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Executives

Stephen P. Golden - Vice President of Investor Relations

Brian P. McKeon - Chief Financial Officer, Principal Accounting Officer and Executive Vice President

C. Richard Reese - Executive Chairman and Chief Executive Officer

Analysts

Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division

Kevin D. McVeigh - Macquarie Research

Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division

Nathan Brochmann - William Blair & Company L.L.C., Research Division

Andrew C. Steinerman - JP Morgan Chase & Co, Research Division

Gary E. Bisbee - Barclays Capital, Research Division

Iron Mountain (IRM) Q3 2011 Earnings Call October 27, 2011 8:30 AM ET

Operator

Good morning. My name is Bonnie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Iron Mountain Q3 2011 Earnings Call Webcast. [Operator Instructions] I would now like to turn the call over to Mr. Stephen Golden, Vice President of Investor Relations. Please go ahead, sir.

Stephen P. Golden

Thank you, and welcome, everyone, to our 2011 third quarter earnings conference call. Joining me this morning are: Richard Reese, our Chairman and CEO; and Brian McKeon, our CFO. After their prepared remarks, we will open the phone for your Q&A. Per our custom, we have a user controlled slide presentation on the Investor Relations page of our website at www.ironmountain.com.

Referring now to Slide 2. Today's earnings call and slide presentation will contain a number of forward-looking statements, most notably, our outlook for our 2011 and 2012 financial performance. All forward-looking statements are subject to risks and uncertainties. Please refer to today's press release, the Safe Harbor language on this slide and our most recently filed SEC reports for a discussion of the major risk factors that could cause our actual results to be materially different from those contemplated in our forward-looking statements.

As you know, we use several non-GAAP measures when presenting our financial results. Adjusted OIBDA, adjusted EPS and free cash flow before acquisitions and investments, among others, are metrics we speak to frequently and ones we believe to be important in evaluating our overall financial performance. We provide additional information and the reconciliation of these non-GAAP measures to their appropriate GAAP measures as required by Reg G at the Investor Relations page of our website, as well as in today's press release.

With that I'd like to introduce our Chairman and CEO, Richard Reese.

C. Richard Reese

Thank you, Stephen. Good morning and I thank everyone for joining this morning. I'm going to see if I can move fairly quickly because we've got quite a bit of information to try to cover for you today. In addition to our normal Q3 review, we will talk a little bit about the outlook for next year, as well as I'm going to review our -- some of our elements to our strategic plan and just give you a sense of our progress on some of the major parts of that.

And then last, I'll give you a bit of an overview of our outlook for 2012 and of course, Brian will give you much more detail on all of this. As we talk today, we will be mentioning, multiple times, the impact of foreign exchange and rates, so forth on our reported numbers, our outlooks and our discussion are based upon recent trading ranges and I should tell you that actual mileage may vary, given what seems to be going on with the markets. But we have just used the last couple of weeks as a basis for our forecasting.

So let's get to Q3. Performance for the quarter was good and really on target as we've expected. Our reported revenue is up 6%, with about 3% really excluding any impacts of FX. Storage rates were solid at 4% on a constant currency basis, and the trends remain consistent. Total services were up 5% on a reported basis but, we continued to also to see weakness in our core service, and those trends remained unchanged and that weakness primarily in North America. Adjusted OIBDA was $250 million, was on target, in line of our plans. Overall, it was a solid quarter, consistent trends and performance as we expected and as we forecasted.

We're still not seeing any positive signs from the so-called economic rebound, and I should warn that, that based upon our numbers and that we saw when the economies came down as we lag going down, we would likely lag on any rebound. So the trends in the business remained the same, solid storage, weaker than average services and the organization is performing well and the numbers are flowing through. On a full outlook basis, it's the same message from an operating outlook with the fundamentals in the business remains the same. We're reiterating our internal revenue growth guidance in the 1% to 3% range, and it will be supported by various contingent solid storage growth. As I said before, the business units are performing to plan, and we expect them to continue doing that through the balance of the year. The international margin expansion plan is on track, and I'll speak more about international a little later.

So the business is running. I won't say it's ho-hum. People are working pretty hard to make these performers come in. It's a tough economy out there, but the fundamentals of business are sound, the storage keeps coming in, and we continue to react to our customers' needs. Full year results will be impacted by some of the macro factors and decisions we've made, based upon the completion of our international portfolio review, which I'm going to discuss in more detail. And recent changes in the dollar will give us a little less benefit for the balance of the year in FX. We're also taking a $10 million restructuring charges in Q4 in Western Europe to support these margin expansion programs, which I'll give you more detail on. So wrapping up 2011, from an operating outlook perspective, we've got good internal growth given the economic environment we're operating in. I'd remind you, this is a business that the internal growth rates tend to run historically taking 1x to 2x GDP, and where business is running north of 1x to 2x GDP now in an internal growth rate basis, particularly related to our Storage, which is the driver of our business. So the business units are performing well. We wish the economy were better. We wish we had a little more stability in foreign exchange just to take the noise out of the numbers, but those are not either things that we can control. So we're operating the business based upon the things we can control.

So let me talk now a little bit about our strategic plan initiatives we announced back in April. The objective of that plan was to have a really strong, high margin, high return, North American business continue to grow as well as continue to stay -- stay in the margins. They're working hard at that and doing a good job. Their performance is on target with consistent Storage revenue growth of around 2% on a year-to-date basis.

They still have the headwinds in core service revenues that we've spoken of now for quite a few quarters. It's caused largely by economic activity, although there are some elements going on in a few sectors such as healthcare, but the big change is in economic activity. To give you some context, about 31% of our total enterprise revenues, or about $950 million are core services and it's a wide range of things, all of which are one way or the other related to items that we store for customers and by and large, are types of services that we cannot stimulate the demand for. In other words, if we store an item and you want to retrieve it, you pay us to retrieve it, deliver it, destroy it and so forth, and so it's tied to our recurring revenue based in a key part of the current revenue base but tied to stuff that we store for you.

