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IRON MOUNTAIN INC — Proxy Solicitation & Information Statement 2011
Mar 10, 2011
30157_psi_2011-03-10_b385f122-212e-4185-8a64-e47fb54e1991.zip
Proxy Solicitation & Information Statement
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
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Iron Mountain Incorporated
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Elliott Associates, L.P.
Elliott International, L.P.
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The following presentation may be provided to stockholders of Iron Mountain Incorporated (the Company) by Elliott Associates, L.P. and Elliott International, L.P. (collectively, Elliott):
Iron Mountain Incorporated: Great Business Model, Significant Incremental Opportunity March 9, 2011
2 Disclosure Statement The information contained in this presentation is for informational purposes only and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or to conclude any transaction or confirmation thereof (whether on the terms shown or otherwise). The information contained herein is made based upon publicly available information. None of Elliott Associates, L.P. and Elliott International, L.P. (collectively, "Elliott"), their affiliates or any of their respective officers, directors, employees, stockholders, consultants, agents, or controlling persons, or their respective officers, directors or employees, is making any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and each of Elliott Associates and each such other person expressly disclaims any and all liability to any other person that may be based upon or relate to the information contained herein. This presentation contains forward-looking statements. These statements may be identified by the use of forward-looking terminology such as the words expects, intends, potential, opportunity, believes, anticipates and other terms with similar meaning indicating possible future events or actions or potential impact on the matters described herein. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. Elliott intends to make a filing with the Securities and Exchange Commission of a proxy statement and an accompanying proxy card to be used to solicit proxies in connection with the 2011 Annual Meeting of Stockholders (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof) (the 2011 Annual Meeting) of Iron Mountain Incorporated (the Company). Information relating to the participants in such proxy solicitation is contained in materials filed by Elliott with the Securities and Exchange Commission pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Stockholders are advised to read the proxy statement and other documents related to the solicitation of stockholders of the Company for use at the 2011 Annual Meeting when they become available because they will contain important information, including additional information relating to the participants in such proxy solicitation. When completed and available, Elliotts definitive proxy statement and a form of proxy will be mailed to stockholders of the Company. These materials and other materials filed by Elliott in connection with the solicitation of proxies will be available at no charge at the Securities and Exchange Commissions website at www.sec.gov . The definitive proxy statement (when available) and other relevant documents filed by Elliott with the Securities and Exchange Commission will also be available, without charge, by directing a request by mail or telephone to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 (call collect: 212-929-5500; call toll free: 800-322-2885).
