Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

3 Months Ended

Mar. 31, 2012

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

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

        The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2011 and March 31, 2012 and for the three months ended March 31, 2011 and 2012.

        The Parent Notes and the Subsidiary Notes are guaranteed by the subsidiaries referred to below as the "Guarantors." These subsidiaries are wholly owned by the Parent. The guarantees are full and unconditional, as well as joint and several.

        Additionally, IMI guarantees the Subsidiary Notes, which were issued by Canada Company. Canada Company does not guarantee the Parent Notes. The other subsidiaries that do not guarantee the Parent Notes or the Subsidiary Notes are referred to below as the "Non-Guarantors."

	December 31, 2011
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	3,428	$	10,750	$	68,907	$	96,760	$	—		$	179,845
Restricted Cash		35,110		—		—		—		—			35,110
Accounts Receivable		—		334,658		40,115		168,694		—			543,467
Intercompany Receivable		905,451		—		4,639		—		(910,090	)		—
Assets of Discontinued Operations		—		—		—		7,256		—			7,256
Other Current Assets		2,016		103,899		3,323		40,538		(1,004	)		148,772
Total Current Assets		946,005		449,307		116,984		313,248		(911,094	)		914,450
Property, Plant and Equipment, Net		1,490		1,480,785		200,755		724,053		—			2,407,083
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		928,182		1,000		2,961		15,010		(947,153	)		—
Investment in Subsidiaries		1,828,712		1,563,690		—		—		(3,392,402	)		—
Goodwill		—		1,529,359		196,989		527,920		—			2,254,268
Other		27,226		240,557		9,804		187,870		—			465,457
Total Other Assets, Net		2,784,120		3,334,606		209,754		730,800		(4,339,555	)		2,719,725
Total Assets	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258
Liabilities and Equity
Intercompany Payable	$	—	$	856,808	$	—	$	53,282	$	(910,090	)	$	—
Current Portion of Long-term Debt		658		46,967		2,658		23,037		—			73,320
Liabilities of Discontinued Operations		—		—		—		3,317		—			3,317
Total Other Current Liabilities		100,921		453,648		31,407		187,421		(1,004	)		772,393
Long-term Debt, Net of Current Portion		2,378,040		630,118		185,953		86,157		—			3,280,268
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		946,153		—		—		(947,153	)		—
Other Long-term Liabilities		5,308		528,897		31,418		92,081					657,704
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688		1,802,107		276,057		1,314,238		(3,392,402	)		1,245,688
Noncontrolling Interests		—		—		—		8,568		—			8,568
Total Equity		1,245,688		1,802,107		276,057		1,322,806		(3,392,402	)		1,254,256
Total Liabilities and Equity	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258

	March 31, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	71	$	8,052	$	68,178	$	101,992	$	—		$	178,293
Restricted Cash		35,112		—		—		—		—			35,112
Accounts Receivable		—		341,827		42,752		173,778		—			558,357
Intercompany Receivable		862,748		—		7,983		—		(870,731	)		—
Assets of Discontinued Operations		—		—		—		7,294		—			7,294
Other Current Assets		48		107,763		5,354		40,805		(1,027	)		152,943
Total Current Assets		897,979		457,642		124,267		323,869		(871,758	)		931,999
Property, Plant and Equipment, Net		1,450		1,458,216		205,166		737,826		—			2,402,658
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		982,167		1,000		5,494		—		(988,661	)		—
Investment in Subsidiaries		1,863,354		1,595,137		—		—		(3,458,491	)		—
Goodwill		—		1,534,176		201,558		546,887		—			2,282,621
Other		26,084		250,484		9,766		183,010		—			469,344
Total Other Assets, Net		2,871,605		3,380,797		216,818		729,897		(4,447,152	)		2,751,965
Total Assets	$	3,771,034	$	5,296,655	$	546,251	$	1,791,592	$	(5,318,910	)	$	6,086,622
Liabilities and Equity
Intercompany Payable	$	—	$	808,307	$	—	$	62,424	$	(870,731	)	$	—
Current Portion of Long-term Debt		670		43,408		2,747		16,404		—			63,229
Liabilities of Discontinued Operations		—		—		—		7,859		—			7,859
Total Other Current Liabilities		107,840		403,010		28,491		168,738		(1,027	)		707,052
Long-term Debt, Net of Current Portion		2,395,066		716,601		190,186		88,594		—			3,390,447
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		983,987		—		3,674		(988,661	)		—
Other Long-term Liabilities		6,842		507,788		34,474		100,128		—			649,232
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,259,616		1,833,554		290,353		1,334,584		(3,458,491	)		1,259,616
Noncontrolling Interests		—		—		—		9,187		—			9,187
Total Equity		1,259,616		1,833,554		290,353		1,343,771		(3,458,491	)		1,268,803
Total Liabilities and Equity	$	3,771,034	$	5,296,655	$	546,251	$	1,791,592	$	(5,318,910	)	$	6,086,622