And we saw impact of the economy on these revenues early on, back as early as 2009. We started seeing them come off, if you will, look at the numbers on a quarter-to-quarter basis, it's amazing how they were running very steadily in the high single digits and just started they just started coming down and have been coming down. The rate of decline has slowed, but the trends are basically the same. What that's led to is that historically, these revenues used to lead storage growth by 3 to 4 points, and now they're lagging storage growth.

In our forecast, we're still not forecasting any rebound and if there were an economic rebound since we will likely lag it, we are not forecasting any change in that trend to the balance of this year or into next year. On the other side, our Hybrid business is continuing to grow well in double digits. And some of our other services, things are doing well. And the growth story around the world varies a lot. We've got much stronger growth in the international basis than we do in the North American basis, partly because of different business mix and partly because of a higher mix of emerging markets and so forth.

So but anyway, the North America outlook and in our plan is for consistent margin performance over the long-term. I would warn you, we'll see a little variability around small numbers from quarter-to-quarter and so forth. It's not like we're trying to manage it for a precise exact number. We're managing the business to sustain the margins and sometimes we'll invest a little bit towards that end on one quarter, and sometimes will see results in others and so forth. But we feel very comfortable to be able to do that. The North American numbers also, and are right now feeling impact fluctuations on recycled paper pricing. Recycled paper pricing is off from its all-time high in recent numbers by about $80 a ton. And that does have a significant impact and to the extent that, that continues into 2012, which we are forecasting it will for a while, that will have impact on reported internal growth. There's well as some margin pressures on North America, in which they worked pretty hard to work through. On an international basis, remind you this is a good business. This has got good growth. The reported growth for the quarter was 13% to 14% reported. That's a driven by internal growth in the 5% to 6% range and of course, the balance being FX and acquisitions. We are on target for the 700 basis point margin improvement that we committed to as part of our plan. We've realized 150 basis points through Q3, and expect it to be 200 basis points by the end of the year of this year.

And part of that plan, as I said before, taking a $10 million restructuring cost primarily related to personnel costs and headcount related costs primarily in Europe. We have, one of the things we committed to in our strategic plan was a complete review of international portfolio. I want to tell you that we have completed that review, and as to remind you, the majority of that portfolio, which is about 2/3 of the capital investment that we have put in an international basis, is performing well. We have major market positions and we are generating good returns. And by the way, not only do we have good returns, we have plans and that's part of driving the 700 basis points improvement, plans in place to have even better returns on those businesses and those plans are working.

As we've gone through the extensive review, the focus really turned into, what we call our mature non-leadership markets, and it was basically focused on 8 countries. That represented about 28% of the capital invested, and we've gone through those 8 countries one by one. You've seen that we've announced that we sold one that are -- we sold our business and exited the market in New Zealand. We sold it and that transaction has closed for $10 million. We have one other country market under review for potential action. It's too early for me to name the country because I don't want to set off any alarms among employees and everything else, but we will either sell, operate a different way or exit at least one other market.

Other than that, the remaining 6, we have aggressive improvement plans in place for these countries who we believe will drive the margins up to good numbers and the team is out trying to execute those plans now. As part of that portfolio review, we made some changes in our management structure and business alignments and that realignment led to an accelerated repair -- accelerated impairment review. And primarily in Western Europe, is where the impact of this is. And so in Q3, we've booked a preliminary impairment of a little less than 5% of our total international investment, or about $59 million in the quarter.

We have solidified certain of the restructuring plans now and now that we've gone through all this, and as I said before, we are on target for about 200 to 500 basis points of margin improvement through the balance of this year, and we feel in very good position to make the balance of that happen as we go forward.

Let me talk to you a little bit about our special committee processes. As many of you know, we constitute a special committee of the board to look at some strategic alternatives in the business and particularly related to whether we -- was more advantageous for operate into a structure as a REIT. I can tell you that the work is in full swing. There's enormous amount of work going on and some money, reasonable, serious amount of money we have spent inside and outside, and time and effort. It will go to next year before final decisions are announced. As you remember, our commitment was to make a decision within one year and announce that decision as to what we plan to do and so forth, and we will meet that target. But I want to set an expectation that it will take some time. Precisely how long? Right now, I don't know and if I did, I probably wouldn't tell you anyway. I will provide updates on the progress, if it's appropriate but otherwise, I really don't want to speculate on an interim basis. I realize also that everybody has lots of questions and wants to ask about what is this, what is that. But we're in the middle of full swing of it and it's just too early to even try to speculate.

The last element of our plan was about shareholder payouts. Our commitment was to $2.2 billion dollars over a 3-year time period, with $1.2 billion of that coming within the first year. We've made substantial progress. And as of October 21, we've distributed $726 million against the $1.2 billion commitment. So we're well on target to make that plan work. Since we started buying stock back, we bought in about 25 million shares, or approximately 12% of our total shares outstanding.

The balance of the distribution has come to our regular routine quarterly dividends. You'll also notice that we went to the high-yield market a few weeks ago and raised $400 million, had a successful bond offering, 7.75% fixed rate. We completed a deal in September. That gives us more than enough liquidity to continue through these commitment through the early part of our program. So we're in very good shape to deliver on that commitment.

From a strategic perspective, the business is operating as we outlined. The free cash flow is coming through, our capital efficiency is doing well and we are doing what we said we'd do with the money while we're at the same time, are looking at are there other better alternatives for the business. So we've got our hands full, we're working hard, but I feel good about how we're progressing there.

Quickly or briefly and quickly, let me shift and just give you a quick overview of 2012 and Brian, of course, will give you the details. The operating outlook we seek for 2012 and particularly free cash flow performance is solid. The trends we're forecasting are basic and the same trends we're seeing right now in the business for underlying growth for trends on core services. We're really not forecasting any shifts in trends except for and who knows whether -- and since we don't try to forecast FX, we basically just have to use current numbers, and as I've said we used recent trends for the numbers we're talking about today, who knows whether -- if numbers will be come out of the way with actual FX, given what we think is the volatility we'll likely to see in the markets. But FX will have an impact on the reported side of these numbers and also the decline and the change in paper pricing that I spoke about earlier, if that remains through the year, we'll have an impact on our internal growth. It has about a 1% change in internal growth and as well as our reported numbers.

