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 March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, the CAD Notes, the GBP Notes, and the 5 3 / 8 % 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 Iron Mountain Canada Operations ULC ("Canada Company"), the GBP Notes, which were issued by Iron Mountain (UK) PLC ("IM UK"), and the 5 3 / 8 % Notes, which were issued by Iron Mountain US Holdings, Inc., which is one of the Guarantors. Canada Company and IM UK 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 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 or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Condensed Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) with respect to the relevant Parent, Guarantors, Non-Guarantors and Eliminations columns also would change. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2019 Parent Guarantors Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents(1) $ 11 $ 122,114 $ 109,991 $ (70,641 ) $ 161,475 Accounts receivable — 37,598 799,923 — 837,521 Intercompany receivable — 1,032,582 — (1,032,582 ) — Prepaid expenses and other — 110,223 100,660 (29 ) 210,854 Total Current Assets 11 1,302,517 1,010,574 (1,103,252 ) 1,209,850 Property, Plant and Equipment, Net 168 2,999,744 1,525,671 — 4,525,583 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 5,009,984 — — (5,009,984 ) — Investment in subsidiaries 1,926,435 1,017,247 — (2,943,682 ) — Goodwill — 2,857,855 1,607,523 — 4,465,378 Operating lease right-of-use assets — 895,920 895,616 — 1,791,536 Other 5 976,403 720,608 — 1,697,016 Total Other Assets, Net 6,936,424 5,747,425 3,223,747 (7,953,666 ) 7,953,930 Total Assets $ 6,936,603 $ 10,049,686 $ 5,759,992 $ (9,056,918 ) $ 13,689,363 Liabilities and Equity Intercompany Payable $ 729,843 $ — $ 302,739 $ (1,032,582 ) $ — Debit Balances Under Cash Pools — — 70,641 (70,641 ) — Current Portion of Long-Term Debt — 55,940 69,231 (29 ) 125,142 Total Other Current Liabilities (includes current portion of operating lease liabilities) 224,825 632,699 532,467 — 1,389,991 Long-Term Debt, Net of Current Portion 4,218,887 2,212,686 1,934,164 — 8,365,737 Long-Term Operating Lease Liabilities, Net of Current Portion — 832,007 824,652 — 1,656,659 Long-Term Notes Payable to Affiliates and Intercompany Payable — 5,009,984 — (5,009,984 ) — Other Long-term Liabilities 3,647 51,575 262,776 — 317,998 Commitments and Contingencies (See Note 7) Redeemable Noncontrolling Interests — — 73,102 — 73,102 Total Iron Mountain Incorporated Stockholders' Equity 1,759,401 1,254,795 1,688,887 (2,943,682 ) 1,759,401 Noncontrolling Interests — — 1,333 — 1,333 Total Equity 1,759,401 1,254,795 1,690,220 (2,943,682 ) 1,760,734 Total Liabilities and Equity $ 6,936,603 $ 10,049,686 $ 5,759,992 $ (9,056,918 ) $ 13,689,363 ______________________________________________________________ (1) Included within Cash and Cash Equivalents at March 31, 2019 is approximately $76,000 and $0 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) December 31, 2018 Parent Guarantors Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents(1) $ 132 $ 61,650 $ 169,318 $ (65,615 ) $ 165,485 Accounts receivable — 47,900 798,989 — 846,889 Intercompany receivable — 818,463 — (818,463 ) — Prepaid expenses and other 93 108,879 86,797 (29 ) 195,740 Total Current Assets 225 1,036,892 1,055,104 (884,107 ) 1,208,114 Property, Plant and Equipment, Net 190 3,002,104 1,487,263 — 4,489,557 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,954,686 — — (4,954,686 ) — Investment in subsidiaries 1,885,174 1,006,144 — (2,891,318 ) — Goodwill — 2,858,539 1,582,491 — 4,441,030 Other — 979,483 734,063 — 1,713,546 Total Other Assets, Net 6,839,860 4,844,166 2,316,554 (7,846,004 ) 6,154,576 Total Assets $ 6,840,275 $ 8,883,162 $ 4,858,921 $ (8,730,111 ) $ 11,852,247 Liabilities and Equity Intercompany Payable $ 462,927 $ — $ 355,536 $ (818,463 ) $ — Debit Balances Under Cash Pools — 10,612 55,003 (65,615 ) — Current Portion of Long-Term Debt — 63,703 62,732 (29 ) 126,406 Total Other Current Liabilities 268,373 616,826 451,073 — 1,336,272 Long-Term Debt, Net of Current Portion 4,223,822 1,877,649 1,914,946 — 8,016,417 Long-Term Notes Payable to Affiliates and Intercompany Payable — 4,954,686 — (4,954,686 ) — Other Long-term Liabilities 973 115,994 300,064 — 417,031 Commitments and Contingencies (See Note 7) Redeemable Noncontrolling Interests — — 70,532 — 70,532 Total Iron Mountain Incorporated Stockholders' Equity 1,884,180 1,243,692 1,647,626 (2,891,318 ) 1,884,180 Noncontrolling Interests — — 1,409 — 1,409 Total Equity 1,884,180 1,243,692 1,649,035 (2,891,318 ) 1,885,589 Total Liabilities and Equity $ 6,840,275 $ 8,883,162 $ 