SecProbe.io

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 April 8, 2025

Mr. Barry Hytinen
Executive Vice President and Chief Financial Officer
IRON MOUNTAIN INC
85 New Hampshire Avenue, Suite 150
Portsmouth, New Hampshire 03801

 Re: IRON MOUNTAIN INC
 Form 10-K for the Year Ended December 31, 2024
 Filed February 14, 2025
 File No. 001-13045
Dear Mr. Barry Hytinen:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Keely Stewart
</TEXT>
</DOCUMENT>

CORRESP
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 Document Table of Contents Part IV IRON MOUNTAIN INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2024 (In thousands, except share and per share data) 11. SEGMENT INFORMATION Our Chief Operating Decision Maker (“CODM”), our President and CEO, uses Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments. The CODM uses Adjusted EBITDA to ensure that resources, including capital, are allocated strategically to support our strategy. Other significant expenses regularly provided to the CODM include total Restructuring and other transformation costs, as disclosed in Note 13. As of December 31, 2024, our two reportable segments are described as follows: (1) Global Records and Information Management ("Global RIM") Business includes several distinct offerings: (i) Records Management, which stores physical records and provides information services, vital records services, courier operations, and the collection, handling and disposal of sensitive documents ("Records Management") for customers in 61 countries around the globe. (ii) Data Management, which provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations, server and computer backup services and related services offerings ("Data Management"). (iii) Global Digital Solutions, which develops, implements and supports comprehensive storage and information management solutions for the complete lifecycle of our customers’ information, including the management of physical records, conversion of documents to digital formats and digital storage of information. In August 2024, we launched the Insight Digital Experience Platform (also referred to as DXP), a secure, software-as-a-service platform designed to automate customer workflows, enhance data accessibility, ensure audit compliance and optimize customer data for artificial intelligence applications. (iv) Secure Shredding, which includes the scheduled pick-up of office records that customers accumulate in specially designed secure containers we provide and is a natural extension of our hardcopy records management operations, completing the lifecycle of a record. Through a combination of shredding facilities and mobile shredding units consisting of custom built trucks, we are able to offer secure shredding services to our customers. (v) Media and Archive Services, which includes entertainment and media services, which help industry clients store, safeguard and deliver physical media of all types, and provides digital content repository systems that house, distribute and archive key media assets. (vi) Consumer Storage, which provides on-demand, valet storage for consumers utilizing data analytics and machine learning to provide effective customer acquisition and a convenient and seamless consumer storage experience. (2) Global Data Center Business, which provides enterprise-class data center facilities and hyperscale-ready capacity to protect mission-critical assets and ensure the continued operation of our customers’ IT infrastructure, with secure, reliable and flexible data center options. The remaining activities of our business consist primarily of our ALM and Fine Arts businesses and Corporate and Other. (i) ALM provides hyperscale and corporate IT infrastructure managers with services and solutions that enable the decommissioning, data erasure, processing and disposition, and recycling or sale of IT hardware and component assets. ALM services are enabled by: secure logistics, chain of custody and complete asset traceability practices, environmentally-responsible asset processing and recycling, and data sanitization and asset refurbishment services that enable value recovery through asset remarketing. In addition, ALM also offers workplace IT asset management services including storage, configuration, deployment, device support, end-of-life disposition and recycling or sale of employee IT devices. Our ALM services focus on protecting and eradicating customer data while maintaining strong, auditable and transparent chain of custody practices. (ii) Fine Arts provides technical expertise in the handling, installation and storing of art. IRON MOUNTAIN 2024 FORM 10-K 1 Table of Contents Part IV (iii) Corporate and Other also includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole. 2 IRON MOUNTAIN 2024 FORM 10-K Table of Contents IRON MOUNTAIN INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2024 (In thousands, except share and per share data) 11. SEGMENT INFORMATION (CONTINUED) The accounting policies of our reportable segments are the same as those described in Note 2. An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows: GLOBAL RIM BUSINESS GLOBAL DATA CENTER BUSINESS TOTAL REPORTABLE SEGMENTS CORPORATE AND OTHER TOTAL CONSOLIDATED As of and for the Year Ended December 31, 2024 Total Revenues $    4,979,438 $    620,028 $    5,599,466 $    550,443 $    6,149,909 Storage Rental 3,009,094 606,294 3,615,388 66,871 3,682,259 Service 1,970,344 13,734 1,984,078 483,572 2,467,650 Other Reportable Segment Expenses (1 ) Items (1 ) 2,756,321 337,515 3,093,836 Adjusted EBITDA 2,223,117 282,513 2,505,630 Total Assets (2) 10,408,885 6,060,608 16,469,493 2,247,622 18,717,115 As of and for the Year Ended December 31, 2023 Total Revenues $    4,661,776 $    495,026 $    5,156,802 $    323,487 $    5,480,289 Storage Rental 2,834,352 474,066 3,308,418 62,227 3,370,645 Service 1,827,424 20,960 1,848,384 261,260 2,109,644 Other Reportable Segment Expenses (1 ) Items (1 ) 2,634,739 279,081 2,913,820 Adjusted EBITDA 2,027,037 215,945 2,242,982 Total Assets (2) 10,876,225 4,788,600 15,664,825 1,808,977 17,473,802 As of and for the Year Ended December 31, 2022 Total Revenues $    4,295,115 $    401,125 $    4,696,240 $    407,334 $    5,103,574 Storage Rental 2,606,721 372,208 2,978,929 55,094 3,034,023 Service 1,688,394 28,917 1,717,311 352,240 2,069,551 Other Reportable Segment Expenses (1 ) Items (1 ) 2,407,526 225,503 2,633,029 Adjusted EBITDA 1,887,589 175,622 2,063,211 Total Assets (2) 10,654,650 3,752,088 14,406,738 1,733,776 16,140,514 (1) Primarily r R elates to Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the respective reportable segment. The CODM does not regularly review disaggregated expense information included within “Other Segment Items” for any individual segments but may review consolidated Cost of sales (excluding depreciation and amortization) and consolidated Selling, general and administrative expense information to manage the business . (2) Excludes all intercompany receivables or payables and investment in subsidiary balances. IRON MOUNTAIN 2024 FORM 10-K 3 Table of Contents Part IV Part IV IRON MOUNTAIN INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2024 (In thousands, except share and per share data) 11. SEGMENT INFORMATION (CONTINUED) A reconciliation of Adjusted EBITDA for our reportable segments to total Net Income (Loss) Before Provision (Benefit) for Income Taxes for the years ended December 31, 2024, 2023 and 2022 is as follows: YEAR ENDED DECEMBER 31, 2024 2023 2022 Total Adjusted EBITDA for Reportable Segments $    2,505,630 $    2,242,982 $    2,063,211 Add/(Deduct): Corporate and other (269,250) (281,305) (236,154) Interest expense, net (721,559) (585,932) (488,014) Depreciation and amortization (900,905) (776,159) (727,595) Acquisition and Integration Costs (35,842) (25,875) (47,746) Restructuring and other transformation (161,359) (175,215) (41,933) (Loss) gain on disposal/write-down of property, plant and equipment, net (including real estate) (6,196) 12,825 93,268 Other (expense) income, net, excluding our share of losses (gains) from our unconsolidated joint ventures (39,159) (98,891) 83,268 Stock-based compensation expense (118,138) (73,799) (56,861) Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures (8,684) (11,425) (9,806) Total Net Income (Loss) Before Provision (Benefit) for Income Taxes $    244,538 $    227,206 $    631,638 4 IRON MOUNTAIN 2024 FORM 10-K Table of Contents IRON MOUNTAIN INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2024 (In thousands, except share and per share data) 11. SEGMENT INFORMATION (CONTINUED) Information as to our operations in different geographical areas for the years ended December 31, 2024, 2023 and 2022 is as follows: YEAR ENDED DECEMBER 31, 2024    2023    2022 Revenues: United States $    4,008,402 $    3,507,134 $    3,262,755 United Kingdom 426,462 393,917 332,556 Canada 303,184 279,325 270,836 Remaining Countries 1,411,861 1,299,913 1,237,427 Long-lived Assets: United States $    11,399,912 $    9,492,911 $    8,925,643 United Kingdom 1,419,582 1,315,715 1,062,641 Canada 612,581 498,511 514,777 Remaining Countries 3,593,818 4,431,120 4,090,308 Information as to our revenues by product and service lines by segment for the years ended December 31, 2024, 2023 and 2022 is as follows: GLOBAL RIM BUSINESS GLOBAL DATA CENTER BUSINESS CORPORATE AND OTHER TOTAL CONSOLIDATED For the Year Ended December 31, 2024 Records Management (1) $    3,899,109 $    — $    162,366 $    4,061,475 Data Management (1) 515,306 — — 515,306 Information Destruction (1)(2)(3) 565,023 — 388,077 953,100 Data Center (1) — 620,028 — 620,028 For the Year Ended December 31, 2023 Records Management (1) $    3,625,264 $    — $    146,389 $    3,771,653 Data Management (1) 520,194 — — 520,194 Information Destruction (1)(2)(3) 516,318 — 177,098 693,416 Data Center (1) — 495,026 — 495,026 For the Year Ended December 31, 2022 Records Management (1) $    3,287,237 $    — $    137,845 $    3,425,082 Data Management (1) 510,107 — 185 510,292 Information Destruction (1)(2)(3) 497,771 — 269,304 767,075 Data Center (1) — 401,125 — 401,125 (1) Each of these offerings has a component of revenue that is storage rental related and a component that is service related, except for information destruction, which does not have a storage rental component. (2) Information destruction revenue for our Global RIM Business includes secure shredding services. (3) Information destruction revenue for Corporate and Other includes product revenue from our ALM business. IRON MOUNTAIN 2024 FORM 10-K 5

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 March 25, 2025

Mr. Barry Hytinen
Executive Vice President and Chief Financial Officer
IRON MOUNTAIN INC
85 New Hampshire Avenue, Suite 150
Portsmouth, New Hampshire 03801

 Re: IRON MOUNTAIN INC
 Form 10-K for the Year Ended December 31, 2024 Filed February 14,
2025
 File No. 001-13045
Dear Mr. Barry Hytinen:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2024 Filed February 14, 2025
Notes to Consolidated Financial Statements
11. Segment Information, page 118

1. We note your chief operating decision maker (CODM) uses Adjusted EBITDA
as the
 basis for evaluating the performance and allocating resources to
operating segments.
 We also note your footnote 1 on page 119, that Other Reportable
Segment Expenses
 primarily relates to Cost of sales (excluding depreciation and
amortization) and
 Selling, general and administrative expenses for the respective
reportable segment.
 We also note your disclosure on page 118 that [o]ther significant
expenses regularly
 provided to the CODM include total Restructuring and other
transformation costs
 Please tell us whether Other Reportable Segment Expenses
represents other
 segment items disclosed pursuant to ASC 280-10-50-26B and 50-26C, and if
so, how
 the Company has explained the nature of the expense information the CODM
uses to
 manage operations as required by ASC 280-10-50-26C. See also ASC
280-10-55-
 15G.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 March 25, 2025
Page 2

of action by the staff.

 Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Keely Stewart
</TEXT>
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United States securities and exchange commission logo
October 24, 2022
William L. Meaney
Chief Executive Officer
Iron Mountain Inc.
One Federal Street
Boston, Massachusetts 02110
Re:Iron Mountain Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 31, 2022
File No. 001-13045
Dear William L. Meaney:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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September 19, 2022

Via EDGAR

Jennifer Gowetski

Amanda Ravitz

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Iron Mountain Incorporated

Definitive Proxy Statement on Schedule 14A

Filed March 31, 2022

File No. 001-13045

Dear Mses. Gowetski and Ravitz,

The purpose of this letter is to respond to your letter of August 31,
2022 (the “Letter”).

I am writing to confirm that, to the extent applicable, Iron Mountain
Incorporated (the “Company”) will enhance its future proxy disclosure in accordance with the topics discussed in the Letter
as well as with respect to any material developments to the Company’s risk oversight structure, in each case, in accordance with
Item 407(h) of Regulation S-K.

    Sincerely,

    IRON MOUNTAIN INCORPORATED

    By:

    William L. Meaney

    President and Chief Executive Officer

United States securities and exchange commission logo
August 31, 2022
William L. Meaney
Chief Executive Officer
Iron Mountain Inc.
One Federal Street
Boston, Massachusetts 02110
Re:Iron Mountain Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 31, 2022
File No. 001-13045
Dear Mr. Meaney:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 31, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Independent Chairman plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your
Independent Chairman may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameWilliam L. Meaney
 Comapany NameIron Mountain Inc.
 August 31, 2022 Page 2
 FirstName LastName
William L. Meaney
Iron Mountain Inc.
August 31, 2022
Page 2

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

Mailstop 3233

August 29 , 2017

Via E -Mail
Stuart B. Brown
Executive Vice President and Chief Financial Officer
Iron Mountain Incorporated
One Federal Street
Boston, MA  02110

Re: Iron Mountain Incorporated
 Form 10 -K for the fiscal year ended December 31, 2016
Filed February 23, 2017
 Form 10 -Q for the interim period ended June 30, 201 7
Filed July 28 , 2017
File No. 1 -13045

Dear Mr. Brown:

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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		Document

August 15, 2017

Via EDGAR

Ms. Kristi Marrone

Staff Accountant

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

RE:

 Iron Mountain Incorporated

 Form 10-K for the fiscal year ended December 31, 2016

 Filed February 23, 2017

 Form 10-Q for the interim period ended June 30, 2017 (the “Form 10-Q”)

 Filed July 28, 2017

 File No. 1-13045

Dear Ms. Marrone:

The purpose of this letter is to respond to your letter of August 8, 2017. For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses. References within our responses to “the Company”, “we” or “our” refer to Iron Mountain Incorporated.

Form 10-K for the fiscal year ended December 31, 2016

Item 2. Properties, page 26

1.

 We note your response to prior comment 1. Please consider disclosing Total Building Utilization and Total Racking Utilization on a disaggregated basis by geographic area, thereby furnishing investors greater visibility into the impact of storage rental leasing trends within your portfolio or tell us why you believe such disclosure would not be meaningful to investors.

Response:

1.

 The Company will disclose within Item 2. Properties, beginning with our Form 10-K as of and for the year ending December 31, 2017, disclosure regarding the Total Building Utilization and Total Racking Utilization of our real estate portfolio related to our records and information management and data management facilities on a disaggregated basis by geographic area (specifically, North America, Europe, Asia and Latin America).

Ms. Kristi Marrone

August 15, 2017

Page 2

Schedule III – Schedule of Real Estate and Accumulated Depreciation, page 159

2.

 We note your response to prior comment 4. Given the significance of the reconciling items, please confirm that they will be quantified as part of your proposed disclosure.

Response:

2.

 We confirm that, in future annual filings in which Schedule III is presented, beginning with our Form 10-K as of and for the year ending December 31, 2017, the Company will disclose, in an introductory paragraph to Schedule III: (i) a reconciliation including the nature and amount of the significant reconciling items between the gross carrying amount of real estate assets per Schedule III and the historical book value of real estate assets disclosed in our significant accounting policy footnote pertaining to property, plant and equipment (a component of Note 2 to Notes to Consolidated Financial Statements, Summary of Significant Accounting Policies) and (ii) a reconciliation including the nature and amount of the significant reconciling items between the accumulated depreciation of real estate assets per Schedule III and the total accumulated depreciation of property, plant and equipment per our Consolidated Balance Sheet, in order to better inform users of our financial statements of the significant reconciling items between amounts reported in Schedule III and elsewhere in our annual report.

Form 10-Q for the interim period ended June 30, 2017

(10) Divestments, page 47

3.

 We note on May 30, 2017 your records and information management operations in Russia and Ukraine were sold to OSG Records Management (Europe) Limited for a 25% interest in OSG. Please address the following:

a.

 clarify how you determined the amount of the gain on sale recognized, given the $39.8 million gain exceeded the fair value of the consideration received which you indicate was $18 million, and provide an analysis of the accounting guidance relied upon when making this determination;

b.

 tell us how you calculated the $18 million fair value of the 25% interest in OSG received in consideration for such sale; and

c.

 detail whether any such gain was deferred and the basis of your conclusion, including the accounting guidance relied upon.

Ms. Kristi Marrone

August 15, 2017

Page 3

Response:

3.

 On May 30, 2017, Iron Mountain EES Holdings Ltd (“IM EES”), a consolidated subsidiary of the Company, sold our records and information management operations in Russia (the “Russia Business”) and Ukraine (the “Ukraine Business” and, together with the Russia Business, the “Russia and Ukraine Businesses”) to OSG Records Management (Europe) Limited (“OSG”) in a stock transaction (the “Russia and Ukraine Divestment”). As consideration for the Russia and Ukraine Divestment, IM EES received a 25% equity interest in OSG (the “OSG Investment”).

In determining the appropriate accounting for this transaction, the Company addressed the following accounting considerations, which are discussed in the succeeding sections in greater detail:

(A)

 Did the Russia and Ukraine Businesses constitute a business or a group of assets (including in substance real estate assets)?

(B)

 Should the Russia and Ukraine Businesses be deconsolidated upon the closing of the Russia and Ukraine Divestment?

(C)

 Based upon the conclusions for (A) and (B) above, what is the appropriate accounting for the gain on sale resulting from the Russia and Ukraine Divestment?

A. Business Conclusion

In determining the appropriate accounting for the Russia and Ukraine Divestment, we first assessed whether our Russia and Ukraine Businesses met the definition of a business in accordance with Accounting Standards Codification (“ASC”) No. 805-10-55-4 (“ASC 805-10”). ASC 805-10 states that, “A business consists of inputs and processes applied to those inputs that have the ability to create outputs.” We concluded that our Russia and Ukraine Businesses each had inputs, processes applied to those inputs and outputs and, therefore, we concluded that the Russia and Ukraine Businesses met the definition of a business under ASC 805-10. Accordingly, if the deconsolidation of the Russia and Ukraine Businesses was appropriate upon the closing of the Russia and Ukraine Divestment, such deconsolidation would be accounted for as a sale of a business in accordance with ASC No. 810-10-40, Consolidation - Derecognition ("ASC 810-10-40"), rather than a sale of assets (including real estate assets).

Ms. Kristi Marrone

August 15, 2017

Page 4

We gave consideration to the scope exception in ASC No. 810-10-40-3A, which states, in part, “The deconsolidation and derecognition guidance in this Section applies to the following…A group of assets that is a nonprofit activity or a business, except for…a sale of in substance real estate”. The Russia and Ukraine Businesses were operating businesses which owned no land, buildings or other significant real estate assets. Accordingly, we concluded that the sale of our Russia and Ukraine Businesses was not an in substance sale of real estate and, therefore, we applied the guidance in ASC 810-10-40. The Russia and Ukraine Divestment is not subject to ASC No. 360-20, Real Estate Sales ("ASC 360-20"), based upon the scope exception in ASC No. 360-20-15-10, which states, in part, “The guidance in this Subtopic does not apply to the…sale of the stock or net assets of a subsidiary or a segment of a business if the assets of that subsidiary or that segment, as applicable, contain real estate, unless the transaction is, in substance, the sale of real estate”.

B. Deconsolidation Conclusion

The Company did not retain any direct ownership rights in the Russia and Ukraine Businesses, which became wholly owned subsidiaries of OSG upon the closing of the Russia and Ukraine Divestment and were merged into existing entities within OSG’s legal entity structure. Therefore, in order to determine whether the Russia and Ukraine Businesses should be deconsolidated, we assessed whether or not the Company should consolidate OSG.

i.

 Assessment Under Variable Interest Model

The Company first determined whether we should assess OSG under the variable interest model (the “Variable Interest Model”) within ASC No. 810-10, Consolidation. The Company concluded that the application of the Variable Interest Model to assess whether we should consolidate OSG was not appropriate due to one of the scope exceptions being met. Specifically, OSG meets the scope exception related to certain legal entities deemed to be a business under the Variable Interest Model, as described in ASC No. 810-10-15-17. Upon determining that the application of the Variable Interest Model was not appropriate for purposes of determining whether the Company should consolidate OSG, the Company utilized the voting interest model (the “Voting Interest Model”) to assess whether we should consolidate OSG.

Ms. Kristi Marrone

August 15, 2017

Page 5

ii.

 Assessment Under Voting Interest Model

ASC No. 810-10-15-8 states that, “The usual condition for a controlling financial interest is ownership of a majority voting interest, and therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.” Following the closing of the Russia and Ukraine Divestment, the Company holds a 25% interest in OSG and, therefore, does not own the majority of the voting interests in OSG. The Company concluded that there are no other factors (such as contracts, leases, agreement with other stockholders, a court decree, or kick-out rights) whereby the Company has the power to control OSG. The Company does not have disproportionate board seats or any representation in management of OSG. Accordingly, we concluded that the Company does not have a controlling financial interest in OSG and that the Company should not consolidate OSG.

Therefore, upon the closing date of the Russia and Ukraine Divestment, the Company applied the guidance within ASC No. 810-10-40-4, which states, in part, “A parent shall deconsolidate a subsidiary…as of the date the parent ceases to have a controlling financial interest in that subsidiary”.

