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~~June 30, ~~2019~~2020




OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission file number 1-13045

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)



Delaware	23-2588479
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Federal Street, Boston, Massachusetts 02110

(Address of Principal Executive Offices, Including Zip Code)

(617) 535-4766

(Registrant's Telephone Number, Including Area Code)

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



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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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



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

As of ~~October 25, 2019,~~July 31, 2020, the registrant had ~~287,143,406~~288,148,319 outstanding shares of common stock, $.01 par value.

IRON MOUNTAIN INCORPORATED

Index



	Page
PART I—FINANCIAL INFORMATION

Item 1—Unaudited Condensed Consolidated Financial Statements	3

Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3

Condensed Consolidated Statements of Operations for the Three Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	4

Condensed Consolidated Statements of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	5

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	6

Condensed Consolidated Statements of Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020	7

Condensed Consolidated Statements of Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019	8

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	9

Notes to Condensed Consolidated Financial Statements (Unaudited)	10

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations	5342

Item 4—Controls and Procedures	8371

PART II—OTHER INFORMATION

Item ~~1A—Risk Factors~~	84

~~Item~~ 2—Unregistered Sales of Equity Securities and Use of Proceeds	8472

Item 5—Other Information	72

Item 6—Exhibits	8473

Signatures	8574

Part I. Financial Information

Item 1. Unaudited Condensed Consolidated Financial Statements

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, except Share and Per Share Data)

(Unaudited)


	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	186,778		$	165,485		$	907,180		$	193,555
Accounts receivable (less allowances of $44,873 and $43,584 as of September 30, 2019 and December 31, 2018, respectively)	821,926			846,889
Accounts receivable (less allowances of $53,394 and $42,856 as of June 30, 2020 and December 31, 2019, respectively) (see Note 2.d.)							805,901			850,701
Prepaid expenses and other	195,189			195,740			184,292			192,083
Total Current Assets	1,203,893			1,208,114			1,897,373			1,236,339
Property, Plant and Equipment:
Property, plant and equipment	7,868,457			7,600,949			8,074,520			8,048,906
Less—Accumulated depreciation	(3,311,738		)	(3,111,392		)	(3,538,792		)	(3,425,869		)
Property, Plant and Equipment, Net	4,556,719			4,489,557			4,535,728			4,623,037
Other Assets, Net:
Goodwill	4,421,995			4,441,030			4,421,062			4,485,209
Customer relationships, customer inducements and data center lease-based intangibles	1,415,287			1,506,522			1,346,282			1,393,183
Operating lease right-of-use assets (see Note 2.d.)	1,765,496			—
Operating lease right-of-use assets (see Note 2.e.)							1,947,665			1,869,101
Other	213,777			211,995			219,443			209,947
Total Other Assets, Net	7,816,555			6,159,547			7,934,452			7,957,440
Total Assets	$	13,577,167		$	11,857,218		$	14,367,553		$	13,816,816
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	394,822		$	126,406		$	880,212		$	389,013
Accounts payable	289,940			318,765			296,629			324,708
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities, see Note 2.d.)	888,021			780,781
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) (see Note 2.e.)							954,396			961,752
Deferred revenue	257,328			264,823			252,034			274,036
Total Current Liabilities	1,830,111			1,490,775			2,383,271			1,949,509
Long-term Debt, net of current portion	8,220,347			8,016,417			8,750,116			8,275,566
Long-term Operating Lease Liabilities, net of current portion (see Note 2.d.)	1,626,907			—
Long-term Operating Lease Liabilities, net of current portion (see Note 2.e.)							1,802,494			1,728,686
Other Long-term Liabilities	130,290			111,331			159,800			143,018
Deferred Rent (see Note 2.d.)	—			121,864
Deferred Income Taxes	189,564			183,836			184,029			188,128
Commitments and Contingencies (see Note 8)
Commitments and Contingencies (see Note 7)
Redeemable Noncontrolling Interests	68,099			70,532			63,512			67,682
Equity:
Iron Mountain Incorporated Stockholders' Equity:
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)	—			—			—			—
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 287,135,194 and 286,321,009 shares as of September 30, 2019 and December 31, 2018, respectively)	2,871			2,863
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 288,142,703 and 287,299,645 shares as of June 30, 2020 and December 31, 2019, respectively)							2,881			2,873
Additional paid-in capital	4,287,964			4,263,348			4,325,803			4,298,566
(Distributions in excess of earnings) Earnings in excess of distributions	(2,433,802		)	(2,139,493		)	(2,876,861		)	(2,574,896		)
Accumulated other comprehensive items, net	(346,203		)	(265,664		)	(427,523		)	(262,581		)
Total Iron Mountain Incorporated Stockholders' Equity	1,510,830			1,861,054			1,024,300			1,463,962
Noncontrolling Interests	1,019			1,409			31			265
Total Equity	1,511,849			1,862,463			1,024,331			1,464,227
Total Liabilities and Equity	$	13,577,167		$	11,857,218		$	14,367,553		$	13,816,816

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)

Three Months Ended
September 30,
2019 2018
Revenues:

Storage rental $ 673,318

$ 656,973
Service 388,906

404,018
Total Revenues 1,062,224

1,060,991
Operating Expenses:

Cost of sales (excluding depreciation and amortization) 451,317

448,018
Selling, general and administrative 239,156
259,929
Depreciation and amortization 157,561
157,797
(Gain) Loss on disposal/write-down of property, plant and equipment, net
(see Notes 2.j. and 2.m.)
(9,284 ) (388 )
Total Operating Expenses 838,750

865,356
Operating Income (Loss) 223,474

195,635
Interest Expense, Net (includes Interest Income of $1,558 and $1,382 for the three months ended September 30, 2019 and 2018, respectively) 106,677
103,938
Other (Income) Expense, Net (13,415 )
325
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes 130,212
91,372
Provision (Benefit) for Income Taxes 21,928
14,023
Income (Loss) from Continuing Operations 108,284

77,349
(Loss) Income from Discontinued Operations, Net of Tax —
(11,605 )
Net Income (Loss) 108,284
65,744
Less: Net Income (Loss) Attributable to Noncontrolling Interests 609
(125 )
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 107,675

$ 65,869
Earnings (Losses) per Share—Basic:

Income (Loss) from Continuing Operations $ 0.37
$ 0.27
Total (Loss) Income from Discontinued Operations, Net of Tax $ —
$ (0.04 )
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 0.37
$ 0.23
Earnings (Losses) per Share—Diluted:

Income (Loss) from Continuing Operations $ 0.37
$ 0.27
Total (Loss) Income from Discontinued Operations, Net of Tax $ —
$ (0.04 )
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 0.37
$ 0.23
Weighted Average Common Shares Outstanding—Basic 287,152
286,159
Weighted Average Common Shares Outstanding—Diluted 287,691
286,982



	Three Months Ended June 30,
	2020			2019
Revenues:
Storage rental	$	676,956		$	669,288
Service	305,283			397,619
Total Revenues	982,239			1,066,907
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	406,693			463,809
Selling, general and administrative	241,947			252,156
Depreciation and amortization	163,850			164,331
Significant Acquisition Costs (see Note 2.o.)	—			1,901
Restructuring Charges (see Note 10)	39,298			—
(Gain) Loss on disposal/write-down of property, plant and equipment, net (see Note 2.l.)	(1,275		)	(8,405		)
Total Operating Expenses	850,513			873,792
Operating Income (Loss)	131,726			193,115
Interest Expense, Net (includes interest income of $2,567 and $1,461 for the three months ended June 30, 2020 and 2019, respectively)	103,456			105,314
Other Expense (Income), Net	25,700			(15,192		)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	2,570			102,993
Provision (Benefit) for Income Taxes	9,683			10,646
(Loss) Income from Continuing Operations	(7,113		)	92,347
Income (Loss) from Discontinued Operations, Net of Tax	—			128
Net (Loss) Income	(7,113		)	92,475
Less: Net (Loss) Income Attributable to Noncontrolling Interests	(27		)	34
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	(7,086	)	$	92,441
(Losses) Earnings per Share—Basic:
(Loss) Income from Continuing Operations	$	(0.02	)	$	0.32
Total Income (Loss) from Discontinued Operations, Net of Tax	$	—		$	—
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	(0.02	)	$	0.32
(Losses) Earnings per Share—Diluted:
(Loss) Income from Continuing Operations	$	(0.02	)	$	0.32
Total Income (Loss) from Discontinued Operations, Net of Tax	$	—		$	—
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	(0.02	)	$	0.32
Weighted Average Common Shares Outstanding—Basic	288,071			286,925
Weighted Average Common Shares Outstanding—Diluted	288,071			287,481

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2019			2018			2020			2019
Revenues:
Storage rental	$	2,005,580		$	1,963,561		$	1,360,503		$	1,332,262
Service	1,177,414			1,200,711			690,467			788,508
Total Revenues	3,182,994			3,164,272			2,050,970			2,120,770
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	1,377,963			1,348,203			873,614			924,455
Selling, general and administrative	762,479			789,324			480,680			520,867
Depreciation and amortization	484,375			474,595			326,434			326,814
(Gain) Loss on disposal/write-down of property, plant and equipment, net (see Notes 2.j. and 2.m.)	(17,087		)	(2,064		)
Significant Acquisition Costs (see Note 2.o.)							—			4,647
Restructuring Charges (see Note 10)							80,344			—
Intangible impairments (see Note 2.b.)							23,000			—
(Gain) Loss on disposal/write-down of property, plant and equipment, net (see Note 2.l.)							(2,330		)	(7,803		)
Total Operating Expenses	2,607,730			2,610,058			1,781,742			1,768,980
Operating Income (Loss)	575,264			554,214			269,228			351,790
Interest Expense, Net (includes Interest Income of $4,804 and $5,048 for the nine months ended September 30, 2019 and 2018, respectively)	314,427			303,836
Interest Expense, Net (includes interest income of $4,015 and $3,246 for the six months ended June 30, 2020 and 2019, respectively)							209,105			207,750
Other (Income) Expense, Net	(13,397		)	1,420			(17,026		)	18
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	274,234			248,958			77,149			144,022
Provision (Benefit) for Income Taxes	43,127			39,957			19,370			21,199
Income (Loss) from Continuing Operations	231,107			209,001			57,779			122,823
Income (Loss) from Discontinued Operations, Net of Tax	104			(12,427		)	—			104
Net Income (Loss)	231,211			196,574			57,779			122,927
Less: Net Income (Loss) Attributable to Noncontrolling Interests	1,534			485			890			925
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	229,677		$	196,089		$	56,889		$	122,002
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.80		$	0.73		$	0.20		$	0.43
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Total Income (Loss) from Discontinued Operations, Net of Tax							$	—		$	—
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.80		$	0.69		$	0.20		$	0.43
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.80		$	0.73		$	0.20		$	0.42
Total (Loss) Income from Discontinued Operations, Net of Tax	$	—		$	(0.04	)
Total Income (Loss) from Discontinued Operations, Net of Tax							$	—		$	—
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.80		$	0.68		$	0.20		$	0.42
Weighted Average Common Shares Outstanding—Basic	286,869			285,801			287,955			286,727
Weighted Average Common Shares Outstanding—Diluted	287,555			286,515			288,301			287,487

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)


	Three Months Ended September 30,						Three Months Ended June 30,
	2019			2018			2020			2019
Net Income (Loss)	$	108,284		$	65,744
Other Comprehensive (Loss) Income:
Net (Loss) Income							$	(7,113	)	$	92,475
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment	(83,595		)	(24,769		)	69,027			(5,791		)
Change in Fair Value of Derivative Instruments	(1,496		)	1,980			(2,961		)	(4,931		)
Total Other Comprehensive (Loss) Income	(85,091		)	(22,789		)
Total Other Comprehensive Income (Loss)							66,066			(10,722		)
Comprehensive Income (Loss)	23,193			42,955			58,953			81,753
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	(100		)	(2,104		)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests							314			173
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	23,293		$	45,059		$	58,639		$	81,580


	Nine Months Ended September 30,						Six Months Ended June 30,
	2019			2018			2020			2019
Net Income (Loss)	$	231,211		$	196,574		$	57,779		$	122,927
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment	(71,195		)	(132,290		)	(154,625		)	12,400
Change in Fair Value of Derivative Instruments	(9,101		)	4,183			(11,323		)	(7,605		)
Total Other Comprehensive (Loss) Income	(80,296		)	(128,107		)	(165,948		)	4,795
Comprehensive Income (Loss)	150,915			68,467
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	1,777			(3,351		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	149,138		$	71,818
Comprehensive (Loss) Income							(108,169		)	127,722
Comprehensive (Loss) Income Attributable to Noncontrolling Interests							(116		)	1,877
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated							$	(108,053	)	$	125,845

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Thousands, except Share Data)

(Unaudited)


Three Month Period Ended September 30, 2019
Three Month Period Ended June 30, 2020																								Three Month Period Ended June 30, 2020
				Iron Mountain Incorporated Stockholders' Equity																								Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital				(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests											Common Stock			Additional Paid-in Capital				(Distributions in Excess of Earnings) Earnings in Excess of Distributions								Noncontrolling Interests
	Total			Shares	Amounts					Accumulated Other Comprehensive Items, Net					Redeemable Noncontrolling Interests		Noncontrolling Interests			Total			Shares			Amounts				Accumulated Other Comprehensive Items, Net	Additional Paid-in Capital							Redeemable Noncontrolling Interests					Noncontrolling Interests
Balance, June 30, 2019	$	1,658,981		287,061,769	$	2,870	Additional Paid-in Capital		$	4,281,584				$	(2,364,812	)		$	(261,821	)	$	1,160				$	73,113
Balance, March 31, 2020																								$	1,123,841			287,879,142	$	2,879	$	4,304,477				$	(2,690,433	)		$	(493,248	)		$	166			$	62,157
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	6,381			73,425	1		6,380				—			—			—				—			22,725				263,561	2		22,723				—				—				—				—
Change in equity related to redeemable noncontrolling interests	—			—	—		—				—			—			—				(4,590		)	(1,397		)		—	—		(1,397		)		—				—				—				1,397
Parent cash dividends declared (see Note 9)	(176,665		)	—	—		—				(176,665		)	—			—				—
Parent cash dividends declared (see Note 8)																								(179,342		)		—	—		—				(179,342		)		—				—				—
Foreign currency translation adjustment																								68,686				—	—		—				—				68,686				—				341
Change in fair value of derivative instruments																								(2,961		)		—	—		—				—				(2,961		)		—				—
Net (loss) income																								(7,221		)		—	—		—				(7,086		)		—				(135		)		108
Noncontrolling interests dividends																								—				—	—		—				—				—				—				(491		)
Balance, June 30, 2020																								$	1,024,331			288,142,703	$	2,881	$	4,325,803			$	(2,876,861	)		$	(427,523	)		$	31			$	63,512

Six Month Period Ended June 30, 2020																								Six Month Period Ended June 30, 2020
																												Iron Mountain Incorporated Stockholders' Equity
																												Common Stock			Additional Paid-in Capital				(Distributions in Excess of Earnings) Earnings in Excess of Distributions								Noncontrolling Interests
																								Total				Shares	Amounts					Accumulated Other Comprehensive Items, Net						Redeemable Noncontrolling Interests			Noncontrolling Interests
Balance, December 31, 2019																								$	1,464,227			287,299,645	$	2,873	Additional Paid-in Capital		$	4,298,566					$	(2,574,896	)			$	(262,581	)	$	265		$	67,682
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation																								24,642				843,058	8		24,634				—				—				—				—
Change in equity related to redeemable noncontrolling interests																								2,603				—	—		2,603				—				—				—				(2,603		)
Parent cash dividends declared (see Note 8)																								(358,854		)		—	—		—				(358,854		)		—				—				—
Foreign currency translation adjustment	(82,886		)	—	—		—				—			(82,886		)	—				(709		)	(153,619		)		—	—		—				—				(153,619		)		—				(1,006		)
Change in fair value of derivative instruments	(1,496		)	—	—		—				—			(1,496		)	—				—			(11,323		)		—	—		—				—				(11,323		)		—				—
Net income (loss)	107,534			—	—		—				107,675			—			(141		)		750			56,655				—	—		—				56,889				—				(234		)		1,124
Noncontrolling interests dividends	—			—	—		—				—			—			—				(465		)	—				—	—		—				—				—				—				(1,685		)
Balance, September 30, 2019	$	1,511,849		287,135,194	$	2,871	$	4,287,964			$	(2,433,802	)	$	(346,203	)	$	1,019			$	68,099

Nine Month Period Ended September 30, 2019
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital				(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts					Accumulated Other Comprehensive Items, Net					Redeemable Noncontrolling Interests		Noncontrolling Interests
Balance, December 31, 2018	$	1,862,463		286,321,009	$	2,863	Additional Paid-in Capital		$	4,263,348				$	(2,139,493	)		$	(265,664	)	$	1,409				$	70,532
Cumulative-effect adjustment for adoption of ASU 2016-02 (see Note 2.d.)	5,781			—	—		—				5,781			—			—				—
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	26,078			814,185	8		26,070				—			—			—				—
Change in equity related to redeemable noncontrolling interests	(1,454		)	—	—		(1,454		)		—			—			—				(3,136		)
Parent cash dividends declared (see Note 9)	(529,767		)	—	—		—				(529,767		)	—			—				—
Foreign currency translation adjustment	(71,438		)	—	—		—				—			(71,438		)	—				243
Change in fair value of derivative instruments	(9,101		)	—	—		—				—			(9,101		)	—				—
Net income (loss)	229,287			—	—		—				229,677			—			(390		)		1,924
Noncontrolling interests dividends	—			—	—		—				—			—			—				(1,464		)
Balance, September 30, 2019	$	1,511,849		287,135,194	$	2,871	$	4,287,964			$	(2,433,802	)	$	(346,203	)	$	1,019			$	68,099
Balance, June 30, 2020																								$	1,024,331			288,142,703	$	2,881	$	4,325,803			$	(2,876,861	)		$	(427,523	)		$	31			$	63,512

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In Thousands, except Share Data)

(Unaudited)

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

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



Three Month Period Ended June 30, 2019
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, March 31, 2019	$	1,737,608		286,829,854	$	2,868	$	4,264,978		$	(2,280,611	)	$	(250,960	)	$	1,333		$	73,102
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	16,774			231,915	2		16,772			—			—			—			—
Change in equity related to redeemable noncontrolling interests	(166		)	—	—		(166		)	—			—			—			166
Parent cash dividends declared (see Note 8)	(176,642		)	—	—		—			(176,642		)	—			—			—
Foreign currency translation adjustment	(5,930		)	—	—		—			—			(5,930		)	—			139
Change in fair value of derivative instruments	(4,931		)	—	—		—			—			(4,931		)	—			—
Net income (loss)	92,268			—	—		—			92,441			—			(173		)	207
Noncontrolling interests dividends	—			—	—		—			—			—			—			(501		)
Balance, June 30, 2019	$	1,658,981		287,061,769	$	2,870	$	4,281,584		$	(2,364,812	)	$	(261,821	)	$	1,160		$	73,113

Six Month Period Ended June 30, 2019
				Iron Mountain Incorporated Stockholders' Equity
				Common Stock			Additional Paid-in Capital			(Distributions in Excess of Earnings) Earnings in Excess of Distributions						Noncontrolling Interests
	Total			Shares	Amounts		Additional Paid-in Capital						Accumulated Other Comprehensive Items, Net			Noncontrolling Interests			Redeemable Noncontrolling Interests
Balance, December 31, 2018	$	1,862,463		286,321,009	$	2,863	$	4,263,348		$	(2,139,493	)	$	(265,664	)	$	1,409		$	70,532
Cumulative-effect adjustment for adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as amended ("ASU 2016-02")	5,781			—	—		—			5,781			—			—			—
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation	19,697			740,760	7		19,690			—			—			—			—
Change in equity related to redeemable noncontrolling interests	(1,454		)	—	—		(1,454		)	—			—			—			1,454
Parent cash dividends declared (see Note 8)	(353,102		)	—	—		—			(353,102		)	—			—			—
Foreign currency translation adjustment	11,448			—	—		—			—			11,448			—			952
Change in fair value of derivative instruments	(7,605		)	—	—		—			—			(7,605		)	—			—
Net income (loss)	121,753			—	—		—			122,002			—			(249		)	1,174
Noncontrolling interests dividends	—			—	—		—			—			—			—			(999		)
Balance, June 30, 2019	$	1,658,981		287,061,769	$	2,870	$	4,281,584		$	(2,364,812	)	$	(261,821	)	$	1,160		$	73,113

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

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Nine Months Ended
September 30,
2019 2018
Cash Flows from Operating Activities:
Net income (loss) $ 231,211
$ 196,574
Loss (income) from discontinued operations (104 ) 12,427
Adjustments to reconcile net income (loss) to cash flows from operating activities:

Depreciation 336,485
337,923
Amortization (includes amortization of deferred financing costs and discounts of $12,286 and $11,537 for the nine months ended September 30, 2019 and 2018, respectively) 160,176
148,209
Revenue reduction associated with amortization of customer inducements and above- and below-market leases 10,417
12,430
Stock-based compensation expense 28,140
23,352
Provision (benefit) for deferred income taxes 2,643
(2,699 )
(Gain) loss on disposal/write-down of property, plant and equipment, net (see Note 2.j.) (17,087 ) (2,064 )
Foreign currency transactions and other, net (25,283 ) (1,271 )
(Increase) decrease in assets (24,121 ) (24,247 )
(Decrease) increase in liabilities (54,332 ) (75,096 )
Cash Flows from Operating Activities - Continuing Operations 648,145
625,538
Cash Flows from Operating Activities - Discontinued Operations —
(995 )
Cash Flows from Operating Activities 648,145
624,543
Cash Flows from Investing Activities:

Capital expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations) (533,614 ) (329,953 )
Cash paid for acquisitions, net of cash acquired (56,499 ) (1,711,011 )
Acquisition of customer relationships (42,990 ) (38,829 )
Customer inducements (7,429 ) (6,212 )
Contract fulfillment costs and third-party commissions (63,090 ) (18,520 )
Net proceeds from divestments —
1,019
Investments in joint ventures (see Note 10) (19,222 ) —
Proceeds from sales of property and equipment and other, net 82,148
713
Cash Flows from Investing Activities - Continuing Operations (640,696 ) (2,102,793 )
Cash Flows from Investing Activities - Discontinued Operations 5,061
—
Cash Flows from Investing Activities (635,635 ) (2,102,793 )
Cash Flows from Financing Activities:

Repayment of revolving credit facility, term loan facilities and other debt (12,690,691 ) (11,226,171 )
Proceeds from revolving credit facility, term loan facilities and other debt 12,256,276
12,437,017
Net proceeds from sales of senior notes 987,500
—
Debt repayment and equity distribution to noncontrolling interests (1,464 ) (2,035 )
Parent cash dividends (528,908 ) (505,403 )
Net proceeds associated with the Over-Allotment Option —
76,192
Net proceeds associated with the At the Market (ATM) Program —
8,716
Net (payments) proceeds associated with employee stock-based awards (2,059 ) (2,800 )
Payment of debt financing and stock issuance costs (769 ) (15,957 )
Cash Flows from Financing Activities - Continuing Operations 19,885
769,559
Cash Flows from Financing Activities - Discontinued Operations —
—
Cash Flows from Financing Activities 19,885
769,559
Effect of Exchange Rates on Cash and Cash Equivalents (11,102 ) (19,332 )
Increase (decrease) in Cash and Cash Equivalents 21,293
(728,023 )
Cash and Cash Equivalents, including Restricted Cash, Beginning of Period 165,485
925,699
Cash and Cash Equivalents, including Restricted Cash, End of Period $ 186,778
$ 197,676

Supplemental Information:

Cash Paid for Interest $ 342,139
$ 322,986
Cash Paid for Income Taxes, Net $ 54,446
$ 49,061
Non-Cash Investing and Financing Activities:

Financing Leases (see Note 2.d.) $ 20,699
$ 56,493
Accrued Capital Expenditures $ 78,329
$ 60,062
Accrued Purchase Price and Other Holdbacks $ 4,135
$ 27,919
Dividends Payable $ 182,859
$ 174,136



	Six Months Ended June 30,
	2020			2019
Cash Flows from Operating Activities:
Net income (loss)	$	57,779		$	122,927
Loss (income) from discontinued operations	—			(104		)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	226,628			228,333
Amortization (includes amortization of deferred financing costs and discounts of $9,001 and $8,208 for the six months ended June 30, 2020 and 2019, respectively)	108,807			106,689
Intangible impairments (see Note 2.b.)	23,000			—
Revenue reduction associated with amortization of customer inducements and above- and below-market leases	5,248			7,178
Stock-based compensation expense	26,672			21,020
(Benefit) provision for deferred income taxes	(2,413		)	2,753
Loss on early extinguishment of debt	17,040			—
(Gain) loss on disposal/write-down of property, plant and equipment, net	(2,330		)	(7,803		)
Foreign currency transactions and other, net	(30,555		)	(7,505		)
(Increase) decrease in assets	(10,794		)	(53,038		)
Increase (decrease) in liabilities	19,992			9,281
Cash Flows from Operating Activities - Continuing Operations	439,074			429,731
Cash Flows from Operating Activities - Discontinued Operations	—			—
Cash Flows from Operating Activities	439,074			429,731
Cash Flows from Investing Activities:
Capital expenditures	(200,158		)	(367,131		)
Cash paid for acquisitions, net of cash acquired	(118,512		)	(44,651		)
Acquisition of customer relationships	(2,885		)	(33,375		)
Customer inducements	(6,970		)	(5,841		)
Contract fulfillment costs and third-party commissions	(18,738		)	(51,346		)
Investments in joint venture	(6,850		)	(19,222		)
Proceeds from sales of property and equipment and other, net	9,902			46,832
Cash Flows from Investing Activities - Continuing Operations	(344,211		)	(474,734		)
Cash Flows from Investing Activities - Discontinued Operations	—			5,061
Cash Flows from Investing Activities	(344,211		)	(469,673		)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	(5,691,163		)	(2,602,922		)
Proceeds from revolving credit facility, term loan facilities and other debt	5,426,057			2,998,107
Early redemption of senior notes, including call premium	(1,111,986		)	—
Net proceeds from sales of senior notes	2,376,000			—
Debt repayment and equity distribution to noncontrolling interests	(1,685		)	(999		)
Parent cash dividends	(359,461		)	(353,357		)
Net (payments) proceeds associated with employee stock-based awards	(2,030		)	(1,727		)
Payment of debt financing costs and other	(18,820		)	—
Cash Flows from Financing Activities - Continuing Operations	616,912			39,102
Cash Flows from Financing Activities - Discontinued Operations	—			—
Cash Flows from Financing Activities	616,912			39,102
Effect of Exchange Rates on Cash and Cash Equivalents	1,850			(2,649		)
Increase (decrease) in Cash and Cash Equivalents	713,625			(3,489		)
Cash and Cash Equivalents, including Restricted Cash, Beginning of Period	193,555			165,485
Cash and Cash Equivalents, including Restricted Cash, End of Period	$	907,180		$	161,996

Supplemental Information:
Cash Paid for Interest	$	225,676		$	201,602
Cash Paid for Income Taxes, Net	$	1,798		$	38,302
Non-Cash Investing and Financing Activities:
Financing Leases (see Note 2.e.)	$	26,546		$	13,662
Accrued Capital Expenditures	$	50,831		$	66,154
Fair Value of Investments Applied to Acquisitions (see Note 4)	$	27,276		$	—
Accrued Purchase Price and Other Holdbacks	$	—		$	2,394
Dividends Payable	$	185,414		$	181,731

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

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(1)~~1. General

The interim condensed consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") ~~provide~~, help organizations around the world protect their information, reduce storage rental costs, comply with regulations, facilitate corporate disaster recovery, and better use their information and information technology ("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 ~~wholesale~~opportunistic hyperscale data center ~~space that help organizations in various locations throughout North America, Europe, Latin America, Asia and Africa.~~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 regulatory compliance, and disaster recovery requirements. We provide secure and reliable data center facilities to protect digital information and ensure the continued operation of our customers’ ~~information technology ("IT")~~IT infrastructure, with reliable and flexible deployment ~~options, including both colocation and wholesale space.~~options.

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The Condensed Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, ~~2018~~2019 included in our Annual Report on Form 10-K filed with the SEC on February ~~14, 2019~~13, 2020 (our "Annual Report").

In October 2019, we announced our global program designed to better position us for future growth and achievement of our strategic objectives (“Project Summit”). The activities associated with Project Summit began in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. See Note 10.

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

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

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

~~(2)~~

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

2. Summary of Significant Accounting Policies

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

a. Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on hand and cash invested in highly liquid short-term securities, which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value.

At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had ~~$8,057~~$6,429 and ~~$15,141,~~$4,865, respectively, of restricted cash held by certain financial institutions related to bank ~~guarantees.~~guarantees and required cash collateral.

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(2) Summary of Significant Accounting Policies (Continued)~~

b. Goodwill and Other Intangible Assets and Liabilities

Goodwill

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

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

The goodwill associated with acquisitions completed during the first ~~nine~~six months of ~~2019~~2020 (which are described in Note 4) has been incorporated into our reporting units as they existed as of December 31, ~~2018.~~2019. There were no other changes to the composition of our reporting units for the six months ended June 30, 2020.