So we do expect to see a lower impact from paper, but the things within our control, weren't really pretty good shape, and are -- we're forecasting the same kind of trends so that would be sustaining returns and operations in North America, and a continuation of international margin expansion with another 150 to 200 basis points. North America margin sustaining will be difficult because of the impact of the Hybrid business growing -- is still growing in double digits, which has a lower margin profile than the average base of the business, and of course, the lower paper pricing is a direct hit in the margins.

But regardless of that, we think on an operating basis, the business will perform next year approximately the same as it does this year. We are also expect to have strong free cash flow for next year, all for the good operations of the business and as I said before, we'll continue to meet our shareholder payout commitments, and we will be working very hard on continuing the process for the special committee.

So overall in 2012, we think we'll have good operating performance. As I said, there will be constraints to the macro factors. Our key metrics will get continuously better, and we are on track to meet our cash flow commitments.

So with all that, let me turn it to Brian. Then we'll come back and take your questions. Thank you.

Brian P. McKeon

Thanks, Richard. Slide 3 highlights the key messages from today's review. Our business delivered solid operating performance in Q3 keeping us on track for our full-year goals. Results were supported by solid storage revenue growth and continued profit improvement in our international business. Revenue growth for the quarter was 6%, with trends consistent with those discussed the last few quarters.

Storage revenues increased 6%, or 4% on a constant currency basis. And service revenues grew 5% in the quarter or 2% on a constant currency basis, as strong gains in Hybrid services and benefits from higher commodity pricing offset soft core service activity levels.

Profit and cash flow performance was in line with our expectations, supported by strong gains in our international segment. Adjusted OIBDA for the quarter was $252 million as expected. Adjusted EPS was $0.37 for the quarter and free cash flow was $305 million on a year-to-date basis.

We've made significant progress against our initial $1.2 billion shareholder payout commitment, highlighted by $537 million of share repurchases and $51 million of cash dividends paid in the quarter. Our successful $400 million debt offering in September has us well-positioned from a liquidity perspective to fund our operations and continue payouts to shareholders.

While our operating outlook has not changed, we are revising our full year 2011 guidance to reflect the recent strengthening of the U.S. dollar, and about $10 million of projected restructuring cost in Western Europe. Recent movements in foreign currency exchange rates have narrowed the expected full year FX growth benefit this year by about 1%.

In Q4 we also expect to incur about $10 million in restructuring costs in our Western European businesses in support of future margin expansion goals. These costs were not factored into our previous full-year guidance, as more specific plans related to our international portfolio review were still being developed.

Looking ahead to 2012, we're targeting continued solid storage growth and strong free cash flow performance. We're planning for consistent revenue growth trends, adjusted for recent changes in foreign exchange rates and a sharp decline in recycled paper prices over the last 2 months. Free cash flow performance is expected to remain strong, as increased operating profits and flat capital spending offset increased interest expense due to higher leverage.

Let's now turn to Slide 4 and begin the review of our financial results. Slide 4 compares our results from this quarter to the third quarter of 2010. Overall, Q3 was a solid quarter with performance as expected, keeping us on track towards achieving our full-year financial goals.

Enterprise revenue growth was 6% supported by constant currency growth of 3% and benefits from favorable FX changes. Enterprise revenue gains reflected sustained storage revenue internal growth of 3%, and global expansion of Hybrid services. Year-end recycled paper prices and higher fuel surcharges also supported overall revenue growth.

These gains offset continued softness in core service activities. From a segment perspective, North American Physical posted 3% constant currency revenue growth, supported by consistent 2% storage internal revenue growth. Service revenues were up 3% in Q3 in North America. Service growth continues to be constrained by softness in retrieval and refile, transportation and data protection handling activity. These impacts offset strong gains in Hybrid revenues and benefits from higher commodity prices.

Our International Physical segment posted 5% revenue growth on a constant currency basis, including 3 points of growth from the Polish acquisition completed earlier this year. Storage internal growth remains strong at 6%, supported by solid gains in Europe and sustained double-digit gains in Latin America and Asia-Pacific.

These gains were augmented by expansion in Hybrid service revenues. Total service revenue growth was constrained by lower complementary service revenues due primarily to the winding down of a large European contract. Gross profits grew 7% in Q3, yielding a gross margin of 59.9%, up 90 basis points from Q3 of last year.

Storage gross margins were flat compared to last year, while service gross margins benefited from higher recycled paper revenues. Adjusted OIBDA was $252 million, in line with our expectations. Gross profit gains were offset by a 17% increase in overhead expenses. This increase was due primarily to higher incentive compensation accruals, compared to very low prior year levels, and planned increases in North American sales and marketing expenses.

Excluding these items, SG&A costs were up 4% below the rate of reported revenue growth.

Below the adjusted OIBDA line, depreciation was $71 million and amortization was $7 million. Other expense for the quarter was $17 million, due primarily to FX losses. Due to changes in our internal reporting structure within our international segment, we accelerated our annual goodwill impairment review in the third quarter. As a result of that review, we've recorded an estimated impairment charge of $59 million. This impairment related specifically to our Western European reporting unit, and represented less than 5% of the approximately $1.4 billion of capital we have invested in our international business.

We'll finalize the amount in the fourth quarter, and record any adjustment, if necessary at that time. Adjusted EPS for the quarter was $0.37 per share. Reported EPS per share of $0.17 includes impairment charges in the Western European reporting unit and increased Other Expense net, which was partially offset by the net benefit of other discrete tax items.

Our structural tax rate for the quarter was 39% as expected. Our effective tax rate for the quarter was 33%, and included benefits related to the completion of tax audits, the resolution of certain tax matters and expiration of statutes of limitation, partially offset by the impacts of the international charges in foreign currency losses. Let's now take a look -- a closer look at our revenue growth on Slide 5.

Slide 5 breaks down our overall revenue growth. It shows internal growth by major service line as well as the impact of acquisitions, divestitures and foreign exchange for Q3 and the year to date. Also presented is our original full-year guidance we stated earlier this year to exclude discontinued operations. As you can see, all of our year-to-date amounts are within our expected full-year ranges, with year-to-date core and overall internal revenue growth at 2%.

