UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2009.
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 1-13045
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
The Iron Mountain
Companies 401(k) Plan
Financial
Statements as of December 31, 2009 and
2008, and for the Year Ended December 31, 2009,
Supplemental Schedule as of December 31, 2009,
and Independent Auditors Report
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
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1 |
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FINANCIAL STATEMENTS: |
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Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008 |
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2 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2009 |
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3 |
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412 |
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13 |
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Form 5500 Schedule H, Part IV, Line 4i Schedule of Assets (Held at End of Year) |
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14 |
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NOTE: All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
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15 |
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16 |
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Trustees and Participants of
The Iron Mountain Companies 401(k) Plan
Boston, Massachusetts
We have audited the accompanying statements of net assets available for benefits of The Iron Mountain Companies 401(k) Plan (the Plan) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2009, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plans management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 25, 2010
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS Participant-directed investments at fair value: |
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Mutual funds |
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$ |
170,621,977 |
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$ |
119,706,183 |
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Pooled separate account stable value fund |
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32,718,267 |
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28,362,607 |
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Iron Mountain stock fund |
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2,314,654 |
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1,942,378 |
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Brokerage account |
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824,223 |
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570,878 |
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Participant loans |
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8,503,849 |
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7,628,656 |
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Total assets |
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214,982,970 |
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158,210,702 |
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LIABILITIES Excess contributions payable |
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903,034 |
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367,670 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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214,079,936 |
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157,843,032 |
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ADJUSTMENTS FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND |
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1,649,661 |
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4,394,863 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
215,729,597 |
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$ |
162,237,895 |
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See notes to financial statements.
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009
INVESTMENT ACTIVITY: |
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Interest and dividend income |
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$ |
4,568,183 |
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Net appreciation in fair value of investments |
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30,000,655 |
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Total investment activity |
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34,568,838 |
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CONTRIBUTIONS: |
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Participant |
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24,695,424 |
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Employer |
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7,487,151 |
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Participant rollover |
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1,482,237 |
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Total contributions |
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33,664,812 |
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DEDUCTIONS: |
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Distributions to participants |
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(14,567,967 |
) |
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Administrative expenses |
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(173,981 |
) |
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Total deductions |
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(14,741,948 |
) |
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NET INCREASE |
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53,491,702 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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162,237,895 |
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End of year |
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$ |
215,729,597 |
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See notes to financial statements.
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
AS OF DECEMBER 31, 2009 AND 2008, AND FOR THE YEAR ENDED DECEMBER 31, 2009
1. DESCRIPTION OF THE PLAN
The following description of The Iron Mountain Companies 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General Information The Plan is a defined contribution plan covering substantially all United States employees of Iron Mountain Incorporated and its affiliated participating companies (collectively, Iron Mountain or the Company), as defined in the Plan document. Full-time employees age 18 or older are immediately eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Administration of the Plan New York Life Trust Company is the Plans trustee, custodian, and recordkeeper (the Trustee). The Plan is administered by the retirement plan committee of the Company, which is appointed by the board of directors of the Company.
Contributions Participants can contribute an amount up to 25% of compensation, as defined by the Plan, subject to certain limitations under the Internal Revenue Code (the Code). During 2009 and 2008, the Company made biweekly discretionary matching contributions based on the amount of participant contributions as follows: the Company matched 50% of nonhighly compensated employee participants contributions up to the first 5% of his or her compensation and 50% of highly compensated employee participants contributions up to the first 4% of his or her compensation. At its discretion, the Company may change the amount of the matching contribution it will make. The plan allows eligible participants to make catch-up contributions in accordance with and subject to the limitations of IRC Section 414(v).
Participant Accounts Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the Companys matching contribution, and an allocation of Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings/losses or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Investments Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan. The Plan offers several mutual funds, a pooled separate account, common stock of the Company, and a self-directed brokerage account as investment options for participants. Participants can only invest up to 50% of their account balance in the self-directed brokerage account option and only 25% of new contributions into Iron Mountain common stock.
