Iron Mountain (IRM) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A51 rewritten5 added1 removed322 unchanged
All filing items1,435 rewritten704 added558 removed2,952 unchanged
Summary
counted, not written
- Item 1A lists 37 risk factor headings: 1 new, 2 reworded and 34 unchanged since FY2022. 0 headings from FY2022 no longer appear.
- Sentence by sentence, 704 added, 558 removed, 1,435 rewritten and 2,952 unchanged across 16 items that differ.
- New this year: Item 1C. CYBERSECURITY..
New Item 1A headings (1)
- 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.
Removed Item 1A headings (0)
Every FY2022 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- Our customer contracts may not always limit our liability and may sometimes contain terms that could [added: subject us to significant liability or] lead to disputes in contract interpretation.
- Our use of joint ventures [added: or other co-investment vehicles] could expose us to additional risks and liabilities, including our reliance on joint venture [added: or other co-investment vehicles] partners who may have economic and business interests that are inconsistent with our business
[removed: interests,][added: interests and] our lack of sole decision-making[removed: authority, and disputes between us and our joint venture partners.][added: authority.]
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS.
51 rewritten, 5 added, 1 removed, 322 unchanged
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 9 | | |
While volumes in our Global RIM Business segment were relatively steady in [removed: 2022] [added: 2023] 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.
*We and our customers are subject to laws and governmental regulations relating to data privacy and [removed: cybersecurity] [added: cybersecurity,] and our customers’ demands in this area are increasing.
We 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 global laws and regulations, our customers’ data [removed: privacy] [added: privacy, data residency] and security demands, and to investigate, defend or remedy actual or alleged violations or breaches.
Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our IT and network infrastructure has in the past been and may in the future be vulnerable to attacks by hackers, including state-sponsored organizations with significant financial and technological resources, breaches due to employee error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service, and ransomware), which may involve a [removed: privacy] breach requiring us to notify regulators, clients or employees and enlist identity theft protection.
We [removed: have outsourced,] [added: utilize remote work arrangements] and [removed: expect to continue to outsource,] [added: outsource] certain support services, including cloud storage systems and cloud computing services, to third parties, which has in the past and may in the future subject our IT and other sensitive information to additional risk.
| 10 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
*Our customer contracts may not always limit our liability and may sometimes contain terms that could [added: subject us to significant liability or] lead to disputes in contract interpretation.*
Moreover, as we expand our operations into new businesses, including digital [removed: solutions] [added: solutions, ALM,] and the storage of valuable 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.
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 11 | | |
As of December 31, [removed: 2022,] [added: 2023,] we operated in 60 countries.
- the impact of laws and regulations that apply to us in countries [removed: where] [added: in which] we [removed: operate;] [added: operate or have made investments;] in particular, we are subject to 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 global operations, including [removed: cross border] [added: cross-border] sales;
*Our use of joint ventures [added: or other co-investment vehicles] could expose us to additional risks and liabilities, including our reliance on joint venture [added: or other co-investment vehicles] partners who may have economic and business interests that are inconsistent with our business [removed: interests,] [added: interests and] our lack of sole decision-making [removed: authority, and disputes between us and our joint venture partners.*][added: authority.*]
As part of our growth strategy, particularly in connection with our international and data center expansion, we currently, and may in the future, co-invest with third parties using joint [removed: ventures.][added: ventures or other co-investment vehicles.]
These [removed: joint] ventures can result in our holding non-controlling interests in, or having [removed: shared] responsibility for managing the affairs of, a property or portfolio of properties, business, partnership, joint venture or other entity.
[removed: As a result, in] [added: In] connection with our pursuit or entrance into any such [removed: joint] venture, we may be subject to additional risks, including:
- our ability to sell our interests in the [removed: joint] venture may be limited by the [removed: joint] venture agreement;
- we may not have the right to exercise sole decision-making authority regarding the properties, business, partnership, [removed: joint] venture or other entity;
- 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 [removed: joint] venture terms, to operate the property or business or maintain our qualification for taxation as a REIT.
| 12 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
Service interruptions or significant equipment damage could result in difficulty maintaining [removed: service level] [added: service-level] commitment obligations that we owe to certain of our customers.
While these risks could impact our overall business, they could have a more significant impact on our Global Data Center Business, where we have [removed: service level] [added: service-level] commitment obligations to certain of our customers.
As a result, service interruptions or significant equipment damage at our data centers could result in difficulty maintaining [removed: service level] [added: service-level] commitments to these customers and potential claims related to such failures.
In addition, we may be required to commit significant operational and financial resources in connection with the organic growth of our Global Data Center Business, generally 12 to [removed: 18] [added: 24] months in advance of securing customer contracts, and we may not have enough customer demand to support these data centers when they are built.
Additional or unexpected disruptions to our supply [removed: chain or] [added: chain,] continued inflationary pressures [added: or high interest rates, or changes in customer requirements] could significantly affect the cost or timing of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction.
All [removed: construction related] [added: construction-related] data center projects require us to carefully [removed: select] [added: select, manage,] and rely on the experience of one or more design firms, general contractors, and associated subcontractors during the design and construction [removed: process.][added: process, and to obtain critical government permits and authorizations.]
Should a design firm, general contractor, significant subcontractor, or key supplier experience financial or operational problems during the design or construction [removed: process,] [added: process or] fail to perform [removed: properly] [added: properly,] or [removed: at all,] [added: should] we [added: be unable to obtain, or experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations, we] could experience significant delays, increased costs to complete the project, [added: penalties under customer preleases] and other negative impacts to the expected return on our committed capital.
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 13 | | |
As of December 31, [removed: 2022,] [added: 2023,] we operated approximately 1,400 facilities worldwide, including approximately 600 in the United States, and face special risks attributable to the real estate we own or lease.
- uninsured losses or damage to our [removed: storage] facilities due to an inability to obtain full coverage on a cost-effective basis for some casualties, such as fires, hurricanes and earthquakes, or any coverage for certain losses, such as losses from riots or terrorist activities;
In some [removed: instances] [added: instances,] this prior use involved the operation of underground storage tanks or the presence of asbestos-containing materials.
| 14 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
During the past several [removed: years] [added: years,] we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change.
Our customers rely on us to securely store and timely retrieve their critical information, and, while we maintain disaster recovery and business continuity plans that would be implemented in these situations, these unexpected events could result in customer service disruption, physical damage to one or more key operating facilities and the information stored in those facilities, the [removed: temporary] closure of one or more key operating facilities or the [removed: temporary] disruption of information systems, each of which could negatively impact our reputation and results of operations.
As of December 31, [removed: 2022,] [added: 2023,] our total long-term debt was approximately [removed: $10,650.3] [added: $12,034.6] million, stockholders equity was approximately [removed: $636.7] [added: $211.6] million and we had cash and cash equivalents of approximately [removed: $141.8] [added: $222.8] million.
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 15 | | |
- enter into [removed: partnerships and] [added: partnerships,] joint [removed: ventures.][added: ventures and co-investment vehicles.]
These restrictions and our long-term commitment to [removed: reduce] [added: maintain] our leverage ratio may adversely affect our ability to pursue our acquisition and other growth strategies, including our strategic growth plan.
[removed: *Iron Mountain Incorporated (*"*IMI*"*)] [added: *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.*
Expansion into Digital and ALM services means that our privacy and security risk profile is increasing.
In particular, we are hosting increasing volumes of customer digital data, including sensitive and confidential data, and disposing of customer data-bearing devices.
This may result in increased regulatory exposure, contractual liability and security expectations from customers.
Finally, emerging artificial intelligence ("AI") regulations, increasing use of AI and generative AI tools and their integration into our businesses may require additional resources and create additional compliance and cybersecurity risks.
- we may be liable for the venture's failure to comply with applicable law despite only having a non-controlling interest in the venture;
In addition, the continuation of remote work arrangements following the COVID-19 pandemic has increased and could further increase our cybersecurity risks.
An excerpt. Shown here: 40 of 51 rewritten, all 5 added and all 1 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS. in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
291 rewritten, 160 added, 161 removed, 486 unchanged
Risk Factors" beginning on page [removed: [9](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] [added: [9](#i5efabba03ac740ed96d85f87aa4baf12_22)] of this Annual Report.
| [removed: 26] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 27] | | |
In September 2022, we announced Project Matterhorn, [removed: our] [added: a] global program designed to accelerate the growth of our business.
Project Matterhorn investments [removed: will] focus on transforming our operating model to a global operating model.
Project Matterhorn [removed: will focus] [added: focuses] 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 [removed: will be] [added: are] investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate.
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 [removed: activities,] [added: 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.
[removed: Total] [added: Restructuring and other transformation] costs [removed: related to Project Matterhorn during] [added: for] the [removed: year] [added: years] ended December 31, [added: 2023 and] 2022 were approximately [removed: $41.9] [added: $175.2] million and [removed: are included in Restructuring] [added: $41.9 million, respectively,] and [removed: other transformation in our Consolidated Statement] [added: related to operating expenses associated with the implementation] of [removed: Operations.][added: Project Matterhorn.]
[removed: There were no] [added: The following chart presents (in thousands) total] Restructuring and other transformation costs related to Project Matterhorn [added: from the inception of Project Matterhorn through December 31, 2023 and] for the [removed: year] [added: years] ended December 31, [removed: 2021.][added: 2023 and 2022:]
See [removed: *Acquisitions* within] the [removed: Liquidity] [added: *Investments* section of *Liquidity] and Capital [removed: Resources section below] [added: Resources*] for additional information.
| [added: 28] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 27] | | |
- [removed: We have experienced steady volume] [added: Our organic storage rental revenue growth is primarily driven by revenue management] in our Global RIM Business segment, [removed: with organic storage rental revenue] [added: where we expect volume to be relatively stable in the near term, as well as by] growth [removed: driven] [added: in our Global Data Center Business segment,] primarily [added: driven] by [removed: revenue management.][added: lease commencements.]
We expect organic service revenue growth in [removed: 2023] [added: 2024] to benefit from our new and existing digital [removed: offerings,] [added: offerings and ALM,] as well as our traditional services.
- We expect continued total revenue and Adjusted EBITDA growth in [removed: 2023] [added: 2024] as a result of our focus on new product and service offerings, innovation, customer solutions and market expansion in line with our Project Matterhorn objectives.
Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis) that are typically retained by customers for many years and [added: of] revenues associated with our data center operations.
Service revenues include charges for related service activities, the most significant of which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records, customer termination and permanent withdrawal fees, project revenues and courier [removed: operations,] [added: operations] consisting primarily of the pickup and delivery of records upon customer request; (2) destruction services, consisting primarily of (i) secure shredding of sensitive documents and the subsequent sale of shredded paper for recycling, the price of which can fluctuate from period to 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.
Selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, IT, sales, account management and marketing personnel, as well as expenses related to [removed: communications and data processing,] [added: communications,] travel, professional fees, bad debts, training, office equipment and supplies.
| [removed: 28] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 29] | | |
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the year ended December 31, [removed: 2022] [added: 2023] consists of the following:
[removed: |  | | | | | |  | | |][added: ]
| 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 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 [removed: may result] [added: has resulted] in an increase in selling, general and administrative expenses as a percentage of revenue as our international operations become a larger percentage of our consolidated results. | | | | | |
Amortization relates primarily to customer and supplier relationship intangible assets, [removed: contract fulfillment costs] [added: Contract Costs] and data center lease-based intangible assets.
The constant currency growth rates are calculated by translating the [removed: 2021] [added: 2022] results at the [removed: 2022] [added: 2023] average exchange rates.
| [added: 30] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 29] | | |
| Australian dollar | | | [removed: 2.8] [added: 2.6] | | % | | | | [removed: 3.3] [added: 2.8] | | % | | | | $ | [removed: 0.695] [added: 0.664] | | | | | $ | [removed: 0.751] [added: 0.695] | | | | | [removed: (7.5)] [added: (4.5)] | | % |
| Brazilian real | | | 1.8 | | % | | | | 1.8 | | % | | | | $ | [removed: 0.194] [added: 0.200] | | | | | $ | [removed: 0.186] [added: 0.194] | | | | | [removed: 4.3] [added: 3.1] | | % |
| British pound sterling | | | [removed: 6.5] [added: 7.2] | | % | | | | [removed: 6.6] [added: 6.5] | | % | | | | $ | [removed: 1.237] [added: 1.243] | | | | | $ | [removed: 1.376] [added: 1.237] | | | | | [removed: (10.1)] [added: 0.5] | | % |
| Canadian dollar | | | [removed: 5.3] [added: 5.1] | | % | | | | [removed: 5.6] [added: 5.3] | | % | | | | $ | [removed: 0.769] [added: 0.741] | | | | | $ | [removed: 0.798] [added: 0.769] | | | | | (3.6) | | % |
The percentage of United States dollar-reported revenues for all other foreign currencies was 12.7% [removed: and 14.6%] for [added: both of] the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022.]
| [removed: 30] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 31] | | |
[added: We define] Adjusted EBITDA [removed: is defined] as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
| •Acquisition and Integration Costs (as defined below) •Restructuring and other transformation •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | | | •Other [removed: (income) expense,] [added: expense (income),] net •Stock-based compensation expense | | |
[removed: ][added: ]
Adjusted EBITDA [removed: also] does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues.
Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, net income (loss) or cash flows from operating [removed: activities (as determined in accordance with GAAP).][added: activities.]
| | | | YEAR ENDED DECEMBER 31, | | | | | | | | | [removed: | | |]
| Net Income (Loss) | | | $ | [removed: 562,149] [added: 187,263] | | | | | $ | [removed: 452,725 | | |] [added: 562,149] | |
| Add/(Deduct): | | | | | | | | | | | | [removed: | | |]
| Interest expense, net | | | [removed: 488,014 | | |] [added: 585,932] | | | [removed: 417,961] | | | [added: 488,014] | | |
| Provision (benefit) for income taxes | | | [removed: 69,489 | | |] [added: 39,943] | | | [removed: 176,290] | | | [added: 69,489] | | |
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| From the Inception of Project Matterhorn through December 31, 2023 | | |
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| --- | --- | --- |
| For the Year ended December 31, 2023 | | |

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Amortization relates primarily to customer and supplier relationship intangible assets, Contract Costs (as defined below in *Critical Accounting Estimates*) and data center lease-based intangible assets.
| | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | | | |
| Euro | | | 6.6 | | % | | | | 7.0 | | % | | | | $ | 1.081 | | | | | $ | 1.054 | | | | | 2.6 | | % |
| | | | 2023 | | | | | | 2022 | | |
| | | | | | | | | | | | |
| | | | 2023 | | | | | | 2022 | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2023 | | | | | | 2022 | | |
| Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures | | | 2,226 | | | | | | — | | |
| Add/(Deduct): | | | | | | | | | | | |
The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to obtain or fulfill customer contracts (collectively, "Contract Costs").
Total property, plant and equipment acquired in our 2023 acquisitions was approximately $140.7 million.
| Global Data Center | | | $447,931 | | | | | | 31.2% | | | | | | 9.0% | | | | | | 45.0% | | | | | | 19.7% | | | | | | 4.0% | | |
| ALM | | | 579,054 | | | | | | 37.7% | | | | | | 16.5% | | | | | | 13.6% | | | | | | 1.2% | | | | | | 3.5% | | |
We do not use a Market Approach when determining the fair value of our ALM reporting unit given a lack of directly comparable publicly traded guideline companies to ALM.
The assumptions used also reflect the continued stabilization and improvement in market pricing for IT hardware and component assets from pricing observed as compared to recent history.
We noted that, based on the estimated fair value of all of our reporting units determined as of October 1, 2023:
- a hypothetical increase of 100 basis points in the discount rate, with all other assumptions unchanged, would have decreased the estimated fair value of our reporting units as of October 1, 2023 by a range of approximately 2.7% to 15.4% but would not, however, have resulted in the carrying value of any of our reporting units exceeding their estimated fair value.
| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |
| Revenues | | | $ | 5,480,289 | | | | | $ | 5,103,574 | | | | | $ | 376,715 | | | | | 7.4 | | % |
| Operating Expenses | | | 4,558,511 | | | | | | 4,053,703 | | | | | | 504,808 | | | | | | 12.5 | | % |
| Operating Income | | | 921,778 | | | | | | 1,049,871 | | | | | | (128,093) | | | | | | (12.2) | | % |
| Other Expenses, Net | | | 734,515 | | | | | | 487,722 | | | | | | 246,793 | | | | | | 50.6 | | % |
| Net Income (Loss) | | | 187,263 | | | | | | 562,149 | | | | | | (374,886) | | | | | | (66.7) | | % |
| Adjusted EBITDA(1) | | | $ | 1,961,677 | | | | | $ | 1,827,057 | | | | | $ | 134,620 | | | | | 7.4 | | % |
| Storage Rental | | | $ | 3,370,645 | | | | | $ | 3,034,023 | | | | | $ | 336,622 | | | | | 11.1 | | % | | | | 11.2 | | % | | | | 0.7 | | % | | | | 10.5 | | % |
| Service | | | 2,109,644 | | | | | | 2,069,551 | | | | | | 40,093 | | | | | | 1.9 | | % | | | | 2.2 | | % | | | | 0.6 | | % | | | | 1.6 | | % |
| Total Revenues | | | $ | 5,480,289 | | | | | $ | 5,103,574 | | | | | $ | 376,715 | | | | | 7.4 | | % | | | | 7.6 | | % | | | | 0.7 | | % | | | | 6.9 | | % |
Our organic revenue growth rate includes the impact of acquisitions of customer relationships.
| Labor | | | $ | 891,351 | | | | | $ | 807,220 | | | | | $ | 84,131 | | | | | 10.4 | | % | | | | 10.6 | | % | | | | 16.3 | | % | | | | 15.8 | | % | | | | 0.5 | | % |
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Part II
ACQUISITION OF ITRENEW
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.
PROJECT SUMMIT
In October 2019, we announced Project Summit, our global program designed to better position us for future growth and achievement of our strategic objectives.
As of December 31, 2021, we completed Project Summit.
As a result of the program, we 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 improved annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, of which approximately $50.0 million and $160.0 million were realized in 2022 and 2021, respectively.
The implementation of Project Summit resulted in total restructuring costs of approximately $450.0 million that primarily consisted of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit initiatives; (iii) professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and (iv) system implementation and data conversion costs.
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.
INTELLECTUAL PROPERTY MANAGEMENT BUSINESS DIVESTMENT
On June 7, 2021, we sold our Intellectual Property Management ("IPM") business, which we predominantly operated in the United States, for total gross consideration of approximately $215.4 million (the "IPM Divestment").
As a result of the IPM Divestment, we recorded a gain on sale of approximately $179.0 million to Other (income) expense, net during the year ended December 31, 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 million and $6.8 million of total revenues and total net income, respectively, for the year ended December 31, 2021.
We expect organic storage rental revenue growth to benefit from revenue management and volume to be relatively stable in the near term.
- 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.
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| Euro | | | 7.0 | | % | | | | 7.7 | | % | | | | $ | 1.054 | | | | | $ | 1.183 | | | | | (10.9) | | % |
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Revenue from product sales, the significant majority of which are shred paper and IT asset sales, is recognized at the point in time at which control transfers to the customer, which is generally upon shipment.
From time to time, we make payments to entities that are also customers under a revenue contract.
An excerpt. Shown here: 40 of 291 rewritten, 40 of 160 added and 40 of 161 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
8 rewritten, 0 added, 0 removed, 32 unchanged
The only significant concentrations of liquid investments as of December 31, [removed: 2022] [added: 2023] related to cash and cash equivalents held in money market funds.
As of December 31, [removed: 2022,] [added: 2023,] our cash and cash equivalents balance was [removed: $141.8] [added: $222.8] million.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $2,341.4] [added: $2,459.6] million of variable rate debt outstanding with a weighted average variable interest rate of approximately [removed: 5.8%,] [added: 7.8%,] and [removed: $8,308.9] [added: $9,575.0] million of fixed rate debt outstanding.
As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 78%] [added: 79.6%] 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: 2022] [added: 2023] would have been reduced by approximately [removed: $17.3] [added: $20.7] 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: 2022.][added: 2023.]
| [removed: 58] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 57] | | |
A 10% depreciation in year-end [removed: 2022] [added: 2023] functional currencies, relative to the United States dollar, would result in a reduction in our equity of approximately [removed: $377.4] [added: $422.0] million.
Item 1. BUSINESS.
59 rewritten, 15 added, 12 removed, 169 unchanged
We help organizations around the world protect their information, reduce storage costs, comply with regulations, facilitate corporate disaster [removed: recovery,] [added: recovery] and better use their information and IT infrastructure for business advantages, regardless of its format, location or life cycle stage.
We do this by storing physical records and data backup media, offering information management [removed: solutions,] [added: solutions] and providing data center space for enterprise-class colocation and hyperscale deployments.
We offer comprehensive records and information management services and data management services, along with the expertise and experience to address complex storage and information management challenges such as rising storage rental costs, legal and regulatory [removed: compliance,] [added: compliance] and disaster recovery requirements.
Founded in an underground facility near Hudson, New York in 1951, Iron Mountain Incorporated, a Delaware [removed: corporation,] [added: corporation ("IMI"),] has more than 225,000 customers in a variety of industries in 60 countries around the world, as of December 31, [removed: 2022.][added: 2023.]
We currently serve customers across an array of market verticals - commercial, legal, financial, healthcare, insurance, life sciences, energy, business services, entertainment and government organizations, including [removed: approximately 95%] [added: more than 90%] of the Fortune 1000.
As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 26,000] [added: 27,000] people.
We are listed on the New York Stock Exchange (the "NYSE") and are a constituent of the Standard & Poor’s 500 Index and the [removed: MSCI] [added: Morgan Stanley Capital International ("MSCI")] REIT index.
