) (52.6) %
Adjusted EBITDA(1)
 $ 499,962 $ 469,434 $ 30,528  6.5  %
Adjusted EBITDA Margin(1)
 36.0  % 36.5  %
NINE MONTHS ENDED SEPTEMBER 30, DOLLAR
CHANGE		 PERCENTAGE
CHANGE
2023 2022
Revenues $ 4,060,460 $ 3,824,525 $ 235,935  6.2  %
Operating Expenses 3,369,439 3,022,852 346,587  11.5  %
Operating Income 691,021 801,673 (110,652) (13.8) %
Other Expenses, Net 532,952 365,177 167,775  45.9  %
Net Income (Loss) 158,069 436,496 (278,427) (63.8) %
Net Income (Loss) Attributable to Noncontrolling Interests 2,317 1,952 365  18.7  %
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 155,752 $ 434,544 $ (278,792) (64.2) %
Adjusted EBITDA(1)
 $ 1,436,428 $ 1,355,134 $ 81,294  6.0  %
Adjusted EBITDA Margin(1)
 35.4  % 35.4  %
(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
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REVENUES
Total revenues consist of the following (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
2023 2022 DOLLAR
CHANGE		 ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
 IMPACT OF
ACQUISITIONS
Storage Rental $ 858,656  $ 760,370  $ 98,286  12.9  % 11.6  % 9.7  % 1.9  %
Service 529,519  526,575  2,944  0.6  % (0.1) % (0.6) % 0.5  %
Total Revenues $ 1,388,175  $ 1,286,945  $ 101,230  7.9  % 6.8  % 5.5  % 1.3  %
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
2023 2022 DOLLAR
CHANGE		 ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
 IMPACT OF
ACQUISITIONS
Storage Rental $ 2,499,501  $ 2,264,566  $ 234,935  10.4  % 10.9  % 10.5  % 0.4  %
Service 1,560,959  1,559,959  1,000  0.1  % 0.7  % 0.1  % 0.6  %
Total Revenues $ 4,060,460  $ 3,824,525  $ 235,935  6.2  % 6.8  % 6.3  % 0.5  %
(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 nine months ended September 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 nine months ended September 30, 2023 by 0.6% compared to the prior year period.
STORAGE RENTAL REVENUE AND SERVICE REVENUE
Primary factors influencing the change in reported storage rental revenue and reported service revenue for the nine months ended September 30, 2023 compared to the nine months ended September 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; and
•a decrease of $10.8 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 $10.0 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 SEPTEMBER 30, PERCENTAGE
CHANGE		 % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2023 2022 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2023 2022
Labor $ 224,623  $ 199,738  $ 24,885  12.5  % 11.1  % 16.2  % 15.5  % 0.7  %
Facilities 259,633  225,233  34,400  15.3  % 13.5  % 18.7  % 17.5  % 1.2  %
Transportation 39,146  40,835  (1,689) (4.1) % (4.5) % 2.8  % 3.2  % (0.4) %
Product Cost of Sales and Others 68,799  80,235  (11,436) (14.3) % (14.4) % 5.0  % 6.2  % (1.2) %
Total Cost of sales $ 592,201  $ 546,041  $ 46,160  8.5  % 7.3  % 42.7  % 42.4  % 0.3  %
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE
CHANGE		 % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2023 2022 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2023 2022
Labor $ 668,552  $ 604,698  $ 63,854  10.6  % 11.2  % 16.5  % 15.8  % 0.7  %
Facilities 755,858  657,347  98,511  15.0  % 15.6  % 18.6  % 17.2  % 1.4  %
Transportation 120,268  118,494  1,774  1.5  % 2.5  % 3.0  % 3.1  % (0.1) %
Product Cost of Sales and Others 211,793  268,600  (56,807) (21.1) % (20.6) % 5.2  % 7.0  % (1.8) %
Total Cost of sales $ 1,756,471  $ 1,649,139  $ 107,332  6.5  % 7.1  % 43.3  % 43.1  % 0.2  %
