Iron Mountain (IRM) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A56 rewritten21 added34 removed297 unchanged
All filing items1,544 rewritten850 added732 removed2,706 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 2 new, 3 reworded and 31 unchanged since FY2021. 5 headings from FY2021 no longer appear.
- Sentence by sentence, 850 added, 732 removed, 1,544 rewritten and 2,706 unchanged across 16 items that differ.
New Item 1A headings (2)
- As a global company, we are subject to the unique risks of operating in many countries.
- Our ALM business may be subject to additional risks, including those related to its client and geographic concentration, government trade policies, and macroeconomic conditions.
Removed Item 1A headings (5)
- Changes in customer behavior with respect to destruction of records stored with us could adversely affect our business, financial condition and results of operations.
- Our business, operations, and financial results have been, and could continue to be, impacted by developments in the COVID-19 pandemic.
- Complying with fire and safety standards may result in significant expense.
- International operations pose unique risks.
- Iron Mountain Incorporated (“IMI”) is a holding company, and, therefore, its ability to make payments on its various debt obligations depends in large part on the operations of its subsidiaries.
Reworded Item 1A headings (3)
[removed: As][added: If] stored records and tapes become less active our service revenue growth and profits from related services may decline.- If we fail to meet our commitment to transition to more renewable and sustainable sources of energy, it may negatively impact our ability to attract and retain customers, employees and investors who focus on this commitment. Furthermore, changes to environmental laws and standards may increase the cost to operate some of our businesses. This could impact our results of
[removed: operations][added: operations, our competitiveness] and the trading [added: value] of our stock. - Our
[removed: substantial]indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our various debt instruments.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS.
56 rewritten, 21 added, 34 removed, 297 unchanged
As part of our strategic growth [removed: plan] [added: plan, including Project Matterhorn,] we expect to invest in our existing businesses, including records and information management storage and services businesses in our higher-growth markets, data centers, [removed: asset life cycle management and secure information technology asset disposition, consumer storage] [added: ALM business] and other [removed: adjacent] [added: complementary] businesses, and in new businesses, business strategies, products, services, technologies and [removed: geographies, and we may selectively divest certain businesses.][added: geographies.]
- our inability to manage the budgeting, forecasting and other process control issues presented by future growth, particularly with respect to [removed: operations in countries outside of the United States or in] new lines of business;
- insufficient revenues to offset expenses and liabilities associated with new investments; [added: and]
- our inability to attract, develop and retain skilled employees to lead and support our strategic growth plan, particularly in new businesses, technologies, products or offerings outside our core [removed: competencies; and][added: competencies.]
[removed: *As] [added: *If] stored records and tapes become less active our service revenue growth and profits from related services may decline.*
Our Records Management and Data Management service revenue growth is being negatively impacted by declining activity rates as stored records and tapes are becoming less active and more [removed: archival, and these activity levels were further negatively impacted by the COVID-19 pandemic.][added: archival.]
In addition, our reputation for providing secure information storage is critical to our success, and actions to manage cost structure, such as outsourcing certain transportation, security or other functions, could negatively impact our reputation and adversely affect our [removed: business.][added: business, and, if we are unable to appropriately align our cost structure with decreased levels of service activity, our operating results could be adversely affected.]
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 9 | | |
While volumes in our Global RIM Business segment were relatively steady in [removed: 2021] [added: 2022] and we expect them to remain relatively consistent in the near term, we can provide no assurance that our customers will continue to store most or a portion of their records as paper documents or as tapes, or that the paper documents or tapes they do store with us will require our storage related services at the same levels as they have in the past.
Over the past several years, our organic revenue growth has been positively impacted by our ability to effectively introduce, expand and monitor revenue [removed: management initially in our more established markets, and subsequently in our higher-growth markets.][added: management.]
We [added: and our customers] are subject to numerous [removed: U.S. federal, state, local and foreign] laws and regulations relating to data privacy and cybersecurity.
In addition, a growing number of [removed: U.S. and foreign legislative and] regulatory bodies have adopted [removed: consumer] [added: data breach] notification [removed: and other] requirements [removed: if consumer information is accessed by unauthorized persons] and [removed: additional] [added: increased enforcement of] regulations regarding the use, access, accuracy and security of [removed: such information are possible.][added: personal information.]
[removed: In addition,] [added: Finally,] as a result of the continued emphasis on information security and instances in which personal information has been compromised, our customers are requesting that we take increasingly sophisticated measures to enhance security and comply with data privacy regulations, and that we assume higher liability under our contracts.
We [added: have an established privacy compliance framework and] devote substantial resources, and may in the future have to devote significant additional resources, to facilitate compliance with [added: global] laws and regulations, our customers’ data privacy and security demands, and to investigate, defend or remedy actual or alleged violations or breaches.
Any failure by us to comply with, or remedy any violations or breaches of, laws and regulations or customer requirements could [removed: result in the curtailment of certain of] [added: negatively impact] our operations, [added: result in] the imposition of fines and penalties, [added: contractual] liability [removed: resulting from] [added: and] litigation, [removed: restrictions on our ability to carry on or expand our operations,] significant costs and expenses and reputational harm.
| 10 | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
In addition, the continuation of remote work arrangements [removed: as a result of] [added: following] the COVID-19 pandemic has increased and could further increase our cybersecurity risks.
This could impact our results of [removed: operations] [added: operations, our competitiveness] and the trading [added: value] of our stock.*
We have made a commitment to prioritize sustainable energy practices, reduce our carbon footprint and transition to more renewable and sustainable sources of energy, particularly in our [removed: data center business.][added: Global Data Center Business.]
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 11 | | |
Moreover, as we expand our operations [removed: in] [added: into new businesses, including] digital solutions and the storage of valuable [removed: items] [added: items,] and respond to customer demands for higher limitation of liability, our exposure to contracts with higher or no limitations of liability and disputes with customers over contract interpretation may increase.
| 12 | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
- the impact of [removed: foreign government and United States] laws and regulations that apply to us in [removed: foreign] countries where we operate; in particular, we are subject to [removed: United States and foreign] sanctions and anti-corruption laws, such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and, although we have implemented internal controls, policies and procedures and training to deter prohibited practices, our employees, partners, contractors or agents may violate or circumvent such policies and the law;
- costs and difficulties associated with managing [removed: international operations] [added: global operations,] including cross border sales;
- the volatility of certain [removed: foreign] economies in which we operate;
- fluctuations of [removed: foreign] currency exchange rates in the markets in which we operate;
- political uncertainties and changes in the global political climate or other global events, such as trade wars [removed: involving the U.S.] or global pandemics, [removed: including the COVID-19 pandemic,] which may [removed: impose restrictions on, or] create additional risk in relation [removed: to,] [added: to our] global operations, which [removed: risks] may become more pronounced as we consolidate operations across countries and need to move [removed: records and] data across borders;
- the risk that business partners upon whom we depend for technical assistance or management and acquisition expertise in some markets [removed: outside of the United States] will not perform as expected;
- if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose or be required to contribute unplanned capital; [added: and]
- our partners may have economic, tax or other interests or goals that are inconsistent with our interests or goals, and that could affect our ability to negotiate satisfactory joint venture terms, to operate the property or business or maintain our qualification for taxation as a [removed: REIT;][added: REIT.]
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 13 | | |
We [removed: also] purchase significant amounts of electricity [removed: from generating facilities] and [removed: utility companies] [added: water for cooling from suppliers] that are subject to environmental laws, regulations and permit requirements.
These environmental requirements are subject to material change, which could result in increases in our [removed: electricity] suppliers’ compliance costs that may be passed through to [removed: us.][added: us or otherwise constrain the availability of such resources.]
Because our data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage at our data centers could also result in lost profits or other indirect or consequential damages to our [removed: customers.][added: customers, which could in turn result in contractual liability to our customers or impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenue and our results of operations.]
| 14 | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
- increases in rent expense and property [removed: tax] [added: taxes] as a result of the increasing demand for industrial real estate;
- inability to use our real estate holdings effectively and costs associated with vacating or consolidating facilities if the demand for physical storage were to diminish; [removed: and]
- liability under environmental laws for the costs of investigation and cleanup of contaminated real estate owned or leased by us, whether or not (i) we know of, or were responsible for, the contamination, or (ii) the contamination occurred while we owned or leased the [removed: property.][added: property; and]
Unexpected events, including fires or explosions at our facilities, war or other military conflict, [removed: including an escalation of the conflict between Russia and Ukraine, or] terrorist activities, natural disasters such as earthquakes and wildfires, unplanned power outages, supply disruptions, failure of equipment or systems, and severe weather events, such as droughts, heat waves, hurricanes, and flooding, could adversely affect our reputation and results of operations through physical damage to our facilities and equipment and through physical damage to, or disruption of, local infrastructure.
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 15 | | |
*As a global company, we are subject to the unique risks of operating in many countries.*
As of December 31, 2022, we operated in 60 countries.
The global nature of our business and our growth strategy, which includes continued acquisitions and investments in countries where we do not currently operate, is subject to numerous risks, including:
We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, as well as supply chain and logistical challenges.
Additional or unexpected disruptions to our supply chain or continued inflationary pressures could significantly affect the cost or timing of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction.
All construction related data center projects require us to carefully select and rely on the experience of one or more design firms, general contractors, and associated subcontractors during the design and construction process.
Should a design firm, general contractor, significant subcontractor, or key supplier experience financial or operational problems during the design or construction process, fail to perform properly or at all, we could experience significant delays, increased costs to complete the project, and other negative impacts to the expected return on our committed capital.
*Our ALM business may be subject to additional risks, including those related to its client and geographic concentration, government trade policies, and macroeconomic conditions.*
A significant portion of the revenue from our ALM business is derived from a limited number of clients and tied to cyclical projects involving the decommissioning and destruction of IT assets and the disposition of components of such assets to purchasers in concentrated geographies.
Though we generally enter into long-term contracts with such clients, the volume of work we perform for specific clients may vary over the life of each contract due to various factors including changes in client behavior or macroeconomic conditions impacting the availability of new IT assets in the marketplace.
There can be no assurance that we will be able to retain our current volumes, existing clients or that, if we were to lose one or more of our significant clients, we would be able to replace such clients with clients that generate a comparable amount of revenue.
Further, many of the purchasers of the decommissioned IT asset components are geographically concentrated, particularly within mainland China.
If governments enact trade policies that restrict the export of IT assets into China or other markets in which we sell decommissioned IT asset components, or increase the enforcement of such policies, then the revenue from the sale of these assets may be negatively impacted.
Additionally, uncertain macroeconomic conditions, particularly within mainland China, may reduce our purchasers’ demand for the IT asset components that we sell, thereby reducing our revenues and earnings.
As of December 31, 2022, we operated approximately 1,400 facilities worldwide, including approximately 600 in the United States, and face special risks attributable to the real estate we own or lease.
- costs of complying with fire protection and safety standards.
Certain of our indebtedness, including indebtedness under our credit agreement, is paid at floating interest rates, and as a result, our interest expense or the cost of our debt may increase due to rising interest rates or changes to benchmark rates.
We also have invested in a subsidiary that intends to elect to be taxed as a REIT and therefore must independently satisfy all REIT qualification requirements.
If such subsidiary REIT were to fail to qualify as a REIT, it may cause us to fail to remain qualified for taxation as a REIT.
Distributions paid by REITs generally are not treated as "qualified dividends" under the Code, and the reduced rates applicable to such dividends do not generally apply.
Furthermore, our contracts with the United States Government require us to use personnel with security clearances, and we may not be successful or may experience delays in attracting, training or retaining qualified personnel with the requisite skills or security clearances.
- challenges in executing on our strategic growth plan within the constraints of our REIT structure, as well as remaining REIT compliant.
We face competition from other companies to grow our business, and, as a result, we may be unable to acquire or invest in, or we may pay a premium purchase price for, data centers, technology and adjacent businesses and businesses in higher-growth markets that support our strategic growth plan, which could have an adverse effect on our results of operations and financial condition.
Ultimately, if we are unable to appropriately align our cost structure with decreased levels of service activity, our operating results could be adversely affected.
To date, our customers’ shift from paper and tape storage to alternative technologies has not accelerated as a result of the COVID-19 pandemic.
*Changes in customer behavior with respect to destruction of records stored with us could adversely affect our business, financial condition and results of operations.*
Over the past several years, our destruction rates, as a percentage of records stored with us, have fluctuated.
When destruction rates for records stored with us increase, it has a positive impact on our service revenues in the year of destruction but negatively impacts our longer term storage revenues, adversely affecting our financial condition and results of operations.
There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection that could affect us.
In the U.S., we are subject to various state laws which provide for disparate notification regimes.
*Our business, operations, and financial results have been, and could continue to be, impacted by developments in the COVID-19 pandemic.*
The COVID-19 pandemic, and the ongoing emergence of variants of the SARS-CoV-2 virus, and the resulting actions taken in response by governments, businesses, and individuals have resulted in, and are expected to continue to result in, substantial increased cyclical impacts to the global economy, including a curtailment of business activities (including changes in demand for a broad variety of goods and services), weakened economic conditions, disruptions in supply, manufacturing and logistics, economic uncertainty and volatility in the financial markets, both in the United States and abroad, as well as reduced service operations and changed business practices for us, our customers, and other third parties with which we do business.
Due to the unpredictable and rapidly changing nature of the COVID-19 pandemic, the extent to which it continues to impact us will depend on numerous factors that we are unable to predict and are not within our control, including: the duration or re-emergence of outbreaks and developments of variants of the SARS-CoV-2 virus, the distribution, public acceptance and efficacy of COVID-19 vaccines; the continuation, resumption, and/or expansion of restrictions imposed by governments and businesses; the impact of any resulting inflationary or recessionary conditions and general economic uncertainty in the global markets; the pace of economic recovery from any impact of the COVID-19 pandemic; and the impact of any such factors on our customers, suppliers, vendors, and other business partners.