As of December 31, [removed: 2022,] [added: 2023,] we were number [removed: 652] [added: 641] on the Fortune 1000.
The strategic journey we are on is driving this change and our focus remains on the four pillars outlined below to [added: continue to] grow [added: and evolve] our business.
| Continued [added: revenue] growth in physical storage through revenue management [added: actions] as well as volume growth achieved in faster growing [removed: emerging] markets and [added: our] consumer [removed: and] [added: business, as well as] complementary business [removed: growth in developed markets] [added: growth] | | | •We are establishing and enhancing leadership positions in higher-growth markets such as central and eastern Europe, Latin America, [removed: Asia and Africa, through both organic expansion and acquisitions in countries where GDP growth is faster] [added: Asia, the Middle East] and [removed: outsourcing information management is at an earlier stage.] [added: Africa.] •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 services and our ALM, Entertainment Services, Fine Arts and Consumer Storage (each as defined below) businesses. | | |
| Utilizing our global scale as well as 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: 21] [added: 26] operating data centers across [removed: 19] [added: 21] global markets, either directly or through unconsolidated joint ventures. •As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 92%] [added: 93%] of our data center capacity was leased. With total potential capacity of [removed: 747] [added: 861] megawatts ("MW") in land and buildings currently owned or operated by us, we are among the largest global data center operators. | | |
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 1 | | |
| [removed: Developing] [added: Establishing] and [added: maintaining a leadership position in critical digital infrastructure as well as developing and] offering new products and services that allow our customers to achieve reliable and secure information management solutions in an increasingly hybrid physical and digital world | | | [added: •We are positioned to take advantage of the secular growth trends of the changing nature of digital infrastructure. We continue to scale our digital solutions business to complement our existing offerings in records and information management, in addition to expanding our existing leadership capabilities in our ALM, including enterprise secure IT asset disposition, and data center businesses in order to respond to our customers’ growing interest and need to react to environmental, social and corporate governance considerations. This full suite of complementary businesses puts Iron Mountain in a unique position to cross sell our products and services to our customers.] •Our customers are faced with navigating a more complex regulatory environment, and one in which hybrid physical and digital solutions have become the norm. Our strategy is underpinned by our persistent focus on best-in-class customer experience, as we continue to seek innovative solutions to help our customers progress on their journey from physical storage to a digital ecosystem. | | |
| Increased investment in our growth agenda, our business and customer-centric solutions | | | •We have established an investment strategy to fuel our growth. The investments we outlined in our plan for Project Matterhorn (as defined below) have been [removed: enabled by the success of Project Summit, which was completed in 2021, and] informed by our established leadership position in the physical storage business, our expanding services such as Global Digital Solutions and ALM and our significant progress in the Global Data Center Business. | | |
Project Matterhorn investments [removed: will] focus on transforming our operating model to a global operating model.
Project Matterhorn [removed: will focus] [added: focuses] 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 [removed: customers’] [added: customers'] needs.
We [removed: will be] [added: are] investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate.
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 [removed: activities,] [added: 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 [removed: year] [added: years] ended December 31, [added: 2023 and] 2022 were approximately [added: $175.2 million and] $41.9 [removed: million.][added: million, respectively.]
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: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] are set forth in Note 11 to Notes to Consolidated Financial Statements included in this Annual Report.
*Records Management,* stores physical records and provides [removed: healthcare] information services, vital records services, courier operations, and the collection, handling and disposal of sensitive documents ("Records Management") for customers in 60 countries around the globe.
As of December 31, [removed: 2022,] [added: 2023,] we stored approximately [removed: 730] [added: 731.5] million cubic feet of hardcopy records.
*Consumer Storage,* provides on-demand, valet storage for consumers ("Consumer Storage") [removed: through a strategic partnership that utilizes] [added: utilizing] data analytics and machine learning to provide effective customer acquisition and a convenient and seamless consumer storage experience.
| 2 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
The world’s most heavily regulated organizations have trusted us with their data centers for over 15 years, and as of December 31, [removed: 2022,] [added: 2023,] five of the top 10 global cloud providers were Iron Mountain Data Center customers.
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] 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: $5.1] [added: $5.5] billion in annual revenue in [removed: 2022.] [added: 2023.] Our business has a highly diverse customer base of more than 225,000 customers - with no single customer accounting for more than approximately 1% of revenue during the year ended December 31, [removed: 2022] [added: 2023] - and operates in 60 countries globally. This presents a significant cross-sell opportunity for our expanding solutions, including digital, data center and ALM. [removed: ] [added: ] | | |
| 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 [added: approximately] 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 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: 97] [added: 98] million square feet of real estate worldwide. Our owned real estate footprint spans [removed: nearly] [added: to over] 23 million square 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 Global Data Center, [removed: ALM, Fine Arts, Entertainment Services] [added: ALM] and Consumer Storage, represent markets with strong secular growth. | | |
| 4 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
| Large Data Center Platform with Significant Expansion Opportunity [removed: ] [added: ] | | | As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 192] [added: 250] MW of leasable capacity with an additional [removed: 556] [added: 611] 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: 2022,] [added: 2023,] 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 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 [removed: support and IT.] [added: support.] | | |
| 100% Green Powered Data Centers [removed: ] [added: ] | | | As of December 31, [removed: 2022,] [added: 2023,] our Global Data Center platform continues to match 100% of its consumption with renewable electricity procurement and benefits from low power usage effectiveness ("PUE"). [removed: We are one] [added: As] of [added: October 2023, we are in] the top 30 [removed: buyers] of [removed: renewable energy among] the [removed: Fortune 1000 and] [added: Environmental Protection Agency's National Top 100 Partners list, with green power comprising 94% of our company-wide U.S. electricity use. We] 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, [removed: GRI,] [added: GRI] or other sustainability reporting. | | |
We compete with thousands of storage and information management services providers around the [removed: world] [added: world,] as well as storage and information management services managed and operated internally by organizations.
As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 10,000] [added: 10,500] employees in the United States and approximately [removed: 16,000] [added: 16,500] employees outside of the United States.
As of December 31, [removed: 2022,] [added: 2023,] approximately 400 employees were represented by unions in North America and approximately [removed: 1,200] [added: 725] employees were represented by unions in Latin America.
In addition, ALM also offers workplace IT asset management services including storage, configuration, deployment, device support and end-of-life disposition for employee IT devices.
While Iron Mountain is a culture of learning, collaboration, diversity and well-being, we know that culture overall comes down to what it feels like to work at Iron Mountain.
Our Global DEI Council is made up of the Executive Leadership Team and is chaired by Iron Mountain President and CEO Bill Meaney.
In June 2023, we committed to investing in the growth and wellbeing of our female leaders (Directors and VPs) by funding a comprehensive development program, Women in Leadership ("WiL").
WiL is specifically designed to support women in their career progression and prepare them for critical leadership roles.
We also formally expanded our investment in our Employee Resource Groups ("ERGs") to elevate their impact and reach.
Our ERGs support Iron Mountain’s DEI strategy by fostering a sense of belonging for their colleagues, increasing talent attraction, retention, and development efforts and being supportive partners.
Iron Mountain scored 90% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ+ and placed as a top scorer on the 2023 Disability Equality Index.
We also received the JPMorgan Chase Strategic Diverse Gold Supplier Award for our commitment to supplier diversity, and the contributions of our very own supplier diversity program where we exceeded our target of $70 million in supplier diversity spend during fiscal 2023.
In July 2023, Bill Meaney was named among the best CEOs for diversity in a large company by Comparably, a ZoomInfo Technologies company that collects data on wage equity and company culture.
In addition, Iron Mountain was named among Comparably's 2023 Best Companies for Women and Best Companies for Diversity.
In 2023, Iron Mountain received the Low Carbon Hero Award recognizing our efforts to implement social and technical practices to reduce our carbon footprint.
Also in 2023, Iron Mountain joined EV100 and is committed to electrifying 100% of our company cars and 50% of our vans by 2030.
With operations in 60 countries, Iron Mountain was recognized as the most international committed fleet in the 2023 EV100 Annual Report.
Iron Mountain is committed to transparent reporting on our sustainability efforts and we leverage widely adopted reporting frameworks to report annually on our results.
At Iron Mountain, we believe that an inclusive environment with diverse teams produces more creative solutions, results in better, more innovative products and services and is crucial to our efforts to attract and retain key talent.
As one of our five core company values, *Promoting Inclusion* and *Teamwork* is a behavior all of our employees are expected to demonstrate every day.
Steps we have taken to create and sustain a more diverse, equitable and inclusive environment include: hiring a Global Chief Diversity, Equity & Inclusion Officer with significant DEI experience to lead our cultural transformation, and to lead us on the path to creating an environment of inclusiveness and belonging.
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.
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.
We review and revise our systems, policies and processes to ensure that our organizational structures facilitate inclusiveness and accountability.
We ensure that our recruiting efforts reflect our diversity goals and we launch, expand and support Employee Resource Groups, who meet and connect on shared characteristics and life experiences that can prove impactful to our business, our customers and our employees.
We are ranked 44th on Newsweek’s 2023 list of America’s Most Responsible Companies, and are ranked 4th within our industry.
We have received a 100% score on the Human Rights Campaign Corporate Equality Index every year since 2018.
Iron Mountain is committed to transparent reporting on sustainability and corporate responsibility efforts in accordance with the guidelines of the Global Reporting Initiative.
An excerpt. Shown here: 40 of 59 rewritten, all 15 added and all 12 removed. The counts are complete. For every sentence, read Item 1. BUSINESS. in the FY2023 filing and the FY2022 filing.
Cover and table of contents
31 rewritten, 4 added, 1 removed, 91 unchanged
| For the Fiscal Year Ended December 31, [removed: 2022] [added: 2023] | | | | | |
[removed: ][added: ]
As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant was approximately [removed: $13.9] [added: $16.1] 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: 17, 2023: 290,896,121][added: 16, 2024: 292,275,668]
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: 2023] [added: 2024] 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: 2022.][added: 2023.]
