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Corporate
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Founded in 1995, American Tower is one of the
largest global real estate investment trusts
(REITs) and a leading independent owner, operator
and developer of multitenant communications
real estate. Our primary business is the leasing
of space on communications sites to wireless
service providers, radio and television broadcast
companies, wireless data providers, government
agencies and municipalities, and tenants in a
number of other industries. In addition, we offer
tower-related services in the United States,
including site acquisition, zoning and permitting,
structural and mount analysis, and construction
management, which primarily support our site
leasing business, including the addition of new
tenants and equipment on our sites.
Our portfolio primarily consists of towers that we
own and towers that we operate pursuant to long-
term lease arrangements, as well as Distributed
Antenna System (DAS) networks, which provide
seamless coverage solutions in certain in-building
and outdoor wireless environments. In addition
to the communications sites in our portfolio, we
manage rooftop and tower sites for property
owners under various contractual arrangements.
We also hold other telecommunications
infrastructure and property interests that we lease
primarily to communications service providers and
third-party tower operators, and we hold a portfolio
of 28 highly interconnected data center facilities
and related assets across 10 markets in the
United States that provide for the leasing of space
primarily to enterprises, network operators, cloud
providers and supporting service providers. Our
communications real estate portfolio of more than
224,000 communications infrastructure assets
includes nearly 43,000 in the U.S. & Canada, nearly
78,000 in Asia-Pacific1, more than 24,000 in Africa,
more than 31,000 in Europe and more than 48,000
in Latin America.
2 | American Tower Corporation
1 In January 2024, we entered into an agreement with Data Infrastructure Trust (“DIT”)
pursuant to which DIT will acquire a 100% ownership interest in our operations in India.
As of December 31, 2023, our India portfolio included 76,713 communications sites.
Building
a more
connected
world
American Tower Corporation | 3
To our
stakeholders,
I’m honored to write to you for the first time
as Chief Executive Officer at American Tower. As
I look back at what our teams achieved in 2023,
against a dynamic and challenging economic
and operating backdrop, I feel fortunate to have
the opportunity to lead a group of such talented
and passionate employees across the globe.
Our performance and the value we create are
the product of everything we do as one team at
American Tower. So, I’d like to begin by thanking
our employees for their commitment and
congratulating them on what they’ve achieved
for our customers, investors and communities.
In 2023, we saw strong demand for our tower
and data centers platforms. In our anchor
U.S. & Canada tower business, 5G investment
drove a record of approximately $230 million
in colocation and amendment growth. Record
organic new business growth supported strong
International segment performance, and
enterprises deploying hybrid-cloud solutions and
early-stage demand from artificial intelligence
(AI) led to our CoreSite interconnection platform
achieving its second consecutive year of record
new sales.
At the same time, an inflationary environment,
foreign currency fluctuations and financing cost
headwinds weighed on most of our bottom-line
metrics. Despite these challenges, we were
able to deliver compelling Adjusted EBITDA
Margin2 expansion and modest growth in AFFO
Attributable to AMT Common Stockholders per
Share2. In addition, we returned $3 billion to
shareholders through common stock dividends,
representing 10% annual growth in the
distribution per share.
We also made meaningful progress toward
advancing the sustainability of our operations. In
our Power-as-a-Service program, we increased
production of on-site renewable energy by more
than 40% compared to 2022, producing over
100 megawatt hours (MWh) of on-site renewable
electricity. We also reached nearly 22,000 sites
4 | American Tower Corporation
2 Definitions and reconciliations of non-GAAP metrics are provided at the
end of this document.
globally with lithium-ion battery energy storage
systems (LiBs) and increased our energy storage
capacity to over 830 MWh.
Over the course of the year, we executed on
several initiatives to reinforce our investment-
grade balance sheet and strengthen our asset
portfolio. By combining top-line growth with a
focus on cost controls that resulted in a 30-basis
point year-over-year reduction in cash SG&A as a
percent of revenue, we organically de-leveraged
to 5.2x net debt to Adjusted EBITDA2. We also
successfully issued approximately $7 billion of
fixed rate debt and reduced our floating rate
exposure to less than 11% of the total debt stack,
down from over 22% at the outset of the year.
Finally, we recycled capital to further reinforce
our balance sheet and optimize our portfolio
mix through our Mexico fiber and Poland
divestitures, and shortly after the start of the
new year, we announced the pending sale of our
India operations. As a result, we’re heading into
2024 in a position of greater strength.
We increased
production of
on-site renewable
energy by more
than 40% compared
to 2022
American Tower Corporation | 5
Managing our portfolio
to ensure we’re investing
in assets in the most
attractive geographies
6 | American Tower Corporation
25
Countries3
5,600+
Global Employees
224,000+
Communications
Assets
As I look to 2024 and the
decade to come,
I’m more excited by the opportunity ahead than
I’ve been in my more than 20 years with the
Company. There are two key reasons for that:
First, we’re in the early stages of a
technology wave being driven by the need
for exponentially more compute and mobile
data throughput, which suggests distributed
digital infrastructure is going to be in higher
demand for the foreseeable future. Across our
global footprint, market penetration for data
intensive smart devices continues to grow,
mobile data consumption is surging, and
carriers, governments and industry groups
across the world are pointing to the need to
deploy more spectrum on more cell sites to
support ubiquitous, low-latency networks
that will fuel the next stage of economic and
social development.
Second, we’ve spent the past two decades
developing a leading global portfolio, with real
estate, power and interconnection platforms
that will serve as the core backbone of this
wave. We’re positioned to harvest the benefits
of the scaled, differentiated tower and data
center platforms we’ve built to provide unique
value for our customers and best-in-class growth,
profitability and returns for our investors. To
deliver on the opportunity we see ahead, we’ve
established a clear set of objectives that will
guide us in 2024 and beyond.
3 In January 2024, we entered into an agreement with DIT pursuant to which
DIT will acquire a 100% ownership interest in our operations in India. As of
December 31, 2023, our India portfolio included 76,713 communications sites.
American Tower Corporation | 7
20
24
and beyond
Actively Manage the Portfolio to
Maximize Growth
We’re going to actively manage our portfolio
to ensure we’re investing in assets in the
most attractive geographies, where secular
demand trends signal the potential for long-
term, sustained growth. This goes together
with ensuring we are securing business with
market leaders, maintaining contract structures
that maximize organic growth and minimize
down-side risks, and attracting and securing
accretive development opportunities afforded
8 | American Tower Corporation
by our in-market scale and leading operational
capabilities. At the same time, we’re going to
focus on supporting our global sales, operations
and finance teams to help them deliver
the highest possible level of service to our
customers, with the ultimate goal of maximizing
the recurring revenue our business generates.
Deliver the Most Efficient Global
Operating Model
We’re going to deliver the most efficient global
operating model, centered on cost discipline,
margin expansion and increasing returns on
invested capital. We’re accelerating initiatives
in our regional operations to bring down direct
costs per site and leveraging technology to
create more cost-efficient deployment cycles,
lower maintenance costs and improve yields on
renewable energy generation. When it comes
to overhead, we’ve made significant progress
in recent years, and our 2024 outlook suggests
an 80 basis point reduction in cash SG&A as a
percent of revenue since the end of 2022. As we
move forward, we’re going to continue building a
more globalized and efficient organization that is
capable of extending on these recent successes
and driving increasing profitability and returns.
Disciplined and Flexible
Capital Allocation
We’re executing a disciplined and flexible
capital allocation program, focused on expanding
tower and data center platforms by selecting
opportunities with the highest risk-adjusted rates
of return and that support strong, sustainable
earnings growth. At American Tower, we’ve
developed a unique ability to allocate capital
deftly between our U.S. and international
tower businesses, as well as our U.S.-based
CoreSite platform. We see this as a distinct
competitive advantage.
Balance Sheet Strength at the Core
of Our Strategy
We’re further positioning our balance sheet as
a strategic asset. Our investment-grade credit
rating is at the core of our strategy, and that is
not going to change. We believe market access
and cost of capital advantages may be of even
more strategic importance in this cycle than they
were over the past decade. As I’ve mentioned,
we’ve already made significant progress on this
front, and in the near term, our capital allocation
program and cost savings initiatives are focused
on accelerating our pathway to enhanced
financial flexibility and strength.
American Tower Corporation | 9
Invest in Our People
Finally, and most importantly, we’re investing
in our people. As I said at the outset, our
success as a company is built upon the
dedication and performance of our teams
across the globe and the impact we can
make for our customers, investors and the
communities we serve. We need to attract
and retain top talent, and we must facilitate
a culture and environment where we can
maximize our potential, both as individuals
and as an organization. As a management
team, we also firmly believe teams that are
diverse and inclusive bring perspectives
that drive more innovation, productivity and,
ultimately, better results.
In closing,
I want to reiterate that I believe there’s tremendous opportunity ahead for
American Tower. Evolving technology trends continue to drive demand for more
ubiquitous, dense, low-latency distributed networks and more interconnection-
rich, distributed compute environments. With that as a backdrop, we’re going to
leverage our leading tower and data center platforms, balance sheet strength
and capital allocation discipline to create increasing economic value for our
shareholders, our customers and our communities.
Sincerely,
Steven O. Vondran
President and Chief Executive Officer
10 | American Tower Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One):
☒
☐
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2023
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from
to
Commission File Number: 001-14195
American Tower Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
Incorporation or Organization)
65-0723837
(I.R.S. Employer
Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices)
Telephone Number (617) 375-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.01 par value
1.375% Senior Notes due 2025
1.950% Senior Notes due 2026
0.450% Senior Notes due 2027
0.400% Senior Notes due 2027
4.125% Senior Notes due 2027
0.500% Senior Notes due 2028
0.875% Senior Notes due 2029
0.950% Senior Notes due 2030
4.625% Senior Notes due 2031
1.000% Senior Notes due 2032
1.250% Senior Notes due 2033
AMT
AMT 25A
AMT 26B
AMT 27C
AMT 27D
AMT 27F
AMT 28A
AMT 29B
AMT 30C
AMT 31B
AMT 32
AMT 33
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒
☐
☐
Accelerated filer
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2023 was $90.2 billion, based
on the closing price of the registrant’s common stock as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently
completed second quarter.
As of February 20, 2024, there were 466,352,208 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange Commission relative to the registrant’s 2024 Annual
Meeting of Stockholders are incorporated by reference into Part III of this Report.
AMERICAN TOWER CORPORATION
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2023
Special Note Regarding Forward-Looking Statements
PART I
ITEM 1.
Business
Overview
Products and Services
Strategy
Regulatory Matters
Competition
Human Capital Resources
Executive Officers
Available Information10
ITEM 1A. Risk Factors11
ITEM 1B. Unresolved Staff Comments22
ITEM 1C. Cybersecurity
ITEM 2.
ITEM 3.
ITEM 4. Mine Safety Disclosures
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
Properties23
Legal Proceedings
of Equity Securities26
Dividends
Performance Graph
ITEM 6.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
[Reserved]
Executive Overview
Non-GAAP Financial Measures
Results of Operations: Years Ended December 31, 2023 and 2022
Liquidity and Capital Resources
Critical Accounting Policies and Estimates53
Accounting Standards Updates56
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
ITEM 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9.
i
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AMERICAN TOWER CORPORATION
TABLE OF CONTENTS—(Continued)
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2023
Page
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
Management’s Annual Report on Internal Control over Financial Reporting
Changes in Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
ITEM 9B. Other Information59
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters63
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
Index to Exhibits
ITEM 16. Form 10-K Summary
Signatures
Index to Consolidated Financial Statements
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F-1
ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains statements about future events and expectations, or forward-
looking statements, all of which are inherently uncertain. We have based those forward-looking statements on our current
expectations and projections about future results. When we use words such as “anticipates,” “intends,” “plans,” “believes,”
“estimates,” “expects” or similar expressions, we are making forward-looking statements. Examples of forward-looking
statements include, but are not limited to, future prospects of growth in the communications infrastructure leasing industry, the
creditworthiness and financial strength of our customers, the effects of consolidation among companies in our industry and
among our customers and other competitive and financial pressures, our ability to maintain or increase our market share, our
plans to fund our future liquidity needs, the expected impacts of strategic partnerships on our business, our expectations for the
closing of signed agreements, including the Pending ATC TIPL Transaction (as defined in this Annual Report), and the
expected impacts of such agreements on our business, our substantial leverage and debt service obligations, our future financing
transactions, our future operating results, the level of future expenditures by companies in this industry and other trends in this
industry, changes in zoning, tax and other laws and regulations and administrative and judicial decisions, economic, political
and other events, particularly those relating to our international operations, our future capital expenditure levels, the impact of
technology changes on our industry and our business, our ability to remain qualified for taxation as a real estate investment trust
(“REIT”), the amount and timing of any future distributions including those we are required to make as a REIT, natural
disasters and similar events, technology failures, including cybersecurity and data privacy incidents, and our ability to protect
our rights to the land under our towers and buildings in which our data centers are located. These statements are based on our
management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could
prove inaccurate. These forward-looking statements may be found under the captions “Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this Annual Report generally.
You should keep in mind that any forward-looking statement we make in this Annual Report or elsewhere speaks only as of the
date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events
or how they may affect us. In any event, these and other important factors, including those set forth in Item 1A of this Annual
Report under the caption “Risk Factors,” may cause actual results to differ materially from those indicated by our forward-
looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this
Annual Report, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the
future events or circumstances described in any forward-looking statement we make in this Annual Report or elsewhere might
not occur. References in this Annual Report to “we,” “our” and the “Company” refer to American Tower Corporation and its
predecessor, as applicable, individually and collectively with its subsidiaries as the context requires.
iii
ITEM 1.
BUSINESS
Overview
PART I
We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of
multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless
service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities
and tenants in a number of other industries. We refer to this business, inclusive of our data center business discussed below, as
our property operations, which accounted for 99% of our total revenues for the year ended December 31, 2023. We also offer
tower-related services in the United States, which we refer to as our services operations. These services include site application,
zoning and permitting, structural and mount analyses, and construction management, which primarily support our site leasing
business, including the addition of new tenants and equipment on our sites. Our customers include our tenants, licensees and
other payers.
Since inception, we have grown our communications real estate portfolio through acquisitions, long-term lease arrangements
and site development. Our portfolio primarily consists of towers that we own and towers that we operate pursuant to long-term
lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in
certain in-building and outdoor wireless environments. In addition to the communications sites in our portfolio, we manage
rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications
infrastructure and property interests that we lease primarily to communications service providers and third-party tower
operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets
in the United States that we provide for the leasing of space primarily to enterprises, network operators, cloud providers and
supporting service providers.
As of December 31, 2023, our communications real estate portfolio of 224,502 communications sites included 42,905
communications sites in the U.S. & Canada, 77,647 communications sites in Asia-Pacific, 24,229 communications sites in
Africa, 31,241 communications sites in Europe and 48,480 communications sites in Latin America, as well as (i) urban
telecommunications assets in Argentina, Brazil, Colombia, India, South Africa and Spain, (ii) other property interests in
Australia, Canada, New Zealand and the United States and (iii) 28 data center facilities across ten United States markets.
On January 4, 2024, through our subsidiaries, ATC Asia Pacific Pte. Ltd. and ATC Telecom Infrastructure Private Limited
(“ATC TIPL”), which holds our operations in India, we entered into an agreement with Data Infrastructure Trust (“DIT”), an
infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT will acquire a
100% ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”). We will retain the full economic benefit
associated with the optionally convertible debentures issued by one of our customers in India, Vodafone Idea Limited (“VIL,”
and the optionally convertible debentures, the “VIL OCDs”), and rights to payments on certain existing customer receivables.
Subject to certain pre-closing terms, total aggregate consideration would potentially represent up to approximately 210 billion
Indian Rupees (“INR”) (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing
customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan
in India, by DIT. The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary
closing conditions, including government and regulatory approval.
We operate as a real estate investment trust for U.S. federal income tax purposes (“REIT”). Accordingly, we generally are not
required to pay U.S. federal income taxes on income generated by our REIT operations, including the income derived from
leasing space on our towers and in our data centers, as we receive a dividends paid deduction for distributions to stockholders
that offsets our REIT taxable income and gains. However, we remain obligated to pay U.S. federal income taxes on earnings
from our domestic taxable REIT subsidiaries (“TRSs”). In addition, our international assets and operations, regardless of their
classification for U.S. tax purposes, continue to be subject to taxation in the jurisdictions where those assets are held or those
operations are conducted.
The use of TRSs enables us to continue to engage in certain businesses and jurisdictions while complying with REIT
qualification requirements. We may, from time to time, change the election of previously designated TRSs to be included as
part of the REIT. As of December 31, 2023, our REIT-qualified businesses included our U.S. tower leasing business, a majority
of our U.S. indoor DAS networks business, our Services and Data Centers segments, as well as most of our operations in
Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda.
We report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada,
other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America
property, Data Centers and Services.
1
Products and Services
Property Operations
Our property operations accounted for 99%, 98% and 97% of our total revenues for the years ended December 31, 2023, 2022
and 2021, respectively. Our revenue is primarily generated from tenant leases. Within our tower leasing operations, our tenants
lease space on our communications real estate, where they install and maintain their equipment. Rental payments vary
considerably depending upon numerous factors, including, but not limited to, amount, type and position of tenant equipment on
the tower, remaining tower capacity and tower location. Our costs typically include ground rent (which is primarily fixed under
long-term lease agreements with annual cost escalations) and power and fuel costs, some or all of which may be passed through
to our tenants, as well as property taxes and repair and maintenance expenses. Our property operations have generated
consistent growth in revenue and typically have low cash flow volatility due to the following characteristics:
•
•
Long-term tenant leases with contractual rent escalations. In general, our tenant leases for our communications
sites with wireless carriers have initial non-cancellable terms of five to ten years with multiple renewal terms, with
provisions that periodically increase the rent due under the lease, typically annually, based on a fixed escalation
percentage (averaging approximately 3% in the United States) or an inflationary index in most of our international
markets, or a combination of both. Based upon foreign currency exchange rates and the tenant leases in place as of
December 31, 2023, we expect to generate over $60 billion of non-cancellable tenant lease revenue over future
periods, before the impact of straight-line lease accounting.
Consistent demand for our sites. As a result of rapidly growing usage of mobile data and other wireless services and
the corresponding wireless industry capital spending trends in the markets we serve, we anticipate consistent demand
for our communications sites. We believe that our global asset base positions us well to benefit from the increasing
proliferation of advanced wireless devices and the increasing usage of high bandwidth applications on those devices.
We have the ability to add new tenants and new equipment for existing tenants on our sites, which typically results in
incremental revenue and modest incremental costs. Our site portfolio and our established tenant base provide us with a
solid platform for new business opportunities, which has historically resulted in consistent and predictable organic
revenue growth.
• High lease renewal rates. Our tenants tend to renew leases because suitable alternative sites may not exist or be
available and repositioning a site in their network may be expensive and may adversely affect network quality. We
define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when
the lease rates on existing leases are reduced. We derive our churn rate for a given year by dividing our tenant billings
lost on this basis by our prior-year tenant billings. During the year ended December 31, 2023, churn was
approximately 3% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment. We expect
that our churn rate in our U.S. & Canada property segment will continue to be elevated through 2025 due to
contractual lease cancellations and non-renewals by T-Mobile US, Inc. (“T-Mobile”), including legacy Sprint
Corporation leases, pursuant to the terms of our master lease agreement with T-Mobile (the “T-Mobile MLA”) entered
into in September 2020.
• High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing
communications site are typically relatively minimal. Therefore, as tenants or equipment are added, the substantial
majority of incremental revenue flows through to gross margin and operating profit. In addition, in many of our
international markets, certain expenses, such as ground rent or power and fuel costs, are reimbursed or shared by our
tenant base.
Low maintenance capital expenditures. On average, we require relatively low amounts of annual capital
expenditures to maintain our communications sites.
•
Our property business includes the operation of communications sites and managed networks, the leasing of property interests
and, in select markets, the operation of fiber, the operation of data centers and the provision of backup power through shared
generators. Our presence in a number of markets at different relative stages of wireless development provides us with
significant diversification and long-term growth potential. Our property segments accounted for the following percentage of
consolidated total revenue for the years ended December 31,:
U.S. & Canada ..........................................................................................................
Asia-Pacific...............................................................................................................
Africa ........................................................................................................................
Europe.......................................................................................................................
Latin America ...........................................................................................................
Data Centers..............................................................................................................
48 %
10 %
11 %
7 %
16 %
7 %
47 %
10 %
11 %
7 %
16 %
7 %
52 %
13 %
11 %
5 %
16 %
0 %
2023
2022
2021
2
Communications Sites. Approximately 89%, 89% and 95% of revenue in our property segments was attributable to our
communications sites, excluding DAS networks, for the years ended December 31, 2023, 2022 and 2021, respectively.
We lease space on our communications sites to tenants providing a diverse range of communications services, including cellular
voice and data, broadcasting, mobile video and a number of other applications. In addition, in many of our international
markets, we receive pass-through revenue from our tenants to cover certain costs, including power and fuel costs and ground
rent. Our top tenants by revenue for each property segment are as follows for the year ended December 31, 2023:
•
•
•
•
•
U.S. & Canada: AT&T Inc. (“AT&T”); T-Mobile; and Verizon Communications Inc. (“Verizon Wireless”)
accounted for an aggregate of 87% of U.S. & Canada property segment revenue.
Asia-Pacific: Bharti Airtel Limited (“Airtel”); Reliance Jio; and VIL accounted for an aggregate of 88% of Asia-
Pacific property segment revenue.
Africa: Airtel; and MTN Group Limited (“MTN”) accounted for an aggregate of 84% of Africa property segment
revenue.
Europe: Telefónica S.A. (“Telefónica”) accounted for an aggregate of 73% of Europe property segment revenue.
Latin America: América Móvil; AT&T; Telefónica; and TIM S.p.A. accounted for an aggregate of 75% of Latin
America property segment revenue.
Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A
substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to
adverse changes in the creditworthiness and financial strength of our customers.”
As further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Executive Overview” and “—Critical Accounting Policies and Estimates,” in the third
quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated
that it would continue to make partial payments for the remainder of 2022. In late 2022, VIL had communicated its intent to
resume payments in full under its contractual obligations owed to us beginning on January 1, 2023. However, in early 2023,
VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it
would instead continue to make partial payments (the “VIL Shortfall”), for which we recorded reserves in late 2022 and the
first half of 2023. In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to
us.
We considered these developments and the uncertainty with respect to amounts owed under our tenant leases when conducting
our 2022 annual impairment assessments for long-lived assets and goodwill in India and, as a result, we determined that certain
fixed and intangible assets had been impaired during the year ended December 31, 2022.
In 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to the India
market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term
shareholder value and sustained growth. The strategic review concluded in January 2024 with our signed agreement with DIT
for the Pending ATC TIPL Transaction. During the process, and based on information gathered therein, we updated our
estimate on the fair value of the India reporting unit and determined that the carrying value exceeded fair value. As a result, we
recorded a goodwill impairment charge for the quarter ended September 30, 2023. We will continue to evaluate the carrying
value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.
In addition, we are subject to risks related to our international operations, as set forth under the caption “Risk Factors—Our
foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or
financial position, including risks associated with fluctuations in foreign currency exchange rates.”
Managed Networks, Data Centers and Related Assets, Other Telecommunications Assets, Property Interests and Shared
Generators. In addition to our communications sites, we also own and operate several types of managed network solutions,
provide communications site management services to third parties, manage and lease property interests under carrier or other
third-party communications sites, operate data center facilities and related assets, operate other telecommunications assets and
provide back-up power sources to tenants at our sites. The balance of our property segment revenue not attributable to our
communications sites was attributable to these items.
• Managed Networks. We own and operate DAS networks in the United States and certain international markets. We
obtain rights from property owners to install and operate in-building DAS networks, and we grant rights to wireless
service providers to attach their equipment to our installations. We also offer a small portfolio of outdoor DAS
networks as a complementary shared infrastructure solution for our tenants in the United States and in certain
international markets. Typically, we have designed, built and operated our outdoor DAS networks in areas in which
zoning restrictions or other barriers may prevent or delay deployment of more traditional wireless communications
sites, such as macro tower sites. We also hold lease rights and easement interests on rooftops capable of hosting
3
communications equipment in locations where towers are generally not a viable solution based on area
characteristics. In addition, we provide management services to property owners in the United States who elect to
retain full rights to their property while simultaneously marketing the rooftop for wireless communications equipment
installation. As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety
of infrastructure solutions, including small cells and other network architectures that may support our tenants’
networks in these areas.
• Data Centers and Related Assets. We own and operate data center facilities and related assets in the United States,
which consist of specialized and secure buildings that house networking, storage and communications technology
infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment. These
buildings are designed to provide the power, cooling and network connectivity necessary to efficiently operate this
equipment. Data centers located at points where many communications networks converge can also function as
interconnection hubs where customers are able to connect to multiple networks, cloud companies and other service
providers to exchange traffic and interoperate with each other.
• Other Telecommunications Assets. We own and operate other telecommunications assets, including fiber and related
assets, in certain international markets. We currently provide the right to use such fiber and related assets to
communications and internet service providers and third-party operators to support their telecommunications
infrastructure.
Property Interests. We own portfolios of property interests in Australia, Canada, New Zealand and the United States,
including land under carrier or other third-party communications sites, which provide recurring cash flow under
complementary leasing arrangements.
Shared Generators. We have contracts with certain of our tenants in the United States pursuant to which we provide
access to shared backup power generators.
•
•
Services Operations
We offer tower-related services in the United States, including site application, zoning and permitting, structural and mount
analyses, and construction management services. Our services operations primarily support our site leasing business, including
through the addition of new tenants and equipment on our sites. This segment accounted for 1%, 2% and 3% of our total
revenue for the years ended December 31, 2023, 2022 and 2021, respectively.
Site Application, Zoning and Permitting. We engage in site application services on our own behalf in connection with our tower
development projects, as well as on behalf of our tenants. We typically work with our tenants’ engineers to determine the
geographic areas where new communications sites will best address the tenants’ needs and meet their coverage objectives. Once
a new site is identified, we acquire the rights to the land or structure on which the site will be constructed, and we manage the
permitting process to ensure all necessary approvals are obtained to construct and operate the communications site.
Structural and Mount Analyses. We offer structural and mount analyses services to wireless carriers in connection with the
installation of their communications equipment on our towers. Our team of engineers can evaluate whether a tower structure
can support the additional burden of the new equipment or if an upgrade is needed, and whether the proposed mount
configurations will be capable of supporting the required loads in accordance with applicable standards. This enables our
tenants to better assess potential sites before making an installation decision. Our structural and mount analyses capabilities
enable us to provide higher quality service to our existing tenants by, among other things, reducing the time required to achieve
on-air readiness, while also providing opportunities to offer structural and mount analyses services to third parties.
Construction Management. We offer construction management services to wireless carriers in connection with the deployment
of their networks on our tower sites. Our construction management team oversees construction activities such as contractor
sourcing, contractor selection and management, materials management, on-site quality control and closeout documentation for
new installations or modifications. Our construction management capabilities enable us to provide efficient deployment to the
carriers while ensuring that the construction work meets our quality control standards.
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Strategy
Operational Strategy
As wireless communications technologies advance and the use of wireless services on handsets, tablets and other advanced
mobile devices grows, there is a corresponding increase in demand for the communications infrastructure required to facilitate
ever growing network demand. To capture this demand, our primary operational focus is to (i) increase the occupancy of our
existing communications real estate portfolio to support global connectivity, (ii) invest in, and selectively grow, our
communications real estate portfolio and service offerings, including through platform expansion initiatives, (iii) further
improve our operational performance and efficiency and (iv) maintain a strong balance sheet. We believe these efforts to meet
our customers’ needs will support and enhance our ability to capitalize on the growth in demand for wireless infrastructure. In
addition, we expect to explore new opportunities to enhance or extend our shared communications infrastructure businesses,
including those that may make our assets incrementally more attractive to new customers, or to existing customers for new
uses, and those that increase our operational efficiency.
•
•
•
Increase the occupancy of our existing communications real estate portfolio to support global connectivity. We
believe that our highest incremental returns will be achieved by leasing additional space on our existing
communications sites. Increasing demand for wireless services in our served markets has resulted in significant capital
spending by major wireless carriers and other connectivity providers. As a result, we anticipate growing demand for
our communications sites because they are attractively located and typically have capacity available for additional
tenants and equipment. In the United States, incremental carrier network activity is being driven by ongoing network
densification initiatives as well as 5G network deployments. In our international markets, carriers are increasingly
deploying more advanced network technologies such as 4G and, in the case of our international markets with more
mature network technology, 5G, while continuing to selectively augment legacy networks. We believe that the
majority of our towers have capacity for additional tenants and that substantially all of our towers that are currently at
or near full structural capacity can be upgraded or augmented to meet future tenant demand with relatively modest
capital investment. Therefore, we will continue to target our sales and marketing activities to increase the utilization
and return on investment of our existing communications sites.
Invest in and selectively grow our communications real estate portfolio to meet our customers’ needs. We seek
opportunities to invest in and grow our operations through our capital expenditure program, acquisitions and platform
expansion initiatives. A significant portion of our inorganic growth has been focused on properties with lower initial
tenancy because we believe that over time we can significantly increase tenancy levels, and therefore, drive strong
returns on those assets. More recently, we have invested in strategic data center assets, including through our
acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”) in late 2021,
which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing
communications tower real estate through emerging edge compute opportunities in the future. We also expect to
explore additional ways to use our platform expansion initiatives to enhance the efficiency of our operations over time.
Further improve our operational performance and efficiency. We continue to seek opportunities to improve our
operational performance throughout the organization. This includes investing in our systems and people as we strive to
improve efficiency and provide superior service to our customers. To achieve this, we intend to continue to focus on
customer service initiatives, such as reducing cycle times for key functions, including lease processing and tower
structural analysis. We are also focused on developing and implementing renewable power solutions across our
footprint to reduce our reliance on fossil fuels and help improve the overall efficiency of the communications
infrastructure and wireless industries through our sustainability and power as a service (PaaS) initiatives.
• Maintain a strong balance sheet. We remain committed to disciplined financial policies, which we believe result in
our ability to maintain a strong balance sheet and will support our overall strategy and focus on asset growth and
operational excellence. As a result of these policies, we currently have investment grade credit ratings. We continue to
focus on maintaining a robust liquidity position and, as of December 31, 2023, had $9.6 billion of available liquidity.
We believe that our investment grade credit ratings provide us consistent access to the capital markets and our liquidity
provides us the ability to continue to invest in growing and augmenting our business.
Capital Allocation Strategy
The objective of our capital allocation strategy is to simultaneously increase adjusted funds from operations per share and our
return on invested capital over the long term. To maintain our qualification for taxation as a REIT, we are required annually to
distribute an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed
earnings and excluding any net capital gain) to our stockholders. After complying with our REIT distribution requirements, we
plan to continue to allocate our available capital among investment alternatives that meet or exceed our return on investment
criteria, while taking into account the repayment of debt consistent with our financial policies. On an ongoing basis, we also
perform a comprehensive assessment of our global operations to ensure our portfolio is positioned to drive sustained growth
5
and achieve our risk-adjusted return objectives. This assessment may result in our decision to divest a portion, or all, of certain
assets, including our Mexico fiber and Poland businesses in 2023, and our signed agreement in January 2024 with DIT for the
Pending ATC TIPL Transaction, and repurpose proceeds, and potential future capital, to other capital priorities.
•
•
•
Capital expenditure program. We expect to continue to invest in and expand our existing communications real estate
portfolio through our capital expenditure program. This includes capital expenditures associated with site maintenance,
increasing the capacity of our existing sites and projects such as new site and data center facility construction, land
interest acquisitions and power solutions.
Acquisitions. We intend to continue to pursue acquisitions of communications sites and other telecommunications
infrastructure in our existing or new markets where we can meet or exceed our risk-adjusted return on investment
criteria. The risk-adjusted hurdle rates used to evaluate acquisition opportunities consider additional factors such as the
country and counterparties involved, investment and economic climate, legal and regulatory conditions and industry
risk, among others.
Return excess capital to stockholders. If we have excess capital available after funding (i) our required distributions,
(ii) capital expenditures, (iii) the repayment of debt consistent with our financial policies and (iv) anticipated future
investments, including acquisition and select platform expansion opportunities, we will seek to return such excess
capital to stockholders, including through our stock repurchase programs.
International Growth Strategy
We believe that, in certain international markets, we can create substantial value by either establishing a new, or expanding our
existing, communications real estate leasing business. Therefore, we expect we will continue to seek international growth
opportunities where we believe our risk-adjusted return objectives can be achieved. We strive to maintain a diversified
approach to our international growth strategy by operating in a geographically diverse array of markets in a variety of stages of
wireless network development. Our international growth strategy includes a disciplined, individualized market evaluation, in
which we conduct the following analyses, among others:
•
Country analysis. Prior to entering a new market, we conduct an extensive review of the country’s historical and
projected macroeconomic fundamentals, including inflation and foreign currency exchange rate trends, demographics,
capital markets, tax regime and investment alternatives, and the general business, political and legal environments,
including property rights and regulatory regime.
• Wireless industry analysis. To confirm the presence of sufficient demand to support an independent tower leasing
model, we analyze the competitiveness of the country’s wireless market. This includes an evaluation of the industry’s
pricing environment, past and potential consolidation and the stage of its wireless network development.
Characteristics that result in an attractive investment opportunity include (i) multiple competitive wireless service
providers who are actively seeking to invest in deploying voice and data networks and (ii) ongoing or expected
deployment of incremental spectrum from recent or anticipated auctions.
• Opportunity and counterparty analysis. Once an investment opportunity is identified within a geographic area with
an attractive wireless industry, we conduct a multifaceted opportunity and counterparty analysis. This includes
evaluating (i) the type of transaction, (ii) its ability to meet our risk-adjusted return criteria given the country and the
counterparties involved, including the anticipated anchor tenant and (iii) how the transaction fits within our long-term
strategic objectives, including future potential investment and expansion within the region.
Regulatory Matters
Towers, Antennas and Fiber. Our U.S. and international tower leasing businesses are subject to national, state and local
regulatory requirements with respect to the registration, siting, construction, lighting, marking and maintenance of our towers.
In the United States, the construction of new towers or modifications to existing towers may require pre-approval by the Federal
Communications Commission (“FCC”) and the Federal Aviation Administration (“FAA”), depending on factors such as tower
height and proximity to public airfields. Towers requiring pre-approval must be registered with the FCC and maintained in
accordance with FAA standards. Similar requirements regarding pre-approval of the construction and modification of towers
are imposed by regulators in other countries. Non-compliance with applicable tower-related requirements may lead to monetary
penalties or site deconstruction orders.
Certain of our international operations are subject to regulatory requirements with respect to licensing, registration, permitting
and public listings. In India, ATC TIPL holds an Infrastructure Provider Category-I (“IP-I”) Registration Certificate issued by
the Indian Ministry of Communications and Information Technology, which permits us to provide tower space to companies
licensed as telecommunications service providers under the Indian Telegraph Act of 1885. As a condition to the IP-I, the Indian
government has the right to take over telecommunications infrastructure in the case of emergency or war.
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In Asia-Pacific, our subsidiaries in the Philippines and Bangladesh are required to hold a registration or license in order to
establish, manage and operate passive telecommunications infrastructure services.
Our subsidiaries in New Zealand are required to satisfy certain investment and reporting requirements. Specifically, our
subsidiaries are required to invest 10 million New Zealand Dollars in the aggregate in additional land interests under
telecommunications assets in New Zealand by September 30, 2027, of which 5 million New Zealand Dollars must be invested
by September 30, 2025. Quarterly reporting for all acquisitions and dispositions is required to be provided to the Overseas
Investment Office.
In Africa, our subsidiaries in Burkina Faso, Ghana, Kenya, Niger, Nigeria and Uganda are required to hold a license in order to
establish and maintain passive telecommunications infrastructure services and DAS networks for communications service
providers.
In Latin America, our subsidiary in Chile holds a concession of intermediate telecommunications services and our subsidiary in
Argentina holds an information and communications technology service license. In Peru, our subsidiaries are registered as
infrastructure providers and in Colombia, passive infrastructure activities do not need any authorization, but our fiber subsidiary
is registered as a carrier service provider. The subsidiary that holds our fiber business in Brazil is also licensed and regulated as
a concession holder and permit holder authorized to provide telecommunications services. In certain of the markets in which we
operate, we are required to provide tower space to service providers on a non-discriminatory basis, subject to the negotiation of
mutually agreeable terms. Additionally, in 2023, one of our Brazilian subsidiaries, American Tower do Brasil – Cessao de
Infraestruturas S.A. (“ATC Brazil”) issued non-convertible debentures, which are listed on the Brazilian stock exchange.
Although the non-convertible debentures are held by another subsidiary of ours and are eliminated in consolidation, ATC Brazil
is still subject to the listing requirements of such exchange.
Our international business operations may be subject to increased licensing fees or ownership restrictions. For example, in
South Africa, the Broad-Based Black Economic Empowerment Act, 2003 (the “BBBEE Act”) has established a legislative
framework for the promotion of economic empowerment of South African citizens disadvantaged by Apartheid. Accordingly,
the BBBEE Act and related codes measure BBBEE Act compliance and good corporate practice by the inclusion of certain
ownership, management control, employment equity and other metrics for companies that do business there. In addition, certain
municipalities have sought to impose permit fees based upon structural or operational requirements of towers and certain
regional and other governmental bodies have sought to impose levies or other forms of fees. Our foreign operations may be
affected if a country’s regulatory authority restricts, revokes or modifies spectrum licenses of certain wireless service providers
or implements limitations on foreign ownership.
In all countries where we operate, we are subject to zoning restrictions and restrictive covenants imposed by local authorities or
community organizations. While these regulations vary, they typically require tower owners or tenants to obtain approval from
local authorities or community standards organizations prior to tower construction or the addition of a new antenna to an
existing tower. Local zoning authorities and community residents often oppose construction in their communities, which can
delay or prevent new tower construction, new antenna installation or site upgrade projects, thereby limiting our ability to
respond to tenant demand. This opposition and existing or new zoning regulations can increase costs associated with new tower
construction, tower modifications or additions of new antennas to a site or site upgrades, as well as adversely affect the
associated timing or cost of such projects. Further, additional regulations may be adopted that cause delays or result in
additional costs to us or changes in the competitive landscape that may negatively affect our business. These factors could
materially and adversely affect our operations. In the United States, the Telecommunications Act of 1996 prohibits any action
by state and local authorities that would discriminate between different providers of wireless services or ban altogether the
construction, modification or placement of communications sites. It also prohibits state or local restrictions based on the
environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations. Further, in
February 2012, the United States government adopted regulations requiring that local and state governments approve
modifications or colocations that qualify as eligible facilities under the regulations.
Portions of our business are subject to additional regulations, for example, in a number of states throughout the United States,
certain of our subsidiaries hold Competitive Local Exchange Carrier (CLEC) or other status, in connection with the operation of
our outdoor DAS networks business. In addition, we, or our customers, may be subject to new regulatory policies in certain
jurisdictions from time to time that may materially and adversely affect our business or the demand for our communications
sites.
Data Centers. Our U.S. data center facilities and related assets are subject to various federal, state and local regulations, such as
state and local fire and life safety regulations and Americans with Disabilities Act (“ADA”) federal requirements. If one of our
properties is not in compliance with these regulations, we may be required to make significant unanticipated expenditures in
order to comply with such regulations and/or pay fines or civil damage awards. Existing regulations may subsequently change
7
or future regulations may be enacted, either of which could have a similar impact as described above, and could materially and
adversely affect our operations.
Environmental Matters. Our U.S. and international operations are subject to various national, state and local environmental
laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and
exposure to, hazardous and non-hazardous substances, materials and wastes, the siting of our towers and the maintenance of our
data center facilities. We may be required to obtain permits, pay additional property taxes, comply with regulatory requirements
and make certain informational filings related to hazardous substances or devices used to provide power such as batteries,
generators and fuel at our tower sites and/or data center facilities. When a site is decommissioned, we are required to follow
applicable regulatory requirements, including by following decommissioning procedures and environmental management plans.
With respect to our data center facilities, the presence of contamination, asbestos, mold or other air quality issues or the failure
to remediate contamination, asbestos, mold or other air quality issues at our facilities may expose us to third-party liability or
materially and adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.
Violations of these types of regulations could subject us to fines or criminal sanctions.
Additionally, in the United States and in other countries where we operate, before constructing a new tower or adding an
antenna to an existing site, we must review and evaluate the impact of the action to determine whether it may significantly
affect the environment and whether we must disclose any significant impacts in an environmental assessment. If a tower or new
antenna might have a material adverse impact on the environment, FCC or other governmental approval of the tower or antenna
could be significantly delayed or modifications to the site construction plans may be necessary.
The U.S. Environmental Protection Agency, or EPA, some of the states and localities in which we operate and the governments
of other countries in which we operate have also enacted or proposed certain climate-related disclosures and may adopt new
regulations related to the use of fossil fuels or requiring the use of alternative fuel or renewable energy sources to power energy
resources that serve our data centers. Efforts to support and enhance renewable electricity generation may increase our costs of
electricity above those that would be incurred through procurement of conventional electricity. Our data centers require and
consume significant amounts of power, including electricity generated by the burning of fossil fuels. These laws, regulations
and stakeholder requests could limit our ability to develop new facilities or result in substantial compliance, maintenance,
repair, retrofit and construction costs, including capital expenditures for environmental control facilities and other new
equipment. Changes in regulations that affect electric power providers, such as regulations related to the control of greenhouse
gas emissions or other climate change-related matters, could adversely affect the costs of electric power and increase our
operating costs, which could adversely affect our business, financial condition and results of operations or those of our
customers.
Health and Safety. In the United States and in other countries where we operate, we are subject to various national, state and
local laws regarding employee health and safety, including protection from radio frequency exposure and air quality issues.
Competition
Our industry is highly competitive. We compete, both for new business and for the acquisition of assets, with other public tower
companies, such as Crown Castle International Corp., SBA Communications Corporation, Telesites S.A.B. de C.V. and Cellnex
Telecom, S.A., wireless carrier tower consortia such as Indus Towers Limited and private tower companies, private equity
sponsored firms, carrier-affiliated tower companies, independent wireless carriers, tower owners, broadcasters and owners of
non-communications sites, including rooftops, utility towers, water towers and other alternative structures. Our data center
business also competes with a variety of companies offering similar data center solutions and services, including space, power,
interconnection and development services. We believe that location and capacity, grid distribution constraints, network and/or
interconnection density, price, quality and speed of service have been, and will continue to be, significant competitive factors
affecting owners, operators and managers of communications sites and data center facilities.
Our services business competes with a variety of companies offering individual, or combinations of, competing services. The
field of competitors includes site application consultants, zoning consultants, real estate firms, right-of-way consultants,
structural engineering firms, construction management firms, tower owners/managers, telecommunications equipment vendors
who can provide turnkey site development services through multiple subcontractors and our tenants’ personnel. We believe that
our tenants base their decisions for services on various criteria, including a company’s experience, local reputation, price and
time for completion of a project.
For more information on demand trends in our industry, see Item 7 of this Annual Report under the caption “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”
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Human Capital Resources
As of December 31, 2023, we employed 5,643 full-time individuals, including 2,399 employees based in the United States and
3,244 employees based internationally. Our teams in our more than 20 countries around the world are our most important assets
and fundamental to our success. Aligned with our business strategy, our human capital management strategy focuses on
developing and delivering solutions to attract, develop, engage and retain top diverse talent in each of the countries where we
operate. We consider our employee relations to be good. Our Chief Sustainability Officer and Chief Human Resources Officer
regularly report to the Nominating and Corporate Governance Committee and the Compensation Committee of our Board of
Directors (our “Board”), respectively, on our initiatives related to human capital management.
Employee Engagement. In 2023, our employees completed our biennial company-wide engagement survey to provide feedback
on American Tower in key areas. The survey was completed by 88% of our employees. All of the areas measured scored at
least 75% in favorability. Of note, teamwork received a 90% favorability score, leadership received an 88% favorability score,
employee engagement received an 85% favorability score and diversity and inclusion received an 82% favorability score. The
questions with the highest favorable ratings were focused on our culture, our values and ethics.
Diversity, Equity and Inclusion. Diversity, equity and inclusion are fundamental considerations and values for us in conducting
business. A critical factor in our success is ensuring that each of these remains at the core of our business culture, infusing fresh
ideas, helping us remain connected to our customers in a dynamic global market and ensuring mutual respect guides us in our
interactions both internally and externally. We have adopted a Diversity Statement and Global Human Rights Statement, which
can be found on our website.
Our Board is a diverse group with respect to traditional diversity metrics such as gender, race and national origin, as well as
professional background and skills, with five members of our Board identifying as female and four identifying as part of a
minority group. We are also committed to ensuring diverse representation among our employees. In 2023, 38% of all
employees promoted globally were female, which is greater than the female representation in our workforce of 30%. And as of
December 31, 2023, nearly 40% of management-level positions in the United States were also held by women. The U.S. Equal
Employment Opportunity Commission (“EEOC”) requires employers to submit an EEO-1 report on an annual basis. The report
breaks down an employer’s workforce by race, ethnicity and gender across job categories established by the EEOC. We publish
the EEO-1 reports on our website, which provides transparency for our stakeholders to better understand our diversity and
workforce practices. We monitor our representation internally as well, as it helps us identify areas for growth as we continue
strengthening our diversity efforts and initiatives.
Additionally, we have implemented several initiatives designed to promote social justice and support our diversity and
inclusion efforts. These include pledges from the American Tower Foundation of (i) a total of $2.0 million for grants to
organizations around the globe, recommended by our Social Justice Committee, supporting charitable organizations that
promote racial equity and enhance the American Tower Foundation’s work on social justice and (ii) a total of $1.0 million for
scholarship funds at two Historically Black Colleges and Universities disbursed over a five-year period (2021-2025). In 2023,
our Chief Diversity, Equity and Inclusion Officer continued to lead our diversity, equity and inclusion strategy by introducing
new initiatives and best practices, including working with each region on inclusion efforts and creating global and regional
resources to enhance education and awareness in our culture.We have developed education initiatives and increased access to
professional development opportunities for employees, including an enhanced focus on mentoring opportunities. Additionally,
we have worked to provide access and opportunity for underrepresented groups in the REIT industry. We also enable global
employee resource groups, including Women and Allies of American Tower Climb Higher (“WAATCH”), in our U.S., Latin
America and Europe regions, to promote better employee engagement and allyship. Our employee resource groups are open to
all employees with the goal of enhancing professional development, connection and collaboration for everyone.
Talent Development and Recruitment. As a critical investment in our capacity to provide our customers with outstanding
support and customer service, we offer a variety of development opportunities unique to each market to cultivate our talent
throughout our global organization. For individual contributors, we have approximately 9,600 resources in up to five languages
that focus on job-specific training and general topics, such as productivity, collaboration and project management. We create
and customize courses to meet regional needs and update these courses regularly to address changing marketplace dynamics
and employee interests.
Developing our managers is critical to our success, and over 40,000 resources and tools are provided to all levels of
management. For example, our Management Essentials program provides continuous learning opportunities through training
led by American Tower leaders. Managers learn tools and best practices that enable both management and team success, and
that build and strengthen competencies to better respond to the needs of a growing and increasingly complex organization. Our
annual Accelerated Leadership Development program, in collaboration with the INSEAD executive education program,
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provides our next generation leaders in Latin America, Europe, the U.S. and Africa, with a seven-week intensive workshop to
enhance management and leadership skills. For our U.S. employees with high potential, we offer several professional
development opportunities designed to support these employees through a career path journey to become inclusive leaders. We
also have a comprehensive talent-management review process to develop future leaders and ensure effective succession
planning.
Our recruiting efforts consistently include strategies to build diverse candidate pipelines and promote a culture that supports a
diverse team of global employees. We are proud of our Leadership Development Program, which provides a recruitment
opportunity for business school students, who are able to learn about different aspects of our business through regular rotational
assignments. Further, with respect to our employees that have graduated or are currently enrolled in the Leadership
Development Program, from the inception of such program through December 31, 2023, 60% of our hires identified as part of a
minority group and 50% identified as female. We have also continued our recruiting efforts with Historically Black Colleges
and Universities as well as other recruiting efforts to build a diverse talent pipeline.
Our Compensation Committee also approved a shared human capital management goal for the entire executive team for 2023,
which focuses on developing talent.
Workplace Safety. We are committed to the safety of our employees and surrounding communities. Depending on the role, team
members are required to pass and complete regular safety training courses and follow specific tower and site safety protocols
with the support of operational manuals. A key component of our culture is a strong commitment to incident reporting and
corrective actions, as well as a comprehensive program for ensuring vendor compliance with safety standards and certifications.
Our strict adherence to the rigorous standards set forth by the relevant government agencies and other authorities, such as the
Telecommunications Infrastructure Registered Apprenticeship Program and Telecommunications Industry Association, is
critical to ensuring our towers are structurally safe for field personnel, vendors, customers and communities. We have several
employee security protocols and standards in place to better protect our people and assets worldwide. These include global
standards for the security of international travelers and personnel ground movements. We also operate a traveler assistance
program that allows us to better monitor international travel and provide employees with relevant trip advice and 24/7
assistance services. A related journey risk management program provides support for trips in complex threat environments, and
includes hostile environment awareness training, real-time tracking of personnel and 24/7 support.
Health and Wellness. We offer medical and parental leave benefits to full-time employees across all markets, with some local
variation. We conduct wellness check-ins and offer resources to support our employees’ mental health and well-being,
including access to a free Employee Assistance Program, which offers confidential assistance on a wide range of issues. We
also offer market competitive benefits in all locations and, in 2023, continued our behavioral health benefit in the United States
to support employees’ mental well-being.
Executive Officers
For information about our Executive Officers, see Item 10 of this Annual Report under the caption “Directors, Executive
Officers and Corporate Governance.”
Available Information
Our internet website address is www.americantower.com. Information contained on our website is not incorporated by
reference into this Annual Report, and you should not consider information contained on our website as part of this Annual
Report. You may access, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, plus amendments to such reports as filed or furnished pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), through the “Investor Relations” portion of our website as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission (the “SEC”).
We have adopted a written Code of Ethics and Business Conduct Policy (the “Code of Conduct”) that applies to all of our
employees and directors, including, but not limited to, our principal executive officer, principal financial officer and principal
accounting officer or controller or persons performing similar functions. The Code of Conduct, our Corporate Governance
Guidelines and the charters of the audit, compensation and nominating and corporate governance committees of our Board are
available on the “Investor Relations” portion of our website, under the “Corporate Governance” tab. In the event we amend the
Code of Conduct, or provide any waivers of the Code of Conduct to our directors or executive officers, we will disclose these
events on our website as required by the regulations of the New York Stock Exchange (the “NYSE”) and applicable law.
