AMERICAN TOWER CORP /MA/ (AMT)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1053507. Latest filing source: 0001053507-26-000035.
Informational only - descriptive public-record data, not investment advice.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 10,644,600,000 | USD | 2025 | 2026-02-24 |
| Net income | 2,628,500,000 | USD | 2025 | 2026-02-24 |
| Assets | 63,190,400,000 | USD | 2025 | 2026-02-24 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001053507.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2012 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 6,663,900,000 | 7,440,100,000 | 7,580,300,000 | 8,041,500,000 | 9,356,900,000 | 9,645,400,000 | 10,012,200,000 | 10,127,200,000 | 10,644,600,000 | |||
| Net income | 970,359,000 | 1,225,400,000 | 1,264,700,000 | 1,916,600,000 | 1,691,500,000 | 2,567,600,000 | 1,696,700,000 | 1,367,100,000 | 2,280,200,000 | 2,628,500,000 | ||
| Operating income | 1,853,029,000 | 1,998,400,000 | 1,905,000,000 | 2,688,400,000 | 2,887,500,000 | 3,132,000,000 | 2,738,600,000 | 3,125,500,000 | 4,516,500,000 | 4,845,800,000 | ||
| Diluted EPS | 1.98 | 2.67 | 2.77 | 4.24 | 3.79 | 5.66 | 3.82 | 3.18 | 4.82 | 5.40 | ||
| Operating cash flow | 1,414,391,000 | 2,925,600,000 | 3,748,300,000 | 3,752,600,000 | 3,881,400,000 | 4,819,900,000 | 3,696,200,000 | 4,722,400,000 | 5,290,500,000 | 5,464,000,000 | ||
| Capital expenditures | 682,505,000 | 803,600,000 | 913,200,000 | 991,300,000 | 1,031,700,000 | 1,376,700,000 | 1,873,600,000 | 1,798,100,000 | 1,590,000,000 | 1,680,400,000 | ||
| Dividends paid | 886,116,000 | 1,073,000,000 | 1,323,500,000 | 1,603,000,000 | 1,928,200,000 | 2,271,000,000 | 2,715,300,000 | 3,006,700,000 | 3,027,300,000 | 3,180,800,000 | ||
| Share buybacks | 0.00 | 766,300,000 | 232,800,000 | 19,600,000 | 56,000,000 | 0.00 | 18,800,000 | 0.00 | 0.00 | 364,600,000 | ||
| Assets | 30,879,150,000 | 33,214,300,000 | 33,010,400,000 | 42,801,600,000 | 47,233,500,000 | 69,887,900,000 | 67,194,500,000 | 66,027,600,000 | 61,077,400,000 | 63,190,400,000 | ||
| Liabilities | 20,191,454,000 | 22,811,730,000 | 26,106,000,000 | 36,214,700,000 | 42,453,000,000 | 60,818,300,000 | 54,786,000,000 | 55,162,200,000 | 51,428,700,000 | 52,835,100,000 | ||
| Stockholders' equity | 6,651,679,000 | 6,763,895,000 | 5,336,100,000 | 5,055,400,000 | 4,093,500,000 | 5,081,200,000 | 5,572,400,000 | 4,198,200,000 | 3,382,200,000 | 3,652,500,000 | ||
| Cash and cash equivalents | 787,161,000 | 802,100,000 | 1,208,700,000 | 1,501,200,000 | 1,746,300,000 | 1,949,900,000 | 1,548,900,000 | 1,753,700,000 | 1,999,600,000 | 1,474,800,000 | ||
| Free cash flow | 2,122,000,000 | 2,835,100,000 | 2,761,300,000 | 2,849,700,000 | 3,443,200,000 | 1,822,600,000 | 2,924,300,000 | 3,700,500,000 | 3,783,600,000 |
Ratios
| Metric | 2012 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 18.39% | 17.00% | 25.28% | 21.03% | 27.44% | 17.59% | 13.65% | 22.52% | 24.69% | |||
| Operating margin | 29.99% | 25.60% | 35.47% | 35.91% | 33.47% | 28.39% | 31.22% | 44.60% | 45.52% | |||
| Return on equity | 14.35% | 23.70% | 37.91% | 41.32% | 50.53% | 30.45% | 32.56% | 67.42% | 71.96% | |||
| Return on assets | 3.14% | 3.69% | 3.83% | 4.48% | 3.58% | 3.67% | 2.53% | 2.07% | 3.73% | 4.16% | ||
| Liabilities / equity | 3.04 | 3.37 | 4.89 | 7.16 | 10.37 | 11.97 | 9.83 | 13.14 | 15.21 | 14.47 | ||
| Current ratio | 0.83 | 1.04 | 0.51 | 0.47 | 0.79 | 0.41 | 0.44 | 0.51 | 0.45 | 0.40 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001053507.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 1.95 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.80 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.72 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 2,771,700,000 | 461,500,000 | 1.02 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 2,818,600,000 | 577,300,000 | 1.26 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 2,786,700,000 | 13,300,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 2,834,100,000 | 921,700,000 | 1.96 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 2,900,300,000 | 908,400,000 | 1.92 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 2,522,300,000 | -780,400,000 | -1.69 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 2,547,600,000 | 1,230,500,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 2,562,800,000 | 498,600,000 | 1.04 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 2,626,900,000 | 380,500,000 | 0.78 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 2,717,400,000 | 912,600,000 | 1.82 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 2,737,500,000 | 836,800,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 2,737,500,000 | 878,500,000 | 1.84 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001053507-26-000099.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains statements about future events and expectations, or “forward-looking statements,” which relate to our goals, beliefs, strategies, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as “project,” “plan,” “believe,” “anticipate,” “expect,” “forecast,” “estimate,” “intend,” “should,” “would,” “could,” “may” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Forward-looking statements represent management’s current expectations, beliefs and assumptions, and are inherently uncertain. We do not undertake any obligation to update our forward-looking statements.
The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“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 and condensed consolidated financial statements herein and the accompanying notes, information set forth under the caption “Critical Accounting Policies and Estimates” in the 2025 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Overview
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. 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 98% of our total revenues for the three months ended March 31, 2026 and includes our U.S. & Canada property, Africa & Asia-Pacific (“APAC”) 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.
23
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of March 31, 2026:
| Number of Owned Towers | Number of Operated Towers (1) | Number of Owned DAS Sites | ||||||
|---|---|---|---|---|---|---|---|---|
| U.S. & Canada: | ||||||||
| Canada | 226 | — | — | |||||
| United States | 26,692 | 14,852 | 427 | |||||
| U.S. & Canada total | 26,918 | 14,852 | 427 | |||||
| Africa & APAC: | ||||||||
| Bangladesh | 1,072 | — | — | |||||
| Burkina Faso | 733 | — | — | |||||
| Ghana | 3,433 | — | 37 | |||||
| Kenya | 4,511 | — | 11 | |||||
| Niger | 950 | — | — | |||||
| Nigeria | 9,727 | — | — | |||||
| Philippines | 386 | — | — | |||||
| South Africa | 2,482 | — | — | |||||
| Uganda | 4,595 | — | 47 | |||||
| Africa & APAC total | 27,889 | — | 95 | |||||
| Europe: | ||||||||
| France | 4,312 | 303 | 9 | |||||
| Germany | 15,589 | — | — | |||||
| Spain | 12,465 | — | 1 | |||||
| Europe total | 32,366 | 303 | 10 | |||||
| Latin America: | ||||||||
| Argentina | 497 | — | 11 | |||||
| Brazil | 20,817 | 1,434 | 126 | |||||
| Chile | 3,674 | — | 107 | |||||
| Colombia | 4,809 | — | 6 | |||||
| Costa Rica | 711 | — | 2 | |||||
| Mexico | 8,634 | 185 | 73 | |||||
| Paraguay | 1,450 | — | — | |||||
| Peru | 3,961 | 450 | 1 | |||||
| Latin America total | 44,553 | 2,069 | 326 | |||||
| Total | 131,726 | 17,224 | 858 |
_______________
(1)Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
24
As of March 31, 2026, our property portfolio included 30 operating data center facilities across 11 markets in the United States that collectively comprise approximately 3.8 million net rentable square feet (“NRSF”) of data center space, as follows:
| Number of Data Centers | Total NRSF (1) | |||
|---|---|---|---|---|
| (in thousands) | ||||
| San Francisco Bay, CA | 9 | 1,051 | ||
| Los Angeles, CA | 3 | 724 | ||
| Northern Virginia, VA | 3 | 627 | ||
| New York, NY | 3 | 373 | ||
| Chicago, IL | 2 | 328 | ||
| Denver, CO | 2 | 151 | ||
| Boston, MA | 1 | 143 | ||
| Miami, FL | 2 | 130 | ||
| Orlando, FL | 1 | 104 | ||
| Atlanta, GA | 2 | 95 | ||
| Washington, D.C. | 2 | 47 | ||
| Total | 30 | 3,773 |
_______________
(1)Excludes approximately 0.4 million of office and light industrial NRSF.
The 2025 Form 10-K contains information regarding management’s expectations of long-term drivers of demand for our communications sites, as well as key trends, which management believes provide valuable insight into our operating and financial resource allocation decisions. The discussion below should be read in conjunction with the 2025 Form 10-K and, in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”
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 three months ended March 31, 2026 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), (b) an inflationary index in most of our international markets, or (c) a combination of both. In addition, certain of our tenant leases provide for additional revenue primarily to cover costs (pass-through revenue), such as ground rent or power and fuel costs.
Based upon existing customer leases and foreign currency exchange rates as of March 31, 2026, we expect to generate over $50 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
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 three months ended March 31, 2026, churn was approximately 5% of our tenant billings, primarily driven by churn due to one of our U.S. customers, DISH Wireless L.L.C., a subsidiary of DISH Network Corporation (“DISH”) in our U.S. & Canada property segment, as discussed below. Beginning on January 1, 2026, 100% of DISH revenue will be reflected in churn.
25
AT&T Mexico Dispute. We are currently engaged in a legal dispute (the “Arbitration”) with one of our customers in Mexico, AT&T Comunicaciones Digitales, S. de R.L. de C.V. and related entities (collectively, “AT&T Mexico”). AT&T Mexico, which represented approximately $300 million of tenant revenue in 2025, is challenging the calculation of the monthly lease amount established under our Master Lease Agreement with AT&T Mexico (the “MLA”), as well as certain other provisions of the MLA, seeking rent abatement both retroactively and prospectively, and had been withholding tower rents since the start of 2025. We incurred approximately $30 million of reserves during the year ended December 31, 2025, and an additional approximately $10 million of reserves during the three months ended March 31, 2026, related to this customer. We expect to record future reserves until the Arbitration is settled. We believe we have meritorious defenses to the claims raised in this Arbitration, are vigorously defending the full enforceability of the MLA and remain confident in the terms and conditions of the MLA. The Arbitration is scheduled for a hearing in August 2026.
On September 23, 2025, we and AT&T Mexico reached an agreement pursuant to which AT&T Mexico will remit payment of the majority of the withheld tower rents and will resume monthly payments of the majority of its owed tower rents. The remainder of the outstanding receivables and the future monthly tower rent amounts not remitted directly to us will be deposited into an irrevocable escrow account, overseen by an independent trustee, to be released in accordance with a final ruling in the Arbitration or by mutual consent of us and AT&T Mexico.
DISH Dispute. On September 24, 2025, DISH delivered a notice purporting to be excused from its contractual obligations under our Strategic Collocation Agreement entered into in March 2021 (the “SCA”). DISH has failed to meet its payment obligations, and as of January 2026 is in default under the SCA. We remain confident that DISH has not been excused from its obligations under the SCA, and that the SCA remains in full force and effect. On October 20, 2025, we filed a complaint in the U.S. District Court for the District of Colorado seeking a declaratory judgment that DISH has not been excused from its obligations under the SCA, that the SCA remains in full force and effect, and that DISH remains required to perform all of its obligations under the SCA. DISH represented approximately 2% and 4% of our total annual property revenue and total annual U.S. & Canada property revenue, respectively, for 2025. DISH is reflected in churn for three months ended March 31, 2026. During the three months ended March 31,
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
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.
During the year ended December 31, 2025, we completed the sale of our fiber assets in South Africa (“South Africa Fiber”). Prior to the divestiture, the operating results of South Africa Fiber were included within the Africa & APAC property segment.
During the year ended December 31, 2024, we completed the sale of ATC TIPL (as defined below). The divestiture qualified for presentation as discontinued operations. See Note 21 for further discussion. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Africa & APAC property segment. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the operating results of ATC TIPL as discontinued operations for all periods presented.
We report our results in six segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Africa & APAC 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 19 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 97% of our total revenues for the year ended December 31, 2025 and includes our U.S. & Canada property, Africa & APAC 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, together with program management offerings that support customer deployment needs from project scoping through construction. Our services operations primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
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Table of Contents
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, 2025:
| Number of Owned Towers | Number of Operated Towers (1) | Number of Owned DAS Sites | ||||||
|---|---|---|---|---|---|---|---|---|
| U.S. & Canada: | ||||||||
| Canada | 226 | — | — | |||||
| United States | 26,714 | 14,855 | 429 | |||||
| U.S. & Canada total | 26,940 | 14,855 | 429 | |||||
| Africa & APAC: | ||||||||
| Bangladesh | 1,040 | — | — | |||||
| Burkina Faso | 733 | — | — | |||||
| Ghana | 3,438 | — | 37 | |||||
| Kenya | 4,500 | — | 11 | |||||
| Niger | 931 | — | — | |||||
| Nigeria | 9,706 | — | — | |||||
| Philippines | 384 | — | — | |||||
| South Africa | 2,483 | — | — | |||||
| Uganda | 4,547 | — | 47 | |||||
| Africa & APAC total | 27,762 | — | 95 | |||||
| Europe: | ||||||||
| France | 4,279 | 303 | 9 | |||||
| Germany | 15,501 | — | — | |||||
| Spain | 12,431 | — | 1 | |||||
| Europe total | 32,211 | 303 | 10 | |||||
| Latin America: | ||||||||
| Argentina | 497 | — | 11 | |||||
| Brazil | 20,829 | 1,434 | 126 | |||||
| Chile | 3,681 | — | 107 | |||||
| Colombia | 4,858 | — | 6 | |||||
| Costa Rica | 712 | — | 2 | |||||
| Mexico | 8,689 | 185 | 75 | |||||
| Paraguay | 1,450 | — | — | |||||
| Peru | 3,968 | 450 | 1 | |||||
| Latin America total | 44,684 | 2,069 | 328 | |||||
| Total | 131,597 | 17,227 | 862 |
_______________
(1)Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
As of December 31, 2025, our property portfolio included 30 operating data center facilities across eleven markets in the United States that collectively comprise approximately 3.7 million NRSF of data center space, as detailed below:
| Number of Data Centers | Total NRSF (1) | ||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| San Francisco Bay, CA | 9 | 1,051 | |||
| Los Angeles, CA | 3 | 724 | |||
| Northern Virginia, VA | 3 | 627 | |||
| New York, NY | 3 | 376 | |||
| Chicago, IL | 2 | 272 | |||
| Denver, CO | 2 | 151 | |||
| Boston, MA | 1 | 124 | |||
| Orlando, FL | 1 | 104 | |||
| Atlanta, GA | 2 | 95 | |||
| Miami, FL | 2 | 90 | |||
| Washington, D.C. | 2 | 47 | |||
| Total | 30 | 3,661 |
_______________
(1)Excludes approximately 0.4 million of office and light-industrial NRSF.
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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, 2025 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), (b) an inflationary index in most of our international markets, or (c) 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, 2025, we expect to generate over $54 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
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, 2025, churn was approximately 2% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.
AT&T Mexico Dispute. We are currently engaged in an Arbitration with AT&T Mexico. AT&T Mexico, which represented approximately $300 million of tenant revenue in 2025, is challenging the calculation of the monthly lease amount established under the MLA, as well as certain other provisions of the MLA, seeking rent abatement both retroactively and prospectively, and had been withholding tower rents since the start of 2025. We incurred approximately $30 million of reserves during the year ended December 31, 2025 related to this customer. We expect to record future reserves until the Arbitration is settled. We believe we have meritorious defenses to the claims raised in this Arbitration, are vigorously defending the full enforceability of the MLA and remain confident in the terms and conditions of the MLA. The Arbitration is scheduled for a hearing in August 2026.
On September 23, 2025, we and AT&T Mexico reached an agreement pursuant to which AT&T Mexico will remit payment of the majority of the withheld tower rents and will resume monthly payments of the majority of its owed tower rents. The remainder of the outstanding receivables and the future monthly tower rent amounts not remitted directly to us will be deposited into an irrevocable escrow account, overseen by an independent trustee, to be released in accordance with a final ruling in the Arbitration or by mutual consent of us and AT&T Mexico.
DISH Dispute. On September 24, 2025, DISH delivered a notice purporting to be excused from its contractual obligations under the SCA. DISH has failed to meet its payment obligations, and as of January 2026 is in default under the SCA. We remain confident that DISH has not been excused from its obligations under the SCA, and that the SCA remains in full force and effect. On October 20, 2025, we filed a complaint in the U.S. District Court for the District of Colorado seeking a declaratory judgment that DISH has not been excused from its obligations under the SCA, that the SCA remains in full force and effect, and that DISH remains required to perform all of its obligations under the SCA. DISH represented approximately 2% and 4% of our total annual property revenue and total annual U.S. & Canada property revenue, respectively, for 2025.
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.
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•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 of wireless network investment 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:
•Rapid growth in mobile data consumption continues to be driven by 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.
•Continued spectrum acquisition and deployment by wireless service providers, which is expected to result in additional sites and equipment on existing sites as operators optimize network configuration and utilize the 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.
•Emerging next generation technologies, such as edge computing functionality, autonomous vehicle networks and a number of other internet-of-things, or IoT, applications and other potential use cases for wireless services requiring wireless connectivity. 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, including through increased use of AI, 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, while benefitting from our shared global experience, capabilities and services. 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.
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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 108,000 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.
Strong industry tailwinds also underpin our data center business. Our portfolio of highly interconnected data center facilities and related assets in the United States is well positioned to monetize elevated demand for hybrid-cloud and multi-cloud deployments, as well as demand from early-stage AI-related workloads like inferencing, machine learning models and GPU-as-a-Service from neo clouds. We believe it is important for AI workloads to be collocated with hybrid installations. Our data center facilities are well-suited for this, as they have a rich ecosystem of network and cloud interconnections coupled with purpose-built capacity designed to support AI and other higher-density deployments. These positive trends reinforce our expectation for our data centers to deliver long-term growth with attractive returns.
Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including increased competition within our industries, an increase in network sharing or consolidation among our customers and financial difficulties for 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 and revenue could be materially and adversely affected,” “Risk Factors—Increasing competition within our industries may materially and adversely affect our revenue” and “Risk Factors—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.” 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, 2025, we grew our portfolio of communications real estate through the acquisition and construction of approximately 2,230 communications sites globally. In a majority of our Africa & APAC, 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) | 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|---|
| U.S. & Canada | 155 | 15 | 20 | ||||
| Africa & APAC (1) | 1,265 | 1,660 | 1,700 | ||||
| Europe | 745 | 590 | 555 | ||||
| Latin America | 65 | 185 | 215 |
_______________
(1)For the years ended December 31, 2024 and 2023, excludes approximately 90 and 865 new sites in India, respectively.
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 or expansion activities.
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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.
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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, Adjusted Funds From Operations (“AFFO”) attributable to American Tower Corporation common stockholders (“AFFO attributable to American Tower Corporation common stockholders”) and Segment gross margin.
We define Adjusted EBITDA as Net income before Income (loss) from equity method investments; Income (loss) from discontinued operations, net of taxes; 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, and including adjustments and distributions for unconsolidated affiliates and noncontrolling interests and adjustments for discontinued operations. In this section, we refer to Nareit FFO attributable to American Tower Corporation common stockholders as “Nareit FFO (common stockholders).”
We define AFFO attributable to American Tower Corporation common stockholders 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; and (viii) other operating income (expense); less cash payments related to capital improvements and cash payments related to corporate capital expenditures and including adjustments and distributions for unconsolidated affiliates and noncontrolling interests and adjustments for discontinued operations, which includes the impact of noncontrolling interests and discontinued operations on both Nareit FFO and the corresponding adjustments included in AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common stockholders as “AFFO (common stockholders).”
We define 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.
Adjusted EBITDA, Nareit FFO (common stockholders), AFFO (common stockholders) and Segment gross margin 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), AFFO (common stockholders) or Segment gross margin 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), AFFO (common stockholders) and Segment gross margin 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) AFFO (common stockholders) is 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) Segment gross margin provides valuable insight into the site-level profitability of our assets (6) 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 (7) 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), AFFO (common stockholders) and Segment gross margin may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of Adjusted EBITDA, Nareit FFO (common stockholders) and AFFO (common stockholders) to net income and Segment gross margin to gross margin, the most directly comparable GAAP measures, have been included below.
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Results of Operations
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For a discussion of our 2024 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 25, 2025 (the “2024 Form 10-K”).
Years Ended December 31, 2025 and 2024
(in millions, except percentages)
Revenue
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 5,248.7 | $ | 5,248.1 | 0 | % | ||||||
| Africa & APAC (1) | 1,422.9 | 1,208.0 | 18 | |||||||||
| Europe | 937.7 | 834.7 | 12 | |||||||||
| Latin America | 1,642.6 | 1,717.9 | (4) | |||||||||
| Data Centers | 1,053.1 | 924.8 | 14 | |||||||||
| Total property | 10,305.0 | 9,933.5 | 4 | |||||||||
| Services | 339.6 | 193.7 | 75 | |||||||||
| Total revenues | $ | 10,644.6 | $ | 10,127.2 | 5 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
Year ended December 31, 2025
U.S. & Canada property segment revenue increase of $0.6 million was attributable to:
• Tenant billings growth of $210.0 million, which was driven by:
◦$158.7 million due to colocations and amendments;
◦$52.8 million resulting from contractual escalations, net of churn; and
◦$5.7 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);
◦Partially offset by a decrease of $7.2 million from other tenant billings;
• Partially offset by a decrease of $209.1 million in other revenue, which includes a $175.8 million decrease due to straight-line accounting.
Segment revenue growth was partially offset by a decrease of $0.3 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.
Africa & APAC property segment revenue growth of $214.9 million was attributable to:
• Tenant billings growth of $129.7 million, which was driven by:
◦$53.7 million due to colocations and amendments;
◦$43.5 million resulting from contractual escalations, net of churn;
◦$23.1 million generated from newly acquired or constructed sites; and
◦$9.4 million from other tenant billings;
• An increase of $24.7 million in other revenue, primarily attributable to a decrease in revenue reserves related to customers in Burkina Faso and Kenya; and
• An increase of $15.7 million in pass-through revenue.
Segment revenue growth included an increase of $44.8 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $27.6 million related to fluctuations in Ghanaian Cedi, $9.3 million related to fluctuations in Ugandan Shilling, $6.8 million related to fluctuations in Kenyan Shilling and $4.4 million related to fluctuations in West African CFA Franc, partially offset by negative impacts of $7.0 million related to fluctuations in Nigerian Naira.
Europe property segment revenue growth of $103.0 million was attributable to:
• Tenant billings growth of $39.8 million, which was driven by:
◦$19.0 million due to colocations and amendments;
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◦$11.3 million resulting from contractual escalations, net of churn; and
◦$10.9 million generated from newly acquired or constructed sites;
◦Partially offset by a decrease of $1.4 million from other tenant billings;
• An increase of $14.5 million in other revenue; and
• An increase of $10.1 million in pass-through revenue, primarily attributable to an increase in energy costs.
Segment revenue growth included an increase of $38.6 million attributable to the positive impact of foreign currency translation related to fluctuations in Euro (“EUR”).
Latin America property segment revenue decrease of $75.3 million was attributable to:
• A decrease of $71.6 million in other revenue, primarily attributable to an increase in revenue reserves related to customers in Brazil and Mexico and a decrease in tenant settlements in Brazil; and
• A decrease of $56.2 million, attributable to the impact of foreign currency translation, which included, among others, negative impacts of $32.2 million related to fluctuations in Brazilian Real and $29.1 million related to fluctuations in Mexican Peso, partially offset by positive impacts of $5.6 million related to fluctuations in Peruvian Sol;
• Partially offset by:
• Tenant billings growth of $36.5 million, which was driven by:
◦$26.8 million due to colocations and amendments;
◦$13.3 million from contractual escalations, net of churn; and
◦$0.7 million generated from newly acquired or constructed sites;
◦Partially offset by a decrease of $4.3 million from other tenant billings; and
• An increase of $16.0 million in pass-through revenue.
Data Centers segment revenue growth of $128.3 million was attributable to:
•An increase of $74.5 million in rental, related and other revenue, primarily due to new lease commencements, customer expansions and rent increases upon customer renewals;
•An increase of $36.8 million in power revenue from new lease commencements, increased power consumption and pricing increases from existing customers;
•An increase of $16.2 million in interconnection revenue, primarily due to customer interconnection net additions and set-up fees; and
•An increase of $0.8 million in straight-line revenue.
Services segment revenue growth of $145.9 million was primarily attributable to increases in construction management services, site application, zoning and permitting services and structural and mount analyses services.
Gross Margin
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 4,378.7 | $ | 4,377.2 | 0 | % | ||||||
| Africa & APAC (1) | 976.4 | 827.5 | 18 | |||||||||
| Europe | 593.5 | 525.3 | 13 | |||||||||
| Latin America | 1,131.6 | 1,187.7 | (5) | |||||||||
| Data Centers | 650.7 | 534.0 | 22 | |||||||||
| Total property | 7,730.9 | 7,451.7 | 4 | |||||||||
| Services | 165.6 | 101.1 | 64 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
Year ended December 31, 2025
•The U.S. & Canada property segment gross margin was relatively consistent as compared to the prior-year period.
•The increase in Africa & APAC property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $48.5 million, primarily due to an increase in costs associated with pass-through revenue, including fuel and utility costs, and an increase in repair and maintenance spending. Direct expenses were also negatively impacted by $17.5 million from the impact of foreign currency translation.
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•The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $20.4 million, primarily due to an increase in costs associated with pass-through revenue, including energy costs and an increase in land rent costs. Direct expenses were also negatively impacted by $14.4 million from the impact of foreign currency translation.
•The decrease in Latin America property segment gross margin was primarily attributable to the decrease in revenue described above, partially offset by a decrease in direct expenses of $4.1 million. Direct expenses also benefited by $15.1 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 $11.6 million, primarily due to an increase in costs associated with power revenue, including utility costs, partially offset by a decrease in property taxes primarily as a result of a one-time benefit of $26.0 million due to final resolution of revised real property valuations related to the CoreSite Acquisition. Direct expenses also benefited by a legal settlement and resolution of a utility back billing matter.
•The increase in Services segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $81.4 million.