Iron Mountain (NYSE: IRM) provides records management, information protection and recovery, and data destruction services to more than 150,000 corporate clients Market-leading core business - North American Physical (NOAM Physical) Sustainable, recurring revenue stream with 44% OIBDA margins Well penetrated vended market IRMs growth and scale have made it a mature business New initiatives have generated minimal-to-negative returns Worldwide Digital business struggling with uncertain growth, low margins and significant competition from leading technology firms International Physical business has had slow OIBDA growth and lower margins (vs. NOAM Physical) despite continued investment Incremental opportunities exist to create significant shareholder value Implement business improvements to achieve operational efficiencies, increase margins and maximize cash flow available to equity holders Focus on return-on-invested-capital (ROIC) for all growth-related initiatives Optimize corporate structure for tax efficiency Align management compensation incentives with shareholder value creation Iron Mountain: Leader in Information Storage Services Significant Opportunity to Generate Shareholder Value 3 Source: Iron Mountain Incorporated disclosures and Third-Party Analyst Research
Incremental Opportunity for IRM Business Improvements + REIT Conversion = Potential $52-$77 Stock Price 4 (1) Assumes dividend equals 100% of equity free cash flow Source: Elliott estimates; See page 33 for additional details on Elliott estimated stock price calculations shown above Implied Dividend Yield 5.0% (1) Implied Dividend Yield 6.4% (1) + = $0 $10 $20 $30 $40 $50 $60 $70 $80 Recent $25 Mid $52 High $77 Business Improvements Improvements + REIT IRM Stock Price Recent $25 High $41 REIT Conversion Mid $34 Recent $25 Recent $25 Mid $39 High $50
5 Market-Leading Core Business - North American Physical
IRM has a Great Business Model NOAM Physical is a Profitable and Sustainable Core Business 6 Source: Iron Mountain Incorporated disclosures and Elliott estimates IRM has a market-leading position in a great business North American Physical document storage Strong execution track record Buy/lease by the square foot, monetize by the cubic foot Annual revenues from fixed periodic storage fees have grown for 22 consecutive years The document storage business benefits from structural forces that create stability in the face of digitization trends Base of existing boxes represents >90% of revenues with high switching costs Conversion of existing boxes to digital format costs 20-30x annual physical box storage costs Average life of a box >10 years Multi-year contracts and built-in price escalators protect against price pressure Regulatory requirements for document retention drive significant percent of box volumes While existing box storage market is well penetrated, the remaining unvended segment is 3x IRM revenue
NOAM Physical 1 is Core Business 69% of Revenues, 86% of OIBDA 2 , 96% of Cash Flow 3 7 Source: Iron Mountain Incorporated disclosures (1) Iron Mountains reportable operating segments are North American Physical Business, International Physical Business (Intl Physical) and Worldwide Digital Business (Digital). NOAM Physical and Intl Physical segments offer physical records management services, data protection & recovery services and information destruction services, in their respective geographies. The Digital segment includes online backup and recovery solutions for server data and personal computers, digital archiving services, eDiscovery services and intellectual property management services and is not limited to any particular geography. (2) OIBDA represents operating income before depreciation, amortization, corporate expenses, goodwill impairment and (gain) loss on disposal/writedown of property, plant and equipment, net (3) Calculated as OIBDA (before corporate expenses) Capex 2 2 2010 OIBDA NOAM Physical - 86% Int'l Physical 2% 12% NOAM Physical - 96% 3% 2010 OIBDA - Capex 1% 2010 Revenue NOAM Physical - 69% Int'l Physical Digital 7% 23%
8 (1) For NOAM Physical; Solid bars correspond with left-axis, trend lines correspond with right-axis Source: Iron Mountain Incorporated disclosures 35% 37% 39% 41% 43% 45% 2010 2009 2008 2007 24% 28% 32% 36% 40% 2010 2009 2008 2007 0% 2% 4% 6% 8% 10% 12% 14% 16% 2010 2009 2008 2007 $1,100 $1,300 $1,500 $1,700 $1,900 $2,100 $2,300 $500 $600 $700 $800 $900 $1,000 $400 $500 $600 $700 $800 $900 NOAM Physical is a Cash Cow Margin has Expanded & Cash Flow Nearly Doubled in Last 3 Years Revenue ($MMs) & Growth (YoY) OIBDA ($MMs) & Margin OIBDA Capex ($MMs) & Margin 1 1 1
