iii

ITEM 1. Business.BUSINESS.

We store records, primarily physical records and data backup media, provide colocation and wholesale data center space, and provide information management and data center solutions that help organizations around the world protect their information, lowerreduce storage rental costs, comply with regulations, facilitate corporate disaster recovery and better use their information and information technology ("IT")IT infrastructure for business advantages, regardless of its format, location or life cycle stage. We do this by storing physical records and data backup media, offering information management solutions and providing data center space for enterprise-class colocation and hyperscale deployments. We offer comprehensive records and information management services and data management services, along with the expertise and experience to address complex storage and information management challenges such as rising storage rental costs, legal and increased litigation, regulatory compliance and disaster recovery requirements. We provide secure and reliable data center facilities to protect digital information and ensure the continued operation of our customers’ IT infrastructures,infrastructure, with securereliable and reliable colocationflexible deployment options. Our asset lifecycle management ("ALM") business allows us to provide end-to-end asset lifecycle services for hyperscale, corporate data center and wholesale options. corporate end-user device assets.

Founded in an underground facility near Hudson, New York in 1951, Iron Mountain Incorporated, a Delaware corporation ("IMI"), has more than 225,000 customers in a variety of industries in 5360 countries around the world, as of December 31, 2017.2023. We currently serve customers across an array of market verticals - commercial, legal, financial, healthcare, insurance, life sciences, energy, business services, entertainment and government organizations, including approximately 95%more than 90% of the Fortune 1000. As of December 31, 2017,2023, we employed more than 24,000approximately 27,000 people.

We have been organized and have operated as a REIT beginning with our taxable year ended December 31, 2014.

Our financial modelcompany has been a market leader in the physical ecosystem supporting information storage and retrieval, as most businesses have relied on paper documents or computer tapes to store their valuable information. Over time, customers are increasing their digital information, with the new information storage ecosystem being a hybrid of physical and digital media. We are a different company to the one we have been in our past. The strategic journey we are on is baseddriving this change and our focus remains on the recurring nature of our storage rental revenues and resulting storage net operating income. Supported by consistent and predictable storage rental revenues, we generate durable, low-volatility growth.

In September 2022, we announced a global basis for a number of reasons, including: (1) regulatory requirements; (2) requirementsprogram designed to support current and possible future litigation and the resulting increases in volume and holding periods of records; (3) the continued growth in data as a result of enhanced data processing technologies; (4) inexpensive document producing technologies; (5) the high cost of reviewing records and deciding whether to retain or destroy them; (6) the failure of many entities to adopt or follow policies on records destruction; (7) the need to keep backup copies of certain records in off-site locations for business continuity purposes in the event of disaster; and (8) the opportunity for companies to monetize the value that may reside in stored data and information for new commercial purposes.

The Global Records and Information Management Business

The Global Data Center Business segment provides records and information management services, including Records Management, Data Protection & Recovery and Information Governance and Digital Solutions throughout Austria, Belgium, France, Germany, Ireland, the Netherlands, Spain, Switzerland and the United Kingdom (consisting of our operations in England, Northern Ireland and Scotland), as well as Information Governance and Digital Solutions in Sweden (the remainder of our business in Sweden is included in the Other International Business segment described below).

Corporate and Other Businessconsists primarily of our Fine Arts and ALM businesses and other corporate items ("Corporate and Other").

Corporate and Other Business segment primarily consists of the storage, safeguarding and electronic or physical delivery of physical media of all types and digital content repository systems to house, distribute, and archive key media assets, primarily for entertainment and media industry clients (“Entertainment Services”), throughout the United States, Canada, France, Hong Kong, the Netherlands and the United Kingdom, as well as our fine art storage businesses and consumer storage businesses in the United States. These businesses represent the primary product offerings of our Adjacent Businesses operating segment. Additionally, our Corporate and Other Business segmentalso includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole. These costs are primarily related to the general management

Our business fundamentals are based onhas the recurring naturefollowing attributes:

A customer is allocated a certain amount of storage space inIn addition, our storage facilities but is not allocated a dedicated building or space in a particular building. In practice, we can, and sometimes will, for a variety of reasons, move records from one facility and into another facility. In order to track net move-in and move-out activity of customer materials, as well as to assess the optimization of our real estate portfolio, we regularly assess the utilization of our overall real estate portfolio. On a per building basis, we compare the amount of racking that is being used to store customer materials to the capacity of the entire building assuming it was fully racked ("Total Building Utilization"). Additionally, we compare the amount of racking that is being used to store customer materials to the capacity of the racking that has been installed ("Total Racking Utilization").