Selling, General, Administrative and Development Expense (“SG&A”)
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 166.6 | $ | 161.1 | 3 | % | ||||||
| Africa & APAC (1) | 76.1 | 68.0 | 12 | |||||||||
| Europe | 69.6 | 64.8 | 7 | |||||||||
| Latin America | 102.6 | 111.0 | (8) | |||||||||
| Data Centers | 88.5 | 78.8 | 12 | |||||||||
| Total property | 503.4 | 483.7 | 4 | |||||||||
| Services | 27.4 | 21.0 | 30 | |||||||||
| Other | 409.9 | 428.7 | (4) | |||||||||
| Total selling, general, administrative and development expense | $ | 940.7 | $ | 933.4 | 1 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
Year Ended December 31, 2025
•The increase in our U.S. & Canada property segment SG&A was primarily driven by increased personnel and related costs to support our business, increased canceled construction costs and a net increase in bad debt expense, partially offset by decreased professional services costs.
•The increase in our Africa & APAC property segment SG&A was primarily driven by increased local tax and professional services costs and increased canceled construction costs, partially offset by decreased personnel and related costs.
•The increase in our Europe property segment SG&A was primarily driven by increased canceled construction costs and the negative impact of foreign currency translation, partially offset by decreased professional services costs.
•The decrease in our Latin America property segment SG&A was primarily driven by a net decrease in bad debt expense of $7.1 million, decreased personnel and related costs, lower canceled construction costs and a benefit from the impact of foreign currency translation, partially offset by increased local tax and professional services costs, including legal fees in Mexico.
•The increase in our Data Centers segment SG&A was primarily driven by increased personnel and related costs to support our business, partially offset by a legal settlement in the period.
•The increase in our Services segment SG&A was primarily driven by increased personnel and related costs to support our business.
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•The decrease in other SG&A was primarily attributable to a decrease in stock-based compensation expense of $18.5 million, primarily driven by the reversal of previously recognized stock-based compensation expense associated with awards forfeited in connection with the departure of our Executive Vice President and President, APAC due to such role being eliminated, as discussed in note 12 to our consolidated financial statements included in this Annual Report, and a decrease in other corporate SG&A, partially offset by an increase in personnel and related costs to support our business.
Operating Profit
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 4,212.1 | $ | 4,216.1 | (0) | % | ||||||
| Africa & APAC (1) | 900.3 | 759.5 | 19 | |||||||||
| Europe | 523.9 | 460.5 | 14 | |||||||||
| Latin America | 1,029.0 | 1,076.7 | (4) | |||||||||
| Data Centers | 562.2 | 455.2 | 24 | |||||||||
| Total property | 7,227.5 | 6,968.0 | 4 | % | ||||||||
| Services | 138.2 | 80.1 | 73 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
Year Ended December 31, 2025
•The decrease in operating profit for our U.S. & Canada property segment was primarily attributable to an increase in our segment SG&A, partially offset by an increase in our segment gross margin.
•The increases in our Africa & APAC property segment, Europe property segment, Data Centers segment and our Services 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 Latin America property segment was primarily attributable to a decrease in our segment gross margin, partially offset by a decrease in our segment SG&A.
Depreciation, Amortization and Accretion
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Depreciation, amortization and accretion | $ | 2,041.6 | $ | 2,028.8 | 1 | % |
The increase in depreciation, amortization and accretion expense for the year ended December 31, 2025 was primarily attributable to foreign currency exchange rate fluctuations.
Other Operating Expense
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Other operating expense | $ | 68.4 | $ | 74.1 | (8) | % |
The decrease in other operating expense for the year ended December 31, 2025 was primarily attributable to the gain on the sale of South Africa Fiber of $53.6 million, partially offset by an increase in impairment charges of $32.1 million.
Total Other Expense
| Year Ended December 31, | Percent Change 2025 vs 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| Total other expense | $ | 1,801.6 | $ | 891.7 | 102 | % |
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.
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The increase in total other expense during the year ended December 31, 2025 was primarily due to foreign currency losses of $809.4 million in the current period, as compared to foreign currency gains of $308.3 million in the prior-year period, partially offset by a decrease in net interest expense of $43.9 million, primarily due to a decrease in our average debt outstanding. Total other expense during the years ended December 31, 2025 and 2024 also include gains from equity securities in the United States of $232.6 million and $70.4 million, respectively.
Income Tax Provision
| Year Ended December 31, | Percent Change 2025 vs 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||
| Income tax provision | $ | 415.7 | $ | 366.3 | 13 | % | |||||||
| Effective tax rate | 13.7 | % | 10.1 | % |
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, 2025 and 2024 differs from the federal statutory rate.
For the year ended December 31, 2025, the increase in the income tax provision was primarily attributable to (i) increased earnings in certain foreign jurisdictions, (ii) taxes incurred as a result of the sale of South Africa Fiber, (iii) additions to reserves for uncertain tax positions, (iv) gains from equity securities in the United States and (v) the reversal of permanent reinvestment assertions in Nigeria, partially offset by a net benefit from the application of tax law changes primarily in Germany and a decrease in withholding taxes from equity distributions due in part to the ATC TIPL Transaction.
Loss from Discontinued Operations, Net of Taxes
On January 4, 2024, we, through our subsidiaries, ATC Asia Pacific Pte. Ltd. and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which held our operations in India, 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 agreed to acquire a 100% ownership interest in ATC TIPL (the “ATC TIPL Transaction”). Per the terms of the agreement, total aggregate consideration represented up to approximately 210 billion Indian Rupees (“INR”) (approximately $2.5 billion), including the value of the VIL OCDs and the VIL Shares (each as defined and further discussed below), 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.
During the year ended December 31, 2024, ATC TIPL distributed approximately 29.6 billion INR (approximately $354.1 million) to us, which included the value of the VIL Shares and the VIL OCDs and the satisfaction of the economic benefit associated with the rights to payments on certain existing customer receivables. The distributions were deducted from the total aggregate consideration received by us at closing.
The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024. On September 12, 2024, we completed the ATC TIPL Transaction and received total consideration of 182 billion INR (approximately $2.2 billion). We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility. During the year ended December 31, 2024, we recorded a loss on the sale of ATC TIPL of $1.2 billion, which primarily included the reclassification of our cumulative translation adjustment in India upon exiting the market of $1.1 billion.
The following table presents key components of Loss from discontinued operations, net of taxes in the consolidated statements of operations:
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| Year Ended December 31, | Percent Change 2025 vs 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 (1) | ||||||||||||
| Revenue | $ | — | $ | 911.2 | (100) | % | |||||||
| Cost of operations | — | (473.8) | (100) | ||||||||||
| Depreciation, amortization and accretion | — | (96.0) | (100) | ||||||||||
| Selling, general, administrative and development expense | — | (58.7) | (100) | ||||||||||
| Other operating expense | — | (6.7) | (100) | ||||||||||
| Loss on sale of ATC TIPL | — | (1,245.5) | 100 | ||||||||||
| Operating loss | — | (969.5) | (100) | % | |||||||||
| Interest income | — | 30.7 | (100) | ||||||||||
| Interest expense | — | (7.6) | (100) | ||||||||||
| Other income, net | — | 46.5 | (100) | ||||||||||
| Loss from discontinued operations before taxes | $ | — | $ | (899.9) | (100) | % | |||||||
| Income tax provision | — | (78.4) | (100) | ||||||||||
| Loss from discontinued operations, net of taxes | $ | — | $ | (978.3) | (100) | % |
_______________
(1) Includes the results of operations for ATC TIPL through September 12, 2024.
Following the rulings by the Supreme Court of India regarding carriers’ obligations for the adjusted gross revenue fees and charges prescribed by the court, we experienced variability and a level of uncertainty in collections in India. In the third quarter of 2022, one of our largest customers in India, Vodafone Idea Limited (“VIL”), communicated that it would make partial payments of its contractual amounts owed to us (the “VIL Shortfall”). 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. During the year ended December 31, 2023, we deferred recognition of revenue of approximately $27.3 million, net of recoveries, related to VIL in India. During the year ended December 31, 2024, we recognized approximately $95.7 million of this previously deferred revenue. We have fully recognized this previously deferred revenue.
In February 2023, and as amended in August 2023, VIL issued optionally convertible debentures (the “VIL OCDs”) to ATC TIPL in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL OCDs were issued for an aggregate face value of 16.0 billion INR (approximately $193.2 million on the date of issuance). On March 23, 2024, we converted an aggregate face value of 14.4 billion INR (approximately $172.7 million) of VIL OCDs into 1,440 million shares of equity of VIL (the “VIL Shares”). On April 29, 2024, we completed the sale of 1,440 million VIL Shares at a price of 12.78 INR per share. The net proceeds for this transaction were approximately 18.0 billion INR (approximately $216.0 million at the date of settlement) after deducting commissions and fees. On June 5, 2024, we completed the sale of the remaining aggregate face value of 1.6 billion INR (approximately $19.2 million) of the VIL OCDs. The net proceeds for this transaction, excluding accrued interest, were approximately 1.8 billion INR (approximately $22.0 million at the date of settlement) after deducting fees. None of the VIL Shares or the VIL OCDs remained outstanding. During the year ended December 31, 2024, we recognized a gain of $46.4 million on the sale of the VIL Shares and the VIL OCDs.
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Net Income / Adjusted EBITDA and Net Income / Nareit FFO attributable to American Tower Corporation common stockholders / AFFO attributable to American Tower Corporation common stockholders
| Year Ended December 31, | Percent Change 2025 vs 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||
| Net income | $ | 2,628.5 | $ | 2,280.2 | 15 | % | |||||||
| Loss from discontinued operations, net of taxes | — | 978.3 | (100) | ||||||||||
| Income tax provision | 415.7 | 366.3 | 13 | ||||||||||
| Other expense (income) | 576.2 | (377.6) | (253) | ||||||||||
| Interest expense | 1,359.4 | 1,404.5 | (3) | ||||||||||
| Interest income | (134.0) | (135.2) | (1) | ||||||||||
| Other operating expense | 68.4 | 74.1 | (8) | ||||||||||
| Depreciation, amortization and accretion | 2,041.6 | 2,028.8 | 1 | ||||||||||
| Stock-based compensation expense | 174.2 | 192.7 | (10) | ||||||||||
| Adjusted EBITDA (1) | $ | 7,130.0 | $ | 6,812.1 | 5 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
| Year Ended December 31, | Percent Change 2025 vs 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||||
| Net income (1) | $ | 2,628.5 | $ | 2,280.2 | 15 | % | |||||||
| Real estate related depreciation, amortization and accretion | 1,899.6 | 1,879.6 | 1 | ||||||||||
| Losses from sale or disposal of real estate and real estate related impairment charges (2) | 83.5 | 91.6 | (9) | ||||||||||
| Adjustments and distributions for unconsolidated affiliates and noncontrolling interests (3) | (450.7) | (352.7) | 28 | ||||||||||
| Adjustments for discontinued operations (4) | — | 1,334.5 | (100) | ||||||||||
| Nareit FFO attributable to American Tower Corporation common stockholders | $ | 4,160.9 | $ | 5,233.2 | (20) | % | |||||||
| Straight-line revenue | (101.0) | (277.6) | (64) | ||||||||||
| Straight-line expense | 36.2 | 46.8 | (23) | ||||||||||
| Stock-based compensation expense | 174.2 | 192.7 | (10) | ||||||||||
| Deferred portion of income tax and other income tax adjustments (5) | 150.0 | 88.7 | 69 | ||||||||||
| Non-real estate related depreciation, amortization and accretion | 142.0 | 149.2 | (5) | ||||||||||
| Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges | 54.1 | 54.1 | 0 | ||||||||||
| Other expense (income) (6) | 576.2 | (377.6) | (253) | ||||||||||
| Other operating income (7) | (15.1) | (17.5) | (14) | ||||||||||
| Capital improvement capital expenditures | (185.2) | (157.4) | 18 | ||||||||||
| Corporate capital expenditures | (10.4) | (13.9) | (25) | ||||||||||
| Adjustments and distributions for unconsolidated affiliates and noncontrolling interests (8) | 59.7 | 4.4 | 1,257 | ||||||||||
| Adjustments for discontinued operations (9) | — | 9.0 | (100) | ||||||||||
| AFFO attributable to American Tower Corporation common stockholders | $ | 5,041.6 | $ | 4,934.1 | 2 | % | |||||||
| AFFO attributable to American Tower Corporation common stockholders from continuing operations | $ | 5,041.6 | $ | 4,568.9 | 10 | % | |||||||
| AFFO attributable to American Tower Corporation common stockholders from discontinued operations | $ | — | $ | 365.2 | (100) | % |
_______________
(1) For the year ended December 31, 2024, includes Loss from discontinued operations, net of taxes of $978.3 million.
(2) For the years ended December 31, 2025 and 2024, includes impairment charges of $100.7 million and $68.6 million, respectively. For the year ended December 31, 2025, includes a gain on the sale of South Africa Fiber of $53.6 million.
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(3) Includes distributions to noncontrolling interest holders, distributions related to the outstanding mandatorily convertible preferred equity in connection with our agreements with certain investment vehicles affiliated with Stonepeak Partners LP and adjustments for the impact of noncontrolling interests on Nareit FFO attributable to American Tower Corporation common stockholders.
(4) For the year ended December 31, 2024, includes (i) real estate related depreciation, amortization and accretion for discontinued operations of $91.3 million, (ii) losses from the sale or disposal of real estate and real estate related impairment charges for discontinued operations of $1.2 billion. For the year ended December 31, 2024, includes a loss on the sale of ATC TIPL of $1.2 billion.
(5) For the year ended December 31, 2025, includes adjustments for (i) $0.3 million of taxes paid in Singapore related to the ATC TIPL Transaction, (ii) $25.8 million of taxes paid in South Africa, which were incurred as a result of the sale of South Africa Fiber, (iii) $30.4 million of taxes paid related to the sale of equity securities in the U.S. and (iv) $6.5 million of other tax adjustments. For the year ended December 31, 2024, includes adjustments for withholding taxes paid in Singapore of $36.4 million, which were incurred as a result of the ATC TIPL Transaction. We believe that these tax payments are nonrecurring, and do not believe these are an indication of our operating performance. Accordingly, we believe it is more meaningful to present AFFO attributable to American Tower Corporation common stockholders excluding these amounts.
(6) Includes losses (gains) on foreign currency exchange rate fluctuations of $809.4 million and $(308.3) million, respectively.
(7) Primarily includes acquisition-related costs, integration costs and disposition costs.
(8) Includes adjustments for the impact of noncontrolling interests on other line items, excluding those already adjusted for in Nareit FFO attributable to American Tower Corporation common stockholders.
(9) Includes the impact of discontinued operations associated with other line items, excluding the impact already included in Nareit FFO attributable to American Tower Corporation common stockholders.
Year Ended December 31, 2025
The increase in net income was primarily due to losses from discontinued operations, net of tax, as a result of the ATC TIPL Transaction in the prior year.
The decrease in net income from continuing operations was primarily due to (i) changes in other income (expense), primarily due to foreign currency exchange rate fluctuations and (ii) an increase in the income tax provision, partially offset by (y) an increase in segment operating profit and (z) a decrease in interest expense.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin, partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense of $25.8 million.
The increase in AFFO attributable to American Tower Corporation common stockholders was primarily attributable to (i) an increase in our operating profit, excluding the impact of straight-line accounting, and (ii) decreases in cash paid for interest and cash paid for income taxes, partially offset by (x) a decrease in AFFO attributable to American Tower Corporation common stockholders from discontinued operations as a result of the sale of ATC TIPL in the third quarter of 2024, (y) an increase in capital improvement capital expenditures and (z) an increase in distributions and adjustments for noncontrolling interests, including distributions to noncontrolling interest holders in our Data Centers segment.
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Segment Gross Margin Reconciliation
Gross margin is defined as revenue less costs of operations inclusive of real estate related depreciation, amortization and accretion. Segment gross margin excludes depreciation, amortization and accretion.
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2025 | U.S. & Canada | Africa & APAC | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,783.1 | $ | 779.5 | $ | 287.1 | $ | 935.2 | $ | 46.4 | $ | 5,831.3 | $ | 165.6 | $ | 5,996.9 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 595.6 | 196.9 | 306.4 | 196.4 | 604.3 | 1,899.6 | — | 1,899.6 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,378.7 | $ | 976.4 | $ | 593.5 | $ | 1,131.6 | $ | 650.7 | $ | 7,730.9 | $ | 165.6 | $ | 7,896.5 |
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | U.S. & Canada | Africa & APAC (1) | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,790.6 | $ | 610.9 | $ | 240.9 | $ | 985.9 | $ | (56.2) | $ | 5,572.1 | $ | 101.1 | $ | 5,673.2 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 586.6 | 216.6 | 284.4 | 201.8 | 590.2 | 1,879.6 | — | 1,879.6 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,377.2 | $ | 827.5 | $ | 525.3 | $ | 1,187.7 | $ | 534.0 | $ | 7,451.7 | $ | 101.1 | $ | 7,552.8 |
______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2023 | U.S. & Canada | Africa & APAC (1) | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,362.7 | $ | 505.0 | $ | 122.9 | $ | 890.5 | $ | (196.0) | $ | 4,685.1 | $ | 82.9 | $ | 4,768.0 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 1,003.6 | 301.0 | 353.2 | 341.8 | 683.1 | 2,682.7 | — | 2,682.7 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,366.3 | $ | 806.0 | $ | 476.1 | $ | 1,232.3 | $ | 487.1 | $ | 7,367.8 | $ | 82.9 | $ | 7,450.7 |
______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 21 for further discussion.
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Liquidity and Capital Resources
For a discussion of our 2024 Liquidity and Capital Resources, including a discussion of cash flows for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of the 2024 Form 10-K.
Overview
During the year ended December 31, 2025, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. Our significant 2025 financing transactions included:
•Redemption of our 2.950% senior unsecured notes due 2025 (the “2.950% Notes”), our 2.400% senior unsecured notes due 2025 (the “2.400% Notes”), our 1.375% senior unsecured notes due 2025 (the “1.375% Notes”), our 4.000% notes due 2025 (the “4.000% Notes”) and our 1.300% senior unsecured notes due 2025 (the “1.300% Notes”);
•Repayment of $525.0 million aggregate principal amount outstanding under our Secured Tower Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”);
•Registered public offering in an aggregate principal amount of $3.0 billion, including 500.0 million EUR, of senior unsecured notes with maturities ranging from 2030 to 2035; and
•Amendment of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan (as defined below) to, among other things, (i) extend the maturity dates and (ii) update the Applicable Margins (as defined in the loan agreements).
The following table summarizes our liquidity as of December 31, 2025 (in millions):
| Available under the 2021 Multicurrency Credit Facility | $ | 5,620.0 |
|---|---|---|
| Available under the 2021 Credit Facility | 4,000.0 | |
| Letters of credit | (36.8) | |
| Total available under credit facilities, net | 9,583.2 | |
| Cash and cash equivalents | 1,474.8 | |
| Total liquidity | $ | 11,058.0 |
Subsequent to December 31, 2025, we made additional borrowings of $600.0 million under the 2021 Credit Facility and net borrowings of $135.0 million under the 2021 Multicurrency Credit Facility. The borrowings were used to repay existing indebtedness and for general corporate purposes.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Net cash provided by (used for): | ||||||
| Operating activities | $ | 5,464.0 | $ | 5,290.5 | ||
| Investing activities (1) | (1,859.8) | 410.6 | ||||
| Financing activities | (4,208.5) | (5,452.4) | ||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | 101.3 | (233.9) | ||||
| Net (decrease) increase in cash and cash equivalents, and restricted cash | $ | (503.0) | $ | 14.8 |
_______________
(1) For the year ended December 31, 2024, includes $2.2 billion of proceeds from the ATC TIPL Transaction.
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 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 South Africa Fiber business in 2025, our Australia and New Zealand businesses in 2024, the ATC TIPL Transaction, and our Mexico fiber and Poland businesses in 2023 and repurpose proceeds, and potential future capital, to other capital priorities.
As of December 31, 2025, we had total outstanding indebtedness of $37.4 billion, with a current portion of $3.4 billion. During the year ended December 31, 2025, we generated sufficient cash flow from operations, together with borrowings under our
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credit facilities, proceeds from our 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, 2026, 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, 2025, we had $1.5 billion of cash and cash equivalents held by our foreign subsidiaries. As of December 31, 2025, we had $140.7 million of cash and cash equivalents held by our joint ventures, of which $91.3 million was held by our foreign joint ventures. Certain foreign subsidiaries may pay us interest or principal on intercompany debt. Additionally, in the event that we repatriate funds from our foreign subsidiaries, we may be required to accrue and pay certain taxes.
Cash Flows from Operating Activities
For the year ended December 31, 2025, cash provided by operating activities increased $173.5 million as compared to the year ended December 31, 2024. The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2024, include:
•an increase in our operating profit, including the impact of straight-line accounting; and
•decreases in cash paid for interest and cash paid for taxes;
partially offset by:
◦a reduction of cash flows from ATC TIPL as a result of the sale in 2024; and
◦an increase in cash required for working capital, primarily as a result of an increase in prepaid and other assets and a decrease in accounts payable.
Cash Flows from Investing Activities
Our significant investing activities during the year ended December 31, 2025 are highlighted below:
•We spent approximately $454.2 million for acquisitions.
•We received approximately $137.7 million from the sale of South Africa Fiber and approximately $159.6 million from the sale of equity securities in the U.S.
•We spent $1.7 billion for capital expenditures, as follows (in millions):
| Discretionary capital projects (1) | $ | 950.3 |
|---|---|---|
| Ground lease purchases (2) | 217.0 | |
| Capital improvements and corporate expenditures (3) | 195.6 | |
| Redevelopment | 287.8 | |
| Start-up capital projects | 70.0 | |
| Total capital expenditures | $ | 1,720.7 |
_______________
(1)Includes the construction of 1,918 communications sites globally and approximately $608.9 million of spend related to data center assets.
(2)Includes $36.0 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.
(3)Includes $4.3 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loans and finance leases in the cash flows from financing 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
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expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
We expect that our 2026 total capital expenditures will be as follows (in millions):
| Discretionary capital projects (1) | $ | 1,050 | to | $ | 1,080 | |
|---|---|---|---|---|---|---|
| Ground lease purchases | 200 | to | 220 | |||
| Capital improvements and corporate expenditures | 175 | to | 185 | |||
| Redevelopment | 335 | to | 365 | |||
| Start-up capital projects | 35 | to | 55 | |||
| Total capital expenditures | $ | 1,795 | to | $ | 1,905 |
_______________
(1) Includes the construction of approximately 1,700 to 2,300 communications sites globally and approximately $695 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, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Proceeds from issuance of senior notes, net | $ | 3,000.6 | $ | 3,568.6 | ||
| Borrowings under (repayments of) credit facilities, net | 362.2 | (2,321.1) | ||||
| Repayments of term loans (1) | — | (1,015.4) | ||||
| Repayments of securitized debt | (525.0) | — | ||||
| Repayments of senior notes | (3,206.2) | (2,150.0) | ||||
| Purchases of common stock | (364.6) | — | ||||
| Distributions paid on common stock | (3,157.2) | (3,074.9) |
_______________
(1)For the year ended December 31, 2024, includes the repayments of the 825.0 million EUR unsecured term loan, as amended in December 2021, and the 10.0 billion INR unsecured term loan in India, which was repaid in connection with the completion of the ATC TIPL Transaction.
Securitization
American Tower Secured Revenue Notes and Repayment of Series 2015-2 Notes—In May 2015, GTP Acquisition Partners I, LLC, one of our wholly owned subsidiaries, refinanced existing debt with cash on hand and proceeds from a private issuance (the “2015 Securitization”) of (i) $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 (ii) $525.0 million of the Series 2015-2 Notes. On the June 2025 payment date, we repaid $525.0 million aggregate principal amount outstanding under the Series 2015-2 Notes, pursuant to the terms of the agreements governing such securities. The repayment was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand. Following such repayment, no notes were outstanding under the 2015 Securitization.
Senior Notes
Repayments of Senior Notes
Repayment of 2.950% Senior Notes—On January 14, 2025, we repaid $650.0 million aggregate principal amount of the 2.950% Notes upon their maturity. The 2.950% Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 2.950% Notes remained outstanding.
Repayment of 2.400% Senior Notes—On March 14, 2025, we repaid $750.0 million aggregate principal amount of the 2.400% Notes upon their maturity. The 2.400% Notes were repaid using proceeds from the issuance of the 4.900% Notes and the 5.350% Notes (each as defined below). Upon completion of the repayment, none of the 2.400% Notes remained outstanding.
Repayment of 1.375% Senior Notes—On April 3, 2025, we repaid 500.0 million EUR aggregate principal amount of the 1.375% Notes upon their maturity. The 1.375% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand. Upon completion of the repayment, none of the 1.375% Notes remained outstanding.
Repayment of 4.000% Senior Notes—On May 30, 2025, we repaid $750.0 million aggregate principal amount of the 4.000% Notes upon their maturity. The 4.000% Notes were repaid using borrowings under the 2021 Credit Facility and cash on hand. Upon completion of the repayment, none of the 4.000% Notes remained outstanding.
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Repayment of 1.300% Senior Notes—On September 12, 2025, we repaid $500.0 million aggregate principal amount of the 1.300% Notes upon their maturity. The 1.300% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 1.300% Notes remained outstanding.
Repayment of 4.400% Senior Notes—On February 13, 2026, we repaid $500.0 million aggregate principal amount of our 4.400% senior unsecured notes due 2026 (the “4.400% Notes”) upon their maturity. The 4.400% Notes were repaid using borrowings under the 2021 Credit Facility and cash on hand. Upon completion of the repayment, none of the 4.400% Notes remained outstanding.
Offerings of Senior Notes
4.900% Senior Notes and 5.350% Senior Notes Offering—On March 14, 2025, we completed a registered public offering of $650.0 million aggregate principal amount of 4.900% senior unsecured notes due 2030 (the “Initial 4.900% Notes”) and $350.0 million aggregate principal amount of 5.350% senior unsecured notes due 2035 (the “Initial 5.350% Notes”). The net proceeds from this offering were approximately $988.9 million, after deducting commissions and estimated expenses. We used the net proceeds to repay the 2.400% Notes, to repay existing indebtedness under the 2021 Multicurrency Credit Facility and for general corporate purposes.
On September 16, 2025, we completed a registered public offering of $200.0 million aggregate principal amount through a reopening of the Initial 4.900% Notes (the “Reopened 4.900% Notes” and, collectively with the Initial 4.900% Notes, the “4.900% Notes”) and $375.0 million aggregate principal amount through a reopening of the Initial 5.350% Notes (the “Reopened 5.350% Notes” and, collectively with the Initial 5.350% Notes, the “5.350% Notes”). The net proceeds from this offering were approximately $587.8 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Credit Facility and for general corporate purposes.
3.625% Senior Notes Offering—On May 30, 2025, we completed a registered public offering of 500.0 million EUR (approximately $567.4 million at the date of issuance) aggregate principal amount of 3.625% senior unsecured notes due 2032 (the “3.625% Notes). The net proceeds from this offering were approximately 496.8 million EUR (approximately $563.7 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and for general corporate purposes.
4.700% Senior Notes Offering—On December 5, 2025, we completed a registered public offering of $850.0 million aggregate principal amount of 4.700% senior unsecured notes due 2032 (the “4.700% Notes,” and, collectively with the 4.900% Notes, the 5.350% Notes and the 3.625% Notes, the “Notes”). The net proceeds from this offering were approximately $839.5 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Credit Facility.