	Three Months Ended March 31, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	282,713		$	30,115		$	102,877		$	—		$	415,705
Service		—			208,912			28,934			92,458			—			330,304
Total Revenues		—			491,625			59,049			195,335			—			746,009
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			198,125			23,732			94,098			—			315,955
Selling, General and Administrative		134			142,556			10,161			59,904			—			212,755
Depreciation and Amortization		40			49,151			5,105			25,867			—			80,163
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(461	)		(10	)		7			—			(464	)
Total Operating Expenses		174			389,371			38,988			179,876			—			608,409
Operating (Loss) Income		(174	)		102,254			20,061			15,459			—			137,600
Interest Expense (Income), Net		43,186			(20,095	)		10,167			15,360			—			48,618
Other Expense (Income), Net		30,828			(643	)		(47	)		(39,096	)		—			(8,958	)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(74,188	)		122,992			9,941			39,195			—			97,940
Provision (Benefit) for Income Taxes		—			6,911			7,572			2,281			—			16,764
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(147,648	)		(32,684	)(1)		—			—			180,332	(1)		—
Income (Loss) from Continuing Operations		73,460			148,765	(1)		2,369			36,914			(180,332	)(1)		81,176
(Loss) Income from Discontinued Operations, Net of Tax		—			(2,470	)		—			(4,087	)		—			(6,557	)
Net Income (Loss)		73,460			146,295	(1)		2,369			32,827			(180,332	)(1)		74,619
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,159			—			1,159
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	73,460		$	146,295		$	2,369		$	31,668		$	(180,332	)	$	73,460
Net Income (Loss)	$	73,460		$	146,295		$	2,369		$	32,827		$	(180,332	)	$	74,619
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(3,938	)		(2,435	)		5,909			22,942			—			22,478
Total Other Comprehensive Income (Loss)		(3,938	)		(2,435	)		5,909			22,942			—			22,478
Comprehensive Income (Loss)		69,522			143,860			8,278			55,769			(180,332	)		97,097
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,119			—			1,119
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	69,522		$	143,860		$	8,278		$	54,650		$	(180,332	)	$	95,978

(1)

In the preparation of our current filing, we identified and corrected an error in the previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the three months ended March 31, 2011. Previously reported Guarantors' equity in the (earnings) losses of subsidiaries, net of tax, Guarantors' income from continuing operations and Guarantors' net income were $17,231, $98,850 and $96,380, respectively, and the correction results in an increase in the equity in earnings, income from continuing operations and net income of the Guarantors of $49,915 with an offsetting increase for those line items in the eliminations column. Accordingly, there was no impact on the Parent, Canada Company, Non-Guarantors or consolidated results previously reported. Additionally, there was no change in the operating income or income from continuing operations before income taxes of the Guarantors. Our previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the six months ended June 30, 2011 was appropriately reported, however, the three months ended June 30, 2011 was impacted by the same amount but in the opposite direction. We will correct the three months ended June 30, 2011 figures in our 2012 second quarter filing which will result in a decrease in the equity in earnings, income from continuing operations and net income of the Guarantors' of $49,915. Our three months ended June 30, 2011 Guarantors' equity in the (earnings) losses of subsidiaries, net of tax, income from continuing operations and net income will be changed and disclosed in our second quarter 2012 filing to $(10,601), $114,285 and $297,236, respectively, with an offsetting decrease for those line items in the eliminations column.