Since December 31, 2019, there have been no changes to our accounting polices related to the accounting for goodwill. As of December 31, 2019, no factors were identified that would alter our October 1, 2019 goodwill impairment analysis. During the first quarter of 2020, we concluded that we had a triggering event related to our Fine Arts reporting unit, requiring us to perform an interim goodwill impairment test. The ~~changes in~~primary factor contributing to our conclusion was the expected impact of the COVID-19 pandemic to this particular business and its customers and revenue sources, which caused us to believe it was more likely than not that the carrying value of our Fine Arts reporting unit exceeded its fair value. During the first quarter of 2020, we performed an interim goodwill ~~attributable~~impairment test for our Fine Arts reporting unit utilizing a discounted cash flow model, with updated assumptions on future revenues, operating expenditures and capital expenditures. As a result of the interim goodwill impairment test, we concluded that the fair value of our Fine Arts reporting unit was less than its carrying value, and, therefore, we recorded a $23,000 impairment charge on the goodwill associated with this reporting unit during the first quarter of 2020. The remaining goodwill for this reporting unit subsequent to ~~each reportable operating segment for~~ the ~~nine months ended September 30, 2019~~impairment charge was approximately $15,000. Factors that may impact these assumptions include, but are not limited to: (i) our ability to maintain, or grow, storage rental and service revenues in line with current expectations and (ii) our ability to manage our fixed and variable costs in line with potential future revenue declines. Additionally, we concluded that, as ~~follows:~~of March 31, 2020, we did not have a triggering event requiring an interim impairment test on the goodwill associated with our other reporting units.

North American
Records and Information
Management
Business North American
Data
Management
Business
Western
European Business
Other International Business Global Data Center Business Corporate and Other Business Total
Consolidated
Goodwill balance, net of accumulated amortization as of December 31, 2018 $ 2,251,795
$ 493,491
$ 381,806
$ 818,223
$ 425,956
$ 69,759
$ 4,441,030
Deductible goodwill acquired during the year 5,109
—
675
10,333
—
—
16,117
Non-deductible goodwill acquired during the year —
—
5,011
4,638
—
1,904
11,553
Fair value and other adjustments(1) 55
—
(1,012 ) 1,321
258
(417 ) 205
Currency effects 5,501
1,495
(15,717 ) (32,461 ) (5,182 ) (546 ) (46,910 )
Goodwill balance, net accumulated amortization as of September 30, 2019 $ 2,262,460
$ 494,986
$ 370,763
$ 802,054
$ 421,032
$ 70,700
$ 4,421,995
Accumulated Goodwill Impairment Balance as of December 31, 2018 $ 85,909
$ —
$ 46,500
$ —
$ —
$ 3,011
$ 135,420
Accumulated Goodwill Impairment Balance as of September 30, 2019 $ 85,909
$ —
$ 46,500
$ —
$ —
$ 3,011
$ 135,420
During the second quarter of 2020, no factors were identified that would alter our interim goodwill impairment analysis performed during the first quarter of 2020, or change the conclusions reached at that time. However, the duration and severity of the COVID-19 pandemic, as well as the related economic impact on both our business and the businesses of our customers, remain uncertain as of the filing of this Quarterly Report. Any material adverse changes to our businesses that negatively impact their fair values could result in future goodwill impairments.


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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

The changes in the carrying value of goodwill attributable to each reportable operating segment for the six months ended June 30, 2020 are as follows:



	Global RIM Business			Global Data Center Business		Corporate and Other Business			Total Consolidated
Goodwill balance, net of accumulated amortization as of December 31, 2019	$	3,942,901		$	424,568	$	117,740		$	4,485,209
Non-deductible goodwill acquired during the year	48,775			—		—			48,775
Goodwill impairment	—			—		(23,000		)	(23,000		)
Fair value and other adjustments(1)	(3,885		)	—		403			(3,482		)
Currency effects	(85,887		)	158		(711		)	(86,440		)
Goodwill balance, net accumulated amortization as of June 30, 2020	$	3,901,904		$	424,726	$	94,432		$	4,421,062
Accumulated Goodwill Impairment Balance as of December 31, 2019	$	132,409		$	—	$	3,011		$	135,420
Accumulated Goodwill Impairment Balance as of June 30, 2020	$	132,409		$	—	$	26,011		$	158,420


(1)	Total fair value and other adjustments include $(3,925) in net adjustments primarily related to customer relationships and racking and cash paid for acquisitions completed in 2019 of $443.

Finite-lived Intangible Assets and Liabilities

Finite-lived intangible assets and liabilities are primarily comprised of customer relationship intangible assets, customer inducements and data center intangible assets and liabilities (which include data center in-place lease intangible assets, data center tenant relationship intangible assets, data center above-market in-place lease intangible assets and data center below-market in-place lease intangible assets).liabilities. Since December 31, ~~2018,~~2019, there have been no changes to our accounting policies related to the accounting for any of our finite-lived intangible assets and liabilities as disclosed in Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report.

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

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


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

~~(2)~~

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

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

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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

The gross carrying amount and accumulated amortization of our finite-lived intangible assets as of June 30, 2020 and December 31, 2019 are as follows:



	June 30, 2020							December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Assets:
Customer relationship intangible assets	$	1,764,106	$	(582,954	)	$	1,181,152	$	1,751,848	$	(544,721	)	$	1,207,127
Customer inducements	54,485		(28,706		)	25,779		52,718		(29,397		)	23,321
Data center lease-based intangible assets(1)	265,491		(126,140		)	139,351		265,945		(103,210		)	162,735
Third-party commissions asset(2)	36,030		(6,460		)	29,570		31,708		(4,134		)	27,574
	$	2,120,112	$	(744,260	)	$	1,375,852	$	2,102,219	$	(681,462	)	$	1,420,757
Liabilities:
Data center below-market leases	$	12,751	$	(4,884	)	$	7,867	$	12,750	$	(3,937	)	$	8,813


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

(2)

Third-party commissions asset is included in Other, a component of Other assets, net in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019. The third-party commissions asset is primarily comprised of additional payments associated with the execution of future customer contracts through the one-year anniversary of the acquisition of IO Data Centers, LLC ("IODC").

Amortization expense associated with finite-lived intangible assets, revenue reduction associated with the amortization of customer inducements and ~~net~~ revenue reduction associated with the amortization of data center above-market leases and data center below-market leases for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019
Amortization expense included in depreciation and amortization associated with:
Customer relationship and customer inducement intangible assets	$	29,064	$	26,782	$	85,228	$	84,401	$	29,966	$	28,283	$	56,730	$	56,164
Data center in-place leases and tenant relationships	11,356		12,036		35,337		30,437		10,379		11,372		21,732		23,981
Third-party commissions asset and other finite-lived intangible assets	2,515		642		5,456		3,486		1,758		2,184		4,121		2,941
Revenue reduction associated with amortization of:
Customer inducements	$	2,303	$	3,229	$	7,641	$	8,782
Permanent withdrawal fees									$	2,348	$	2,598	$	4,813	$	5,338
Data center above-market leases and data center below-market leases	936		1,276		2,776		3,648		218		935		435		1,840

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

c. Revenues

Since December 31, ~~2018,~~2019, there have been no changes to our accounting policies related to the accounting for revenues as disclosed in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.

The costs of the initial intake of customer records into physical storage ("Intake Costs") and capitalized commissions asset (collectively, "Contract Fulfillment Costs") as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are as follows:


		September 30, 2019							December 31, 2018								June 30, 2020							December 31, 2019
Description	Location in Balance Sheet	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Location in Balance Sheet	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intake Costs asset	Other (within Other Assets, Net)	$	37,938	$	(20,974	)	$	16,964	$	39,748	$	(24,504	)	$	15,244	Other (within Other Assets, Net)	$	39,798	$	(23,467	)	$	16,331	$	41,224	$	(23,579	)	$	17,645
Capitalized commissions asset	Other (within Other Assets, Net)	56,585		(21,933		)	34,652		58,424		(34,637		)	23,787		Other (within Other Assets, Net)	67,752		(25,828		)	41,924		68,008		(27,178		)	40,830

Amortization expense associated with the Intake Costs asset and capitalized commissions asset for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019
Intake Costs asset	$	2,250	$	2,294	$	7,764	$	7,915	$	2,802	$	2,835	$	5,581	$	5,514
Capitalized commissions asset	4,224		3,053		14,105		10,433		6,017		5,935		11,642		9,881

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



Description	Location in Balance Sheet	June 30, 2020		December 31, 2019
Deferred revenue - Current	Deferred revenue	$	252,034	$	274,036
Deferred revenue - Long-term	Other Long-term Liabilities	34,813		36,029

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 ASU 2016-02. Since December 31, 2019, there have been no changes to our accounting policies related to the accounting for our lessor revenue as disclosed in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report. Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the three and six months ended June 30, 2020 and 2019 are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Storage rental revenue(1)	$	63,812	$	60,582	$	128,407	$	120,300


(1)	Revenue associated with power and connectivity included within storage rental revenue was $11,540 and $22,953 for the three and six months ended June 30, 2020, respectively, and $9,912 and $19,030 for the three and six months ended June 30, 2019, respectively.

1314

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

~~Deferred revenue liabilities are reflected as follows in our Condensed Consolidated Balance Sheets:~~d. Accounts Receivable

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

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure credit losses on most financialassets. The standard eliminates the probable initial recognition of estimated losses and provides a forward-lookingexpected credit loss model for accounts receivable, loans and other financial instruments.

~~Data Center Lessor Considerations~~Prior to our adoption of ASU 2016-13, we maintained an allowance for doubtful accounts for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. When calculating the allowance, we considered our past loss experience, current and prior trends in our aged receivables and credit memo activity, current economic conditions, and specific circumstances of individual receivable balances. If the financial condition of our customers were to significantly change, resulting in a significant improvement or impairment of their ability to make payments, an adjustment of the allowance might have been required. Additionally, we write off uncollectible balances as circumstances warrant, generally, no later than one year past due.

Our data center business features storage rental provided to customers at contractually specified rates over a fixed contractual period. Prior to January 1, 2019, our data center revenue contracts were accounted for in accordance with Accounting Standards Codification (“ASC”) No. 840, ~~Leases~~ ~~("ASC 840").~~ On January 1, ~~2019,~~2020 we adopted ASU ~~2016-02, as described in more detail in Note 2.d. Beginning~~2016-13 on ~~January 1, 2019, our data center revenue contracts are accounted~~a modified retrospective basis for in accordance with ASU 2016-02. ASU 2016-02 provides a practical expedient which allows lessors to account for nonlease components (such as power and connectivity, in the case of our data center business) with the related lease component if both the timing and pattern of transfer are the same for nonlease components and the lease component, and the lease component would be classified as an operating lease.all financial assets measured at amortized cost. The ~~single combined component is accounted for under ASU 2016-02 if the lease component is the predominant component and is accounted for under ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ ("ASU 2014-09"), if the nonlease components are the predominant components. We have elected to take this practical expedient. Storage rental revenue associated with our data center business was approximately $62,000 and $182,300 for the three and nine months ended September 30, 2019, respectively, which includes approximately $12,000 and $31,000 of revenue associated with power and connectivity for the three and nine months ended September 30, 2019, respectively. The revenue related to the service component of our data center business remains unchanged from the adoption of ASU ~~2016-02~~2016-13 did not result in a material impact on our consolidated financial statements. In accordance with the guidance in ASU 2016-13, we now calculate and monitor our allowance considering future potential economic and macroeconomic conditions and reasonable and supportable forecasts for expected future collectability of our outstanding receivables, in addition to the factors identified above. Our considerations when calculating our allowance include, but are not limited to, the following: the location of our businesses, the composition of our customer base, our product and service lines, potential future economic unrest, and potential future macroeconomic factors, including natural disasters and any impacts associated with the COVID-19 pandemic, such as bankruptcy of, and increased collectability risk from, some of our customers. Continued adjustments will be made should there be any material change to reasonable and supportable forecasts that may impact our likelihood of collection, as it becomes evident, including the effects of the COVID-19 pandemic. Our financial assets measured at amortized cost that potentially subject us to credit risk consist predominantly of our accounts receivable. Our highly diverse global customer base, with no single customer accounting for more than 1% of revenue during the six months ended June 30, 2020, limits our exposure to concentration of credit risk. However, the COVID-19 pandemic is ~~recognized in~~impacting numerous industries and geographies globally. We continue to monitor the ~~period~~credit worthiness of our customers, customer payment trends and the ~~related services are provided. Our accounting treatment for data center revenue was not significantly impacted by~~adequacy of our bad debt allowance as the ~~adoption of ASU 2016-02.~~pandemic continues.

The ~~future minimum lease payments we expect to receive under non-cancellable data center operating leases,~~rollforward of allowance for ~~which we are the lessor, excluding month to month leases,~~doubtful accounts and credit memo reserves for the ~~next five years are~~six months ended June 30, 2020 is as follows:

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



	Allowance for Doubtful Accounts and Credit Memo Reserves
Balance at December 31, 2019	$	42,856
Credit memos charged to revenue	28,320
Allowance for bad debts charged to expense	21,176
Deductions and other(1)	(38,958		)
Balance at June 30, 2020	$	53,394

~~d. Leases~~


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

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

1415

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

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

We ~~adopted ASU 2016-02~~lease facilities for certain of our warehouses, data centers and office space. We also have land leases, including those on ~~January 1,~~which certain of our facilities are located. Since December 31, 2019 ~~on a modified retrospective basis under which we recognized and measured leases existing at, or entered into after, the beginning of the period of adoption. Therefore, we applied ASC 840~~there have been no changes to ~~all earlier comparative periods (prior~~our accounting policies related to the ~~adoption of ASU 2016-02), including disclosures, and recognized the effects of applying ASU 2016-02~~accounting for leases as ~~a cumulative-effect adjustment~~disclosed in Note 2.m. to ~~(Distributions in excess of earnings) Earnings in excess of distributions as of January 1, 2019, the effective date of the standard. As such, the comparative Condensed~~Notes to Consolidated Balance Sheet as of December 31, 2018 has not been restated to reflect the adoption of ASU 2016-02. Accordingly, the majority of the amount presented as deferred rent liabilities on our Consolidated Balance Sheet as of December 31, 2018 is nowFinancial Statements included in ~~the calculation of operating lease right-of-use assets and any remaining amounts are now classified within other liability line items on~~ our Condensed Consolidated Balance Sheet as of September 30, 2019. The transition guidance associated with ASU 2016-02 also permitted certain practical expedients. We elected the "package of 3" practical expedients permitted under the transition guidance which, among other things, allowed us to carryforward our historical lease classifications. We also adopted an accounting policy which provides that leases with an initial term of 12 months or less will not be included within the lease right-of-use assets and lease liabilities recognized on our Condensed Consolidated Balance Sheets after the adoption of ASU 2016-02. We will continue to recognize the lease payments for those leases with an initial term of 12 months or less in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term.

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

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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(2) Summary of Significant Accounting Policies (Continued)~~

Annual Report.

Operating and financing lease right-of-use assets and lease liabilities as of ~~September~~June 30, ~~2019~~2020 and ~~January 1,~~December 31, 2019 ~~(date of adoption of ASU 2016-02)~~ are as follows:


Description	Location in Balance Sheet	September 30, 2019		January 1, 2019 (Date of Adoption of ASU 2016-02)		Location in Balance Sheet	June 30, 2020		December 31, 2019
Assets:
Operating lease right-of-use assets(1)	Operating lease right-of-use assets	$	1,765,496	$	1,825,721	Operating lease right-of-use assets	$	1,947,665	$	1,869,101
Financing lease right-of-use assets, net of accumulated depreciation(2)	Property, Plant and Equipment, Net	327,264		361,078		Property, Plant and Equipment, Net	310,964		327,215
Total		$	2,092,760	$	2,186,799		$	2,258,629	$	2,196,316
Liabilities:
Current
Operating lease liabilities	Accrued expenses and other current liabilities	$	216,176	$	209,911	Accrued expenses and other current liabilities	$	232,926	$	223,249
Financing lease liabilities	Current portion of long-term debt	47,112		50,437		Current portion of long-term debt	43,582		46,582
Total current lease liabilities		263,288		260,348			276,508		269,831
Long-term
Operating lease liabilities	Long-term Operating Lease Liabilities, net of current portion	1,626,907		1,685,771		Long-term Operating Lease Liabilities, net of current portion	1,802,494		1,728,686
Financing lease liabilities	Long-term Debt, net of current portion	318,986		350,263		Long-term Debt, net of current portion	313,418		320,600
Total long-term lease liabilities		1,945,893		2,036,034			2,115,912		2,049,286
Total		$	2,209,181	$	2,296,382		$	2,392,420	$	2,319,117

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

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


(1)	At June 30, 2020 and December 31, 2019, these assets are comprised of approximately 99% real estate related assets (which include land, buildings and racking) and 1% non-real estate related assets (which include warehouse equipment, vehicles, furniture and fixtures and computer hardware and software).


(2)	At June 30, 2020, these assets are comprised of approximately 70% real estate related assets and 30% non-real estate related assets. At December 31, 2019, these assets are comprised of approximately 69% real estate related assets and 31% non-real estate related assets.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

The components of the lease expense for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 are as follows:


							Three Months Ended June 30,				Six Months Ended June 30,
Description	Location in Statement of Operations	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019		Location in Statement of Operations	2020		2019		2020		2019
Operating lease cost(1)	Cost of sales and Selling, general and administrative	$	114,727	$	343,282
Operating lease cost:						Cost of sales	$	116,448	$	110,441	$	236,763	$	216,335
						Selling, general and administrative	2,829		2,951		5,803		6,236
Total operating lease cost(1)							$	119,277	$	113,392	$	242,566	$	222,571
Financing lease cost:
Depreciation of financing lease right-of-use assets	Depreciation and amortization	$	14,679	$	45,950	Depreciation and amortization	$	12,567	$	14,942	$	25,522	$	31,271
Interest expense for financing lease liabilities	Interest Expense, Net	4,905		15,972		Interest Expense, Net	4,929		4,925		9,773		11,067
Total financing lease cost		$	19,584	$	61,922		$	17,496	$	19,867	$	35,295	$	42,338

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

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

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



(1)	~~Remaining Lease Term~~
~~Operating leases~~	~~11.0 Years~~
~~Financing leases~~	~~11.0 Years~~
	~~Discount Rate~~
~~Operating leases~~	~~7.1~~	%
~~Financing leases~~	~~5.6~~	%Total operating lease cost includes variable lease costs of $26,996 and $54,801 for the three and six months ended June 30, 2020, respectively, and $23,847 and $46,610 for the three and six months ended June 30, 2019, respectively.

Other than the lease agreement entered into during the fourth quarter of 2019 in the United Kingdom for a facility that is currently under construction, as disclosed in Note 2.m. to Notes to Consolidated Financial Statement included in our Annual Report, we do not have any material operating or financing leases that are signed but have not yet commenced as of June 30, 2020. In addition, as of June 30, 2020, we do not have any operating or financing leases with related parties that are material to our consolidated financial statements.

Other information: Supplemental cash flow information relating to our leases for the six months ended June 30, 2020 and 2019 is as follows:



	Six Months Ended June 30,
Cash paid for amounts included in measurement of lease liabilities:	2020		2019
Operating cash flows used in operating leases	$	178,011	$	167,426
Operating cash flows used in financing leases (interest)	9,773		11,067
Financing cash flows used in financing leases	23,953		31,146
Non-cash items:
Operating lease modifications and reassessments	$	76,764	$	14,024
New operating leases (including acquisitions)	123,860		87,482
New financing leases, modifications and reassessments	26,546		13,662

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

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

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

$ 366,098

f. Stock-Based Compensation

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

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

~~(1)~~

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


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

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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(2) Summary of Significant Accounting Policies (Continued)~~

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

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

~~e. Stock-Based Compensation~~

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

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

Stock-based compensation expense for Employee Stock-Based Awards for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 was $7,120 ($6,632 after tax or $0.02 per basic and diluted share) and $28,140 ($26,216 after tax or $0.09 per basic and diluted share), respectively, and for the three and nine months ended September 30, 2018 was $7,279 ($6,734 after tax or $0.02 per basic and diluted share) and $23,352 ($21,599 after tax or $0.08 per basic and diluted share), respectively. is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Stock-based compensation expense	$	20,145	$	12,501	$	26,672	$	21,020
Stock-based compensation expense, after tax	$	18,716	$	11,649	$	24,781	$	19,585
Stock-based compensation expense, after tax (per basic share)	$	0.06	$	0.04	$	0.09	$	0.07
Stock-based compensation expense, after tax (per diluted share)	$	0.06	$	0.04	$	0.09	$	0.07

The substantial majority of the stock-based compensation expense for Employee Stock-Based Awards is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of ~~September~~June 30, ~~2019,~~2020, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was ~~$50,152~~$57,955 and is expected to be recognized over a weighted-average period of ~~1.9~~2.0 years.

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(2) Summary of Significant Accounting Policies (Continued)~~

Stock Options

A summary of stock option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 is as follows:



	Stock Options
Outstanding at December 31, ~~2018~~2019	~~4,271,834~~4,835,721
Granted	~~920,706~~589,993
Exercised	(~~236,704~~199,627	)
Forfeited	(~~13,542~~127,266	)
Expired	(~~16,715~~185,677	)
Outstanding at ~~September~~June 30, ~~2019~~2020	~~4,925,579~~4,913,144
Options exercisable at ~~September~~June 30, ~~2019~~2020	~~3,128,621~~3,579,301
Options expected to vest	~~1,716,446~~1,275,624

~~Restricted Stock Units~~

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

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

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



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

~~Performance Units~~

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

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

2018

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

Restricted Stock Units

The fair value of RSUs vested during the three and six months ended June 30, 2020 and 2019 is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Fair value of RSUs vested	$	3,266	$	2,375	$	21,645	$	17,710

A summary of RSU activity for the six months ended June 30, 2020 is as follows:



	RSUs
Non-vested at December 31, 2019	1,203,599
Granted	1,017,849
Vested	(648,321	)
Forfeited	(123,680	)
Non-vested at June 30, 2020	1,449,447
RSUs expected to vest	1,439,946

Performance Units

The fair value of earned PUs that vested during the three and six months ended June 30, 2020 and 2019 is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Fair value of earned PUs that vested	$	161	$	—	$	11,051	$	6,503

A summary of PU activity for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 is as follows:


	Original PU Awards		PU Adjustment(1)		Total PU Awards		Original PU Awards		PU Adjustment(1)		Total PU Awards
Non-vested at December 31, 2018	967,049		(299,948	)	667,101
Non-vested at December 31, 2019							1,113,691		(314,798	)	798,893
Granted	380,856		—		380,856		425,777		—		425,777
Vested	(202,141	)	—		(202,141	)	(275,972	)	—		(275,972	)
Forfeited/Performance or Market Conditions Not Achieved	(13,898	)	(14,850	)	(28,748	)	(113,867	)	(4,710	)	(118,577	)
Non-vested at September 30, 2019	1,131,866		(314,798	)	817,068
Non-vested at June 30, 2020							1,149,629		(319,508	)	830,121


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

As of ~~September~~June 30, ~~2019,~~2020, we expected ~~100%, 50% and~~ 100% achievement of each of the predefined revenue, return on invested capital and Adjusted EBITDA (as defined in Note 7)6) targets associated with the awards of PUs made in 2020, 2019 ~~2018~~ and ~~2017, respectively.~~2018.

2119

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

f.g. Income (Loss) Per Share—Basic and Diluted

Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, RSUs, PUs, warrants or ~~PUs)~~convertible securities) that were outstanding during the period, unless the effect is antidilutive.

The calculation of basic and diluted income (loss) per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:

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

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

Earnings (losses) per share—basic:

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

Earnings (losses) per share—diluted:

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

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020		2019
(Loss) income from continuing operations	$	(7,113	)	$	92,347	$	57,779	$	122,823
Less: Net (loss) income attributable to noncontrolling interests	(27		)	34		890		925
(Loss) income from continuing operations (utilized in numerator of Earnings Per Share calculation)	(7,086		)	92,313		56,889		121,898
Income (loss) from discontinued operations, net of tax	—			128		—		104
Net (loss) income attributable to Iron Mountain Incorporated	$	(7,086	)	$	92,441	$	56,889	$	122,002

Weighted-average shares—basic	288,071,000			286,925,000		287,955,000		286,727,000
Effect of dilutive potential stock options	—			148,629		35,706		190,016
Effect of dilutive potential RSUs and PUs	—			407,659		309,911		570,040
Weighted-average shares—diluted	288,071,000			287,481,288		288,300,617		287,487,056

(Losses) earnings per share—basic:
(Loss) income from continuing operations	$	(0.02	)	$	0.32	$	0.20	$	0.43
Income (loss) from discontinued operations, net of tax	—			—		—		—
Net (loss) income attributable to Iron Mountain Incorporated(1)	$	(0.02	)	$	0.32	$	0.20	$	0.43

(Losses) earnings per share—diluted:
(Loss) income from continuing operations	$	(0.02	)	$	0.32	$	0.20	$	0.42
Income (loss) from discontinued operations, net of tax	—			—		—		—
Net (loss) income attributable to Iron Mountain Incorporated(1)	$	(0.02	)	$	0.32	$	0.20	$	0.42

Antidilutive stock options, RSUs and PUs, excluded from the calculation	6,836,239			5,004,112		6,174,977		4,494,637

~~(1) Columns may not foot due to rounding.~~


(1)	Columns may not foot due to rounding.

2220

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

g.h. Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our estimate of the effective tax rates for the years ending December 31, 2019 and 2018 reflect the impact of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Legislation”). See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the impact the Tax Reform Legislation had on us. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries ("QRSs") and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.

Our effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2020(1)		2019(2)		2020(2)		2019(2)
Effective Tax Rate	—	%	10.3	%	25.1	%	14.7	%


(1)	For the three months ended June 30, 2020, we had a provision for income taxes of $9,683 and income from continuing operations before provision for income taxes of $2,570; as such, our effective tax rate is not meaningful.

(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~~six months ended ~~September~~June 30, ~~2019~~2020 and for the three and six months ended ~~September~~June 30, ~~2018~~2019 were the benefit derived from the dividends paid deduction and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.

~~(2)~~

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

~~h. Fair Value Measurements~~

Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

~~The three levels of the fair value hierarchy are as follows:~~

~~Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.~~

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

~~Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.~~

2321

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

i. Fair Value Measurements

Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy as disclosed in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report.

The assets and liabilities carried at fair value measured on a recurring basis as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018, respectively,~~2019 are as follows:


			Fair Value Measurements at September 30, 2019 Using										Fair Value Measurements at June 30, 2020 Using
Description	Total Carrying Value at September 30, 2019		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)		Total Carrying Value at June 30, 2020		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	30,123	$	—		$	30,123		$	—	$	763,780	$	—		$	763,780		$	—
Trading Securities	9,996		9,540		(2)	456		(3)	—		10,988		10,504		(2)	484		(3)	—
Derivative Assets(4)	1,972		—			1,972			—		3,326		—			3,326			—
Derivative Liabilities(4)	12,046		—			12,046			—		24,404		—			24,404			—


			Fair Value Measurements at December 31, 2018 Using										Fair Value Measurements at December 31, 2019 Using
Description	Total Carrying Value at December 31, 2018		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)		Total Carrying Value at December 31, 2019		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Time Deposits(1)	$	956	$	—		$	956		$	—
Money Market Funds(1)											$	13,653	$	—		$	13,653		$	—
Trading Securities	10,753		10,248		(2)	505		(3)	—		10,732		10,168		(2)	564		(3)	—
Derivative Assets(4)	93		—			93			—
Derivative Liabilities(4)	973		—			973			—		9,756		—			9,756			—


(1)	Money market funds ~~and time deposits~~ are measured based on quoted prices for similar assets and/or subsequent transactions. See Note 5 for additional information regarding our temporary investment in money market funds as of June 30, 2020.


(2)	~~Certain~~These trading securities are measured at fair value using unadjusted quoted market ~~prices.~~prices in active markets for identical assets that we have the ability to access at the measurement date.


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

(4)

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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. There were no material items that are measured at fair value on a non-recurring basis at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, other than (i) those disclosed in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report, (ii) those acquired in acquisitions that occurred during the ~~nine~~six months ended ~~September~~June 30, ~~2019 and our initial investment in Makespace LLC (as disclosed~~2020, as described in Note ~~10)~~4, and (iii) the Fine Arts reporting unit, as described in Note 2.b., all of which are based on Level 3 inputs.

The fair value of our long-term debt, which ~~was~~is determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note ~~5. Long-term debt~~5 and is measured at cost in our Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

j. Investments

During 2019, we contributed our customer contracts and certain intellectual property and other assets, including $20,000 in cash consideration (gross of certain transaction expenses), to MakeSpace Labs, Inc. to form a joint venture entity (the “MakeSpace JV”), a consumer storage services provider (the “Consumer Storage Transaction”). We account for our investment in the MakeSpace JV as an equity method investment, which is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019.