[removed: ][added: ]
[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT
| PART I | | | [removed: 0[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_19)] [added: 0[1](#i5efabba03ac740ed96d85f87aa4baf12_19)] | | | ITEM 1. | | | [removed: [BUSINESS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_19)] [added: [BUSINESS](#i5efabba03ac740ed96d85f87aa4baf12_19)] | | |
| [removed: 0[9](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] [added: 0[9](#i5efabba03ac740ed96d85f87aa4baf12_22)] | | | ITEM 1A. | | | [RISK [removed: FACTORS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_22)] [added: FACTORS](#i5efabba03ac740ed96d85f87aa4baf12_22)] | | | | | |
| [removed: [20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_25)] [added: [20](#i5efabba03ac740ed96d85f87aa4baf12_25)] | | | ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_25)] [added: COMMENTS](#i5efabba03ac740ed96d85f87aa4baf12_25)] | | | | | |
| [removed: [20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_28)] [added: [21](#i5efabba03ac740ed96d85f87aa4baf12_3110)] | | | ITEM 2. | | | [removed: [PROPERTIES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_28)] [added: [PROPERTIES](#i5efabba03ac740ed96d85f87aa4baf12_28)] | | | | | |
| [removed: [24](#i377a8d1c128641c6a9a4c5ed0f85b7c3_31)] [added: [25](#i5efabba03ac740ed96d85f87aa4baf12_31)] | | | ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_31)] [added: PROCEEDINGS](#i5efabba03ac740ed96d85f87aa4baf12_31)] | | | | | |
| [removed: [24](#i377a8d1c128641c6a9a4c5ed0f85b7c3_34)] [added: [25](#i5efabba03ac740ed96d85f87aa4baf12_34)] | | | ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_34)] [added: DISCLOSURES](#i5efabba03ac740ed96d85f87aa4baf12_34)] | | | | | |
| PART II | | | [removed: [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_43)] [added: [27](#i5efabba03ac740ed96d85f87aa4baf12_43)] | | | ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_43)] [added: SECURITIES](#i5efabba03ac740ed96d85f87aa4baf12_43)] | | |
| [removed: [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_52)] [added: [27](#i5efabba03ac740ed96d85f87aa4baf12_52)] | | | ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_52)] [added: OPERATIONS](#i5efabba03ac740ed96d85f87aa4baf12_52)] | | | | | |
| [removed: [58](#i377a8d1c128641c6a9a4c5ed0f85b7c3_109)] [added: [57](#i5efabba03ac740ed96d85f87aa4baf12_109)] | | | ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i377a8d1c128641c6a9a4c5ed0f85b7c3_109)] [added: RISK](#i5efabba03ac740ed96d85f87aa4baf12_109)] | | | | | |
| [removed: [59](#i377a8d1c128641c6a9a4c5ed0f85b7c3_112)] [added: [58](#i5efabba03ac740ed96d85f87aa4baf12_112)] | | | ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i377a8d1c128641c6a9a4c5ed0f85b7c3_112)] [added: DATA](#i5efabba03ac740ed96d85f87aa4baf12_112)] | | | | | |
| [removed: [59](#i377a8d1c128641c6a9a4c5ed0f85b7c3_115)] [added: [58](#i5efabba03ac740ed96d85f87aa4baf12_115)] | | | ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_115)] [added: DISCLOSURE](#i5efabba03ac740ed96d85f87aa4baf12_115)] | | | | | |
| [removed: [60](#i377a8d1c128641c6a9a4c5ed0f85b7c3_118)] [added: [59](#i5efabba03ac740ed96d85f87aa4baf12_118)] | | | ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_118)] [added: PROCEDURES](#i5efabba03ac740ed96d85f87aa4baf12_118)] | | | | | |
| [removed: [62](#i377a8d1c128641c6a9a4c5ed0f85b7c3_124)] [added: [61](#i5efabba03ac740ed96d85f87aa4baf12_124)] | | | ITEM 9B. | | | [OTHER [removed: INFORMATION](#i377a8d1c128641c6a9a4c5ed0f85b7c3_124)] [added: INFORMATION](#i5efabba03ac740ed96d85f87aa4baf12_124)] | | | | | |
| [removed: [62](#i377a8d1c128641c6a9a4c5ed0f85b7c3_130)] [added: [61](#i5efabba03ac740ed96d85f87aa4baf12_130)] | | | ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_130)] [added: INSPECTIONS](#i5efabba03ac740ed96d85f87aa4baf12_130)] | | | | | |
| PART III | | | [removed: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_139)] [added: [63](#i5efabba03ac740ed96d85f87aa4baf12_139)] | | | ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_139)] [added: GOVERNANCE](#i5efabba03ac740ed96d85f87aa4baf12_139)] | | |
| [removed: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_142)] [added: [63](#i5efabba03ac740ed96d85f87aa4baf12_142)] | | | ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i377a8d1c128641c6a9a4c5ed0f85b7c3_142)] [added: COMPENSATION](#i5efabba03ac740ed96d85f87aa4baf12_142)] | | | | | |
| [removed: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_145)] [added: [63](#i5efabba03ac740ed96d85f87aa4baf12_145)] | | | ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i377a8d1c128641c6a9a4c5ed0f85b7c3_145)] [added: MATTERS](#i5efabba03ac740ed96d85f87aa4baf12_145)] | | | | | |
| [removed: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_148)] [added: [63](#i5efabba03ac740ed96d85f87aa4baf12_148)] | | | ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i377a8d1c128641c6a9a4c5ed0f85b7c3_148)] [added: INDEPENDENCE](#i5efabba03ac740ed96d85f87aa4baf12_148)] | | | | | |
| [removed: [64](#i377a8d1c128641c6a9a4c5ed0f85b7c3_151)] [added: [63](#i5efabba03ac740ed96d85f87aa4baf12_151)] | | | ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_151)] [added: SERVICES](#i5efabba03ac740ed96d85f87aa4baf12_151)] | | | | | |
| PART IV | | | [removed: [66](#i377a8d1c128641c6a9a4c5ed0f85b7c3_160)] [added: [65](#i5efabba03ac740ed96d85f87aa4baf12_160)] | | | ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i377a8d1c128641c6a9a4c5ed0f85b7c3_160)] [added: SCHEDULES](#i5efabba03ac740ed96d85f87aa4baf12_160)] | | |
| [removed: [141](#i377a8d1c128641c6a9a4c5ed0f85b7c3_343)] [added: [139](#i5efabba03ac740ed96d85f87aa4baf12_343)] | | | ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i377a8d1c128641c6a9a4c5ed0f85b7c3_343)] [added: SUMMARY](#i5efabba03ac740ed96d85f87aa4baf12_343)] | | | | | |
References in this Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] (this "Annual Report") to "the Company", "Iron Mountain", "we", "us" or "our" include Iron Mountain Incorporated, a Delaware corporation, and its predecessor, as applicable, and its consolidated subsidiaries, unless the context indicates otherwise.
- our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint [removed: ventures),] [added: ventures or other co-investment vehicles),] incorporate alternative technologies [added: (including artificial intelligence ("AI"))] into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand and manage our global operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;
[removed: ][added: ]
| [20](#i5efabba03ac740ed96d85f87aa4baf12_28) | | | ITEM 1C. | | | [CYBERSECURITY](#i5efabba03ac740ed96d85f87aa4baf12_28) | | | | | |
| [27](#i5efabba03ac740ed96d85f87aa4baf12_46) | | | ITEM 6. | | | [\[RESERVED](#i5efabba03ac740ed96d85f87aa4baf12_46)[\]](#i5efabba03ac740ed96d85f87aa4baf12_46) | | | | | |
ii
iii
| [26](#i377a8d1c128641c6a9a4c5ed0f85b7c3_46) | | | ITEM 6. | | | [\[RESERVED.\]](#i377a8d1c128641c6a9a4c5ed0f85b7c3_46) | | | | | |
Item 1C. CYBERSECURITY.
0 rewritten, 47 added, 0 removed, 0 unchanged
New section this year
RISK MANAGEMENT AND STRATEGY
We maintain a robust information security program that is designed to protect our information and the information of our customers.
Our information security program is based on a recognized cybersecurity framework established by the National Institute of Standards and Technology (“NIST”) and establishes controls to mitigate critical areas of cybersecurity risk.
Our information security program has adopted all elements of the NIST cybersecurity framework, including the six functions of identify, protect, detect, respond, recover and govern, as well as each of the categories and control groups thereunder.
This does not imply that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST framework as a guide to ensure our information security program is designed to manage cybersecurity risks relevant to our business.
Among other things, the cybersecurity controls in our information security program address information access rights, incident monitoring and response processes, information technology system configuration, network security, security architecture planning, mobile device security and compliance with information security policy requirements and protocols.
These cybersecurity controls are designed to oversee, identify and mitigate risks from all cybersecurity threats, including those arising from our use of third-party service providers.
Our cybersecurity controls are evaluated regularly by our internal information security team and we engage a third party examiner to assess the maturity of our information security program against the NIST cybersecurity framework no less frequently than bi-annually.
Additionally, our information security program is assessed periodically by a federal regulator in the United States as part of its routine audit of the Company.
In addition to our internal assessments, we also assess our third-party service providers on a regular basis using a risk-based approach that assigns a risk calculation to each such service provider.
Results of our assessments are tracked and evaluated to ensure these third parties comply with our cybersecurity standards.
Our reputation for providing secure information storage to customers is critical to the success of our business, and protecting against material cyber risks is an integral part of maintaining that reputation.
A successful cybersecurity breach could lead to theft or misuse of our or our customers’ proprietary or confidential information or our employees’ personal information and result in third-party claims against us, regulatory penalties and reputational harm.
As part of our information security program, we also actively monitor emerging cyber attack patterns to develop custom detection capabilities and mitigation techniques to protect against material risk of cybersecurity threats.
Upon encountering a cybersecurity incident, our information security team responds using our detailed cyber security incident response plan (“CSIRP”), which is based on industry best practices, relevant legal requirements and our contractual commitments.
Among other things, the CSIRP sets forth the specific criteria used to assess a cybersecurity incident, mitigate risks of adverse consequences associated with any such incident, protocols to escalate the management of the incident and the process to inform our executive management team and any impacted functions of our business.
All cybersecurity incidents are assessed to determine whether disclosure is required pursuant to any contractual or regulatory requirements and any material cybersecurity incident is also reported to our board of directors (our “Board”).
To date, our information security program has been successful in protecting against risks from cybersecurity threats, and we have not had any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 20 | | | IRON MOUNTAIN 2023 FORM 10-K | | | | | |
Part I
Our risk management organization, which is led by our Chief Risk Officer, manages our information security program along with enterprise risk management, business continuity, internal audit and physical security.
Our risk management team routinely reports on cybersecurity matters to our executive management team and our Board.
Our Chief Information Security Officer, who reports directly to our Chief Risk Officer, leads a dedicated information security team that manages our information security program.
The information security team is made primarily of full-time employees; however, we routinely engage consultants to provide supplemental labor and additional expertise in specific areas on an as-needed basis.
Our information security team is organized based on industry best practices in alignment with NIST recommendations.
All of the leaders in our information security team have over 10 years of cybersecurity experience and most of our information security staff maintain cybersecurity program certifications such as CMU Cybersecurity Executive Certification, ISACA Certifications (CISSP & CISM) and other relevant vendor certifications.
Our information security team also regularly undergoes continuing education to ensure our implementation of best-in-class techniques.
GOVERNANCE
Our Board reviews and discusses significant risks with executive management, including cybersecurity risk, that affect us.
Although our executive management team and our Board work together on risk matters, our Board has the ultimate oversight authority over all enterprise risks, including cybersecurity risk.
Our Board reserves the right to, and periodically does consult with third-party advisors and experts to assist our Board in understanding and anticipating future cybersecurity threats and trends.
The risk and safety committee of our Board (the “RSC”) is specifically tasked with reviewing and monitoring cybersecurity and information security risk, as well as the risk management strategies, systems and policies and processes implemented, established and reported on by our executive management team.
The RSC is also primarily responsible for assisting our Board with oversight of our enterprise risk management program.