We compete with our current and potential customers' internal storage and information management services capabilities. We compete with numerousthousands of storage and information management services providers in every geographic area where we operate. The physicalaround the world, as well as storage and information management services industry is highly competitivemanaged and includes thousands of competitors in North America and around the world.operated internally by organizations. We believe that competition for records and information customers is based on price, reputation and reliability, quality and security of storage, quality of service and scope and scale of technology, andtechnology. While the majority of our competitors operate in only one market or region, we believe we generally competeprovide a differentiated global offering that competes effectively in these areas.

We also compete with numerous data center developers, owners and operators, many of whom own properties similar to ours in some of the same metropolitan areas where our facilities are located. We believe that competition for data center customers is based on availableavailability of power, security considerations, location, connectivity and rental rates, and we generally believe we generally compete effectively in each of these areas. Additionally, we believe our strong brand, global footprint and excellent commercial relationships enable us to compete successfully and provide significant cross-sell opportunities with our existing customer base.

As of December 31, 2017,2023, we employed more than 8,400approximately 10,500 employees in the United States and more than 15,600approximately 16,500 employees outside of the United States. AtAs of December 31, 2017,2023, approximately 700400 employees were represented by unions in North America (in California, Illinois, Georgia, New Jersey and Pennsylvania and three provinces in Canada) and approximately 3,600725 employees were represented by unions in Latin America (in Argentina, Brazil and Chile).

We provide our employees with benefits that are designed to support their overall physical, financial, emotional and social well-being. These benefits vary by location but generally eligibleinclude health and welfare benefits, paid time off, and programs to participate in our benefit programs, which include medical, dental, life, short and long-term disability, retirement/401(k) and accidental death and dismemberment plans.support financial security. Additionally, employees are able to access emotional well-being resources through global employee assistance programs. Certain unionized employees in California receive these types of benefits through their unions and are not eligible to participate in our benefit programs. In addition to base compensation and other usual benefits, a significant portion of full-time employees participate in some form of incentive-based compensation program that provides payments based on revenues, profits or attainment of specifiedspecific objectives for the unit in which they work. All union

We are currently under renewed labor agreements or operating under an extension agreement.committed to integrating responsible and sustainable practices throughout our organization to help our operations have a positive impact on the environment and the communities in which we operate. We aim to give back to the communities where we live and work, and believe that this commitment helps in our efforts to attract and retain employees. We offer philanthropic support to our global community through our Living Legacy Initiative, which is our commitment to help preserve and make accessible cultural and historical information and artifacts. We encourage volunteerism in the communities in which we live and work through our Moving Mountains volunteer program, offering paid time off for employees to help community-based and civic-minded organizations.

For strategic risk transfer purposes, we maintain a comprehensive insurance program with insurers that we believe to be reputable and thatwhich have adequate capitalization in amounts that we believe to be appropriate. Property insurance is purchased on a comprehensive basis, including flood and earthquake (including excess coverage), subject to certain policy conditions, sublimits and deductibles. Property is insured based upon the replacement cost of real and personal property, including leasehold improvements, business income loss and extra expense. Other types of insurance that we carry, which are also subject to certain policy conditions, sublimits and deductibles, include medical, workers'workers’ compensation, general liability, umbrella, automobile, professional, cyber, warehouse legal liability and directors'directors’ and officers'officers’ liability policies.

We are required to comply with numerous laws and regulations covering a wide variety of subject matters which may have a material effect on our liability for damages regarding the loss or destruction of, or damage to, records or information stored with us. Our liability for physical storage is often limited to a nominal fixed amount per item or unit of storage, such as per cubic foot,capital expenditures, earnings and our liability for data center, Information Governance and Digital Solutions, Destruction and other services unrelated to records stored with us is often limited to a percentage of annual revenue under the contract; however,competitive position.

For example, some of our contracts with large volume accounts and some of the contracts assumed in our acquisitions contain no such limits or higher limits. We can provide no assurance that our limitation of liability provisions will be enforceable in all instances or, if enforceable, that they would otherwise protect us from liability. In addition to provisions limiting our liability, our customer contracts generally include a schedule setting forth the majority of the customer-specific terms, including storage rental and service pricing and service delivery terms. Our customers may dispute the interpretation of various provisions in their contracts. In the past, we have had relatively few disputes with our customers regarding the terms of their customer contracts, and most disputes to date have not been material, but we can provide no assurance that we will not have material disputes in the future. Moreover, as a larger percentage of our growth is driven by acquisitions and customer contracts assumed in acquisitions make up a commensurately larger percentage of our customer contracts, our exposure to contracts with higher or no limitations of liability and disputes with customers over the interpretation of their contracts may increase. Although we maintain a comprehensive insurance program, we can provide no assurance that we will be able to maintain insurance policies on acceptable terms in order to cover losses to us in connection with customer contract disputes.