The key terms of the Notes are as follows:
| Senior Notes | Aggregate Principal Amount (in millions) | Issue Date and Interest Accrual Date | Maturity Date | Contractual Interest Rate | First Interest Payment | Interest Payments Due (1) | Par Call Date (2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.900% Notes (3) | $ | 850.0 | March 14, 2025 | March 15, 2030 | 4.900 | % | September 15, 2025 | March 15 and September 15 | February 15, 2030 | ||||||||
| 5.350% Notes (3) | $ | 725.0 | March 14, 2025 | March 15, 2035 | 5.350 | % | September 15, 2025 | March 15 and September 15 | December 15, 2034 | ||||||||
| 3.625% Notes (4) | $ | 567.4 | May 30, 2025 | May 30, 2032 | 3.625 | % | May 30, 2026 | May 30 | March 30, 2032 | ||||||||
| 4.700% Notes | $ | 850.0 | December 5, 2025 | December 15, 2032 | 4.700 | % | June 15, 2026 | June 15 and December 15 | October 15, 2032 |
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(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 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 we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.
(3)The Initial 4.900% Notes and the Initial 5.350% Notes were issued on March 14, 2025. The Reopened 4.900% Notes and the Reopened 5.350% Notes were issued on September 16, 2025. The first interest payments made on September 15, 2025 related solely to the Initial 4.900% Notes and the Initial 5.350% Notes. The first interest payments on the Reopened 4.900% Notes and the Reopened 5.350% Notes are due on March 15, 2026.
(4)The 3.625% Notes are denominated in EUR; dollar amounts represent the aggregate principal amount at the issuance date.
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If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the Notes, we may be required to repurchase all of the Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally in right of payment with all of our other senior unsecured debt obligations 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
Amendments to Bank Facilities—On January 28, 2025, we amended our (i) 2021 Multicurrency Credit Facility, (ii) 2021 Credit Facility and (iii) $1.0 billion unsecured term loan, as amended and restated in December 2021, as further amended (the “2021 Term Loan”).
These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
2021 Multicurrency Credit Facility—As of December 31, 2025, we had the ability to borrow up to a total of $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, 2025, we borrowed an aggregate of $2.4 billion, including 492.0 million EUR ($529.1 million as of the borrowing date) and repaid an aggregate of $2.0 billion, including 492.0 million EUR ($549.9 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 2.950% Notes, the 1.375% Notes and the Series 2015-2 Notes, and for general corporate purposes. As of December 31, 2025, there are no EUR borrowings outstanding under the 2021 Multicurrency Credit Facility.
2021 Credit Facility—As of December 31, 2025, we had the ability to borrow up to a total of $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, 2025, we borrowed an aggregate of $3.7 billion and repaid an aggregate of $3.7 billion of revolving indebtedness under our 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 4.000% Notes and the 1.300% Notes, and for general corporate purposes.
As of December 31, 2025, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan were as follows:
| Bank Facility | Outstanding Principal Balance ($ in millions) | 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 | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 Multicurrency Credit Facility | (2) | $ | 380.0 | January 28, 2028 | (3) | 0.750% - 1.375% | 0.000% - 0.375% | 0.875% and 0.000% | |
| 2021 Credit Facility | (2) | — | January 28, 2030 | (3) | 0.750% - 1.375% | 0.000% - 0.375% | 0.875% and 0.000% | ||
| 2021 Term Loan | (2) | 1,000.0 | January 28, 2028 | 0.750% - 1.375% | 0.000% - 0.375% | 0.875% and 0.000% |
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(1)Represents interest rate above: (a) Secured Overnight Financing Rate (“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.
(3)Subject to two optional renewal periods.
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 0.100%.
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The 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal 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.
Other Subsidiary Debt— 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.
Bangladesh Term Loan—In March 2025, we entered into a 400.0 million BDT (approximately $3.3 million) term loan with a maturity date that is eight years from the date of the first draw thereunder (the “Bangladesh Term Loan”). On March 24, 2025, we borrowed 150.0 million BDT (approximately $1.2 million) under the Bangladesh Term Loan. The Bangladesh Term Loan bears interest at 13.50% per annum, subject to quarterly resets. Interest is payable quarterly. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Bangladesh 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.
CoreSite DE1 Note—On April 1, 2025, in connection with our acquisition of a multi-tenant data center facility in Denver, Colorado, in which we previously leased space (“DE1”), we entered into an agreement to pay $5.0 million of purchase price to the seller in monthly installments through March 31, 2028 (the “CoreSite DE1 Note”). The CoreSite DE1 Note accrues interest at the prime rate as announced by Bank of America, N.A plus 200 basis points. As of December 31, 2025, the interest rate was 9.50% per annum. Interest is payable monthly in arrears. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The CoreSite DE1 Note may be paid prior to maturity in whole or in part at our option without penalty or premium, provided that if such prepayment is made prior to April 1, 2027, we are required to pay any additional interest which would have accrued under the CoreSite DE1 Note in the ordinary course through April 1, 2027.
Stock Repurchase Programs—During the year ended December 31, 2025, we repurchased 2,036,100 shares of our common stock for an aggregate of $364.6 million, including commissions and fees, under both the 2011 Buyback and the 2017 Buyback. As of December 31, 2025, we have no amounts remaining under the 2011 Buyback.
Under the 2017 Buyback, 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 it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
Subsequent to December 31, 2025, through February 17, 2026, we repurchased 312,352 shares of our common stock for an aggregate of approximately $53.0 million, including commissions and fees, under the 2017 Buyback.
Through February 17, 2026, we have repurchased a total of 2,253,664 shares of our common stock under the 2017 Buyback for an aggregate of $400.0 million, including commissions and fees. We expect to continue to manage the pacing of the remaining $1.6 billion under the 2017 Buyback 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. Purchases under the 2017 Buyback are subject to our having available cash to fund 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, 2025, we received an aggregate of $41.7 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
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.
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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 $23.7 billion to our common stockholders, including the dividend paid in February 2026. The dividends paid to common stockholders in 2025 were primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code and we currently expect the 2026 dividends to be similarly classified.
During the year ended December 31, 2025, we paid $6.72 per share, or $3.1 billion, to our common stockholders of record. In addition, we declared a distribution of $1.70 per share, or $792.9 million, paid on February 2, 2026 to our common stockholders of record at the close of business on December 29, 2025.
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 $20.8 million and $22.5 million as of December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we paid $12.2 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, 2025, see note 13 to our consolidated financial statements included in this Annual Report.
We utilize notional cash pooling arrangements with financial institutions for cash management purposes. These arrangements allow for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution.
Material Cash Requirements—The following table summarizes material cash requirements from known contractual and other obligations as of December 31, 2025 (in millions):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt obligations (1) | $ | 3,387.8 | $ | 4,726.7 | $ | 7,513.2 | $ | 3,782.0 | $ | 4,925.3 | $ | 13,099.9 | $ | 37,434.9 | |||||||||||||
| Operating lease obligations (2) | 1,028.4 | 1,005.5 | 959.3 | 916.1 | 865.6 | 7,201.7 | 11,976.6 |
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(1) 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).
(2) 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 2026 total distributions declared to our common stockholders will be $3.3 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, 2025, the estimated undiscounted future cash outlay for asset retirement obligations was $4.6 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 2025 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 efficiencies. In addition, our ability to increase cash flow from operating activities depends upon the demand for our
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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, 2025, we were in compliance with each of these covenants.
| Compliance Tests For The 12 Months Ended December 31, 2025 ($ in billions) | ||||||
|---|---|---|---|---|---|---|
| Ratio (1) | Additional Debt Capacity Under Covenants (2) | Capacity for Adjusted EBITDA Decrease Under Covenants (3) | ||||
| Consolidated Total Leverage Ratio | Total Debt to Adjusted EBITDA ≤ 6.00:1.00 | ~5.6 | ~0.9 | |||
| Consolidated Senior Secured Leverage Ratio | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | ~19.8 (4) | ~6.6 (4) |
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(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 Trust Securitization—The indenture and related supplemental indenture governing the loan agreement related to the securitization transactions completed in March 2018 (the “2018 Securitization”) and March 2023 (the “2023 Securitization” and, together with the 2018 Securitization, the “Trust Securitization”) (the “Securitization Loan Agreements”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, 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 nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), 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”), the Secured Tower Revenue Securities 2023-1, Subclass A (the “Series 2023-1A Securities”), the 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”) issued in the Trust Securitization (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 the AMT Asset Subs, which can then be distributed to us for use. As of December 31, 2025, $69.0 million held in such reserve accounts was classified as restricted cash.
Certain information with respect to the Trust Securitization 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
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fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Loan that will be outstanding on the payment date following such date of determination.
| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During Year Ended December 31, 2025 | DSCR as of December 31, 2025 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) | ||
|---|---|---|---|---|---|---|---|---|
| Cash Trap DSCR | Amortization Period | |||||||
| (in millions) | (in millions) | (in millions) | ||||||
| Trust Securitization | 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 | 1.30x, Tested Quarterly (2) | (3)(4) | $563.2 | 6.38x | $457.2 | $470.7 |
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(1) Based on the net cash flow of the issuer or borrower as of December 31, 2025 and the expenses payable over the next 12 months on the Loan.
(2) 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.
(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) 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 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 Loan 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 Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement. Furthermore, if the AMT Asset Subs were to default on the Loan, the trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 5,023 broadcast and wireless communications towers and related assets that secure the Loan, 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 expensive or restricted by the terms of our outstanding indebtedness. Further, as discussed under Item 1A of this Annual Report under the caption “Risk Factors,” market volatility and disruption caused by inflation, high 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 current and projected future revenue 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.
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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, 2025. 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 and data center portfolios, 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 or data center basis. Possible indicators include a site 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 location, the 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.
•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 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. 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.
During the year ended December 31, 2023, the results of our 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 charge in Spain was recorded in Goodwill impairment in the accompanying consolidated statements of operations.
During the year ended December 31, 2025, we estimated the fair value of the Bangladesh reporting unit using, among other things, indications of value received from third parties in connection with the review of various strategic alternatives for our Bangladesh operations. As a result, we recorded a goodwill impairment charge of $6.5 million. The
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goodwill impairment charge is recorded in Other operating expense in the consolidated statements of operations for the year ended December 31, 2025.
During the year ended December 31, 2025, no other potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.
•Revenue Recognition: Our revenue is derived from leasing the right to use our communications sites, the land on which the sites are located, the land underlying our customers’ sites and the space in our data center facilities (the “lease component”) and from the reimbursement of costs incurred in operating the communications sites and data center facilities and supporting the customers’ 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 variable 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, 2025, 2024 and 2023 were $101.0 million, $277.6 million and $465.4 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 customers in the telecommunications industry, with 59% of our revenues derived from four customers. In addition, we have concentrations of credit risk in certain geographic areas. We mitigate the concentrations of credit risk with respect to trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of our customers. In recognizing customer revenue we assess the collectibility of both the amounts billed and the portion recognized 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, 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 customer’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 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
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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.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001053507-25-000025.
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.
During the year ended December 31, 2024, we completed the sale of ATC TIPL. The divestiture qualified for presentation as discontinued operations. See Note 22 for further discussion. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Asia-Pacific property segment. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the operating results of ATC TIPL as discontinued operations for all periods presented.
During the year ended December 31, 2024, we also completed the sales of ATC Australia and ATC New Zealand. The divestitures did not qualify for presentation as discontinued operations.
During the fourth quarter of 2024, following recent divestitures, including the ATC TIPL Transaction, and changes to our organizational structure, we reviewed and changed our reportable segments. Our APAC property segment and our Africa property segment were combined into the Africa & APAC property segment. As a result, we now report our results in six segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Africa & APAC 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). Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the change in reportable segments.
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 98% of our total revenues for the year ended December 31, 2024 and includes our U.S. & Canada property, Africa & APAC 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.
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The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, 2024:
| Number of Owned Towers | Number of Operated Towers (1) | Number of Owned DAS Sites | ||||||
|---|---|---|---|---|---|---|---|---|
| U.S. & Canada: | ||||||||
| Canada | 226 | — | — | |||||
| United States | 26,583 | 14,979 | 434 | |||||
| U.S. & Canada total | 26,809 | 14,979 | 434 | |||||
| Africa & APAC: | ||||||||
| Bangladesh | 900 | — | — | |||||
| Burkina Faso | 733 | — | — | |||||
| Ghana | 3,477 | — | 37 | |||||
| Kenya | 4,272 | — | 11 | |||||
| Niger | 916 | — | — | |||||
| Nigeria | 9,079 | — | — | |||||
| Philippines | 373 | — | — | |||||
| South Africa | 2,517 | — | — | |||||
| Uganda | 4,302 | — | 25 | |||||
| Africa & APAC total | 26,569 | — | 73 | |||||
| Europe: | ||||||||
| France | 4,189 | 303 | 9 | |||||
| Germany | 15,204 | — | — | |||||
| Spain | 12,080 | — | 1 | |||||
| Europe total | 31,473 | 303 | 10 | |||||
| Latin America: | ||||||||
| Argentina | 498 | — | 11 | |||||
| Brazil | 21,171 | 1,440 | 124 | |||||
| Chile | 3,712 | — | 110 | |||||
| Colombia | 4,945 | — | 6 | |||||
| Costa Rica | 712 | — | 2 | |||||
| Mexico | 9,423 | 186 | 89 | |||||
| Paraguay | 1,451 | — | — | |||||
| Peru | 3,976 | 450 | 1 | |||||
| Latin America total | 45,888 | 2,076 | 343 |
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(1)Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
As of December 31, 2024, our property portfolio included 29 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:
| Number of Data Centers | Total NRSF (1) | ||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| San Francisco Bay, CA | 9 | 998 | |||
| Los Angeles, CA | 3 | 724 | |||
| Northern Virginia, VA | 5 | 651 | |||
| New York, NY | 2 | 285 | |||
| Chicago, IL | 2 | 216 | |||
| Boston, MA | 1 | 143 | |||
| Orlando, FL | 1 | 104 | |||
| Atlanta, GA | 2 | 95 | |||
| Miami, FL | 2 | 89 | |||
| Denver, CO | 2 | 38 | |||
| Total | 29 | 3,343 |
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(1)Excludes approximately 0.4 million of office and light-industrial NRSF.
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, 2024 was recurring revenue that we should continue to receive in
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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), (b) an inflationary index in most of our international markets, or (c) 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, 2024, we expect to generate nearly $54 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
In 2023, we initiated a strategic review of our India business, as further discussed below under “Results of Operations—Loss from Discontinued Operations, Net of Taxes.” The strategic review concluded in January 2024 with the signed agreement for the ATC TIPL Transaction. The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024. On September 12, 2024, we completed the ATC TIPL Transaction and received total consideration of 182 billion INR (approximately $2.2 billion). ATC TIPL’s operating results are presented as discontinued operations. See discussion below and Note 22 for further discussion.
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, 2024, churn was approximately 2% 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.
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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:
•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, including through increased use of artificial intelligence, 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, while benefitting from our shared global experience, capabilities and services. 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, 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
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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 Canada, Germany, France and Spain, carriers are focused on deploying 5G data networks to account for rapidly increasing wireless data usage among their customer base.
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 107,000 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 and financial difficulties for 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 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.” 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, 2024, we grew our portfolio of communications real estate through the acquisition and construction of approximately 2,450 communications sites globally. In a majority of our Africa & APAC, 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) | 2024 | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|---|
| U.S. & Canada | 15 | 20 | 55 | ||||
| Africa & APAC (1) | 1,660 | 1,700 | 2,285 | ||||
| Europe | 590 | 555 | 690 | ||||
| Latin America | 185 | 215 | 340 |
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(1)For the years ended December 31, 2024, 2023 and 2022, excludes approximately 90, 865, and 4,035 new sites in India, respectively.
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.
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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.
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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, Adjusted Funds From Operations (“AFFO”) attributable to American Tower Corporation common stockholders (“AFFO attributable to American Tower Corporation common stockholders”) and Segment gross margin.
We define Adjusted EBITDA as Net income before Income (loss) from equity method investments; Income (loss) from discontinued operations, net of taxes; 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 including adjustments and distributions for unconsolidated affiliates and noncontrolling interests and discontinued operations. In this section, we refer to Nareit FFO attributable to American Tower Corporation common stockholders as “Nareit FFO (common stockholders).”
We define AFFO attributable to American Tower Corporation common stockholders 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; and (viii) other operating income (expense); less cash payments related to capital improvements and cash payments related to corporate capital expenditures and including adjustments and distributions for unconsolidated affiliates and noncontrolling interests and adjustments for discontinued operations, which includes the impact of noncontrolling interests and discontinued operations on both Nareit FFO and the corresponding adjustments included in AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common stockholders as “AFFO (common stockholders).”
We define 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.
Adjusted EBITDA, Nareit FFO (common stockholders), AFFO (common stockholders) and Segment gross margin 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), AFFO (common stockholders) or Segment gross margin 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), AFFO (common stockholders) and Segment gross margin 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) AFFO (common stockholders) is 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) Segment gross margin provides valuable insight into the site-level profitability of our assets (6) 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 (7) 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), AFFO (common stockholders) and Segment gross margin may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of Adjusted EBITDA, Nareit FFO (common stockholders) and AFFO (common stockholders) to net income and Segment gross margin to gross margin, the most directly comparable GAAP measures, have been included below.
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Results of Operations
Years Ended December 31, 2024, 2023 and 2022
(in millions, except percentages)
Revenue
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Property | |||||||||||||||||
| U.S. & Canada | $ | 5,248.1 | $ | 5,216.2 | $ | 5,006.3 | 1 | % | 4 | % | |||||||
| Africa & APAC (1) | 1,208.0 | 1,244.4 | 1,203.8 | (3) | 3 | ||||||||||||
| Europe | 834.7 | 775.6 | 735.7 | 8 | 5 | ||||||||||||
| Latin America | 1,717.9 | 1,798.3 | 1,691.9 | (4) | 6 | ||||||||||||
| Data Centers | 924.8 | 834.7 | 766.6 | 11 | 9 | ||||||||||||
| Total property | 9,933.5 | 9,869.2 | 9,404.3 | 1 | 5 | ||||||||||||
| Services | 193.7 | 143.0 | 241.1 | 35 | (41) | ||||||||||||
| Total revenues | $ | 10,127.2 | $ | 10,012.2 | $ | 9,645.4 | 1 | % | 4 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 22 for further discussion.
Year ended December 31, 2024
U.S. & Canada property segment revenue growth of $31.9 million was attributable to:
• Tenant billings growth of $216.2 million, which was driven by:
◦$180.3 million due to colocations and amendments; and
◦$49.1 million resulting from contractual escalations, net of churn;
◦Partially offset by a decrease of $13.2 million from other tenant billings;
• Partially offset by a decrease of $184.1 million in other revenue, which includes a $162.7 million decrease due to straight-line accounting and a decrease due to equipment removal and other fees received in the prior year period.
Segment revenue growth was partially offset by the negative impact of foreign currency translation related to fluctuations in Canadian Dollar (“CAD”).
Africa & APAC property segment revenue decrease of $36.4 million was attributable to:
• A decrease of $157.3 million attributable to the negative impact of foreign currency translation related which included, among others, negative impacts of $131.4 million related to fluctuations in Nigerian Naira (“NGN”), $29.3 million related to fluctuations in Ghanaian Cedi (“GHS”), $1.9 million related to fluctuations in Ugandan Shilling, partially offset by positive impacts of $5.0 million related to fluctuations in Kenyan Shilling (“KES”); and
• A decrease of $39.4 million in pass-through revenue, primarily due to a decrease in fuel costs;
• Partially offset by:
• Tenant billings growth of $154.2 million, which was driven by:
◦$51.7 million due to colocations and amendments;
◦$49.3 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);
◦$49.2 million resulting from contractual escalations, net of churn; and
◦$4.0 million from other tenant billings; and
• An increase of $6.1 million in other revenue.
Europe property segment revenue growth of $59.1 million was attributable to:
• Tenant billings growth of $38.5 million, which was driven by:
◦$20.4 million due to colocations and amendments;
◦$11.3 million resulting from contractual escalations, net of churn; and
◦$8.0 million generated from newly acquired or constructed sites;
◦Partially offset by a decrease of $1.2 million from other tenant billings;
• An increase of $14.3 million in pass-through revenue; and
• An increase of $5.5 million in other revenue.
Segment revenue growth included an increase of $0.8 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in Euro (“EUR”).
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Latin America property segment revenue decrease of $80.4 million was attributable to:
• A decrease of $79.9 million, attributable to the impact of foreign currency translation, which included, among others, negative impacts of $58.6 million related to fluctuations in Brazilian Real (“BRL”), $13.4 million related to fluctuations in Mexican Peso (“MXN”) and $13.1 million related to fluctuations in Chilean Peso (“CLP”), partially offset by positive impacts of $6.4 million related to fluctuations in Colombian Peso (“COP”); and
• A decrease of $43.9 million in other revenue, primarily attributable to an increase in revenue reserves related to a customer in Colombia, a decrease in tenant settlements in Mexico and the sale of one of our subsidiaries in Mexico that held fiber assets (“Mexico Fiber”) in the prior year period, partially offset by the recognition of previously deferred revenue in Brazil;
• Partially offset by:
• Tenant billings growth of $28.9 million, which was driven by:
◦$31.8 million due to colocations and amendments; and
◦$1.9 million generated from newly acquired or constructed sites;
◦Partially offset by decreases of:
◦$3.2 million from other tenant billings; and
◦$1.6 million from churn in excess of contractual escalations; and
• An increase of $14.5 million in pass-through revenue.
Data Centers segment revenue growth of $90.1 million was attributable to:
•An increase of $56.9 million in rental, related and other revenue, primarily due to new lease commencements, customer expansions and rent increases upon customer renewals;
•An increase of $30.8 million in power revenue from new lease commencements, increased power consumption and pricing increases from existing customers; and
•An increase of $11.9 million in interconnection revenue, primarily due to customer interconnection net additions and set-up fees;
•Partially offset by a decrease of $9.5 million in straight-line revenue.
Services segment revenue growth of $50.7 million was primarily attributable to an increase in construction management and structural and mount analyses services.
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 CAD.
Africa & APAC property segment revenue growth of $40.6 million was attributable to:
• Tenant billings growth of $147.9 million, which was driven by:
◦$58.5 million due to colocations and amendments;
◦$49.5 million generated from newly acquired or constructed sites;
◦$35.4 million resulting from contractual escalations, net of churn; and
◦$4.5 million from other tenant billings;
• An increase of $126.9 million in pass-through revenue, primarily due to an increase in energy costs; and
• An increase of $2.7 million in other revenue, primarily due to an increase from straight-line accounting, partially offset by an increase in revenue reserves.
Segment revenue growth was partially offset by a decrease of $236.9 million attributable to the negative impact of foreign currency translation related which included, among others, negative impacts of $148.2 million related to fluctuations in NGN, $45.4 million related to fluctuations in GHS, $22.3 million related to fluctuations in KES and $20.4 million related to fluctuations in South African Rand.
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Europe property segment revenue growth of $39.9 million was attributable to:
• Tenant billings growth of $47.2 million, which was driven by:
◦$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
• 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.
Segment revenue growth included an increase of $19.2 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in EUR.
Latin America property segment revenue growth of $106.4 million was attributable to:
• Tenant billings growth of $58.0 million, which was driven by:
◦$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
• 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 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 MXN, $25.4 million related to fluctuations in BRL and $4.0 million related to fluctuations in CLP, partially offset by negative impacts of $1.9 million related to fluctuations in COP.
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.
Gross Margin
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Property | |||||||||||||||||
| U.S. & Canada | $ | 4,377.2 | $ | 4,366.3 | $ | 4,160.9 | 0 | % | 5 | % | |||||||
| Africa & APAC (1) | 827.5 | 806.0 | 755.7 | 3 | 7 | ||||||||||||
| Europe | 525.3 | 476.1 | 416.1 | 10 | 14 | ||||||||||||
| Latin America | 1,187.7 | 1,232.3 | 1,165.2 | (4) | 6 | ||||||||||||
| Data Centers | 534.0 | 487.1 | 444.6 | 10 | 10 | ||||||||||||
| Total property | 7,451.7 | 7,367.8 | 6,942.5 | 1 | 6 | ||||||||||||
| Services | 101.1 | 82.9 | 133.7 | 22 | % | (38) | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 22 for further discussion.
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Year ended December 31, 2024
•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 $21.0 million, primarily attributable to impacts of straight-line accounting.
•The increase in Africa & APAC property segment gross margin was primarily attributable to a decrease in direct expenses of $12.9 million, primarily due to a decrease in costs associated with pass-through revenue, including fuel costs, partially offset by an increase in repair and maintenance spending. The decrease in direct expenses was partially offset by the decrease in revenue described above. Direct expenses also benefited by $45.0 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, partially offset by an increase in direct expenses of $9.6 million, primarily due to an increase in costs associated with pass-through revenue, including energy costs, an increase in land rent costs and an increase in repair and maintenance spending. Direct expenses were also negatively impacted by $0.3 million from the impact of foreign currency translation.
•The decrease in Latin America property segment gross margin was primarily attributable to the decrease in revenue described above, partially offset by a decrease in direct expenses of $13.8 million, including a decrease due to the sale of Mexico Fiber in the prior year period, as well as land rent costs. Direct expenses also benefited by $22.0 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 $43.2 million, primarily due to an increase in costs associated with power revenue, including utility costs.
•The increase in Services segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $32.5 million.
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 Africa & APAC property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $93.4 million, primarily due to an increase in costs associated with pass-through revenue, including energy costs. Direct expenses also benefited by $103.1 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.
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Selling, General, Administrative and Development Expense (“SG&A”)
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Property | |||||||||||||||||
| U.S. & Canada | $ | 161.1 | $ | 165.1 | $ | 183.2 | (2) | % | (10) | % | |||||||
| Africa & APAC (1) | 68.0 | 87.3 | 86.5 | (22) | 1 | ||||||||||||
| Europe | 64.8 | 65.6 | 52.4 | (1) | 25 | ||||||||||||
| Latin America | 111.0 | 107.9 | 107.6 | 3 | 0 | ||||||||||||
| Data Centers | 78.8 | 72.4 | 63.9 | 9 | 13 | ||||||||||||
| Total property | 483.7 | 498.3 | 493.6 | (3) | 1 | ||||||||||||
| Services | 21.0 | 22.9 | 22.3 | (8) | 3 | ||||||||||||
| Other | 428.7 | 424.8 | 386.2 | 1 | 10 | ||||||||||||
| Total selling, general, administrative and development expense | $ | 933.4 | $ | 946.0 | $ | 902.1 | (1) | % | 5 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 22 for further discussion.
Year Ended December 31, 2024
•The decrease in our U.S. & Canada property segment SG&A was primarily driven by decreased personnel and related costs and lower canceled construction costs.
•The decrease in our Africa & APAC property segment SG&A was primarily driven by a benefit from the impact of foreign currency translation of $11.5 million and lower canceled construction costs, partially offset by a net increase in bad debt expense.
•The decrease in our Europe property segment SG&A was primarily driven by decreased professional services costs and decreased personnel and related costs.