The recent strengthening of the U.S. dollar will likely constraint our full year reported revenue to the low end of our 4% to 6% guidance range. As I'll discuss in more detail, recent FX rate movements will narrow the full-year growth benefit by about 1% from our earlier 2% estimate.

In terms of our Q3 results, overall revenue growth was 6%. Storage internal growth was solid at 3%, reflecting consistent underlying trends. North America reported 3% internal storage growth and international growth remained strong at 6%. Net global Records Management volume growth was about 2% again, on a year-to-year basis in Q3, reflecting continued strong gains in international and modest year-on-year growth in North America. Pricing trends remain consistent.

Total service internal growth was 2%. Core service internal growth was down 1% in the quarter. We continue to see pressure on core service activity, particularly in North America related to soft economic conditions.

Strong growth in Hybrid services are partially offsetting these impacts, but we expect that overall core service growth will be constrained in coming quarters, as we continue to build scale in the Hybrid business. Complementary service revenues, which represent about 12% of total revenues, increased 9% internally in the quarter.

Results reflected benefits from higher recycled paper pricing, which offset lower revenues from international projects and other miscellaneous complementary services. Let's now turn to Slide 6 to review our year-to-date results.

Slide 6 looks at our year-to-date operating performance compared to the first 9 months of 2010. As noted, our Q3 results are keeping us on track to reach our full-year financial targets. For the year-to-date, revenue increased 5% to $2.3 billion. Gross profit increased 5% to $1.3 billion, yielding a modest improvement in gross margin. Adjusted OIBDA grew 2% year-over-year, excluding the $15 million of cost associated with the proxy contest. As expected, adjusted OIBDA growth has been constrained by higher levels of incentive compensation compared to last year, and planned investments in North America sales and marketing.

Adjusted EPS was $0.93 per share, including a $0.05 per share impact from the $15 million of cost related to the proxy contest. Excluding these impacts, adjusted EPS is up about 3% year to date. Capital spending was $119 million, excluding $15 million from real estate. In terms of project timing, we're planning for higher capital spending levels in the fourth quarter, consistent with our full-year plans.

Our full-year outlook for capital spending has been refined to $225 million. Excluding real estate spending, this will be about 6.8% of revenues, down about 110 basis points from 2010 levels. Free cash flow for 2011 is $305 million year to date, 15% from last year's level, primarily due to higher income from continuing operations and lower capital spending.

We remain solidly on track for strong performance in free cash flow this year, with our full-year outlook in the range of $380 million to $400 million.

Let's now turn to Slide 7 to review our results by segment. Slide 7 shows key year to date metrics for each of our 3 key segments compared to the first 9 months of 2010. Consistent with our plans, we're sustaining high returns in our North American segment, as we build momentum in our international segment as a driver of profit and cash flow gains.

North America continues to deliver high profits and strong cash flows. Reported revenues year-to-date increased 2%, supported by 2% storage [ph] growth. Adjusted OIBDA margins in our largest segment was strong at 43% [ph] gross margin gains and controlled support overhead spending, which supported planned investments in sales and marketing.

These investments are key to sustaining the high return storage annuity, which drives North America returns. Capital efficiency continue to improve with CapEx as a percentage of sales at 4%. Our international segment continues to post solid revenue growth and strong adjusted OIBDA and cash flow gains. Revenues grew 6% on a constant currency basis, driven by continued strong storage internal growth of 6%. Year-to-date adjusted OIBDA exceeded revenue gains, growing 23% on reported basis or 14% excluding FX effects. Through Q3, international adjusted OIBDA margins have increased 150 basis points, compared to prior year levels. These gains were driven primarily by realized benefits of operational excellence initiatives in our U.K. business. We continue to target strong improvement in international margins in 2011, supported by operational improvements in the U.K. and profit gains in the expansion markets.

The increase in corporate expenses primarily reflects $15 million of onetime costs associated with the proxy contest. Overall, we continue to deliver strong operating performance across our business, which is driving sustained strong cash flow. This performance is supporting significant shareholder payouts.

Let's turn to Slide 8 to review our shareholder payout program. Slide 8 shows the substantial progress we've made in returning funds to shareholders over the past 2 years. As contacts, we initiated our first dividend and share repurchase authorization in early 2010, and tripled our annual dividend level late last year. As part of our midterm business plan presented in April, we committed to $2.2 billion of payouts through 2013, including $1.2 billion by May 2012. As part of this commitment, we increased our quarterly dividend against $0.25 per share in June. To date, we've made significant progress against our business plan goals. Through last [indiscernible] returns $726 million of our initial $1.2 billion commitment.

In Q3, we acquired 16.8 million shares for $537 million, $7.5 million of these shares were acquired in early August at the completion of our $250 million prepaid variable share repurchase agreements, which we funded in May.

The balance was acquired in the open market following the completion of the PVSR. Between October 1 and October 21, we acquired an additional 3 million shares for $91 million. As of October 21, we had $449 million remaining on our existing $1.2 billion share repurchase authorization.

Since first announcing our plans to return cash to shareholders in February 2010, we've returned nearly $1 billion through over $200 million of dividend payments and the repurchase of 25 million shares for about $750 million. The 25 million shares represents more than 12% of the shares we had outstanding at the end of 2009.

Our strong cash flow and financing capacity has us well-positioned to deliver our payout commitments. Let's now turn to Slide 9 to review how we're managing our balance sheet to fund our business and support these payouts. Our balance sheet remains strong, reflecting improvements in our cash generating capacity and debt portfolio.

Our debt portfolio remains long and fixed. Our weighted average interest rate was just under 7%, and we were 85% fixed at quarter end. Maturities is nearly 7 years with no bond payments due until 2014. During the third quarter, we issued 400 million of 7 3/4% senior subordinated notes. This transaction is consistent with our plans to increase our leverage ratio to the -- within the 3% to 4% target leverage range. Currently, our consolidated leverage ratio was about 3% -- I am sorry 3.0x. We expect our leverage ratio to increase moderately within our target range as planned as we continue to execute it against our shareholder payout program.