We transfer a portion of our risk of financial loss due to currently undetected environmental matters by purchasing an environmental impairment liability insurance policy, which covers all owned and leased locations. Coverage is provided for both liability and remediation costs.

We face many risks. If any of the events or circumstances described below actually occur, we and our businesses, financial condition or results of operations could suffer, and the trading price of our debt or equity securities could decline. Our current and potential investors should consider the following risks and the information contained under the heading "Cautionary Note Regarding Forward-Looking Statements" before deciding to invest in our securities.

We derive most of oursubstantial revenues from rental fees for the storage of physical records and computer backup tapesmedia and from storage related services. Alternative storage technologies exist, many of which require significantly less space than physical records and tapes, and as alternative technologies are adopted,Storage volume and/or demand for our traditional storage related services may decline as our customers adopt alternative storage technologies or as retention requirements evolve, which may require significantly less space than traditional physical records and tape storage. While volumes in our Global RIM Business segment were relatively steady in 2023 and we expect them to remain relatively consistent in the paper documents or tapesnear term, we store become less active and more archival. We can provide no assurance that our customers will continue to store most or a portion of their records as paper documents or as tapes, or that the paper documents or tapes they do store with us will require our storage related services at the same levels as they have in the past. A significant shift by our customers to storage of data through non-paper or tape-basednon-tape-based technologies, whether now existing or developed in the future, could adversely affect our businesses.

We and adversely impact our results of operations. In addition, if we failcustomers are subject to protect our own information, including information about our employees, we could experience significant costs and expenses as well as damage to our reputation.

We have experienced incidentsan established privacy compliance framework and devote substantial resources, and may in which customers' backup tapes or other records have been lost, and we have been informed by customers that some of the incidents involved the loss of personal information, resulting in monetary costs to those customers for which we have provided reimbursement. As a result of legislative initiatives and client demands, we mayfuture have to modifydevote significant additional resources, to facilitate compliance with global laws and regulations, our customers’ data privacy, data residency and security demands, and to investigate, defend or remedy actual or alleged violations or breaches. Any failure by us to comply with, or remedy any violations or breaches of, laws and regulations or customer requirements could negatively impact our operations, withresult in the goalimposition of further improvingfines and penalties, contractual liability and litigation, significant costs and expenses and reputational harm.

Expansion into Digital and ALM services means that our privacy and security risk profile is increasing. In particular, we are hosting increasing volumes of customer digital data, security. Any such modificationsincluding sensitive and confidential data, and disposing of customer data-bearing devices. This may result in increased expensesregulatory exposure, contractual liability and operating complexity,security expectations from customers. Finally, emerging artificial intelligence ("AI") regulations, increasing use of AI and we may be unable to increase the rates we charge for our services sufficiently to offset any increased expenses.

Our reputation for providing secure information storage to customers is critical to the success of our business. We have previously facedOur reputation or brand, and specifically, the trust our customers place in us, could be negatively impacted in the event of perceived or actual failures by us to store information securely. Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and expectincur significant costs to continue to face such attempts. Although we seek to prevent, detect and investigate these security incidents and have taken steps to prevent such security breaches,do so, our IT and network infrastructure has in the past been and may in the future be vulnerable to attacks by hackers, orincluding state-sponsored organizations with significant financial and technological resources, breaches due to employee error, fraud or malice or other disruptions.disruptions (including, but not limited to, computer viruses and other malware, denial of service, and ransomware), which may involve a breach requiring us to notify regulators, clients or employees and enlist identity theft protection. Moreover, our ability to integrateuntil we have migrated businesses we acquire onto our IT systems or ensured compliance with our information technology security standards, we have in the past and may challenge our ability to prevent such security breaches.in the future face additional risks because of the continued use of predecessor IT systems. We have,utilize remote work arrangements and expect to continue to, outsource certain accounting, payroll IT, human resource, facility managementsupport services, including cloud storage systems and back office supportcloud computing services, to third parties, which has in the past and may in the future subject our IT and other sensitive information to additional risk. A successful breach of the security of our IT systems could lead to theft or misuse of our customers'customers’ proprietary or confidential information or our employees’ personal information and result in third party claims against us, regulatory penalties, and reputational harm. IfAlthough we maintain insurance coverage for various cybersecurity risks, there is no guarantee that all costs or losses incurred will be fully insured. Damage to our reputation is damaged, we may becomecould make us less competitive, which could negatively impact our businesses,business, financial condition orand results of operations.

Strategic acquisitions are an important element of our growth strategy and the success of any acquisition we make depends in part on our ability to integrate the acquired business and realize anticipated synergies. The process of integrating acquired businesses, particularly in new markets or for new offerings, may resultinvolve unforeseen difficulties and may require a disproportionate amount of our management’s attention and our financial and other resources.

For example, the success of our significant acquisitions depends, in significant expense in certain jurisdictions.