•The increase in our Latin America property segment SG&A was primarily driven by a net increase in bad debt expense of $14.1 million, partially offset by decreased professional services costs, decreased personnel and related costs and a benefit from the impact of foreign currency translation.
•The increase in our Data Centers segment SG&A was primarily driven by increased personnel and related costs to support our business.
•The decrease in our Services segment SG&A was primarily driven by decreased personnel and related costs.
•The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense and an increase in personnel and related costs to support our business, partially offset by a decrease in other corporate SG&A.
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 increase in our Africa & APAC property segment SG&A was primarily driven 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, partially offset by a benefit from the impact of foreign currency translation.
•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 $21.6 million, including an increase of $7.6 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.
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Operating Profit
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Property | |||||||||||||||||
| U.S. & Canada | $ | 4,216.1 | $ | 4,201.2 | $ | 3,977.7 | 0 | % | 6 | % | |||||||
| Africa & APAC (1) | 759.5 | 718.7 | 669.2 | 6 | 7 | ||||||||||||
| Europe | 460.5 | 410.5 | 363.7 | 12 | 13 | ||||||||||||
| Latin America | 1,076.7 | 1,124.4 | 1,057.6 | (4) | 6 | ||||||||||||
| Data Centers | 455.2 | 414.7 | 380.7 | 10 | 9 | ||||||||||||
| Total property | $ | 6,968.0 | $ | 6,869.5 | $ | 6,448.9 | 1 | % | 7 | % | |||||||
| Services | $ | 80.1 | $ | 60.0 | $ | 111.4 | 34 | % | (46) | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 22 for further discussion.
Year Ended December 31, 2024
•The increases in operating profit for our U.S. & Canada, Africa & APAC and Europe property segments and our Services segment were primarily attributable to increases in our segment gross margin and decreases in our segment SG&A.
•The decrease in operating profit for Latin America property segment was primarily attributable to a decrease in our segment gross margin and an increase in our segment SG&A.
•The increase in operating profit for our Data Centers segment was primarily attributable to an increase in our segment gross margin, partially offset by an increase in our segment SG&A.
Year Ended December 31, 2023
•The increase in operating profit for our U.S. & Canada property segment was primarily attributable to an increase in our segment gross margin and a decrease in our segment SG&A.
•The increases in operating profit for our Africa & APAC, 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
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Depreciation, amortization and accretion | $ | 2,028.8 | $ | 2,928.5 | $ | 3,164.9 | (31) | % | (7) | % |
The decrease in depreciation, amortization and accretion expense for the year ended December 31, 2024 was primarily attributable to the change in estimated useful lives of our tower assets.
During the first quarter of 2024, we finalized our reviews of the estimated useful lives of our tower assets and estimated settlement dates for our asset retirement obligations. Based on information obtained, we determined that our estimated asset lives and our estimated settlement dates should be extended, which resulted in an estimated $730 million decrease in depreciation and amortization expense and an estimated $75 million decrease in accretion expense for the year ended December 31, 2024. For more information on the change in the estimated useful lives of our tower assets and the change in the estimated settlement dates for our asset retirement obligations, see the information under the captions “Property and Equipment” and “Asset Retirement Obligations” included in note 1 to our consolidated financial statements included in this Annual Report (“Note 1”).
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.
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Other Operating Expenses
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Other operating expenses | $ | 74.1 | $ | 370.7 | $ | 270.6 | (80) | % | 37 | % |
The decrease in other operating expenses for the year ended December 31, 2024 was primarily attributable to a decrease in impairment charges, excluding goodwill impairments, of $131.4 million, a decrease in losses on sales or disposals of assets of $113.4 million, primarily attributable to the loss on the sale of Mexico Fiber of $80.0 million in the prior year period, and a decrease in integration and acquisition related costs, including benefits related to pre-acquisition contingencies and settlements.
The increase in other operating expenses for the year ended December 31, 2023 was primarily attributable to a loss on the sale of Mexico Fiber of $80.0 million, an increase in impairment charges, excluding goodwill impairments, of $52.7 million and an increase in severance and related costs of $21.8 million, partially offset by a decrease in integration and acquisition related costs, including pre-acquisition contingencies and settlements, of $67.2 million.
Goodwill Impairment
There was no Goodwill impairment recorded during the year ended December 31, 2024. During the year ended December 31, 2023, Goodwill impairment consisted of $80.0 million of an impairment charge recorded for our Spain reporting unit. 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, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Total other expense | $ | 891.7 | $ | 1,596.2 | $ | 652.6 | (44) | % | 145 | % |
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 decrease in total other expense during the year ended December 31, 2024 was primarily due to foreign currency gains of $308.3 million in the current period, as compared to foreign currency losses of $330.6 million in the prior-year period. Total other expense during the year ended December 31, 2024 also includes $70.4 million in unrealized gains from equity securities in the United States.
The increase in total other expense during the year ended December 31, 2023 was primarily due to foreign currency losses of $330.6 million in the current period, as compared to foreign currency gains of $451.4 million in the prior-year period, and an increase in net interest expense of $182.7 million, primarily due to increases in our weighted average interest rate.
Income Tax Provision
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||||||||
| Income tax provision | $ | 366.3 | $ | 90.8 | $ | 112.8 | 303 | % | (20) | % | ||||||||
| Effective tax rate | 10.1 | % | 5.9 | % | 5.4 | % |
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, 2024 and 2023 differs from the federal statutory rate.
The increase in the income tax provision for the year ended December 31, 2024 was primarily attributable to increased earnings in certain foreign jurisdictions, partially due to the impacts of the change in estimated useful lives on depreciation and amortization expense as described in Note 1 and withholding taxes on equity distributions, including those related to the ATC TIPL Transaction, and management fees from certain foreign subsidiaries. Additionally, the income tax provision for the year ended December 31, 2024 included the reversal of valuation allowances of $20.5 million in foreign and domestic jurisdictions as compared to the reversal of valuation allowances of $87.2 million for the year ended December 31, 2023. The income tax provision for the year ended December 31, 2023 also included a benefit from the application of a tax law change in Kenya. 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.
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The decrease in the income tax provision for the year ended December 31, 2023 was primarily attributable to a benefit in 2023 from the application of a tax law change in Kenya. 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.
Loss from Discontinued Operations, Net of Taxes
The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024. The divestiture qualified for presentation as discontinued operations. Accordingly, the operating results of ATC TIPL are reported as discontinued operations for all periods presented. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Asia-Pacific property segment. See Note 22 for further discussion.
On September 12, 2024, we completed the ATC TIPL Transaction and received total consideration of 182 billion INR (approximately $2.2 billion). We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility. We recorded a loss on the sale of ATC TIPL of $1.2 billion, which primarily included the reclassification of our cumulative translation adjustment in India upon exiting the market of $1.1 billion.
The following table presents key components of Loss from discontinued operations, net of taxes in the consolidated statements of operations:
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 (1) | 2023 | 2022 | ||||||||||||||||
| Revenue | $ | 911.2 | $ | 1,132.0 | $ | 1,065.7 | (20) | % | 6 | % | ||||||||
| Cost of operations | (473.8) | (699.1) | (694.6) | (32) | 1 | |||||||||||||
| Depreciation, amortization and accretion | (96.0) | (158.0) | (190.2) | (39) | (17) | |||||||||||||
| Selling, general, administrative and development expense | (58.7) | (46.5) | (70.2) | 26 | (34) | |||||||||||||
| Other operating expense | (6.7) | (7.0) | (497.0) | (4) | (99) | |||||||||||||
| Loss on sale of ATC TIPL | (1,245.5) | — | — | 100 | — | |||||||||||||
| Goodwill impairment | — | (322.0) | — | (100) | 100 | |||||||||||||
| Operating loss | $ | (969.5) | $ | (100.6) | $ | (386.3) | 864 | % | (74) | % | ||||||||
| Interest income | 30.7 | 24.8 | 22.5 | 24 | 10 | |||||||||||||
| Interest expense | (7.6) | (10.0) | (0.5) | (24) | 1,900 | |||||||||||||
| Other income (expense), net | 46.5 | 77.8 | (1.0) | (40) | (7,880) | |||||||||||||
| Loss from discontinued operations before taxes | $ | (899.9) | $ | (8.0) | $ | (365.3) | 11,149 | % | (98) | % | ||||||||
| Income tax provision (benefit) | 78.4 | 63.4 | (88.8) | 24 | (171) | |||||||||||||
| Loss from discontinued operations, net of taxes | $ | (978.3) | $ | (71.4) | $ | (276.5) | 1,270 | % | (74) | % |
_______________
(1) Includes the results of operations for ATC TIPL through September 12, 2024.
Following the rulings by the Supreme Court of India regarding carriers’ obligations for the adjusted gross revenue fees and charges prescribed by the court, we experienced variability and a level of uncertainty in collections in India. In the third quarter of 2022, one of our largest customers in India, Vodafone Idea Limited (“VIL”), communicated that it would make partial payments of its contractual amounts owed to us (the “VIL Shortfall”). 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.
During the year ended December 31, 2023, we deferred recognition of revenue of approximately $27.3 million, net of recoveries, related to VIL in India. During the year ended December 31, 2024, we recognized approximately $95.7 million of this previously deferred revenue. As of December 31, 2024, we have fully recognized this previously deferred revenue.
In 2023, we initiated a strategic review of our India business. 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 in the third quarter of 2023 for our India reporting unit.
In February 2023, and as amended in August 2023, VIL issued optionally convertible debentures (the “VIL OCDs”) to ATC TIPL in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL OCDs were issued for an aggregate face value of 16.0 billion INR (approximately $193.2 million on the date of issuance). On March 23, 2024, we
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converted an aggregate face value of 14.4 billion INR (approximately $172.7 million) of VIL OCDs into 1,440 million shares of equity of VIL (the “VIL Shares”). On April 29, 2024, we completed the sale of 1,440 million VIL Shares at a price of 12.78 INR per share. The net proceeds for this transaction were approximately 18.0 billion INR (approximately $216.0 million at the date of settlement) after deducting commissions and fees. On June 5, 2024, we completed the sale of the remaining aggregate face value of 1.6 billion INR (approximately $19.2 million) of the VIL OCDs. The net proceeds for this transaction, excluding accrued interest, were approximately 1.8 billion INR (approximately $22.0 million at the date of settlement) after deducting fees. As of December 31, 2024, none of the VIL Shares or the VIL OCDs remained outstanding.
During the year ended December 31, 2024, we recognized a gain of $46.4 million on the sale of the VIL Shares and the VIL OCDs. The gains on the sales of the VIL Shares and the VIL OCDs are recorded in Loss from discontinued operations, net of taxes in the consolidated statements of operations in the current period. During the year ended December 31, 2023, we recognized an unrealized gain of $76.7 million related to the VIL OCDs. Gains related to the VIL Shares and the VIL OCDs are included in Other income, net in the table above.
During the year ended December 31, 2022, we recorded impairment charges of $97.0 million related to tower and network location intangible assets and $411.6 million related to tenant-related intangible assets related to a customer of ATC TIPL in India. Impairment changes are included in Other operating expense in the able above. For more information on these impairments, see the information under the caption “India Impairments” included in Note 22.
Net Income / Adjusted EBITDA and Net Income / Nareit FFO attributable to American Tower Corporation common stockholders / AFFO attributable to American Tower Corporation common stockholders
During the year ended December 31, 2024, we updated our presentation of Nareit FFO attributable to American Tower Corporation common stockholders and AFFO attributable to American Tower Corporation common stockholders to remove the separate presentation of Consolidated AFFO. We believe this presentation better aligns our reporting with management’s current approach of allocating capital and resources, managing growth and profitability and assessing the operating performance of our business. The change in presentation has no impact on our Nareit FFO attributable to American Tower Corporation common stockholders or AFFO attributable to American Tower Corporation common stockholders for any periods. Historical financial information included below has been adjusted to reflect the change in presentation.
| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||||||||
| Net income | $ | 2,280.2 | $ | 1,367.1 | $ | 1,696.7 | 67 | % | (19) | % | ||||||||
| Loss from discontinued operations, net of taxes | 978.3 | 71.4 | 276.5 | 1,270 | (74) | |||||||||||||
| Income tax provision | 366.3 | 90.8 | 112.8 | 303 | (20) | |||||||||||||
| Other (income) expense | (377.6) | 326.3 | (434.7) | (216) | (175) | |||||||||||||
| Loss on retirement of long-term obligations | — | 0.3 | 0.4 | (100) | (25) | |||||||||||||
| Interest expense | 1,404.5 | 1,388.2 | 1,136.0 | 1 | 22 | |||||||||||||
| Interest income | (135.2) | (118.6) | (49.1) | 14 | 142 | |||||||||||||
| Other operating expenses | 74.1 | 370.7 | 270.6 | (80) | 37 | |||||||||||||
| Goodwill impairment | — | 80.0 | — | (100) | 100 | |||||||||||||
| Depreciation, amortization and accretion | 2,028.8 | 2,928.5 | 3,164.9 | (31) | (7) | |||||||||||||
| Stock-based compensation expense | 192.7 | 183.3 | 161.7 | 5 | 13 | |||||||||||||
| Adjusted EBITDA (1) | $ | 6,812.1 | $ | 6,688.0 | $ | 6,335.8 | 2 | % | 6 | % |
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 22 for further discussion.
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| Year Ended December 31, | Percent Change 2024 vs 2023 | Percent Change 2023 vs 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income (1) | $ | 2,280.2 | $ | 1,367.1 | $ | 1,696.7 | 67 | % | (19) | % | |||||||
| Real estate related depreciation, amortization and accretion | 1,879.6 | 2,682.7 | 2,925.5 | (30) | (8) | ||||||||||||
| Losses from sale or disposal of real estate and real estate related impairment charges (2) | 91.6 | 414.6 | 184.0 | (78) | 125 | ||||||||||||
| Adjustments and distributions for unconsolidated affiliates and noncontrolling interests (3) | (352.7) | (324.0) | (210.4) | 9 | 54 | ||||||||||||
| Adjustments for discontinued operations (4) | 1,334.5 | 469.6 | 683.7 | 184 | (31) | ||||||||||||
| Nareit FFO attributable to American Tower Corporation common stockholders | $ | 5,233.2 | $ | 4,610.0 | $ | 5,279.5 | 14 | % | (13) | % | |||||||
| Straight-line revenue | (277.6) | (465.4) | (508.5) | (40) | (8) | ||||||||||||
| Straight-line expense | 46.8 | 24.4 | 34.0 | 92 | (28) | ||||||||||||
| Stock-based compensation expense | 192.7 | 183.3 | 161.7 | 5 | 13 | ||||||||||||
| Deferred portion of income tax and other income tax adjustments (5) | 88.7 | (162.6) | (195.4) | (155) | (17) | ||||||||||||
| GTP one-time cash tax settlement (6) | — | — | 48.3 | — | (100) | ||||||||||||
| Non-real estate related depreciation, amortization and accretion | 149.2 | 245.8 | 239.4 | (39) | 3 | ||||||||||||
| Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges | 54.1 | 49.8 | 47.5 | 9 | 5 | ||||||||||||
| Other (income) expense (7) | (377.6) | 326.3 | (434.7) | (216) | (175) | ||||||||||||
| Loss on retirement of long-term obligations | — | 0.3 | 0.4 | (100) | (25) | ||||||||||||
| Other operating (income) expenses (8) | (17.5) | 36.1 | 86.6 | (148) | (58) | ||||||||||||
| Capital improvement capital expenditures | (157.4) | (186.6) | (164.8) | (16) | 13 | ||||||||||||
| Corporate capital expenditures | (13.9) | (16.2) | (9.4) | (14) | 72 | ||||||||||||
| Adjustments and distributions for unconsolidated affiliates and noncontrolling interests (9) | 4.4 | 19.4 | 20.0 | (77) | (3) | ||||||||||||
| Adjustments for discontinued operations (10) | 9.0 | (53.1) | (87.9) | (117) | (40) | ||||||||||||
| AFFO attributable to American Tower Corporation common stockholders | $ | 4,934.1 | $ | 4,611.5 | $ | 4,516.7 | 7 | % | 2 | % | |||||||
| AFFO attributable to American Tower Corporation common stockholders from continuing operations | $ | 4,568.9 | $ | 4,266.4 | $ | 4,197.4 | 7 | % | 2 | % | |||||||
| AFFO attributable to American Tower Corporation common stockholders from discontinued operations | $ | 365.2 | $ | 345.1 | $ | 319.3 | 6 | % | 8 | % |
_______________
(1) For the years ended December 31, 2024, 2023 and 2022, includes Loss from discontinued operations, net of taxes of $978.3 million, $71.4 million and $276.5 million, respectively.
(2) For the years ended December 31, 2024, 2023 and 2022, includes impairment charges of $68.6 million, $200.0 million and $147.3 million, respectively. For the year ended December 31, 2023, also includes a goodwill impairment charge of $80.0 million recorded for the Spain reporting unit and a loss on the sale of Mexico Fiber of $80.0 million.
(3) Includes distributions to noncontrolling interest holders, distributions related to the outstanding mandatorily convertible preferred equity in connection with our agreements with certain investment vehicles affiliated with Stonepeak Partners LP and adjustments for the impact of noncontrolling interests on Nareit FFO attributable to American Tower Corporation common stockholders.
(4) For the years ended December 31, 2024, 2023 and 2022, includes (i) real estate related depreciation, amortization and accretion for discontinued operations of $91.3 million, $151.4 million and $183.4 million, respectively, and (ii) losses from the sale or disposal of real estate and real estate related impairment charges for discontinued operations of $1.2 billion, $318.2 million and $500.3 million, respectively. For the year ended December 31, 2024, includes a loss on the sale of ATC TIPL of $1.2 billion. For the year ended December 31, 2023, includes goodwill impairment charges of $322.0 million recorded for the India reporting unit.
(5) For the year ended December 31, 2024, includes adjustments for withholding taxes paid in Singapore of $36.4 million, which were incurred as a result of the ATC TIPL Transaction. We believe that these withholding tax payments are nonrecurring, and do not believe these are an indication of our operating performance. Accordingly, we believe it is more meaningful to present AFFO attributable to American Tower Corporation common stockholders excluding these amounts.
(6) 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 AFFO attributable to American Tower Corporation common stockholders excluding these amounts.
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(7) Includes (gains) losses on foreign currency exchange rate fluctuations of $(308.3) million, $330.6 million and $(451.4) million, respectively.
(8) Primarily includes acquisition-related costs, integration costs and disposition costs.
(9) Includes adjustments for the impact of noncontrolling interests on other line items, excluding those already adjusted for in Nareit FFO attributable to American Tower Corporation common stockholders.
(10) Includes the impact of discontinued operations associated with other line items, excluding the impact already included in Nareit FFO attributable to American Tower Corporation common stockholders.
Year Ended December 31, 2024
The increase in net income from continuing operations was primarily due to (i) a decrease in depreciation, amortization and accretion expense, (ii) changes in other (income) expense, primarily due to foreign currency exchange rate fluctuations, (iii) a decrease in other operating expense, (iv) an increase in segment operating profit and (v) a decrease in goodwill impairment, partially offset by an increase in the income tax provision.
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 $22.0 million.
The increase in AFFO attributable to American Tower Corporation common stockholders was primarily attributable to (i) an increase in our operating profit, excluding the impact of straight-line accounting, (ii) a decrease in capital improvement capital expenditures and (iii) an increase in AFFO attributable to American Tower Corporation common stockholders from discontinued operations, partially offset by distributions and adjustments for noncontrolling interests, including distributions to noncontrolling interest holders in our Europe property segment and Data Centers segment.
Year Ended December 31, 2023
The decrease in net income from continuing operations was primarily due to (i) changes in other expense (income) primarily due to foreign currency exchange rate fluctuations, (ii) an increase in net interest expense, (iii) an increase in other operating expenses and (iv) an increase in goodwill impairment expense, partially offset by (x) an increase in segment operating profit, (y) a decrease in depreciation, amortization and accretion expense and (z) a decrease in the income tax provision.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin, partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $22.3 million.
The increase in AFFO attributable to American Tower Corporation common stockholders was primarily attributable to (i) an increase in our operating profit, excluding the impact of straight-line accounting, and (ii) an increase in AFFO attributable to American Tower Corporation common stockholders from discontinued operations, partially offset by (x) an increase in net cash paid for interest, (y) distributions and adjustments for noncontrolling interests, including distributions to noncontrolling interest holders in our Data Centers segment and (z) increases in cash paid for income taxes and capital improvement capital expenditures.
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Segment Gross Margin Reconciliation
Gross margin is defined as revenue less costs of operations inclusive of real estate related depreciation, amortization and accretion. Segment gross margin excludes depreciation, amortization and accretion.
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | U.S. & Canada | Africa & APAC (1) | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,790.6 | $ | 610.9 | $ | 240.9 | $ | 985.9 | $ | (56.2) | $ | 5,572.1 | $ | 101.1 | $ | 5,673.2 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 586.6 | 216.6 | 284.4 | 201.8 | 590.2 | 1,879.6 | — | 1,879.6 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,377.2 | $ | 827.5 | $ | 525.3 | $ | 1,187.7 | $ | 534.0 | $ | 7,451.7 | $ | 101.1 | $ | 7,552.8 |
______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2023 | U.S. & Canada | Africa & APAC (1) | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,362.7 | $ | 505.0 | $ | 122.9 | $ | 890.5 | $ | (196.0) | $ | 4,685.1 | $ | 82.9 | $ | 4,768.0 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 1,003.6 | 301.0 | 353.2 | 341.8 | 683.1 | 2,682.7 | — | 2,682.7 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,366.3 | $ | 806.0 | $ | 476.1 | $ | 1,232.3 | $ | 487.1 | $ | 7,367.8 | $ | 82.9 | $ | 7,450.7 |
______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
| Property | Total Property | Services | Total | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2022 | U.S. & Canada | Africa & APAC (1) | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||
| Gross margin | $ | 3,136.3 | $ | 433.7 | $ | 71.0 | $ | 803.0 | $ | (427.0) | $ | 4,017.0 | $ | 133.7 | $ | 4,150.7 | |||||||||||||||
| Real estate related depreciation, amortization and accretion | 1,024.6 | 322.0 | 345.1 | 362.2 | 871.6 | 2,925.5 | — | 2,925.5 | |||||||||||||||||||||||
| Segment gross margin | $ | 4,160.9 | $ | 755.7 | $ | 416.1 | $ | 1,165.2 | $ | 444.6 | $ | 6,942.5 | $ | 133.7 | $ | 7,076.2 |
______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
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Liquidity and Capital Resources
For a discussion of our 2023 Liquidity and Capital Resources, including a discussion of cash flows for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022, refer to Part I, Item 7 of the 2023 Form 10-K.
Overview
During the year ended December 31, 2024, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. Our significant 2024 financing transactions included:
•Redemption of our 0.600% senior unsecured notes due 2024 (the “0.600% Notes”), our 5.00% senior unsecured notes due 2024 (the “5.00% Notes”) and our 3.375% senior unsecured notes due 2024 (the “3.375% Notes”) upon their maturity;
•Registered public offering in an aggregate principal amount of $3.6 billion, including 1.0 billion EUR, of senior unsecured notes with maturities ranging from 2029 to 2035;
•Repayment of 825.0 million EUR ($895.5 million as of the repayment date) unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”); and
•Repayment of indebtedness under the 2021 Multicurrency Credit Facility using proceeds from the ATC TIPL Transaction.
The following table summarizes our liquidity as of December 31, 2024 (in millions):
| Available under the 2021 Multicurrency Credit Facility | $ | 6,000.0 |
|---|---|---|
| Available under the 2021 Credit Facility | 4,000.0 | |
| Letters of credit | (35.6) | |
| Total available under credit facilities, net | 9,964.4 | |
| Cash and cash equivalents | 1,999.6 | |
| Total liquidity | $ | 11,964.0 |
Subsequent to December 31, 2024, we made additional borrowings of $610.0 million under the 2021 Credit Facility (as defined below) and net borrowings of $210.0 million under the 2021 Multicurrency Credit Facility. The borrowings were used to repay existing indebtedness and for general corporate purposes.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Net cash provided by (used for): | ||||||
| Operating activities | $ | 5,290.5 | $ | 4,722.4 | ||
| Investing activities (1) | 410.6 | (1,695.5) | ||||
| Financing activities | (5,452.4) | (3,097.4) | ||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | (233.9) | 23.2 | ||||
| Net increase (decrease) in cash and cash equivalents, and restricted cash | $ | 14.8 | $ | (47.3) |
_______________
(1) For the year ended December 31, 2024, includes $2.2 billion of proceeds from the ATC TIPL Transaction.
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 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 Australia and New Zealand businesses in 2024, and the ATC TIPL Transaction, and repurpose proceeds, and potential future capital, to other capital priorities.
As of December 31, 2024, we had total outstanding indebtedness of $36.8 billion, with a current portion of $3.7 billion. During the year ended December 31, 2024, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, proceeds from our 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
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ending December 31, 2025, 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, 2024, we had $1.1 billion of cash and cash equivalents held by our foreign subsidiaries. As of December 31, 2024, we had $228.2 million of cash and cash equivalents held by our joint ventures, of which $211.6 million was held by our foreign joint ventures. Certain foreign subsidiaries may pay us interest or principal on intercompany debt. Additionally, in the event that we repatriate funds from our foreign subsidiaries, we may be required to accrue and pay certain taxes.
Cash Flows from Operating Activities
For the year ended December 31, 2024, cash provided by operating activities increased $568.1 million as compared to the year ended December 31, 2023. The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2023, include:
•increases in the operating profits of our U.S. & Canada, Africa & APAC and Europe property segments, our Data Centers segment, our Services segment and in India, excluding the loss on sale of ATC TIPL;
•a decrease in the impact of straight-line revenue; and
•a decrease in cash required for working capital;
•Partially offset by increases in cash paid for interest and cash paid for taxes.
Cash Flows from Investing Activities
Our significant investing activities during the year ended December 31, 2024 are highlighted below:
•We spent approximately $123.0 million for acquisitions, including $25.7 million in payments made for acquisitions completed in 2023, $59.1 million in payments for sites acquired in connection with the AT&T transaction described in note 18 to our consolidated financial statements included in this Annual Report.
•We received $238.0 million from the sales of the VIL Shares and the VIL OCDs.
•We received $2.2 billion from the ATC TIPL Transaction.
•We spent $1.6 billion for capital expenditures, as follows (in millions):
| Discretionary capital projects (1) | $ | 851.0 |
|---|---|---|
| Ground lease purchases (2) | 144.2 | |
| Capital improvements and corporate expenditures (3) | 189.3 | |
| Redevelopment | 350.0 | |
| Start-up capital projects | 81.3 | |
| Total capital expenditures (4) | $ | 1,615.8 |
_______________
(1)Includes the construction of 2,391 communications sites globally, the construction of 90 communications sites in India, which are reported as discontinued operations, and approximately $491.6 million of spend related to data center assets.
(2)Includes $32.7 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.
(3)Includes $4.7 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loans and finance leases in the cash flows from financing activities in our consolidated statements of cash flows.