	Three Months Ended March 31, 2012
	Parent			Guarantors			Canada Company		Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	287,587		$	30,475	$	107,279		$	—		$	425,341
Service		—			200,361			29,401		91,395			—			321,157
Total Revenues		—			487,948			59,876		198,674			—			746,498
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			193,215			25,041		97,042			—			315,298
Selling, General and Administrative		18			147,862			9,185		53,595			—			210,660
Depreciation and Amortization		75			48,086			4,563		25,284			—			78,008
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(155	)		42		832			—			719
Total Operating Expenses		93			389,008			38,831		176,753			—			604,685
Operating (Loss) Income		(93	)		98,940			21,045		21,921			—			141,813
Interest Expense (Income), Net		47,091			(4,234	)		11,466		4,461			—			58,784
Other Expense (Income), Net		19,585			(1,260	)		—		(21,629	)		—			(3,304	)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(66,769	)		104,434			9,579		39,089			—			86,333
Provision (Benefit) for Income Taxes		—			17,084			4,523		3,653			—			25,260
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(122,119	)		(33,131	)		—		—			155,250			—
Income (Loss) from Continuing Operations		55,350			120,481			5,056		35,436			(155,250	)		61,073
Income (Loss) from Discontinued Operations, Net of Tax		—			464			—		(5,557	)		—			(5,093	)
Net Income (Loss)		55,350			120,945			5,056		29,879			(155,250	)		55,980
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—		630			—			630
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	55,350		$	120,945		$	5,056	$	29,249		$	(155,250	)	$	55,350
Net Income (Loss)	$	55,350		$	120,945		$	5,056	$	29,879		$	(155,250	)	$	55,980
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(2,343	)		1,057			6,474		22,759			—			27,947
Total Other Comprehensive Income (Loss)		(2,343	)		1,057			6,474		22,759			—			27,947
Comprehensive Income (Loss)		53,007			122,002			11,530		52,638			(155,250	)		83,927
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—		1,088			—			1,088
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	53,007		$	122,002		$	11,530	$	51,550		$	(155,250	)	$	82,839