In the second quarter of 2020, we committed to participate in a round of equity funding for the MakeSpace JV whereby we willcontribute $36,000 of the $45,000 being raised (the “Additional Investment”). Our firstcontribution of the Additional Investment of $7,000 was made in May 2020 (the “First Installment”). We will make the remainingcontributions in quarterly installments through October 2021. After the First Installment, our equity interest in the MakeSpace JV increased to approximately 37%. After completion of the Additional Investment, we expect our equity interest in the MakeSpace JV will be approximately 46%. The carrying value of our investment in the MakeSpace JV at June 30, 2020 and December 31, 2019 was$17,674 and $18,570, respectively.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

k. Accumulated Other Comprehensive Items, Net

The changes in accumulated other comprehensive items, net for the three and six months ended June 30, 2020 and 2019 are as follows:



	Three Months Ended June 30, 2020									Six Months Ended June 30, 2020
	Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total			Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total
Beginning of Period	$	(475,130	)	$	(18,118	)	$	(493,248	)	$	(252,825	)	$	(9,756	)	$	(262,581	)
Other comprehensive income (loss):
Foreign currency translation adjustment	68,686			—			68,686			(153,619		)	—			(153,619		)
Change in fair value of derivative instruments	—			(2,961		)	(2,961		)	—			(11,323		)	(11,323		)
Total other comprehensive income (loss)	68,686			(2,961		)	65,725			(153,619		)	(11,323		)	(164,942		)
End of Period	$	(406,444	)	$	(21,079	)	$	(427,523	)	$	(406,444	)	$	(21,079	)	$	(427,523	)



	Three Months Ended June 30, 2019									Six Months Ended June 30, 2019
	Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total			Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Total
Beginning of Period	$	(247,313	)	$	(3,647	)	$	(250,960	)	$	(264,691	)	$	(973	)	$	(265,664	)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(5,930		)	—			(5,930		)	11,448			—			11,448
Change in fair value of derivative instruments	—			(4,931		)	(4,931		)	—			(7,605		)	(7,605		)
Total other comprehensive (loss) income	(5,930		)	(4,931		)	(10,861		)	11,448			(7,605		)	3,843
End of Period	$	(253,243	)	$	(8,578	)	$	(261,821	)	$	(253,243	)	$	(8,578	)	$	(261,821	)

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

Consolidated gain on disposal/write-down of property, plant and equipment, net, for the six months ended June 30, 2019 was $7,803. The gain for the six months ended June 30, 2019 primarily consisted of gains associated with the sale of certain land and buildings in the United Kingdom of approximately $36,000 in the second quarter of 2019. These gains were partially offset by losses primarily associated with (i) an impairment charge on the assets associated with the select offerings within our Iron Mountain Iron Cloud portfolio of approximately $24,000 and (ii) the write-down of certain property, plant and equipment in our Global RIM (as defined in Note 6) Business segment of approximately $3,100.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

~~i. Accumulated~~m. Other ~~Comprehensive Items,~~Expense (Income), Net

~~The changes in accumulated other comprehensive items,~~

Other expense (income), net for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~respectively, are as follows:~~consists of the following:

Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Foreign
Currency
Translation
Adjustments Change in Fair Value of Derivative Instruments Total Foreign
Currency
Translation
Adjustments Change in Fair Value of Derivative Instruments Total
Beginning of Period $ (253,243 ) $ (8,578 ) $ (261,821 ) $ (264,691 ) $ (973 ) $ (265,664 )
Other comprehensive (loss) income:

Foreign currency translation adjustment (82,886 ) —
(82,886 ) (71,438 ) —
(71,438 )
Change in fair value of derivative instruments —
(1,496 ) (1,496 ) —
(9,101 ) (9,101 )
Total other comprehensive (loss) income (82,886 ) (1,496 ) (84,382 ) (71,438 ) (9,101 ) (80,539 )
End of Period $ (336,129 ) $ (10,074 ) $ (346,203 ) $ (336,129 ) $ (10,074 ) $ (346,203 )



	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020			2019
Foreign currency transaction losses (gains), net(1)	$	1,471	$	(19,331	)	$	(35,928	)	$	(1,634	)
Debt extinguishment expense(2)	17,040		—			17,040			—
Other, net(3)	7,189		4,139			1,862			1,652
Other Expense (Income), Net	$	25,700	$	(15,192	)	$	(17,026	)	$	18

(1)

The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, includes gains or losses related to (i) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined in Note 5) and (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested (as more fully discussed in Note 3).


(2)	Debt extinguishment expense relates to the call premium associated with the early redemption of the 6% Notes due 2023, as well as the write-off of unamortized deferred financing costs associated with the early redemption of the 4³/₈% Notes and the 6% Notes due 2023 (both as defined and described in Note 5).


(3)	Other, net for the six months ended June 30, 2020 is primarily comprised of losses on certain of our equity method investments, partially offset by a gain on our previously held 25% equity investment in OSG Records Management (Europe) Limited ("OSG"), as more fully discussed in Note 4.

n. New Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement of our financial assets and liabilities among the three levels of the fair value hierarchy. We adopted ASU 2018-13 on January 1, 2020. ASU 2018-13 did not have a material impact on our consolidated financial statements.

~~The changes in accumulated other comprehensive items, net~~In June 2016, the FASB issued ASU 2016-13. We adopted ASU 2016-13 on January 1, 2020 on a modified retrospective basis. See Note 2.d. for information regarding the ~~three and nine months ended September 30, 2018, respectively, are as follows:~~

Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018
Foreign
Currency
Translation
Adjustments Change in Fair Value of Derivative Instruments Total Foreign
Currency
Translation
Adjustments Change in Fair Value of Derivative Instruments Total
Beginning of Period $ (209,653 ) $ 2,203
$ (207,450 ) $ (103,989 ) $ —
$ (103,989 )
Other comprehensive (loss) income:

Foreign currency translation adjustment (22,790 ) —
(22,790 ) (128,454 ) —
(128,454 )
Change in fair value of derivative instruments —
1,980
1,980
—
4,183
4,183
Total other comprehensive (loss) income (22,790 ) 1,980
(20,810 ) (128,454 ) 4,183
(124,271 )
End of Period $ (232,443 ) $ 4,183
$ (228,260 ) $ (232,443 ) $ 4,183
$ (228,260 )

impact of the adoption of ASU 2016-13 on our consolidated financial statements.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2)~~2. Summary of Significant Accounting Policies (Continued)

~~j. Gain on Disposal/Write-Down of Property, Plant and Equipment, Net~~o. Change in Presentation

We have historically classified our significant acquisition costs which represent operating expenditures associated with (1) the acquisition of Recall Holdings Limited ("Recall") that we completed on May 2, 2016 (the "Recall Transaction"), including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT integration and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions; and (2) the advisory and professional fees to complete the acquisition of IODC (collectively, "Significant Acquisition Costs"), as components of Selling, general and administrative expenses and Cost of sales. Beginning in the fourth quarter of 2019, we present Significant Acquisition Costs as its own line item within Operating Expenses in our Condensed Consolidated ~~gain on disposal/write-down~~Statements of ~~property, plant and equipment, net,~~Operations. The prior periods have been conformed to this presentation.

The following table sets forth the effect of the change in presentation of Significant Acquisition Costs to certain line items of our Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019 was approximately $9,300 and $17,100, respectively.~~2019:



	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Cost of sales (excluding depreciation and amortization)	$	(1,293	)	$	(2,191	)
Selling, general and administrative	$	(608	)	$	(2,456	)
Significant Acquisition Costs	$	1,901		$	4,647

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

The gain for the nine months ended September 30, 2019 consisted primarily of gains associated with (i) a sale-leaseback transaction of 5 facilities in the United States of approximately $9,800 during the third quarter of 2019 and (ii) the sale of certain land and buildings in the United Kingdom of approximately $36,000 during the second quarter of 2019. These gainsThere were partially offset by losses primarily associated with (i) the impairment charge on the assets associated with the select offerings within our Iron Cloud portfolio, as described above, and (ii) the write-down of certain property, plant and equipment in our North American Records and Information Management Business of approximately $3,100.

~~k. Other (Income) Expense, Net~~

~~Other (income) expense, net~~no Significant Acquisition Costs for the three and ~~nine~~six months ended ~~September~~June 30, 2020 as all of the costs associated with the Recall Transaction and IODC were incurred as of December 31, 2019. Significant Acquisition Costs included in the accompanying Condensed Consolidated Statements of Operations by segment for the three and six months ended June 30, 2019 ~~and 2018 consists of the following:~~is as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Foreign currency transaction (gains) losses, net $ (18,251 )
$ 664
$ (19,885 )
$ 3,825
Other, net 4,836

(339 ) 6,488

(2,405 )
Other (Income) Expense, Net

$ (13,415 )
$ 325
$ (13,397 )
$ 1,420



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Global RIM Business	$	1,032	$	1,912
Global Data Center Business	124		267
Corporate and Other Business	745		2,468
Total Significant Acquisition Costs	$	1,901	$	4,647

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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(2) Summary of Significant Accounting Policies (Continued)~~

~~l. New Accounting Pronouncements~~

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

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

~~m. Correction in Presentation~~

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

~~n. Immaterial Restatement~~

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

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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(2) Summary of Significant Accounting Policies (Continued)~~

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

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

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

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

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

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

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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(3)~~3. Derivative Instruments and Hedging Activities

Derivative instruments we ~~entered into~~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) ~~and (iii) foreign exchange currency forward contracts (which are not designated as hedges)~~.

Interest Rate Swap Agreements Designated as Cash Flow Hedges

In March 2018, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. As of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had $350,000 in notional value of interest rate swap agreements outstanding, which expire in March 2022. Under the interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month LIBOR, in exchange for the payment of fixed interest rate payments (at the fixed interest rate specified in the interest rate swap agreements).

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

We have designated these interest rate swap agreements, including the forward-starting interest rate swap agreements, as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had a derivative liability of ~~$12,046~~$24,404 and ~~$973,~~$8,774, respectively, which was recorded as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheets. We have recorded the change in fair value of the interest rate swap agreements as a component of ~~accumulated~~Accumulated other comprehensive ~~income. We have recorded unrealized~~items, net in our Condensed Consolidated Balance Sheets.

Unrealized losses ~~of $3,468 and $11,073~~associated with these cash flow hedges for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~respectively. We have recorded unrealized gains of $1,980 and $4,183 for the three and nine months ended September 30, 2018, respectively.~~ are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Unrealized losses associated with cash flow hedges	$	898	$	4,931	$	15,630	$	7,605

As of ~~September~~June 30, ~~2019,~~2020, cumulative net losses of ~~$12,046~~$24,404 are recorded within ~~accumulated~~Accumulated other comprehensive items, net associated with these cash flow hedges.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

3. Derivative Instruments and Hedging Activities (Continued)

Net Investment Hedges

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

In August 2019, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $110,000 at an interest rate of 6.0% for approximately 99,055 Euros at a weighted average interest rate of approximately 3.65%. The cross-currency swap agreements, which expire in August 2023, are designated as a hedge of net investment against certain of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity. The cross-currency swaps are marked to market at each reporting period and any changes in fair value are recognized as a component of ~~accumulated~~Accumulated other comprehensive ~~income.~~items, net. Unrealized gains are recognized as assets while ~~unrecognized~~unrealized losses are recognized as liabilities. At ~~September~~June 30, ~~2019,~~2020, we had a derivative asset of ~~$1,972,~~$3,326, which was recorded as a component of Other within Other assets, net and at December 31, 2019, we had a derivative liability of $982, which was recorded as a component of Other long-term liabilities, net in our Condensed Consolidated Balance ~~Sheet, which represents~~Sheets. These amounts represent the fair value of the cross-currency swap agreements. ~~We have recorded unrealized gains of $1,972~~

Unrealized losses (gains) associated with these cross-currency swap agreements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020 is as follows:



	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Unrealized losses (gains) associated with cross-currency swaps	$	2,062	$	(4,308	)

~~Table~~As of ~~Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(3) Derivative Instruments and Hedging Activities (Continued)~~

June 30, 2020, cumulative net gains of $3,326 are recorded within Accumulated other comprehensive items, net associated with this net investment hedge.

b. Euro Notes Designated as a Hedge of Net Investment

In addition, we have designated a portion of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, we designated, on average, ~~279,821~~300,000 and 274,161 Euros, ~~of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2018, we designated, on average, 209,276 Euros~~respectively, of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we ~~recorded~~record foreign exchange ~~gains (losses) of $13,101 and $14,962 for the three and nine months ended September 30, 2019, respectively, and $2,139 and $6,761 for the three and nine months ended September 30, 2018, respectively,~~(gains) losses related to the change in fair value of such debt due to currency translation adjustments ~~which is~~as a component of ~~accumulated~~Accumulated other comprehensive items, net.

Foreign exchange losses (gains) associated with this hedge of net investment for the three and six months ended June 30, 2020 and 2019 is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Foreign exchange losses (gains) associated with net investment hedge	$	6,854	$	4,280	$	401	$	(1,861	)

As of ~~September~~June 30, ~~2019,~~2020, cumulative net gains of ~~$29,220,~~$19,860, net of tax, are recorded in ~~accumulated~~Accumulated other comprehensive items, net associated with this net investment hedge.

~~Foreign Exchange Currency Forward Contracts Not Designated as Hedges~~

We have entered into forward contracts to hedge our exposures associated with certain foreign currencies. We have not designated any of these forward contracts as hedges. Our policy is to record the fair value of each derivative instrument on a gross basis. As of September 30, 2019, we had 0 outstanding forward contracts. As of December 31, 2018, we had outstanding forward contracts to purchase 29,000 Euros and sell $33,374 United States dollars. At December 31, 2018, we had a derivative asset of $93 which was recorded as a component of Prepaid expenses and other in our Condensed Consolidated Balance Sheet. We recorded losses for our derivative instruments not recognized as hedging instruments for the three and nine months ended September 30, 2019 of $0 and $737, respectively. We recorded losses for our derivative instruments not recognized as hedging instruments for the three and nine months ended September 30, 2018 of $616 and $4,172, respectively. The gains and losses for our derivative instruments not recognized as derivative instruments are included as a component of foreign currency transaction (gains) losses, net within Other (income) expense, net in our Condensed Consolidated Statement of Operations.

3028

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(4)~~4. Acquisitions

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

~~Acquisitions Completed During~~

Prior to January 9, 2020, we owned a 25% equity interest in OSG. On January 9, 2020, we acquired the ~~Nine Months Ended September 30, 201~~9remaining 75% equity interest in OSG for cash consideration of approximately $95,500 (the "OSG Acquisition"). The OSG Acquisition enabled us to extend our Global RIM Business in Russia, Ukraine, Kazakhstan, Belarus, and Armenia. The results of OSG are fully consolidated within our condensed consolidated financial statements from the closing date of the OSG Acquisition. In connection with the OSG Acquisition, our previously held 25% equity investment in OSG was remeasured to fair value at the closing date of the OSG Acquisition which resulted in us recording a gain of approximately $10,000 during the first quarter of 2020, which is included as a component of Other (income) expense, net on our Condensed Consolidated Statements of Operations. The fair value of the 25% equity investment in OSG was determined based on the purchase price of the OSG Acquisition.

~~During the nine months ended September 30, 2019,~~On February 17, 2020, in order to enhance our existing operations in the United ~~States, the United Kingdom, Switzerland, Thailand, Colombia, Germany, Hong Kong and Latvia and to expand our operations into Bulgaria,~~Arab Emirates, we ~~completed the acquisition of 9~~acquired Glenbeigh Records Management DWC-LLC, a storage and records management ~~companies and 1 art storage~~ company, for total cash consideration of 107,000 United Arab Emirates dirham (or approximately ~~$49,200.~~$29,100, based upon the exchange rate between the United Arab Emirates dirham and the United States dollar on the closing date of the acquisition).

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

4. Acquisitions (Continued)

Purchase Price Allocation

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our ~~2019~~2020 acquisitions through ~~September~~June 30, ~~2019~~2020 is as follows:


	Nine Months Ended September 30, 2019			Six Months Ended June 30, 2020
Cash Paid (gross of cash acquired)(1)	$	51,456		$	124,614
Purchase Price Holdbacks and Other	4,135
Fair Value of Investments Applied to Acquisitions				27,276
Total Consideration	55,591			151,890
Fair Value of Identifiable Assets Acquired:
Cash	2,224			6,545
Accounts Receivable, Prepaid Expenses and Other Assets	3,228			16,815
Property, Plant and Equipment(2)	5,320			45,095
Customer Relationship Intangible Assets	21,584			60,846
Operating Lease Right-of-Use Assets	16,956			111,251
Debt Assumed				(11,479		)
Accounts Payable, Accrued Expenses and Other Liabilities	(2,716		)	(8,343		)
Operating Lease Liabilities	(16,956		)	(111,251		)
Deferred Income Taxes	(1,719		)	(6,364		)
Total Fair Value of Identifiable Net Assets Acquired	27,921			103,115
Goodwill Initially Recorded(3)	$	27,670		$	48,775


(1)	Included in cash paid for acquisitions in ~~the~~our Condensed Consolidated Statement of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 is net cash acquired of ~~$2,224~~$6,545 and contingent and other payments ~~net~~ of ~~$7,267~~$443 related to acquisitions ~~made~~completed in ~~previous years.~~2019.


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

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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(4) Acquisitions (Continued)~~


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

See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our allocations of the purchase price for acquisitions. The preliminary purchase price allocations that are not finalized as of ~~September~~June 30, ~~2019~~2020 primarily relate to the final assessment of the fair values of intangible assets ~~and liabilities~~ (primarily customer relationship intangible assets), property, plant and equipment (primarily ~~building, building improvements and~~ racking structures)~~, right-of-use assets and liabilities associated with acquired operating leases, contingencies~~ and income taxes (primarily deferred income taxes), ~~primarily~~ associated with the acquisitions we closed in ~~2019.~~2020.

As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the ~~nine~~three and six months ended ~~September~~June 30, ~~2019~~2020 were not material to our results from operations.

~~Acquisition of IO Data Centers in 2018~~

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

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

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

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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(5)~~5. Debt

Long-term debt is as follows:


	September 30, 2019											December 31, 2018											June 30, 2020											December 31, 2019
	Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value		Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value		Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value		Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	354,879		$	(11,763	)	$	343,116		$	354,879	$	793,832		$	(14,117	)	$	779,715		$	793,832	$	362,106		$	(10,343	)	$	351,763		$	362,106	$	348,808		$	(12,053	)	$	336,755		$	348,808
Term Loan A(1)	231,250			—			231,250			231,250		240,625			—			240,625			240,625		221,875			—			221,875			221,875		228,125			—			228,125			228,125
Term Loan B(2)	688,089			(7,806		)	680,283			688,638		693,169			(8,742		)	684,427			660,013		683,008			(6,869		)	676,139			684,250		686,395			(7,493		)	678,902			686,890
Australian Dollar Term Loan (the "AUD Term Loan")(3)	219,871			(2,389		)	217,482			221,165		233,955			(3,084		)	230,871			235,645		219,717			(1,875		)	217,842			220,706		226,924			(2,313		)	224,611			228,156
UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility")(4)	172,180			(1,845		)	170,335			172,180		178,299			(2,357		)	175,942			178,299		172,580			(1,488		)	171,092			172,580		184,601			(1,801		)	182,800			184,601
4³/₈% Senior Notes due 2021 (the "4³/₈% Notes")(5)	500,000			(2,866		)	497,134			503,750		500,000			(4,155		)	495,845			488,750		—			—			—			—		500,000			(2,436		)	497,564			503,450
6% Senior Notes due 2023 (the "6% Notes due 2023")(5)	600,000			(4,302		)	595,698			615,000		600,000			(5,126		)	594,874			606,000		—			—			—			—		600,000			(4,027		)	595,973			613,500
5³/₈% CAD Senior Notes due 2023 (the "CAD Notes")	188,811			(2,173		)	186,638			194,475		183,403			(2,506		)	180,897			186,154		183,252			(1,713		)	181,539			184,168		192,058			(2,071		)	189,987			199,380
5³/₄% Senior Subordinated Notes due 2024 (the "5³/₄% Notes")(5)	1,000,000			(6,752		)	993,248			1,010,000		1,000,000			(7,782		)	992,218			940,000		1,000,000			(5,722		)	994,278			1,007,500		1,000,000			(6,409		)	993,591			1,010,625
3% Euro Senior Notes due 2025 (the "Euro Notes")(5)	327,508			(3,622		)	323,886			334,877		343,347			(4,098		)	339,249			321,029		336,869			(3,142		)	333,727			328,043		336,468			(3,462		)	333,006			345,660
3⁷/₈% GBP Senior Notes due 2025 (the "GBP Notes")	491,943			(5,651		)	486,292			493,173		509,425			(6,573		)	502,852			453,811		493,085			(4,965		)	488,120			468,890		527,432			(5,809		)	521,623			539,892
5³/₈% Senior Notes due 2026 (the "5³/₈% Notes")	250,000			(2,863		)	247,137			257,500		250,000			(3,185		)	246,815			224,375		250,000			(2,541		)	247,459			251,250		250,000			(2,756		)	247,244			261,641
4⁷/₈% Senior Notes due 2027 (the "4⁷/₈% Notes due 2027")(5)	1,000,000			(11,375		)	988,625			1,022,500		1,000,000			(12,442		)	987,558			855,000		1,000,000			(10,309		)	989,691			975,000		1,000,000			(11,020		)	988,980			1,029,475
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes")(5)	825,000			(10,037		)	814,963			852,844		825,000			(10,923		)	814,077			713,625
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes due 2028")(5)																							825,000			(9,152		)	815,848			822,938		825,000			(9,742		)	815,258			859,598
5% Senior Notes due 2028 (the "5% Notes")(5)																							500,000			(5,837		)	494,163			490,625		—			—			—			—
4⁷/₈% Senior Notes due 2029 (the "4⁷/₈% Notes due 2029")(5)	1,000,000			(14,451		)	985,549			1,015,000		—			—			—			—		1,000,000			(13,381		)	986,619			973,750		1,000,000			(14,104		)	985,896			1,015,640
5¹/₄% Senior Notes due 2030 (the "5¹/₄ Notes due 2030")(5)																							1,300,000			(15,110		)	1,284,890			1,274,000		—			—			—			—
5⁵/₈% Senior Notes due 2032 (the "5⁵/₈% Notes")(5)																							600,000			(6,974		)	593,026			600,000		��			—			—			—
Real Estate Mortgages, Financing Lease Liabilities and Other	533,549			(444		)	533,105			533,549		606,702			(171		)	606,531			606,702		486,619			(257		)	486,362			486,619		523,671			(406		)	523,265			523,671
Accounts Receivable Securitization Program(6)	271,562			(115		)	271,447			271,562		221,673			(218		)	221,455			221,673
Mortgage Securitization Program(7)	50,000			(1,019		)	48,981			50,000		50,000			(1,128		)	48,872			50,000
Accounts Receivable Securitization Program																							47,000			(196		)	46,804			47,000		272,062			(81		)	271,981			272,062
Mortgage Securitization Program(6)																							50,000			(909		)	49,091			50,000		50,000			(982		)	49,018			50,000
Total Long-term Debt	8,704,642			(89,473		)	8,615,169					8,229,430			(86,607		)	8,142,823					9,731,111			(100,783		)	9,630,328					8,751,544			(86,965		)	8,664,579
Less Current Portion	(394,822		)	—			(394,822		)			(126,406		)	—			(126,406		)
Less Current Portion(7)																							(880,212		)	—			(880,212		)			(389,013		)	—			(389,013		)
Long-term Debt, Net of Current Portion	$	8,309,820		$	(89,473	)	$	8,220,347				$	8,103,024		$	(86,607	)	$	8,016,417				$	8,850,899		$	(100,783	)	$	8,750,116				$	8,362,531		$	(86,965	)	$	8,275,566

3331

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(5)~~5. Debt (Continued)

(1)

Collectively, the credit agreement ~~("Credit~~(the "Credit Agreement"). The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan A"). The Credit Agreement is scheduled to mature on June 3, 2023. Of the ~~$354,879~~$362,106 of outstanding borrowings under the Revolving Credit Facility as of ~~September~~June 30, ~~2019, 221,900~~2020, $316,700 was denominated in United States dollars, ~~72,000~~9,400 was denominated in Canadian dollars and ~~72,000~~34,300 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling ~~$16,843.~~$3,197. The remaining amount available for borrowing under the Revolving Credit Facility as of ~~September~~June 30, ~~2019~~2020 was ~~$1,378,278~~$1,384,697 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was ~~3.5%~~1.9% as of ~~September~~June 30, ~~2019.~~2020. The average interest rate in effect under the Revolving Credit Facility as of ~~September~~June 30, ~~2019~~2020 was ~~3.3%~~1.9% and the interest rate in effect under Term Loan A as of ~~September~~June 30, ~~2019~~2020 was ~~3.8%~~1.9%.

(2)

~~In connection with the 2018 First Amendment (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report),~~Consists of an incremental term loan B borrowed by IMI's wholly owned subsidiary, Iron Mountain Information Management, LLC, ~~("IMIM") entered into~~with an incremental term loan activation notice (the "Activation Notice") with certain lenders pursuant to which the lenders party to the Activation Notice agreed to provide commitments to fund an incremental term loan B in theoriginal principal amount of $700,000 (the "Term Loan B"). ~~On March 26, 2018, IMIM borrowed the full amount of the Term Loan B.~~ The Term Loan B is scheduled to mature on January 2, 2026. The interest rate in effect as of ~~September~~June 30, ~~2019~~2020 was ~~3.8%~~1.9%. The amount of debt for the Term Loan B reflects an unamortized original issue discount of ~~$1,411~~$1,242 and ~~$1,581~~$1,355 as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(3)

The interest rate in effect as of ~~September~~June 30, ~~2019~~2020 was ~~4.9%~~4.0%. We had ~~327,500~~320,938 Australian dollars outstanding on the AUD Term Loan as of ~~September~~June 30, ~~2019.~~2020. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of ~~$1,294~~$989 and ~~$1,690~~$1,232 as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.


(4)	The interest rate in effect as of ~~September~~June 30, ~~2019~~2020 was ~~3.0%~~2.8%.


(5)	Collectively, the "Parent Notes".

(6)

The interest rate in effect as of ~~September 30, 2019 was 3.1%. The Accounts Receivable Securitization Program terminates on July~~June 30, 2020 at which point all obligations under the program become due. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of September 30, 2019.was 3.5%.

(7)

The ~~interest rate in effect~~Current portion of long-term debt as of ~~September~~June 30, ~~2019 was 3.5%.~~2020 includes $755,000 in aggregate principal amount of our outstanding 5³/₄% Notes. The $755,000 presented within the Current portion of long-term debt represents the portion of the 5³/₄% Notes we redeemed on July 2, 2020 utilizing funds that were received from the June 2020 Offerings (as defined and described below) and temporarily invested in money market funds as of June 30, 2020.

See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our Credit Agreement and our other long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of ~~September~~June 30, ~~2019~~2020 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, ~~2018~~2019 (which are disclosed in our Annual Report). Additionally, see Note 5 to Notes to Consolidated Financial Statements included in our Annual Report for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments. There have been no material changes to our long-term debt agreements since December 31, ~~2018~~2019 other than the ~~issuance~~June 2020 Offerings and the modification of the 4⁷/₈~~% Senior Notes due 2029, as~~Accounts Receivable Securitization Program, both described below.

See Note 3 for information regarding the forward-starting interest rate swap agreements and the cross-currency swap agreements outstanding at ~~September~~June 30, ~~2019.~~2020.

3432

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(5)~~5. Debt (Continued)

~~Issuance of the 4~~⁷/₈~~% Senior Notes due 2029~~June 2020 Offerings

~~In September 2019,~~On June 22, 2020, IMI completed a private ~~offering~~offerings of ~~$1,000,000~~(i) $500,000 in aggregate principal amount of the 45% Notes, (ii) $1,300,000 in aggregate principal amount of the 5⁷¹/₄% Notes due 2030 and (iii) $600,000 in aggregate principal amount of the 5⁵/₈% Notes ~~due 2029.~~(collectively, the "June 2020 Offerings"). The 45% Notes, the 5⁷¹/₄% Notes due 2030 and the 5⁵/₈% Notes ~~due 2029~~ were issued at 100.000% of par. The total net proceeds of approximately ~~$987,500~~$2,376,000 from the 4⁷/₈~~% Notes due 2029,~~June 2020 Offerings, after deducting the initial purchasers' commissions, were used to redeem all of the 4³/₈% Notes, the 6% Notes due 2023 and the 5³/₄% Notes and to repay a portion of the outstanding borrowings under our Revolving Credit Facility. Pending the redemption of the 5³/₄% Notes, as of June 30, 2020, a portion of the proceeds from the June 2020 Offerings were used to temporarily repay outstanding borrowings under our Accounts Receivable Securitization Program and invest in money market funds.

On June 29, 2020, we redeemed all of the ~~Revolving Credit Facility.~~$500,000 in aggregate principal outstanding of the 4³/₈% Notes at 100.000% of par and all of the $600,000 in aggregate principal outstanding of the 6% Notes due 2023 at 102.000% of par, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $17,040 to Other expense (income), net during the second quarter of 2020 related to the early extinguishment of this debt, representing the call premium associated with the early redemption of the 6% Notes due 2023, as well as a write-off of unamortized deferred financing costs associated with the early redemption of the 4³/₈% Notes and the 6% Notes due 2023.

On July 2, 2020, we redeemed all of the outstanding 5³/₄% Notes at 100.958% of par, plus accrued and unpaid interest to, but excluding, the redemption date. A debt extinguishment charge of approximately $15,300 will be recorded to Other expense (income), net during the third quarter of 2020 related to the extinguishment of this debt representing the call premium and write-off of unamortized deferred financing fees.

Accounts Receivable Securitization Program

On March 31, 2020, we amended the Accounts Receivable Securitization Program to (i) increase the maximum amount available from $275,000 to $300,000 and (ii) extend the maturity date from July 30, 2020 to July 30, 2021, at which point all obligations become due. As a result, the full amount outstanding is classified within the long-term portion of long-term debt in our Condensed Consolidated Balance Sheet as of June 30, 2020. The interest rate in effect as of June 30, 2020 was 1.1%. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of December 31, 2019. The maximum available borrowings is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program.

Cash Pooling

As described in greater detail in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report, certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) in order to help manage global liquidity requirements. We currently utilize 2 separate ~~cash pools,~~Cash Pools, 1 of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool").