Primary factors influencing the change in reported Cost of sales for the nine months ended September 30, 2023 compared to the nine months ended September 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 nine months of 2023, as well as increases in utilities 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 $9.7 million due to foreign currency exchange rate fluctuations.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consists of the following expenses (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2023 2022 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2023 2022
General, Administrative and Other $ 225,058  $ 208,620  $ 16,438  7.9  % 7.1  % 16.2  % 16.2  % —  %
Sales, Marketing and Account Management 89,972  76,679  13,293  17.3  % 15.7  % 6.5  % 6.0  % 0.5  %
Total Selling, general and administrative expenses $ 315,030  $ 285,299  $ 29,731  10.4  % 9.4  % 22.7  % 22.2  % 0.5  %
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2023 2022 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2023 2022
General, Administrative and Other $ 650,046  $ 635,827  $ 14,219  2.2  % 2.8  % 16.0  % 16.6  % (0.6) %
Sales, Marketing and Account Management 271,309  225,589  45,720  20.3  % 20.7  % 6.7  % 5.9  % 0.8  %
Total Selling, general and administrative expenses $ 921,355  $ 861,416  $ 59,939  7.0  % 7.5  % 22.7  % 22.5  % 0.2  %
Primary factors influencing the change in reported Selling, general and administrative expenses for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 include the following:
•an increase in general, administrative and other expenses, primarily driven by recent acquisitions;
•an increase in sales, marketing and account management expenses, driven by higher compensation expense, primarily reflecting increased headcount; and
•a decrease of $4.1 million due to foreign currency exchange rate fluctuations.
DEPRECIATION AND AMORTIZATION
Depreciation expense increased by $36.7 million, or 10.5%, for the nine months ended September 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 increased by $2.6 million, or 1.4%, for the nine months ended September 30, 2023 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the nine months ended September 30, 2023 and 2022 were approximately $13.0 million and $38.1 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the nine months ended September 30, 2023 were $121.4 million and related to operating expenses associated with the implementation of Project Matterhorn. Restructuring and other transformation costs related to Project Matterhorn were not material for the nine months ended September 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 nine months ended September 30, 2023 was approximately $19.0 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 nine months ended September 30, 2022 was approximately $66.1 million.
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OTHER EXPENSES, NET
INTEREST EXPENSE, NET
Interest expense, net increased by $82.8 million to $434.1 million in the nine months ended September 30, 2023 from $351.3 million in the prior year period. The increase is primarily due to higher average debt outstanding during the nine months ended September 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 5.5% and 4.9% at September 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 (INCOME) EXPENSE, NET
Other (income) expense, net for the three and nine months ended September 30, 2023 and 2022 consists of the following (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, DOLLAR
CHANGE		 NINE MONTHS ENDED
SEPTEMBER 30,		 DOLLAR CHANGE
DESCRIPTION 2023 2022 2023 2022
Foreign currency transaction (gains) losses, net(1)
 $ (29,310) $ (58,519) $ 29,209  $ 177  $ (126,759) $ 126,936 
Debt extinguishment expense —  —  —  —  671  (671)
Other, net(2)
 13,039  5,649  7,390  67,702  87,902  (20,200)
Other (Income) Expense, Net $ (16,271) $ (52,870) $ 36,599  $ 67,879  $ (38,186) $ 106,065 