In addition, paper copies of these documents may be obtained free of charge by writing us at the following address: 116
Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations; or by calling us at (617) 375-7500.
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ITEM 1A.
RISK FACTORS
Risks Related to Our Business Strategy
A significant decrease in leasing demand for our communications infrastructure would materially and adversely affect our
business and operating results, and we cannot control that demand.
A significant reduction in leasing demand for our communications infrastructure would materially and adversely affect our
business, results of operations or financial condition. Factors that may affect such demand include:
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the ability and willingness of wireless and cloud service providers to maintain or increase capital expenditures on
network infrastructure;
the financial condition of communications service providers;
increased mergers, consolidations or exits that reduce the number of communications service providers or increased
use of network sharing among governments or communications service providers;
a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in
the financial and credit markets or global social, political or health crises, inflation, slowing growth, rising interest
rates or recession;
delays or changes in the deployment of next generation wireless technologies;
technological changes;
zoning, environmental, health, tax or other government regulations or changes in the application and enforcement
thereof; and
governmental licensing of spectrum or restriction or revocation of our customers’ spectrum licenses.
A substantial portion of our current and projected future revenue is derived from a small number of customers, and we are
sensitive to adverse changes in the creditworthiness and financial strength of our customers.
A substantial portion of our total operating revenues is derived from a small number of customers. If any of these customers are
unwilling or unable to perform their obligations under their agreements with us, our revenues, results of operations, financial
condition and liquidity could be materially and adversely affected. In addition, our growth projections are based on future
revenue from a small number of customers, and such projections could be adversely impacted by adverse changes in the
creditworthiness and financial strength of our customers.
One or more of our customers, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or
terminate operations as a result of a prolonged economic downturn, economic difficulties (including those from the imposition
of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be
substantial) or otherwise. The current inflationary and high interest rate environment could materially and adversely affect our
customers through disruptions of, among other things, their ability to procure their equipment through their supply chains, their
ability to procure power and fuel and their ability to maintain liquidity and deploy network capital, with potential decreases in
consumer spending contributing to liquidity risks. Such financial difficulties could result in uncollectible accounts receivable
and an impairment of our deferred rent asset, tower asset, network location intangible asset, tenant-related intangible asset or
goodwill. The loss of significant customers, or the loss of all or a portion of our anticipated lease revenues from certain
customers, could have a material adverse effect on our business, results of operations or financial condition.
One of our largest customers in India is VIL, which represented approximately 3% of our total revenue for the year ended
December 31, 2023. As a result of the VIL Shortfall, during the year ended December 31, 2022, we determined that certain
fixed and intangible assets and tenant-related intangible assets for VIL had been impaired. In the second half of 2023, VIL
began making payments in full of its monthly contractual obligations owed to us. Additionally, the Pending ATC TIPL
Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which
may prevent us from completing a transaction on acceptable terms. If the Pending ATC TIPL Transaction does not close,
additional partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill,
could result in additional impairments and could have a material adverse effect on our business, results of operations or
financial condition. For more information on impairments in India, please see the information under the caption “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”
included in this Annual Report. For more information on revenue reserves related to the VIL Shortfall, please see the
information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Results of Operations” included in this Annual Report.
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Due to the long-term nature of our customer leases, we depend on the continued financial strength of our customers. Many
communications service providers operate with substantial levels of debt. In our international operations, many of our
customers are subsidiaries of global telecommunications companies. These subsidiaries may not have the explicit or implied
financial support of their parent entities.
In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital
expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial
and credit markets, such as the current environment driven by the significant disruptions caused by factors such as inflation,
rising interest rates and supply chain disruptions. If our customers or potential customers are unable to raise adequate capital to
fund their business plans or face capital constraints, they may reduce their spending, file for bankruptcy or reduce or terminate
operations, which could materially and adversely affect demand for our communications infrastructure and our services
business.
In the ordinary course of our business, we do occasionally experience disputes with our customers, generally regarding the
interpretation of terms in our leases. Historically, we have resolved these disputes in a manner that did not have a material
adverse effect on us or our relationships with our customers. However, it is possible that such disputes could lead to a
termination of our leases with those customers, a material adverse modification of the terms of those leases or a deterioration in
our relationships with those customers that leads to a failure to obtain new business from them, any of which could have a
material adverse effect on our business, results of operations or financial condition. If we are forced to resolve any of these
disputes through litigation, our relationship with the applicable customer could be terminated or damaged, which could lead to
decreased revenue or increased costs, resulting in a corresponding adverse effect on our business, results of operations or
financial condition.
If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our
growth, revenue and ability to generate positive cash flows could be materially and adversely affected.
Significant consolidation among our customers could reduce demand for our communications infrastructure and may materially
and adversely affect our growth and revenues. Certain combined companies have rationalized duplicative parts of their
networks or modernized their networks, and these and other customers could determine not to renew, or attempt to cancel,
avoid or limit leases or related payments with us. Additionally, some of our international customers may use consolidation and/
or restructuring to address financial or other competitive pressures, which could in turn result in the sale of wireless assets. In
the event a customer terminates, consolidates or restructures its business, or separately sells its spectrum or wireless assets, we
may experience increased churn as a result. Our ongoing contractual revenues and our future results may be negatively
impacted if a significant number of these leases are terminated or not renewed. For example, see our discussion of churn as a
result of the T-Mobile MLA in our U.S. & Canada property segment in Item 7 of this Annual Report, under the caption
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”
In addition, extensive sharing of site infrastructure, roaming or resale arrangements among wireless service providers, including
due to increases in advanced network technology such as 5G, as an alternative to leasing our communications sites, without
compensation to us, may cause new lease activity to slow if carriers utilize shared equipment rather than deploy new equipment,
or may result in the decommissioning of equipment on certain existing sites because portions of the customers’ networks may
become redundant.
Increasing competition within our industries may materially and adversely affect our revenue.
Our industries are highly competitive and our customers have numerous alternatives in leasing communications infrastructure
assets. Competition due to pricing or alternative contractual arrangements from peers could materially and adversely affect our
lease rates. We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew
or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms,
resulting in an adverse impact on our results of operations and growth rate.
In addition, some of our data center competitors have significant advantages over us, including greater name recognition, longer
operating histories, lower operating costs, lower levels of leverage, pre-existing relationships with current or potential
customers, greater financial, marketing and other resources, access to better networks and access to less expensive power. These
advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities and, as a
result, we may lose existing or potential data center customers, incur costs to improve our data centers or be forced to reduce
our rental rates. These risks are compounded by the fact that a significant percentage of our data center customer leases expire
every year.
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Our expansion initiatives involve a number of risks and uncertainties, including those related to integrating acquired or
leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
As we continue to acquire and build communications sites and other communications infrastructure assets, including data center
facilities and related assets, in our existing markets and expand into new markets, we are subject to a number of risks and
uncertainties, including not meeting our return on investment criteria and financial objectives, increased costs, assumed
liabilities and the diversion of managerial attention. Achieving the benefits of acquisition and platform expansion initiatives
depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite
permits, differing systems, cultural differences, conflicting policies, procedures and operations or with incomplete information.
Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with
onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and
upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of
operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are
actually paid. Some of our acquired portfolios have included sites that do not meet our structural specifications, including sites
that may be overburdened. In these cases, beyond additional capital expenditures, general liability risks associated with such
portfolios will exist until such time as those portfolios are upgraded or otherwise remedied. In addition, integration may
significantly burden management and internal resources, including through the potential loss or unavailability of key personnel.
Our international expansion initiatives are subject to additional risks, such as those described above, as well as our ability to
comply with bribery and anti-corruption laws such as the Foreign Corrupt Practices Act (the “FCPA”) and similar local laws.
Moreover, we may fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity. If we are
not able to meet these integration challenges, we may not realize the benefits we expect from our acquired portfolios and
businesses, and our business, financial condition and results of operations will be adversely affected.
We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain
operational at all times. Problems at one or more of our data centers, whether or not within our control, could result in service
interruptions or significant infrastructure or equipment damage. These could result from numerous factors, including limited
power availability and grid distribution constraints due to current high demand, human error, equipment failure, physical,
electronic and cybersecurity breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme
temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health
emergencies and failure of business partners.
We have service level commitment obligations to substantially all of our data center customers. As a result, service
interruptions or significant equipment damage in our data centers could result in difficulty maintaining service level
commitments to these customers and potential claims related to such failures. Because our data centers are critical to many of
our customers’ businesses, service interruptions or significant equipment damage in our data centers could also result in lost
profits or other indirect or consequential damages to our customers. In addition, any loss of service, equipment damage or
inability to meet our service level commitment obligations could reduce the confidence of our customers and could
consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate
revenues and our operating results. Furthermore, we are dependent upon internet service providers, telecommunications carriers
and utility providers, some of which have experienced significant system failures and outages in the past. Our customers may in
the future experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these
providers fail to provide the required services, our business, financial condition and results of operations could be adversely
impacted.
As a result of our acquisitions, we have a substantial amount of intangible assets and goodwill. In accordance with accounting
principles generally accepted in the United States (“GAAP”), we are required to assess our goodwill and other intangible assets
annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired. If,
as a result of the factors noted above, the testing performed indicates that an asset may not be recoverable or the carrying value
exceeds the fair value, we would be required to record a non-cash impairment charge in the period the determination is made.
Our platform expansion initiatives may not be successful, or we may be required to record impairment charges for our goodwill
or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial
condition, and could limit our continued investments in such platform expansion initiatives.
New technologies or changes, or lack thereof, in our or a customer’s business model could make our communications
infrastructure leasing business less desirable and result in decreasing revenues and operating results.
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The development and implementation of new technologies designed to enhance the efficiency of wireless networks or changes
in a customer’s business model could reduce the need for tower-based wireless services, decrease demand for tower space or
reduce previously obtainable lease rates. In addition, if the industry trends toward deploying increased capital to the
development and implementation of new technologies, then customers may allocate less of their budgets to leasing space on our
towers. Examples of these technologies include more spectrally efficient technologies, which could relieve a portion of our
customers’ network capacity needs and, as a result, could reduce the demand for tower-based antenna space. Additionally,
certain small cell complementary network technologies or satellite services could shift a portion of our customers’ network
investments away from traditional tower-based networks, which may reduce the need for carriers to add more equipment at
certain communications sites.
Moreover, the emergence of alternative technologies could reduce the need for tower-based broadcast services transmission and
reception. Further, a customer may decide to cease outsourcing tower infrastructure or otherwise change its business model,
which would result in a decrease in our revenue and operating results. Similarly, our data center site infrastructure may become
antiquated due to the development of new systems that deliver power to, or eliminate heat from, the servers and other customer
equipment that we house or the development of new technology that requires levels of power and cooling density that our
facilities are not designed to provide. Our failure to innovate in response to the development and implementation of these or
other new technologies or changes in a customer’s business model could have a material adverse effect on the growth of our
business, results of operations or financial condition. Conversely, we may invest significant capital in technologies, platform
expansion initiatives or new additions to our core business that may not provide expected returns or profitability, which could
divert management attention and have a material adverse effect on our operating results.
Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that
are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely
affecting our growth.
Competition to purchase assets could adversely affect our ability to achieve our return on investment criteria.
We may experience increased competition for the acquisition of communications infrastructure assets or contracts to build new
communications infrastructure assets for customers, which could make the acquisition of high-quality assets significantly more
costly or prohibitive or cause us to lose contracts to build new sites. Some of our competitors are larger and may have greater
financial resources than we do, while other competitors may apply less stringent investment criteria or less stringent contractual
terms than we do. In addition, we may not anticipate increased competition entering a particular market or competing for the
same assets. Higher prices for assets or the failure to add new assets to our portfolio could make it more difficult to achieve our
anticipated returns on investment or future growth, which could materially and adversely affect our business, results of
operations or financial condition.
Strategic partnerships and divestitures, such as the Pending ATC TIPL Transaction, may materially and adversely affect our
financial condition, results of operations or cash flows.
As we continue to engage in partnership opportunities to support our expansion initiatives, our partners may have business or
economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or
objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents
contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present governance
challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the
obligations of that partnership or to execute buyouts of their interests.
Furthermore, we continually evaluate the performance, capital needs and strategic fit of all of our businesses and, as a result of
such evaluation, may sell some or all of the equity interests in a particular business or components of a business. Divestitures
involve risks, including difficulties in the separation of operations, services, products and personnel. We cannot assure you that
we will be successful in managing these or any other significant risks that we may encounter related to the divestiture of a
business. Any divestiture we undertake could materially and adversely affect our business, reputation, financial condition,
results of operations and cash flows, and may also result in a diversion of management’s attention, operational difficulties and
losses.
Divestitures and our evaluation of assets or businesses in connection with potential divestitures may result in asset impairment
charges, including those related to goodwill and other intangible assets, or losses realized in connection with a transaction,
which could have an impact on our financial condition and results of operations. Specifically with respect to our India reporting
unit, we concluded that a triggering event occurred as of September 30, 2023, primarily due to indications of value received
from third parties in connection with our review of various strategic alternatives for our India operations, including the potential
sale of equity interests. As a result, we performed an interim quantitative goodwill impairment test as of September 30, 2023
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using, among other things, the information obtained from third parties to compare the fair value of the India reporting unit to its
carrying amount, including goodwill. The result of our interim goodwill impairment test as of September 30, 2023 indicated
that the carrying amount of our India reporting unit exceeded our estimated fair value. As a result, we recorded a goodwill
impairment charge of $322.0 million as of September 30, 2023. The goodwill impairment charge is recorded in Goodwill
impairment in the accompanying consolidated statements of operations.
We expect to complete the Pending ATC TIPL Transaction in the second half of 2024. The Pending ATC TIPL Transaction is
subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent
us from completing the transaction during 2024 or at all. Further, the Pending ATC TIPL Transaction agreement terms include
representations and warranties by us that are supported by indemnification obligations, and breaches could require us to
indemnify the buyer for certain events, which could result in adverse impact on the expected financial benefit we expect from
the Pending ATC TIPL Transaction.
Risks Related to Our Financial Performance or General Economic Conditions
Our leverage and debt service obligations, including during a rising interest rates environment, may materially and
adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion
initiatives and may reduce funds available to satisfy our distribution requirements.
Our leverage and debt service obligations could have significant negative consequences to our business, results of operations or
financial condition, including:
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requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing
the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions;
impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to
generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration
of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured;
limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive
disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including
with respect to acquiring assets; and
limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
We may need to raise additional capital through debt financing activities, asset sales or equity issuances, even if the then-
prevailing market conditions are not favorable, to fund capital expenditures, future growth and expansion initiatives, required
purchases of our partners’ interests and to satisfy our distribution requirements and debt service obligations and leverage
requirements, including financial ratio covenants. An increase in our total leverage could lead to a downgrade of our credit
rating below investment grade, which could negatively impact our ability to access credit markets or preclude us from obtaining
funds on investment grade terms, rates and conditions or subject us to additional loan covenants, which could accelerate our
debt repayment obligations. Further, certain of our current debt instruments limit the amount of indebtedness we and our
subsidiaries may incur. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our
outstanding indebtedness.
Further, market volatility and disruption caused by factors such as inflation, rising interest rates and supply chain disruptions
may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance
maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.
The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, and increased the
federal funds rate on four occasions during 2023. Such rate increases have corresponding impact to our costs of borrowing and
may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt
due to higher debt capital costs, diminished credit availability and less favorable equity markets. The extent to which these
factors will impact our business and financial results will depend on future developments, which are highly uncertain and
cannot be predicted at this time due to the rapid evolution of this uncertain situation.
Rising inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
The United States and other large global economies experienced historically high inflation during 2022, which continued into
2023. The Federal Reserve Board and other central banks raised interest rates more aggressively and to their highest levels in
the last four to five decades. Current and future inflationary effects may be driven by, among other things, supply chain
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disruptions, governmental stimulus or fiscal policies, as well as ongoing global military conflicts. Inflation can materially and
adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business.
In addition, should inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators,
our returns could be adversely affected. In an inflationary environment, such as the current economic environment, depending
on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate
of inflation or our customers may be unwilling to pay contractual increases, which would reduce our profit margins and returns.
If we are unable to increase our prices to offset the effects of inflation, our business, results of operations and financial
condition could be materially and adversely affected. Rising inflation rates have also contributed to foreign currency exchange
rate volatility, including in several of the markets where we operate. The ongoing impact of inflation may continue to create
foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency,
thereby adversely impacting our business, results of operations, financial condition or the underlying value of foreign
subsidiaries.
In addition, inflation is often accompanied by higher interest rates. The Federal Reserve Board and other central banks have
recently raised interest rates to their highest levels in decades. The combination of higher interest rates and high inflation could
lead to an extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of
operations and financial condition even after these conditions improve. Additionally, higher inflation or higher costs of capital
could also impact the risk premiums or market returns on our assets. Changes in costs of capital could adversely impact the
underlying value of our assets, which could in turn result in impairment charges.
Restrictive covenants in the agreements related to our securitization transactions, our credit facilities and our debt securities
could materially and adversely affect our business by limiting flexibility, and we may be prohibited from paying dividends on
our common stock, which may jeopardize our qualification for taxation as a REIT.
The agreements related to our securitization transactions include operating covenants and other restrictions customary for loans
subject to rated securitizations. Among other things, the borrowers under the agreements are prohibited from incurring other
indebtedness for borrowed money or further encumbering their assets. A failure to comply with the covenants in the agreements
could prevent the borrowers from taking certain actions with respect to the secured assets and could prevent the borrowers from
distributing any excess cash from the operation of such assets to us. If the borrowers were to default on any of the loans, the
servicer on such loan could seek to foreclose upon or otherwise convert the ownership of the secured assets, in which case we
could lose such assets and the cash flow associated with such assets.
The agreements for our credit facilities also contain restrictive covenants and leverage and other financial maintenance tests that
could limit our ability to take various actions, including incurring additional debt, guaranteeing indebtedness or making
distributions to stockholders, including our required REIT distributions, and engaging in various types of transactions, including
mergers, acquisitions and sales of assets. Additionally, our credit facilities restrict our and our subsidiaries’ ability to incur liens
securing our or their indebtedness. These covenants could have an adverse effect on our business by limiting our ability to take
advantage of financing new tower or other communications infrastructure development, mergers and acquisitions or other
opportunities. Our credit agreements also contain cross-default and/or cross-acceleration provisions, which may be triggered if
we default on certain indebtedness in excess of certain thresholds. In the event of such a default, the resulting cross-defaults or
cross-accelerations could have an adverse effect on our business and financial condition. Further, reporting and information
covenants in our credit agreements and indentures require that we provide financial and operating information within certain
time periods. If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.
For more information regarding the covenants and requirements discussed above, please see Item 7 of this Annual Report under
the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Factors Affecting Sources of Liquidity” and note 8 to our consolidated financial statements included in this Annual
Report.
We also enter into hedges for certain debt instruments, which may have an adverse impact on our results to the extent that the
counterparties do not perform as expected at the inception of each hedge.
Risks Related to Laws and Regulations
Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our
revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.
Our international business operations and our potential expansion into additional new markets in the future expose us to
potential adverse financial and operational problems not typically experienced in the United States. We anticipate that revenues
from our international operations will continue to grow. Accordingly, our business is subject to risks associated with doing
business internationally, including:
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uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated
international operations, fees or other requirements directed specifically at the ownership and operation of
communications infrastructure or our international acquisitions, any of which laws, fees or requirements may be
applied retroactively or with significant delay;
failure to retain our tax status or to obtain an expected tax status for which we have applied;
expropriation resulting in government takeover of customer operations or governmental regulation restricting foreign
ownership or requiring reversion or divestiture;
laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions
of capital;
changes in a specific country’s or region’s political or economic conditions, including inflation or currency
devaluation;
changes to zoning regulations or construction laws, which could be applied retroactively to our existing
communications infrastructure;
actions restricting or revoking our customers’ spectrum licenses, or alterations or interpretations thereof, or suspending
or terminating business under prior licenses;
failure to comply with anti-bribery laws such as the FCPA or similar local anti-bribery laws, or the Office of Foreign
Assets Control requirements;
failure to comply with data privacy laws or other protections of employee health and personal information;
• material site issues related to security, fuel availability and reliability of electrical grids;
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significant increases in, or implementation of new, license surcharges on our revenue;
loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and
price-setting or other similar laws or regulations for the sharing of passive infrastructure.
We also face risks associated with changes in foreign currency exchange rates, including those arising from the impacts of the
current inflationary and high interest rate environment on the global economy and markets and those arising from our
operations, investments and financing transactions related to our international business. Volatility in foreign currency exchange
rates can also affect our ability to plan, forecast and budget for our international operations and expansion efforts. Our revenues
earned from our international operations are primarily denominated in their respective local currencies. We have not historically
engaged in significant currency hedging activities relating to our non-U.S. Dollar operations, and a weakening of these foreign
currencies against the U.S. Dollar would negatively impact our reported revenues, operating profits and income.
Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and
changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive
landscape.
Our business, and that of our customers, is subject to federal, state, local and foreign laws, treaties and regulations and
administrative and judicial decisions. In certain jurisdictions, these regulations, laws and treaties could be applied or be
enforced retroactively. Zoning authorities and community organizations are sometimes opposed to the construction of
communications sites in their communities, which can delay, prevent or increase the cost of new tower construction,
modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer demands.
Existing or new regulatory policies, regulations or laws may materially and adversely affect the timing, cost or completion of
our communications sites or result in changes in the competitive landscape that may negatively affect our business.
Noncompliance could result in the imposition of fines or an award of damages to litigants or result in decreased revenue. In
addition, in certain jurisdictions, we and certain of our customers are required to pay annual licenses, fees or taxes, which may
be subject to substantial increases by the government, or new fees may be enacted and applied retroactively. Governmental
licenses may also be subject to periodic renewal and additional conditions to receive or maintain such license. Additionally, we
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have government customers for several of our communications sites and data centers, which subjects us to risks including early
termination, audits, investigations, sanctions and penalties.
Furthermore, the tax laws, regulations, applicable license terms and conditions, and interpretations governing our business, and
that of our customers, in jurisdictions where we operate, may change at any time, potentially with retroactive effect. Due to the
evolving nature of global tax laws and regulations and compliance approaches, it is currently not possible to assess the ultimate
impact of these actions on our financial statements, but these actions could have an impact on our financial results. This
includes changes in tax laws, transfer pricing regulations, spectrum use terms, administrative compliance guidance or judicial
interpretations thereof. For example, the definition and application of adjusted gross revenue (“AGR”) in India and associated
fees and charges may have a material financial impact on certain of our customers which could affect their ability to perform
their obligations under agreements with us.
In addition, as of January 1, 2024, we and our subsidiaries, in principle, would be subject to the Organization for Economic
Cooperation and Development (OECD) Global Anti-Base Erosion Rules (more commonly referred to as the “Pillar 2 Rules”) as
promulgated by jurisdictions. The Pillar 2 Rules can potentially lead to additional taxes (“Top-Up Tax”) when the effective tax
rate (as defined by the Pillar 2 Rules) in a jurisdiction is below 15%. The Pillar 2 Rules, however, do not apply to “Excluded
Entities” and certain subsidiaries of Excluded Entities. We are currently analyzing our qualification as an Excluded Entity as a
“Real Estate Investment Vehicle.” In the event we do not qualify as a Real Estate Investment Vehicle, Top-Up Taxes may apply
beginning in fiscal year 2026 on our United States income and may be material. Safe harbor exceptions are expected to apply
for the majority of our non-United States income, and for those entities that do not meet certain safe harbor tests, the impact to
us as a whole is expected to be immaterial. It is noted that the Pillar 2 Rules are still yet to be implemented in most of the
jurisdictions in which we operate. Developments will be monitored as guidance and local implementation progresses.
We may be adversely affected by regulations related to climate change.
Efforts to regulate greenhouse gas emissions, the use of fossil fuels or requirements to use alternative fuel to power energy
resources that serve our data centers or the generators we use in our emerging markets to deliver primary power to our
customers may have direct or indirect effects on our business by increasing the cost of compliance. In addition, there is an
increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding
environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters,
including policies related to disclosure requirements. We will likely need to be prepared to contend with overlapping, yet
distinct, climate-related disclosure requirements in multiple jurisdictions. These governmental initiatives are becoming more
stringent and may require us and our customers to make capital expenditures, such as investing in renewable energy solutions or
internal compliance systems, which would result in increased costs for us and our customers. Failure to comply with applicable
laws and regulations or other requirements imposed on us could also lead to fines and/or lost revenue.
In 2021, we adopted science-based greenhouse gas reduction targets, which were approved by the Science Based Targets
initiative and are in line with the goals set forth in the 2015 Paris Agreement. Our ability to achieve these goals are based on
several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in
technology and the availability of requisite financing. In addition, to meet our goals, we may need to expend significant
resources, which could increase our operational costs. We cannot guarantee that we will achieve our announced environmental,
social and governance goals and initiatives. In addition, consumers’ perceptions of our efforts to achieve these goals often differ
widely and present risks to our reputation and brand. Failing to meet these goals could result in customer dissatisfaction and
damage to our reputation with our key stakeholders, which could in turn adversely impact our results of operations, reputation,
financial condition and stock price.
If we fail to remain qualified for taxation as a REIT, we will be subject to tax at corporate income tax rates, which may
substantially reduce funds otherwise available, and even if we qualify for taxation as a REIT, we may face tax liabilities that
impact earnings and available cash flow.
Commencing with the taxable year beginning January 1, 2012, we have operated as a REIT for federal income tax purposes.
Qualification for taxation as a REIT requires the application of certain highly technical and complex provisions of the Internal
Revenue Code of 1986, as amended (the “Code”), which provisions may change from time to time, to our operations as well as
various factual determinations concerning matters and circumstances not entirely within our control. Further, tax legislation
may adversely affect our ability to remain qualified for taxation as a REIT or the benefits or desirability of remaining so
qualified. There are few judicial or administrative interpretations of the relevant provisions of the Code.
If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Code:
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• we will not be allowed a deduction for distributions to stockholders and would be subject to federal and state income
tax on our taxable income at regular corporate income tax rates, which could be substantial in amount, and may require
us to borrow additional funds or liquidate some investments to pay any additional tax liability and, accordingly, may
reduce funds available for other purposes; and
• we will be disqualified from REIT tax treatment for the four taxable years immediately following the year during
which we were so disqualified.
We are subject to certain federal, state, local and foreign taxes on our income and assets, including taxes on any undistributed
income and state, local or foreign income, franchise, property and transfer taxes. While state and local income tax regimes often
parallel the U.S. federal income tax regime for REITs, many of these jurisdictions differ in their treatment of REITs. For
example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends
paid, which could increase our income tax expense. We are also subject to the continual examination of our income tax returns
by the U.S. Internal Revenue Service and state, local and foreign tax authorities. The results of an audit and examination of
previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for
income taxes and cash tax liability.
Furthermore, we have owned and may from time to time own direct and indirect ownership interests in subsidiary REITs,
which must also comply with the same REIT requirements that we must satisfy, together with all other rules applicable to
REITs. If the subsidiary REIT is determined to have failed to qualify for taxation as a REIT and certain relief provisions do not
apply, then the subsidiary REIT would be subject to federal income tax, which tax we would economically bear along with
applicable penalties and interest. In addition, our ownership of shares in such subsidiary REIT would fail to be a qualifying
asset for purposes of the asset tests applicable to REITs and any dividend income or gains derived by us from such subsidiary
REIT may cease to be treated as income that qualifies for purposes of the 75% gross income test. These consequences could
have a material adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify for
taxation as a REIT.
Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.
Our use of TRSs enables us to engage in non-REIT qualifying business activities. Under the Code, no more than 20% of the
value of the assets of a REIT may be represented by securities of one or more TRSs and no more than 25% of the value of the
assets of the REIT may be represented by non-qualifying assets (including securities of one or more TRSs). This limitation may
hinder our ability to make certain attractive investments or take advantage of acquisition opportunities, including the purchase
of non-qualifying assets, the expansion of non-real estate activities and investments in the businesses to be conducted by our
TRSs, and to that extent limit our opportunities and our flexibility to change our business strategy.
Further, as a REIT, we must distribute to our stockholders an amount equal to at least 90% of our REIT taxable income
(determined before the deduction for distributed earnings and excluding any net capital gain). To meet our annual distribution
requirements, we may be required to distribute amounts that may otherwise be used for our operations, including amounts that
may otherwise be invested in future acquisitions, capital expenditures or repayment of debt. As no more than 25% of our gross
income may consist of dividend income from our TRSs and other non-qualifying types of income, our ability to receive
distributions from our TRSs may be limited, which may impact our ability to fund distributions to our stockholders or to use
income of our TRSs to fund other investments.
In addition, the majority of our income and cash flows from our TRSs are generated from our international operations. In many
cases, there are local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to
the United States to help satisfy REIT distribution requirements.
We could have liability under environmental and occupational safety and health laws.
Our operations are subject to various federal, state, local and foreign environmental and occupational safety and health laws and
regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to,
hazardous and non-hazardous substances, materials and wastes. As the owner, lessee or operator of real property and facilities,
including generators, we may be liable for substantial costs of investigation, removal or remediation of soil and groundwater
contaminated by hazardous materials, and for damages and costs relating to off-site migration of hazardous materials, without
regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination. We may also be
liable for certain costs of remediating contamination at third-party sites to which we sent waste for disposal, even if the original
disposal may have complied with all legal requirements at the time. Many of these laws and regulations contain information
reporting and record keeping requirements. We may not be at all times in compliance with all environmental requirements.
Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life
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safety regulations and ADA federal requirements. We may be subject to potentially significant fines or penalties if we fail to
comply with any of these requirements.
The requirements of the environmental and occupational safety and health laws and regulations are complex, change frequently
and could become more stringent in the future. In certain jurisdictions, these laws and regulations could be applied retroactively
or be broadened to cover situations or persons not currently considered. It is possible that these requirements will change or that
liabilities will arise in the future in a manner that could have a material adverse effect on our business, results of operations or
financial condition. While we maintain environmental and workers’ compensation insurance, we may not have adequate
insurance to cover all costs, fines or penalties.
Risks Related to the Operation of Our Business
Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of
climate change) and other unforeseen events for which our insurance may not provide adequate coverage or result in
increased insurance premiums.
Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as
hurricanes, ice and windstorms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the
potential adverse effects of pandemics and acts of terrorism. During the past several years, we have seen an increase in severe
weather events and expect this trend to continue due to climate change. Further, environmental liabilities, such as
contamination, asbestos-containing building materials and mold or other air quality issues at some of our data centers, could
arise and have a material adverse effect on our financial condition and performance.
Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause
supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a
material adverse effect on our business, results of operations or financial condition. Additionally, our communications sites
could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.
While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated
costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could
have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a
significant event, such as wildfire damage caused by our towers. Further, we may be liable for damage caused by towers that
collapse for any number of reasons including structural deficiencies, which could harm our reputation and require us to incur
costs for which we may not have adequate insurance coverage.
If we, or third parties on which we rely, experience technology failures, including cybersecurity incidents or the loss of
personally identifiable information, we may incur substantial costs and suffer other negative consequences, which may
include reputational damage.
As part of our normal business activities, including in our data centers, we rely on energy systems, cooling systems,
communication networks, information technology and other computing resources, and collect, store, manage and otherwise
process third-party data, including our customers’ data and our own data. We are vulnerable to physical or cybersecurity
breaches, attacks, computer viruses, ransomware, malware, fraud, worms, adverse impacts of artificial intelligence, social
engineering, denial-of-service attacks, malicious software programs, insider threats, unauthorized access and other
cybersecurity incidents that could disrupt our or our vendors’ operations, expose us to liability and have a material adverse
effect on our financial performance and operating results. These threats may result from human error, equipment failure, fraud
or malice on the part of employees or third parties. A party who is able to compromise the security measures on our or our
vendors’ networks or the security of our communications infrastructure could misappropriate our proprietary information or the
personal information of our customers, our employees or management, or cause interruptions or malfunctions in our operations
or our customers’ operations. As we provide assurances to our customers that we provide a high level of security, such a
compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and
resources to address any breaches, protect against such threats or to alleviate problems caused by breaches in security.
Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends will likely
continue, especially during times of geopolitical tension or instability among countries from which a number of recent
cybersecurity events have been alleged to have originated. Such cyber-attacks could be in the form of espionage, phishing
campaigns and otherwise. We are continuously evaluating and enhancing our cybersecurity and information security systems
and creating new systems and processes. However, there can be no assurance that these measures are or will be effective in
preventing or limiting the impact of future cybersecurity incidents. As techniques used to breach security grow in frequency and
sophistication, and are generally not recognized until launched against a target, we, or our vendors, may not be able to promptly
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detect that a cyber breach has occurred or implement security measures in a timely manner. If and when implemented, we, or
our vendors, may not be able to determine the extent to which these measures could be circumvented. Any breaches that may
occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating
to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material
adverse effect on our financial performance and operating results. We offer managed services in certain of our data centers
where we provide “remote hands” services for our customers. The access to our customers’ networks and data, which is gained
from these services, creates some risk that our customers’ networks or data will be improperly accessed. If we were held
responsible for any such breach, it could result in a significant loss to us, including damage to our customer relationships, harm
to our brand and reputation and legal liability. Additionally, while we maintain insurance coverage for cybersecurity incidents,
we may not have adequate insurance to cover the associated costs in the event of a breach resulting in loss of data, such as
personally identifiable information or other such data protected by data privacy or other laws, and we may be liable for
damages, fines and penalties for such losses under applicable regulatory frameworks.
Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our
backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer
interruptions in our operations, including our ability to correctly record, process and report financial information, our
customers’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or
confidential information (including information about our customers or landlords, or customer information on our fiber, data
center or managed networks businesses), which could result in a loss of revenue, damage to our reputation, damage to our
customer and vendor relationships, litigation, regulatory investigations and penalties under existing or future data privacy laws
and require us to incur significant costs to remediate or otherwise resolve these issues.
Our costs could increase and our revenues could decrease due to perceived health risks from radio emissions, especially if
these perceived risks are substantiated.
Public perception of possible health risks associated with cellular and other wireless communications technology could slow the
growth of wireless companies, which could in turn slow our growth. In particular, negative public perception of, and regulations
regarding, these perceived health risks, including claims that the deployment of 5G networks is linked to adverse health effects,
could undermine the market acceptance of wireless communications services and increase opposition to the development and
expansion of tower sites. If a scientific study, court decision or government agency ruling resulted in a finding that radio
frequency emissions pose health risks to consumers, it could negatively impact our customers and the market for wireless
services, which could materially and adversely affect our business, results of operations or financial condition. We do not
maintain any significant insurance with respect to these matters.
If we are unable to protect our rights to the land under our towers and buildings in which our data centers are located, it
could adversely affect our business and operating results.
Our real property interests relating to our towers consist primarily of leasehold and sub-leasehold interests, fee interests,
easements, licenses and rights-of-way. A loss of these interests at a particular tower site may interfere with our ability to operate
that tower site and generate revenues. For various reasons, we may not always have the ability to access, analyze and verify all
information regarding titles and other issues prior to completing an acquisition of communications sites, which can affect our
rights to access and operate a site. From time to time, we also experience disputes with landowners regarding the terms of
easements or ground agreements for land under towers, which can affect our ability to access and operate tower sites. Further,
for various reasons, landowners may not want to renew their ground agreements with us, they may lose their rights to the land,
or they may transfer their land interests to third parties, including ground lease aggregators, which could affect our ability to
renew ground agreements on commercially viable terms. A significant number of the communications sites in our portfolio are
located on land we lease pursuant to long-term operating leases. Further, for various reasons, title to property interests in some
of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States. Our
inability to protect our rights to the land under our towers may have a material adverse effect on our business, results of
operations or financial condition.
We do not own the buildings for all of our data centers and our business could be harmed if we are unable to renew the leases
for these data centers at favorable terms or at all, though we generally have the right to extend the terms of our leases when the
primary terms of the leases expire. Failure to increase operating revenues to sufficiently offset any potential increase in lease
costs, including as a result of the current inflationary environment, would adversely impact our operating income. We could
also lose customers due to the disruptions in their operations caused by our inability to renew our data center leases.
Additionally, we rely on our landlords for basic maintenance of our leased data centers. If such landlords have not maintained
our leased properties sufficiently, we may be forced into an early exit from one or more of these data centers, which could be
disruptive to our business.
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If we are unable or choose not to exercise our rights to purchase towers that are subject to lease and sublease agreements at
the end of the applicable period, our cash flows derived from those towers will be eliminated.
Our communications real estate portfolio includes towers that we operate pursuant to lease and sublease agreements that include
a purchase option at the end of the lease period. We may not have the required available capital to exercise our right to purchase
the towers at the end of the applicable period, or we may choose, for business or other reasons, not to do so. If we do not
exercise these purchase rights, and are unable to extend the lease or sublease or otherwise acquire an interest that would allow
us to continue to operate these towers after the applicable period, we will lose the cash flows derived from the towers.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.
CYBERSECURITY
As part of our enterprise risk management, we maintain a comprehensive cybersecurity program that proactively monitors,
assesses, identifies, mitigates and responds to cybersecurity threats, including threats relating to disruption of business
operations or financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation
of privacy laws and other litigation and legal and reputational risks, and that emphasizes governance and compliance. Our
cybersecurity program and related cybersecurity policies are reviewed annually.
Governance
Board of Directors
Our cybersecurity program is overseen by the independent Audit Committee of our Board. Our Chief Information Security
Officer (“CISO”) presents a quarterly report of cybersecurity updates to the Audit Committee. Each quarter, the Board receives
a report from the Audit Committee chair on items covered during that quarter’s meeting. In 2023, the topics included our focus
on cybersecurity resilience, our approach to responsible use of Artificial Intelligence and the new cybersecurity disclosure rules.
Our Board's and Audit Committee’s inputs are key components in the development of our long-term cybersecurity strategy,
aligning the program’s goals within our risk tolerance.
In addition, a biennial cybersecurity risk assessment is completed with an external third party to provide us with a more
complete view of our cybersecurity risk. We retain a prominent cybersecurity consulting firm to assist with, and advise on, our
cybersecurity and incident response program. We engage on a quarterly basis with our auditors on matters regarding
cybersecurity and maintain a robust control environment, in compliance with the Sarbanes-Oxley Act of 2002, as amended, that
includes controls to protect the confidentiality, integrity and availability our data.
Management
We, along with CoreSite, our data centers operations subsidiary, each maintain a management information security steering
committee. We maintain two steering committees because of the distinct nature of CoreSite’s business. Each committee works
in collaboration with the other, including through the overlap of certain key steering committee members. Each committee
meets quarterly. These committees provide direction and support for our and CoreSite’s security initiatives and review
operational metrics.
Our steering committee includes our CISO, our Chief Information Officer, our Chief Risk Officer, our Chief Technology
Officer, our Senior Counsel—Corporate Legal, CoreSite’s Senior Vice President of IT & Digitization and CoreSite’s Vice
President of Information Security and IT Infrastructure, each of whom has experience, both at American Tower and in prior
roles, related to cybersecurity. Our CISO has 25 years of experience in cybersecurity, previously holding positions in the
cybersecurity service provider space and at a software security firm. Our Chief Information Officer has held IT leadership
positions across large, multi-national companies for nearly three decades, where he has overseen cybersecurity programs. Our
Chief Risk Officer has nearly 40 years of risk and audit experience, including oversight of IT audit, with experience at a leading
public accounting firm as well as one of the world’s largest computer storage and software companies. Our Chief Technology
Officer has over 30 years of experience in the technology space, including leadership roles with wireless carriers and chip
manufacturers, where cybersecurity was critical to the delivery of secure solutions. Our Senior Counsel—Corporate Legal also
serves as our lead Privacy Officer and is a lawyer who has led our privacy program since its inception. CoreSite’s Senior Vice
President of IT & Digitization has led CoreSite’s IT function for over 5 years, including having responsibility for securing the
business’s cybersecurity environment. CoreSite’s Vice President of Information Security and IT Infrastructure has over 25
years of experience building secure IT solutions across large network and data center environments and has been responsible
for the day-to-day operation of CoreSite’s business-critical IT environment since 2015.
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CoreSite’s steering committee includes CoreSite’s Chief Executive Officer, its Chief Accounting Officer, its Chief Revenue
Officer, its Senior Vice President of IT & Digitization, its Vice President of Legal, its Senior Vice President of Development &
Product Engineering, its Senior Vice President of Data Center Operations, its Senior Vice President of Human Resources, its
Vice President of Compliance & Internal Controls, its Senior Vice President of Finance & Corporate Development, its Vice
President of Information Security and IT Infrastructure, its Director of Compliance & Internal Controls, and American Tower’s
CISO. Each of CoreSite’s steering committee members has been chosen based on their understanding of, and participation in,
maintaining the rigorous control environment necessary to achieve the list of certifications detailed below.
Risk Management and Strategy
As part of our risk management strategy, we maintain an insurance policy to cover cybersecurity incidents.
CoreSite maintains several certifications related to cybersecurity processes for nearly all of its data center facilities, including:
(i) System and Organization Controls (SOC) 1 Type 2 examination; (ii) SOC 2 Type 2 examination; (iii) International
Organization for Standardization (ISO/IEC 27001); (iv) National Institute of Standards and Technology Publication Series
800-53 (NIST 800-53) attestation based on the high-impact baseline controls and additional Federal Risk and Authorization
Management Program (FedRAMP) requirements for a subset of control families applicable to colocation services; (v) Payment
Card Industry Data Security Standard (PCI DSS) validation; and (vi) Health Insurance Portability and Accountability Act
(HIPAA) attestation for the HIPAA Security Rule and the Health Information Technology for Economic and Clinical Health
Act (HITECH) Breach Notification requirements.
Our cybersecurity awareness program provides training for all global employees at onboarding and subsequently three times
every year. In 2023, across our organization, employees completed over 16,000 training classes related to cybersecurity.
Additionally, in 2023, to elevate cybersecurity awareness, we also conducted live training as part of our Employee
Development program, sent monthly phishing tips to all employees and provided weekly communications during October,
which is cybersecurity awareness month.
Operationally, we, along with CoreSite, each perform periodic penetration testing to identify weaknesses in systems and
networks so that they can be addressed appropriately. At least once per year, we also engage an outside cybersecurity firm to
perform independent testing. Our vulnerability management program is in place to adequately identify, classify, prioritize and
remediate vulnerabilities affecting assets. Our security operations program monitors our systems and networks, and is
responsible for investigating, responding to, and reporting any potential security incidents in a timely manner. Our Incident
Response Plan includes steps to determine materiality of any such incident and escalate matters to the Board and our employees
are regularly trained on the plan. We conduct an incident response exercise at least annually to ensure a timely, consistent and
compliant response. In 2023, we performed two separate exercises: (1) a crisis management tabletop exercise that simulated a
ransomware incident and included participation from our management, including our CEO and CFO, and (2) an IT-focused
tabletop which simulated multiple types of cybersecurity incidents, including (a) compromised credentials, (b) brute force
attack, (c) uncleaned malware and (d) ransomware. Both of these tabletop exercises were facilitated by a third-party.
Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of
third-party vendors and service providers. We have in place a Third-Party Cybersecurity Risk Management program to assess
the cybersecurity practices of third-party vendors and service providers with access to our and CoreSite’s systems or
information.
We have not been materially impacted by any cybersecurity threats or prior cybersecurity incidents, including with respect to
our business strategy, results of operations or financial condition. However, we cannot provide assurance that we will not be
materially affected in the future by such risks, threats or any future material incidents. See “Risk Factors” in Item 1A of this
Annual Report on Form 10-K for more information on our cybersecurity-related risks.
ITEM 2.
PROPERTIES
As of December 31, 2023, we owned and operated a portfolio of 224,502 communications sites, including 1,672 DAS
networks. See the table in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Executive Overview” for more detailed information on the geographic locations of our
communications sites. In addition, we own property interests that we lease to communications service providers and third-party
tower operators in Canada and the United States, which are included in our U.S. & Canada property segment, and in Australia
and New Zealand, which are included in our Asia-Pacific property segment, and also own and operate data center facilities and
related assets in the United States, which are included in our Data Centers segment.
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Our interests in our communications sites consist of a variety of ownership interests, including leases created by long-term
ground lease agreements, easements, licenses or rights-of-way granted by government entities.
A typical tower site consists of a compound enclosing the tower site, a tower structure and, in some cases, one or more
equipment shelters that house a variety of transmitting, receiving and switching equipment. In addition, many of our
international sites typically include power generators and batteries, which are often used for primary power in lieu of an electric
grid connection in select markets. The principal types of our towers are guyed, self-supporting lattice and monopole, and
rooftop towers in our international markets.
•
•
•
•
A guyed tower includes a series of cables attaching separate levels of the tower to anchor foundations in the ground
and can reach heights of up to 2,000 feet. A typical guyed broadcast tower can be located on a tract of land of up to 20
acres.
A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower
can reach heights of up to 1,000 feet, although most lattice structures are between 200 and 400 feet. Depending on the
height of the tower, a lattice tower site can be located on a tract of land of 10,000 square feet for a rural site or fewer
than 2,500 square feet for a metropolitan site.
A monopole tower is a tubular structure that is used primarily to address space constraints or aesthetic concerns.
Monopoles typically have heights ranging from 50 to 200 feet. A monopole tower site used in metropolitan areas for a
typical wireless communications tower can be located on a tract of land of fewer than 2,500 square feet.
Rooftop towers are primarily used in metropolitan areas in our Asia-Pacific, Africa, Europe and Latin America
markets, where locations for traditional tower structures are unavailable. Rooftop towers typically have heights
ranging from 10 to 100 feet.
U.S. & Canada Property Segment Encumbered Sites. As of December 31, 2023, the loan underlying the securitization
transactions completed in March 2018 and March 2023 (the “2018 Securitization” and the “2023 Securitization”, respectively,
and together, the “Trust Securitizations”) is secured by mortgages, deeds of trust and deeds to secure the loan on substantially
all of the 5,034 broadcast and wireless communications towers and related assets owned by the borrowers (the “Trust Sites”)
and the secured revenue notes issued in a private transaction completed in May 2015 (the “2015 Securitization”) are secured by
mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,343 communications sites owned by subsidiaries
of the issuer (the “2015 Secured Sites”).
There are no encumbered sites in our Asia-Pacific, Africa, Europe or Latin America property segments or in our Data Centers
segment.
Ground Leases. Of the 222,830 towers in our portfolio as of December 31, 2023, approximately 90% were located on land we
lease. Typically, we seek to enter long-term ground leases, which have initial terms of approximately five to ten years with one
or more automatic or exercisable renewal periods. As a result, 44% of the ground leases for our sites have a final expiration date
of 2033 and beyond.
Customers. Our customers are primarily wireless service providers, broadcasters and other companies in a variety of industries.
For the year ended December 31, 2023, our top three customers by total revenue were T-Mobile (17%), AT&T (16%) and
Verizon Wireless (12%).
Across most of our markets, our tenant leases for our communications sites with wireless carriers have initial non-cancellable
terms of five to ten years with multiple renewal terms. As a result, approximately 56% of our current tenant leases have a
renewal date of 2029 or beyond.
Data Centers. We own and operate data center facilities and related assets, and as of December 31, 2023, our data center
portfolio consisted of 28 data center facilities across ten United States markets, including the assets acquired as part of the
CoreSite Acquisition, across 3.3 million net rentable square feet (“NRSF”).
Offices. Our principal corporate headquarters is leased and located in Boston, Massachusetts, where we currently lease
approximately 40,000 square feet of office space. We also own or have entered into long-term leases for the majority of our
facilities in international and regional locations for the management and operation of our property and services businesses,
including offices in each of our U.S. & Canada, Asia-Pacific, Africa, Europe, Latin America and Data Centers segments. Our
international headquarters is leased and located in Amsterdam, Netherlands. We believe that our owned and leased facilities are
suitable and adequate to meet our anticipated needs.
24
ITEM 3.
LEGAL PROCEEDINGS
We periodically become involved in various claims and lawsuits that are incidental to our business. In the opinion of
management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse
outcome, have a material impact on our consolidated financial position, results of operations or liquidity.
ITEM 4.
MINE SAFETY DISCLOSURES
N/A.
25
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the NYSE under the ticker symbol AMT. As of February 20, 2024, we had 466,352,208
outstanding shares of common stock and 134 holders of record.
PART II
Dividends
As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income
(determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have distributed
and expect to continue to distribute all or substantially all of our REIT taxable income after taking into consideration our
utilization of net operating losses (“NOLs”).
The amount, timing and frequency of future distributions will be at the sole discretion of our Board and will depend upon
various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the
amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise
would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our
ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash
generated through our TRSs and other factors that our Board may deem relevant.
Performance Graph
This performance graph is furnished and shall not be deemed ‘‘filed’’ with the SEC or subject to Section 18 of the Exchange
Act, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended.
The following graph compares the cumulative total stockholder return on our common stock with the cumulative total return of
the S&P 500 Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index.
The performance graph assumes that on December 31, 2018, $100 was invested in each of our common stock, the S&P 500
Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index. The
cumulative return shown in the graph assumes reinvestment of all dividends. The performance of our common stock reflected
below is not necessarily indicative of future performance.
26
American Tower Corporation ................................................. $100.00
S&P 500 Index ........................................................................
100.00
Dow Jones U.S. Telecommunications Equipment Index........
FTSE Nareit All Equity REITs Index .....................................
100.00
100.00
12/18
Cumulative Total Returns
12/19
$147.85
131.49
116.24
128.66
12/20
$147.15
155.68
118.93
122.07
12/21
$195.54
200.37
173.48
172.49
12/22
$145.42
164.08
134.21
129.45
12/23
$153.21
207.21
158.08
144.16
ITEM 6.
[RESERVED]
N/A.
27
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated
financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires
us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the
related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these
estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with
our consolidated financial statements included in this Annual Report and the accompanying notes, and the information set forth
under the caption “Critical Accounting Policies and Estimates” below.
We report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada,
other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America
property, Data Centers and Services. In evaluating financial performance in each business segment, management uses, among
other factors, segment gross margin and segment operating profit (see note 20 to our consolidated financial statements included
in this Annual Report).
Executive Overview
We are one of the largest global REITs and a leading independent owner, operator and developer of multitenant
communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers,
radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a
number of other industries. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for
property owners under various contractual arrangements. We also hold other telecommunications infrastructure and property
interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further
below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States. Our customers
include our tenants, licensees and other payers. We refer to the business encompassing the above as our property operations,
which accounted for 99% of our total revenues for the year ended December 31, 2023 and includes our U.S. & Canada
property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers
segment.