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

5. Debt (Continued)

The approximate amount of the net cash position for our QRS Cash Pool and the TRS Cash Pool and the approximate amount of the gross position and outstanding debit balances for each of these pools as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are as follows:


	September 30, 2019							December 31, 2018							June 30, 2020							December 31, 2019
	Gross Cash Position		Outstanding Debit Balances			Net Cash Position		Gross Cash Position		Outstanding Debit Balances			Net Cash Position		Gross Cash Position		Outstanding Debit Balances			Net Cash Position		Gross Cash Position		Outstanding Debit Balances			Net Cash Position
QRS Cash Pool	$	358,200	$	(355,800	)	$	2,400	$	300,800	$	(298,800	)	$	2,000	$	350,500	$	(347,300	)	$	3,200	$	372,100	$	(369,000	)	$	3,100
TRS Cash Pool	302,200		(296,300		)	5,900		281,500		(279,300		)	2,200		355,900		(355,000		)	900		319,800		(301,300		)	18,500

The net cash position balances as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are reflected as cash and cash equivalents in ~~the~~our Condensed Consolidated Balance Sheets.

Letters of Credit

As of ~~September~~June 30, ~~2019,~~2020, we had outstanding letters of credit totaling ~~$35,241,~~$33,596, of which ~~$16,843~~$3,197 reduce our borrowing capacity under the Revolving Credit Facility (as described above). The letters of credit expire at various dates between ~~December 2019~~September 2020 and ~~August 2027.~~January 2033.

Debt Covenants

The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio, a net total lease adjusted leverage ratio and a net secured debt lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

The Credit Agreement uses EBITDAR-based calculations and the bond indentures use EBITDA-based calculations as the primary measures of financial performance ~~including~~for purposes of calculating leverage and fixed charge coverage ratios.

~~Table~~ The bond indenture EBITDA-based calculations include our consolidated subsidiaries, other than those we have designated as “Unrestricted Subsidiaries” as defined in the bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of ~~Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share~~the relevant calculations and ~~Per Share Data)~~

~~(Unaudited)~~

~~(5) Debt (Continued)~~

~~Our~~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 as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018, as well as our leverage ratio under our indentures as of September 30, 2019 and December 31, 2018 are as follows:~~

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

~~(1)~~

~~The maximum allowable leverage ratio under our indentures for the 4~~⁷/₈~~% Notes due 2029, the 4~~⁷/₈~~% Notes due 2027, the GBP Notes and the 5~~¹/₄% Notes is 7.0, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.

2019. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial ~~condition and liquidity.~~

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

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

~~The Parent Notes, the CAD Notes, the GBP Notes, and the 5~~³/₈~~% Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several.~~

~~Additionally, IMI guarantees the CAD Notes, which were issued by Iron Mountain Canada Operations ULC ("Canada Company"), the GBP Notes, which were issued by Iron Mountain (UK) PLC ("IM UK"), and the 5~~³/₈% Notes, which were issued by Iron Mountain US Holdings, Inc., which is one of the Guarantors. Canada Company and IM UK do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes, and the 5³/₈~~% Notes are referred to below as the Non-Guarantors.~~

In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Condensed Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) with respect to the relevant Parent, Guarantors, Non-Guarantors and Eliminations columns also would change.

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

September 30, 2019
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Assets

Current Assets:

Cash and cash equivalents(1) $ 10
$ 157,771
$ 162,024
$ (133,027 ) $ 186,778
Accounts receivable —
58,400
763,526
—
821,926
Intercompany receivable —
456,222
—
(456,222 ) —
Prepaid expenses and other —
96,737
98,481
(29 ) 195,189
Total Current Assets 10
769,130
1,024,031
(589,278 ) 1,203,893
Property, Plant and Equipment, Net 122
3,049,090
1,507,507
—
4,556,719
Other Assets, Net:

Long-term notes receivable from affiliates and intercompany receivable 5,180,133
—
—
(5,180,133 ) —
Investment in subsidiaries 1,940,454
1,051,609
—
(2,992,063 ) —
Goodwill —
2,853,466
1,568,529
—
4,421,995
Operating lease right-of-use assets —
939,631
825,865
—
1,765,496
Other 1,972
945,025
682,067
—
1,629,064
Total Other Assets, Net 7,122,559
5,789,731
3,076,461
(8,172,196 ) 7,816,555
Total Assets $ 7,122,691
$ 9,607,951
$ 5,607,999
$ (8,761,474 ) $ 13,577,167
Liabilities and Equity

Intercompany Payable $ 167,220
$ —
$ 289,002
$ (456,222 ) $ —
Debit Balances Under Cash Pools —
—
133,027
(133,027 ) —
Current Portion of Long-Term Debt —
54,028
340,823
(29 ) 394,822
Total Other Current Liabilities (includes current portion of operating lease liabilities) 233,492
685,486
516,311
—
1,435,289
Long-Term Debt, Net of Current Portion 5,199,103
1,457,499
1,563,745
—
8,220,347
Long-Term Operating Lease Liabilities, Net of Current Portion —
871,377
755,530
—
1,626,907
Long-Term Notes Payable to Affiliates and Intercompany Payable —
5,180,133
—
(5,180,133 ) —
Other Long-term Liabilities 12,046
52,842
254,966
—
319,854
Commitments and Contingencies (See Note 8)

Redeemable Noncontrolling Interests —
—
68,099
—
68,099
Total Iron Mountain Incorporated Stockholders' Equity 1,510,830
1,306,586
1,685,477
(2,992,063 ) 1,510,830
Noncontrolling Interests —
—
1,019
—
1,019
Total Equity 1,510,830
1,306,586
1,686,496
(2,992,063 ) 1,511,849
Total Liabilities and Equity $ 7,122,691
$ 9,607,951
$ 5,607,999
$ (8,761,474 ) $ 13,577,167


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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

~~CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)~~

December 31, 2018
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Assets

Current Assets:

Cash and cash equivalents(1) $ 132
$ 63,407
$ 169,318
$ (67,372 ) $ 165,485
Accounts receivable —
47,472
799,417
—
846,889
Intercompany receivable —
821,324
—
(821,324 ) —
Prepaid expenses and other 93
109,480
86,196
(29 ) 195,740
Total Current Assets 225
1,041,683
1,054,931
(888,725 ) 1,208,114
Property, Plant and Equipment, Net 190
3,010,767
1,478,600
—
4,489,557
Other Assets, Net:

Long-term notes receivable from affiliates and intercompany receivable 4,954,686
—
—
(4,954,686 ) —
Investment in subsidiaries 1,862,048
983,018
—
(2,845,066 ) —
Goodwill —
2,861,381
1,579,649
—
4,441,030
Other —
982,932
735,585
—
1,718,517
Total Other Assets, Net 6,816,734
4,827,331
2,315,234
(7,799,752 ) 6,159,547
Total Assets $ 6,817,149
$ 8,879,781
$ 4,848,765
$ (8,688,477 ) $ 11,857,218
Liabilities and Equity

Intercompany Payable $ 462,927
$ —
$ 358,397
$ (821,324 ) $ —
Debit Balances Under Cash Pools —
10,612
56,760
(67,372 ) —
Current Portion of Long-Term Debt —
63,859
62,576
(29 ) 126,406
Total Other Current Liabilities 268,373
618,513
477,483
—
1,364,369
Long-Term Debt, Net of Current Portion 4,223,822
1,878,079
1,914,516
—
8,016,417
Long-Term Notes Payable to Affiliates and Intercompany Payable —
4,954,686
—
(4,954,686 ) —
Other Long-term Liabilities 973
116,895
299,163
—
417,031
Commitments and Contingencies (See Note 8)

Redeemable Noncontrolling Interests —
—
70,532
—
70,532
Total Iron Mountain Incorporated Stockholders' Equity 1,861,054
1,237,137
1,607,929
(2,845,066 ) 1,861,054
Noncontrolling Interests —
—
1,409
—
1,409
Total Equity 1,861,054
1,237,137
1,609,338
(2,845,066 ) 1,862,463
Total Liabilities and Equity $ 6,817,149
$ 8,879,781
$ 4,848,765
$ (8,688,477 ) $ 11,857,218


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

condition.

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

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

Three Months Ended September 30, 2019
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Storage rental $ —
$ 416,967
$ 256,351
$ —
$ 673,318
Service —
245,584
143,322

—
388,906
Intercompany revenues —
1,173
5,631
(6,804 ) —
Total Revenues —
663,724
405,304
(6,804 ) 1,062,224
Operating Expenses:

Cost of sales (excluding depreciation and amortization) —
262,183
189,134
—
451,317
Intercompany —
5,631
1,173
(6,804 ) —
Selling, general and administrative 161
162,052
76,943

—

239,156
Depreciation and amortization 23
100,023
57,515
—
157,561
(Gain) Loss on disposal/write-down of property, plant and equipment, net —
(8,922 ) (362 ) —
(9,284 )
Total Operating Expenses 184
520,967
324,403
(6,804 ) 838,750
Operating (Loss) Income (184 ) 142,757
80,901
—
223,474
Interest Expense (Income), Net(1) 52,166
6,074
48,437
—
106,677
Other (Income) Expense, Net (596 ) 11,577
(24,396 ) —
(13,415 )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (51,754 )
125,106
56,860
—
130,212
Provision (Benefit) for Income Taxes —
12,814
9,114
—
21,928
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (159,429 ) (46,345 ) —
205,774
—
Income (Loss) from Continuing Operations 107,675
158,637
47,746
(205,774 ) 108,284
Income (Loss) from Discontinued Operations, Net of Tax —
—
—
—
—
Net Income (Loss) 107,675
158,637
47,746
(205,774 ) 108,284
Less: Net Income (Loss) Attributable to Noncontrolling Interests —
—
609
—
609
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 107,675
$ 158,637
$ 47,137
$ (205,774 ) $ 107,675
Net Income (Loss) $ 107,675
$ 158,637
$ 47,746
$ (205,774 ) $ 108,284
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments 13,101
—
(96,696 ) —
(83,595 )
Change in Fair Value of Derivative Instruments (1,496 ) —
—
—
(1,496 )
Equity in Other Comprehensive (Loss) Income of Subsidiaries (95,987 ) (81,135 ) —
177,122
—
Total Other Comprehensive (Loss) Income (84,382 ) (81,135 ) (96,696 ) 177,122
(85,091 )
Comprehensive Income (Loss) 23,293
77,502
(48,950 ) (28,652 ) 23,193
Comprehensive (Loss) Income Attributable to Noncontrolling Interests —
—
(100 ) —
(100 )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 23,293
$ 77,502
$ (48,850 ) $ (28,652 ) $ 23,293


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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

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

Three Months Ended September 30, 2018
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Storage rental $ —
$ 404,397
$ 252,576
$ —
$ 656,973
Service —
250,471
153,547
—
404,018
Intercompany revenues —
1,192
4,330
(5,522 ) —
Total Revenues —
656,060
410,453
(5,522 ) 1,060,991
Operating Expenses:

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

~~_____________________________________________________________~~


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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

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

Nine Months Ended September 30, 2019
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Storage rental $ —
$ 1,235,353
$ 770,227
$ —
$ 2,005,580
Service —
733,247
444,167
—
1,177,414
Intercompany revenues —
3,485
15,094
(18,579 ) —
Total Revenues —
1,972,085
1,229,488
(18,579 ) 3,182,994
Operating Expenses:

Cost of sales (excluding depreciation and amortization) —
788,864
589,099
—
1,377,963
Intercompany cost of sales —
15,094
3,485
(18,579 ) —
Selling, general and administrative 310
523,844
238,325
—
762,479
Depreciation and amortization 68
308,284
176,023
—
484,375
Loss (Gain) on disposal/write-down of property, plant and equipment, net —
18,436
(35,523 ) —
(17,087 )
Total Operating Expenses 378
1,654,522
971,409
(18,579 ) 2,607,730
Operating (Loss) Income (378 ) 317,563
258,079

—

575,264
Interest Expense (Income), Net(1) 151,392
19,128
143,907
—
314,427
Other (Income) Expense, Net (55 ) 16,636
(29,978 ) —
(13,397 )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (151,715 ) 281,799
144,150

—

274,234
Provision (Benefit) for Income Taxes —
15,268
27,859
—
43,127
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (381,392 ) (111,897 ) —
493,289
—
Income (Loss) from Continuing Operations 229,677
378,428
116,291

(493,289 )
231,107
Income (Loss) from Discontinued Operations —
120
(16 ) —
104
Net Income (Loss) 229,677
378,548
116,275
(493,289 ) 231,211
Less: Net Income (Loss) Attributable to Noncontrolling Interests —
—
1,534
—
1,534
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 229,677
$ 378,548
$ 114,741
$ (493,289 ) $ 229,677
Net Income (Loss) $ 229,677
$ 378,548
$ 116,275
$ (493,289 ) $ 231,211
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments 14,962
—
(86,157 ) —
(71,195 )
Change in Fair Value of Derivative Instruments (9,101 ) —
—
—
(9,101 )
Equity in Other Comprehensive (Loss) Income of Subsidiaries (86,400 ) (72,858 ) —
159,258
—
Total Other Comprehensive (Loss) Income (80,539 ) (72,858 ) (86,157 ) 159,258
(80,296 )
Comprehensive Income (Loss) 149,138
305,690
30,118
(334,031 ) 150,915
Comprehensive Income (Loss) Attributable to Noncontrolling Interests —
—
1,777
—
1,777
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 149,138
$ 305,690
$ 28,341
$ (334,031 ) $ 149,138


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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

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

Nine Months Ended September 30, 2018
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Storage rental $ —
$ 1,201,035
$ 762,526
$ —
$ 1,963,561
Service —
726,915
473,796
—
1,200,711
Intercompany revenues —
3,613
13,126
(16,739 ) —
Total Revenues —
1,931,563
1,249,448
(16,739 ) 3,164,272
Operating Expenses:

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


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

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Nine Months Ended September 30, 2019
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Cash Flows from Operating Activities:

Cash Flows from Operating Activities—Continuing Operations $ (161,288 ) $ 596,529
$ 212,904
$ —
$ 648,145
Cash Flows from Operating Activities—Discontinued Operations —
—
—
—
—
Cash Flows from Operating Activities (161,288 ) 596,529
212,904
—
648,145
Cash Flows from Investing Activities:

Capital expenditures —
(306,567 ) (227,047 ) —
(533,614 )
Cash paid for acquisitions, net of cash acquired —
(9,508 ) (46,991 ) —
(56,499 )
Intercompany loans to subsidiaries (295,124 ) 6,526
—
288,598
—
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles —
(86,052 ) (27,457 ) —
(113,509 )
Investments in joint ventures (see Note 10) —
(19,222 ) —
—
(19,222 )
Proceeds from sales of property and equipment and other, net —
33,031
49,117
—
82,148
Cash Flows from Investing Activities—Continuing Operations (295,124 ) (381,792 ) (252,378 ) 288,598
(640,696 )
Cash Flows from Investing Activities—Discontinued Operations —
2,564
2,497
—
5,061
Cash Flows from Investing Activities (295,124 ) (379,228 ) (249,881 ) 288,598
(635,635 )
Cash Flows from Financing Activities:

Repayment of revolving credit facility, term loan facilities and other debt —
(9,507,136 ) (3,183,555 ) —
(12,690,691 )
Proceeds from revolving credit facility, term loan facilities and other debt —
9,068,245
3,188,031
—
12,256,276
Net proceeds from sales of senior notes 987,500
—
—
—
987,500
Debit (payments) balances under cash pools —
(10,612 ) 76,267
(65,655 ) —
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net —
—
(1,464 ) —
(1,464 )
Intercompany loans from parent —
326,566
(37,968 ) (288,598 ) —
Parent cash dividends (528,908 ) —
—
—
(528,908 )
Net (payments) proceeds associated with employee stock-based awards (2,059 ) —
—
—
(2,059 )
Payment of debt financing and stock issuance costs (243 ) —
(526 ) —
(769 )
Cash Flows from Financing Activities—Continuing Operations 456,290
(122,937 ) 40,785
(354,253 ) 19,885
Cash Flows from Financing Activities—Discontinued Operations —
—
—
—
—
Cash Flows from Financing Activities 456,290
(122,937 ) 40,785
(354,253 ) 19,885
Effect of exchange rates on cash and cash equivalents —
—
(11,102 ) —
(11,102 )
(Decrease) Increase in cash and cash equivalents (122 ) 94,364
(7,294 ) (65,655 ) 21,293
Cash and cash equivalents, including Restricted Cash, beginning of period 132
63,407
169,318
(67,372 ) 165,485
Cash and cash equivalents, including Restricted Cash,
end of period $ 10
$ 157,771
$ 162,024

$ (133,027 ) $ 186,778

~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

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

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)~~

Nine Months Ended September 30, 2018
Parent Guarantors Non-
Guarantors Eliminations Consolidated
Cash Flows from Operating Activities:

Cash Flows from Operating Activities—Continuing Operations $ (208,384 ) $ 644,493
$ 189,429
$ —
$ 625,538
Cash Flows from Operating Activities—Discontinued Operations —
(995 ) —
—
(995 )
Cash Flows from Operating Activities (208,384 ) 643,498
189,429
—
624,543
Cash Flows from Investing Activities:

Capital expenditures —
(224,594 ) (105,359 ) —
(329,953 )
Cash paid for acquisitions, net of cash acquired —
(1,332,235 ) (378,776 ) —
(1,711,011 )
Intercompany loans to subsidiaries 629,918
(23,092 ) —
(606,826 ) —
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles —
(47,531 ) (16,030 ) —
(63,561 )
Net proceeds from Divestments —
1,019
—
—
1,019
Proceeds from sales of property and equipment and other, net —
283
430
—
713
Cash Flows from Investing Activities—Continuing Operations 629,918
(1,626,150 ) (499,735 ) (606,826 ) (2,102,793 )
Cash Flows from Investing Activities—Discontinued Operations —
—
—
—
—
Cash Flows from Investing Activities 629,918
(1,626,150 ) (499,735 ) (606,826 ) (2,102,793 )
Cash Flows from Financing Activities:

Repayment of revolving credit facility, term loan facilities and other debt —
(5,386,024 ) (5,840,147 ) —
(11,226,171 )
Proceeds from revolving credit facility, term loan facilities and other debt —
6,456,050
5,980,967
—
12,437,017
Debit (payments) balances under cash pools —
(832 ) (389 ) 1,221
—
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net —
—
(2,035 ) —
(2,035 )
Intercompany loans from parent —
(664,591 ) 57,765
606,826
—
Parent cash dividends (505,403 ) —
—
—
(505,403 )
Net (payments) proceeds associated with employee stock-based awards (2,800 ) —
—
—
(2,800 )
Net proceeds associated with the Over-Allotment Option exercise 76,192
—
—
—
76,192
Net proceeds associated with the At the Market (ATM) Program 8,716
—
—
—
8,716
Payment of debt financing and stock issuance costs (412 ) (12,388 ) (3,157 ) —
(15,957 )
Cash Flows from Financing Activities—Continuing Operations (423,707 ) 392,215
193,004
608,047
769,559
Cash Flows from Financing Activities—Discontinued Operations —
—
—
—
—
Cash Flows from Financing Activities (423,707 ) 392,215
193,004
608,047
769,559
Effect of exchange rates on cash and cash equivalents —
—
(19,332 ) —
(19,332 )
(Decrease) Increase in cash and cash equivalents (2,173 ) (590,437 ) (136,634 ) 1,221
(728,023 )
Cash and cash equivalents, including Restricted Cash, beginning of period 2,433
642,408
375,584
(94,726 ) 925,699
Cash and cash equivalents, including Restricted Cash,
end of period
$ 260
$ 51,971
$ 238,950
$ (93,505 ) $ 197,676

4434

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(7)~~6. Segment Information

Our 63 reportable operating segments as of December 31, ~~2018~~2019 are described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:

~~North American~~

Global Records and Information Management ("Global RIM") Business

~~North American Data Management Business~~

~~Western European Business~~

~~Other International Business~~

Global Data Center Business

Corporate and Other Business

There have been no changes made to our reportable operating segments since December 31, 2018, other than the impact of the Consumer Storage Transaction (as defined in Note 10). Prior to the Consumer Storage Transaction, our consumer storage business was a component of our Corporate and Other Business Segment. The previously reported segment information has been restated to conform to the current presentation and reflects the changes to our reportable operating segments that occurred in fourth quarter of 2018 as described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report.2019. The operations associated with acquisitions completed during the first ~~nine~~six months of ~~2019~~2020 have been incorporated into our existing reportable operating segments.

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


	North American Records and Information Management Business		North American Data Management Business		Western European Business		Other International Business		Global Data Center Business		Corporate and Other Business			Total Consolidated		Global RIM Business		Global Data Center Business		Corporate and Other Business			Total Consolidated
For the Three Months Ended September 30, 2019
For the Three Months Ended June 30, 2020
Total Revenues	$	542,044	$	96,552	$	121,437	$	197,728	$	64,418	$	40,045		$	1,062,224	$	877,102	$	66,768	$	38,369		$	982,239
Storage Rental	317,820		66,497		78,009		128,715		62,001		20,276			673,318		584,402		63,812		28,742			676,956
Service	224,224		30,055		43,428		69,013		2,417		19,769			388,906		292,700		2,956		9,627			305,283
Depreciation and Amortization	58,801		6,709		13,257		30,008		34,067		14,719			157,561		113,352		34,850		15,648			163,850
Depreciation	45,394		4,620		9,137		17,512		20,193		11,296			108,152		76,589		22,412		13,927			112,928
Amortization	13,407		2,089		4,120		12,496		13,874		3,423			49,409		36,763		12,438		1,721			50,922
Adjusted EBITDA	246,415		54,378		38,639		62,120		32,261		(58,112		)	375,701		383,816		30,558		(71,490		)	342,884
Expenditures for Segment Assets	64,098		2,822		18,125		43,290		58,060		14,883			201,278		37,892		68,823		8,131			114,846
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	46,376		2,822		16,191		28,944		57,267		14,883			166,483
Capital Expenditures																26,377		68,506		8,131			103,014
Cash Paid for Acquisitions, Net of Cash Acquired	—		—		—		11,848		—		—			11,848		443		—		—			443
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs and third-party commissions	17,722		—		1,934		2,498		793		—			22,947
For the Three Months Ended September 30, 2018
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs																11,072		317		—			11,389
For the Three Months Ended June 30, 2019
Total Revenues	$	539,603	$	97,477	$	126,354	$	200,639	$	63,380	$	33,538		$	1,060,991	$	954,856	$	62,291	$	49,760		$	1,066,907
Storage Rental	306,633		67,779		79,492		124,920		60,039		18,110			656,973		579,575		60,582		29,131			669,288
Service	232,970		29,698		46,862		75,719		3,341		15,428			404,018		375,281		1,709		20,629			397,619
Depreciation and Amortization	59,869		9,472		14,316		31,487		27,965		14,688			157,797		117,873		32,671		13,787			164,331
Depreciation	46,756		7,277		9,996		19,272		16,431		13,258			112,990		82,776		19,027		11,919			113,722
Amortization	13,113		2,195		4,320		12,215		11,534		1,430			44,807		35,097		13,644		1,868			50,609
Adjusted EBITDA	248,600		53,484		40,817		60,106		27,299		(67,976		)	362,330		395,579		27,641		(72,278		)	350,942
Expenditures for Segment Assets	53,665		5,033		2,774		49,330		42,585		29,435			182,822		94,836		102,477		12,931			210,244
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)	31,373		5,033		551		21,929		41,896		11,570			112,352
Capital Expenditures																68,403		101,032		12,931			182,366
Cash Paid for Acquisitions, Net of Cash Acquired	—		—		—		26,277		—		17,865			44,142		5,228		—		—			5,228
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs	22,292		—		2,223		1,124		689		—			26,328
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs and third-party commissions																21,205		1,445		—			22,650

4535

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(7)~~6. Segment Information (Continued)



	Global RIM Business		Global Data Center Business		Corporate and Other Business			Total Consolidated
For the Six Months Ended June 30, 2020
Total Revenues	$	1,833,521	$	134,125	$	83,324		$	2,050,970
Storage Rental	1,174,415		128,407		57,681			1,360,503
Service	659,106		5,718		25,643			690,467
Depreciation and Amortization	225,564		70,117		30,753			326,434
Depreciation	155,628		44,320		26,680			226,628
Amortization	69,936		25,797		4,073			99,806
Adjusted EBITDA	775,787		61,454		(131,280		)	705,961
Total Assets(1)	10,576,969		2,561,441		1,229,143			14,367,553
Expenditures for Segment Assets	214,392		112,383		20,488			347,263
Capital Expenditures	68,075		111,595		20,488			200,158
Cash Paid for Acquisitions, Net of Cash Acquired	118,512		—		—			118,512
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs	27,805		788		—			28,593
For the Six Months Ended June 30, 2019
Total Revenues	$	1,900,739	$	123,827	$	96,204		$	2,120,770
Storage Rental	1,155,348		120,300		56,614			1,332,262
Service	745,391		3,527		39,590			788,508
Depreciation and Amortization	233,928		64,303		28,583			326,814
Depreciation	165,701		38,040		24,592			228,333
Amortization	68,227		26,263		3,991			98,481
Adjusted EBITDA	761,415		53,652		(139,619		)	675,448
Total Assets(1)	10,779,505		2,330,535		610,942			13,720,982
Expenditures for Segment Assets	217,993		256,182		28,169			502,344
Capital Expenditures	119,893		222,589		24,649			367,131
Cash Paid for Acquisitions, Net of Cash Acquired	41,131		—		3,520			44,651
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs and third-party commissions	56,969		33,593		—			90,562

North American
Records and
Information
Management
Business North American
Data
Management
Business Western European Business Other International Business Global Data Center Business
Corporate
and Other
Business
Total
Consolidated
As of and for the Nine Months Ended September 30, 2019

Total Revenues $ 1,608,697
$ 289,714
$ 377,517
$ 598,507
$ 188,245
$ 120,314
$ 3,182,994
Storage Rental 938,161
199,819
237,258
387,086
182,301
60,955
2,005,580
Service 670,536
89,895
140,259
211,421
5,944
59,359
1,177,414
Depreciation and Amortization 181,494
27,011
42,842
91,367
98,370
43,291
484,375
Depreciation 137,801
20,451
30,560
53,563
58,233
35,877
336,485
Amortization 43,693
6,560
12,282
37,804
40,137
7,414
147,890
Adjusted EBITDA 715,683
157,998
122,011
178,993
85,913
(209,449 ) 1,051,149
Total Assets(1) 5,742,593
860,101
1,319,442
2,620,709
2,349,917
684,405
13,577,167
Expenditures for Segment Assets 166,908
13,708
72,560
93,373
314,242
42,831
703,622
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations) 103,660
13,708
41,031
56,048
279,856
39,311
533,614
Cash Paid for Acquisitions, Net of Cash Acquired 9,876
—
11,850
31,253
—
3,520
56,499
Acquisitions of Customer Relationships and Customer Inducements and Contract Fulfillment Costs and third-party commissions 53,372
—
19,679
6,072
34,386
—
113,509
As of and for the Nine Months Ended September 30, 2018

Total Revenues $ 1,605,526
$ 297,472
$ 393,869
$ 618,933
$ 164,878
$ 83,594
$ 3,164,272
Storage Rental 917,347
205,833
245,883
386,278
157,479
50,741
1,963,561
Service 688,179
91,639
147,986
232,655
7,399
32,853
1,200,711
Depreciation and Amortization 183,591
29,114
49,372
93,724
72,736
46,058
474,595
Depreciation 144,146
22,517
34,575
56,535
40,931
39,219
337,923
Amortization 39,445
6,597
14,797
37,189
31,805
6,839
136,672
Adjusted EBITDA 719,199
162,616
131,377
181,305
72,990
(202,027 ) 1,065,460
Total Assets(1) 4,961,149
823,868
1,104,221
2,328,574
2,159,955
433,103
11,810,870
Expenditures for Segment Assets 138,210
15,529
37,813
111,777
1,745,770
55,426
2,104,525
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations) 86,365
15,529
31,694
60,992
98,169
37,204
329,953
Cash Paid for Acquisitions, Net of Cash Acquired 1,551
—
—
45,673
1,645,922
17,865
1,711,011
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs 50,294
—
6,119
5,112
1,679
357
63,561


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

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(7)~~6. Segment Information (Continued)

The accounting policies of the reportable operating segments are the same as those described in Note 2 and in Note 2 to Notes to Consolidated Financial Statements included in our Annual Report. Adjusted EBITDA for each segment is defined as (loss) income ~~(loss)~~ from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes certain items that we believe are not indicative of our core operating results, specifically: ~~(i)~~(1) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); ~~(ii)~~(2) intangible impairments; ~~(iii)~~(3) other expense (income) ~~expense,~~, net (which includes foreign currency transaction (gains) losses, ~~net)~~net, and debt extinguishment expense); (4) Significant Acquisition Costs; (5) Restructuring Charges (as defined in Note 10); and ~~(iv) Significant Acquisition~~(6) COVID-19 Costs (as defined below). Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

A reconciliation of (Loss) Income from Continuing Operations to Adjusted EBITDA ~~to income (loss) from continuing operations~~ on a consolidated basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 is as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
(Loss) Income from Continuing Operations	$	(7,113	)	$	92,347		$	57,779		$	122,823
Add/(Deduct):
Provision (Benefit) for Income Taxes	9,683			10,646			19,370			21,199
Other Expense (Income), Net	25,700			(15,192		)	(17,026		)	18
Interest Expense, Net	103,456			105,314			209,105			207,750
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(1,275		)	(8,405		)	(2,330		)	(7,803		)
Depreciation and amortization	163,850			164,331			326,434			326,814
Significant Acquisition Costs	—			1,901			—			4,647
Restructuring Charges	39,298			—			80,344			—
COVID-19 Costs(1)	9,285			—			9,285			—
Intangible impairments	—			—			23,000			—
Adjusted EBITDA	$	342,884		$	350,942		$	705,961		$	675,448

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

_______________________________________________________________

(1)

~~As defined~~Costs that are incremental and directly attributable to the COVID-19 pandemic which are not expected to recur once the pandemic ends ("COVID-19 Costs"). For the three and six months ended June 30, 2020, approximately $7,600 and $1,600 of COVID-19 Costs are included within in ~~Note 9 to Notes to~~Cost of sales and Selling, general and administrative expenses, respectively, on our Condensed Consolidated ~~Financial~~ Statements ~~included in~~of Operations. These costs primarily consist of incremental cleaning costs, the purchase of personal protective equipment for our ~~Annual Report.~~employees and legal and professional fees.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(7)~~6. Segment Information (Continued)

Information as to our revenues by product and service lines by segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:


	North American Records and Information Management Business		North American Data Management Business		��	Western European Business		Other International Business		Global Data Center Business		Corporate and Other Business		Total Consolidated		Global RIM Business		Global Data Center Business		Corporate and Other Business		Total Consolidated
For the Three Months Ended September 30, 2019
For the Three Months Ended June 30, 2020
Records Management(1)	$	452,336	$	—		$	103,683	$	169,748	$	—	$	23,837	$	749,604	$	678,969	$	—	$	21,079	$	700,048
Data Management(1)	—		93,016			17,551		18,884		—		16,208		145,659		119,259		—		17,290		136,549
Information Destruction(1)(2)	89,708		3,536			203		9,096		—		—		102,543		78,874		—		—		78,874
Data Center	—		—			—		—		64,418		—		64,418		—		66,768		—		66,768
Total Revenues	$	542,044	$	96,552		$	121,437	$	197,728	$	64,418	$	40,045	$	1,062,224	$	877,102	$	66,768	$	38,369	$	982,239
For the Three Months Ended September 30, 2018
For the Three Months Ended June 30, 2019
Records Management(1)	$	441,102	$	—		$	107,388	$	173,426	$	—	$	19,183	$	741,099	$	716,605	$	—	$	34,177	$	750,782
Data Management(1)	—		94,917			18,914		18,541		—		14,355		146,727		128,847		—		15,583		144,430
Information Destruction(1)(2)	98,501		2,560			52		8,672		—		—		109,785		109,404		—		—		109,404
Data Center	—		—			—		—		63,380		—		63,380		—		62,291		—		62,291
Total Revenues	$	539,603	$	97,477		$	126,354	$	200,639	$	63,380	$	33,538	$	1,060,991	$	954,856	$	62,291	$	49,760	$	1,066,907
For the Nine Months Ended September 30, 2019
For the Six Months Ended June 30, 2020
Records Management(1)	$	1,322,488	$	—		$	321,759	$	515,158	$	—	$	74,377	$	2,233,782	$	1,406,585	$	—	$	49,955	$	1,456,540
Data Management(1)	—		280,157			54,345		56,898		—		45,937		437,337		245,157		—		33,369		278,526
Information Destruction(1)(2)	286,209		9,557			1,413		26,451		—		—		323,630		181,779		—		—		181,779
Data Center	—		—			—		—		188,245		—		188,245		—		134,125		—		134,125
Total Revenues	$	1,608,697	$	289,714		$	377,517	$	598,507	$	188,245	$	120,314	$	3,182,994	$	1,833,521	$	134,125	$	83,324	$	2,050,970
For the Nine Months Ended September 30, 2018
For the Six Months Ended June 30, 2019
Records Management(1)	$	1,317,505	$	—		$	335,072	$	533,950	$	—	$	41,388	$	2,227,915	$	1,417,703	$	—	$	66,475	$	1,484,178
Data Management(1)	—		290,279			58,526		58,246		—		42,206		449,257		261,949		—		29,729		291,678
Information Destruction(1)(2)	288,021		7,193			271		26,737		—		—		322,222		221,087		—		—		221,087
Data Center	—		—			—		—		164,878		—		164,878		—		123,827		—		123,827
Total Revenues	$	1,605,526	$	297,472		$	393,869	$	618,933	$	164,878	$	83,594	$	3,164,272	$	1,900,739	$	123,827	$	96,204	$	2,120,770


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


(2)	Includes secure shredding services.