Benefit Vesting Participants are fully vested in their pretax and rollover accounts. A participants Company contributions, including allocated earnings/losses thereon (Iron Mountain Contribution Account), becomes fully vested in the event of normal retirement, total and permanent disability, or death while still employed.
Otherwise, vesting in the Iron Mountain Contribution Account is based on the following schedule:
Years of Vesting Service |
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Percentage |
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Less than 1 year |
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0 |
% |
1 year but less than 2 years |
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20 |
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2 years but less than 3 years |
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40 |
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3 years but less than 4 years |
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60 |
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4 years but less than 5 years |
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80 |
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5 years or more |
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100 |
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Participant Loans A participant may borrow the lesser of $50,000 (reduced by the highest outstanding loan balance in the previous 12 months) or 50% of his or her vested account balance, with a minimum loan amount of $500. Loans are repayable through payroll deductions over periods ranging up to five years, or up to 20 years if the purpose of the loan is to purchase a principal residence. The interest rate is based on prevailing market conditions and is fixed over the life of the note. The interest rate on loans outstanding at December 31, 2009, ranged from 4.25% to 11.00%.
Forfeitures Participants who terminate their employment with the Company or incur five consecutive breaks in service, as defined, forfeit the nonvested portion of their Iron Mountain Contribution Account. At December 31, 2009 and 2008, forfeited nonvested accounts totaled $265,297 and $330,151, respectively, which will be used to offset future Company contributions. During the year ended December 31, 2009, Company contributions were reduced by $574,407 from nonvested forfeited amounts.
Payment of Benefits Upon termination of participation due to death, disability, retirement, or termination of employment, a participant may elect to receive an amount equal to the value of his or her vested account as a lump-sum amount. If termination results for any reason other than death and the value of a participants account exceeds $5,000, the participant may elect to postpone payment of the account until age 70-1/2 years.
Administrative Expenses All expenses incurred in operating the Plan may be paid by the Company. Fees not paid by the Company shall be paid by the Plan in accordance with the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of Estimates The preparation of financial statements in conformity with accounting principles U.S. GAAP requires the Plans management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
Risks and Uncertainties The Plan invests in various mutual funds, pooled separate accounts, and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition The Plans investments, with the exception of the pooled separate account, are stated at fair value. For the years ended December 31, 2009 and 2008, the Plans investments consisted of mutual funds, a pooled separate investment account, Iron Mountain common stock, a self-directed brokerage account, and participant loans. Shares of mutual funds are valued at quoted market prices, which represent the fair value of shares held by the Plan at year-end. Iron Mountain common stock is recorded at quoted market price. The self-directed brokerage account is recorded at the quoted market prices of the individual investments held in the brokerage account. Participant loans are valued at cost, which approximates fair value. The stable value fund is recorded at contract value. It is included at fair value in participant-directed investments in the statements of net assets available for benefits, and an additional line item is presented representing the adjustment from fair value to contract value. As contract value continues to be the reporting basis for the stable value fund, there are no fair value changes relating to this in the statement of changes in net assets available for benefits.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds, the pooled separate account, and the self-directed brokerage account are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Payment of Benefits Benefit payments to participants are recorded when paid. At December 31, 2009 and 2008, there are no amounts allocated to accounts of persons who have elected to withdraw from the Plan that have not yet been paid.
New Accounting Standards Adopted The accounting standards initially adopted in the 2009 financial statements described below affected certain note disclosures but did not impact the statements of net assets available for benefits or the statement of changes of net assets available for benefits.
Accounting Standards Codification The Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) became effective on July 1, 2009. At that date, the ASC became FASBs official source of authoritative U.S. GAAP applicable to all public and nonpublic nongovernmental entities, superseding existing guidance issued by the FASB, the American Institute of Certified Public Accountants (AICPA), the Emerging Issues Task Force (EITF) and other related literature. The FASB also issues Accounting Standards Updates (ASU). An ASU communicates amendments to the ASC. An ASU also provides information to help a user of GAAP understand how and why GAAP is changing and when the changes will be effective.