We also offer tower-related services in the United States, including site application, zoning and permitting, structural and mount
analyses, and construction management, which primarily support our site leasing business, including the addition of new
tenants and equipment on our sites.
28
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of
December 31, 2023:
Number of
Owned Towers
Number of
Operated
Towers (1)
Number of
Owned DAS
Sites
U.S. & Canada:
Canada.............................................................................................................
United States ...................................................................................................
U.S. & Canada total................................................................................................
Asia-Pacific: (2)
Bangladesh ......................................................................................................
India (3)...........................................................................................................
Philippines.......................................................................................................
Asia-Pacific total ....................................................................................................
Africa:
Burkina Faso ...................................................................................................
Ghana ..............................................................................................................
Kenya ..............................................................................................................
Niger................................................................................................................
Nigeria.............................................................................................................
South Africa ....................................................................................................
Uganda ............................................................................................................
Africa total..............................................................................................................
Europe: (4)
France..............................................................................................................
Germany..........................................................................................................
Spain................................................................................................................
Europe total ............................................................................................................
Latin America:
220
27,142
27,362
579
75,950
355
76,884
731
3,486
3,855
916
8,296
2,692
4,184
24,160
4,096
14,947
11,885
30,928
—
15,091
15,091
—
—
—
—
—
—
—
—
—
—
—
—
303
—
—
303
—
452
452
—
763
—
763
—
37
11
—
—
—
21
69
9
—
1
10
Argentina.........................................................................................................
Brazil ...............................................................................................................
Chile ................................................................................................................
Colombia.........................................................................................................
Costa Rica .......................................................................................................
Mexico ............................................................................................................
Paraguay..........................................................................................................
Peru .................................................................................................................
Latin America total.................................................................................................
_______________
(1) Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
(2) We also control land under carrier or other third-party communications sites in Australia and New Zealand, which provide recurring cash flows through
499
20,563
3,700
4,969
705
9,581
1,455
3,965
45,437
—
2,029
—
—
—
186
—
450
2,665
11
122
144
6
2
92
—
1
378
tenant leasing arrangements.
(3) As further discussed below, in January 2024, we entered into the Pending ATC TIPL Transaction.
(4) During the year ended December 31, 2023, we completed the sale of our subsidiary in Poland.
As of December 31, 2023, our property portfolio included 28 operating data center facilities across ten markets in the United
States that collectively comprise approximately 3.3 million NRSF of data center space, as detailed below:
29
Number of
Data Centers
Total NRSF (1)
(in thousands)
San Francisco Bay, CA...........................................................................................................
Los Angeles, CA ....................................................................................................................
Northern Virginia, VA............................................................................................................
New York, NY........................................................................................................................
Chicago, IL .............................................................................................................................
Boston, MA ............................................................................................................................
Orlando, FL ............................................................................................................................
Miami, FL...............................................................................................................................
Atlanta, GA.............................................................................................................................
Denver, CO.............................................................................................................................
Total........................................................................................................................................
_______________
(1) Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
8
3
5
2
2
1
1
2
2
2
28
939
724
586
285
216
143
126
115
95
37
3,266
In most of our markets, our tenant leases for our communications sites with wireless carriers generally have initial non-
cancellable terms of five to ten years with multiple renewal terms. Accordingly, the vast majority of the revenue generated by
our property operations during the year ended December 31, 2023 was recurring revenue that we should continue to receive in
future periods. Most of our tenant leases for our communications sites have provisions that periodically increase or “escalate”
the rent due under the lease, typically based on (a) an annual fixed escalation (averaging approximately 3% in the United States)
or (b) an inflationary index in most of our international markets, or a combination of both. In addition, certain of our tenant
leases provide for additional revenue primarily to cover costs, such as ground rent or power and fuel costs.
Based upon existing customer leases and foreign currency exchange rates as of December 31, 2023, we expect to generate over
$60 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
Following the rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by
the court, we have experienced variability and a level of uncertainty in collections in India. As further discussed in Item 1A of
this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from
a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our
customers,” in the third quarter of 2022, one of our largest customers in India, VIL, communicated that it would make partial
payments. We recorded reserves in late 2022 and the first half of 2023 for the VIL Shortfall. In the second half of 2023, VIL
began making payments in full of its monthly contractual obligations owed to us.
In February 2023, and as amended in August 2023, VIL issued the VIL OCDs, which are (a) to be repaid by VIL with interest,
or (b) convertible into equity of VIL. If converted, such equity shall be free to trade in the open market beginning on the one
year anniversary of the date of issuance of the VIL OCDs. The VIL OCDs were issued for an aggregate face value of
16.0 billion Indian Rupees (“INR”) (approximately $193.2 million on the date of issuance) and will mature on August 27, 2024.
The fair value of the VIL OCDs at issuance was approximately $116.5 million.
We considered these developments and the uncertainty with respect to amounts owed under our tenant leases when conducting
our 2022 annual impairment assessments for long-lived assets and goodwill in India, and, as a result, we determined that certain
fixed and intangible assets had been impaired during the year ended December 31, 2022, which resulted in an impairment
charge of $508.6 million.
Additionally, in 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of
exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose
capital to drive long-term shareholder value and sustained growth. The strategic review concluded in January 2024 with our
signed agreement with DIT for the Pending ATC TIPL Transaction. During the process, and based on information gathered
therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying value exceeded
fair value. As a result, we recorded a goodwill impairment charge of $322.0 million for the quarter ended September 30, 2023.
On January 4, 2024, we entered into an agreement with DIT for the Pending ATC TIPL Transaction, pursuant to which DIT
will acquire a 100% ownership interest in ATC TIPL. We will retain the full economic benefit associated with the VIL OCDs
and rights to payments on certain existing customer receivables. Total aggregate consideration would potentially represent up to
approximately 210 billion INR (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing
customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan
in India, by DIT. The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary
closing conditions, including government and regulatory approval.
30
We will continue to evaluate the carrying value of our Indian assets, which may result in the realization of additional
impairment expense or other similar charges. For more information on impairments in India, please see the information under
the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting
Policies and Estimates” included in this Annual Report.
The revenues generated by our property operations may be affected by cancellations of existing tenant leases. As discussed
above, most of our tenant leases with wireless carriers and broadcasters are multiyear contracts, which typically are non-
cancellable; however, in some instances, a lease may be cancelled upon the payment of a termination fee.
Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as
churn, has historically not had a material adverse effect on the revenues generated by our consolidated property operations.
During the year ended December 31, 2023, churn was approximately 3% of our tenant billings, primarily driven by churn in our
U.S. & Canada property segment, as discussed below.
We expect that our churn rate in our U.S. & Canada property segment will remain elevated through 2025 due to contractual
lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-
Mobile MLA entered into in September 2020.
Property Operations Revenue Growth. Due to our diversified communications site portfolio, our tenant lease rates vary
considerably depending upon numerous factors, including, but not limited to, amount, type and position of tenant equipment on
the tower, remaining tower capacity and tower location. We measure the remaining tower capacity by assessing several factors,
including tower height, tower type, environmental conditions, existing equipment on the tower and zoning and permitting
regulations in effect in the jurisdiction where the tower is located. In many instances, tower capacity can be increased with
relatively modest tower augmentation capital expenditures, which are often reimbursed to us.
The primary factors affecting the revenue growth of our property segments are:
•
•
•
Growth in tenant billings, including:
•
•
•
New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments;
Contractual rent escalations on existing tenant leases, net of churn; and
New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the
prior-year period.
Revenue growth from our Data Centers segment in the United States, including rental and power revenue from new
lease commencements and expansions, contractual rent and power escalations on existing leases, mark-to-market
increases on renewing leases and increased interconnection services and solutions.
Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent
or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning,
partially offset, in certain cases, by revenue reserve provisions.
We continue to believe that our site leasing revenue, which makes up the vast majority of our property segment revenue, is
likely to increase due to the growing use of wireless services globally and our ability to meet the corresponding incremental
demand for our communications real estate. By adding new tenants and new equipment for existing tenants on our sites, we are
able to increase these sites’ utilization and profitability. We believe the majority of our site leasing activity will continue to
come from wireless service providers, with tenants in a number of other industries contributing incremental leasing demand.
Our site portfolio and our established tenant base provide us with new business opportunities, which have historically resulted
in consistent and predictable organic revenue growth as wireless carriers seek to increase the coverage and capacity of their
existing networks, while also deploying next generation wireless technologies. In addition, we intend to continue to supplement
our organic growth by selectively developing or acquiring new sites in our existing and new markets where we can achieve our
risk-adjusted return on investment objectives.
Property Operations Organic Revenue Growth. Consistent with our strategy to increase the utilization and return on investment
from our sites, our objective is to add new tenants and new equipment for existing tenants through colocation and lease
amendments. Our ability to lease additional space on our sites is primarily a function of the rate at which wireless carriers and
other tenants deploy capital to improve and expand their wireless networks. This rate, in turn, is influenced by the growth of
wireless services, the penetration of advanced wireless devices, the level of emphasis on network quality and capacity in carrier
competition, the financial performance of our tenants and their access to capital and general economic conditions. According to
industry data, recent aggregate annual wireless capital spending in the United States has averaged at least $30 billion, resulting
in consistent demand for our sites.
Based on industry research and projections, we expect that a number of key industry trends will result in incremental revenue
opportunities for us:
31
•
•
•
In less advanced wireless markets where network deployments are in earlier stages, we expect these deployments to
drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their
networks. We have established operations in many of these markets at the early stages of wireless development, which
we believe will enable us to meaningfully participate in these deployments over the long term.
Subscribers’ use of mobile data continues to grow rapidly given increasing smartphone and other advanced device
penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the
mobile ecosystem. We believe carriers will be compelled to deploy additional equipment on existing networks while
also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this
increasing mobile data usage.
The deployment of advanced mobile technology, such as 4G and 5G, will provide higher speed data services and
further enable fixed broadband substitution. As a result, we expect that our tenants will continue deploying additional
equipment across their existing networks.
• Wireless service providers compete based on the quality of their networks, which is driven by capacity and coverage.
To maintain or improve their network performance as overall network usage increases, our tenants continue to deploy
additional equipment across their existing sites while also adding new cell sites. We anticipate increasing network
densification over the next several years, as existing network density is anticipated to be insufficient to account for
rapidly increasing levels of wireless data usage.
•
• Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites
and equipment to their networks as they seek to optimize their network configuration and utilize additional spectrum.
We expect this to be particularly relevant in the context of higher-band spectrum such as 2.5 gigahertz (GHz) and C-
Band being deployed for 5G, as these spectrum assets tend to have more limited propagation characteristics compared
to the lower-band spectrum that has historically been deployed on our towers.
Next generation technologies requiring wireless connectivity have the potential to provide incremental revenue
opportunities for us. These technologies may include edge computing functionality, autonomous vehicle networks and
a number of other internet-of-things, or IoT, applications, as well as other potential use cases for wireless services.
These technologies may create new and complementary use cases for our communications real estate over time,
although these use cases are currently in nascent stages.
Continued data growth and emerging high-performance, latency-sensitive applications will drive an increased need for
reliable, secure and interconnected data center solutions. We believe these trends will result in incremental utilization
and interconnection demand at our data center facilities.
•
As part of our international expansion initiatives, we have targeted markets in various stages of network development to
diversify our international exposure and position us to benefit from a number of different wireless technology deployments over
the long term. In addition, we have focused on building relationships with large multinational carriers to increase the
opportunities for growth or mutually beneficial transactional opportunities across common markets. We believe that consistent
carrier network investments across our international markets will, over the long term, position us to generate meaningful
organic revenue growth going forward.
In emerging markets, such as Bangladesh, Burkina Faso, Ghana, India, Kenya, Niger, Nigeria, the Philippines and Uganda,
wireless networks tend to be significantly less advanced than those in the United States, and initial voice networks continue to
be deployed in certain underdeveloped areas. A majority of consumers in these markets still utilize basic wireless services and
advanced device penetration remains low. In more developed urban locations within these markets, mobile data usage tends to
be higher and advanced network deployments are further along. Carriers are focused on completing voice network build-outs
while increasing investments in data networks as mobile data usage and smartphone penetration within their customer bases
begin to accelerate.
In markets with rapidly evolving network technology, such as South Africa and most of the countries in Latin America where
we do business, initial voice networks, for the most part, have already been built out, and carriers are increasingly focused on
the early stages of 5G network deployments. Consumers in these regions are increasingly adopting smartphones and other
advanced devices, in particular as lower cost smartphones become increasingly available. As a result, the usage of bandwidth-
intensive mobile applications is growing materially. Recent spectrum auctions in these rapidly evolving markets have allowed
incumbent carriers to accelerate their data network deployments and have also enabled new entrants to begin initial investments
in data networks. Smartphone penetration and wireless data usage in these markets are advancing rapidly, which typically
requires that carriers continue to invest in their networks to maintain and augment their quality of service.
Finally, in markets with more mature network technology, such as Australia, Canada, Germany, France, New Zealand and
Spain, carriers are focused on deploying 5G data networks to account for rapidly increasing wireless data usage among their
customer base.
32
We believe that the network technology migration we have seen in the United States, which has led to significantly denser
networks and meaningful new business commencements for us over a number of years, will be replicated in our international
markets over time. As a result, we expect to be able to leverage our extensive international portfolio of approximately 182,000
communications sites and the relationships we have built with our carrier tenants to drive sustainable, long-term growth.
We have master lease agreements with many of our tenants for our communications sites that provide for consistent, long-term
revenue and reduce the likelihood of non-contractual churn. Certain of those master lease agreements are comprehensive in
nature and further build and augment strong strategic partnerships with our tenants while significantly reducing colocation cycle
times, thereby providing our tenants with the ability to rapidly and efficiently deploy equipment on our sites.
Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including an
increase in network sharing or consolidation among our customers, as set forth in Item 1A of this Annual Report under the
captions “Risk Factors—If our customers consolidate their operations, exit their businesses or share site infrastructure to a
significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected”
and “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to
adverse changes in the creditworthiness and financial strength of our customers.” In addition, the emergence and growth of new
technologies could reduce demand for our sites, as set forth under the caption “Risk Factors—New technologies or changes,or
lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less
desirable and result in decreasing revenues and operating results.” Further, our customers may be subject to new regulatory
policies from time to time that materially and adversely affect the demand for our communications infrastructure assets.
Property Operations New Site Revenue Growth. During the year ended December 31, 2023, we grew our portfolio of
communications real estate through the acquisition and construction of approximately 3,355 communications sites globally. In a
majority of our Asia-Pacific, Africa, Europe and Latin America markets, the revenue generated from newly acquired or
constructed sites resulted in increases in both tenant and pass-through revenues (such as ground rent or power and fuel costs)
and expenses. We continue to evaluate opportunities to acquire communications real estate portfolios, both domestically and
internationally, to determine whether they meet our risk-adjusted hurdle rates and whether we believe we can effectively
integrate them into our existing portfolio.
New Sites (Acquired or Constructed)
U.S. & Canada.....................................................................................
Asia-Pacific .........................................................................................
Africa...................................................................................................
Europe .................................................................................................
Latin America......................................................................................
2023
2022
2021
20
975
1,590
555
215
55
4,640
1,680
690
340
170
3,780
2,355
24,775
7,870
Property Operations Expenses. Direct operating expenses incurred by our property segments include direct site or facility level
expenses and consist primarily of ground rent and power and fuel costs, some or all of which may be passed through to our
customers, as well as property taxes and repairs and maintenance expenses. These segment direct operating expenses exclude
all segment and corporate selling, general, administrative and development expenses, which are aggregated into one line item
entitled Selling, general, administrative and development expense in our consolidated statements of operations. In general, our
property segments’ selling, general, administrative and development expenses do not significantly increase as a result of adding
incremental customers to our sites or facilities and typically increase only modestly year-over-year. As a result, leasing
additional space to new customers on our sites or within our facilities provides significant incremental gross margin and cash
flow. We may, however, incur additional segment selling, general, administrative and development expenses as we increase our
presence in our existing markets or expand into new markets. Our profit margin growth is therefore positively impacted by the
addition of new customers to our sites or facilities but can be temporarily diluted by our development activities.
Services Segment Revenue Growth. As we continue to focus on growing our property operations, we anticipate that our services
revenue will continue to represent a small percentage of our total revenues.
33
Non-GAAP Financial Measures
Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation,
amortization and accretion, as adjusted (“Adjusted EBITDA”), Funds From Operations, as defined by the National Association
of Real Estate Investment Trusts (“Nareit FFO”) attributable to American Tower Corporation common stockholders,
Consolidated Adjusted Funds From Operations (“Consolidated AFFO”) and AFFO attributable to American Tower Corporation
common stockholders.
We define Adjusted EBITDA as Net income before Income (loss) from equity method investments; Income tax benefit
(provision); Other income (expense); Gain (loss) on retirement of long-term obligations; Interest expense; Interest income;
Other operating income (expense), including Goodwill impairment; Depreciation, amortization and accretion; and stock-based
compensation expense.
Nareit FFO attributable to American Tower Corporation common stockholders is defined as net income before gains or losses
from the sale or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and
accretion less dividends to noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and
(ii) noncontrolling interests. In this section, we refer to Nareit FFO attributable to American Tower Corporation common
stockholders as “Nareit FFO (common stockholders).”
We define Consolidated AFFO as Nareit FFO (common stockholders) before (i) straight-line revenue and expense; (ii) stock-
based compensation expense; (iii) the deferred portion of income tax and other income tax adjustments; (iv) non-real estate
related depreciation, amortization and accretion; (v) amortization of deferred financing costs, debt discounts and premiums and
long-term deferred interest charges; (vi) other income (expense); (vii) gain (loss) on retirement of long-term obligations;
(viii) other operating income (expense); and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less
cash payments related to capital improvements and cash payments related to corporate capital expenditures.
We define AFFO attributable to American Tower Corporation common stockholders as Consolidated AFFO, excluding the
impact of noncontrolling interests on both Nareit FFO (common stockholders) and the other adjustments included in the
calculation of Consolidated AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common
stockholders as “AFFO (common stockholders).”
Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) are not
intended to replace net income or any other performance measures determined in accordance with GAAP. None of Adjusted
EBITDA, Nareit FFO (common stockholders), Consolidated AFFO or AFFO (common stockholders) represents cash flows
from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash
flows from operating activities, as a measure of liquidity or a measure of funds available to fund our cash needs, including our
ability to make cash distributions. Rather, Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and
AFFO (common stockholders) are presented as we believe each is a useful indicator of our current operating performance. We
believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure
used by our management team for decision making purposes and for evaluating our operating segments’ performance; (2)
Adjusted EBITDA is a component underlying our credit ratings; (3) Adjusted EBITDA is widely used in the
telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary
significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-
operating factors are involved; (4) Consolidated AFFO and AFFO (common stockholders) are widely used in the
telecommunications real estate sector to adjust Nareit FFO (common stockholders) for items that may otherwise cause material
fluctuations in Nareit FFO (common stockholders) growth from period to period that would not be representative of the
underlying performance of property assets in those periods; (5) each provides investors with a meaningful measure for
evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (6) each
provides investors with a measure for comparing our results of operations to those of other companies, particularly those in our
industry.
Our measurement of Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common
stockholders) may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of
Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) to net income,
the most directly comparable GAAP measure, have been included below.
34
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
For a discussion of our 2022 Results of Operations, including a discussion of our financial results for the fiscal year ended
December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form
10-K filed with the SEC on February 23, 2023 (the “2022 Form 10-K”).
Years Ended December 31, 2023 and 2022
(in millions, except percentages)
Revenue
Property
Year Ended December 31,
2023
2022
Percent
Change 2023
vs 2022
U.S. & Canada .................................................................................................... $
Asia-Pacific.........................................................................................................
Africa ..................................................................................................................
Europe.................................................................................................................
Latin America .....................................................................................................
Data Centers........................................................................................................
Total property ..............................................................................................
Services ......................................................................................................................
Total revenues ............................................................................................. $
5,216.2
1,150.8
1,225.6
775.6
1,798.3
834.7
11,001.2
143.0
11,144.2
$
$
5,006.3
1,077.0
1,192.5
735.7
1,691.9
766.6
10,470.0
241.1
10,711.1
4 %
7
3
5
6
9
5
(41)
4 %
Year ended December 31, 2023
U.S. & Canada property segment revenue growth of $209.9 million was attributable to:
•
•
Tenant billings growth of $232.5 million, which was driven by:
$229.9 million due to colocations and amendments; and
◦
$12.5 million resulting from contractual escalations, net of churn;
◦
Partially offset by:
◦
▪
▪
a decrease of $8.5 million from other tenant billings; and
a decrease of $1.4 million generated from newly acquired or constructed sites, which includes the impact
of the disposition in the second quarter of 2022 of certain operations acquired in connection with our
acquisition of InSite Wireless Group, LLC;
Partially offset by a decrease of $22.0 million in other revenue, which includes a $66.9 million decrease due to
straight-line accounting, partially offset by equipment removal and other fees.
Segment revenue growth included a decrease of $0.6 million attributable to the negative impact of foreign currency translation
related to fluctuations in Canadian Dollar.
Asia-Pacific property segment revenue growth of $73.8 million was attributable to:
•
•
•
$41.3 million due to colocations and amendments;
$17.4 million generated from newly acquired or constructed sites; and
$1.6 million from other tenant billings;
Partially offset by a decrease of $8.9 million resulting from churn in excess of contractual escalations;
Tenant billings growth of $51.4 million, which was driven by:
◦
◦
◦
◦
An increase of $45.2 million in pass-through revenue, primarily due to a decrease in revenue reserves of $26.6 million
as a result of reserves taken in the prior year period related to the VIL Shortfall (as discussed above); and
An increase of $34.6 million in other revenue, primarily due to a decrease in revenue reserves of $31.4 million as a
result of reserves taken in the prior year period related to the VIL Shortfall.
Segment revenue decline included a decrease of $57.4 million primarily attributable to the negative impact of foreign currency
translation related to fluctuations in INR.
Africa property segment revenue growth of $33.1 million was attributable to:
•
Tenant billings growth of $141.1 million, which was driven by:
◦
$58.1 million due to colocations and amendments;
35
$43.6 million generated from newly acquired or constructed sites;
$35.1 million resulting from contractual escalations, net of churn; and
$4.3 million from other tenant billings;
◦
◦
◦
An increase of $126.6 million in pass-through revenue, primarily due to an increase in energy costs; and
An increase of $1.3 million in other revenue, primarily due to an increase from straight-line accounting, partially offset
by an increase in revenue reserves.
•
•
Segment revenue growth included a decrease of $235.9 million attributable to the impact of foreign currency translation, which
included, among others, negative impacts of $148.2 million related to fluctuations in Nigerian Naira, $45.4 million related to
fluctuations in Ghanaian Cedi, $22.3 million related to fluctuations in Kenyan Shilling and $20.4 million related to fluctuations
in South African Rand, partially offset by positive impacts of $2.0 million related to fluctuations in West African CFA Franc.
•
Europe property segment revenue growth of $39.9 million was attributable to:
Tenant billings growth of $47.2 million, which was driven by:
◦
◦
◦
◦
An increase of $9.9 million in other revenue, which includes an increase attributable to our Spain fiber business
acquired in the second quarter of 2022;
Partially offset by a decrease of $36.4 million in pass-through revenue, primarily due to a decrease in energy costs.
$25.8 million resulting from contractual escalations, net of churn;
$13.6 million due to colocations and amendments; and
$8.5 million generated from newly acquired or constructed sites;
Partially offset by a decrease of $0.7 million from other tenant billings; and
•
•
Segment revenue growth included an increase of $19.2 million, primarily attributable to the positive impact of foreign currency
translation related to fluctuations in Euro (“EUR”).
Latin America property segment revenue growth of $106.4 million was attributable to:
•
•
•
$35.3 million due to colocations and amendments;
$20.2 million resulting from contractual escalations, net of churn;
$2.2 million generated from newly acquired or constructed sites; and
$0.3 million from other tenant billings; and
Tenant billings growth of $58.0 million, which was driven by:
◦
◦
◦
◦
An increase of $23.8 million in pass-through revenue, primarily attributable to increased pass-through ground rent
costs in Brazil;
Partially offset by a decrease of $74.0 million in other revenue, primarily attributable to the sale of one of our
subsidiaries in Mexico that held fiber assets (“Mexico Fiber”) and a decrease in tenant settlements in Mexico.
Segment revenue growth included an increase of $98.6 million, attributable to the impact of foreign currency translation, which
included, among others, positive impacts of $69.3 million related to fluctuations in Mexican Peso, $25.4 million related to
fluctuations in Brazilian Real and $4.0 million related to fluctuations in Chilean Peso, partially offset by negative impacts of
$1.9 million related to fluctuations in Colombian Peso.
Data Centers segment revenue growth of $68.1 million was attributable to:
•
•
•
•
An increase of $31.9 million in rental, related and other revenue, primarily due to new lease commencements,
customer expansions and rent increases upon customer renewals;
An increase of $27.7 million in power revenue from new lease commencements, increased power consumption and
pricing increases from existing customers; and
An increase of $9.6 million in interconnection revenue, primarily due to customer interconnection net additions and
set-up fees;
Partially offset by a decrease of $1.1 million in straight-line revenue.
Services segment revenue decrease of $98.1 million was primarily attributable to a decrease in site application, zoning and
permitting, structural and mount analyses services and construction management services.
36
Gross Margin
Property
Year Ended December 31,
2023
2022
Percent
Change 2023
vs 2022
U.S. & Canada .................................................................................................... $
Asia-Pacific.........................................................................................................
Africa ..................................................................................................................
Europe.................................................................................................................
Latin America .....................................................................................................
Data Centers........................................................................................................
Total property ..............................................................................................
Services ......................................................................................................................
$
4,366.3
446.6
792.3
476.1
1,232.3
487.1
7,800.7
82.9
4,160.9
379.4
747.4
416.1
1,165.2
444.6
7,313.6
133.7
5 %
18
6
14
6
10
7
(38)%
Year ended December 31, 2023
•
•
•
•
•
•
•
The increase in U.S. & Canada property segment gross margin was primarily attributable to the increase in revenue
described above, partially offset by an increase in direct expenses of $4.5 million.
The increase in Asia-Pacific property segment gross margin was primarily attributable to the increase in revenue
described above, partially offset by an increase in direct expenses of $43.7 million due to an increase in costs
associated with pass-through revenue, including fuel costs. Direct expenses also benefited by $37.1 million from the
impact of foreign currency translation.
The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described
above, partially offset by an increase in direct expenses of $91.1 million, primarily due to an increase in costs
associated with pass-through revenue, including energy costs. Direct expenses also benefited by $102.9 million from
the impact of foreign currency translation.
The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described
above, and a decrease in direct expenses of $27.6 million, primarily due to a decrease in costs associated with pass-
through revenue, including energy costs. Direct expenses were also negatively impacted by $7.5 million from the
impact of foreign currency translation.
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue
described above, partially offset by an increase in direct expenses of $15.0 million, primarily due to an increase in
costs associated with pass-through revenue, including land rent costs. Direct expenses were also negatively impacted
by $24.3 million from the impact of foreign currency translation.
The increase in Data Centers segment gross margin was primarily attributable to the increase in revenue described
above, partially offset by an increase in direct expenses of $25.6 million, primarily due to power costs.
The decrease in Services segment gross margin was primarily due to the decrease in revenue described above, partially
offset by a decrease in direct expenses of $47.3 million.
37
Selling, General, Administrative and Development Expense (“SG&A”)
Year Ended December 31,
2023
2022
Percent
Change 2023
vs 2022
Property
U.S. & Canada.................................................................................................... $
Asia-Pacific ........................................................................................................
Africa..................................................................................................................
Europe ................................................................................................................
Latin America.....................................................................................................
Data Centers .......................................................................................................
Total property..............................................................................................
Services......................................................................................................................
Other .........................................................................................................................
$
165.1
42.1
79.3
65.6
107.9
72.4
532.4
22.9
437.2
Total selling, general, administrative and development expense................ $
992.5
$
183.2
69.1
80.0
52.4
107.6
63.9
556.2
22.3
393.8
972.3
(10)%
(39)
(1)
25
0
13
(4)
3
11
2 %
Year Ended December 31, 2023
•
•
•
•
•
•
The decrease in our U.S. & Canada property segment SG&A was primarily driven by decreased personnel and related
costs.
The decrease in our Asia-Pacific property segment SG&A was primarily driven by a net decrease in bad debt expense
of $18.8 million and decreased personnel and related costs. For the year ended December 31, 2023 the impact of the
VIL Shortfall is reflected in revenue reserves as described above.
The decrease in our Africa property segment SG&A was primarily driven by a benefit from the impact of foreign
currency translation, partially offset by increased personnel and related costs to support our business, increased costs
associated with the cancellation of projects and an increase in bad debt expense.
The increases in our Europe property and Data Centers segment SG&A were primarily driven by increased personnel
and related costs to support our business.
The increases in our Latin America property and Services segment SG&A were primarily driven by net increases in
bad debt expense, partially offset by decreased personnel and related costs. The Latin America property segment
SG&A increase also includes the negative impact of foreign currency translation.
The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $26.4
million, including an increase of $7.9 million related to the change in vesting terms as described in note 13 to our
consolidated financial statements included in this Annual Report, and an increase in corporate SG&A, including an
increase in personnel and related costs to support our business.
Operating Profit
Property
Year Ended December 31,
2023
2022
Percent
Change 2023
vs 2022
U.S. & Canada ................................................................................................... $
Asia-Pacific ........................................................................................................
Africa .................................................................................................................
Europe ................................................................................................................
Latin America.....................................................................................................
Data Centers .......................................................................................................
Total property..............................................................................................
Services .....................................................................................................................
$
4,201.2
404.5
713.0
410.5
1,124.4
414.7
7,268.3
60.0
3,977.7
310.3
667.4
363.7
1,057.6
380.7
6,757.4
111.4
6 %
30
7
13
6
9
8
(46)%
Year Ended December 31, 2023
•
The increases in operating profit for our U.S. & Canada, Asia-Pacific and Africa property segments were primarily
attributable to increases in our segment gross margin and decreases in our segment SG&A.
38
•
•
The increases in operating profit for our Europe and Latin America property segments and our Data Centers segment
were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment
SG&A.
The decrease in operating profit for our Services segment was primarily attributable to a decrease in our segment gross
margin and an increase in our segment SG&A.
Depreciation, Amortization and Accretion
Depreciation, amortization and accretion.................................................................. $
Year Ended December 31,
2023
3,086.5
$
2022
3,355.1
Percent
Change 2023
vs 2022
(8)%
The decrease in depreciation, amortization and accretion expense for the year ended December 31, 2023 was primarily
attributable to the decrease in property and equipment and intangible assets subject to amortization as a result of impairments
taken and disposals since the beginning of the prior-year period and foreign currency exchange rate fluctuations.
We are in the process of finalizing our review of the estimated useful lives of our tower assets. Based on preliminary
information obtained to date, we expect that our estimated asset lives may be extended, which would result in an estimated
$700 million to $800 million decrease in depreciation and amortization for the year ended December 31, 2024. For more
information on the change in the estimated useful lives of our tower assets, see the information under the caption “Property and
Equipment” included in note 1 to our consolidated financial statements included in this Annual Report.
Other Operating Expenses
Year Ended December 31,
2023
2022
Percent
Change 2023
vs 2022
Other operating expenses........................................................................................... $
377.7
$
767.6
(51)%
The decrease in other operating expenses for the year ended December 31, 2023 was primarily attributable to a decrease in
impairment charges, excluding goodwill impairments, of $453.5 million, and a decrease in integration and acquisition related
costs, including pre-acquisition contingencies and settlements, of $63.2 million, partially offset by a loss on the sale of Mexico
Fiber of $80.0 million and an increase in severance and related costs of $21.8 million. For the year ended December 31, 2022,
impairment charges included $97.0 million related to tower and network location intangible assets and $411.6 million related to
tenant-related intangible assets in our India reporting unit related to VIL in India. For more information on these impairments,
see the information under the caption “India Impairments” included in note 16 to our consolidated financial statements included
in this Annual Report.
Goodwill Impairment
Goodwill impairment consists of $402.0 million of impairment charges recorded for our India and Spain reporting units during
the year ended December 31, 2023. For more information on these impairments, see the information under the caption
“Goodwill Impairments” included in note 5 to our consolidated financial statements included in this Annual Report.
Total Other Expense
Year Ended December 31,
Total other expense .................................................................................................... $
2023
1,503.6
2022
$
631.6
138 %
Percent
Change 2023
vs 2022
Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses. We
record unrealized foreign currency gains or losses as a result of foreign currency exchange rate fluctuations primarily associated
with our intercompany notes and similar unaffiliated balances denominated in a currency other than the subsidiaries’ functional
currencies.
The increase in total other expense during the year ended December 31, 2023 was primarily due to foreign currency losses of
$330.8 million in the current period, as compared to foreign currency gains of $449.4 million in the prior-year period, and an
increase in net interest expense of $189.9 million, primarily due to increases in our weighted average interest rate, partially
offset by an unrealized gains of $76.7 million related to the VIL OCDs held as of December 31, 2023.
39
Income Tax Provision
Income tax provision ............................................................................................. $
Effective tax rate....................................................................................................
Year Ended December 31,
2023
154.2
10.1 %1.4 %
$
2022
24.0
Percent
Change 2023
vs 2022
543 %
As a REIT, we may deduct earnings distributed to stockholders against the income generated by our REIT operations.
Consequently, the effective tax rate on income from continuing operations for each of the years ended December 31, 2023 and
2022 differs from the federal statutory rate.
The increase in the income tax provision for the year ended December 31, 2023 was primarily attributable to increased earnings
in certain foreign jurisdictions in the current year after adjusting for non-deductible amounts, partially offset by a benefit in the
current year from the application of a tax law change in Kenya. The income tax provision for the year ended December 31,
2022 included a reduction in income due to intangible asset impairment charges in India. The income tax provision for the year
ended December 31, 2023 included the reversal of valuation allowances of $87.2 million in certain foreign jurisdictions as
compared to the reversal of valuation allowances of $76.5 million for the year ended December 31, 2022.
Net Income / Adjusted EBITDA and Net Income / Nareit FFO attributable to American Tower Corporation common
stockholders / Consolidated AFFO / AFFO attributable to American Tower Corporation common stockholders
Net income ............................................................................................................... $
Income tax provision ................................................................................................
Other expense (income)............................................................................................
Loss on retirement of long-term obligations ............................................................
Interest expense ........................................................................................................
Interest income .........................................................................................................
Other operating expenses .........................................................................................
Goodwill impairment ...............................................................................................
Depreciation, amortization and accretion.................................................................
Stock-based compensation expense .........................................................................
Adjusted EBITDA.................................................................................................... $
Year Ended December 31,
2023
1,367.1
154.2
248.5
0.3
1,398.2
(143.4)
377.7
402.0
3,086.5
195.7
7,086.8
$
2022
1,696.7
24.0
(433.7)
0.4
1,136.5
(71.6)
767.6
—
3,355.1
169.3
6,644.3
$
Percent
Change 2023
vs 2022
(19)%
543
(157)
(25)
23
100
(51)
100
(8)
16
7 %
40
Net income ................................................................................................................... $
Real estate related depreciation, amortization and accretion .......................................
Losses from sale or disposal of real estate and real estate related impairment
charges (1) ....................................................................................................................
Dividends to noncontrolling interests (2).....................................................................
Adjustments for unconsolidated affiliates and noncontrolling interests .....................
Nareit FFO attributable to American Tower Corporation common stockholders $
Straight-line revenue ....................................................................................................
Straight-line expense ....................................................................................................
Stock-based compensation expense .............................................................................
Deferred portion of income tax and other income tax adjustments .............................
GTP one-time cash tax settlement (3) ..........................................................................
Non-real estate related depreciation, amortization and accretion ................................
Amortization of deferred financing costs, debt discounts and premiums and long-
term deferred interest charges ......................................................................................
Other expense (income) (4)..........................................................................................
Loss on retirement of long-term obligations ................................................................
Other operating expenses (5)........................................................................................
Capital improvement capital expenditures ...................................................................
Corporate capital expenditures.....................................................................................
Adjustments for unconsolidated affiliates and noncontrolling interests .....................
Consolidated AFFO ............................................................................................. $
Adjustments for unconsolidated affiliates and noncontrolling interests (6).................
AFFO attributable to American Tower Corporation common stockholders ........ $
Year Ended December 31,
2023
1,367.1
2,834.1
732.8
(137.8)
(186.2)
4,610.0
(472.0)
30.2
195.7
(152.3)
—
252.4
49.8
248.5
0.3
46.9
(201.2)
(16.2)
186.2
4,778.3
(166.8)
4,611.5
$
$
$
$
2022
1,696.7
3,108.9
684.3
(22.2)
(188.2)
5,279.5
(499.8)
39.6
169.3
(298.3)
48.3
246.2
47.5
(433.7)
0.4
83.3
(176.2)
(9.4)
188.2
4,684.9
(168.2)
4,516.7
Percent
Change 2023
vs 2022
(19)%
(9)
7
521
(1)
(13)%
(6)
(24)
16
(49)
(100)
3
5
(157)
(25)
(44)
14
72
(1)
2 %
(1)
2 %
_______________
(1)
Included in these amounts are impairment charges of $202.4 million and $655.9 million for the years ended December 31, 2023 and 2022, respectively.
For the year ended December 31, 2023, also includes goodwill impairment charges of $402.0 million recorded for the India and Spain reporting units and
a loss on the sale of Mexico Fiber of $80.0 million.
(2) For the year ended December 31, 2023, primarily includes distributions related to the outstanding mandatorily convertible preferred equity in connection
with our agreements with certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak,” and the
distributions, the “Stonepeak Preferred Distributions”) and common dividends payable to us and Stonepeak in proportion to our equity interests in our
U.S. data center business (the “Stonepeak Common Dividend”). For the year ended December 31, 2023, the amount included for the Stonepeak Common
Dividend was $91.7 million.
In 2015, we incurred charges in connection with certain tax elections wherein MIP Tower Holdings LLC, parent company to Global Tower Partners
(“GTP”), would no longer operate as a separate REIT for federal and state income tax purposes. We finalized a settlement related to this tax election
during the year ended December 31, 2022. We believe that these related transactions are nonrecurring, and do not believe it is an indication of our
operating performance. Accordingly, we believe it is more meaningful to present Consolidated AFFO excluding these amounts.
Includes (losses) gains on foreign currency exchange rate fluctuations of $(330.8) million and $449.4 million, respectively.
(3)
(4)
(5) Primarily includes acquisition-related costs, integration costs and disposition costs.
(6)
Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items
included in the calculation of Consolidated AFFO.
Year Ended December 31, 2023
The decrease in net income was primarily due to (i) changes in other expense (income) primarily due to foreign currency
exchange rate fluctuations, (ii) an increase in goodwill impairment expense, (iii) an increase in net interest expense and (iv) an
increase in the income tax provision, partially offset by (a) an increase in segment operating profit, (b) a decrease in other
operating expenses and (c) a decrease in depreciation, amortization and accretion expense.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and a decrease in SG&A,
excluding the impact of stock-based compensation expense, of $6.2 million.
The increases in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders were
primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by
(i) increases in net cash paid for interest, (ii) increases in dividends to noncontrolling interests, including the Stonepeak
41
Preferred Distributions and the Stonepeak Common Dividend, (iii) increases in cash paid for income taxes and (iv) increases in
capital improvement capital expenditures.
42
Liquidity and Capital Resources
For a discussion of our 2022 Liquidity and Capital Resources, including a discussion of cash flows for the fiscal year ended
December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of the 2022 Form 10-K.
Overview
During the year ended December 31, 2023, we increased our financial flexibility and our ability to grow our business while
maintaining our long-term financial policies. Our significant 2023 financing transactions included:
•
•
•
•
•
Redemption of our 3.50% senior unsecured notes due 2023 (the “3.50% Notes”) and our 3.000% senior unsecured
notes due 2023 (the “3.000% Notes”) upon their maturity;
Registered public offering in an aggregate amount of $5.7 billion, including 1.1 billion EUR, of senior unsecured notes
with maturities ranging from 2027 to 2033;
Securitization transactions, including the repayment of $1.3 billion aggregate principal amount outstanding under our
Secured Tower Revenue Securities, Series 2013-2A due 2023 (the “Series 2013-2A Securities”) and the issuance of
$1.3 billion aggregate principal amount of the Series 2023-1A Securities (as defined below);
Repayment of $1.5 billion under our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD
Two Year Delayed Draw Term Loan”); and
Amendment of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan (each as
defined below) to, among other things, (i) extend the maturity dates under each of the 2021 Multicurrency Credit
Facility and the 2021 Credit Facility and (ii) adopt an Adjusted Term SOFR (as defined in the amendment agreements)
pricing benchmark.
The following table summarizes our liquidity as of December 31, 2023 (in millions):
Available under the 2021 Multicurrency Credit Facility ........................................................................................... $
Available under the 2021 Credit Facility...................................................................................................................
Letters of credit ..........................................................................................................................................................
Total available under credit facilities, net...........................................................................................................
Cash and cash equivalents .........................................................................................................................................
Total liquidity ..................................................................................................................................................... $
5,276.6
2,396.6
(33.9)
7,639.3
1,973.3
9,612.6
Subsequent to December 31, 2023, we made additional net borrowings of $485.0 million under the 2021 Credit Facility (as
defined below) and $1.8 billion under the 2021 Multicurrency Credit Facility (as defined below). The borrowings were used to
repay existing indebtedness and for general corporate purposes.
On January 4, 2024, we entered into an agreement with DIT for the Pending ATC TIPL Transaction, pursuant to which DIT
will acquire a 100% ownership interest in ATC TIPL. We will retain the full economic benefit associated with the VIL OCDs
and rights to payments on certain existing customer receivables. Subject to certain pre-closing terms, total aggregate
consideration would potentially represent up to 210 billion INR (approximately $2.5 billion), including the value of the VIL
OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or
assumption, of our existing term loan in India, by DIT. The Pending ATC TIPL Transaction is expected to close in the second
half of 2024, subject to customary closing conditions, including government and regulatory approval. We expect to use the
proceeds from the Pending ATC TIPL Transaction to repay existing indebtedness, including under the 2021 Multicurrency
Credit Facility and the 2021 Credit Facility.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
Net cash provided by (used for): .......................................................................................................
Operating activities .................................................................................................................... $
Investing activities .....................................................................................................................
Financing activities ....................................................................................................................
$
4,722.4
(1,695.5)
(3,097.4)
3,696.2
(2,355.2)
(1,423.2)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and
restricted cash ....................................................................................................................................
Net decrease in cash and cash equivalents, and restricted cash ........................................................ $
23.2
(47.3) $
(120.4)
(202.6)
2023
2022
We use our cash flows to fund our operations and investments in our business, including maintenance and improvements,
communications site and data center construction, managed network installations and acquisitions. Additionally, we use our
cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation
43
as a REIT under the Code. We may also periodically repay or repurchase our existing indebtedness or equity. We typically fund
our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity
contributions.
On an on-going basis, we also perform a comprehensive assessment of our global operations to ensure our portfolio is
positioned to drive sustained growth and achieve our risk-adjusted return objectives. This assessment may result in our decision
to divest a portion, or all, of certain assets, including our Mexico fiber and Poland businesses in 2023, and our signed agreement
in January 2024 with DIT for the Pending ATC TIPL Transaction, and repurpose proceeds, and potential future capital, to other
capital priorities.
As of December 31, 2023, we had total outstanding indebtedness of $39.2 billion, with a current portion of $3.2 billion. During
the year ended December 31, 2023, we generated sufficient cash flow from operations, together with borrowings under our
credit facilities, proceeds from our equity and debt issuances and cash on hand, to fund our acquisitions, capital expenditures
and debt service obligations, as well as our required distributions. We believe the cash generated by operating activities during
the year ending December 31, 2024, together with our borrowing capacity under our credit facilities, will suffice to fund our
required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
As of December 31, 2023, we had $1.6 billion of cash and cash equivalents held by our foreign subsidiaries. As of December
31, 2023, we had $223.6 million of cash and cash equivalents held by our joint ventures, of which $196.6 million was held by
our foreign joint ventures. While certain subsidiaries may pay us interest or principal on intercompany debt, we have
historically not repatriated earnings from our foreign subsidiaries. However, in the event that we do repatriate any funds, we
may be required to accrue and pay certain taxes.
Cash Flows from Operating Activities
For the year ended December 31, 2023, cash provided by operating activities increased $1.0 billion as compared to the year
ended December 31, 2022. The primary factors that impacted cash provided by operating activities as compared to the year
ended December 31, 2022, include:
•
•
•
Changes in unearned revenue, as the prior year ended December 31, 2022 included the impact of advance payments
from a customer during the year ended December 31, 2021; and
An increase in our property segment operating profit of $510.9 million;
Partially offset by an increase of approximately $171.4 million in cash paid for interest.
Cash Flows from Investing Activities
Our significant investing activities during the year ended December 31, 2023 are highlighted below:
• We spent approximately $168.0 million for acquisitions, including payments made for acquisitions completed in 2022.
• We spent $1.8 billion for capital expenditures, as follows (in millions):
Discretionary capital projects (1)............................................................................................................................... $
Ground lease purchases (2)........................................................................................................................................
Capital improvements and corporate expenditures (3) ..............................................................................................
Redevelopment ..........................................................................................................................................................
Start-up capital projects .............................................................................................................................................
849.3
154.0
217.4
481.0
128.1
Total capital expenditures (4) ............................................................................................................................. $
1,829.8
_______________
(1)
(2)
Includes the construction of 3,198 communications sites globally and approximately $395 million of spend related to data center assets.
Includes $38.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from
financing activities in our consolidated statements of cash flows.
Includes $6.2 million of finance lease payments reported in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and
finance leases in the cash flows from financing activities in our consolidated statements of cash flows.
(3)
(4) Net of purchase credits of $13.2 million on certain assets, which are reported in investing activities in our consolidated statements of cash flows.
We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment
alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies.
Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases
and new site and data center facility construction, and through acquisitions. We also regularly review our portfolios as to capital
44
expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting
issues.
We expect that our 2024 total capital expenditures will be as follows (in millions):
Discretionary capital projects (1) ................................................................................................ $
Ground lease purchases ...............................................................................................................
Capital improvements and corporate expenditures......................................................................
Redevelopment ............................................................................................................................
Start-up capital projects ...............................................................................................................
Total capital expenditures..................................................................................................... $
790
70
165
455
65
1,545
to $
to
to
to
to
to $
820
90
175
485
85
1,655
_______________
(1)
Includes the construction of approximately 2,500 to 3,500 communications sites globally and approximately $450 million of anticipated spend related to
data center assets.
Cash Flows from Financing Activities
Our significant financing activities were as follows (in millions):
Year Ended December 31,
2023
2022
Proceeds from issuance of senior notes, net .................................................................................. $
5,678.3
$
Proceeds from issuance of common stock, net..............................................................................
Repayments of credit facilities, net ...............................................................................................
Repayments of term loans .............................................................................................................
Proceeds from issuance of securities in securitization transaction ................................................
Repayments of securitized debt ....................................................................................................
Repayments of senior notes (1) .....................................................................................................
Contributions from noncontrolling interest holders (2).................................................................
Distributions to noncontrolling interest holders ...........................................................................
Purchases of common stock...........................................................................................................
Distributions paid on common stock .............................................................................................
—
(2,563.8)
(1,500.0)
1,300.0
(1,300.0)
(1,700.0)
4.1
(46.5)
—
(2,949.3)
1,293.6
2,291.7
(860.0)
(3,000.0)
—
—
(1,555.1)
3,120.8
(10.9)
(18.8)
(2,630.4)
_______________
(1) For the year ended December 31, 2022, included payment in full of $875.0 million aggregate principal amount and a fair value adjustment of
$80.1 million of debt assumed in connection with the CoreSite Acquisition.
(2) For the year ended December 31, 2022, included $3.1 billion of contributions received in connection with Stonepeak’s acquisition of a noncontrolling
ownership interest in our U.S. data center business.
Securitizations
Repayment of Series 2013-2A Securities—On the March 2023 repayment date, we repaid the entire $1.3 billion aggregate
principal amount outstanding under the Series 2013-2A Securities, pursuant to the terms of the agreements governing such
securities. The repayment was funded with proceeds from the 2023 Securitization (as defined below).
Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R—On March 13, 2023, we
completed a securitization transaction (the “2023 Securitization”), in which American Tower Trust I (the “Trust”) issued
$1.3 billion aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass A (the “Series 2023-1A
Securities”). To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of
our affiliates purchased, $68.5 million aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1,
Subclass R (the “Series 2023-1R Securities” and, together with the Series 2023-1A Securities, the “2023 Securities”) to retain
an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair
value of the 2023 Securities.
45
The assets of the Trust consist of a nonrecourse loan broken into components or “componentized” (the “Loan”), which also
secures each of (i) the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”) and (ii)
the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the
Series 2018-1A Securities, the “2018 Securities”) issued in a securitization transaction in March 2018 (the “2018
Securitization” and, together with the 2023 Securitization, the “Trust Securitizations”) made by the Trust to American Tower
Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”).
The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT
Asset Subs’ interests in 5,034 broadcast and wireless communications towers and related assets (the “Trust Sites”).
The 2023 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Second Supplement
and Amendment dated as of March 13, 2023 (the “2023 Supplement”) to the Second Amended and Restated Loan and Security
Agreement dated as of March 29, 2018 (the “Loan Agreement,” which continues to govern the 2018 Securities, and
collectively, the “Trust Loan Agreement”).
The 2023 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2023 Securities
and (b) have an expected life of approximately five years with a final repayment date in March 2053. The Series 2023-1A
Securities and the Series 2023-1R Securities have interest rates of 5.490% and 5.735%, respectively.
The debt service on the Loan will be paid solely from the cash flows generated from the operation of the Trust Sites held by the
AMT Asset Subs. The AMT Asset Subs are required to make monthly payments of interest on the Loan. Subject to certain
limited exceptions described below, no payments of principal will be required to be made on the components of the Loan
corresponding to the 2023 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date
for such components.
The AMT Asset Subs may prepay the Loan at any time, provided that prepayment is accompanied by applicable prepayment
consideration. If the prepayment occurs within twelve months of the anticipated repayment date for the 2023 Securities, no
prepayment consideration is due. The entire unpaid principal balance of the components of the Loan corresponding to the 2023
Securities will be due in March 2053.
Senior Notes
Repayments of Senior Notes
Repayment of 3.50% Senior Notes—On January 31, 2023, we repaid $1.0 billion aggregate principal amount of our 3.50%
Notes upon their maturity. The 3.50% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of
the repayment, none of the 3.50% Notes remained outstanding.