With respect to our accounting for the deconsolidation of a subsidiary, the Company applied the guidance within ASC No. 810-10-40-4A, which states, in part, “When a parent deconsolidates a subsidiary, the parent relationship ceases to exist. The parent no longer controls the subsidiary’s assets and liabilities or group of assets. The parent therefore shall derecognize the assets, liabilities and equity components related to that subsidiary or group of assets. The equity components will include any noncontrolling interest as well as amounts previously recognized in accumulated other comprehensive income. If the subsidiary or group of assets being deconsolidated or derecognized is a foreign entity (or represents the complete or substantially complete liquidation of the foreign entity in which it resides), then the amount of accumulated other comprehensive income that is reclassified and included in the gain or loss shall include any foreign currency translation adjustment related to that foreign entity.”

C. Accounting for the Gain on Sale of the Russia and Ukraine Businesses

With respect to our accounting for the gain on sale associated with the deconsolidation of the Russia and Ukraine Businesses, the Company applied the guidance within ASC No. 810-10-40-5, which states, in part, “…a parent shall account for the deconsolidation of a subsidiary…by recognizing a gain or loss in net income attributable to the parent”. Under the provisions of ASC No. 810-10-40-5, the amount of gain or loss to recognize upon the deconsolidation of a subsidiary is determined based upon the difference between (i) the fair value of the consideration received and (ii) the carrying value of the deconsolidated subsidiaries. The fair value of the consideration we received in the Russia and Ukraine Divestment and the carrying value of the Russia and Ukraine Businesses are described in greater detail in the succeeding paragraphs.

Ms. Kristi Marrone

August 15, 2017

Page 6

i.

 Fair Value of Consideration Received

The consideration we received in the Russia and Ukraine Divestment was the OSG Investment. During the quarter ended June 30, 2017, the Company engaged an independent third-party valuation firm in order to assist us in the determination of the fair value of the OSG Investment. The valuation of the OSG Investment was performed by establishing the equity value of OSG, including the Russia and Ukraine Businesses, by utilizing a discounted cash flow analysis, a comparable public company analysis and a comparable acquisition analysis, adjusted for cash on hand and debt, and taking into account the noncontrolling nature of our interest in the combined OSG business. This implied fair value was then evaluated relative to a valuation of the Russia and Ukraine Businesses that we divested to OSG as part of the transaction, which was performed with the assistance of the same independent third-party valuation firm. Based upon the analysis performed, the Company determined that the fair value of the OSG Investment, the consideration received in exchange for the Russia and Ukraine Divestment, was approximately $18.0 million.

ii.   Carrying Value

The carrying value of the Russia and Ukraine Businesses as of the closing date of the Russia and Ukraine Divestment was a credit balance of $20.9 million and was comprised of the following components, which are described in greater detail below:

Carrying Value of Russia and Ukraine Businesses

 Carrying value of net assets

 $

 4,716

 Allocated goodwill

 3,515

 Foreign currency translation adjustment for Russia and Ukraine

 (29,100

 )

 $

 (20,869

 )

Carrying Value of Net Assets

The carrying value of the net assets of the Russia and Ukraine Businesses, excluding goodwill, was $4.7 million.

Allocated Goodwill

As disclosed in Note 10. Divestments in the Form 10-Q, approximately $3.5 million of goodwill associated with our Northern and Eastern Europe reporting unit was allocated, on a relative fair value basis, to the Russia and Ukraine Businesses and included in the carrying value of the divested businesses.

Ms. Kristi Marrone

August 15, 2017

Page 7

Foreign Currency Translation Adjustment for Russia and Ukraine

In accordance with the provisions of ASC No. 810-10-40-4A noted above, as well as ASC No. 830-30-40-1, Foreign Currency Matters, which states, in part, “Upon sale or upon complete or substantially complete liquidation of an investment in a foreign entity, the amount attributable to that entity and accumulated in the translation adjustment component of equity shall be both: (a) removed from the separate component of equity and (b) reported as part of the gain or loss on sale or liquidation of the investment for the period during which the sale or liquidation occurs”, the Company reclassified a credit balance of approximately $29.1 million out of accumulated other comprehensive income and included this credit balance in the carrying value of the Russia and Ukraine Businesses. This credit balance represents the cumulative foreign currency translation adjustment associated with the assets and liabilities of our Russia and Ukraine Businesses since our initial investment in these businesses. The cumulative foreign currency translation adjustment associated with our businesses in Russia and Ukraine was primarily a result of significant outstanding intercompany payable balances associated with the Russia and Ukraine Businesses, which were denominated in the local functional currency of each entity. These significant outstanding intercompany payable balances were excluded from the net assets transferred to OSG and, therefore, excluded from the calculation of the carrying value of net assets described above. The amount reclassified from accumulated other comprehensive income and included in t

Mailstop 3233

August 8 , 2017

Via E -Mail
Stuart B. Brown
Executive Vice President and Chief Financial Officer
Iron Mountain Incorporated
One Federal Street
Boston, MA  02110

Re: Iron Mountain Incorporated
 Form 10 -K for the fiscal year ended December 31, 2016
Filed February 23, 2017
 Form 10 -Q for the interim period ended June 30, 201 7
Filed July 28 , 2017
File No. 001-13045

Dear Mr. Brown:

We have reviewed  your July 26, 2017  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the  requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have a dditional comments.
Unless we note otherwise, our references to prior comments are to c omments in our July 14,
2017  letter .

Form 10 -K for the fiscal year ended December 31, 2016

Item 2. Properties, page 26
1. We note your response to prior comment 1.  Pl ease con sider  disclos ing Total Building
Utilization and Total Racking Utilization  on a disaggregated basis by geographic area ,
thereby furnishing investors greater visibility into the impact of storage rental leasing
trends within your portfolio  or tell us why you believe such disclosure would not be
meaningful to investors .

Stuart B. Brown
Iron Mountain Incorporated
August 8, 2017
Page 2

 Schedule III – Schedule of Real Estate and Accumulated Depreciation, page 159
2. We note your response to prior comment 4.  Given the significance of the reconciling
items, please confirm that they will be quantified as part of your proposed disclosure.

Form 10 -Q for the interim period ended June 30, 2017

(10) Divestments, page 47
3. We no te on May 30, 2017 your records and information management operations in
Russia and Ukraine were sold to OSG Rec ords Management (Europe) Limited for a 25%
interest in OSG.  Please  address the following:
a. clarify how you determined the amount of gain on sale  recognized, given the
$39.8 million gain exceeded the fair value of the consideration received which
you indicate was $18 million, and provide an analysis of the accounting guidance
relied upon when making this determination ;
b. tell us how you calculated th e $18 million fair value of the 25% interest in OSG
received in consideration for such sale; and
c. detail whether any such gain on sale was deferred and the basis of your
conclusion, including the accounting guidance relied upon .

You may contact Mark Rakip , Staff Accountant at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial statements and related matters

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

July 26, 2017

Via EDGAR

Ms. Kristi Marrone

Staff Accountant

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

RE:      Iron Mountain Incorporated

Form 10-K for the fiscal year ended December 31, 2016

Filed February 23, 2017

File No. 1-13045 (the “Form 10-K”)

Dear Ms. Marrone:

The purpose of this letter is to respond to your letter of July 14, 2017. For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses. References within our responses to “the Company”, “we”, “us” or “our” refer to Iron Mountain Incorporated.

Form 10-K for the fiscal year ended December 31, 2016

Item 2. Properties, page 26

1.

 As a lessor of storage facilities to customers, please tell us what consideration you gave to including a lease expiration table for the facilities related to your storage rental business, including (i) the number of tenants whose leases will expire by year, (ii) the total area in square feet covered by such leases, (iii) the annual rent represented by such leases and (iv) the percentage of gross annual rent represented by such leases.

Response:

1.

 In preparing the Form 10-K, the Company considered the instructions within Regulation S-K, Subpart 229.102 (“Item 102”), which states that Item 102 requires registrants to disclose, “such information as reasonably will inform investors as to the suitability, adequacy, productive capacity and extent of utilization of the facilities by the registrant.”

Ms. Kristi Marrone

July 26, 2017

Page 2

There are a number of factors specific to our storage rental contracts that significantly limit the information a lease expiration table would provide to our investors regarding the suitability, adequacy, productive capacity and extent of utilization of our facilities. Specifically, these factors, which are explained in the succeeding paragraphs, are (i) the nature of our storage rental customer contracts and (ii) the quantity and diversification of our customer contracts associated with our storage rental operations.

Nature of Our Customer Contracts

Our storage rental contracts with our customers are generally short-term in nature. Certain of our storage rental customer contracts are one year contracts that feature automatic renewals, while our longer-term storage rental contracts are generally between three to six years in duration. Despite the short-term nature of our contracts, we experience high rates of customer contract renewals in our storage rental business upon customer contract expiration. As disclosed in Item 1. Business in our Form 10-K, for each of the three years ended December 31, 2014, 2015 and 2016, the average annual volume reduction due to customers terminating their relationship with us was approximately 2%. Additionally, our contracts generally do not specify either (i) a fixed amount of storage space a customer’s records must occupy or (ii) a fixed contractual minimum with respect to the total volume or cost of storing our customers’ records. Rather, our customer contracts generally feature storage rental pricing on a per-unit basis.

Quantity and Diversification of Our Customer Contracts

As disclosed in Item 1. Business in our Form 10-K, as of December 31, 2016 we had over 230,000 customers in a variety of industries and no single customer accounted for more than 1% of our consolidated revenues in any of the years ended December 31, 2014, 2015 and 2016.

In addition to the factors described above specific to our storage rental customer contracts, the Company’s storage rental business operating model also significantly limits the information a lease expiration table would provide to our investors regarding the suitability, adequacy, productive capacity and extent of utilization of our facilities. The operating model for our storage rental business consists of storing customer records and information in our storage facilities through the rental of non-dedicated storage space. As disclosed within Item 1. Business in our Form 10-K, under our non-dedicated space operating model, our customers are allocated a certain amount of storage space in our storage facilities, but are generally not allocated a dedicated building or specific location within a particular building. In practice, we can, and sometimes will, for a variety of reasons, move records from one facility to another facility. In many instances, we may store customer records covered by a specific customer contract in several different facilities across our real estate portfolio. By providing non-dedicated storage space, we allow our customers to increase or decrease the volume of their physical storage over the life of the contract based upon the customer’s storage needs.

Ms. Kristi Marrone

July 26, 2017

Page 3

As a result of these factors, specifically: (i) the nature of our storage rental customer contracts, which, generally, are short-term in nature, experience high rates of customer contract renewals upon customer contract expiration, do not specify a fixed minimum amount of storage space that a customer’s records must occupy, and feature storage rental pricing on a per-unit basis as opposed to fixed contractual minimums with respect to the total volume or cost of storing our customers’ records, (ii) the significant quantity and diversification of our customer contracts associated with our storage rental operations, and (iii) our non-dedicated storage rental space operating model, we do not assess the performance of our storage rental operations on a contract by contract basis, nor do we assess the suitability, adequacy, productive capacity and extent of utilization of our facilities on such basis, and, therefore, the Company does not believe that investors would find such information meaningful. Specifically, the Company believes that: (i) disclosure of the number of customers whose storage rental contracts will expire by year would not be meaningful to an investor given the nature of our storage rental contracts with our customers (in particular, the short-term nature of our customer contracts and the high rates of renewal we generally experience upon customer contract expiration) and the quantity and diversification of our customer contracts; and (ii) disclosure pertaining to the total area in square feet, total annual rent and percentage of gross annual rent covered by such customer contracts would not be practicable given the lack of a fixed contractual minimum with respect to the total volume or cost of storing our customers’ records in our customer contracts, as well as our storage rental business operating model, which consists of the rental of non-dedicated storage space.

We regularly assess the utilization of our overall real estate portfolio by (i) comparing the amount of racking that is being used to store customer materials to the capacity of the entire building assuming the building was fully racked (“Total Building Utilization”) and (ii) comparing the amount of racking that is being used to store customer materials to the capacity of the racking that has been installed in a building (“Total Racking Utilization”), as we note on page 8 of the Form 10-K. The Company believes that these Total Building Utilization and Total Racking Utilization metrics are better-suited to provide investors with an understanding of the suitability, adequacy, productive capacity and extent of utilization of our storage rental facilities. Accordingly, the Company will include within Item 2. Properties, beginning with our Form 10-K as of and for the year ending December 31, 2017, disclosure regarding the Total Building Utilization and Total Racking Utilization of our real estate portfolio related to our operating facilities.

Ms. Kristi Marrone

July 26, 2017

Page 4

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impairment of Tangible and Intangible Assets, page 42

2.

 You indicate that for reporting units representing approximately 16% of your total goodwill balance as of December 31, 2016, the estimated fair value as of October 1, 2016 closely approximates carrying value. In future periodic filings for each reporting unit with an estimated fair value that is not significantly in excess its carrying value, please consider expanding your disclosure to provide a description of the key assumptions used in valuing the reporting units and a description of potential events or changes in circumstances that could reasonably be expected to have a negative impact on the estimated fair value of the reporting unit. Refer to Section V. in SEC Interpretive Release 33-8350.

Response:

2.

 In future periodic filings, beginning with our Form 10-K as of and for the year ending December 31, 2017, we will expand upon our disclosures regarding certain of our reporting units for which the fair value of the reporting unit closely approximates the carrying value of such reporting unit. Our disclosure will include, for each reporting unit for which the fair value of the reporting unit did not significantly exceed the carrying value of such reporting unit: (i) the percentage by which the fair value of the reporting unit exceeded the reporting unit’s carrying value as of the most recent annual goodwill impairment review date, (ii) the amount of goodwill allocated to the reporting unit as of the most recent balance sheet date which is included in the filing, (iii) information pertaining to certain key assumptions used in valuing the reporting unit, and (iv) a description of potential events or changes in circumstances that could reasonably be expected to have a negative impact on the estimated fair value of the reporting unit.

Financial Instruments and Debt, page 65

3.

 We note your fixed charge coverage ratio of 2.4x as of December 31, 2016 and 2015 as disclosed on page 68 and 116. Please tell us how this differs from the Ratio of Earnings to Fixed Charges, calculated as 1.4x in Exhibit 12.

Response:

3.

 As disclosed on page 67 of the Form 10-K, on July 2, 2015, the Company entered into a credit agreement consisting of a revolving credit facility and a term loan (the “Credit Agreement”). The Credit Agreement, which was filed by the Company in a Form 8-K on July 6, 2015 in accordance with Items 1.01, Entry into a Material Definitive Agreement and 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, contains certain restrictive financial and operating covenants, including a fixed charge coverage ratio (the “Fixed Charge Coverage Ratio”).

Ms. Kristi Marrone

July 26, 2017

Page 5

The Credit Agreement specifically defines how the financial and operating covenants contained within the Credit Agreement, including the Fixed Charge Coverage Ratio, are calculated. In the case of the Fixed Charge Coverage Ratio, the numerator of the calculation is income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization and rent expense (or “EBITDAR”), adjusted for certain other items as permitted under the terms and conditions of the Credit Agreement, including, but not limited to: gain or loss on disposal/write-down of property, plant and equipment (excluding real estate), net; other (income) expense, net; gain on sale of real estate, net of tax; Recall Costs (as defined in the Form 10-K); and the pro forma effect of EBITDAR associated with certain completed acquisitions (“Pro Forma EBITDAR”). The denominator of the Fixed Charge Coverage Ratio is the sum of (i) interest expense (excluding interest expense associated with the amortization of deferred financing costs), (ii) rent expense, (iii) repayments of indebtedness (excluding indebtedness under the Credit Agreement) and (iv) the pro forma effect of rent expense associated with certain completed acquisitions (“Pro Forma Rent Expense”). Under the terms of the Credit Agreement, both the numerator and denominator in the Fixed Charge Coverage Ratio are calculated on a trailing twelve months basis. As of December 31, 2016, our Fixed Charge Coverage Ratio, calculated in accordance with its definition in the Credit Agreement, was 2.4 and exceeded the minimum allowable Fixed Charge Coverage Ratio permitted under the Credit Agreement of 1.5.

In accordance with Item 503(d) of Regulation S-K (“Item 503(d)”), the Company discloses within Exhibit 12 to each of our periodic filings our ratio of earnings to fixed charges (the “Ratio of Earnings to Fixed Charges”) based upon the definitions of earnings and fixed charges included in Item 503(d). The Company’s calculation of the numerator of the Ratio of Earnings to Fixed Charges is income from continuing operations before provision (benefit) for income taxes and gain on sale of real estate, adding (i) gain on sale of real estate (net of tax) and (ii) fixed charges (as defined in Item 503(d) and described below). The Company’s calculation of fixed charges (the denominator of the Ratio of Earnings to Fixed Charges) in accordance with Item 503(d) includes (i) interest expense, net and (ii) our estimate of the interest component of rent expense. As of December 31, 2016, our Ratio of Earnings to Fixed Charges, calculated in accordance with the instructions of Item 503(d), was 1.4.

The differences between the numerator of the Fixed Charge Coverage Ratio and the numerator of the Ratio of Earnings to Fixed Charges as of December 31, 2016 include, but are not limited to: (i) depreciation and amortization expenses, (ii) rent expense, (iii) other expense (income), net, (iv) gain/loss on disposal/write-down of property, plant and equipment (excluding real estate), net, and (v) Recall Costs (as defined in the Form 10-K), each of which are excluded from the calculation of the numerator of the Fixed Charge Coverage Ratio but are included in the numerator of the Ratio of Earnings to Fixed Charges, as well as Pro Forma EBITDAR, which is included in the calculation of the numerator of the Fixed Charge Coverage Ratio but excluded from the numerator of the Ratio of Earnings to Fixed Charges.

Ms. Kristi Marrone

July 26, 2017

Page 6

The differences between the denominator of the Fixed Charge Coverage Ratio and the denominator of the Ratio of Earnings to Fixed Charges as of December 31, 2016 primarily relate to rent expense (excluding the interest portion of rent expense) and Pro Forma Rent Expense, which are included in the denominator for the Fixed Charge Coverage Ratio but excluded from the denominator of the Ratio of Earnings to Fixed Charges, and interest expense associated with the amortization of deferred financing costs, which is included in the denominator for the Ratio of Earnings to Fixed Charges but excluded from the denominator for the Fixed Charge Coverage Ratio.

Item 15. Exhibits and Financial Statements

Schedule III – Schedule of Real Estate and Accumulated Depreciation, page 159

4.

 Please reconcile for us the gross carrying amount of real estate and accumulated depreciation to amounts provided elsewhere in your annual report. Additionally in future periodic filings, disclose in a note to the gross amount column your aggregate cost for Federal income tax purposes in accordance with Rule 12-28 of Regulation S-X.

Response:

4.

 As the Company notes within footnote 1 (“Footnote 1”) to our Schedule of Real Estate and Accumulated Depreciation (“Schedule III”) on page 166 of the Form 10-K, the information that the Company presents in Schedule III represents only the real estate assets (specifically, land, land improvements, buildings, building improvements and racking), and the associated accumulated depreciation of such real estate assets, associated with the 297 facilities that the Company owned as of December 31, 2016. The

Mailstop 3233

July 14, 2017

Via E -Mail
Stuart B. Brown
Executive Vice President and Chief Financial Officer
Iron Mountain Incorporated
One Federal Street
Boston, MA  02110

Re: Iron Mountain Incorporated
 Form 10 -K for the fiscal year ended December 31, 2016
Filed February 23, 2017
File No. 1-13045

Dear Mr. Brown:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for fiscal year ended December 31, 2016

Item 2. Properties, page 26
1. As a lessor of storage facilities to customers, please tell us what consideration you gave
to including a lease expiration table for the facilities related to your storage rental
business, including (i) the number of tenants whose leases will expire by year, (ii) the
total area in square feet covered by such leases, (iii) the annual rent represented by such
leases and (iv) the percentage of gross annual rent rep resented by such leases.

Stuart B. Brown
Iron Mountain Incorporated
July 14, 2017
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Impairment of Tangible and Intangible Assets, page 42
2. You indicate that for reporting units representing approximately 16% of your total
goodwill balance as of December 31, 2016, the estimated fair value as of October 1, 2016
closely approximates carrying value.  In future periodic filings for each reporting unit
with an estimated fair value that is not significantly in excess its carrying value, please
consider expanding your disclosure to provide a  description of the key assumptions used
in valuing the reporting units and a description of potential events or changes in
circumstances that could reasonably be expected to have a negative impact on the
estimated fair value of the reporting unit.  Refer to Section V. in SEC Interpretive
Release 33 -8350.
Financial Instruments and  Debt, page 65
3. We note your fixed charge coverage ratio of 2.4x as of December 31, 2016 and 2015 as
disclosed on page 68 and 116.  Please tell us how this differs from the Ratio of Earnings
to Fixed Charges, calculated as 1.4x in Exhibit 12.

Item 15. Exhi bits and Financial Statements

Schedule III – Schedule of Real Estate and Accumulated Depreciation, page 159
4. Please reconcile for us the gross carrying amount of real estate and accumulated
depreciation to amounts provided elsewhere in your annual report.  Additionally in future
periodic filings, disclose in a note to the gross amount column your aggregate cost for
Federal income tax purposes  in accordance with Rule 12 -28 of Regulation S -X.