9 (1) NOAM Physical, pre-2004 figures reflect Elliott estimates based on Company disclosures; Internal Revenue Growth defined as weighted average y-o-y growth of revenues, excluding acquisitions, divestitures, and FX fluctuations (1) NOAM Physical Source: Iron Mountain Incorporated disclosures and Elliott estimates As NOAM Physicals Revenue Growth Has Slowed, Attractive Opportunities to Invest Have Decreased Revenue & Internal Revenue Growth (YoY) (1) 0% 5% 10% 15% 20% 25% 30% Revenue Growth Internal Revenue Growth Incremental Invested Capital ($MMs) (1) $100 $150 $200 $250 $300 $350 $400 $450 $500 $550 2007 2008 2009 2010 Acquisitions Capex
10 New Initiatives Earning Minimal-to-Negative Returns
$0.7B+ Invested in Digital, Minimal Return to Date Uncertain Growth and Low Margins with Strong Tech Co. Competition 11 Source: Iron Mountain Incorporated disclosures and Elliott estimate of 35% for tax rate (1) NOPAT = Net Operating Profit After Taxes Why invest profits from a high margin business into one with uncertain growth and low margins? How is IRM better positioned than existing and emerging tech titans? Digital Revenue ($MMs) 2007 2008 2009 2010 Digital OIBDA, ex. Corporate ($MMs) 2007 2008 2009 2010 CAGR = 12.3% $0 $50 $100 $150 $200 $250 CAGR = 2.4% $284MM Goodwill Impairment in 2010 $0 $10 $20 $30 $40 $50 $60 Digital Acquisitions & Capex: $0.7BN + 2010 NOPAT 1 : -$5MM, Implied ROIC: Negative
$1.9B+ Invested in Intl Physical, Minimal Return to Date Slow OIBDA Growth and Low Margins Despite Continued Investment 12 Intl Acquisition & Capex 1 : $1.9BN+ 2010 NOPAT 2 : ~$31MM, Implied ROIC: ~1.6% CAGR = 2.3% Source: Iron Mountain Incorporated disclosures and Elliott estimate of 35% for tax rate (2) NOPAT = Net Operating Profit After Taxes IRM has spent $0.6BN in International Physical Capex & Acquisitions from 2007-2010 and segment OIBDA has actually decreased (1) Since inception International Physical Revenue ($MMs) 2007 2008 2009 2010 International Physical OIBDA, ex. Corporate ($MMs) $0 $25 $50 $75 $100 $125 $150 $175 2007 2008 2009 2010 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 CAGR = -0.5%
NOAM Physical vs. Intl Physical Intl Physical Productivity & Margins are Much Weaker 13 (1) Number of employees based on IRMs 2009 Investor Day Presentation Source: Iron Mountain Incorporated disclosures (1) 2010 Revenue per Employee ($Ks) $0 $50 $100 $150 $200 $250 NOAM Physical Int'l Physical 2010 OIBDA Margin 0% 10% 20% 30% 40% 50% NOAM Physical Int'l Physical Intl Physical employee productivity is less than half of NOAM Physical OIBDA Margin in Intl Physical is 18% vs. 44% in NOAM Physical
14 Market Appears Skeptical of Managements Vision
IRM EV / LTM EBITDA 6x 7x 8x 9x 10x 11x 12x 13x 14x 15x 16x Feb-02 Feb-03 Feb-04 Feb-05 Feb-06 Feb-07 Feb-08 Feb-09 Feb-10 Feb-11 Valuation Has Declined to an All-Time Low 15 EV / Share EBITDA Price 16x $62 15x $57 14x $52 13x $48 15x $57 14x $52 13x $48 12x $43 11x $38
and Turnover of the Shareholder Base Reflects Uncertainty 16 IRM - Stock Price & Volume $15.00 $17.50 $20.00 $22.50 $25.00 $27.50 $30.00 0MM 5MM 10MM 15MM 20MM 25MM 30MM 35MM 40MM 45MM 50MM Price (LH Axis) Volume (RH Axis) Growth-oriented investors have become increasingly frustrated with the evasive revenue growth reacceleration and the additional pressure on margins. J.P. Morgan 10/6/2010 During 6 month period between Sep 10 and Feb 11, over 306MM shares traded, representing approximately 150% of shares outstanding
Youve got a rather miniscule dividend. With lack of big acquisition opportunities, no need to reduce debt, why not establish a really significant payout ratio? Youre a slow growth company. On the dividend strategy its basically $50MM. Your business throws off $300MM of cash, just seems like a very small amount given the growth nature of the business. With your stock price near an all-time low, with interest rates near all-time lows you could basically buy back 25% of the company and still be within your [target leverage] range. Have you thought about that? Market is Questioning Managements Strategy 17 Source: Iron Mountain Incorporated disclosures Comments from 2010 Investor Day Elliott Believes Recent Corporate Actions Are Insufficient Increased quarterly dividend in 4Q 2010 from $0.0625/share to only $0.1875/share Increased amount authorized under share repurchase program from $150MM to only $350MM (total ~7% of outstanding shares) In 2010, repurchased only 4.8MM shares for $112MM