Repayment of 3.000% Senior Notes—On June 15, 2023, we repaid $700.0 million aggregate principal amount of our 3.000%
Notes upon their maturity. The 3.000% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of
the repayment, none of the 3.000% Notes remained outstanding.
Repayment of 0.600% Senior Notes—On January 12, 2024, we repaid $500.0 million aggregate principal amount of our 0.600%
senior unsecured notes due 2024 (the “0.600% Notes”) upon their maturity. The 0.600% Notes were repaid using borrowings
under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 0.600% Notes remained
outstanding.
Repayment of 5.00% Senior Notes—On February 14, 2024, we repaid $1.0 billion aggregate principal amount of our 5.00%
senior unsecured notes due 2024 (the “5.00% Notes”) upon their maturity. The 5.00% Notes were repaid using borrowings
under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 5.00% Notes remained
outstanding.
Offerings of Senior Notes
5.500% Senior Notes and 5.650% Senior Notes Offering—On March 3, 2023, we completed a registered public offering of
$700.0 million aggregate principal amount of 5.500% senior unsecured notes due 2028 (the “5.500% Notes”) and
$800.0 million aggregate principal amount of 5.650% senior unsecured notes due 2033 (the “5.650% Notes”). The net proceeds
from this offering were approximately $1,480.9 million, after deducting commissions and estimated expenses, which we used to
repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
4.125% Senior Notes and 4.625% Senior Notes Offering—On May 16, 2023, we completed a registered public offering of
600.0 million EUR ($652.1 million at the date of issuance) aggregate principal amount of 4.125% senior unsecured notes due
2027 (the “4.125% Notes”) and 500.0 million EUR ($543.4 million at the date of issuance) aggregate principal amount of
46
4.625% senior unsecured notes due 2031 (the “4.625% Notes”). The net proceeds from this offering were approximately
1,089.5 million EUR (approximately $1,184.1 million at the date of issuance), after deducting commissions and estimated
expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit
Facility.
5.250% Senior Notes and 5.550% Senior Notes Offering—On May 25, 2023, we completed a registered public offering of
$650.0 million aggregate principal amount of 5.250% senior unsecured notes due 2028 (the “5.250% Notes”) and
$850.0 million aggregate principal amount of 5.550% senior unsecured notes due 2033 (the “5.550% Notes”). The net proceeds
from this offering were approximately $1,481.9 million, after deducting commissions and estimated expenses, which we used to
repay existing indebtedness under the 2021 Multicurrency Credit Facility.
5.800% Senior Notes and 5.900% Senior Notes Offering—On September 15, 2023, we completed a registered public offering of
$750.0 million aggregate principal amount of 5.800% senior unsecured notes due 2028 (the “5.800% Notes”) and
$750.0 million aggregate principal amount of 5.900% senior unsecured notes due 2033 (the “5.900% Notes” and, together with
the 5.500% Notes, the 5.650% Notes, the 4.125% Notes, the 4.625% Notes, the 5.250% Notes, the 5.550% Notes and the
5.800% Notes, the “2023 Notes”). The net proceeds from this offering were approximately $1,482.8 million, after deducting
commissions and estimated expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit
Facility.
The key terms of the 2023 Notes are as follows:
Senior Notes
5.500% Notes
5.650% Notes
4.125% Notes (3)
4.625% Notes (3)
5.250% Notes
5.550% Notes
5.800% Notes
5.900% Notes
$
$
$
$
$
$
$
Aggregate
Principal
Amount (in
millions)
700.0
$
Issue Date and
Interest Accrual
Maturity Date
Date
March 15,
March 3,
2028
2023
March 15,
March 3,
2033
2023
652.1 May 16, 2023 May 16, 2027
800.0
First Interest
Payment
Contractual
Interest
Rate
5.500% September 15,
2023
5.650% September 15,
2023
4.125% May 16, 2024
Interest
Payments Due
(1)
March 15 and
September 15
March 15 and
September 15
May 16
543.4 May 16, 2023 May 16, 2031
4.625% May 16, 2024
May 16
650.0 May 25, 2023
July 15, 2028
850.0 May 25, 2023
July 15, 2033
750.0 September 15,
2023
750.0 September 15,
2023
November 15,
2028
November 15,
2033
5.250%
January 15,
2024
January 15,
2024
5.800% May 15, 2024
5.550%
5.900% May 15, 2024
January 15
and July 15
January 15
and July 15
May 15 and
November 15
May 15 and
November 15
Par Call Date
(2)
February 15,
2028
December 15,
2032
March 16,
2027
February 16,
2031
June 15, 2028
April 15,
2033
October 15,
2028
August 15,
2033
_______________
(1) Accrued and unpaid interest on U.S. Dollar (“USD”) denominated notes is payable in USD semi-annually in arrears and will be computed from the issue
date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and
will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and
including the last date on which interest was paid on the notes, beginning on the issue date.
(2) We may redeem the 2023 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2023 Notes plus a
make-whole premium, together with accrued interest to the redemption date. If we redeem the 2023 Notes on or after the par call date, we will not be
required to pay a make-whole premium.
(3) The 4.125% Notes and the 4.625% Notes are denominated in EUR; dollar amounts represent the aggregate principal amount at the issuance date.
If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture
for the 2023 Notes, we may be required to repurchase all of the 2023 Notes at a purchase price equal to 101% of the principal
amount of those 2023 Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the
repurchase date. The 2023 Notes rank equally with all of our other senior unsecured debt and are structurally subordinated to all
existing and future indebtedness and other obligations of our subsidiaries.
Each applicable supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets
and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including
that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate
amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable
supplemental indenture.
Bank Facilities
47
Amendments to Bank Facilities—On June 29, 2023, we amended our (i) $6.0 billion senior unsecured multicurrency revolving
credit facility, as previously amended and restated on December 8, 2021 (the “2021 Multicurrency Credit Facility”), (ii)
$4.0 billion senior unsecured revolving credit facility, as previously amended and restated on December 8, 2021, (the “2021
Credit Facility”) and (iii) $1.0 billion unsecured term loan, as previously amended and restated on December 8, 2021, (the
“2021 Term Loan”).
These amendments, among other things,
i.
ii.
extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to July 1, 2026 and
July 1, 2028, respectively;
commemorate commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility of $6.0 billion
and $4.0 billion, respectively; and
iii.
replace the London Interbank Offered Rate (“LIBOR”) pricing benchmark with an Adjusted Term Secured Overnight
Financing Reserve (“SOFR”) pricing benchmark.
2021 Multicurrency Credit Facility—As of December 31, 2023, we had the ability to borrow up to $6.0 billion under the 2021
Multicurrency Credit Facility, which includes a $3.5 billion sublimit for multicurrency borrowings, a $200.0 million sublimit
for letters of credit and a $50.0 million sublimit for swingline loans. During the year ended December 31, 2023, we borrowed
an aggregate of $3.0 billion and repaid an aggregate of $6.1 billion, including 842.6 million EUR ($919.1 million as of the
repayment date), of revolving indebtedness under the 2021 Multicurrency Credit Facility. We used the borrowings to repay
outstanding indebtedness, including the 2021 USD Two Year Delayed Draw Term Loan, and for general corporate purposes.
2021 Credit Facility—As of December 31, 2023, we had the ability to borrow up to $4.0 billion under the 2021 Credit Facility,
which includes a $2.5 billion sublimit for multicurrency borrowings, $200.0 million sublimit for letters of credit and a
$50.0 million sublimit for swingline loans. During the year ended December 31, 2023, we borrowed an aggregate of
$3.1 billion and repaid an aggregate of $2.6 billion of revolving indebtedness under the 2021 Credit Facility. We used the
borrowings to repay outstanding indebtedness, including the 3.50% Notes and the 3.000% Notes, and for general corporate
purposes.
Repayment of 2021 USD Two Year Delayed Draw Term Loan—On June 27, 2023, we repaid all amounts outstanding under the
2021 USD Two Year Delayed Draw Term Loan with borrowings under the 2021 Multicurrency Credit Facility.
As of December 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term
Loan and our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed
Draw Term Loan”) were as follows:
Bank Facility
2021 Multicurrency
Credit Facility............. (2) $
2021 Credit Facility.... (4)
2021 Term Loan ......... (4)
2021 EUR Three Year
Delayed Draw Term
Loan............................ (5)
Outstanding
Principal
Balance
Maturity Date
SOFR or EURIBOR
borrowing interest
rate range (1)
Base rate borrowing
interest rate range
(1)
Current margin over
SOFR or EURIBOR
and the base rate,
respectively
723.4
1,603.4
1,000.0
July 1, 2026 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125%
July 1, 2028 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125%
0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
January 31, 2027
910.7
May 28, 2024
0.875% - 1.625% 0.000% - 0.625% 1.125% and 0.125%
_______________
(1) Represents interest rate above: (a) SOFR for SOFR based borrowings, (b) Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and
(c) the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2) Currently borrowed at SOFR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
(3) Subject to two optional renewal periods.
(4) Currently borrowed at SOFR.
(5) Currently borrowed at EURIBOR.
We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the
2021 Credit Facility. The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from
0.080% to 0.200% per annum, based upon our debt ratings, and is currently 0.110%.
The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 EUR Three Year Delayed
Draw Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal
48
and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing
either a defined base rate, SOFR or EURIBOR as the applicable base rate for borrowings under these bank facilities.
Each Bank Loan Agreement contains certain reporting, information, financial and operating covenants and other restrictions
(including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply
with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow
additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the
amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due
and payable.
India Term Loan—On February 16, 2023, we entered into a 12.0 billion INR (approximately $145.1 million at the date of
signing) unsecured term loan with a maturity date that is one year from the date of the first draw thereunder (the “India Term
Loan”). On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under
the India Term Loan. The India Term Loan bears interest at the three month treasury bill rate as announced by the Financial
Benchmarks India Private Limited at the time of borrowing plus a margin of 1.95%. Any outstanding principal and accrued but
unpaid interest will be due and payable in full at maturity. The India Term Loan does not require amortization of principal and
may be paid prior to maturity in whole or in part at our option without penalty or premium. In January 2024, we amended the
India Term Loan to extend the maturity date to December 31, 2024.
India Working Capital Facilities—The working capital facilities bear interest at rates that consist of the applicable bank’s
Marginal Cost of Funds based Lending Rate or Market Benchmark (as defined in the applicable agreement), plus a spread.
Generally, the working capital facilities are payable on demand prior to maturity. During the year ended December 31, 2023,
we increased the borrowing capacity of our working capital facilities in India by 2.8 billion INR (approximately $33.7 million).
During the year ended December 31, 2023, we did not borrow under these facilities.
Amounts outstanding and key terms of the India credit facilities consisted of the following as of December 31, 2023 (in
millions, except percentages):
Working capital facilities (1)
— $
—
Amount
Outstanding
(INR)
Amount
Outstanding
(USD)
Interest Rate (Range)
8.33% - 9.30%
Maturity Date (Range)
February 4, 2024 - October 23, 2024
_______________
(1)
10.7 billion INR ($128.7 million) of borrowing capacity as of December 31, 2023. We have 0.2 billion INR (approximately $2.7 million) of bank
guarantees outstanding included within the overall borrowing capacity.
Stock Repurchase Programs—In March 2011, our Board approved a stock repurchase program, pursuant to which we are
authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”). In December 2017, our Board approved
an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common
stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the year ended December 31, 2023, there were no repurchases under either of the Buyback Programs.
Under each program, we are authorized to purchase shares from time to time through open market purchases or in privately
negotiated transactions not to exceed market prices and subject to market conditions and other factors. With respect to open
market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with
securities laws and other legal requirements, which allows us to repurchase shares during periods when we may otherwise be
prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. These programs may
be discontinued at any time.
We have repurchased a total of 14.5 million shares of our common stock under the 2011 Buyback for an aggregate of
$1.5 billion, including commissions and fees. We expect to continue managing the pacing of the remaining approximately $2.0
billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any
further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings
under our credit facilities. Repurchases under the Buyback Programs are subject to, among other things, us having available
cash to fund the repurchases.
Sales of Equity Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase
plan (the “ESPP”) and upon exercise of stock options granted under our equity incentive plan, as amended (the “2007 Plan”).
During the year ended December 31, 2023, we received an aggregate of $22.1 million in proceeds upon exercises of stock
options and sales pursuant to the ESPP.
49
Future Financing Transactions—We regularly consider various options to obtain financing and access the capital markets,
subject to market conditions, to meet our funding needs. Such capital raising alternatives, in addition to those noted above, may
include amendments and extensions of our bank facilities, entry into new bank facilities, transactions with private equity funds
or partnerships, additional senior note and equity offerings and securitization transactions. No assurance can be given as to
whether any such financing transactions will be completed or as to the timing or terms thereof.
Distributions—As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable
income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have
distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into
consideration our utilization of NOLs. We have distributed an aggregate of approximately $17.5 billion to our common
stockholders, including the dividend paid in February 2024, primarily classified as ordinary income that may be treated as
qualified REIT dividends under Section 199A of the Code for taxable years beginning before 2026.
During the year ended December 31, 2023, we paid $6.31 per share, or $2.9 billion, to our common stockholders of record. In
addition, we declared a distribution of $1.70 per share, or $792.7 million, paid on February 1, 2024 to our common stockholders
of record at the close of business on December 28, 2023.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for
distributions payable related to unvested restricted stock units was $21.5 million and $17.0 million as of December 31, 2023
and 2022, respectively. During the year ended December 31, 2023, we paid $9.0 million of distributions upon the vesting of
restricted stock units.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board and will depend on various
factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount
required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would
be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to
utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated
through our TRSs and other factors that our Board may deem relevant.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2023, see note
14 to our consolidated financial statements included in this Annual Report.
Material Cash Requirements—The following table summarizes material cash requirements from known contractual and other
obligations as of December 31, 2023 (in millions):
Debt obligations (1)$ 3,187.5 $ 3,729.9 $ 4,077.5 $ 5,593.6 $ 7,682.2 $ 14,911.1 $ 39,181.8
Operating lease obligations (2)
1,204.8
1,098.7
1,044.2
981.5
917.8
6,029.3
11,276.3
2024
2025
2026
2027
2028
Thereafter
Total
______________
(1)
(2)
Includes aggregate principal maturities of long-term debt, including finance lease obligations (see note 8 to our consolidated financial statements included
in this Annual Report).
Includes payments under non-cancellable initial terms, as well as payments for certain renewal periods at our option, which we expect to renew because
failure to do so could result in a loss of the applicable communications sites and related revenues from tenant leases (see note 4 to our consolidated
financial statements included in this Annual Report).
Distributions—We expect that our 2024 total distributions declared to our common stockholders will be $3.0 billion. The
amount, timing and frequency of future distributions will be at the sole discretion of our Board.
Asset Retirement Obligations—We are required to remove our assets and remediate the leased sites upon which certain of our
assets are located. As of December 31, 2023, the estimated undiscounted future cash outlay for asset retirement obligations was
$4.0 billion.
Factors Affecting Sources of Liquidity
Our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and
maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements
discussed below represent our material debt agreements that contain covenants, our compliance with which would be material
to an investor’s understanding of our financial results and the impact of those results on our liquidity.
Internally Generated Funds—Because the majority of our customer leases are multiyear contracts, a significant majority of the
revenues generated by our property operations as of the end of 2023 is recurring revenue that we should continue to receive in
future periods. Accordingly, a key factor affecting our ability to generate cash flow from operating activities is to maintain this
recurring revenue and to convert it into operating profit by minimizing operating costs and fully achieving our operating
50
efficiencies. In addition, our ability to increase cash flow from operating activities depends upon the demand for our
communications infrastructure and our related services and our ability to increase the utilization of our existing communications
infrastructure.
Restrictions Under Loan Agreements Relating to Our Credit Facilities—Each Bank Loan Agreement contains certain financial
and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted
subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends,
guaranties, sales of assets and liens. The Bank Loan Agreements also contain covenants that establish financial tests with which
we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table
below. As of December 31, 2023, we were in compliance with each of these covenants.
Consolidated Total Leverage Ratio
Consolidated Senior Secured Leverage Ratio
Ratio (1)
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
Senior Secured Debt to Adjusted
EBITDA
≤ 3.00:1.00
Compliance Tests For The 12 Months Ended
December 31, 2023
($ in billions)
Additional Debt Capacity
Under Covenants (2)
Capacity for Adjusted
EBITDA Decrease
Under Covenants (3)
~4.2
~19.1 (4)
~0.7
~6.4 (4)
_______________
(1) Each component of the ratio as defined in the applicable loan agreement.
(2) Assumes no change to Adjusted EBITDA.
(3) Assumes no change to our debt levels.
(4) Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.
The Bank Loan Agreements also contain reporting and information covenants that require us to provide financial and operating
information to the lenders within certain time periods. If we are unable to provide the required information on a timely basis,
we would be in breach of these covenants.
Failure to comply with the financial maintenance tests and certain other covenants of the Bank Loan Agreements could not only
prevent us from being able to borrow additional funds under the revolving credit facilities, but may also constitute a default
under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest
and unpaid fees, becoming immediately due and payable. If this were to occur, we may not have sufficient cash on hand to
repay such indebtedness. The key factors affecting our ability to comply with the debt covenants described above are our
financial performance relative to the financial maintenance tests defined in the Bank Loan Agreements and our ability to fund
our debt service obligations. Based upon our current expectations, we believe our operating results during the next 12 months
will be sufficient to comply with these covenants.
Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations—The indenture and related
supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2
Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in the 2015 Securitization and the Trust Loan
Agreement (collectively, the “Securitization Loan Agreements”) include certain financial ratios and operating covenants and
other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and
the AMT Asset Subs are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets,
subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable
agreements).
Under the Securitization Loan Agreements, amounts due will be paid from the cash flows generated by the assets securing the
Series 2015-2 Notes or the assets securing the Loan, as applicable, which must be deposited into certain reserve accounts, and
thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after paying all required
amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated
from the operation of these assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can
then be distributed to us for use. As of December 31, 2023, $76.3 million held in such reserve accounts was classified as
restricted cash.
Certain information with respect to the 2015 Securitization and the Trust Securitizations is set forth below. The debt service
coverage ratio (“DSCR”) is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the
amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of
the Series 2015-2 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of
determination.
51
Conditions Limiting
Distributions of Excess Cash
Issuer or
Borrower
Notes/Securities
Issued
Cash Trap
DSCR
Amortization
Period
Excess Cash
Distributed
During Year
Ended
December 31,
2023
(in millions)
DSCR as of
December
31, 2023
Capacity for
Decrease in
Net Cash Flow
Before
Triggering
Cash Trap
DSCR (1)
(in millions)
Capacity for
Decrease in
Net Cash Flow
Before
Triggering
Minimum
DSCR (1)
(in millions)
(3)(4)
$322.1
17.42x
$296.6
$299.3
(3)(5)
$547.2
6.87x
$502.0
$515.5
1.30x,
Tested
Quarterly
(2)
1.30x,
Tested
Quarterly
(2)
2015
Securitization
GTP Acquisition
Partners
American
Tower Secured
Revenue
Notes, Series
2015-2
Trust
Securitizations
AMT Asset Subs Secured Tower
Revenue
Securities,
Series 2023-1,
Subclass A,
Secured Tower
Revenue
Securities,
Series 2023-1,
Subclass R,
Secured Tower
Revenue
Securities,
Series 2018-1,
Subclass A and
Secured Tower
Revenue
Securities,
Series 2018-1,
Subclass R
_______________
(1) Based on the net cash flow of the applicable issuer or borrower as of December 31, 2023 and the expenses payable over the next 12 months on the Series
(2)
2015-2 Notes or the Loan, as applicable.
If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any quarter, all cash flow in excess of amounts required to make debt service
payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable
transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being
released to the applicable issuer or borrower. Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap
DSCR for two consecutive calendar quarters. Additionally, if the borrower under the 2023 Securitization does not meet certain title insurance policy
requirements within the specified time period under the agreements, excess cash flow will also be deposited into the Cash Trap Reserve Account.
(3) An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to
exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4) No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date.
However, in that event, additional interest will accrue on the unpaid principal balance of the applicable series, and that series will begin to amortize on a
monthly basis from excess cash flow.
(5) An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to
exist until the principal has been repaid in full.
A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing
excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and
acquisitions and to meet REIT distribution requirements. During an “amortization period,” all excess cash flow and any
amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Series 2015-2 Notes or
the Loan, as applicable, on each monthly payment date, and so would not be available for distribution to us. Further, additional
interest will begin to accrue with respect to the Series 2015-2 Notes or subclass of the Loan from and after the anticipated
repayment date at a per annum rate determined in accordance with the applicable agreement. With respect to the Series 2015-2
Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of
holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare the Series 2015-2 Notes
immediately due and payable, in which case any excess cash flow would need to be used to pay holders of those notes.
Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on the Series 2015-2 Notes or the Loan, the
applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,343
communications sites that secure the Series 2015-2 Notes or the 5,034 broadcast and wireless communications towers and
related assets that secure the Loan, respectively, in which case we could lose those sites and their associated revenue.
As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth
and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is
desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively
52
expensive or restricted by the terms of our outstanding indebtedness. Further, as further discussed under Item 1A of this Annual
Report under the caption “Risk Factors,” market volatility and disruption caused by inflation, rising interest rates and supply
chain disruptions may impact our ability to raise additional capital through debt financing activities or our ability to repay or
refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise,
we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution
requirements and debt service obligations, or refinance our existing indebtedness.
In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under Item 1A of
this Annual Report under the caption “Risk Factors,” we derive a substantial portion of our revenues from a small number of
customers and, consequently, a failure by a significant customer to perform its contractual obligations to us could adversely
affect our cash flow and liquidity.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related
disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis. Management bases
its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have reviewed our policies and estimates to determine our critical accounting policies for the year ended December 31,
2023. We have identified the following policies as critical to an understanding of our results of operations and financial
condition. This is not a comprehensive list of our accounting policies. See note 1 to our consolidated financial statements
included in this Annual Report for a summary of our significant accounting policies. In many cases, the accounting treatment of
a particular transaction is specifically dictated by GAAP, with no need for management’s judgment in its application. There are
also areas in which management’s judgment in selecting any available alternative would not produce a materially different
result.
•
Impairment of Assets—Assets Subject to Depreciation and Amortization: We review long-lived assets for impairment
at least annually or whenever events, changes in circumstances or other indicators or evidence indicate that the
carrying amount of our assets may not be recoverable.
We review our tower portfolio, network location intangible and right-of-use assets for indicators of impairment at the
lowest level of identifiable cash flows, typically at an individual tower basis. Possible indicators include a tower not
having current tenant leases or having expenses in excess of revenues. A cash flow modeling approach is utilized to
assess recoverability and incorporates, among other items, the tower location, the tower location demographics, the
timing of additions of new tenants, lease rates and estimated length of tenancy and ongoing cash requirements.
We review our tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high
levels of turnover or attrition, non-renewal of a significant number of contracts or the cancellation or termination of a
relationship. We assess recoverability by determining whether the carrying amount of the tenant-related intangible
assets will be recovered primarily through projected undiscounted future cash flows.
If the sum of the estimated undiscounted future cash flows of our long-lived assets is less than the carrying amount of
the assets, an impairment loss may be recognized. Key assumptions included in the undiscounted cash flows are future
revenue projections, estimates of ongoing tenancies and operating margins. An impairment loss would be based on the
fair value of the asset, which is based on an estimate of discounted future cash flows to be provided from the asset. We
record any related impairment charge in the period in which we identify such impairment.
In October 2019, the Supreme Court of India issued a ruling regarding the definition of AGR and associated fees and
charges, which was reaffirmed in both March 2020 and July 2021 with respect to the total charges, which may (a) have
a material financial impact on certain of our customers and (b) affect their ability to perform their obligations under
agreements with us. In September 2020, the Supreme Court of India defined the expected timeline of ten years for
payments owed under the ruling. In September 2021, the government of India approved a relief package that, among
other things, included (i) a four-year moratorium on the payment of AGR fees owed and (ii) a prospective change in
the definition of AGR. In the third quarter of 2022, one of our largest customers in India, VIL, communicated that it
would make partial payments of its contractual amounts owed to us and indicated that it would continue to make
partial payments for the remainder of 2022. In late 2022, VIL had communicated its intent to resume payments in full
under its contractual obligations owed to us beginning on January 1, 2023. However, in early 2023, VIL
communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it
53
would instead continue to make partial payments, for which we recorded reserves in late 2022 and the first half of
2023. In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to
us.
We determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
During the year ended December 31, 2022, an impairment of $97.0 million was taken on tower and network location
intangible assets in India. We also impaired the tenant-related intangible assets for VIL, which resulted in an
impairment of $411.6 million during the year ended December 31, 2022.
We will continue to monitor the status of these developments, as it is possible that the estimated future cash flows may
differ from current estimates and changes in estimated cash flows from customers in India could have further negative
effects on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related
intangible assets, resulting in additional impairments. Events that could negatively affect our India reporting unit’s
financial results include increased tenant attrition exceeding our forecast, additional VIL payment shortfalls, carrier
tenant bankruptcies and other factors set forth in Item 1A of this Annual Report under the caption “Risk Factors.”
The carrying value of tenant-related intangible assets in India was $344.8 million as of December 31, 2023, which
represents 3% of our consolidated balance of $12.2 billion. Additionally, a significant reduction in customer-related
cash flows in India could also impact our tower portfolio and network location intangible assets. The carrying values
of our tower portfolio and network location intangible assets in India were $916.2 million and $243.6 million,
respectively, as of December 31, 2023, which represent 10% and 8% of our consolidated balances of $8.8 billion and
$3.2 billion, respectively.
•
Impairment of Assets—Goodwill: We review goodwill for impairment at least annually (as of December 31) or
whenever events or circumstances indicate the carrying amount of an asset may not be recoverable. Goodwill is
recorded in the applicable segment and assessed for impairment at the reporting unit level. We employ a discounted
cash flow analysis when testing goodwill. The key assumptions utilized in the discounted cash flow analysis include
current operating performance, terminal revenue growth rate, management’s expectations of future operating results
and cash requirements, the current weighted average cost of capital and an expected tax rate. We compare the fair
value of the reporting unit, as calculated under an income approach using future discounted cash flows, to the carrying
amount of the applicable reporting unit. If the carrying amount exceeds the fair value, an impairment loss would be
recognized for the amount of the excess. The loss recognized is limited to the total amount of goodwill allocated to that
reporting unit.
In 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to
the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital
to drive long-term shareholder value and sustained growth. The strategic review concluded in January 2024 with our
signed agreement with DIT for the Pending ATC TIPL Transaction. During the process, and based on information
gathered therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying
value exceeded fair value. We performed a quantitative goodwill impairment test for the quarter ended September 30,
2023 using, among other things, the information obtained from third parties to compare the fair value of the India
reporting unit to its carrying amount, including goodwill. The result of our goodwill impairment test indicated that the
carrying amount of our India reporting unit exceeded our estimated fair value. As a result, we recorded a goodwill
impairment charge of $322.0 million.
We also performed our annual goodwill impairment test as of December 31, 2023. The results of the annual goodwill
impairment test indicated that the carrying amount of our Spain reporting unit exceeded its estimated fair value, as
calculated under an income approach using future discounted cash flows. As a result, we recorded a goodwill
impairment charge of $80.0 million. The key assumptions utilized in the discounted cash flow analysis include current
operating performance, terminal revenue growth rate, management’s expectations of future operating results and cash
requirements, the current weighted average cost of capital and an expected tax rate. The reduction in the fair value of
the Spain reporting unit was due to an increase in the weighted average cost of capital.
The goodwill impairment charges in India and Spain are recorded in Goodwill impairment in the accompanying
consolidated statements of operations. During the year ended December 31, 2023, no other goodwill impairment was
identified as the fair value of each of our reporting units was in excess of its carrying amount.
•
Acquisitions: We evaluate each of our acquisitions under the accounting guidance framework to determine whether to
treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset
acquisitions, the purchase price is allocated to the assets acquired, with no recognition of goodwill. For those
acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where
assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of
54
operations are included with our results from the dates of the respective acquisitions. Any excess of the purchase price
paid over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. We continue to
evaluate acquisitions accounted for as business combinations for a period not to exceed one year after the applicable
acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the
purchase price paid for the assets acquired and liabilities assumed. The fair value of the assets acquired and liabilities
assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation
methods. When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset
with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.
When determining the fair value of intangible assets acquired, we must estimate the applicable discount rate and the
timing and amount of future tenant cash flows, including rate and terms of renewal and attrition.
•
Revenue Recognition: Our revenue is derived from leasing the right to use our communications sites, the land on
which the sites are located and our data center facilities (the “lease component”) and from the reimbursement of costs
incurred in operating the communications sites and supporting the tenants’ equipment as well as other services and
contractual rights (the “non-lease component”). Most of our revenue is derived from leasing arrangements and is
accounted for as lease revenue unless the timing and pattern of revenue recognition of the non-lease component differs
from the lease component. If the timing and pattern of the non-lease component revenue recognition differs from that
of the lease component, we separately determine the stand-alone selling prices and pattern of revenue recognition for
each performance obligation.
Our revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease
arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable.
Escalation clauses tied to a consumer price index or other inflation-based indices, and other incentives present in lease
agreements with our tenants, are excluded from the straight-line calculation. Total property straight-line revenues for
the years ended December 31, 2023, 2022 and 2021 were $472.0 million, $499.8 million and $465.6 million,
respectively. Amounts billed upfront in connection with the execution of lease agreements are initially deferred and
reflected in Unearned revenue in the accompanying consolidated balance sheets and recognized as revenue over the
terms of the applicable lease arrangements. Amounts billed or received for services prior to being earned are deferred
and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition
have been met. Periodically, we provide lease incentives to our tenants. If incentives are present in our leases, they are
evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and Other non-
current assets in the consolidated balance sheets and amortized on a straight line basis over the corresponding lease
term as a non-cash reduction to revenue.
We derive the largest portion of our revenues, corresponding trade receivables and the related deferred rent asset from
a small number of tenants in the telecommunications industry, with 45% of our revenues derived from three tenants. In
addition, we have concentrations of credit risk in certain geographic areas. We mitigate the concentrations of credit
risk with respect to notes and trade receivables by actively monitoring the creditworthiness of our borrowers and
tenants. In recognizing tenant revenue we assess the collectibility of both the amounts billed and the portion
recognized on a straight-line basis. This assessment takes tenant credit risk and business and industry conditions into
consideration to ultimately determine the collectibility of the amounts billed. To the extent the amounts, based on
management’s estimates, may not be collectible, recognition is deferred until such point as the uncertainty is resolved.
Any amounts that were previously recognized as revenue and are subsequently determined to present a risk of
collection are reserved as bad debt expense. Accounts receivable are reported net of allowances for doubtful accounts
related to estimated losses resulting from a tenant’s inability to make required payments and allowances for amounts
invoiced whose collectibility is not reasonably assured.
•
Rent Expense and Lease Accounting: Many of the leases underlying our tower sites and data centers have fixed rent
escalations, which provide for periodic increases in the amount of ground rent payable over time. In addition, certain
of our tenant leases require us to exercise available renewal options pursuant to the underlying ground lease if the
tenant exercises its renewal option. Our calculation of the lease liability includes the term of the underlying ground
lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to us such that renewal
appears to be reasonably assured.
We recognize a right-of-use lease asset and lease liability for operating and finance leases. The right-of-use asset is
measured as the sum of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any
other applicable amounts.
The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and
discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the
55
present value of the lease liability. When calculating the lease term, we consider the renewal, cancellation and
termination rights available to us and the lessor. We determine the discount rate by calculating the incremental
borrowing rate on a collateralized basis at the commencement of a lease or upon a change in the lease term.
•
Income Taxes: Accounting for income taxes requires us to estimate the timing and impact of amounts recorded in our
financial statements that may be recognized differently for tax purposes. To the extent that the timing of amounts
recognized for financial reporting purposes differs from the timing of recognition for tax reporting purposes, deferred
tax assets or liabilities are required to be recorded. We measure deferred tax assets and liabilities using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are
expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is
recognized in income in the period that includes the enactment date. We do not expect to pay federal income taxes on
our REIT taxable income.
We periodically review our deferred tax assets, and we record a valuation allowance if, based on the available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses
the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the
existing deferred tax assets. Valuation allowances would be reversed as a reduction to the provision for income taxes,
if related deferred tax assets are deemed realizable based on changes in facts and circumstances relevant to the assets’
recoverability.
We recognize the benefit of uncertain tax positions when, in management’s judgment, it is more likely than not that
positions we have taken in our tax returns will be sustained upon examination, which are measured at the largest
amount that is greater than 50% likely of being realized upon settlement. We adjust our tax liabilities when our
judgment changes as a result of the evaluation of new information or information not previously available. Due to the
complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different
from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income
tax expense in the period in which additional information is available or the position is ultimately settled under audit.
Accounting Standards Update
For a discussion of recent accounting standards updates, see note 1 to our consolidated financial statements included in this
Annual Report.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following table provides information as of December 31, 2023 about our market risk exposure associated with changing
interest rates. For long-term debt obligations, the table presents principal cash flows by maturity date and average interest rates
related to outstanding obligations. For more information, see Item 7 of this Annual Report under the caption “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and note 8 to our
consolidated financial statements included in this Annual Report.
Long-Term Debt
2024
2025
2026
2027
2028
Thereafter
Total
Fair Value
Fixed Rate Debt (a) .......................... $ 2,273.3
$ 3,729.9
$ 3,354.1
$ 4,593.6
$ 6,078.8
$14,911.1
$ 34,940.8
Weighted-Average Interest Rate (a)
3.78 %
2.67 %
2.58 %
2.54 %
4.03 %
3.19 %
Variable Rate Debt (b) ..................... $
914.2
$
—
$
723.4
$ 1,000.0
$ 1,603.4
$
—
$
4,241.0
$
$
32,454.3
4,241.1
Weighted-Average Interest Rate
(b)(c).................................................
4.99 %
— %
6.09 %
6.58 %
6.57 %
— %
_______________
(a)
Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; our senior unsecured notes (see
note 8 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured notes); and other debt
including finance leases.
(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on July 1, 2026; the 2021 Credit Facility, which matures on Ju1y 1,
2028; the 2021 Term Loan, which matures on January 31, 2027; the 2021 EUR Three Year Delayed Draw Term Loan, which matures on May 28, 2024;
and other debt including the Nigeria Letters of Credit.
(c) Based on rates effective as of December 31, 2023.
Interest Rate Risk
Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. Variable rate debt as of December 31,
2023 consisted of $723.4 million under the 2021 Multicurrency Credit Facility, $1.6 billion under the 2021 Credit Facility, $1.0
billion under the 2021 Term Loan, $910.7 million under the 2021 EUR Three Year Delayed Draw Term Loan, and $3.4 million
56
under the Nigeria Letters of Credit. A 10% increase in current interest rates would result in an additional $26.1 million of
interest expense for the year ended December 31, 2023.
Foreign Currency Risk
We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign
subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported
in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in
effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the
period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We
may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of
foreign currency fluctuations. For the year ended December 31, 2023, 44% of our revenues and 53% of our total operating
expenses were denominated in foreign currencies.
As of December 31, 2023, we have incurred intercompany debt that is not considered to be permanently reinvested, and similar
unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is
recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency
exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse
change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would
result in $35.6 million of unrealized losses that would be included in Other expense in our consolidated statements of operations
for the year ended December 31, 2023. As of December 31, 2023, we have 7.5 billion EUR (approximately $8.3 billion)
denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would
result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of
operations for the year ended December 31, 2023.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 15 (a).
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that material information relating to us, including
our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior
management and the Board.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our
principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective
as of December 31, 2023 and designed to ensure that the information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the
applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
57
Management’s Annual Report on Internal Control over Financial Reporting
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for
establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and our
Board regarding the preparation and fair presentation of published financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
In making its assessment of internal control over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting is
effective.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements included in this
Annual Report, has issued an attestation report on management’s internal control over financial reporting, which is included in
this Item 9A under the caption “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of American Tower Corporation and subsidiaries (the “Company”)
as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our
report dated February 27, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 27, 2024
ITEM 9B.
OTHER INFORMATION.
(c) Insider Trading Arrangements and Policies
Rule 10b5-1 Plans
Rodney M. Smith, our Executive Vice President, Chief Financial Officer and Treasurer, entered into a pre-arranged stock
trading plan on November 9, 2023. Mr. Smith’s plan provides for the potential exercise of vested stock options and associated
sale of up to 23,019 shares of our common stock between March 1, 2024 and March 8, 2024.
59
Samme Thompson, one of our Directors, entered into a pre-arranged stock trading plan on October 27, 2023. Mr. Thompson’s
plan provides for the potential exercise of vested stock options and associated sale of up to 5,054 shares of our common stock
between February 26, 2024 and March 8, 2024.
Each of these trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative
defense of Rule 10b5-1 under the Exchange Act and our policies regarding transactions in our securities. Generally, these
trading plans pre-establish the amounts, prices and dates of future purchases or sales of our stock, including shares issued upon
the exercise or vesting of equity awards. Under these trading plans, the individual director or officer relinquishes control over
the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including
possibly before, simultaneously with, or immediately after, significant company events.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
60
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and their respective ages and positions as of February 20, 2024 are set forth below:
PART III
Steven O. Vondran
Rodney M. Smith
Thomas A. Bartlett
Ruth T. Dowling
Sanjay Goel
Robert J. Meyer
Eugene M. Noel
Olivier Puech
53 President and Chief Executive Officer
58 Executive Vice President, Chief Financial Officer and Treasurer
65 Advisor to the Chief Executive Officer (until May 1, 2024)
54 Executive Vice President, Chief Administrative Officer, General Counsel and
Secretary
56 Executive Vice President and President, Asia-Pacific
60 Senior Vice President and Chief Accounting Officer
55 Executive Vice President and President, U.S. Tower Division
56 Executive Vice President and President, Latin America and EMEA
Steven O. Vondran is our President and Chief Executive Officer. Mr. Vondran joined us in 2000 as a member of our corporate
legal team and served in a variety of positions until August 2004 when he was appointed Senior Vice President of our U.S.
Leasing Operations. In August 2010, Mr. Vondran was appointed Senior Vice President, General Counsel of our U.S. Tower
Division and served in that role until August 2018, when he was appointed Executive Vice President, U.S. Tower Division, a
role that he served in until November 2023. Mr. Vondran joined the Cellular Telecommunications Industry Association (CTIA)
Board in September 2018, and, in October 2018, he joined the Board of Directors for the Wireless Infrastructure Association
(WIA). Prior to joining us, Mr. Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a
telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon. John Stroud on the
Arkansas Court of Appeals. He received his J.D. with high honors from the University of Arkansas at Little Rock School of
Law and a Bachelor of Arts in Economics and Business from Hendrix College.
Rodney M. Smith is our Executive Vice President, Chief Financial Officer and Treasurer. Mr. Smith joined us in October
2009, and previously held the roles of Senior Vice President, Corporate Finance and Treasurer and Senior Vice President and
Chief Financial Officer of American Tower's U.S. Tower Division. Prior to joining us, Mr. Smith served as Executive Vice
President, Chief Financial Officer and as a general Board Member of Lightower, a private equity backed wireless infrastructure
company. Prior to Lightower, he served as Chief Financial Officer and Treasurer (and earlier as Vice President and Controller)
for RoweCom, a publicly traded company with operations in eight countries. Early in his career, Mr. Smith held several
leadership positions at Nextel Communications, including Director of Finance and General Manager of one of the company's
Northeast markets. Mr. Smith earned his M.B.A from Suffolk University, a Certificate of Accountancy from Bentley University
and a Bachelor of Science in Finance from Merrimack College. He also serves as co-Executive Sponsor of American Tower’s
employee resource group for women, WAATCH.
Thomas A. Bartlett is currently advisor to the Chief Executive Officer, a role he is expected to hold until his retirement from
the Company on May 1, 2024. Prior to such role, Mr. Bartlett served as our President and Chief Executive Officer since March
2020. Mr. Bartlett joined us in April 2009 and served as our Executive Vice President and Chief Financial Officer until March
2020, and also served as our Treasurer from February 2012 to December 2013, and again from July 2017 to August 2018. Prior
to joining us, Mr. Bartlett served as Senior Vice President and Corporate Controller with Verizon Communications. During his
25-year career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations
and business development roles, including as President and Chief Executive Officer of Bell Atlantic International Wireless from
1995 through 2000, where he was responsible for wireless activities in certain regions of North America, Latin America,
Europe and Asia. In addition, Mr. Bartlett served as CEO of Iusacell, a publicly traded, nationwide cellular company in Mexico,
CEO of Verizon's Global Solutions Inc., a global connectivity business providing lit and dark fiber services primarily to global
enterprises, and as an Area President for Verizon’s U.S. wireless business, where he was responsible for all operational aspects
of the business in the Northeast and Mid-Atlantic states. He began his career at Deloitte, Haskins & Sells. Mr. Bartlett is a
member of the World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors, the
National Association of Real Estate Investment Trust (NAREIT) Executive Committee and the Business Roundtable. He
currently serves on the Board of Directors of Otis Worldwide Corporation, sits on the Samaritans advisory council, is on the
Board of Advisors of the Rutgers Business School and is on the Massachusetts Institute of Technology Presidential CEO
Advisory Board. He earned an M.B.A. from Rutgers University and a Bachelor of Science degree in Industrial Engineering
from Lehigh University.
Ruth T. Dowling is our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. She is also a
member of the Board of Directors for ATC Europe and CoreSite. Since joining us in 2011, Ms. Dowling has served as Senior
Vice President, Corporate Legal, and, most recently, as Senior Vice President and General Counsel for the EMEA and Latin
61
America regions. In addition, she led American Tower’s Global Remobilization Project Team to care for the safety and well-
being of employees during the pandemic. Prior to joining American Tower, Ms. Dowling was a partner and co-chair of the 150-
member litigation department at Edwards Angell Palmer & Dodge LLP and clerked for the Honorable Fred I. Parker of the
United States Second Circuit Court of Appeals. Ms. Dowling earned her law degree from Duke University School of Law and a
Bachelor of Arts from the University of North Carolina Chapel Hill. She also serves as co-Executive Sponsor of American
Tower’s employee resource group for women, WAATCH.
Sanjay Goel is our Executive Vice President and President, Asia-Pacific. Mr. Goel joined us in March 2021. Prior to joining
us, Mr. Goel was with Nokia, where he started in the mobile networks division in 2001. During his time at Nokia, he held
various sales and business management positions, including Head of the Managed Services Business Line for Asia Pacific,
Japan and India and Vice President of the Global Services Business Unit, APAC and Japan. Mr. Goel also led Nokia’s Global
Services business across Asia, the Middle East and Africa, and created a new sales and business development division within
Global Services, based in Finland. Most recently, he served as President of the Global Services business group and Nokia
Operations. Mr. Goel began his career at ABB and IBM, prior to joining Nokia. He holds a Bachelor’s degree in Engineering
with specialization in Electronics and Communications from Manipal Institute of Technology.
Robert J. Meyer is our Senior Vice President and Chief Accounting Officer. Mr. Meyer joined us in August 2008 as our
Senior Vice President, Finance and Corporate Controller and served in that role until January 2020 when he was appointed to
his current position. Prior to joining us, Mr. Meyer was with Bright Horizons Family Solutions since 1998, a provider of child
care, early education and work/life consulting services, where he most recently served as Chief Accounting Officer. Mr. Meyer
also served as Corporate Controller and Vice President of Finance while at Bright Horizons. Prior to that, from 1997 to 1998,
Mr. Meyer served as Director of Financial Planning and Analysis at First Security Services Corp. Mr. Meyer earned a Masters
in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified
Public Accountant.
Eugene M. Noel is our Executive Vice President and President, U.S. Tower Division. Prior to this role, Mr. Noel served as
Senior Vice President and Chief Operating Officer, U.S. Tower Division, and has been with American Tower since 2011. Mr.
Noel has more than 25 years of network deployment experience in the telecommunications industry. Prior to joining us, he was
Vice President of Network Development for LightSquared (now Ligado Networks), with responsibility for the development and
implementation of the company’s national network deployment strategy. He spent 11 years with Sprint Nextel, beginning as
Director of Radio Services, then becoming Vice President for Northeast Site Development, and finally becoming Vice President
for National Site Development. Mr. Noel is a graduate of East Carolina University with a Bachelor of Science in Industrial
Engineering and has earned an Executive Certificate from the McDonough School of Business at Georgetown University. Mr.
Noel is a board member of the Tower Families Foundation and a former board member of Warriors for Wireless.
Olivier Puech is our Executive Vice President and President, Latin America and EMEA. Mr. Puech joined us in 2013 as Senior
Vice President and CEO of Latin America and served in that role until October 2018 when he was appointed to his current
position. Prior to joining us, Mr. Puech spent 25 years as a senior executive in the telecom and internet sectors of international
organizations. Most recently, he was with Nokia where he held various leadership roles including Senior Vice President
Americas, Senior Vice President Asia Pacific and Vice President Latin America. Before Nokia, Mr. Puech spent 12 years at
Gemalto, where he last held the position of Vice President, Sales and Marketing with responsibility for South Europe, Eastern
Europe and Latin America. Mr. Puech holds a Bachelor’s degree in International Business Administration from Ecole
Supérieure De Commerce in Marseille, in France. He is fluent in English, French, Spanish, Italian and Portuguese.
The information under “Election of Directors” and “Delinquent Section 16(a) Reports,” if applicable, from the Definitive Proxy
Statement is incorporated herein by reference. Information required by this item pursuant to Item 407(c)(3) of SEC Regulation
S-K relating to our procedures by which security holders may recommend nominees to our Board, and pursuant to
Item 407(d)(4) and 407(d)(5) of SEC Regulation S-K relating to our audit committee financial experts and identification of the
audit committee of our Board, is contained in the Definitive Proxy Statement under “Corporate Governance” and is
incorporated herein by reference.
Information regarding our Code of Conduct applicable to our principal executive officer, our principal financial officer, our
controller and other senior financial officers appears in Item 1 of this Annual Report under the caption “Business—Available
Information.”
62
ITEM 11.
EXECUTIVE COMPENSATION
The information under “Compensation and Other Information Concerning Directors and Officers” from the Definitive Proxy
Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus
performance, is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information under “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for
Issuance Under Equity Compensation Plans” from the Definitive Proxy Statement is incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information required by this item pursuant to Item 404 of SEC Regulation S-K relating to approval of related party transactions
is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
Information required by this item pursuant to Item 407(a) of SEC Regulation S-K relating to director independence is contained
in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information under “Independent Auditor Fees and Other Matters” from the Definitive Proxy Statement is incorporated
herein by reference.
63
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a)
The following documents are filed as a part of this report:
1. Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The
financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to
this Item.
2. Financial Statement Schedules. American Tower Corporation and Subsidiaries Schedule III – Schedule of Real
Estate and Accumulated Depreciation is filed herewith in response to this Item.
3. Exhibits.
Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Annual Report on
Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have
been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made
to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such
agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure,
(iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from
what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s
actual state of affairs at the date hereof and should not be relied upon.
The exhibits below are included, either by being filed herewith or by incorporation by reference, as part of this Annual Report on
Form 10-K. Exhibits are identified according to the number assigned to them in Item 601 of SEC Regulation S-K. Documents that are
incorporated by reference are identified by their Exhibit number as set forth in the filing from which they are incorporated by
reference.
Description of Document
Form
File No.
Date of Filing
Incorporated By Reference
Exhibit
No.
2.1
3.1
3.2
3.3
3.4
3.5
4.1
4.2
Agreement and Plan of Merger by and between
American Tower Corporation and American Tower
REIT, Inc., dated as of August 24, 2011
Restated Certificate of Incorporation of the Company
as filed with the Secretary of State of the State of
Delaware, effective as of December 31, 2011
Certificate of Merger, effective as of December 31,
2011
Amended and Restated By-Laws of the Company,
effective as of December 13, 2023
Certificate of Designations of the 5.25% Mandatory
Convertible Preferred Stock, Series A, of the
Company as filed with the Secretary of State of the
State of Delaware, effective as of May 12, 2014
Certificate of Designations of the 5.50% Mandatory
Convertible Preferred Stock, Series B, of the
Company as filed with the Secretary of State of the
State of Delaware, effective as of March 3, 2015
Indenture dated as of May 23, 2013, by and between
the Company and U.S. Bank National Association, as
Trustee
Supplemental Indenture No. 1, dated as of August 19,
2013, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 5.00% Senior Notes
due 2024
64
8-K001-
14195
8-K
001-14195
8-K001-
14195
8-K001-
14195
8-K001-14195
8-K001-14195
S-3ASR
333-188812
August 25,
2011
January 3,
2012
January 3,
2012
December
14, 2023
May 12,
2014
March 3,
2015
May 23,
2013
Exhibit
No.
2.1
3.1
3.2
3.1
3.1
3.1
4.12
8-K001-
14195
August 19,
2013
4.1
Exhibit
No.
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
Supplemental Indenture No. 3, dated as of May 7,
2015, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 4.000% Senior Notes
due 2025
Supplemental Indenture No. 4, dated as of January 12,
2016, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 4.400% Senior Notes
due 2026
Supplemental Indenture No. 5, dated as of May 13,
2016, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 3.375% Senior Notes
due 2026
Supplemental Indenture No. 6, dated as of September
30, 2016, to Indenture dated as of May 23, 2013, by
and between the Company and U.S. Bank National
Association, as Trustee, for the 3.125% Senior Notes
due 2027
Supplemental Indenture No. 7, dated as of April 6,
2017, to Indenture dated as of May 23, 2013, by and
among the Company, U.S. Bank National Association,
as Trustee, and Elavon Financial Services DAC, UK
Branch, as Paying Agent, for the 1.375% Senior Notes
due 2025
Supplemental Indenture No. 8, dated as of June 30,
2017, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 3.55% Senior Notes
due 2027
Supplemental Indenture No. 9, dated as of December
8, 2017, to Indenture dated as of May 23, 2013, by
and between the Company and U.S. Bank National
Association, as Trustee, for the 3.600% Senior Notes
due 2028
Supplemental Indenture No. 10, dated as of May 22,
2018, to Indenture dated as of May 23, 2013, by and
among the Company and U.S. Bank National
Association, as Trustee, and Elavon Financial
Services DAC, UK Branch, as Paying Agent, for the
1.950% Senior Notes due 2026
Supplemental Indenture No. 11, dated as of March 15,
2019, to Indenture dated as of May 23, 2013, by and
between the Company and U.S. Bank National
Association, as Trustee, for the 3.375% Senior Notes
due 2024 and the 3.950% Senior Notes due 2029
Indenture dated as of June 4, 2019, by and between
the Company and U.S. Bank National Association, as
Trustee
Supplemental Indenture No. 1, dated as of June 13,
2019, to Indenture dated as of June 4, 2019, by and
between American Tower Corporation and U.S. Bank
National Association, as Trustee, for the 2.950%
Senior Notes due 2025 and the 3.800% Senior Notes
due 2029
65
8-K001-
14195
May 7, 2015
4.1
8-K001-
14195
January 12,
2016
8-K001-
14195
May 13,
2016
8-K
001-14195
September
30, 2016
8-K001-
14195
8-K001-
14195
April 6,
2017
June 30,
2017
8-K
001-14195
December
8, 2017
8-K001-
14195
May 22,
2018
8-K001-
14195
March 15,
2019
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
S-3ASR
333-231931
June 4, 2019
4.22
8-K001-
14195
June 13,
2019
4.1
Exhibit
No.