As part of the risk management team, our Chief Information Security Officer reports key performance indicators of our information security program to the RSC at least three times a year to facilitate the committee’s oversight of the effectiveness of the program through objective measurements, including metrics regarding software patching, IT asset management, cyber incident management and cybersecurity training.
Reports by our Chief Information Security Officer also include detailed information on the activities of our cyber incident response team to allow for analysis of trends and the identification of any control gaps that require remediation.
Our executive management team, with oversight from our Board, is responsible for our enterprise risk management process and the day-to-day supervision and mitigation of enterprise risks, including cybersecurity risk.
Our enterprise risk management program includes our executive management team receiving regular reports from our operations personnel.
Our executive management team has established an enterprise risk committee (the "ERC"), which is chaired by our Chief Risk Officer and is otherwise comprised of each of our other executive vice presidents.
An excerpt. Shown here: all 0 rewritten, 40 of 47 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY. in the FY2023 filing.
Item 2. PROPERTIES.
13 rewritten, 73 added, 73 removed, 95 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we conducted operations through [removed: 1,143] [added: 1,145] leased facilities and [removed: 237] [added: 232] owned facilities.
Our facilities are divided among our reportable segments and Corporate and Other as follows: Global RIM Business [removed: (1,303),] [added: (1,287),] Global Data Center Business [removed: (20)] [added: (30)] and Corporate and Other [removed: (57).][added: (60).]
These facilities contain a total of approximately [removed: 96.8] [added: 98.0] million square feet of space.
| [removed: 20] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 21] | | |
| Indiana | | | | | | [removed: 6] [added: 5] | | | | | | | | | | | | [removed: 344,516] [added: 328,516] | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | [removed: 6] [added: 5] | | | | | | | | | | | | [removed: 344,516] [added: 328,516] | | | | | |
| New Hampshire | | | | | | [removed: —] [added: 1] | | | | | | | | | | | | [removed: —] [added: 2,188] | | | | | | | | | | | | 1 | | | | | | | | | | | | 146,467 | | | | | | | | | | | | [removed: 1] [added: 2] | | | | | | | | | | | | [removed: 146,467] [added: 148,655] | | | | | |
| [added: 22] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 21] | | |
| China Mainland (including China - Hong Kong S.A.R., China-Taiwan and China-Macau S.A.R.) | | | | | | [removed: 48] [added: 53] | | | | | | | | | | | | [removed: 1,970,749] [added: 2,044,506] | | | | | | | | | | | | 1 | | | | | | | | | | | | [removed: 20,518] [added: 20,721] | | | | | | | | | | | | [removed: 49] [added: 54] | | | | | | | | | | | | [removed: 1,991,267] [added: 2,065,227] | | | | | |
| Hungary | | | | | | 7 | | | | | | | | | | | | [removed: 350,898] [added: 350,590] | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 7 | | | | | | | | | | | | [removed: 350,898] [added: 350,590] | | | | | |
| [removed: 22] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 23] | | |
Our total building utilization and total racking utilization as of December 31, [removed: 2022] [added: 2023] in Records Management and Data Management are as follows:
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: 2022.][added: 2023.]
| [added: 24] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 23] | | |
| Arizona | | | | | | 7 | | | | | | | | | | | | 436,657 | | | | | | | | | | | | 6 | | | | | | | | | | | | 1,207,281 | | | | | | | | | | | | 13 | | | | | | | | | | | | 1,643,938 | | | | | |
| California | | | | | | 76 | | | | | | | | | | | | 7,339,160 | | | | | | | | | | | | 9 | | | | | | | | | | | | 942,356 | | | | | | | | | | | | 85 | | | | | | | | | | | | 8,281,516 | | | | | |
| Colorado | | | | | | 5 | | | | | | | | | | | | 274,461 | | | | | | | | | | | | 4 | | | | | | | | | | | | 484,490 | | | | | | | | | | | | 9 | | | | | | | | | | | | 758,951 | | | | | |
| Delaware | | | | | | 2 | | | | | | | | | | | | 197,840 | | | | | | | | | | | | 2 | | | | | | | | | | | | 162,721 | | | | | | | | | | | | 4 | | | | | | | | | | | | 360,561 | | | | | |
| Florida | | | | | | 34 | | | | | | | | | | | | 2,814,690 | | | | | | | | | | | | 1 | | | | | | | | | | | | 119,374 | | | | | | | | | | | | 35 | | | | | | | | | | | | 2,934,064 | | | | | |
| Illinois | | | | | | 13 | | | | | | | | | | | | 1,210,705 | | | | | | | | | | | | 7 | | | | | | | | | | | | 1,309,975 | | | | | | | | | | | | 20 | | | | | | | | | | | | 2,520,680 | | | | | |
| Iowa | | | | | | 2 | | | | | | | | | | | | 145,138 | | | | | | | | | | | | 1 | | | | | | | | | | | | 14,200 | | | | | | | | | | | | 3 | | | | | | | | | | | | 159,338 | | | | | |
| Maryland | | | | | | 19 | | | | | | | | | | | | 1,996,017 | | | | | | | | | | | | 1 | | | | | | | | | | | | 19,001 | | | | | | | | | | | | 20 | | | | | | | | | | | | 2,015,018 | | | | | |
| Massachusetts | | | | | | 10 | | | | | | | | | | | | 572,979 | | | | | | | | | | | | 6 | | | | | | | | | | | | 933,102 | | | | | | | | | | | | 16 | | | | | | | | | | | | 1,506,081 | | | | | |
| Michigan | | | | | | 15 | | | | | | | | | | | | 953,486 | | | | | | | | | | | | 1 | | | | | | | | | | | | 39,502 | | | | | | | | | | | | 16 | | | | | | | | | | | | 992,988 | | | | | |
| Minnesota | | | | | | 9 | | | | | | | | | | | | 788,916 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 9 | | | | | | | | | | | | 788,916 | | | | | |
| Nevada | | | | | | 9 | | | | | | | | | | | | 227,840 | | | | | | | | | | | | 1 | | | | | | | | | | | | 107,041 | | | | | | | | | | | | 10 | | | | | | | | | | | | 334,881 | | | | | |
| New Jersey | | | | | | 30 | | | | | | | | | | | | 3,510,808 | | | | | | | | | | | | 8 | | | | | | | | | | | | 2,476,635 | | | | | | | | | | | | 38 | | | | | | | | | | | | 5,987,443 | | | | | |
| New York | | | | | | 20 | | | | | | | | | | | | 1,066,410 | | | | | | | | | | | | 10 | | | | | | | | | | | | 970,800 | | | | | | | | | | | | 30 | | | | | | | | | | | | 2,037,210 | | | | | |
| North Carolina | | | | | | 20 | | | | | | | | | | | | 958,889 | | | | | | | | | | | | 1 | | | | | | | | | | | | 97,000 | | | | | | | | | | | | 21 | | | | | | | | | | | | 1,055,889 | | | | | |
| Ohio | | | | | | 12 | | | | | | | | | | | | 893,853 | | | | | | | | | | | | 3 | | | | | | | | | | | | 242,087 | | | | | | | | | | | | 15 | | | | | | | | | | | | 1,135,940 | | | | | |
| Pennsylvania | | | | | | 21 | | | | | | | | | | | | 2,629,959 | | | | | | | | | | | | 3 | | | | | | | | | | | | 2,062,761 | | | | | | | | | | | | 24 | | | | | | | | | | | | 4,692,720 | | | | | |
| Puerto Rico | | | | | | 4 | | | | | | | | | | | | 223,089 | | | | | | | | | | | | 1 | | | | | | | | | | | | 54,352 | | | | | | | | | | | | 5 | | | | | | | | | | | | 277,441 | | | | | |
| Rhode Island | | | | | | 1 | | | | | | | | | | | | 94,968 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 1 | | | | | | | | | | | | 94,968 | | | | | |
| South Carolina | | | | | | 4 | | | | | | | | | | | | 168,636 | | | | | | | | | | | | 2 | | | | | | | | | | | | 214,238 | | | | | | | | | | | | 6 | | | | | | | | | | | | 382,874 | | | | | |
| Texas | | | | | | 39 | | | | | | | | | | | | 2,654,205 | | | | | | | | | | | | 19 | | | | | | | | | | | | 1,838,880 | | | | | | | | | | | | 58 | | | | | | | | | | | | 4,493,085 | | | | | |
| Virginia | | | | | | 16 | | | | | | | | | | | | 1,346,372 | | | | | | | | | | | | 4 | | | | | | | | | | | | 375,791 | | | | | | | | | | | | 20 | | | | | | | | | | | | 1,722,163 | | | | | |
| Washington | | | | | | 8 | | | | | | | | | | | | 716,411 | | | | | | | | | | | | 4 | | | | | | | | | | | | 180,228 | | | | | | | | | | | | 12 | | | | | | | | | | | | 896,639 | | | | | |
| Total United States | | | | | | 469 | | | | | | | | | | | | 37,720,243 | | | | | | | | | | | | 114 | | | | | | | | | | | | 15,626,289 | | | | | | | | | | | | 583 | | | | | | | | | | | | 53,346,532 | | | | | |
| Canada | | | | | | 40 | | | | | | | | | | | | 2,846,203 | | | | | | | | | | | | 15 | | | | | | | | | | | | 1,713,060 | | | | | | | | | | | | 55 | | | | | | | | | | | | 4,559,263 | | | | | |
| Total North America | | | | | | 509 | | | | | | | | | | | | 40,566,446 | | | | | | | | | | | | 129 | | | | | | | | | | | | 17,339,349 | | | | | | | | | | | | 638 | | | | | | | | | | | | 57,905,795 | | | | | |
| Australia | | | | | | 41 | | | | | | | | | | | | 3,010,051 | | | | | | | | | | | | 1 | | | | | | | | | | | | 13,885 | | | | | | | | | | | | 42 | | | | | | | | | | | | 3,023,936 | | | | | |
| Austria | | | | | | 1 | | | | | | | | | | | | 2,691 | | | | | | | | | | | | 1 | | | | | | | | | | | | 58,771 | | | | | | | | | | | | 2 | | | | | | | | | | | | 61,462 | | | | | |
| Belgium | | | | | | 4 | | | | | | | | | | | | 234,635 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 4 | | | | | | | | | | | | 234,635 | | | | | |
| Brazil | | | | | | 38 | | | | | | | | | | | | 2,699,755 | | | | | | | | | | | | 6 | | | | | | | | | | | | 291,280 | | | | | | | | | | | | 44 | | | | | | | | | | | | 2,991,035 | | | | | |
| Chile | | | | | | 2 | | | | | | | | | | | | 3,692 | | | | | | | | | | | | 17 | | | | | | | | | | | | 667,790 | | | | | | | | | | | | 19 | | | | | | | | | | | | 671,482 | | | | | |
| Colombia | | | | | | 18 | | | | | | | | | | | | 783,980 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 18 | | | | | | | | | | | | 783,980 | | | | | |
| Czech Republic | | | | | | 7 | | | | | | | | | | | | 138,788 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 7 | | | | | | | | | | | | 138,788 | | | | | |
| Egypt | | | | | | 3 | | | | | | | | | | | | 113,506 | | | | | | | | | | | | 1 | | | | | | | | | | | | 163,611 | | | | | | | | | | | | 4 | | | | | | | | | | | | 277,117 | | | | | |
| England | | | | | | 68 | | | | | | | | | | | | 5,128,168 | | | | | | | | | | | | 18 | | | | | | | | | | | | 598,009 | | | | | | | | | | | | 86 | | | | | | | | | | | | 5,726,177 | | | | | |
| Finland | | | | | | 4 | | | | | | | | | | | | 96,956 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 4 | | | | | | | | | | | | 96,956 | | | | | |
| France | | | | | | 27 | | | | | | | | | | | | 2,094,071 | | | | | | | | | | | | 12 | | | | | | | | | | | | 936,486 | | | | | | | | | | | | 39 | | | | | | | | | | | | 3,030,557 | | | | | |