18 Yet Management Continues To Pursue Growth For The Sake of Growth Source: Iron Mountain Incorporated 2009 Annual Report April 2010 Letter to Shareholders
19 Implement business improvements to achieve operational efficiencies, increase margins and maximize cash flow available to equity holders Focus on return-on-invested-capital (ROIC) for all growth- related initiatives Optimize corporate structure for tax efficiency Align management compensation incentives with shareholder value creation Opportunities Exist To Create Incremental Shareholder Value
20 Implement Business Improvements To Achieve Operational Efficiencies
Incremental Opportunities for Operational Efficiency Improve Expense & Capex Management 21 + = Implied Dividend Yield 5.0% (1) Implied Dividend Yield 6.4% (1) $0 $10 $20 $30 $40 $50 $60 $70 $80 Recent $25 Mid $52 High $77 Business Improvements Improvements + REIT IRM Stock Price Recent $25 High $41 REIT Conversion Mid $34 Recent $25 Recent $25 Mid $39 High $50 (1) Assumes dividend equals 100% of equity free cash flow Source: Elliott estimates; See page 33 for additional details on Elliott estimated stock price calculations shown above
Business Improvements Can Provide Significant Upside Reduce Capex, Improve Intl Margins, Rationalize SG&A 22 (1) International margin improvement reflects higher capacity utilization not cost reductions in SG&A $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 Recent $25 Mid $34 High $41 Sales, Mktg. & AM G&A Capex IRM Stock Price + + = IRM Stock Price Recent $25 $2.98 $3.45 $5.47 + Int'l Margins (1) $3.72 + Source: Elliott estimates
Reduce Capex by ~20% $5.47 Per Share Opportunity Management has said maintenance Capex is 2% of revenues Elliott scenarios reduce total Capex from 7.6% of revenues (Company guidance) to 6.0% of revenues (in Elliott Mid-case) Primary reductions to come from: Intl Physical investments with low ROIC Growth Capex in NOAM Physical Minimal new Capex in Digital A disciplined capital allocation approach can deliver further upside to current levels Capital Expenditures Savings ($MMs) Mid High Capital expenditures - savings as a % of sales 1.6% 2.4% Capital expenditures - savings 53 77 Capital expenditures - valuation appreciation 751 1,095 Capital expenditures - valuation appreciation per share 3.75 $ 5.47 $ See page 42 (Appendix) for more detailed analysis of Capital Expenditures Source: Iron Mountain Incorporated disclosures and Elliott estimates Capex $5.47 23
Intl Physical Margin Expansion $3.45 Per Share Opportunity 24 International Physical Margin Expansion Savings ($MMs) Mid High Int'l Physical OIBDA - margin benefit as a % of sales 5.0% 10.0% Int'l Physical OIBDA - margin benefit 37 74 Assumed tax rate 35.0% 35.0% Int'l Physical OIBDA benefit - after-tax savings 24 48 Int'l Physical OIBDA - valuation appreciation 345 691 Int'l Physical OIBDA - valuation appreciation per share 1.73 $ 3.45 $ $25 $3.45 Int'l Margins Source: Iron Mountain Incorporated disclosures and Elliott estimates Intl Physical OIBDA margin is 18% vs. 44% for NOAM Physical Management to focus on increasing capacity utilization to drive OIBDA margins Need to start monetizing investments after several years of building capacity
Recent $25 Mid $34 High $41 G&A $2.98 25 Source: Iron Mountain Incorporated disclosures and Elliott estimates General & Administrative Savings ($MMs) Mid High General and administrative - savings as a % of sales 1.0% 2.0% General and administrative - pre-tax savings 32 64 Assumed tax rate 35.0% 35.0% General and administrative - after-tax savings 21 42 General and administrative - valuation appreciation 298 596 General and administrative - valuation appreciation per share 1.49 $ 2.98 $ See page 43 (Appendix) for more detailed analysis of G&A costs Marginal G&A Reduction Can Provide Meaningful Benefit $2.98 Per Share Opportunity Reduction in corporate overhead is in line with a maturing business G&A as a % of total sales increased to 15.3% in 2010, from a low of 13.6% in 2002