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
Description of Document
Supplemental Indenture No. 2, dated as of October 3,
2019, to Indenture dated as of June 4, 2019, by and
between American Tower Corporation and U.S. Bank
National Association, as Trustee, for the 2.750%
Senior Notes due 2027 and the 3.700% Senior Notes
due 2049
Supplemental Indenture No. 3, dated as of January 10,
2020, to Indenture dated as of June 4, 2019, by and
between American Tower Corporation and U.S. Bank
National Association, as Trustee, for the 2.400%
Senior Notes due 2025 and the 2.900% Senior Notes
due 2030
Supplemental Indenture No. 4, dated as of June 3,
2020, to Indenture dated as of June 4, 2019, by and
between American Tower Corporation and U.S. Bank
National Association, as Trustee, for the 1.300%
Senior Notes due 2025, the 2.100% Senior Notes due
2030 and the 3.100% Senior Notes due 2050
Supplemental Indenture No. 5, dated as of September
10, 2020, to Indenture dated as of June 4, 2019, by
and among the Company, U.S. Bank National
Association, as Trustee, and Elavon Financial
Services DAC, UK Branch, as Paying Agent, for the
0.500% Senior Notes due 2028 and the 1.000% Senior
Notes due 2032
Supplemental Indenture No. 6, dated as of September
28, 2020, to Indenture dated as of June 4, 2019, by
and between American Tower Corporation and U.S.
Bank National Association, as Trustee, for the 1.875%
Senior Notes due 2030
Supplemental Indenture No. 7, dated as of November
20, 2020, to Indenture dated as of June 4, 2019, by
and between American Tower Corporation and U.S.
Bank National Association, as Trustee, for the 0.600%
Senior Notes due 2024, the 1.500% Senior Notes due
2028 and the 2.950% Senior Notes due 2051
Supplemental Indenture No. 8, dated as of March 29,
2021, to Indenture dated as of June 4, 2019, by and
between American Tower Corporation and U.S. Bank
National Association, as Trustee, for the 1.600%
Senior Notes due 2026 and the 2.700% Senior Notes
due 2031
Supplemental Indenture No. 9, dated as of May 21,
2021, to Indenture dated as of June 4, 2019, by and
among the Company, U.S. Bank National Association,
as Trustee, and Elavon Financial Services DAC, UK
Branch, as Paying Agent, for the 0.450% Senior Notes
due 2027, the 0.875% Senior Notes due 2029 and the
1.250% Senior Notes due 2033
Supplemental Indenture No. 10, dated as of September
27, 2021, to Indenture dated as of June 4, 2019, by
and between American Tower Corporation and U.S.
Bank National Association, as Trustee, for the 1.450%
Senior Notes due 2026 and the 2.300% Senior Notes
due 2031
66
Incorporated By Reference
Form
File No.
Date of Filing
Exhibit
No.
8-K001-
14195
October 3,
2019
4.1
8-K001-
14195
January 10,
2020
4.1
8-K001-
14195
June 3, 2020
4.1
8-K
001-14195
September
10, 2020
8-K001-
14195
September
28, 2020
8-K001-
14195
November
20, 2020
8-K001-
14195
March 29,
2021
8-K001-
14195
May 21,
2021
8-K001-
14195
September
27, 2021
4.1
4.1
4.1
4.1
4.1
4.1
Description of Document
Form
File No.
Date of Filing
Incorporated By Reference
Exhibit
No.
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
Supplemental Indenture No. 11, dated as of October 5,
2021, to Indenture dated as of June 4, 2019, by and
among the Company, U.S. Bank National Association,
as Trustee, and Elavon Financial Services DAC, UK
Branch, as Paying Agent, for the 0.400% Senior Notes
due 2027 and the 0.950% Senior Notes due 2030
Supplemental Indenture No. 12, dated as of April 1,
2022, by and between American Tower Corporation
and U.S. Bank Trust Company, National Association,
as Trustee, for the 3.650% Senior Notes due 2027 and
the 4.050% Senior Notes due 2032
Indenture dated as of June 1, 2022, by and between
the Company and U.S. Bank Trust Company, National
Association, as TrusteeS-3ASR
Supplemental Indenture No. 1, dated as of March 3,
2023, to Indenture dated as of June 1, 2022, by and
between American Tower Corporation and U.S. Bank
Trust Company, National Association, as Trustee, for
the 5.500% Senior Notes due 2028 and the 5.650%
Senior Notes due 2033
Supplemental Indenture No. 2, dated as of May 16,
2023, to Indenture dated as of June 1, 2022 by and
among the Company, U.S. Bank Trust Company,
National Association, as Trustee, and Elavon
Financial Services DAC, UK Branch, as Paying
Agent, for the 4.125% Senior Notes due 2027 and the
4.625% Senior Notes due 2031
Supplemental Indenture No. 3, dated as of May 25,
2023, to Indenture dated as of June 1, 2022, by and
between American Tower Corporation and U.S. Bank
Trust Company, National Association, as Trustee, for
the 5.250% Senior Notes due 2028 and the 5.550%
Senior Notes due 2033
Supplemental Indenture No. 4, dated as of September
15, 2023, to Indenture dated as of June 1, 2022, by
and between American Tower Corporation and U.S.
Bank Trust Company, National Association, as
Trustee, for the 5.800% Senior Notes due 2028 and
the 5.900% Senior Notes due 2033
Third Amended and Restated Indenture, dated May
29, 2015, by and between GTP Acquisition Partners I,
LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC,
GTP South Acquisitions II, LLC, GTP Acquisition
Partners II, LLC, GTP Acquisition Partners, III, LLC,
GTP Infrastructure I, LLC, GTP Infrastructure II,
LLC, GTP Infrastructure III, LLC, GTP Towers VIII,
LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP
Towers IV, LLC, GTP Towers V, LLC, GTP Towers
VII, LLC, GTP Towers IX, LLC, PCS Structures
Towers, LLC and GTP TRS I LLC, as Obligors, and
The Bank of New York Mellon, as Trustee
4.31
Series 2015-2 Supplement, dated May 29, 2015, to the
Third Amended and Restated Indenture dated May 29,
2015
67
Exhibit
No.
4.1
4.1
8-K001-
14195
October 5,
2021
8-K
001-14195
April 1,
2022
333-265348
June 1, 2022
4.32
8-K001-
14195
March 3,
2023
4.1
8-K001-
14195
May 16,
2023
8-K001-
14195
May 25,
2023
4.1
4.1
8-K001-
14195
September
15, 2023
4.1
10-Q
001-14195
10-Q
001-14195
July 29,
2015
July 29,
2015
4.2
4.4
Exhibit
No.
4.32
Description of Document
Description of Registrant’s Securities
Form
Filed
herewith
as
Exhibit
4.32
10.1
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
American Tower Corporation 2000 Employee Stock
Purchase Plan, as amended and restated
American Tower Corporation 2007 Equity Incentive
Plan
Amendment to American Tower Corporation 2007
Equity Incentive Plan
Form of Restricted Stock Unit Agreement (U.S.
Employee / Non-Employee Director) (For grants
made beginning March 1, 2019 - December 4, 2022
(Non-Employee Directors) / September 30, 2023 (U.S.
Employees)) Pursuant to the American Tower
Corporation 2007 Equity Incentive Plan, as amended
Form of Restricted Stock Unit Agreement (Non-U.S.
Employee) (For grants made beginning March 1,
2019) Pursuant to the American Tower Corporation
2007 Equity Incentive Plan, as amended
Form of Notice of Grant of Performance-Based
Restricted Stock Units Agreement (U.S. Employee)
(For grants made beginning April 11, 2020) Pursuant
to the American Tower Corporation 2007 Equity
Incentive Plan, as amended8-K/
Form of Notice of Grant of Performance-Based
Restricted Stock Units Agreement (Non-U.S.
Employee) (For grants made beginning June 1, 2021)
Pursuant to the American Tower Corporation 2007
Equity Incentive Plan, as amended
Form of Restricted Stock Unit Agreement (Non-
Employee Director) (For grants made beginning
December 5, 2022) Pursuant to the American Tower
Corporation 2007 Equity Incentive Plan, as amended
Form of Restricted Stock Units Agreement (U.S.
Employee) (For grants made October 1, 2023 –
December 31, 2023) Pursuant to the American Tower
Corporation 2007 Equity Incentive Plan, as amended
Form of Restricted Stock Units Agreement (Non-U.S.
Employee) (For grants made October 1, 2023 –
December 31, 2023) Pursuant to the American Tower
Corporation 2007 Equity Incentive Plan, as amended
Form of Restricted Stock Units Agreement (Non-
Employee Director) (For grants made beginning
October 1, 2023) Pursuant to the American Tower
Corporation 2007 Equity Incentive Plan, as amended
Form of Notice of Grant of Performance-Based
Restricted Stock Units Agreement (U.S. Employee)
(For grants made beginning October 1, 2023) Pursuant
to the American Tower Corporation 2007 Equity
Incentive Plan, as amended
68
Incorporated By Reference
File No.
Date of Filing
Exhibit
No.
—
—
10-Q
001-14195
October 28,
2021
—
10.1
DEF 14A
001-14195
8-K001-
14195
March 22,
2017
Annex
A
March 14,
2017
10.1
10-K
001-14195
February
27, 2019
10.10
10-K
001-14195
February
27, 2019
10.11
A
001-14195
April 16,
2020
10.1
10-Q
001-14195
10-K
001-14195
July 29,
2021
February
23, 2023
10.1
10.9
10-Q
001-14195
October 26,
2023
10.1
10-Q
001-14195
October 26,
2023
10.2
10-Q
001-14195
October 26,
2023
10.3
10-Q
001-14195
October 26,
2023
10.4
Exhibit
No.
10.13*
10.14*
10.15*
10.16
10.17
10.18
10.19
10.20
10.21
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
Form of Notice of Grant of Performance-Based
Restricted Stock Units Agreement (Non-U.S.
Employee) (For grants made beginning October 1,
2023) Pursuant to the American Tower Corporation
2007 Equity Incentive Plan, as amended
Form of Restricted Stock Units Agreement (U.S.
Employee) (For grants made beginning January 1,
2024) Pursuant to the American Tower Corporation
2007 Equity Incentive Plan, as amended
Form of Restricted Stock Units Agreement (Non-U.S.
Employee) (For grants made beginning January 1,
2024) Pursuant to the American Tower Corporation
2007 Equity Incentive Plan, as amended
Second Amended and Restated Loan and Security
Agreement, dated as of March 29, 2018, by and
between American Tower Asset Sub, LLC and
American Tower Assets Sub II, LLC, as Borrowers,
and U.S. Bank National Association, as Trustee for
American Tower Trust I, as Lender
Second Supplement and Amendment dated as of
March 13, 2023 to the Second Amended and Restated
Loan and Security Agreement dated as of March 29,
2018, by and among American Tower Asset Sub, LLC
and American Tower Asset Sub II, LLC, as
Borrowers, and U.S. Bank Trust Company, National
Association, as Trustee for American Tower Trust I
Secured Tower Revenue Securities as Lender
First Amended and Restated Management Agreement,
dated as of March 15, 2013, by and between American
Tower Asset Sub, LLC and American Tower Asset
Sub II, LLC, as Owners, and SpectraSite
Communications, LLC, as Manager
Second Amended and Restated Trust and Servicing
Agreement, dated as of March 29, 2018, by and
among American Tower Depositor Sub, LLC, as
Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Servicer, and U.S.
Bank National Association, as Trustee
Second Trust Agreement Supplement and Amendment
dated as of March 13, 2023 to Second Amended and
Restated Trust and Servicing Agreement dated as of
March 29, 2018, by and among American Tower
Depositor Sub, LLC, as Depositor, Midland Loan
Services, a Division of PNC Bank, National
Association, as Servicer, and U.S. Bank Trust
Company, National Association, as Trustee
Second Amended and Restated Cash Management
Agreement, dated as of March 29, 2018, by and
among American Tower Asset Sub, LLC and
American Tower Asset Sub II, LLC, as Borrowers,
and U.S. Bank National Association, as Trustee for
American Tower Trust I Secured Tower Revenue
Securities, as Lender, Midland Loan Services, a
Division of PNC Bank, National Association, as
Servicer, U.S. Bank National Association, as Agent,
and SpectraSite Communications, LLC, as Manager
69
10-Q
001-14195
October 26,
2023
10.5
Filed
herewith
as
Exhibit
10.14
Filed
herewith
as
Exhibit
10.15
—
—
—
—
—
—
10-Q
001-14195
May 2, 2018
10.2
10-Q
001-14195
April 26,
2023
10.1
10-Q
001-14195
May 1, 2013
10.2
10-Q
001-14195
May 2, 2018
10.3
10-Q
001-14195
April 26,
2023
10.3
10-Q
001-14195
May 2, 2018
10.4
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
Exhibit
No.
10.22
10.23
10.24
First Amendment dated as of March 13, 2023 to the
Second Amended and Restated Cash Management
Agreement dated as of March 29, 2018, by and among
American Tower Asset Sub, LLC, American Tower
Asset Sub II, LLC, the Borrowers party thereto, U.S.
Bank Trust Company, National Association, as
Trustee for American Tower Trust I Secured Tower
Revenue Securities as Lender, Midland Loan
Services, a Division of PNC Bank, National
Association, as Servicer, U.S. Bank National
Association, as Agent, and Spectrasite
Communications, LLC, as Manager
Agreement to Sublease by and among ALLTEL
Communications, Inc. the ALLTEL entities and
American Towers, Inc. and American Tower
Corporation, dated December 19, 2000
Lease and Sublease, dated as of December 14, 2000,
by and among SBC Tower Holdings LLC, Southern
Towers, Inc., SBC Wireless, LLC and SpectraSite
Holdings, Inc.
10.25*
*
Amendment to Lease and Sublease, dated September
30, 2008, by and between SpectraSite, LLC, American
Tower Asset Sub II, LLC, SBC Wireless, LLC and
SBC Tower Holdings LLC
10.26*
Summary Compensation Information for Current
Named Executive Officers
10.27
Form of Waiver and Termination Agreement
10.28*
American Tower Corporation Severance Plan, as
Amended and Restated, as of January 1, 2024
10.29*
American Tower Corporation Severance Plan,
Program for Executive Vice Presidents and Chief
Executive Officer, as of January 1, 2024
10.30*
Letter Agreement, dated as of October 25, 2023, by
and between the Company and Eugene M. Noel
10.31*
Letter Agreement, dated as of February 5, 2024, by
and between the Company and Steven O. Vondran
70
10-Q
001-14195
10-K
001-14195
April 26,
2023
April 2,
2001
10.2
2.2
SpectraSi
te
Holdings,
Inc.
Quarterly
Report on
Form 10-
Q
000-27217
May 11,
2001
10.2
10-Q
001-14195
May 8, 2009
10.7
8-K001-
14195
8-K001-
14195
March 1,
2022
March 5,
2009
Item
5.02(e)
10.4
Filed
herewith
as
Exhibit
10.28
Filed
herewith
as
Exhibit
10.29
Filed
herewith
as
Exhibit
10.30
Filed
herewith
as
Exhibit
10.31
—
—
—
—
—
—
—
—
—
—
—
—
Exhibit
No.
10.32
10.33
10.34
10.35
10.36
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
3-Year Term Loan Agreement, dated as of February
10, 2021, among the Company, as Borrower, Bank of
America, N.A., as Administrative Agent, TD
Securities (USA), LLC and Mizuho Bank, Ltd. as
Syndication Agents, BofA Securities, Inc., TD
Securities (USA), LLC, Mizuho Bank, Ltd., Barclays
Bank PLC, Citibank, N.A., JPMorgan Chase Bank,
N.A., RBC Capital Markets and Morgan Stanley
MUFG Loan Partners, LLC as Joint Lead Arrangers
and Joint Bookrunners, and Barclays Bank PLC,
Citibank, N.A., JPMorgan Chase Bank, N.A., Royal
Bank of Canada and Morgan Stanley MUFG Loan
Partners, LLC, as Co-Documentation Agents
First Amendment to 3-Year Term Loan Agreement,
dated as of December 8, 2021, among the Company,
as Borrower, Bank of America, N.A., as
Administrative Agent, and certain other lenders under
the Company’s 3-Year Term Loan Agreement, dated
as of February 10, 2021
Third Amended and Restated Multicurrency
Revolving Credit Agreement, dated as of December 8,
2021, among the Company and certain of its
subsidiaries, as Borrower, Toronto Dominion (Texas)
LLC, as Administrative Agent and Swingline Lender,
BofA Securities, Inc., TD Securities (USA) LLC,
Mizuho Bank, Ltd., Barclays Bank PLC, Citibank,
N.A., JPMorgan Chase Bank, N.A., RBC Capital
Markets and Morgan Stanley MUFG Loan Partners,
LLC, as Joint Lead Arrangers and Joint Bookrunners,
Mizuho Bank, Ltd., as Syndication Agent, and BofA
Securities, Inc., Barclays Bank PLC, Citibank, N.A,
JPMorgan Chase Bank, N.A., Royal Bank of Canada
and Morgan Stanley MUFG Loan Partners, LLC, as
Co-Documentation Agents
Amendment No. 1 to the Third Amended and Restated
Multicurrency Revolving Credit Agreement, dated as
of June 29, 2023, among the Company and certain of
its subsidiaries as borrowers, Toronto Dominion
(Texas) LLC, as administrative agent, and a majority
of lenders under the Third Amended and Restated
Multicurrency Revolving Credit Agreement, dated as
of December 8, 2021
Fourth Amended and Restated Revolving Credit
Agreement, dated as of December 8, 2021, among the
Company, as Borrowers, Toronto Dominion (Texas)
LLC, as Administrative Agent and Swingline Lender,
BofA Securities, Inc., TD Securities (USA) LLC,
Mizuho Bank, Ltd., Barclays Bank PLC, Citibank,
N.A., JPMorgan Chase Bank, N.A., RBC Capital
Markets and Morgan Stanley MUFG Loan Partners,
LLC, as Joint Lead Arrangers and Joint Bookrunners,
Mizuho Bank, Ltd., as Syndication Agent, and BofA
Securities, Inc., Barclays Bank PLC, Citibank, N.A,
JPMorgan Chase Bank, N.A., Royal Bank of Canada
and Morgan Stanley MUFG Loan Partners, LLC, as
Co-Documentation Agents
71
10-K
001-14195
February
25, 2021
10.45
10-K
001-14195
February
25, 2022
10.28
10-K
001-14195
February
25, 2022
10.29
10-Q
001-14195
July 27,
2023
10.2
10-K
001-14195
February
25, 2022
10.30
Exhibit
No.
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
Amendment No. 1 to the Fourth Amended and
Restated Revolving Credit Agreement, dated as of
June 29, 2023, among the Company and certain of its
subsidiaries as borrowers, Toronto Dominion (Texas)
LLC, as administrative agent, and a majority of
lenders under the Fourth Amended and Restated
Revolving Credit Agreement, dated as of December 8,
2021
Second Amended and Restated Term Loan
Agreement, dated as of December 8, 2021, among the
Company, as Borrower, Mizuho Bank, Ltd., as
Administrative Agent; TD Securities (USA) LLC, as
Syndication Agent, Bank of America, N.A., Barclays
Bank PLC, Citibank, N.A, JPMorgan Chase Bank,
N.A., Morgan Stanley MUFG Loan Partners, LLC
and Royal Bank of Canada as Co-Documentation
Agents, Mizuho Bank, Ltd., TD Securities (USA)
LLC, Barclays Bank PLC, BofA Securities, Inc.,
Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan
Stanley MUFG Loan Partners, LLC and RBC Capital
Markets as Joint Lead Arrangers and Joint
Bookrunners, and the several other lenders that are
parties thereto
Amendment No. 1 to the Second Amended and
Restated Term Loan Agreement, dated as of June 29,
2023, among the Company, as borrower, Mizuho
Bank, Ltd., as administrative agent, and a majority of
the lenders under the Second Amended and Restated
Term Loan Agreement, dated as of December 8, 2021
Master Agreement, dated as of February 5, 2015,
among the Company and Verizon Communications
Inc.
Master Prepaid Lease, dated as of March 27, 2015,
among certain subsidiaries of the Company and
Verizon Communications Inc.
Sale Site Master Lease Agreement, dated as of March
27, 2015, among certain subsidiaries of the Company,
Verizon Communications Inc. and certain of its
subsidiaries
MPL Site Master Lease Agreement, dated as of March
27, 2015, among Verizon Communications Inc. and
certain of its subsidiaries and ATC Sequoia LLC
Management Agreement, dated as of March 27, 2015,
among Verizon Communications Inc., and certain of
its subsidiaries and ATC Sequoia LLC
Agreement For the Sale and Purchase of the Towers
Europe Division of Telxius Telecom, S.A., dated as of
January 13, 2021, between Telxius Telecom, S.A. and
American Tower International, Inc.
Agreement For the Sale and Purchase of the Towers
LatAm Division of Telxius Telecom, S.A., dated as of
January 13, 2021, between Telxius Telecom, S.A. and
American Tower International, Inc.
72
10-Q
001-14195
July 27,
2023
10.3
10-K
001-14195
February
25, 2022
10.31
10-Q
001-14195
10-K
001-14195
10-Q
001-14195
10-Q
001-14195
July 27,
2023
February
24, 2015
April 30,
2015
April 30,
2015
10.1
10.45
10.8
10.9
10-Q
001-14195
April 30,
2015
10.10
10-Q
001-14195
April 30,
2015
10.11
10-K
001-14195
February
25, 2021
10.41
10-K
001-14195
February
25, 2021
10.42
Exhibit
No.
21
Subsidiaries of the Company
Description of Document
Form
File No.
Date of Filing
Exhibit
No.
Incorporated By Reference
23
Consent of Independent Registered Public Accounting
Firm—Deloitte & Touche LLP
31.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32
97
101
Certifications filed pursuant to 18. U.S.C. Section
1350
American Tower Corporation Compensation
Recovery Policy
The following materials from American Tower
Corporation’s Annual Report on Form 10-K for the
year ended December 31, 2020, formatted in XBRL
(Extensible Business Reporting Language):
101.SCH—Inline XBRL Taxonomy Extension
Schema Document
101.CAL—Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.LAB—Inline XBRL Taxonomy Extension Label
Linkbase Document
101.PRE—Inline XBRL Taxonomy Extension
Presentation Linkbase Document
101.DEF—Inline XBRL Taxonomy Extension
Definition
Filed
herewith
as
Exhibit
21
Filed
herewith
as
Exhibit
23
Filed
herewith
as
Exhibit
31.1
Filed
herewith
as
Exhibit
31.2
Filed
herewith
as
Exhibit
32
Filed
herewith
as
Exhibit
97
Filed
herewith
as
Exhibit
101
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
——
—
—
*
**
Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K
pursuant to Item 15(a)(3).
The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The
confidential portions of the exhibit have been omitted and are marked by an asterisk.
73
ITEM 16.
FORM 10-K SUMMARY
None.
74
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of February,
2024.
SIGNATURES
AMERICAN TOWER CORPORATION
By:
/S/
STEVEN O. VONDRAN
Steven O. Vondran
President and Chief Executive Officer
75
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/S/ STEVEN O. VONDRAN
Steven O. Vondran
/S/ RODNEY M. SMITH
Rodney M. Smith
/S/ ROBERT J. MEYER
Robert J. Meyer
/S/ KELLY C. CHAMBLISS
Kelly C. Chambliss
/S/ TERESA H. CLARKE
Teresa H. Clarke
/S/ RAYMOND P. DOLAN
Raymond P. Dolan
/S/ KENNETH R. FRANK
Kenneth R. Frank
/S/ ROBERT D. HORMATS
Robert D. Hormats
/S/ GRACE D. LIEBLEIN
Grace D. Lieblein
/S/ CRAIG MACNAB
Craig Macnab
/S/
JOANN A. REED
JoAnn A. Reed
/S/ PAMELA D. A. REEVE
Pamela D. A. Reeve
/S/ BRUCE L. TANNER
Bruce L. Tanner
/S/ SAMME L. THOMPSON
Samme L. Thompson
President and Chief Executive Officer
(Principal Executive Officer), Director
February 27, 2024
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Senior Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
Chair of the Board, Director
February 27, 2024
February 27, 2024
February 27, 2024
Director
Director
76
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Page
2
4
5
6
7
8
9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the
“Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income,
equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the
schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 27, 2024, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Determination of fair value of the Spain reporting unit - Refer to Notes 1, 5, 11, and 16 to the financial statements.
Critical Audit Matter Description
The Company reviews goodwill for impairment at least annually or whenever events or circumstances indicate the carrying
value of an asset may not be recoverable. The Company’s evaluation of recovery of goodwill involves the comparison of the
carrying amount of a reporting unit, inclusive of allocated goodwill, to the fair value of the applicable reporting unit. If
goodwill is determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the
reporting unit exceeds the fair value of the reporting unit. Fair value is generally determined using discounted forecasted cash
flows.
The Company performed its annual impairment test as of December 31, 2023 for the Spain reporting unit. The resulting fair
value was compared to the reporting unit’s carrying amount, which indicated that the carrying amount exceeded the estimated
fair value. Accordingly, the Company recorded an impairment charge of $80.0 million in the consolidated statement of
operations. The remaining goodwill allocated to the Spain reporting unit as of December 31, 2023 was $737.6 million.
We identified the determination of the fair value of the Spain reporting unit, along with the resulting impairment charge, as a
critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit. There
F-2
was a high degree of auditor judgment in evaluating management’s assumptions and estimates related to revenue growth rate,
margin projections, and discount rate used in the determination of fair value based upon a discounted cash flow model.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of fair value of the Spain reporting unit and the recording of a goodwill
impairment charge included the following, among others:
• We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those
over the determination of the fair value of the Spain reporting unit.
• We evaluated the reasonableness of management’s future contracted revenue, revenue growth rates, and margin
projections used in the discounted cash flow model to:
◦
◦
◦
Historical results.
Internal communications to management and the Board of Directors and external communications to
investors.
Forecasted information included in analyst and industry reports for the Company and the Spanish market.
• With the assistance of our business valuation specialists, we evaluated the reasonableness of the discount rate used in
the discounted cash flow model.
• We recalculated the carrying amount of the reporting unit.
• We reperformed the comparison of the fair value to the carrying amount and recalculated the amount of the resulting
impairment charge.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 27, 2024
We have served as the Company’s auditor since 1997.
F-3
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share count and per share data)
December 31, 2023
December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................................................................ $
Restricted cash ..............................................................................................
Accounts receivable, net...............................................................................
Prepaid and other current assets ...................................................................
Total current assets ................................................................................
PROPERTY AND EQUIPMENT, net ................................................................
GOODWILL ........................................................................................................
OTHER INTANGIBLE ASSETS, net.................................................................
DEFERRED TAX ASSET ..................................................................................
DEFERRED RENT ASSET ................................................................................
RIGHT-OF-USE ASSET.....................................................................................
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS..................
TOTAL ................................................................................................................ $
LIABILITIES
CURRENT LIABILITIES:
Accounts payable.......................................................................................... $
Accrued expenses .........................................................................................
Distributions payable ....................................................................................
Accrued interest ............................................................................................
Current portion of operating lease liability...................................................
Current portion of long-term obligations......................................................
Unearned revenue .........................................................................................
Total current liabilities ..........................................................................
LONG-TERM OBLIGATIONS ..........................................................................
OPERATING LEASE LIABILITY.....................................................................
ASSET RETIREMENT OBLIGATIONS ...........................................................
DEFERRED TAX LIABILITY...........................................................................
OTHER NON-CURRENT LIABILITIES...........................................................
Total liabilities.......................................................................................
COMMITMENTS AND CONTINGENCIES
EQUITY (shares in thousands):
Common stock: $0.01 par value; 1,000,000 shares authorized; 477,300
and 476,623 shares issued; and 466,296 and 465,619 shares outstanding,
respectively ...................................................................................................
Additional paid-in capital .............................................................................
Distributions in excess of earnings ...............................................................
Accumulated other comprehensive loss .......................................................
Treasury stock (11,004 shares at cost)..........................................................
Total American Tower Corporation equity ...........................................
Noncontrolling interests................................................................................
Total equity............................................................................................
TOTAL ................................................................................................................ $
$
$
$
1,973.3
120.1
669.7
946.9
3,710.0
19,788.8
12,639.0
16,520.7
179.1
3,521.8
8,878.8
789.4
66,027.6
258.7
1,280.6
906.2
387.0
794.6
3,187.5
434.7
7,249.3
35,734.0
7,438.7
2,158.2
1,361.4
1,220.6
55,162.2
4.8
14,872.9
(3,638.8)
(5,739.5)
(1,301.2)
4,198.2
6,667.2
10,865.4
66,027.6
$
2,028.4
112.3
758.3
723.3
3,622.3
19,998.3
12,956.7
17,983.3
129.2
3,039.1
8,918.9
546.7
67,194.5
218.6
1,344.2
745.3
261.0
788.9
4,514.2
439.7
8,311.9
34,156.0
7,591.9
2,047.4
1,492.0
1,186.8
54,786.0
4.8
14,689.0
(2,101.9)
(5,718.3)
(1,301.2)
5,572.4
6,836.1
12,408.5
67,194.5
See accompanying notes to consolidated financial statements.
F-4
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
REVENUES:........................................................................................................
Property......................................................................................................... $
Services .........................................................................................................
Total operating revenues........................................................................
$
11,001.2
143.0
11,144.2
$
10,470.0
241.1
10,711.1
9,109.6
247.3
9,356.9
Year Ended December 31,
2023
2022
2021
OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
Property ...................................................................................................
Services....................................................................................................
Depreciation, amortization and accretion .....................................................
Selling, general, administrative and development expense ..........................
Other operating expenses ..............................................................................
Goodwill impairment ....................................................................................
Total operating expenses .......................................................................
OPERATING INCOME ......................................................................................
OTHER INCOME (EXPENSE):
Interest income..............................................................................................
Interest expense.............................................................................................
Loss on retirement of long-term obligations.................................................
Other (expense) income (including foreign currency (losses) gains of
$(330.8), $449.4, and $557.9 respectively)...................................................
Total other expense................................................................................
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES.................................................................................................................
Income tax provision.....................................................................................
NET INCOME .....................................................................................................
Net loss attributable to noncontrolling interests ...........................................
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER
CORPORATION COMMON STOCKHOLDERS ............................................. $
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common
stockholders .................................................................................................. $
Diluted net income attributable to American Tower Corporation common
stockholders .................................................................................................. $
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in
thousands):
3,200.5
60.1
3,086.5
992.5
377.7
402.0
8,119.3
3,024.9
143.4
(1,398.2)
(0.3)
(248.5)
(1,503.6)
1,521.3
(154.2)
1,367.1
116.2
3,156.4
107.4
3,355.1
972.3
767.6
—
8,358.8
2,352.3
71.6
(1,136.5)
(0.4)
433.7
(631.6)
1,720.7
(24.0)
1,696.7
69.1
2,585.3
96.7
2,332.6
811.6
398.7
—
6,224.9
3,132.0
40.4
(870.9)
(38.2)
566.1
(302.6)
2,829.4
(261.8)
2,567.6
0.1
1,483.3
$
1,765.8
$
2,567.7
3.18
3.18
$
$
3.83
3.82
$
$
5.69
5.66
BASIC ...............................................................................................................
DILUTED..........................................................................................................
466,063
467,162
461,519
462,750
451,498
453,294
See accompanying notes to consolidated financial statements.
F-5
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income ...................................................................................................... $
1,367.1 $
1,696.7 $
2,567.6
Year Ended December 31,
2023
2022
2021
Other comprehensive (loss) income:
Changes in fair value of cash flow hedges, each net of tax expense
of $0 ..................................................................................................
Reclassification of unrealized losses on cash flow hedges to net
income, each net of tax expense of $0..............................................
Foreign currency translation adjustments, net of tax expense
(benefit) of $0.3, $(0.8), and $(0.0), respectively.............................
Other comprehensive income (loss)................................................................
Comprehensive income...................................................................................
Comprehensive loss attributable to noncontrolling interests ..........................
Allocation of accumulated other comprehensive income resulting from
purchases of noncontrolling interest and redeemable noncontrolling
interests ...........................................................................................................
—
—
60.2
60.2
1,427.3
34.8
—
—
(1,165.0)
(1,165.0)
531.7
254.7
(0.0)
0.1
(1,150.2)
(1,150.1)
1,417.5
169.6
—
—
1.1
Comprehensive income attributable to American Tower Corporation
stockholders .................................................................................................... $
1,462.1 $
786.4 $
1,588.2
See accompanying notes to consolidated financial statements.
F-6
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-
F
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions)
Year Ended December 31,
2022
2023
2021
$
1,367.1
$
1,696.7
$
2,567.6
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .......................................................................................................................................
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion................................................................................
Stock-based compensation expense ........................................................................................
Loss on investments, unrealized foreign currency (gain) loss and other non-cash expense ...
Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger
related expenses.......................................................................................................................
Loss on early retirement of long-term obligations ..................................................................
Amortization of deferred financing costs, debt discounts and premiums and other non-cash
interest .....................................................................................................................................
Deferred income taxes.............................................................................................................
Changes in assets and liabilities, net of acquisitions:
Accounts receivable ................................................................................................................
Prepaid and other assets ..........................................................................................................
Deferred rent asset...................................................................................................................
Right-of-use asset and Operating lease liability, net...............................................................
Accounts payable and accrued expenses.................................................................................
Accrued interest.......................................................................................................................
Unearned revenue....................................................................................................................
Other non-current liabilities ....................................................................................................
Cash provided by operating activities .......................................................................................................
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities ...............................
Payments for acquisitions, net of cash acquired...............................................................................
Proceeds from sales of short-term investments and other non-current assets..................................
Payment for investments in equity securities ...................................................................................
Deposits and other ............................................................................................................................
Cash used for investing activities..............................................................................................................
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings, net .......................................................................................
Borrowings under credit facilities ....................................................................................................
Proceeds from issuance of senior notes, net.....................................................................................
Proceeds from term loans .................................................................................................................
Proceeds from issuance of securities in securitization transaction...................................................
Repayments of notes payable, credit facilities, senior notes, secured debt, short-term
borrowings, term loans and finance leases.......................................................................................
Contributions from noncontrolling interest holders .........................................................................
Distributions to noncontrolling interest holders...............................................................................
Purchases of common stock .............................................................................................................
Proceeds from stock options and employee stock purchase plan.....................................................
Distributions paid on common stock................................................................................................
Proceeds from the issuance of common stock, net...........................................................................
Payment for early retirement of long-term obligations ....................................................................
Deferred financing costs and other financing activities ...................................................................
Purchases of redeemable noncontrolling interests ...........................................................................
Cash (used for) provided by financing activities.......................................................................................
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted
cash............................................................................................................................................................
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED
CASH ........................................................................................................................................................
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR.............
3,086.5
195.7
279.0
739.9
0.3
49.8
(182.0)
(34.5)
(342.6)
(472.0)
(103.7)
(11.9)
128.6
(43.4)
65.6
4,722.4
(1,798.1)
(168.0)
17.3
—
253.3
(1,695.5)
148.7
6,120.0
5,678.3
—
1,300.0
(13,230.3)
4.1
(46.5)
—
22.1
(2,949.3)
—
—
(144.5)
—
(3,097.4)
23.2
(47.3)
2,140.7
3,355.1
169.3
(401.2)
684.3
0.4
47.5
(236.7)
(78.6)
(196.1)
(499.8)
(9.3)
(48.2)
6.6
(818.9)
25.1
3,696.2
(1,873.6)
(549.0)
19.6
—
47.8
(2,355.2)
28.8
4,190.0
1,293.6
—
—
(9,625.5)
3,120.8
(10.9)
(18.8)
32.4
(2,630.4)
2,291.7
—
(94.9)
—
(1,423.2)
(120.4)
(202.6)
2,343.3
2,332.6
119.5
(535.2)
196.4
38.2
39.9
(41.2)
(191.7)
(33.2)
(465.6)
(32.7)
33.2
42.9
743.8
5.4
4,819.9
(1,376.7)
(19,303.9)
14.3
(25.0)
(0.9)
(20,692.2)
—
12,856.9
6,761.6
7,347.0
—
(13,178.1)
3,078.2
(223.2)
—
96.8
(2,271.0)
2,361.8
(74.0)
(155.8)
(175.7)
16,424.5
(70.3)
481.9
1,861.4
2,343.3
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR...........................
$
2,093.4
$
2,140.7
$
See accompanying notes to consolidated financial statements.
F-8
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business—American Tower Corporation (together with its subsidiaries, “ATC” or the “Company”) is one of the largest global
real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real
estate. The Company’s primary business is the leasing of space on communications sites to wireless service providers, radio and
television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of
other industries. The Company refers to this business, inclusive of its data center business discussed below, as its property
operations. Additionally, the Company offers tower-related services in the United States, which the Company refers to as its
services operations. These services include site application, zoning and permitting (“AZP”), structural and mount analyses and
construction management, which primarily support the Company’s site leasing business, including the addition of new tenants
and equipment on its sites. The Company’s customers include its tenants, licensees and other payers.
The Company’s portfolio primarily consists of towers that it owns and towers that it operates pursuant to long-term lease
arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain
in-building and outdoor wireless environments. In addition to the communications sites in its portfolio, the Company manages
rooftop and tower sites for property owners under various contractual arrangements. The Company also holds other
telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and
third-party tower operators and holds a portfolio of highly interconnected data center facilities and related assets in the United
States that the Company provides for the leasing of space primarily to enterprises, network operators, cloud providers and
supporting service providers.
American Tower Corporation is a holding company that conducts its operations through its directly and indirectly owned
subsidiaries and joint ventures. ATC’s principal domestic operating subsidiaries are American Towers LLC and SpectraSite
Communications, LLC. ATC conducts its international operations primarily through its subsidiary, American Tower
International, Inc., which in turn conducts operations through its various international holding and operating subsidiaries and
joint ventures.
The Company operates as a real estate investment trust for U.S. federal income tax purposes (“REIT”). Accordingly, the
Company generally is not required to pay U.S. federal income taxes on income generated by its REIT operations, including the
income derived from leasing space on its towers and in its data centers, as it receives a dividends paid deduction for
distributions to stockholders that offsets its REIT taxable income and gains. However, the Company remains obligated to pay
U.S. federal income taxes on earnings from its domestic taxable REIT subsidiaries (“TRSs”). In addition, the Company’s
international assets and operations, regardless of their classification for U.S. tax purposes, continue to be subject to taxation in
the jurisdictions where those assets are held or those operations are conducted.
The use of TRSs enables the Company to continue to engage in certain businesses and jurisdictions while complying with REIT
qualification requirements. The Company may, from time to time, change the election of previously designated TRSs to be
included as part of the REIT. As of December 31, 2023, the Company’s REIT-qualified businesses included its U.S. tower
leasing business, a majority of its U.S. indoor DAS networks business, its Services and Data Centers segments, as well as most
of its operations in Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda.
Principles of Consolidation and Basis of Presentation—The accompanying consolidated financial statements include the
accounts of the Company and those entities in which it has a controlling interest. Investments in entities that the Company does
not control are accounted for using the equity method or as investments in equity securities, depending upon the Company’s
ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions have
been eliminated.
As of December 31, 2023, the Company holds (i) a 52% controlling interest in subsidiaries whose holdings consist of the
Company’s operations in France, Germany and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each
as defined in note 15) hold the noncontrolling interests), (ii) a 51% controlling interest in a joint venture whose holdings consist
of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd. (“Confidence Group”) holds the noncontrolling
interest) and (iii) a common equity interest of approximately 72% in the Company’s U.S. data center business (Stonepeak (as
defined and further discussed in note 15) holds approximately 28% of the outstanding common equity and 100% of the
outstanding mandatorily convertible preferred equity). As of December 31, 2023, ATC Europe holds an 87% and an 83%
controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds
the noncontrolling interests). See note 15 for a discussion of changes to the Company’s noncontrolling interests during the years
ended December 31, 2023 and 2022.
F-9
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Sale of Mexico Fiber— On March 29, 2023, the Company completed the sale of one of its subsidiaries in Mexico that held fiber
assets (“Mexico Fiber”) for total consideration of $252.5 million, resulting in a loss on the sale of $80.0 million, which was
included in Other operating expenses in the accompanying consolidated statements of operations. As a result of the transaction,
the Company disposed of $20.7 million of goodwill based on the relative fair value of Mexico Fiber and the portion of the
applicable goodwill reporting unit that was retained. Prior to the divestiture, Mexico Fiber’s operating results were included
within the Latin America property segment. The divestiture did not qualify for presentation as a discontinued operation.
Sale of Poland Subsidiary—On May 31, 2023, the Company completed the sale of its subsidiary in Poland (“ATC Poland”) for
total consideration of 6.7 million EUR (approximately $7.2 million at the date of closing), resulting in a gain on the sale of
$1.1 million, which was included in Other operating expenses in the accompanying consolidated statements of operations. Prior
to the divestiture, ATC Poland’s operating results were included within the Europe property segment. The divestiture did not
qualify for presentation as a discontinued operation.
Reportable Segments—The Company reports its results in seven segments – U.S. & Canada property (which includes all assets
in the United States and Canada, other than the Company’s data center facilities and related assets), Asia-Pacific property,
Africa property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 20.
Significant Accounting Policies and Use of Estimates—The preparation of financial statements in conformity with accounting
principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from
those estimates, and such differences could be material to the accompanying consolidated financial statements. The significant
estimates in the accompanying consolidated financial statements include impairment of long-lived assets (including goodwill),
revenue recognition, rent expense and lease accounting, income taxes and accounting for business combinations and
acquisitions of assets. The Company considers events or transactions that occur after the balance sheet date but before the
financial statements are issued as additional evidence for certain estimates or to identify matters that require additional
disclosure.
Accounts Receivable and Deferred Rent Asset—The Company derives the largest portion of its revenues and corresponding
accounts receivable and the related deferred rent asset from a relatively small number of customers in the telecommunications
industry, and 45% of its current-year revenues are derived from three customers.
The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the
terms of the applicable lease for which revenue is recognized on a straight-line basis over the lease term.
The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent
assets by actively monitoring the creditworthiness of its borrowers and customers. In recognizing customer revenue, the
Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-
line basis. This assessment takes customer credit risk and business and industry conditions into consideration to ultimately
determine the collectibility of the amounts billed. To the extent the amounts, based on management’s estimates, may not be
collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured. Any
amounts that were previously recognized as revenue and are subsequently determined to present a risk of collection are reserved
as bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated
statements of operations.
Accounts receivable is reported net of allowances for doubtful accounts related to estimated losses resulting from a customer’s
inability to make required payments and allowances for amounts invoiced whose collectibility is not reasonably assured. These
allowances are generally estimated based on payment patterns, days past due and collection history, and incorporate changes in
economic conditions that may not be reflected in historical trends, such as customers in bankruptcy, liquidation or
reorganization. Receivables are written-off against the allowances or reserves when they are determined to be uncollectible.
Such determination includes analysis and consideration of the particular conditions of the account. Changes in the allowances
were as follows:
Balance as of January 1,........................................................................................... $
Current year increases ..............................................................................................
Write-offs, recoveries and other...............................................................................
Balance as of December 31,..................................................................................... $
438.7
120.6
(73.2)
486.1
$
$
355.9
168.2
(85.4)
438.7
$
$
247.6
130.9
(22.6)
355.9
Year Ended December 31,
2023
2022
2021
F-10
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Functional Currency—The functional currency of each of the Company’s foreign operating subsidiaries is normally the
respective local currency, except for Costa Rica and Argentina, where the functional currency is the U.S. Dollar. All foreign
currency assets and liabilities held by the subsidiaries are translated into U.S. Dollars at the exchange rate in effect at the end of
the applicable fiscal reporting period and all foreign currency revenues and expenses are translated at the average monthly
exchange rates. Translation adjustments are reflected in equity as a component of Accumulated other comprehensive loss
(“AOCL”) in the consolidated balance sheets and included as a component of Comprehensive income in the consolidated
statements of comprehensive income.
Gains and losses on foreign currency transactions are reflected in Other expense in the consolidated statements of operations.
However, the effect from fluctuations in foreign currency exchange rates on intercompany debt for which repayment is not
anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of
Comprehensive income.
The Company recorded the following net foreign currency (gains) losses:
Year Ended December 31,
2023
2022
2021
Foreign currency (gains) losses recorded in AOCL................................................. $
Foreign currency losses (gains) recorded in Other expense.....................................
Total foreign currency losses (gains) ....................................................................... $
(103.9) $
330.8
$
336.7
(449.4)
226.9
$
(112.7) $
466.5
(557.9)
(91.4)
Adoption of Highly Inflationary Accounting in Ghana—The Ghanaian economy was deemed to be highly inflationary and, as a
result, the Company will adopt highly inflationary accounting as of January 1, 2024 for its subsidiary in Ghana. Under highly
inflationary accounting, the functional currency of its subsidiary in Ghana will become the U.S. Dollar. All monetary and non-
monetary assets and liabilities will be remeasured at the U.S. Dollar to Ghanaian Cedis exchange rate of 1 to 11.95 as of
December 31, 2023. These amounts will become the new basis for those assets and liabilities as of January 1, 2024. Non-
monetary assets and liabilities, as well as the corresponding income statement activities such as depreciation, amortization and
equity, will continue to be measured at the historical exchange rate on December 31, 2023. Gains and losses on foreign
currency arising in connection with the remeasurement of local currency denominated monetary assets and liabilities for foreign
operating subsidiaries in economies that are deemed to be highly inflationary are reflected in Other expense in the consolidated
statements of operations. This change is not expected to have a material impact on the Company’s financial statements, as
Ghana’s assets and revenue are approximately 1% and 1% of consolidated assets and revenue, respectively.
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, demand deposits and short-term investments
with original maturities of three months or less. The Company maintains its deposits at high-quality financial institutions and
monitors the credit ratings of those institutions.
Restricted Cash—Restricted cash includes cash pledged as collateral to secure obligations and all cash whose use is otherwise
limited by contractual provisions.
The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the
total of the same such amounts shown in the statements of cash flows is as follows:
Cash and cash equivalents ....................................................................................... $
Restricted cash .........................................................................................................
Total cash, cash equivalents and restricted cash...................................................... $
Restricted cash as of December 31, 2021 included advance payments from a customer.
Year Ended December 31,
2023
1,973.3
120.1
2,093.4
$
$
2022
2,028.4
112.3
2,140.7
$
$
2021
1,949.9
393.4
2,343.3
Property and Equipment—Property and equipment is recorded at cost or, in the case of acquired properties, at estimated fair
value on the date acquired. Cost for self-constructed sites includes direct materials and labor and certain indirect costs
associated with construction of the site, such as transportation costs, employee benefits and payroll taxes. The Company begins
the capitalization of costs during the pre-construction period, which is the period during which costs are incurred to evaluate the
site, and continues to capitalize costs until the site is substantially completed and ready for occupancy by a customer. Labor and
related costs capitalized for the years ended December 31, 2023, 2022 and 2021 were $64.4 million, $65.2 million and $59.4
million, respectively.
F-11
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Expenditures for repairs and maintenance are expensed as incurred. Augmentation and improvements that extend an asset’s
useful life or enhance capacity are capitalized.
Depreciation expense is recorded using the straight-line method over the assets’ estimated useful lives. Towers and assets on
leased land are depreciated over the estimated useful life of the asset taking into consideration the term of the corresponding
ground lease and residual value.
Towers or assets acquired through finance leases are recorded net at the present value of future minimum lease payments or the
fair value of the leased asset at the inception of the lease. Property and equipment and assets held under finance leases are
amortized over the shorter of the applicable lease term or the estimated useful life of the respective assets for periods generally
not exceeding twenty years.
The Company reviews its asset portfolio for indicators of impairment on an individual site basis. Impairments primarily result
from a site not having current tenant leases or from having expenses in excess of revenues. The Company reviews other long-
lived assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of
the Company’s assets may not be recoverable. The Company records impairment charges, which are discussed in note 16, in
Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such
impairment.
The Company is in the process of finalizing its review of the estimated useful lives of its tower assets. The Company now has
over 20 years of operating history, and it is considering whether it should modify its current estimates for asset lives based on
its historical operating experience. The Company has retained an independent consultant to assist the Company in completing
this review and analysis. The Company currently depreciates its towers on a straight-line basis over the shorter of the term of
the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the
tower, which the Company has historically estimated to be 20 years. Additionally, certain of the Company’s intangible assets
are amortized on a similar basis to its tower assets, as the estimated useful lives of such intangible assets correlate to the useful
life of the towers. If the Company concludes that a revision in the estimated useful lives of its tower assets is appropriate based
on its review and analysis, which the Company expects to conclude in 2024, the Company will account for any changes in the
useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be
recorded prospectively beginning in the period of change. Based on preliminary information obtained to date, the Company
expects that its estimated asset lives may be extended, which would result in an estimated (i) $700 million to $800 million
decrease in depreciation and amortization for the year ended December 31, 2024 and (ii) $450 million to $550 million increase
in the right of use asset, as additional renewal options may be included, with an offsetting adjustment made to increase the
related operating lease liability.
Goodwill and Other Intangible Assets—The Company reviews goodwill for impairment at least annually (as of December 31)
or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.
Goodwill is recorded in the applicable segment and assessed for impairment at the reporting unit level. The Company employs
a discounted cash flow analysis when testing goodwill for impairment. The key assumptions utilized in the discounted cash
flow analysis include current operating performance, terminal revenue growth rate, management’s expectations of future
operating results and cash requirements, the current weighted average cost of capital and an expected tax rate. The Company
compares the fair value of the reporting unit, as calculated under an income approach using future discounted cash flows, to the
carrying amount of the applicable reporting unit. If the carrying amount exceeds the fair value, an impairment loss would be
recognized for the amount of the excess. The loss recognized is limited to the total amount of goodwill allocated to that
reporting unit.