(1)The gains for the three months ended September 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 nine months ended September 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 nine months ended September 30, 2023 and 2022 are as follows:
  THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2023(1)
 2022
2023(1)
 2022
Effective Tax Rate 9.8  % 11.0  % 16.4  % 10.7  %
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2023 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other (income) expense, net during the period, for which there was no tax impact.
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NET INCOME (LOSS) AND ADJUSTED EBITDA
The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, DOLLAR
CHANGE		 PERCENTAGE CHANGE
2023 2022
Net Income (Loss) $ 91,391  $ 192,931  $ (101,540) (52.6) %
Net Income (Loss) as a percentage of Revenue 6.6  % 15.0  %
Adjusted EBITDA $ 499,962  $ 469,434  $ 30,528  6.5  %
Adjusted EBITDA Margin 36.0  % 36.5  %
NINE MONTHS ENDED SEPTEMBER 30, DOLLAR
CHANGE		 PERCENTAGE CHANGE
2023 2022
Net Income (Loss) $ 158,069  $ 436,496  $ (278,427) (63.8) %
Net Income (Loss) as a percentage of Revenue 3.9  % 11.4  %
Adjusted EBITDA $ 1,436,428  $ 1,355,134  $ 81,294  6.0  %
Adjusted EBITDA Margin 35.4  % 35.4  %
Adjusted EBITDA Margin for the nine months ended September 30, 2023 was consistent with the same prior year period driven by improved service revenue trends, revenue management and ongoing cost containment measures, offset by lower Adjusted EBITDA Margin in our asset lifecycle management business.
↑ INCREASED BY
$81.3 MILLION OR 6.0%
Adjusted EBITDA
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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 SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 719,560 $ 650,141 $ 69,419  10.7  % 9.5  % 7.9  % 1.6  %
Service 463,092 440,961 22,131  5.0  % 4.3  % 4.0  % 0.3  %
Segment Revenue $ 1,182,652 $ 1,091,102 $ 91,550  8.4  % 7.4  % 6.3  % 1.1  %
Segment Adjusted EBITDA $ 516,548 $ 483,862 $ 32,686 
Segment Adjusted EBITDA Margin 43.7  % 44.3  %
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 2,111,240 $ 1,949,999 $ 161,241  8.3  % 9.0  % 8.8  % 0.2  %
Service 1,357,805 1,260,470 97,335  7.7  % 8.5  % 9.1  % (0.6) %
Segment Revenue $ 3,469,045 $ 3,210,469 $ 258,576  8.1  % 8.8  % 8.9  % (0.1) %
Segment Adjusted EBITDA $ 1,493,394 $ 1,402,025 $ 91,369 
Segment Adjusted EBITDA Margin 43.0  % 43.7  %
NINE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)
Storage Rental
Revenue		 Service
Revenue		 Segment
Revenue		 Segment Adjusted
EBITDA
309310
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the nine months ended September 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 $21.8 million due to foreign currency exchange rate fluctuations; and
•a 70 basis point decrease in Adjusted EBITDA Margin primarily driven by an increase in compensation and other employee-related costs and higher facilities costs, partially offset by revenue management.
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GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 123,655 $ 96,328 $ 27,327  28.4  % 25.8  % 21.7  % 4.1  %
Service 3,880 3,981 (101) (2.5) % (5.6) % (5.9) % 0.3  %
Segment Revenue $ 127,535 $ 100,309 $ 27,226  27.1  % 24.5  % 20.6  % 3.9  %
Segment Adjusted EBITDA $ 53,216 $ 42,660 $ 10,556 
Segment Adjusted EBITDA Margin 41.7  % 42.5  %
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 342,080 $ 273,547 $ 68,533  25.1  % 24.4  % 22.5  % 1.9  %
Service 15,793 23,837 (8,044) (33.7) % (34.2) % (34.0) % (0.2) %
Segment Revenue $ 357,873 $ 297,384 $ 60,489  20.3  % 19.7  % 18.0  % 1.7  %
Segment Adjusted EBITDA $ 157,660 $ 126,944 $ 30,716 
Segment Adjusted EBITDA Margin 44.1  % 42.7  %