Recent $25 Mid $34 High $41 Sales, Mktg. & AM $3.72 Reduce Sales & Marketing Costs $3.72 Per Share Opportunity 26 Sales, Marketing & Account Management Savings ($MMs) Mid High Sales, marketing and account management - savings as a % of sales 1.5% 2.5% Sales, marketing and account management - pre-tax savings ($MMs) 48 80 Assumed tax rate 35.0% 35.0% Sales, marketing and account management - after-tax savings ($MMs) 31 52 Sales, marketing and account management - valuation appreciation 447 745 Sales, marketing and account management - valuation appreciation per share 2.23 $ 3.72 $ See page 44 (Appendix) for more detailed analysis of Sales and Marketing costs Source: Iron Mountain Incorporated disclosures and Elliott estimates Sales & Marketing costs have increased to 9% of sales recently from 6% earlier in the decade A 150-250bps reduction by scaling back sales and marketing effort is in line with declining growth outlook
27 Optimize Corporate Structure For Tax Efficiency
Incremental Opportunity Through REIT Conversion Potential Tax Savings & Cap Rate Improvement 28 + = Implied Dividend Yield 5.0% (1) Implied Dividend Yield 6.4% (1) $0 $10 $20 $30 $40 $50 $60 $70 $80 Recent $25 Mid $52 High $77 Business Improvements Improvements + REIT IRM Stock Price Recent $25 High $41 REIT Conversion Mid $34 Recent $25 Recent $25 Mid $39 High $50 (1) Assumes dividend equals 100% of equity free cash flow Source: Elliott estimates; See page 33 for additional details on Elliott estimated stock price calculations shown above
29 REIT Structure Can Result in Significant Value Creation $0 $10 $20 $30 $40 $50 $60 Recent $25 Mid $39 High $50 Tax Savings Cap Rate Improvement IRM Stock Price + + = IRM Stock Price Recent $25 $10.58 $13.97 Source: Elliott estimates
Potential REIT Structure Services IRM (REIT) IRM Customers ServiceCo (TRS) Lease Payments Payments for Services 30 Services business contributed to ServiceCo, which elects to be treated as a taxable REIT subsidiary (TRS) Customer contracts remain with IRM IRM adopts REIT status and makes arm's length payments to ServiceCo (TRS) for the services provided by ServiceCo to IRM customers If necessary for REIT compliance, IRM could IPO a percentage of its ownership stake in ServiceCo (while maintaining voting control) Storage
Significant Benefits of a REIT Structure Deserve Careful Analysis 31 Elliott has devoted considerable resources to exploring the benefits and challenges of a REIT structure Worked exhaustively with lawyers, industry consultants and other advisors using publicly available information to establish estimates for value creation, cash flow and other metrics Detailed analysis of potential commercial, operational, governance and tax implications Elliott believes IRM's physical storage business is a compelling REIT candidate Stable, annuity-like rental income streams (low organic growth in core business) By converting from a C Corp to a REIT, IRM can retain more of the income from over 1,000 owned and leased facilities Elliott estimates tax savings equivalent to approximately 60% of 2011 Net Income guidance provided by Company Recent IRS guidance offers the ability to adapt standard IRM customer arrangements to the requirements of a REIT without assignment or renegotiation of customer contracts Elliott's analysis demonstrates sufficient potential for enhancing shareholder value to justify further careful review by the Board Only a full analysis by a reinvigorated Board can properly measure the potential benefits of a REIT conversion against the potential challenges
Mid $39 High $50 Cap Rate Improvement $13.97 32 Source: Elliott estimates Benefit from Cap Rate Compression -- Incremental to Tax Savings of $10.58 EBITDA Multiple (for TRS business) $13.97 5.0x 6.0x 7.0x 8.0x 9.0x 5.0% $40.06 $41.07 $42.08 $43.09 $44.09 5.5% $32.39 $33.40 $34.41 $35.42 $36.43 6.0% $26.00 $27.01 $28.02 $29.03 $30.04 6.5% $20.60 $21.61 $22.62 $23.62 $24.63 7.0% $15.97 $16.97 $17.98 $18.99 $20.00 7.5% $11.95 $12.96 $13.97 $14.98 $15.98 8.0% $8.44 $9.44 $10.45 $11.46 $12.47 8.5% $5.33 $6.34 $7.35 $8.36 $9.37 9.0% $2.58 $3.59 $4.60 $5.61 $6.61 9.5% $0.11 $1.12 $2.13 $3.14 $4.15 10.0% -$2.11 -$1.10 -$0.09 $0.92 $1.93 REIT Cap Rate Tax Savings - $10.58 Per Share Opportunity Cap Rate Improvement - $13.97 Per Share Opportunity Elliott estimates $148mm of tax savings from REIT conversion Implies a FCF benefit of $0.74 per share Tax Savings $10.58