| Germany | | | | | | 17 | | | | | | | | | | | | 852,231 | | | | | | | | | | | | 3 | | | | | | | | | | | | 308,504 | | | | | | | | | | | | 20 | | | | | | | | | | | | 1,160,735 | | | | | |
| Greece | | | | | | 9 | | | | | | | | | | | | 771,863 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 9 | | | | | | | | | | | | 771,863 | | | | | |
| India | | | | | | 81 | | | | | | | | | | | | 3,702,063 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 81 | | | | | | | | | | | | 3,702,063 | | | | | |
| 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 | | | | | |
| Delaware | | | | | | 3 | | | | | | | | | | | | 239,640 | | | | | | | | | | | | 1 | | | | | | | | | | | | 120,921 | | | | | | | | | | | | 4 | | | | | | | | | | | | 360,561 | | | | | |
| Florida | | | | | | 36 | | | | | | | | | | | | 2,853,687 | | | | | | | | | | | | 1 | | | | | | | | | | | | 119,374 | | | | | | | | | | | | 37 | | | | | | | | | | | | 2,973,061 | | | | | |
| Illinois | | | | | | 15 | | | | | | | | | | | | 1,332,038 | | | | | | | | | | | | 7 | | | | | | | | | | | | 1,309,975 | | | | | | | | | | | | 22 | | | | | | | | | | | | 2,642,013 | | | | | |
| Iowa | | | | | | 3 | | | | | | | | | | | | 148,902 | | | | | | | | | | | | 1 | | | | | | | | | | | | 14,200 | | | | | | | | | | | | 4 | | | | | | | | | | | | 163,102 | | | | | |
| 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 | | | | | |
| 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 | | | | | |
| Pennsylvania | | | | | | 22 | | | | | | | | | | | | 2,258,440 | | | | | | | | | | | | 3 | | | | | | | | | | | | 2,062,761 | | | | | | | | | | | | 25 | | | | | | | | | | | | 4,321,201 | | | | | |
| Puerto Rico | | | | | | 4 | | | | | | | | | | | | 237,969 | | | | | | | | | | | | 1 | | | | | | | | | | | | 54,352 | | | | | | | | | | | | 5 | | | | | | | | | | | | 292,321 | | | | | |
| Rhode Island | | | | | | 1 | | | | | | | | | | | | 70,159 | | | | | | | | | | | | 1 | | | | | | | | | | | | 12,748 | | | | | | | | | | | | 2 | | | | | | | | | | | | 82,907 | | | | | |
| South Carolina | | | | | | 5 | | | | | | | | | | | | 261,011 | | | | | | | | | | | | 2 | | | | | | | | | | | | 214,238 | | | | | | | | | | | | 7 | | | | | | | | | | | | 475,249 | | | | | |
| 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 | | | | | |
| Belgium | | | | | | 4 | | | | | | | | | | | | 202,106 | | | | | | | | | | | | 1 | | | | | | | | | | | | 104,391 | | | | | | | | | | | | 5 | | | | | | | | | | | | 306,497 | | | | | |
| Brazil | | | | | | 38 | | | | | | | | | | | | 2,594,240 | | | | | | | | | | | | 6 | | | | | | | | | | | | 291,280 | | | | | | | | | | | | 44 | | | | | | | | | | | | 2,885,520 | | | | | |
| Chile | | | | | | 3 | | | | | | | | | | | | 7,115 | | | | | | | | | | | | 17 | | | | | | | | | | | | 667,790 | | | | | | | | | | | | 20 | | | | | | | | | | | | 674,905 | | | | | |
| Colombia | | | | | | 17 | | | | | | | | | | | | 784,395 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 17 | | | | | | | | | | | | 784,395 | | | | | |
| Czech Republic | | | | | | 7 | | | | | | | | | | | | 152,889 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 7 | | | | | | | | | | | | 152,889 | | | | | |
| Egypt | | | | | | 1 | | | | | | | | | | | | 54,304 | | | | | | | | | | | | 1 | | | | | | | | | | | | 163,611 | | | | | | | | | | | | 2 | | | | | | | | | | | | 217,915 | | | | | |
| England | | | | | | 66 | | | | | | | | | | | | 4,577,247 | | | | | | | | | | | | 18 | | | | | | | | | | | | 598,009 | | | | | | | | | | | | 84 | | | | | | | | | | | | 5,175,256 | | | | | |
| Finland | | | | | | 3 | | | | | | | | | | | | 95,896 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 3 | | | | | | | | | | | | 95,896 | | | | | |
| 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 | | | | | |
| India | | | | | | 66 | | | | | | | | | | | | 3,211,105 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 66 | | | | | | | | | | | | 3,211,105 | | | | | |
An excerpt. Shown here: all 13 rewritten, 40 of 73 added and 40 of 73 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES. in the FY2023 filing and the FY2022 filing.
Item 4. MINE SAFETY DISCLOSURES.
2 rewritten, 0 added, 0 removed, 4 unchanged
| [removed: 24] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 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: 17, 2023] [added: 16, 2024] was [removed: $52.60.][added: $67.98.]
As of February [removed: 17, 2023,] [added: 16, 2024,] there were [removed: 3,653] [added: 3,083] holders of record of our common stock.
We did not sell any unregistered equity securities during the three months ended December 31, [removed: 2022,] [added: 2023,] nor did we repurchase any shares of our common stock during the three months ended December 31, [removed: 2022.][added: 2023.]
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
1 rewritten, 0 added, 0 removed, 4 unchanged
| [added: 58] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 59] | | |
Item 9A. CONTROLS AND PROCEDURES.
8 rewritten, 1 added, 1 removed, 38 unchanged
As of December 31, [removed: 2022] [added: 2023] (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures.
Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
| [removed: 60] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 59] | | |
We have audited the internal control over financial reporting of Iron Mountain Incorporated and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — 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: 2022,] [added: 2023,] based on criteria established in *Internal Control — 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on those financial statements.
| [added: 60] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
February 22, 2024
February 23, 2023
Item 9B. OTHER INFORMATION.
0 rewritten, 2 added, 1 removed, 0 unchanged
On November 7, 2023, Mr. Edward Greene, our Executive Vice President, Chief Human Resources Officers, adopted a 10b5-1 trading plan to sell up to 16,308 shares of our common stock between February 23, 2024 and March 8, 2024.
This arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
Not Applicable.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
1 rewritten, 1 added, 1 removed, 4 unchanged
| [removed: 62] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 61] | | |


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
2 rewritten, 2 added, 2 removed, 2 unchanged
| [removed: 64] | | | IRON MOUNTAIN [removed: 2021] [added: 2023] FORM 10-K | | | [added: 63 | | |]
[removed: ][added: ]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
906 rewritten, 386 added, 301 removed, 1,567 unchanged
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [67](#i377a8d1c128641c6a9a4c5ed0f85b7c3_163)] [added: [66](#i5efabba03ac740ed96d85f87aa4baf12_163)] | | |
| [Consolidated Balance [removed: Sheets,] [added: Sheets,](#i5efabba03ac740ed96d85f87aa4baf12_166)] December 31, [removed: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166) [and 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)21] [added: 2023 [and](#i5efabba03ac740ed96d85f87aa4baf12_166) 2022] | | | [removed: [70](#i377a8d1c128641c6a9a4c5ed0f85b7c3_166)] [added: [68](#i5efabba03ac740ed96d85f87aa4baf12_166)] | | |
| [Consolidated Statements of Operations, Years [removed: Ended] [added: Ended](#i5efabba03ac740ed96d85f87aa4baf12_169)] December 31, [removed: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169) [and 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)20] [added: 2023[,](#i5efabba03ac740ed96d85f87aa4baf12_169) 2022 [and](#i5efabba03ac740ed96d85f87aa4baf12_169) 2021] | | | [removed: [71](#i377a8d1c128641c6a9a4c5ed0f85b7c3_169)] [added: [69](#i5efabba03ac740ed96d85f87aa4baf12_169)] | | |
| [Consolidated Statements of Comprehensive Income (Loss), Years [removed: Ended] [added: Ended](#i5efabba03ac740ed96d85f87aa4baf12_175)] December 31, [removed: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175) [and 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)20] [added: 2023[,](#i5efabba03ac740ed96d85f87aa4baf12_175) 2022 [and](#i5efabba03ac740ed96d85f87aa4baf12_175) 2021] | | | [removed: [72](#i377a8d1c128641c6a9a4c5ed0f85b7c3_175)] [added: [70](#i5efabba03ac740ed96d85f87aa4baf12_175)] | | |
| [Consolidated Statements of Equity, Years [removed: Ended] [added: Ended](#i5efabba03ac740ed96d85f87aa4baf12_178)] December 31, [removed: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178) [and 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)20] [added: 2023[,](#i5efabba03ac740ed96d85f87aa4baf12_178) 2022 [and](#i5efabba03ac740ed96d85f87aa4baf12_178) 2021] | | | [removed: [73](#i377a8d1c128641c6a9a4c5ed0f85b7c3_178)] [added: [71](#i5efabba03ac740ed96d85f87aa4baf12_178)] | | |
| [Consolidated Statements of Cash Flows, Years [removed: Ended] [added: Ended](#i5efabba03ac740ed96d85f87aa4baf12_181)] December 31, [removed: 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[2](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[, 202](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)[1](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181) [and 20](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)20] [added: 2023[,](#i5efabba03ac740ed96d85f87aa4baf12_181) 2022 [and](#i5efabba03ac740ed96d85f87aa4baf12_181) 2021] | | | [removed: [74](#i377a8d1c128641c6a9a4c5ed0f85b7c3_181)] [added: [72](#i5efabba03ac740ed96d85f87aa4baf12_181)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i377a8d1c128641c6a9a4c5ed0f85b7c3_184)] [added: Statements](#i5efabba03ac740ed96d85f87aa4baf12_184)] | | | [removed: [75](#i377a8d1c128641c6a9a4c5ed0f85b7c3_184)] [added: [73](#i5efabba03ac740ed96d85f87aa4baf12_184)] | | |
| [Financial Statement Schedule III—Schedule of Real Estate and Accumulated [removed: Depreciation](#i377a8d1c128641c6a9a4c5ed0f85b7c3_337)] [added: Depreciation](#i5efabba03ac740ed96d85f87aa4baf12_337)] | | | [removed: [129](#i377a8d1c128641c6a9a4c5ed0f85b7c3_337)] [added: [127](#i5efabba03ac740ed96d85f87aa4baf12_337)] | | |
| [removed: 66] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 65] | | |
We have audited the accompanying consolidated balance sheets of Iron Mountain Incorporated and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing a separate opinion on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
| [added: 66] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 67] | | |
GOODWILL - [removed: GLOBAL DATA CENTER AND] ASSET LIFECYCLE MANAGEMENT REPORTING [removed: UNITS] [added: UNIT] - REFER TO NOTE 2.L.