We remind you that the company and its management are responsible for the a ccuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the  financial statements and related matters

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

Mail Stop 3233
October 6 , 2015

Via E -mail
Ernest Cloutier
General Counsel & Secretary
Iron Mountain Incorporated
One Federal Street
Boston, MA 02110

Re: Iron Mountain Incorporated
Revised Preliminary Proxy Statement on Schedule 14A
Filed October 1, 2015
File No. 1-13045

Dear Mr. Cloutier :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Peggy Kim

Peggy Kim
Senior Counsel
Office of Real Estate and
Commodities

cc: Michael Aiello, Esq.
 Weil, Gotshal & Manges LLP

Mailstop 3233
October 1, 2015

Via E -mail
Mr. Roderick Day
Chief Financial Officer
Iron Mountain Incorporated
One Fed eral Street
Boston, MA 02110

Re: Iron Mountain Incorporated
 Form 10-K for the fiscal year ended December 31, 2014
Filed February 27, 2015
File No. 1 -13045

            Form 10-Q for the quarterly period ended June 30, 2015
Filed July 30, 2015
File No. 1 -13045

Dear Mr. Day :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense  in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information  in the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
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CONFIDENTIAL
    VIA EDGAR

767 Fifth Avenue
   New York, NY 10153-0119
   +1 212 310 8000 tel
   +1 212 310 8007 fax

October 1, 2015

Michael J. Aiello
 Michael.Aiello@weil.com
 +1   212 310 8552

Peggy Kim

Senior Counsel

Office of Real Estate and Commodities

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Iron Mountain Incorporated

Revised Preliminary Proxy Statement on Schedule 14A

Filed on September 18, 2015

File No. 001-13045

Dear Ms. Kim:

On behalf of our client, Iron Mountain Incorporated (the “Company”), please find a response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated to us on September 24, 2015 with regard to the Revised Preliminary Proxy Statement on Schedule 14A filed on September 18, 2015 (the “Amendment No. 1”).

The Company is filing concurrently with this letter an amendment to Amendment No. 1 (the “Amendment No. 2”), which includes revisions to Amendment No. 1 in response to the Staff’s comments below.  In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with five copies of Amendment No. 2 marked to indicate changes from Amendment No. 1.

Set forth below in bold are comments from the Staff’s letter.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

Ms. Peggy Kim

Senior Counsel

October 1, 2015

Page 2

General

1.                                      Please respond to our outstanding comments on your Form 10-K for the fiscal year ended December 31, 2014 and your Form 10-Q for the quarterly period ended June 30, 2015, or advise us as to when you will respond.

On September 29, 2015, the Company filed a response to the comments of the Staff communicated to us on September 21, 2015 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2014 and Form 10-Q for the quarterly period ended June 30, 2015. On October 1, 2015, the Staff delivered a letter to the Company stating that the Staff had completed its review of our filings.

2.                                      We note your response to comment two in our letter dated September 10, 2015, and your amended disclosure on page 117. Please revise your disclosure to clarify the timing of when Recall shareholders will receive the Cash Election Form and Scheme Booklet, when Recall shareholders will vote on the Transaction, and when Recall shareholders must return the completed Cash Election Form.

In response to the Staff’s comment, the disclosure has been revised on pages 92, 117 and 118 of Amendment No. 2 to clarify the timing of when Recall shareholders will receive the Cash Election Form and Scheme Booklet, when Recall shareholders will vote on the Transaction, and when Recall shareholders must return the completed Cash Election Form.

***

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8552 or send me an e-mail (michael.aiello@weil.com).

Sincerely,

/s/ Michael J. Aiello

Michael   J. Aiello

cc:                                Ernest Cloutier,

General Counsel & Secretary

Iron Mountain Incorporated

CORRESP
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September 29, 2015

Via EDGAR

Mr. Robert F. Telewicz, Jr.

Accounting Branch Chief

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:                           Iron Mountain Incorporated (the “Company”)

Form 10-K for the fiscal year ended December 31, 2014

Filed February 27, 2015

File No. 1-13045 (the “Form 10-K”)

Form 10-Q for the quarterly period ended June 30, 2015

Filed July 30, 2015

File No. 1-13045 (the “Form 10-Q”)

Dear Mr. Telewicz:

The purpose of this letter is to respond to your letter of September 21, 2015.  For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses.

Form 10-K for the fiscal year ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures, page 39

1.                    We note the use of Funds from Operations Applicable to Iron Mountain, or FFO (NAREIT) in your earnings commentary and supplemental information. Please tell us whether you consider this measure to be a key performance indicator. To the extent this measure is considered a key performance indicator, in future periodic filings please include the measure as well as the required disclosures in accordance with Item 10(e) of Regulation S-K within your Management’s Discussion and Analysis.

RESPONSE:

1.                    In response to the staff’s comment, we consider FFO (NAREIT) and FFO Applicable to Iron Mountain (Normalized) (“FFO (Normalized)”), to be key performance indicators of our business since our Board of Directors, in the second quarter of 2014, approved our conversion to a real estate investment trust for federal

Robert   F. Telewicz, Jr.

September 29,   2015

Page 2

income tax purposes (“REIT”) for the taxable year beginning January 1, 2014. Accordingly, commencing with our Form 10-Q for the quarterly period ending September 30, 2015, we will include FFO (NAREIT) and FFO (Normalized) within the Non-GAAP Measures section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for each of the current and prior periods presented therein. As required by Item 10(e) of Regulation S-K, our disclosure will include a reconciliation of FFO (NAREIT) and FFO (Normalized) to the most comparable generally accepted accounting principles measure, as well as disclosure regarding why we believe that FFO (NAREIT) and FFO (Normalized) provide useful information to investors regarding our financial condition and results of operations.

Financial Statements

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

g. Goodwill and Other Intangible Assets, page 86

2.                    Please explain to us in greater detail the reason for the $32,265 fair value and other adjustment made to goodwill and deferred income taxes. Cite any relevant accounting literature in your response.

RESPONSE:

2.                    In October 2013, we acquired Cornerstone Records Management, LLC and its affiliates (“Cornerstone”), a national, full solution records and information- management company with operations in the United States, in a cash transaction for approximately $191.0 million. At December 31, 2013, our purchase accounting for the Cornerstone acquisition was incomplete, as noted in Note 6. Acquisitions to our Form 10-K for the fiscal year ended December 31, 2013 in which we state “The purchase price allocations of the 2013 acquisitions are subject to finalization of the assessment of the fair value of…income taxes (primarily deferred income taxes).” As of and for the year ended December 31, 2013, provisional purchase accounting amounts in accordance with Accounting Standards Codification (“ASC”) No. 805, Business Combinations (“ASC 805”) related to the Cornerstone acquisition were recorded.

Throughout the first half of fiscal year 2014 and within the applicable measurement period (as described in ASC 805), we were reconciling historical Cornerstone acquisition-date tax records and positions with Cornerstone’s predecessor tax advisor associated with the 2013 Cornerstone tax return. In conjunction with that analysis, we obtained new additional detailed information and historical data regarding certain acquisition-date deferred income tax attributes. We determined that this information represented, in accordance with ASC 805-25-13, “new information about facts that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.” Accordingly, we

Robert   F. Telewicz, Jr.

September 29,   2015

Page 3

adjusted the provisional purchase accounting amounts related to the acquisition-date deferred income tax attributes for the Cornerstone acquisition by $33.3 million during the first and second quarters of fiscal year 2014, resulting in an increase in deferred tax assets (primarily associated with the valuation of net operating loss carryforwards) of $9.7 million and a net decrease in deferred tax liabilities (primarily associated with the identification of additional tax basis in certain assets) of $23.6 million. The effect of these adjustments to the deferred income tax attributes was a net decrease in goodwill associated with the Cornerstone acquisition of $33.3 million. This decrease in goodwill associated with the Cornerstone acquisition, which was partially offset by approximately $1.0 million of other deferred income tax fair value adjustments associated with other 2013 acquisitions, accounts for the $32,265 of fair value adjustments to deferred income taxes disclosed on page 89 of our Form 10-K.

Additionally, we assessed with contemporaneous documentation, both from a quantitative and qualitative perspective, whether the impact of the Cornerstone deferred income tax adjustments was material to our previously issued consolidated balance sheets as of December 31, 2013 or March 31, 2014, as well as our consolidated statements of operations for the year ended December 31, 2013 and the three months ended March 31, 2014 (collectively, the “Prior Period Financial Statements”). Based on this analysis, we concluded that the impact of the Cornerstone deferred income tax adjustments was not material to the Prior Period Financial Statements and, accordingly, we did not restate in accordance with ASC 805 any of the Prior Period Financial Statements as a result of the Cornerstone deferred income tax adjustments.

Financial Statements

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

q. Allowance for Doubtful Accounts and Credit Memo Reserves, page 100

3.                    Please tell us the reasons for your credit memo reserve. Your response should include a discussion of the types and frequency of disputes that arise that create the need for the reserve. Cite any relevant accounting literature in your response.

RESPONSE:

3.                    We maintain a credit memo reserve associated with disputes from our customers related to billing and service issues. Billings to our customers are based upon contractually agreed upon prices and represent a homogenous pool of a large volume of generally small billings associated with storage and service delivery (which includes pick-up, retrieval, refile, indexing, permanent removal, destruction and transportation of customer materials, among other services). Billing and service delivery issues include unit price, quantity, type of service (regular or expedited) and

Robert   F. Telewicz, Jr.

September 29,   2015

Page 4

quality of service (on-time or accuracy), among others. No one customer represents greater than 2% of our consolidated revenues and our customer billings are spread over more than 155,000 customer accounts on a global basis.

We issued customer credits totaling approximately $47.1 million, or approximately 1.5% of consolidated revenues, in the year ended December 31, 2014. Our credit memo reserve as of December 31, 2014 was approximately $18.1 million, or approximately 2.8% of gross accounts receivable and approximately 0.6% of consolidated revenues for the year ended December 31, 2014.

With respect to our accounting for the credit memo reserve, we analogize to the provisions of ASC 605-15-25, Revenue Recognition — Products — Sales of Product when Right of Return Exists (“ASC 605-15-25”), which states, in part:

“If an entity sells its product but gives the buyer the right to return the product, revenue from the sales transaction shall be recognized at time of sale only if all of the following conditions are met:

a.              The seller’s price to the buyer is substantially fixed or determinable at the date of sale.

b.              The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product…

c.               The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.

d.              The buyer acquiring the product for resale has economic substance apart from that provided by the seller…

e.               The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.

f.                 The amount of future returns can be reasonably estimated.”

We assessed our credit memo reserve accounting based on the literature above and determined that revenue recognition is appropriate as we meet each of the necessary conditions. Specifically, we note that (a) our prices are fixed or determinable as our prices are based upon the terms of our contracts with our customers and (b) the customer is obligated to pay us for services rendered. Items “c” through “e” in ASC 605-15-25 above are not applicable to us, as our storage rental and related services are not subject to theft or destruction, nor are they subject to resale by our customers.

With respect to item “f” in ASC 605-15-25 above, our credit memo reserve represents a reasonable estimate of amounts recognized as revenue and billed to our customers as of the applicable reporting period which may subsequently be disputed by our customers for the issues noted above. The credit memo reserve is determined by calculating (a) the period for which credit memos are unissued, or the lag, multiplied by (b) the average amount of credit memos issued over the period of the lag (which is based upon a review of the type, volume and trending of historical

Robert   F. Telewicz, Jr.

September 29,   2015

Page 5

credit memo activity). With respect to our ability to reasonably estimate the amount of credit memos that will be issued in order to calculate our credit memo reserve, we believe that we have significant historical experience with respect to our credit memo activity as the volume of credit memos has historically not been subject to any significant volatility. Credit memos charged against consolidated revenue represented 1.3%, 1.6% and 1.5% of consolidated revenues for the fiscal years ended December 31, 2012, 2013 and 2014, respectively, and total credit memos have ranged from 1.3% to 1.6% of consolidated revenues over the past five fiscal years.

Form 10-Q for the quarterly period ended June 30, 2015

Notes to Consolidated Financial Statements

Note 5. Debt, page 30

4.                    We note that you entered into an accounts receivable securitization program in March 2015. In future filings, please revise your summary of significant accounting policies to include the accounting policy that you apply for the accounts receivable securitization program.

RESPONSE:

4.              As disclosed in the Form 10-Q, in March 2015 we entered into an accounts receivable securitization program (the “AR Securitization Program”) involving several of our wholly owned subsidiaries and certain financial institutions. Under the AR Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to certain special purposes subsidiaries (the “Special Purposes Subsidiaries”) which are also wholly owned by us. The Special Purpose Subsidiaries use these accounts receivable balances to collateralize loans obtained from financial institutions.

In response to the staff’s comment and in order to provide users of our financial statements greater clarity with respect to our accounting for the AR Securitization Program, we will provide incremental disclosure in future filings regarding our accounting for the AR Securitization Program. However, we believe that providing such disclosure in the context of the description of the transaction itself within our Debt footnote, rather than within the significant accounting policies section of our filings, is more appropriate.  We intend to revise the disclosure in our Debt footnote as it will appear in our Form 10-Q for the quarterly period ending September 30, 2015 to include the following incremental language:

“The Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets and, therefore: (a) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our consolidated balance sheet, (b) our consolidated statement of operations reflects the associated charges for bad debt expense related to pledged accounts receivable (a

Robert   F. Telewicz, Jr.

September 29,   2015

Page 6

component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as, interest expense associated with the collateralized borrowings and (c) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized debt are reflected as financing cash flows within our consolidated statement of cash flows.”

************************************************************************

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Roderick Day

Roderick   Day

Executive   Vice President and Chief Financial Officer

Mail Stop 3233
September 24 , 2015

Via E -mail
Ernest Cloutier
General Counsel & Secretary
Iron Mountain Incorporated
One Federal Street
Boston, MA 02110

Re: Iron Mountain Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed September 18 , 2015
File No. 001 -13045

Dear Mr. Cloutier :

We have limited our review of your filing to those issues we have addressed in our
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Please respond to our outstanding comments on your Form 10 -K for the fiscal ye ar
ended December 31, 2014 and your Form 10 -Q for the quarterly period ended June 30,
2015, or advise u s as to when you will respond.

2. We note your response to comment two in our letter dated September 10, 2015, and your
amended disclosure on page 117.  Pl ease revise your disclosure to clarify the timing of
when Recall shareholders will receive the Cash Election Form and Scheme Booklet,
when Recall shareholders will vote on the Transaction, and when Recall shareholders
must return the completed Cash Electio n Form.

Ernest Cloutier
Iron Mountain Incorporated
September 24 , 2015
Page 2

 Please contact Rahul Patel  at (202) 551 -3799  or me at (202) 551 -7262  with any other
questions.

Sincerely,

 /s/ Peggy Kim

 Peggy Kim
Senior Counsel
Office of Real Estate and
Commodities

cc: Michael Aiello, Esq.
 Weil, Gotshal & Manges  LLP

Mailstop 3233
September 21 , 2015

Via E -mail
Mr. Roderick Day
Chief Financial Officer
Iron Mountain Incorporated
One Fed eral Street
Boston, MA 02110

Re: Iron Mountain Incorporated
 Form 10-K for the  fiscal year e nded December 31, 2014
Filed February 27, 2015
File No. 1 -13045

            Form 10-Q for the quarterly period ended June 30, 2015
Filed July 30, 2015
File No. 1 -13045

Dear Mr. Day :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Mr. Roderick Day
Iron Mountain Incorporated
September 21, 2015
Page 2

 Form 10 -K for the fiscal year ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Measures, page s 39

1. We note the use of Funds from Operations Applicable to Iron Mountain, or FFO
(NAREIT) in your earnings commentary and supplemental information. Please tell us
whether you consider this measure to be a key performance indicator. To the extent this
measure is considered a k ey performance indicator, in future periodic filings please
include the measure as well as the required disclosures in accordance with Item 10(e) of
Regulation S -K within your Management’s Discussion and Analysis.

Financial Statements

Notes to Consolidat ed Financial Statements

Note 2. Summary of Significant Accounting Policies

g. Goodwill and Other Intangible Assets, page 86

2. Please explain to us in greater detail the reason for the $32,265 fair value and other
adjustment made to goodwill and deferred income taxes.  Cite any relevant accounting
literature in your response.

q. Allowance for Doubtful Accounts and Credit Memo Reserves, page 100

3. Please tell us the reasons for your credit memo reserve .  Your response should include a
discussion of the types and frequency of disputes that arise that crea te the need for the
reserve.  Cite any relevant accounting literature in your response.

Form 10 -Q for the quarterly period ended June 30, 2015

Notes to Consolidated Financial Statements

Note 5. Debt, page 30

4. We note that you entered into an accounts receivable securitization program in March
2015.  In future filings, please revise your summary of significant accounting policies to
include the accounting policy that you apply for the accounts receivable securitization
program.

Mr. Roderick Day
Iron Mountain Incorporated
September 21, 2015
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management ar e
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that :

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquivel , Staff Accountant,  at (202) 551 -3395  or the undersigned
at (202) 551 -3438 with any questions.

Sincerely,

        /s/ Robert F. Telewicz, Jr.

 Robert F. Telewic z, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
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CONFIDENTIAL

VIA EDGAR

767 Fifth Avenue
   New York, NY 10153-0119
   +1 212 310 8000 tel
   +1 212 310 8007 fax

September 18, 2015

Michael J. Aiello
 Michael.Aiello@weil.com
 +1   212 310 8552

Peggy Kim

Senior Counsel

Office of Real Estate and Commodities

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Iron Mountain Incorporated

Preliminary Proxy Statement on Schedule 14A

Filed on August 25, 2015

File No. 001-13045

Dear Ms. Kim:

On behalf of our client, Iron Mountain Incorporated (the “Company”), please find a response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated to us on September 10, 2015 with regard to the Preliminary Proxy Statement on Schedule 14A filed on August 25, 2015 (the “Schedule 14A”).

The Company is filing concurrently with this letter an amendment to the Schedule 14A (the “Amendment No. 1”), which includes revisions to the Schedule 14A in response to the Staff’s comments below.  In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with five copies of Amendment No. 1 marked to indicate changes from the Schedule 14A filed on August 25, 2015.

Set forth below in bold are comments from the Staff’s letter.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

Ms. Peggy   Kim
   Senior Counsel
   September 18, 2015
    Page 2

General

1.                                      We note your disclosure on page 87 that the stock to be issued in the Transaction will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act. Please provide us with a detailed factual and legal analysis setting forth why you believe you may properly rely on this exemption. Refer to Division of Corporation Finance Staff Legal Bulletin No. 3A (June 18, 2008).

As described in the Schedule 14A, on June 8, 2015, the Company and Recall Holdings Limited, an Australian company limited by shares (“Recall”) entered into a Scheme Implementation Deed (the “Transaction Agreement”), pursuant to which Recall will propose a scheme of arrangement under Australian corporate law between Recall and its shareholders (the “Scheme”) that, if approved by Recall shareholders and the Supreme or Federal Court of Australia (expected to be the Federal Court of Australia, Sydney Registry, the “Court”) and implemented, will have the effect that an Australian wholly-owned subsidiary of the Company (“Iron Mountain Sub”) will acquire all of the outstanding shares of Recall in exchange for cash and newly issued shares of the Company’s common stock (the “Iron Mountain Shares”) provided by the Company pursuant to a deed poll to be executed by the Company and Iron Mountain Sub in favor of all Recall shareholders (the “Transaction”).  The Company intends to issue the Iron Mountain Shares to Recall’s shareholders in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(10) of the Securities Act (“Section 3(a)(10)”).  The Iron Mountain Shares to be issued in connection with the Scheme will be the same in all respects as the currently outstanding shares of the Company’s common stock.  Consistent with transactions previously considered by the Staff, it is contemplated that Iron Mountain Shares will be listed on the Australian Securities Exchange (the “ASX”) as CHESS Depositary Interests. See, e.g.,  Constellation Brands, Inc., (available January 29, 2003).  Set forth below is a description of the Transaction and the legal analysis setting forth the basis upon which the Company is relying on the Section 3(a)(10) exemption.

Description of the Transaction

The Transaction is structured as a scheme of arrangement made under Section 411 of the Corporations Act 2001 (Cth) of Australia (the “Corporations Act”), the result of which is that all of the outstanding shares of Recall will be acquired by Iron Mountain Sub. Each ordinary share of Recall outstanding immediately prior to the completion of the Transaction will be transferred to Iron Mountain Sub in exchange for (1) the Australian dollar equivalent of US$0.50 in cash (the “Cash Supplement”) and (2) either (i) 0.1722 of a newly issued Iron Mountain Share or (ii) A$8.50 less the Australian dollar equivalent of US$0.50 in cash (the “Cash Election”) (all references to “US$” are to U.S. dollars and all references to “A$” are to Australian dollars).  The Cash Election is subject to a proration mechanism that will cap the aggregate amount of cash paid to Recall shareholders opting for the Cash Election at A$225,000,000 (the “Cash Election Cap”).  Amounts paid to Recall shareholders that represent the Cash Supplement are excluded from the calculation of the Cash Election Cap.  As a result of the Transaction,

Ms. Peggy   Kim
   Senior Counsel
   September 18, 2015
   Page 3

Recall will become a wholly-owned subsidiary of Iron Mountain Sub.  Under the Corporations Act, the Transaction must be approved by Recall shareholders and by the Court to become effective.

Recall will apply to the Court at a court hearing (the “First Court Hearing”) for orders (1) that a meeting of Recall shareholders be convened to consider and vote upon a resolution to approve the Transaction (the “Scheme Meeting”) and (2) approving the distribution of an explanatory memorandum about the Transaction (the “Scheme Booklet”) to Recall shareholders.  The Court will consider the terms of the Transaction documents at the First Court Hearing and may require changes to any of those documents as a condition to the Court granting the orders sought.