During the year ended December 31, 2023, the Company concluded that a triggering event occurred with respect to its India
reporting unit. As a result, the Company performed a goodwill impairment test based on information observed during its review
of strategic alternatives for this reporting unit. The result of the Company’s goodwill impairment test indicated that the carrying
amount of the Company's India reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill
impairment charge of $322.0 million during the quarter ended September 30, 2023. The Company also performed its annual
goodwill impairment test as of December 31, 2023. The results of the annual goodwill impairment test indicated that the
carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value. As a result, the Company recorded a
goodwill impairment charge of $80.0 million. The goodwill impairment charges are recorded in Goodwill impairment in the
accompanying consolidated statements of operations.
During the years ended December 31, 2023, 2022 and 2021, no other goodwill impairment was identified, as the fair value of
each of the reporting units was in excess of its carrying amount.
F-12
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Intangible assets that are separable from goodwill and are deemed to have a definite life are amortized over their useful lives,
generally ranging from two to twenty years and are evaluated separately for impairment at least annually or whenever events or
circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company reviews its network location intangible assets for indicators of impairment on an individual tower basis.
Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The
Company monitors its tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high
levels of turnover or attrition, the customer’s ability to meet its contractual obligations, non-renewal of a significant number of
contracts or the cancellation or termination of a relationship. The Company assesses recoverability by determining whether the
carrying amount of the related assets will be recovered primarily through projected undiscounted future cash flows. If the
Company determines that the carrying amount of an asset may not be recoverable, the Company measures any impairment loss
based on the projected future discounted cash flows to be provided from the asset or available market information relative to the
asset’s fair value, as compared to the asset’s carrying amount. The Company records impairment charges, which are discussed
in note 16, in Other operating expenses in the consolidated statements of operations in the period in which the Company
identifies such impairment.
Fair Value Measurements—The Company determines the fair value of its financial instruments based on the fair value
hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.
Asset Retirement Obligations—When required, the Company recognizes the fair value of obligations to remove its assets and
remediate the leased space upon which certain of its assets are located. Generally, the associated retirement costs are capitalized
as part of the carrying amount of the related assets and depreciated over their estimated useful lives and the liability is accreted
through the obligation’s estimated settlement date. Fair value estimates of asset retirement obligations generally involve
discounting of estimated future cash flows associated with remediation costs. Periodic accretion of such liabilities due to the
passage of time is included in Depreciation, amortization and accretion expense in the consolidated statements of operations.
Adjustments are also made to the asset retirement obligation liability to reflect changes in the estimates of timing and amount of
expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset. The significant assumptions
used in estimating the Company’s aggregate asset retirement obligation are: timing of asset removals; cost of asset removals;
timing and number of site lease renewals; expected inflation rates; and credit-adjusted, risk-free interest rates that approximate
the Company’s incremental borrowing rate.
The Company is in the process of finalizing its review of the estimated settlement dates for its asset retirement obligations. The
Company now has over 20 years of operating history, and it is considering whether it should modify its current estimated
settlement dates based on its historical operating experience, management’s intent with respect to the assets, and the assets’
estimated useful lives. The Company expects to complete its review of estimated settlement dates in the first quarter of 2024. If
the Company concludes that a revision in the estimated settlement dates for its asset retirement obligations is appropriate based
on its review and analysis, the Company will account for any changes in the estimated settlement dates as a change in
accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively
beginning in the period of change. Based on preliminary information obtained to date, the Company expects that its estimated
settlement dates may be extended. The extension in the estimated settlement dates would result in an estimated (i) $400 million
to $500 million increase in the asset retirement obligation liability, with an offsetting adjustment made to the related long-lived
tangible asset, (ii) $800 million to $900 million increase in the estimated undiscounted future cash outlay for asset retirement
obligations, and (iii) $50 million to $100 million decrease in estimated accretion expense for the year ended December 31,
2024.
Income Taxes—As a REIT, the Company generally is not subject to U.S. federal income taxes on income generated by its REIT
operations as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and
gains. However, the Company remains obligated to pay U.S. federal income taxes on certain earnings and continues to be
subject to taxation in its foreign jurisdictions. Accordingly, the consolidated financial statements reflect provisions for federal,
state, local and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and
liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and
carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in
tax rates is recognized in income in the period that includes the enactment date.
The Company periodically reviews its deferred tax assets, and provides valuation allowances if, based on the available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses the
F-13
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing
deferred tax assets. Valuation allowances would be reversed as a reduction to the provision for income taxes if related deferred
tax assets are deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.
The Company estimates the liabilities from uncertain tax positions, which are recorded in Other non-current liabilities in the
consolidated balance sheet, unless expected to be paid within one year. The Company reports penalties and tax-related interest
expense as a component of the income tax provision and interest income from tax refunds as a component of Interest income in
the consolidated statements of operations.
Other Comprehensive Income (Loss)—Other comprehensive income (loss) refers to items excluded from net income that are
recorded as an adjustment to equity, net of tax. The Company’s other comprehensive income (loss) primarily consisted of
changes in fair value of effective derivative cash flow hedges, foreign currency translation adjustments, reclassification of
unrealized losses on effective derivative cash flow hedges and other items. The AOCL balance included accumulated foreign
currency translation losses of $5.7 billion, $5.7 billion and $4.7 billion as of December 31, 2023, 2022 and 2021, respectively.
Distributions—As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its
REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally,
the Company has distributed, and expects to continue to distribute, all or substantially all of its REIT taxable income after
taking into consideration its utilization of net operating losses (“NOLs”).
The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will depend
upon various factors, a number of which may be beyond the Company’s control, including the Company’s financial condition
and operating cash flows, the amount required to maintain its qualification for taxation as a REIT and reduce any income and
excise taxes that the Company otherwise would be required to pay, limitations on distributions in the Company’s existing and
future debt and preferred equity instruments, the Company’s ability to utilize NOLs to offset the Company’s distribution
requirements, limitations on its ability to fund distributions using cash generated through its TRSs and other factors that the
Board of Directors may deem relevant.
Acquisitions—For acquisitions that meet the definition of a business combination, the Company applies the acquisition method
of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the
results of operations are included with those of the Company from the dates of the respective acquisitions. Any excess of the
purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as
goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition
date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid
for the assets acquired and liabilities assumed. All other acquisitions are accounted for as asset acquisitions and the purchase
price is allocated to the net assets acquired with no recognition of goodwill. The purchase price is not subsequently adjusted.
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement
costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company
must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the
economic useful life and productive capacity of the asset. When determining the fair value of intangible assets acquired and
liabilities assumed, the Company must estimate the timing and amount of future cash flows, including rate and terms of renewal
and attrition, and apply the applicable discount rate.
Revenue—The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites
are located, land underlying our customers’ sites and the space in its data center facilities (the “lease component”) and from the
reimbursement of costs incurred by the Company in operating the communications sites and data center facilities and
supporting its customers’ equipment as well as other services and contractual rights (the “non-lease component”). Most of the
Company’s revenue is derived from leasing arrangements and is accounted for as lease revenue unless the timing and pattern of
revenue recognition of the non-lease component differs from the lease component. If the timing and pattern of the non-lease
component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone
selling prices and pattern of revenue recognition for each performance obligation. Revenue related to DAS networks and fiber
and other related assets results from agreements with customers that are generally not accounted for as leases.
The Company’s revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease
arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable.
Escalation clauses tied to a consumer price index (“CPI”), or other inflation-based indices, and other incentives present in lease
agreements with the Company’s tenants are excluded from the straight-line calculation. Total property straight-line revenues for
the years ended December 31, 2023, 2022 and 2021 were $472.0 million, $499.8 million and $465.6 million, respectively.
F-14
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Non-lease property revenue—Non-lease property revenue consists primarily of revenue generated from DAS networks, fiber
and other property related revenue. DAS networks and fiber arrangements generally require that the Company provide the
tenant the right to use available capacity on the applicable communications infrastructure. Performance obligations are satisfied
over time for the duration of the arrangements. Non-lease property revenue also includes revenue generated from
interconnection offerings in the Company’s data center facilities. Interconnection offerings are generally contracted on a month-
to-month basis and are cancellable by the Company or the data center customer at any time. Performance obligations are
satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections,
are not material on either an individual or consolidated basis.
Services revenue—The Company offers tower-related services in the United States. These services include AZP, structural and
mount analyses, and construction management. There is a single performance obligation related to AZP and construction
management, and revenue is recognized over time based on milestones achieved, which are determined based on costs expected
to be incurred. Structural and mount analyses services may have more than one performance obligation, contingent upon the
number of contracted services. Revenue is recognized at the point in time the services are completed.
Some of the Company’s contracts with customers contain multiple performance obligations. For these arrangements, the
Company allocates revenue to each performance obligation based on its relative standalone selling price, which is typically
based on the price charged to customers.
Since most of the Company’s contracts are leases, costs to enter into lease arrangements are capitalized under the applicable
lease accounting guidance. Costs incurred to obtain non-lease contracts that are capitalized primarily relate to DAS networks
and are not material to the consolidated financial statements. The Company has excluded sales tax, value added tax and similar
taxes from non-lease revenue.
Revenue is disaggregated by geography in a manner consistent with the Company’s business segments, which are discussed
further in note 20. A summary of revenue disaggregated by source and geography is as follows:
Year Ended December 31, 2023
Non-lease property revenue.................... $
U.S. &
Canada
322.4
Services revenue .....................................
Total non-lease revenue.......................... $
Property lease revenue............................
143.0
465.4
4,893.8
Asia-
Pacific
9.4
—
9.4
1,141.4
$
$
$
$
24.4
—
24.4
1,201.2
Latin
America
127.5
—
127.5
1,670.8
$
$
13.5
—
13.5
762.1
Africa
Europe
Total revenue .......................................... $ 5,359.2
$ 1,150.8
$ 1,225.6
775.6
$ 1,798.3
Year Ended December 31, 2022
Non-lease property revenue.................... $
Services revenue .....................................
Total non-lease revenue.......................... $
295.4
241.1
536.5
$
$
14.3
—
14.3
$
$
27.4
—
27.4
U.S. &
Canada
Asia-
Pacific
Africa
Europe
Latin
America
154.5
—
154.5
16.3
—
16.3
$
$
4,710.9
Property lease revenue............................
Total revenue .......................................... $ 5,247.4
1,062.7
$ 1,077.0
1,165.1
$ 1,192.5
719.4
735.7
1,537.4
$ 1,691.9
U.S. &
Canada
Asia-
Pacific
Africa
Europe
Year Ended December 31, 2021
Non-lease property revenue.................... $
Services revenue .....................................
Total non-lease revenue.......................... $
291.9
247.3
539.2
$
$
8.8
—
8.8
$
$
24.4
—
24.4
Property lease revenue............................
Total revenue .......................................... $ 5,167.5
4,628.3
1,190.3
981.1
$ 1,199.1
$ 1,005.5
F-15
Latin
America
135.9
—
135.9
7.6
—
7.6
$
$
488.6
1,329.5
496.2
$ 1,465.4
$
$
$
$
$
$
$
$
$
Data
Centers
Total
116.5
$
613.7
—
116.5
718.2
143.0
$
756.7
10,387.5
834.7
$11,144.2
Data
Centers
106.0
—
106.0
660.6
766.6
Data
Centers
1.3
—
1.3
Total
613.9
241.1
855.0
$
$
9,856.1
$10,711.1
Total
469.9
247.3
717.2
$
$
21.9
23.2
8,639.7
$ 9,356.9
$
$
$
$
$
$
$
$
$
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Information about non-lease receivables, contract assets and contract liabilities from contracts with customers is as follows:
Accounts receivable .................................................................................................... $
Prepaids and other current assets ................................................................................
Notes receivable and other non-current assets ............................................................
Unearned revenue (1)..................................................................................................
Other non-current liabilities (1) ..................................................................................
$
75.9
19.7
30.3
90.7
257.1
96.9
39.9
27.1
106.3
321.6
December 31, 2023
December 31, 2022
_______________
(1)
Includes capital contributions related to DAS networks.
The Company records unearned revenue when payments are received from customers in advance of the completion of the
Company’s performance obligations. Long-term unearned revenue is included in Other non-current liabilities.
During the year ended December 31, 2023, the Company recognized $143.6 million of revenue that was previously included in
the contract liabilities balances, primarily arising from balances as of December 31, 2022.
The Company records unbilled receivables, which are included in Prepaids and other current assets, when it has completed a
performance obligation prior to its ability to bill under the customer arrangement. Other contract assets are included in Notes
receivable and other non-current assets. The Company recorded an immaterial change in unbilled receivables attributable to
non-lease property revenue recognized during each of the years ended December 31, 2023 and 2022. The change in contract
assets attributable to revenue recognized during the years ended December 31, 2023 and 2022 was $0.6 million and $(0.3)
million, respectively.
The Company does not disclose the value of unsatisfied performance obligations for agreements (i) with an original expected
length of one year or less or (ii) for which it recognizes revenue at the amount to which it has the right to invoice for services
performed.
Lease Accounting and Rent Expense—The Company accounts for leases using a right-of-use model, which recognizes that, at
the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the
underlying asset during the lease term. The lessee also recognizes a corresponding right-of-use asset related to this right.
The Company recognizes a right-of-use lease asset and lease liability for operating and finance leases. The right-of-use asset is
measured as the sum of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any other
applicable amounts. The Company reviews its right-of-use assets for impairment whenever events, changes in circumstances or
other evidence indicate that the carrying amount of the Company’s assets may not be recoverable. The Company reviews its
right-of-use assets for indicators of impairment at the lowest level of identifiable cash flows, as part of its asset portfolio.
Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The
Company records impairment charges, which are discussed in note 16, in Other operating expenses in the consolidated
statements of operations in the period in which the Company identifies such impairment.
The calculation of the lease liability requires the Company to make certain assumptions for each lease, including lease term and
discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present
value of the lease liability. When calculating the lease term, the Company considers the renewal, cancellation and termination
rights available to the Company and the lessor. The Company determines the discount rate by calculating the incremental
borrowing rate on a collateralized basis at the commencement of a lease or upon a change in the lease term.
Many of the leases underlying the Company’s sites have fixed rent escalations, which provide for periodic increases in the
amount of ground rent payable by the Company over time. In addition, certain of the Company’s tenant leases require the
Company to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal
option. The Company’s calculation of the lease liability includes the term of the underlying ground lease plus all periods, if any,
for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears to be reasonably
assured.
The straight-line component of ground rent expense for the years ended December 31, 2023, 2022 and 2021 was $30.2 million,
$39.6 million and $52.7 million, respectively.
Selling, General, Administrative and Development Expense—Selling, general and administrative expense consists of overhead
expenses related to the Company’s property and services operations and corporate overhead costs not specifically allocable to
F-16
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
any of the Company’s individual business operations. Development expense consists of costs related to the Company’s
acquisition efforts, costs associated with new business initiatives and project cancellation costs.
Stock-Based Compensation—Stock-based compensation expense is measured at the accounting measurement date based on the
fair value of the award and is generally recognized as an expense over the service period, which typically represents the vesting
period. The Company provides for accelerated vesting and extended exercise periods of stock options and restricted stock units
upon an employee’s death or permanent disability, or upon an employee’s qualified retirement, provided certain eligibility
criteria are met. Accordingly, the Company recognizes compensation expense for stock options and time-based restricted stock
units (“RSUs”) over the shorter of (i) the vesting period or (ii) the period from the date of grant to the date the employee
becomes eligible for such benefits due to death, disability or qualified retirement, which may occur upon grant. The expense
recognized includes the impact of forfeitures as they occur. Equity awards typically vest ratably. Awards of RSUs and stock
options granted prior to March 10, 2023 generally vest over four years. In December 2022, the Company’s Compensation
Committee changed the terms of its awards to generally vest over three years. The change in vesting terms is applicable for new
awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to
March 10, 2023.
The Company grants performance-based restricted stock units (“PSUs”) to its executive officers. Threshold, target and
maximum parameters are established for a three-year performance period at the time of grant. The metrics are used to calculate
the number of shares that will be issuable when the awards vest, which may range from zero to 200% of the target amounts.
The Company recognizes compensation expense for PSUs over the three-year vesting period, subject to adjustment based on
the date the employee becomes eligible for retirement benefits as well as performance relative to grant parameters.
The fair value of stock options is determined using the Black-Scholes option-pricing model and the fair value of RSUs and
PSUs is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes all stock-based
compensation expense in Selling, general, administrative and development expense.
In connection with the vesting of restricted stock units, the Company withholds from issuance a number of shares of common
stock to satisfy certain employee tax withholding obligations arising from such vesting. The shares withheld are considered
constructively retired. The Company recognizes the fair value of the shares withheld in Additional paid-in capital on the
consolidated balance sheets. As of December 31, 2023, the Company has withheld from issuance an aggregate of 3.0 million
shares, including 0.2 million shares related to the vesting of restricted stock units during the year ended December 31, 2023.
Litigation Costs—The Company periodically becomes involved in various claims and lawsuits that are incidental to its
business. The Company regularly monitors the status of pending legal actions to evaluate both the magnitude and likelihood of
any potential loss. The Company accrues for these potential losses when it is probable that a liability has been incurred and the
amount of loss, or possible range of loss, can be reasonably estimated. Should the ultimate losses on contingencies or litigation
vary from estimates, adjustments to those liabilities may be required. The Company also incurs legal costs in connection with
these matters and records estimates of these expenses, which are reflected in Selling, general, administrative and development
expense in the accompanying consolidated statements of operations.
Earnings Per Common Share—Basic and Diluted—Basic net income per common share represents net income attributable to
American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding
during the period. Diluted net income per common share represents net income attributable to American Tower Corporation
common stockholders divided by the weighted average number of common shares outstanding during the period and any
dilutive common share equivalents, including (A) shares issuable upon the vesting of RSUs and exercise of stock options and
(B) shares expected to be earned upon the achievement of the parameters established for PSUs, each to the extent not anti-
dilutive. The Company uses the treasury stock method to calculate the effect of its outstanding RSUs, PSUs and stock options.
Retirement Plan—The Company has a 401(k) plan covering nearly all eligible employees who meet certain age and
employment requirements. For the years ended December 31, 2023, 2022 and 2021, the Company matched 100% of the first
5% of a participant's contributions. For the years ended December 31, 2023, 2022 and 2021, the Company contributed $16.4
million, $16.9 million and $14.9 million to the plan, respectively.
Accounting Standards Updates—In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance
which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about
significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied
retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this
guidance on its consolidated financial statements and related disclosures.
F-17
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
In December 2023, the FASB issued guidance which requires public entities to provide enhanced income tax disclosures on an
annual basis. The new guidance requires an expanded rate reconciliation and the disaggregation of cash taxes paid by U.S.
federal, U.S. state and foreign jurisdictions. The updated guidance is effective for fiscal years beginning after December 15,
2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated
financial statements and related disclosures.
2. PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
Prepaid assets
Prepaid income tax
Unbilled receivables
Value added tax and other consumption tax receivables
Other miscellaneous current assets (1)
Prepaid and other current assets
_______________
(1)
Includes the VIL OCDs (as defined and further discussed in note 11).
3. PROPERTY AND EQUIPMENT
As of
December 31, 2023
93.4
$
102.9
323.2
79.8
347.6
946.9
$
December 31, 2022
100.7
$
139.3
283.8
83.6
115.9
723.3
$
Property and equipment (including assets held under finance leases) consisted of the following:
Towers.....................................................................................................
Equipment (2)..........................................................................................
Buildings and improvements...................................................................
Land and improvements (3) ....................................................................
Construction-in-progress.........................................................................
Total .................................................................................................
Less accumulated depreciation ...............................................................
Property and equipment, net....................................................................
Estimated
Useful Lives
(years) (1)
Up to 20 $
3 - 20
Up to 40
Up to 20
As of
December 31, 2023
17,014.5
4,490.4
3,775.8
4,265.4
1,362.2
30,908.3
(11,119.5)
19,788.8
$
December 31, 2022
16,288.4
$
4,409.6
3,593.6
4,153.7
1,431.9
29,877.2
(9,878.9)
19,998.3
$
_______________
(1) Assets on leased land are depreciated over the estimated useful life of the asset taking into consideration the corresponding ground lease term and residual
value.
(2)
Includes fiber, DAS and data center related assets.
(3) Estimated useful lives apply to improvements only.
Total depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $1.5 billion, $1.6 billion and $1.0
billion, respectively. Depreciation expense includes amounts related to finance lease assets for the years ended December 31,
2023, 2022 and 2021 of $138.5 million, $145.4 million and $146.8 million, respectively.
F-18
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Information about finance lease-related balances is as follows:
Finance leases:
Property and equipment ....................
Accumulated depreciation.................
Property and equipment, net.....................
Property and equipment ....................
Accumulated depreciation.................
Property and equipment, net.....................
Property and equipment ....................
Accumulated depreciation.................
Property and equipment, net.....................
Property and equipment ....................
Accumulated depreciation.................
Property and equipment, net (1)...............
Classification
Towers
Buildings and improvements
Land
Equipment$
As of December 31,
2023
2022
2,776.8 $
(1,581.3)
1,195.5 $
2,742.2
(1,464.5)
1,277.7
192.6 $
(102.9)
89.7 $
131.9 $
(0.1)
131.8 $
41.6 $
(13.3)
28.3 $
189.6
(94.0)
95.6
129.3
—
129.3
80.1
(25.6)
54.5
$
$
$
$
$
$
$
_______________
(1) As of December 31, 2022, included $23.1 million of finance lease-related equipment assets associated with Mexico Fiber, which was sold during the year
ended December 31, 2023.
4. LEASES
The Company determines if an arrangement is a lease at the inception of the agreement. The Company considers an
arrangement to be a lease if it conveys the right to control the use of the communications infrastructure or ground space
underneath communications infrastructure for a period of time in exchange for consideration. The Company is both a lessor and
a lessee.
Lessor—The Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of
specifically-identified, physically distinct space on or in the Company’s communications real estate assets. The Company’s
lease arrangements with its tenants for its communications sites vary depending upon the region and the industry of the tenant
and generally have initial non-cancellable terms of five to ten years with multiple renewal terms. The leases also contain
provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary
index, or a combination of both. The Company structures its leases to include financial penalties if a tenant terminates the lease,
which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term.
The Company’s leasing arrangements outside of the United States may require that the Company provide power to the
communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to
pass through the costs of, or otherwise charge for, these services. Many arrangements require that the communications site has
power for a specified percentage of time. In most cases, if delivery of power falls below the specified service level, a
corresponding reduction in revenue is recorded. The Company has determined that this performance obligation is satisfied over
time for the duration of the lease. In addition, the Company provides power to its data center customers, which is passed
through, or otherwise charged, to customers pursuant to the terms of the customer power arrangement. Customer power
arrangements are coterminous with such customer’s underlying lease and have the same pattern of transfer over the lease term.
This performance obligation is generally satisfied over time for the duration of the lease. Fixed power revenue is recognized
each month over the term of the lease. For variable power arrangements, the Company recognizes revenue each month as the
uncertainty related to the consideration is resolved.
The Company typically has more than one tenant on a site and, by performing ordinary course repair and maintenance work,
can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing
tenant lease term. Accordingly, the Company has minimal risk with respect to the residual value of its leased assets.
Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed twenty
years.
F-19
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
As of December 31, 2023, the Company does not have any material related party leases as a lessor. To the extent there are any
intercompany leases, these are eliminated in consolidation. The Company generally does not enter into sales-type leases or
direct financing leases. If incentives are present in the Company’s leases, they are evaluated to determine proper treatment and,
to the extent present, are recorded in Other current assets and Other non-current assets in the consolidated balance sheets and
amortized on a straight line basis over the corresponding lease term as a non-cash reduction to revenue. As of December 31,
2023, the remaining weighted average amortization period of the Company’s lease incentives was 10 years. As of December
31, 2023, Other current assets and Other non-current assets include $31.8 million and $345.7 million, respectively, for lease
incentives. In addition, the Company’s leases do not include any lessee purchase options.
Historically, the Company has been able to successfully renew its applicable leases as needed to ensure continuation of its
revenue. Accordingly, the Company assumes that it will have access to the communications infrastructure or ground space
underlying its sites when calculating future minimum rental receipts through the end of the respective terms. Future minimum
rental receipts expected under non-cancellable operating lease agreements as of December 31, 2023, were as follows:
Fiscal Year
2024............................................................................................................................................................... $
2025...............................................................................................................................................................
2026...............................................................................................................................................................
2027...............................................................................................................................................................
2028...............................................................................................................................................................
Thereafter ......................................................................................................................................................
Total .............................................................................................................................................................. $
Amount (1) (2)
8,233.1
7,643.1
7,191.7
6,995.2
5,686.7
24,525.6
60,275.4
_______________
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
(2) Balances represent contractual amounts owned with no adjustments made for expected collectibility.
Lessee—The Company enters into arrangements as a lessee primarily for ground space underneath its communications sites.
These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to ten
years with one or more automatic or exercisable renewal periods and specified increases in lease payments upon exercise of the
renewal options. The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on
or in its communications sites through the end of the tenant lease term. Escalation clauses present in operating leases, excluding
those tied to CPI or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the
applicable lease as a component of rent expense. Additionally, the escalations tied to CPI or another inflation-based index are
considered variable lease payments. In certain circumstances, the Company enters into revenue sharing arrangements with the
ground space owner, which results in variability in lease payments. In most markets outside of the United States, in the event
there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain
situations, the lease is structured to allow for termination by the Company with minimal or no penalties. Ground lease
arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends,
other financial obligations or other similar terms. The Company has entered into certain transactions whereby at the end of a
lease, sublease or similar arrangement, the Company has the option to purchase the corresponding communications sites. These
transactions are further described in note 18.
The Company’s lease liability is the present value of the remaining minimum rental payments to be made over the remaining
lease term, including renewal options reasonably certain to be exercised. The Company also considers termination options and
factors those into the determination of lease payments when appropriate. To determine the lease term, the Company considers
all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the
communications site’s estimated economic life (generally twenty years) and the respective lease terms of the Company’s
tenants under the existing lease arrangements on such site.
The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1. During the
years ended December 31, 2023, 2022 and 2021, the Company recorded $6.7 million, $8.1 million and $3.3 million,
respectively, of impairment expense related to these assets.
As of December 31, 2023, the Company does not have any material related party leases as a lessee. The Company does not
have any sale-leaseback arrangements as lessee and typically does not enter into leveraged leases.
F-20
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements,
towers, equipment and vehicles under finance leases. As of December 31, 2023, operating lease assets were included in Right-
of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.
Information about other lease-related balances is as follows:
As of
December 31, 2023
December 31, 2022
Operating leases:
Right-of-use asset............................................................................ $
8,878.8 $
Current portion of lease liability ..................................................... $
Lease liability..................................................................................
Total operating lease liability................................................................. $
Finance leases:
Current portion of lease liability ..................................................... $
Lease liability..................................................................................
Total finance lease liability .................................................................... $
794.6 $
7,438.7
8,233.3 $
3.4 $
17.2
20.6 $
8,918.9
788.9
7,591.9
8,380.8
4.7
23.1
27.8
As most of the Company’s leases do not specifically state an implicit rate, the Company uses a market-specific incremental
borrowing rate consistent with the lease term as of the lease commencement date or upon a remeasurement event when
calculating the present value of the remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a
securitized basis in each market. The remaining lease term does not reflect all renewal options available to the Company, only
those renewal options that the Company has assessed as reasonably certain of being exercised taking into consideration the
economic and other factors noted above.
The weighted-average remaining lease terms and incremental borrowing rates are as follows:
Operating leases:
Weighted-average remaining lease term (years) ........................................................
Weighted-average incremental borrowing rate ..........................................................
Finance leases:
Weighted-average remaining lease term (years) .......................................................
Weighted-average incremental borrowing rate ..........................................................
As of
December 31, 2023
December 31, 2022
11.6
5.8 %
16.2
7.4 %
12.2
5.3 %
13.4
6.9 %
The following table sets forth the components of lease cost for the years ended December 31,:
Operating lease cost................................................................. $
Variable lease costs not included in lease liability (1) ............
1,249.7 $
1,222.8 $
447.2
388.2
1,115.1
339.6
2023
2022
2021
_______________
(1) Primarily includes property tax paid on behalf of the landlord.
The interest expense on finance lease liabilities was $1.1 million, $1.1 million and $1.2 million for the years ended
December 31, 2023, 2022 and 2021, respectively. Assets held under finance leases are recorded in property and equipment and
are depreciated over the lesser of the remaining lease term or the remaining useful life.
F-21
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Supplemental cash flow information is as follows for the years ended December 31,:
Cash paid for amounts included in the measurement of lease
liabilities:
Operating cash flows from operating leases .................... $
Operating cash flows from finance leases........................ $
Financing cash flows from finance leases........................ $
(1,264.8) $
(1.1) $
(6.2) $
(1,228.1) $
(1.1) $
(6.7) $
(1,144.8)
(1.2)
(7.9)
2023
2022
2021
Non-cash items:
New operating leases (1) .................................................. $
Operating lease modifications and reassessments ........... $
245.7 $
405.9 $
402.4 $
80.5 $
2,063.8
96.0
_______________
(1) Amount includes new operating leases and leases acquired in connection with acquisitions. For the year ended December 31, 2021, includes $1.4 billion
related to the Telxius Acquisition (as defined in note 6).
As of December 31, 2023, the Company does not have material operating or financing leases that have not yet commenced.
Maturities of operating and finance lease liabilities as of December 31, 2023 were as follows:
Fiscal Year
2024 ................................................................................................................................... $
2025 ...................................................................................................................................
2026 ...................................................................................................................................
2027 ...................................................................................................................................
2028 ...................................................................................................................................
Thereafter ..........................................................................................................................
Total lease payments .........................................................................................................
Less amounts representing interest....................................................................................
Total lease liability ............................................................................................................
Less current portion of lease liability ................................................................................
Non-current lease liability ................................................................................................. $
Operating Lease (1)
1,204.8
Finance Lease (1)
4.9
$
1,098.7
1,044.2
981.5
917.8
6,029.3
11,276.3
(3,043.0)
8,233.3
794.6
7,438.7
$
4.0
3.0
2.2
1.7
21.4
37.2
(16.6)
20.6
3.4
17.2
_______________
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying value of goodwill for each of the Company’s business segments were as follows:
Property
U.S. &
Latin
Canada
Africa
America
$4,648.4 $ 990.1 $ 612.2 $3,230.4 $ 888.6
Asia-
Pacific
Europe
Data
Centers
$2,978.4 $
Services
2.0
Total
$13,350.1
Balance as of December 31, 2021
Adjustments (1)..................................
Other (2).............................................
Effect of foreign currency translation
Balance as of December 31, 2022
Other (3).............................................
—
(7.4)
—
—
—
—
3.6
—
(16.9)
(58.4)
—
—
(3.5)
43.8
$4,637.5 $ 889.2 $ 548.5 $3,044.0 $ 915.5
(100.9)
(190.0)
(63.7)
—
$2,920.0 $
—
—
—
—
(20.7)
—
Impairments (4)
—
— (322.0)
Effect of foreign currency translation
71.3
(4.5)
1.1
Balance as of December 31, 2023...... $4,638.6 $ 562.7 $ 497.7 $3,051.9 $ 966.1
(80.0)
87.9
—
(50.8)
—
—
$2,920.0 $
—
—
—
2.0
—
—
—
2.0
(71.7)
(7.4)
(314.3)
$12,956.7
(20.7)
(402.0)
105.0
$12,639.0
_______________
(1) Europe and Latin America consist of measurement period adjustments related to the Telxius Acquisition (as defined in note 6) . Data Centers consists of
measurement period adjustments related to the CoreSite Acquisition (as defined in note 6).
F-22
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(2) Other represents the goodwill associated with certain operations acquired in connection with the acquisition of InSite Wireless Group, LLC (the “InSite
Acquisition”). These business operations were sold during the year ended December 31, 2022.
(3) Other represents the goodwill associated with Mexico Fiber, which was sold during the year ended December 31, 2023.
(4)
Includes $322.0 million and $80.0 million of goodwill impairments associated with the India and Spain reporting units, respectively.
Goodwill Impairments
The Company reviews goodwill for impairment annually (as of December 31) or whenever events or circumstances indicate the
carrying amount of an asset may not be recoverable, as further discussed in note 1.
The Company concluded that a triggering event occurred during the year ended December 31, 2023 with respect to its India
reporting unit primarily due to indications of value received from third parties in connection with the Company’s review of
various strategic alternatives for its India operations, which concluded in the Pending ATC TIPL Transaction (as defined in
note 22) in January 2024. As a result, the Company performed a goodwill impairment test using, among other things, the
information obtained from third parties to compare the estimated fair value of the India reporting unit to its carrying amount,
including goodwill. The result of the Company’s goodwill impairment test indicated that the carrying amount of the Company's
India reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of
$322.0 million.
The Company also performed its annual goodwill impairment test as of December 31, 2023. The results of the annual goodwill
impairment test indicated that the carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value, as
calculated under an income approach using future discounted cash flows. As a result, the Company recorded a goodwill
impairment charge of $80.0 million. The key assumptions utilized in the discounted cash flow analysis include current
operating performance, terminal revenue growth rate, management’s expectations of future operating results and cash
requirements, the current weighted average cost of capital and an expected tax rate. The reduction in the fair value of the Spain
reporting unit was primarily due to an increase in the weighted average cost of capital.
The goodwill impairment charges are recorded in Goodwill impairment in the accompanying consolidated statements of
operations.
The Company’s other intangible assets subject to amortization consisted of the following:
As of December 31, 2023
As of December 31, 2022
Estimated Useful
Lives (years)
Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
Acquired network
location intangibles
(1) ...........................
Acquired tenant-
related intangibles...
Acquired licenses
and other
intangibles ..............
Total other
intangible assets......
Up to 20 $
5,981.5
$
(2,775.8) $
3,205.7
$
6,058.2
$
(2,537.9) $
3,520.3
Up to 20
18,894.5
(6,698.6)
12,195.9
18,941.2
(5,827.7)
13,113.5
2-20
1,561.1
(442.0)
1,119.1
1,772.9
(423.4)
1,349.5
$ 26,437.1
$
(9,916.4) $ 16,520.7
$ 26,772.3
$
(8,789.0) $ 17,983.3
_______________
(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease
renewal options and residual value, generally up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could
potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure. The acquired tenant-
related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an
acquisition or similar transaction, including assumptions regarding estimated renewals. Other intangibles represent the value of
acquired licenses, trade name and in place leases. In place lease value represents the fair value of costs avoided in securing data
center customers, including vacancy periods, legal costs and commissions. In place lease value also includes assumptions on
similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in
the fair value of other assets.
The Company amortizes its acquired intangible assets on a straight-line basis over their estimated useful lives. As of
December 31, 2023, the remaining weighted average amortization period of the Company’s intangible assets was 15 years.
F-23
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Amortization of intangible assets for the years ended December 31, 2023, 2022 and 2021 was $1.4 billion, $1.7 billion and $1.2
billion, respectively.
Based on current exchange rates, the Company expects to record amortization expense as follows over the next five years:
Fiscal Year
2024............................................................................................................................................................................ $
2025............................................................................................................................................................................
2026............................................................................................................................................................................
2027............................................................................................................................................................................
2028............................................................................................................................................................................
Amount
1,334.1
1,275.1
1,231.7
1,216.2
1,204.9
6. ACQUISITIONS
The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an
acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase
price is allocated to the assets or rights acquired and liabilities assumed, with no recognition of goodwill. For those transactions
treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the
date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular
acquisition date).
The fair value of these net assets acquired are based on management’s estimates and assumptions, as well as other information
compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company
believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities
assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period for those
acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained
about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated
values of those assets or liabilities as of that date.
Impact of current year acquisitions—The Company typically acquires communications sites and other communications
infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets
into its existing portfolio of communications sites and related assets. In the United States, acquisitions may also include data
center facilities and related assets. The financial results of the Company’s acquisitions have been included in the Company’s
consolidated statements of operations for the year ended December 31, 2023 from the date of the respective acquisition. The
date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may
depend on, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and
the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Communications sites acquired
from communications service providers may never have been operated as a business and may instead have been utilized solely
by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business
operations or employees.
For those acquisitions accounted for as business combinations, the Company recognizes acquisition and merger related
expenses in the period in which they are incurred and services are received; for transactions accounted for as asset acquisitions,
these costs are capitalized as part of the purchase price. Acquisition, disposition and merger related costs may include finder’s
fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly
related to completing the transaction. Integration costs include incremental and non-recurring costs necessary to convert data
and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently. The
Company records acquisition, disposition and merger related expenses not subject to capitalization, as well as integration costs
for all transactions, in Other operating expenses in the consolidated statements of operations.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded acquisition, disposition and merger related
expenses for business combinations, dispositions and non-capitalized asset acquisition costs and integration costs as follows:
Acquisition, disposition and merger related expenses............................................ $
Integration costs...................................................................................................... $
Year Ended December 31,
2023
2022
2021
17.6
16.4
$
$
57.0
45.0
$
$
177.0
50.4
F-24
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
During the years ended December 31, 2023, 2022 and 2021, the Company recorded net benefits of $10.3 million, $15.1 million
and $17.6 million related to pre-acquisition contingencies and settlements, respectively. The year ended December 31, 2022
included acquisition and merger related costs associated with the Stonepeak Transaction (as defined in note 15). The year ended
December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite
Acquisition (each as defined below).
2023 Transactions
The estimated aggregate impact of the acquisitions completed in 2023 on the Company’s revenues and gross margin for the
year ended December 31, 2023 was not material to the Company’s operating results. Acquisitions completed in 2023 were
included in the applicable Company property segments.
Other Acquisitions—During the year ended December 31, 2023, the Company acquired a total of 159 communications sites, as
well as other communications infrastructure assets, in the United States, Canada, France, Poland and Spain for an aggregate
purchase price of $109.4 million. Of the aggregate purchase price, $30.8 million, inclusive of value-added tax, is reflected as a
payable in the consolidated balance sheet as of December 31, 2023. These acquisitions were accounted for as asset acquisitions
and are included in the table below in “Other.”
The following table summarizes the allocations of the purchase prices for the fiscal year 2023 acquisitions based upon their
estimated fair value at the date of acquisition:
Current assets .................................................................................................................................................... $
Property and equipment ....................................................................................................................................
Intangible assets (1):
Tenant-related intangible assets...................................................................................................................
Network location intangible assets ..............................................................................................................
Other non-current assets ...................................................................................................................................
Current liabilities ..............................................................................................................................................
Other non-current liabilities..............................................................................................................................
Net assets acquired............................................................................................................................................
Fair value of net assets acquired .......................................................................................................................
Purchase price ................................................................................................................................................... $
Other
11.0
57.5
35.3
7.9
3.4
(0.8)
(4.9)
109.4
109.4
109.4
______________
(1) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.
In addition to the acquisitions discussed above, during the year ended December 31, 2023, the Company purchased 59 towers in
connection with the AT&T transaction described in note 18 for an aggregate purchase price of $40.9 million.
Telxius and CoreSite Acquisitions
Telxius Acquisition—On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A. (“Telxius”),
a subsidiary of Telefónica, S.A., pursuant to which the Company agreed to acquire Telxius’ European and Latin American
tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain,
for approximately 7.7 billion EUR (approximately $9.4 billion at the date of signing) (the “Telxius Acquisition”), subject to
certain adjustments. In June 2021, the Company completed the acquisition of nearly 20,000 communications sites in Germany
and Spain, for total consideration of approximately 6.3 billion EUR (approximately $7.7 billion at the date of closing), subject
to certain post-closing adjustments and over 7,000 communications sites in Brazil, Peru, Chile and Argentina, for total
consideration of approximately 0.9 billion EUR (approximately $1.1 billion at the date of closing), subject to certain post-
closing adjustments.
On August 2, 2021, the Company completed the acquisition of the approximately 4,000 remaining communications sites in
Germany pursuant to the Telxius Acquisition for 0.6 billion EUR (approximately $0.7 billion at the date of closing), subject to
certain post-closing adjustments.
The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in
Brazil, Peru, Chile and Argentina are included in the Latin America property segment.
F-25
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
CoreSite Acquisition—On November 14, 2021, the Company entered into an agreement with CoreSite Realty Corporation
(“CoreSite”) to acquire all issued and outstanding shares of CoreSite common stock at $170.00 per share (the “CoreSite
Acquisition”). CoreSite’s portfolio consisted of 24 data center facilities and related assets in eight United States markets. On
December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $10.4 billion,
including the assumption and repayment of CoreSite’s existing debt. The acquired assets and operations are included in the
Data Centers segment. The CoreSite Acquisition was accounted for as a business combination.
7. ACCRUED EXPENSES
Accrued expenses consisted of the following:
$
Accrued construction costs
Accrued income tax payable
Accrued pass-through costs
Amounts payable for acquisitions
Amounts payable to tenants
Accrued property and real estate taxes
Accrued rent
Payroll and related withholdings
Other accrued expenses
Accrued expenses............................................................................................................ $
As of
December 31, 2023
183.8
21.0
77.4
27.7
103.3
295.5
75.1
147.4
349.4
1,280.6
December 31, 2022
230.8
29.8
85.1
55.2
95.2
270.1
77.3
140.4
360.3
1,344.2
$
$
F-26
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
8. LONG-TERM OBLIGATIONS
Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums, debt issuance costs and fair
value adjustments due to interest rate swaps consisted of the following:
2021 Multicurrency Credit Facility (2) (3)...
2021 Term Loan (2) .....................................
2021 Credit Facility (2) ................................
2021 EUR Three Year Delayed Draw Term
Loan (2) (3)...................................................
2021 USD Two Year Delayed Draw Term
Loan (2) (4)...................................................
3.50% senior notes (5) ..................................
3.000% senior notes (6) ................................
0.600% senior notes (7) ................................
5.00% senior notes (8) ..................................
3.375% senior notes......................................
2.950% senior notes......................................
2.400% senior notes......................................
1.375% senior notes (9) ................................
4.000% senior notes......................................
1.300% senior notes......................................
4.400% senior notes......................................
1.600% senior notes......................................
1.950% senior notes (9) ................................
1.450% senior notes......................................
3.375% senior notes......................................
3.125% senior notes......................................
2.750% senior notes......................................
0.450% senior notes (9) ................................
0.400% senior notes (9) ................................
3.650% senior notes......................................
4.125% senior notes (9) ................................
3.55% senior notes........................................
3.600% senior notes......................................
0.500% senior notes (9) ................................
1.500% senior notes .....................................
5.500% senior notes......................................
5.250% senior notes......................................
5.800% senior notes......................................
3.950% senior notes......................................
0.875% senior notes (9) ................................
3.800% senior notes......................................
2.900% senior notes......................................
2.100% senior notes......................................
0.950% senior notes (9) ................................
1.875% senior notes......................................
2.700% senior notes......................................
4.625% senior notes (9) ................................
2.300% senior notes......................................
1.000% senior notes (9) ................................
4.050% senior notes......................................
5.650% senior notes......................................
As of
December 31, 2023 December 31, 2022 Contractual Interest Rate (1)
6.088 %
3,788.7
6.581 %
996.3
6.573 %
1,080.0
723.4
997.0
1,603.4
Maturity Date (1)
July 1, 2026
January 31, 2027
July 1, 2028
882.9
1,499.3
999.8
694.5
498.9
1,000.5
648.3
646.4
747.3
532.1
746.8
497.3
498.1
696.3
532.1
594.5
992.9
398.6
746.1
798.2
530.4
643.3
—
746.3
695.1
796.6
646.5
—
—
—
592.6
797.8
1,636.8
743.4
742.2
528.5
792.5
694.4
—
691.9
689.1
642.2
—
910.7
—
—
—
500.0
1,000.1
649.7
648.2
748.5
550.0
748.1
498.3
498.7
697.4
549.6
595.9
994.7
398.9
747.0
824.3
548.2
644.8
658.6
747.1
696.0
822.8
647.1
693.6
643.9
743.4
593.7
823.7
1,638.6
744.2
743.1
546.0
793.3
695.0
545.2
692.7
711.5
642.9
790.6
F-27
4.985 %
May 28, 2024
N/A
N/A
N/A
0.600 %
5.000 %
3.375 %
2.950 %
2.400 %
1.375 %
4.000 %
1.300 %
4.400 %
1.600 %
1.950 %
1.450 %
3.375 %
3.125 %
2.750 %
0.450 %
0.400 %
3.650 %
4.125 %
3.550 %
3.600 %
0.500 %
1.500 %
5.500 %
5.250 %
5.800 %
3.950 %
0.875 %
3.800 %
2.900 %
2.100 %
0.950 %
1.875 %
2.700 %
4.625 %
2.300 %
1.000 %
4.050 %
5.650 %
N/A
N/A
N/A
January 15, 2024
February 15, 2024
May 15, 2024
January 15, 2025
March 15, 2025
April 4, 2025
June 1, 2025
September 15, 2025
February 15, 2026
April 15, 2026
May 22, 2026
September 15, 2026
October 15, 2026
January 15, 2027
January 15, 2027
January 15, 2027
February 15, 2027
March 15, 2027
May 16, 2027
July 15, 2027
January 15, 2028
January 15, 2028
January 31, 2028
March 15, 2028
July 15, 2028
November 15, 2028
March 15, 2029
May 21, 2029
August 15, 2029
January 15, 2030
June 15, 2030
October 5, 2030
October 15, 2030
April 15, 2031
May 16, 2031
September 15, 2031
January 15, 2032
March 15, 2032
March 15, 2033
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
1.250% senior notes (9) ................................
5.550% senior notes......................................
5.900% senior notes......................................
3.700% senior notes......................................
3.100% senior notes......................................
2.950% senior notes......................................
Total American Tower Corporation debt .....
Series 2013-2A Securities (10).....................
Series 2018-1A Securities (11).....................
Series 2023-1A Securities (12).....................
Series 2015-2 Notes (13) ..............................
Other subsidiary debt (14) ............................
Total American Tower subsidiary debt ........
Finance lease obligations..............................
Total..............................................................
545.8
840.6
741.5
592.4
1,038.6
1,023.2
36,472.0
—
496.8
1,284.4
524.1
123.6
2,428.9
20.6
38,921.5
528.5
—
—
592.2
1,038.3
1,022.5
36,307.0
1,299.7
496.1
—
523.4
16.2
2,335.4
27.8
38,670.2
Less current portion of long-term
obligations ....................................................
Long-term obligations .................................. $
(3,187.5)
35,734.0
$
(4,514.2)
34,156.0
1.250 %
5.550 %
5.900 %
3.700 %
3.100 %
2.950 %
N/A
3.652 %
5.490 %
3.482 %
Various
May 21, 2033
July 15, 2033
November 15, 2033
October 15, 2049
June 15, 2050
January 15, 2051
N/A
March 15, 2028
March 15, 2028
June 16, 2025
Various
_______________
(1) Reflects interest rate or maturity date as of December 31, 2023.
(2) Accrues interest at a variable rate.
(3) Reflects borrowings denominated in EUR and, for the 2021 Multicurrency Credit Facility (as defined below), reflects borrowings denominated in both
EUR and U.S. Dollars (“USD”).
(4) Repaid in full on June 27, 2023 using borrowings under the 2021 Multicurrency Credit Facility.
(5) Repaid in full on January 31, 2023 using borrowings under the 2021 Credit Facility (as defined below).
(6) Repaid in full on June 15, 2023 using borrowings under the 2021 Credit Facility.
(7) Repaid in full on January 12, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(8) Repaid in full on February 14, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(9) Notes are denominated in EUR.
(10) Repaid in full on the March 2023 repayment date using proceeds from the 2023 Securitization (as defined below).
(11) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(12) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2053.
(13) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(14) Includes amounts drawn under letters of credit in Nigeria, which are denominated in USD, and the India Term Loan (as defined below), which is
denominated in Indian Rupee (“INR”).
Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i)
$500.0 million aggregate principal amount of the Company’s 0.600% senior unsecured notes due January 15, 2024, (ii) $1.0
billion aggregate principal amount of the Company’s 5.00% senior unsecured notes due February 15, 2024, (iii) $650.0 million
aggregate principal amount of the Company’s 3.375% senior unsecured notes due May 15, 2024 and (iv) 825.0 million EUR in
borrowings under the 2021 EUR Three Year Delayed Draw Term Loan (as defined below).
American Tower Corporation Debt
Bank Facilities
Amendments to Bank Facilities—On June 29, 2023, the Company amended its (i) $6.0 billion senior unsecured multicurrency
revolving credit facility, as previously amended and restated on December 8, 2021 (the “2021 Multicurrency Credit Facility”),
(ii) $4.0 billion senior unsecured revolving credit facility, as previously amended and restated on December 8, 2021, (the “2021
F-28
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Credit Facility”) and (iii) $1.0 billion unsecured term loan, as previously amended and restated on December 8, 2021, (the
“2021 Term Loan”).
These amendments, among other things,
i.
ii.
extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to July 1, 2026 and
July 1, 2028, respectively;
commemorate commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility of $6.0 billion
and $4.0 billion, respectively; and
iii.
replace the London Interbank Offered Rate (“LIBOR”) pricing benchmark with an Adjusted Term Secured Overnight
Financing Reserve (“SOFR”) pricing benchmark.
2021 Multicurrency Credit Facility—During the year ended December 31, 2023, the Company borrowed an aggregate of
$3.0 billion and repaid an aggregate of $6.1 billion, including 842.6 million EUR ($919.1 million as of the repayment date), of
revolving indebtedness under the Company’s 2021 Multicurrency Credit Facility. The Company used the borrowings to repay
outstanding indebtedness, including the 2021 USD Two Year Delayed Draw Term Loan (as defined below), and for general
corporate purposes.
2021 Credit Facility—During the year ended December 31, 2023, the Company borrowed an aggregate of $3.1 billion and
repaid an aggregate of $2.6 billion of revolving indebtedness under the Company’s 2021 Credit Facility. The Company used the
borrowings to repay outstanding indebtedness, including the 3.50% Notes and the 3.000% Notes (each as defined below), and
for general corporate purposes.
Repayment of 2021 USD Two Year Delayed Draw Term Loan—On June 27, 2023, the Company repaid all amounts outstanding
under its $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term
Loan”) with borrowings under the 2021 Multicurrency Credit Facility.
As of December 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term
Loan and the Company’s 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year
Delayed Draw Term Loan”) were as follows:
2021 Multicurrency Credit Facility............... $
2021 Credit Facility.......................................
2021 Term Loan ............................................
2021 EUR Three Year Delayed Draw Term
Loan...............................................................
Outstanding
Principal
Balance
Undrawn
letters of
credit
Maturity Date
$
723.4
1,603.4
1,000.0
3.5
30.4
N/A January 31, 2027
July 1, 2026 (3)
July 1, 2028 (3)
Current
margin over
SOFR or
EURIBOR (1)
1.125 %
1.125 %
1.125 %
Current
commitment
fee (2)
0.110 %
0.110 %
N/A
910.7
N/A
May 28, 2024
1.125 %
N/A
_______________
(1) SOFR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan. Euro
Interbank Offer Rate (“EURIBOR”) applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings
under the 2021 EUR Three Year Delayed Draw Term Loan.