Subsequent Events In May 2009, the FASB issued ASC Topic 855, Subsequent Events (originally issued as FASB Statement No. 165, Subsequent Events) to establish general standards of accounting for and disclosing events that occur after the balance sheet date, but prior to the issuance of financial statements. ASC 855 provides guidance on when financial statements should be adjusted for subsequent events and requires companies to disclose subsequent events and the date through which subsequent events have been evaluated. ASC 855 is effective for periods ending after June 15, 2009.
Updates to Fair Value Measurements and Disclosures In 2009, FASB Staff Position (FSP) 157-4, Disclosures Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, was issued and later codified into ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), which expanded disclosures and required that major categories for debt and equity securities in the fair value hierarchy table be determined on the basis of the nature and risks of the investments.
3. INVESTMENTS
The following investments represent 5% or more of the Plans net assets available for benefits as of December 31:
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2009 |
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2008 |
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PIMCO Total Return Fund |
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$ |
36,912,899 |
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$ |
26,829,158 |
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American Funds The Growth Fund of America |
|
33,216,529 |
|
20,589,211 |
|
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New York Life Stable Value Fund |
|
32,718,267 |
|
28,362,607 |
|
||
MainStay S&P 500 Index Fund I |
|
27,214,712 |
|
20,189,540 |
|
||
Victory Special Value Fund |
|
16,898,441 |
|
16,654,716 |
|
||
Thornburg International Value Fund R5 |
|
15,309,999 |
|
|
|
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Van Kampen Growth & Income Fund |
|
14,940,931 |
|
11,274,405 |
|
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During the year ended December 31, 2009, the Plans investments (including gains and losses on investments bought and sold, as well as held, during the year) appreciated (depreciated) in value as follows:
American Funds The Growth Fund of America |
|
$ |
7,772,769 |
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MainStay S&P 500 Index Fund I |
|
5,306,538 |
|
|
Victory Special Value Fund |
|
4,156,050 |
|
|
Van Kampen Growth & Income Fund |
|
2,682,331 |
|
|
PIMCO Total Return Fund |
|
2,319,741 |
|
|
Small Cap Value |
|
2,216,522 |
|
|
Oakmark Equity and Income Fund |
|
1,429,662 |
|
|
Fidelity Advisor Diversified International Fund |
|
1,426,523 |
|
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Davis New York Venture Fund |
|
1,373,630 |
|
|
Thornburg International Value Fund R5 |
|
1,254,926 |
|
|
Oppenheimer Main Street Small Cap Fund |
|
228,846 |
|
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Iron Mountain Stock Fund |
|
(166,883 |
) |
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|
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Net appreciation in fair value of investments |
|
$ |
30,000,655 |
|
4. FAIR VALUE MEASUREMENTS
Effective January 1, 2008, the Company adopted the guidance in ASC 820. ASC 820 defines fair value, and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Plans own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Plan uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3.
The Plans valuation methodology used to measure the fair value of common stock and mutual funds (Level 1) was obtained from quoted market prices as these instruments have active markets. The fair value of money market funds and corporate bonds is based on observable market inputs that are not highly active and therefore are classified as Level 2. The fair value of the pooled separate accounts is based on the value of the underlying assets, as reported to the Plan by New York Life Trust Company. The pooled separate account is comprised of a portfolio of underlying securities that can be valued on active markets. Fair value of the contract is calculated by applying the Plans percentage ownership in the pooled separate account to the total market value of the accounts underlying securities, and is therefore categorized as Level 2 as the Plan does not directly own shares in these underlying investments. The participant loans (Level 3) are valued at cost plus interest and are included at their carrying values, which approximates their fair values.