Pursuant to the orders made by the Court at the First Court Hearing, Recall will convene the Scheme Meeting to vote on a resolution to approve the Transaction. The resolution to approve the Transaction must be passed by both (1) a majority in number of Recall shareholders that are present and voting in person or by proxy, by attorney or, in the case of a corporation, by its duly appointed corporate representative, at the Scheme Meeting and (2) by 75% of the votes cast on the resolution.

If the resolution to approve the Transaction is approved by the Recall shareholders at the Scheme Meeting and all other conditions to the Transaction are satisfied or waived, Recall will seek to obtain court approval of the Transaction at a second court hearing (the “Second Court Hearing”), pursuant to which the Court will determine the fairness of the terms and conditions of the Transaction (both procedurally and substantively) to Recall shareholders (the “Second Court Date”).

Recall shareholders will be apprised of, and will be entitled to attend, the Second Court Hearing of the Court.  If the Court approves the Transaction at the Second Court Hearing, a copy of the court order will be filed with Australian Securities and Investments Commission (“ASIC”) and the Scheme will become binding on all Recall shareholders (including those who voted against the resolution to approve the Transaction) on filing of that court order with ASIC (referred to herein as the “Effective Date of the Scheme”).

It is expected that trading in ordinary shares of Recall on the ASX will be suspended from the close of trading on the Effective Date of the Scheme, which is expected to be shortly after the Second Court Date.  A record date (which will be on or about the fifth business day following the suspension of trading of Recall shares on ASX) will be set to determine the Recall shareholders who will transfer their Recall shares and be entitled to receive consideration under the Transaction.  It is scheduled that the Transaction consideration will be provided to Recall shareholders four business days after such record date (or such other date as agreed between the Company and Recall) and the Transaction will be deemed to have been completed or implemented on that date.

Section 3(a)(10) Analysis

Section 3(a)(10) provides, in relevant part, an exemption from the registration requirements of the Securities Act for “any security which is issued in exchange for one or more bona fide outstanding

Ms. Peggy   Kim
   Senior Counsel
   September 18, 2015
   Page 4

securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court, or by any […] other governmental authority expressly authorized by law to grant such approval.”

The Commission’s Division of Corporation Finance (the “Division”) has provided its views regarding the Section 3(a)(10) exemption in Staff Legal Bulletin No. 3A (CF) (June 18, 2008) (the “Bulletin”), which identifies the specific conditions that must be met before an issuer may rely on the exemption. The conditions applicable to a court approval, and the manner in which the Company believes such conditions are being satisfied, are discussed below.

1.                                      The securities must be issued in exchange for securities, claims, or property interests; they cannot be issued for cash.

As discussed in the Schedule 14A, Iron Mountain Shares and cash will be exchanged exclusively for ordinary shares of Recall.

2.                                      A court must approve the fairness of the terms and conditions of the exchange.

The Company notes the Division’s view in the Bulletin that “the term ‘any court’ in Section 3(a)(10) may include a foreign court.” Before approving the Transaction under Section 411 of the Corporations Act, the Court will be required to satisfy itself as to the fairness and reasonableness of the Scheme, both procedurally and substantively, with regard to the interests of all holders.  The Supreme Courts of each State in Australia often conducts such hearings and makes such determinations in similar contexts where the Staff has provided no-action relief under Section 3(a)(10). See, e.g., Nabi Biopharmaceuticals (available June 20, 2012), Constellation Brands, Inc. (available January 29, 2003) and ForBio Inc. (available September 23, 1998).  Under the Corporations Act, such hearings may be heard at either any Supreme Court of a State of Australia or at the Federal Court of Australia.  The Federal Court of Australia is required to apply the same law and undertake the same review as that performed by a Supreme Court of a State of Australia in prior instances considered by the Staff.

At the First Court Hearing, the Company and Recall will inform the Court that the Company intends to rely upon the exemption under Section 3(a)(10) and as a consequence thereof, will not be registering the Iron Mountain Shares to be issued in the Transaction under the Securities Act.

It is the expectation of the Company and Recall that the Court will confirm in its orders issued following the First Court Hearing that it will, as part of the substantive application brought by Recall and the Company for an order under the Corporations Act approving the Transaction, conduct a hearing as to the fairness to all persons to whom it is proposed to issue Iron Mountain Shares in connection with the Scheme of the terms and conditions of the Scheme (both procedurally and substantively), at which all

Ms. Peggy   Kim
   Senior Counsel
   September 18, 2015
   Page 5

such persons shall have the right to appear, and that the Court will so consider the fairness of such terms and conditions.

3.                                      The reviewing court must:

a.                                      find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued.

As stated above, the Court will confirm in its order from the First Court Hearing that it will consider the fairness of the Scheme.  Pursuant to Section 411 of the Corporations Act, the Scheme derives its force from the Court’s sanction, not from the approval of the Scheme by the Recall shareholders.  Therefore, the Court will take particular care to scrutinize the Scheme before approving it.  The Court is not bound to approve the Scheme simply because it has previously made an order for the convening of the Scheme Meeting and the Scheme has been passed by the prescribed majorities at the Scheme Meeting.  Before the Court will issue its final order approving the Scheme, it must approve the fairness to all persons to whom it is proposed to issue Iron Mountain Shares in connection with the Scheme of the terms and conditions of the Transaction, both procedurally and substantively.

b.                                      be advised before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court’s approval of the transaction.

As stated above, as part of their application to the Court, the Company and Recall will advise the Court that the Company intends to rely on the Section 3(a)(10) exemption from Securities Act registration of the Iron Mountain Shares to be issued in the Scheme.

The Company notes the Division’s view in the Bulletin that the reviewing court making the fairness determination “must have sufficient information before it to determine the value of both the securities, claims or interests to be surrendered and the securities to be issued in the proposed transaction.”  The Company advises the Staff that the information available to the Court will, among other materials, include the Scheme Booklet, which will be submitted to the Court as described in item 4 below prior to dissemination to Recall shareholders, and an Independent Expert’s report, which will contain the opinion of the independent expert as to whether the Scheme is in the best interests of Recall’s shareholders.

4.                                      The court must hold a hearing before approving the fairness of the terms and conditions of the transaction.

As stated above, the Court will confirm in its orders issued following the First Court Hearing that it will, as part of the substantive application brought by Recall and the Company for an order under the Corporations Act approving the Transaction, conduct a hearing as to the fairness to all persons to whom it is proposed to issue Iron Mountain Shares in connection with the Scheme of the terms and conditions

Ms. Peggy   Kim
   Senior Counsel
   September 18, 2015

Page 6

of the Scheme, both procedurally and substantively, and that the Court will so consider the fairness of such terms and conditions.

The Company notes the Division’s view in the Bulletin that it has not objected to a security holders’ vote before the fairness hearing, even though this means an investment decision is made before the fairness hearing, provided the issuer submits to the court the disclosure materials offering the securities before it mails them to the offerees.  As stated above, Recall and the Company will submit the Transaction documents, including the Scheme Booklet and the Independent Expert’s report to the Court prior to the First Court Hearing and at such hearing the Court will determine whether to approve the distribution of the Scheme Booklet, including the Independent Expert’s report, to the Recall shareholders.

At the Second Court Hearing, the Court will conduct the fairness hearing described above as part of the substantive application to approve the Scheme, which approval can only be obtained once the Scheme has been passed by the prescribed majorities of the

Mail Stop 3233
September 10, 2015

Via E -mail
Ernest Cloutier
General Counsel & Secretary
Iron Mountain Incorporated
One Federal Street
Boston, MA 02110

Re: Iron Mountain Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed August 25, 2015
File No. 001 -13045

Dear Mr. Cloutier :

We have limited our review of your filing to those issues we have addressed in our
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note your disclosure on page 87 that the st ock to be issued in the Transaction will be
issued pursuant to an exemption from the registration requirements provided by Section
3(a)(10) of the Securities Act.  Please provide us with a detailed factual and legal analysis
setting forth why you believe y ou may properly rely on this exemption.  Refer to Division
of Corporation Finance Staff Legal Bulletin No. 3A (June 18, 2008).

2. Please advise us of your consideration of the position expressed in SEC Release 34 -
14699 (April 24, 1978)  and the relevant no -action positions involving cash option
mergers with similar cash/stock election  features.   In this regard, please revise to clarify
the timing of when Recall shareholders make their election  relative to the time that they
vote on the Transaction, and supplem entally address how the structure of your  cash
election compares to prior no -action letters issued by the staff involving similar
circumstances.   See e.g., Entergy Corporation (November 13, 1992).

Ernest Cloutier
Iron Mountain Incorporated
September 10, 2015
Page 2

 3. Please revise to include the audited financial statements for Recall as required by Item
14(c)(2) of Schedule 14A, or advise us.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Ac t of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

Please contact Rahul Patel  at (202) 551 -3799  or me at (202) 551 -7262  with any other
questions.

Sincerely,

 /s/ Peggy Kim

 Peggy Kim
Senior Counsel
Office of Real Estate and
Commodities

cc: Michael Aiello, Esq .
 Weil, Gotshal & Manges  LLP

May 2 , 2014

Via E-Mail
Mr. Roderick Day
Chief Financial Officer
Iron Mountain, Inc .
One Federal Street
Boston, MA 02110

Re: Iron Mountain, Inc .
 Form 10-K for the Year Ended December 31, 2013
Filed February 28 , 2014
 File No. 1 -13045

Dear  Mr. Day:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons  who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Bran ch Chief

CORRESP
1
filename1.htm

April 30, 2014

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

RE:

Iron   Mountain Incorporated (the “Company”)

Form 10-K   for the year ended December 31, 2013 (the “Form 10-K”)

Filed   February 28, 2014

File   No. 1-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of April 23, 2014.  Your original letter to us was dated March 31, 2014 and we responded in our letter dated April 9, 2014.  For your convenience, the original staff comment from your April 23, 2014 letter has been repeated in bold typeface, followed by our response.

Note 5. Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors, page 107

1.              We note your response to our prior comment number 2 in which you indicate that as a result of the amalgamation of certain subsidiaries of Iron Mountain Canada Operations ULC (“Canada Company”) and the subsequent contribution of certain assets and liabilities by Canada Company into two newly-formed wholly owned subsidiaries that occurred in July 2013, the Company recast the prior period financial information within Note 5 to conform to the presentation as of December 31, 2013. However, we do not believe that your response was fully responsive to our prior comment. As requested in our prior comment, please tell us and revise the notes to your financial statements to explain how the July 2013 transactions and the related revisions made to the condensed consolidating information for the parent guarantors, Canada company and the non-guarantors, impacted the amounts presented for Canada Company and the non-guarantors in 2011 and 2012.

RESPONSE:

1.              As the Company noted in our letter dated April 9, 2014, as a result of the amalgamation of certain subsidiaries of Iron Mountain Canada Operations ULC (“Canada Company”) (the “Amalgamation”) and the subsequent contribution of

certain assets and liabilities by Canada Company into two newly-formed wholly owned subsidiaries (the “Demerger”) that occurred in July 2013 (collectively, the “Canada Company Restructuring”), the amounts presented within the Canada Company and Non-Guarantor columns of the Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (the “Guarantor/Non-Guarantor Financial Statements”) consolidated balance sheets for 2012, as well as the consolidated statements of operations and consolidated statements of cash flows for 2011 and 2012, respectively, were recast in order to conform to the presentation of this information as of December 31, 2013.

The following table depicts the changes to certain financial statement line items for Canada Company within our consolidated balance sheets for 2012, as well as the consolidated statements of operations and consolidated statements of cash flows for 2011 and 2012 between the results of Canada Company as they were reported in our Form 10-K for the year ended December 31, 2012 (the “As Reported” results”) and the results of Canada Company as they were reported in the Form 10-K (the “Recast” results) as a result of the Canada Company Restructuring:

As Reported

Recast

Change

Total Assets as of   12/31/2012

$

598,735

$

586,748

$

(11,987

)

Total Equity as of   12/31/2012

332,995

332,995

—

Income from Cont. Ops   Before Provision for Income Taxes - 12/31/2011

43,096

32,232

(10,864

)

Income from Cont. Ops   Before Provision for Income Taxes - 12/31/2012

42,874

36,245

(6,629

)

Increase/(Decrease) in   Cash and Cash Equivalents - 12/31/2011

31,255

32,227

972

Increase/(Decrease) in   Cash and Cash Equivalents - 12/31/2012

34,593

33,401

(1,192

)

As our Guarantor/Non-Guarantor Financial Statements are presented on the equity method of accounting (as is disclosed in the Form 10-K on page 106), the total equity of Canada Company as of December 31, 2012, as well as the net income of Canada Company for the years ended December 31, 2011 and 2012, respectively, did not change, as each of the entities impacted by the Canada Company Restructuring either were now part of Canada Company as a result of the amalgamation (with respect to the entities impacted by the Amalgamation) or were reflected on the equity method of accounting as subsidiaries of Canada Company subsequent to the Canada Company Restructuring (with respect to the entities impacted by the Demerger). Furthermore, the Company concluded that the change in Canada Company’s cash flows for the years ended December 31, 2011 and 2012 was not material.

A primary focus of the Guarantor/Non-Guarantor Financial Statements is to present the financial results of the Company, the Company’s subsidiaries (the

2

“Subsidiary Guarantors”) that guarantee the Company’s Parent Notes and Subsidiary Notes (as defined in the Form 10-K) and, in respect of the Subsidiary Notes, Canada Company. The Company, the Subsidiary Guarantors and Canada Company are presented within the Parent, Guarantors and Canada Company columns of the Guarantor/Non-Guarantor Financial Statements (collectively, the “Guarantor Group”). As noted in the Form 10-K, Canada Company does not guarantee the Parent Notes and the Company, the Subsidiary Guarantors and Canada Company are responsible, either directly or as a guarantor, for the repayment of the Subsidiary Notes.  Accordingly, the Company considered the changes in total assets of Canada Company as of December 31, 2012, as well as the change in income from continuing operations before provision for income taxes of Canada Company for the years ended December 31, 2011 and 2012, respectively, to the As Reported total assets and income from continuing operations before provision for income taxes of the Guarantor Group, which is summarized in the table below, and concluded that the impact of the Canada Company Restructuring was not material to the financial results of the Guarantor Group.

Change

% Change - As Reported
   Guarantor Group (1)

Total Assets as of   12/31/2012

$

(11,987

)

(0.2

)%

Income from Cont. Ops   Before Provision for Income Taxes - 12/31/2011

(10,864

)

(3.1

)%

Income from Cont. Ops   Before Provision for Income Taxes - 12/31/2012

(6,629

)

(2.9

)%

(1)         For purposes of this calculation, the Company calculated total assets for the Guarantor Group net of investments in subsidiaries.

The Company notes that the changes to the financial statement amounts presented for Canada Company as a result of the Canada Company Restructuring noted above were offset by corresponding changes to the financial statement amounts presented for the Non-Guarantor entities. In addition to changes resulting from the Canada Company Restructuring, the financial statement amounts presented for the Non-Guarantor entities within the Guarantor/Non-Guarantor Financial Statements were also affected by the creation of a new holding company, Iron Mountain Luxembourg S.a.r.l (“IM Luxembourg”), within our legal entity structure. Upon its establishment, IM Luxembourg, a non-guarantor entity, became the direct parent of Canada Company. As noted previously, our Guarantor/Non-Guarantor Financial Statements are presented on the equity method of accounting. Therefore, IM Luxembourg’s results, which are reflected within the Non-Guarantor column of our Guarantor/Non-Guarantor Financial Statements in the Form 10-K, include the investment in subsidiaries and equity in the income of such operations of Canada Company on an equity method. With respect to all changes to the amounts presented within the Non-Guarantor financial statements

3

as a result of the creation of IM Luxembourg, there is also an offsetting change within the elimination column of our Guarantor/Non-Guarantor Financial Statements for those applicable periods.

As noted previously, a primary focus of the Guarantor/Non-Guarantor Financial Statements is to present the financial results of the Guarantor Group. The Canada Company Restructuring had an immaterial impact on the financial results of the Guarantor Group, while the creation of IM Luxembourg had no impact on the financial results of the Guarantor Group. By recasting prior period financial information contained within the Guarantor/Non-Guarantor Financial Statements in order to conform to the presentation of this information as of December 31, 2013, the Company believes that the users of the financial statements are able to fully understand the historical financial results of the Guarantor Group and Non-Guarantors based on the designation of our subsidiaries as of December 31, 2013.

************************************************************************

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Roderick Day

Roderick   Day

Executive   Vice President and Chief Financial Officer

4

April 23 , 2014

Via E-Mail
Mr. Roderick Day
Chief Financial Officer
Iron Mountain, Inc .
One Federal Street
Boston, MA 02110

Re: Iron Mountain, Inc .
 Form 10-K for the Year Ended December 31, 2013
Filed February 28 , 2014
 File No. 1 -13045

Dear  Mr. Day:

We have reviewed your letter dated April 9, 2014 , in response to the Staff’s letter dated
March 31, 2014 and have the following additional comment.  Please revise your disclosure in
response to our comment. Your response should be submitted in electronic form, under the label
“corresp” with a copy to the staff.  Please respond within ten (10) business days.

Note 5. Selected Consolidated Financial Statements of Pare nt, Guarantors, Canada Company and
Non-Guarantors, page 107

1. We note your response to our prior comment number 2 in which you indicate that as a
result of the amalgamation of certain subsidiaries of Iron Mountain Canada Operations
ULC (“Canada Company”) an d the subsequent contribution of certain assets and
liabilities by Canada Company into two newly -formed wholly owned subsidiaries that
occurred in July 2013, the Company recast the prior period financial information within
Note 5 to conform to the presenta tion as of December 31, 2013. However, we do not
believe that your response was fully responsive to our prior comment. As requested in
our prior comment, please tell us and revise the notes to your financial statements to
explain how the July 2013 transact ions and the related revisions made to the condensed
consolidating information for the parent guarantors, Canada company and the non -
guarantors, impacted the amounts presented for Canada Company and the non -
Guarantors in 2011 and 2012.

Mr. Roderick Day
Iron Mountain, Inc.
April 23 , 2014
Page 2

 You may contact  Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
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April 9, 2014

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

RE:                           Iron Mountain Incorporated (the “Company”)

Form 10-K for the year ended December 31, 2013 (the “Form 10-K”)

Filed February 28, 2014

File No. 1-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of March 31, 2014.  For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses.

Note 2. Summary of Significant Accounting Policies

(g) Goodwill and Other Intangible Assets, page 82

1.              We note from the disclosure in footnote (1) to the table reflecting changes in your goodwill balance during the various periods presented in your financial statements that fair value and other adjustments made to goodwill in the amount of $8,522 during 2013 include $8,446 in net adjustments to property, plant and equipment, net customer relationships and deferred taxes as well as $76 of cash paid related to acquisitions made in previous years. Please tell us and revise the notes to your financial statements to explain in further detail the nature and timing of the changes in facts and circumstances, or new information received, that resulted in these fair value adjustments to goodwill during 2013. Your response should also indicate the date that these prior year acquisitions occurred and should explain why these adjustments to the fair values of the net assets acquired did not occur until 2013.

RESPONSE:

1.              During fiscal year 2013, in anticipation of the Company’s planned conversion to a real estate investment trust, the Company performed a robust analysis on our entire portfolio of tangible and intangible assets in order to ensure that the Company had appropriately accounted for all basis differences between book and tax. This analysis was facilitated by the successful implementation of a new software solution which provided us with enhanced capability in tracking our deferred income tax attributes. Based on this analysis, the Company identified

certain basis differences, primarily associated with property, plant and equipment and customer relationship intangible assets acquired in prior period acquisitions within our North American Business segment, for which deferred income tax liabilities had not been appropriately recognized in purchase accounting.

As a result, in the fourth quarter of 2013, the Company recognized an increase in goodwill of approximately $8.7 million, offset by an increase in deferred income tax liabilities of approximately $8.7 million (inclusive of both federal and state deferred tax liabilities), reflecting the amount of deferred income tax liabilities that should have been recognized in the initial purchase accounting of the acquisitions. As these unrecognized deferred income tax liabilities pertained to acquisitions for which the one year measurement period had expired, the Company concluded, in the fourth quarter of 2013, that these adjustments represented errors in the accounting for these respective business combinations, and, accordingly, evaluated these errors in accordance with Accounting Standards Codification No. 250 and Staff Accounting Bulletin Topic 1.M.1.

Following a qualitative and quantitative analysis, the Company concluded that our prior period financial statements were not materially misstated as a result of these errors and, therefore, a restatement of prior period financial statements was not required. Additionally, the Company assessed the impact of correcting these errors within the current period consolidated balance sheet and concluded that correcting these errors in the current period would not cause a material misstatement of our 2013 financial statements. Accordingly, the Company corrected these errors during the fourth quarter of 2013. The Company notes that the $8.7 million increase to goodwill and the $8.7 million increase to deferred income tax liabilities represented less than 0.5% of the Company’s consolidated total assets and total liabilities, respectively, as of December 31, 2013.

In addition to the adjustments discussed in the preceding paragraphs, during 2013 the Company recorded certain other adjustments to goodwill pertaining to prior period acquisitions, including a $0.4 million reduction to goodwill primarily associated with an adjustment made, within the one year measurement period and based on new information received, to the fair value of the customer relationship intangible asset recognized as part of the acquisition of Grupo Store in April 2012, as well as $0.1 million of additional cash paid for prior period acquisitions, primarily associated with an acquisition within our North American Business segment completed in the fourth quarter of 2012.