(2) Fee on undrawn portion of each credit facility.
(3) Subject to two optional renewal periods.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the
2021 EUR Three Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and
other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must
comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent the
Company from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which
could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and
unpaid fees, becoming immediately due and payable.
Senior Notes
Repayments of Senior Notes
Repayment of 3.50% Senior Notes—On January 31, 2023, the Company repaid $1.0 billion aggregate principal amount of the
Company’s 3.50% senior unsecured notes due 2023 (the “3.50% Notes”) upon their maturity. The 3.50% Notes were repaid
F-29
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 3.50% Notes remained
outstanding.
Repayment of 3.000% Senior Notes—On June 15, 2023, the Company repaid $700.0 million aggregate principal amount of the
Company’s 3.000% senior unsecured notes due 2023 (the “3.000% Notes”) upon their maturity. The 3.000% Notes were repaid
using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 3.000% Notes remained
outstanding.
Offerings of Senior Notes
5.500% Senior Notes and 5.650% Senior Notes Offering—On March 3, 2023, the Company completed a registered public
offering of $700.0 million aggregate principal amount of 5.500% senior unsecured notes due 2028 (the “5.500% Notes”) and
$800.0 million aggregate principal amount of 5.650% senior unsecured notes due 2033 (the “5.650% Notes”). The net proceeds
from this offering were approximately $1,480.9 million, after deducting commissions and estimated expenses. The Company
used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
4.125% Senior Notes and 4.625% Senior Notes Offering—On May 16, 2023, the Company completed a registered public
offering of 600.0 million EUR ($652.1 million at the date of issuance) aggregate principal amount of 4.125% senior unsecured
notes due 2027 (the “4.125% Notes”) and 500.0 million EUR ($543.4 million at the date of issuance) aggregate principal
amount of 4.625% senior unsecured notes due 2031 (the “4.625% Notes”). The net proceeds from this offering were
approximately 1,089.5 million EUR (approximately $1,184.1 million at the date of issuance), after deducting commissions and
estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit
Facility and the 2021 Credit Facility.
5.250% Senior Notes and 5.550% Senior Notes Offering—On May 25, 2023, the Company completed a registered public
offering of $650.0 million aggregate principal amount of 5.250% senior unsecured notes due 2028 (the “5.250% Notes”) and
$850.0 million aggregate principal amount of 5.550% senior unsecured notes due 2033 (the “5.550% Notes”). The net proceeds
from this offering were approximately $1,481.9 million, after deducting commissions and estimated expenses. The Company
used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
5.800% Senior Notes and 5.900% Senior Notes Offering—On September 15, 2023, the Company completed a registered public
offering of $750.0 million aggregate principal amount of 5.800% senior unsecured notes due 2028 (the “5.800% Notes”) and
$750.0 million aggregate principal amount of 5.900% senior unsecured notes due 2033 (the “5.900% Notes”). The net proceeds
from this offering were approximately $1,482.8 million, after deducting commissions and estimated expenses. The Company
used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
The following table outlines key terms related to the Company’s outstanding senior notes as of December 31, 2023:
Aggregate
Principal
Amount
500.0
1,000.0
650.0
650.0
750.0
551.9
750.0
500.0
500.0
700.0
551.9
600.0
1,000.0
400.0
0.600% Notes
5.00% Notes (4)
3.375% Notes
2.950% Notes
2.400% Notes
1.375% Notes (5)
4.000% Notes
1.300% Notes
4.400% Notes
1.600% Notes
1.950% Notes (5)
1.450% Notes
3.375% Notes
3.125% Notes
0.1
(0.3)
(1.8)
(1.5)
(1.9)
(1.9)
(1.7)
(1.3)
(2.6)
(2.3)
(4.1)
(5.3)
(1.1)
Adjustments to
Principal Amount
(1)
2023
(0.0)
2022
(1.1)
Interest
payments due (2)
January 15 and July 15
Issue Date
Par Call Date (3)
November 20, 2020
N/A
N/A
February 15 and August 15
August 19, 2013
May 15 and November 15
January 15 and July 15
March 15, 2019
June 13, 2019
April 15, 2024
December 15, 2024
(2.7) March 15 and September 15
January 10, 2020
February 15, 2025
April 4
April 6, 2017
January 4, 2025
0.5
(1.7)
(3.6)
(3.2)
(3.2)
June 1 and December 1
(2.7) March 15 and September 15
(1.9)
(3.7)
February 15 and August 15
April 15 and October 15
May 22
(3.2)
(5.5) March 15 and September 15
(7.1)
(1.4)
April 15 and October 15
January 15 and July 15
F-30
May 7, 2015
June 3, 2020
March 1, 2025
August 15, 2025
January 12, 2016 November 15, 2025
March 15, 2026
March 29, 2021
May 22, 2018
September 27, 2021
May 13, 2016
September 30, 2016
February 22, 2026
August 15, 2026
July 15, 2026
October 15, 2026
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2.750% Notes
0.450% Notes (5)
0.400% Notes (5)
3.650% Notes
4.125% Notes (5)
3.55% Notes
3.600% Notes
0.500% Notes (5)
1.500% Notes
5.500% Notes
5.250% Notes
5.800% Notes
3.950% Notes
0.875% Notes (5)
3.800% Notes
2.900% Notes
2.100% Notes
0.950% Notes (5)
1.875% Notes
2.700% Notes
4.625% Notes (5)
2.300% Notes
1.000% Notes (5)
4.050% Notes
5.650% Notes
1.250% Notes (5)
5.550% Notes
5.900% Notes
3.700% Notes
3.100% Notes (6)
2.950% Notes (7)
750.0
827.9
551.9
650.0
662.3
750.0
700.0
827.9
650.0
700.0
650.0
750.0
600.0
827.9
(3.0)
(3.6)
(3.7)
(5.2)
(3.7)
(2.9)
(4.0)
(5.1)
(2.9)
(6.4)
(6.1)
(6.6)
(6.3)
(4.2)
January 15 and July 15
(3.9)
January 15
(4.7)
(4.9)
February 15
(6.7) March 15 and September 15
—
(3.7)
(4.9)
(6.3)
(3.5)
May 16
January 15 and July 15
January 15 and July 15
January 15
January 31 and July 31
— March 15 and September 15
January 15 and July 15
—
May 15 and November 15
—
(7.4) March 15 and September 15
May 21
(5.1)
October 3, 2019 November 15, 2026
May 21, 2021 November 15, 2026
December 15, 2026
February 15, 2027
October 5, 2021
April 1, 2022
March 16, 2027
May 16, 2023
April 15, 2027
June 30, 2017
October 15, 2027
December 8, 2017
October 15, 2027
September 10, 2020
November 20, 2020 November 30, 2027
March 3, 2023
May 25, 2023
September 15, 2023
March 15, 2019
May 21, 2021
February 15, 2028
June 15, 2028
October 15, 2028
December 15, 2028
February 21, 2029
1,650.0
(11.4)
(13.2)
February 15 and August 15
June 13, 2019
May 15, 2029
750.0
750.0
551.9
800.0
700.0
551.9
700.0
717.5
650.0
800.0
551.9
850.0
(5.8)
(6.9)
(5.9)
(6.7)
(5.0)
(6.7)
(7.3)
(6.0)
(7.1)
(9.4)
(6.1)
(9.4)
750.0
600.0
1,050.0
1,050.0
(8.5)
(7.6)
(11.4)
(26.8)
(6.6)
(7.8)
(6.8)
(7.5)
(5.6)
January 15 and July 15
June 15 and December 15
October 5
April 15 and October 15
April 15 and October 15
—
May 16
(8.1) March 15 and September 15
(6.8)
January 15
(7.8) March 15 and September 15
— March 15 and September 15
January 10, 2020
June 3, 2020
October 5, 2021
September 28, 2020
March 29, 2021
May 16, 2023
September 27, 2021
September 10, 2020
April 1, 2022
March 3, 2023
October 15, 2029
March 15, 2030
July 5, 2030
July 15, 2030
January 15, 2031
February 16, 2031
June 15, 2031
October 15, 2031
December 15, 2031
December 15, 2032
(6.8)
—
—
(7.8)
(11.7)
(27.5)
May 21
January 15 and July 15
May 15 and November 15
April 15 and October 15
June 15 and December 15
January 15 and July 15
May 21, 2021
May 25, 2023
February 21, 2033
April 15, 2033
September 15, 2023
October 3, 2019
June 3, 2020
November 20, 2020
August 15, 2033
April 15, 2049
December 15, 2049
July 15, 2050
Includes unamortized discounts, premiums and debt issuance costs.
_______________
(1)
(2) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis
of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on
the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date
on which interest was paid on the notes, beginning on the issue date.
(3) The Company may redeem the notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus a
make-whole premium, together with accrued interest to the redemption date. If the Company redeems the notes on or after the par call date, the Company
will not be required to pay a make-whole premium.
(4) The original issue date for the initial 5.00% Notes was August 19, 2013. The issue date for the reopened 5.00% Notes was January 10, 2014.
(5) Notes are denominated in EUR.
(6) The original issue date for the initial 3.100% Notes was June 3, 2020. The issue date for the reopened 3.100% Notes was September 28, 2020.
(7) The original issue date for the initial 2.950% Notes was November 20, 2020. The issue date for the reopened 2.950% Notes was September 27, 2021.
F-31
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company may redeem each series of senior notes at any time, subject to the terms of the applicable supplemental
indenture, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus a make-whole
premium, as applicable, together with accrued interest to the redemption date. In addition, if the Company undergoes a change
of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the notes, the
Company may be required to repurchase all of the applicable notes at a purchase price equal to 101% of the principal amount of
such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing
and future indebtedness and other obligations of its subsidiaries.
Each applicable supplemental indenture for the notes contains certain covenants that restrict the Company’s ability to merge,
consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number
of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens
securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA,
as defined in the applicable supplemental indenture. As of December 31, 2023, the Company was in compliance with each of
these covenants.
American Tower Subsidiary Debt
Securitizations
The Company has several securitizations in place. Cash flows generated by the communications sites that secure the securitized
debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations
or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash
flows not needed to service the securitized debt and other obligations arising out of the securitizations. The securitized debt is
the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its
other subsidiaries.
American Tower Secured Revenue Notes, Series 2015-1, Class A and Series 2015-2, Class A—In May 2015, GTP Acquisition
Partners I, LLC (“GTP Acquisition Partners”), one of the Company’s wholly owned subsidiaries, refinanced existing debt with
cash on hand and proceeds from a private issuance (the “2015 Securitization”) of $350.0 million of American Tower Secured
Revenue Notes, Series 2015-1, Class A, which were subsequently repaid on the June 2020 payment date, and $525.0 million of
American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”).
The Series 2015-2 Notes were issued by GTP Acquisition Partners pursuant to a Third Amended and Restated Indenture and
related series supplements, each dated as of May 29, 2015 (collectively, the “2015 Indenture”), between GTP Acquisition
Partners and its subsidiaries (the “GTP Entities”) and The Bank of New York Mellon, as trustee. The effective weighted
average life and interest rate of the 2015 Notes was 8.1 years and 3.029%, respectively, as of the date of issuance.
The outstanding Series 2015-2 Notes are secured by (i) mortgages, deeds of trust and deeds to secure debt on substantially all of
the 3,343 communications sites (the “2015 Secured Sites”) owned by the GTP Entities and their operating cash flows, (ii) a
security interest in substantially all of the personal property and fixtures of the GTP Entities, including GTP Acquisition
Partners’ equity interests in its subsidiaries and (iii) the rights of the GTP Entities under a management agreement. American
Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed
repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment
obligations.
Repayment of Series 2013-2A Securities—On the March 2023 repayment date, the Company repaid the entire $1.3 billion
aggregate principal amount outstanding under the Company’s Secured Tower Revenue Securities, Series 2013-2A due 2023
(the “Series 2013-2A Notes”), pursuant to the terms of the agreements governing such securities. The repayment was funded
with proceeds from the 2023 Securitization (as defined below).
Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R, Series 2018-1, Subclass A and
Series 2018-1, Subclass R—On March 13, 2023, the Company completed a securitization transaction (the “2023
Securitization”), in which American Tower Trust I (the “Trust”) issued $1.3 billion aggregate principal amount of Secured
Tower Revenue Securities, Series 2023-1, Subclass A (the “Series 2023-1A Securities”). To satisfy the applicable risk retention
requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and,
such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $68.5 million
aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass R (the “Series 2023-1R Securities”
and, together with the Series 2023-1A Securities, the “2023 Securities”) to retain an “eligible horizontal residual interest” (as
defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2023 Securities.
F-32
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization,” and, together with the 2023
Securitization, the “Trust Securitizations”), in which the Trust issued $500.0 million aggregate principal amount of Secured
Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”). To satisfy the Risk Retention Rules,
the Trust issued, and one of the Company’s affiliates purchased, $26.4 million aggregate principal amount of Secured Tower
Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A
Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in
an amount equal to at least 5% of the fair value of the 2018 Securities.
The assets of the Trust consist of a nonrecourse loan broken into components or “componentized” (the “Loan”), which secures
each of the 2018 Securities and the 2023 Securities. The AMT Asset Subs are jointly and severally liable under the Loan, which
is secured primarily by mortgages on the AMT Asset Subs’ interests in 5,034 broadcast and wireless communications towers
and related assets (the “Trust Sites”).
The 2023 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Second Supplement
and Amendment dated as of March 13, 2023 (the “2023 Supplement”) to the Second Amended and Restated Loan and Security
Agreement dated as of March 29, 2018 (the “Loan Agreement,” which continues to govern the 2018 Securities, and
collectively, the “Trust Loan Agreement”).
The 2023 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2023 Securities
and (b) have an expected life of approximately five years with a final repayment date in March 2053. The Series 2023-1A
Securities and the Series 2023-1R Securities have interest rates of 5.490% and 5.735%, respectively. Subject to certain limited
exceptions described below, no payments of principal will be required to be made on the components of the Loan
corresponding to the 2023 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date
for those components.
The 2018 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities
and (b) have an expected life of approximately ten years with a final repayment date in March 2048. The Series 2018-1A
Securities have an interest rate of 3.652% and the Series 2018-1R Securities have an interest rate of 4.459%. Subject to certain
limited exceptions described below, no payments of principal will be required to be made on the components of the Loan
corresponding to the 2018 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date
for such components.
The AMT Asset Subs are required to make monthly payments of interest on the Loan. The debt service on the Loan will be paid
solely from the cash flows generated from the operation of the Trust Sites held by the AMT Asset Subs.
The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the Trust Sites and their
operating cash flows, (2) a security interest in substantially all of the AMT Asset Subs’ personal property and fixtures and
(3) the AMT Asset Subs’ rights under that certain management agreement among the AMT Asset Subs and SpectraSite
Communications, LLC entered into in March 2013. American Tower Holding Sub, LLC (the “Guarantor”), whose only material
assets are its equity interests in each of the AMT Asset Subs, and American Tower Guarantor Sub, LLC whose only material
asset is its equity interests in the Guarantor, have each guaranteed repayment of the Loan and pledged their equity interests in
their respective subsidiary or subsidiaries as security for such payment obligations.
Under the terms of the Loan Agreement and the 2015 Indenture, amounts due will be paid from the cash flows generated by the
Trust Sites or the 2015 Secured Sites, respectively, which must be deposited into certain reserve accounts, and thereafter
distributed, solely pursuant to the terms of the Loan Agreement or 2015 Indenture, as applicable. On a monthly basis, after
payment of all required amounts under the Loan Agreement or 2015 Indenture, as applicable, including interest payments,
subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the
AMT Asset Subs or GTP Acquisition Partners, as applicable, which can then be distributed to, and used by, the Company.
In order to distribute any excess cash flow to the Company, the AMT Asset Subs and GTP Acquisition Partners must each
maintain a specified debt service coverage ratio (the “DSCR”), which is generally calculated as the ratio of the net cash flow (as
defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the
succeeding 12 months on the principal amount of the Loan or the 2015 Notes, as applicable, that will be outstanding on the
payment date following such date of determination. If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any
quarter, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay
management fees and budgeted operating expenses and make other payments required under the applicable transaction
documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead
of being released to the AMT Asset Subs or GTP Acquisition Partners, as applicable. The funds in the Cash Trap Reserve
F-33
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the
Cash Trap DSCR for two consecutive calendar quarters. Additionally, if the borrower under the 2023 Securitization does not
meet certain title insurance policy requirements within the specified time period under the agreements, excess cash flow will
also be deposited into the Cash Trap Reserve Account.
Additionally, an “amortization period” commences if, as of the end of any calendar quarter, the DSCR is equal to or below
1.15x (the “Minimum DSCR”) and will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive
calendar quarters. With respect to the Trust Securities, an “amortization period” also commences if, on the anticipated
repayment date the component of the Loan corresponding to the applicable subclass of the Trust Securities has not been repaid
in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full. If the
Series 2015-2 Notes have not been repaid in full on the applicable anticipated repayment date, additional interest will accrue on
the unpaid principal balance of the Series 2015-2 Notes, and such notes will begin to amortize on a monthly basis from excess
cash flow. During an amortization period, all excess cash flow and any amounts then in the applicable Cash Trap Reserve
Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment
date.
The Loan and the Series 2015-2 Notes may be prepaid in whole or in part at any time, provided such payment is accompanied
by the applicable prepayment consideration. If the prepayment occurs within (i) 18 months of the anticipated repayment date
with respect to the Series 2015-2 Notes, (ii) 36 months of the anticipated repayment date with respect to the Series 2018
Securities, and (iii) 12 months of the anticipated repayment date for the 2023 Securities, no prepayment consideration is due.
The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions
subject to rated securitizations. Among other things, the AMT Asset Subs and the GTP Entities, as applicable, are prohibited
from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary carve-outs for
ordinary course trade payables and permitted encumbrances (as defined in the Loan Agreement or the 2015 Indenture, as
applicable). The organizational documents of the AMT Asset Subs and the GTP Entities contain provisions consistent with
rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent
directors. The Loan Agreement and the 2015 Indenture also contain certain covenants that require the AMT Asset Subs or GTP
Acquisition Partners, as applicable, to provide the respective trustee with regular financial reports and operating budgets,
promptly notify such trustee of events of default and material breaches under the Loan Agreement and other agreements related
to the Trust Sites or the 2015 Indenture and other agreements related to the 2015 Secured Sites, as applicable, and allow the
applicable trustee reasonable access to the sites, including the right to conduct site investigations.
A failure to comply with the covenants in the Loan Agreement or the 2015 Indenture could prevent the AMT Asset Subs or
GTP Acquisition Partners, as applicable, from distributing excess cash flow to the Company. Furthermore, if the AMT Asset
Subs or GTP Acquisition Partners were to default on the Loan or the Series 2015-2 Notes, the applicable trustee may seek to
foreclose upon or otherwise convert the ownership of all or any portion of the Trust Sites or the 2015 Secured Sites,
respectively, in which case the Company could lose the revenue and cash flows associated with those assets. With respect to the
Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at
the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes
immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
Further, under the Loan Agreement and the 2015 Indenture, the AMT Asset Subs or GTP Acquisition Partners, respectively, are
required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance
premiums, and, under the 2015 Indenture and in certain circumstances under the Loan Agreement, to reserve a portion of
advance rents from tenants on the Trust Sites. Based on the terms of the Loan Agreement and the 2015 Indenture, all rental cash
receipts received for each month are reserved for the succeeding month and held in an account controlled by the applicable
trustee and then released. The $69.4 million held in the reserve accounts with respect to the Trust Securitizations and the $6.9
million held in the reserve accounts with respect to the 2015 Securitization as of December 31, 2023 are classified as Restricted
cash on the Company’s accompanying consolidated balance sheets.
India Credit Facilities—The India credit facilities include several working capital facilities, most of which are subject to annual
renewal. The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based
Lending Rate or Market Benchmark (as defined in the applicable agreement), plus a spread. Generally, the working capital
facilities are payable on demand prior to maturity. During the year ended December 31, 2023, the Company increased the
borrowing capacity of its working capital facilities in India by 2.8 billion INR (approximately $33.7 million). As of
December 31, 2023, the Company has not borrowed under these facilities.
F-34
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Amounts outstanding and key terms of the India credit facilities consisted of the following as of December 31, 2023 (in
millions, except percentages):
Working capital facilities (1)
— $
—
Amount
Outstanding
(INR)
Amount
Outstanding
(USD)
Interest Rate (Range)
8.33% - 9.30%
Maturity Date (Range)
February 4, 2024 - October 23, 2024
_______________
(1)
10.7 billion Indian Rupees (“INR”) ($128.7 million) of borrowing capacity as of December 31, 2023. The Company has 0.2 billion INR (approximately
$2.7 million) of bank guarantees outstanding included within the overall borrowing capacity.
Other Subsidiary Debt—The Company’s other subsidiary debt as of December 31, 2023 includes (i) drawn letters of credit in
Nigeria (the “Nigeria Letters of Credit”) and (ii) the India Term Loan (as defined below).
India Term Loan—On February 16, 2023, the Company entered into an unsecured term loan with the ability to borrow up to
12.0 billion INR (approximately $145.1 million at the date of signing) with a maturity date that is one year from the date of the
first draw thereunder (the “India Term Loan”). On February 17, 2023, the Company borrowed 10.0 billion INR (approximately
$120.7 million at the date of borrowing) under the India Term Loan. The India Term Loan bears interest at the three month
treasury bill rate as announced by the Financial Benchmarks India Private Limited plus a margin of 1.95%. Any outstanding
principal and accrued but unpaid interest will be due and payable in full at maturity. The India Term Loan does not require
amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or
premium.
Amounts outstanding and key terms of other subsidiary debt consisted of the following as of December 31, (in millions, except
percentages):
Carrying Value
(Denominated Currency)
Carrying Value
(USD)
Interest
Rate
Maturity Date
2023
2022
2023
2022
Nigeria Letters of Credit (1) ............
India Term Loan (2) ........................
3.4
10,000.0
16.2
$
— $
3.4
120.2
$
$
16.2
—
Various
8.89 %
Various
February 16, 2024
_______________
(1) Denominated in USD. During the year ended December 31, 2023, we drew on letters of credit in Nigeria. The drawn amounts bear interest at a rate equal
to the SOFR at the time of drawing plus a spread. Amounts are due 270 days from the date of drawing.
(2) Denominated in INR. Subsequent to December 31, 2023, the Company amended the India Term Loan to extend the maturity date to December 31, 2024.
Each of the agreements governing the other subsidiary debt contains contractual covenants and other restrictions. Failure to
comply with certain of the financial and operating covenants could constitute a default under the applicable debt agreement,
which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming
immediately due and payable.
Finance Lease Obligations—The Company’s finance lease obligations approximated $20.6 million and $27.8 million as of
December 31, 2023 and 2022, respectively. Finance lease obligations are described further in note 4.
Maturities—Aggregate principal maturities of long-term debt, including finance leases, for the next five years and thereafter
are expected to be:
Fiscal Year
Amount
3,187.5
2024 ............................................................................................................................................................................... $
3,729.9
2025 ...............................................................................................................................................................................
4,077.5
2026 ...............................................................................................................................................................................
5,593.6
2027 ...............................................................................................................................................................................
7,682.2
2028 ...............................................................................................................................................................................
14,911.1
Thereafter ......................................................................................................................................................................
39,181.8
Total cash obligations.............................................................................................................................................
(260.3)
Unamortized discounts, premiums and debt issuance costs, net............................................................................
Balance as of December 31, 2023 .......................................................................................................................... $ 38,921.5
F-35
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
9. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
Unearned revenue .................................................................................................................. $
Other miscellaneous liabilities...............................................................................................
Other non-current liabilities................................................................................................... $
December 31, 2023
475.3
745.3
1,220.6
December 31, 2022
489.5
$
697.3
1,186.8
$
As of
10. ASSET RETIREMENT OBLIGATIONS
The changes in the carrying amount of the Company’s asset retirement obligations were as follows:
Beginning balance as of January 1, .................................................................................................. $
Additions...........................................................................................................................................
Accretion expense.............................................................................................................................
Revisions in estimates (1).................................................................................................................
Settlements........................................................................................................................................
Balance as of December 31, ............................................................................................................. $
2023
2,047.4
12.8
118.8
(3.1)
(17.7)
2,158.2
$
$
2022
2,003.0
32.9
114.8
(91.2)
(12.1)
2,047.4
_______________
(1) Revisions in estimates include an increase to the liability of $22.3 million and a decrease to the liability of $24.6 million related to foreign currency
translation for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the estimated undiscounted future cash outlay for asset retirement obligations was $4.0 billion.
11. FAIR VALUE MEASUREMENTS
The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Below are the
three levels of inputs that may be used to measure fair value:
Level 1
Level 2
Level 3
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at
the measurement date.
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities.
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities.
Items Measured at Fair Value on a Recurring Basis—The fair values of the Company’s financial assets and liabilities that are
required to be measured on a recurring basis at fair value were as follows:
December 31, 2023
December 31, 2022
Fair Value Measurements Using
Fair Value Measurements Using
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Assets:
Investments in equity securities (1)................ $
VIL OCDs ......................................................
28.2 $
— $
5.3
192.3
— $
—
29.2
—
Liabilities:
Interest rate swap agreements ........................
Fair value of debt related to interest rate
swap agreements (2).......................................
—
—
—
—
—
— $
— $
(4.9)
—
—
6.2
—
—
—
—
—
_______________
(1)
Investments in equity securities are recorded in Notes receivable and other non-current assets in the consolidated balance sheet at fair value. Unrealized
holding gains and losses for equity securities are recorded in Other income (expense) in the consolidated statements of operations in the current period.
F-36
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
During the years ended December 31, 2023 and 2022, the Company recognized unrealized gains (losses) of $4.3 million and $(16.7) million, respectively,
for equity securities held as of December 31, 2023.
Included in the carrying values of the corresponding debt obligations as of December 31, 2022. As of December 31, 2023, the interest rate swap
agreements under the 3.000% Notes were settled.
(2)
Interest Rate Swap Agreements
The fair value of the Company’s interest rate swap agreements is determined using pricing models with inputs that are
observable in the market or can be derived principally from, or corroborated by, observable market data. For derivative
instruments that are designated and qualify as fair value hedges, changes in the value of the derivatives are recognized in the
consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable
to the hedged risk. For derivative instruments that are designated and qualify as cash flow hedges, the Company records the
change in fair value for the effective portion of the cash flow hedges in AOCL in the consolidated balance sheets and
reclassifies a portion of the value from AOCL into Interest expense on a quarterly basis as the cash flows from the hedged item
affects earnings. The Company records the settlement of interest rate swap agreements in (Loss) gain on retirement of long-term
obligations in the consolidated statements of operations in the period in which the settlement occurs.
The Company entered into three interest rate swap agreements with an aggregate notional value of $500.0 million related to the
3.000% Notes. These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge
against changes in fair value of the 3.000% Notes resulting from changes in interest rates. The interest rate swap agreements
required the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive
fixed interest at a rate of 3.000% through June 15, 2023. The interest rate swap agreements expired upon repayment of the
3.000% Notes in full on June 15, 2023 upon maturity. As of December 31, 2023, there were no amounts outstanding under the
interest rate swap agreements under the 3.000% Notes.
During the year ended December 31, 2023, there were no material fair value adjustments related to interest rate swaps.
VIL Optionally Convertible Debentures—In February 2023, one of the Company’s customers in India, Vodafone Idea Limited
(“VIL”), issued optionally convertible debentures (the “VIL OCDs”) to the Company’s subsidiary, ATC Telecom Infrastructure
Private Limited (“ATC TIPL”), in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL
OCDs are (a) to be repaid by VIL with interest or (b) convertible into equity of VIL. If converted, such equity shall be free to
trade in the open market beginning on the one year anniversary of the date of issuance of the VIL OCDs. The VIL OCDs were
issued for an aggregate face value of 16.0 billion INR (approximately $193.2 million on the date of issuance). The VIL OCDs
were to mature in tranches with 8.0 billion INR (approximately $96.6 million on the date of issuance) maturing on August 27,
2023 and 8.0 billion INR (approximately $96.6 million on the date of issuance) maturing on August 27, 2024. In August 2023,
the Company amended the agreements governing the VIL OCDs to, among other items, extend the maturity of the first tranche
of the VIL OCDs to August 27, 2024. The fair value of the VIL OCDs at issuance was approximately $116.5 million. The VIL
OCDs accrue interest at a rate of 11.2% annually. Interest is payable to ATC TIPL semi-annually, with the first payment
received in September 2023.
The VIL OCDs are recorded in Prepaid and other current assets in the consolidated balance sheet at fair value. The significant
input to the fair value of the VIL OCDs is the lesser of the (i) VIL equity share price underlying the instruments, less a liquidity
discount, and (ii) redemption value. Unrealized holding gains and losses for the VIL OCDs are recorded in Other income
(expense) in the consolidated statements of operations in the current period. During the year ended December 31, 2023, the
Company recognized unrealized gains of $76.7 million for the VIL OCDs held as of December 31, 2023.
Items Measured at Fair Value on a Nonrecurring Basis
Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair
value using Level 3 inputs.
During the year ended December 31, 2023, long-lived assets held and used with a carrying value of $35.2 billion, included
assets of approximately $0.2 billion that were written down to their net realizable value of less than $0.1 billion as a result of an
asset impairment charge of $202.4 million. During the year ended December 31, 2022, long-lived assets held and used with a
carrying value of $46.1 billion, included assets of approximately $0.8 billion that were written down to their net realizable value
of approximately $0.2 billion as a result of an asset impairment charge of $655.9 million. The asset impairment charges are
recorded in Other operating expenses in the accompanying consolidated statements of operations. These adjustments were
determined by comparing the estimated fair value of the subject assets utilizing projected future discounted cash flows to be
provided from the long-lived assets to the asset’s carrying value.
The significant unobservable inputs used to determine the fair value of the individual tower and acquired network location
intangible assets subject to impairment in 2023 and 2022 included the following:
F-37
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Terminal growth rates on cash flows (1)
Weighted average cost of capital (2)
Year Ended December 31,
2023
2022
Range
2% to 7%
6% to 46%
Weighted Average
3%
10%
Range
3% to 7%
6% to 35%
Weighted Average
3%
13%
_______________
(1) On a local currency basis.
(2) Specific to the country of each impaired asset. Due to the underlying economic characteristics of the markets the Company operates in, the weighted
average cost of capital may vary significantly from market to market.
The majority of the tenant relationships measured at fair value for impairment purposes in 2022 utilized a weighted average cost
of capital of 11%; however, terminal growth rates are not used in the valuation of acquired tenant-related intangible assets.
The table below indicates the percentages of the asset class that were subject to fair value measurement and subsequently
impaired for the years ended December 31, 2023 and 2022:
Towers and related assets .................................................................................................
Acquired network location intangible assets ....................................................................
Acquired tenant-related intangible assets .........................................................................
2023
2022
1%
1%
1%
1%
2%
5%
The Company believes any reasonable change in the significant unobservable inputs utilized would not have a material impact
on the fair value of the assets used in connection with the impairment recorded.
During the year ended December 31, 2023, the Company undertook a process to evaluate various strategic alternatives with
respect to its India operations, which resulted in the Pending ATC TIPL Transaction (as defined in note 22) in January 2024. As
part of this process, the Company received indications of value from third parties, which were less than the carrying value of
the India reporting unit. The Company incorporated this information as a significant input used to determine the fair value of
the India reporting unit.
The Company performed its annual goodwill impairment test as of December 31, 2023. The Company determined that the
carrying amount of the Spain reporting unit exceeded its fair value, as calculated under an income approach using future
discounted cash flows. The significant unobservable inputs used to determine the fair value of the Spain reporting until as of
December 31, 2023 included the following:
Terminal growth rates on cash flows
Weighted average cost of capital
2023
2%
7%
During the year ended December 31, 2023, the Company recorded goodwill impairments of $322.0 million related to India and
$80.0 million related to Spain, for a total of $402.0 million, as discussed further in note 5.
There were no other items measured at fair value on a nonrecurring basis during the year ended December 31, 2023.
Fair Value of Financial Instruments—The Company’s financial instruments for which the carrying value reasonably
approximates fair value at December 31, 2023 and 2022 include cash and cash equivalents, restricted cash, accounts receivable
and accounts payable. The Company’s estimates of fair value of its long-term obligations, including the current portion, are
based primarily upon reported market values. For long-term debt not actively traded, fair value is estimated using either
indicative price quotes or a discounted cash flow analysis using rates for debt with similar terms and maturities. As of
December 31, 2023, the carrying value and fair value of long-term obligations, including the current portion, were $38.9 billion
and $36.7 billion, respectively, of which $30.0 billion was measured using Level 1 inputs and $6.7 billion was measured using
Level 2 inputs. As of December 31, 2022, the carrying value and fair value of long-term obligations, including the current
portion, were $38.7 billion and $35.1 billion, respectively, of which $24.5 billion was measured using Level 1 inputs and $10.6
billion was measured using Level 2 inputs.
F-38
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
12.
INCOME TAXES
Beginning in the taxable year ended December 31, 2012, the Company has filed, and intends to continue to file, U.S. federal
income tax returns as a REIT, and its domestic TRSs filed, and intend to continue to file, separate tax returns as required. The
Company also files tax returns in various states and countries. The Company’s state tax returns reflect different combinations of
the Company’s subsidiaries and are dependent on the connection each subsidiary has with a particular state and form of
organization. The following information pertains to the Company’s income taxes on a consolidated basis.
The income tax provision from continuing operations consisted of the following:
Year Ended December 31,
2023
2022
2021
Current:
Federal ............................................................................................. $
State .................................................................................................
Foreign .............................................................................................
(1.0) $
(4.9)
(6.5) $
(5.8)
(330.3)
(248.4)
Deferred:
Federal .............................................................................................
State .................................................................................................
Foreign .............................................................................................
Income tax provision............................................................................... $
1.8
0.8
179.4
(154.2) $
(2.8)
0.8
238.7
(24.0) $
(26.0)
(9.3)
(267.7)
0.0
(2.5)
43.7
(261.8)
The effective tax rate (“ETR”) on income from continuing operations for the years ended December 31, 2023, 2022 and 2021
differs from the federal statutory rate primarily due to the Company’s qualification for taxation as a REIT, as well as
adjustments for state and foreign items. As a REIT, the Company may deduct earnings distributed to stockholders against the
income generated by its REIT operations.
For the year ended December 31, 2023, the increase in the income tax provision was primarily attributable to increased earnings
in certain foreign jurisdictions in the current year after adjusting for non-deductible amounts, partially offset by a benefit in the
current year from the application of a tax law change in Kenya. The income tax provision for the year ended December 31,
2022 included a reduction in income due to intangible asset impairment charges in India. The income tax provision for the year
ended December 31, 2023 included the reversal of valuation allowances of $87.2 million in certain foreign jurisdictions as
compared to the reversal of valuation allowances of $76.5 million for the year ended December 31, 2022.
Reconciliation between the U.S. statutory rate and the effective rate from continuing operations is as follows:
Statutory tax rate.......................................................................................
Adjustment to reflect REIT status (1).......................................................
Foreign taxes ............................................................................................
Foreign withholding taxes ........................................................................
Uncertain tax positions .............................................................................
Changes in tax laws ..................................................................................
Changes in valuation allowance
Year Ended December 31,
2023
2022
2021
21 %21
(21)
9
4
4
(2)
(5)
%
(21)
(1)
4
2
—
(4)
21 %
(21)
3
2
4
—
(0)
Effective tax rate.......................................................................................
10 %
1 %
9 %
_______________
(1) As a result of the ability to utilize the dividends paid deduction to offset the Company’s REIT income and gains.
F-39
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The domestic and foreign components of income from continuing operations before income taxes are as follows:
United States............................................................................................. $
Foreign......................................................................................................
Total .................................................................................................. $
Year Ended December 31,
2023
2022
2021
1,371.4
149.9
1,521.3
$
$
1,973.2
(252.5)
1,720.7
$
$
2,517.4
312.0
2,829.4
The components of the net deferred tax asset and liability and related valuation allowance were as follows:
December 31, 2023 December 31, 2022
Assets:
Operating lease liability
Net operating loss carryforwards
Accrued asset retirement obligations
Stock-based compensation
Unearned revenue
Unrealized loss on foreign currency
Other accruals and allowances
Nondeductible interest
Tax credits
Capital loss carryforwards (1)
Items not currently deductible and other
Liabilities:
Depreciation and amortization
Right-of-use asset
Deferred rent
Other
Subtotal
Valuation allowance
Net deferred tax liabilities
$
$
$
1,147.3
276.4
245.9
8.5
35.8
20.8
89.1
67.1
158.8
175.0
84.5
(1,718.1)
(1,147.2)
(133.9)
(58.8)
(748.8)
(433.5)
(1,182.3) $
1,117.4
265.5
238.5
8.1
32.7
24.4
84.1
93.4
106.8
5.8
44.3
(1,792.6)
(1,118.5)
(113.0)
(24.0)
(1,027.1)
(335.7)
(1,362.8)
_______________
(1) As of December 31, 2023 includes amounts related to the sale of Mexico Fiber.
The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized. Management assesses the available evidence to estimate if sufficient future taxable
income will be generated to use the existing deferred tax assets. Valuation allowances may be reversed if, based on changes in
facts and circumstances, the net deferred tax assets have been determined to be realizable.
At December 31, 2023 and 2022, the Company has provided a valuation allowance of $433.5 million and $335.7 million,
respectively, which primarily relates to foreign items. The increase in the valuation allowance for the year ending December 31,
2023 is due to uncertainty as to the timing of, and the Company’s ability to recover, net deferred tax assets in certain foreign
operations in the foreseeable future, offset by reversals and fluctuations in foreign currency exchange rates. The amount of
deferred tax assets considered realizable, however, could be adjusted if objective evidence in the form of cumulative losses is
no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth.
F-40
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
A summary of the activity in the valuation allowance is as follows:
Balance as of January 1, ......................................................................................... $
Additions (1)...........................................................................................................
Usage, expiration and reversals ..............................................................................
Foreign currency translation...................................................................................
$
335.7
249.1
(87.2)
(64.1)
$
329.3
93.9
(76.5)
(11.0)
Balance as of December 31, ................................................................................... $
433.5
$
335.7
$
228.5
146.3
(26.2)
(19.3)
329.3
2023
2022
2021
_______________
(1) Includes net charges to expense and allowances established due to acquisition.
The recoverability of the Company’s deferred tax assets has been assessed utilizing projections based on its current operations.
Accordingly, the recoverability of the deferred tax assets is not dependent on material asset sales or other non-routine
transactions. Based on its current outlook of future taxable income during the carryforward period, the Company believes that
deferred tax assets, other than those for which a valuation allowance has been recorded, will be realized.
The Company intends to reinvest foreign earnings indefinitely outside of the U.S., except for earnings in certain entities in
Brazil, Burkina Faso, Costa Rica, Jersey, Mexico, Netherlands, Singapore, South Africa and the United Kingdom. Any tax
consequences for future distributions have been recorded as deferred tax liabilities.
At December 31, 2023, the Company had net federal, state and foreign operating loss carryforwards available to reduce future
taxable income. If not utilized, the Company’s NOLs expire as follows:
Years ended December 31,
2024 to 2028............................................................................................................. $
2029 to 2033.............................................................................................................
2034 to 2038.............................................................................................................
2039 to 2043.............................................................................................................
Indefinite carryforward ............................................................................................
Total ......................................................................................................................... $
Federal
State
Foreign
$
0.0
0.7
66.9
—
283.0
$
217.1
47.1
150.9
97.2
60.4
350.6
$
572.7
$
3.7
4.0
1.1
9.3
928.7
946.8
As of December 31, 2023 and 2022, the total amount of unrecognized tax benefits that would impact the ETR, if recognized, is
$130.7 million and $103.6 million, respectively. The amount of unrecognized tax benefits for the year ended December 31,
2023 includes additions to the Company’s existing tax positions of $50.5 million.
The Company expects the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle
with the applicable taxing jurisdiction during this timeframe, or if the applicable statute of limitations lapses. The impact of the
amount of such changes to previously recorded uncertain tax positions could range from zero to $13.9 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows:
Balance at January 1 .................................................................................. $
Additions based on tax positions related to the current year .....................
Additions and reductions for tax positions of prior years (1)....................
Foreign currency........................................................................................
Reduction as a result of the lapse of statute of limitations ........................
Reduction as a result of effective settlements............................................
Balance at December 31 ............................................................................ $
Year Ended December 31,
2023
2022
2021
115.5
$
108.8
$
42.5
0.4
3.7
(2.1)
(5.9)
13.3
18.2
(5.3)
(0.6)
(18.9)
136.2
7.5
(17.5)
(3.7)
(4.9)
(8.8)
154.1
$
115.5
$
108.8
_______________
(1) Year ended December 31, 2021 includes adjustments of $(16.6) million due to a reclassification of unrecognized tax benefits to penalties and income tax-
related interest expense.
During the year ended December 31, 2023, the statute of limitations on certain unrecognized tax benefits lapsed and certain
positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a
decrease of $15.5 million in the liability for unrecognized tax benefits. During the year ended December 31, 2022, the statute of
F-41
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective
settlements and revisions of prior year positions, which resulted in a decrease of $23.1 million in the liability for unrecognized
tax benefits. During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed
and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the
Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $54.2 million.
The Company recorded penalties and tax-related interest expense to the tax provision of $26.2 million, $20.6 million and $69.5
million for the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2023, the
Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $9.7
million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively
settled. During the years ended December 31, 2022 and 2021, the Company reduced its liability for penalties and income tax-
related interest expense related to uncertain tax positions by $19.9 million and $14.6 million, respectively, due to the expiration
of the statute of limitations in certain jurisdictions and certain positions that were effectively settled. In addition, as a result of a
settlement in the United States, $45.8 million was reclassified to Accrued income tax payable as of December 31, 2021.
As of December 31, 2023 and 2022, the total amount of accrued income tax-related interest and penalties included in the
consolidated balance sheets were $62.8 million and $43.3 million, respectively.
The Company has filed for prior taxable years, and for its taxable year ended December 31, 2023 will file, numerous
consolidated and separate income tax returns, including U.S. federal and state tax returns and foreign tax returns. The Company
is subject to examination in the United States and various state and foreign jurisdictions for certain tax years. As a result of the
Company’s ability to carryforward federal, state and foreign NOLs, the applicable tax years generally remain open to
examination several years after the applicable loss carryforwards have been used or have expired. The Company regularly
assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. The
Company believes that adequate provisions have been made for income taxes for all periods through December 31, 2023.
13. STOCK-BASED COMPENSATION
Summary of Stock-Based Compensation Plans—The Company maintains equity incentive plans that provide for the grant of
stock-based awards to its directors, officers and employees. The Company’s 2007 Equity Incentive Plan, as amended (the “2007
Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and
other stock-based awards. Exercise prices for non-qualified and incentive stock options are not less than the fair value of the
underlying common stock on the date of grant. Awards of RSUs and stock options granted prior to March 10, 2023 generally
vest over four years. In December 2022, the Company’s Compensation Committee changed the terms of its awards to generally
vest over three years. The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does
not change the vesting terms applicable to grants awarded prior to March 10, 2023. The impact of the change in vesting terms
was $7.9 million for the year ended December 31, 2023. Performance-based restricted stock units (“PSUs”) generally vest over
three years. Stock options generally expire ten years from the date of grant. As of December 31, 2023, the Company had the
ability to grant stock-based awards with respect to an aggregate of 4.1 million shares of common stock under the 2007 Plan. In
addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may
purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the
lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through
November 30 and from December 1 through May 31 of each year.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded the following stock-based compensation
expenses in selling, general, administrative and development expense:
Stock-based compensation expense (1) ................................................................. $
195.7
$
169.3
$
119.5
_______________
(1) For the year ended December 31, 2023, excludes $7.6 million of stock-based compensation expenses related to severance recorded in Other operating
expense in the accompanying consolidated statements of operations.
Stock Options—There were no options granted during the years ended December 31, 2023, 2022 and 2021. The fair values of
previously granted stock options were estimated on the date of grant using the Black-Scholes option pricing model based on the
assumptions at the date of grant.
2023
2022
2021
The intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $9.3 million,
$34.3 million and $176.7 million, respectively. As of December 31, 2023, there was no unrecognized compensation expense
F-42
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
related to unvested stock options. The amount of cash received from the exercise of stock options was $7.7 million during the
year ended December 31, 2023.
The Company’s option activity for the year ended December 31, 2023 was as follows (share and per share data disclosed in full
amounts):
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Life (Years)
Aggregate
Intrinsic Value
Options
Outstanding as of January 1, 2023........................................
Granted .................................................................................
Exercised...............................................................................
Forfeited................................................................................
Expired..................................................................................
Outstanding as of December 31, 2023..................................
Exercisable as of December 31, 2023...................................
Vested as of December 31, 2023 ..........................................
855,154
—
(88,199)
—
—
766,955
766,955
766,955
$91.82
—
87.40
—
—
$92.33
$92.33
$92.33
1.34
1.34
1.34
$94.8
$94.8
$94.8
The following table sets forth information regarding options outstanding at December 31, 2023 (share and per share data
disclosed in full amounts):
Range of Exercise
Price Per Share
$81.18 - $94.23
$94.57 - $94.71
$99.67 - $113.60
$81.18 - $113.60
Options Outstanding
Options Exercisable
Outstanding
Number of
Options
Weighted
Average Exercise
Price Per Share
Weighted Average
Remaining Life
(Years)
Options
Exercisable
Weighted
Average Exercise
Price Per Share
148,033
$
608,683
10,239
766,955
$
81.55
94.64
110.75
92.33
0.24
1.59
2.45
1.34
148,033
608,683
10,239
766,955
$
$
81.55
94.64
110.75
92.33
Restricted Stock Units and Performance-Based Restricted Stock Units—The Company’s RSU and PSU activity for the year
ended December 31, 2023 was as follows (share and per share data disclosed in full amounts):
Outstanding as of January 1, 2023 (1) .........................
Granted (2)...................................................................
Vested and Released (3) ..............................................
Forfeited.......................................................................
Outstanding as of December 31, 2023.........................
Expected to vest as of December 31, 2023..................
Vested and deferred as of December 31, 2023 (4) ......
RSUs
1,382,879
960,583
(630,025)
(74,726)
1,638,711
1,638,711
30,259
Weighted Average
Grant Date Fair
Value
PSUs
Weighted Average
Grant Date Fair
Value
$
$
$
$
230.80
191.33
224.41
211.65
210.94
210.94
220.03
276,468
$
166,440
(79,232)
(188)
363,488
363,488
$
$
— $
226.40
193.64
241.47
187.01
208.14
208.14
—
_______________
(1) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2022 PSUs and the 2021 PSUs (each as
defined below), or 98,542 shares and 98,694 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs
granted in 2020 (the “2020 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 79,232 shares.
(2) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2023 PSUs (as defined below), or 118,684
shares, and target number of shares issuable at the end of the one-year performance period for the Retention PSUs (as defined below), or 19,132 shares.
PSUs also includes the shares above target that are issuable for the 2021 PSUs at the end of the three-year performance cycle based on exceeding the
performance metric for the three-year performance period, or 28,624 shares.
(3) PSUs consist of shares vested pursuant to the 2020 PSUs. There are no additional shares to be earned related to the 2020 PSUs.
(4) Vested and deferred RSUs are related to deferred compensation for certain former employees.
The total fair value of RSUs and PSUs that vested during the year ended December 31, 2023 was $137.2 million.
Restricted Stock Units—As of December 31, 2023, total unrecognized compensation expense related to unvested RSUs granted
under the 2007 Plan was $172.4 million and is expected to be recognized over a weighted average period of approximately two
F-43
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement
(each as defined in the applicable RSU award agreement).
Performance-Based Restricted Stock Units—During the year ended December 31, 2023, the Company’s Compensation
Committee (the “Compensation Committee”) granted an aggregate of 118,684 PSUs (the “2023 PSUs”) to its executive officers
and established the performance metrics for these awards. During the years ended December 31, 2022 and 2021, the
Company’s Compensation Committee granted an aggregate of 98,542 PSUs (the “2022 PSUs”), 98,694 PSUs (the “2021
PSUs”), respectively, to its executive officers and established the performance metrics for these awards.
Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to
each of the 2023 PSUs, the 2022 PSUs and the 2021 PSUs and will be used to calculate the number of shares that will be
issuable when each award vests, which may range from zero to 200% of the target amounts. At the end of each three-year
performance period, the number of shares that vest will depend on the degree of achievement against the pre-established
performance goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the
executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award
agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that
actually vest.
During the year ended December 31, 2023, the Company’s Compensation Committee granted an aggregate of 19,132 PSUs to
certain non-executive employees (the “Retention PSUs”) and established the performance metrics for these awards. Target
parameters were established for a one-year performance period and will be used to calculate the number of shares that will be
issuable when the awards vest, which may be either zero or 100% of the target amount. At the end of the one-year performance
period, the number of shares that vest will depend on the achievement against the pre-established performance goals. The
Retention PSUs will be paid out in common stock at the end of performance period, subject generally to the employee’s
continued employment, death or disability (each as defined in the applicable award agreement). The Retention PSUs will accrue
dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest. The Company
recognized $3.5 million in stock-based compensation expense related to the Retention PSUs. As of December 31, 2023, there
was no unrecognized compensation expense related to the Retention PSUs.
During the year ended December 31, 2023, the Company recorded $34.0 million in stock-based compensation expense for
equity awards in which the performance goals have been established and were probable of being achieved. The remaining
unrecognized compensation expense related to these awards at December 31, 2023 was $5.9 million based on the Company’s
current assessment of the probability of achieving the performance goals. The weighted-average period over which the cost will
be recognized is approximately two years.
14. EQUITY
Dividends—The Company may pay dividends in cash or, subject to certain limitations, in shares of common stock or any
combination of cash and shares of common stock.
Sales of Equity Securities—The Company receives proceeds from sales of its equity securities pursuant to the ESPP and upon
exercise of stock options granted under the 2007 Plan. During the year ended December 31, 2023, the Company received an
aggregate of $22.1 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
Stock Repurchase Programs—In March 2011, the Company’s Board of Directors approved a stock repurchase program,
pursuant to which the Company is authorized to repurchase up to $1.5 billion of its common stock (the “2011 Buyback”). In
December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company is
authorized to repurchase up to $2.0 billion of its common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the
“Buyback Programs”).