In accordance with the update to ASC 820 (originally issued as FSP 157-4), the table below includes the major categorization for debt and equity securities on the basis of the nature and risks of the investments at December 31, 2009.
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Fair Value Measurements Using |
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Quoted Prices |
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in Active |
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Significant |
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Markets for |
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Other |
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Significant |
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Identical |
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Observable |
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Unobservable |
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Total |
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Assets |
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Inputs |
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Inputs |
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Fair Value |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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December 31, 2009: |
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|
|
|
|
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|
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Money market funds |
|
$ |
289,284 |
|
$ |
|
|
$ |
289,284 |
|
$ |
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
||||
Equity funds |
|
81,748,899 |
|
81,748,899 |
|
|
|
|
|
||||
Index funds |
|
27,214,712 |
|
27,214,712 |
|
|
|
|
|
||||
Income funds |
|
36,912,899 |
|
36,912,899 |
|
|
|
|
|
||||
International funds |
|
15,347,929 |
|
15,347,929 |
|
|
|
|
|
||||
Balanced funds |
|
9,580,846 |
|
9,580,846 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total mutual funds |
|
170,805,285 |
|
170,805,285 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Common stocks: |
|
|
|
|
|
|
|
|
|
||||
Services |
|
2,214,820 |
|
2,214,820 |
|
|
|
|
|
||||
Financial |
|
220,577 |
|
220,577 |
|
|
|
|
|
||||
Other |
|
205,509 |
|
205,509 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total common stocks |
|
2,640,906 |
|
2,640,906 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
25,379 |
|
|
|
25,379 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Pooled separate accounts |
|
32,718,267 |
|
|
|
32,718,267 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Participant loans |
|
8,503,849 |
|
|
|
|
|
8,503,849 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total investments at fair value |
|
$ |
214,982,970 |
|
$ |
173,446,191 |
|
$ |
33,032,930 |
|
$ |
8,503,849 |
|
|
|
Fair Value Measurements Using |
|
||||||||||
|
|
|
|
Quoted Prices |
|
|
|
|
|
||||
|
|
|
|
in Active |
|
Significant |
|
|
|
||||
|
|
|
|
Markets for |
|
Other |
|
Significant |
|
||||
|
|
|
|
Identical |
|
Observable |
|
Unobservable |
|
||||
|
|
Total |
|
Assets |
|
Inputs |
|
Inputs |
|
||||
|
|
Fair Value |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2008: |
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
221,127 |
|
$ |
|
|
$ |
221,127 |
|
$ |
|
|
Mutual funds |
|
119,833,656 |
|
119,833,656 |
|
|
|
|
|
||||
Common stock |
|
2,124,117 |
|
2,124,117 |
|
|
|
|
|
||||
Corporate bonds |
|
40,539 |
|
|
|
40,539 |
|
|
|
||||
Pooled separate accounts |
|
28,362,607 |
|
|
|
28,362,607 |
|
|
|
||||
Participant loans |
|
7,628,656 |
|
|
|
|
|
7,628,656 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total investments at fair value |
|
$ |
158,210,702 |
|
$ |
121,957,773 |
|
$ |
28,624,273 |
|
$ |
7,628,656 |
|
The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2009:
|
|
Level 3 Assets |
|
|
|
|
Participant |
|
|
|
|
Loans |
|
|
|
|
|
|
|
January 1, 2009 |
|
$ |
7,628,656 |
|
Issuances, repayments and settlements net |
|
875,193 |
|
|
|
|
|
|
|
December 31, 2009 |
|
$ |
8,503,849 |
|
5. STABLE VALUE FUND
The Plan participates in a group annuity contract with New York Life Insurance Company (New York Life). New York Life maintains the contributions in a pooled separate account, which is credited with earnings reflective of the investment experience of the pooled separate accounts underlying investments and charged for participant withdrawals and administrative expenses. The contract is recorded in the financial statements at fair value and adjusted to contract value as reported to the Plan by New York Life Trust Company. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Fair value of the contract is calculated by applying the Plans percentage ownership in the pooled separate account to the total market value of the accounts underlying securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
The contract has certain restrictions that impact the ability to collect the full contract value; for example, the Plan may not fully withdraw from the account without incurring a penalty, unless the Plan sponsor provides 12 months advance notice to New York Life. In the event that the contract is terminated by the Trustee or the Plan, without advance notice, a market adjustment penalty will apply. The penalty is formula based but is intended to compensate New York Life for the difference between the contract value and the fair market value of the investments in the pooled separate account. In addition, withdrawals initiated by the Plan sponsor including total or partial plan termination, mergers, spin-offs, lay-offs, early retirement incentive programs, sales or closings, bankruptcy or receivership will be subject to the market rate adjustment to the extent they exceed a predetermined threshold (10% of the Plans investment in the stable value option). Any transfers out of the stable value fund must first go through a non-competing investment option and reside there for at least 90 days before transfer to a competing investment option, such as fixed income funds including but not limited to, guaranteed investment contracts, money market funds, or short-term bonds.