NINE 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 nine months ended September 30, 2023 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first nine months of 2023 and in prior periods, improved pricing and higher pass-through power costs, partially offset by churn of approximately 390 basis points;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 140 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 SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 15,441 $ 13,900 $ 1,541  11.1  % 9.8  % 6.2  % 3.6  %
Service 62,547 81,634 (19,087) (23.4) % (23.9) % (25.1) % 1.2  %
Revenue $ 77,988 $ 95,534 $ (17,546) (18.4) % (19.0) % (20.5) % 1.5  %
Adjusted EBITDA $ (69,802) $ (57,088) $ (12,714)  
NINE MONTHS ENDED SEPTEMBER 30, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2023 2022
Storage Rental $ 46,181 $ 41,019 $ 5,162  12.6  % 12.6  % 8.7  % 3.9  %
Service 187,361 275,653 (88,292) (32.0) % (31.9) % (37.2) % 5.3  %
Revenue $ 233,542 $ 316,672 $ (83,130) (26.3) % (26.1) % (31.3) % 5.2  %
Adjusted EBITDA $ (214,626) $ (173,835) $ (40,791)  
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other for the nine months ended September 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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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 nine months ended September 30, 2023 were approximately $38.9 million and $121.4 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 September 30, 2023 were approximately $163.3 million. Restructuring and other transformation costs related to Project Matterhorn were not material for the for the three and nine months ended September 30, 2022.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the nine months ended September 30,
2023 2022
Cash Flows from Operating Activities $ 666,374  $ 560,355 
Cash Flows from Investing Activities (1,035,083) (1,303,760)
Cash Flows from Financing Activities 403,872  658,447 
Cash and Cash Equivalents, End of Period 170,502  155,223 
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended September 30, 2023, net cash flows provided by operating activities increased by $106.0 million compared to the prior year period, primarily due to an increase in cash from working capital of $151.3 million, driven by the timing of accounts receivable collections, partially offset by a decrease in net income (excluding non-cash charges) of $45.3 million.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the nine months ended September 30, 2023 included cash paid for capital expenditures of $962.3 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 nine months ended September 30, 2023 included:
•Net proceeds of approximately $990.0 million associated with the issuance of the 7% Notes due 2029 (as defined below).
•Payment of dividends in the amount of $547.7 million on our common stock.