Further, our acquisitions subject us to liabilities (including tax liabilities) that may exist at an acquired company, some of these facilities were builtwhich may be unknown. Although we and outfitted by third partiesour advisors conduct due diligence on the businesses we acquire, there can be no guarantee that we are aware of all liabilities of an acquired company. These liabilities, and addedany additional risks and uncertainties related to our real estate portfolio as part of acquisitions. Some of these facilities contain fire suppression and safety featuresan acquired company not known to us or that are different from our current specifications and current standards for new facilities, although we believe all of our facilities were constructed, in all material respects, in compliance with laws and regulations in effectmay deem immaterial or unlikely to occur at the time of their construction or outfitting. In some instances local authorities having jurisdiction may take the position that our fire suppression and safety features in a particular facility are insufficient and require additional measures that may involve considerable expense to us. In addition, where we determine that the fire suppression and safety features of a facility require improvement, we will develop and implement a plan to remediate the issue, although implementation may require an extended period to complete. A significant aspect of the integration of Recall (and other businesses we have acquired or may acquire) with our business is the process of making certain investments in the acquired Recall facilities to conform such facilities to our standards of operations. This process is complex and time-consuming. If additional fire safety and suppression measures beyond our current operating plan were required at a large number of our facilities, the expense required for complianceacquisition, could negatively impact our future business, financial condition orand results of operations.

Our customer contracts typically contain standardized provisions limiting our liability regarding the services we perform and the loss or destruction of, or damage to, records, information, or other items stored with us. Our liability for physical storage is often limited to a nominal fixed amount per item or unit of storage (such as per cubic foot) and our liability for Information Governance and Digital Solutions, data center, Destruction and other services unrelated to records, information and other items stored with us is often limited to a percentage of annual revenue under the contract;us; however, some of our contracts with large customers and some of the contracts assumed in our acquisitions contain no such limits or contain highernon-standard limits. We can provide no assurance that our limitation of liability provisions will be enforceable in all instances or, if enforceable, that they would otherwise protect us from liability. In addition to provisions limiting our liability, our customer contracts generally include a schedule setting forth the majority of the customer-specific terms, including storage rental and service pricing and service delivery terms. Our customers may dispute the interpretation of various provisions in their contracts. In the past, we have had relatively few disputes with our customers regarding the terms of their customer contracts, and most disputes to date have not been material, but we can provide no assurance that we will not have material disputes in the future. Moreover, as a large percentage of our growth is driven by acquisitions and customer contracts assumed in acquisitions make up a commensurately larger percentage of our customer contracts, and as we expand our operations ininto new businesses, including digital solutions, ALM, and the storage of fine arts and other valuable items, and respond to customer demands for higher limitation of liability, as a result of regulatory changes, our exposure to contracts with higher or no limitations of liability and disputes with customers over thecontract interpretation of their contracts may increase. Although we maintain a comprehensive insurance program, we can provide no assurance that we will be able to maintain insurance policies on acceptable terms in orderor with high enough coverage amounts to cover losses to us in connection with customer contract disputes.

As of December 31, 2017,2023, we provided storage and information management servicesoperated in 52 countries outside the United States. Our international operations account for a significant portion60 countries. The global nature of our overall operations,business and as part of our growth strategy, we expect to continue to acquire or investwhich includes continued acquisitions and investments in storage and information management services businesses in select foreign markets, including countries where we do not currently operate. International operations areoperate, is subject to numerous risks, including:

Our Global Data Center Business depends on providing customers with highly reliable facilities, power infrastructure and operations solutions, and we will need to retain and hire qualified ordinary dividendspersonnel to manage our data centers. Service interruptions or returnsignificant equipment damage could result in difficulty maintaining service-level commitment obligations that we owe to certain of our customers. Service interruptions or equipment damage may occur at one or more of our data centers because of numerous factors, including: human error; equipment failure; physical, electronic and cyber security breaches; fire, hurricane, flood, earthquake and other natural disasters; water damage; fiber cuts; extreme temperatures; power loss or telecommunications failure; war, terrorism and any related conflicts or similar events worldwide; and sabotage and vandalism.

We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, as describedwell as supply chain and logistical challenges. Additional or unexpected disruptions to our supply chain, continued inflationary pressures or high interest rates, or changes in customer requirements could significantly affect the cost or timing of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction.

All construction-related data center projects require us to carefully select, manage, and rely on the experience of one or more fullydesign firms, general contractors, and associated subcontractors during the design and construction process, and to obtain critical government permits and authorizations. Should a design firm, general contractor, significant subcontractor, or key supplier experience financial or operational problems during the design or construction process or fail to perform properly, or should we be unable to obtain, or experience delays in "Item 5. Market For Registrant's Common Equity, Related Stockholder Mattersobtaining, all necessary zoning, land-use, building, occupancy and Issuer Purchasesother governmental permits and authorizations, we could experience significant delays, increased costs to complete the project, penalties under customer preleases and other negative impacts to the expected return on our committed capital.