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(8)~~7. Commitments and Contingencies

We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably able to be estimated. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. There have been no material updates or changes to our accounting policies related to the accounting for commitments and contingencies or to the matters disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report. We believe that the resolution of the matters disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report will not have a material impact on our consolidated financial condition, results of operations or cash flows.

We have estimated a reasonably possible range for all loss contingencies, including those disclosed in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report and ~~the item below, and~~ believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional ~~$17,000~~$6,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements.

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

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

~~(9)~~8. Stockholders' Equity Matters

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

In fiscal year ~~2018~~2019 and the first ~~nine~~six months of ~~2019,~~2020, our board of directors declared the following dividends:


Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date	Dividend Per Share		Record Date	Total Amount		Payment Date
February 14, 2018	$	0.5875	March 15, 2018	$	167,969	April 2, 2018
May 24, 2018	0.5875		June 15, 2018	168,078		July 2, 2018
July 24, 2018	0.5875		September 17, 2018	168,148		October 2, 2018
October 25, 2018	0.6110		December 17, 2018	174,935		January 3, 2019
February 7, 2019	0.6110		March 15, 2019	175,242		April 2, 2019	$	0.6110	March 15, 2019	$	175,242	April 2, 2019
May 22, 2019	0.6110		June 17, 2019	175,389		July 2, 2019	0.6110		June 17, 2019	175,389		July 2, 2019
July 26, 2019	0.6110		September 16, 2019	175,434		October 2, 2019	0.6110		September 16, 2019	175,434		October 2, 2019
October 31, 2019							0.6185		December 16, 2019	177,687		January 2, 2020
February 13, 2020							0.6185		March 16, 2020	178,047		April 6, 2020
May 5, 2020							0.6185		June 15, 2020	178,212		July 2, 2020

~~Table~~On August 5, 2020, we declared a dividend to our stockholders of ~~Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(9) Stockholders' Equity Matters (Continued)~~

record as of September 15, 2020 of $0.6185 per share, payable on October 2, 2020.

At The Market (ATM) Equity Program

~~(10) Divestments~~

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

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

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

`~~Table of Contents~~

~~IRON MOUNTAIN INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(In Thousands, Except Share and Per Share Data)~~

~~(Unaudited)~~

~~(11) Significant Acquisition Costs~~

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

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

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

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

~~(12) Related Party Transactions~~

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

5139

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IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

~~(13) Subsequent Events~~9. Related Parties

In connection with the Consumer Storage Transaction (as described in Note 2.j.), 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”).

Revenues and expenses associated with the MakeSpace Agreement are presented as a component of our Global RIM Business segment. We recognized approximately $7,100 and $13,900 of revenue for the three and six months ended June 30, 2020, respectively, and approximately $7,400 and $7,900 of revenue for the three and six months ended June 30, 2019, respectively, associated with the MakeSpace Agreement.

10. Project Summit

In October 2019, we announced ~~a global program designed to better position us for future growth and achievement of our strategic objectives (“~~Project ~~Summit”).~~Summit. Project Summit ~~will focus~~focuses on simplifying our global structure by combining our core records and information management operations under one global leader and rebalancing our resources, streamlining managerial structures and leveraging our global and regional customer facing resources. As part of Project Summit, we are also implementing systems and process changes designed to make our organization more agile and dynamic, streamline our organization and reallocate our resources to better align with our strategic goals. Since Project Summit was announced, we have identified additional opportunities to streamline our business and operations, as well as accelerated the timing of certain opportunities previously identified. Such opportunities include leveraging new technology solutions to enable us to modernize our service delivery model and more efficiently utilize our fleet, labor and real estate, which has broadened the initial scope of Project Summit.

The activities associated with Project Summit ~~will begin~~began in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. ~~We expect~~Including the ~~total program benefits associated with~~expanded scope of Project Summit, ~~to be fully realized by the end of 2022. We~~we estimate that the implementation of Project Summit will result in total ~~restructuring charges (including operating and capital expenditures)~~costs of approximately ~~$240,000. We expect to incur restructuring charges~~$450,000, which includes (1) operating expenditures (“Restructuring Charges”) that primarily consist of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit initiatives; (iii) professional fees, primarily related to third party consultants who are assisting with the design and execution of ~~approximately $60,000 during~~various initiatives as well as project management activities and (iv) system implementation and data conversion costs, and (2) capital expenditures. During the ~~fourth quarter~~three and six months ended June 30, 2020, we incurred $39,298 and $80,344, respectively, of ~~2019, substantially all of which will consist of~~Restructuring Charges, primarily related to employee severance costs, internal costs associated with the development and implementation of Project Summit initiatives and professional ~~fees that will be settled in cash during the fourth quarter of 2019 and 2020.~~fees.

~~As a result~~Restructuring Charges included in the accompanying Condensed Consolidated Statements of Operations by segment for the three and six months ended June 30, 2020 and from the inception of Project Summit through June 30, 2020 are as follows:



	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020		From the inception of Project Summit through June 30, 2020
Global RIM Business	$	12,774	$	21,062	$	42,962
Global Data Center Business	503		690		996
Corporate and Other Business	26,021		58,592		84,983
Restructuring Charges	$	39,298	$	80,344	$	128,941

Table of Contents

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

10. Project Summit (Continued)

A rollforward of the ~~realignment~~accrued Restructuring Charges, which is included as a component of Accrued expenses and other current liabilities in our ~~global managerial structure and changes~~Condensed Consolidated Balance Sheet, from December 31, 2019 to ~~our internal financial reporting associated with Project Summit, during the fourth quarter of~~June 30, 2020 is as follows:



	Restructuring Charges
Balance as of December 31, 2019(1)	$	17,777
Amounts accrued	80,344
Payments	(72,757		)
Other, including currency translation adjustments	(2,716		)
Balance as of June 30, 2020(2)	$	22,648

(1) Accrued Restructuring Charges at December 31, 2019 we reassessed the composition of our reportable operating segments. Subsequent to the implementation of the planned managerial structure changes associated with Project Summit, we expect to have three reportable operating segments: (i) Global Records and Information Management Business (which will consist of ~~our existing North American Records~~approximately $13,000 of accrued professional fees and ~~Information Management Business, North American Data Management Business, Western European Business~~approximately $4,800 of accrued employee severance costs.

(2) Accrued Restructuring Charges at June 30, 2020 consist of approximately $16,000 of accrued professional fees and Other International Business operating segments); (ii) Global Data Center Business; and (iii) Corporate and Other Business (which includes our Adjacent Businesses operating segment). We also are in the processapproximately $6,600 of ~~reassessing the composition of our reporting units, at which level we assess goodwill for impairment.~~accrued employee severance costs.

IRON MOUNTAIN INCORPORATED

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~~six months ended ~~September~~June 30, ~~2019~~2020 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, ~~2018,~~2019, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February ~~14, 2019~~13, 2020 (our "Annual Report").

FORWARD-LOOKING STATEMENTS

We have made statements in this Quarterly Report on Form 10-Q ~~("Quarterly~~(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 operations, economic performance, financial condition, goals, beliefs, future growth strategies, investment objectives, plans and current expectations, such as our (1) commitment to future dividend payments, (2) expected ~~growth~~change in volume of records stored with us, ~~from existing customers,~~ (3) ~~expected 2019 consolidated organic storage rental revenue growth rate, consolidated organic total revenue growth rate and capital expenditures, (4) expectation~~expectations that profits will increase in our ~~emerging~~growth portfolio, including our higher-growth markets, ~~(5) expectation~~and that our growth portfolio will become a ~~large~~larger part of our business over time, ~~(6) statements regarding~~(4) expectations related to our ~~expectation~~revenue management programs and continuous improvement initiatives, (5) expectations related to ~~reduce~~ our leverage ratio ~~(7)~~and capital requirements, (6) expected ability to ~~close pending~~identify and complete acquisitions and drive returns on invested capital, (7) anticipated capital expenditures, (8) expectations and assumptions regarding the possible impact from the COVID-19 (as defined below) pandemic on us and our customers, including on our businesses, financial position, results of operations and cash flows and the goodwill associated with our reporting units, (9) expected benefits, costs and actions related to, and timing of, Project Summit (as defined and discussed below). and (10) statements regarding the durability of our core storage business. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors. When we use words such as "believes," "expects," "anticipates," "estimates" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others:

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

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

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

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

our ability or inability to execute our strategic growth plan, expand internationally, complete acquisitions on satisfactory terms, and to integrate acquired companies efficiently;

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

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

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

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

changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;

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

~~our ability or inability to manage growth, expand internationally, complete acquisitions~~the impact of executing on ~~satisfactory terms, to close pending acquisitions and to integrate acquired companies efficiently;~~

~~changes in the amount of~~ our growth ~~and recurring capital expenditures and our ability to invest according to plan;~~strategy through joint ventures;

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

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

changes in the cost of our debt;

the impact of alternative, more attractive investments on dividends;

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

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

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

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

Additional risks and facts that may affect us, including as a result of the COVID-19 pandemic, are set forth in our filings with the SEC, including under "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 7, 2020 (the "March 31, 2020 Quarterly Report") and our Annual Report.

You should not rely upon forward-looking statements except as statements of our present intentions and of our present expectations, which may or may not occur. You should read these cautionary statements as being applicable to all forward-looking statements wherever they appear. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated ~~events.~~events or otherwise. Readers are also urged to carefully review and consider the various disclosures we have made in this Quarterly Report, as well as our other periodic reports filed with the SEC including under "Risk Factors" in ~~this~~the March 31, 2020 Quarterly Report and in our Annual Report.

Overview

The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 within each section.

COVID-19

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. In January 2020, COVID-19 spread to other countries, including the United States, and the World Health Organization subsequently declared COVID-19 a pandemic. This resulted in U.S. federal, state and local and foreign governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories and the quarantining of people who may have been exposed to the virus ("Mandated Restrictions"). In response, we temporarily closed certain of our offices and facilities across the world and implemented certain travel restrictions for our employees. While we have since reopened the majority of the offices and facilities that had been temporarily closed, Mandated Restrictions in certain locations and certain travel restrictions we have imposed for employees remain in place, which continue to disrupt how we operate our business. The preventative and protective actions that governments have ordered, or we have implemented as an organization, have resulted in a period of reduced operations and business disruption for us, our customers and other third parties with which we do business. The effects of the pandemic, including the effects on the economy and the preventative and protective actions taken to date, have included, but are not limited to: (i) declines in our service revenues; (ii) higher operating costs and reduced leverage associated with labor, vehicle and facility costs for service operations that are not being fully utilized, and (iii) limited delays in cash collections and increased bad debt expense due to bankruptcy of, and increased collectability risk from, some of our customers. We have not made any adjustments for these impacts in our reported results or in calculating our various non-GAAP measures (as described below). We have also incurred other costs due to the COVID-19 pandemic which are direct, incremental and not expected to recur once the pandemic ends, primarily associated with the purchase of personal protective equipment for our employees, increased cleaning costs and legal and professional fees. We have excluded these costs in calculating our various non-GAAP measures. The broader impacts of the COVID-19 pandemic on our financial position, results of operations and cash flows remain uncertain and difficult to predict as information continues to rapidly evolve, and the severity and duration of the pandemic remains unknown, as is our visibility to its effect on the markets we serve and our customers within those markets.

Project Summit

In October 2019, we announced aour global program designed to better position us for future growth and achievement of our strategic objectives (“("Project ~~Summit”~~Summit"). Project Summit ~~will focus~~focuses on simplifying our global structure by combining our core records and information management operations under one global leader and rebalancing our resources, streamlining managerial structures and leveraging our global and regional customer facing resources. WeAs part of Project Summit, we are also ~~plan to implement~~implementing systems and process changes designed to make our organization more agile and dynamic, streamline our organization and reallocate our resources to better align with our strategic ~~goals~~goals. Since Project Summit was announced, we have identified additional opportunities to streamline our business and operations, as ~~part~~well as accelerated the timing of certain opportunities previously identified. Such opportunities include leveraging new technology solutions to enable us to modernize our service delivery model and more efficiently utilize our fleet, labor and real estate, which has broadened the initial scope of Project Summit. As a result of the program, we expect to reduce the number of vice president level and above positions by approximately 45%. The total program is expected to reduce our total managerial and administrative workforce by approximately 700 positions over the next two years.

The activities associated with Project Summit ~~will begin~~began in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. We expect the total program benefits associated with Project Summit to be fully realized byexiting 2021. Including the ~~end~~expanded scope of ~~2022. We~~Project Summit described above, we estimate that Project Summit will improve annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, an increase from our original estimate of $200.0 ~~million by the end of 2022 as program benefits are realized. We~~million. In addition, we expect Project Summit to improve annual Adjusted EBITDA by approximately ~~$80.0~~$150.0 million in 2020, an increase from our original estimate of ~~which we expect to realize approximately $50.0 million of Adjusted EBITDA improvement as a result of the actions initiated during the fourth quarter of 2019.~~$80.0 million. We will continue to evaluate our overall operating model, as well as various opportunities and initiatives, including those associated with real estate consolidation, system implementation and process changes, which could result in the identification and implementation of additional actions associated with Project Summit and incremental costs and benefits.

Including the expanded scope of Project Summit described above, we estimate that the implementation of Project Summit will result in total ~~restructuring charges (including operating and capital expenditures)~~costs of approximately $450.0 million, a $210.0 million increase from our original estimate of $240.0 million, ~~including approximately $60.0 million~~ of ~~restructuring charges~~which we expect to incur ~~during the fourth quarter of 2019. We expect to substantially complete all actions~~$240.0 million in 2020. These costs include (1) operating expenditures ("Restructuring Charges") that primarily consist of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit byinitiatives; (iii) professional fees, primarily related to third party consultants who are assisting with the ~~end~~design and execution of ~~2021. We expect substantially all~~various initiatives as well as project management activities and (iv) system implementation and data conversion costs, and (2) capital expenditures. The following table presents (in thousands) the total costs related to Project Summit, comprised of ~~the restructuring charges~~Restructuring Charges (primarily related to employee severance costs, internal costs associated with the development and implementation of Project Summit ~~that we will incur~~initiatives and professional fees) and capital expenditures for both the three and six months ended June 30, 2020 and from the inception of Project Summit through June 30, 2020.



	For the Three Months Ended June 30, 2020		For the Six Months Ended June 30, 2020		From the inception of Project Summit through June 30, 2020
Restructuring Charges	$	39,298	$	80,344	$	128,941
Capital Expenditures associated with Project Summit	827		2,105		2,105
Total	$	40,125	$	82,449	$	131,046

See Note 10 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for more information on the Restructuring Charges.

During the fourth quarter of 2019, substantially all of which will consist of employee severance costs and professional fees, will be settled in cash during the fourth quarter of 2019 and 2020. In addition, we expect a significant portion of the remaining restructuring charges we will incur as a result of ~~Project Summit will be settled in cash, primarily as a result of employee severance, professional fees, program management and implementation of various technology systems and hardware.~~

~~As a result of~~the realignment of our global managerial structure and changes to our internal financial reporting associated with Project Summit, ~~during the fourth quarter of 2019,~~ we reassessed the composition of our reportable operating ~~segments. Subsequent~~segments and reporting units, as discussed in Note 2.h. to ~~the implementation~~Notes to Consolidated Financial Statements included in our Annual Report. As a result of the ~~planned~~ managerial structure changes associated with Project Summit, we ~~expect to~~ have ~~three~~the following reportable operating segments: (i) Global Records and Information Management ("Global RIM") Business (which ~~will consist~~consists of our ~~existing~~former North American Records and Information Management Business (excluding our technology escrow services business, which is included as a component of our Corporate and Other Business), North American Data Management Business, Western European Business and Other International Business ~~operating~~ segments); (ii) Global Data Center Business; and (iii) Corporate and Other Business (which includes our Adjacent Businesses ~~operating segment)~~and our technology escrow services business). ~~We also are in the process of reassessing the composition of our reporting units, at which level we assess goodwill for impairment.~~

~~IODC Acquisition~~

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

~~Divestments~~

~~a. Consumer Storage Transaction~~

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

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

As a result of these changes, previously reported segment information has been restated to conform to the ~~Consumer Storage Transaction, we recorded a gain on sale of approximately $4.2 million to Other (income) expense, net,~~current presentation.

Change in ~~the first quarter of 2019, representing the excess of the fair value of the consideration received over the sum of (i) carrying value of our consumer storage operations and (ii) the Cash Contribution.~~Presentation

~~b. IMFS Divestment~~

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

~~Significant Acquisition Costs~~

We ~~currently estimate total~~have historically classified our significant acquisition ~~and integration~~costs which represent operating expenditures associated with ~~our~~(1) the acquisition of Recall Holdings Limited ("Recall") that we completed on May 2, 2016 (the "Recall Transaction"), including: (i) advisory and ~~acquisition expenditures~~professional fees to complete the Recall Transaction; (ii) costs associated with the ~~IODC Transaction~~divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to ~~be approximately $405.0 million,~~integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT integration and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions; and (2) the ~~substantial majority~~advisory and professional fees to complete the acquisition of ~~which was incurred prior to~~IO Data Centers, LLC ("IODC") (collectively, "Significant Acquisition Costs"), as components of Selling, general and administrative expenses and Cost of sales. Beginning in the ~~end~~fourth quarter of ~~2018. From January 1, 2015 through September 30,~~ 2019, we present Significant Acquisition Costs as its own line item within Operating Expenses in our Condensed Consolidated Statements of Operations. The prior periods have ~~incurred cumulative operating~~been confirmed to this presentation.

There were no Significant Acquisition Costs for the three and ~~capital expenditures~~six months ended June 30, 2020 as all of the costs associated with the Recall Transaction and ~~the~~ IODC ~~Transaction~~were incurred as of ~~$398.9 million, including $323.1 million of~~December 31, 2019. Significant Acquisition Costs (as defined in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report) and $75.8 million of capital expenditures. We expect the remaining amount of these operating and capital expenditures will be primarily related to moving costs associated with facility consolidation and system upgrade costs.

~~Immaterial Restatement~~

In June 2019, we received a notification of assessment from tax and customs authorities in the Netherlands related to a value-added tax (“VAT”) liability which relates to periods prior to January 1, 2019. We have established a reserve for this matter based upon our estimate of the amount of loss that is both probable and estimable, and have reflected this reserve through an immaterial restatement of our consolidated financial statements. As a result, certain line items in our Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, 2018 have been restated to reflect the immaterial restatement. See Note 2.n. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the effect of the immaterial restatement on certain line items in our Condensed Consolidated Statements of Operations for the three2019 were approximately $1.9 million and ~~nine months ended September 30, 2018.~~$4.6 million, respectively.

General

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

Cost of sales (excluding depreciation and amortization) primarily consists ~~primarily~~ of wages and benefits for field personnel, facility occupancy costs (including rent and utilities), transportation expenses (including vehicle leases and fuel), other product cost of sales and other equipment costs and supplies. Of these, wages and benefits and facility occupancy costs are the most significant. Selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, IT, sales, account management and marketing personnel, as well as expenses related to communications and data processing, travel, professional fees, bad debts, training, office equipment and supplies.

Trends in facility occupancy costs are impacted by the total number of facilities we occupy, the mix of properties we own versus properties we occupy under leases, fluctuations in per square foot occupancy costs, and the levels of utilization of these properties. Trends in total wages and benefits in dollars and as a percentage of total consolidated revenue are influenced by changes in headcount and compensation levels, achievement of incentive compensation targets, workforce productivity and variability in costs associated with medical insurance and workers' compensation.

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

Our consolidated revenues and expenses are subject to the net effect of foreign currency translation related to our operations outside the United States. It is difficult to predict the future fluctuations of foreign currency exchange rates and how those fluctuations will impact our Consolidated Statements of Operations. As a result of the relative size of our international operations, these fluctuations may be material on individual balances. Our revenues and expenses from our international operations are generally denominated in the local currency of the country in which they are derived or incurred. Therefore, the impact of currency fluctuations on our operating income and operating margin is partially mitigated. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the percentage change in the results from one period to another period in this report using constant currency presentation. The constant currency growth rates are calculated by translating the ~~2018~~2019 results at the ~~2019~~2020 average exchange rates. Constant currency growth rates are a non-GAAP measure.

The following table is a comparison of underlying average exchange rates of the foreign currencies that had the most significant impact on our United States dollar-reported revenues and expenses:


	Percentage of United States Dollar-Reported Revenue for the Three Months Ended September 30,				Average Exchange Rates for the Three Months Ended September 30,				Percentage Strengthening / (Weakening) of Foreign Currency		Percentage of United States Dollar-Reported Revenue for the Three Months Ended June 30,				Average Exchange Rates for the Three Months Ended June 30,				Percentage Strengthening / (Weakening) of Foreign Currency
	2019		2018		2019		2018		Percentage Strengthening / (Weakening) of Foreign Currency		2020		2019		2020		2019		Percentage Strengthening / (Weakening) of Foreign Currency
Australian dollar	3.4	%	3.6	%	$	0.685	$	0.731	(6.3	)%	3.2	%	3.4	%	$	0.657	$	0.700	(6.1	)%
Brazilian real	2.6	%	2.7	%	$	0.252	$	0.254	(0.8	)%	1.8	%	2.6	%	$	0.186	$	0.255	(27.1	)%
British pound sterling	6.2	%	6.4	%	$	1.233	$	1.303	(5.4	)%	5.6	%	6.4	%	$	1.241	$	1.285	(3.4	)%
Canadian dollar	5.7	%	5.8	%	$	0.757	$	0.765	(1.0	)%	5.3	%	5.7	%	$	0.721	$	0.748	(3.6	)%
Euro	7.3	%	7.5	%	$	1.112	$	1.163	(4.4	)%	7.4	%	7.5	%	$	1.101	$	1.124	(2.0	)%


	Percentage of United States Dollar-Reported Revenue for the Nine Months Ended September 30,				Average Exchange Rates for the Nine Months Ended September 30,				Percentage Strengthening / (Weakening) of Foreign Currency		Percentage of United States Dollar-Reported Revenue for the Six Months Ended June 30,				Average Exchange Rates for the Six Months Ended June 30,				Percentage Strengthening / (Weakening) of Foreign Currency
	2019		2018		2019		2018		Percentage Strengthening / (Weakening) of Foreign Currency		2020		2019		2020		2019		Percentage Strengthening / (Weakening) of Foreign Currency
Australian dollar	3.4	%	3.8	%	$	0.699	$	0.758	(7.8	)%	3.1	%	3.4	%	$	0.657	$	0.706	(6.9	)%
Brazilian real	2.6	%	2.9	%	$	0.258	$	0.280	(7.9	)%	2.0	%	2.6	%	$	0.206	$	0.260	(20.8	)%
British pound sterling	6.4	%	6.7	%	$	1.273	$	1.352	(5.8	)%	5.9	%	6.5	%	$	1.261	$	1.294	(2.6	)%
Canadian dollar	5.7	%	6.0	%	$	0.752	$	0.777	(3.2	)%	5.4	%	5.7	%	$	0.734	$	0.750	(2.1	)%
Euro	7.4	%	7.2	%	$	1.124	$	1.195	(5.9	)%	7.3	%	7.5	%	$	1.102	$	1.130	(2.5	)%

The percentage of United States dollar-reported revenues for all other foreign currencies was ~~12.5%~~13.6% and ~~12.6%~~13.8% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and ~~12.4%~~12.6% and ~~12.6%~~12.7% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively.

Non-GAAP Measures

Adjusted EBITDA

Adjusted EBITDA is defined as (loss) income ~~(loss)~~ from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes certain items that we believe are not indicative of our core operating results, specifically: (1) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); (2) intangible impairments; (3) other expense (income) ~~expense,~~, net (which includes foreign currency transaction (gains) losses, ~~net)~~net, and debt extinguishment expense); ~~and~~ (4) Significant Acquisition ~~Costs.~~Costs; (5) Restructuring Charges; and (6) COVID-19 Costs (as defined below). Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We use multiples of current or projected Adjusted EBITDA in conjunction with our discounted cash flow models to determine our estimated overall enterprise valuation and to evaluate acquisition targets. We believe Adjusted EBITDA and Adjusted EBITDA Margin provide our current and potential investors with relevant and useful information regarding our ability to generate cash ~~flow~~flows to support business investment. These measures are an integral part of the internal reporting system we use to assess and evaluate the operating performance of our business.

Adjusted EBITDA excludes both interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Finally, Adjusted EBITDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, (loss) income ~~(loss)~~ from continuing operations, net (loss) income ~~(loss)~~ or cash flows from operating activities from continuing operations (as determined in accordance with GAAP).

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Income (Loss) from Continuing Operations	$	108,284		$	77,349		$	231,107		$	209,001
(Loss) Income from Continuing Operations													$	(7,113	)	$	92,347		$	57,779		$	122,823
Add/(Deduct):
Provision (Benefit) for Income Taxes	21,928			14,023			43,127			39,957			9,683			10,646			19,370			21,199
Other (Income) Expense, Net	(13,415		)	325			(13,397		)	1,420
Other Expense (Income), Net													25,700			(15,192		)	(17,026		)	18
Interest Expense, Net	106,677			103,938			314,427			303,836			103,456			105,314			209,105			207,750
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(9,284		)	(388		)	(17,087		)	(2,064		)	(1,275		)	(8,405		)	(2,330		)	(7,803		)
Depreciation and amortization	157,561			157,797			484,375			474,595			163,850			164,331			326,434			326,814
Significant Acquisition Costs	3,950			9,286			8,597			38,715			—			1,901			—			4,647
Restructuring Charges													39,298			—			80,344			—
COVID-19 Costs(1)													9,285			—			9,285			—
Intangible impairments													—			—			23,000			—
Adjusted EBITDA	$	375,701		$	362,330		$	1,051,149		$	1,065,460		$	342,884		$	350,942		$	705,961		$	675,448


(1)	Costs that are incremental and directly attributable to the COVID-19 pandemic which are not expected to recur once the pandemic ends ("COVID-19 Costs"). For the three and six months ended June 30, 2020, approximately

$7.6 million and $1.6 million of COVID-19 Costs are included within in Cost of sales and Selling, general and administrative expenses, respectively, on our Condensed Consolidated Statements of Operations. These costs primarily consist of incremental cleaning costs, the purchase of personal protective equipment for our employees and legal and professional fees.