Plan management believes that the occurrence of events that would cause the Plan to transact at less than contract value is not probable. New York Life may not terminate the contract at any amount less than contract value.
New York Life is contractually obligated to pay the principal and specified interest rate that is guaranteed to the Plan. The crediting interest rate is based on a formula agreed upon with New York Life, but may not be less than 0%. Such interest rate may be reset not more frequently than daily and not less frequently than quarterly. The interest crediting rate reflects the book yield on the separate account, adjusted to reflect amortization of any realized gains and losses.
The average yield and average crediting interest rates were approximately 3.34% and 3.83%, respectively, for 2009 and 5.15% and 4.86%, respectively, for 2008. The average yield is computed by dividing the annual earnings by the average fair value of the investment contract. The average crediting interest rate represents the average of the beginning of the year and end of the year crediting interest rates of the pooled separate account.
6. FEDERAL INCOME TAX STATUS
The Internal Revenue Service (the IRS) determined and informed the Company by a letter, dated January 25, 2007, that the Plan and related trust were designed in accordance with the applicable regulations of the Code. The Plan has been amended since receiving the determination letter; however, the Company and the Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plans financial statements. The Company submitted an application for an updated determination letter as of February 1, 2010.
7. TERMINATION OF THE PLAN
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, all participants would become 100% vested in their accounts.
8. RECONCILIATION TO THE FORM 5500
The following is a reconciliation of the total investments per the financial statements to the Form 5500 at December 31:
|
|
2009 |
|
2008 |
|
||
|
|
|
|
|
|
||
Total investments per the financial statements |
|
$ |
214,982,970 |
|
$ |
158,210,702 |
|
Adjustments from fair value to contract value for fully benefit-responsive stable value fund |
|
1,649,661 |
|
4,394,863 |
|
||
Less deemed distributions to participants |
|
(9,554 |
) |
(10,309 |
) |
||
|
|
|
|
|
|
||
Total investments per the Form 5500 |
|
$ |
216,623,077 |
|
$ |
162,595,256 |
|
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31:
|
|
2009 |
|
2008 |
|
||
|
|
|
|
|
|
||
Net assets available for benefits per the financial statements |
|
$ |
215,729,597 |
|
$ |
162,237,895 |
|
Less deemed distributions to participants |
|
(9,554 |
) |
(10,309 |
) |
||
|
|
|
|
|
|
||
Net assets available for benefits per the Form 5500 |
|
$ |
215,720,043 |
|
$ |
162,227,586 |
|
The following is a reconciliation of net increase in net assets available for benefits per the financial statements to net income per the Form 5500 for the year ended December 31, 2009:
Net increase in net assets available for benefits per the financial statements |
|
$ |
53,491,702 |
|
Plus deemed distributions to participants prior year |
|
10,309 |
|
|
Less deemed distributions to participants current year |
|
(9,554 |
) |
|
|
|
|
|
|
Net income per the Form 5500 |
|
$ |
53,492,457 |
|
9. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
The pooled separate account is managed by the Trustee, and therefore, these transactions qualify as parties-in-interest. Fees paid by the Plan to the Trustee were $173,981 for the year ended December 31, 2009.