There can be no assurance we will have sufficient customer demand to support the data centers we have acquired, or that we will not be adversely affected by the risks noted above under "Significant costs or disruptions at our data centers could adversely affect our business, financial condition and results of Equity Securities" includedoperations", which could make it difficult for us to realize expected returns on our investments, if any.

A significant portion of the revenue from our ALM business is derived from a limited number of clients and tied to cyclical projects involving the decommissioning and destruction of IT assets and the disposition of components of such assets to purchasers in this Annual Report)concentrated geographies. Though we generally enter into long-term contracts with such clients, the volume of work we perform for specific clients may fluctuate asvary over the life of each contract due to various factors including changes in client behavior or macroeconomic conditions impacting the availability of new IT assets in the marketplace. There can be no assurance that we will be able to retain our current volumes, existing clients or that, if we were to lose one or more of our significant clients, we would be able to replace such clients with clients that generate a resultcomparable amount of exchange rate fluctuations.revenue. Further, many of the purchasers of the decommissioned IT asset components are geographically concentrated, particularly within mainland China. If governments enact trade policies that restrict the export of IT assets into China or other markets in which we sell decommissioned IT asset components, or increase the enforcement of such policies, then the revenue from the sale of these assets may be negatively impacted. Additionally, uncertain macroeconomic conditions, particularly within mainland China, may reduce our purchasers’ demand for the IT asset components that we sell, thereby reducing our revenues and earnings.

Having the United States Government as a customer subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements could subject us to investigations, price reductions, up to treble damages, and civil penalties. Noncompliance with certain regulatory and contractual requirements could also result in us being suspended or barreddebarred from future United States Government contracting. We may also face private derivative securities claims as a resultbecause of adverse government actions. Any of these outcomes could have a material adverse effect on our revenues, operating results, financial position and reputation.

Because our business is heavily dependent on real estate,As of December 31, 2023, we operated approximately 1,400 facilities worldwide, including approximately 600 in the United States, and face special risks attributable to the real estate we own or lease. Such risks include:

Some of our current and formerly owned or leased properties were previously used by entities other than us for industrial or other purposes, or were affected by waste generated from nearby properties, that involved the use, storage, generation and/or disposal of hazardous substances and wastes, including petroleum products. In some instances, this prior use involved the operation of underground storage tanks or the presence of asbestos-containing materials. Where we are aware of environmental conditions that require remediation, we undertake appropriate activity, in accordance with all legal requirements. Although we have from time to time conducted limited environmental investigations and remedial activities at some of our former and current facilities, we have not undertaken an in-depth environmental review of all of our properties, including those acquired in acquisitions we have completed.acquired. We therefore may be potentially liable for environmental costs like those discussed above and may be unable to sell, rent, mortgage or use contaminated real estate owned or leased by us. Environmental conditions for which we might be liable may also exist at properties that we may acquire in the future. In addition, future regulatory action and environmental laws may impose costs for environmental compliance that do not exist today.

Unexpected events, including fires or explosions at our facilities, war or other military conflict, terrorist activities, natural disasters such as hurricanesearthquakes and earthquakes, war or terrorist activities,wildfires, unplanned power outages, supply disruptions, and failure of equipment or systems, and severe weather events, such as droughts, heat waves, hurricanes, and flooding, could adversely affect our reputation and results of operations.operations through physical damage to our facilities and equipment and through physical damage to, or disruption of, local infrastructure. During the past several years, we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change. Some of our key facilities worldwide are vulnerable to severe weather events, and global weather pattern changes may also pose long-term risks of physical impacts to our business. Our customers rely on us to securely store and timely retrieve their critical information, and, while we maintain disaster recovery and business continuity plans that would be implemented in these situations, these unexpected events could result in customer service disruption, physical damage to one or more key operating facilities and the information stored in those facilities, the temporary closure of one or more key operating facilities or the temporary disruption of information systems, each of which could negatively impact our reputation and results of operations. During the past several years we have seen an increase in severe weatherIn addition, these unexpected events and some of our key facilities worldwide are subject to this inherent risk.

Our operating revenues and results of operations are impacted by significant changes in commodity prices. In particular, our secure shredding operations generate revenue from the sale of shredded paper to recyclers. As a result,for recycling. Further, significant declines in the cost of paper may continue to negatively impact our revenues and results of operations, and increases in other commodity prices, including steel, may negatively impact our results of operations.

We may be subjectrely on IT infrastructure, including hardware, networks, software, people and processes, to claims thatprovide information to support assessments and conclusions about our technology violates the IP rights of a third party.