In response to the staff’s comment, the Company will revise this disclosure when it appears in future filings to read as follows:

“Total fair value and other adjustments primarily consists of an $8,723 increase in goodwill associated with acquisitions completed in prior years with a related increase in deferred income tax liabilities, representing corrections to purchase accounting for basis differences associated with property, plant and equipment,

2

net and customer relationship intangible assets acquired in those acquisitions which should have been, but were not, accounted for in the original allocation of purchase price.”

Note 5. Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors, page 106

2.              We note from the disclosure in the last paragraph on page 107 that in July 2013, certain of Canada Company’s operating subsidiaries (the “Amalgamated Entities”), were amalgamated into Canada Company and as part of your proposed conversion to a real estate investment trust, Canada Company contributed certain assets and liabilities into two newly-formed wholly owned entities (the “Canadian Subsidiaries”). We also note that the assets, liabilities, equity, results of operations and cash flows of the Amalgamated Entities, previously presented within the Non-Guarantors column, are now presented within the Canada Company column. We further note that the assets, liabilities, equity, results of operations and cash flows of the Canadian Subsidiaries, previously presented within the Canada Company column, are now presented within the Non-Guarantors column. Please tell us and revise the notes to your financial statements to explain how the July 2013 transactions and the related revisions made to the condensed consolidating information for the parent guarantors, Canada company and the non-guarantors, impacted the amounts presented for Canada Company and non-Guarantors in 2011 and 2012.

RESPONSE:

2.              As disclosed in the first paragraph on page 107 of the Form 10-K, “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.”

Accordingly, as a result of the amalgamation of certain subsidiaries of Iron Mountain Canada Operations ULC (“Canada Company”) and the subsequent contribution of certain assets and liabilities by Canada Company into two newly-formed wholly owned subsidiaries that occurred in July 2013, the Company recast the prior period financial information (including the consolidated balance sheets for 2012, as well as the consolidated statements of operations and consolidated statements of cash flows for 2011 and 2012, respectively) within Note 5. Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company, and Non-Guarantors in order to conform to the presentation of this information as of December 31, 2013. The Company believes that this restated presentation

3

appropriately portrays the historical financial results of our subsidiaries based on their designation as guarantors or non-guarantors as of December 31, 2013.

************************************************************************

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Roderick Day

Roderick   Day

Executive   Vice President and Chief Financial Officer

4

March 31 , 2014

Via E-Mail
Mr. Roderick Day
Chief Financial Officer
Iron Mountain, Inc .
One Federal Street
Boston, MA 02110

Re: Iron Mountain, Inc .
 Form 10-K for the Year Ended December 31, 2013
Filed February 28 , 2014
 File No. 1 -13045

Dear  Mr. Day:

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Note 2. Summary of Significant Accountin g Policies
(g) Goodwill and Other Intangible Assets, page 82

1. We note from the disclosure in footnote (1) to the table reflecting changes in your
goodwill balance during the various periods presented in your financial statements that
fair value and other a djustments made to goodwill in the amount of $8,522 during 2013
include $8,446 in net adjustments to property, plant and equipment, net customer
relationships and deferred taxes as well as $76 of cash paid related to acquisitions made
in previous years. Pl ease tell us and revise the notes to your financial statements to
explain in further detail the nature and timing of the changes in facts and circumstances,
or new information received, that resulted in these fair value adjustments to goodwill
during 2013.  Your response should also indicate the date that these prior year acquisitions
occurred and should explain why these adjustments to the fair values of the net assets
acquired did not occur until 2013.

Mr. Roderick Day
Iron Mountain, Inc.
March  31, 2014
Page 2

 Note 5. Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and
Non-Guarantors, page 106

2. We note from the disclosure in the last paragraph on page 107 that in July 2013, certain
of Canada Company’s operating subsidiaries (the “Amalgamated Entities”), were
amalgamated into Canada Company and as part of your proposed conversion to a real
estate investment trust, Canada Company contributed certain assets and liabilities into
two newly -formed wholly owned entities (the “Canadian Subsidiaries”). We also note
that the assets, liabilitie s, equity , results of operations and cash flows of the Amalgamated
Entities, previously presented within the Non -Guarantors column, are now presented
within the Canada Company column. We further note that the assets, liabilities, equity,
results of operatio ns and cash flows of the Canadian Subsidiaries, previously presented
within the Canada Company column, are now presented within the Non -Guarantors
column. Please tell us and revise the notes to your financial statements to explain how the
July 2013 transac tions and the related revisions made to the condensed consolidating
information for the parent guarantors, Canada company and the non -guarantors, impacted
the amounts presented for Canada Company and non -Guarantors in 2011 and 2012.

We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Roderick Day
Iron Mountain, Inc.
March  31, 2014
Page 3

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

July 31 , 2013

Via E- Mail

Mr. Brian P. McKeon
Chief Financial Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2012
Filed March 1, 2013
 File No.  001-13045

Dear  Mr. McKeon :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not ass ert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to b e certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

July 26, 2013

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:                           Iron Mountain Incorporated (the “Company”)

Form 10-K for the year ended December 31, 2012 (the “Form 10-K”)

Filed March 1, 2013

File No. 001-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of July 24, 2013.  Your original letter to us was dated July 1, 2013 and we responded in our letter dated July 11, 2013.  For your convenience, the original staff comment from your July 24, 2013 letter has been repeated in bold typeface, followed by our response.

Quarterly Report on form 10-Q for the Quarter ended March 31, 2013

Note (9)Discontinued Operations, page 42

Italian Operations

1.              We note from your response to our prior comment number 3 that the Company concluded in conjunction with the filing of the Form 10-Q for the quarter ended March 31, 2013 that the income before taxes of $2,712 primarily resulting from the involuntary conversion of property, plant and equipment associated with the Italian Operations was not material to its consolidated financial statements and therefore disclosure of the source of this income before taxes was necessary. As the net of tax amount associated with this involuntary conversion of $2,103 represents in excess of ten percent of your income from continuing operations and net income for the period, we believe some disclosure as to the nature of this income should be provided in MD&A. Please confirm that you will revise MD&A in future filings to explain the nature of this income from discontinued operations including how the amount was calculated or determined.

RESPONSE:

1.              In response to the staff’s comment, the Company will provide the following disclosure describing the nature of the income from discontinued operations associated with our Italian operations, including how the amount was calculated, within both the footnotes to our consolidated financial statements (within the

Discontinued Operations footnote) and within Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-Q for the quarter ended June 30, 2013. In future periods, the Company will continue to assess the materiality of income (loss) from discontinued operations and will revise the disclosure below accordingly, based on facts and circumstances, to describe the nature of the income or loss in that given period, to the extent that income or loss is material to our consolidated financial statements:

“During the six months ended June 30, 2013, we recognized income before provision for income taxes of discontinued operations of $2,548 and income from discontinued operations, net of tax of $1,981 associated with our Italian operations. This income primarily represents the recovery of insurance proceeds in excess of carrying value.”

************************************************************************

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me at (617) 535-2767.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Brian P. McKeon

Brian   P. McKeon

Executive   Vice President and Chief Financial Officer

2

July 24 , 2013

Via E- Mail

Mr. Brian P. McKeon
Chief Financial Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2012
Filed March 1, 2013
 File No.  001-13045

Dear  Mr. McKeon :

We have reviewed your letter dated July 11, 2013 , in response to the Staff’s letter dated
July 1, 2013 and have t he following  additional comment .  Please revise your disclosure in
response to our comments. Your response should be submitted in electronic form, under the label
“corresp” with a copy to the staff.  Please respond within ten (10) business days.

Quarterly Report on f orm 10 -Q for the Quarter ended March 31, 2013
Note (9)Discontinued Operations, page 42
Italian Operations

1. We note from your response to our prior comment number 3 that the Company concluded
in conjunction with the filing of the Form 10 -Q for the quarter e nded March 31, 2013 that
the income before taxes of $2,712 primarily resulting from the involuntary conversion of
property, plant and equipment associated with the Italian Operations was not material to
its consolidated financial statements and therefore d isclosure of the source of this income
before taxes was necessary. As the net of tax amount associated with this involuntary
conversion of $2,103 represents in excess of ten percent of your income from continuing
operations and net income for the period, w e believe some disclosure as to the nature of
this income should be provided in MD&A. Please confirm that you will revise MD&A in
future filings to explain the nature of this income from discontinued operations including
how the amount was calculated or de termined.

Mr. Brian P. McKeon
Iron Mountain Incorporated
July 24 , 2013
Page 2

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned, at
(202) 551 -3750 , if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned  with any other ques tions.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

July 11, 2013

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

RE:                           Iron Mountain Incorporated (the “Company”)

Form 10-K for the year ended December 31, 2012 (the “Form 10-K”)

Filed March 1, 2013

File No. 001-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of July 1, 2013.  For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses.

Annual Report on Form 10-K

Note 6. Acquisitions, page 117

1.              As the cash paid for the acquisitions of Grupo Store and Sispace AG of $79,000 and $21,600, respectively, during 2012 total only $100,600 in the aggregate, please tell us and revise the notes to your financial statements to explain the nature of the additional amounts of cash paid for acquisitions during 2012 comprising the $131,972 reflected in the table on page 118.

RESPONSE:

1.              We note our disclosures in the Form 10-K on page 117 (Footnote 6.  Acquisitions) in which we state in the first paragraph “Noteworthy acquisitions are as follows:” Additionally, on page 118, we disclose the cumulative consideration paid and the allocation of the purchase price of all of the Company’s acquisitions completed in the fiscal year ended December 31, 2012 on an aggregate basis in a tabular format.

In addition to the two acquisitions individually disclosed as noteworthy, during the fiscal year ended December 31, 2012, the Company completed seven acquisitions for total consideration of approximately $31 million, none of which we believe warranted separate disclosure. When assessing the need for disclosure of specific acquisitions, or aggregated disclosure of individually insignificant acquisitions, we consider both quantitative factors (including the purchase price) as well as qualitative factors (including the nature of the acquisition, geography,

Linda Cvrkel

July 11, 2013

Page 2

product line and the impact to the applicable reportable segments) in order to determine whether to disclose acquisitions on an individual basis or in the aggregate. We concluded as part of preparing the Form 10-K that our disclosures associated with our 2012 acquisitions were complete and accurate, and in accordance with the disclosure requirements of ASC 805-10-50. Therefore, we continue to believe that additional disclosure associated with these seven acquisitions is unnecessary, as it would not provide meaningful or material information.

Note 2. Summary of Significant Accounting Policies

Stock Options, page 92

2.              We note from the disclosure in the tables on page 93 through 95 that the Company issued 856,019 stock options, 122,589 restricted shares/RSUs and 32,495 PUs in connection with the special dividend payment during 2012. Please tell us and revise the notes to your financial statements to explain why stock options, restricted shares/RSUs, and PUs were issued in connection with the special dividend payment. Also, please tell us and revise the notes to your financial statements to explain how you accounted for the stock options, restricted shares/RSUs and PUs issued in connection with the special dividend and indicate whether the stock based awards issued were accounted for as a modification of your existing outstanding awards. If so, please revise the notes to your financial statements to include the disclosures outlined in ASC 718-10-50-2h with respect to the modifications. Your response and your revised disclosure should also explain why there was no exercise price associated with the 856,019 stock options that were issued in connection with the special dividend payment.

RESPONSE:

2.              As disclosed in the Form 10-K on page 134 (Footnote 13. Stockholders’ Equity Matters), in October 2012 the Company’s Board of Directors approved a $700.0 million special dividend, which was payable at the election of the Company’s stockholders in either common stock or cash (the “Special Dividend”).  The Special Dividend was paid on November 21, 2012 in a combination of common stock (approximately 17 million shares with an aggregate value of approximately $560.0 million, calculated as described in the Form 10-K) and cash (an aggregate of approximately $140.0 million).  We have described below the impact of each of the stock and cash components on the Company’s stock options, RSUs, and PUs (collectively, the “Equity Awards”).

Adjustments to Equity Awards

In connection with the Special Dividend, the Company adjusted outstanding stock options (the “Option Adjustment”) to increase the number of shares of common stock underlying the stock option and decrease the exercise price per share in

Linda Cvrkel

July 11, 2013

Page 3

respect of such stock option (such that the option continued to have the same aggregate exercise price, subject to the effects of rounding).  By way of illustration, a stock option to acquire 1,000 shares of common stock at an exercise price of $25.0000 per share before the Special Dividend was adjusted such that it was exercisable for 1,120 shares of common stock at an exercise price of $22.3202 per share.  The Option Adjustment gave effect to both the stock and cash components of the Special Dividend.

As disclosed in the Form 10-K (Footnote 2.n Summary of Significant Accounting Policies, Stock-Based Compensation), in October 2012 the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) amended all outstanding RSUs and PUs (the “RSU/PU Amendment”) that at the time did not accrue dividend equivalents (“Effected RSUs and PUs”) such that the Effected RSUs and PUs accrued dividend equivalents during the vesting period associated with the underlying stock with regard to any dividends with a record date on or after September 4, 2012, including the Special Dividend.  The Effected RSUs and PUs were allocated dividend equivalents for both the stock and cash components of the Special Dividend.

Equity Awards Accounting Impact of the Common Stock Component of the Special Dividend (the “Stock Component”)

Under our equity plan documents and underlying grant agreements (collectively, the “Plan Documents”), certain events affecting our capitalization (e.g. stock dividends or stock splits) automatically trigger adjustments to our outstanding Equity Awards. The Stock Component was such an event and, as a result, the adjustments to the Company’s outstanding Equity Awards required due to the Stock Component were not considered a modification of the Equity Awards under ASC 718-20-35 and were, therefore, accounted for in accordance with their original terms and there was no compensation charge associated with the automatic adjustment.

Equity Awards Accounting Impact of the Cash Component of Special Dividend (the “Cash Component”)

The Plan Documents do not, however, require an adjustment to outstanding stock options with respect to cash dividends (regular or special) (other than the LiveVault Corporation 2001 Stock Incentive Plan, the Mimosa Systems, Inc. 2009 Equity Incentive Plan and the Mimosa Systems, Inc. 2003 Stock Plan, each of which did require adjustments to stock options for the Cash Component) and, prior to the RSU/PU Amendment, did not require an adjustment to the Effected RSUs and PUs with respect to cash dividends.

Linda Cvrkel

July 11, 2013

Page 4

Stock Options

With respect to the Company’s stock options, as disclosed on page 32 of the Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders (the “Proxy Statement”), the Compensation Committee exercised discretion allowed under the Plan Documents and approved an adjustment to all outstanding stock options to ensure that the intrinsic value of the options was not negatively impacted by the Cash Component.  This adjustment, related to the Cash Component, reflects a portion of the Option Adjustment.  As the adjustment related to the Cash Component was not required, but rather was adopted at the discretion of the Compensation Committee, the Company concluded that this represented a modification to the terms of outstanding stock options.  The Company quantified a total modification charge of $3.3 million associated with the outstanding stock options, of which $2.1 million was related to prior service and, therefore, was recorded in the fourth quarter of 2012. The remaining $1.2 million, related to future service, will be recorded as additional stock-based compensation expense over the remaining service period.

RSUs and PUs

As discussed above, the RSU/PU Amendment entitles Effected RSUs and PUs to accrue cash dividend equivalents during the vesting period of the RSUs and PUs with regard to any dividends with a record date on or after September 4, 2012. The Company concluded that the RSU/PU Amendment represented a modification of the Effected RSUs and PUs, and quantified a total modification charge of $3.5 million associated with the RSU/PU Amendment, of which $1.3 million was related to prior service and, therefore, was recorded in the fourth quarter of 2012. The remaining $2.2 million, related to future service, will be recorded as additional stock-based compensation expense over the remaining service period.

Consolidated Impact: Stock Options, RSUs and PUs

The Company concluded in conjunction with the filing of the Form 10-K that the modifications to the outstanding Equity Awards amounting to $6.8 million in the aggregate of increased stock-based compensation expense, inclusive of the $3.4 million charge recorded in the fourth quarter of 2012 as well as the $3.4 million increase in stock-based compensation expense related to future service, were not significant.  As a result, the Company does not believe any additional disclosure is required in the Form 10-K pursuant to ASC 718-10-50-2h.  If the Company concludes that a future modification is significant, the Company will provide disclosure of the modification in accordance with the disclosure requirements of ASC 718-10-50-2h.

Regarding the staff’s comment concerning the disclosure of the weighted average exercise price associated with the 856,019 stock options presented in the stock

Linda Cvrkel

July 11, 2013

Page 5

option rollforward table on page 93 of the Form 10-K with the accompanying caption “Issued in connection with special dividend,” the Company notes that, as discussed above, the Option Adjustment did not represent an issuance of new options, but rather an increase in the number of shares of common stock subject to outstanding stock options and a corresponding reduction in the exercise price per share in respect of such options. The Company does not believe it is necessary to amend its Form 10-K; however, in future filings, should the Company have capital adjustments similar in nature, it will change the terminology it uses from “Issued in connection with special dividend” to “Adjustment associated with special dividend.”

Quarterly Report on Form 10-Q for the quarter ended March 31, 2013

Note (9) Discontinued Operations, page 42

Italian Operations

3.              We note from the disclosure included on page 42 that the Company sold its Italian operations on April 27, 2012 and agree to indemnify the buyers for certain possible obligations and contingencies associated with the fire in Italy. Given that you sold these operations during 2012, please tell us and revise the notes to your financial statements to explain why you had income before taxes of $2,712 and income, net of tax of $2,103 in connection with these operations during 2013.

RESPONSE:

3.              During the three months ended March 31, 2013, the income before taxes of $2,712 and income, net of tax of $2,103 associated with our Italian operations is comprised almost entirely of a $2,357 gain associated with insurance recoveries related to certain property, plant and equipment destroyed in a fire in our Aprilia, Italy facility, which occurred on November 4, 2011. These insurance proceeds were unrelated to our agreement to indemnify the buyers of our Italian operations.

In accordance with ASC 450-30-25, as well as the Company’s policy regarding involuntary conversion of property, plant and equipment, the recognition of this gain was triggered by the receipt of cash proceeds from the Company’s insurance carrier in the first quarter of 2013. The gain is equal to the amount by which the cash proceeds exceeded the carrying value of the associated property, plant and equipment. The Company’s policy that was applied in this instance is disclosed in Footnote 7.d Commitments and Contingencies, Italy Fire within the Quarterly Report on Form 10-Q for the three months ended March 31, 2013 and included below for the staff’s convenience:

“Our policy with respect to involuntary conversion of property, plant and equipment is to record any gain or loss within (gain) loss on disposal/write-down of property, plant and equipment, net within operating income in our consolidated statement of cash flows. Losses are recorded when incurred and gains are

Linda Cvrkel

July 11, 2013

Page 6

recorded in the period when the cash received exceeds the carrying value of the related property, plant and equipment. As a result of the sale of the Italian operations, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations.”

The Company concluded in conjunction with the filing of the Form 10-Q that the income before taxes of $2,712 primarily resulting from the involuntary conversion of property, plant and equipment associated Italian operations was not material to its consolidated financial statements and, therefore, disclosure of the source of the income before taxes was not necessary.

************************************************************************

As requested, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me at (617) 535-2767.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Brian P. McKeon

Brian   P. McKeon

Executive   Vice President and Chief Financial Officer

July 1 , 2013

Via E- Mail

Mr. Brian P. McKeon
Chief Financial Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2012
Filed March 1, 2013
 File No.  001-13045

Dear  Mr. McKeon :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our co mments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Annual Report on Form 10 -K
Note 6. Acquisitions, page 117

1. As the cash paid for the acquisitions of Grupo Store and Sispace AG of $79,000 and
$21,600, respectively, during 2012 total only $100,600 in the aggregate, please tell us and
revise the notes to your financial statements to explain the nature of the additional
amounts of cash paid for acquisitions during 2012 comprising the $131,972 reflected in
the table on page 118.

Note 2. Summary of Significant Accounting Policies
Stock Opti ons, page 92

2. We note from the disclosure in the tables on page 93 through 95 that the Company issued
856,019 stock options, 122,589 restricted shares/RSUs and 32,495 PUs in connection

Mr. Brian P. McKeon
Iron Mountain Incorporated
July 1 , 2013
Page 2

 with the special dividend payment during 2012. Please tell us and revis e the notes to your
financial statements to explain why stock options, restricted shares/RSUs, and PUs were
issued in connection with the special dividend payment. Also, please tell us and revise the
notes to your financial statements to explain how you ac counted for the stock options,
restricted shares/RSUs and PUs issued in connection with the special dividend and
indicate whether the stock based awards issued were accounted for as a  modification of
your existing outstanding  awards. If so, please revise the notes to your financial
statements to include the disclosures outlined in ASC 718 -10-50-2h with respect to the
modifications. Your response and your revised disclosure should also explain why there
was no exercise price associated with the 856,019 stoc k options that were issued in
connection with the special dividend payment.

Quarterly Report on Form 10 -Q for the quarter ended March 31, 2013
Note (9) Discontinued Operations, page 42
Italian Operations

3. We note from the disclosure included on page 42 that the Company sold its Italian
operations on April 27, 2012 and agree to indemnify the buyers for certain possible
obligations and contingencies associated with the fire in Italy. Given that you sold these
operations during 2012, please tell us and revi se the notes to your financial statements to
explain why you had income before taxes of $2,712 and income, net of tax of $2,103 in
connection with these operations during 2013.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.  Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of  Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response  to our comments on your filing.