At December 31, 2009 and 2008, the Plan held 96,587 and 74,471 shares, respectively, of common stock of Iron Mountain Incorporated, the sponsoring employer, with a fair market value of $2,198,320 and $1,841,668, respectively. The fair market value of the Iron Mountain Incorporated common stock, combined with nominal cash reserves at each period end represent the Iron Mountain stock fund investment balance reported in the statements of net assets available for benefits at December 31, 2009 and 2008. Participants direct their investment allocation and may elect to invest up to 25% of their contributions in Iron Mountain Incorporated common stock.
10. EXCESS CONTRIBUTIONS PAYABLE
Amounts contributed to the Plan from highly compensated employees in excess of the IRS-approved limit were $903,034 and $367,670 in 2009 and 2008, respectively. These amounts are reflected as excess contributions payable in the accompanying statements of net assets available for benefits. All such amounts were refunded to the participants within the time allowed by the IRS.
* * * * * *
THE IRON MOUNTAIN COMPANIES 401(k) PLAN
FORM 5500 SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
|
|
|
|
(c) Description of Investment, |
|
|
|
|
|
|
(a) Identity |
|
(b) Identity of Issuer, |
|
Including Maturity Date, |
|
|
|
|
|
|
of Party |
|
Borrower, Lessor |
|
Rate of Interest, Par, or |
|
|
|
(e) Current |
|
|
Involved |
|
or Similar Party |
|
Maturity Value |
|
(d) Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value: |
|
|
|
|
|
|
|
|
PIMCO |
|
Total Return Fund |
|
** |
|
$ |
36,912,899 |
|
|
|
American Funds |
|
The Growth Fund of America |
|
** |
|
33,216,529 |
|
|
* |
|
New York Life |
|
Stable Value Fund |
|
** |
|
32,718,267 |
|
|
|
|
MainStay |
|
S&P 500 Index Fund I |
|
** |
|
27,214,712 |
|
|
|
|
Victory |
|
Special Value Fund |
|
** |
|
16,898,441 |
|
|
|
|
Thornburg |
|
International Value Fund R5 |
|
** |
|
15,309,999 |
|
|
|
|
Van Kampen |
|
Growth & Income Fund |
|
** |
|
14,940,931 |
|
|
|
|
T Rowe Price |
|
Small Cap Value A |
|
** |
|
10,582,798 |
|
|
|
|
Oakmark |
|
Equity and Income Fund |
|
** |
|
9,571,307 |
|
|
|
|
Davis |
|
New York Venture Fund |
|
** |
|
5,974,361 |
|
|
* |
|
Iron Mountain |
|
Stock Fund |
|
** |
|
2,314,654 |
|
|
|
|
Brokerage Account |
|
|
|
** |
|
824,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participants |
|
Loans to participants, with interest at rates of 4.25% to 11.00%, repayable through payroll deductions in various amounts through 2029, secured by underlying participant accounts |
|
** |
|
8,503,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
|
|
214,982,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully benefit-responsive stable value fund |
|
|
|
1,649,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less deemed distributions to participants |
|
|
|
(9,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS PER THE FORM 5500 |
|
|
|
$ |
216,623,077 |
|
* Party-in-interest.
** Cost information is not required for participant-directed investments and therefore is not included.
Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
|
THE IRON MOUNTAIN COMPANIES 401(k) PLAN |
|
|
|
|
Date: June 29, 2010 |
|
|
|
|
|
|
By: |
/s/ Brian P. McKeon |
|
|
Brian P. McKeon |
|
|
Executive Vice President and Chief Financial Officer |