We have a significant amount of indebtedness. As of December 31, 2017,2023, our total long-term debt was approximately $7.1 billion.$12,034.6 million, stockholders equity was approximately $211.6 million and we had cash and cash equivalents of approximately $222.8 million. Our substantial indebtedness could have important consequences to our current and potential investors. These risks include:

In connection with the IODC Transaction, we incurred approximately $825.0 millionCertain of additional indebtedness. Asour indebtedness, including indebtedness under our credit agreement, is paid at floating interest rates, and as a result, our interest expense or the cost of the indebtedness we incurred in connection with the IODC Transaction, we are subjectour debt may increase due to increased risks associated with debt financing, including an increased risk that our cash flow could be insufficientrising interest rates or changes to meet required payments on our debt.benchmark rates.

Our indenturesCredit Agreement and our Credit Agreementindentures contain covenants restricting or limiting our ability to, among other things:

These restrictions and our long-term commitment to maintain our leverage ratio may adversely affect our ability to pursue our acquisition and other growth strategies.strategies, including our strategic growth plan.

Upon the occurrence of a "change of control,"control", as defined in our indentures, we will be required to offer to repurchase all of our outstanding senior or senior subordinated notes. However, it is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of any outstanding notes or that restrictions in our Credit Agreement will not allow such repurchases. Certain important corporate events, however, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under our indentures.

Iron MountainIMI is a holding company; substantially all of ourits assets consist of the stock of ourequity in its subsidiaries, and substantially all of ourits operations are conducted by ourits direct and indirect 100% ownedconsolidated subsidiaries. As a result, ourits ability to make payments on our variousits debt obligations will be dependent upon the receipt of sufficient funds from our subsidiaries.its subsidiaries, whose ability to distribute funds may be limited by local capital requirements, joint venture and co-investment vehicle structures and other applicable restrictions. However, our various debt obligations are guaranteed, on a joint and several and full and unconditional basis, by our direct and indirect 100% owned United StatesIMI’s U.S. subsidiaries that represent the substantial majority of our United Statesits U.S. operations.

We have elected to be taxed as a REIT sincefor federal income tax purposes beginning with our 2014 taxable year; however,year. We believe that our organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we can provide no assurance that we will remain qualified for taxation as a REIT. We also have invested in a subsidiary that has elected to be taxed as a REIT and therefore must independently satisfy all REIT qualification requirements, and we may in the future invest in other such subsidiaries. If such subsidiary REIT were to fail to qualify as a REIT, it may cause us to fail to remain qualified for taxation as a REIT. If we fail to remain qualified for taxation as a REIT, including as a result of a cascading failure of any subsidiary REIT to remain qualified as a REIT, we will be taxedsubject to federal income taxation at corporate income tax rates unless certain relief provisions apply.

Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the "Code"), which provisions may change from time to time, to our operations, as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions.provisions of the Code.

If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:

Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes.

We expect to continue paying regular quarterly distributions; however, the amount, timing and form of our regular quarterly distributions will be determined, and will be subject to adjustment, by our board of directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of nondeductible expenditures or as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.purposes.

To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.

In order to meet thesatisfy our REIT distribution requirements and maintain our qualification and taxation as a REIT, or to fund capital expenditures, future growth and expansion initiatives, we may need to borrow funds, sell assets or raise equity, even if our financial condition or the then-prevailing market conditions are not favorable for these borrowings, sales or offerings. Any insufficiency of our cash flows to cover our REIT distribution requirements could adversely impact our ability to raise short- and long-term debt, to sell assets, or to offer equity securities in order to fund distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements and our commitment to investors on dividend growth may increase theresult in increasing our financing we needneeds to fund capital expenditures, future growth and expansion initiatives, which would increase our indebtedness. An increase in our outstanding debt could lead to a downgrade of our credit rating,ratings, which could negatively impact our ability to access credit markets. Further, certain of our current debt instruments limit the amount of indebtedness we and our subsidiaries may incur. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness. For a discussion of risks related to our substantial level of indebtedness, see "Risks RelatingRelated to Our Indebtedness."Indebtedness".

To remain qualified for taxation as a REIT, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. Thus, compliance with these tests may require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-REIT qualifying operations or assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by our taxable REIT subsidiaries ("TRSs"), and, to that extent, limit our opportunities and our flexibility to change our business strategy.strategy and execute on our strategic growth plan. This may restrict our ability to acquire certain businesses, enter into joint ventures or co-investment vehicles, or acquire minority interests of companies. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if we need or require the target company to comply with some REIT requirements prior to closing.