*Complying with fire and safety standards may result in significant expense.*
As of December 31, 2021, we operated approximately 1,450 facilities worldwide, including more than 600 in the United States.
Many of these facilities were built and outfitted by third parties and added to our real estate portfolio as part of acquisitions.
Some of these facilities contain fire suppression and safety features that are different from our current specifications and current standards for new facilities, although we believe these facilities were in compliance with applicable fire and safety laws and regulations in effect at the time of their construction or outfitting.
In some instances, local authorities may take the position that our fire suppression and safety features in a particular facility are insufficient and require additional measures that may involve considerable expense to us.
In addition, where we determine that the fire suppression and safety features of a facility require improvement, we will develop and implement a plan to remediate the issue, although implementation may require an extended period to complete.
A significant aspect of the integration of businesses we have acquired or may acquire is the process of making investments in the acquired facilities to conform such facilities to our standards of operations.
This process is complex and time-consuming.
If additional fire safety and suppression measures beyond our current operating plan were required at a large number of our facilities, the expense required for compliance could negatively impact our business, financial condition or results of operations.
*International operations pose unique risks.*
As of December 31, 2021, we operated in over 60 countries outside the United States.
Our international operations account for a significant portion of our overall operations, and as part of our growth strategy, we expect its share to increase as we continue to acquire or invest in businesses in select foreign markets, including countries where we do not currently operate.
International operations are subject to numerous risks, including:
- our partners may be subject to different laws or regulations than us, or may be structured differently than us for tax purposes, which could create conflicts of interest and/or affect our ability to maintain our qualification for taxation as a REIT;
- our partners may take actions that are not within our control, which could require us to dispose of the joint venture asset, transfer it to a taxable REIT subsidiary (“TRS”) in order for us to maintain our qualification for taxation as a REIT, or purchase such partner’s interests or assets at an above-market price;
- we may agree to restrictions on our ability to expand our business in certain geographies independently or with other partners;
- disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business; and
- we may in certain circumstances be liable for the actions of our third-party partners or guarantee all or a portion of the joint venture’s liabilities, which may require us to pay an amount greater than our investment in the joint venture.
Because our business is heavily dependent on real estate, we face special risks attributable to the real estate we own or lease.
We have a significant amount of indebtedness.
Despite our current indebtedness levels, we may still incur substantially more debt, particularly in order to execute on our strategic growth plan.
The terms of our indentures generally do not cap the maximum amount of additional funds that may be borrowed under our Credit Agreement and possible future credit arrangements.
An excerpt. Shown here: 40 of 56 rewritten, all 21 added and all 34 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS. in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
335 rewritten, 187 added, 222 removed, 433 unchanged
Risk [removed: Factors”] [added: Factors"] beginning on page [removed: 9] [added: [9](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] of this Annual Report.
| [added: 26] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 27] | | |
As of December 31, 2021, we [removed: have] completed Project Summit.
As a result of the [removed: program] [added: program,] we [removed: have] simplified our global structure, rebalanced resources to focus on higher growth areas, realigned our management structure to create a more dynamic, agile organization, made investments to enhance the customer experience and leveraged new technology solutions that enabled us to modernize our service delivery model and more efficiently utilize our fleet, labor and real estate.
Project Summit [removed: has] improved annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, of which approximately [removed: $160.0] [added: $50.0] million and [removed: $165.0] [added: $160.0] million were realized in [removed: 2021] [added: 2022] and [removed: 2020, respectively, with the remainder to come in 2022.][added: 2021, respectively.]
| [removed: 2021] [added: ] | | | [removed: ] | | | [removed: $160 million] [added: ] | | |
[removed: | Exiting 2021 | | |  | | | $375 million | | |][added: ]
The implementation of Project Summit resulted in total [removed: operating expenditures ("Restructuring Charges")] [added: restructuring costs] of approximately $450.0 million that primarily consisted of: [removed: (1)] [added: (i)] employee severance costs; [removed: (2)] [added: (ii)] internal costs associated with the development and implementation of Project Summit initiatives; [removed: (3)] [added: (iii)] professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and [removed: (4)] [added: (iv)] system implementation and data conversion costs.
[removed: | For the Year Ended December 31, 2020 | | |  | | | | | |][added: ]
| [removed: 28] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 27] | | |
INTELLECTUAL PROPERTY MANAGEMENT [removed: BUSINESS][added: BUSINESS DIVESTMENT]
On June 7, 2021, we sold our Intellectual Property Management ("IPM") business, [removed: also known as our technology escrow services business,] which we predominantly operated in the United States, for total gross consideration of approximately $215.4 million (the [removed: “IPM Divestment”).][added: "IPM Divestment").]
As a result of the IPM Divestment, we recorded a gain on sale of approximately $179.0 million to Other (income) expense, [removed: net,] [added: net] during the year ended December 31, 2021, [removed: the substantial majority of which was recorded during the second quarter of 2021,] representing the excess of the fair value of the consideration received over the sum of the carrying value of the IPM business.
Our IPM business represented approximately $14.2 [removed: million, $32.8] million and [removed: $33.2] [added: $6.8] million of total revenues [removed: for the years ended December 31, 2021, 2020] and [removed: 2019, respectively, and approximately $6.8 million, $16.0 million and $17.2 million of] total net [removed: income] [added: income, respectively,] for the [removed: years] [added: year] ended December 31, [removed: 2021, 2020 and 2019, respectively.][added: 2021.]
- [removed: In spite of the COVID-19 pandemic, we] [added: We] have experienced [removed: relatively] steady volume in our Global RIM Business segment, with organic storage rental revenue growth driven primarily by revenue management.
We expect organic service revenue growth in [removed: 2022] [added: 2023] to benefit from our new and existing digital [removed: offerings.][added: offerings, as well as our traditional services.]
- We expect [added: continued total] revenue and Adjusted EBITDA growth [removed: to accelerate] in [removed: 2022 with continued] [added: 2023 as a result of our] focus on new product and service offerings, innovation, customer solutions and market [removed: expansion.][added: expansion in line with our Project Matterhorn objectives.]
| [added: 28] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 29] | | |
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, customer termination and permanent withdrawal fees, project [removed: revenues,] [added: revenues] and courier operations, consisting primarily of the pickup and delivery of records upon customer request; (2) destruction services, consisting primarily of [added: (i)] secure shredding of sensitive documents and the subsequent sale of shredded paper for recycling, the price of which can fluctuate from period to [removed: period;] [added: period, and (ii) the decommissioning, data erasure, processing and disposition or sale of IT hardware and component assets;] (3) digital solutions, including the scanning, imaging and document conversion services of active and inactive records, and consulting services; and (4) data center services, including set up, monitoring and support of our customers' assets which are protected in our data center facilities, and special project services, including data center fitout.
Our [added: Records Management and Data Management] service revenue growth [removed: has been] [added: is being] negatively impacted by declining activity rates as stored records [added: and tapes] are becoming less [removed: active.][added: active and more archival.]
[removed: ][added: ]
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the year ended December 31, [removed: 2021] [added: 2022] consists of the following:
| [removed: 30] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 29] | | |
| Trends in facility occupancy costs are impacted by: •the total number of facilities we occupy; •the mix of properties we own versus properties we lease; •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 [removed: 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 operational revenue. •The overhead structure of our expanding international operations has generally not achieved the same level of overhead leverage as our North American operations, which may result in an increase in selling, general and administrative expenses as a percentage of [removed: consolidated] revenue as our international operations become a larger percentage of our consolidated results. | | | | | |
Amortization relates primarily to customer [added: and supplier] relationship intangible assets, contract fulfillment costs and data center lease-based intangible assets.
The constant currency growth rates are calculated by translating the [removed: 2020 results at the] 2021 [removed: average exchange rates and the 2019] results at the [removed: 2020] [added: 2022] average exchange rates.
| [added: 30] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 31] | | |
| Australian dollar | | | [removed: 3.3] [added: 2.8] | | % | | | | [removed: 3.2] [added: 3.3] | | % | | | | $ | [removed: 0.751] [added: 0.695] | | | | | $ | [removed: 0.690] [added: 0.751] | | | | | [removed: 8.8] [added: (7.5)] | | % |
| Brazilian real | | | 1.8 | | % | | | | [removed: 1.9] [added: 1.8] | | % | | | | $ | [removed: 0.186] [added: 0.194] | | | | | $ | [removed: 0.196] [added: 0.186] | | | | | [removed: (5.1)] [added: 4.3] | | % |
| British pound sterling | | | [removed: 6.6] [added: 6.5] | | % | | | | [removed: 6.0] [added: 6.6] | | % | | | | $ | [removed: 1.376] [added: 1.237] | | | | | $ | [removed: 1.283] [added: 1.376] | | | | | [removed: 7.2] [added: (10.1)] | | % |
| Canadian dollar | | | [removed: 5.6] [added: 5.3] | | % | | | | [removed: 5.4] [added: 5.6] | | % | | | | $ | [removed: 0.798] [added: 0.769] | | | | | $ | [removed: 0.746] [added: 0.798] | | | | | [removed: 7.0] [added: (3.6)] | | % |
The percentage of United States dollar-reported revenues for all other foreign currencies was [removed: 14.6%, 13.8% and] 12.7% [added: and 14.6%] for the years ended December 31, [removed: 2021, 2020] [added: 2022] and [removed: 2019,] [added: 2021,] respectively.
Adjusted EBITDA is defined as [added: net] income (loss) [removed: from continuing operations] before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
| EXCLUDED | | | | | | [added: | | | | | | | | | | | |]
| •Acquisition and Integration Costs [added: (as defined below)] •Restructuring [removed: Charges •Intangible impairments] [added: and other transformation] •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | | | •Other (income) expense, net •Stock-based compensation expense [removed: •COVID-19 Costs (as defined below)] | | |
We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable [removed: operating] segments under [removed: “Results] [added: "Results] of Operations – Segment [removed: Analysis”] [added: Analysis"] below.
| [removed: 32] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 31] | | |
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 [removed: (“GAAP”),] [added: ("GAAP"),] such as operating income, [removed: income (loss) from continuing operations,] net income (loss) or cash flows from operating activities [removed: from continuing operations] (as determined in accordance with GAAP).
RECONCILIATION OF [added: NET] INCOME (LOSS) [removed: FROM CONTINUING OPERATIONS] TO ADJUSTED EBITDA (IN THOUSANDS):
| | | | YEAR ENDED DECEMBER 31, | | | | | | | | | | | | [removed: | | |]
PROJECT MATTERHORN
In September 2022, we announced Project Matterhorn, our global program designed to accelerate the growth of our business.
Project Matterhorn investments will focus on transforming our operating model to a global operating model.
Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs.
We will be investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate.
We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025.
Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement our growth initiatives.
Total costs related to Project Matterhorn during the year ended December 31, 2022 were approximately $41.9 million and are included in Restructuring and other transformation in our Consolidated Statement of Operations.
There were no Restructuring and other transformation costs related to Project Matterhorn for the year ended December 31, 2021.
On January 25, 2022, in order to expand our ALM operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("ITRenew").
From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business.
ITRenew is presented in Corporate and Other and primarily operates in the United States.
See *Acquisitions* within the Liquidity and Capital Resources section below for additional information.
Total restructuring costs included in Restructuring and other transformation in our Consolidated Statements of Operations for the year ended December 31, 2021 were $206.4 million.
As Project Summit was completed as of December 31, 2021, there were no restructuring costs for Project Summit for the year ended December 31, 2022.
DIVESTMENTS AND DECONSOLIDATIONS
OSG RECORDS MANAGEMENT (EUROPE) LIMITED DECONSOLIDATION
On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in our acquisition of OSG Records Management (Europe) Limited, excluding Ukraine ("OSG Deconsolidation").
We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other (income) expense, net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and the subsequent remeasurement of the retained investment to a fair value of zero.
These businesses represented approximately $44.9 million of total revenues and $7.2 million of total net income for the year ended December 31, 2021.
- Our organic service revenue growth is primarily due to increases in our service activity.
- We expect the impact of a stronger US dollar to create headwinds on reported total revenue and Adjusted EBITDA growth in 2023 against prior periods.
| | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | | | |
| Euro | | | 7.0 | | % | | | | 7.7 | | % | | | | $ | 1.054 | | | | | $ | 1.183 | | | | | (10.9) | | % |
| | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | |
| Restructuring and other transformation | | | 41,933 | | | | | | 206,426 | | | | | |
| | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | |
| Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated | | | $ | 1.90 | | | | | $ | 1.55 | |
| Restructuring and other transformation | | | 0.14 | | | | | | 0.71 | | |
| Amortization related to the write-off of certain customer relationship intangible assets | | | 0.02 | | | | | | — | | |
| Non-cash amortization related to derivative instruments(1) | | | 0.03 | | | | | | — | | |
| Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(3) | | | $ | 1.79 | | | | | $ | 1.51 | |
(1)Relates to the amortization of the excluded component of our cross-currency swap agreements, which is recognized on a straight-line basis as a component of Interest expense, net in our Consolidated Statements of Operations.
| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | |
| Net Income (Loss) | | | $ | 562,149 | | | | | $ | 452,725 | | | | | | | | | | | | | | | | |
| Add/(Deduct): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Add/(Deduct): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restructuring and other transformation | | | 41,933 | | | | | | 206,426 | | | | | | | | | | | | | | | | | |
COVID-19
In March 2020, the World Health Organization declared a novel strain of coronavirus (“COVID-19”) a pandemic.
While we have broad geographic and customer diversification with operations in 63 countries and no single customer accounting for more than approximately 1% of revenue during the year ended December 31, 2021, COVID-19 is a global pandemic impacting numerous industries and geographies.
While our service operations have increased from the reductions we experienced during the first and second quarter of 2020, future service revenues remain uncertain and will be dependent on the severity of the COVID-19 pandemic, including new variants of COVID-19 that may emerge.