We're well positioned in terms of cash and financing capacity. At quarter end, liquidity was approximately $1.2 billion, with $481 million in cash and $671 million in additional borrowing capacity under our revolver. The strength of our balance sheet will enable us to continue to fund value creating growth in our business and continued payouts to shareholders.

That concludes our review of the quarterly results. Overall, our business performance was solid as expected, and we remain on track towards our full-year goals. Let's now turn to Slide 10 to review our 2011 outlook.

Slide 10 summarizes our full-year 2011 financial guidance. For 2011, our business [indiscernible] performing as expected, and within our previous guidance ranges. As noted earlier, we're revising our full-year guidance to reflect current foreign currency exchange rates and about $10 million of projected restructuring costs, we expect to incur in Q4 related to our Western European operations. We expect our full-year revenues to be in the range of $3,020,000,000 to $3,045,000,000, up about 4% over 2010. This reflects expectations for internal growth of about 2%, consistent with year-to-date trends, and about 2% of benefit from foreign exchange and acquisitions combined.

Since we've last updated, the dollar has strengthened against all other [ph] foreign currencies. At recent trading ranges, we estimate this will reduce our full-year growth benefit that we expected from FX by about 1%. Our adjusted OIBDA outlook is now $905 million to $925 million. At midpoint this is down $15 million, compared to our prior guidance reflecting the projected $10 million of restructuring cost we expect to incur in Q4, as well as some impacts from the FX changes.

The restructuring cost as a result of the finalization of improvement plans in certain Western European markets. They're onetime in nature, are primarily headcount related, and support our future international margin expansion goals. Our current outlook is for adjusted EPS to be in the range of $1.18 to $1.24 per share. This outlook includes a $0.05 negative impact from proxy related costs and $0.03 impact related to the international restructuring cost. Our adjusted EPS forecast assumes 197 million shares outstanding. This assumption includes the benefit of shares that we've repurchased through October 21.

Our CapEx outlook of $225 million includes about $18 million for real estate spending. As noted, our free cash flow outlook remains strong with projections in the range of $380 million to $400 million.

Now let's turn to Slide 11 and discuss the key drivers of our preliminary 2012 outlook. Slide 11 highlights key factors supporting our preliminary outlook for our 2012 financial performance. We're currently targeting 0% to 2% internal revenue growth in 2012, supported by a continued solid storage internal growth. This growth outlook is consistent with our current trends, adjusting for an expected 1% negative impact from lower recycled paper prices.

Recycled paper prices are down nearly $80 a ton, or more than 25% since August. At current levels, we estimate this change will lower revenue and profits by about $25 million in 2012. Assuming foreign-exchange levels remain at recent levels, FX impacts with lower reported year-end revenue growth by about 1%.

We're targeting solid underlying gains in adjusted OIBDA, supported by an additional 150 to 200 basis points of margin expansion in our international segment. The favorable lapping of onetime costs associated with our proxy cost and projected international restructuring costs in 2011 will be offset by lower recycled paper pricing impacts in 2012.

We also expect to drive a continued solid free cash flow and adjusted EPS growth. Our free cash flow outlook is supported by projections for higher operating profits and slightly lower capital spending, which will offset the higher interest expense related to our planned increase in leverage. Adjusted EPS will benefit from lower shares outstanding, reflecting benefits for our accelerated share repurchases in 2011.

Let's turn to Slide 12 to summarize our 2012 outlook. On a constant dollar basis, we're targeting 0% to 2% revenue growth, and 1% to 5% adjusted OIBDA growth. Please note that these growth rates don't include any benefit from future core acquisitions, as contacts acquisitions added about 1% to our growth rates since 2001. As noted, we're planning for similar revenue growth trends, and for moderate margin gains supported by continued improvements in international, consistent with our business plan.

On a reported basis, this outlook supports our preliminary revenue guidance of between $2,990,000,000 and $3,070,000,000 and adjusted OIBDA of $915 million to $955 million. These estimates include a negative 1% impact from FX using recent trading ranges for the dollar. Our outlook is for continued strong free cash flow performance in the range of $360 million to $400 million reflecting solid operating performance and mostly lower capital expenditures of about $220 million for the year. Our CapEx outlooks include increased expenditures on operational efficiency investments to drive future margin gains, and about $16 million for real estate.

Our outlook is for adjusted EPS to grow between 1% and 10% to a range of $1.22 to $1.33, reflecting benefits from profit gains and lower shares outstanding, partially offset by higher interest costs. Our adjusted EPS set calculation assumes 185 million shares outstanding. This reflects shares repurchased through October 21, 2011, and does not incorporate any future potential repurchases. This outlook for 2012 is preliminary, it's based on current FX rates, paper prices and shares outstanding. Any and all of which can change material in short periods of time.

We'll update our outlook again in our Q4 earnings call to reflect changes, if any, in these variables. Thank you and we'd now be happy take your questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Andrew Steinerman of JPMorgan.

Andrew C. Steinerman - JP Morgan Chase & Co, Research Division

Richard, I've known you for a decade now and you usually don't speak so much about the economy given the nature of Iron Mountain's business, but in your opening remarks, you mentioned the economy quite a bit. Does that frame your guidance for 2012? And in particular, why is it fair to assume current trends now in terms of internal growth continue into 2012?

C. Richard Reese

Well I guess the reason I didn't talk about the economy in the past is we've really never seen such an impact. And look, part of the reason was when we had good economic growth, we've never seen the economy come down quite like this in my lifetime, and when you're operating down with small numbers on growth rates, everything going on, plusses and minuses, have an amplification, and so it's just more painful. Why should we -- what then, 2 questions on that. We have done a reasonable amount of work just convincing ourselves to make sure that what we're telling you is right, that this is the impact of the economy, and not an acceleration of secular trends. I'm not suggesting that there aren't secular trends because there are there always have been and will continue, but all the data I look at says that we are being impacted by the economy when you see the rate at which it came off and the fact that services came down first and a year later, storage growth rates came down. And you understand the nature of what we do for customers, it all makes sense. But in terms of why is it fair to project the same trends going forward is, 2 things, we're not in the business of projecting the economy. So I don't know what it's going to do. Second is, at least I [ph] understand it, there's a rebound. We'll be a significant lag to that. So it -- for its impact 2012, we'd all have to be feeling real good about the economy taking off right now, and I don't know anybody that feels good about that. Third is, my tea leaves. When I read the tea leaves about the global situation, the overleverage of the world, you name it, problems, I don't see any major changes and a positive impact for a couple of years, at least. So we're running our business on the basis that nothing good is, nothing positive from the outside is going to happen for us. And so we're controlling expenses tightly, and we're digging for revenue. And we're doing some really good things and we are improving with the business. We're getting productivity in our sales force, our bookings are up. Some of the flow-through rate is slow. We're having some cases, some slowdown in getting boxes to move from competitors where we've had some switchings going on. Everybody's holding on tighter to what they have. But net, net of that, the team's working hard, and our forecast for next year is the sum total of a lot of assumptions and a lot of people committing to make these things happen.