Adjusted EPS

Adjusted EPS is defined as reported earnings per share fully diluted from continuing operations excluding: (1) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); (2) intangible impairments; (3) other expense (income) ~~expense,~~, net (which includes foreign currency transaction (gains) losses, ~~net)~~net, and debt extinguishment expense); (4) Significant Acquisition Costs; (5) Restructuring Charges; (6) COVID-19 Costs; and ~~(5)~~(7) the tax impact of reconciling items and discrete tax items. Adjusted EPS includes income (loss) attributable to noncontrolling interests. We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.

Reconciliation of Reported EPS—Fully Diluted from Continuing Operations to Adjusted EPS—Fully Diluted from Continuing Operations:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Reported EPS—Fully Diluted from Continuing Operations	$	0.37		$	0.27		$	0.80		$	0.73		$	(0.02	)	$	0.32		$	0.20		$	0.42
Add/(Deduct):
Income (Loss) Attributable to Noncontrolling Interests	—			—			0.01			—			—			—			—			—
Other (Income) Expense, Net	(0.05		)	—			(0.05		)	—
Other Expense (Income), Net													0.09			(0.05		)	(0.06		)	—
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(0.03		)	—			(0.06		)	—			—			(0.03		)	(0.01		)	(0.03		)
Significant Acquisition Costs	0.01			0.03			0.03			0.14			—			0.01			—			0.02
Restructuring Charges													0.14			—			0.28			—
COVID-19 Costs													0.03			—			0.03			—
Intangible impairments													—			—			0.08			—
Tax Impact of Reconciling Items and Discrete Tax Items(1)	—			(0.02		)	(0.01		)	(0.06		)	(0.01		)	(0.01		)	(0.03		)	(0.01		)
Adjusted EPS—Fully Diluted from Continuing Operations(2)	$	0.32		$	0.28		$	0.71		$	0.80		$	0.22		$	0.23		$	0.49		$	0.40

(1)

The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 is primarily due to (i) the reconciling items above, which impact our reported (loss) income ~~(loss)~~ from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 was 17.1% and ~~2018 was 18.6% and 20.3%~~17.7%, respectively.


(2)	Columns may not foot due to rounding.

FFO (Nareit) and FFO (Normalized)

Funds from operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts ("Nareit") and us as net (loss) income ~~(loss)~~ excluding depreciation on real estate assets, gains on sale of real estate, net of tax and amortization of data center leased-based intangibles ("FFO (Nareit)"). FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net ~~income~~ (loss). income. Although Nareit has published a definition of FFO, modifications to FFO (Nareit) are common among REITs as companies seek to provide financial measures that most meaningfully reflect their particular business. Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically: (1) (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net; (2) intangible impairments; (3) other expense (income) ~~expense,~~, net (which includes foreign currency transaction (gains) losses, ~~net)~~net, and debt extinguishment expense); (4) real estate financing lease depreciation; (5) Significant Acquisition Costs; (6) Restructuring Charges; (7) COVID-19 Costs; (8) the tax impact of reconciling items and discrete tax items; ~~(7)~~(9) (income) loss ~~(income)~~ from discontinued operations, net of tax; and ~~(8)~~(10) (gain) loss ~~(gain)~~ on sale of discontinued operations, net of tax.

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Net Income (Loss)	$	108,284		$	65,744		$	231,211		$	196,574
Net (Loss) Income													$	(7,113	)	$	92,475		$	57,779		$	122,927
Add/(Deduct):
Real Estate Depreciation(1)	72,939			72,058			220,179			211,499			75,719			74,161			152,306			147,240
Gains on Sale of Real Estate, Net of Tax	(9,740		)	(1,348		)	(40,252		)	(1,348		)	(1,089		)	(30,512		)	(1,581		)	(30,512		)
Data Center Lease-Based Intangible Assets Amortization(2)	11,356			12,036			35,337			30,437			10,379			11,372			21,732			23,981
FFO (Nareit)	182,839			148,490			446,475			437,162			77,896			147,496			230,236			263,636
Add/(Deduct):
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net	369			960			28,558			(716		)	(155		)	27,587			(399		)	28,189
Other (Income) Expense, Net(3)	(13,415		)	325			(13,397		)	1,420
Other Expense (Income), Net(3)													25,700			(15,192		)	(17,026		)	18
Real Estate Financing Lease Depreciation	3,115			3,374			9,732			10,323			3,431			3,113			6,594			6,617
Significant Acquisition Costs	3,950			9,286			8,597			38,715			—			1,901			—			4,647
Restructuring Charges													39,298			—			80,344			—
COVID-19 Costs													9,285			—			9,285			—
Intangible impairments													—			—			23,000			—
Tax Impact of Reconciling Items and Discrete Tax Items(4)	1,283			(6,347		)	(9,202		)	(18,165		)	(3,241		)	(10,168		)	(10,053		)	(10,144		)
Loss (Income) from Discontinued Operations, Net of Tax(5)	—			11,605			(104		)	12,427
(Income) Loss from Discontinued Operations, Net of Tax(5)													—			(128		)	—			(104		)
FFO (Normalized)	$	178,141		$	167,693		$	470,659		$	481,166		$	152,214		$	154,609		$	321,981		$	292,859


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


(2)	Includes amortization expense for ~~data center in-place lease intangible assets~~Data Center In-Place Lease Intangible Assets and ~~data center tenant relationship intangible assets~~Data Center Tenant Relationship Intangible Assets as discussed in Note ~~2.b.~~2.i. to Notes to Consolidated Financial Statements included in our Annual Report.

(3)

Includes (i) foreign currency transaction losses (gains), net of $1.5 million and $(35.9) million for the three and six months ended June 30, 2020, respectively, and $(19.3) million and $(1.6) million for the three and six months ended June 30, 2019, respectively and (ii) debt extinguishment expense of $17.0 million for the three and six months ended June 30, 2020. See Note 2.m. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

~~(3)~~

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

(4)

Represents the tax impact of (i) the reconciling items above, which impact our reported (loss) income ~~(loss)~~ from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of ~~$1.0~~$2.3 million and ~~$(5.5)~~$2.2 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and ~~$(4.0)~~$(5.9) million and ~~$(14.6)~~$(6.5) million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively.


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

Critical Accounting Policies

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

Revenue Recognition

Accounting for Acquisitions

Impairment of Tangible and Intangible Assets

Income Taxes

Further detail regarding our critical accounting policies can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, and the Consolidated Financial Statements and the Notes included ~~therein.~~therein and should be read in conjunction with the disclosure below which addresses updates in light of the COVID-19 pandemic.

Impairment of Tangible and Intangible Assets

Goodwill and other indefinite-lived intangible assets not subject to amortization: Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment, or more frequently if impairment indicators arise. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. We have ~~determined~~selected October 1 as our annual goodwill impairment review date. We performed our annual goodwill impairment review as of October 1, 2019 and concluded that ~~no material changes concerning our critical accounting policies have occurred since~~as of October 1, 2019 goodwill was not impaired. As of December 31, ~~2018, other than~~2019, no factors were identified that would alter our October 1, 2019 goodwill impairment analysis. Our reporting units as of December 31, 2019 are described in detail in Note 2.h. to Notes to Consolidated Financial Statements included in our Annual Report. The goodwill associated with acquisitions completed during the ~~adoption~~first six months of ~~Accounting Standards Update No. 2016-02,~~ ~~Leases (Topic 842),~~ ~~as amended ("ASU 2016-02"), as~~2020 (which are described in Note ~~2.d.~~4 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) has been incorporated into our reporting units as they existed as of December 31, 2019. There were no other changes to the composition of our reporting units for the six months ended June 30, 2020.

During the first quarter of 2020, we concluded that we had a triggering event related to our Fine Arts reporting unit, requiring us to perform an interim goodwill impairment test. The primary factor contributing to our conclusion was the expected impact of the COVID-19 pandemic to this particular business and its customers and revenue sources, which caused us to believe it was more likely than not that the carrying value of our Fine Arts reporting unit exceeded its fair value. During the first quarter of 2020, we performed an interim goodwill impairment test for our Fine Arts reporting unit utilizing a discounted cash flow model, with updated assumptions on future revenues, operating expenditures and capital expenditures. As a result of the interim goodwill impairment test, we concluded that the fair value of the Fine Arts reporting unit was less than its carrying value, primarily due to near-term revenue declines that are unable to be fully mitigated by the cost reduction measures we have taken. Therefore, we recorded a $23.0 million impairment charge on the goodwill associated with this reporting unit during the first quarter of 2020. The remaining goodwill for this reporting unit subsequent to the impairment charge was approximately $15.0 million. As disclosed in our Annual Report, our Global Data Center reporting unit had an estimated fair value that exceeded its carrying value by less than 20%. At March 31, 2020, we determined we did not have a triggering event requiring an interim impairment test on the goodwill associated with our Global Data Center reporting unit. Additionally, we concluded that, as of March 31, 2020, we did not have a triggering event requiring an interim impairment test on the goodwill associated with our other reporting units. During the second quarter of 2020, no factors were identified that would alter our interim goodwill impairment analysis performed during the first quarter of 2020, or change the conclusions reached at that time.

Reporting unit valuations have generally been determined using a combined approach based on the present value of future cash flows (the “Discounted Cash Flow Model”) and market multiples. There are inherent uncertainties and judgments involved when determining the fair value of our reporting units for purposes of our annual impairment testing or upon a triggering event. The success of each of these businesses and the achievement of certain key assumptions developed by management and used in the Discounted Cash Flow Model are contingent upon various factors, which may be impacted by the economic effects of the COVID-19 pandemic. Such factors include, but are not limited to: (i) our ability to maintain, or grow, storage rental and service revenues in line with current expectations and (ii) our ability to manage our fixed and variable costs in line with potential future revenue declines. These factors are incremental to those previously outlined in our Annual Report, which included, but were not limited to: (i) achieving growth from existing customers, (ii) sales to new customers, (iii) increased market penetration and (iv) accurately timing the capital investments related to expansions. In addition, the discount rates utilized in our valuation models could be impacted by changes in the underlying interest rates and risk premiums which could also result in future goodwill impairments. However, the duration and severity of the COVID-19 pandemic, as well as the related economic impact on both our business and the businesses of our customers, remain uncertain as of the filing of this Quarterly Report. As such, the current assumptions we used in determining the fair values of our reporting units may materially change as we gain additional visibility into the impact to our business and our customers’ businesses. If our reporting units are not able to meet the assumptions we used in the Discounted Cash Flow Model, or there are any future adverse market conditions that are not currently known or are more severe than we currently expect, including relating to the COVID-19 pandemic, it could lead to a fair value that is less than the carrying value in any one of our reporting units and cause future goodwill impairments.

Recent Accounting Pronouncements

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

Results of Operations

Comparison of the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 (in thousands):

Three Months Ended
September 30,

Dollar
Change

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



	Three Months Ended June 30,
	Three Months Ended June 30,						Dollar Change			Percentage Change
	2020			2019			Dollar Change			Percentage Change
Revenues	$	982,239		$	1,066,907		$	(84,668	)	(7.9	)%
Operating Expenses	850,513			873,792			(23,279		)	(2.7	)%
Operating Income	131,726			193,115			(61,389		)	(31.8	)%
Other Expenses, Net	138,839			100,768			38,071			37.8	%
(Loss) Income from Continuing Operations	(7,113		)	92,347			(99,460		)	(107.7	)%
Income (Loss) from Discontinued Operations, Net of Tax	—			128			(128		)	(100.0	)%
Net (Loss) Income	(7,113		)	92,475			(99,588		)	(107.7	)%
Net (Loss) Income Attributable to Noncontrolling Interests	(27		)	34			(61		)	(179.4	)%
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	(7,086	)	$	92,441		$	(99,527	)	(107.7	)%
Adjusted EBITDA(1)	$	342,884		$	350,942		$	(8,058	)	(2.3	)%
Adjusted EBITDA Margin(1)	34.9		%	32.9		%


	Nine Months Ended September 30,												Six Months Ended June 30,
	Nine Months Ended September 30,						Dollar Change				Percentage Change		Six Months Ended June 30,								Dollar Change				Percentage Change
	2019			2018						2020				2019							Dollar Change				Percentage Change
Revenues	$	3,182,994		$	3,164,272		Dollar Change	$	18,722		Percentage Change			0.6	%	$	2,050,970			$	2,120,770			$	(69,800	)	(3.3	)%
Operating Expenses	2,607,730			2,610,058			(2,328		)		(0.1	)%	1,781,742				1,768,980				12,762				0.7	%
Operating Income	575,264			554,214			21,050				3.8	%	269,228				351,790				(82,562		)		(23.5	)%
Other Expenses, Net	344,157			345,213			(1,056		)		(0.3	)%	211,449				228,967				(17,518		)		(7.7	)%
Income from Continuing Operations	231,107			209,001			22,106				10.6	%
Income (Loss) from Continuing Operations													57,779				122,823				(65,044		)		(53.0	)%
Income (Loss) from Discontinued Operations, Net of Tax	104			(12,427		)	12,531				(100.8	)%	—				104				(104		)		(100.0	)%
Net Income	231,211			196,574			34,637				17.6	%
Net Income Attributable to Noncontrolling Interests	1,534			485			1,049				216.3	%
Net Income Attributable to Iron Mountain Incorporated	$	229,677		$	196,089		$	33,588			17.1	%
Net Income (Loss)													57,779				122,927				(65,148		)		(53.0	)%
Net Income (Loss) Attributable to Noncontrolling Interests													890				925				(35		)		(3.8	)%
Net Income (Loss) Attributable to Iron Mountain Incorporated													$	56,889			$	122,002			$	(65,113	)		(53.4	)%
Adjusted EBITDA(1)	$	1,051,149		$	1,065,460		$	(14,311	)		(1.3	)%	$	705,961			$	675,448			$	30,513			4.5	%
Adjusted EBITDA Margin(1)	33.0		%	33.7		%							34.4		%		31.8		%


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

REVENUES

Consolidated revenues ~~consists~~consist of the following (in thousands):

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency(1)

Organic
Growth(2)
2019 2018
Storage Rental $ 673,318
$ 656,973
$ 16,345
2.5 % 4.0 % 3.0 %
Service 388,906
404,018
(15,112 ) (3.7 )% (2.1 )% (3.0 )%
Total Revenues $ 1,062,224
$ 1,060,991
$ 1,233
0.1 % 1.7 % 0.7 %



	Three Months Ended June 30,							Percentage Change
	Three Months Ended June 30,				Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
	2020		2019		Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
Storage Rental	$	676,956	$	669,288	$	7,668		1.1	%	3.7	%	2.3	%
Service	305,283		397,619		(92,336		)	(23.2	)%	(21.3	)%	(23.1	)%
Total Revenues	$	982,239	$	1,066,907	$	(84,668	)	(7.9	)%	(5.6	)%	(7.2	)%

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



	Six Months Ended June 30,							Percentage Change
	Six Months Ended June 30,				Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
	2020		2019		Dollar Change			Actual		Constant Currency(1)		Organic Growth(2)
Storage Rental	$	1,360,503	$	1,332,262	$	28,241		2.1	%	4.3	%	2.6	%
Service	690,467		788,508		(98,041		)	(12.4	)%	(10.5	)%	(12.8	)%
Total Revenues	$	2,050,970	$	2,120,770	$	(69,800	)	(3.3	)%	(1.2	)%	(3.1	)%


(1)	Constant currency growth rates are calculated by translating the ~~2018~~2019 results at the ~~2019~~2020 average exchange rates.


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

Storage Rental Revenues

In the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the increase in reported consolidated storage rental revenues was driven by ~~the favorable impact of acquisitions/divestitures and~~ consolidated organic storage rental revenue growth and the favorable impact of acquisitions, partially offset by

unfavorable fluctuations in foreign currency exchange rates. The ~~net~~ impact of ~~acquisitions/divestitures~~acquisitions contributed ~~2.0%~~1.7% to the reported storage rental revenue growth rates for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period, primarily driven by acquisitions in our Global ~~Data Center~~RIM Business segment. While our core storage business remains durable in spite of the COVID-19 pandemic, we have experienced some decreases in new storage volume. Organic storage rental revenue growth of ~~2.5%~~2.6% in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period was driven by organic storage rental revenue growth of 2.0% in our ~~North American Records and Information Management~~Global RIM Business segment ~~due to revenue management partially offset~~primarily driven by volume decreases, as well as organic storage rental revenue growth of 3.1% and 4.3% in our Western European Business and Other International Business segments, respectively, primarily a result of volume increases and, to a lesser extent, revenue management. Organic storage rental revenue growth in our Global Data Center Business segment was ~~5.1%~~7.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period, primarily related to a $3.4 million lease modification fee that benefited organic storage rental revenue growth for the segment by 2.2%. Organic storage rental revenue growth in our North American Data Management Business segment was negative 2.1% for the nine months ended September 30, 2019 compared to the prior year period due to lower storage volume, partially offset by the impact of revenue management.increased customer leasing activity. Excluding the impact of ~~acquisitions/divestitures, global records management~~acquisitions, our Global RIM Business segment net volumes as of ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~0.4%~~1.1% over the ending volume as of ~~September~~June 30, ~~2018.~~2019. Including the impact of ~~acquisitions/divestitures, global records management~~acquisitions, our Global RIM Business segment net volumes as of ~~September~~June 30, ~~2019~~2020 increased by ~~1.0%~~2.1% over the ending volume ~~at September~~as of June 30, 2018, supported by net volume increases of 1.5% and 5.2% in our Western European Business and Other International Business segments, respectively, partially offset by a net volume decrease of 1.0% in our North American Records and Information Management Business segment.2019. Foreign currency exchange rate fluctuations decreased our reported storage rental revenue growth rate for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 by ~~2.4%~~2.2%, compared to the prior year period.

Service Revenues

In the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the decrease in reported consolidated service revenues was driven by organic service revenue declines and unfavorable fluctuations in foreign currency exchange rates, ~~and negative organic service revenue growth,~~ partially offset by the favorable impact of ~~acquisitions/divestitures.~~acquisitions. Our reported consolidated service revenues during the three months ended June 30, 2020 were significantly impacted by the COVID-19 pandemic, primarily due to decreases in our service activity, and particularly in regions where governments have imposed restrictions on non-essential business operations. In the three months ended June 30, 2020, organic service revenue declined 23.1% compared to the prior year period, primarily driven by organic service revenue declines of 22.0% in our Global RIM Business segment. In the six months ended June 30, 2020, organic service revenue declined 12.8% compared to the prior year period, primarily driven by organic service revenue declines of 12.0% in our Global RIM Business segment. The impact of acquisitions contributed 2.3% to the reported service revenue growth rates for the six months ended June 30, 2020, compared to the prior year period. Foreign currency exchange rate fluctuations decreased our reported service revenue growth rate for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 by ~~2.6%~~1.9%, compared to the prior year period. In the nine months ended September 30, 2019, organic service revenue growth was negative 1.2% compared to the prior year period, primarily driven by continued declines in organic service revenue activity levels in our North American Data Management Business segment resulting in negative 3.4% organic service revenue growth in this segment, as the storage business in this segment becomes more archival in nature and tape volumes decline, and negative organic service revenue growth of 1.1% in our North American Records and Information Management Business segment reflecting recent declines in recycled paper prices and lower destruction activity. The net impact of acquisitions/divestitures contributed 1.9% to the reported service revenue growth rates for the nine months ended September 30, 2019, compared to the prior year period.

Total Revenues

For the reasons stated above, our reported consolidated revenues ~~increased $1.2~~decreased $84.7 million, or ~~0.1%~~7.9%, to ~~$1,062.2~~$982.2 million and ~~$18.7~~$69.8 million, or ~~0.6%~~3.3%, to ~~$3,183.0~~$2,051.0 million for the three and ~~nine~~six months ended ~~September~~June 30, 2020, respectively, from $1,066.9 million and $2,120.8 million for three and six months ended June 30, 2019, ~~respectively, from $1,061.0 million and $3,164.3 million for the three and nine months ended September 30, 2018,~~ respectively. The ~~net~~ impact of ~~acquisitions/divestitures~~acquisitions contributed ~~2.0%~~1.9% to the reported consolidated revenue growth rate for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period. Consolidated organic revenue ~~growth was 1.1%~~declined 3.1% in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period. Foreign currency exchange rate fluctuations decreased our reported consolidated revenue growth rate for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 by ~~2.5%~~2.1%, compared to the prior year period.

Organic Growth—Eight-Quarter Trend


	2017		2018								2019						2018				2019								2020
	Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter
Storage Rental Revenue	4.2	%	3.7	%	1.9	%	2.3	%	1.9	%	2.0	%	2.4	%	3.0	%	2.3	%	1.9	%	2.0	%	2.4	%	3.0	%	2.5	%	3.0	%	2.3	%
Service Revenue	(0.1	)%	1.4	%	7.6	%	7.1	%	6.1	%	1.8	%	(2.0	)%	(3.0	)%	7.1	%	6.1	%	1.8	%	(2.0	)%	(3.0	)%	(0.7	)%	(2.3	)%	(23.1	)%
Total Revenues	2.5	%	2.8	%	4.1	%	4.1	%	3.5	%	1.9	%	0.7	%	0.7	%	4.1	%	3.5	%	1.9	%	0.7	%	0.7	%	1.3	%	1.0	%	(7.2	)%

~~We expect our consolidated organic storage rental revenue growth rate for 2019 to be approximately 2.5% and our consolidated organic total revenue growth rate to be approximately 1.0%.~~ During the past eight quarters, our organic storage rental revenue growth rate has ranged between 1.9% and ~~4.2%~~3.0%. Consolidated organic storage rental revenue growth and consolidated total organic revenue growth for the second quarter of 2018 were negatively impacted by 0.8% and 0.5%, respectively, related to a $4.2 million customer termination fee in our Global Data Center Business segment in the second quarter of 2017. Consolidated organic storage rental revenue growth and consolidated total organic revenue growth were benefited by (i) 0.3% and 0.2%, respectively, for the second quarter of 2019 ~~and by 0.3% and 0.2%, respectively, for the third quarter of 2019, in each case~~ related to a $1.7 million customer lease modification fee in our Global Data Center Business ~~segment. We expect similar benefits~~segment, (ii) 0.3% and 0.2%, respectively, for the third quarter of 2019 related to a $1.7 million customer lease modification fee in our Global Data Center Business segment and (iii) 0.3% and 0.2%, respectively, for the fourth quarter of 2019 related to ~~this~~a $2.0 million customer lease modification fee ~~which will total approximately $5.4 million for the full year 2019.~~in our Global Data Center Business segment. Our organic storage rental revenue growth rates have ~~declined~~increased over the past two fiscal years, as organic storage rental revenue growth for full year ~~2017~~2018 and ~~2018~~2019 was ~~3.9%~~2.4% and ~~2.4%~~2.5%, respectively. At various points in the economic cycle, organic storage rental revenue growth may be influenced by changes in pricing and volume. In 2018 and ~~in the nine months ended September 30,~~ 2019, we experienced ~~modest~~relatively steady net volume ~~declines~~ in our ~~North American Records and Information Management~~Global RIM Business ~~and North American Data Management Business segments,~~segment, with organic storage rental revenue growth ~~in these segments~~ coming primarily from revenue ~~management~~management. While our core storage business remains durable in spite of the COVID-19 pandemic, we have experienced some decreases in new storage volume. The impact that the pandemic will have on our future organic storage rental revenue growth remains uncertain and ~~volume growth in our Western European Business~~will be dependent on the severity and ~~Other International Business segments. Within these business segments,~~duration of the COVID-19 pandemic. For the remainder of 2020 we expect ~~these trends~~organic storage rental revenue growth to ~~continue into~~approach the ~~next few years.~~same levels we experienced in the second quarter of 2020.

The organic growth rate for service revenue is inherently more volatile than the organic growth rate for storage rental revenues due to the more discretionary nature of certain services we offer, such as large special projects, and, as a commodity, the volatility of pricing for recycled paper. These revenues, which are often event-driven and impacted to a greater extent by economic downturns as customers defer or cancel the purchase of certain services as a way to reduce their short-term costs, may be difficult to replicate in future periods. The organic growth rate for total service revenues over the past eight quarters reflects reduced retrieval/re-file activity and a related decrease in transportation revenues within our ~~North American Records and Information Management~~Global RIM Business and Western European Business segments, as well as continued declines in service revenue activity levels in our North American Data Management Business segment, as the storage business becomes more archival in nature and tape volumes decline.segment. The ~~recent~~ increases in organic service revenue growth rates of ~~7.6%,~~ 7.1% and 6.1% in the ~~second,~~ third and fourth quarters of 2018 reflect a strong contribution from our secure shredding business, which benefited from higher recycled paper prices, higher destruction activity and acquisitions of customer relationships. Organic service revenue growth declined to 1.8%, negative 2.0%, negative 3.0% and negative ~~3.0%~~0.7% for the first, second, third and ~~third~~fourth quarters of 2019, respectively, reflecting declining recycled paper prices and moderation of destruction activity compared to previous quarters. Organic service revenue growth declined to negative 2.3% in the first quarter of 2020, reflecting continued weakness in recycled paper prices and to a lesser extent, recycled paper volume decline. In the second quarter of 2020, organic service revenue growth declined to negative 23.1%, significantly impacted by the COVID-19 pandemic, primarily due to decreases in our service activity, particularly in regions where governments have imposed restrictions on non-essential business operations. The severity of future service level declines is uncertain and is dependent on the duration and severity of the COVID-19 pandemic, the resulting governmental and business actions and the duration and strength of any ensuing economic recovery that may follow, specifically within the markets in which we operate and among our customers. As restrictions associated with the COVID-19 pandemic are relaxed, we expect our service activity levels to continue to gradually improve. We expect ~~these trends~~organic service revenue declines to ~~continue into~~slightly improve for the remainder of 2020.

OPERATING EXPENSES

COVID-19

A significant portion of our cost base is fixed, particularly with regard to our storage business. However, at lower service activity levels, we do have a number of options to manage our costs and capital expenditures. As a result of the COVID-19 pandemic, we have taken certain actions during the six months ended June 30, 2020, including, but not limited to: (i) the termination of nearly all of our temporary and contract workers; (ii) reductions in our full-time and part-time work forces; (iii) the introduction of furloughs, reduced hours or other temporary reduction measures impacting approximately one-third of our global workforce during the second quarter of 2020; (iv) the deferral of certain previously planned non-essential capital investments and (v) the implementation of a temporary freeze on future acquisitions. While we have implemented cost savings measures to address the decreased level of service activity, we continue to incur higher operating costs and reduced leverage associated with labor, vehicle and facility costs for service operations that are not being fully utilized, as well as, increased bad debt expense due to bankruptcy of, and increased collectability risk from, some of our customers. We have not made any adjustments for these impacts in our reported results or in calculating our various non-GAAP measures. We have also incurred other costs due to the COVID-19 pandemic which are direct, incremental and not expected to recur once the pandemic ends, primarily associated with the purchase of personal protective equipment for our employees, increased cleaning costs and legal and professional fees. We have excluded these costs in calculating our various non-GAAP measures. We can provide no assurance that the cost savings measures we have taken, or may take in future periods, will be sufficient to offset any future service level declines, and we continue to evaluate additional cost saving measures as additional information regarding the COVID-19 pandemic and the related economic downturn become known.

Cost of Sales

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

Three Months Ended
September 30, Percentage Change
% of
Consolidated
Revenues

Percentage
Change
(Favorable)/
Unfavorable

Dollar
Change
Actual
Constant
Currency

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



	Three Months Ended June 30,							Percentage Change				% of Consolidated Revenues				Percentage Change (Favorable)/ Unfavorable
	Three Months Ended June 30,				Dollar Change			Actual		Constant Currency		% of Consolidated Revenues
	2020		2019		Dollar Change			Actual		Constant Currency		2020		2019
Labor	$	164,672	$	206,623	$	(41,951	)	(20.3	)%	(17.6	)%	16.8	%	19.4	%	(2.6	)%
Facilities	173,618		176,950		(3,332		)	(1.9	)%	0.7	%	17.7	%	16.6	%	1.1	%
Transportation	28,162		41,959		(13,797		)	(32.9	)%	(31.6	)%	2.9	%	3.9	%	(1.0	)%
Product Cost of Sales and Other	32,593		38,277		(5,684		)	(14.8	)%	(11.5	)%	3.3	%	3.6	%	(0.3	)%
COVID-19 Costs	7,648		—		7,648			100.0	%	100.0	%	0.8	%	—	%	0.8	%
Total Cost of Sales	$	406,693	$	463,809	$	(57,116	)	(12.3	)%	(9.7	)%	41.4	%	43.5	%	(2.1	)%


	Nine Months Ended September 30,								Percentage Change						% of Consolidated Revenues					Percentage Change (Favorable)/ Unfavorable
														Six Months Ended June 30,												Percentage Change						% of Consolidated Revenues					Percentage Change (Favorable)/ Unfavorable
					Dollar Change				Percentage Change		Actual			Six Months Ended June 30,								Constant Currency				Dollar Change				Actual		% of Consolidated Revenues							Constant Currency
	2019		2018					2019			Actual		2018			2020			2019			Constant Currency							2020				2019						Constant Currency
Labor	$	612,385	$	615,898	Dollar Change			$	(3,513	)		(0.6	)%		2.6	%	19.2	%				19.5	%	(0.3	)%	Dollar Change	$	368,518		Actual		$	411,914		$	(43,396	)		(10.5	)%		(8.0	)%		18.0	%	19.4	%	(1.4	)%
Facilities	523,369		486,196		37,173				7.6	%		10.5	%		16.4	%	15.4	%		1.0	%	358,150			351,669				6,481				1.8	%	4.2	%		17.5	%		16.6	%		0.9	%
Transportation	123,136		118,930		4,206				3.5	%		6.3	%		3.9	%	3.8	%		0.1	%	67,100			82,999				(15,899		)		(19.2	)%	(17.7	)%		3.3	%		3.9	%		(0.6	)%
Product Cost of Sales and Other	114,937		122,164		(7,227		)		(5.9	)%		(2.6	)%		3.6	%	3.9	%		(0.3	)%	72,198			77,873				(5,675		)		(7.3	)%	(4.4	)%		3.5	%		3.7	%		(0.2	)%
Significant Acquisition Costs	4,136		5,015		(879		)		(17.5	)%		(14.1	)%		0.1	%	0.2	%		(0.1	)%
COVID-19 Costs																						7,648			—				7,648				100.0	%	100.0	%		0.4	%		—	%		0.4	%
Total Cost of Sales	$	1,377,963	$	1,348,203	$	29,760			2.2	%		5.2	%		43.3	%	42.6	%		0.7	%	$	873,614		$	924,455			$	(50,841	)		(5.5	)%	(3.1	)%		42.6	%		43.6	%		(1.0	)%

Labor

Labor expenses decreased to 19.2% of consolidated revenues in the nine months ended September 30, 2019 compared to 19.5% in the nine months ended September 30, 2018. The decrease in labor expenses as a percentage of consolidated revenues was primarily driven by improvements across our North American Data Management Business, Western European Business and Other International Business segments, partially attributable to ongoing cost management actions.