1 Incremental Opportunity: Detailed Cash Flows 33 Source: Elliott estimates 2011E Mid High Business REIT Business REIT Status Quo Improvements Conversion Combination Improvements Conversion Combination NOAM Physical OIBDA 972 1,013 972 1,013 1,040 972 1,040 Int'l Physical OIBDA 135 178 135 178 219 135 219 Digital OIBDA 28 29 28 29 30 28 30 Total OIBDA, ex. Corporate 1,135 1,220 1,135 1,220 1,289 1,135 1,289 Corporate Expense (179) (147) (179) (147) (115) (179) (115) Interest (200) (200) (200) (200) (200) (200) (200) Taxes (161) (202) (12) (21) (237) (12) (32) Operating Cash Flow 595 672 743 852 737 743 942 NOAM Physical Capex (106) (87) (106) (87) (78) (106) (78) Int'l Physical Capex (93) (75) (93) (75) (65) (93) (65) Digital Capex (16) (5) (16) (5) (5) (16) (5) Corporate Capex (31) (25) (31) (25) (20) (31) (20) Total Capex (245) (192) (245) (192) (168) (245) (168) Distributable Cash Flow 350 479 498 660 569 498 774 Distributable Cash Flow per Share $1.75 $2.39 $2.49 $3.30 $2.84 $2.49 $3.87 Incremental Equity FCF - 129 148 310 219 148 424 Equity FCF Yield 7.00% 7.00% 6.36% 6.36% 7.00% 5.02% 5.02% New Market Cap 5,005 6,846 7,840 10,383 8,131 9,918 15,399 New Share Price $25.00 $34.20 $39.16 $51.87 $40.62 $49.54 $76.92 Detailed Cash Flows ($MMs) (1) Includes taxes payable at both TRS and Intl Physical businesses 1 1 1
34 Source: Elliott estimates Free Cash Flow to Equity Yield 7.00% 6.50% 6.36% 5.50% 5.02% 800 $57.11 $61.48 $62.87 $72.66 $79.53 774 $55.24 $59.46 $60.81 $70.28 $76.92 750 $53.54 $57.64 $58.94 $68.12 $74.56 700 $49.97 $53.79 $55.01 $63.57 $69.59 660 $47.11 $50.72 $51.87 $59.94 $65.61 600 $42.83 $46.11 $47.15 $54.49 $59.65 569 $40.62 $43.73 $44.71 $51.68 $56.56 550 $39.26 $42.27 $43.22 $49.95 $54.67 498 $35.58 $38.30 $39.16 $45.26 $49.54 479 $34.20 $36.82 $37.65 $43.51 $47.62 450 $32.12 $34.58 $35.36 $40.87 $44.73 400 $28.55 $30.74 $31.43 $36.33 $39.76 350 $25.00 $26.91 $27.52 $31.81 $34.81 Current Share Price $25.00 Mid High Business Improvements $34.20 $40.62 REIT Conversion $39.16 $49.54 Improvements + REIT Conversion $51.87 $76.92 Implied Share Price - Based on Equity FCF Yield Incremental Opportunity: Implied Share Price Based on Equity FCF Yield
35 Align Management Compensation Incentives With Shareholder Value Creation
36 Align Compensation Incentives with Shareholder Value Emphasize ROIC and FCF Rather Than Growth Performance-based incentives are heavily weighted towards financial targets that favor growth ahead of efficient capital allocation and shareholder value In 2010, the CEO and Chairmans financial targets were based two-thirds on gross revenues and contribution (OIBDA) and one-third on achievement of corporate goals, including, but not limited to, ROIC Focusing on revenues and OIBDA risks promoting the acquisition of revenues and earnings at the expense of ROIC and shareholder value Executive compensation plans should be designed to align interests of management and shareholders Operationally Focus on returning cash flow to shareholders and ROIC Compensation Structure Optimize mix of long-term equity incentive compensation and cash Source: Iron Mountain Incorporated disclosures
37 Elliotts Slate of Independent Director Nominees
Our slate consists of four highly qualified and motivated individuals who are fully prepared to explore all options to maximize shareholder value All nominees are independent of Elliott These individuals have exceptional experience in the critical areas affecting IRM: capital allocation and operational efficiency The Company will benefit from fresh, independent perspectives and additional insights to the Boards review process Harvey Schulweis Brings a career-long focus on optimizing corporate investment decisions and return on capital Co-Founder and Managing Director of Niantic Partners, a real estate investment company President and sole shareholder of Schulweis Realty, Inc. Former Chairman and CEO of The Town and Country Trust, a publicly traded REIT Led the conversion of Town and Country into a REIT Former GP at Lazard Frères & Co. Ted R. Antenucci Deep warehouse/industrial property experience, both domestic and international Current President and Chief Investment Officer, ProLogis Trust Former President of Catellus Commercial Development Corp., responsible for development, construction and acquisition activity Helped lead the conversion of Catellus into a REIT Allan Z. Loren 