Operator

Our next question comes from Nate Brochmann of William Blair and Company.

Nathan Brochmann - William Blair & Company L.L.C., Research Division

I wanted to talk a little bit about the restructuring efforts in Europe and some of the headcount reductions. This is kind of -- now that you're done with the strategic review there, is this kind of a onetime thing, or do you think that there could be more to go as you implement the full part of this plan?

Brian P. McKeon

We've identified the bulk of the changes that we need to make. I would say that there's always the potential that we, as we move things forward, there may be selective things that we might do, for example, facility consolidations or other changes in the plan. We'll try to highlight those for you. I think we're identifying the big changes right now and expect this will primarily hit in Q4. Our future outlook doesn't -- 2012 doesn't incorporate any additional charges. So the sum is -- this should be the bulk of it, and there's always a potential we may move from something forward, and if we do move something forward, it's something that would be tied to having an incremental benefit for us, and we'll make sure to highlight that discreetly for you.

Nathan Brochmann - William Blair & Company L.L.C., Research Division

Okay, great. And then now Richard, just if you could expand just quickly on the last point a little bit, in terms of some of the offensive things that you are doing in terms of whether it's productivity, increased bookings, attacking the unvended market, I'm just wondering if you elaborate on a few of those things. Give us a little bit of color in terms of attacking even a sluggish environment.

C. Richard Reese

Sure. Look, people ask me that question and I hate to sound like a broken record, we're going to be doing what I'm about to tell you about for 10 years. So it takes time and it takes - it's a repetitive sort of thing, but we're seeing impact. The strategy basically is in our core businesses, there's more market opportunity, but you got to dig deeper to find it. And so it's about how you segment the markets, and how you tailor your [indiscernible] segments. And frankly, just getting more sophisticated, and [indiscernible] is not been something that we've ever had to do, and that marketing is driven towards supporting our sales organization, which is driving our efficiency up. We're selling more dollars of revenue per dollar of cost. All those things we're doing to -- and that's just good blocking and tackling. So there's nothing that goes bingo, you light it up. This is not the kind of business we'll put out a promotion program and run an ad on the Super Bowl, and your revenue will go up. This is blocking and tackling, that we started I'd say a year plus ago, and we'll continue to do it. We're seeing impact. As you know, a positive there but it's still early, we're still in the investment cycle. We don't intend to increase it next year. If someone asked me why wouldn't you? And the answer is let see what we did, let's see it flow through, let's make sure it proves out, and if it does, maybe come 2013, we'll think about doing something else but, it's kind of where we are.

Operator

Our next question comes from Gary Bisbee of Barclays Capital.

Gary E. Bisbee - Barclays Capital, Research Division

The first question, I'd guess I was trying -- in your PowerPoint, it's -- when it looks at the international segment, it says internal growth was 2%, and everything you talked about was 5% or 6% for Storage in constant currency. What's the difference there between this 6% constant currency and the 2% internal?

Brian P. McKeon

It's basically, we're rolling over a large project in Europe that's rolling off. And --

C. Richard Reese

The acquisition is the difference between the 5% and the 2%. The Polish acquisition we completed at the beginning of the year.

Brian P. McKeon

That's right. They're about 3 points of benefit.

Gary E. Bisbee - Barclays Capital, Research Division

And so, how should we think about that 2% internal. That's obviously -- that's a slowdown from what it's been doing I think, and below, I think, what was implied by the plan that you provided earlier this year to get to 2013 target. Is that something that we should expect, would accelerate based on what you're doing, or is the economy in Europe hurting, or is the restructuring efforts that you're doing may be hurting the top line, but being done to drive the bottom line, any a color on that?

Brian P. McKeon

Gary, that's what I was trying to answer. If you look at the storage rate, we've been very consistently, solidly in the 5% to 6% range. And the current quarter, we had an impact of rolling over. We had a large nonrecurring contract in Western Europe that we're rolling over as we look forward into next year.

C. Richard Reese

And by the way, it's a large contract in a country in which we are rolling over as in we are firing the customer because we don't like the margin profile. But that impacts the services side, the core fundamental storage is still growing 5% range, and that's what we forecasted going forward. Once we've cycled through those numbers, you'll see the services growth rates pick back up. It's more of a math exercise relative to that.

Brian P. McKeon

It's very much consistent trends. I think what we're dealing with is excluding some of the changes in the paper pricing, which are very recent. We're targeting solid 5% growth next year in Europe. And the business performance has been excellent. It's consistently good growth, margin gains right on track, return on improvement right on track. We feel very good about the international business. So very consistent with our plans.

Gary E. Bisbee - Barclays Capital, Research Division

And then a quick follow-up, Richard, I think you'd mentioned the core services impacted by the economy but then you also said there was a minor issue in the healthcare market. Can you just expand upon that?