(4)Net of purchase credits of $11.6 million on certain assets, which are recorded 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 expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
We expect that our 2025 total capital expenditures will be as follows (in millions):
| Discretionary capital projects (1) | $ | 880 | to | $ | 910 | |
|---|---|---|---|---|---|---|
| Ground lease purchases | 190 | to | 210 | |||
| Capital improvements and corporate expenditures | 155 | to | 165 | |||
| Redevelopment | 360 | to | 390 | |||
| Start-up capital projects | 50 | to | 70 | |||
| Total capital expenditures | $ | 1,635 | to | $ | 1,745 |
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_______________
(1) Includes the construction of approximately 1,950 to 2,550 communications sites globally and approximately $610 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, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Proceeds from issuance of senior notes, net | $ | 3,568.6 | $ | 5,678.3 | ||
| Repayments of credit facilities, net | (2,321.1) | (2,563.8) | ||||
| Repayments of term loans (1) | (1,015.4) | (1,500.0) | ||||
| Proceeds from issuance of securities in securitization transaction | — | 1,300.0 | ||||
| Repayments of securitized debt | — | (1,300.0) | ||||
| Repayments of senior notes | (2,150.0) | (1,700.0) | ||||
| Distributions paid on common stock | (3,074.9) | (2,949.3) |
_______________
(1)For the year ended December 31, 2024, includes the repayments of the 2021 EUR Three Year Delayed Draw Term Loan and the India Term Loan (as defined below).
Senior Notes
Repayments of Senior Notes
Repayment of 0.600% Senior Notes—On January 12, 2024, we repaid $500.0 million aggregate principal amount of 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 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.
Repayment of 3.375% Senior Notes—On May 15, 2024, we repaid $650.0 million aggregate principal amount of the 3.375% Notes upon their maturity. The 3.375% Notes were repaid using borrowings under the 2021 Credit Facility (as defined below). Upon completion of the repayment, none of the 3.375% Notes remained outstanding.
Repayment of 2.950% Senior Notes—On January 14, 2025, we repaid $650.0 million aggregate principal amount of our 2.950% senior unsecured notes due 2025 (the “2.950% Notes”) upon their maturity. The 2.950% Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 2.950% Notes remained outstanding.
Offerings of Senior Notes
5.200% Senior Notes and 5.450% Senior Notes Offering—On March 7, 2024, we completed a registered public offering of $650.0 million aggregate principal amount of 5.200% senior unsecured notes due 2029 (the “5.200% Notes”) and $650.0 million aggregate principal amount of 5.450% senior unsecured notes due 2034 (the “5.450% Notes”). The net proceeds from this offering were approximately $1,281.3 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
3.900% Senior Notes and 4.100% Senior Notes Offering—On May 29, 2024, we completed a registered public offering of 500.0 million EUR ($540.1 million at the date of issuance) aggregate principal amount of 3.900% senior unsecured notes due 2030 (the “3.900% Notes”) and 500.0 million EUR ($540.1 million at the date of issuance) aggregate principal amount of 4.100% senior unsecured notes due 2034 (the “4.100% Notes”). The net proceeds from this offering were approximately 988.4 million EUR (approximately $1,067.5 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing EUR indebtedness under the 2021 Multicurrency Credit Facility.
5.000% Senior Notes and 5.400% Senior Notes Offering— On November 21, 2024, we completed a registered public offering of $600.0 million aggregate principal amount of 5.000% senior unsecured notes due 2030 (the “5.000% Notes”) and $600.0 million aggregate principal amount of 5.400% senior unsecured notes due 2035 (the “5.400% Notes” and, collectively with the 5.200% Notes, the 5.450% Notes, the 3.900% Notes, the 4.100% Notes and the 5.000% Notes, the “2024 Notes”). The
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net proceeds from this offering were approximately $1,183.7 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
The key terms of the 2024 Notes are as follows:
| Senior Notes | Aggregate Principal Amount (in millions) | Issue Date and Interest Accrual Date | Maturity Date | Contractual Interest Rate | First Interest Payment | Interest Payments Due (1) | Par Call Date (2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.200% Notes | $ | 650.0 | March 7, 2024 | February 15, 2029 | 5.200 | % | August 15, 2024 | February 15 and August 15 | January 15. 2029 | ||||||||
| 5.450% Notes | $ | 650.0 | March 7, 2024 | February 15, 2034 | 5.450 | % | August 15, 2024 | February 15 and August 15 | November 15. 2033 | ||||||||
| 3.900% Notes (3) | $ | 540.1 | May 29, 2024 | May 16, 2030 | 3.900 | % | May 16, 2025 | May 16 | February 16, 2030 | ||||||||
| 4.100% Notes (3) | $ | 540.1 | May 29, 2024 | May 16, 2034 | 4.100 | % | May 16, 2025 | May 16 | February 16. 2034 | ||||||||
| 5.000% Notes | $ | 600.0 | November 21, 2024 | January 31, 2030 | 5.000 | % | July 31, 2025 | January 31 and July 31 | December 31, 2029 | ||||||||
| 5.400% Notes | $ | 600.0 | November 21, 2024 | January 31, 2035 | 5.400 | % | July 31, 2025 | January 31 and July 31 | October 31, 2034 |
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(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 2024 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Notes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the 2024 Notes on or after the par call date, we will not be required to pay a make-whole premium.
(3)The 3.900% Notes and the 4.100% 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 2024 Notes, we may be required to repurchase all of the 2024 Notes at a purchase price equal to 101% of the aggregate principal amount of those 2024 Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The 2024 Notes rank equally in right of payment with all of our other senior unsecured debt obligations 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
Amendments to Bank Facilities—On January 28, 2025, we amended our (i) 2021 Multicurrency Credit Facility, (ii) $4.0 billion senior unsecured revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Credit Facility”) and (iii) $1.0 billion unsecured term loan, as amended and restated on December 8, 2021, as further amended (the “2021 Term Loan”).
These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
2021 Multicurrency Credit Facility—As of December 31, 2024, 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, 2024, we borrowed an aggregate of $5.4 billion, including 0.9 billion EUR ($1.0 billion as of the borrowing date) and repaid an aggregate of $6.1 billion, including 1.1 billion EUR ($1.2 billion as of the repayment date), of revolving indebtedness under the 2021 Multicurrency Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 0.600% Notes, the
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5.00% Notes and the 2021 EUR Three Year Delayed Draw Term Loan, and for general corporate purposes. We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility. As of December 31, 2024, there are no EUR borrowings outstanding under the 2021 Multicurrency Credit Facility.
2021 Credit Facility—As of December 31, 2024, 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, 2024, we borrowed an aggregate of $1.5 billion and repaid an aggregate of $3.1 billion of revolving indebtedness under our 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 3.375% Notes, and for general corporate purposes.
Repayment of 2021 EUR Three Year Delayed Draw Term Loan—On May 21, 2024, we repaid all amounts outstanding under the 2021 EUR Three Year Delayed Draw Term Loan using borrowings under the 2021 Multicurrency Credit Facility.
As of December 31, 2024, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan were as follows:
| Bank Facility | 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 (2) | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 Multicurrency Credit Facility | (3) | $ | — | July 1, 2026 | (4) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% | |
| 2021 Credit Facility | (3) | — | July 1, 2028 | (4) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% | ||
| 2021 Term Loan | (3) | 1,000.0 | January 31, 2027 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% |
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(1)Represents interest rate above: (a) Secured Overnight Financing Rate (“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)As further discussed above, on January 28, 2025, we amended the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan to update the current margin over SOFR or EURIBOR and the base rate to 1.000% and 0.000%, respectively.
(3)Currently borrowed at SOFR.
(4)Subject to two optional renewal periods.
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 and the 2021 Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal 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.
Other Subsidiary Debt—As of December 31, 2023, our other subsidiary debt included drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”).
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 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||
| Nigeria Letters of Credit (1) | $ | — | $ | 3.4 | $ | — | $ | 3.4 | Various | Various |
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(1) Denominated in USD. During the years ended December 31, 2024 and 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.
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,
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which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
India Term Loan—On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under an unsecured term loan in India with a maturity date that is one year from the date of the first draw thereunder (the “India Term Loan”). In January 2024, we amended the India Term Loan to extend the maturity date to December 31, 2024. On September 12, 2024, in connection with the completion of the ATC TIPL Transaction, we repaid the India Term Loan.
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, 2024, 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, 2024, we received an aggregate of $46.4 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
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 $20.5 billion to our common stockholders, including the dividend paid in February 2025, 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, 2024, we paid $6.56 per share, or $3.1 billion, to our common stockholders of record. In addition, we declared a distribution of $1.62 per share, or $757.1 million, paid on February 3, 2025 to our common stockholders of record at the close of business on December 27, 2024.
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 $22.5 million and $21.5 million as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, we paid $12.0 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.
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For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2024, 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, 2024 (in millions):
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt obligations (1) | $ | 3,693.0 | $ | 3,319.3 | $ | 5,466.7 | $ | 6,027.4 | $ | 3,677.0 | $ | 14,572.9 | $ | 36,756.3 | |||||||||||||
| Operating lease obligations (2) | 986.9 | 924.9 | 886.1 | 843.4 | 801.7 | 7,088.1 | 11,531.1 |
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(1) 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).
(2) 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 2025 total distributions declared to our common stockholders will be $3.2 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, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was $4.5 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 2024 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 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, 2024, we were in compliance with each of these covenants.
| Compliance Tests For The 12 Months Ended December 31, 2024 ($ in billions) | ||||||
|---|---|---|---|---|---|---|
| Ratio (1) | Additional Debt Capacity Under Covenants (2) | Capacity for Adjusted EBITDA Decrease Under Covenants (3) | ||||
| Consolidated Total Leverage Ratio | Total Debt to Adjusted EBITDA ≤ 6.00:1.00 | ~5.4 | ~0.9 | |||
| Consolidated Senior Secured Leverage Ratio | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | ~18.4 (4) | ~6.1 (4) |
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(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.
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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 a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactions completed in March 2018 (the “2018 Securitization”) and March 2023 (the “2023 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) (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 American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, 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 nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), 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”), the Secured Tower Revenue Securities 2023-1, Subclass A (the “Series 2023-1A Securities”), the 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”) issued in the Trust Securitizations (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, 2024, $60.8 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.
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| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During Year Ended December 31, 2024 | DSCR as of December 31, 2024 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) | ||
|---|---|---|---|---|---|---|---|---|
| Cash Trap DSCR | Amortization Period | |||||||
| (in millions) | (in millions) | (in millions) | ||||||
| 2015 Securitization | GTP Acquisition Partners | American Tower Secured Revenue Notes, Series 2015-2 | 1.30x, Tested Quarterly (2) | (3)(4) | $354.0 | 18.10x | $309.1 | $311.9 |
| 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 | 1.30x, Tested Quarterly (2) | (3)(5) | $540.1 | 7.14x | $526.4 | $540.0 |
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(1) Based on the net cash flow of the applicable issuer or borrower as of December 31, 2024 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
(2) 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.
(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 3,338 communications sites that secure the Series 2015-2 Notes or the 5,029 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 expensive or restricted by the terms of our outstanding indebtedness. Further, as discussed under Item 1A of this Annual Report
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under the caption “Risk Factors,” market volatility and disruption caused by inflation, high 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 current and projected future revenue 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, 2024. 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.
•Assets Held for Sale—We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell an asset (or group of assets), (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to be completed within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Typically, these criteria are all met when the relevant assets are under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing.
Assets classified as held for sale are reported at the lesser of the carrying value, or estimated fair value, less estimated costs to sell and are not depreciated. We reassess the fair value less costs to sell of assets held for sale in each reporting period in which they are classified as held for sale. Gains (losses) on held for sale assets are recorded in Other operating income in the accompanying consolidated statements of operations.
•Discontinued Operations—We classify the results of operations related to a disposal of assets and liabilities (“the disposal group”) in discontinued operations in the consolidated statements of operations if all of the following criteria are met: (a) the operations and cash flows of the disposal group can be clearly distinguished from the rest of the Company, (b) the disposal group meets the criteria to be classified as held for sale (as described above) or has been sold or disposed of by other means and (c) the disposal represents a strategic shift that has or will have a major effect on our operations and financial results.
The results of operations classified as discontinued operations are reported in Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations for all periods presented. Historical financial information included in the notes to the consolidated financial statements is adjusted to reflect the classification of results of operations as discontinued operations.
•Accounting for Long-Lived Assets—Change in Useful Lives: We finalized our review of the estimated useful lives of our tower assets during the first quarter of 2024. We now have over 20 years of operating history, and determined that we should modify our current estimates for asset lives based on our historical operating experience. We previously depreciated our 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 we had historically
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estimated to be 20 years. We determined that the estimated useful life of our tower assets is 30 years, before taking into account residual value. Depreciation expense is recorded using the straight-line method over the assets’ estimated useful lives.
Additionally, certain of our intangible assets are amortized on a similar basis to our tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers. The acquired network location intangibles represent the value 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 of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us.
We accounted for the changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which were recorded prospectively beginning on January 1, 2024. On January 1, 2024, we began depreciating our towers and related intangible assets on a straight-line basis over the remaining estimated useful life of the tower, taking into account the extended useful life and residual value. The extension of the asset lives (i) resulted in an approximately $515 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 and (ii) resulted in an estimated $730 million ($649 million after tax, or an increase of $1.39 per diluted share) decrease in depreciation and amortization expense for the year ended December 31, 2024.
•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.
•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 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. 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.
During the year ended December 31, 2023, the results of our 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 charge in Spain was recorded in Goodwill impairment in the accompanying consolidated statements of operations.
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During the year ended December 31, 2024, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.
•Revenue Recognition: Our revenue is derived from leasing the right to use our communications sites, the land on which the sites are located, the land underlying our customers’ sites and the space in our data center facilities (the “lease component”) and from the reimbursement of costs incurred in operating the communications sites and data center facilities and supporting the customers’ 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, 2024, 2023 and 2022 were $277.6 million, $465.4 million and $508.5 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 customers in the telecommunications industry, with 60% of our revenues derived from four customers. In addition, we have concentrations of credit risk in certain geographic areas. We mitigate the concentrations of credit risk with respect to trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of our customers. In recognizing customer revenue we assess the collectibility of both the amounts billed and the portion recognized 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, 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 customer’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 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
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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.
FY 2023 10-K MD&A
SEC filing source: 0001053507-24-000011.
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.
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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 | 220 | — | — | |||||
| United States | 27,142 | 15,091 | 452 | |||||
| U.S. & Canada total | 27,362 | 15,091 | 452 | |||||
| Asia-Pacific: (2) | ||||||||
| Bangladesh | 579 | — | — | |||||
| India (3) | 75,950 | — | 763 | |||||
| Philippines | 355 | — | — | |||||
| Asia-Pacific total | 76,884 | — | 763 | |||||
| Africa: | ||||||||
| Burkina Faso | 731 | — | — | |||||
| Ghana | 3,486 | — | 37 | |||||
| Kenya | 3,855 | — | 11 | |||||
| Niger | 916 | — | — | |||||
| Nigeria | 8,296 | — | — | |||||
| South Africa | 2,692 | — | — | |||||
| Uganda | 4,184 | — | 21 | |||||
| Africa total | 24,160 | — | 69 | |||||
| Europe: (4) | ||||||||
| France | 4,096 | 303 | 9 | |||||
| Germany | 14,947 | — | — | |||||
| Spain | 11,885 | — | 1 | |||||
| Europe total | 30,928 | 303 | 10 | |||||
| Latin America: | ||||||||
| Argentina | 499 | — | 11 | |||||
| Brazil | 20,563 | 2,029 | 122 | |||||
| Chile | 3,700 | — | 144 | |||||
| Colombia | 4,969 | — | 6 | |||||
| Costa Rica | 705 | — | 2 | |||||
| Mexico | 9,581 | 186 | 92 | |||||
| Paraguay | 1,455 | — | — | |||||
| Peru | 3,965 | 450 | 1 | |||||
| Latin America total | 45,437 | 2,665 | 378 |
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(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 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:
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| Number of Data Centers | Total NRSF (1) | ||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| San Francisco Bay, CA | 8 | 939 | |||
| Los Angeles, CA | 3 | 724 | |||
| Northern Virginia, VA | 5 | 586 | |||
| New York, NY | 2 | 285 | |||
| Chicago, IL | 2 | 216 | |||
| Boston, MA | 1 | 143 | |||
| Orlando, FL | 1 | 126 | |||
| Miami, FL | 2 | 115 | |||
| Atlanta, GA | 2 | 95 | |||
| Denver, CO | 2 | 37 | |||
| Total | 28 | 3,266 |
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(1)Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
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.
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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:
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•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.
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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) | 2023 | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|---|
| U.S. & Canada | 20 | 55 | 170 | ||||
| Asia-Pacific | 975 | 4,640 | 3,780 | ||||
| Africa | 1,590 | 1,680 | 2,355 | ||||
| Europe | 555 | 690 | 24,775 | ||||
| Latin America | 215 | 340 | 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.
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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.
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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
| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 5,216.2 | $ | 5,006.3 | 4 | % | ||||||
| Asia-Pacific | 1,150.8 | 1,077.0 | 7 | |||||||||
| Africa | 1,225.6 | 1,192.5 | 3 | |||||||||
| Europe | 775.6 | 735.7 | 5 | |||||||||
| Latin America | 1,798.3 | 1,691.9 | 6 | |||||||||
| Data Centers | 834.7 | 766.6 | 9 | |||||||||
| Total property | 11,001.2 | 10,470.0 | 5 | |||||||||
| Services | 143.0 | 241.1 | (41) | |||||||||
| Total revenues | $ | 11,144.2 | $ | 10,711.1 | 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:
• Tenant billings growth of $51.4 million, which was driven by:
◦$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;
• 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;
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◦$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:
◦$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
• 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.
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:
• Tenant billings growth of $58.0 million, which was driven by:
◦$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
• 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.
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Gross Margin
| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 4,366.3 | $ | 4,160.9 | 5 | % | ||||||
| Asia-Pacific | 446.6 | 379.4 | 18 | |||||||||
| Africa | 792.3 | 747.4 | 6 | |||||||||
| Europe | 476.1 | 416.1 | 14 | |||||||||
| Latin America | 1,232.3 | 1,165.2 | 6 | |||||||||
| Data Centers | 487.1 | 444.6 | 10 | |||||||||
| Total property | 7,800.7 | 7,313.6 | 7 | |||||||||
| Services | 82.9 | 133.7 | (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.
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Selling, General, Administrative and Development Expense (“SG&A”)
| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 165.1 | $ | 183.2 | (10) | % | ||||||
| Asia-Pacific | 42.1 | 69.1 | (39) | |||||||||
| Africa | 79.3 | 80.0 | (1) | |||||||||
| Europe | 65.6 | 52.4 | 25 | |||||||||
| Latin America | 107.9 | 107.6 | 0 | |||||||||
| Data Centers | 72.4 | 63.9 | 13 | |||||||||
| Total property | 532.4 | 556.2 | (4) | |||||||||
| Services | 22.9 | 22.3 | 3 | |||||||||
| Other | 437.2 | 393.8 | 11 | |||||||||
| Total selling, general, administrative and development expense | $ | 992.5 | $ | 972.3 | 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
| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 4,201.2 | $ | 3,977.7 | 6 | % | ||||||
| Asia-Pacific | 404.5 | 310.3 | 30 | |||||||||
| Africa | 713.0 | 667.4 | 7 | |||||||||
| Europe | 410.5 | 363.7 | 13 | |||||||||
| Latin America | 1,124.4 | 1,057.6 | 6 | |||||||||
| Data Centers | 414.7 | 380.7 | 9 | |||||||||
| Total property | 7,268.3 | 6,757.4 | 8 | |||||||||
| Services | 60.0 | 111.4 | (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.
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•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
| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Depreciation, amortization and accretion | $ | 3,086.5 | $ | 3,355.1 | (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, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 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, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Total other expense | $ | 1,503.6 | $ | 631.6 | 138 | % |
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.
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Income Tax Provision
| Year Ended December 31, | Percent Change 2023 vs 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||
| Income tax provision | $ | 154.2 | $ | 24.0 | 543 | % | |||||||
| Effective tax rate | 10.1 | % | 1.4 | % |
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
| Year Ended December 31, | Percent Change 2023 vs 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||
| Net income | $ | 1,367.1 | $ | 1,696.7 | (19) | % | |||||||
| Income tax provision | 154.2 | 24.0 | 543 | ||||||||||
| Other expense (income) | 248.5 | (433.7) | (157) | ||||||||||
| Loss on retirement of long-term obligations | 0.3 | 0.4 | (25) | ||||||||||
| Interest expense | 1,398.2 | 1,136.5 | 23 | ||||||||||
| Interest income | (143.4) | (71.6) | 100 | ||||||||||
| Other operating expenses | 377.7 | 767.6 | (51) | ||||||||||
| Goodwill impairment | 402.0 | — | 100 | ||||||||||
| Depreciation, amortization and accretion | 3,086.5 | 3,355.1 | (8) | ||||||||||
| Stock-based compensation expense | 195.7 | 169.3 | 16 | ||||||||||
| Adjusted EBITDA | $ | 7,086.8 | $ | 6,644.3 | 7 | % |
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| Year Ended December 31, | Percent Change 2023 vs 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Net income | $ | 1,367.1 | $ | 1,696.7 | (19) | % | ||||||
| Real estate related depreciation, amortization and accretion | 2,834.1 | 3,108.9 | (9) | |||||||||
| Losses from sale or disposal of real estate and real estate related impairment charges (1) | 732.8 | 684.3 | 7 | |||||||||
| Dividends to noncontrolling interests (2) | (137.8) | (22.2) | 521 | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | (186.2) | (188.2) | (1) | |||||||||
| Nareit FFO attributable to American Tower Corporation common stockholders | $ | 4,610.0 | $ | 5,279.5 | (13) | % | ||||||
| Straight-line revenue | (472.0) | (499.8) | (6) | |||||||||
| Straight-line expense | 30.2 | 39.6 | (24) | |||||||||
| Stock-based compensation expense | 195.7 | 169.3 | 16 | |||||||||
| Deferred portion of income tax and other income tax adjustments | (152.3) | (298.3) | (49) | |||||||||
| GTP one-time cash tax settlement (3) | — | 48.3 | (100) | |||||||||
| Non-real estate related depreciation, amortization and accretion | 252.4 | 246.2 | 3 | |||||||||
| Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges | 49.8 | 47.5 | 5 | |||||||||
| Other expense (income) (4) | 248.5 | (433.7) | (157) | |||||||||
| Loss on retirement of long-term obligations | 0.3 | 0.4 | (25) | |||||||||
| Other operating expenses (5) | 46.9 | 83.3 | (44) | |||||||||
| Capital improvement capital expenditures | (201.2) | (176.2) | 14 | |||||||||
| Corporate capital expenditures | (16.2) | (9.4) | 72 | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | 186.2 | 188.2 | (1) | |||||||||
| Consolidated AFFO | $ | 4,778.3 | $ | 4,684.9 | 2 | % | ||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests (6) | (166.8) | (168.2) | (1) | |||||||||
| AFFO attributable to American Tower Corporation common stockholders | $ | 4,611.5 | $ | 4,516.7 | 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.
(3) 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.
(4) Includes (losses) gains on foreign currency exchange rate fluctuations of $(330.8) million and $449.4 million, respectively.
(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
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Preferred Distributions and the Stonepeak Common Dividend, (iii) increases in cash paid for income taxes and (iv) increases in capital improvement capital expenditures.
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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 | $ | 5,276.6 |
|---|---|---|
| Available under the 2021 Credit Facility | 2,396.6 | |
| Letters of credit | (33.9) | |
| Total available under credit facilities, net | 7,639.3 | |
| Cash and cash equivalents | 1,973.3 | |
| Total liquidity | $ | 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):
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Net cash provided by (used for): | ||||||
| Operating activities | $ | 4,722.4 | $ | 3,696.2 | ||
| Investing activities | (1,695.5) | (2,355.2) | ||||
| Financing activities | (3,097.4) | (1,423.2) | ||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | 23.2 | (120.4) | ||||
| Net decrease in cash and cash equivalents, and restricted cash | $ | (47.3) | $ | (202.6) |
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
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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) | $ | 849.3 |
|---|---|---|
| Ground lease purchases (2) | 154.0 | |
| Capital improvements and corporate expenditures (3) | 217.4 | |
| Redevelopment | 481.0 | |
| Start-up capital projects | 128.1 | |
| Total capital expenditures (4) | $ | 1,829.8 |
_______________
(1)Includes the construction of 3,198 communications sites globally and approximately $395 million of spend related to data center assets.
(2)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.
(3)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.
(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
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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) | $ | 790 | to | $ | 820 | |
|---|---|---|---|---|---|---|
| Ground lease purchases | 70 | to | 90 | |||
| Capital improvements and corporate expenditures | 165 | to | 175 | |||
| Redevelopment | 455 | to | 485 | |||
| Start-up capital projects | 65 | to | 85 | |||
| Total capital expenditures | $ | 1,545 | to | $ | 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 | $ | 1,293.6 | ||
| Proceeds from issuance of common stock, net | — | 2,291.7 | ||||
| Repayments of credit facilities, net | (2,563.8) | (860.0) | ||||
| Repayments of term loans | (1,500.0) | (3,000.0) | ||||
| Proceeds from issuance of securities in securitization transaction | 1,300.0 | — | ||||
| Repayments of securitized debt | (1,300.0) | — | ||||
| Repayments of senior notes (1) | (1,700.0) | (1,555.1) | ||||
| Contributions from noncontrolling interest holders (2) | 4.1 | 3,120.8 | ||||
| Distributions to noncontrolling interest holders | (46.5) | (10.9) | ||||
| Purchases of common stock | — | (18.8) | ||||
| Distributions paid on common stock | (2,949.3) | (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.
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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
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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 | Aggregate Principal Amount (in millions) | Issue Date and Interest Accrual Date | Maturity Date | Contractual Interest Rate | First Interest Payment | Interest Payments Due (1) | Par Call Date (2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.500% Notes | $ | 700.0 | March 3, 2023 | March 15, 2028 | 5.500 | % | September 15, 2023 | March 15 and September 15 | February 15, 2028 | ||||||||
| 5.650% Notes | $ | 800.0 | March 3, 2023 | March 15, 2033 | 5.650 | % | September 15, 2023 | March 15 and September 15 | December 15, 2032 | ||||||||
| 4.125% Notes (3) | $ | 652.1 | May 16, 2023 | May 16, 2027 | 4.125 | % | May 16, 2024 | May 16 | March 16, 2027 | ||||||||
| 4.625% Notes (3) | $ | 543.4 | May 16, 2023 | May 16, 2031 | 4.625 | % | May 16, 2024 | May 16 | February 16, 2031 | ||||||||
| 5.250% Notes | $ | 650.0 | May 25, 2023 | July 15, 2028 | 5.250 | % | January 15, 2024 | January 15 and July 15 | June 15, 2028 | ||||||||
| 5.550% Notes | $ | 850.0 | May 25, 2023 | July 15, 2033 | 5.550 | % | January 15, 2024 | January 15 and July 15 | April 15, 2033 | ||||||||
| 5.800% Notes | $ | 750.0 | September 15, 2023 | November 15, 2028 | 5.800 | % | May 15, 2024 | May 15 and November 15 | October 15, 2028 | ||||||||
| 5.900% Notes | $ | 750.0 | September 15, 2023 | November 15, 2033 | 5.900 | % | May 15, 2024 | May 15 and November 15 | 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
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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.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to July 1, 2026 and July 1, 2028, respectively;
ii.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 | 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 | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 Multicurrency Credit Facility | (2) | $ | 723.4 | July 1, 2026 | (3) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% | |
| 2021 Credit Facility | (4) | 1,603.4 | July 1, 2028 | (3) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% | ||
| 2021 Term Loan | (4) | 1,000.0 | January 31, 2027 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |||
| 2021 EUR Three Year Delayed Draw Term Loan | (5) | 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
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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):
| Amount Outstanding (INR) | Amount Outstanding (USD) | Interest Rate (Range) | Maturity Date (Range) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Working capital facilities (1) | — | $ | — | 8.33% - 9.30% | February 4, 2024 - October 23, 2024 |
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(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.