4,858,921 $ (8,730,111 ) $ 11,852,247 ______________________________________________________________ (1) Included within Cash and Cash Equivalents at December 31, 2018 is approximately $57,200 and $12,700 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2019 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 403,741 $ 259,233 $ — $ 662,974 Service — 239,693 151,196 — 390,889 Intercompany revenues — 1,154 4,923 (6,077 ) — Total Revenues — 644,588 415,352 (6,077 ) 1,053,863 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 263,137 198,407 — 461,544 Intercompany — 4,923 1,154 (6,077 ) — Selling, general and administrative 87 187,822 82,650 — 270,559 Depreciation and amortization 23 102,954 59,506 — 162,483 (Gain) Loss on disposal/write-down of property, plant and equipment, net — 574 28 — 602 Total Operating Expenses 110 559,410 341,745 (6,077 ) 895,188 Operating (Loss) Income (110 ) 85,178 73,607 — 158,675 Interest Expense (Income), Net(1) 49,625 4,057 48,754 — 102,436 Other Expense (Income), Net 182 527 14,501 — 15,210 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (49,917 ) 80,594 10,352 — 41,029 Provision (Benefit) for Income Taxes — 1,301 9,252 — 10,553 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (79,478 ) 4,158 — 75,320 — Income (Loss) from Continuing Operations 29,561 75,135 1,100 (75,320 ) 30,476 (Loss) Income from Discontinued Operations, Net of Tax — (24 ) — — (24 ) Net Income (Loss) 29,561 75,111 1,100 (75,320 ) 30,452 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — 891 — 891 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 29,561 $ 75,111 $ 209 $ (75,320 ) $ 29,561 Net Income (Loss) $ 29,561 $ 75,111 $ 1,100 $ (75,320 ) $ 30,452 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments 6,141 — 12,050 — 18,191 Change in fair value of interest rate swap agreements (2,674 ) — — — (2,674 ) Equity in Other Comprehensive (Loss) Income of Subsidiaries 11,237 7,156 — (18,393 ) — Total Other Comprehensive Income (Loss) 14,704 7,156 12,050 (18,393 ) 15,517 Comprehensive Income (Loss) 44,265 82,267 13,150 (93,713 ) 45,969 Comprehensive (Loss) Income Attributable to Noncontrolling Interests — — 1,704 — 1,704 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 44,265 $ 82,267 $ 11,446 $ (93,713 ) $ 44,265 _____________________________________________________________ (1) Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended March 31, 2018 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 396,476 $ 254,673 $ — $ 651,149 Service — 230,230 161,079 — 391,309 Intercompany revenues — 1,205 4,491 (5,696 ) — Total Revenues — 627,911 420,243 (5,696 ) 1,042,458 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 246,163 202,558 — 448,721 Intercompany cost of sales — 4,491 1,205 (5,696 ) — Selling, general and administrative 43 185,348 84,339 — 269,730 Depreciation and amortization 33 102,446 58,099 — 160,578 (Gain) Loss on disposal/write-down of property, plant and equipment, net — (356 ) (774 ) — (1,130 ) Total Operating Expenses 76 538,092 345,427 (5,696 ) 877,899 Operating (Loss) Income (76 ) 89,819 74,816 — 164,559 Interest Expense (Income), Net(1) 49,941 (1,508 ) 49,193 — 97,626 Other (Income) Expense, Net (1,157 ) 1,560 19,748 — 20,151 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes (48,860 ) 89,767 5,875 — 46,782 (Benefit) Provision for Income Taxes — (6,712 ) 7,880 — 1,168 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (93,544 ) 2,865 — 90,679 — Income (Loss) from Continuing Operations 44,684 93,614 (2,005 ) (90,679 ) 45,614 (Loss) Income from Discontinued Operations — (422 ) (40 ) — (462 ) Net Income (Loss) 44,684 93,192 (2,045 ) (90,679 ) 45,152 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — 468 — 468 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 44,684 $ 93,192 $ (2,513 ) $ (90,679 ) $ 44,684 Net Income (Loss) $ 44,684 $ 93,192 $ (2,045 ) $ (90,679 ) $ 45,152 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (5,635 ) — 37,286 — 31,651 Change in fair value of interest rate swap agreements (185 ) — — — (185 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 35,732 38,336 — (74,068 ) — Total Other Comprehensive Income (Loss) 29,912 38,336 37,286 (74,068 ) 31,466 Comprehensive Income (Loss) 74,596 131,528 35,241 (164,747 ) 76,618 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — 2,027 — 2,027 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 74,596 $ 131,528 $ 33,214 $ (164,747 ) $ 74,591 _____________________________________________________________ (1) Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2019 Parent Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (68,310 ) $ 116,235 $ 69,142 $ — $ 117,067 Cash Flows from Operating