PROJECT SUMMIT
The following table presents (in millions) total Restructuring Charges related to Project Summit from the inception of Project Summit through December 31, 2021 and for the years ended December 31, 2021, 2020 and 2019:
| From the Inception of Project Summit through December 31, 2021 | | |  | | | | | |
| For the Year Ended December 31, 2021 | | |  | | | | | |
| For the Year Ended December 31, 2019 | | |  | | | | | |
We have also incurred approximately $33.8 million in capital expenditures related to Project Summit from the inception of Project Summit through December 31, 2021.
DIVESTMENTS
IRON MOUNTAIN CONSUMER STORAGE
In March 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 strategic partnership (the “MakeSpace JV”) established by us and MakeSpace Labs, Inc. (“MakeSpace”) pursuant to a transaction which closed on March 19, 2019 (the "Consumer Storage Transaction").
Upon the closing of the Consumer Storage Transaction, 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 initial equity interest of approximately 34% in the MakeSpace JV (the “MakeSpace Investment”).
In the second quarter of 2020, we committed to participate in a round of equity funding for the MakeSpace JV whereby we contributed $36.0 million of the $45.0 million being raised in installments between May 2020 through October 2021.
At December 31, 2021, we owned 49.99% of the outstanding equity in the MakeSpace JV.
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 Global RIM Business segment.
During the years ended December 31, 2021, 2020 and 2019, we recognized revenue of approximately $34.7 million, $33.6 million and $22.5 million, respectively, associated with the MakeSpace Agreement.
As a result of the Consumer Storage Transaction, we recorded a gain on sale of approximately $4.2 million to Other (income) expense, net, during the first quarter of 2019, representing the excess of the fair value of the consideration received over the sum of the carrying value of our consumer storage operations and (ii) the Cash Contribution.
________________________________________________________
As described in Note 4 to Notes to Consolidated Financial Statements included in this Annual Report, we have concluded that the divestments of IPM and the IM Consumer Storage Assets in the Consumer Storage Transaction do not meet the criteria to be reported as discontinued operations in our consolidated financial statements.
- Our organic service revenue growth is primarily due to increases in our service activity, particularly in regions where governments have lifted or eased COVID-19-related restrictions on our customers’ non-essential business operations.
BREAKDOWN OF REVENUES
|  | | | | | |  | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | PERCENTAGE OF UNITED STATES DOLLAR- REPORTED REVENUE FOR THE YEAR ENDED DECEMBER 31, | | | | | | | | | | | | AVERAGE EXCHANGE RATES FOR THE YEAR ENDED DECEMBER 31, | | | | | | | | | | | | PERCENTAGE STRENGTHENING / (WEAKENING) OF FOREIGN CURRENCY | | |
| | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | | | |
| Euro | | | 7.7 | | % | | | | 7.5 | | % | | | | $ | 1.183 | | | | | $ | 1.141 | | | | | 3.7 | | % |
| | | | 2020 | | | | | | 2019 | | | | | | 2020 | | | | | | 2019 | | | | | | | | |
| Australian dollar | | | 3.2 | | % | | | | 3.4 | | % | | | | $ | 0.690 | | | | | $ | 0.695 | | | | | (0.7) | | % |
| Brazilian real | | | 1.9 | | % | | | | 2.6 | | % | | | | $ | 0.196 | | | | | $ | 0.254 | | | | | (22.8) | | % |
| British pound sterling | | | 6.0 | | % | | | | 6.4 | | % | | | | $ | 1.283 | | | | | $ | 1.277 | | | | | 0.5 | | % |
| Canadian dollar | | | 5.4 | | % | | | | 5.7 | | % | | | | $ | 0.746 | | | | | $ | 0.754 | | | | | (1.1) | | % |
| Euro | | | 7.5 | | % | | | | 7.4 | | % | | | | $ | 1.141 | | | | | $ | 1.120 | | | | | 1.9 | | % |

An excerpt. Shown here: 40 of 335 rewritten, 40 of 187 added and 40 of 222 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
12 rewritten, 1 added, 9 removed, 27 unchanged
The only significant concentrations of liquid investments as of December 31, [removed: 2021 relate] [added: 2022 related] to cash and cash equivalents held in money market [removed: funds with four “Triple A” rated money market funds and time deposits with one global bank.][added: funds.]
As of December 31, [removed: 2021,] [added: 2022,] our cash and cash equivalents [removed: balance, including restricted cash,] [added: balance] was [removed: $255.8] [added: $141.8] million.
As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $973.3] [added: $2,341.4] million of variable rate debt outstanding with a weighted average variable interest rate of approximately [removed: 3.3%,] [added: 5.8%,] and [removed: $8,391.2] [added: $8,308.9] million of fixed rate debt outstanding.
As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 90%] [added: 78%] of our total debt outstanding was fixed.
If the weighted average variable interest rate on our variable rate debt had increased by 1%, our net income for the year ended December 31, [removed: 2021] [added: 2022] would have been reduced by approximately [removed: $12.2] [added: $17.3] million.
See Note 6 to Notes to Consolidated Financial Statements included in this Annual Report for a discussion on our interest rate swaps and Note 7 to Notes to Consolidated Financial Statements included in this Annual Report for a discussion of our long-term indebtedness, including the fair values of such indebtedness as of December 31, [removed: 2021.][added: 2022.]
Another strategy we utilize is for IMI or [removed: IMIM, a wholly-owned subsidiary of IMI,] [added: IMIM] to borrow in foreign currencies to hedge our intercompany financing activities.
IM UK has financed a portion of its capital needs through the issuance [removed: in British pounds sterling] of the GBP Notes [removed: due 2025.][added: and through borrowings under the UK Bilateral Revolving Credit Facility, each of which are denominated in British pounds sterling.]
These cross-currency [removed: swaps] [added: swap agreements] are marked to market at the end of each reporting [removed: period] [added: period, representing the fair values of the cross-currency swap agreements,] and any changes in fair value are [removed: recorded] [added: recognized] as a component of Accumulated other comprehensive items, net.
Unrealized gains are recognized as assets, which are recorded as [added: either] a component of [added: (i) Prepaid expenses and other or (ii)] Other within Other assets, net, while unrecognized losses are recognized as liabilities, which are recorded as either a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Consolidated Balance Sheets.
| [removed: 57] [added: 58] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
A 10% depreciation in year-end [removed: 2021] [added: 2022] functional currencies, relative to the United States dollar, would result in a reduction in our equity of approximately [removed: $300.0] [added: $377.4] million.
We also have several intercompany obligations with and between certain of our subsidiaries of differing functional currencies, resulting in foreign transaction gains or losses based on period-end exchange rates.
We also have several intercompany obligations between our foreign subsidiaries and IMI and our United States-based subsidiaries.
In addition, our foreign subsidiaries and IME also have intercompany obligations between them.
These intercompany obligations are primarily denominated in the local currency of the foreign subsidiary.
We have implemented these strategies for our foreign investments in the United Kingdom, Canada, Australia, Latin America and continental Europe.
As of and during the year ending December 31, 2021, we had no outstanding forward contracts.
At the maturity of any forward contract, we may enter into a new forward contract to hedge movements in the underlying currencies.
At the time of settlement, we either pay or receive the net settlement amount from any forward contract and recognize this amount in Other (income) expense, net in the accompanying statements of operations as a realized foreign exchange gain or loss.
At the end of each month, we mark the outstanding forward contracts to market and record an unrealized foreign exchange gain or loss for the mark-to-market valuation.
Historically, we have not designated any of the forward contracts we have entered as hedges.
Item 1. BUSINESS.
72 rewritten, 28 added, 30 removed, 140 unchanged
Founded in an underground facility near Hudson, New York in 1951, Iron Mountain Incorporated, a Delaware corporation, has [removed: approximately] [added: more than] 225,000 customers in a variety of industries in [removed: 63] [added: 60] countries around the world, as of December 31, [removed: 2021.][added: 2022.]
As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 25,000] [added: 26,000] people.
As of December 31, [removed: 2021,] [added: 2022,] we were number [removed: 605] [added: 652] on the Fortune 1000.
Over time, customers are increasing their digital information, with the new information storage ecosystem being a hybrid of physical and digital [removed: mediums.][added: media.]
We are a different company [removed: than] [added: to] the one we have been [removed: historically.][added: in our past.]
The strategic journey we are on is driving this change and our focus remains on [added: the] four pillars outlined below to grow our business.
| Continued growth in physical storage through revenue management as well as volume growth achieved in faster growing emerging markets and consumer and [removed: adjacent] [added: complementary] business growth in developed markets | | | •We are establishing and enhancing leadership positions in higher-growth markets such as central and eastern Europe, Latin America, Asia and Africa, through both organic expansion and acquisitions in countries where GDP growth is faster and outsourcing information management is at an earlier stage. •We continue to identify, acquire, incubate and scale complementary businesses and products to support our long-term growth objectives and drive solid returns on invested capital. These opportunities include our digital [removed: services, Secure IT Asset Disposition] [added: services] and our [added: ALM,] Entertainment Services, Fine Arts and Consumer Storage (each as defined below) businesses. | | |
| Utilizing our global scale as well as [added: over] 70 years of customer trust to deliver differentiated data center offerings | | | •We have made significant progress in scaling our Global Data Center Business through acquisitions and organic growth, with [removed: 19] [added: 21] operating data centers across [removed: 16] [added: 19] global [removed: markets.] [added: markets, either directly or through unconsolidated joint ventures.] •As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 89%] [added: 92%] of our data center capacity was leased. With total potential capacity of [removed: 604] [added: 747] megawatts ("MW") in land and buildings currently owned or operated by us, we are among the largest global data center operators. | | |
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 1 | | |
| Increased investment in our [added: growth agenda, our] business and customer-centric solutions | | | •We have established an investment strategy to fuel our growth. The investments [removed: are] [added: we outlined in our plan for Project Matterhorn (as defined below) have been] enabled by the success of Project [removed: Summit] [added: Summit, which was completed in 2021,] and informed by our established leadership position in the physical storage business, [added: our] expanding [removed: services,] [added: services such as Global Digital Solutions] and [added: ALM and] our significant progress in the Global Data Center [removed: business.] [added: Business.] | | |
The amount of revenues derived from our business segments and other relevant data, including financial information about geographic areas and product and service lines, for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] are set forth in Note 11 to Notes to Consolidated Financial Statements included in this Annual Report.
The Global [removed: RIM] [added: Records and Information Management ("Global RIM")] Business segment includes several distinct offerings.
*Records Management,* stores physical records and provides healthcare information services, vital records services, courier operations, and the collection, handling and disposal of sensitive documents [removed: (collectively, “Records Management”)] [added: ("Records Management")] for customers in [removed: 63] [added: 60] countries around the globe.
As of December 31, [removed: 2021,] [added: 2022,] we stored approximately [removed: 740] [added: 730] million cubic feet of hardcopy records.
*Data Management,* provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier [removed: operations (“Data Protection & Recovery”);] [added: operations,] server and computer backup [removed: services;] [added: services] and related services [removed: offerings, (collectively, “Data Management”).][added: offerings ("Data Management").]
*Global Digital [removed: Solutions (“GDS*”*),*] [added: Solutions,*] develops, implements and supports comprehensive storage and information management solutions for the complete lifecycle of our customers’ information, including the management of physical records, conversion of documents to digital formats and digital storage of [removed: information, primarily in the United States and Canada.][added: information ("Global Digital Solutions").]
Through a combination of shredding facilities and mobile shredding units consisting of custom built trucks, we are able to offer secure shredding services to our [removed: customers throughout the United States, Canada and South Africa.][added: customers.]
[removed: *Secure IT Asset Disposition ("Secure ITAD"),* a component of asset life cycle management, provides secure disposition of obsolete IT assets with: industry leading] [added: ALM services are enabled by:] secure [removed: logistics and] [added: logistics,] chain of custody [added: and complete asset traceability] practices, environmentally-responsible asset processing and recycling, and data sanitization and asset refurbishment services that enable value recovery through asset remarketing.
Our [removed: service focuses] [added: ALM services focus] on protecting and eradicating customer data while maintaining strong, [removed: audible,] [added: auditable] and transparent chain of custody practices.
*Consumer Storage,* provides on-demand, valet storage for consumers [removed: (“Consumer Storage”) across 31 markets in North America] [added: ("Consumer Storage")] through a strategic partnership that utilizes data analytics and machine learning to provide effective customer acquisition and a convenient and seamless consumer storage experience.
| 2 | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
The Global Data Center Business segment provides enterprise-class data center facilities and hyperscale-ready capacity to protect mission-critical assets and ensure the continued operation of our customers’ IT [removed: infrastructure,] [added: infrastructure] with secure, reliable and flexible data center options.
The world’s most heavily regulated organizations have trusted us with their data centers for over 15 years, and as of December 31, [removed: 2021,] [added: 2022,] five of the top 10 global cloud providers were Iron Mountain Data Center customers.
| CORPORATE AND [removed: OTHER BUSINESS] [added: OTHER] | | |
[removed: *Adjacent Businesses* is comprised of (i)] [added: *Entertainment Services,*] entertainment and media [added: services] which [removed: helps] [added: help] industry clients store, safeguard and deliver physical media of all types, and provides digital content repository systems that house, distribute, and archive key media [removed: assets, throughout the United States, Canada, France, China - Hong Kong S.A.R., the Netherlands and the United Kingdom (“Entertainment Services”) and (ii) technical expertise in the handling, installation and storing of art in the United States, Canada and Europe (“Fine Arts”).][added: assets ("Entertainment Services").]
[removed: Our *Corporate] [added: Corporate] and Other [removed: Business* segment] also includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole.