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of [removed: each] [added: the] reporting unit to its carrying value.
The Company determined the fair value of the [removed: Global Data Center] [added: Asset Lifecycle Management] reporting unit [removed: using a combined approach] based on the present value of future cash flows (the "Discounted Cash Flow [removed: Model") and market multiples (the "Market Approach").][added: Model").]
The determination of the fair value using the Discounted Cash Flow Model requires management to make significant assumptions related to future revenue growth rates, operating margins, [removed: discount rates] and [removed: capital expenditures.][added: discount rates.]
Changes in economic and operating conditions impacting these assumptions [removed: or changes in multiples] could result in goodwill [removed: impairments] [added: impairment] in future periods.
The goodwill [removed: balances] [added: balance] allocated to the [removed: Global Data Center and] Asset Lifecycle Management reporting [removed: units were $408] [added: unit was $579] million [removed: and $617 million, respectively,] as of October 1, [removed: 2022] [added: 2023] (goodwill impairment testing date).
The fair value of [removed: both] the [removed: Global Data Center and] Asset Lifecycle Management reporting [removed: units] [added: unit] exceeded its [removed: respective] carrying value as of the measurement date and, therefore, no impairment was recognized.
- We evaluated the reasonableness of [added: the revenue growth rates and operating margins presented within] management’s [removed: Projected] [added: Discounted] Cash [removed: Flows] [added: Flow Model] 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 [removed: of the Company and companies] in [removed: its peer group.][added: which Asset Lifecycle Management operates.]
- With the assistance of our fair value specialists, we evaluated the discount [removed: rates,] [added: rate,] including testing the underlying source information and the mathematical accuracy of the [removed: calculations,] [added: calculation,] and developing a range of independent estimates and comparing [removed: those] [added: that] to the discount [removed: rates] [added: rate] selected by management.
- We tested the effectiveness of controls over the evaluation of goodwill for impairment, including those over the [removed: Projected] [added: Discounted] Cash [removed: Flows] [added: Flow Model] and discount [removed: rates and, additionally, for the Global Data Center reporting unit, the selection of the Adjusted EBITDA multiples.][added: rate.]
| [removed: 68] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [added: 67] | | |
We identified the [removed: supplier relationship intangible asset] [added: evaluation of goodwill] for [removed: ITRenew business] [added: the Asset Lifecycle Management reporting unit for impairment] as a critical audit matter because of the significant [removed: estimates and assumptions management] [added: judgments] made [added: by management] to [removed: determine] [added: estimate] the fair value of the [removed: asset.][added: Asset Lifecycle Management reporting unit.]
[removed: This] [added: Performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate and forecasts of future revenue and operating margin of the Asset Lifecycle Management reporting unit] required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value [removed: 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.][added: specialists.]
| [added: 68] | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | [removed: 69] | | |
| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Cash and [removed: cash equivalents |] [added: Cash Equivalents, Beginning of Year] | | [removed: $] | 141,797 | | | | | [removed: $] | 255,828 | | [added: | | | | 205,063 | | |]
| Accounts receivable (less allowances of [removed: $54,143] [added: $74,762] and [removed: $62,009] [added: $54,143] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively) | | | [removed: 1,174,915] [added: 1,259,826] | | | | | | [removed: 961,419] [added: 1,174,915] | | |
| Prepaid expenses and other | | | [removed: 230,433] [added: 252,930] | | | | | | [removed: 224,020] [added: 230,433] | | |
| Total Current Assets | | | [removed: 1,547,145] [added: 1,735,545] | | | | | | [removed: 1,441,267] [added: 1,547,145] | | |
| Property, plant and equipment | | | [removed: 9,025,765] [added: 10,373,989] | | | | | | [removed: 8,647,303] [added: 9,025,765] | | |
| Less—Accumulated depreciation | | | [removed: (3,910,321)] [added: (4,059,120)] | | | | | | [removed: (3,979,159)] [added: (3,910,321)] | | |
| Property, Plant and Equipment, net | | | [removed: 5,115,444] [added: 6,314,869] | | | | | | [removed: 4,668,144] [added: 5,115,444] | | |
| Goodwill | | | [removed: 4,882,734] [added: 5,017,912] | | | | | | [removed: 4,463,531] [added: 4,882,734] | | |
| Customer and supplier relationships and other intangible assets | | | [removed: 1,423,145] [added: 1,279,800] | | | | | | [removed: 1,181,043] [added: 1,423,145] | | |
| Operating lease right-of-use assets | | | [removed: 2,583,704] [added: 2,696,024] | | | | | | [removed: 2,314,422] [added: 2,583,704] | | |
Our audit procedures related to testing the reasonableness of key assumptions within the Discounted Cash Flow Model of the Asset Lifecycle Management reporting unit.
The key assumptions include future revenue growth rates, operating margins, and the selection of the discount rate.
We performed the following procedures as part of the audit:
February 22, 2024
| | | | 2023 | | | | | | 2022 | | |
| Cash and cash equivalents | | | $ | 222,789 | | | | | $ | 141,797 | |
| Reclassifications from Accumulated Other Comprehensive Items, net | | | (7,580) | | | | | | — | | | | | | — | | |
| Other comprehensive (loss) income | | | (82,785) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (82,454) | | | | | | (331) | | | | | | | | | (1,245) | | |
| Other comprehensive (loss) income | | | (104,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (103,656) | | | | | | (594) | | | | | | | | | 113 | | |
| Other comprehensive income (loss) | | | 70,847 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 70,847 | | | | | | — | | | | | | | | | (224) | | |
| Net income (loss) | | | 184,234 | | | | | | — | | | | | | — | | | | | | — | | | | | | 184,234 | | | | | | — | | | | | | — | | | | | | | | | 3,029 | | |
| Noncontrolling interests equity contributions and related costs | | | (346) | | | | | | — | | | | | | — | | | | | | (346) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 24,684 | | |
| Redemption and purchase of noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 60,520 | | |
| Balance, December 31, 2023 | | | $ | 211,773 | | | | | 292,142,739 | | | | | | $ | 2,921 | | | | | $ | 4,533,691 | | | | | $ | (3,953,808) | | | | | $ | (371,156) | | | | | $ | 125 | | | | | | | | $ | 177,947 | |
| Net income (loss) | | | $ | 187,263 | | | | | $ | 562,149 | | | | | $ | 452,725 | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net | | | (12,825) | | | | | | (93,268) | | | | | | (172,041) | | |
DECEMBER 31, 2023
CHANGES IN PRESENTATION
Certain items previously reported under specific financial statement captions have been reclassified to conform to the current year presentation.
DECEMBER 31, 2023
We evaluate and monitor the collectability of accounts receivable based on a combination of factors, including historical loss experience, assessments of trends in our aged receivables and credit memo activity, the location of our businesses, the composition of our customer base, our product and service lines, potential future macroeconomic factors, including natural disasters, and reasonable and supportable forecasts for expected future collectability of our outstanding receivables.
| 2023 | | | | | | $ | 54,143 | | | | | $ | 92,881 | | | | | $ | 32,692 | | | | | $ | (104,954) | | | | | $ | 74,762 | |
DECEMBER 31, 2023
| DESCRIPTION | | | | | | 2023 | | | | | | 2022 | | |
| Deferred purchase obligations, purchase price holdbacks and other | | | | | | 171,273 | | | | | | 7,187 | | |
| Other | | | | | | 409,581 | | | | | | 413,441 | | |
| DESCRIPTION | | | | | | 2023 | | | | | | 2022 | | |
DECEMBER 31, 2023
Capitalized internal use software costs are depreciated on a straight-line basis over the expected useful life of the software, commencing when the software is ready for its intended use.
DECEMBER 31, 2023
| DESCRIPTION | | | | | | 2023 | | | | | | 2022 | | |
DECEMBER 31, 2023
| 2024 | | | | | | $ | 468,015 | | | | | $ | (6,969) | | | | | $ | 56,901 | |
| 2025 | | | | | | 456,638 | | | | | | (4,282) | | | | | | 127,074 | | |
| 2026 | | | | | | 421,535 | | | | | | (2,979) | | | | | | 40,283 | | |
| 2027 | | | | | | 389,307 | | | | | | (3,451) | | | | | | 30,098 | | |
| 2028 | | | | | | 344,744 | | | | | | (48) | | | | | | 55,523 | | |
| Thereafter | | | | | | 1,970,950 | | | | | | (48) | | | | | | 117,779 | | |
| Total minimum lease payments (receipts) | | | | | | 4,051,189 | | | | | | $ | (17,777) | | | | | 427,658 | | |
| Present value of lease obligations | | | | | | $ | 2,854,189 | | | | | | | | | | | $ | 349,865 | |
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Part IV
CRITICAL AUDIT MATTER DESCRIPTION
The Company determined the fair value of the Asset Lifecycle Management reporting unit using the Discounted Cash Flow Model.
The determination of the fair value using the Market Approach requires management to make significant assumptions related to adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") multiples.
The fair value exceeded the carrying value of the Global Data Center and Asset Lifecycle Management reporting units by less than 30%, accordingly, auditing the assumptions used in the goodwill impairment analysis for this reporting unit involved especially subjective judgment.
HOW THE CRITICAL AUDIT MATTER WAS ADDRESSED IN THE AUDIT
Our audit procedures related to future revenue growth rates, operating margins and capital expenditures (collectively, the "Projected Cash Flows"), the selection of discount rates, and Adjusted EBITDA multiples for these reporting units included the following, among others:
- 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 companies for the Global Data Center reporting unit.
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.
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
| Intangible impairments | | | — | | | | | | — | | | | | | 23,000 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2019 | | | $ | 1,464,227 | | | | | 287,299,645 | | | | | | $ | 2,873 | | | | | $ | 4,298,566 | | | | | $ | (2,574,896) | | | | | $ | (262,581) | | | | | $ | 265 | | | | | | | | $ | 67,682 | |
| Foreign currency translation adjustment | | | 46,748 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,635 | | | | | | 113 | | | | | | | | | (969) | | |
| Net income (loss) | | | 342,315 | | | | | | — | | | | | | — | | | | | | — | | | | | | 342,693 | | | | | | — | | | | | | (378) | | | | | | | | | 781 | | |
| Foreign currency translation adjustment | | | (135,165) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (134,834) | | | | | | (331) | | | | | | | | | (1,245) | | |
| Change in fair value of derivative instruments | | | 52,380 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,380 | | | | | | — | | | | | | | | | — | | |
| Foreign currency translation adjustment | | | (114,079) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (113,485) | | | | | | (594) | | | | | | | | | 113 | | |
| Change in fair value of derivative instruments | | | 9,829 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,829 | | | | | | — | | | | | | | | | — | | |
| Early redemption of senior subordinated and senior notes, including call premiums | | | — | | | | | | — | | | | | | (2,942,554) | | |
| Cash and Cash Equivalents, Beginning of Year | | | 255,828 | | | | | | 205,063 | | | | | | 193,555 | | |
We calculate and monitor our allowance considering future potential economic and macroeconomic conditions and reasonable and supportable forecasts for expected future collectability of our outstanding receivables, in addition to considering our past loss experience, current and prior trends in our aged receivables and credit memo activity.
An excerpt. Shown here: 40 of 906 rewritten, 40 of 386 added and 40 of 301 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY.
59 rewritten, 8 added, 4 removed, 126 unchanged
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 141 | | |
| 3.3 | | | | | | [Bylaws of the [removed: Company](http://www.sec.gov/Archives/edgar/data/0001020569/000102056921000165/exhibit31bylawsproxyaccess.htm).] [added: Company](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000124/irm-amendedbylawsmay9202.htm).] *(Incorporated by reference to the Company’s Current Report on Form 8-K dated May [removed: 17,2021)*] [added: 12, 2023)*] | | |
| [removed: 4.10] [added: 4.11] | | | | | | [Form of Stock Certificate representing shares of Common Stock, $0.01 par value per share, of the Company.](http://www.sec.gov/Archives/edgar/data/1020569/000110465915003541/a15-2519_1ex4d2.htm) *(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)* | | |
| [removed: 4.11] [added: 4.12] | | | | | | [Description of Securities.](http://www.sec.gov/Archives/edgar/data/1020569/000102056920000029/irm2019ex4-16.htm) (*Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019*.) | | |
| 142 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
| [removed: 10.33] [added: 10.34] | | | | | | [Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1).](http://www.sec.gov/Archives/edgar/data/1020569/000104746915001413/a2223186zex-10_28.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014.)* | | |
| [removed: 10.34] [added: 10.35] | | | | | | [Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2).](http://www.sec.gov/Archives/edgar/data/1020569/000102056918000006/irm2017ex-1032.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)* | | |
| | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | 143 | | |
| [removed: 10.35] [added: 10.36] | | | | | | [Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 3).](http://www.sec.gov/Archives/edgar/data/1020569/000102056919000140/irm2019331-ex103.htm) (#) *(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.)* | | |
| [removed: 10.36] [added: 10.37] | | | | | | [Form of Stock Option Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 4).](http://www.sec.gov/Archives/edgar/data/1020569/000102056920000029/irm2019ex10-32.htm) (#) (*Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019*.) | | |
| [removed: 10.37] [added: 10.38] | | | | | | [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) *(#) (Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021.)* | | |
| [removed: 10.38] [added: 10.39] | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1).](http://www.sec.gov/Archives/edgar/data/1020569/000102056917000010/irm2016ex-1029.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016.)* | | |
| [removed: 10.39] [added: 10.40] | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2).](http://www.sec.gov/Archives/edgar/data/1020569/000102056917000010/irm2016ex-1030.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016.)* | | |
| [removed: 10.40] [added: 10.41] | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 3).](http://www.sec.gov/Archives/edgar/data/1020569/000102056918000006/irm2017ex-1035.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)* | | |
| [removed: 10.41] [added: 10.42] | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 4).](http://www.sec.gov/Archives/edgar/data/1020569/000102056919000140/irm2019331-ex101.htm) (#) *(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019)*.] [added: 2019.)*] | | |
| [removed: 10.42] [added: 10.43] | | | | | | [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) *(#) (Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021.)* | | |
| [removed: 10.43] [added: 10.46] | | | | | | [Change in Control Agreement, dated September 8, 2008, between the Company and Ernest W. Cloutier.](http://www.sec.gov/Archives/edgar/data/1020569/000104746914004497/a2219921zex-10_2.htm) (#) *(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014.)* | | |
| [removed: 10.44] [added: 10.47] | | | | | | [Employment Offer Letter, dated November 30, 2012, from the Company to William L. Meaney.](http://www.sec.gov/Archives/edgar/data/1020569/000110465912081436/a12-28428_1ex10d1.htm) (#) *(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 3, 2012.)* | | |
| [removed: 10.45] [added: 10.48] | | | | | | [Contract of Employment with Iron Mountain, between Patrick Keddy and Iron Mountain (UK) Ltd., effective as of April 2, 2015.](http://www.sec.gov/Archives/edgar/data/1020569/000102056916000013/irm2015ex-1043.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015.)* | | |
| [removed: 10.46] [added: 10.49] | | | | | | [Ernest Cloutier Secondment Letter, dated March 27, 2017.](http://www.sec.gov/Archives/edgar/data/1020569/000102056917000016/irm2017331-ex102.htm) (#) *(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2017.)* | | |
| [removed: 10.47] [added: 10.50] | | | | | | [Ernest Cloutier Separation Agreement, dated August 6, 2021.](http://www.sec.gov/Archives/edgar/data/1020569/000102056921000248/exhibit101separationagreem.htm) *(#) (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)* | | |
| [removed: 10.48] [added: 10.51] | | | | | | [Restated Compensation Plan for Non-Employee [removed: Directors.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-1048.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-1051.htm)] (#) *(Filed herewith.)* | | |
| [removed: 10.49] [added: 10.52] | | | | | | [Iron Mountain Incorporated Director Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1020569/000104746908002061/a2183111zex-10_25.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2007.)* | | |
| [removed: 10.50] [added: 10.53] | | | | | | [The Iron Mountain Companies Severance Plan.](http://www.sec.gov/Archives/edgar/data/1020569/000110465912017937/a12-7103_1ex10d1.htm) (#) *(Incorporated by reference to the Company’s Current Report on Form 8‑K, dated March 13, 2012.)* | | |
| [removed: 10.51] [added: 10.54] | | | | | | [Amended and Restated Severance Plan Severance Program No. 1.](http://www.sec.gov/Archives/edgar/data/1020569/000104746912005707/a2208952zex-10_2.htm) (#) *(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012.)* | | |
| [removed: 10.52] [added: 10.55] | | | | | | [First Amendment to Amended and Restated Severance Plan Severance Program No. 1.](http://www.sec.gov/Archives/edgar/data/1020569/000104746913002039/a2213054zex-10_39.htm) (#) *(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2012.)* | | |
| [removed: 10.53] [added: 10.56] | | | | | | [Second Amendment to The Iron Mountain Companies Severance Plan Severance Program No. 1.](http://www.sec.gov/Archives/edgar/data/1020569/000110465914087960/a14-26468_1ex10d1.htm) (#) *(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 19, 2014.)* | | |
| [removed: 10.54] [added: 10.57] | | | | | | [Severance Program No. 2.](http://www.sec.gov/Archives/edgar/data/1020569/000110465912081436/a12-28428_1ex10d2.htm) (#) *(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 3, 2012.)* | | |
| [removed: 10.55] [added: 10.58] | | | | | | [Credit Agreement, dated as of June 27, 2011, as amended and restated as of August 21, 2017, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1020569/000110465917053000/a17-20813_1ex10d1.htm) *(Incorporated by reference to the Company’s Current Report on Form 8‑K dated August 21, 2017.)* | | |
| [removed: 10.56] [added: 10.59] | | | | | | [First Amendment, dated as of December 12, 2017, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of August 21, 2017, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1020569/000102056918000006/irm2017ex-1055.htm) *(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)* | | |
| [removed: 10.57] [added: 10.60] | | | | | | [Second Amendment, dated as of March 22, 2018, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of August 21, 2017, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1020569/000110465918020459/a18-9035_1ex10d1.htm) *(Incorporated by reference to the Company’s Current Report on Form 8-K dated March 22, 2018.)* | | |
| 144 | | | IRON MOUNTAIN [removed: 2022] [added: 2023] FORM 10-K | | | | | |
| [removed: 10.58] [added: 10.61] | | | | | | [Third Amendment and Refinancing Facility Agreement, dated as of June 4, 2018, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of August 21, 2017, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1020569/000110465918037997/a18-14798_1ex10d1.htm) *(Incorporated by reference to the Company’s Current Report on Form 8-K dated June 4, 2018.)* | | |
| [removed: 10.59] [added: 10.62] | | | | | | [Fourth Amendment, dated as of December 20, 2019, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of August 21, 2017, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1020569/000102056920000029/irm2019ex1052.htm) (*Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019*.) | | |
| [removed: 10.60] [added: 10.63] | | | | | | [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 Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JP Morgan Chase Bank, N.A., as Administrative 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: 10.64] | | | | | | [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.)* | | |
| [removed: 10.62] [added: 10.65] | | | | | | [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/1020569/000102056923000043/irm2022ex-211.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2024ex-211.htm)] *(Filed herewith.)* | | |
| 23.1 | | | | | | [Consent of Deloitte & Touche LLP (Iron Mountain Incorporated, [removed: Delaware).](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-231.htm)] [added: Delaware).](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-231.htm)] *(Filed herewith.)* | | |
| 31.1 | | | | | | [Rule 13a‑14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056923000043/irm2022ex-311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-311.htm)] *(Filed herewith.)* | | |
| 4.10 | | | | | | [2029 Senior Notes Indenture, dated as of May 15, 2023, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee, relating to the 7% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/1020569/000110465923060888/tm2315825d1_ex4-1.htm) (*Incorporated by reference to the Company's Current Report on Form 8-K dated May 15, 2023*.) | | |
| 10.33 | | | | | | [Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 5).](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-1033.htm) *(#) (Filed herewith)* | | |
| 10.44 | | | | | | [Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 6)](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex1044.htm). *(#) (Filed herewith)* | | |
| 10.45 | | | | | | [Form of Cash Award Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1)](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-1045.htm). *(#) (Filed herewith)* | | |
| 10.66 | | | | | | [Amendment No. 1 to Credit Agreement dated December 28, 2023 to Credit Agreement, among the Company, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1020569/000110465923130107/tm2333763d1_ex10-1.htm) *(Incorporated by reference to the Company's Current Report on Form 8-K dated December 28, 2023.)* | | |
| 97.1 | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/1020569/000102056924000040/irm2023ex-971.htm). (*Filed herewith.*) | | |
| /s/ THEODORE R. SAMUELS | | | | | | Director | | | | | | February 22, 2024 | | |
| Theodore R. Samuels | | | | | | | | | | | | | | |
[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)
| /s/ ALFRED J. VERRECCHIA | | | | | | Director | | | | | | February 23, 2023 | | |
| Alfred J. Verrecchia | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 59 rewritten, all 8 added and all 4 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY. in the FY2023 filing and the FY2022 filing.