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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):
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
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(1) 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).
(2) 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
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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.
| Compliance Tests For The 12 Months Ended December 31, 2023 ($ in billions) | ||||||
|---|---|---|---|---|---|---|
| Ratio (1) | Additional Debt Capacity Under Covenants (2) | Capacity for Adjusted EBITDA Decrease Under Covenants (3) | ||||
| Consolidated Total Leverage Ratio | Total Debt to Adjusted EBITDA ≤ 6.00:1.00 | ~4.2 | ~0.7 | |||
| Consolidated Senior Secured Leverage Ratio | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | ~19.1 (4) | ~6.4 (4) |
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(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.
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| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During Year Ended December 31, 2023 | DSCR as of December 31, 2023 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) | ||
|---|---|---|---|---|---|---|---|---|
| Cash Trap DSCR | Amortization Period | |||||||
| (in millions) | (in millions) | (in millions) | ||||||
| 2015 Securitization | GTP Acquisition Partners | American Tower Secured Revenue Notes, Series 2015-2 | 1.30x, Tested Quarterly (2) | (3)(4) | $322.1 | 17.42x | $296.6 | $299.3 |
| 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 | 1.30x, Tested Quarterly (2) | (3)(5) | $547.2 | 6.87x | $502.0 | $515.5 |
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(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 2015-2 Notes or the Loan, as applicable.
(2) 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
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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
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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
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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
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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.
FY 2022 10-K MD&A
SEC filing source: 0001053507-23-000023.
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, fiber 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 98% of our total revenues for the year ended December 31, 2022 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 analysis and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
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The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, 2022:
| Number of Owned Towers | Number of Operated Towers (1) | Number of Owned DAS Sites | ||||||
|---|---|---|---|---|---|---|---|---|
| U.S. & Canada: | ||||||||
| Canada | 221 | — | — | |||||
| United States | 27,413 | 15,187 | 454 | |||||
| U.S. & Canada total | 27,634 | 15,187 | 454 | |||||
| Asia-Pacific: (2) | ||||||||
| Bangladesh | 481 | — | — | |||||
| India | 76,826 | — | 822 | |||||
| Philippines | 340 | — | — | |||||
| Asia-Pacific total | 77,647 | — | 822 | |||||
| Africa: | ||||||||
| Burkina Faso | 726 | — | — | |||||
| Ghana | 3,503 | 657 | 36 | |||||
| Kenya | 3,416 | — | 9 | |||||
| Niger | 860 | — | — | |||||
| Nigeria | 7,562 | — | — | |||||
| South Africa | 2,994 | — | — | |||||
| Uganda | 3,980 | — | 12 | |||||
| Africa total | 23,041 | 657 | 57 | |||||
| Europe: | ||||||||
| France | 3,943 | 303 | 8 | |||||
| Germany | 14,799 | — | — | |||||
| Poland | 57 | — | — | |||||
| Spain | 11,610 | — | 1 | |||||
| Europe total | 30,409 | 303 | 9 | |||||
| Latin America: | ||||||||
| Argentina | 497 | — | 11 | |||||
| Brazil | 20,644 | 2,043 | 121 | |||||
| Chile | 3,728 | — | 138 | |||||
| Colombia | 4,974 | — | 6 | |||||
| Costa Rica | 700 | — | 2 | |||||
| Mexico | 9,560 | 186 | 92 | |||||
| Paraguay | 1,447 | — | — | |||||
| Peru | 3,948 | 450 | 1 | |||||
| Latin America total | 45,498 | 2,679 | 371 |
_______________
(1)Approximately 95% 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 tenant leasing arrangements.
As of December 31, 2022, our property portfolio included 28 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.1 million NRSF of data center space, as detailed below:
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| Number of Data Centers | Total NRSF (1) | ||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| San Francisco Bay, CA | 8 | 940 | |||
| Los Angeles, CA | 3 | 670 | |||
| Northern Virginia, VA | 5 | 536 | |||
| New York, NY | 2 | 250 | |||
| Chicago, IL | 2 | 216 | |||
| Boston, MA | 1 | 143 | |||
| Denver, CO | 2 | 35 | |||
| Miami, FL | 2 | 47 | |||
| Orlando, FL | 1 | 126 | |||
| Atlanta, GA | 2 | 95 | |||
| Total | 28 | 3,058 |
_______________
(1)Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
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, 2022 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 the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or 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, 2022, we expect to generate over $62 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
Following the court rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by such court, we continue to experience 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, our largest customer 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 would instead continue to make partial payments.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India. As a result, we 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. We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million. We expect to periodically 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.
In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL. The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL. The issuance of the debentures is subject to certain conditions precedent, which may not be met.
As a result of the challenging business environment in India, we are exploring various strategic alternatives aimed at potentially reducing our exposure there, including the sale of an equity interest in our India operations to one or more private investors. Any such completed transaction could have a material impact on our financial statements and on our results of operations in the period in which any such transaction occurred. There can be no assurance that any such strategic alternative will be implemented and, if so implemented, as to the timing thereof, and any such proposed transaction would be subject to conditions, including regulatory approvals in India.
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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, 2022, churn was approximately 5% 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 for a period of several years 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.
We will continue to actively monitor the ongoing COVID-19 pandemic and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers and business partners.
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.
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:
•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
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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 India, the ongoing transition from 2G technology to 4G technology has included a period of carrier consolidation, whereby the number of carriers operating in the marketplace has been reduced through mergers, acquisitions and select carrier exits from the marketplace, which we believe is now substantially complete. We believe that this consolidation process has resulted in an industry structure that is more constructive for both the wireless carriers and communications infrastructure over the long-term.
In markets with rapidly evolving network technology, such as South Africa, Poland 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 4G 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 4G data networks to account for rapidly increasing wireless data usage among their
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customer base. With higher smartphone and advanced device penetration and significantly higher per capita data usage, carrier investment in networks is focused on 4G coverage and capacity, as well as the early stages of 5G deployment.
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 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, 2022, we grew our portfolio of communications real estate through the acquisition and construction of approximately 7,405 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) | 2022 | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|---|
| U.S. & Canada | 55 | 170 | 2,255 | ||||
| Asia-Pacific | 4,640 | 3,780 | 3,960 | ||||
| Africa | 1,680 | 2,355 | 1,540 | ||||
| Europe | 690 | 24,775 | 610 | ||||
| Latin America | 340 | 7,870 | 1,000 |
In 2021, we significantly grew our portfolio of data center facilities through the acquisition of over 20 data center facilities and related assets in the United States, including through the CoreSite Acquisition.
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.
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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); 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 and 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.
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Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
For a discussion of our 2021 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 25, 2022 (the “2021 Form 10-K”).
Years Ended December 31, 2022 and 2021
(in millions, except percentages)
Revenue
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 5,006.3 | $ | 4,920.2 | 2 | % | ||||||
| Asia-Pacific | 1,077.0 | 1,199.1 | (10) | |||||||||
| Africa | 1,192.5 | 1,005.5 | 19 | |||||||||
| Europe | 735.7 | 496.2 | 48 | |||||||||
| Latin America | 1,691.9 | 1,465.4 | 15 | |||||||||
| Data Centers | 766.6 | 23.2 | 3,204 | |||||||||
| Total property | 10,470.0 | 9,109.6 | 15 | |||||||||
| Services | 241.1 | 247.3 | (3) | |||||||||
| Total revenues | $ | 10,711.1 | $ | 9,356.9 | 14 | % |
Year ended December 31, 2022
U.S. & Canada property segment revenue growth of $86.1 million was attributable to:
• Tenant billings growth of $47.9 million, which was driven by:
◦$148.7 million due to colocations and amendments;
◦Partially offset by:
▪A decrease of $92.5 million resulting from churn in excess of contractual escalations (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA);
▪A decrease of $6.3 million from other tenant billings; and
▪A decrease of $2.0 million generated from newly acquired or constructed sites, which includes the impact of the disposition of certain operations acquired in connection with our acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”); and
▪An increase of $38.7 million in other revenue, which includes a $35.4 million increase due to straight-line accounting.
Segment revenue growth included a decrease of $0.5 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.
Asia-Pacific property segment revenue decrease of $122.1 million was attributable to:
• A decrease of $78.3 million in other revenue, primarily due to revenue reserves of $52.5 million related to the VIL Shortfall (as discussed above) and a decrease of $13.1 million due to straight-line accounting, primarily related to a write off of VIL balances; and
• A decrease of $21.3 million in pass-through revenue, primarily due to revenue reserves of $42.0 million related to the VIL Shortfall, partially offset by an increase in fuel prices;
• Partially offset by tenant billings growth of $39.6 million, which was driven by:
◦$35.8 million due to colocations and amendments; and
◦$23.3 million generated from newly acquired or constructed sites;
◦Partially offset by:
▪A decrease of $18.9 million resulting from churn in excess of contractual escalations; and
▪A decrease of $0.6 million from other tenant billings.
Segment revenue decline included a decrease of $62.1 million attributable to the negative impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).
Africa property segment revenue growth of $187.0 million was attributable to:
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• An increase of $185.3 million in pass-through revenue, primarily due to an increase in fuel prices;
• Tenant billings growth of $100.6 million, which was driven by:
◦$55.4 million due to colocations and amendments;
◦$44.0 million generated from newly acquired or constructed sites;
◦$1.0 million from contractual escalations, net of churn; and
◦$0.2 million from other tenant billings; and
• An increase of $26.2 million in other revenue, which includes an increase due to straight-line accounting and a decrease in revenue reserves.
Segment revenue growth included a decrease of $125.1 million attributable to the impact of foreign currency translation, which included, among others, negative impacts of $69.1 million related to fluctuations in Ghanaian Cedi, $17.8 million related to fluctuations in South African Rand, $14.2 million related to fluctuations in Nigerian Naira, $10.3 million related to fluctuations in West African CFA Franc and $9.3 million related to fluctuations in Kenyan Shilling.
Europe property segment revenue growth of $239.5 million was attributable to:
• Tenant billings growth of $185.7 million, which was driven by:
◦$158.1 million generated from newly acquired or constructed sites, primarily attributable to our transaction with Telxius Telecom, S.A. (“Telxius,” and the acquisition, the “Telxius Acquisition”) and our agreements with Orange S.A. (“Orange”);
◦$14.9 million from contractual escalations, net of churn; and
◦$12.7 million due to colocations and amendments;
• An increase of $121.3 million in pass-through revenue, primarily attributable to the Telxius Acquisition; and
• An increase of $1.1 million in other revenue.
Segment revenue growth included a decrease of $68.6 million, primarily attributable to the negative impact of foreign currency translation related to fluctuations in Euro (“EUR”).
Latin America property segment revenue growth of $226.5 million was attributable to:
• Tenant billings growth of $107.4 million, which was driven by:
◦$38.5 million from contractual escalations, net of churn;
◦$35.4 million due to colocations and amendments;
◦$31.7 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition; and
◦$1.8 million from other tenant billings;
• An increase of $65.5 million in pass-through revenue, primarily attributable to the Telxius Acquisition and increased pass-through ground rent costs in Brazil; and
• An increase of $49.4 million in other revenue primarily as a result of tenant settlements in Mexico.
Segment revenue growth included an increase of $4.2 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $26.3 million related to fluctuations in Brazilian Real and $4.2 million related to fluctuations in Mexican Peso, partially offset by negative impacts of $13.8 million related to fluctuations in Colombian Peso and $13.3 million related to fluctuations in Chilean Peso.
Data Centers segment revenue growth was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
Services segment revenue decrease of $6.2 million was primarily attributable to a decrease in site application, zoning, permitting and structural analysis services, partially offset by an increase in construction management services.
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Gross Margin
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 4,160.9 | $ | 4,066.7 | 2 | % | ||||||
| Asia-Pacific | 379.4 | 474.8 | (20) | |||||||||
| Africa | 747.4 | 659.4 | 13 | |||||||||
| Europe | 416.1 | 302.2 | 38 | |||||||||
| Latin America | 1,165.2 | 1,007.1 | 16 | |||||||||
| Data Centers | 444.6 | 14.1 | 3,053 | |||||||||
| Total property | 7,313.6 | 6,524.3 | 12 | |||||||||
| Services | 133.7 | 150.6 | (11) | % |
Year ended December 31, 2022
•The increase in U.S. & Canada property segment gross margin was primarily attributable to the increase in revenue described above and a decrease in direct expenses of $8.1 million.
•The decrease in Asia-Pacific property segment gross margin was primarily attributable to the decrease in revenue described above and an increase in direct expenses of $15.8 million due to an increase in costs associated with pass-through revenue, including fuel costs. Direct expenses also benefited by $42.5 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 $147.8 million due to an increase in costs associated with pass-through revenue, including fuel costs. Direct expenses also benefited by $48.8 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, partially offset by an increase in direct expenses of $153.8 million, primarily due to the Telxius Acquisition. Direct expenses also benefited by $28.2 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 $70.0 million, primarily due to higher ground rent costs, including as a result of the Telxius Acquisition. Direct expenses also benefited by $1.6 million from the impact of foreign currency translation.
•The increase in Data Centers segment gross margin was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
•The decrease in Services segment gross margin was primarily due to the decrease in revenue described above and an increase in direct expenses of $10.7 million, primarily attributable to construction management services.
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Selling, General, Administrative and Development Expense (“SG&A”)
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 183.2 | $ | 176.9 | 4 | % | ||||||
| Asia-Pacific | 69.1 | 73.1 | (5) | |||||||||
| Africa | 80.0 | 72.3 | 11 | |||||||||
| Europe | 52.4 | 42.1 | 24 | |||||||||
| Latin America | 107.6 | 104.1 | 3 | |||||||||
| Data Centers | 63.9 | 5.9 | 983 | |||||||||
| Total property | 556.2 | 474.4 | 17 | |||||||||
| Services | 22.3 | 16.2 | 38 | |||||||||
| Other | 393.8 | 321.0 | 23 | |||||||||
| Total selling, general, administrative and development expense | $ | 972.3 | $ | 811.6 | 20 | % |
Year Ended December 31, 2022
•The increases in our U.S. & Canada and Europe property segment SG&A and Services segment SG&A were primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition in Europe.
•The decrease in our Asia-Pacific property segment SG&A was primarily driven by decreased personnel costs, partially offset by a net increase in bad debt expense of $4.2 million. For the year ended December 31, 2022, the impact of the VIL Shortfall is reflected in revenue reserves as described above.
•The increase in our Africa property segment SG&A was primarily driven by increased personnel costs to support our business and higher canceled construction costs.
•The increase in our Latin America property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition, partially offset by a decrease in bad debt expense of $11.0 million.
•The increase in our Data Centers segment SG&A was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
•The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $49.8 million, including expense associated with certain equity awards related to the CoreSite Acquisition, and an increase in corporate SG&A, including an increase in personnel costs to support our business.
Operating Profit
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada | $ | 3,977.7 | $ | 3,889.8 | 2 | % | ||||||
| Asia-Pacific | 310.3 | 401.7 | (23) | |||||||||
| Africa | 667.4 | 587.1 | 14 | |||||||||
| Europe | 363.7 | 260.1 | 40 | |||||||||
| Latin America | 1,057.6 | 903.0 | 17 | |||||||||
| Data Centers | 380.7 | 8.2 | 4,543 | |||||||||
| Total property | 6,757.4 | 6,049.9 | 12 | |||||||||
| Services | 111.4 | 134.4 | (17) | % |
Year Ended December 31, 2022
•The increases in operating profit for our U.S. & Canada, Africa, Europe and Latin America property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.
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•The decrease in operating profit for our Asia-Pacific property segment was primarily attributable to a decrease in our segment gross margin, which was impacted by the VIL Shortfall, partially offset by a decrease in our segment SG&A.
•The increase in operating profit for our Data Centers segment was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
•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
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Depreciation, amortization and accretion | $ | 3,355.1 | $ | 2,332.6 | 44 | % |
The increase in depreciation, amortization and accretion expense for the year ended December 31, 2022 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, including due to the Telxius Acquisition and the CoreSite Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.
Other Operating Expenses
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Other operating expenses | $ | 767.6 | $ | 398.7 | 93 | % |
The increase in other operating expenses for the year ended December 31, 2022 was primarily attributable to an increase in impairment charges of $482.2 million, partially offset by a decrease in integration and acquisition related costs, including pre-acquisition contingencies and settlements, of $122.9 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 Asia-Pacific property segment 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. The year ended December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition.
Total Other Expense
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Total other expense | $ | 631.6 | $ | 302.6 | 109 | % |
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, 2022 was due to an increase in net interest expense of $234.4 million, primarily due to increases in our weighted average interest rate and our average debt outstanding, and a decrease in foreign currency gains of $108.5 million, partially offset by a decrease in loss on retirement of long-term obligations of $37.8 million, primarily attributable to the repayment of all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”) and repayment of our 4.70% senior unsecured notes due 2022 (the “4.70% Notes”) in the prior-year period.
Income Tax Provision
| Year Ended December 31, | Percent Change 2022 vs 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||
| Income tax provision | $ | 24.0 | $ | 261.8 | (91) | % | |||||||
| Effective tax rate | 1.4 | % | 9.3 | % |
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, 2022 and 2021 differs from the federal statutory rate.
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The decrease in the income tax provision for the year ended December 31, 2022 was primarily attributable to a reduction in taxable income due to impairment charges in India and the release of valuation allowances in certain jurisdictions. The decrease in the income tax provision for the year ended December 31, 2022 included the reversal of valuation allowances of $76.5 million in certain jurisdictions, as compared to a reversal of $26.2 million for the year ended December 31, 2021. These valuation allowance reversals were recognized as a reduction to the income tax provision as the net related deferred tax assets were deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.
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
| Year Ended December 31, | Percent Change 2022 vs 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||
| Net income | $ | 1,696.7 | $ | 2,567.6 | (34) | % | |||||||
| Income tax provision | 24.0 | 261.8 | (91) | ||||||||||
| Other income | (433.7) | (566.1) | (23) | ||||||||||
| Loss on retirement of long-term obligations | 0.4 | 38.2 | (99) | ||||||||||
| Interest expense | 1,136.5 | 870.9 | 30 | ||||||||||
| Interest income | (71.6) | (40.4) | 77 | ||||||||||
| Other operating expenses | 767.6 | 398.7 | 93 | ||||||||||
| Depreciation, amortization and accretion | 3,355.1 | 2,332.6 | 44 | ||||||||||
| Stock-based compensation expense | 169.3 | 119.5 | 42 | ||||||||||
| Adjusted EBITDA | $ | 6,644.3 | $ | 5,982.8 | 11 | % |
| Year Ended December 31, | Percent Change 2022 vs 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Net income | $ | 1,696.7 | $ | 2,567.6 | (34) | % | ||||||
| Real estate related depreciation, amortization and accretion | 3,108.9 | 2,093.5 | 49 | |||||||||
| Losses from sale or disposal of real estate and real estate related impairment charges (1) | 684.3 | 197.7 | 246 | |||||||||
| Dividends to noncontrolling interests (2) | (22.2) | (2.6) | 754 | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | (188.2) | (102.9) | 83 | |||||||||
| Nareit FFO attributable to American Tower Corporation common stockholders | $ | 5,279.5 | $ | 4,753.3 | 11 | |||||||
| Straight-line revenue | (499.8) | (465.6) | 7 | |||||||||
| Straight-line expense | 39.6 | 52.7 | (25) | |||||||||
| Stock-based compensation expense | 169.3 | 119.5 | 42 | |||||||||
| Deferred portion of income tax and other income tax adjustments | (298.3) | 36.6 | (915) | |||||||||
| GTP one-time cash tax settlement (3) | 48.3 | — | 100 | |||||||||
| Non-real estate related depreciation, amortization and accretion | 246.2 | 239.1 | 3 | |||||||||
| Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges | 47.5 | 40.1 | 18 | |||||||||
| Other income (4) | (433.7) | (566.1) | (23) | |||||||||
| Loss on retirement of long-term obligations | 0.4 | 38.2 | (99) | |||||||||
| Other operating expenses (5) | 83.3 | 201.0 | (59) | |||||||||
| Capital improvement capital expenditures | (176.2) | (170.4) | 3 | |||||||||
| Corporate capital expenditures | (9.4) | (8.0) | 18 | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | 188.2 | 102.9 | 83 | |||||||||
| Consolidated AFFO | $ | 4,684.9 | $ | 4,373.3 | 7 | % | ||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests (6) | (168.2) | (96.8) | 74 | % | ||||||||
| AFFO attributable to American Tower Corporation common stockholders | $ | 4,516.7 | $ | 4,276.5 | 6 | % |
_______________
(1) Included in these amounts are impairment charges of $655.9 million and $173.7 million for the years ended December 31, 2022 and 2021, respectively.
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(2) For the year ended December 31, 2022, includes $16.7 million of distributions related to the outstanding Stonepeak mandatorily convertible preferred equity and dividends of $5.5 million paid to PGGM.
(3) 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.
(4) Includes gains on foreign currency exchange rate fluctuations of $449.4 million and $557.9 million, respectively.
(5) Primarily includes acquisition-related costs and integration 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, 2022
The decrease in net income was primarily due to (i) an increase in depreciation, amortization and accretion expense, (ii) an increase in other operating expense, including an increase in impairment charges of $482.2 million, (iii) an increase in interest expense and (iv) a decrease in gains on foreign currency exchange rate fluctuations, partially offset by (a) an increase in our operating profit and (b) a decrease in the income tax provision. Net income for the year ended December 31, 2021 included a loss on retirement of long-term obligations of $25.7 million, attributable to the repayment of the InSite Debt and the 4.70% Notes.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and was partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $110.9 million.
The increases in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders was primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by (i) increases in cash paid for taxes and cash paid for interest, (ii) an increase in dividends to noncontrolling interests, including $16.7 million of distributions payable related to the outstanding Stonepeak mandatorily convertible preferred equity, and (iii) an increase in capital improvement capital expenditures. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by changes in noncontrolling interests held in Data Centers, Europe and Asia-Pacific since the beginning of the prior-year period.
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Liquidity and Capital Resources
For a discussion of our 2021 Liquidity and Capital Resources, including a discussion of cash flows for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020, refer to Part I, Item 7 of the 2021 Form 10-K.
Overview
During the year ended December 31, 2022, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. Our significant 2022 financing transactions included:
•Repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”).
•Redemption of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity.
•Registered public offering in an aggregate amount of $1.3 billion of senior unsecured notes with maturities in 2027 and 2032.
•Registered public offering of 9,185,000 shares of our common stock for aggregate net proceeds of $2.3 billion.
•The Stonepeak Transaction (as defined and further discussed below) pursuant to which we received an aggregate amount of approximately $3.1 billion.
•Repayment of all amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below).
The following table summarizes our liquidity as of December 31, 2022 (in millions):
| Available under the 2021 Multicurrency Credit Facility | $ | 2,211.3 |
|---|---|---|
| Available under the 2021 Credit Facility | 2,920.0 | |
| Letters of credit | (34.4) | |
| Total available under credit facilities, net | 5,096.9 | |
| Cash and cash equivalents | 2,028.4 | |
| Total liquidity | $ | 7,125.3 |
Subsequent to December 31, 2022, we made additional net borrowings of $895.0 million under the 2021 Credit Facility (as defined below) and $655.0 million under the 2021 Multicurrency Credit Facility (as defined below). The borrowings were used to repay existing indebtedness and for general corporate purposes.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Net cash provided by (used for): | ||||||
| Operating activities | $ | 3,696.2 | $ | 4,819.9 | ||
| Investing activities | (2,355.2) | (20,692.2) | ||||
| Financing activities | (1,423.2) | 16,424.5 | ||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | (120.4) | (70.3) | ||||
| Net (decrease) increase in cash and cash equivalents, and restricted cash | $ | (202.6) | $ | 481.9 |
We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site 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 as a REIT under the Code. We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
In July 2022, in connection with the funding of the CoreSite Acquisition, we entered into an agreement pursuant to which certain investment vehicles affiliated with Stonepeak acquired a noncontrolling ownership interest in our 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 and mandatorily convertible preferred equity.
In October 2022, we entered into an agreement with Stonepeak for Stonepeak to acquire additional common equity and mandatorily preferred equity interests in our U.S. data center business for total aggregate consideration of $570.0 million. The transaction was completed in October 2022. We expect to pay distributions related to the outstanding common equity and mandatorily convertible preferred equity.
As of December 31, 2022, we hold a common equity interest of approximately 72% in our U.S. data center business, with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily convertible
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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, we 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.
As of December 31, 2022, we had total outstanding indebtedness of $38.9 billion, with a current portion of $4.5 billion. During the year ended December 31, 2022, 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, 2023, together with our borrowing capacity under our credit facilities, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
As of December 31, 2022, we had $1.8 billion of cash and cash equivalents held by our foreign subsidiaries. As of December 31, 2022, we had $244.6 million of cash and cash equivalents held by our joint ventures, of which $223.7 million was held by our foreign joint ventures. While certain subsidiaries may pay us interest or principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs. 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, 2022, cash provided by operating activities decreased $1,123.7 million as compared to the year ended December 31, 2021. The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2021, include:
•A decrease in unearned revenue due to advance payments from a customer during the year ended December 31, 2021;
•An increase in cash required for working capital, primarily as a result of an increase in prepaid and other assets and a decrease in accounts payable;
•An increase of approximately $297.4 million in cash paid for interest; and
•An increase of approximately $97.1 million in cash paid for taxes.
Cash Flows from Investing Activities
Our significant investing activities during the year ended December 31, 2022 are highlighted below:
•We spent approximately $549.0 million for acquisitions, including payments made for acquisitions completed in 2021.
•We spent $1.9 billion for capital expenditures, as follows (in millions):
| Discretionary capital projects (1) | $ | 865.8 |
|---|---|---|
| Ground lease purchases (2) | 195.7 | |
| Capital improvements and corporate expenditures (3) | 185.6 | |
| Redevelopment | 398.2 | |
| Start-up capital projects | 257.2 | |
| Total capital expenditures (4) | $ | 1,902.5 |
_______________
(1)Includes the construction of 6,890 communications sites globally and approximately $330 million of spend related to data center assets.
(2)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 our consolidated statements of cash flows.
(3)Includes $6.7 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.
