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, 2016 and March 31, 2017 and for the three months ended March 31, 2016 and 2017 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes, GBP Notes and the 5 3 / 8 % Notes are guaranteed by the direct and indirect 100% owned United States subsidiaries of IMI, that represent the substantial majority of our United States operations (the "Guarantors"). The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes, which were issued by Canada Company, the GBP Notes, which were issued by Iron Mountain Europe PLC ("IME"), and the 5 3 / 8 % Notes, which were issued by Iron Mountain US Holdings, Inc. which is one of the Guarantors. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes and the 5 3 / 8 % Notes, including IME, the Accounts Receivable Securitization Special Purpose Subsidiaries and the Mortgage Securitization Special Purpose Subsidiary, 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 Income (Loss) with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. In July 2016, certain Non-Guarantor subsidiaries which were originally established at the time of our acquisition of Crozier Fine Arts in December 2015 (the “Crozier Entities”), were merged into IMIM, a Guarantor and a substantive operating entity (the “Crozier Merger”). As a result of the Crozier Merger, we have recast the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2016 and the Consolidated Statement of Cash Flows for the three months ended March 31, 2016 to conform to the current period presentation of the Crozier Entities. CONSOLIDATED BALANCE SHEETS December 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and Cash Equivalents: $ 2,405 $ 23,380 $ 17,110 $ 193,589 $ — $ 236,484 Accounts receivable — 53,364 37,781 600,104 — 691,249 Intercompany receivable — 653,008 21,114 — (674,122 ) — Prepaid expenses and other — 70,660 4,967 108,776 (29 ) 184,374 Total Current Assets 2,405 800,412 80,972 902,469 (674,151 ) 1,112,107 Property, Plant and Equipment, Net 483 1,804,991 159,391 1,118,461 — 3,083,326 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,014,330 1,000 — — (4,015,330 ) — Investment in subsidiaries 1,659,518 699,411 35,504 77,449 (2,471,882 ) — Goodwill — 2,602,784 217,422 1,084,815 — 3,905,021 Other — 765,698 49,570 571,078 — 1,386,346 Total Other Assets, Net 5,673,848 4,068,893 302,496 1,733,342 (6,487,212 ) 5,291,367 Total Assets $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 Liabilities and Equity Intercompany Payable $ 558,492 $ — $ — $ 115,630 $ (674,122 ) $ — Current Portion of Long-Term Debt — 51,456 — 121,548 (29 ) 172,975 Total Other Current Liabilities 58,478 488,194 40,442 286,468 — 873,582 Long-Term Debt, Net of Current Portion 3,093,388 1,055,642 335,410 1,593,766 — 6,078,206 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 4,014,330 — — (4,015,330 ) — Other Long-term Liabilities — 127,715 54,054 188,900 — 370,669 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 28,831 — — 25,866 — 54,697 Total Iron Mountain Incorporated Stockholders' Equity 1,936,547 936,959 112,953 1,421,970 (2,471,882 ) 1,936,547 Noncontrolling Interests — — — 124 — 124 Total Equity 1,936,547 936,959 112,953 1,422,094 (2,471,882 ) 1,936,671 Total Liabilities and Equity $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 CONSOLIDATED BALANCE SHEETS (Continued) March 31, 2017 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents(1) $ 470 $ 64,550 $ 5,763 $ 410,667 $ (185,822 ) $ 295,628 Accounts receivable — 36,545 36,215 648,270 — 721,030 Intercompany receivable — 904,316 33,923 — (938,239 ) — Prepaid expenses and other 114 79,337 6,325 96,232 (29 ) 181,979 Total Current Assets 584 1,084,748 82,226 1,155,169 (1,124,090 ) 1,198,637 Property, Plant and Equipment, Net 438 1,810,787 157,814 1,142,701 — 3,111,740 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,214,179 1,000 — — (4,215,179 ) — Investment in subsidiaries 1,750,210 785,770 35,948 85,456 (2,657,384 ) — Goodwill — 2,584,712 217,837 1,154,509 — 3,957,058 Other — 762,098 49,211 593,390 — 1,404,699 Total Other Assets, Net 5,964,389 4,133,580 302,996 1,833,355 (6,872,563 ) 5,361,757 Total Assets $ 5,965,411 $ 7,029,115 $ 543,036 $ 4,131,225 $ (7,996,653 ) $ 9,672,134 Liabilities and Equity