We conduct a significant portion of our business activities, including our information management services businesses and several of our international operations, through domestic and foreign TRSs. Under the Code, no more than 25% of the value of the assets of a REIT may be represented by securities of one or more TRSs and other nonqualifying assets. In addition, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs within the overall 25%TRSs. Similar rules apply to other nonqualifying assets limitation.assets. These limitations may affect our ability to make additional investments in non-REIT qualifying operations or assets or in international operations through TRSs.

Our abilityIf we fail to fully deductcomply with specified asset ownership tests applicable to REITs as measured at the end of any calendar quarter, we generally must correct such failure within 30 days after the end of the applicable calendar quarter or qualify for statutory relief provisions to avoid losing our interest expense may be limited, orqualification for taxation as a REIT. As a result, we may be required to adjust the tax depreciationliquidate assets or to forgo our pursuit of otherwise attractive investments or executing on portions of our real property in orderstrategic growth plan. These actions may reduce our income and amounts available for distribution to maintain the full deductibility of our interest expense.

Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate, which principallygenerally includes gross income from providing customers with secure storage space or colocation or wholesale data center space. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited, andwhich may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, we might become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.

In addition, a significant amount of our income and cash flows from our TRSs is generated from our international operations. In many cases, there are local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to the United States to help satisfy REIT distribution requirements.

Our operations include an extensive use of TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally is not subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1)(i) the fair market value of our securities in our TRSs to exceed 20% of the fair market value of our assets or (2)(ii) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSsoperations are conducted overseas, and a material change in foreign currency rates could also affect the value of our foreign holdings in our TRSs, negatively impactimpacting our ability to remain qualified for taxation as a REIT.

Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, on our income and assets,including taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.

Our information management services businesses and severalA portion of our international operations arebusiness is conducted through wholly owned TRSs because thesecertain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our domestic TRSs will continue to be subject to federal and state corporate income taxes. In addition, weour international assets and our subsidiariesoperations will continue to be subject to taxation in the foreign income taxes in jurisdictions in which we have business operations or a taxable presence, regardless of whetherwhere those assets are held or those operations are conducted through subsidiaries disregarded for federal income tax purposes or TRSs.conducted. Any of these taxes would decrease our earnings and our available cash.

We will also be subject to a federal corporate level income tax at the highest regular corporate income tax rate (currently 21%, following the enactment of the Tax Reform Legislation) on gainsgain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as (i) an asset that we held as of the effective date of our REIT election, that is, January 1, 2014, or (ii) an asset that we hold in one of our qualified REIT subsidiaries ("QRSs") following the liquidation or other conversion of a former TRS). This 21% tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, (e.g., January 1, 2014 in the case of REIT assets we held at the time of our REIT conversion), to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. In addition, any depreciation recapture income that we expect to recognize as a resultbecause of certain accounting method changes that we have mademake in connection with our acquisition activities will be fully subject to this 21% tax.

The REIT provisions of the Code limit our ability to hedge assets, liabilities, revenues and expenses. Generally, income from hedging transactions that we enter into to manage risk of interest rate changes with respect to borrowings made or to be made by us to acquire or carry real estate assets and income from certain currency hedging transactions related to our non-United States operations, as well as income from qualifying counteracting hedges, do not constitute "gross income" for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as nonqualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through our TRSs. This could increase the cost of our hedging activities because our TRSs would be subject to tax on income or gains resulting from hedges entered into by them and may expose us to greater risks associated with changes in interest rates or exchange rates than we would otherwise want to bear. In addition, hedging losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for possible use against future income or gain in the TRSs.

Dividends payable by United States corporations to noncorporate stockholders, such as individuals, trusts and estates, are generally eligible for reduced United States federal income tax rates applicable to “qualified dividends.”"qualified dividends". Distributions paid by REITs generally are not treated as “qualified dividends”"qualified dividends" under the Code, and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning after 2017 and before 2026, REIT dividends paid to noncorporate stockholders that meet specified holding period requirements are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the Code for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate “qualified”"qualified" dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common stock.

In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our capital stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than the first year for which we elected to be taxed as a REIT.year. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our capital stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then, absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.

In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.

At any time, the federal or state income tax laws governing REITs, or the administrative interpretations of those laws, or local laws impacting our REIT structure for our international operations may be amended. Federal, state and statelocal tax laws are constantly under review by persons involved in the legislative process, the IRS,United States Internal Revenue Service, the United States Department of the Treasury (the "Treasury") and state and local taxing authorities. Changes to the tax laws, regulations and administrative interpretations or local laws governing our international operations, which may have retroactive application, could adversely affect us. In addition, some of these changes could have a more significant impact on us as compared to other REITs due to the nature of our business and our substantial use of TRSs, particularly non-United States TRSs.