	Three Months Ended March 31, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(53,891	)	$	142,876		$	5,183		$	16,250		$	—		$	110,418
Cash Flows from Operating Activities-Discontinued Operations		—			8,146			—			773			—			8,919
Cash Flows from Operating Activities		(53,891	)		151,022			5,183			17,023			—			119,337
Cash Flows from Investing Activities:
Capital expenditures		—			(32,028	)		(2,262	)		(17,918	)		—			(52,208	)
Cash paid for acquisitions, net of cash acquired		—			(4,971	)		(58	)		(29,676	)		—			(34,705	)
Intercompany loans to subsidiaries		132,655			(24,524	)		—			—			(108,131	)		—
Investment in subsidiaries		(1,000	)		(1,000	)		—			—			2,000			—
Investment in restricted cash		(2	)		—			—			—			—			(2	)
Additions to customer relationship and acquisition costs		—			(2,095	)		(121	)		(677	)		—			(2,893	)
Investment in joint ventures		—			—			—			(50	)		—			(50	)
Proceeds from sales of property and equipment and other, net		—			119			10			37			—			166
Cash Flows from Investing Activities-Continuing Operations		131,653			(64,499	)		(2,431	)		(48,284	)		(106,131	)		(89,692	)
Cash Flows from Investing Activities-Discontinued Operations		—			(9,115	)		—			(184	)		—			(9,299	)
Cash Flows from Investing Activities		131,653			(73,614	)		(2,431	)		(48,468	)		(106,131	)		(98,991	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(361,015	)		(10,435	)		(735	)		(56,363	)		—			(428,548	)
Proceeds from revolving credit and term loan facilities and other debt		540,000			—			—			67,418			—			607,418
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			131			—			131
Intercompany loans from parent		—			(135,177	)		(2,067	)		29,113			108,131			—
Equity contribution from parent		—			1,000			—			1,000			(2,000	)		—
Stock repurchases		(10,970	)		—			—			—			—			(10,970	)
Parent cash dividends		(37,514	)		—			—			—			—			(37,514	)
Proceeds from exercise of stock options and employee stock purchase plan		9,164			—			—			—			—			9,164
Excess tax benefits from stock-based compensation		1,017			—			—			—			—			1,017
Cash Flows from Financing Activities-Continuing Operations		(90,573	)		(144,612	)		(2,802	)		41,299			106,131			(90,557	)
Cash Flows from Financing Activities-Discontinued Operations		—			—			—			46			—			46
Cash Flows from Financing Activities		(90,573	)		(144,612	)		(2,802	)		41,345			106,131			(90,511	)
Effect of exchange rates on cash and cash equivalents		—			—			1,132			157			—			1,289
(Decrease) Increase in cash and cash equivalents		(12,811	)		(67,204	)		1,082			10,057			—			(68,876	)
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	1,098		$	54,380		$	38,734		$	95,605		$	—		$	189,817

	Three Months Ended March 31, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(40,455	)	$	100,211		$	4,108		$	15,195		$	—		$	79,059
Cash Flows from Operating Activities—Discontinued Operations		—			(2,415	)		—			(1,760	)		—			(4,175	)
Cash Flows from Operating Activities		(40,455	)		97,796			4,108			13,435			—			74,884
Cash Flows from Investing Activities:
Capital expenditures		—			(31,371	)		(2,828	)		(21,717	)		—			(55,916	)
Cash paid for acquisitions, net of cash acquired		—			(8,818	)		—			—			—			(8,818	)
Intercompany loans to subsidiaries		116,821			(19,330	)		—			—			(97,491	)		—
Investment in restricted cash		(2	)		—			—			—			—			(2	)
Additions to customer relationship and acquisition costs		—			(2,523	)		(62	)		(423	)		—			(3,008	)
Proceeds from sales of property and equipment and other, net		—			1,885			5			(37	)		—			1,853
Cash Flows from Investing Activities—Continuing Operations		116,819			(60,157	)		(2,885	)		(22,177	)		(97,491	)		(65,891	)
Cash Flows from Investing Activities—Discontinued Operations		—			(25	)		—			(1,116	)		—			(1,141	)
Cash Flows from Investing Activities		116,819			(60,182	)		(2,885	)		(23,293	)		(97,491	)		(67,032	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(623,221	)		(715	)		(11,603	)		—			(635,539	)
Proceeds from revolving credit and term loan facilities and other debt		—			700,000			—			1,105			—			701,105
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			191			—			191
Intercompany loans from parent		—			(116,998	)		(2,860	)		22,367			97,491			—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(43,180	)		—			—			—			—			(43,180	)
Proceeds from exercise of stock options and employee stock purchase plan		1,321			—			—			—			—			1,321
Excess tax benefits from stock-based compensation		190			—			—			—			—			190
Payment of debt financing costs		—			(93	)		—			—			—			(93	)
Cash Flows from Financing Activities—Continuing Operations		(79,721	)		(40,312	)		(3,575	)		12,060			97,491			(14,057	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		(79,721	)		(40,312	)		(3,575	)		12,021			97,491			(14,096	)
Effect of exchange rates on cash and cash equivalents		—			—			1,623			3,069			—			4,692
Increase (Decrease) in cash and cash equivalents		(3,357	)		(2,698	)		(729	)		5,232			—			(1,552	)
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	71		$	8,052		$	68,178		$	101,992		$	—		$	178,293