Intercompany Payable $ 698,066 $ — $ — $ 240,173 $ (938,239 ) $ — Borrowings under cash pools — 138,693 — 47,129 (185,822 ) — Current Portion of Long-Term Debt — 45,837 — 375,419 (29 ) 421,227 Total Other Current Liabilities 199,038 454,823 41,747 301,634 — 997,242 Long-Term Debt, Net of Current Portion 3,159,864 1,014,038 338,456 1,410,390 — 5,922,748 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 4,214,179 — — (4,215,179 ) — Other Long-term Liabilities — 138,228 41,429 180,178 — 359,835 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 4,718 — — 62,590 — 67,308 Total Iron Mountain Incorporated Stockholders' Equity 1,902,725 1,023,317 121,404 1,512,663 (2,657,384 ) 1,902,725 Noncontrolling Interests — — — 1,049 — 1,049 Total Equity 1,902,725 1,023,317 121,404 1,513,712 (2,657,384 ) 1,903,774 Total Liabilities and Equity $ 5,965,411 $ 7,029,115 $ 543,036 $ 4,131,225 $ (7,996,653 ) $ 9,672,134 ______________________________________________________________ (1) Included within Cash and Cash Equivalents at March 31, 2017 is approximately $58,200 and $144,100 of cash on deposit associated with our Cash Pools for the Guarantor and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 313,619 $ 27,605 $ 119,987 $ — $ 461,211 Service — 188,908 14,642 85,929 — 289,479 Intercompany revenues — 1,013 — 17,345 (18,358 ) — Total Revenues — 503,540 42,247 223,261 (18,358 ) 750,690 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 208,154 6,790 111,161 — 326,105 Selling, general and administrative 72 150,019 3,373 54,302 — 207,766 Intercompany cost of sales — 3,354 13,991 1,013 (18,358 ) — Depreciation and amortization 45 56,926 3,079 27,154 — 87,204 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (570 ) 6 113 — (451 ) Total Operating Expenses 117 417,883 27,239 193,743 (18,358 ) 620,624 Operating (Loss) Income (117 ) 85,657 15,008 29,518 — 130,066 Interest Expense (Income), Net 39,984 (8,509 ) 10,034 25,553 — 67,062 Other Expense (Income), Net 886 3,456 (20 ) (16,259 ) — (11,937 ) (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (40,987 ) 90,710 4,994 20,224 — 74,941 Provision (Benefit) for Income Taxes — 9,070 1,866 964 — 11,900 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (103,761 ) (22,374 ) (1,371 ) (3,128 ) 130,634 — Net Income (Loss) 62,774 104,014 4,499 22,388 (130,634 ) 63,041 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 267 — 267 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 62,774 $ 104,014 $ 4,499 $ 22,121 $ (130,634 ) $ 62,774 Net Income (Loss) $ 62,774 $ 104,014 $ 4,499 $ 22,388 $ (130,634 ) $ 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) 85,531 127,379 6,949 47,708 (181,282 ) 86,285 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 754 — 754 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 85,531 $ 127,379 $ 6,949 $ 46,954 $ (181,282 ) $ 85,531 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended March 31, 2017 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 349,351 $ 32,006 $ 190,922 $ — $ 572,279 Service — 218,209 16,050 132,338 — 366,597 Intercompany revenues — 1,097 — 22,342 (23,439 ) — Total Revenues — 568,657 48,056 345,602 (23,439 ) 938,876 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 239,329 7,550 179,828 — 426,707 Selling, general and administrative 79 162,705 3,561 73,821 — 240,166 Intercompany cost of sales — 6,606 15,736 1,097 (23,439 ) — Depreciation and amortization 46 76,161 4,238 44,262 — 124,707 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (548 ) 2 87 — (459 ) Total Operating Expenses 125 484,253 31,087 299,095 (23,439 ) 791,121 Operating (Loss) Income (125 ) 84,404 16,969 46,507 — 147,755 Interest Expense (Income), Net 42,784 (3,279 ) 11,670 34,880 — 86,055 Other Expense (Income), Net 81 2,519 (27 ) (8,937 ) — (6,364 ) (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (42,990 ) 85,164 5,326 20,564 — 68,064 Provision (Benefit) for Income Taxes — 12,744 (3,488 ) (36 ) — 9,220 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (101,115 ) (23,413 ) (157 ) (8,814 ) 133,499 — Income (Loss) from Continuing Operations 58,125 95,833 8,971 29,414 (133,499 ) 58,844 Income (Loss) from Discontinued Operations, Net of Tax — 198 — (535 ) — (337 ) Net Income (Loss) 58,125 96,031 8,971 28,879 (133,499 ) 58,507 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 382 — 382 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 58,125 $ 96,031 $ 8,971 $ 28,497 $ (133,499 ) $ 58,125 Net Income (Loss) $ 58,125 $ 96,031 $ 8,971 $ 28,879 $ (133,499 ) $ 58,507 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (1,072 ) — 635 51,221 — 50,784 Equity in Other Comprehensive Income (Loss) of Subsidiaries 52,406 28,540 287 635 (81,868 ) — Total Other Comprehensive Income (Loss) 51,334 28,540 922 51,856 (81,868 ) 50,784 Comprehensive Income (Loss) 109,459 124,571 9,893 80,735 (215,367 ) 109,291 Comprehensive (Loss) Income Attributable to Noncontrolling Interests — — — (168 ) — (168 ) Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 109,459 $ 124,571 $ 9,893 $ 80,903 $ (215,367 ) $ 109,459 CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (48,737 ) $ 121,636 $ 6,477 $ 1,742 $ — $ 81,118 Cash Flows from Investing Activities: Capital expenditures — (61,886 ) (1,007 ) (17,959 ) — (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 (36,167 ) (877 ) (39,835 ) (195,259 ) (107,281 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt (8,463 ) (1,422,545 ) (383,896 ) (569,311 ) — (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 — (167,514 ) (1,111 ) (29,804 ) 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 ) (87,975 ) (14,191 ) 41,885 195,259 19,261 Effect of exchange rates on cash and cash equivalents — — (608 ) (2,926 ) — (3,534 ) Increase (Decrease) in cash and cash equivalents 403 (2,506 ) (9,199 ) 866 — (10,436 ) Cash and cash equivalents, beginning of period 151 7,803 13,182 107,245 — 128,381 Cash and cash equivalents, end of period $ 554 $ 5,297 $ 3,983 $ 108,111 $ — $ 117,945 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Three Months Ended March 31, 2017 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (41,288 ) $ 136,411 $ 5,291 $ 21,760 $ — $ 122,174 Cash Flows from Operating Activities—Discontinued Operations — 198 (535 ) — — (337 ) Cash Flows from Operating Activities (41,288 ) 136,609 4,756 21,760 — 121,837 Cash Flows from Investing Activities: Capital expenditures — (53,175 ) (2,555 ) (17,472 ) — (73,202 ) Cash paid for acquisitions, net of cash acquired — (6,380 ) — (5,807 ) — (12,187 ) Intercompany loans to subsidiaries (1,187 ) (72,807 ) — (478 ) 74,472 — Investment in subsidiaries (16,170 ) — — — 16,170 — Acquisitions of customer relationships and customer inducements — (20,653 ) (271 ) (479 ) — (21,403 ) Net proceeds from Iron Mountain Divestments (see Note 10) — — — 2,423 — 2,423 Proceeds from sales of property and equipment and other, net (including real estate) — 93 2 (29 ) — 66 Cash Flows from Investing Activities—Continuing Operations (17,357 ) (152,922 ) (2,824 ) (21,842 ) 90,642 (104,303 ) Cash Flows from Investing Activities—Discontinued Operations — — — — — — Cash Flows from Investing Activities (17,357 ) (152,922 ) (2,824 ) (21,842 ) 90,642 (104,303 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt (31,733 ) (1,495,558 ) (71 ) (1,154,986 ) — (2,682,348 ) Proceeds from revolving credit and term loan facilities and other debt 94,811 1,423,653 — 1,196,319 — 2,714,783 Borrowings (payments) under cash pools — 138,693 — 47,129 (185,822 ) — Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — 10,668 — 10,668 Intercompany loans from parent — (9,305 ) (12,680 ) 96,457 (74,472 ) — Equity contribution from parent — — — 16,170 (16,170 ) — Parent cash dividends (2,060 ) — — — — (2,060 ) Net payments associated with employee stock-based awards (4,308 ) — — — — (4,308 ) Payment of debt financing and stock issuance costs — — (73 ) — — (73 ) Cash Flows from Financing Activities—Continuing Operations 56,710 57,483 (12,824 ) 211,757 (276,464 ) 36,662 Cash Flows from Financing Activities—Discontinued Operations — — — — — — Cash Flows from Financing Activities 56,710 57,483 (12,824 ) 211,757 (276,464 ) 36,662 Effect of exchange rates on cash and cash equivalents — — (455 ) 5,403 — 4,948 (Decrease) Increase in cash and cash equivalents (1,935 ) 41,170 (11,347 ) 217,078 (185,822 ) 59,144 Cash and cash equivalents, beginning of period 2,405 23,380 17,110 193,589 — 236,484 Cash and cash equivalents, end of period $ 470 $ 64,550 $ 5,763 $ 410,667 $ (185,822 ) $ 295,628 |