Mr. Brian P. McKeon
Iron Mountain Incorporated
July 1 , 2013
Page 3

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the u ndersigned, at
(202) 551 -3750 , if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned  with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

May 15, 2012
 Via E-Mail

Mr. Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111
Re: Iron Mountain Incorporated
 Form 10-K for the Year Ended December 31, 2011
Filed February 28, 2012 File No. 001-13045

Dear McKeon:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel
   Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

May 10, 2012

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

RE:

Iron   Mountain Incorporated (the “Company”)

Form 10-K   for the year ended December 31, 2011 (the “Form 10-K”)

Filed   February 28, 2012

File   No. 001-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of May 1, 2012.  Your original letter to us was dated April 10, 2012 and we responded in our letter dated April 23, 2012.  For your convenience, the original staff comments from your May 1, 2012 letter have been repeated in bold typeface, followed by our responses.

Note 10. Commitments and Contingencies, page 130

(h) Government Contract Billing Matter, page 133

1.                                      We note from your response to our prior comment three that should it be determined that an adjustment is necessary in future period, you will assess, at that time, whether the adjustment is a result of a change in estimate or the correction of an error and the accounting and disclosure will be assessed accordingly.  However, we would like you to revise your future filings to disclose the possibility of a future adjustment and your planned accounting treatment for such an adjustment.  Please note that this disclosure should be included even in periods that do not include an adjustment to the amounts already recorded as corrections of an error.  Please confirm that you will include this disclosure as requested.

RESPONSE:

1.                                      Supplementary, we would like to direct the staff to our disclosures in the Form 10-K on page 80 (footnote 2.b.) regarding our use of estimates and on pages 131-132 (footnote 10.c.) regarding our disclosures of aggregate losses in excess of amounts currently accrued related to all of our loss contingencies.  In future filings, until such time that the GSA matter is resolved, we will provide the

following incremental disclosure, whether or not there has been any change in that reporting period to the amounts already recorded as corrections of an error:

“Given the above, it is reasonably possible that an adjustment to our estimates may be required in the future as a result of updated facts and circumstances.  To the extent that an adjustment to our estimates is necessary in a future period, we will assess, at that time, whether the adjustment is a result of a change in estimate or the correction of an error.  A change in estimate would be reflected as an adjustment through the then-current period statement of operations.  A correction of an error would require a quantitative and qualitative analysis to determine the approach to correcting the error.  A correction of an error could be reflected in the then-current period statement of operations or as a restatement of prior period financial information, depending upon the underlying facts and circumstances and our quantitative and qualitative analysis.”

Note 14. Discontinued Operations Digital Operations, page 136

2.                                      We note from your response to our prior comment four that any change in the estimated amount of working capital will be disclosed in the notes to the financial statements and recorded within Gain(loss) on Sale of Discontinued Operations, Net of Tax in your statements of operations.  However, as previously requested, we would like you to revise future filings to disclose how you will account for any changes in the working capital adjustment in your financial statements, whether or not there has been any change in that reporting period. Please confirm that you will revise your notes accordingly.

RESPONSE:

2.                                      Supplementary, we would like to inform the staff that we will disclose the final working capital adjustment amount when it is determined.  In future filings, until such time that the working capital adjustment is resolved, we will provide the following incremental disclosure, whether or not there has been any change in that reporting period:

“Any change in the estimated amount of working capital adjustment will be recorded within gain (loss) on the sale of discontinued operations, net of tax within our consolidated statement of operations.”

2

************************************************************************

As requested, we acknowledge that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated  by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me at (617) 535-2767.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Brian P. McKeon

Brian   P. McKeon

Executive   Vice President and Chief Financial Officer

3

May 1, 2012
 Via E-Mail

Mr. Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111
Re: Iron Mountain Incorporated
 Form 10-K for the Year Ended December 31, 2011
Filed February 28, 2012 File No. 001-13045

Dear McKeon:
 We have reviewed your response letter dated April 23, 2012 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filing and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2011

 Note 10. Commitments and Contingencies, page 130

 (h) Government Contract Billing Matter, page 133

1. We note from your response to our prior comment  three that should it be determined that
an adjustment is necessary in future peri od, you will assess, at that time, whether the
adjustment is a result of a change in estim ate or the correction of an error and the
accounting and disclosure will be assessed ac cordingly.  However, we would like you to
revise your future filings to disclose the possibility of a future adjustment and your
planned accounting treatment for such an adju stment.  Please note th at this disclosure
should be included even in periods that do not include an adjust ment to the amounts
already recorded as corrections  of an error.  Please confirm that you will include this
disclosure as requested.

Mr. Brian P. McKeon Iron Mountain Incorporated May 1, 2012 Page 2

 Note 14. Discontinued Operations Digital Operations, page 136

2. We note from your response to our prior comment  four that any change in the estimated
amount of working capital will be disclosed in the notes to the financial statements and
recorded within Gain(loss) on Sale of Di scontinued Operations, Net of Tax in your
statements of operations.  However, as prev iously requested, we would like you to revise
future filings to disclose how you will account for any changes in the working capital
adjustment in your financial statements, whethe r or not there has been any change in that
reporting period.  Please confirm that you will revise your notes accordingly.

You may contact Claire Erla nger at (202) 551-3301 if you have questions regarding
comments on the financial statements and related matters.  You may also contact me at (202)
551-3813.
Sincerely,
   /s/ Linda Cvrkel    Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

April 23, 2012

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

RE:          Iron Mountain Incorporated (the “Company”)

Form 10-K for the year ended December 31, 2011 (the “Form 10-K”)

Filed February 28, 2012

File No. 001-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of April 10, 2012.  For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses.

Note 7. Income Taxes, page 120

1.                                      We note your disclosure that you have not recorded deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries because such basis differences are not expected to reverse in the foreseeable future and you intend to reinvest indefinitely outside the U.S.  Please revise the notes to the financial statements to disclose the amount of undistributed earnings of your foreign subsidiaries as required by ASC 740-30-50.

RESPONSE:

1.                                       In our Quarterly Report on Form 10-Q for the quarter ending March 31, 2012, and in accordance with ASC 740-30-50, we will revise our disclosure as follows:

“We have not recorded deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries because such basis differences are not expected to reverse in the foreseeable future and we intend to reinvest indefinitely outside the U.S. These basis differences arose primarily through the undistributed book earnings of our foreign subsidiaries. The basis differences could be reversed through a sale of the subsidiaries, each of which would result in an increase in our provision for income taxes.  It is not practicable to calculate the amount of such basis differences As of March 31, 2012, we had approximately $XX,XXX of undistributed earnings within our foreign subsidiaries.”

Note 8. Quarterly Results of Operations (Unaudited), page 125

2.                                      Please revise to discuss the nature of any unusual or infrequent items that impacted your quarterly results of operations for the various periods presented, such as the sale of the Digital Business in the second quarter of 2011, and the impairment of your Western Europe’s reporting unit goodwill in the third quarter of 2011. Refer to the requirement outlined in Item 302(a)(3) of Regulation S-K.

RESPONSE:

2.                                       We acknowledge the requirements of Item 302(a)(3) and in future filings we will provide a discussion of unusual or infrequent items effecting our quarterly results of operations. We respectfully note that our Form 10-K for the year ended December 31, 2011 included extensive discussion of the sale of our Digital Business and the Western Europe goodwill impairment, including disclosure of the periods in which these events occurred. We included a discussion of the sale of our Digital Business in footnote 1 (page 79) and footnote 14 (pages 136-140) to Notes to Consolidated Financial Statements. The sale of our Digital Business was also discussed within the Overview (pages 29-30), Income (Loss) from Discontinued Operations and Gain (Loss) on Sale of Discontinued Operations (pages 54-55) and Liquidity and Capital Resources (page 63) sections of Management’s Discussion & Analysis of Financial Condition and Results of Operations. We included a discussion of the Western Europe goodwill impairment in footnote 2.g. (page 84) to Notes to Consolidated Financial Statements. The Western Europe goodwill impairment was also discussed within Item 6. Selected Financial Data (page 29), as well as the Overview (page 31), Critical Accounting Policies (page 38) and Intangible Impairments (page 50) sections of Management’s Discussion & Analysis of Financial Condition and Results of Operations.  Accordingly, we believe readers of our financial statements were adequately informed of these events in the context of the financial statements taken as a whole.

Note 10. Commitments and Contingencies, page 130

(h) Government Contract Billing Matter, page 133

3.                                      We note your disclosure that in June 2011 you voluntarily disclosed the potential non-compliance in your government contract billing to the GSA and OIG and you continue to review this matter and will provide GSA and OIG with the proposed pricing adjustment to be refunded.  In light of the fact that it appears that this matter has not been settled and you disclose that GSA and OIG may not agree with your determination of the refund amount, please explain to us how you determined the amounts to be recorded as corrections of an error in the statements of operations for the years ended December 31, 2010 and 2009 as disclosed in Note 2(y).  As part of your

2

response, please tell us and disclose in Note 2(y) in future filings, how you will account for any additional adjustments that may result from the discussions with GSA and OIG.

RESPONSE:

3.                                       We quantified the amount of original billings to customers under the GSA contract for each year in which a price reductions clause triggering sale occurred (“Price Reduction”). The amount of original billings by year is as follows (in thousands):

Fiscal Year

Original Amount
   Billed

2011

$

11,254

2010

10,644

2009

8,494

2008

6,507

2007

3,908

2006

906

Total

$

41,713

In order to quantify our estimate of the amount of Price Reduction owed the GSA, we undertook an extensive process utilizing internal and third party resources. We analyzed the billings (and associated pricing) to commercial customers during the GSA contract period in comparison to the pricing billed to customers under the GSA contract. The analysis included a detailed review of pricing at the individual product or service code level (e.g. box records storage, data protection tape storage, transportation) for thousands of customers. Our analysis of pricing, which involved our accounting and finance group, our in-house legal department and external legal and accounting consultants, was conducted throughout the latter part of fiscal year 2011 and into fiscal year 2012. Management’s estimate was based upon all available information at the time of the Form 10-K filing and work is ongoing to finalize the disclosure to the OIG and GSA. Based on this analysis and our judgment related to reaching agreement on a settlement with the OIG and GSA, we estimated the amount of our total exposure for overbilling of customers under the GSA contract as a result of not appropriately applying the Price Reductions.

We are cognizant of the complicated nature of the analysis and judgments applied to date and the possibility that circumstances may arise which would necessitate an adjustment to our current estimate of the Price Reduction amount as a result of a refinement in the estimate or a different interpretation by the GSA. Should it be determined that an adjustment is necessary in a future period, we will assess, at that time, whether the adjustment is a result of a change in estimate or the

3

correction of an error and the accounting and disclosure will be assessed accordingly.

Note 14. Discontinued Operations Digital Operations, page 136

4.                                      We note your disclosure that you and Autonomy are in disagreement regarding the working capital adjustment in the Digital Sale Agreement.  Please tell us and disclose in the notes to the financial statements how you will account for any changes in the working capital adjustment in your financial statements.

RESPONSE:

4.                                       In future filings, any change in the estimated amount of working capital will be disclosed in the notes to the financial statements and recorded within Gain (Loss) on Sale of Discontinued Operations, Net of Tax in our consolidated statement of operations. Additionally, we would like to inform the Staff that we accrued our best estimate of the amount of working capital adjustment associated with the Digital Sale that is owed to Autonomy, which amount was reflected as a reduction to the Gain (Loss) on Sale of Discontinued Operations, Net of Tax in our consolidated statement of operations as of December 31, 2011.

************************************************************************

As requested, we acknowledge that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the content of this letter, please do not hesitate to contact me at (617) 535-2767.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Brian P. McKeon

Brian   P. McKeon

Executive   Vice President and Chief Financial Officer

4

April 10, 2012
 Via E-Mail

Mr. Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111
Re: Iron Mountain Incorporated
 Form 10-K for the Year Ended December 31, 2011
Filed February 28, 2012 File No. 001-13045

Dear McKeon:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filing and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2011

 Note 7. Income Taxes, page 120

1. We note your disclosure that you have not  recorded deferred taxes on book over tax
outside basis differences related to certai n foreign subsidiaries because such basis
differences are not expected to reverse in th e foreseeable future and you intend to reinvest
indefinitely outside the U.S.   Please revise the notes to the financial statements to
disclose the amount of undist ributed earnings of your foreig n subsidiaries as required by
ASC 740-30-50.
 Note 8. Quarterly Results of Op erations (Unaudited), page 125

2. Please revise to discuss the nature of any unus ual or infrequent items that impacted your
quarterly results of operations for the various periods  presented, such as the sale of the
Digital Business in the sec ond quarter of 2011, and the impairment of your Western

Mr. Brian P. McKeon Iron Mountain Incorporated April 10, 2012 Page 2

 Europe’s reporting unit goodwill in the third quarter of 2011. Refer to the requirement
outlined in Item 302(a)(3) of Regulation S-K.
 Note 10. Commitments and Contingencies, page 130

 (h) Government Contract Billing Matter, page 133

3. We note your disclosure that  in June 2011 you voluntarily di sclosed the potential non-
compliance in your government contract billi ng to the GSA and OIG and you continue to
review this matter and will provide GSA and OIG with the proposed pricing adjustment
to be refunded.  In light of th e fact that it appears that this  matter has not been settled and
you disclose that GSA and OIG may not agre e with your determination of the refund
amount, please explain to us how you determined the amounts to be recorded as corrections of an error in the statements of operations for the years ended December 31,
2010 and 2009 as disclosed in Note 2(y).  As part of your response,  please tell us and
disclose in Note 2(y) in future filin gs, how you will account for any additional
adjustments that may result from th e discussions with GSA and OIG.
 Note 14. Discontinued Operations Digital Operations, page 136

4. We note your disclosure that you and Aut onomy are in disagreement regarding the
working capital adjustment in the Digital Sale Agreement.  Please tell us and disclose in
the notes to the financial statements how you will account for any changes in the working
capital adjustment in your financial statements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Brian P. McKeon Iron Mountain Incorporated April 10, 2012 Page 3

 You may contact Claire Erla nger at (202) 551-3301 if you have questions regarding
comments on the financial statements and related matters.  You may also contact me at (202)
551-3813.
Sincerely,
   /s/ Linda Cvrkel    Linda Cvrkel
Branch Chief

July 6, 2011
 Via E-mail

 Mr. Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011
 File No. 1-13045

Dear Mr. McKeon:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

June 29, 2011

Via EDGAR

Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:

Iron   Mountain Incorporated (the “Company”)

Form 10-K   for the year ended December 31, 2010 (the “Form 10-K”)

Filed   March 1, 2011

File   No. 001-13045

Dear Ms. Cvrkel:

The purpose of this letter is to respond to your letter of June 20, 2011.  For your convenience, the original staff comments have been repeated in bold typeface, followed by our responses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures

Free Cash Flows before Acquisitions and Discretionary Investments, or FCF, page 35

1.                                      We note your disclosure regarding the fact that you believe free cash flow (FCF) is a useful measure for investors in determining your ability to generate excess cash flows for reinvestment in the business, for discretionary deployment in investments such as real estate or acquisition opportunities, the potential returning of capital to shareholders or the repayment of indebtedness. As the repayment of indebtedness is mentioned after the discretionary expenditures, as well as the fact that FCF excludes other mandatory expenditures such as debt service, this statement appears to imply that the measure represents the residual cash flow available for discretionary purposes, or rather nonmandatory repayment of indebtedness. Please tell us and revise your disclosure in future filings to clarify whether mandatory debt service requirements or other non-discretionary expenditures are deducted from the measure. Please refer to Question 102.07 of the Compliance and Disclosure Interpretations issues on January 11, 2010 for further details.

RESPONSE:

1.                                      We will clarify our definition of FCF in future filings. As the calculation of FCF is based on Cash Flows from Operating Activities, the cash payments made to service our debt (i.e. interest payments) are incorporated into the calculation of this measure while repayments of principal are not. In response to the Staff’s comment, in future filings we will change the language on page 35 to read as follows:

“FCF is defined as Cash Flows from Operating Activities less capital expenditures (excluding real estate), net of proceeds from the sales of property and equipment and other, net and additions to customer acquisition cost. Our management uses this measure when evaluating the operating performance of our consolidated business. We believe this measure provides relevant and useful information to our current and potential investors. FCF is a useful measure in determining our ability to generate excess cash that may be used for reinvestment in the business, discretionary deployment in investments such as real estate or acquisition opportunities, returning of capital to our shareholders and voluntary prepayments of indebtedness.”

Note 10. Commitments and Contingencies

c. Litigation, page 119

2.                                      We note in several instances where you indicate that even though you are unable to predict the final outcome of the case, you do not expect that it will have a material impact on the financial statements. We do not consider such disclosures to be adequate. Pursuant to ASC 450-20-50-3 if no accrual is made for a loss contingency because one or both of the conditions are not met, or an exposure to loss exists in excess of the amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. The disclosure shall indicate the nature of the contingency and shall give an estimate of the possible loss or range of loss or state that such an estimate cannot be made. For contingencies where an estimate cannot be made of the possible loss or range of loss, please advise us as to why. We may have further comment upon receipt of your response.

RESPONSE:

2.                                      We account for loss contingencies in accordance with Accounting Standards Codification 450-20, Loss Contingencies. In response to the Staff’s comment, in future filings we will change the language in Note 10 (c) to the Consolidated Financial Statements to read as follows:

2

“We are involved in litigation from time to time in the ordinary course of business with a portion of the defense and/or settlement costs being covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties.  Our policy is to establish reserves for loss contingencies when the losses are both probable and estimable.  We record legal costs associated with loss contingencies as expenses in the period in which they are incurred.  The matters described below represent our more significant loss contingencies.  In each matter, we have evaluated the matter and accrued an amount, if both probable and estimable, that represents our estimate of any probable loss associated with such matter.  In addition, we have estimated a reasonably possible range for all loss contingencies including those described below.  We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $11 million over the next several years.”

e. Chile Eathquake, page 120

3.                                      We note that with respect to the February 27, 2010 earthquake in Chile, you have recorded gains on the disposal/write-down of property, plant and equipment, net in your statement of operations of approximately $10,200 for the year ended December 31, 2010, and have received approximately $27,000 in insurance recoveries. Such amount represents a portion of your business personal property, business interruption, and expense claims filed with your insurance carriers. Please tell us and revise the notes to your consolidated financial statements in future filings to disclose your accounting policy for involuntary conversions of property plant and equity and proceeds from business interruption insurance. Your response and revised policy should address the timing for when such proceeds are recognized within the financial statements, and the aggregate amount of business interruption insurance recoveries recognized during the period and line item(s) in the statements of operations in which those recoveries are classified.

RESPONSE:

3.                                      Supplementary, we would like to inform the Staff that as of December 31, 2010 and March 31, 2011, we had not received any proceeds from business interruption insurance associated with the Chilean earthquake.  During the quarter ended June 30, 2011, we received approximately $0.7 million of additional insurance proceeds related to the Chilean earthquake, of which approximately $0.2 million relates to business interruption insurance recoveries. In future filings, to the extent appropriate, we will include disclosure of the below policies.

3

Our policy related to business interruption insurance recoveries is to record gains within other (income) expense, net in our consolidated statement of operations and proceeds received within cash flows from operating activities in our consolidated statement of cash flows.  Such amounts are recorded in the period when the cash is received.

Our policy with respect to involuntary conversion of property, plant and equipment is to record any gain or loss within (gain) loss on disposal/writedown of property, plant and equipment, net within operating income in our consolidated statement of operations and proceeds received within cash flows from investing activities within our consolidated statement of cash flows.  Losses are recorded when incurred and gains are recorded in the period when cash received exceeds the carrying value of the related property, plant and equipment.

Form 10-Q for the period ended March 31, 2011

4.                                      We note that in January 2011, you acquired the remaining 80% interest of your joint venture in Poland in a stock transaction for an estimated purchase price of $69,500. We also note that your calculation of the fair value of your previously held equity interest of $10,425 utilized an estimate of the control premium paid which reduced the total fair value of the consideration for the purchase of the remaining 80% interest by 40%. In this regard, please advise us and revise future filings tell us how you determined that 40% was an appropriate discount factor for the control premium. You response should include significant assumptions used and/or factors considered by management in determining the discount rate.

RESPONSE:

4.                                      In determining the appropriate discount factor to apply in the calculation of the gain on our previously held equity interest in our joint venture in Poland, management gave consideration to the size and location of the business acquired, the potential future profits expected to be generated by the business and publicly available market data.

Management performed a sensitivity analysis on the 40% control premium in order to assess the materiality of any potential change in the discount factor. Management noted that had a 20% discount factor been applied for purposes of this calculation, that the gain recorded on this transaction would have increased by $3.5 million.

In response to the Staff’s comment, in future filings, we will change the language on page 23 to read as follows:

4

“The Company determined that a 40% control premium was appropriate after considering the size and location of the business acquired, the potential future profits expected to be generated by the Polish entity and publicly available market data.”

Other

5.                                      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

·                  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

RESPONSE:

5.                                      As requested, we acknowledge that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

5

If you have any questions concerning the content of this letter, please do not hesitate to contact me at (617) 535-2767.