(4)Net of purchase credits of $14.5 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
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expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
We expect that our 2023 total capital expenditures will be as follows (in millions):
| Discretionary capital projects (1) | $ | 785 | to | $ | 815 | |
|---|---|---|---|---|---|---|
| Ground lease purchases | 85 | to | 105 | |||
| Capital improvements and corporate expenditures | 175 | to | 185 | |||
| Redevelopment | 485 | to | 515 | |||
| Start-up capital projects | 120 | to | 140 | |||
| Total capital expenditures | $ | 1,650 | to | $ | 1,760 |
_______________
(1) Includes the construction of approximately 3,450 to 4,550 communications sites globally and approximately $360 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, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Proceeds from issuance of senior notes, net | $ | 1,293.6 | $ | 6,761.6 | ||
| Proceeds from issuance of common stock, net | 2,291.7 | 2,361.8 | ||||
| (Repayments of) proceeds from credit facilities, net | (860.0) | 3,691.8 | ||||
| Proceeds from term loans | — | 7,347.0 | ||||
| Repayments of term loans | (3,000.0) | (2,529.8) | ||||
| Repayments of securitized debt (1) | — | (763.5) | ||||
| Repayments of senior notes (2) | (1,555.1) | (700.0) | ||||
| Contributions from noncontrolling interest holders (3) | 3,120.8 | 3,078.2 | ||||
| Distributions to noncontrolling interest holders (4) | (10.9) | (223.2) | ||||
| Purchases of redeemable noncontrolling interests (5) | — | (175.7) | ||||
| Purchases of common stock | (18.8) | — | ||||
| Distributions paid on common stock | (2,630.4) | (2,271.0) |
_______________
(1)During the year ended December 31, 2021, we repaid all amounts outstanding under the InSite Debt.
(2)Includes the CoreSite Debt, which, as of December 31, 2021, included $875.0 million aggregate principal amount and a fair value adjustment of $80.1 million. During the year ended December 31, 2022, we repaid all amounts outstanding under the CoreSite Debt.
(3)For the year ended December 31, 2022, includes approximately $3.1 billion of contributions received from Stonepeak in connection with the Stonepeak Transaction. For the year ended December 31, 2021, includes $3.1 billion of contributions received from 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”), for CDPQ and Allianz to acquire noncontrolling interests in subsidiaries whose holdings consist of our operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (the “ATC Europe Transactions”).
(4)For the year ended December 31, 2021, includes $214.9 million of cash consideration paid to PGGM in connection with the reorganization of our subsidiaries in Europe.
(5)For the year ended December 31, 2021, includes the redemption of our minority interest in ATC TIPL for total consideration of INR 12.9 billion (approximately $173.2 million at the date of redemption). During the year ended December 31, 2021 we also liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption).
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Senior Notes
Repayments of Senior Notes
Repayment of 2.250% Senior Notes—On January 14, 2022, we repaid $600.0 million aggregate principal amount of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity. The 2.250% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 2.250% Notes remained outstanding.
Repayment of 3.50% Senior Notes—On January 31, 2023, we repaid $1.0 billion aggregate principal amount of our 3.50% senior unsecured notes due 2023 (the “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.
Offering of Senior Notes
3.650% Senior Notes and 4.050% Senior Notes Offering—On April 1, 2022, we completed a registered public offering of $650.0 million aggregate principal amount of 3.650% senior unsecured notes due 2027 (the “3.650% Notes”) and $650.0 million aggregate principal amount of 4.050% senior unsecured notes due 2032 (the “4.050% Notes” and, together with the 3.650% Notes, the “Notes”). The net proceeds from this offering were approximately $1,282.6 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 USD 364-Day Delayed Draw Term Loan.
The key terms of the Notes are as follows:
| Senior Notes | Aggregate Principal Amount (in millions) | Issue Date and Interest Accrual Date | Maturity Date | Contractual Interest Rate | First Interest Payment | Interest Payments Due (1) | Par Call Date (2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3.650% Notes | $ | 650.0 | April 1, 2022 | March 15, 2027 | 3.650 | % | September 15, 2022 | March 15 and September 15 | February 15, 2027 | ||||||||
| 4.050% Notes | $ | 650.0 | April 1, 2022 | March 15, 2032 | 4.050 | % | September 15, 2022 | March 15 and September 15 | December 15, 2031 |
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(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.
(2)We 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 we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.
If we undergo a change of control and corresponding ratings decline, each as defined in the supplemental indenture for the Notes, we may be required to repurchase all of the 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 our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.
The 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 supplemental indenture.
Repayment of CoreSite Debt—On January 7, 2022, we repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $962.9 million, including $80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
Bank Facilities
2021 Multicurrency Credit Facility—As of December 31, 2022, we had the ability to borrow up to $6.0 billion under our $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021 (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, 2022, we borrowed an aggregate of $850.0 million and repaid an aggregate of $1.4 billion of revolving indebtedness under the 2021 Multicurrency Credit Facility. We used the borrowings to repay outstanding indebtedness, including the CoreSite Debt, and for general corporate purposes.
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2021 Credit Facility—As of December 31, 2022, we had the ability to borrow up to $4.0 billion under our $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021 (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, 2022, we borrowed an aggregate of $3.3 billion and repaid an aggregate of $3.7 billion of revolving indebtedness under the 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes.
Repayments under the 2021 USD 364-Day Delayed Draw Term Loan—On April 6, 2022, we repaid $100.0 million of indebtedness under our $3.0 billion unsecured term loan entered into in December 2021 (the “2021 USD 364-Day Delayed Draw Term Loan”) using proceeds from the issuance of the 3.650% Notes and the 4.050% Notes and cash on hand. On June 10, 2022, we repaid $2.3 billion of indebtedness under the 2021 USD 364-Day Delayed Draw Term Loan using proceeds from the June 2022 common stock offering (as further discussed in note 14) and cash on hand. On August 11, 2022, we repaid all remaining amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan using proceeds from the initial closing of the Stonepeak Transaction.
As of December 31, 2022, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, our $1.0 billion unsecured term loan, as amended and restated in December 2021 (the “2021 Term Loan”), our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) and our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”) were as follows:
| Bank Facility | Outstanding Principal Balance | Maturity Date | LIBOR or EURIBOR borrowing interest rate range (1) | Base rate borrowing interest rate range (1) | Current margin over LIBOR or EURIBOR and the base rate, respectively | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 Multicurrency Credit Facility | (2) | $ | 3,788.7 | June 30, 2025 | (3) | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |
| 2021 Credit Facility | (4) | 1,080.0 | January 31, 2027 | (3) | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | ||
| 2021 Term Loan | (4) | 1,000.0 | January 31, 2027 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |||
| 2021 EUR Three Year Delayed Draw Term Loan | (5) | 883.2 | May 28, 2024 | 0.875% - 1.625% | 0.000% - 0.625% | 1.125% and 0.125% | |||
| 2021 USD Two Year Delayed Draw Term Loan | (4) | 1,500.0 | December 28, 2023 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% |
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(1)Represents interest rate above LIBOR for LIBOR based borrowings, interest rate above Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2)Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
(3)Subject to two optional renewal periods.
(4)Currently borrowed at LIBOR.
(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 0.300% 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, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan do not require amortization of principal 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, LIBOR or EURIBOR as the applicable base rate for borrowings under these bank facilities.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two 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 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.
Nigeria Letters of Credit—During the year ended December 31, 2022, we drew on letters of credit in Nigeria (the “Nigeria Letters of Credit”). The drawn amounts bear interest at a rate equal to the Secured Overnight Financing Rate at the time of drawing plus a spread. Amounts are due 270 days from the date of drawing. As of December 31, 2022, we had $16.2 million outstanding under the drawn Nigeria Letters of Credit.
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India Indebtedness
India Working Capital Facilities—The India indebtedness includes 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. As of December 31, 2022, we have not borrowed under these facilities.
Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2022 (in millions, except percentages):
| Amount Outstanding (INR) | Amount Outstanding (USD) | Interest Rate (Range) | Maturity Date (Range) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Working capital facilities (1) | — | $ | — | 8.03% - 8.80% | February 4, 2023 - October 22, 2023 |
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(1) 7.9 billion INR ($95.6 million) of borrowing capacity as of December 31, 2022. We have 0.2 billion INR (approximately $2.6 million) of of bank guarantees outstanding included within the overall borrowing capacity.
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.
Stock Repurchase Programs— We have two stock repurchase programs, the 2011 Buyback and the 2017 Buyback.
During the year ended December 31, 2022, we repurchased 90,042 shares of our common stock under the 2011 Buyback for an aggregate of $18.8 million, including commissions and fees. We had no repurchases under the 2017 Buyback.
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, 2022, we received an aggregate of $32.4 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
2020 “At the Market” Stock Offering Program—In August 2020, we established an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of December 31, 2022, we have not sold any shares of common stock under the 2020 ATM Program.
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Common Stock Offering—On June 7, 2022, we completed a registered public offering of 9,185,000 shares of our common stock, par value $0.01 per share, (which includes the full exercise of the underwriters’ over-allotment option) at $256.00 per share. Aggregate net proceeds from this offering were approximately $2.3 billion after deducting underwriting discounts and estimated offering expenses. We used the net proceeds to repay existing indebtedness under the 2021 USD 364-Day Delayed Draw Term Loan.
Future Financing Transactions—We regularly consider various options to access the capital markets, subject to market conditions, to meet our funding needs. Such capital raising alternatives, in addition to those noted above including the 2020 ATM Program, may include additional senior note 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 $14.5 billion to our common stockholders, including the dividend paid in February 2023, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors 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 of Directors may deem relevant.
During the year ended December 31, 2022, we paid $5.69 per share, or $2.6 billion, to common stockholders of record. In addition, we declared a distribution of $1.56 per share, or $726.3 million, paid on February 2, 2023 to our common stockholders of record at the close of business on December 28, 2022.
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 $17.0 million and $12.8 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, we paid $6.9 million of distributions upon the vesting of restricted stock units.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2022, 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, 2022 (in millions):
| 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt obligations (1) | $ | 4,514.2 | $ | 3,038.6 | $ | 7,501.3 | $ | 3,336.6 | $ | 5,969.2 | $ | 14,541.9 | $ | 38,901.8 | |||||||||||||
| Operating lease obligations (2) | 1,165.6 | 1,064.6 | 1,007.4 | 947.9 | 886.6 | 6,319.8 | 11,391.9 |
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(1) 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).
(2) 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 2023 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 of Directors.
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, 2022, the estimated undiscounted future cash outlay for asset retirement obligations was $4.2 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.
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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 2022 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 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—The loan agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain 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 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, 2022, we were in compliance with each of these covenants.
| Compliance Tests For The 12 Months Ended December 31, 2022 ($ in billions) | ||||||
|---|---|---|---|---|---|---|
| Ratio (1) | Additional Debt Capacity Under Covenants (2) | Capacity for Adjusted EBITDA Decrease Under Covenants (3) | ||||
| Consolidated Total Leverage Ratio | Total Debt to Adjusted EBITDA ≤ 7.50:1.00 | ~11.5 | ~1.5 | |||
| Consolidated Senior Secured Leverage Ratio | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | ~17.7 (4) | ~5.9 |
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(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.
Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan, the Telxius Acquisition and the CoreSite Acquisition were designated as a Qualified Acquisitions, whereby our Total Debt to Adjusted EBITDA ratio was adjusted to not exceed 7.50 to 1.00 for four full fiscal quarters following consummation of such acquisitions, which lasted until the quarter ended December 31, 2022. Subsequent to December 31, 2022, our Total Debt to Adjusted EBITDA ratio stepped back down to not exceed 6.00 to 1.00. The loan agreements for our credit facilities 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 loan agreements for our credit facilities could not only prevent us from being able to borrow additional funds under these 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 loan agreements for these credit facilities 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 loan agreement related to the Trust Securitizations include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, 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 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 nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the
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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 the Trust Securitizations (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 payment of 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 such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of December 31, 2022, $78.4 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.
| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During Year Ended December 31, 2022 | DSCR as of December 31, 2022 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) | ||
|---|---|---|---|---|---|---|---|---|
| Cash Trap DSCR | Amortization Period | |||||||
| (in millions) | (in millions) | (in millions) | ||||||
| 2015 Securitization | GTP Acquisition Partners | American Tower Secured Revenue Notes, Series 2015-2 | 1.30x, Tested Quarterly (2) | (3)(4) | $387.1 | 16.53x | $280.2 | $283.0 |
| Trust Securitizations | AMT Asset Subs | Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R | 1.30x, Tested Quarterly (2) | (3)(5) | $598.1 | 10.20x | $531.7 | $540.7 |
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(1) Based on the net cash flow of the applicable issuer or borrower as of December 31, 2022 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
(2) Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, 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.
(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 such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such 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 such 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 such notes.
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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 3,516 communications sites that secure the Series 2015-2 Notes or the 5,102 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.
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 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,” extreme market volatility and disruption caused by the COVID-19 pandemic 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, 2022. 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 March 2020, and again in July 2021 with respect to the total charges, that may have a material financial impact on certain of our customers and could affect their ability to perform their obligations under
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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 change in the definition of AGR on a prospective basis. In the third quarter of 2022, our largest customer 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 would instead continue to make partial payments. As a result, we 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. We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
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. The carrying value of tenant-related intangible assets in India was $379.5 million as of December 31, 2022, which represents 3% of our consolidated balance of $13.1 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 $905.8 million and $266.7 million, respectively, as of December 31, 2022, which represent 10% and 8% of our consolidated balances of $8.8 billion and $3.5 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.
During the year ended December 31, 2022, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount. The fair value of our India reporting unit, which is based on the present value of forecasted future value cash flows (the income approach), exceeded the carrying value by approximately 24%. Key assumptions include future revenue growth rates and operating margins, capital expenditures, terminal period growth rate and the weighted-average cost of capital, which were determined considering historical data and current assumptions, including uncertainty with respect to amounts owed from VIL (discussed above). For this reporting unit, we performed a sensitivity analysis on our significant assumptions and determined that a (i) 5% reduction of projected revenues, (ii) 229 basis point increase in the weighted-average cost of capital or (iii) 200% reduction in terminal revenue growth rate, individually, each of which we determined to be reasonable, would impact our conclusion that the fair value of the India reporting unit exceeds its carrying value. 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.”
•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 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
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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, 2022, 2021 and 2020 were $499.8 million, $465.6 million and $322.0 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.
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 46% 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 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
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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.
FY 2021 10-K MD&A
SEC filing source: 0001053507-22-000017.
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.
During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment. The Data Centers segment is included within our property operations. We will now 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. We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments. This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods. Historical financial information included in this Annual Report has not been adjusted as the amounts attributable to data center assets were insignificant as prior to to the fourth quarter of 2021, we owned one data center.
In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 21 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, fiber 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 97% of our total revenues for the year ended December 31, 2021 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 and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
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The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, 2021:
| Number of Owned Towers | Number of Operated Towers (1) | Number of Owned DAS Sites | ||||||
|---|---|---|---|---|---|---|---|---|
| U.S. & Canada: | ||||||||
| Canada | 218 | — | — | |||||
| United States | 27,276 | 15,363 | 451 | |||||
| U.S. & Canada total | 27,494 | 15,363 | 451 | |||||
| Asia-Pacific: (2) | ||||||||
| Bangladesh | 120 | — | — | |||||
| India | 74,596 | — | 912 | |||||
| Philippines | 97 | — | — | |||||
| Asia-Pacific total | 74,813 | — | 912 | |||||
| Africa: | ||||||||
| Burkina Faso | 707 | — | — | |||||
| Ghana | 3,384 | 661 | 28 | |||||
| Kenya | 2,997 | — | 9 | |||||
| Niger | 754 | — | — | |||||
| Nigeria | 6,980 | — | — | |||||
| South Africa | 2,923 | — | — | |||||
| Uganda | 3,710 | — | 12 | |||||
| Africa total | 21,455 | 661 | 49 | |||||
| Europe: | ||||||||
| France | 3,444 | 310 | 9 | |||||
| Germany | 14,739 | — | — | |||||
| Poland | 49 | — | — | |||||
| Spain | 11,490 | — | — | |||||
| Europe total | 29,722 | 310 | 9 | |||||
| Latin America: | ||||||||
| Argentina | 487 | — | 11 | |||||
| Brazil | 20,732 | 2,083 | 109 | |||||
| Chile | 3,737 | — | 137 | |||||
| Colombia | 4,982 | — | 6 | |||||
| Costa Rica | 690 | — | 2 | |||||
| Mexico | 9,845 | 186 | 92 | |||||
| Paraguay | 1,443 | — | — | |||||
| Peru | 3,900 | 450 | — | |||||
| Latin America total | 45,816 | 2,719 | 357 |
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(1)Approximately 95% 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, which provides recurring cash flow through tenant leasing arrangements.
In January 2021, we entered into the Telxius Acquisition, pursuant to which we 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), subject to certain adjustments. We completed the acquisition of nearly 27,000 communications sites in June 2021 and acquired the approximately 4,000 remaining communications sites in Germany in August 2021, for total consideration of approximately 7.9 billion EUR (approximately $9.6 billion as of the closing dates), subject to certain post-closing adjustments.
In December 2021, we completed the CoreSite Acquisition, through which we acquired over 20 data center facilities and related assets in eight United States markets, for total consideration of $10.4 billion, including the assumption and repayment of CoreSite’s existing debt.
As of December 31, 2021, our property portfolio included 27 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.1 million NRSF of data center space, as detailed below:
| Number of Data Centers | Total NRSF (1) | ||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| San Francisco Bay, CA | 8 | 940 | |||
| Los Angeles, CA | 3 | 686 | |||
| Northern Virginia, VA | 5 | 536 | |||
| New York, NY | 2 | 203 | |||
| Chicago, IL | 2 | 233 | |||
| Boston, MA | 1 | 143 | |||
| Denver, CO | 2 | 35 | |||
| Miami, FL | 1 | 30 | |||
| Orlando, FL | 1 | 129 | |||
| Atlanta, GA | 2 | 128 | |||
| Total | 27 | 3,063 |
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(1)Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
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, 2021 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 the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or 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, 2021, we expect to generate over $61 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
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, 2021, churn was approximately 4% of our tenant billings.
Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our Asia-Pacific property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites. For the year ended December 31, 2021, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit, although overall churn rates in India remained elevated relative to historical levels.
We anticipate that our churn rate in India will moderate over time and result in reduced impacts on our property revenue, gross margin and operating profit. In the immediate term, we believe that our churn rate may remain elevated as our tenants in India evaluate how best to comply with the recent court rulings by the Supreme Court of India and determine their obligations under payment plans for the AGR fees and charges prescribed by such court, as further discussed in Item 1A of this Annual Report under the caption “Risk Factors—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.” We expect to periodically 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, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”
Additionally, we expect that our churn rate in our U.S. & Canada property segment will remain elevated for a period of several years 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.
As further set forth in Item 1A of this Annual Report under the caption “Risk Factors,” the ongoing COVID-19 pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our customers and the demand for our communications infrastructure in the United States and globally. We have taken a variety of actions to ensure the continued availability of our communications infrastructure assets, while ensuring the safety and security of our employees, customers,
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vendors and surrounding communities. These measures include providing support for our customers remotely, supporting continued work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers and business partners.
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 growth attributable to increased customer demand for space, power and 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.
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:
•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
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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 India, the ongoing transition from 2G technology to 4G technology has included a period of carrier consolidation, whereby the number of carriers operating in the marketplace has been reduced through mergers, acquisitions and select carrier exits from the marketplace, which we believe is now substantially complete. We believe that this consolidation process has resulted in an industry structure for both the wireless carriers and communications infrastructure providers that will be more conducive to sustained growth and profitability over time.
In markets with rapidly evolving network technology, such as South Africa, Poland 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 4G 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 and Spain, carriers are focused on deploying 4G data networks to account for rapidly increasing wireless data usage among their customer base. With higher smartphone and advanced device penetration and significantly higher per capita data usage, carrier investment in networks is focused on 4G coverage and capacity, as well as the early stages of 5G deployment.
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 177,000 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.
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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 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, 2021, we grew our portfolio of communications real estate through the acquisition and construction of approximately 38,950 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) | 2021 | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|---|
| U.S. & Canada | 170 | 2,255 | 430 | ||||
| Asia-Pacific | 3,780 | 3,960 | 3,330 | ||||
| Africa | 2,355 | 1,540 | 6,455 | ||||
| Europe | 24,775 | 610 | 15 | ||||
| Latin America | 7,870 | 1,000 | 3,475 |
During the year ended December 31, 2021, we also grew our portfolio of data center facilities through the acquisition of over 20 data center facilities and related assets in the United States, including through the CoreSite Acquisition.
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.
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); 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 and dividends on preferred stock, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling
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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, capitalized interest, 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 is 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.
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Results of Operations
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
For a discussion of our 2020 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2020 compared to the fiscal year ended December 31, 2019, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 25, 2021 (the “2020 Form 10-K”).
During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment. The Data Centers segment is included within our property operations. We will now 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. We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments. This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods. Historical financial information included in this Annual Report has not been adjusted as the amounts attributable to data center assets were insignificant as prior to to the fourth quarter of 2021, we owned one data center.
Years Ended December 31, 2021 and 2020
(in millions, except percentages)
Revenue
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada (1) | $ | 4,920.2 | $ | 4,517.0 | 9 | % | ||||||
| Asia-Pacific | 1,199.1 | 1,139.4 | 5 | |||||||||
| Africa | 1,005.5 | 890.2 | 13 | |||||||||
| Europe | 496.2 | 149.6 | 232 | |||||||||
| Latin America | 1,465.4 | 1,257.4 | 17 | |||||||||
| Data Centers | 23.2 | — | 100 | |||||||||
| Total property | 9,109.6 | 7,953.6 | 15 | |||||||||
| Services | 247.3 | 87.9 | 181 | |||||||||
| Total revenues | $ | 9,356.9 | $ | 8,041.5 | 16 | % |
_______________
(1) For the year ended December 31, 2020, U.S. & Canada includes $8.5 million of revenue attributable to our data center assets. For the year ended December 31, 2021, revenue attributable to our data center assets previously reported in the U.S. & Canada property segment is now shown in the Data Centers segment.
Year ended December 31, 2021
U.S. & Canada property segment revenue growth of $403.2 million was attributable to:
• Tenant billings growth of $287.6 million, which was driven by:
◦$168.2 million generated from newly acquired or constructed sites, primarily related to our acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”); and
◦$129.4 million due to colocations and amendments;
◦Partially offset by:
▪A decrease of $7.7 million from other tenant billings; and
▪A decrease of $2.3 million from churn in excess of contractual escalations (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA); and
• An increase of $115.6 million in other revenue, which includes a $143.7 million increase due to straight-line accounting, primarily due to the impact of the T-Mobile MLA, partially offset by a decrease in revenue attributable to our data center assets, which is presented in the Data Centers segment in the current period.
Segment revenue growth was not meaningfully impacted by foreign currency translation related to fluctuations in the Canadian Dollar. During the year ended December 31, 2021, the assets acquired pursuant to the InSite Acquisition generated approximately $153.7 million in U.S. & Canada property revenue.
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Asia-Pacific property segment revenue growth of $59.7 million was attributable to:
• An increase of $41.6 million in pass-through revenue; and
• Tenant billings growth of $22.7 million, which was driven by:
◦$48.2 million due to colocations and amendments; and
◦$24.7 million generated from newly acquired or constructed sites;
◦Partially offset by:
▪A decrease of $49.1 million resulting from churn in excess of contractual escalations; and
▪A decrease of $1.1 million from other tenant billings;
• Partially offset by a decrease of $6.8 million in other revenue, primarily due to tenant settlements in the prior-year period.
Segment revenue growth included an increase of $2.2 million attributable to the positive impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).
Africa property segment revenue growth of $115.3 million was attributable to:
• Tenant billings growth of $90.6 million, which was driven by:
◦$40.2 million due to colocations and amendments;
◦$39.0 million generated from newly acquired or constructed sites;
◦$7.6 million from contractual escalations, net of churn; and
◦$3.8 million from other tenant billings; and
• An increase of $44.9 million in pass-through revenue;
• Partially offset by a decrease of $23.1 million in other revenue, primarily due to an increase in revenue reserves and a decrease in tenant settlements attributable to prior tenant cancellations.
Segment revenue growth included an increase of $2.9 million attributable to the impact of foreign currency translation, which included, among others, positive impacts of $16.0 million related to fluctuations in South African Rand, partially offset by negative impacts related to fluctuations in the currencies of our other African markets, which included, among others, $12.2 million related to fluctuations in Nigerian Naira.
Europe property segment revenue growth of $346.6 million was attributable to:
• Tenant billings growth of $196.3 million, which was driven by:
◦$189.8 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition and our agreements with Orange S.A. (“Orange”);
◦$7.9 million due to colocations and amendments; and
◦$0.1 million from other tenant billings;
◦Partially offset by a decrease of $1.5 million resulting from churn in excess of contractual escalations;
• An increase of $128.9 million in pass-through revenue, primarily attributable to the Telxius Acquisition; and
• An increase of $14.9 million in other revenue, primarily attributable to straight-line accounting, the Telxius Acquisition and increases in back-billing.
Segment revenue growth included an increase of $6.5 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in EUR. During the year ended December 31, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $318.0 million in Europe property revenue.
Latin America property segment revenue growth of $208.0 million was attributable to:
• Tenant billings growth of $114.5 million, which was driven by:
◦$49.3 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;
◦$33.8 million due to colocations and amendments;
◦$27.9 million from contractual escalations, net of churn; and
◦$3.5 million from other tenant billings;
• An increase of $72.3 million in pass-through revenue, primarily attributable to increased pass-through ground rent costs in Brazil and the Telxius Acquisition; and
• An increase of $27.2 million in other revenue primarily as a result of a tenant settlement in Brazil.
Segment revenue growth included a decrease of $6.0 million, attributable to the impact of foreign currency translation, which included, among others, negative impacts of $28.0 million related to fluctuations in Brazilian Real and $4.8 million related to fluctuations in Peruvian Sol, partially offset by positive impacts related to fluctuations in the currencies of our other Latin American markets, which included, among others, $25.3 million related to fluctuations in Mexican Peso. During the year ended December 31, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $70.7 million in Latin America property revenue.
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Data Centers segment revenue growth was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.
Services segment revenue growth of $159.4 million was primarily attributable to an increase in site application, zoning, permitting and structural analysis services.
Gross Margin
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada (1) | $ | 4,066.7 | $ | 3,709.0 | 10 | % | ||||||
| Asia-Pacific | 474.8 | 478.0 | (1) | |||||||||
| Africa | 659.4 | 592.5 | 11 | |||||||||
| Europe | 302.2 | 121.5 | 149 | |||||||||
| Latin America | 1,007.1 | 864.9 | 16 | |||||||||
| Data Centers | 14.1 | — | 100 | |||||||||
| Total property | 6,524.3 | 5,765.9 | 13 | |||||||||
| Services | 150.6 | 51.4 | 193 | % |
_______________
(1) For the year ended December 31, 2020, U.S. & Canada included $6.0 million of gross margin attributable to our data center assets. For the year ended December 31, 2021, gross margin attributable to our data center assets previously reported in the U.S. & Canada property segment is now shown in the Data Centers segment.
Year ended December 31, 2021
•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 $45.5 million, including expenses due to the InSite Acquisition.