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | 3 | | |
| Large, Diversified, Global Business [removed: ] [added: ] | | | The world’s most heavily regulated organizations trust us with the storage of their records. Our mission-critical storage offerings and related services generated approximately [removed: $4.5] [added: $5.1] billion in annual revenue in [removed: 2021.] [added: 2022.] Our business has a highly diverse customer base of [removed: approximately] [added: more than] 225,000 customers - with no single customer accounting for more than approximately 1% of revenue during the year ended December 31, [removed: 2021] [added: 2022] - and operates in [removed: 63] [added: 60] countries globally. This presents a significant cross-sell opportunity for our [removed: Global Data Center, Global Digital Solutions] [added: expanding solutions, including digital, data center] and [removed: Global Secure IT Asset Disposition businesses. ] [added: ALM. ] | | |
| Recurring, Durable Revenue Stream [removed: ] [added: ] | | | We generate a majority of our revenues from contracted storage rental fees, via agreements that generally range from one to five years in length. Historically, in our Records Management business, we have seen strong customer retention (of approximately 98%) and solid physical records retention; more than 50% of physical records that entered our facilities 15 years ago are still with us today. We have also seen strong customer retention in our Global Data Center Business. | | |
| Comprehensive Information Management Solution [removed: ] [added: ] | | | As an S&P 500 REIT with approximately [removed: 1,450] [added: 1,400] locations globally and with offerings spanning physical storage, digitization solutions and digital storage, we are positioned to provide a holistic offering to our customers. We are able to cater to our customers’ physical and digital needs and to help guide their digital transformation journey. | | |
| Significant Owner and Operator of Real Estate [removed: ] [added: ] | | | We operate approximately [removed: 95] [added: 97] million square feet of real estate worldwide. Our owned real estate footprint spans nearly [removed: 25] [added: 23] million square [removed: feet and is concentrated in major metropolitan statistical areas in North America, Western Europe and Latin America.] [added: feet.] | | |
| Limited Revenue Cyclicality [removed: ] [added: ] | | | Historically, economic downturns have not significantly affected our storage rental business. Due to the durability of our total global physical volumes, the success of our revenue management initiatives, and the growth of our Global Data Center Business, we believe we can continue to grow organic storage rental revenue over time. | | |
| Shifting Revenue Mix [removed: ] [added: ] | | | We have identified a number of areas where we see opportunity for growth as we position ourselves to unlock greater value for our customers. These business lines, including [added: Global] Data Center, [added: ALM,] Fine [removed: Arts and] [added: Arts,] Entertainment [removed: Services, Consumer Storage] [added: Services] and [removed: Secure IT Asset Disposition,] [added: Consumer Storage,] represent markets with strong secular growth. | | |
| 4 | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
| Large Data Center Platform with Significant Expansion Opportunity [removed: ] [added: ] | | | As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 177] [added: 192] MW of leasable capacity with an additional [removed: 427] [added: 556] MW under construction or held for development. | | |
| Differentiated Compliance and Security [removed: ] [added: ] | | | We offer comprehensive compliance support and physical and cyber security. Our Security-in-Depth approach to security includes a combination of technical and human security measures, and experienced senior military and public sector security leaders oversee our security. As of December 31, [removed: 2021,] [added: 2022,] our data centers comply with one of the most comprehensive compliance programs in the industry, including enterprise-wide certified ISO 14001 and 50001 environmental and energy management systems. We also report globally on service organizational controls, as well as global ISO 27001 certification, and PCI-DSS compliance, and [removed: met] [added: meet] FISMA HIGH and FedRAMP controls in the United States. | | |
| Efficient Access and Flexibility [removed: ] [added: ] | | | We have the ability to provide customers with a range of deployment options from one cabinet to an entire building, leveraging our global portfolio of hyperscale-ready and underground data centers. We also provide access to numerous carriers, cloud providers and peering exchanges with migration support and IT. | | |
| 100% Green Powered Data Centers [removed: ] [added: ] | | | As of December 31, [removed: 2021,] [added: 2022,] our Global Data Center platform [removed: was powered by] [added: continues to match] 100% [removed: renewable energy,] [added: of its consumption] with [removed: carbon credit assistance] [added: renewable electricity procurement] and [added: benefits from] low power usage effectiveness [removed: (“PUE").] [added: ("PUE").] We are one of the top 30 buyers of renewable energy among the Fortune 1000 and [removed: now] offer the Green Power Pass, which allows customers to include the power they consume at any Iron Mountain data centers as green power in their CDP, RE100, GRI, or other sustainability reporting. | | |
As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 9,000] [added: 10,000] employees in the United States and approximately 16,000 employees outside of the United States.
As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 500] [added: 400] employees were represented by unions in North America and approximately [removed: 1,250] [added: 1,200] employees were represented by unions in Latin America.
Our asset lifecycle management ("ALM") business allows us to provide end-to-end asset lifecycle services for hyperscale, corporate data center and corporate end-user device assets.
PROJECT MATTERHORN
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn").
Project Matterhorn investments will focus on transforming our operating model to a global operating model.
Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers’ needs.
We will be investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate.
We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025.
Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement our growth initiatives.
Total costs related to Project Matterhorn during the year ended December 31, 2022 were approximately $41.9 million.
Corporate and Other consists primarily of our Fine Arts and ALM businesses and other corporate items ("Corporate and Other").
*Fine Arts,* provides technical expertise in the handling, installation and storing of art ("Fine Arts").
*ALM,* provides hyperscale and corporate IT infrastructure managers with services and solutions that enable the decommissioning, data erasure, processing and disposition or sale of IT hardware and component assets.
Similarly, in our ALM business, we compete with both hyperscalers and individual corporate clients who manage their own asset recycling and management, as well as external competitors.
In addition, we use data to gain insight to the global distribution of our employees, where they work, how they work and cost to serve.
Our Global Chief Diversity, Equity & Inclusion Officer works closely with our executive team, Human Resources, Environmental, Social and Governance ("ESG") and the DEI Councils and our Employee Resource Groups, all of whom support our DEI strategy in a variety of capacities.
We also have a Global DEI Council which is comprised of the executive team and is chaired by our Chief Executive Officer.
The Global DEI Council supports our DEI strategy and initiatives, monitors the progress of DEI initiatives and the enterprise goals, ensures accountability based upon identified measures and goals and communicates DEI progress to stakeholders.
In 2021, we established the following goals: by 2025, women will represent at least 40% of global leadership roles and individuals from historically underrepresented groups will represent at least 30% of US leadership roles.
The Global DEI Council is not only responsible for providing the resources to help us reach our goals but also acting aggressively to retain our talent.
SUSTAINABILITY
At Iron Mountain, we are using our influence and expertise to drive innovations that will not only protect and elevate the power of our customers’ work, but make a lasting, positive impact on people, planet, and performance.
Our four focus areas, where we can deliver uniquely through owned operations and customers' enablement, are safeguarding our customers’ information, empowering employees, serving our communities, and protecting the environment.
Iron Mountain is committed to sustainable growth and this is highlighted through initiatives and targets within the company.
Our work continues to receive recognition.
We are ranked 44th on Newsweek’s 2023 list of America’s Most Responsible Companies, and are ranked 4th within our industry.
A copy of our corporate responsibility report is available on the "About Us" section of our website, *www.ironmountain.com*, under the heading "Corporate Responsibility".
The process brought together our most senior leaders from across all business units and functions to explore the potential impacts of climate change related to several different warming scenarios.
The analysis resulted in the identification of three strategic areas where Iron Mountain should focus its future discussions regarding climate resilience, which include physical impacts, business strategy and innovation, and reputational and societal risks.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
PROJECT SUMMIT
In October 2019, we announced our global program ("Project Summit") designed to better position us for future growth and achievement of our strategic objectives.
We expanded Project Summit during the first quarter of 2020 to include additional opportunities to streamline our business and operations, as well as accelerated the timing of certain opportunities previously identified.
As a result of this initiative, we simplified our global structure, rebalanced resources to focus on higher growth areas, realigned our management structure to create a more dynamic, agile organization, and made investments to enhance the customer experience.
All Project Summit activities were completed in 2021, resulting in $375.0 million in annual Adjusted EBITDA benefits of which $165.0 million were delivered in 2020 and $160.0 million were delivered in 2021, with the remainder to come in 2022.
Project Summit charges totaled approximately $450.0 million since the program's inception.
For further details on Project Summit, see the "Overview" section of “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.
Complementary to our shredding operations is the sale of the resultant waste paper to third-party recyclers.
We are able to offer this service in over 30 countries.
As of December 31, 2021, our Global Data Center Business footprint spans nine markets in the United States and seven international markets.
| UNITED STATES | | | INTERNATIONAL MARKETS | | |
| Denver, Colorado | | | Amsterdam | | |
| Kansas City, Missouri | | | London | | |
| Boston, Massachusetts | | | Singapore | | |
| Boyers, Pennsylvania | | | Frankfurt (directly and through an unconsolidated joint venture) | | |
| Manassas, Virginia | | | Mumbai (through an unconsolidated joint venture) | | |
| Edison, New Jersey | | | Pune (through an unconsolidated joint venture) | | |
| Columbus, Ohio | | | Noida (through an unconsolidated joint venture) | | |
| Phoenix and Scottsdale, Arizona | | | | | |
The Corporate and Other Business segment consists primarily of Adjacent Businesses and other corporate items.
In addition, headcount data and cost analyses offer insights into how and where our employees work.
CORPORATE SOCIAL RESPONSIBILITY
Through our approach to Corporate Social Responsibility, we not only see ourselves as having our own responsibility to society, but also in helping our customers with their own environmental, social and governance (ESG) goals, and helping them gain value, make improvements and save costs.
We are committed to responsible, sustainable growth.
We have been recognized for our commitment to Corporate Social Responsibility.
We ranked 93rd on Newsweek’s 2022 list of America’s Most Responsible Companies.
We were a top scorer on the Disability Equality Index in 2020 and 2021.
An excerpt. Shown here: 40 of 72 rewritten, all 28 added and all 30 removed. The counts are complete. For every sentence, read Item 1. BUSINESS. in the FY2022 filing and the FY2021 filing.
Cover and table of contents
37 rewritten, 11 added, 7 removed, 75 unchanged
| For the Fiscal Year Ended December 31, [removed: 2021] [added: 2022] | | | | | |
[removed: ][added: ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report .Yes ☒ No ☐][added: report.]
As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant was approximately [removed: $12.1] [added: $13.9] billion based on the closing price on the New York Stock Exchange on such date.
Number of shares of the registrant’s Common Stock at February [removed: 18, 2022: 289,830,119][added: 17, 2023: 290,896,121]
Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K (the “Annual Report”) is incorporated by reference from our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ]
[removed: 2021] [added: 2022] FORM 10-K ANNUAL REPORT
| PART I | | | [removed: 0[1](#i1d117440a79147f69db4408bc4f22334_19)] [added: 0[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_19)] | | | ITEM 1. | | | [removed: [BUSINESS](#i1d117440a79147f69db4408bc4f22334_19)] [added: [BUSINESS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_19)] | | |
| [removed: 0[9](#i1d117440a79147f69db4408bc4f22334_22)] [added: 0[9](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] | | | ITEM 1A. | | | [RISK [removed: FACTORS](#i1d117440a79147f69db4408bc4f22334_22)] [added: FACTORS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] | | | | | |
| [removed: [20](#i1d117440a79147f69db4408bc4f22334_25)] [added: [20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_25)] | | | ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i1d117440a79147f69db4408bc4f22334_25)] [added: COMMENTS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_25)] | | | | | |
| [removed: [21](#i1d117440a79147f69db4408bc4f22334_28)] [added: [20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_28)] | | | ITEM 2. | | | [removed: [PROPERTIES](#i1d117440a79147f69db4408bc4f22334_28)] [added: [PROPERTIES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_28)] | | | | | |
| [removed: [25](#i1d117440a79147f69db4408bc4f22334_31)] [added: [24](#i377a8d1c128641c6a9a4c5ed0f85b7c3_31)] | | | ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i1d117440a79147f69db4408bc4f22334_31)] [added: PROCEEDINGS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_31)] | | | | | |
| [removed: [25](#i1d117440a79147f69db4408bc4f22334_34)] [added: [24](#i377a8d1c128641c6a9a4c5ed0f85b7c3_34)] | | | ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i1d117440a79147f69db4408bc4f22334_34)] [added: DISCLOSURES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_34)] | | | | | |
| PART II | | | [removed: [27](#i1d117440a79147f69db4408bc4f22334_43)] [added: [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_43)] | | | ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i1d117440a79147f69db4408bc4f22334_43)] [added: SECURITIES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_43)] | | |
| [removed: [27](#i1d117440a79147f69db4408bc4f22334_46)] [added: [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_46)] | | | ITEM 6. | | | [removed: [\[RESERVED.\]](#i1d117440a79147f69db4408bc4f22334_46)] [added: [\[RESERVED.\]](#i377a8d1c128641c6a9a4c5ed0f85b7c3_46)] | | | | | |
| [removed: [27](#i1d117440a79147f69db4408bc4f22334_52)] [added: [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_52)] | | | ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i1d117440a79147f69db4408bc4f22334_52)] [added: OPERATIONS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_52)] | | | | | |
| [removed: [57](#i1d117440a79147f69db4408bc4f22334_106)] [added: [58](#i377a8d1c128641c6a9a4c5ed0f85b7c3_109)] | | | ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i1d117440a79147f69db4408bc4f22334_106)] [added: RISK](#i377a8d1c128641c6a9a4c5ed0f85b7c3_109)] | | | | | |
| [removed: [58](#i1d117440a79147f69db4408bc4f22334_109)] [added: [59](#i377a8d1c128641c6a9a4c5ed0f85b7c3_112)] | | | ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1d117440a79147f69db4408bc4f22334_109)] [added: DATA](#i377a8d1c128641c6a9a4c5ed0f85b7c3_112)] | | | | | |
| [removed: [58](#i1d117440a79147f69db4408bc4f22334_112)] [added: [59](#i377a8d1c128641c6a9a4c5ed0f85b7c3_115)] | | | ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i1d117440a79147f69db4408bc4f22334_112)] [added: DISCLOSURE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_115)] | | | | | |
| [removed: [59](#i1d117440a79147f69db4408bc4f22334_115)] [added: [60](#i377a8d1c128641c6a9a4c5ed0f85b7c3_118)] | | | ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i1d117440a79147f69db4408bc4f22334_115)] [added: PROCEDURES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_118)] | | | | | |
| [removed: [61](#i1d117440a79147f69db4408bc4f22334_121)] [added: [62](#i377a8d1c128641c6a9a4c5ed0f85b7c3_124)] | | | ITEM 9B. | | | [OTHER [removed: INFORMATION](#i1d117440a79147f69db4408bc4f22334_121)] [added: INFORMATION](#i377a8d1c128641c6a9a4c5ed0f85b7c3_124)] | | | | | |
| [removed: [62](#i1d117440a79147f69db4408bc4f22334_3379)] [added: [62](#i377a8d1c128641c6a9a4c5ed0f85b7c3_130)] | | | ITEM 9C. | | | [removed: [DISCLOSURE](#i1d117440a79147f69db4408bc4f22334_3379) [](#i1d117440a79147f69db4408bc4f22334_3379)[REGARDING] [added: [DISCLOSURE REGARDING] FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i1d117440a79147f69db4408bc4f22334_3379)] [added: INSPECTIONS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_130)] | | | | | |
| PART III | | | [removed: [64](#i1d117440a79147f69db4408bc4f22334_130)] [added: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_139)] | | | ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i1d117440a79147f69db4408bc4f22334_130)] [added: GOVERNANCE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_139)] | | |
| [removed: [64](#i1d117440a79147f69db4408bc4f22334_133)] [added: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_142)] | | | ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i1d117440a79147f69db4408bc4f22334_133)] [added: COMPENSATION](#i377a8d1c128641c6a9a4c5ed0f85b7c3_142)] | | | | | |
| [removed: [64](#i1d117440a79147f69db4408bc4f22334_136)] [added: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_145)] | | | ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i1d117440a79147f69db4408bc4f22334_136)] [added: MATTERS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_145)] | | | | | |
| [removed: [64](#i1d117440a79147f69db4408bc4f22334_139)] [added: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_148)] | | | ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i1d117440a79147f69db4408bc4f22334_139)] [added: INDEPENDENCE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_148)] | | | | | |
| [removed: [64](#i1d117440a79147f69db4408bc4f22334_142)] [added: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_151)] | | | ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i1d117440a79147f69db4408bc4f22334_142)] [added: SERVICES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_151)] | | | | | |
| PART IV | | | [removed: [66](#i1d117440a79147f69db4408bc4f22334_151)] [added: [66](#i377a8d1c128641c6a9a4c5ed0f85b7c3_160)] | | | ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i1d117440a79147f69db4408bc4f22334_151)] [added: SCHEDULES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_160)] | | |
| [removed: [137](#i1d117440a79147f69db4408bc4f22334_331)] [added: [141](#i377a8d1c128641c6a9a4c5ed0f85b7c3_343)] | | | ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i1d117440a79147f69db4408bc4f22334_331)] [added: SUMMARY](#i377a8d1c128641c6a9a4c5ed0f85b7c3_343)] | | | | | |
References in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] (this "Annual Report") to [removed: “the Company,” “Iron Mountain,” “we,” “us”] [added: "the Company", "Iron Mountain", "we", "us"] or [removed: “our”] [added: "our"] include Iron Mountain Incorporated, a Delaware corporation, and its predecessor, as applicable, and its consolidated subsidiaries, unless the context indicates otherwise.