Activities—Discontinued Operations — — — — — Cash Flows from Operating Activities (68,310 ) 116,235 $ 69,142 $ — $ 117,067 Cash Flows from Investing Activities: Capital expenditures — (84,766 ) (99,999 ) — (184,765 ) Cash paid for acquisitions, net of cash acquired — (9,508 ) (29,915 ) — (39,423 ) Intercompany loans to subsidiaries 252,175 22,859 — (275,034 ) — Acquisitions of customer relationships, customer inducements and data center lease-based intangibles — (49,301 ) (18,611 ) — (67,912 ) Investments in joint ventures (see Note 9) — (19,222 ) — — (19,222 ) Proceeds from sales of property and equipment and other, net — 36 69 — 105 Cash Flows from Investing Activities—Continuing Operations 252,175 (139,902 ) (148,456 ) (275,034 ) (311,217 ) Cash Flows from Investing Activities—Discontinued Operations — — — — — Cash Flows from Investing Activities 252,175 (139,902 ) (148,456 ) (275,034 ) (311,217 ) Cash Flows from Financing Activities: Repayment of revolving credit facility, term loan facilities and other debt — (410,563 ) (940,679 ) — (1,351,242 ) Proceeds from revolving credit facility, term loan facilities and other debt — 734,243 989,219 — 1,723,462 Debit (payments) balances under cash pools — (10,612 ) 15,638 (5,026 ) — Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net — — (498 ) — (498 ) Intercompany loans from parent — (228,937 ) (46,097 ) 275,034 — Parent cash dividends (178,023 ) — — — (178,023 ) Net (payments) proceeds associated with employee stock-based awards (5,963 ) — — — (5,963 ) Cash Flows from Financing Activities—Continuing Operations (183,986 ) 84,131 17,583 270,008 187,736 Cash Flows from Financing Activities—Discontinued Operations — — — — — Cash Flows from Financing Activities (183,986 ) 84,131 17,583 270,008 187,736 Effect of exchange rates on cash and cash equivalents — — 2,404 — 2,404 (Decrease) Increase in cash and cash equivalents (121 ) 60,464 (59,327 ) (5,026 ) (4,010 ) Cash and cash equivalents, including Restricted Cash, beginning of period 132 61,650 169,318 (65,615 ) 165,485 Cash and cash equivalents, including Restricted Cash, $ 11 $ 122,114 $ 109,991 $ (70,641 ) $ 161,475 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Parent Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (66,516 ) $ 96,674 $ 61,410 $ — $ 91,568 Cash Flows from Operating Activities—Discontinued Operations — — — — — Cash Flows from Operating Activities (66,516 ) 96,674 61,410 — 91,568 Cash Flows from Investing Activities: Capital expenditures — (62,148 ) (33,457 ) — (95,605 ) Cash paid for acquisitions, net of cash acquired — (1,315,549 ) (113,425 ) — (1,428,974 ) Intercompany loans to subsidiaries 157,737 208,443 — (366,180 ) — Acquisitions of customer relationships, customer inducements and data center lease-based intangibles — (11,874 ) (6,172 ) — (18,046 ) Proceeds from sales of property and equipment and other, net — (19,466 ) 79 — (19,387 ) Cash Flows from Investing Activities—Continuing Operations 157,737 (1,200,594 ) (152,975 ) (366,180 ) (1,562,012 ) Cash Flows from Investing Activities—Discontinued Operations — — — — — Cash Flows from Investing Activities 157,737 (1,200,594 ) (152,975 ) (366,180 ) (1,562,012 ) Cash Flows from Financing Activities: Repayment of revolving credit facility, term loan facilities and other debt — (2,308,119 ) (2,102,537 ) — (4,410,656 ) Proceeds from revolving credit facility, term loan facilities and other debt — 3,067,988 2,428,503 — 5,496,491 Debit (payments) balances under cash pools — (51,946 ) (11,733 ) 63,679 — Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net — — (561 ) — (561 ) Intercompany loans from parent — (154,184 ) (211,996 ) 366,180 — Parent cash dividends (169,006 ) — — — (169,006 ) Net (payments) proceeds associated with employee stock-based awards (5,950 ) — — — (5,950 ) Net proceeds associated with the Over-Allotment Option exercise 76,192 — — — 76,192 Net proceeds associated with the At the Market (ATM) Program 8,716 — — — 8,716 Payment of debt financing and stock issuance costs (412 ) (9,075 ) (487 ) — (9,974 ) Cash Flows from Financing Activities—Continuing Operations (90,460 ) 544,664 101,189 429,859 985,252 Cash Flows from Financing Activities—Discontinued Operations — — — — — Cash Flows from Financing Activities (90,460 ) 544,664 101,189 429,859 985,252 Effect of exchange rates on cash and cash equivalents — — 1,984 — 1,984 Increase (Decrease) in cash and cash equivalents 761 (559,256 ) 11,608 63,679 (483,208 ) Cash and cash equivalents, including Restricted Cash, beginning of period 2,433 634,317 383,675 (94,726 ) 925,699 Cash and cash equivalents, including Restricted Cash, end of period $ 3,194 $ 75,061 $ 395,283 $ (31,047 ) $ 442,491 |