45-year veteran of building successful organizations Has extensive strategic, technology and operational experience Former Chairman and CEO of D&B; led successful turnaround Has held senior executive and technology positions at American Express, CIGNA, Galileo International and Apple Computer U.S.A. Robert J. Levenson Has extensive experience as an executive in the data processing industry Managing Member of Lenox Capital Group, a private venture capital investment company, since 2000 Has held numerous senior executive positions in leading firms in the business services space, including Automatic Data Processing, Inc. and First Data Corp. 38 Elliotts Slate of Independent Director Nominees
Contacts 39 Elliott IRM Team Tel: 212-974-6000 Investors Source: Iron Mountain Incorporated disclosures Press Scott Tagliarino Tel: 212-478-2620 Email: [email protected]
40 Appendix
41 Business Improvements - Detail
Capital Expenditure Savings 42 - Management has said maintenance Capex is 2% of revenues - Elliott scenarios reduce total Capex from 7.6% (Company guidance) to 6.0% of revenues (in Elliott Mid-case) - Primary improvement/ reduction from low ROIC Intl Physical Capex and Growth Capex in NOAM Physical - Cut new investments in Digital Managements 5-yr projection for Capex in 2009 Annual Investor Day presentation Source: Iron Mountain Incorporated disclosures
43 G&A costs have increased to over 15% of sales recently, from 13.6% earlier in 2002 Elliott believes a 100-200bps cut by consolidation of facilities and reduction in corporate overhead should be achievable as growth is deemphasized General and Administrative Costs (as % of Revenue) Source: Iron Mountain Inc. disclosures 13.6% 13.7% 14.3% 13.7% 14.1% 14.0% 14.7% 15.3% 15.3% 13.0% 13.5% 14.0% 14.5% 15.0% 15.5% 16.0% 2002 2003 2004 2005 2006 2007 2008 2009 2010 G&A Costs Have Risen And Leave Room For Significant Improvement
Sales and Marketing Cost Savings Consistent with the Lower Growth of Attractive But Mature Business 44 Sales, Marketing and Account Management Costs (as % of Revenue) Source: Iron Mountain Inc. disclosures 6.0% 6.5% 7.4% 8.3% 8.7% 9.1% 9.2% 9.1% 8.7% 9.0% 5.0% 5.5% 6.0% 6.5% 7.0% 7.5% 8.0% 8.5% 9.0% 9.5% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Sales & Marketing costs have increased from ~6% of sales earlier in the decade, to ~9% recently Elliott believes a 150-250bps cut by reducing sales and marketing effort is in line with slowing growth outlook
45 REIT Conversion - Detail
Physical Storage Business is a Compelling REIT Candidate 46 - Stable, annuity-like rental income streams (Low organic growth in core business) - High margin physical storage business generates ~80% of total IRM OIBDA 2 - Business elements not consistent with REIT requirements can be placed into a taxable REIT subsidiary (TRS), which can continue to be a C Corp 2011 Revenue Split 1 2011 OIBDA Split 1, 2 2011 Company Guidance Source: 4Q 2010 Earnings Presentation Revenue ($mm) 3,175 - 3,240 OIBDA ($mm) 941 - 971 1. Source: Elliott estimates; Split between Storage vs. Services revenue based on Company guidance; OIBDA margin for NOAM Physical ~60% and Intl Physical ~25% (based on Elliott estimates) 2. Net of corporate expense REIT, $754mm TRS, $202mm TRS, $1,589mm REIT, $1,619mm
Public Market REITs Trade at Significantly Lower AFFO Yield vs. S&P500 Companies 47 Investors appreciate certainty of cash flow Source: Green Street Advisors, Inc.
48 Source: Industrial, Data Center, Self Storage and GSA Average are sourced from Green Street Advisors, Inc., for whom Adjusted Funds from Operations = FFO less normalized reserve for: capitalized leasing and maintenance costs; adjusted for straight line rents; less gains on land sales; IRM High and IRM Mid are based on Elliott estimates and reflect 2011E AFFO Yield for IRM in both the REIT and Combination valuations. For IRM High and IRM Mid, Elliott defines Adjusted Funds from Operations (AFFO) as OIBDA less Corporate Expenses less Cash Interest less Cash Taxes less Capex 2011E AFFO Yield 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% Industrial Data Center Self Storage GSA Average IRM - High IRM - Mid Market Value = AFFO x AFFO Yield Elliott Valuations Imply a Meaningful Discount to Where Comparable REITs Trade