When we use words such as [removed: “believes,” “expects,” “anticipates,” “estimates”,] [added: "believes", "expects", "anticipates", "estimates",] "plans", [removed: "intends"] [added: "intends", "pursue", "will"] or similar expressions, we are making forward-looking statements.
- our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, [added: grow our businesses (including through joint ventures),] incorporate [removed: new digital information] [added: alternative] technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand [removed: internationally,] [added: and manage our global operations,] complete acquisitions on satisfactory terms, integrate acquired companies efficiently and [removed: grow our business through joint ventures;][added: transition to more sustainable sources of energy;]
- the [removed: cost] [added: costs of complying with] and our ability to comply with laws, regulations and customer [removed: demands,] [added: requirements,] including those relating to data [removed: security and] privacy [added: and cybersecurity] issues, as well as fire and safety and environmental standards;
- the impact of [removed: litigation or disputes that may arise in connection with incidents in which we fail to protect our customers’ information or] [added: attacks on] our internal [removed: records or] information technology [removed: (“IT”) systems and] [added: ("IT") systems, including] the impact of such incidents on our reputation and ability to [removed: compete;][added: compete and any litigation or disputes that may arise in connection with such incidents;]
- changes in the political and economic environments in the countries in which [removed: our international subsidiaries] [added: we] operate and changes in the global political [removed: climate, particularly as we consolidate operations and move records and data across borders;][added: climate;]
[removed: ][added: ]
85 New Hampshire Avenue, Suite 150
Portsmouth, New Hampshire
03801
Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
These forward-looking statements concern our current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements.
- the impact of our distribution requirements on our ability to execute our business plan;
- our ability to fund capital expenditures;
- unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;
- failures to implement and manage new IT systems;
One Federal Street, Boston, Massachusetts
02110
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) expectations and assumptions regarding the impact of the COVID-19 (as defined below) pandemic on us and our customers, including on our businesses, financial position, results of operations and cash flows, (2) commitment to future dividend payments, (3) expected change in volume of records stored with us, (4) expected growth in revenue, organic revenue, including 2022 consolidated organic storage rental revenue growth rate and consolidated organic total revenue growth rate, and Adjusted EBITDA (as defined below), (5) expectations that profits will increase in our growth portfolio, including our higher-growth markets, (6) expectations related to our revenue management programs and continuous improvement initiatives, (7) expectations related to monetizing our owned industrial real estate assets as part of our capital recycling program, (8) expected ability to identify and complete acquisitions and drive returns on invested capital, (9) anticipated capital expenditures, (10) expected benefits related to Project Summit (as defined below), and (11) other forward-looking statements related to our business, results of operations and financial condition.
- 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;
- changes in the amount of our capital expenditures;
- changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;
- failures in our adoption of new IT systems;
Item 1B. UNRESOLVED STAFF COMMENTS.
0 rewritten, 0 added, 4 removed, 1 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 20 | | | IRON MOUNTAIN 2021 FORM 10-K | | | | | |
Part I
Item 2. PROPERTIES.
18 rewritten, 73 added, 76 removed, 90 unchanged
As of December 31, [removed: 2021,] [added: 2022,] we conducted operations through [removed: 1,184] [added: 1,143] leased facilities and [removed: 263] [added: 237] owned facilities.
Our facilities are divided among our reportable [removed: operating] segments [added: and Corporate and Other] as follows: Global RIM Business [removed: (1,363),] [added: (1,303),] Global Data Center Business [removed: (17)] [added: (20)] and Corporate and Other [removed: Business (67).][added: (57).]
These facilities contain a total of approximately [removed: 94.6] [added: 96.8] million square feet of space.
| [added: 20] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 21] | | |
| New Mexico | | | | | | [removed: 3] [added: 2] | | | | | | | | | | | | [removed: 151,473] [added: 114,473] | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | [removed: 3] [added: 2] | | | | | | | | | | | | [removed: 151,473] [added: 114,473] | | | | | |
| Vermont | | | | | | [removed: 2] [added: 1] | | | | | | | | | | | | [removed: 55,200] [added: 35,200] | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | [removed: 2] [added: 1] | | | | | | | | | | | | [removed: 55,200] [added: 35,200] | | | | | |
| [removed: 22] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 21] | | |
| Chile | | | | | | [removed: 2] [added: 3] | | | | | | | | | | | | [removed: 6,846] [added: 7,115] | | | | | | | | | | | | 17 | | | | | | | | | | | | 667,790 | | | | | | | | | | | | [removed: 19] [added: 20] | | | | | | | | | | | | [removed: 674,636] [added: 674,905] | | | | | |
| China Mainland (including China - Hong Kong S.A.R., China-Taiwan and China-Macau S.A.R.) | | | | | | [removed: 46] [added: 48] | | | | | | | | | | | | [removed: 1,960,751] [added: 1,970,749] | | | | | | | | | | | | 1 | | | | | | | | | | | | 20,518 | | | | | | | | | | | | [removed: 47] [added: 49] | | | | | | | | | | | | [removed: 1,981,269] [added: 1,991,267] | | | | | |
| Egypt | | | | | | [removed: —] [added: 1] | | | | | | | | | | | | [removed: —] [added: 54,304] | | | | | | | | | | | | 1 | | | | | | | | | | | | 163,611 | | | | | | | | | | | | [removed: 1] [added: 2] | | | | | | | | | | | | [removed: 163,611] [added: 217,915] | | | | | |
| Morocco | | | | | | [removed: 6] [added: 9] | | | | | | | | | | | | [removed: 554,439] [added: 665,554] | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | [removed: 6] [added: 9] | | | | | | | | | | | | [removed: 554,439] [added: 665,554] | | | | | |
| [added: 22] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 23] | | |
Our total building utilization and total racking utilization [removed: by region] as of December 31, [removed: 2021] [added: 2022] in Records Management and Data Management are as follows:
| [removed: REGION] | | | | | | BUILDING UTILIZATION | | | | | | RACKING UTILIZATION | | | | | | BUILDING UTILIZATION | | | | | | RACKING UTILIZATION | | |
(1)Total building utilization and total racking utilization for Records Management includes the utilization for [removed: GDS] [added: Global Digital Solutions] and Consumer Storage.
See Note [removed: 2.i.][added: 2.j.]
The following table sets forth a summary of the lease expirations for leases in place related to our Global Data Center Business, for which we are the lessor, as of December 31, [removed: 2021.][added: 2022.]
| [removed: 24] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 23] | | |
| Alabama | | | | | | 3 | | | | | | | | | | | | 305,168 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 3 | | | | | | | | | | | | 305,168 | | | | | |
| Arizona | | | | | | 7 | | | | | | | | | | | | 458,816 | | | | | | | | | | | | 6 | | | | | | | | | | | | 1,207,281 | | | | | | | | | | | | 13 | | | | | | | | | | | | 1,666,097 | | | | | |
| California | | | | | | 74 | | | | | | | | | | | | 7,038,267 | | | | | | | | | | | | 9 | | | | | | | | | | | | 942,356 | | | | | | | | | | | | 83 | | | | | | | | | | | | 7,980,623 | | | | | |
| Colorado | | | | | | 7 | | | | | | | | | | | | 426,051 | | | | | | | | | | | | 4 | | | | | | | | | | | | 484,490 | | | | | | | | | | | | 11 | | | | | | | | | | | | 910,541 | | | | | |
| Connecticut | | | | | | 5 | | | | | | | | | | | | 312,797 | | | | | | | | | | | | 3 | | | | | | | | | | | | 527,666 | | | | | | | | | | | | 8 | | | | | | | | | | | | 840,463 | | | | | |
| Florida | | | | | | 36 | | | | | | | | | | | | 2,853,687 | | | | | | | | | | | | 1 | | | | | | | | | | | | 119,374 | | | | | | | | | | | | 37 | | | | | | | | | | | | 2,973,061 | | | | | |
| Georgia | | | | | | 12 | | | | | | | | | | | | 940,981 | | | | | | | | | | | | 2 | | | | | | | | | | | | 129,611 | | | | | | | | | | | | 14 | | | | | | | | | | | | 1,070,592 | | | | | |
| Idaho | | | | | | 1 | | | | | | | | | | | | 45,000 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 1 | | | | | | | | | | | | 45,000 | | | | | |
| Illinois | | | | | | 15 | | | | | | | | | | | | 1,332,038 | | | | | | | | | | | | 7 | | | | | | | | | | | | 1,309,975 | | | | | | | | | | | | 22 | | | | | | | | | | | | 2,642,013 | | | | | |
| Iowa | | | | | | 3 | | | | | | | | | | | | 148,902 | | | | | | | | | | | | 1 | | | | | | | | | | | | 14,200 | | | | | | | | | | | | 4 | | | | | | | | | | | | 163,102 | | | | | |
| Kansas | | | | | | 4 | | | | | | | | | | | | 569,161 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 4 | | | | | | | | | | | | 569,161 | | | | | |
| Maryland | | | | | | 21 | | | | | | | | | | | | 2,115,409 | | | | | | | | | | | | 1 | | | | | | | | | | | | 19,001 | | | | | | | | | | | | 22 | | | | | | | | | | | | 2,134,410 | | | | | |
| Massachusetts | | | | | | 9 | | | | | | | | | | | | 636,776 | | | | | | | | | | | | 6 | | | | | | | | | | | | 933,102 | | | | | | | | | | | | 15 | | | | | | | | | | | | 1,569,878 | | | | | |
| Michigan | | | | | | 16 | | | | | | | | | | | | 1,008,556 | | | | | | | | | | | | 1 | | | | | | | | | | | | 39,502 | | | | | | | | | | | | 17 | | | | | | | | | | | | 1,048,058 | | | | | |
| Minnesota | | | | | | 11 | | | | | | | | | | | | 878,128 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 11 | | | | | | | | | | | | 878,128 | | | | | |
| Missouri | | | | | | 13 | | | | | | | | | | | | 1,598,233 | | | | | | | | | | | | 1 | | | | | | | | | | | | 25,120 | | | | | | | | | | | | 14 | | | | | | | | | | | | 1,623,353 | | | | | |
| Nevada | | | | | | 11 | | | | | | | | | | | | 294,248 | | | | | | | | | | | | 1 | | | | | | | | | | | | 107,041 | | | | | | | | | | | | 12 | | | | | | | | | | | | 401,289 | | | | | |
| New Jersey | | | | | | 28 | | | | | | | | | | | | 3,194,278 | | | | | | | | | | | | 8 | | | | | | | | | | | | 2,476,635 | | | | | | | | | | | | 36 | | | | | | | | | | | | 5,670,913 | | | | | |
| New York | | | | | | 19 | | | | | | | | | | | | 1,016,433 | | | | | | | | | | | | 10 | | | | | | | | | | | | 970,800 | | | | | | | | | | | | 29 | | | | | | | | | | | | 1,987,233 | | | | | |
| North Carolina | | | | | | 21 | | | | | | | | | | | | 1,031,135 | | | | | | | | | | | | 1 | | | | | | | | | | | | 97,000 | | | | | | | | | | | | 22 | | | | | | | | | | | | 1,128,135 | | | | | |