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CAPITAL EXPENDITURES
The following table presents our capital spend for the nine months ended September 30, 2023 and 2022, organized by the type of the spending as described in our Annual Report (in thousands):
  NINE MONTHS ENDED SEPTEMBER 30,
NATURE OF CAPITAL SPEND 2023 2022
Growth Investment Capital Expenditures:
Data Center $ 653,968  $ 396,015 
Real Estate 136,174  114,374 
Innovation and Other 57,332  30,808 
Total Growth Investment Capital Expenditures 847,474  541,197 
Recurring Capital Expenditures:
Real Estate $ 34,579  $ 44,294 
Non-Real Estate 48,962  52,442 
Data Center 11,949  9,420 
Total Recurring Capital Expenditures 95,490  106,156 
Total Capital Spend (on accrual basis) $ 942,964  $ 647,353 
Net increase (decrease) in prepaid capital expenditures 23,337  (960)
Net (increase) decrease in accrued capital expenditures (4,007) (49,592)
Total Capital Spend (on cash basis) $ 962,294  $ 596,801 
    
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,300.0 million for the year ending December 31, 2023. Of this, we expect our capital expenditures for growth investment to be approximately $1,160.0 million and our recurring capital expenditures to be approximately $140.0 million.
DIVIDENDS
See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first nine months of 2023 and fiscal year 2022.
On November 2, 2023, we declared a dividend to our stockholders of record as of December 15, 2023 of $0.65 per share, payable on January 4, 2024.
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FINANCIAL INSTRUMENTS AND DEBT
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of September 30, 2023 are related to cash and cash equivalents held in money market funds and time deposits. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.
Long-term debt as of September 30, 2023 is as follows (in thousands):
  SEPTEMBER 30, 2023
  DEBT (INCLUSIVE OF DISCOUNT) UNAMORTIZED DEFERRED FINANCING COSTS CARRYING AMOUNT
Revolving Credit Facility(1)
 $ 1,049,500  $ (4,976) $ 1,044,524 
Term Loan A(1)
 231,250  —  231,250 
Term Loan B(1)(2)
 660,992  (2,810) 658,182 
Virginia 3 Term Loans 26,134  (3,915) 22,219 
Australian Dollar Term Loan 187,853  (491) 187,362 
UK Bilateral Revolving Credit Facility 170,858  —  170,858 
37/8% GBP Senior Notes due 2025 (the "GBP Notes")
 488,166  (1,920) 486,246 
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")
 1,000,000  (5,688) 994,312 
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")
 825,000  (5,314) 819,686 
5% Senior Notes due 2028 (the "5% Notes due 2028") 500,000  (3,497) 496,503 
7% Senior Notes due 2029 (the "7% Notes due 2029") 1,000,000  (11,253) 988,747 
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")
 1,000,000  (8,679) 991,321 
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")
 1,300,000  (10,279) 1,289,721 
41/2% Senior Notes due 2031 (the "41/2% Notes")
 1,100,000  (9,228) 1,090,772 
5% Senior Notes due 2032 (the "5% Notes due 2032") 750,000  (11,532) 738,468 
55/8% Senior Notes due 2032 (the "55/8% Notes")
 600,000  (5,130) 594,870 
Real Estate Mortgages, Financing Lease Liabilities and Other 502,787  (443) 502,344 
Accounts Receivable Securitization Program 349,200  (372) 348,828 
Total Long-term Debt 11,741,740  (85,527) 11,656,213 
Less Current Portion (107,984) —  (107,984)
Long-term Debt, Net of Current Portion $ 11,633,756  $ (85,527) $ 11,548,229 
(1)Collectively, the “Credit Agreement”.
(2)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. All other terms remain the same as what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
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.
VIRGINIA 3 CREDIT AGREEMENT
On August 31, 2023, Iron Mountain Data Centers Virginia 3, LLC, a wholly owned subsidiary of Iron Mountain Incorporated ("IMI"), entered into a credit agreement (the "Virginia 3 Credit Agreement") in order to partially fund the construction of a data center facility in Virginia. The Virginia 3 Credit Agreement consists of a term loan and a letter of credit facility. We have the option to borrow, in the form of term loans, an aggregate outstanding amount not to exceed $275.0 million (the "Virginia 3 Term Loans"). The Virginia 3 Credit Agreement requires the payment of a commitment fee on any unused commitments at a rate of 0.75%. The Virginia 3 Term Loans bear interest at Secured Overnight Financing Rate (“SOFR”) plus 2.50%. The Virginia 3 Credit Agreement is scheduled to mature on August 31, 2026, at which point all obligations will become due. We have two one-year options that allow us to extend the maturity date beyond August 31, 2026, subject to the conditions specified in the Virginia 3 Credit Agreement. As of September 30, 2023, we have $26.1 million in outstanding borrowings in Virginia 3 Term Loans.
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MAY 2023 OFFERING
On May 15, 2023, IMI completed a private offering of (in thousands):
SERIES OF NOTES AGGREGATE PRINCIPAL AMOUNT MATURITY DATE INTEREST PAYMENT DUE
PAR CALL DATE(1)
7% Notes due 2029
 $ 1,000,000  February 15, 2029 February 15 and August 15 August 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 (as defined in Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).
UK BILATERAL REVOLVING CREDIT FACILITY
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140.0 million British pounds sterling, which was fully drawn as of September 30, 2023. We have the option to request additional commitments of up to 125.0 million British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility.
On September 19, 2023, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2024 to September 24, 2025. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
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 September 30, 2023, we had outstanding letters of credit totaling $38.4 million, of which $4.5 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2023 and July 2025.
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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 September 30, 2023 are as follows:
  SEPTEMBER 30, 2023 MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio 5.1  Maximum allowable of 7.0
Fixed charge coverage ratio 2.3  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 September 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.
DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month SOFR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our 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.