On a constant dollar basis, labor expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~$15.4~~$32.0 million, or ~~2.6%~~8.0%, compared to the prior year period, primarily driven by lower labor expenses in our Global RIM Business segment, reflecting cost containment actions taken in response to lower service activity levels in the second quarter of 2020 due to the COVID-19 pandemic, partially offset by incremental labor costs associated with recent acquisitions in our ~~Adjacent Businesses operating segment within our Corporate and Other~~Global RIM Business ~~segment, as well as increased labor costs related to growth of our shredding operations within our North American Records and Information Management Business~~ segment.

Facilities

Facilities expenses increased to 16.4% of consolidated revenues in the nine months ended September 30, 2019 compared to 15.4% in the nine months ended September 30, 2018. The 100 basis point increase in facilities expenses as a percentage of consolidated revenues was driven primarily by acquisitions in our Global Data Center Business segment and our Adjacent Businesses operating segment within our Corporate and Other Business segment.

On a constant dollar basis, facilities expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 increased by ~~$49.6~~$14.3 million, or ~~10.5%~~4.2%, compared to the prior year period, driven by ~~higher~~increases in rent expense, ~~insurance costs, utilities and building maintenance, in part driven by the acquisitions mentioned above.~~

~~Transportation~~

Transportation expenses increased to 3.9% of consolidated revenues in the nine months ended September 30, 2019 compared to 3.8% in the nine months ended September 30, 2018. The increase in transportation expenses as a percentage of consolidated revenues was primarily driven by increases in third party carrier expenses, in part due to recent acquisitions in our ~~Adjacent Businesses operating~~Global RIM Business segment, ~~within our Corporate~~as well as higher property taxes and ~~Other Business segment.~~ utility costs, partially offset by lower insurance and building maintenance costs.

Transportation

On a constant dollar basis, transportation expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~$7.3~~$14.4 million, or ~~6.3%~~17.7%, compared to the prior year period, primarily driven by ~~acquisitions~~lower third-party carrier costs and fuel costs, reflecting cost containment actions taken in ~~our Adjacent Businesses operating segment within our Corporate and Other Business segment.~~response to lower service activity levels in the second quarter of 2020 due to the COVID-19 pandemic.

Product Cost of Sales and Other

Product cost of sales and other, which includes cartons, media and other service, storage and supply costs and is highly correlated to service revenue streams, particularly project ~~revenues, were 3.6% of consolidated revenues for the nine months ended September 30, 2019 compared to 3.9% in the nine months ended September 30, 2018.~~revenues. On a constant dollar basis, product cost of sales and other for the six months ended June 30, 2020 decreased by ~~$3.1~~$3.3 million, or ~~2.6%~~4.4%, compared to the prior year ~~period,~~period. The decrease in product cost of sales and other was primarily driven by lower ~~special project costs.~~operating supplies and product costs, reflecting cost containment actions taken in response to lower service activity levels in the second quarter of 2020 due to the COVID-19 pandemic.

~~Significant Acquisition~~

COVID-19 Costs

~~Significant Acquisition~~

COVID-19 Costs included in cost of sales were ~~$4.1~~$7.6 million ~~and $5.0 million in~~for the ~~nine~~six months ended ~~September~~June 30, ~~2019 and 2018, respectively,~~2020 and primarily ~~consisted~~consist of ~~employee severance~~incremental cleaning costs and ~~facility integration costs associated with~~ the ~~Recall Transaction.~~purchase of personal protective equipment for our employees.

Selling, General and Administrative Expenses

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


	Three Months Ended September 30,								Percentage Change						% of Consolidated Revenues						Percentage Change (Favorable)/ Unfavorable		Three Months Ended June 30,											Percentage Change						% of Consolidated Revenues						Percentage Change (Favorable)/ Unfavorable
																																		Percentage Change
					Dollar Change				Percentage Change		Actual			Constant Currency																Dollar Change				Actual			Constant Currency
	2019		2018					2019			Actual		2018				2020						2019						2020					Actual		2019
General and Administrative	$	133,796	$	148,456	Dollar Change			$	(14,660	)		(9.9	)%	Constant Currency		(8.6	)%		12.6	%				14.0	%	(1.4	)%	$	136,181	Dollar Change			$	143,842			Constant Currency	$	(7,661	)		(5.3	)%		(3.3	)%		13.9	%	13.5	%	0.4	%
Sales, Marketing and Account Management	58,011		59,031		(1,020		)		(1.7	)%		(0.3	)%		5.5	%		5.6	%			(0.1	)%	52,385			62,536				(10,151		)		(16.2	)%		(14.4	)%		5.3	%		5.9	%		(0.6	)%
Information Technology	37,781		39,588		(1,807		)		(4.6	)%		(3.7	)%		3.6	%		3.7	%		(0.1	)%	36,765			42,029				(5,264		)		(12.5	)%		(10.8	)%		3.7	%		3.9	%		(0.2	)%
Bad Debt Expense	7,563		6,460		1,103				17.1	%		20.6	%		0.7	%		0.6	%		0.1	%	14,979			3,749				11,230				299.5	%		306.3	%		1.5	%		0.4	%		1.1	%
Significant Acquisition Costs	2,005		6,394		(4,389		)		(68.6	)%		(68.4	)%		0.2	%		0.6	%		(0.4	)%
COVID-19 Costs																							1,637			—				1,637				100.0	%		100.0	%		0.2	%		—	%		0.2	%
Total Selling, General and Administrative Expenses	$	239,156	$	259,929	$	(20,773	)		(8.0	)%		(6.7	)%		22.5	%		24.5	%		(2.0	)%	$	241,947		$	252,156			$	(10,209	)		(4.0	)%		(2.0	)%		24.6	%		23.6	%		1.0	%


	Nine Months Ended September 30,								Percentage Change						% of Consolidated Revenues						Percentage Change (Favorable)/ Unfavorable		Six Months Ended June 30,											Percentage Change						% of Consolidated Revenues						Percentage Change (Favorable)/ Unfavorable
																																		Percentage Change
					Dollar Change				Percentage Change		Actual			Constant Currency																Dollar Change				Actual			Constant Currency
	2019		2018					2019			Actual		2018				2020						2019						2020					Actual		2019
General and Administrative	$	428,970	$	429,670	Dollar Change			$	(700	)		(0.2	)%	Constant Currency		2.1	%		13.5	%				13.6	%	(0.1	)%	$	265,379	Dollar Change			$	295,174			Constant Currency	$	(29,795	)		(10.1	)%		(8.4	)%		12.9	%	13.9	%	(1.0	)%
Sales, Marketing and Account Management	186,717		191,441		(4,724		)		(2.5	)%		(0.4	)%		5.9	%		6.1	%			(0.2	)%	111,844			128,706				(16,862		)		(13.1	)%		(11.5	)%		5.5	%		6.1	%		(0.6	)%
Information Technology	125,981		116,340		9,641				8.3	%		9.8	%		4.0	%		3.7	%		0.3	%	80,644			88,200				(7,556		)		(8.6	)%		(7.3	)%		3.9	%		4.2	%		(0.3	)%
Bad Debt Expense	16,350		18,173		(1,823		)		(10.0	)%		(7.9	)%		0.5	%		0.6	%		(0.1	)%	21,176			8,787				12,389				141.0	%		143.2	%		1.0	%		0.4	%		0.6	%
Significant Acquisition Costs	4,461		33,700		(29,239		)		(86.8	)%		(86.6	)%		0.1	%		1.1	%		(1.0	)%
COVID-19 Costs																							1,637			—				1,637				100.0	%		100.0	%		0.1	%		—	%		0.1	%
Total Selling, General and Administrative Expenses	$	762,479	$	789,324	$	(26,845	)		(3.4	)%		(1.4	)%		24.0	%		24.9	%		(0.9	)%	$	480,680		$	520,867			$	(40,187	)		(7.7	)%		(6.1	)%		23.4	%		24.6	%		(1.2	)%

General and Administrative

General and administrative expenses decreased to 13.5% of consolidated revenues in the nine months ended September 30, 2019 compared to 13.6% in the nine months ended September 30, 2018. General and administrative expenses for the nine months ended September 30, 2018 includes $10.8 million of indirect expenses associated with a value-added tax matter in the Netherlands (the "Netherlands VAT Matter"), as described in Note 2.n. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

On a constant dollar basis, ~~excluding the impact of the Netherlands VAT Matter,~~ general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~$19.6~~$24.3 million, or 4.8%, compared to the prior year period. The increase in general and administrative expenses as a percentage of consolidated revenues was driven mainly by higher compensation expense and professional fees within the Corporate and Other Business segment, primarily associated with our new global operations support team that is tasked with driving operational improvements and continued investment in innovation and product development, as well as acquisitions in the Adjacent Businesses operating segment within our Corporate and Other Business segment. The increase in compensation expense is primarily the result of merit-based increases as well as increased headcount, partially offset by a reduction in variable compensation expense. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, general and administrative expenses decreased by $11.1 million, or 7.6%8.4%, compared to the prior year period, ~~on a constant dollar basis,~~ primarily ~~driven by a reduction in variable compensation expense as well as cost management actions.~~

~~Sales, Marketing and Account Management~~

Sales, marketing and account management expenses decreased to 5.9% of consolidated revenues in the nine months ended September 30, 2019 compared to 6.1% in the nine months ended September 30, 2018. The decrease in sales, marketing and account management expenses as a percentage of consolidated revenues was driven by a decrease in compensation expense ~~primarily due to lower commissions expense,~~and other employee related costs, as well as ~~a decrease in marketing costs.~~ lower professional fees, reflecting benefits from Project Summit and ongoing cost containment measures.

Sales, Marketing and Account Management

On a constant dollar basis, sales, marketing and account management expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 decreased by ~~$0.7~~$14.5 million, or ~~0.4%~~11.5%, compared to the prior year period, primarily driven by ~~lower marketing costs.~~a decrease in compensation expense and other employee related costs, reflecting benefits from Project Summit and ongoing cost containment measures.

Information Technology

IT expenses increased to 4.0% of consolidated revenues in the nine months ended September 30, 2019 compared to 3.7% in the nine months ended September 30, 2018. IT expenses as a percentage of consolidated revenues reflect an increase in professional fees and compensation expense, primarily related to information security costs and investments in innovation and product development.

On a constant dollar basis, ITinformation technology expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased~~2020 decreased by ~~$11.3~~$6.3 million, or ~~9.8%~~7.3%, compared to the prior year period, primarily driven by ~~an increase~~a decrease in compensation expense and other employee related costs, as well as lower professional fees, reflecting benefits from Project Summit and ~~compensation expense, primarily related to information security costs and investments in innovation and product development.~~ongoing cost containment measures.

Bad Debt Expense

We maintain an allowance for doubtful accounts based on reasonable and supportable forecasts for expected future collectability of our outstanding receivables that is calculated based on our past loss experience, current and prior trends in our aged receivables, current economic and macroeconomic conditions, and specific circumstances of individual receivable balances. We ~~continue to~~continually monitor our customers' payment activity and make adjustments ~~based on their financial condition and in light of historical and expected trends.~~to the allowance as necessary. Bad debt expense for the ~~nine~~six months ended ~~September~~June 30, ~~2019 decreased~~2020 increased by ~~$1.4~~$12.4 million on a constant dollar basis compared to the prior year period, primarily driven by ~~lower bad debt expense associated with our Western European Business and Other International Business segments.~~increased collectability risk resulting from the COVID-19 pandemic.

~~Significant Acquisition~~

COVID-19 Costs

~~Significant Acquisition~~

COVID-19 Costs included in selling, general and administrative expenses were ~~$4.5~~$1.6 million ~~and $33.7 million in~~for the ~~nine~~six months ended ~~September~~June 30, ~~2019 and 2018, respectively,~~2020 and primarily ~~consisted~~consist of ~~advisory~~legal and professional fees ~~as well as severance costs.~~related to actions taken in direct response to the COVID-19 pandemic.

Depreciation and Amortization

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

Depreciation expense decreased ~~$1.4~~$1.7 million, or ~~0.4%~~0.7%, on a reported dollar basis for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. See Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.

Amortization expense increased ~~$11.2~~$1.3 million, or ~~8.2%~~1.3%, on a reported dollar basis for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

Restructuring Charges

Restructuring Charges for the six months ended June 30, 2020 were approximately $80.3 million and primarily consist of employee severance, internal costs associated with the development and implementation of Project Summit initiatives and professional fees.

Intangible impairments

The intangible impairment charge for the six months ended June 30, 2020 was $23.0 million and related to the write-down of goodwill associated with our Fine Arts reporting unit in the first quarter of 2020, as discussed above.

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

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

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

$7.8 million. The gain for the ~~nine~~six months ended ~~September~~June 30, 2019 primarily consisted ~~primarily~~ of gains associated with ~~(i) a sale-leaseback transaction of five facilities in the United States of approximately $9.8 million during the third quarter of 2019 and (ii)~~ the sale of certain land and buildings in the United Kingdom of approximately $36.0 million ~~during~~in the second quarter of 2019. These gains were partially offset by losses primarily associated with (i) ~~the~~an impairment charge on the assets associated with the select offerings within our Iron Mountain Iron Cloud portfolio ~~as described above,~~of approximately $24.0 million and (ii) the write-down of certain property, plant and equipment in our ~~North American Records and Information Management~~Global RIM Business segment of approximately $3.1 million.

OTHER EXPENSES, NET

Interest Expense, Net

Consolidated interest expense, net increased ~~$10.6~~$1.3 million, or ~~3.5%~~0.7%, to ~~$314.4~~$209.1 million in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 from ~~$303.8~~$207.8 million in the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. This increase was ~~a result of~~mainly driven by higher average debt outstanding during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.

Other Expense (Income) ~~Expense,~~, Net

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

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



	Three Months Ended June 30,					Dollar Change		Six Months Ended June 30,						Dollar Change
	2020		2019			Dollar Change		2020			2019			Dollar Change
Foreign currency transaction losses (gains), net	$	1,471	$	(19,331	)	$	20,802	$	(35,928	)	$	(1,634	)	$	(34,294	)
Debt extinguishment expense	17,040		—			17,040		17,040			—			17,040
Other, net	7,189		4,139			3,050		1,862			1,652			210
Other Expense (Income), Net	$	25,700	$	(15,192	)	$	40,892	$	(17,026	)	$	18		$	(17,044	)

Foreign Currency Transaction Losses (Gains) ~~Losses~~

We recorded net foreign currency transaction gains of ~~$19.9~~$35.9 million in the ~~nine~~six months ended ~~September~~June 30, 2020, based on period-end exchange rates. These gains resulted primarily from the impact of changes in the exchange rate of the British pound sterling against the United States dollar compared to December 31, 2019 on our intercompany balances with and between certain of our subsidiaries.

We recorded net foreign currency transaction gains of $1.6 million in the six months ended June 30, 2019, based on period-end exchange rates. These gains resulted primarily from the impact of changes in the exchange rate of the British pound sterling against the United States dollar compared to December 31, 2018 on our intercompany balances with and between certain of our subsidiaries.

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

Debt Extinguishment Expense

During the second quarter of 2020, we recorded debt extinguishment expense of $17.0 million comprised of the call premium associated with the early redemption of the 6% Notes due 2023, as well as the write-off of unamortized deferred financing costs associated with the early redemption of the 4³/₈% Notes and the 6% Notes due 2023 (both as defined and described below).

Other, net

Included in Other, net are losses ~~were~~on certain of our equity method investments, which are partially offset by ~~gains resulting primarily from~~a gain of approximately $10.0 million recorded during the ~~impact~~first quarter of ~~changes~~2020 in ~~the exchange rate of each~~connection with our acquisition of the ~~British pound sterling~~remaining 75% equity interest in OSG Records Management (Europe) Limited ("OSG" and ~~Canadian dollar against~~such acquisition, the ~~United States dollar compared~~"OSG Acquisition"), as our previously held 25% equity investment in OSG was remeasured to ~~December 31, 2017 on our intercompany balances with and between certain~~fair value at the closing date of ~~our subsidiaries and~~ the ~~Euro Notes (as defined below).~~OSG Acquisition.

Provision for Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our estimate of the effective tax rate for the years ending December 31, 2019 and 2018 reflect the impact of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Legislation”). See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the impact the Tax Reform Legislation had on us. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries, as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.

Our effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are as follows:

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2020(1)		2019(2)		2020(2)		2019(2)
Effective Tax Rate(1)	—	%	10.3	%	25.1	%	14.7	%


(1)	For the three months ended June 30, 2020, we had a provision for income taxes of $9.7 million and income from continuing operations before provision for income taxes of $2.6 million; as such, our effective tax rate is not meaningful.

(2)

~~(2)~~

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

INCOME (LOSS) FROM CONTINUING OPERATIONS AND ADJUSTED EBITDA

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


	Three Months Ended September 30,						Dollar Change		Percentage Change		Three Months Ended June 30,						Dollar Change			Percentage Change
	2019			2018			Dollar Change		Percentage Change		2020			2019			Dollar Change			Percentage Change
Income (Loss) from Continuing Operations	$	108,284		$	77,349		$	30,935	40.0	%
Income (Loss) from Continuing Operations as a percentage of Consolidated Revenue	10.2		%	7.3		%
(Loss) Income from Continuing Operations											$	(7,113	)	$	92,347		$	(99,460	)	(107.7	)%
(Loss) Income from Continuing Operations as a percentage of Consolidated Revenue											(0.7		)%	8.7		%
Adjusted EBITDA	$	375,701		$	362,330		$	13,371	3.7	%	$	342,884		$	350,942		$	(8,058	)	(2.3	)%
Adjusted EBITDA Margin	35.4		%	34.2		%					34.9		%	32.9		%


	Nine Months Ended September 30,						Dollar Change				Percentage Change		Six Months Ended June 30,								Dollar Change			Percentage Change
	2019			2018						2020				2019							Dollar Change			Percentage Change
Income (Loss) from Continuing Operations	$	231,107		$	209,001		Dollar Change	$	22,106		Percentage Change			10.6	%	$	57,779			$	122,823		$	(65,044	)	(53.0	)%
Income (Loss) from Continuing Operations as a percentage of Consolidated Revenue	7.3		%	6.6		%							2.8		%		5.8		%
Adjusted EBITDA	$	1,051,149		$	1,065,460		$	(14,311	)		(1.3	)%	$	705,961			$	675,448			$	30,513		4.5	%
Adjusted EBITDA Margin	33.0		%	33.7		%							34.4		%		31.8		%

Consolidated Adjusted EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2019 decreased~~2020 increased by ~~$14.3~~$30.5 million, or ~~1.3%~~4.5%, and consolidated Adjusted EBITDA Margin ~~decreased~~increased by 70260 basis points compared to the same prior year period. Adjusted EBITDA for the nine months ended September 30, 2018 was negatively impacted by $10.8 million of indirect tax expenses associated with the Netherlands VAT Matter. Excluding the impact of the Netherlands VAT Matter, consolidated Adjusted EBITDA decreased $25.1 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily as a result of increased labor costs in our secure shredding business, higher technology costs associated with information security investmentsperiod, reflecting benefits from Project Summit and ~~higher overhead expenses associated with the growth of our data center business, partially offset by a reduction in variable compensation expense and the impact of~~ongoing cost management actions. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, consolidated Adjusted EBITDA increased by $11.9 million compared to the prior year period, primarily driven by cost management actions as well as a reduction in variable compensation expense.containment measures.

~~(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX~~

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

~~NONCONTROLLING INTERESTS~~

For the nine months ended September 30, 2019 and 2018, net income attributable to noncontrolling interests resulted in a decrease in net income attributable to IMI of $1.5 million and $0.5 million, respectively. These amounts represent our noncontrolling partners' share of earnings/losses in our majority-owned international subsidiaries that are consolidated in our operating results.

Segment Analysis (in thousands)

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

~~North American Records and Information Management~~

Global RIM Business

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

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



	Three Months Ended June 30,									Percentage Change
	Three Months Ended June 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2020			2019			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	584,402		$	579,575		$	4,827		0.8	%	3.8	%	2.0	%
Service	292,700			375,281			(82,581		)	(22.0	)%	(20.0	)%	(22.0	)%
Segment Revenue	$	877,102		$	954,856		$	(77,754	)	(8.1	)%	(5.6	)%	(7.5	)%
Segment Adjusted EBITDA(1)	$	383,816		$	395,579		$	(11,763	)
Segment Adjusted EBITDA Margin(2)	43.8		%	41.4		%


	Nine Months Ended September 30,										Percentage Change								Six Months Ended June 30,												Percentage Change
	Nine Months Ended September 30,						Dollar Change				Actual			Constant Currency			Organic Growth		Six Months Ended June 30,								Dollar Change				Actual		Constant Currency		Organic Growth
	2019			2018						2020				Constant Currency		2019											Dollar Change				Actual		Constant Currency		Organic Growth
Storage Rental	$	938,161		$	917,347		Dollar Change			$	Actual		20,814			2.3	Organic Growth		%		2.6	%		2.0	%	$	1,174,415			$	1,155,348		$	19,067		1.7	%	4.1	%	2.0	%
Service	670,536			688,179			(17,643		)		(2.6	)%		(2.2	)%		(1.1	)%	659,106				745,391				(86,285		)		(11.6	)%	(9.6	)%	(12.0	)%
Segment Revenue	$	1,608,697		$	1,605,526		$	3,171			0.2	%		0.5	%		0.7	%	$	1,833,521			$	1,900,739			$	(67,218	)		(3.5	)%	(1.2	)%	(3.5	)%
Segment Adjusted EBITDA(1)	$	715,683		$	719,199		$	(3,516	)										$	775,787			$	761,415			$	14,372
Segment Adjusted EBITDA Margin(2)	44.5		%	44.8		%													42.3		%		40.1		%


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


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

For the ~~nine~~three months ended ~~September~~June 30, ~~2019,~~2020, reported revenue in our ~~North American Records and Information Management~~Global RIM Business segment ~~increased 0.2%~~decreased 8.1%, compared to the ~~nine~~three months ended ~~September~~June 30, ~~2018,~~2019, due to organic revenue ~~growth,~~declines and unfavorable fluctuations in foreign currency exchange rates, partially offset by the ~~unfavorable net~~favorable impact of ~~acquisitions/dispositions (due to the IMFS Divestment) and foreign currency exchange rates. Organic~~acquisitions. The organic revenue ~~growth~~decline of ~~0.7%~~7.5% was primarily the result of organic service revenue declines of 22.0%. Our reported service revenues during the three months ended June 30, 2020 were significantly impacted by the COVID-19 pandemic, primarily due to decreases in our service activity, particularly in regions where governments have imposed restrictions on non-essential business operations. Organic storage rental revenue growth of 2.0% was driven by revenue management. The impact of acquisitions contributed 1.9% to the reported revenue growth rate for the three months ended June 30, 2020, compared to the prior year period. Foreign currency exchange rate fluctuations decreased our reported revenue growth rate for the three months ended June 30, 2020 by 2.5%, compared to the prior year period.

For the six months ended June 30, 2020, reported revenue in our Global RIM Business segment decreased 3.5%, compared to the six months ended June 30, 2019, due to organic revenue declines and unfavorable fluctuations in foreign currency exchange rates, partially offset by the favorable impact of acquisitions. The organic revenue decline of 3.5% was primarily the result of organic service revenue declines of 12.0%, mainly driven by the COVID-19 pandemic, partially offset by organic storage rental revenue growth of 2.0% driven by revenue ~~management, partially offset by volume decreases. In addition, negative organic service~~management. The impact of acquisitions contributed 2.3% to the reported revenue growth ~~of 1.1% was driven~~rate for the six months ended June 30, 2020, compared to the prior year period. Foreign currency exchange rate fluctuations decreased our reported revenue growth rate for the six months ended June 30, 2020 by recent declines in recycled paper prices, lower destructions and reduced retrieval/re-file and related transportation activity, partially offset by growth in secure shredding revenue and increased project activity.2.3%, compared to the prior year period. Adjusted EBITDA Margin ~~decreased 30~~increased 220 basis points during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the ~~nine months ended September 30, 2018,~~prior year period, primarily driven by ~~lower recycled paper prices, increased facility rent expense~~benefits from Project Summit, ongoing cost containment measures and higher professional fees, partially offset by lower compensation expense and other employee related costs. The decrease in compensation expense is primarily due to a reduction in variable compensation expense, partially offset by increased labor costs related to growth in our shredding operations.revenue management.

~~North American~~Global Data ~~Management~~Center Business

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

Organic
Growth
2019 2018
Storage Rental $ 66,497
$ 67,779
$ (1,282 ) (1.9 )% (1.8 )% (1.2 )%
Service 30,055
29,698
357
1.2 % 1.3 % (0.5 )%
Segment Revenue $ 96,552
$ 97,477
$ (925 ) (0.9 )% (0.9 )% (1.0 )%
Segment Adjusted EBITDA(1) $ 54,378
$ 53,484
$ 894

Segment Adjusted EBITDA Margin(2) 56.3 % 54.9 %



	Three Months Ended June 30,								Percentage Change
	Three Months Ended June 30,						Dollar Change		Actual		Constant Currency		Organic Growth
	2020			2019			Dollar Change		Actual		Constant Currency		Organic Growth
Storage Rental	$	63,812		$	60,582		$	3,230	5.3	%	5.8	%	5.8	%
Service	2,956			1,709			1,247		73.0	%	73.4	%	73.4	%
Segment Revenue	$	66,768		$	62,291		$	4,477	7.2	%	7.6	%	7.6	%
Segment Adjusted EBITDA(1)	$	30,558		$	27,641		$	2,917
Segment Adjusted EBITDA Margin(2)	45.8		%	44.4		%

Nine Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

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



	Six Months Ended June 30,								Percentage Change
	Six Months Ended June 30,						Dollar Change		Actual		Constant Currency		Organic Growth
	2020			2019			Dollar Change		Actual		Constant Currency		Organic Growth
Storage Rental	$	128,407		$	120,300		$	8,107	6.7	%	7.2	%	7.2	%
Service	5,718			3,527			2,191		62.1	%	62.5	%	62.5	%
Segment Revenue	$	134,125		$	123,827		$	10,298	8.3	%	8.8	%	8.8	%
Segment Adjusted EBITDA(1)	$	61,454		$	53,652		$	7,802
Segment Adjusted EBITDA Margin(2)	45.8		%	43.3		%


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


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

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

~~Western European Business~~

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

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

Nine Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

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


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


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

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

~~Other International Business~~

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

Organic
Growth
2019 2018
Storage Rental $ 128,715
$ 124,920
$ 3,795
3.0 % 7.2 % 4.5 %
Service 69,013
75,719
(6,706 ) (8.9 )% (3.8 )% (5.7 )%
Segment Revenue $ 197,728
$ 200,639
$ (2,911 ) (1.5 )% 3.0 % 0.6 %
Segment Adjusted EBITDA(1) $ 62,120
$ 60,106
$ 2,014

Segment Adjusted EBITDA Margin(2) 31.4 % 30.0 %

Nine Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

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


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


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

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

~~Global Data Center Business~~

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

Organic
Growth
2019 2018
Storage Rental $ 62,001
$ 60,039
$ 1,962
3.3 % 4.1 % 4.1 %
Service 2,417
3,341
(924 ) (27.7 )% (27.5 )% (27.2 )%
Segment Revenue $ 64,418
$ 63,380
$ 1,038
1.6 % 2.5 % 2.4 %
Segment Adjusted EBITDA(1) $ 32,261
$ 27,299
$ 4,962

Segment Adjusted EBITDA Margin(2) 50.1 % 43.1 %

Nine Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

Organic
Growth
2019 2018
Storage Rental $ 182,301
$ 157,479
$ 24,822
15.8 % 16.4 % 5.1 %
Service 5,944
7,399
(1,455 ) (19.7 )% (19.6 )% (25.3 )%
Segment Revenue $ 188,245
$ 164,878
$ 23,367
14.2 % 14.7 % 3.7 %
Segment Adjusted EBITDA(1) $ 85,913
$ 72,990
$ 12,923

Segment Adjusted EBITDA Margin(2) 45.6 % 44.3 %


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


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

~~For the nine months ended September 30, 2019,~~2020, reported revenue in our Global Data Center Business segment increased ~~14.2%~~8.3% compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018, primarily~~2019, due to the impact of acquisitions (see Note 6 of Notes to Consolidated Financial Statements included in our Annual Report for additional acquisition details). The impact of acquisitions contributed 11.0% to the reportedorganic revenue growth, ~~rate~~partially offset by unfavorable fluctuations in ~~our Global Data Center Business segment for the nine months ended September 30, 2019 compared to the prior year period.~~foreign currency exchange rates. Organic storage rental revenue growth in our Global Data Center Business segment was ~~5.1%~~7.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the prior year period, primarily related to a $3.4 million lease modification fee that benefited organic storage rental revenue growth by 2.2%. For the three months ended September 30, 2019 the impact of the lease modification fee of $1.7 million benefited organic storage rental revenue growth by 2.9%.reflecting increased customer leasing activity. Adjusted EBITDA Margin increased ~~700~~250 basis points ~~for~~during the ~~three~~six months ended ~~September~~June 30, 2019 compared to the three months ended September 30, 2018, primarily driven by the impact of the lease modification fee and cost management actions. Adjusted EBITDA increased $12.9 million for the nine months ended September 30, 20192020 compared to the prior year period primarily due to the impact of acquisitions and the lease modification fee described above. Adjusted EBITDA Margin increased 130 basis points during the nine months ended September 30, 2019 compared to the prior year period primarily due to the impact ofongoing cost ~~management actions, partially offset by higher facilities costs, in part due to recent acquisitions, and increased overhead to support the growth of this business.~~containment measures.