| Ohio | | | | | | 12 | | | | | | | | | | | | 1,004,283 | | | | | | | | | | | | 4 | | | | | | | | | | | | 250,291 | | | | | | | | | | | | 16 | | | | | | | | | | | | 1,254,574 | | | | | |
| Oklahoma | | | | | | 4 | | | | | | | | | | | | 196,044 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 4 | | | | | | | | | | | | 196,044 | | | | | |
| Oregon | | | | | | 12 | | | | | | | | | | | | 438,586 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 12 | | | | | | | | | | | | 438,586 | | | | | |
| Pennsylvania | | | | | | 22 | | | | | | | | | | | | 2,258,440 | | | | | | | | | | | | 3 | | | | | | | | | | | | 2,062,761 | | | | | | | | | | | | 25 | | | | | | | | | | | | 4,321,201 | | | | | |
| Texas | | | | | | 36 | | | | | | | | | | | | 2,145,170 | | | | | | | | | | | | 19 | | | | | | | | | | | | 1,838,880 | | | | | | | | | | | | 55 | | | | | | | | | | | | 3,984,050 | | | | | |
| Virginia | | | | | | 17 | | | | | | | | | | | | 1,533,701 | | | | | | | | | | | | 4 | | | | | | | | | | | | 375,791 | | | | | | | | | | | | 21 | | | | | | | | | | | | 1,909,492 | | | | | |
| Washington | | | | | | 9 | | | | | | | | | | | | 820,825 | | | | | | | | | | | | 4 | | | | | | | | | | | | 180,228 | | | | | | | | | | | | 13 | | | | | | | | | | | | 1,001,053 | | | | | |
| Total United States | | | | | | 480 | | | | | | | | | | | | 37,516,488 | | | | | | | | | | | | 115 | | | | | | | | | | | | 15,605,441 | | | | | | | | | | | | 595 | | | | | | | | | | | | 53,121,929 | | | | | |
| Canada | | | | | | 44 | | | | | | | | | | | | 3,036,929 | | | | | | | | | | | | 15 | | | | | | | | | | | | 1,713,060 | | | | | | | | | | | | 59 | | | | | | | | | | | | 4,749,989 | | | | | |
| Total North America | | | | | | 524 | | | | | | | | | | | | 40,553,417 | | | | | | | | | | | | 130 | | | | | | | | | | | | 17,318,501 | | | | | | | | | | | | 654 | | | | | | | | | | | | 57,871,918 | | | | | |
| Australia | | | | | | 41 | | | | | | | | | | | | 2,990,138 | | | | | | | | | | | | 1 | | | | | | | | | | | | 13,885 | | | | | | | | | | | | 42 | | | | | | | | | | | | 3,004,023 | | | | | |
| Austria | | | | | | 3 | | | | | | | | | | | | 65,924 | | | | | | | | | | | | 1 | | | | | | | | | | | | 58,771 | | | | | | | | | | | | 4 | | | | | | | | | | | | 124,695 | | | | | |
| Brazil | | | | | | 38 | | | | | | | | | | | | 2,594,240 | | | | | | | | | | | | 6 | | | | | | | | | | | | 291,280 | | | | | | | | | | | | 44 | | | | | | | | | | | | 2,885,520 | | | | | |
| Colombia | | | | | | 17 | | | | | | | | | | | | 784,395 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 17 | | | | | | | | | | | | 784,395 | | | | | |
| Croatia | | | | | | 1 | | | | | | | | | | | | 26,049 | | | | | | | | | | | | 1 | | | | | | | | | | | | 36,447 | | | | | | | | | | | | 2 | | | | | | | | | | | | 62,496 | | | | | |
| England | | | | | | 66 | | | | | | | | | | | | 4,577,247 | | | | | | | | | | | | 18 | | | | | | | | | | | | 598,009 | | | | | | | | | | | | 84 | | | | | | | | | | | | 5,175,256 | | | | | |
| France | | | | | | 31 | | | | | | | | | | | | 2,126,805 | | | | | | | | | | | | 12 | | | | | | | | | | | | 936,486 | | | | | | | | | | | | 43 | | | | | | | | | | | | 3,063,291 | | | | | |
| Germany | | | | | | 16 | | | | | | | | | | | | 894,412 | | | | | | | | | | | | 3 | | | | | | | | | | | | 308,504 | | | | | | | | | | | | 19 | | | | | | | | | | | | 1,202,916 | | | | | |
| Greece | | | | | | 6 | | | | | | | | | | | | 608,081 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 6 | | | | | | | | | | | | 608,081 | | | | | |
| Hungary | | | | | | 7 | | | | | | | | | | | | 350,898 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 7 | | | | | | | | | | | | 350,898 | | | | | |
| Alabama | | | | | | 3 | | | | | | | | | | | | 312,473 | | | | | | | | | | | | 1 | | | | | | | | | | | | 12,621 | | | | | | | | | | | | 4 | | | | | | | | | | | | 325,094 | | | | | |
| Arizona | | | | | | 8 | | | | | | | | | | | | 496,448 | | | | | | | | | | | | 6 | | | | | | | | | | | | 1,207,281 | | | | | | | | | | | | 14 | | | | | | | | | | | | 1,703,729 | | | | | |
| California | | | | | | 67 | | | | | | | | | | | | 5,908,150 | | | | | | | | | | | | 10 | | | | | | | | | | | | 958,856 | | | | | | | | | | | | 77 | | | | | | | | | | | | 6,867,006 | | | | | |
| Colorado | | | | | | 8 | | | | | | | | | | | | 466,336 | | | | | | | | | | | | 4 | | | | | | | | | | | | 484,490 | | | | | | | | | | | | 12 | | | | | | | | | | | | 950,826 | | | | | |
| Connecticut | | | | | | 6 | | | | | | | | | | | | 309,836 | | | | | | | | | | | | 3 | | | | | | | | | | | | 527,666 | | | | | | | | | | | | 9 | | | | | | | | | | | | 837,502 | | | | | |
| Florida | | | | | | 31 | | | | | | | | | | | | 2,240,035 | | | | | | | | | | | | 5 | | | | | | | | | | | | 263,930 | | | | | | | | | | | | 36 | | | | | | | | | | | | 2,503,965 | | | | | |
| Georgia | | | | | | 9 | | | | | | | | | | | | 798,880 | | | | | | | | | | | | 5 | | | | | | | | | | | | 265,049 | | | | | | | | | | | | 14 | | | | | | | | | | | | 1,063,929 | | | | | |
| Idaho | | | | | | 2 | | | | | | | | | | | | 105,021 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 2 | | | | | | | | | | | | 105,021 | | | | | |
| Illinois | | | | | | 15 | | | | | | | | | | | | 1,213,808 | | | | | | | | | | | | 7 | | | | | | | | | | | | 1,309,975 | | | | | | | | | | | | 22 | | | | | | | | | | | | 2,523,783 | | | | | |
| Iowa | | | | | | 2 | | | | | | | | | | | | 145,138 | | | | | | | | | | | | 1 | | | | | | | | | | | | 14,200 | | | | | | | | | | | | 3 | | | | | | | | | | | | 159,338 | | | | | |
| Kansas | | | | | | 3 | | | | | | | | | | | | 253,919 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 3 | | | | | | | | | | | | 253,919 | | | | | |
| Maryland | | | | | | 20 | | | | | | | | | | | | 2,139,060 | | | | | | | | | | | | 2 | | | | | | | | | | | | 83,442 | | | | | | | | | | | | 22 | | | | | | | | | | | | 2,222,502 | | | | | |
| Massachusetts (including Corporate Headquarters) | | | | | | 8 | | | | | | | | | | | | 545,039 | | | | | | | | | | | | 7 | | | | | | | | | | | | 1,025,167 | | | | | | | | | | | | 15 | | | | | | | | | | | | 1,570,206 | | | | | |
| Michigan | | | | | | 17 | | | | | | | | | | | | 1,068,499 | | | | | | | | | | | | 2 | | | | | | | | | | | | 62,300 | | | | | | | | | | | | 19 | | | | | | | | | | | | 1,130,799 | | | | | |
| Minnesota | | | | | | 12 | | | | | | | | | | | | 908,474 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 12 | | | | | | | | | | | | 908,474 | | | | | |
| Missouri | | | | | | 13 | | | | | | | | | | | | 1,548,828 | | | | | | | | | | | | 1 | | | | | | | | | | | | 25,120 | | | | | | | | | | | | 14 | | | | | | | | | | | | 1,573,948 | | | | | |
| Nevada | | | | | | *7* | | | | | | | | | | | | 276,520 | | | | | | | | | | | | 1 | | | | | | | | | | | | 107,041 | | | | | | | | | | | | 8 | | | | | | | | | | | | 383,561 | | | | | |
| New Jersey | | | | | | 33 | | | | | | | | | | | | 3,074,071 | | | | | | | | | | | | 8 | | | | | | | | | | | | 2,476,635 | | | | | | | | | | | | 41 | | | | | | | | | | | | 5,550,706 | | | | | |
| New York | | | | | | 18 | | | | | | | | | | | | 877,103 | | | | | | | | | | | | 12 | | | | | | | | | | | | 1,166,558 | | | | | | | | | | | | 30 | | | | | | | | | | | | 2,043,661 | | | | | |
| North Carolina | | | | | | 19 | | | | | | | | | | | | 976,504 | | | | | | | | | | | | 3 | | | | | | | | | | | | 150,624 | | | | | | | | | | | | 22 | | | | | | | | | | | | 1,127,128 | | | | | |
| Ohio | | | | | | 14 | | | | | | | | | | | | 1,074,262 | | | | | | | | | | | | 4 | | | | | | | | | | | | 250,291 | | | | | | | | | | | | 18 | | | | | | | | | | | | 1,324,553 | | | | | |
| Oklahoma | | | | | | 5 | | | | | | | | | | | | 228,425 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 5 | | | | | | | | | | | | 228,425 | | | | | |
| Oregon | | | | | | 11 | | | | | | | | | | | | 384,296 | | | | | | | | | | | | 1 | | | | | | | | | | | | 55,621 | | | | | | | | | | | | 12 | | | | | | | | | | | | 439,917 | | | | | |
| Pennsylvania | | | | | | 23 | | | | | | | | | | | | 2,181,786 | | | | | | | | | | | | 3 | | | | | | | | | | | | 2,062,761 | | | | | | | | | | | | 26 | | | | | | | | | | | | 4,244,547 | | | | | |
| Texas | | | | | | 43 | | | | | | | | | | | | 2,349,451 | | | | | | | | | | | | 21 | | | | | | | | | | | | 1,894,453 | | | | | | | | | | | | 64 | | | | | | | | | | | | 4,243,904 | | | | | |
| Virginia | | | | | | 12 | | | | | | | | | | | | 685,369 | | | | | | | | | | | | 7 | | | | | | | | | | | | 795,036 | | | | | | | | | | | | 19 | | | | | | | | | | | | 1,480,405 | | | | | |
| Washington | | | | | | 6 | | | | | | | | | | | | 701,991 | | | | | | | | | | | | 5 | | | | | | | | | | | | 196,028 | | | | | | | | | | | | 11 | | | | | | | | | | | | 898,019 | | | | | |
| Total United States | | | | | | 469 | | | | | | | | | | | | 34,242,097 | | | | | | | | | | | | 138 | | | | | | | | | | | | 16,889,481 | | | | | | | | | | | | 607 | | | | | | | | | | | | 51,131,578 | | | | | |
| Canada | | | | | | 46 | | | | | | | | | | | | 3,081,804 | | | | | | | | | | | | 16 | | | | | | | | | | | | 1,783,258 | | | | | | | | | | | | 62 | | | | | | | | | | | | 4,865,062 | | | | | |
| Total North America | | | | | | 515 | | | | | | | | | | | | 37,323,901 | | | | | | | | | | | | 154 | | | | | | | | | | | | 18,672,739 | | | | | | | | | | | | 669 | | | | | | | | | | | | 55,996,640 | | | | | |
| Armenia | | | | | | 3 | | | | | | | | | | | | 13,712 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 3 | | | | | | | | | | | | 13,712 | | | | | |
| Australia | | | | | | 41 | | | | | | | | | | | | 2,888,639 | | | | | | | | | | | | 2 | | | | | | | | | | | | 33,845 | | | | | | | | | | | | 43 | | | | | | | | | | | | 2,922,484 | | | | | |
| Austria | | | | | | 3 | | | | | | | | | | | | 92,296 | | | | | | | | | | | | 1 | | | | | | | | | | | | 58,771 | | | | | | | | | | | | 4 | | | | | | | | | | | | 151,067 | | | | | |
| Belarus | | | | | | 4 | | | | | | | | | | | | 18,472 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 4 | | | | | | | | | | | | 18,472 | | | | | |
| Brazil | | | | | | 41 | | | | | | | | | | | | 2,813,259 | | | | | | | | | | | | 6 | | | | | | | | | | | | 291,280 | | | | | | | | | | | | 47 | | | | | | | | | | | | 3,104,539 | | | | | |
| Colombia | | | | | | 21 | | | | | | | | | | | | 799,378 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 21 | | | | | | | | | | | | 799,378 | | | | | |
| Croatia | | | | | | 2 | | | | | | | | | | | | 62,786 | | | | | | | | | | | | 1 | | | | | | | | | | | | 36,447 | | | | | | | | | | | | 3 | | | | | | | | | | | | 99,233 | | | | | |
| England | | | | | | 66 | | | | | | | | | | | | 3,551,854 | | | | | | | | | | | | 18 | | | | | | | | | | | | 598,009 | | | | | | | | | | | | 84 | | | | | | | | | | | | 4,149,863 | | | | | |
| France | | | | | | 31 | | | | | | | | | | | | 2,078,227 | | | | | | | | | | | | 12 | | | | | | | | | | | | 936,486 | | | | | | | | | | | | 43 | | | | | | | | | | | | 3,014,713 | | | | | |
| Germany | | | | | | 15 | | | | | | | | | | | | 698,593 | | | | | | | | | | | | 3 | | | | | | | | | | | | 308,504 | | | | | | | | | | | | 18 | | | | | | | | | | | | 1,007,097 | | | | | |
An excerpt. Shown here: all 18 rewritten, 40 of 73 added and 40 of 76 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES. in the FY2022 filing and the FY2021 filing.