As a REIT, we are generally required to the ultimate effectdistribute at least 90% of the statutory amendments on us orour REIT taxable income to our stockholders. It is also possible that there will be technical corrections legislation proposed with respectFurthermore, we are committed to the Tax Reform Legislation, the effect of which cannot be predictedgrowing our dividends, and may be adverse to us or our stockholders. Our stockholders are encouraged to consult with their tax advisors about the potential effects that changes in law may have on them and their ownership of our securities.

Our board of directors, determines our major policies, including policies and guidelines relatingin its sole discretion, will determine, on a quarterly basis, the amount of cash to be distributed to our investments, acquisitions, leverage, financing, growth, operations and distributionsstockholders based on a number of factors including, but not limited to, our stockholders. results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, any stock repurchase program and general market demand for our space and related services. Consequently, our distribution levels may fluctuate and we may not be able to meet our public commitments with respect to dividend growth.

Our reputation for providing secure information storage to customers is critical to the success of our business, and protecting against material cyber risks is an integral part of maintaining that reputation. A successful cybersecurity breach could lead to theft or misuse of our or our customers’ proprietary or confidential information or our employees’ personal information and result in third-party claims against us, regulatory penalties and reputational harm. As part of our information security program, we also actively monitor emerging cyber attack patterns to develop custom detection capabilities and mitigation techniques to protect against material risk of cybersecurity threats. Upon encountering a cybersecurity incident, our information security team responds using our detailed cyber security incident response plan (“CSIRP”), which is based on industry best practices, relevant legal requirements and our contractual commitments. Among other things, the CSIRP sets forth the specific criteria used to assess a cybersecurity incident, mitigate risks of adverse consequences associated with any such incident, protocols to escalate the management of the incident and the process to inform our executive management team and any impacted functions of our business. All cybersecurity incidents are assessed to determine whether disclosure is required pursuant to any contractual or regulatory requirements and any material cybersecurity incident is also reported to our board of directors may amend(our “Board”). To date, our information security program has been successful in protecting against risks from cybersecurity threats, and we have not had any cybersecurity incidents that have materially affected or revise these and other policies and guidelines from timeare reasonably likely to time without the vote or consent of our stockholders. Accordingly, our stockholders will have limited control over changes in our policies, and any such changes could adverselymaterially affect our financial condition,business strategy, results of operations or financial condition.

Our risk management organization, which is led by our Chief Risk Officer, manages our information security program along with enterprise risk management, business continuity, internal audit and physical security. Our risk management team routinely reports on cybersecurity matters to our executive management team and our Board. Our Chief Information Security Officer, who reports directly to our Chief Risk Officer, leads a dedicated information security team that manages our information security program. The information security team is made primarily of full-time employees; however, we routinely engage consultants to provide supplemental labor and additional expertise in specific areas on an as-needed basis. Our information security team is organized based on industry best practices in alignment with NIST recommendations. All of the market priceleaders in our information security team have over 10 years of cybersecurity experience and most of our common stockinformation security staff maintain cybersecurity program certifications such as CMU Cybersecurity Executive Certification, ISACA Certifications (CISSP & CISM) and other relevant vendor certifications. Our information security team also regularly undergoes continuing education to ensure our implementation of best-in-class techniques.

Our Board reviews and discusses significant risks with executive management, including cybersecurity risk, that affect us. Although our executive management team and our abilityBoard work together on risk matters, our Board has the ultimate oversight authority over all enterprise risks, including cybersecurity risk. Our Board reserves the right to, make distributionsand periodically does consult with third-party advisors and experts to assist our stockholders.Board in understanding and anticipating future cybersecurity threats and trends. The risk and safety committee of our Board (the “RSC”) is specifically tasked with reviewing and monitoring cybersecurity and information security risk, as well as the risk management strategies, systems and policies and processes implemented, established and reported on by our executive management team. The RSC is also primarily responsible for assisting our Board with oversight of our enterprise risk management program. As part of the risk management team, our Chief Information Security Officer reports key performance indicators of our information security program to the RSC at least three times a year to facilitate the committee’s oversight of the effectiveness of the program through objective measurements, including metrics regarding software patching, IT asset management, cyber incident management and cybersecurity training. Reports by our Chief Information Security Officer also include detailed information on the activities of our cyber incident response team to allow for analysis of trends and the identification of any control gaps that require remediation.

As of December 31, 2017,2023, we conducted operations through 1,1311,145 leased facilities and 307232 owned facilities. Our facilities are divided among our reportable operating segments and Corporate and Other as follows: North American Records and Information ManagementGlobal RIM Business (654), North American Data Management Business (56), Western European Business (211), Other International Business (461)(1,287), Global Data Center Business (5)(30) and Corporate and Other Business (51)(60). These facilities contain a total of approximately 87.598.0 million square feet of space. A breakdown of owned and leased facilities by country (and by state within the United States) is listed below: