Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2015 and March 31, 2016 and for the three months ended March 31, 2015 and 2016 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes and GBP Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes, which were issued by Canada Company, and the GBP Notes, which were issued by IME. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes and the GBP Notes, including IME and the Special Purpose Subsidiaries but excluding Canada Company, are referred to below as the Non-Guarantors. In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Consolidated Statements of Operations and Comprehensive (Loss) Income with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. CONSOLIDATED BALANCE SHEETS December 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 151 $ 6,472 $ 13,182 $ 108,576 $ — $ 128,381 Accounts receivable — 14,069 30,428 519,904 — 564,401 Intercompany receivable — 1,038,141 — — (1,038,141 ) — Other current assets 898 106,670 2,305 55,286 (29 ) 165,130 Total Current Assets 1,049 1,165,352 45,915 683,766 (1,038,170 ) 857,912 Property, Plant and Equipment, Net 661 1,600,886 137,100 758,511 — 2,497,158 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,255,049 1,869 — — (3,256,918 ) — Investment in subsidiaries 797,666 459,429 27,731 2,862 (1,287,688 ) — Goodwill — 1,618,593 152,975 589,410 — 2,360,978 Other 623 392,987 22,637 218,292 — 634,539 Total Other Assets, Net 4,053,338 2,472,878 203,343 810,564 (4,544,606 ) 2,995,517 Total Assets $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 Liabilities and Equity Intercompany Payable $ 879,649 $ — $ 5,892 $ 152,600 $ (1,038,141 ) $ — Current Portion of Long-Term Debt — 41,159 — 46,938 (29 ) 88,068 Total Other Current Liabilities 56,740 454,924 26,804 215,295 — 753,763 Long-Term Debt, net of current portion 2,608,818 674,190 284,798 1,189,804 — 4,757,610 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,255,049 869 — (3,256,918 ) — Other Long-term Liabilities — 115,950 37,402 69,187 — 222,539 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 508,841 697,844 30,593 559,251 (1,287,688 ) 508,841 Noncontrolling Interests — — — 19,766 — 19,766 Total Equity 508,841 697,844 30,593 579,017 (1,287,688 ) 528,607 Total Liabilities and Equity $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 CONSOLIDATED BALANCE SHEETS (Continued) March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 Accounts receivable — 9,481 30,627 534,609 — 574,717 Intercompany receivable — 1,163,774 — — (1,163,774 ) — Other current assets 1,755 63,762 2,873 70,873 (29 ) 139,234 Total Current Assets 2,309 1,240,587 37,483 715,320 (1,163,803 ) 831,896 Property, Plant and Equipment, Net 617 1,615,683 144,400 778,604 — 2,539,304 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,329,498 1,000 — — (3,330,498 ) — Investment in subsidiaries 853,087 513,389 31,083 7,329 (1,404,888 ) — Goodwill — 1,617,970 163,498 619,251 — 2,400,719 Other — 391,495 24,080 234,815 — 650,390 Total Other Assets, Net 4,182,585 2,523,854 218,661 861,395 (4,735,386 ) 3,051,109 Total Assets $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 Liabilities and Equity Intercompany Payable $ 1,038,139 $ — $ 4,656 $ 120,979 $ (1,163,774 ) $ — Current Portion of Long-Term Debt — 38,887 — 51,116 (29 ) 89,974 Total Other Current Liabilities 46,344 397,180 24,700 190,295 — 658,519 Long-Term Debt, net of current portion 2,603,630 764,668 290,847 1,272,151 — 4,931,296 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,329,498 — — (3,330,498 ) — Other Long-term Liabilities — 98,954 41,929 80,493 — 221,376 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 496,398 750,937 38,412 615,539 (1,404,888 ) 496,398 Noncontrolling Interests — — — 24,746 — 24,746 Total Equity 496,398 750,937 38,412 640,285 (1,404,888 ) 521,144 Total Liabilities and Equity $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 304,592 $ 30,868 $ 123,412 $ — $ 458,872 Service — 180,865 16,557 92,992 — 290,414 Intercompany service — 352 — 16,419 (16,771 ) — Total Revenues — 485,809 47,425 232,823 (16,771 ) 749,286 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 196,661 7,165 117,828 — 321,654 Selling, general and administrative 73 132,192 4,167 59,982 — 196,414 Intercompany service charges — — 16,419 352 (16,771 ) — Depreciation and amortization 46 55,403 3,052 27,450 — 85,951 Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net — 322 — 11 — 333 Total Operating Expenses 119 384,578 30,803 205,623 (16,771 ) 604,352 Operating (Loss) Income (119 ) 101,231 16,622 27,200 — 144,934 Interest Expense (Income), Net 39,170 (6,677 ) 8,203 24,202 — 64,898 Other (Income) Expense, Net (2,038 ) 1,383 (127 ) 23,131 — 22,349 (Loss) Income Before Provision (Benefit) for Income Taxes (37,251 ) 106,525 8,546 (20,133 ) — 57,687 Provision (Benefit) for Income Taxes — 9,702 3,063 3,183 — 15,948 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (78,347 ) 18,740 (1,059 ) (5,483 ) 66,149 — Net Income (Loss) 41,096 78,083 6,542 (17,833 ) (66,149 ) 41,739 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 643 — 643 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 41,096 $ 78,083 $ 6,542 $ (18,476 ) $ (66,149 ) $ 41,096 Net Income (Loss) $ 41,096 $ 78,083 $ 6,542 $ (17,833 ) $ (66,149 ) $ 41,739 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments 4,930 — (7,940 ) (53,165 ) — (56,175 ) Market Value Adjustments for Securities — 23 — — — 23 Equity in Other Comprehensive (Loss) Income of Subsidiaries (60,981 ) (60,896 ) (3,007 ) (7,940 ) 132,824 — Total Other Comprehensive (Loss) Income (56,051 ) (60,873 ) (10,947 ) (61,105 ) 132,824 (56,152 ) Comprehensive (Loss) Income (14,955 ) 17,210 (4,405 ) (78,938 ) 66,675 (14,413 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 542 — 542 Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ (14,955 ) $ 17,210 $ (4,405 ) $ (79,480 ) $ 66,675 $ (14,955 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 308,997 $ 27,605 $ 124,609 $ — $ 461,211 Service — 185,307 14,642 89,530 — 289,479 Intercompany service — 1,013 — 17,345 (18,358 ) — Total Revenues — 495,317 42,247 231,484 (18,358 ) 750,690 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 202,538 6,790 116,777 — 326,105 Selling, general and administrative 72 148,633 3,373 55,688 — 207,766 Intercompany service charges — 3,354 13,991 1,013 (18,358 ) — Depreciation and amortization 45 56,253 3,079 27,827 — 87,204 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (570 ) 6 113 — (451 ) Total Operating Expenses 117 410,208 27,239 201,418 (18,358 ) 620,624 Operating (Loss) Income (117 ) 85,109 15,008 30,066 — 130,066 Interest Expense (Income), Net 39,984 (8,530 ) 10,034 25,574 — 67,062 Other Expense (Income), Net 886 3,482 (20 ) (16,285 ) — (11,937 ) (Loss) Income Before Provision (Benefit) for Income Taxes (40,987 ) 90,157 4,994 20,777 — 74,941 Provision (Benefit) for Income Taxes — 8,860 1,866 1,174 — 11,900 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (103,761 ) (22,930 ) (1,371 ) (3,128 ) 131,190 — Net Income (Loss) 62,774 104,227 4,499 22,731 (131,190 ) 63,041 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 267 — 267 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 62,774 $ 104,227 $ 4,499 $ 22,464 $ (131,190 ) $ 62,774 Net Income (Loss) $ 62,774 $ 104,227 $ 4,499 $ 22,731 $ (131,190 ) $ 63,041 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (1,342 ) — 1,789 23,531 — 23,978 Market Value Adjustments for Securities — (734 ) — — — (734 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 24,099 24,099 661 1,789 (50,648 ) — Total Other Comprehensive Income (Loss) 22,757 23,365 2,450 25,320 (50,648 ) 23,244 Comprehensive Income (Loss) 85,531 127,592 6,949 48,051 (181,838 ) 86,285 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 754 — 754 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 85,531 $ 127,592 $ 6,949 $ 47,297 $ (181,838 ) $ 85,531 CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (45,978 ) $ 44,864 $ 3,636 $ 2,990 $ — $ 5,512 Cash Flows from Investing Activities: Capital expenditures — (46,452 ) (3,774 ) (24,550 ) — (74,776 ) Cash paid for acquisitions, net of cash acquired — (684 ) 106 (5,853 ) — (6,431 ) Intercompany loans to subsidiaries 132,692 79,946 — — (212,638 ) — Investment in subsidiaries (5,000 ) (5,000 ) — — 10,000 — Increase in restricted cash 13,860 — — — — 13,860 Acquisitions of customer relationships and customer inducements — (7,990 ) (668 ) (585 ) — (9,243 ) Proceeds from sales of property and equipment and other, net (including real estate) — 160 6 244 — 410 Cash Flows from Investing Activities 141,552 19,980 (4,330 ) (30,744 ) (202,638 ) (76,180 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt — (1,894,836 ) (159,145 ) (228,280 ) — (2,282,261 ) Proceeds from revolving credit and term loan facilities and other debt — 1,823,900 161,962 464,541 — 2,450,403 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — (388 ) — (388 ) Intercompany loans from parent — 4,638 79 (217,355 ) 212,638 — Equity contribution from parent — 5,000 — 5,000 (10,000 ) — Parent cash dividends (102,539 ) — — — — (102,539 ) Net proceeds (payments) associated with employee stock-based awards 4,364 — — — — 4,364 Excess tax benefit (deficiency) from stock-based compensation 231 — — — — 231 Payment of debt financing and stock issuance costs (29 ) (864 ) — (54 ) — (947 ) Cash Flows from Financing Activities (97,973 ) (62,162 ) 2,896 23,464 202,638 68,863 Effect of exchange rates on cash and cash equivalents — — (61 ) (4,462 ) — (4,523 ) (Decrease) Increase in cash and cash equivalents (2,399 ) 2,682 2,141 (8,752 ) — (6,328 ) Cash and cash equivalents, beginning of period 2,399 4,713 4,979 113,842 — 125,933 Cash and cash equivalents, end of period $ — $ 7,395 $ 7,120 $ 105,090 $ — $ 119,605 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (48,737 ) $ 120,988 $ 6,477 $ 2,390 $ — $ 81,118 Cash Flows from Investing Activities: Capital expenditures — (60,389 ) (1,007 ) (19,456 ) — (80,852 ) Cash paid for acquisitions, net of cash acquired — — 130 (19,470 ) — (19,340 ) Intercompany loans to subsidiaries 166,442 31,987 — — (198,429 ) — Investment in subsidiaries (1,585 ) (1,585 ) — — 3,170 — Acquisitions of customer relationships and customer inducements — (4,733 ) — (2,525 ) — (7,258 ) Proceeds from sales of property and equipment and other, net (including real estate) — 50 — 119 — 169 Cash Flows from Investing Activities 164,857 (34,670 ) (877 ) (41,332 ) (195,259 ) (107,281 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt (8,463 ) (1,422,539 ) (383,896 ) (569,317 ) — (2,384,215 ) Proceeds from revolving credit and term loan facilities and other debt — 1,500,499 370,816 638,530 — 2,509,845 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — 885 — 885 Intercompany loans from parent — (168,765 ) (1,111 ) (28,553 ) 198,429 — Equity contribution from parent — 1,585 — 1,585 (3,170 ) — Parent cash dividends (104,931 ) — — — — (104,931 ) Net (payments) proceeds associated with employee stock-based awards (1,975 ) — — — — (1,975 ) Excess tax (deficiency) benefit from stock-based compensation (348 ) — — — — (348 ) Cash Flows from Financing Activities (115,717 ) (89,220 ) (14,191 ) 43,130 195,259 19,261 Effect of exchange rates on cash and cash equivalents — — (608 ) (2,926 ) — (3,534 ) Increase (Decrease) in cash and cash equivalents 403 (2,902 ) (9,199 ) 1,262 — (10,436 ) Cash and cash equivalents, beginning of period 151 6,472 13,182 108,576 — 128,381 Cash and cash equivalents, end of period $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 |