Item 4. MINE SAFETY DISCLOSURES.
2 rewritten, 0 added, 0 removed, 4 unchanged
| [added: 24] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 25] | | |
[removed: ][added: ]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
3 rewritten, 0 added, 0 removed, 3 unchanged
The closing price of our common stock on the NYSE on February [removed: 18, 2022] [added: 17, 2023] was [removed: $43.01.][added: $52.60.]
As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 7,117] [added: 3,653] holders of record of our common stock.
We did not sell any unregistered equity securities during the three months ended December 31, [removed: 2021,] [added: 2022,] nor did we repurchase any shares of our common stock during the three months ended December 31, [removed: 2021.][added: 2022.]
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
1 rewritten, 0 added, 0 removed, 4 unchanged
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 58] [added: 59] | | |
Item 9A. CONTROLS AND PROCEDURES.
8 rewritten, 1 added, 1 removed, 38 unchanged
As of December 31, [removed: 2021] [added: 2022] (the [removed: “Evaluation Date”),] [added: "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 on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
| [removed: 59] [added: 60] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | | | |
We have audited the internal control over financial reporting of Iron Mountain Incorporated and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion on those financial statements.
| | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 60] [added: 61] | | |
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
February 23, 2023
February 24, 2022
Item 9B. OTHER INFORMATION.
0 rewritten, 1 added, 29 removed, 0 unchanged
Not Applicable.
*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).
As previously disclosed in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 (the “2020 Quarterly Reports”) and in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), during the first quarter of 2020, we 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 entity designated under Executive Order No. 13382 (the “Entity”) and one Government of Iran entity - both located outside of Iran.
In each case, the customer relationship commenced at a time when U.S. sanctions law did not limit dealings with entities determined to be part of the Government of Iran or designated under Executive Order No. 13382 by non-U.S. entities owned or controlled by U.S. persons.
Each relationship automatically continued from year to year without any affirmative step being taken by either party.
During the second quarter of 2020, the non-U.S. subsidiary in question notified both entities of its decision to terminate those relationships.
We also reported in the 2020 Quarterly Reports and 2020 Annual Report that we had notified the U.S. Department of the Treasury’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 year ended December 31, 2020.
We have been actively cooperating with OFAC in its review of this matter.
As we reported in our 2020 Annual Report, following the year ended December 31, 2020, we submitted a Final Notice of Voluntary Disclosure (“Final VSD”) with OFAC on January 14, 2021.
The Final VSD included a detailed overview of our internal investigation and the remedial measures we have implemented or will be implementing to address the root causes of the potentially violative activity.
The Final VSD findings showed that the potential violations were inadvertent.
We will continue to cooperate fully with OFAC in its ongoing review of this matter.
As we reported in our 2020 Quarterly Reports and our 2020 Annual Report, when the non-U.S. subsidiary terminated its relationship with the Entity during the second quarter of 2020, it also took steps to treat the property held in storage for the Entity as blocked property under regulations administered by OFAC, including by placing blocks and notices on the Entity’s account and instructing relevant employees of the non-U.S. subsidiary.
However, as reported in our Quarterly Report for the quarter ended June 30, 2021, notwithstanding such procedures, through a review process, the Company became aware in the second quarter of 2021 that an employee of the non-U.S. subsidiary authorized the destruction of the Entity’s property.
The Company conducted a review of the matter which resulted in remediation actions including the termination of the employee.
The non-U.S. subsidiary in question did not receive any revenue in connection with this activity and, except for related communications, has not engaged in any other activity with the Entity during the period covered by this report.
Consistent with the disclosure contained in the 2020 Annual Report, we do not intend to continue any activity involving the Entity.
On August 5, 2021, we submitted an Initial Notice of Voluntary Disclosure to OFAC regarding the destruction of the Entity’s property.
We continue to investigate the matter and intend to submit a Final Notice of Voluntary Disclosure to OFAC once the investigation is complete.
We will continue to cooperate fully with OFAC in its review of this matter.
We continue to enhance our internal processes and procedures designed to identify transactions associated with restricted parties, such as introducing a Global International Sanctions and Trade Law Policy and engaging a more comprehensive third-party screening provider.
We are also supplementing our existing compliance training with the launch of global training on sanctions and restricted parties in the first quarter of 2021.
We will continue to review and improve our programs and processes, as necessary or appropriate, to comply with all applicable sanctions laws and to comply with the disclosure requirements of Section 13(r) of the Exchange Act.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 61 | | | IRON MOUNTAIN 2021 FORM 10-K | | | | | |
Part II
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
2 rewritten, 0 added, 0 removed, 4 unchanged
| [added: 62] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 62] | | |
[removed: ][added: ]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
2 rewritten, 2 added, 2 removed, 2 unchanged
| [added: 64] | | | IRON MOUNTAIN 2021 FORM 10-K | | | [removed: 64 | | |]
[removed: ][added: ]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
959 rewritten, 518 added, 317 removed, 1,431 unchanged
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [67](#i1d117440a79147f69db4408bc4f22334_154)] [added: [67](#i377a8d1c128641c6a9a4c5ed0f85b7c3_163)] | | |
| [Consolidated Balance Sheets, December 31, [removed: 202](#i1d117440a79147f69db4408bc4f22334_157)[1](#i1d117440a79147f69db4408bc4f22334_157)] [added: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)] [and [removed: 20](#i1d117440a79147f69db4408bc4f22334_157)20] [added: 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)21] | | | [removed: [69](#i1d117440a79147f69db4408bc4f22334_157)] [added: [70](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)] | | |
| [Consolidated Statements of Operations, Years Ended December 31, [removed: 202](#i1d117440a79147f69db4408bc4f22334_160)[1](#i1d117440a79147f69db4408bc4f22334_160)[, 20](#i1d117440a79147f69db4408bc4f22334_160)[20](#i1d117440a79147f69db4408bc4f22334_160)] [added: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)] [and [removed: 201](#i1d117440a79147f69db4408bc4f22334_160)9] [added: 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)20] | | | [removed: [70](#i1d117440a79147f69db4408bc4f22334_160)] [added: [71](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)] | | |
| [Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, [removed: 202](#i1d117440a79147f69db4408bc4f22334_166)[1](#i1d117440a79147f69db4408bc4f22334_166)[, 20](#i1d117440a79147f69db4408bc4f22334_166)[20](#i1d117440a79147f69db4408bc4f22334_166)] [added: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)] [and [removed: 201](#i1d117440a79147f69db4408bc4f22334_166)9] [added: 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)20] | | | [removed: [71](#i1d117440a79147f69db4408bc4f22334_166)] [added: [72](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)] | | |
| [Consolidated Statements of Equity, Years Ended December 31, [removed: 202](#i1d117440a79147f69db4408bc4f22334_169)[1](#i1d117440a79147f69db4408bc4f22334_169)[, 20](#i1d117440a79147f69db4408bc4f22334_169)[20](#i1d117440a79147f69db4408bc4f22334_169)] [added: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)] [and [removed: 201](#i1d117440a79147f69db4408bc4f22334_169)9] [added: 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)20] | | | [removed: [72](#i1d117440a79147f69db4408bc4f22334_169)] [added: [73](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)] | | |
| [Consolidated Statements of Cash Flows, Years Ended December 31, [removed: 202](#i1d117440a79147f69db4408bc4f22334_172)[1](#i1d117440a79147f69db4408bc4f22334_172)[, 20](#i1d117440a79147f69db4408bc4f22334_172)[20](#i1d117440a79147f69db4408bc4f22334_172)] [added: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)] [and [removed: 201](#i1d117440a79147f69db4408bc4f22334_172)9] [added: 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)20] | | | [removed: [73](#i1d117440a79147f69db4408bc4f22334_172)] [added: [74](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)] | | |
[removed: | [Notes to Consolidated Financial Statements](#i1d117440a79147f69db4408bc4f22334_175) | | | [74](#i1d117440a79147f69db4408bc4f22334_175) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)]
| [Financial Statement Schedule III—Schedule of Real Estate and Accumulated [removed: Depreciation](#i1d117440a79147f69db4408bc4f22334_325)] [added: Depreciation](#i377a8d1c128641c6a9a4c5ed0f85b7c3_337)] | | | [removed: [124](#i1d117440a79147f69db4408bc4f22334_325)] [added: [129](#i377a8d1c128641c6a9a4c5ed0f85b7c3_337)] | | |
| [added: 66] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 66] | | |
We have audited the accompanying consolidated balance sheets of Iron Mountain Incorporated and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.
CRITICAL AUDIT [removed: MATTER][added: MATTER DESCRIPTION]
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
| [removed: 67] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 67] | | |
GOODWILL - GLOBAL DATA CENTER [added: AND ASSET LIFECYCLE MANAGEMENT] REPORTING [removed: UNIT] [added: UNITS] - REFER TO NOTE [removed: 2.K.][added: 2.L.]
The goodwill [removed: balance] [added: balances] allocated to the Global Data Center [added: and Asset Lifecycle Management] reporting [removed: unit was $429] [added: units were $408] million [added: and $617 million, respectively,] as of October 1, [removed: 2021] [added: 2022] (goodwill impairment testing date).
The fair value of [added: both] the Global Data Center [added: and Asset Lifecycle Management] reporting [removed: unit] [added: units] exceeded its [added: respective] carrying value as of the measurement date and, therefore, no impairment was recognized.
The [removed: Global Data Center reporting unit’s] fair value exceeded [removed: its] [added: the] carrying value [added: of the Global Data Center and Asset Lifecycle Management reporting units] by less than [removed: 25%,] [added: 30%,] accordingly, auditing the assumptions used in the goodwill impairment analysis for this reporting unit involved especially subjective judgment.
Our audit procedures related to future revenue growth rates, operating margins and capital expenditures (collectively, the [removed: “Forecast”),] [added: "Projected Cash Flows"),] the selection of discount rates, and Adjusted EBITDA multiples for [removed: the Global Data Center] [added: these] reporting [removed: unit] [added: units] included the following, among others:
- We evaluated the reasonableness of management’s [removed: Forecast] [added: Projected Cash Flows] by comparing it to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases and industry reports of the Company and companies in its peer group.
- With the assistance of our fair value specialists, we evaluated the Adjusted EBITDA multiples, including testing the underlying source information and mathematical accuracy of the calculations and comparing the multiples selected by management to its guideline [removed: companies.][added: companies for the Global Data Center reporting unit.]
- We tested the effectiveness of controls over the evaluation of goodwill for impairment, including those over the [removed: Forecast] [added: Projected Cash Flows] and [added: discount rates and, additionally, for] the [added: Global Data Center reporting unit, the] selection of the Adjusted EBITDA [removed: multiples and discount rates.][added: multiples.]
| [added: 68] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 68] | | |
| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and [removed: cash equivalents |] [added: Cash Equivalents, Beginning of Year] | | [removed: $] | 255,828 | | | | | [removed: $] | 205,063 | | [added: | | | | 193,555 | | |]
| Accounts receivable (less allowances of [removed: $62,009] [added: $54,143] and [removed: $56,981] [added: $62,009] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 961,419] [added: 1,174,915] | | | | | | [removed: 859,344] [added: 961,419] | | |
| Prepaid expenses and other | | | [removed: 224,020] [added: 230,433] | | | | | | [removed: 205,380] [added: 224,020] | | |
| Total Current Assets | | | [removed: 1,441,267] [added: 1,547,145] | | | | | | [removed: 1,269,787] [added: 1,441,267] | | |
| Property, plant and equipment | | | [removed: 8,647,303] [added: 9,025,765] | | | | | | [removed: 8,246,337] [added: 8,647,303] | | |
| Less—Accumulated depreciation | | | [removed: (3,979,159)] [added: (3,910,321)] | | | | | | [removed: (3,743,894)] [added: (3,979,159)] | | |
| Property, Plant and Equipment, net | | | [removed: 4,668,144] [added: 5,115,444] | | | | | | [removed: 4,502,443] [added: 4,668,144] | | |
| Goodwill | | | [removed: 4,463,531] [added: 4,882,734] | | | | | | [removed: 4,557,609] [added: 4,463,531] | | |
| Operating lease right-of-use assets | | | [removed: 2,314,422] [added: 2,583,704] | | | | | | [removed: 2,196,502] [added: 2,314,422] | | |
| Other | | | [removed: 381,624] [added: 588,342] | | | | | | [removed: 295,949] [added: 381,624] | | |
| Total Other Assets, Net | | | [removed: 8,340,620] [added: 9,477,925] | | | | | | [removed: 8,377,037] [added: 8,340,620] | | |
| Total Assets | | | $ | [removed: 14,450,031] [added: 16,140,514] | | | | | $ | [removed: 14,149,267] [added: 14,450,031] | |
| Current portion of long-term debt | | | $ | [removed: 309,428] [added: 87,546] | | | | | $ | [removed: 193,759] [added: 309,428] | |
| Accounts payable | | | [removed: 369,145] [added: 469,198] | | | | | | [removed: 359,863] [added: 369,145] | | |
| [Notes to Consolidated Financial Statements](#i377a8d1c128641c6a9a4c5ed0f85b7c3_184) | | | [75](#i377a8d1c128641c6a9a4c5ed0f85b7c3_184) | | |
CRITICAL AUDIT MATTERS
The Company determined the fair value of the Asset Lifecycle Management reporting unit using the Discounted Cash Flow Model.