C. Richard Reese

Sure. Healthcare, and this is primarily a North American phenomenon, where we have a bigger mix of healthcare than we do around the world. As you know, healthcare has gone through all kinds of changes, and healthcare is a business with us that's a relatively small amount of our storage, but a reasonable amount of our core services. And the activity rates on that have been coming off, frankly have been coming off for over 10 years. This is not brand new. But as I said, when everything else slows down in your business, you start to see some of these underlying things. As the healthcare, and the acceleration of it is the -- is our government spending somewhere between $45 million and $100 million of $100 billion to computerize healthcare records. What happens is, is the activity rates is their records age is coming off as they're going to the electronic medical record to find access on a patient care basis. Now, we've studied it carefully, and what you'll find is the we're still going through the early adopters cycle, they intend to drop their activity rate it tends to -- it's like an S-curve. It tends to come down and settle, because they still need access to those physical records for a variety of reasons, but about half of our -- we used to figure about half of our activity in that space was related to patient care events and the other half is related to billing audits and to research and all kinds of other things. The storage side of that business is holding up, because they're keeping their records, but those are becoming deader faster. And by the way, unfortunately, that'll -- we've really done some pretty deep customer -- of our customer analysis as to adoption rates and everything else. We've got a few more years to eat through that piece of the change. It's a very slow evolving thing.

Operator

Our next question comes from Andrew Wittmann of Baird.

Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division

I wanted to dig a little bit into the margin expansion in international and just make sure first I'm doing the math right in terms of how you're applying the margin growth and then just ask a couple of questions. So looks like about 150 basis points of margin expansion's realized so far this year, implied in -- at the midpoint of guidance looks like another 70 basis points at the corporate level, which probably means if you assume North America is flat, that's about another 280 implied internationally. So we're somewhere in the, I don't know, 400 basis points range of margin expansion implied through next year? Is that about the right math and then, you feel like you can -- you get the rest of the way there in '13?

Brian P. McKeon

I'm not quite following your math. Let me try to lay out the progression of the margins, but we were on track for about a 200 basis point improvement this year in international, 150 year-to-date and we'll have additional benefit flowing through in Q4. That excludes the restructuring costs. Just want to be clear that we view with the restructuring as onetime in nature, and not impacting the underlying operations. As we look forward in next year, we're targeting another 150 to 200 basis point improvement. So and we would project to -- we're not talking about 2013 today, but we're expecting to continue on that trajectory consistent with our business plan. So we've had a very nice step up this year, expect to continue that next year. It's not quite as high as the math that you are backing into there, but definitely a significant improvement.

Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division

Yes, it's hard to explain over the phone. That matches what I was calculating. How does the European economic environment impact your ability and your confidence in hitting the ultimate goal? I mean, clearly this has changed a lot since you initially laid out the plan. I just kind of want to hear philosophically how you think you get the --

Brian P. McKeon

The bulk of the things that we're implementing on margin improvement -- I mean this has been a long-term strategy. So this isn't something that we've just started, I mean we've been positioning ourselves for this for some time. But it is within our control. This is operational improvements, cost initiatives, many of the things that we implemented in North America. So we feel very good about that. I think there's always the risk of impacts on the margin related to the economy. We can't control things like fluctuations in paper pricing and that can have some impact on the margin. We actually think we'll be able to manage that effectively next year, from a return point of view. But there's always the risk that you can have some pressure on the margin with services and --

C. Richard Reese

Yes, and look, our forecast -- we've said we're not in the business of trying to -- do economic forecasts. We're not -- if we were good at that, we wouldn't be working so hard. We'll make our money other ways. We are basically assuming the economies will be what they are or in other words, our activity patterns all over the same. The European business is, by and large, are not as active relative to storage as our North America business. It's a mixed business, mix and market maturity kind of issues of what people choose to outsource and so forth. And then -- and remember that our internationals is a combination of -- for the U.K., Western Europe, Eastern Europe, Asia-Pacific and Latin America and then pull out some of the other parts of that, we call break. But we get still, a good strong growth in our emerging market segments, so those things. And although the core material markets are bigger, the likely decline or change in fluctuation in activity rates given their level of activity in general. Hopefully as long as the rest of the world, that is the emerging markets hold up. They'll likely cover those. I'm not guaranteeing it but, that's kind of how we think about it.

Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division

Okay. And then just there happens to be a fairly large business model out there that is noted for sale, may be as a whole or in parts. How does that impact your ability or desire to return capital along the plan that you've laid out? I mean are the 2 items of potentially doing M&A, and doing the return of capital to shareholders usually exclusive, or how do you factor in that new variable?

C. Richard Reese

A lot of variables in our business. We've made a commitment to our shareholders and we're going to meet that commitment. But other than that, I don't think I could give comment on what else we might or might not do.

Andrew J. Wittmann - Robert W. Baird & Co. Incorporated, Research Division

All right. And then, Brian, just with interest rates being low here, we're obviously you're active in the bond market this past quarter, I know lots of your existing debt have got some level of pre-penalties. Is there any opportunities in the capital structure and the debt financing to take advantage of today's low rates?

Brian P. McKeon

Well, I don't know -- rates today are low, but yes, it's yesterday and today, but changes frequently. But we did a lot of optimization on our front and we'll always look at that. But I think we've termed out our debt pretty well, and don't have anything that's obvious in the immediate term. Which is something we'll always look at. But I think for right now, we're pretty -- we've done the work to position us well for the first phase of this initial payout commitment, and we'll continue to evaluate it but nothing significant right now that we'd -- makes sense for us.

Operator

Our next question comes from Kevin McVeigh of Macquarie.

Kevin D. McVeigh - Macquarie Research

Richard, could you help us understand why you think you should [ph] spend between -- on that service level activities, lagging storage as opposed to leading over the last cycle? And then just, you should think about healthcare as a percentage of service, overall relative to the storage business, can you help us frame out kind of the revenue contribution from healthcare as opposed to other end markets?