During the year ended December 31, 2023, there were no repurchases under either of the Buyback Programs. As of
December 31, 2023, the Company has repurchased a total of 14,451,325 shares of its common stock under the 2011 Buyback
for an aggregate of $1.5 billion, including commissions and fees. As of December 31, 2023, the Company has not made any
repurchases under the 2017 Buyback.
Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases
or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors. With
respect to open market purchases, the Company may use plans adopted in accordance with Rule 10b5-1 under the Exchange
Act in accordance with securities laws and other legal requirements, which allows the Company to repurchase shares during
F-44
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
periods when it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading
blackout periods.
The Company expects to fund any further repurchases of its common stock through a combination of cash on hand, cash
generated by operations and borrowings under its credit facilities. Repurchases under the Buyback Programs are subject to,
among other things, the Company having available cash to fund the repurchases.
Distributions—During the years ended December 31, 2023, 2022 and 2021, the Company declared the following cash
distributions (per share data reflects actual amounts):
Common Stock
For the year ended December 31,
2023
2022
2021
Distribution
per share
6.45
$
Aggregate
Payment
Amount
$ 3,006.7
Distribution
per share
5.86
$
Aggregate
Payment
Amount
$ 2,715.3
Distribution
per share
5.21
$
Aggregate
Payment
Amount
$ 2,359.4
The following table characterizes the tax treatment of distributions declared per share of common stock.
For the year ended December 31,
2023
2022
2021
Per Share
%
Per Share
%
Per Share
%
Common Stock
Ordinary dividend ..................... $ 6.3100
Capital gains distribution ..........
—
Total ....................................... $ 6.3100 (1)
100.00 % $ 4.3000
100.00 % $ 6.1980
96.54 %
—
—
100.00 % $ 4.3000 (2) 100.00 % $ 6.4200 (3) 100.00 %
0.2220
3.46
—
_______________
(1) Excludes dividend declared on December 13, 2023 of $1.70 per share, which was paid on February 1, 2024 to common stockholders of record at the close
of business on December 28, 2023 and which will apply to the 2024 tax year. Includes dividend declared on December 7, 2022 of $1.56 per share, which
was paid on February 2, 2023 to common stockholders of record at the close of business on December 28, 2022 and which applied to the 2023 tax year.
(2) Excludes dividend declared on December 7, 2022 of $1.56 per share, which was paid on February 2, 2023 to common stockholders of record at the close
(3)
of business on December 28, 2022 and which applied to the 2023 tax year.
Includes dividend declared on December 15, 2021 of $1.39 per share, which was paid on January 14, 2022 to common stockholders of record at the close
of business on December 27, 2021. Also includes dividend declared on December 3, 2020 of $1.21 per share, which was paid on February 2, 2021 to
common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for
distributions payable related to unvested restricted stock units was $21.5 million and $17.0 million as of December 31, 2023
and 2022, respectively. During the year ended December 31, 2023, the Company paid $9.0 million of distributions upon the
vesting of restricted stock units. To maintain its qualification for taxation as a REIT, the Company expects to continue paying
distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s
Board of Directors.
15. NONCONTROLLING INTERESTS
European Interests—In 2021, PGGM converted its previously held noncontrolling interest in a subsidiary that primarily
consisted of the Company’s operations in France, Germany and Poland (“Former ATC Europe”) into noncontrolling interests in
subsidiaries, consisting of the Company's operations in Germany and Spain. In 2021, Caisse de dépôt et placement du Québec
(“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz
European Infrastructure Fund (collectively, “Allianz”) acquired 30% and 18% noncontrolling interests, respectively, in ATC
Europe (the “ATC Europe Transactions”) for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the
date of closing).
As of December 31, 2023, ATC Europe consists of the Company’s operations in France, Germany and Spain. The Company
currently holds a 52% controlling interest in ATC Europe, with CDPQ and Allianz holding 30% and 18% noncontrolling
interests, respectively. ATC Europe holds a 100% interest in the subsidiaries that consist of the Company’s operations in France
and an 87% and an 83% controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain,
respectively, with PGGM holding a 13% and a 17% noncontrolling interest in each respective subsidiary.
F-45
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Bangladesh Partnership—In August 2021, the Company acquired a 51% controlling interest in in Kirtonkhola Tower
Bangladesh Limited (“KTBL”) for 900 million BDT (approximately $10.6 million at the date of closing). Confidence Group
holds a 49% noncontrolling interest in KTBL.
Stonepeak Transaction—In July 2022, the Company entered into an agreement pursuant to which certain investment vehicles
affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) acquired a noncontrolling
ownership interest in the Company’s U.S. data center business. The transaction was completed in August 2022 for total
aggregate consideration of $2.5 billion, through an investment in common equity of $1,750.0 million and mandatorily
convertible preferred equity of $750.0 million. In October 2022, the Company entered into an agreement with Stonepeak for
Stonepeak to acquire additional common equity and mandatorily preferred equity interests in the Company’s U.S. data center
business for total aggregate consideration of $570.0 million (together with the August 2022 closing, the “Stonepeak
Transaction”).
As of December 31, 2023, the Company holds a common equity interest of approximately 72% in its U.S. data center business,
with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily
convertible preferred equity. On a fully converted basis, which is expected to occur four years from the date of the initial
closing in August 2022, and on the basis of the currently outstanding equity, the Company will hold a controlling ownership
interest of approximately 64%, with Stonepeak holding approximately 36%. The mandatorily convertible preferred equity,
which accrues dividends at 5.0%, will convert into common equity on a one for one basis, subject to adjustment that will be
measured on the conversion date.
Dividends to noncontrolling interests—Certain of the Company’s subsidiaries may, from time to time, declare dividends.
During the year ended December 31, 2023, the Company’s U.S. data center business had distributions of $46.1 million related
to the outstanding Stonepeak mandatorily convertible preferred equity (the “Stonepeak Preferred Distributions”). As of
December 31, 2023, the amount accrued for Stonepeak Preferred Distributions was $11.6 million. Beginning in January 2024,
pursuant to the terms of the ownership agreement with Stonepeak, on a quarterly basis, the Company’s U.S. data center
business will distribute common dividends to the Company and to Stonepeak in proportion to their respective equity interests in
the Company’s U.S. data center business (the “Stonepeak Common Dividend”). As of December 31, 2023, the amount accrued
for the Stonepeak Common Dividend was $91.7 million.
During the year ended December 31, 2023, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared and paid a
dividend of 48.0 million EUR (approximately $53.0 million at the date of payment), pursuant to the terms of the ownership
agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.
The changes in noncontrolling interests were as follows:
Balance as of January 1, ..................................................................................... $
Stonepeak Transaction (1)..................................................................................
Net loss attributable to noncontrolling interests.................................................
Foreign currency translation adjustment attributable to noncontrolling
interests, net of tax..............................................................................................
Contributions from noncontrolling interest holders ...........................................
Distributions to noncontrolling interest holders (2) ...........................................
Balance as of December 31, ............................................................................... $
Year Ended December 31,
2023
2022
6,836.1 $
—
(116.2)
81.4
12.7
(146.8)
6,667.2 $
3,988.4
3,070.0
(69.1)
(185.6)
55.4
(23.0)
6,836.1
_______________
(1) Represents the impact of contributions received from Stonepeak described above on Noncontrolling interests. Reflected within Contributions from
noncontrolling interest holders in the consolidated statements of equity.
(2) For the year ended December 31, 2023, primarily includes the Stonepeak Common Dividend and the Stonepeak Preferred Distributions. For the year
ended December 31, 2022, includes $16.7 million of Stonepeak Preferred Distributions and dividends of $5.5 million paid to PGGM.
16. OTHER OPERATING EXPENSE
Other operating expense consists primarily of impairment charges, net losses on sales or disposals of assets and other operating
expense items. The Company records impairment charges to write down certain assets to their net realizable value after an
indicator of impairment is identified and subsequent analysis determines that the asset is either partially recoverable or not
recoverable. These assets consist primarily of those related to the Company’s tower locations, and included towers and related
assets included in property and equipment, network location intangible assets and right-of-use assets, all of which are typically
F-46
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
assessed on an individual location or site basis. The assets subject to impairment also include tenant-related intangibles, which
are assessed on a tenant basis. Net losses on sales or disposals of assets primarily relate to certain non-core towers, other assets
and miscellaneous items. Other operating expenses includes acquisition- and disposition-related costs and integration costs.
Other operating expenses included the following for the years ended December 31,:
2023
2022
2021
Impairment charges (1)........................................................... $
Net losses on sales or disposals of assets (2)..........................
Other operating expenses (3)..................................................
Total Other operating expenses .............................................. $
202.4
125.4
49.9
377.7
$
$
655.9
28.4
83.3
767.6
$
$
_______________
(1) For the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.
(2) For the year ended December 31, 2023, includes a net loss of $78.9 million on the sales of Mexico Fiber and ATC Poland.
(3) For the year ended December 31, 2023, includes severance and related costs as discussed below. For the year ended December 31, 2021, includes
acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.
Impairment charges included the following for the years ended December 31,:
2023
2022
2021
Tower and network location intangible assets (1)..................... $
Tenant relationships (2).............................................................
Other (3) ....................................................................................
Total impairment charges included in Other operating
expense...................................................................................... $
Goodwill impairment (4)........................................................... $
Total impairment charges.......................................................... $
95.7
90.2
16.5
202.4
402.0
604.4
$
$
$
$
$
149.6
491.1
15.2
655.9
$
— $
655.9
$
173.7
22.7
202.3
398.7
121.0
42.2
10.5
173.7
—
173.7
_______________
(1) During the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.
(2) During the year ended December 31, 2023, impairment charges relate to impaired tenant relationships in Africa. During the year ended December 31,
2022, impairment charges primarily relate to India, as discussed below, and impaired tenant relationships related to fiber in Mexico. During the year
ended December 31, 2021, impairment charges relate to a fully impaired tenant relationship in Africa.
Includes impairment charges related to right-of-use assets.
(3)
(4) During the year ended December 31, 2023, includes goodwill impairment associated with the India and Spain reporting units (as discussed in note 5).
India Impairments
The Company reviews long-lived assets for impairment annually (as of December 31) or whenever events or circumstances
indicate the carrying amount of an assets may not be recoverable, as further discussed in note 1.
In the third quarter of 2022, VIL, communicated that it would make partial payments of its contractual amounts owed to the
Company and indicated that it would continue to make partial payments for the remainder of 2022. In late 2022, VIL had
communicated its intent to resume payments in full under its contractual obligations owed to the Company beginning on
January 1, 2023. However, in early 2023, VIL communicated that it would not be able to resume payments in full of its
contractual obligations owed to the Company, and that it would instead continue to make partial payments. In the second half of
2023, VIL began making payments in full of its monthly contractual obligations owed to the Company.
The Company considered these developments and the uncertainty with respect to amounts owed under its tenant leases when
conducting its 2022 annual impairment assessments for long-lived assets in India. A probability weighted assessment was
performed, incorporating current and expected industry and market conditions and trends and, as a result, the Company
determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
•
•
An impairment of $97.0 million was taken on tower and network location intangible assets in India.
The Company also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of
$411.6 million.
The Company recorded a goodwill impairment charge of $322.0 million in India during the year ended December 31, 2023 as
discussed in note 5. The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated
statements of operations for the year ended December 31, 2023.
F-47
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Severance
During the year ended December 31, 2023, the Company approved a plan for restructuring its workforce, which was
communicated to its employees. As a result of these actions, severance and related costs of $21.8 million were recorded in
Other operating expense in the accompanying consolidated statements of operations for the year ended December 31, 2023.
Additional information relating to the severance and related costs by operating segments is as follows for the year ended
December 31,:
U.S. & Canada property.............................................................................................................................. $
Africa property............................................................................................................................................
Europe property ..........................................................................................................................................
Latin America property...............................................................................................................................
Services .......................................................................................................................................................
Other (1)......................................................................................................................................................
Total severance and related costs ......................................................................................................... $
2023
2.4
0.7
2.8
4.7
3.4
7.8
21.8
_______________
(1)
Includes corporate expenses.
Unpaid obligations for severance and related costs as of December 31, 2023, are included in Payroll and related withholdings
within Accrued expenses in the consolidated balance sheet as of December 31, 2023:
The changes in the unpaid obligations for severance and related costs for the year ended December 31, 2023 were as follows:
Beginning balance as of January 1, ................................................................................................................. $
Additions .........................................................................................................................................................
Payments .........................................................................................................................................................
Balance as of December 31, ............................................................................................................................ $
2023
—
21.8
(19.9)
1.9
17. EARNINGS PER COMMON SHARE
The following table sets forth basic and diluted net income per common share computational data for the years ended
December 31, (shares in thousands, except per share data):
Net income attributable to American Tower Corporation common stockholders... $
Basic weighted average common shares outstanding..............................................
Dilutive securities ....................................................................................................
Diluted weighted average common shares outstanding...........................................
Basic net income attributable to American Tower Corporation common
stockholders per common share............................................................................... $
Diluted net income attributable to American Tower Corporation common
stockholders per common share............................................................................... $
2023
1,483.3
466,063
1,099
467,162
3.18
3.18
$
$
$
2022
1,765.8
461,519
1,231
462,750
3.83
3.82
$
$
$
2021
2,567.7
451,498
1,796
453,294
5.69
5.66
Shares Excluded From Dilutive Effect
The following shares were not included in the computation of diluted earnings per share because the effect would be anti-
dilutive for the years ended December 31, (in thousands, on a weighted average basis):
Restricted stock awards ..........................................................................................
5
86
—
2023
2022
2021
18. COMMITMENTS AND CONTINGENCIES
Litigation—The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its
business. In the opinion of Company management, after consultation with counsel, there are no matters currently pending that
F-48
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
would, in the event of an adverse outcome, materially impact the Company’s consolidated financial position, results of
operations or liquidity.
Verizon Transaction—In March 2015, the Company entered into an agreement with various operating entities of Verizon
Communications Inc. (“Verizon”) that currently provides for the lease, sublease or management of approximately 11,200
wireless communications sites, which commenced on March 27, 2015. The average term of the lease or sublease for all
communications sites at the inception of the agreement was approximately 28 years, assuming renewals or extensions of the
underlying ground leases for the sites. The Company has the option to purchase the leased sites in tranches, subject to the
applicable lease, sublease or management rights upon its scheduled expiration. Each tower is assigned to an annual tranche,
ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche.
The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain
alterations made to the related towers. The aggregate purchase option price for the towers leased and subleased is approximately
$5.0 billion. Verizon will occupy the sites as a tenant for an initial term of ten years with eight optional successive five-year
terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.
AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc.
(“AT&T”), that currently provides for the lease or sublease of approximately 1,800 towers, which commenced between
December 2000 and August 2004. Substantially all of the towers are part of the Trust Securitizations. The average term of the
lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of
the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or
sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the
outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease
for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of December 31, 2023, the
Company has purchased an aggregate of approximately 600 of the subleased towers which are subject to the applicable
agreement, including 59 towers purchased during the year ended December 31, 2023 for an aggregate purchase price of $40.9
million. The aggregate purchase option price for the remaining towers leased and subleased is $1.1 billion and includes per
annum accretion through the applicable expiration of the lease or sublease of a site. For all such sites, AT&T has the right to
continue to lease the reserved space through June 30, 2025 at the then-current monthly fee, which shall escalate in accordance
with the standard master lease agreement for the remainder of AT&T’s tenancy. Thereafter, AT&T shall have the right to renew
such lease for up to five successive five-year terms.
Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it holds assets or
operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities
may issue notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue
assessments with minimal examination. These notices and assessments do not represent amounts that the Company is obligated
to pay and are often not reflective of the actual tax liability for which the Company will ultimately be liable. In the process of
responding to assessments of taxes that the Company believes are not enforceable, the Company avails itself of both
administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the
information available and, in those instances in which the Company does not anticipate a successful defense of positions taken
in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
Guaranties and Indemnifications—The Company enters into agreements from time to time in the ordinary course of business
pursuant to which it agrees to guarantee or indemnify third parties for certain claims. The Company has also entered into
purchase and sale agreements relating to the sale or acquisition of assets containing customary indemnification provisions. The
Company’s indemnification obligations under these agreements generally are limited solely to damages resulting from breaches
of representations and warranties or covenants under the applicable agreements. In addition, payments under such
indemnification clauses are generally conditioned on the other party making a claim that is subject to whatever defenses the
Company may have and are governed by dispute resolution procedures specified in the particular agreement. Further, the
Company’s obligations under these agreements may be limited in duration and amount, and in some instances, the Company
may have recourse against third parties for payments made by the Company. The Company has not historically made any
material payments under these agreements and, as of December 31, 2023, is not aware of any agreements that could result in a
material payment.
F-49
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
19. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information and non-cash investing and financing activities are as follows for the years ended
December 31,:
2023
2022
2021
Supplemental cash flow information:
Cash paid for interest ........................................................................................ $
Cash paid for income taxes (net of refunds of $31.5, $33.9 and $46.7,
respectively)......................................................................................................
1,260.0
$
1,088.6
$
791.2
306.5
322.3
225.2
Non-cash investing and financing activities:
(Decrease) increase in accounts payable and accrued expenses for purchases
of property and equipment and construction activities .....................................
Purchases of property and equipment under finance leases, perpetual
easements and capital leases .............................................................................
Fair value of debt assumed through acquisitions (1) ........................................
Settlement of third-party debt ...........................................................................
Replacement awards (2)....................................................................................
(14.7)
31.5
—
—
—
27.2
33.6
—
(7.4)
—
57.9
58.8
955.1
(12.7)
17.1
_______________
(1) For the year ended December 31, 2021, consists of repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured
notes previously entered into by CoreSite.
(2) For the year ended December 31, 2021, consists of CoreSite Acquisition purchase consideration related to CoreSite Replacement Awards.
20. BUSINESS SEGMENTS
Property
Communications Sites and Related Communications Infrastructure—The Company’s primary business is leasing space on
multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data
providers, government agencies and municipalities and tenants in a number of other industries. The Company has historically
reported these operations on a geographic basis.
Data Centers— In December 2021, the Company completed the CoreSite Acquisition, through which it acquired over 20 data
center facilities and related assets in eight United States markets. As a result of the CoreSite Acquisition, the Company
established the Data Centers segment as a reportable segment in the fourth quarter of 2021. The Company’s Data Centers
segment relates to data center facilities and related assets that the Company owns and operates in the United States. The Data
Centers segment offers different types of leased land and related services from, and requires different resources, skill sets and
marketing strategies than the existing property operating segment in the U.S. & Canada.
As of December 31, 2023, the Company’s property operations consisted of the following:
•
•
•
•
•
•
U.S. & Canada: property operations in Canada and the United States;
Asia-Pacific: property operations in Australia, Bangladesh, India, New Zealand and the Philippines;
Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;
Europe: property operations in France, Germany and Spain;
Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru;
and
Data Centers: data center property operations in the United States.
Services—The Company’s Services segment offers tower-related services in the United States, including AZP, structural and
mount analyses, and construction management, which primarily support its site leasing business, including the addition of new
tenants and equipment on its communications sites. The Services segment is a strategic business unit that offers different
services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
The accounting policies applied in compiling segment information below are similar to those described in note 1. Among other
factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment
operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding
Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating
expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and
F-50
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. These
measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on
retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and
Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from
segment operating performance as they are not considered in the review of information or the evaluation of results by
management. There are no significant revenues resulting from transactions between the Company’s operating segments. All
intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations
and consolidated balance sheets.
Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2023,
2022 and 2021 is shown in the following tables. The “Other” column (i) represents amounts excluded from specific segments,
such as business development operations, stock-based compensation expense and corporate expenses included in Selling,
general, administrative and development expense; Other operating expenses; Interest income; Interest expense; Gain (loss) on
retirement of long-term obligations; and Other income (expense), and (ii) reconciles segment operating profit to Income from
continuing operations before income taxes.
Year ended December
U.S. &
31, 2023
Canada
Segment revenues.......... $ 5,216.2
Segment operating
expenses ........................
849.9
Segment gross margin ...
4,366.3
Property
Asia-
Pacific
Africa
Europe
Latin
America
Data
Centers
Total
Property
Services
Other
Total
$ 1,150.8
$ 1,225.6
$ 775.6
$ 1,798.3
$ 834.7
$11,001.2
$ 143.0
$11,144.2
704.2
446.6
433.3
792.3
299.5
476.1
566.0
1,232.3
347.6
487.1
3,200.5
7,800.7
60.1
82.9
3,260.6
7,883.6
Segment selling,
general, administrative
and development
expense (1) ....................
165.1
42.1
79.3
65.6
107.9
72.4
532.4
22.9
555.3
Segment operating
profit .............................. $ 4,201.2
$ 404.5
$ 713.0
$ 410.5
$ 1,124.4
$ 414.7
$ 7,268.3
$
60.0
$ 7,328.3
Stock-based
compensation expense...
Other selling, general,
administrative and
development expense ....
Depreciation,
amortization and
accretion ........................
Other expense (2) ..........
Income from continuing
operations before
income taxes .................
$ 195.7
195.7
241.5
241.5
3,086.5
2,283.3
3,086.5
2,283.3
$ 1,521.3
Capital expenditures (3)
(4) .................................. $ 410.6
$ 122.0
$ 425.6
$ 218.0
$ 205.2
$ 428.1
$ 1,809.5
$
— $
20.3
$ 1,829.8
_______________
(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $195.7 million.
(2) Primarily includes interest expense, $202.4 million in impairment charges, $402.0 million of goodwill impairment charges in India and Spain, as further
discussed in note 5, and losses from foreign currency exchange rate fluctuations. The year ended December 31, 2023 also includes a net loss of
$78.9 million on the sales of Mexico Fiber and ATC Poland.
Includes $6.2 million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and
finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
Includes $38.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from
financing activities in the Company’s consolidated statements of cash flows.
(3)
(4)
F-51
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Property
Year ended December
U.S. &
31, 2022
Canada
Segment revenues.......... $ 5,006.3
Segment operating
expenses ........................
845.4
Segment gross margin ...
4,160.9
Asia-
Pacific
Africa
Europe
Latin
America
Data
Centers
Total
Property
Services
Other
Total
$ 1,077.0
$ 1,192.5
$ 735.7
$ 1,691.9
$ 766.6
$10,470.0
$ 241.1
$10,711.1
697.6
379.4
445.1
747.4
319.6
416.1
526.7
1,165.2
322.0
444.6
3,156.4
7,313.6
107.4
133.7
3,263.8
7,447.3
Segment selling,
general, administrative
and development
expense (1) ....................
183.2
69.1
80.0
52.4
107.6
63.9
556.2
22.3
578.5
Segment operating
profit .............................. $ 3,977.7
$ 310.3
$ 667.4
$ 363.7
$ 1,057.6
$ 380.7
$ 6,757.4
$ 111.4
$ 6,868.8
Stock-based
compensation expense...
Other selling, general,
administrative and
development expense ....
Depreciation,
amortization and
accretion ........................
Other expense (2) ..........
Income from continuing
operations before
income taxes .................
$ 169.3
169.3
224.5
224.5
3,355.1
1,399.2
3,355.1
1,399.2
$ 1,720.7
Capital expenditures (3)
(4) .................................. $ 481.7
$ 151.8
$ 507.3
$ 165.7
$ 229.4
$ 353.7
$ 1,889.6
$
— $
12.9
$ 1,902.5
_______________
(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $169.3 million.
(2) Primarily includes interest expense and $655.9 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
Includes $6.7 million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and
(3)
finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
Includes $36.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from
financing activities in the Company’s consolidated statements of cash flows.
(4)
Property
Year ended December
U.S. &
31, 2021
Canada
Segment revenues.......... $ 4,920.2
Segment operating
expenses ........................
853.5
Segment gross margin ...
4,066.7
Asia-
Pacific
Africa
Europe
Latin
America
Data
Centers
Total
Property
Services
Other
Total
$ 1,199.1
$ 1,005.5
$ 496.2
$ 1,465.4
$
23.2
$ 9,109.6
$ 247.3
$ 9,356.9
724.3
474.8
346.1
659.4
194.0
302.2
458.3
1,007.1
9.1
14.1
2,585.3
6,524.3
96.7
150.6
2,682.0
6,674.9
Segment selling,
general, administrative
and development
expense (1) ....................
176.9
73.1
72.3
42.1
104.1
5.9
474.4
16.2
490.6
Segment operating
profit .............................. $ 3,889.8
$ 401.7
$ 587.1
$ 260.1
$ 903.0
$
8.2
$ 6,049.9
$ 134.4
$ 6,184.3
Stock-based
compensation expense...
Other selling, general,
administrative and
development expense ....
Depreciation,
amortization and
accretion ........................
Other expense (2) ..........
Income from continuing
operations before
income taxes..................
$ 119.5
119.5
201.5
201.5
2,332.6
2,332.6
701.3
701.3
$ 2,829.4
Capital expenditures (3)
(4) .................................. $ 440.1
$ 175.1
$ 460.7
$
58.9
$ 260.9
$
2.5
$ 1,398.2
$
— $
9.6
$ 1,407.8
F-52
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
_______________
(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $119.5 million.
(2) Primarily includes interest expense and $173.7 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
Includes $5.4 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and
(3)
finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
Includes $35.2 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from
financing activities in the Company’s consolidated statements of cash flows.
(4)
Additional information relating to the total assets of the Company’s operating segments is as follows for the years ended
December 31,:
2023
2022
Total Assets (1):
U.S. & Canada property................................................................................................................ $
Asia-Pacific property ....................................................................................................................
Africa property..............................................................................................................................
Europe property ............................................................................................................................
Latin America property.................................................................................................................
Data Centers..................................................................................................................................
Services.........................................................................................................................................
Other (2)........................................................................................................................................
Total assets ............................................................................................................................. $
26,325.1
3,758.1
4,031.2
11,769.3
9,025.3
10,482.9
54.8
580.9
66,027.6
$
$
26,739.9
4,276.9
4,759.4
11,464.6
8,666.3
10,702.8
119.3
465.3
67,194.5
_______________
(1) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(2) Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been
allocated to specific segments.
F-53
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Summarized geographic information related to the Company’s operating revenues for the years ended December 31, 2023,
2022 and 2021 and long-lived assets as of December 31, 2023 and 2022 is as follows:
2023
2022
2021
Operating Revenues:
U.S. & Canada:
Canada (1) ...................................................................................................... $
United States (2).............................................................................................
$
11.7
6,182.2
$
12.5
6,001.5
11.4
5,179.3
Asia-Pacific (1):
Australia .........................................................................................................
Bangladesh .....................................................................................................
India................................................................................................................
New Zealand ..................................................................................................
Philippines......................................................................................................
2.6
5.7
1,132.0
1.6
8.9
Africa (1):
Burkina Faso ..................................................................................................
Ghana .............................................................................................................
Kenya .............................................................................................................
Niger...............................................................................................................
Nigeria............................................................................................................
South Africa ...................................................................................................
Uganda ...........................................................................................................
Europe (1):
France.............................................................................................................
Germany.........................................................................................................
Poland (3) .......................................................................................................
Spain...............................................................................................................
Latin America (1):
38.1
128.6
120.0
48.4
495.4
157.9
237.2
113.4
363.6
0.6
298.0
1.8
3.9
1,065.7
0.3
5.3
41.2
144.4
123.1
42.1
477.2
164.8
199.7
99.6
320.0
1.0
315.1
Argentina........................................................................................................
Brazil ..............................................................................................................
Chile ...............................................................................................................
Colombia ........................................................................................................
Costa Rica ......................................................................................................
Mexico............................................................................................................
Paraguay.........................................................................................................
Peru ................................................................................................................
Total operating revenues............................................................................ $
43.8
787.3
106.3
117.0
24.7
611.8
16.3
91.1
11,144.2
$
39.2
741.9
91.8
106.1
23.9
588.9
15.4
84.7
10,711.1
$
1.8
0.4
1,196.6
—
0.3
44.7
170.5
107.4
41.6
296.5
164.0
180.8
98.9
213.5
0.5
183.3
31.6
614.6
88.0
107.7
22.8
524.6
13.5
62.6
9,356.9
_______________
(1) Balances are translated at the applicable exchange rate, which may impact comparability between periods.
(2) Balances include revenue from the Company’s Services and Data Centers segments.
(3) During the year ended December 31, 2023, the Company completed the sale of ATC Poland.
F-54
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2023
2022
Long-Lived Assets (1):
U.S. & Canada:
Canada (2) ............................................................................................................................... $
United States (3)......................................................................................................................
214.8
28,337.4
$
207.6
29,275.1
Asia-Pacific (2):
Australia ..................................................................................................................................
Bangladesh ..............................................................................................................................
India.........................................................................................................................................
New Zealand............................................................................................................................
Philippines ...............................................................................................................................
Africa (2):
Burkina Faso............................................................................................................................
Ghana.......................................................................................................................................
Kenya.......................................................................................................................................
Niger........................................................................................................................................
Nigeria .....................................................................................................................................
South Africa ............................................................................................................................
Uganda.....................................................................................................................................
Europe (2):
France ......................................................................................................................................
Germany ..................................................................................................................................
Poland......................................................................................................................................
Spain........................................................................................................................................
Latin America (2):
Argentina .................................................................................................................................
Brazil .......................................................................................................................................
Chile ........................................................................................................................................
Colombia .................................................................................................................................
Costa Rica................................................................................................................................
Mexico.....................................................................................................................................
Paraguay ..................................................................................................................................
Peru..........................................................................................................................................
Total long-lived assets ........................................................................................................ $
10.6
25.3
2,069.6
37.5
31.9
257.4
269.2
557.2
203.1
456.5
337.0
925.1
1,338.8
5,721.2
—
3,031.6
190.1
1,996.5
575.7
286.8
105.6
1,044.4
92.3
832.9
48,948.5
$
7.5
24.6
2,452.2
37.6
30.9
272.0
393.3
783.8
211.3
747.8
345.5
935.2
1,306.9
5,642.5
4.9
3,027.8
194.1
1,908.7
606.6
238.0
111.3
1,243.2
93.7
836.2
50,938.3
Includes Property and equipment, net, Goodwill and Other intangible assets, net.
_______________
(1)
(2) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(3) Balances include the Company’s data centers assets located in the United States.
The following customers within the property and services segments individually accounted for 10% or more of the Company’s
consolidated operating revenues for the years ended December 31,:
T-Mobile ..................................................................................................................
AT&T.......................................................................................................................
Verizon Wireless......................................................................................................
17 %
16 %
12 %
18 %
17 %
11 %
20 %
19 %
13 %
2023
2022
2021
21. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2023, 2022 and 2021, the Company had no significant related party transactions.
F-55
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
22. SUBSEQUENT EVENTS
Pending ATC TIPL Transaction—On January 4, 2024, the Company, through its subsidiaries, ATC Asia Pacific Pte. Ltd. and
ATC Telecom Infrastructure Private Limited (“ATC TIPL”), entered into an agreement with Data Infrastructure Trust (“DIT”),
an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT will
acquire a 100% ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”) for total aggregate consideration of up
to 210 billion INR (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing customer
receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India,
by DIT. The Company will retain the full economic benefit associated with the VIL OCDs, and rights to payments on certain
existing customer receivables. The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to
customary closing conditions, including government and regulatory approval.
Repayment of 0.600% Senior Notes—On January 12, 2024, the Company repaid $500.0 million aggregate principal amount of
the Company’s 0.600% senior unsecured notes due 2024 (the “0.600% Notes”) upon their maturity. The 0.600% Notes were
repaid using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 0.600%
Notes remained outstanding.
Repayment of 5.00% Senior Notes—On February 14, 2024, the Company repaid $1.0 billion aggregate principal amount of the
Company’s 5.00% senior unsecured notes due 2024 (the “5.00% Notes”) upon their maturity. The 5.00% Notes were repaid
using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 5.00% Notes
remained outstanding.
F-56
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
SCHEDULE III—SCHEDULE OF REAL ESTATE
AND ACCUMULATED DEPRECIATION
(dollars in millions)
Description
Encumbrances
222,830 Sites (1)
$
2,325.0 (2)
28 Data Centers
—
Initial cost
to company
(3)
(4)
Cost
capitalized
subsequent to
acquisition
Gross amount
carried at
close of
current
period
Accumulated
depreciation
at close of
current
period
Date of
construction
Date
acquired
Life on which
depreciation in
latest income
statements is
computed
(3)
(4)
$
21,929.3 (5) $
(8,986.9)
6,309.9 (5)
(833.7)
Various
Various
Various
Up to 20 years
Various
Up to 40 years
_______________
(1) No single site exceeds 5% of the total amounts indicated in the table above.
(2) Certain assets secure debt of $2.3 billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4) The Company has aggregated data center information on a basis consistent with its tower portfolio.
(5) Does not include those sites under construction.
Gross amount at beginning
Additions during period:
2023
27,060.9
$
2022
23,948.9
$
2021
18,492.9
$
Acquisitions (1) .........................................................................................
Discretionary capital projects (2) ..............................................................
Discretionary ground lease purchases (3)..................................................
Redevelopment capital expenditures (4) ...................................................
Capital improvements (5) ..........................................................................
Start-up capital expenditures (6) ...............................................................
Other (7) ....................................................................................................
Total additions ..................................................................................................
Deductions during period:
105.2
860.2
126.0
451.5
192.7
136.7
(11.6)
1,860.7
Cost of real estate sold or disposed ...........................................................
Other (8) ....................................................................................................
Total deductions: ..............................................................................................
Balance at end................................................................................................... $
(202.8)
(479.6)
(682.4)
28,239.2
Gross amount of accumulated depreciation at beginning
Additions during period:
2023
(8,669.5)
$
Depreciation ..............................................................................................
Other..........................................................................................................
Total additions ..................................................................................................
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed.............
Other (8) ....................................................................................................
Total deductions ...............................................................................................
Balance at end................................................................................................... $
(1,353.5)
—
(1,353.5)
89.0
113.4
202.4
(9,820.6)
288.1
398.0
502.0
335.9
155.4
227.0
1,672.6
3,579.0
(257.6)
(209.4)
(467.0)
27,060.9
2022
(7,548.1)
(1,373.3)
—
(1,373.3)
128.9
123.0
251.9
(8,669.5)
$
$
$
5,017.6
391.2
242.7
203.6
92.5
184.6
51.2
6,183.4
(263.7)
(463.7)
(727.4)
23,948.9
2021
(6,921.0)
(863.8)
—
(863.8)
142.4
94.3
236.7
(7,548.1)
$
$
$
_______________
(1)
(2)
(3)
(4)
(5)
(6)
Includes amounts related to the acquisition of data centers.
Includes amounts incurred primarily for the construction of new sites.
Includes amounts incurred to purchase or otherwise secure the land under communications sites.
Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
Includes amounts incurred in connection with acquisitions or new market launches. Start-up capital expenditures includes non-recurring expenditures
contemplated in acquisitions, new market launch business cases or initial deployment of new technologies or platform expansion initiatives that lead to an increase
in site-level cash flow generation.
(7) Primarily includes regional improvements, other additions, and net adjustments related to the Company’s asset retirement obligations. For the year ended
December 31, 2022, includes $1.6 billion of data center equipment acquired in 2021 not previously classified as an investment in real estate. The Company
determined that the inclusion of data center equipment in this schedule would provide better information and be more consistent with others in the data center
industry.
F-57
(8) Primarily includes foreign currency exchange rate fluctuations and other deductions. For the year ended December 31, 2023, includes the impact of the sales of
Mexico Fiber and ATC Poland.
F-58
American Tower Corporation • 2023 Annual Report
Appendix 1 • Letter to Stakeholders
DEFINITIONS, RECONCILIATIONS TO MEASURES UNDER GAAP AND CALCULATION OF DEFINED MEASURES
Adjusted EBITDA is defined as net income before income (loss) from equity method investments, income tax benefit (provision), other income
(expense), gain (loss) on retirement of long-term obligations, interest expense, interest income, other operating income (expense), including
Goodwill impairment, depreciation, amortization and accretion and stock-based compensation expense. The Company believes this measure
provides valuable insight into the profitability of its operations while at the same time taking into account the central overhead expenses required
to manage its global operations. In addition, it is a widely used performance measure across the telecommunications real estate sector.
Adjusted EBITDA Margin is defined as the percentage that results from dividing Adjusted EBITDA by total revenue.
Adjusted Funds From Operations (AFFO) attributable to American Tower Corporation common stockholders (AFFO Attributable) is defined
as Nareit FFO attributable to American Tower Corporation common stockholders before (i) straight-line revenue and expense, (ii) stock-based
compensation expense, (iii) the deferred portion of income tax and other income tax adjustments, (iv) non-real estate related depreciation,
amortization and accretion, (v) amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges,
(vi) other income (expense), (vii) gain (loss) on retirement of long-term obligations, and (viii) other operating income (expense), less cash payments
related to capital improvements and cash payments related to corporate capital expenditures, excluding the impact of noncontrolling interests on
both Nareit FFO attributable to American Tower Corporation common stockholders and the other line items included in the calculation of AFFO
attributable to American Tower Corporation common stockholders. The Company believes this measure provides valuable insight into the operating
performance of its assets by further adjusting the Nareit AFFO attributable to American Tower Corporation common stockholders metric to
exclude the factors outlined above, which if unadjusted, may cause material fluctuations in Nareit FFO attributable to American Tower Corporation
stockholders growth from period to period that would not be representative of the underlying performance of the Company’s property assets
in those periods. In addition, it is a widely used performance measure across the telecommunications real estate sector. The Company believes
providing this metric, excluding the impacts of noncontrolling interests, enhances transparency, given the minority interests in its Europe business
and its U.S. data center business.
AFFO attributable to American Tower Corporation common stockholders per Share (AFFO Attributable per Share) is defined as AFFO
attributable to American Tower Corporation common stockholders divided by the diluted weighted average common shares outstanding.
Consolidated Adjusted Funds From Operations (Consolidated AFFO) is defined as Nareit FFO attributable to American Tower Corporation
common stockholders before (i) straight-line revenue and expense, (ii) stock-based compensation expense, (iii) the deferred portion of income tax
and other income tax adjustments, (iv) non-real estate related depreciation, amortization and accretion, (v) amortization of deferred financing costs,
debt discounts and premiums and long-term deferred interest charges, (vi) other income (expense), (vii) gain (loss) on retirement of long-term
obligations, (viii) other operating income (expense), and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less cash
payments related to capital improvements and cash payments related to corporate capital expenditures. The Company believes this measure
provides valuable insight into the operating performance of its property assets by further adjusting the Nareit FFO attributable to American Tower
Corporation common stockholders metric to exclude the factors outlined above, which if unadjusted, may cause material fluctuations in Nareit FFO
attributable to American Tower Corporation common stockholders growth from period to period that would not be representative of the underlying
performance of the Company’s property assets in those periods. In addition, it is a widely used performance measure across the
telecommunications real estate sector.
International Pass-through Revenue is defined as a portion of the Company’s pass-through revenue that is based on power and fuel expense
reimbursements and therefore subject to fluctuations in fuel prices. As a result, revenue growth rates may fluctuate depending on the market price
for fuel in any given period, which is not representative of the Company’s real estate business and its economic exposure to power and fuel costs.
Furthermore, this expense reimbursement mitigates the economic impact associated with fluctuations in operating expenses, such as power and
fuel costs and land rents in certain of the Company’s markets. As a result, the Company believes it is appropriate to provide insight into the impact
of pass-through revenue on certain revenue growth rates.
American Tower Corporation • 2023 Annual Report
Appendix 1 • Letter to Stakeholders
DEFINITIONS, RECONCILIATIONS TO MEASURES UNDER GAAP AND CALCULATION OF DEFINED MEASURES
Nareit FFO Attributable to American Tower Corporation Common Stockholders is defined as net income before gains or losses from the sale
or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and accretion less dividends to
noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests. The Company believes this
measure provides valuable insight into the operating performance of its property assets by excluding the charges described above, particularly
depreciation expenses, given the high initial, up-front capital intensity of the Company’s operating model. In addition, it is a widely used
performance measure across the telecommunications real estate sector.
Net Debt is defined as total long-term debt, including current portion and finance lease liabilities, less cash and cash equivalents.
Net Leverage Ratio is defined as Net Debt divided by the quarter’s annualized Adjusted EBITDA (the quarter’s Adjusted EBITDA multiplied by four).
The Company believes that including this calculation is important for investors and analysts given it is a critical component underlying its credit
agency ratings.
NOI Yield is defined as the percentage that results from dividing gross margin by total investment.
Return on Invested Capital (ROIC) is defined as Adjusted EBITDA less capital improvement capital expenditures and corporate capital
expenditures and cash taxes, divided by gross property, plant and equipment, intangible assets and goodwill (excluding the impact of recording
deferred tax adjustments related to valuation and goodwill and intangible impairments).
Straight-line ground rent expenses for our ground leases are calculated based on the fixed non-cancellable term of the underlying ground lease
plus all periods, if any, for which failure to renew the lease imposes an economic penalty to us such that renewal appears, at the inception of the
lease, to be reasonably assured. Certain of our tenant leases require us to exercise available renewal options pursuant to the underlying ground
lease, if the tenant exercises its renewal option. For towers with these types of tenant leases at the inception of the ground lease, we calculate our
straight-line ground rent over the term of the ground lease, including all renewal options required to fulfill the tenant lease obligation.
Straight-line revenues are recognized by the Company, under GAAP, over the term of the contract for certain of its tenant leases. Due to the
Company’s significant base of non-cancellable, long-term tenant leases, this can result in significant fluctuations in growth rates upon tenant
lease signings and renewals (typically increases), when amounts billed or received upfront upon these events are initially deferred. These signings
and renewals are only a portion of the Company’s underlying business growth and can distort the underlying performance of our Tenant Billings
Growth. As a result, the Company believes that it is appropriate to provide insight into the impact of straight-line revenue on certain growth rates in
revenue and select other measures.
Tenant Billings is defined as revenue generated from non-cancellable long-term tenant leases. Revenue from Tenant Billings reflects several
key aspects of the Company’s real estate business: (i) “colocations/amendments” reflects new tenant leases for space on existing sites and
amendments to existing leases to add additional tenant equipment; (ii) “escalations” reflects contractual increases in billing rates, which are
typically tied to fixed percentages or a variable percentage based on a consumer price index; (iii) “cancellations” reflects the impact of tenant lease
terminations or non-renewals or, in limited circumstances, when the lease rates on existing leases are reduced; and (iv) “new sites” reflects the
impact of new property construction and acquisitions.
Tenant Billings Growth is defined as the increase or decrease resulting from a comparison of Tenant Billings for a current period with Tenant
Billings for the corresponding prior-year period, in each case adjusted for foreign currency exchange rate fluctuations. The Company believes this
measure provides valuable insight into the growth in recurring Tenant Billings and underlying demand for its real estate portfolio.
Organic Tenant Billings is defined as Tenant Billings on sites that the Company has owned since the beginning of the prior-year period, as well as
Tenant Billings activity on new sites that occurred after the date of their addition to the Company’s portfolio.
Organic Tenant Billings Growth is defined as the portion of Tenant Billings Growth attributable to Organic Tenant Billings. The Company believes
organic growth is a useful measure of its ability to add tenancy and incremental revenue to its assets for the reported period, which enables
investors and analysts to gain additional insight into the relative attractiveness, and therefore the value, of the Company’s property assets.
American Tower Corporation • 2023 Annual Report
Appendix 1 • Letter to Stakeholders
RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in millions. Totals may not add due to rounding.)
2015
Net Income
Income tax (benefit) provision
Other (income) expense
2019
$1,917
(0)
(18)
2020
$1,692
130
241
2021
$2,568
262
(566)
2022
$1,697
24
(434)
2023
$1,367
154
249
Loss on retirement of long-term obligations
22
72
38
0
0
Interest expense
Interest income
Other operating expenses
Goodwill impairment1
Depreciation, amortization and accretion
Stock-based compensation expense
ADJUSTED EBITDA
Divided by total revenue
ADJUSTED EBITDA MARGIN
814
(47)
166
794
(40)
266
871
(40)
399
1,137
(72)
768
-
-
-
-
1,778
111
$4,745
$7,580
63%
1,882
121
$5,156
$8,042
64%
2,333
120
3,355
169
$5,983
$6,644
$9,357
$10,711
64%
62%
AFFO RECONCILIATION ($ in millions, except per share data. Totals may not add due to rounding.)
2015
Adjusted EBITDA
Straight-line revenue
Straight-line expense
Cash interest2
Interest Income
Cash paid for income taxes3
2019
$4,745
(184)
44
(800)
47
(147)
2020
$5,156
(322)
52
(824)
40
(146)
2021
2022
$5,983
$6,644
(466)
53
(831)
40
(225)
(500)
40
(1,089)
(1,348)
72
(274)
143
(307)
Dividends to noncontrolling interests
(13)
(8)
(3)
(22)
(138)
Capital improvement Capex
Corporate Capex
Consolidated AFFO
(160)
(11)
(150)
(9)
(170)
(8)
(176)
(9)
(201)
(16)
$3,521
$3,788
$4,373
$4,685
$4,778
Adjustments for noncontrolling interests
(79)
(25)
(97)
(168)
(167)
AFFO Attributable to Common Stockholders
$3,442
$3,764
$4,277
$4,517
$4,612
Divided by weighted average diluted shares outstanding
AFFO Attributable to Common Stockholders per Share
445.5
$7.73
446.1
$8.44
453.3
$9.43
462.8
$9.76
467.2
$9.87
1 Full year 2023 includes impairment charges of an aggregate of $402 million for the India and Spain reporting units.
2
In Q2 2019, the Company made a capitalized interest payment of approximately $14 million associated with the purchase of the shareholder loan
previously held by its joint venture partner in Ghana. In Q1 2020, the Company made a capitalized interest payment of approximately $63 million
associated with the acquisition of MTN’s redeemable noncontrolling interests in each of its joint ventures in Ghana and Uganda. In each case, the
deferred interest was previously expensed but excluded from Consolidated AFFO.
3 In 2015, the Company incurred charges in connection with certain tax elections wherein MIP Tower Holdings LLC, parent company to Global Tower
Partners (GTP), would no longer operate as a separate REIT for federal and state income tax purposes. The Company finalized a settlement related to
this tax election during the year ended December 31, 2022. The Company believes that these related transactions are nonrecurring, and does not
believe it is an indication of its operating performance. Accordingly, the Company believes it is more meaningful to present Consolidated AFFO
excluding these amounts.
1,398
(143)
378
402
3,087
196
$7,087
$11,144
64%
2023
$7,087
(472)
30
American Tower Corporation • 2023 Annual Report
Appendix 1 • Letter to Stakeholders
RETURN ON INVESTED CAPITAL (ROIC) RECONCILIATION1 ($ in millions. Totals may not add due to rounding.)
2015
Adjusted EBITDA
Cash Taxes
Capital Improvement Capex
Corporate Capex
Numerator
Gross PPE
Gross Intangibles
Gross Goodwill3
Denominator
20192
$4,917
(168)
(160)
(11)
20202
$5,280
(146)
(150)
(9)
20212
$6,477
(225)
(191)
(8)
20222
$6,647
(274)
(176)
(9)
2023
$7,087
(307)
(201)
(16)
$4,579
$4,974
$6,053
$6,187
$6,563
$19,326
$20,672
$28,404
$29,877
$30,908
18,474
5,492
20,734
6,600
28,654
12,690
27,870
12,372
27,529
12,458
$43,292
$48,006
$69,747
$70,119
$70,895
ROIC
10.6%
10.4%
8.7%
8.8%
9.3%
1 Historical denominator balances reflect purchase accounting adjustments.
2 Adjusted to annualize impacts of acquisitions closed throughout the year.
3 Excludes the impact of deferred tax adjustments related to valuation.
AMERICAN TOWER CORPORATION
Executive Management Team
Steven O. Vondran
President and
Chief Executive Officer
Thomas A. Bartlett
Advisor to the
Chief Executive Officer
Ruth T. Dowling
Executive Vice President,
Chief Administrative
Officer, General Counsel
and Secretary
Juan Font
Senior Vice President;
President and
Chief Executive Officer,
CoreSite
Sanjay Goel
Executive Vice President
and President, Asia-Pacific
Eugene M. Noel
Executive Vice President
and President, U.S.
Tower Division
Olivier Puech
Executive Vice President
and President, Latin America
and EMEA
Rodney M. Smith
Executive Vice President,
Chief Financial Officer
and Treasurer
Board of Directors
(From left to right) Pamela D. A. Reeve, Former President and CEO – Lightbridge, Inc.; Kelly C. Chambliss, Senior Vice President
– IBM Consulting; Teresa H. Clarke, Chair – Africa.com LLC; Raymond P. Dolan, Chairman and CEO – Cohere Technologies, Inc.;
Kenneth R. Frank, Partner – Banneker Partners; Robert D. Hormats, Former Managing Director – Tiedemann Advisors;
Grace D. Lieblein, Former VP, Global Quality – General Motors.
Certifications
The certifications by the
Company’s CEO and CFO
required under Section 302 of
the Sarbanes-Oxley Act of
2002 have been filed as
exhibits to the Company’s 2023
Annual Report on Form 10-K.
The Annual CEO Certification
pursuant to New York Stock
Exchange (NYSE) Corporate
Governance Standards Section
303A.12(a) was submitted to
the NYSE on May 30, 2023.
Non-Incorporation
The Company’s Form 10-K for
the year ended December 31,
2023, as filed with the
Securities and Exchange
Commission, is included within
this Annual Report. Other than
the 2023 Form 10-K, all other
portions of this Annual Report
are not “filed” with the
Securities and Exchange
Commission and should not be
deemed so.
Annual Meeting
The annual meeting of
stockholders will be held on
Wednesday, May 22, 2024 and
is scheduled to commence at
11:00 a.m., Eastern Time.
Stockholders may attend the
annual meeting virtually
through a live audio webcast at
www.virtualshareholdermeeting.
com/AMT2024.
There will be no physical
location for the meeting.
Corporate Headquarters
116 Huntington Avenue
Boston, MA 02116
Registrar and Stock
Transfer Agent
Computershare
Common Stock
The Company’s Common Stock
is traded on the NYSE under
the symbol AMT.
Independent Registered
Public Accounting Firm
Deloitte & Touche LLP
(From left to right) Craig Macnab, Former CEO – National Retail Properties, Inc.; Neville R. Ray, Former President
of Technology – T-Mobile US, Inc.; JoAnn A. Reed, Healthcare Services Consultant and Former CFO – Medco Health
Solutions, Inc.; Bruce L. Tanner, Former EVP and CFO – Lockheed Martin Corporation; Samme L. Thompson,
President – Telit Associates, Inc.; Steven O. Vondran, President and CEO – American Tower Corporation.
American Tower Corporation | 3
116 Huntington Avenue
Boston, Massachusetts 02116
T: 617-375-7500
F: 617-375-7575
americantower.com
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