ACQUISITIONS - ITRENEW BUSINESS - SUPPLIER RELATIONSHIP INTANGIBLE ASSET-REFER TO NOTE 3 TO THE FINANCIAL STATEMENTS
The Company completed the acquisition of 80% of the ITRenew business for $725 million on January 25, 2022.
The acquisition included a deferred purchase obligation for the Company to acquire the remaining ownership percentage based on achievement of certain performance targets.
The Company determined that the fair value of the deferred purchase obligation was $275 million.
The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a supplier relationship intangible asset of $472 million.
Management estimated the fair value of the supplier relationship intangible asset using the multi-period excess earnings method, which is a specific discounted cash flow method.
The fair value determination of the supplier relationship intangible asset required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rate.
We identified the supplier relationship intangible asset for ITRenew business as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the asset.
This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows and the selection of the discount rate for the supplier relationship intangible asset.
HOW THE CRITICAL AUDIT MATTER WAS ADDRESSED IN THE AUDIT
Our audit procedures related to the forecasts of future cash flows and the selection of the discount rate for the supplier relationship intangible asset included the following, among others:
- We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results and certain external market information.
- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:
◦Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.
◦Developing a range of independent estimates and comparing those to the discount rate selected by management.
- We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.
- We tested the effectiveness of controls over the valuation of the supplier relationship intangible asset, including management’s controls over forecasts of future cash flows and selection of the discount rate.
February 23, 2023
| | | | 2022 | | | | | | 2021 | | |
| Cash and cash equivalents | | | $ | 141,797 | | | | | $ | 255,828 | |
| Customer and supplier relationships and other intangible assets | | | 1,423,145 | | | | | | 1,181,043 | | |
| Basic | | | $ | 1.92 | | | | | $ | 1.56 | | | | | $ | 1.19 | |
| Diluted | | | $ | 1.90 | | | | | $ | 1.55 | | | | | $ | 1.19 | |
| Foreign currency translation adjustment | | | (114,079) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (113,485) | | | | | | (594) | | | | | | | | | 113 | | |
| Net income (loss) | | | 557,343 | | | | | | — | | | | | | — | | | | | | — | | | | | | 556,981 | | | | | | — | | | | | | 362 | | | | | | | | | 4,806 | | |
| Noncontrolling interests equity contributions and related costs | | | (2,494) | | | | | | — | | | | | | — | | | | | | (2,619) | | | | | | — | | | | | | — | | | | | | 125 | | | | | | | | | 29,047 | | |
| Redemption of noncontrolling interests | | | (4,519) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,519) | | | | | | | | | — | | |
| Balance, December 31, 2022 | | | $ | 636,793 | | | | | 290,830,296 | | | | | | $ | 2,908 | | | | | $ | 4,468,035 | | | | | $ | (3,392,272) | | | | | $ | (442,003) | | | | | $ | 125 | | | | | | | | $ | 95,160 | |
| Intangible impairments | | | — | | | | | | — | | | | | | 23,000 | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net | | | (93,268) | | | | | | (172,041) | | | | | | (363,537) | | |
| Loss (gain) on divestments and deconsolidations | | | 105,825 | | | | | | (178,983) | | | | | | — | | |
| Gain associated with the remeasurement of the Deferred Purchase Obligation | | | (93,600) | | | | | | — | | | | | | — | | |
| Gain associated with Clutter Transaction | | | (35,821) | | | | | | — | | | | | | — | | |
| Debt financing and equity contribution from noncontrolling interests | | | 29,172 | | | | | | — | | | | | | — | | |
| Deferred Purchase Obligations | | | $ | 193,033 | | | | | $ | — | | | | | $ | — | |
DECEMBER 31, 2022
February 24, 2022
| Customer relationships, customer inducements and data center lease-based intangibles | | | 1,181,043 | | | | | | 1,326,977 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Income (Loss) from Discontinued Operations, Net of Tax | | | — | | | | | | — | | | | | | 104 | | |
| Net Income (Loss) Attributable to Iron Mountain Incorporated - Diluted | | | $ | 1.55 | | | | | $ | 1.19 | | | | | $ | 0.93 | |
| 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 ASC 842 | | | 5,781 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,781 | | | | | | — | | | | | | — | | | | | | | | | — | | |
| Foreign currency translation adjustment | | | 11,866 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,866 | | | | | | — | | | | | | | | | 128 | | |
| Net income (loss) | | | 266,233 | | | | | | — | | | | | | — | | | | | | — | | | | | | 267,377 | | | | | | — | | | | | | (1,144) | | | | | | | | | 2,082 | | |
| (Income) loss from discontinued operations | | | — | | | | | | — | | | | | | (104) | | |
| Gain on IPM Divestment (as defined in Note 4) | | | (178,983) | | | | | | — | | | | | | — | | |
| Cash Flows from Operating Activities-Discontinued Operations | | | — | | | | | | — | | | | | | — | | |
| Cash Flows from Operating Activities | | | 758,902 | | | | | | 987,657 | | | | | | 966,655 | | |
| Cash Flows from Investing Activities-Discontinued Operations | | | — | | | | | | — | | | | | | 5,061 | | |
| Cash Flows from Investing Activities | | | (473,313) | | | | | | (85,440) | | | | | | (730,885) | | |
| Cash Flows from Financing Activities-Discontinued Operations | | | — | | | | | | — | | | | | | — | | |
| Cash Flows from Financing Activities | | | (220,806) | | | | | | (886,699) | | | | | | (198,973) | | |
| Cash and Cash Equivalents, including Restricted Cash, Beginning of Year | | | 205,063 | | | | | | 193,555 | | | | | | 165,485 | | |
| Accrued Purchase Price and Other Holdbacks | | | $ | — | | | | | $ | — | | | | | $ | 4,135 | |
In March 2020, the World Health Organization declared a novel strain of coronavirus (“COVID-19”) a pandemic.
The broader impacts of the COVID-19 pandemic on our financial position, results of operations and cash flows, including impacts to the estimates we use in the preparation of our financial statements, remain uncertain and difficult to predict as information continues to evolve, and the severity and duration of the pandemic, including new variants of COVID-19 that may emerge, remains unknown, as is our visibility of its effect on the markets we serve and our customers within those markets.
In October 2019, we announced a global program designed to better position us for future growth and achievement of our strategic objectives (“Project Summit”).
A.
B.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("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 financial assets.
The standard eliminates the probable initial recognition of estimated losses and provides a forward-looking expected credit loss model for accounts receivable, loans and other financial instruments.
On January 1, 2020 we adopted ASU 2016-13 on a modified retrospective basis for all financial assets measured at amortized cost.
The adoption of ASU 2016-13 did not result in a material impact on our consolidated financial statements.
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.
| 2019 | | | | | | 43,584 | | | | | | 51,846 | | | | | | 19,389 | | | | | | (71,963) | | | | | | 42,856 | | |
At December 31, 2021 and 2020, we had money market funds with four “Triple A” rated money market funds and time deposits with one global bank.
Our asset retirement obligations at December 31, 2021 and 2020 were $36,493 and $34,537, respectively.
At January 1, 2019, we recognized the cumulative effect of initially applying ASC 842 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 ASC 842.
| 2022 | | | | | | $ | 399,242 | | | | | $ | 5,838 | | | | | $ | 55,115 | |
| 2023 | | | | | | 380,690 | | | | | | 5,208 | | | | | | 50,122 | | |
| 2024 | | | | | | 353,617 | | | | | | 3,631 | | | | | | 41,150 | | |
| 2025 | | | | | | 328,320 | | | | | | 1,504 | | | | | | 38,600 | | |
An excerpt. Shown here: 40 of 959 rewritten, 40 of 518 added and 40 of 317 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY.
37 rewritten, 7 added, 1 removed, 149 unchanged
| [removed: 137] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 141] | | |
| 4.4 | | | | | | [Senior Indenture, dated as of September 9, 2019, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 4.875% Senior Notes due [removed: 2029.](http://www.sec.gov/Archives/edgar/data/1020569/000141057819001154/tv529083_ex4-1.htm%20)(*Incorporated] [added: 2029.](http://www.sec.gov/Archives/edgar/data/1020569/000141057819001154/tv529083_ex4-1.htm%20) (*Incorporated] by reference to the Company's Current Report on Form 8-K dated September 9, 2019.)* | | |
| 4.9 | | | | | | [Senior Indenture, dated as of December 28, 2021, among the Issuer, the Company, the Subsidiary Guarantors named therein and Computershare Trust Company, N.A. as trustee, relating to the [removed: 5.](http://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921153937/tm2136414d1_8k.htm)[00](http://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921153937/tm2136414d1_8k.htm)[%] [added: 5.00%] Senior Notes due 2032.](http://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921153937/tm2136414d1_8k.htm) *(Incorporated by reference to the Company's Current Report on Form 8-K dated December 28, 2021.)* | | |
| [added: 142] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 138] | | |
| 10.12 | | | | | | [First Amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/https//www.sec.gov/Archives/edgar/data/0001020569/000102056921000165/exhibit102-esppamendment.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1020569/000102056921000165/exhibit102-esppamendment.htm)] (#) *(Incorporated by reference to the Company's Current Report on Form 8-K dated May 17, 2021.)* | | |
| 10.13 | | | | | | [Iron Mountain Incorporated 2014 Stock and Cash Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/https//www.sec.gov/Archives/edgar/data/0001020569/000104746914010080/a2222572zdefm14a.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/0001020569/000104746914010080/a2222572zdefm14a.htm)] (#) *(Incorporated by reference to Annex C to the Iron Mountain Incorporated Proxy Statement for the Special Meeting of Stockholders, filed with the SEC on December 23, 2014.)* | | |
| 10.32 | | | | | | [Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 4).](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit1032rsuawardagree.htm) *(#) [removed: (Filed herewith.)*] [added: (Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021.)*] | | |
| [removed: 139] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 143] | | |
| 10.37 | | | | | | [Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 5).](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit1037optionawardag.htm) *(#) [removed: (Filed herewith.)*] [added: (Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021.)*] | | |
| 10.42 | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 5).](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit1042puawardagreem.htm) *(#) [removed: (Filed herewith.)*] [added: (Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021.)*] | | |
| 10.48 | | | | | | [Restated Compensation Plan for Non-Employee [removed: Directors.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit1048non-employeed.htm) [](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit1048non-employeed.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-1048.htm)] (#) *(Filed herewith.)* | | |
| [added: 144] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 140] | | |
| 10.60 | | | | | | [Fifth Amendment, dated as of December 12, 2021, to Credit Agreement, dated as of June 27, 2011, as amended and restated, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the [removed: Company](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm) [party] [added: Company party] thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian [removed: Admin](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm)[i](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm)[strative](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm)[A](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm)[gent,] [added: Administrative Agent,] and JP Morgan Chase Bank, N.A., as Administrative [removed: Agent](https://www.sec.gov/ix?doc=/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_8k.htm) *(Incorporated] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1020569/000110465921150096/tm2135513d1_ex10-1.htm)*(Incorporated] by reference to the Company's Current Report on Form 8-K dated December 16, 2021.)* | | |
| [removed: 10.61] [added: 10.62] | | | | | | [Incremental Term Loan Activation Notice, dated as of March 22, 2018, among Iron Mountain Information Management, LLC and the lenders party thereto.](http://www.sec.gov/Archives/edgar/data/1020569/000110465918020459/a18-9035_1ex10d2.htm) *(Incorporated by reference to the Company’s Current Report on Form 8-K dated March 22, 2018.)* | | |
| 21.1 | | | | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/exhibit211subsidiarylist.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-211.htm)] *(Filed herewith.)* | | |
| 23.1 | | | | | | [Consent of Deloitte & Touche LLP (Iron Mountain Incorporated, [removed: Delaware).](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/irm2021ex-231.htm)] [added: Delaware).](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-231.htm)] *(Filed herewith.)* | | |
| 31.1 | | | | | | [Rule 13a‑14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/irm2021ex-311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-311.htm)] *(Filed herewith.)* | | |
| 31.2 | | | | | | [Rule 13a‑14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/irm2021ex-312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-312.htm)] *(Filed herewith.)* | | |
| 32.1 | | | | | | [Section 1350 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/irm2021ex-321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-321.htm)] *(Furnished herewith.)* | | |
| 32.2 | | | | | | [Section 1350 Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056922000035/irm2021ex-322.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-322.htm)] *(Furnished herewith.)* | | |
| [removed: 141] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 145] | | |
Dated: February [removed: 24, 2022][added: 23, 2023]
| /s/ WILLIAM L. MEANEY | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ BARRY A. HYTINEN | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ DANIEL BORGES | | | | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ JENNIFER M. ALLERTON | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ PAMELA M. ARWAY | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ CLARKE H. BAILEY | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ KENT P. DAUTEN | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ MONTE E. FORD | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ ROBIN L. MATLOCK | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| [added: 146] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [removed: 142] | | |
| /s/ WENDY J. MURDOCK | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ WALTER C. RAKOWICH | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ DOYLE R. SIMONS | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /s/ ALFRED J. VERRECCHIA | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| [removed: 143] | | | IRON MOUNTAIN [removed: 2021] [added: 2022] FORM 10-K | | | [added: 147] | | |
[Table of Con](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
[Table o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[f](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10) [](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[C](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
[Table of Con](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
[Table o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[f](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10) [](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[C](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
| 10.61 | | | | | | [Amendment and Restatement Agreement, dated as of March 18, 2022, to the Credit Agreement dated as of June 27, 2011, as amended and restated as of March 18, 2022, among the Company, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1020569/000110465922035647/tm229698d1_ex10-1.htm) *(Incorporated by reference to the Company's Current Report on Form 8-K dated March 18, 2022.)* | | |
[Table of Con](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
[Table o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[f](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10) [](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[C](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[o](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[e](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[n](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[t](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)[s](#i377a8d1c128641c6a9a4c5ed0f85b7c3_10)
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