Sincerely,

IRON   MOUNTAIN INCORPORATED

By:

/s/   Brian P. McKeon

Brian   P. McKeon

Executive   Vice President and Chief Financial Officer

6

June 20, 2011
 Via E- Mail

 Mr. Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2010
Filed March 1, 2011
 File No. 1-13045

Dear Mr. McKeon:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Mr. Brian P. McKeon Iron Mountain Incorporated June 20, 2011 Page 2

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Non-GAAP Measures
Free Cash Flows before Acquisitions and Disc retionary Investments, or FCF, page 35

1. We note your disclosure regard ing the fact that you believe free cash flow (FCF) is a
useful measure for investors in determining your  ability to generate excess cash flows for
reinvestment in the business, for discretiona ry deployment in investments such as real
estate or acquisition opportunitie s, the potential returning of capital to shareholders or the
repayment of indebtedness.  As the repayment of indebtedness is mentioned after the discretionary expenditures, as well as the fact that FCF excludes other mandatory
expenditures such as debt service, this st atement appears to imply that the measure
represents the residual cash flow available for discretionary pur poses, or rather non-
mandatory repayment of indebtedness.  Please te ll us and revise your disclosure in future
filings to clarify whether manda tory debt service requirement s or other non-discretionary
expenditures are deducted from the measure.   Please refer to Question 102.07 of the
Compliance and Disclosure Interpretations issues on January 11, 2010 for further details.
 Note 10.  Commitments and Contingencies

c.  Litigation, page 119

2. We note in several instances where you i ndicate that even though you are unable to
predict the final outcome of the case, you do not expect that it will have a material impact
on the financial statements.  We do not cons ider such disclosure s to be adequate.
Pursuant to ASC 450-20-50-3 if  no accrual is made for a loss contingency because one or
both of the conditions are not met, or an e xposure to loss exists in excess of the amount
accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the contingency
shall be made when there is at least a reas onable possibility that a loss or an additional
loss may have been incurred.  The disclosure shall indicate the nature of the contingency
and shall give an estimate of the possible lo ss or range of loss or state that such an
estimate cannot be made.  For contingencies where an estimate cannot be made of the
possible loss or range of loss, please advise us as to why.  We may have further comment
upon receipt of your response.
 e.  Chile Eathquake, page 120

3. We note that with respect to the Februa ry 27, 2010 earthquake in Chile, you have
recorded gains on the disposal/w rite-down of property, plant and equipment, net in your
statement of operations of approximately $10,200 for the year ended December 31, 2010,
and have received approximately $27,000 in  insurance recoveries.  Such amount
represents a portion of your business pe rsonal property, business interruption, and
expense claims filed with your insurance carrier s.  Please tell us and revise the notes to
your consolidated financial statements in futu re filings to disclose your accounting policy
for involuntary conversions of property plan t and equity and proceeds from business
interruption insurance.  Your  response and revised policy should address the timing for

Mr. Brian P. McKeon Iron Mountain Incorporated June 20, 2011 Page 3

 when such proceeds are recognized within th e financial statements, and the aggregate
amount of business interrupti on insurance recoveries rec ognized during the period and
line item(s) in the statements of operations in  which those recoveries  are classified.
 Form 10-Q for the period ended March 31, 2011

4. We note that in January 2011, you acquired th e remaining 80% interest of your joint
venture in Poland in a stock transaction fo r an estimated purchase price of $69,500.  We
also note that your calculation of the fair valu e of your previously held  equity interest of
$10,425 utilized an estimate of the control pr emium paid which reduced the total fair
value of the consideration for the purchase of the remaining 80%  interest by 40%.  In this
regard, please advise us and revise future filings tell us how you determined that 40% was an appropriate discount factor for the control premium. You response should include
significant assumptions used and/or factors considered by management in determining
the discount rate.
 Other

5. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346, or in her ab sence, Jean Yu, at (202)
551-3305, if you have questions regarding comment s on the financial statements and related
matters.  Please contact the undersigned w ith any other questi ons at (202) 551-3813.

Mr. Brian P. McKeon Iron Mountain Incorporated June 20, 2011 Page 4

Sincerely,

 /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

  Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

FAX: (212) 310-8007

April 1,
2011

VIA EDGAR TRANSMISSION

AND BY HAND

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attn: David L. Orlic, Esq.

Re:Iron Mountain Incorporated

Preliminary Proxy Statement on Schedule 14A

Filed by Iron Mountain Incorporated

Filed on March 21, 2011

File No. 001-13045

Dear Mr. Orlic:

        On
behalf of our client, Iron Mountain Incorporated (the "Company"), we are transmitting herewith via the EDGAR system for filing with the
Securities and Exchange Commission Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A ("Preliminary Proxy Statement") of
the Company (File No. 001-13045).

        Set
forth below in bold are comments in the Staff's letter of March 29, 2011. Immediately following each of the Staff's comments is the Company's response to that comment,
including where applicable, a cross-reference to the location of changes made in response to the Staff's comment. For your convenience, each of the numbered paragraphs below corresponds to the
numbered comment in the Staff's comment letter and includes the caption used in the comment letter.

 General

1.You have filed your proxy statement under the header tag PRE 14A, rather than PREC 14A. Please confirm that you will file your
definitive proxy statement under the header tag DEFC14A.

The
Company acknowledges the Staff's comment. The Company confirms that it will file the definitive proxy statement under the header tag DEFC14A.

2.You state in several places in your filing that you oppose the election of the Elliott Associates' director nominees. Please state
the specific reason for this opposition.

The
Company acknowledges the Staff's comment. In response to the Staff's comment, the Company has revised page 11 of the Preliminary Proxy Statement to provide the specific reason for the
Company's opposition of the election of the Elliott Associates' director nominees.

 Proxy Solicitation, Page 57

3.You state that you may employ a variety [of] methods to solicit proxies. Please confirm your understanding
that all written soliciting materials, including any scripts to be used in soliciting

 proxies over the telephone, must be filed under cover of Schedule 14A. Refer to Rule 14a-6(b) and (c).

The
Company acknowledges the Staff's comment. The Company understands that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone, must be filed
under cover of Schedule 14A. The Company confirms it will comply with Rule 14a-6(b) and (c).

 Form of Proxy

4.Rule 14a-4(b)(1) provides that persons solicited be afforded an opportunity to specify by boxes a choice
between approval or disapproval of, or abstention with respect to, each separate matter, other than elections to office. Please revise proposals 2 and 4-6
accordingly.

In
response to the Staff's comment, the Company has revised the form of proxy to specify by boxes a choice between approval or disapproval of, or abstention with respect to, proposals 2
and 4-5, in order to comply with Rule 14a-4(b)(1). With respect to proposal 6, the Company does not believe it is necessary to specify by boxes a choice
between approval or disapproval of, or abstention.

5.Please revise proposal 3 in accordance with Rule 14a-4(b)(3), or advise.

In
response to the Staff's comment, the Company has revised the form of proxy to specify by boxes a choice between one year, two years or three years, or abstention with respect to
proposal 3, in order to comply with Rule 14a-4(b)(3).

        The
undersigned, on behalf of the Company, hereby acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may
not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        If
you have any questions or would like to discuss any of the Company's responses, please do not hesitate to call me (212-310-8552) or, if more convenient, send
me an e-mail (michael.aiello@weil.com).

Very truly yours,

/s/ MICHAEL J. AIELLO

  Michael J. Aiello

cc:Ernest
W. Cloutier

(Iron Mountain Incorporated)
2

March 29 , 2011

 Via U.S. Mail
Mr. Ernest W . Cloutier
Secretary
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Re: Iron Mountain Incorporated
Preliminary Proxy Statement on Schedule 14A
Filed on March  21, 2011
File No.  001-13045
 Dear Mr. Cloutier :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General
1. You have filed your proxy statement under the header tag PRE 14A, rather t han
PREC14A.  Please confirm that you will file your definitive proxy statement under the
header tag DEFC14A .
 2. You state in several places in your filing that you oppose the election of the Elliott Associates ’ director nominee s.  Please state the  specific re ason or reasons for this
opposition.

Mr. Ernest W . Cloutier
Iron Mountain Incorporated
March 29 , 2011
Page 2
 Proxy Solicitation, page  57
3. You state that you may employ a variety  methods to solicit proxies.  Please confirm your
understanding that  all written soliciting materials, including any scripts to be used in
soliciting proxies over the telephone, must be filed under cover of Schedule  14A.  R efer
to Rule 14a -6(b) and (c).

 Form of Proxy
4. Rule 14a -4(b)(1) provides that persons  solicited be afforded an opportunity to specify by
boxes a choice between approval or disapproval of, or abstention with respect to, each
separate matter , other than elections to office.   Plea se revise proposals 2 and 4- 6
accordingly.

5. Please revise proposal 3  in accordance w ith Rule 14a -4(b)(3), or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since th e company and its management are
in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from th e company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with resp ect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Ernest W . Cloutier
Iron Mountain Incorporated
March 29 , 2011
Page 3
You may contact me at (202) 551- 3503 if you have any questions regarding our
comments .

Sincerely,

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions
  cc:
Via facsimile:  ( 212) 310 -8007
Michael J. Aiello , Esq.
Weil, Gotshal & Manges LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

         September 24, 2010  Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, MA 02111
Re: Iron Mountain Incorporated  Form 10-K
Filed February 26, 2010 File No. 001-13045  Definitive Proxy Statement on Schedule 14A Filed April 23, 2010
 Dear Mr. McKeon:   We have completed our review of your Form10-K filed February 26, 2010 and
have no further comments at this time.            S i n c e r e l y ,             Chanda DeLong         A t t o r n e y - A d v i s o r

CORRESP
1
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Iron Mountain Incorporated

745 Atlantic Avenue

Boston, Massachusetts 02111

September 21, 2010

Via EDGAR
and Fax (703) 813-6967

Amanda Ravitz

Branch Chief - Legal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:            Iron
Mountain Incorporated (the “Company”)

Form 10-K for the year ended December 31,
2009 (the “Form 10-K”)

Filed February 26, 2010

File No. 001-13045

Definitive Proxy Statement on Schedule 14A

Filed April 23, 2010 (the “Proxy Statement” and,
together with the Form 10-K, the “Filings”)

Dear Ms. Ravitz:

The purpose of this letter is to respond to your
letter of September 7, 2010.  For
your convenience, the original staff comments have been repeated in bold
typeface, followed by our responses.

Definitive Proxy Statement on
Schedule 14A

General

1.                                      We note that you have not provided disclosure regarding
compensation committee interlocks and insider participation.  Please include the disclosure required by
Item 407(e)(4) in future filings or advise.

RESPONSE:

1.                                       We have not provided the disclosure required by Item 407(e)(4) based
on the staff’s policy set forth in Regulation S-K Compliance and Disclosure
Interpretation 233.02, that if the only disclosure that a registrant is
required to provide pursuant to Item 407(e)(4) is the identity of the
members of the compensation committee, because the registrant has no
transactions or relationships that trigger a disclosure obligation, the
registrant may omit the Item 407(e)(4) caption.  None of the relationships or transactions
identified in Item 407(e)(4) exists among the members of the Company’s
compensation committee or executive officers of the Company.  In response to the staff’s comment, we will
provide an affirmative statement to this effect in future filings.

Other Named Executive Officers’
Base-Salary page 39

2.                                      In future filings, please include an exhibit to list
the one hundred and fifty organizations included in the “Radford Survey Group,”
as it appears that you benchmark against these companies.

RESPONSE:

2.                                       In response to the staff’s comment, we will identify the one hundred and
fifty organizations included in the “Radford
Survey Group” in future filings if we use that group to benchmark material
elements of a Named Executive Officer’s compensation.

Consideration of Risk in Our
Compensation Programs, page 58

3.                                      We note your disclosure in response to Item 402(s) of
Regulation S-K.  Please describe the
process you undertook to reach the conclusion that disclosure is not necessary.

RESPONSE:

3.                                       As stated on page 58 of the Proxy
Statement, the Compensation Committee concluded that the components and
structure of the Company’s compensation plans do not create risks that are
reasonably likely to result in a material adverse effect on the Company.  The process undertaken to reach this
conclusion involved an analysis of the Company’s compensation plans by
management and the Compensation Committee.

As stated on page 16
of the Proxy Statement, the committee of the Board assigned responsibility for
an area of risk receives reports from the Company executives accountable for
understanding and mitigating the identified risk.  The committee of the Board assigned
responsibility for the risk area then assesses the executive report and
independently considers the severity of the risk and mitigating factors.

In the case of compensation
risk the Compensation Committee received management’s analysis of the risks
that may exist in the Company’s compensation plans and the factors that
mitigate against the plans creating material risks to the Company.  The management team’s analysis was conducted by senior personnel within the human resources and legal
departments, including personnel who focus on compensation.

The management assessment focused on the material
elements of the Company’s compensation plans for all employees, including (i) the
components of compensation which are materially similar to the components of
compensation offered to the Company’s Named Executive Officers discussed on pages 37-38
of the Proxy Statement,  (ii) specific
performance measures used for employees and (iii) the mix between long and
short-term compensation, as well as factors in the Company’s programs that
mitigate

2

against potential risks.   Management’s
analysis noted that factors such as individual employee incentive compensation
amount maximums, aligning individual performance targets with Company-wide
performance, setting reasonably attainable goals for all employees, the
internal processes for calculating and reviewing bonus payouts and having a
combination of long-term and short-term incentive payouts, mitigated against
excessive risk taking to achieve goals tied to compensation.

In the Compensation
Committee’s review of the Company’s compensation plans, the committee
considered the management team’s assessment of the various elements of the
Company’s compensation program and factors that mitigate against unreasonable
risk taking.  The Committee then
conducted its own assessment through a discussion of the potential risks and
the factors that mitigate against risk.
The Compensation Committee concluded, based on a combination of factors
including the structure and components of the plans, that the Company’s
compensation plans do not create risks that are reasonably likely to result in
a material adverse effect on the Company.

***********************************************************************

In connection with our responses above, we acknowledge
that:

·                  the Company is responsible for the adequacy and accuracy of the
disclosure in the Filings;

·                  staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the Filings;
and

·                  the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

If you have any questions concerning the content of
this letter, please do not hesitate to contact me at (617) 535-2767.

  Sincerely,

  IRON MOUNTAIN INCORPORATED

  By:

  /s/
  Brian P. McKeon

  Brian P. McKeon

  Executive Vice President and Chief Financial Officer

3

September 7, 2010

Brian P. McKeon Chief Financial Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, MA 02111
Re: Iron Mountain Incorporated  Form 10-K
Filed February 26, 2010 File No. 001-13045  Definitive Proxy Statement on Schedule 14A Filed April 23, 2010
 Dear Mr. McKeon:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Definitive Proxy Statement on Schedule 14A

General

1. We note that you have not provided disclosure regarding compensation committee
interlocks and insider participation.  Please include the di sclosure required by Item
407(e)(4) in future filings or advise.
 Other Named Executive Officer s’ Base-Salary, page 39

2. In future filings, please include an exhibit to  list the one hundred a nd fifty organizations
included in the “Radford Survey Group,” as it  appears that you be nchmark against these
companies.

Brian P. McKeon Iron Mountain Incorporated September 7, 2010 Page 2

 Consideration of Risk in Our Compensation Programs, page 58

3. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please describe
the process you undertook to reach the conclusion that disclosure is not necessary.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Chanda DeLong at (202) 551- 3490 or me at (202) 551-3412 with any
other questions.
Sincerely,
     Amanda Ravitz  Branch Chief – Legal

Mail Stop 3561
         April 28, 2008   Via Fax & U.S. Mail

 Mr. C. Richard Reese, Chief Executive Officer Iron Mountain Incorporated 745 Atlantic Avenue  Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2007
Filed February 29, 2008
 File No. 001-13045

Dear Mr. Reese:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,    Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

    imis_corresp.htm

    [Iron Mountain
Incorporated Letterhead]

    April
21, 2008

    Via EDGAR and Fax (202)
772-9205

    Linda
Cvrkel

    Branch
Chief

    United
States Securities and Exchange Commission

    450
Fifth Street, N.W.

    Washington,
D.C. 20549-0305

              RE:

              Iron
      Mountain Incorporated (the “Company”)

              Form 10-K for the year ended December 31, 2007

              Filed February 29, 2008

              File No. 001-13045

    Dear
Ms. Cvrkel:

    The
purpose of this letter is to respond to your letter of April 8,
2008.  For your convenience, the original SEC comments have been
repeated in bold typeface.

    Annual Report on Form 10-K
for the year ended December 31, 2007

    Business, page
1

    B.  Description of
Business, page 2

    Growth Strategy, page
9

    International
Acquisition Strategy,
page 10

              1.

              Please
      tell us why the $2 million for the joint venture in Asia Pacific in 2007
      does not appear as a cash outflow item under investing activities within
      your cash flow statement.  If no cash was used for the
      establishment of this joint venture, please tell us how the consideration
      was paid.

    RESPONSE:

              1.

              The
      cash used to fund the investment in the 50.1% interest in our Asia Pacific
      joint venture of $2 million in 2007 is included in the line item captioned
      “Cash paid for acquisitions, net of cash acquired” included within Cash
      Flows from Investing Activities.

          Linda
Cvrkel

          April 21, 2008

          Page 2

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
26

    Results of Operations, page
35

              2.

              In
      future filings, where changes in revenue and expense amounts are
      attributed to more than one factor, each significant factor should be
      separately quantified and discussed.  For example, each of the
      factors contributing to the increase in general and administrative costs
      listed on page 39 should be quantified and discussed.  (i.e.
      compensation expenses, reorganization, and field operations
      meeting).  Please confirm your understanding and that you will
      comply in future filings in your response to
us.

    RESPONSE:

              2.

              In
      response to the Staff’s comment, in future filings for future periods we
      will disclose the quantitative impact of the factors we specifically
      identify in the discussion of changes to our revenues and
      expenses.  In addition, to the extent useful to an investor’s
      understanding of our business, we will include a discussion of these
      factors.

    Segment Analysis, page
44

              3.

              We
      note your disclosure of depreciation and amortization excluded from the
      calculation of segment contribution on pages 44, 45, and
      46.  Please tell us and revise future filings to describe how
      management uses this measure, and why it is useful to investors given you
      have included such amounts in the tables as segment financial measures but
      have not provided a discussion of the changes in the
      measure.  If you determine this measure is not relevant to an
      investor’s understanding of your segment analysis, please remove from
      future filings.

    RESPONSE:

              3.

              As
      required by paragraph 27(b) in SFAS No. 131, we are required to disclose
      depreciation and amortization by reportable segment and we have included
      such information in Note 9 to the Notes to the Consolidated Financial
      Statements.  For consistency purposes we had included those same
      amounts in Management’s Discussion and Analysis, although such information
      is not required.  In future filings, we will no longer present
      such disclosure in Management’s Discussion and Analysis but will continue
      to disclose such amounts as required by SFAS No. 131 in the Notes to the
      Consolidated Financial Statements.

          Linda
Cvrkel

          April 21, 2008

          Page 3

    Financial Statements, page
57

    Notes to Consolidated
Financial Statements, page 62

    Note 2.  Summary
of Significant Accounting Policies, page 62

    k.  Accrued
Expenses, page 69

              4.

              We
      note that Accrued Expenses – Other comprises approximately 19% of total
      current liabilities.  Please tell us whether any amounts
      included in Accrued Expenses – Other exceeds 5% of total current
      liabilities.  If so, you are required to state separately, in
      the balance sheet or in a note, any item, included in other current
      liabilities, which is in excess of 5 percent of total current liabilities
      in accordance with Rule 5-02.20 of Regulation
  S-X.

    RESPONSE:

              4.

              Accrued
      Expenses – Other of $115.1 million and $148.1 million for the years ending
      December 31, 2006 and 2007, respectively, did not include any items which
      exceeded 5% of total current liabilities, or $31.9 million and $38.3
      million for the years ending December 31, 2006 and 2007,
      respectively.

    Note
6.  Acquisitions, page 94

              5.

              Please
      reconcile for us the cash paid for acquisitions in 2007 of $375,746 (i.e.
      $200,295 for ArchivesOne, $45,400 for RMS, and $130,051 for Stratify) with
      the amount presented within your cash flow statement on page 61 under the
      line item “Cash paid for acquisitions, net of cash acquired” of
      $481,526.  To the extent there are material differences, you
      should disclose such amounts in future
filings.

              6.

              We
      note from the last paragraph on page 96 that in connection with certain
      recent acquisitions, the company may be obligated to pay additional
      consideration if certain earnings objectives are achieved.  We
      also note from the disclosures in Note 2 that during 2007 and 2006, the
      company paid $1.8 million and $14.2 million, respectively, of additional
      purchase price consideration for acquisitions completed in prior years and
      the accrued additional purchase consideration was recorded as
      goodwill.  Please tell us and revise the notes to your financial
      statements in future filings to explain in further detail the nature and
      terms of the conditions which must occur for this contingent consideration
      to become payable.  As part of your response, please
      specifically address whether any of these payments are or were contingent
      upon the former shareholders of the acquired entities remaining employed
      with the company.  Your response should also explain in further
      detail why you believe it is appropriate to account for the accruals and
      payments made as part of the purchase price for the acquisitions rather
      than as compensation expense.  Refer to the guidance outlined in
      paragraphs 25 through 34 of SFAS No. 141 and EITF
  95-8.

          Linda
Cvrkel

          April 21, 2008

          Page 4

    RESPONSE:

              5.

              Cash
      paid for acquisitions, net of cash acquired was $481.5 million for the
      year ending December 31, 2007 as presented in our Consolidated Statement
      of Cash Flows.  Our three largest acquisitions in 2007 were
      ArchivesOne, RMS and Stratify which accounted for 78% of total cash paid
      for acquisitions in 2007, net of cash acquired.  We completed
      another 19 acquisitions in 2007 which accounted for the remaining $105.8
      million or 22% of cash paid for acquisitions, net of cash
      acquired.  These 19 other acquisitions ranged from approximately
      $1 million to $18 million of cash paid, net of cash acquired (with only
      four of these 19 acquisitions exceeding $10 million) and on average
      amounted to $5.6 million per
acquisition.