C. Richard Reese

The reason I think is it's changed is, is look -- any prior period where we've seen significant economic weakness, quite frankly is, we were in a high acquisition mode and anything that was going on, on the margin, you didn't see that well, okay? Second is, so it may -- what I'm really saying is it may have happened and we didn't see it. In my lifetime, as I've said I've never lived anything as dramatic as this, and any bad recession we've seen is peanuts compared to this, and I'd like to say we were going pretty fast in the middle of it anyway. So I think it probably got masked. It's logical though, for that to happen in this case because if you think about what we do is on the way up for a customer, our whole portfolio of customers are growing. On average, they send us data that's say, probably on average, 18 months old. So on the way up, what they're creating today, since their activity of creation is higher as -- the larger they are, the more transaction, the more activity or what they're creating today, what they created 18 months ago was lower, okay, and we're getting at 18 months later, we're getting it today. But their service activities, halfway to retrieving, is directly related to the rate of creation. So on the way up, people create data. We see higher service transactions as they retrieve and deal with it and as the business activities going on, but we don't see the storage until later. And if they're moving up, it's 18 months later that they're building that we'll see 18 months at the best a bigger number out. I don't know if that makes sense, but that's the underlying trend. On the way down, it's just the opposite. We saw the service decline a year before. We saw the storage decline. Okay? On the way down, it's their service activities and their business, is coming down and they're not using information as much. And therefore, not creating residual archival data for us to store as much. We won't see the storage until later, and -- but we'll see the service when they're stop doing it. So I think those are the general trends that caused that. And quite frankly, Kevin, I've missed your second question so you might repeat it.

Kevin D. McVeigh - Macquarie Research

Healthcare.

C. Richard Reese

Oh, you wanted me to mention healthcare a little bit is that what you're asking for?

Kevin D. McVeigh - Macquarie Research

Yes, just if you think about healthcare as a percentage of the service revenue relative to what percentage of storage it is?

Brian P. McKeon

It's about 10%. Healthcare, as a segment overall, is about 10% of the business. It's more service weighted, because it tends to be a more active file or ancient records, and that has been a headwind for us. I mean, we've seen double-digit declines in the service, active service revenue, around healthcare as expected, with things like x-ray going away. It'd been going away for quite a period of time as well as some of the shift to EMR. We have offsets to that in terms of things like Hybrid revenue growing and actually in our Hybrid business, healthcare is one of our fastest growing segments.

C. Richard Reese

And look, if you roll out over time, and look in the next 2 or 3 years, we expect to see continued pressure on the core services in North America for this trend. If the economy picks up, it will over wash it. The trend of our broad portfolio will over wash that. It might. The healthcare will keep that rebound suppressed a little bit, but it will wash over the negative side of it. If you look out into the broader future, one of the strategic reasons is a variety of reasons why we went with the Hybrid business, but one of them was recognizing that some of this will happen. I mean healthcare, you can see coming 10 years ago. It was easy to see where that business has to go, and so forth. And our DMS business or Hybrid business, growth rates will eventually [indiscernible] but I mean in terms of the size and magnitude will actually also get what that will contribute to the positive side of it. And our DMS business is, if you think about it, is the counter strategy to decrease inactivity records. One of the things that happens when they decrease the activity in their physical records is, the -- they change of the workflow processes, they apply different technologies and they also have to deal with a hybrid document, that is, they have to deal with legacy paper as well as often times current paper in a mixed environment. And that's what our DMS or Hybrid business deals with.

Kevin D. McVeigh - Macquarie Research

Got it, super. And then just what assumption are you assuming per ton for recycled paper in the 2013 guidance, or 2012, rather?

Brian P. McKeon

We basically take the most recent -- it correlates with the most recent reported SOP rates what's -- was in the little north of 200.

Operator

Our last question comes from Scott Schneeberger of Oppenheimer.

Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division

The -- I'm looking at Slide 14, Global Records Management volume growth drivers and noticing destructions, it might be something seasonal looking at the pattern, but destructions picking up. Could you speak to that a little bit?

Brian P. McKeon

It's actually down year-on-year, so it is -- there are some seasonal impacts. You can see by the nature of the chart on Slide 14, that destructions, they're driven by episodic events, so let's say the overall trend in destructions has been quite stable coming off the peaks that we saw kind of in 2009. So I wouldn't read too much into the one quarter change. I will also, though, caveat that we always -- this is an area that you can have fluctuations driven by significant events.

Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division

Sure. And then moving right to the top of that chart, looks like a trend down in the volume growth for -- from the pattern. Could you speak to volume and price, to just a dynamic in general, what you're seeing on both of those elements?

Brian P. McKeon

The storage volume overall has been -- we certainly saw a decline coming out of our peaks at 2008, and the economic effects through 2009. I think since then our storage trends have been more stable. The -- this quarter, we've reporting it was about 2% year-on-year. North America was up. International continues strong. Pricing is in a consistent range. So really more consistency than different I think, what you're seeing on the trend here is more the transition from the high single-digit rates that we are at in 2008 and pre- the [ph] crisis to 2% to 3% range that we've been in more recently. So I think it's one thing to gives us confidence on our outlook is we do feel good about the storage side of the equation and stability there, and hopefully with some benefits from economic improvement and some pull through from some of our sales initiatives we can prove that over time.

Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division

And one more if I may, just North America, the margin outlook that you have there, what just what you've been seeing recently, and where do you think that'll go?

Brian P. McKeon

It implies relatively stable margins, consistent with our plans, there's a little bit of pressure from the paper change, because that -- a big swing like that, to move over 25% in 2 months and that's that tends to pull right through to the bottom line in the short term. So we'll have some moderate pressure there but on balance, it's sustaining the high returns that we have. It's consistent with the business plan we've talked about. I would just take a step back and say overall in the business, we feel quite good about the margin side of the equation. We're managing North America, consistent with what we've discussed. We've got international on the right track. I think the growth side, we have some macro pressures from things like FX and paper. The underlying trends are where they've been and we're working through the tough economy. But I think on the margin side, we feel like we're executing very well, consistent with our plans.

C. Richard Reese

So in summary, thank you for all for joining us in Q3 and year-to-date performance. As Brian just said and I don't totally want to repeat ourselves, we as a management team and a company actually feel good about what we're doing relative to the environment we're operating in. We're making significant progress towards the -- improving our business, towards meeting our goals in our strategic plan and we're staying very focused on how we think about these kinds of issues. This is a business that we are operating for the long haul, and we think we've got a good future ahead of us. So we want to make sure that we're prepared for it when the world changes either way that we can operate in it, and remain with consistent performance, which has been our hallmark for over quite a few years and we'll continue doing that. So thank you all for your support and thanks for your coming today. We ran a little bit over time. I'm -- trick to try to keep these to 1 hour. So we'll try to do better next time. So thank you very much.

Operator

Thank you. This concludes today's conference call. You may now disconnect.

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