Corporate and Other Business

Three Months Ended
September 30, Percentage Change

Dollar
Change
Actual
Constant
Currency

Organic
Growth
2019 2018
Storage Rental $ 20,276
$ 18,110
$ 2,166
12.0 % 12.6 % 5.2 %
Service 19,769
15,428
4,341
28.1 % 29.5 % 15.7 %
Segment Revenue $ 40,045
$ 33,538
$ 6,507
19.4 % 20.4 % 10.0 %
Segment Adjusted EBITDA(1) $ (58,112 ) $ (67,976 ) $ 9,864

Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue (5.5 )% (6.4 )%



	Three Months Ended June 30,									Percentage Change
	Three Months Ended June 30,						Dollar Change			Actual		Constant Currency		Organic Growth
	2020			2019			Dollar Change			Actual		Constant Currency		Organic Growth
Storage Rental	$	28,742		$	29,131		$	(389	)	(1.3	)%	(0.9	)%	1.0	%
Service	9,627			20,629			(11,002		)	(53.3	)%	(52.7	)%	(52.0	)%
Segment Revenue	$	38,369		$	49,760		$	(11,391	)	(22.9	)%	(22.3	)%	(21.2	)%
Segment Adjusted EBITDA(1)	$	(71,490	)	$	(72,278	)	$	788
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue	(7.3		)%	(6.8		)%


	Nine Months Ended September 30,										Percentage Change								Six Months Ended June 30,												Percentage Change
	Nine Months Ended September 30,						Dollar Change				Actual			Constant Currency			Organic Growth		Six Months Ended June 30,								Dollar Change				Actual		Constant Currency		Organic Growth
	2019			2018						2020				Constant Currency		2019											Dollar Change				Actual		Constant Currency		Organic Growth
Storage Rental	$	60,955		$	50,741		Dollar Change			$	Actual		10,214			20.1	Organic Growth		%		21.2	%		4.9	%	$	57,681			$	56,614		$	1,067		1.9	%	2.2	%	4.5	%
Service	59,359			32,853			26,506				80.7	%		85.1	%		14.5	%	25,643				39,590				(13,947		)		(35.2	)%	(34.5	)%	(35.3	)%
Segment Revenue	$	120,314		$	83,594		$	36,720			43.9	%		46.1	%		8.6	%	$	83,324			$	96,204			$	(12,880	)		(13.4	)%	(12.8	)%	(12.0	)%
Segment Adjusted EBITDA(1)	$	(209,449	)	$	(202,027	)	$	(7,422	)										$	(131,280	)		$	(139,619	)		$	8,339
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue	(6.6		)%	(6.4		)%													(6.4		)%		(6.6		)%


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

~~Adjusted EBITDA~~

For the six months ended June 30, 2020, reported revenue in ~~the~~our Corporate and Other Business segment decreased $7.4 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Adjusted EBITDA for the nine months ended September 30, 2018 was negatively impacted by $10.8 million of indirect tax expenses associated with the Netherlands VAT Matter. Excluding the impact of the Netherlands VAT Matter, Adjusted EBITDA in the Corporate and Other Business segment decreased $18.2 million in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily driven by higher compensation expense and professional fees associated with investments in our global operations support team that is tasked with driving operational improvements and continued investment in innovation and product development, partially offset by profitability associated with recent acquisitions in our Adjacent Businesses operating segment. The increase in compensation expense is primarily the result of merit-based increases as well as increased headcount, partially offset by a reduction in variable compensation expense. For the three months ended September 30, 2019, excluding the impact of the Netherlands VAT Matter, Adjusted EBITDA increased by $8.4 million13.4% compared to the prior year period, primarily ~~driven by~~due to organic service revenue declines. The organic service revenue decline reflects lower service activity levels in our Fine Arts business, primarily related to the COVID-19 pandemic. Adjusted EBITDA in our Corporate and Other Business segment increased $8.3 million for the six months ended June 30, 2020 compared to the prior year period reflecting benefits from Project Summit and ongoing cost ~~management actions as well as a reduction in variable compensation expense.~~containment measures.

Liquidity and Capital Resources

COVID-19

While we have broad geographic and customer diversification with operations in approximately 50 countries, and no single customer accounting for more than 1% of our revenue during the six months ended June 30, 2020, COVID-19 is a global pandemic impacting numerous industries and geographies. While we do not currently believe that the implications of the COVID-19 pandemic have had a material adverse impact on our ability to collect our accounts receivable, global economic conditions related to the COVID-19 pandemic may have a material adverse effect on our customers, which could impact our future ability to collect our accounts receivable. We continue to monitor the credit worthiness of our customers and customer payment trends, as well as the related impact on our liquidity.

Project Summit

As disclosed ~~in Note 13 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report,~~above, in October 2019, we announced Project Summit. We estimate that the implementation of Project Summit will result in total ~~restructuring charges (including operating and capital expenditures)~~costs of $450.0 million. During the six months ended June 30, 2020, we incurred approximately ~~$240.0 million, including approximately $60.0~~$82.4 million of ~~restructuring charges we expect~~costs related to ~~incur during the fourth quarter~~Project Summit which were comprised of ~~2019. We expect~~$80.3 million of Restructuring Charges, primarily related to ~~substantially complete all actions~~employee severance costs, internal costs associated with ~~Project Summit by~~ the ~~end of 2021. We expect a significant portion of the restructuring charges we will incur as a result~~development and implementation of Project Summit ~~to be settled in cash, including substantially all~~initiatives and professional fees, and $2.1 million of ~~the restructuring charges we expect to incur during the fourth quarter of 2019.~~capital expenditures.

Cash Flows

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

June 30,

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



	2020			2019
Cash Flows from Operating Activities - Continuing Operations	$	439,074		$	429,731
Cash Flows from Investing Activities - Continuing Operations	(344,211		)	(474,734		)
Cash Flows from Financing Activities - Continuing Operations	616,912			39,102
Cash and Cash Equivalents, including Restricted Cash, End of Period	907,180			161,996

a. Cash Flows from Operating Activities

For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, net cash flows provided by operating activities increased by ~~$22.6~~$9.3 million compared to the prior year period, primarily due to ~~a decrease~~an increase in cash ~~used in~~from working capital of ~~$20.9~~$52.3 million, primarily related to the timing of collections of accounts receivable and certain prepaid and accrued expenses, ~~and an increase~~partially offset by a decrease in net income (including non-cash charges) of ~~$1.7~~$43.0 million.

b. Cash Flows from Investing Activities

Our significant investing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 are highlighted below:

We paid cash for acquisitions (net of cash acquired) of ~~$56.5~~$118.5 million, primarily funded by borrowings under our revolving credit facility (the "Revolving Credit Facility").

We paid cash for capital expenditures of ~~$533.6~~$200.2 million. Our business requires capital expenditures to maintain our ongoing operations, support our expected revenue growth and new products and services, and increase our profitability. All of these expenditures are included in the cash flows from investing activities. Additional details of our capital spending isare included in the Capital Expenditures section below.

We acquired customer relationships and incurred both (i) customer inducements (which primarily consist ~~primarily~~ of permanent withdrawal fees) and (ii) Contract Fulfillment Costs (as defined in Note ~~2.c.~~2.b. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) ~~and third-party commissions~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 of ~~$43.0~~$2.9 million, ~~$7.4~~$7.0 million and ~~$63.1~~$18.7 million, respectively.

We paid ~~$19.2 million as part of~~cash in connection with our additional investment in ~~Makespace~~the MakeSpace JV of approximately $6.9 million (as defined and discussed ~~above)~~below).

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

c. Cash Flows from Financing Activities

Our significant financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 included:

Net proceeds of $2,376.0 million associated with the June 2020 Offerings (as defined and discussed below).


•	~~Net proceeds~~Payments, including a call premium, of ~~$987.5~~$1,112.0 million associated with the ~~issuance~~early redemption of the 4⁷³/₈% ~~Senior~~Notes and the 6% Notes due ~~2029 (as defined below).~~2023.

Net payments of ~~$434.4~~$265.1 million primarily associated with ~~the~~ repayments on our Revolving Credit ~~Facility.~~Facility and Accounts Receivable Securitization Program.

Payment of dividends in the amount of ~~$528.9~~$359.5 million on our common stock.

Capital Expenditures

The following table presents our capital spend for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, organized by the type of the spending as described in our Annual ~~Report:~~Report (in thousands):


	Nine Months Ended September 30,					Six Months Ended June 30,

Nature of Capital Spend (in thousands)	2019		2018
Nature of Capital Spend						2020		2019
Growth Investment Capital Expenditures:
Real Estate(1)	$	107,895	$	109,246
Non-Real Estate(2)	20,813		35,942
Data Center(3)	316,932		106,282
Innovation(1)	14,596		9,535
Real Estate						$	28,624	$	40,459
Non-Real Estate						17,912		18,993
Data Center						91,831		235,170
Innovation						501		10,680
Total Growth Investment Capital Expenditures	460,236		261,005			138,868		305,302
Recurring Capital Expenditures:
Real Estate(2)	42,997		40,618
Non-Real Estate(2)	19,255		13,675
Data Center(3)	4,951		6,381
Real Estate						17,294		27,563
Non-Real Estate						6,666		12,260
Data Center						4,247		3,607
Total Recurring Capital Expenditures	67,203		60,674			28,207		43,430
Total Capital Spend (on accrual basis)	527,439		321,679			167,075		348,732
Net increase (decrease) in prepaid capital expenditures	361		(2,762		)	1,569		410
Net decrease (increase) in accrued capital expenditures	5,814		11,036			31,514		17,989
Total Capital Spend (on cash basis)	$	533,614	$	329,953		$	200,158	$	367,131

~~For the year ending December 31, 2019, excluding~~

Excluding capital expenditures associated with potential future acquisitions, opportunistic real estate investments and capital expenditures associated with ~~the integrations of Recall and IODC,~~Project Summit, we expect our capital expenditures to be approximately $525.0 million in the ~~following:~~year ending December 31, 2020.


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


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


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

Dividends

See Note 98 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that ~~were~~we declared during the first ~~nine~~six months of ~~2019~~2020 and fiscal year ~~2018.~~2019.

On August 5, 2020, we declared a dividend to our stockholders of record as of September 15, 2020 of $0.6185 per share, payable on October 2, 2020.

Financial Instruments and Debt

Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentration of liquid investment as of ~~September~~June 30, ~~2019~~2020 is related to cash and cash equivalents. See Note ~~2.h.~~2.i. to Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.

Long-term debt as of ~~September~~June 30, ~~2019~~2020 is as follows (in thousands):


	September 30, 2019									June 30, 2020
	Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount			Debt (inclusive of discount)			Unamortized Deferred Financing Costs			Carrying Amount
Revolving Credit Facility	$	354,879		$	(11,763	)	$	343,116		$	362,106		$	(10,343	)	$	351,763
Term Loan A	231,250			—			231,250			221,875			—			221,875
Term Loan B	688,089			(7,806		)	680,283			683,008			(6,869		)	676,139
Australian Dollar Term Loan	219,871			(2,389		)	217,482			219,717			(1,875		)	217,842
UK Bilateral Revolving Credit Facility	172,180			(1,845		)	170,335			172,580			(1,488		)	171,092
4³/₈% Senior Notes due 2021	500,000			(2,866		)	497,134
6% Senior Notes due 2023	600,000			(4,302		)	595,698
5³/₈% CAD Senior Notes due 2023	188,811			(2,173		)	186,638
5³/₄% Senior Subordinated Notes due 2024	1,000,000			(6,752		)	993,248
3% Euro Senior Notes due 2025	327,508			(3,622		)	323,886
5³/₈% CAD Senior Notes due 2023 (the "CAD Notes")										183,252			(1,713		)	181,539
5³/₄% Senior Subordinated Notes due 2024 (the "5³/₄% Notes")(1)										1,000,000			(5,722		)	994,278
3% Euro Senior Notes due 2025 (the "Euro Notes")(1)										336,869			(3,142		)	333,727
3⁷/₈% GBP Senior Notes due 2025 (the "GBP Notes")	491,943			(5,651		)	486,292			493,085			(4,965		)	488,120
5³/₈% Senior Notes due 2026	250,000			(2,863		)	247,137
4⁷/₈% Senior Notes due 2027 (the "4⁷/₈% Notes due 2027")	1,000,000			(11,375		)	988,625
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes")	825,000			(10,037		)	814,963
4⁷/₈% Senior Notes due 2029 (the "4⁷/₈% Notes due 2029")	1,000,000			(14,451		)	985,549
5³/₈% Senior Notes due 2026 (the "5³/₈% Notes")										250,000			(2,541		)	247,459
4⁷/₈% Senior Notes due 2027 (the "4⁷/₈% Notes due 2027")(1)										1,000,000			(10,309		)	989,691
5¹/₄% Senior Notes due 2028 (the "5¹/₄% Notes due 2028")(1)										825,000			(9,152		)	815,848
5% Senior Notes due 2028 (the "5% Notes")(1)										500,000			(5,837		)	494,163
4⁷/₈% Senior Notes due 2029 (the "4⁷/₈% Notes due 2029")(1)										1,000,000			(13,381		)	986,619
5¹/₄% Senior Notes due 2030 (the "5¹/₄ Notes due 2030")(1)										1,300,000			(15,110		)	1,284,890
5⁵/₈% Senior Notes due 2032 (the "5⁵/₈% Notes")(1)										600,000			(6,974		)	593,026
Real Estate Mortgages, Financing Lease Liabilities and Other	533,549			(444		)	533,105			486,619			(257		)	486,362
Accounts Receivable Securitization Program	271,562			(115		)	271,447			47,000			(196		)	46,804
Mortgage Securitization Program	50,000			(1,019		)	48,981			50,000			(909		)	49,091
Total Long-term Debt	8,704,642			(89,473		)	8,615,169			9,731,111			(100,783		)	9,630,328
Less Current Portion	(394,822		)	—			(394,822		)
Less Current Portion(2)										(880,212		)	—			(880,212		)
Long-term Debt, Net of Current Portion	$	8,309,820		$	(89,473	)	$	8,220,347		$	8,850,899		$	(100,783	)	$	8,750,116


(1)	Collectively, the "Parent Notes".

(2)

The Current portion of long-term debt as of June 30, 2020 includes $755.0 million in aggregate principal amount of our outstanding 5³/₄% Notes. The $755.0 million presented within the Current portion of long-term debt represents the portion of the 5³/₄% Notes we redeemed on July 2, 2020 utilizing funds that were received from the June 2020 Offerings (as defined and described below) and temporarily invested in money market funds as of June 30, 2020.

~~In September 2019, IMI completed a private offering of $1.0 billion in aggregate principal amount of the 4~~⁷/₈~~% Notes due 2029. The 4~~⁷/₈~~% Notes due 2029 were issued at par. The net proceeds of approximately $987.5 million from the 4~~⁷/₈~~% Notes due 2029, after deducting the initial purchasers' commissions, were used to repay outstanding borrowings under the Revolving Credit Facility.~~

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

June 2020 Offerings

On June 22, 2020, IMI completed private offerings of (i) $500.0 million in aggregate principal amount of the 5% Notes, (ii) $1,300.0 million in aggregate principal amount of the 5¹/₄% Notes due 2030 and (iii) $600.0 million in aggregate principal amount of the 5⁵/₈% Notes (collectively, the "June 2020 Offerings"). The 5% Notes, the 5¹/₄% Notes due 2030 and the 5⁵/₈% Notes were issued at 100.000% of par. The total net proceeds of approximately $2,376.0 million from the June 2020 Offerings, after deducting the initial purchasers' commissions, were used to redeem all of the 4³/₈% Notes, the 6% Notes due 2023 and the 5³/₄% Notes and to repay a portion of the outstanding borrowings under our Revolving Credit Facility. Pending the redemption of the 5³/₄% Notes, as of June 30, 2020, a portion of the proceeds from the June 2020 Offerings were used to temporarily repay outstanding borrowings under our Accounts Receivable Securitization Program and invest in money market funds.

On June 29, 2020, we redeemed all of the $500.0 million in aggregate principal outstanding of the 4³/₈% Notes at 100.000% of par and all of the $600.0 million in aggregate principal outstanding of the 6% Notes due 2023 at 102.000% of par, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $17.0 million to Other expense (income), net during the second quarter of 2020 related to the early extinguishment of this debt, representing the call premium associated with the early redemption of the 6% Notes due 2023, as well as a write-off of unamortized deferred financing costs associated with the early redemption of the 4³/₈% Notes and the 6% Notes due 2023.

On July 2, 2020, we redeemed all of the outstanding 5³/₄% Notes at 100.958% of par, plus accrued and unpaid interest to, but excluding, the redemption date. A debt extinguishment charge of approximately $15.3 million will be recorded to Other expense (income), net during the third quarter of 2020 related to the extinguishment of this debt representing the call premium and write-off of unamortized deferred financing fees.

Accounts Receivable Securitization Program

On March 31, 2020, we amended the Accounts Receivable Securitization Program to (i) increase the maximum amount available from $275.0 million to $300.0 million and (ii) extend the maturity date from July 30, 2020 to July 30, 2021, at which point all obligations become due. As a result, the full amount outstanding is classified within the long-term portion of long-term debt in our Condensed Consolidated Balance Sheet as of June 30, 2020. The interest rate in effect as of June 30, 2020 was 1.1%. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of December 31, 2019. The maximum available borrowings is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program.

Letters of Credit

As of ~~September~~June 30, ~~2019,~~2020, we had outstanding letters of credit totaling ~~$35.2~~$33.6 million, of which ~~$16.8~~$3.2 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between ~~December 2019~~September 2020 and ~~August 2027.~~

January 2033.

Debt Covenants

The Credit Agreement (as defined in Note 5 to Notes of Condensed Consolidated Financial Statements included in this Quarterly Report), 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 certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio, a net total lease adjusted leverage ratio and a net secured debt lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

~~Our leverage~~ The bond indenture EBITDA-based calculations include our consolidated subsidiaries, other than those we have designated as “Unrestricted Subsidiaries” as defined in the bond indentures. Generally, the Credit Agreement and ~~fixed charge coverage ratios~~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. The calculation of ~~September 30, 2019~~financial performance under the Credit Agreement and ~~December 31, 2018, as well as our leverage ratio under our indentures as of September 30, 2019 and December 31, 2018 are as follows:~~

~~(1)~~

~~The maximum allowable leverage ratio under our indentures for~~ the 4⁷/₈% Notes due 2029 includes (subject to specified exceptions and caps), for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence, and (iii) restructuring and other strategic initiatives, such as Project Summit. 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) to exclude the effects of events that are extraordinary, unusual or non-recurring, such as the COVID-19 pandemic.

Our leverage and fixed charge coverage ratios under the Credit Agreement and our indentures as of June 30, 2020 and December 31, 2019 are as follows:



	June 30, 2020	December 31, 2019	Maximum/Minimum Allowable
Net total lease adjusted leverage ratio	5.4	5.7	Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio	1.8	2.3	Maximum allowable of 4.0
Fixed charge coverage ratio	2.3	2.2	Minimum allowable of 1.5
Bond leverage ratio (not lease adjusted)	5.9	5.9	Maximum allowable of 6.5-7.0(1)
Bond fixed charge coverage ratio (not lease adjusted)	3.1	—	Minimum allowable of 2.0(1)

(1)

The maximum leverage ratio permitted under our indentures for the GBP Notes, the 4⁷/₈% Notes due 2027, the ~~GBP~~5¹/₄% Notes due 2028 and the 4⁷/₈% Notes due 2029 is 7.0, while the maximum leverage ratio permitted under the indentures for the CAD Notes, the 5³/₄% Notes, the Euro Notes, and the 5³/₈% Notes is 6.5. The indentures for the 5% Notes, the 5¹/₄% Notes ~~is 7.0, while~~due 2030 and the 5⁵/₈% Notes do not include a maximum ~~allowable~~ leverage ratio ~~under~~covenant; the indentures ~~pertaining~~for these notes instead require us to ~~our remaining senior and senior subordinated notes is 6.5.~~maintain a minimum fixed charge coverage ratio of 2.0. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio or bond fixed charge coverage ratio exceeding or falling below the maximum ~~allowable~~or minimum permitted ratio under our indentures and still remain in compliance with the applicable covenant.

Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.

Derivative Instruments

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

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

~~At The Market (ATM)~~ Equity ~~Program~~Financing

As described in greater detail in Note 12 to Notes to Consolidated Financial Statements included in our Annual Report, in October 2017, we entered into a distribution agreement with a syndicate of 10 banks (the “Agents”) pursuant to which we may sell, from time to time, up to an aggregate sales price of $500.0 million of our common stock through the Agents (the “At The Market (ATM) Equity Program”). ~~There~~During the six months ended June 30, 2020, there were no shares of common stock sold under the At ~~the Market (ATM) Equity Program during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, under the At~~ The Market (ATM) Equity ~~Program, we sold an aggregate of 273,486 shares of common stock for gross proceeds of approximately $8.8 million, generating net proceeds of $8.7 million, after deducting commissions of $0.1 million.~~Program. As of ~~September~~June 30, ~~2019,~~2020, the remaining aggregate sale price of shares of our common stock available for distribution under the At The Market (ATM) Equity Program was approximately $431.2 million.

Acquisitions

See Note 4 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information regarding our ~~2019~~2020 acquisitions.

~~Included~~a. OSG Acquisition

On January 9, 2020, we completed the OSG Acquisition for cash consideration of approximately $95.5 million. The OSG Acquisition enabled us to extend our Global RIM Business in ~~Significant~~Russia, Ukraine, Kazakhstan, Belarus, and Armenia. The results of OSG are fully consolidated within our condensed consolidated financial statements from the closing date of the OSG Acquisition.

b. Glenbeigh Acquisition ~~Costs are certain costs associated with~~

On February 17, 2020, in order to enhance our existing operations in the ~~Recall Transaction~~United Arab Emirates, we acquired Glenbeigh Records Management DWC-LLC, a storage and records management company, for total cash consideration of 107.0 million United Arab Emirates dirham (or approximately $29.1 million, based upon the exchange rate between the United Arab Emirates dirham and the ~~IODC Transaction. This amount consists~~United States dollar on the closing date of ~~(i) Significant Acquisition Costs~~the acquisition).

c. MakeSpace Capital Contribution

During 2019, we contributed our customer contracts and ~~(ii) capital expenditures~~certain intellectual property and other assets, including $20.0 million in cash consideration (gross of certain transaction expenses), to ~~integrate Recall with~~MakeSpace Labs, Inc. to form a joint venture entity (the “MakeSpace JV”), a consumer storage services provider. We account for our ~~existing operations.~~investment in the MakeSpace JV as an equity method investment, which is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019.

In the second quarter of 2020, we committed to participate in a round of equity funding for the MakeSpace JV whereby we willcontribute $36.0 million of the $45.0 million being raised (the “Additional Investment”). Our firstcontribution of the Additional Investment of $7.0 million was made in May 2020 (the “First Installment”). We ~~currently estimate total acquisition and integration expenditures associated with~~will make the ~~Recall Transaction and acquisition expenditures associated with~~remaining contributions in quarterly installments through October 2021. After the ~~IODC Transaction~~First Installment, our equity interest in the MakeSpace JV increased to approximately 37%. After completion of the Additional Investment, we expect our equity interest in the MakeSpace JV will be approximately ~~$405.0~~46%. The carrying value of our investment in the MakeSpace JV at June 30, 2020 and December 31, 2019 was$17.7 million ~~the substantial majority of which was incurred prior to the end of 2018.~~and $18.6 million, respectively.

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

Cumulative Total Through
September 30, 2019

Nine Months Ended
September 30, 2019

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

Contractual Obligations

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

Inflation

Certain of our expenses, such as wages and benefits, insurance, occupancy costs and equipment repair and replacement, are subject to normal inflationary pressures. Although to date we have been able to offset inflationary cost increases with increased operating efficiencies, the negotiation of favorable long-term real estate leases and an ability to increase prices in our customer contracts (many of which contain provisions for inflationary price escalators), we can give no assurance that we will be able to offset any future inflationary cost increases through similar efficiencies, leases or increased storage rental or service charges.

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~~June 30, ~~2019~~2020 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2019~~2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In March 2020, many of our employees began working remotely due to the COVID-19 pandemic. We have not implemented any material changes in our internal control over financial reporting due to the changes in the way we are working. We are monitoring and assessing the effects of the COVID-19 pandemic to determine any potential impacts on the design and operating effectiveness of our internal controls over financial reporting.

Part II. Other Information

~~Item 1A. Risk Factors~~

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

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

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

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

We did not sell any unregistered equity securities during the three months ended ~~September~~June 30, ~~2019,~~2020, nor did we repurchase any shares of our common stock during the three months ended ~~September~~June 30, ~~2019.~~2020.

Item 5. Other Information

Disclosure Pursuant to Section 13(r) of the Exchange Act

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act require an issuer to disclose in its annual and quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities, including specified activities or transactions relating to the Government of Iran (as defined in section 560.304 of title 31 of the Code of Federal Regulations) and to persons designated under Executive Order No. 13382 (70 Fed. Reg. 38567). In the March 31, 2020 Quarterly Report, we reported that we had determined that one of our non-U.S. subsidiaries provided limited hard copy record, electronic media (e.g., CD), box and container storage and handling services during such quarter, and in prior periods since the reporting requirement took effect, to at least one Government of Iran entity and one entity designated under Executive Order No. 13382 - both located outside of Iran.

We also reported in the March 31, 2020 Quarterly Report that we had notified the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) of these limited activities and initiated an internal investigation, and, during that investigation, we had identified two additional customer relationships between the subsidiary in question and entities designated under Executive Order No. 13382 and Executive Order No. 13224, neither of which was active and ongoing during the quarter ended March 31, 2020. As further disclosed in the March 31, 2020 Quarterly Report, we intend to cooperate with OFAC in its review of this matter.

During the quarter ended June 30, 2020, the subsidiary in question notified both entities with active relationships identified during the quarter ended March 31, 2020 of its decision to terminate those relationships. Because we consider property held in storage for these two entities to be blocked property under regulations administered by OFAC, the subsidiary in question continues to hold the boxes and will do so in accordance with applicable rules and regulations. The subsidiary has not engaged in any other activity with the entities during the period covered by this report. During the quarter ended June 30, 2020, the subsidiary in question received cash of less than 2,000 British pounds sterling from one of the entities due to activities performed and invoiced prior to the quarter ended June 30, 2020. The subsidiary is treating this money as blocked property. Consistent with the disclosure contained in the March 31, 2020 Quarterly Report, we do not intend to continue any activity involving the entities in question.

We plan to submit a more detailed report to OFAC at the conclusion of our internal investigation and will continue to cooperate fully with OFAC in its ongoing review of this matter.

Moreover, we continue to review, and intend to enhance, as necessary or appropriate, our policies and processes designed to identify transactions associated with restricted parties, and to comply with the disclosure requirements of Section 13(r) of the Exchange Act.

Item 6. Exhibits

(a) Exhibits

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



Exhibit No.			Description
4.1			2028 Senior Notes Indenture, dated as of ~~September 9, 2019,~~June 22, 2020, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.000% Senior Notes due 2028. (Incorporated by reference to the Company's Current Report on Form 8-K dated ~~September 9, 2019.~~June 22, 2020.)
4.2			2030 Senior Notes Indenture, dated as of June 22, 2020, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.250% Senior Notes due 2030.(Incorporated by reference to the Company's Current Report on Form 8-K dated June 22, 2020.)
4.3			2032 Senior Notes Indenture, dated as of June 22, 2020, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.625% Senior Notes due 2032.(Incorporated by reference to the Company's Current Report on Form 8-K dated June 22, 2020.)
31.1			Rule 13a-14(a) Certification of Chief Executive Officer. (Filed herewith.)
31.2			Rule 13a-14(a) Certification of Chief Financial Officer. (Filed herewith.)
32.1			Section 1350 Certification of Chief Executive Officer. (Furnished herewith.)
32.2			Section 1350 Certification of Chief Financial Officer. (Furnished herewith.)
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




	IRON MOUNTAIN INCORPORATED
	By:	/s/ DANIEL BORGES


		Daniel Borges Senior Vice President, Chief Accounting Officer

Dated: ~~October 31, 2019~~August 6, 2020

8574



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



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



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



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



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



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



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



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



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