              6.

              We
      have accounted for contingent consideration in accordance with SFAS No.
      141, Business
      Combinations, and EITF No. 95-8, Accounting for Contingent
      Consideration Paid to the Shareholders of an Acquired Enterprise in a
      Purchase Business Combination.  The $24.3 million of
      potential contingent consideration disclosed in our December 31, 2007 10-K
      is associated with five acquisitions that have potential contingent
      payments generally payable from 2008 through 2011.  These
      payments are contingent upon the achievement of specified revenue targets
      and/or multiples of earnings before interest, taxes, depreciation and
      amortization (as defined in the purchase agreements) and typically are
      calculated in a manner consistent with the way in which we valued the
      underlying acquisitions.  Of the total $24.3 million,
      approximately $5.2 million, if paid, would be recorded to compensation
      expense due to continuing employment arrangements in accordance with EITF
      95-8 and the remaining $19.1 million, if paid, would be recorded to
      goodwill.  Generally, these payments are based on formulas that
      are consistent with the manner in which the underlying business was valued
      and are not contingent upon continued employment.  When payments
      require the former shareholders to continue to be employed, we apply the
      provisions of EITF 95-8 and generally all of these payments are treated as
      compensation expense.  We recorded approximately $0.6 million of
      compensation expense during the year ended December 31, 2007 associated
      with contingent payments resulting from prior acquisitions in accordance
      with EITF 95-8.  In future filings, we will change the wording
      on page 96 to read as follows:

    “In
connection with some of our acquisitions, we have contingent earn-out
obligations that become payable in the event the businesses we acquired achieve
specified revenue targets and/or multiples of earnings before interest, taxes,
depreciation and amortization (as defined in the purchase
agreements).  These payments are based on the future results of these
operations and our estimate of the maximum contingent earn-out payments we may
be required to make under

          Linda
Cvrkel

          April 21, 2008

          Page 5

    all
such agreements as of December 31, 200X is approximately
$_____.  These amounts are generally payable over periods ranging from
200X through 200X and approximately $_____ of these payments, if made, will be
treated as additional consideration as part of the acquisition and will increase
goodwill, and approximately $_____ of these payments, if made, will be recorded
as compensation expense.  We have recorded $_____, $_____ and $_____
of compensation expense for the years ended December 31, 200X, 200X and 200X,
respectively, in the accompanying consolidated statements of operations related
to contingent consideration arrangements.”

    Note 8.  Quarterly
Results of Operations (Unaudited), page 101

              7.

              We
      note that net income increased significantly in the third quarter of 2007
      and decreased again in the fourth quarter of 2007.  Please note
      that the guidance in Item 302(a)(3) of Regulation S-K requires that
      selected quarterly financial data include a discussion of any
      extraordinary, unusual or infrequently occurring items recognized in each
      full quarter of the fiscal years presented as well as the aggregate effect
      and the nature of year-end or other adjustments which are material to the
      results of that quarter.  Please revise your footnote to comply
      with the disclosure requirements of Item 302(a)(3) in future
      filings.

    RESPONSE:

              7.

              As
      part of our year-end procedures, we noted the change between net income
      between the third and fourth quarters of 2007 and investigated whether any
      items required additional disclosure as required by Item 302(a)(3) of
      Regulation S-K.  We concluded that no items of a material nature
      were extraordinary, infrequent or unusual that required
      disclosure.  It should be noted that a significant fluctuation
      related to our provision for income taxes, which we concluded was not
      extraordinary, infrequent or unusual.  Therefore, we
      respectfully advise the Staff that no modification to our disclosures is
      necessary.

    Note 9.  Segment
Information, page 101

              8.

              We
      note as part of your segment footnote on page 104 that you disclose
      revenues by product and service line.  It is unclear to us based
      upon your current disclosures which service offerings comprise the
      physical records management and secure shredding line as well as the
      physical tape rotation services line.  In this regard, please
      clarify for us and in future filings disclose the type of services
      offerings (as described in your business section) included in each of your
      product and service lines.  Also, please tell us and describe in
      future filings how such product and service lines are classified within
      the revenue line items (i.e. storage and service and storage material
      sales) presented on the face of the income
  statement.

          Linda
Cvrkel

          April 21, 2008

          Page 6

    RESPONSE:

              8.

              In
      response to the Staff’s comment, in future filings we will include
      additional footnotes to the table showing revenues by product and service
      lines in Note 9 to clarify the service offerings (as described in our
      business section) included in the products and service lines and to
      clarify how such product and service lines are classified within the
      revenue line items (i.e. storage and service and storage material sales)
      presented on the face of the income statement.   We have
      included a revised table below to reflect the additional footnotes and
      clarifications we intend to use in future
  disclosures:

    “Information
as to our revenues by product and service lines is as follows:

              Years Ended December
      31,

      2005

      2006

      2007

              Revenues:

              Physical
      Records Management and Secure Shredding (1) (2)

              $1,614,905

              $1,856,873

              $2,165,798

              Physical
      Tape Rotation Services (1) (3)

              349,813

              353,471

              401,019

              Digital
      (1) (4)

              113,437

              139,998

              163,218

              Total
      Revenues

              $2,078,155

              $2,350,342

              $2,730,035

              (1)

              Each
      of the service offerings within our product and service lines has a
      component of revenue that is storage related and a component that is
      service and storage material sales, except the Secure Shredding service
      offering, which does not have a storage
  component.

              (2)

              Includes
      Business Records Management, Healthcare Information Services, Vital
      Records Services, Secure Shredding, Document Management Solutions, Service
      and Courier Operations, and Complementary Services and
      Products.

              (3)

              Includes
      Physical Data Protection & Recovery Services, Service and Courier
      Operations, and Complementary Services and
  Products.

              (4)

              Includes
      Digital Archiving, Electronic Vaulting, Intellectual Property Management,
      and eDiscovery Services.”

          L

Mail Stop 3561
         A p r i l  8 ,  2 0 0 8    Via Fax & U.S. Mail

 Mr. C. Richard Reese, Chief Executive Officer Iron Mountain Incorporated 745 Atlantic Avenue  Boston, Massachusetts 02111

Re: Iron Mountain Incorporated
 Form 10-K for the year ended December 31, 2007
Filed February 29, 2008
 File No. 001-13045

Dear Mr. Reese:

We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your document in future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. C. Richard Reese, CEO
Iron Mountain Incorporated
April 8, 2008 Page 2

Annual Report on Form 10-K for the year ended December 31, 2007

 Business, page 1

B.  Description of Business, page 2
Growth Strategy, page 9
International Acquisition Strategy, page 10

1. Please tell us why the $2 million for the jo int venture in Asia Pacific in 2007 does
not appear as a cash outflow item under inve sting activitie s within your cash flow
statement.  If no cash was used for the esta blishment of this joint venture, please
tell us how the consideration was paid.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 26
Results of Operations, page 35

2. In future filings, where changes in revenue  and expense amounts are attributed to
more than one factor, each significant fact or should be separately quantified and
discussed.  For example, each of the factor s contributing to the increase in general
and administrative costs listed on page 39 should be quantified and discussed.
(i.e. compensation expenses, reorganiza tion, and field operations meeting).
Please confirm your understanding and that you will comply in future filings in
your response to us.

Segment Analysis, page 44

3. We note your disclosure of depreciati on and amortization excluded from the
calculation of segment contri bution on pages 44, 45, and 46.  Please tell us, revise
future filings to describe how management uses this measure, and why it is useful
to investors given you have included such amounts in the tables as segment financial measures but have not provid ed a discussion of the changes in the
measure.  If you determine this measure is not relevant to an investor’s understanding of your segment analysis, please remove from future filings.

Mr. C. Richard Reese, CEO
Iron Mountain Incorporated
April 8, 2008 Page 3

Financial Statements, page 57

Notes to Consolidated Financial Statements, page 62
Note 2.  Summary of Significan t Accounting Policies, page 62
k.  Accrued Expenses, page 69

4. We note that Accrued Expenses - Other comprises approximately 19% of total
current liabilities.  Please tell us whether any amounts included in Accrued
Expenses – Other exceeds 5% of total curr ent liabilities.  If so, you are required to
state separately, in the balance sheet or  in a note, any item, included in other
current liabilities, which is in excess of 5 percent of total current liabilities in
accordance with Rule 5-02.20 of Regulation S-X.

 Note 6.  Acquisitions, page 94

5. Please reconcile for us the cash paid  for acquisitions in 2007 of $375,746 (i.e.
$200,295 for ArchivesOne, $45,400 for RMS, and $130,051 for Stratify) with the
amount presented within your cash flow st atement on page 61 under the line item
“Cash paid for acquisitions, net of cash acquired” of $481,526.  To the extent there are material differences, you should disclose such amounts in future filings.

6. We note from the last paragraph on page 96 that in connection with certain recent
acquisitions, the Company may be obligated to pay additional consideration if
certain earnings objectives are achieved.  We also note from the disclosures in
Note 2 that during 2007 and 2006, the Company paid $1.8 and $14.2 million,
respectively, of additional purchase consideration for acquisitions completed in prior years and the accrued  additional purchase consideration was recorded as
goodwill.  Please tell us and revise the notes to your financial statements in future
filings to explain in furt her detail the nature and terms of the conditions which
must occur for this contingent considerati on to become payable.  As part of your
response, please specifically address whet her any of these payments are or were
contingent upon the former shareholders  of the acquired entities remaining
employed with the Company.  Your response should also explai n in further detail
why you believe it is appropriate to acc ount for the accruals and payments made
as part of the purchase price for the ac quisitions rather than as compensation
expense.  Refer to the guidance outli ned in paragraphs 25 through 34 of SFAS
No.141 and EITF 95-8.

Mr. C. Richard Reese, CEO
Iron Mountain Incorporated
April 8, 2008 Page 4

Note 8.  Quarterly Results of Op erations (Unaudited), page 101

7. We note that net income increased significantly in the third quarter of 2007 and
decreased again in the fourth quarter of  2007.  Please note that the guidance in
Item 302(a)(3) of Regulation S-K requires that selected quarterly financial data
include a discussion of any extraordinary, unusual or infrequently occurring items
recognized in each full quarter of the fi scal years presented as well as the
aggregate effect and the nature of ye ar-end or other adjustments which are
material to the results of that quarter.  Please revise your footnote to comply with
the disclosure requirements of Item 302(a)(3) in future filings.

 Note 9.  Segment Information, page 101

8. We note as part of your segment footnot e on page 104 that you disclose revenues
by product and service line.  It is unclear  to us based upon your current disclosure
which service offerings comprise the phys ical records management and secure
shredding line as well as the physical tape rotation services line.  In this regard,
please clarify for us and in future filings di sclose the type of services offerings (as
described in your business section) incl uded in each of your product and service
lines.  Also, please tell us and describe  in future filings how such product and
service lines are classified within the re venue line items (i.e. storage and service
and storage material sales) presented on the face of your statements of operations.

*    *    *    *

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. C. Richard Reese, CEO
Iron Mountain Incorporated April 8, 2008 Page 5

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.  You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3813 w ith any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Mail Stop 3561

May 1, 2007

Via U.S. Mail

Mr. C. Richard Reese
Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

 RE: Iron Mountain Incorporated
  Form 10-K for the year ended December 31, 2006
  Filed March 1, 2007
  File No. 001-13045

Dear Mr. Reese:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

[Iron Mountain
Incorporated Letterhead]

April 18, 2007

Via EDGAR and Fax (202) 772-9205

Heather Clark

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0305

  RE:

  Iron Mountain Incorporated

  Form 10-K for the year ended December 31, 2006

  Filed March 1, 2007

  File No. 001-13045

Dear Ms. Clark:

The purpose of this
letter is to respond to the letter of March 27, 2007 we received from Ms. Linda
Cvrkel.  For your convenience, the
original SEC comments have been repeated in bold typeface.

Annual
Report on Form 10-K for the year ended December 31, 2006

Consolidated
Balance Sheets, page 55

1.                                      We
note that Accounts Receivable is approximately 9% of total assets in 2006 and
8% of total assets in 2005.  In future
filings, please add a note to the financial statements discussing your
accounting policies and methodology used to estimate the allowance for doubtful
accounts.  Such a description should
identify the factors that influenced management’s judgment (e.g. historical
losses and existing economic conditions) and may also include discussion of
risk elements relevant to particular categories of financial instruments.  Also, please disclose your policy for charging
off uncollectible loans and trade receivables and your policy for determining
past due or delinquency status.  See
paragraphs 13a-c of SOP 01-06.

Heather Clark

April 18, 2007

Page 2

RESPONSE:

We describe in detail our
accounting policies and methodology used to estimate the allowance for doubtful
accounts under Critical Accounting Policies — Allowance for Doubtful Accounts
and Credit Memos included under Item 7 in our Annual Report on Form 10-K for
our fiscal year ended December 31, 2006 (the “10-K”).  In response to the Staff’s comment, we will
include similar language in our consolidated footnotes (appropriately updated)
in future filings, as follows:

We maintain an allowance for doubtful accounts and credit memos for
estimated losses resulting from the potential inability of our customers to
make required payments and disputes regarding billing and service issues.  When calculating the allowance, we consider
our past loss experience, current and prior trends in our aged receivables and
credit memo activity, current economic conditions, and specific circumstances
of individual receivable balances.

In addition, with respect
to our policy for charging-off uncollectible trade receivables and our policy
for determining past due delinquency status, we will add the following
disclosure language (appropriately updated) to the consolidated footnotes:

We consider accounts receivable to be delinquent after such time as
reasonable means of collection have been exhausted.  We charge-off uncollectible balances as circumstances
warrant, generally, no later than one year past due.

Notes to
Consolidated Financial Statements, page 59

2.                                      In
future filings, please revise to include the reconciliation of earnings per
share as required by paragraph 40 of SFAS 128.

RESPONSE:

Our consolidated
financial statements contain all of the information necessary to comply with
the disclosure requirements prescribed in paragraph 40(a) of SFAS No. 128.  We have no reconciling items to income from
continuing operations, such as preferred dividends.  Accordingly, there are no reconciling items
to the numerator. In Note 2(p), we describe that stock options substantially
represent the reconciling item of the denominator relative to the calculation
of basic earnings per share compared to diluted earnings per share, and
disclose the number of shares for each of the years that an income statement is
presented in our 10-K.  We disclose in
Note 2(p) that 3,139,247, 2,116,623 and 2,347,203 shares for the years ended
December 31, 2004, 2005 and 2006, respectively, are substantially attributable
to stock options.  Supplementally, we
advise the Staff that 0, 8,503 and 29,828 shares for the years ended December
31, 2004, 2005 and 2006, respectively, are attributable to restricted stock
grants and the remainder relate to stock options.  Notwithstanding that, in response to the
Staff’s comments, we will provide in future filings a tabular presentation of
the reconciliation of the numerator and

Heather Clark

April 18, 2007

Page 3

denominators (disclosing
the components) of the basic and diluted per-share computations for income from
continuing operations to make it more clear for the reader of the financial
statements.

We have no preferred
dividends.  As a result, paragraph 40(b)
of SFAS No. 128 is not applicable.
Lastly, in Note 2(p), as required by paragraph 40(c) of SFAS No. 128, we
disclose the potential common shares excluded from the calculation of diluted
net income per share, as their effects are antidilutive for each of the years
that an income statement is presented in our 10-K.

Note 2.  Summary of Significant Accounting Policies,
page 59

g.  Goodwill and Other Intangible Assets, page 63

3.                                      Please
provide us with a detailed analysis of the various “fair value adjustments” to
goodwill that were recognized in year 2006.
Furthermore, please revise future filings to explain the nature and
amounts of the various adjustments included in the rollforward of goodwill
disclosed in Note 2.

RESPONSE:

In Note 6 of both the
10-K and our Annual Report on Form 10-K for the year ended December 31, 2005,
we disclose that the purchase price allocations of certain prior year
acquisitions are subject to finalization of the assessment of the fair value of
property, plant and equipment, intangible assets (primarily customer
relationship assets), operating leases, restructuring purchase reserves,
deferred revenue and deferred income taxes.
We finalize our purchase price allocations as soon as practicable and
always within one year of the acquisition date.

Substantially all of the
fair value adjustments reflected in the goodwill rollforward appearing in the
10-K are related to the finalization of the fair value analysis of acquisitions
completed in the third and fourth quarters of 2005, including Pickfords Records
Management (December, 2005), LiveVault Corporation (December, 2005) and Assured
Shredding Inc. (October, 2005).

The major components of
these adjustments are as follows:

  Intangible assets:

  Customer
  relationship assets

  $

  9,800

  Core technology
  assets

  6,100

  Property, plant and
  equipment (primarily racking)

  11,400

  Operating lease
  commitments

  (3,600

  )

  Other

  1,900

  Total

  $

  25,600

Heather Clark

April 18, 2007

Page 4

In response to the Staff’s
comments, we will revise future filings to include footnote disclosures of the
nature and amounts of material fair value adjustments included in the
rollforward of goodwill.

Valuation
and Qualifying Accounts

4.                                      Schedule
II financial information not directly presented in the notes to the consolidated
financial statements (e.g. valuation allowance for deferred tax assets, etc.)
should be furnished in Schedule II in accordance with Rule 5-04 of Regulation
S-X.  Please revise accordingly.

RESPONSE:

Substantially all of the
required disclosures of Schedule II are included in the footnotes to the
consolidated financial statements.  For
example, the allowance for doubtful accounts and credit memo reserves is
included in Note 2(r) of the 10-K.

With respect to the
valuation allowance for deferred tax assets, the required disclosures are
included in the discussion on income taxes in Note 7 of the 10-K.  In addition to the increase (there was no
decreases) in valuation allowance of $10.7 million noted in the reconciliation
of total income tax expense, we also have disclosed, in a note to the deferred
tax asset table, that the majority of the increase in our valuation allowance
in 2006 relates primarily to previously unrecorded state net operating losses.

Prior to 2005, our
deferred tax asset valuation allowance and changes in that valuation allowance
were not significant in relation to our consolidated balance sheet.  The valuation allowance for deferred income
taxes amounted to $5.7 million as of December 31, 2004.

In light of the existing
disclosures detailed above, we respectfully submit that no revision to the 10-K
is required.  However, we will in future
filings include a tabular rollforward presentation of the valuation allowance
for deferred income taxes in order to make this information clearer to the
reader.

Heather Clark

April 18, 2007

Page 5

We acknowledge that:

·                                          the
company is responsible for the adequacy and accuracy of the disclosure in the
filings;

·                                          staff
comments or changes to disclosures in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

·                                          the
company may not assert staff comments as defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

If you have any questions
concerning the content of this letter, please do not hesitate to contact me at
(617) 535-4990.

  Sincerely,

  /s/ John F. Kenny, Jr.

  John F. Kenny, Jr.

  Executive Vice President, Chief Financial Officer

  (Chief Accounting Officer)

Mail Stop 3561

March 27, 2007

Via U.S. Mail

Mr. C. Richard Reese
Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

 RE: Iron Mountain Incorporated
  Form 10-K for the year ended December 31, 2006
  Filed March 1, 2007
  File No. 001-13045

Dear Mr. Reese:

We have reviewed your filings, solely for the issues identified below, and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. C. Richard Reese
Iron Mountain Incorporated
March 27, 2007 Page 2
Annual Report on Form 10-K for the year ended December 31, 2006

Consolidated Balance Sheets, page 55

1. We note that Accounts Receivable is appr oximately 9% of total assets in 2006
and 8% of total assets in 2005.  In future  filings, please add a note to the financial
statements discussing your accounting po licies and methodology used to estimate
the allowance for doubtful accounts.  Such  a description should identify the
factors that influenced management’s j udgment (e.g. historical losses and existing
economic conditions) and may also include di scussion of risk elements relevant to
particular categories of financial instruments.  Also, please disclose your policy for charging off uncollectible loans a nd trade receivables and your policy for
determining past due or de linquency status.  See paragraphs 13a-c of SOP 01-06.

Notes to Consolidated Financial Statements, page 59

2. In future filings, please revise to include  the reconciliation of earnings per share
as required by paragraph 40 of SFAS 128.

Note 2.  Summary of Significan t Accounting Policies, page 59
g.  Goodwill and Other Intangible Assets, page 63

3. Please provide us with a detailed analysis  of the various “fai r value adjustments”
to goodwill that were recognized in year 2006.  Furthermore, please revise future
filings to explain the nature and amounts of the various adjustments included in
the rollforward of goodwill disclosed in Note 2.

Valuation and Qualifying Accounts

4. Schedule II financial information not di rectly presented in the notes to the
consolidated financial statem ents (e.g. valuation allowance for deferred tax assets,
etc.) should be furnished in Schedul e II in accordance with Rule 5-04 of
Regulation S-X.  Pleas e revise accordingly.

*    *    *    *

Mr. C. Richard Reese
Iron Mountain Incorporated
March 27, 2007 Page 3
As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Pleas e furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the fili ngs include all information required under the
Securities Exchange Act of 1934 and they have  provided all informa tion investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Heather Clar k at (202) 551-3624 or Joe Fo ti (202) 551-3816 if you have
questions.

Sincerely,

Linda Cvrkel
Branch Chief