In April 2023, in anticipation of the discontinuance of the LIBOR reference rate on June 30, 2023, we terminated interest rate swap agreements with notional amounts totaling $350.0 million that were indexed to the one-month LIBOR benchmark rate. 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 termination date through March 2024, the original maturity date of these interest rate swap agreements.
As of September 30, 2023 and December 31, 2022, we have approximately $438.0 million and $354.8 million, respectively, in notional value outstanding on our interest rate swap agreements, with maturity dates ranging from October 2025 through February 2026.
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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 September 30, 2023 and December 31, 2022, we have approximately $509.2 million and $469.2 million, respectively, in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2024 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
WEB WERKS
On July 7, 2023, we made our final contractual investment in the Web Werks JV (as defined below) 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) (the "Web Werks Transaction"). As a result of the Web Werks Transaction, our interest in the Web Werks JV increased to 63.39%, we assumed control of its board of directors and the financial results of the Web Werks JV are now consolidated within our Global Data Center Business segment. We recognized noncontrolling interests of approximately $78.6 million based upon the fair value attributable to these interests at the time of the Web Werks Transaction, of which approximately $18.1 million of the noncontrolling interests were determined to be a current liability and included as a component of Accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheet.
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 $60.6 million (the “Clutter Acquisition”). The financial results of the Clutter JV are now consolidated within our Global RIM Business segment. In October 2023, we sold 15% of the equity interests in Clutter to certain former stakeholders of the Clutter JV for total consideration of $7.5 million.
REGENCY TECHNOLOGIES
On October 30, 2023, in order to expand our asset lifecycle management operations, we entered into a definitive agreement, subject to customary closing conditions, to acquire RSR Partners, LLC (doing business as Regency Technologies), an IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200.0 million, with approximately $125.0 million to be paid at closing and the remaining amount to be paid in 2025. The agreement also includes potential performance-based contingent consideration, which would be payable in 2027, if earned.
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 (income) expense, 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 $38.0 million to Other, net, a component of Other (income) expense, net, during the second quarter of 2023.
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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. In July 2023, we made our final contractual investment in the Web Werks JV.
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 September 30, 2023 and December 31, 2022 are as follows (in thousands):
SEPTEMBER 30, 2023 DECEMBER 31, 2022
CARRYING VALUE EQUITY INTEREST CARRYING VALUE EQUITY INTEREST
Web Werks JV
 $ —  —  % $ 98,278  53.58  %
Joint venture with AGC Equity Partners
 58,154  20.00  % 37,194  20.00  %
Clutter JV —  —  % 54,172  26.73  %
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ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As of September 30, 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.
During the three months ended September 30, 2023, we implemented a new version of our Enterprise Resource Planning system in certain markets as a part of an ongoing system upgrade. We took the necessary steps to monitor and maintain appropriate internal control over financial reporting during this upgrade. We also conducted evaluations prior to and after the implementation of the new system and confirmed that our internal control over financial reporting remains effective.
Except as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the three months ended September 30, 2023, nor did we repurchase any shares of our common stock during the three months ended September 30, 2023.
ITEM 5. OTHER INFORMATION
On August 18, 2023, Mr. William Meaney, our President and Chief Executive Officer, adopted a 10b5-1 trading plan to exercise options to purchase up to 829,506 shares of our common stock and sell up to 995,099 shares of our common stock between January 2, 2025 and December 31, 2025.
On September 21, 2023, Mr. Mark Kidd, our Executive Vice President and General Manager, Data Center & Asset Lifecycle Management, adopted a 10b5-1 trading plan to exercise options to purchase up to 5,834 shares of our common stock and sell up to 45,834 shares of our common stock between January 2, 2024 and February 7, 2025.
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
31.1
31.2
32.1
32.2
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
By: /s/ DANIEL BORGES
Daniel Borges
 Senior Vice President, Chief Accounting Officer
Dated: November 2, 2023
IRON MOUNTAIN SEPTEMBER 30, 2023 FORM 10-Q
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EX-31.1 2 irm20230930-ex311.htm EX-31.1 Document

EXHIBIT 31.1

CERTIFICATIONS

I, William L. Meaney, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated; 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 2, 2023
/s/ WILLIAM L. MEANEY
    William L. Meaney
President and Chief Executive Officer


EX-31.2 3 irm20230930-ex312.htm EX-31.2 Document

EXHIBIT 31.2

CERTIFICATIONS

I, Barry A. Hytinen, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 2, 2023
/s/ BARRY A. HYTINEN
    Barry A. Hytinen
Executive Vice President and Chief Financial Officer

EX-32.1 4 irm20230930-ex321.htm EX-32.1 Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    In connection with the filing of the quarterly report on Form 10-Q for the quarter ended September 30, 2023 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the President and Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.    the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 2, 2023
/s/ WILLIAM L. MEANEY
William L. Meaney
President and Chief Executive Officer

EX-32.2 5 irm20230930-ex322.htm EX-32.2 Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    In connection with the filing of the quarterly report on Form 10-Q for the quarter ended September 30, 2023 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the Executive Vice President and Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.    the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 2, 2023
/s/ BARRY A. HYTINEN
Barry A. Hytinen
Executive Vice President and Chief Financial Officer