•The decrease in Asia-Pacific property segment gross margin was primarily attributable to an increase in direct expenses of $61.5 million, primarily due to an increase in costs associated with pass-through revenue, including fuel costs, partially offset by the increase in revenue described above. Direct expenses were also negatively impacted by $1.4 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 $50.0 million. Direct expenses also benefited by $1.6 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, partially offset by an increase in direct expenses of $164.7 million, primarily due to the Telxius Acquisition. Direct expenses were also negatively impacted by $1.2 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 $69.6 million, including expenses related to the Telxius Acquisition. Direct expenses also benefited by $3.8 million from the impact of foreign currency translation.
•The increase in Data Centers segment gross margin was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.
•The increase in Services segment gross margin was primarily due to the increase in revenue described above, partially offset by an increase in direct expenses of $60.2 million.
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Selling, General, Administrative and Development Expense (“SG&A”)
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada (1) | $ | 176.9 | $ | 162.2 | 9 | % | ||||||
| Asia-Pacific | 73.1 | 97.4 | (25) | |||||||||
| Africa | 72.3 | 94.4 | (23) | |||||||||
| Europe | 42.1 | 23.0 | 83 | |||||||||
| Latin America | 104.1 | 93.1 | 12 | |||||||||
| Data Centers | 5.9 | — | 100 | |||||||||
| Total property | 474.4 | 470.1 | 1 | |||||||||
| Services | 16.2 | 14.8 | 9 | |||||||||
| Other | 321.0 | 293.8 | 9 | |||||||||
| Total selling, general, administrative and development expense | $ | 811.6 | $ | 778.7 | 4 | % |
_______________
(1) For the year ended December 31, 2020, U.S. & Canada included $3.2 million of SG&A attributable to our data center assets. For the year ended December 31, 2021, SG&A attributable to our data center assets previously reported in the U.S. & Canada property segment is now shown in the Data Centers segment.
Year Ended December 31, 2021
•The increase in our U.S. & Canada property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the InSite Acquisition, partially offset by lower canceled construction costs.
•The decrease in our Asia-Pacific property segment SG&A was primarily driven by a decrease in bad debt expense of $35.2 million.
•The decrease in our Africa property segment SG&A was primarily driven by a decrease in bad debt expense of $26.3 million.
•The increase in our Europe property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition.
•The increase in our Latin America property segment SG&A was primarily driven by an increase in bad debt expense of $8.3 million, as a result of receivable reserves with a tenant.
•The increase in our Data Centers segment SG&A was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.
•The increase in our Services segment SG&A was primarily driven by an increase in personnel costs to support our business.
•The increase in other SG&A was primarily driven by an increase in corporate SG&A, including an increase in personnel costs to support our business.
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Operating Profit
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Property | ||||||||||||
| U.S. & Canada (1) | $ | 3,889.8 | $ | 3,546.8 | 10 | % | ||||||
| Asia-Pacific | 401.7 | 380.6 | 6 | |||||||||
| Africa | 587.1 | 498.1 | 18 | |||||||||
| Europe | 260.1 | 98.5 | 164 | |||||||||
| Latin America | 903.0 | 771.8 | 17 | |||||||||
| Data Centers | 8.2 | — | 100 | |||||||||
| Total property | 6,049.9 | 5,295.8 | 14 | |||||||||
| Services | 134.4 | 36.6 | 267 | % |
_______________
(1) For the year ended December 31, 2020, U.S. & Canada included $2.8 million of operating profit attributable to our data center assets. For the year ended December 31, 2021, operating profit attributable to our data center assets previously reported in the U.S. & Canada property segment is now shown in the Data Centers segment.
Year Ended December 31, 2021
•The increases in operating profit for our U.S. & Canada, Europe and Latin America property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.
•The increase in operating profit for our Asia-Pacific property segment was primarily attributable to a decrease in our segment SG&A, partially offset by a decrease in our segment gross margin.
•The increase in operating profit for our Africa property segment was primarily attributable to an increase in our segment gross margin and a decrease in our segment SG&A.
•The increase in operating profit for our Data Centers segment was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.
•The increase in operating profit for our Services segment was primarily attributable to an increase in our segment gross margin.
Depreciation, Amortization and Accretion
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Depreciation, amortization and accretion | $ | 2,332.6 | $ | 1,882.3 | 24 | % |
The increase in depreciation, amortization and accretion expense for the year ended December 31, 2021 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, including due to the InSite Acquisition, the Telxius Acquisition and the CoreSite Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.
Other Operating Expenses
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Other operating expenses | $ | 398.7 | $ | 265.8 | 50 | % |
The increase in other operating expenses for the year ended December 31, 2021 was primarily attributable to increases in acquisition related costs, including pre-acquisition contingencies and settlements of $175.6 million, primarily associated with the Telxius Acquisition and the CoreSite Acquisition. These items were partially offset by a decrease in impairment charges of $49.1 million.
Total Other Expense
| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Total Other expense | $ | 302.6 | $ | 1,066.4 | (72) | % |
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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 decrease in total other expense during the year ended December 31, 2021 was due to foreign currency gains of $557.9 million in the current period, as compared to foreign currency losses of $216.4 million in the prior-year period, and a loss on retirement of long-term obligations of $38.2 million in the current period, attributable to the repayment of all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”) and repayment of our 4.70% senior unsecured notes due 2022 (the “4.70% Notes”), as compared to a loss on retirement of long-term obligations of $71.8 million during the prior-year period attributable to the repayment of our 5.900% senior unsecured notes due 2021 (the “5.900% Notes”), our 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) and our 3.450% senior unsecured notes due 2021 (the “3.450% Notes”).
Income Tax Provision
| Year Ended December 31, | Percent Change 2021 vs 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||
| Income tax provision | $ | 261.8 | $ | 129.6 | 102 | % | |||||||
| Effective tax rate | 9.3 | % | 7.1 | % |
As a REIT, we may deduct earnings distributed to stockholders against the income generated by our REIT operations. In addition, we are able to offset certain income by utilizing our NOLs, subject to specified limitations. Consequently, the effective tax rate on income from continuing operations for each of the years ended December 31, 2021 and 2020 differs from the federal statutory rate.
The change in the income tax provision for the year ended December 31, 2021 was primarily attributable to increases in reserves for uncertain tax positions and tax audit settlements, primarily in the United States and Mexico, in the current period.
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
| Year Ended December 31, | Percent Change 2021 vs 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||
| Net income | $ | 2,567.6 | $ | 1,691.5 | 52 | % | |||||||
| Income tax provision | 261.8 | 129.6 | 102 | ||||||||||
| Other (income) expense | (566.1) | 240.8 | (335) | ||||||||||
| Loss on retirement of long-term obligations | 38.2 | 71.8 | (47) | ||||||||||
| Interest expense | 870.9 | 793.5 | 10 | ||||||||||
| Interest income | (40.4) | (39.7) | 2 | ||||||||||
| Other operating expenses | 398.7 | 265.8 | 50 | ||||||||||
| Depreciation, amortization and accretion | 2,332.6 | 1,882.3 | 24 | ||||||||||
| Stock-based compensation expense | 119.5 | 120.8 | (1) | ||||||||||
| Adjusted EBITDA | $ | 5,982.8 | $ | 5,156.4 | 16 | % |
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| Year Ended December 31, | Percent Change 2021 vs 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Net income | $ | 2,567.6 | $ | 1,691.5 | 52 | % | ||||||
| Real estate related depreciation, amortization and accretion | 2,093.5 | 1,674.1 | 25 | |||||||||
| Losses from sale or disposal of real estate and real estate related impairment charges (1) | 197.7 | 241.8 | (18) | |||||||||
| Dividend to noncontrolling interest | (2.6) | (7.9) | (67) | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | (102.9) | (88.7) | 16 | |||||||||
| Nareit FFO attributable to American Tower Corporation common stockholders | $ | 4,753.3 | $ | 3,510.8 | 35 | |||||||
| Straight-line revenue | (465.6) | (322.0) | 45 | |||||||||
| Straight-line expense | 52.7 | 51.6 | 2 | |||||||||
| Stock-based compensation expense | 119.5 | 120.8 | (1) | |||||||||
| Deferred portion of income tax and other income tax adjustments | 36.6 | (16.7) | (319) | |||||||||
| Non-real estate related depreciation, amortization and accretion | 239.1 | 208.2 | 15 | |||||||||
| Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges | 40.1 | 33.3 | 20 | |||||||||
| Payment of shareholder loan interest (2) | — | (63.3) | (100) | |||||||||
| Other (income) expense (3) | (566.1) | 240.8 | (335) | |||||||||
| Loss on retirement of long-term obligations | 38.2 | 71.8 | (47) | |||||||||
| Other operating expenses (4) | 201.0 | 24.0 | 738 | |||||||||
| Capital improvement capital expenditures | (170.4) | (150.3) | 13 | |||||||||
| Corporate capital expenditures | (8.0) | (9.3) | (14) | |||||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests | 102.9 | 88.7 | 16 | |||||||||
| Consolidated AFFO | $ | 4,373.3 | $ | 3,788.4 | 15 | % | ||||||
| Adjustments for unconsolidated affiliates and noncontrolling interests (5) | (96.8) | (24.9) | 289 | % | ||||||||
| AFFO attributable to American Tower Corporation common stockholders | $ | 4,276.5 | $ | 3,763.5 | 14 | % |
_______________
(1) Included in these amounts are impairment charges of $173.7 million and $222.8 million for the years ended December 31, 2021 and 2020, respectively.
(2) For the year ended December 31, 2020, relates to the payment of capitalized interest associated with the acquisition of MTN’s redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda (see note 14 to our consolidated financial statements included in this Annual Report). This long-term deferred interest payment was previously expensed but excluded from Consolidated AFFO.
(3) Includes (gains) losses on foreign currency exchange rate fluctuations of $(557.9) million and $216.4 million, respectively.
(4) Primarily includes acquisition-related costs and integration costs.
(5) 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, 2021
The increase in net income was primarily due to (i) an increase in our operating profit and (ii) a decrease in other expenses, primarily due to foreign currency gains in the current period as compared to foreign currency losses in the prior-year period, partially offset by (a) an increase in depreciation, amortization and accretion expense, (b) an increase in other operating expense, primarily attributable to acquisition related costs associated with the Telxius Acquisition and the CoreSite Acquisition, and (c) an increase in the income tax provision. Net income for the year ended December 31, 2021 included a loss on retirement of long-term obligations of $38.2 million, attributable to the repayment of the InSite Debt and the 4.70% Notes, as compared to a loss on retirement of long-term obligations of $71.8 million during the year ended December 31, 2020, attributable to the repayment of the 5.900% Notes, the 3.300% Notes and the 3.450% Notes.
The increase in Adjusted EBITDA was primarily attributable to the increase in our gross margin and was partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $31.2 million.
The increase in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders was primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by increases in capital improvement and corporate capital expenditures, cash paid for taxes and cash paid for interest. The prior year period also included $63.3 million of previously deferred interest associated with a shareholder loan. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by higher adjustments for unconsolidated affiliates and noncontrolling interests in Europe.
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Liquidity and Capital Resources
For a discussion of our 2020 Liquidity and Capital Resources, including a discussion of cash flows for the fiscal year ended December 31, 2020 compared to the fiscal year ended December 31, 2019, refer to Part I, Item 7 of the 2020 Form 10-K.
Overview
During the year ended December 31, 2021, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. Our significant 2021 financing transactions included:
•Entry into the 2021 EUR Delayed Draw Term Loans, the 2021 USD Delayed Draw Term Loans, the BofA Bridge Loan Commitment and the JPM Bridge Loan Commitment (each as defined below).
•Registered public offerings in an aggregate amount of $6.8 billion, including 3.0 billion EUR, of senior unsecured notes with maturities ranging from 2026 to 2051.
•Registered public offering of 9,900,000 shares of our common stock for aggregate net proceeds of $2.4 billion.
•Increase of our commitments under (i) our senior unsecured multicurrency revolving credit facility to $6.0 billion (as amended and restated as further described below, the “2021 Multicurrency Credit Facility”), (ii) our senior unsecured revolving credit facility to $4.0 billion (as amended and restated as further described below, the “2021 Credit Facility”) and (iii) our unsecured term loan to $1.0 billion (as amended and restated as further described below, the “2021 Term Loan”).
•Repayment of all amounts outstanding under our $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”).
•Repayment of all amounts outstanding under the InSite Debt.
•Repayment of all amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan (as defined below).
•Repayment of $500.0 million of indebtedness under the 2021 Term Loan.
•Redemption of the 4.70% Notes for an aggregate redemption price of approximately $715.1 million.
The following table summarizes our liquidity as of December 31, 2021 (in millions):
| Available under the 2021 Multicurrency Credit Facility | $ | 1,611.6 |
|---|---|---|
| Available under the 2021 Credit Facility | 2,590.0 | |
| Letters of credit | (4.7) | |
| Total available under credit facilities, net | 4,196.9 | |
| Cash and cash equivalents | 1,949.9 | |
| Total liquidity | $ | 6,146.8 |
Subsequent to December 31, 2021, we made additional net borrowings of (i) $1.2 billion under the 2021 Credit Facility and (ii) $850.0 million under the 2021 Multicurrency Credit Facility. The borrowings were used to repay existing indebtedness and for general corporate purposes.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Net cash provided by (used for): | ||||||
| Operating activities | $ | 4,819.9 | $ | 3,881.4 | ||
| Investing activities | (20,692.2) | (4,784.6) | ||||
| Financing activities | 16,424.5 | 1,215.3 | ||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | (70.3) | (28.7) | ||||
| Net increase in cash and cash equivalents, and restricted cash | $ | 481.9 | $ | 283.4 |
We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site 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 as a REIT under the Code. We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
In February 2021, we entered into an agreement with Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (together, “Macquarie”), our remaining minority holders in ATC TIPL, to redeem 100% of their combined holdings in ATC TIPL (see note 14 to our consolidated financial statements included in this Annual Report) at a price of INR 175 per share, subject to certain adjustments. During the year ended December 31, 2021, we redeemed 100% of Macquarie’s
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combined holdings in ATC TIPL, for total consideration of INR 12.9 billion (approximately $173.2 million at the date of redemption). As a result of the redemption, we now hold a 100% ownership interest in ATC TIPL.
In May 2021 and June 2021, in connection with the funding of the Telxius Acquisition, we entered into agreements for CDPQ and Allianz to acquire 30% and 18% noncontrolling interests, respectively, in ATC Europe. We completed the ATC Europe Transactions in September 2021 for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the date of closing). After the completion of the ATC Europe Transactions, we hold a 52% controlling ownership interest in ATC Europe.
As of December 31, 2021, we had total outstanding indebtedness of $43.5 billion, with a current portion of $4.6 billion. During the year ended December 31, 2021, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, the 2021 EUR Delayed Draw Term Loans and the 2021 USD Delayed Draw Term Loans, 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, 2022, together with our borrowing capacity under our credit facilities, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
As of December 31, 2021, we had $1.6 billion of cash and cash equivalents held by our foreign subsidiaries, of which $292.4 million was held by our joint ventures. While certain subsidiaries may pay us interest or principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs. 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, 2021, cash provided by operating activities increased $938.5 million as compared to the year ended December 31, 2020. The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2020, include:
•An increase in our segment operating profit of $851.9 million, partially offset by an increase in acquisition related costs, primarily associated with the Telxius Acquisition and the CoreSite Acquisition;
•An increase in unearned revenue due to advance payments from a customer;
•An increase in non-cash operating activities, including an increase of approximately $143.6 million in straight-line revenue;
•An increase in cash required for working capital, primarily as a result of an increase in prepaid and other assets;
•An increase of approximately $78.9 million in cash paid for taxes; and
•An increase of approximately $28.9 million in cash paid for interest.
Cash Flows from Investing Activities
Our significant investing activities during the year ended December 31, 2021 are highlighted below:
•We spent approximately $19.3 billion for acquisitions, primarily related to the Telxius Acquisition and the CoreSite Acquisition, as well as asset acquisitions in the United States, Bangladesh, Chile, France, Mexico, Nigeria, Peru and Poland.
•We spent $1.4 billion for capital expenditures, as follows (in millions):
| Discretionary capital projects (1) | $ | 516.4 |
|---|---|---|
| Ground lease purchases (2) | 237.5 | |
| Capital improvements and corporate expenditures (3) | 178.4 | |
| Redevelopment | 264.3 | |
| Start-up capital projects | 211.2 | |
| Total capital expenditures (4) | $ | 1,407.8 |
_______________
(1)Includes the construction of 6,356 communications sites globally.
(2)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 our consolidated statements of cash flows.
(3)Includes $5.4 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 flow from financing activities in our consolidated statements of cash flows.
(4)Net of purchase credits of $9.5 million on certain assets, which are reported in operating 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
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and new site and data center facility construction, and through acquisitions. We also regularly review our site portfolios as to capital expenditures required to upgrade our towers to our structural standards or address capacity, structural or permitting issues.
We expect that our 2022 total capital expenditures will be as follows (in millions):
| Discretionary capital projects (1) | $ | 820 | to | $ | 850 | |
|---|---|---|---|---|---|---|
| Ground lease purchases | 230 | to | 250 | |||
| Capital improvements and corporate expenditures | 170 | to | 180 | |||
| Redevelopment | 500 | to | 520 | |||
| Start-up capital projects | 280 | to | 300 | |||
| Total capital expenditures | $ | 2,000 | to | $ | 2,100 |
_______________
(1) Includes the construction of approximately 6,000 to 7,000 communications sites globally.
Cash Flows from Financing Activities
Our significant financing activities were as follows (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Proceeds from issuance of senior notes, net | $ | 6,761.6 | $ | 7,925.1 | ||
| Proceeds from issuance of equity, net | 2,361.8 | — | ||||
| Proceeds from (repayments of) credit facilities, net | 3,691.8 | (5.1) | ||||
| Distributions paid on common stock | (2,271.0) | (1,928.2) | ||||
| Purchases of common stock | — | (56.0) | ||||
| Repayments of securitized debt (1) | (763.5) | (350.0) | ||||
| Contributions from noncontrolling interest holders (2) | 3,078.2 | — | ||||
| Distributions to noncontrolling interest holders (3) | (223.2) | (12.3) | ||||
| Repayments of senior notes | (700.0) | (2,650.0) | ||||
| Proceeds from (repayments of) term loans, net | 4,817.2 | (250.0) | ||||
| Purchases of redeemable noncontrolling interests (4) | (175.7) | (861.7) |
_______________
(1)As of December 31, 2020, the InSite Debt included $763.5 million aggregate principal amount and a fair value adjustment of $36.5 million. During the year ended December 31, 2021, we repaid all amounts outstanding under the InSite Debt.
(2)For the year ended December 31, 2021, includes $3.1 billion of contributions received from CDPQ and Allianz in connection with the ATC Europe Transactions.
(3)For the year ended December 31, 2021, includes $214.9 million of cash consideration paid to PGGM in connection with the reorganization of our subsidiaries in Europe.
(4)Includes the redemptions of minority interests in ATC TIPL. During the year ended December 31, 2021, we also liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption). During the year ended December 31, 2020, we also completed the acquisition of MTN’s 49% redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including an adjustment of $1.4 million.
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Senior Notes
Repayments of Senior Notes
Repayment of 4.70% Senior Notes—On October 18, 2021, we redeemed all of the 4.70% Notes at a price equal to 101.7270% of the principal amount, plus accrued and unpaid interest up to, but excluding October 18, 2021, for an aggregate redemption price of approximately $715.1 million, including $3.0 million in accrued and unpaid interest. We recorded a loss on retirement of long-term obligations of approximately $12.4 million, which included prepayment consideration of $12.1 million and the associated unamortized discount and deferred financing costs. The redemption was funded with cash on hand. Upon completion of this redemption, none of the 4.70% Notes remained outstanding.
Repayment of 2.250% Senior Notes—On January 14, 2022, we repaid $600.0 million aggregate principal amount of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity. The 2.250% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 2.250% Notes remained outstanding.
Offerings of Senior Notes
1.600% Senior Notes and 2.700% Senior Notes Offering—On March 29, 2021, we completed a registered public offering of $700.0 million aggregate principal amount of 1.600% senior unsecured notes due 2026 (the “1.600% Notes”) and $700.0 million aggregate principal amount of 2.700% senior unsecured notes due 2031 (the “2.700% Notes”). The net proceeds from this offering were approximately $1,386.3 million, after deducting commissions and estimated expenses. We used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
0.450% Senior Notes, 0.875% Senior Notes and 1.250% Senior Notes Offering—On May 21, 2021, we completed a registered public offering of 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.450% senior unsecured notes due 2027 (the “0.450% Notes”), 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.875% senior unsecured notes due 2029 (the “0.875% Notes”) and 500.0 million EUR ($609.1 million at the date of issuance) aggregate principal amount of 1.250% senior unsecured notes due 2033 (the “1.250% Notes”). The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $2,415.8 million at the date of issuance), after deducting commissions and estimated expenses. We used all of the net proceeds to fund the Telxius Acquisition.
1.450% Senior Notes, 2.300% Senior Notes and 2.950% Senior Notes Offering—On September 27, 2021, we completed a registered public offering of $600.0 million aggregate principal amount of 1.450% senior unsecured notes due 2026 (the “1.450% Notes”), $700.0 million aggregate principal amount of 2.300% senior unsecured notes due 2031 (the “2.300% Notes”) and $500.0 million aggregate principal amount through a reopening of our 2.950% senior unsecured notes due 2051, originally issued on November 20, 2020 (the “2.950% Notes”). The net proceeds from this offering were approximately $1,765.1 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Term Loan and for general corporate purposes.
0.400% Senior Notes and 0.950% Senior Notes Offering—On October 5, 2021, we completed a registered public offering of 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.400% senior unsecured notes due 2027 (the “0.400% Notes”) and 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.950% senior unsecured notes due 2030 (the “0.950% Notes” and, collectively with the 1.600% Notes, the 2.700% Notes, the 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 1.450% Notes, the 2.300% Notes, the 2.950% Notes and the 0.400% Notes, the “Notes”). The net proceeds from this offering were approximately 987.7 million EUR (approximately $1,145.6 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing EUR denominated indebtedness under the 2021 Multicurrency Credit Facility and the 2021 EUR 364-Day Delayed Draw Term Loan.
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The key terms of the Notes are as follows:
| Senior Notes | Aggregate Principal Amount (in millions) | Issue Date and Interest Accrual Date | Maturity Date | Contractual Interest Rate | First Interest Payment | Interest Payments Due (1) | Par Call Date (2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1.600% Notes | $ | 700.0 | March 29, 2021 | April 15, 2026 | 1.600 | % | October 15, 2021 | April 15 and October 15 | March 15, 2026 | ||||||||
| 2.700% Notes | $ | 700.0 | March 29, 2021 | April 15, 2031 | 2.700 | % | October 15, 2021 | April 15 and October 15 | January 15, 2031 | ||||||||
| 0.450% Notes (3) | $ | 913.7 | May 21, 2021 | January 15, 2027 | 0.450 | % | January 15, 2022 | January 15 | November 15, 2026 | ||||||||
| 0.875% Notes (3) | $ | 913.7 | May 21, 2021 | May 21, 2029 | 0.875 | % | May 21, 2022 | May 21 | February 21, 2029 | ||||||||
| 1.250% Notes (3) | $ | 609.1 | May 21, 2021 | May 21, 2033 | 1.250 | % | May 21, 2022 | May 21 | February 21, 2033 | ||||||||
| 1.450% Notes | $ | 600.0 | September 27, 2021 | September 15, 2026 | 1.450 | % | March 15, 2022 | March 15 and September 15 | August 15, 2026 | ||||||||
| 2.300% Notes | $ | 700.0 | September 27, 2021 | September 15, 2031 | 2.300 | % | March 15, 2022 | March 15 and September 15 | June 15, 2031 | ||||||||
| 2.950% Notes (4) | $ | 1,050.0 | September 27, 2021 | January 15, 2051 | 2.950 | % | January 15, 2022 | January 15 and July 15 | July 15, 2050 | ||||||||
| 0.400% Notes (3) | $ | 579.9 | October 5, 2021 | February 15, 2027 | 0.400 | % | February 15, 2022 | February 15 | December 15, 2026 | ||||||||
| 0.950% Notes (3) | $ | 579.9 | October 5, 2021 | October 5, 2030 | 0.950 | % | October 5, 2022 | October 5 | July 5, 2030 |
_______________
(1)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.
(2)We 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 we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.
(3)The 0.450% Notes, the 0.875% Notes, the 1.250% Notes the 0.400% Notes and the 0.950% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date.
(4)The initial 2.950% Notes were issued on November 20, 2020. The reopened 2.950% Notes were issued on September 27, 2021.
If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the Notes, we may be required to repurchase all of the 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 our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.
The supplemental indentures contain 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.
Securitizations
Repayment of InSite Debt—The InSite Debt included securitizations entered into by certain InSite subsidiaries. The InSite Debt was recorded at fair value upon acquisition. On January 15, 2021, we repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest. We recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition. The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, and cash on hand.
Bank Facilities
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Amendments to Bank Facilities—On February 10, 2021, we amended and restated the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and amended the 2021 Term Loan.
These amendments, among other things,
i.extended the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
ii.increased the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively;
iii.increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
iv.expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $1.0 billion to $3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $1.5 billion sublimit;
v.amended the limitation of our permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if we consummate a Qualified Acquisition (as defined in each of the loan agreements for the facilities));
vi.amended the limitation on indebtedness of, and guaranteed by, our subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of us and our subsidiaries on a consolidated basis; and
vii.increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million.
On December 8, 2021, we amended and restated the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, and amended the 2021 EUR Three Year Delayed Draw Term Loan (as defined below).
These amendments, among other things,
i.extended the maturity dates to June 30, 2025, January 31, 2027 and January 31, 2027 for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, respectively;
ii.increased the commitments under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan to $6.0 billion, $4.0 billion and $1.0 billion, respectively, of which an aggregate of approximately $5.1 billion under these facilities was used to finance the CoreSite Acquisition;
iii.increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $8.0 billion and $5.5 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
iv.amended the limitation of our permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loans) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021, stepping down to 6.00 to 1.00 (with a further step up to 7.50 to 1.00 if we consummate a Qualified Acquisition (as defined in each of the agreements));
v.expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility from $3.0 billion and $1.5 billion to $3.5 billion and $2.5 billion, respectively; and
vi.increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $500.0 million to $600.0 million.
2021 Multicurrency Credit Facility—As of December 31, 2021, 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, 2021, we borrowed an aggregate of $7.8 billion, including an aggregate of 2.4 billion EUR ($2.9 billion as of the borrowing dates), and repaid an aggregate of $3.4 billion of revolving indebtedness, including an aggregate of 1.3 billion EUR ($1.5 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Multicurrency Credit Facility. We used the
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borrowings to fund the Telxius Acquisition and the CoreSite Acquisition, to repay existing indebtedness, including the InSite Debt and the 2020 Term Loan, and for general corporate purposes.
2021 Credit Facility—As of December 31, 2021, 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, 2021, we borrowed an aggregate of $4.9 billion, including an aggregate of 1.2 billion EUR ($1.5 billion as of the borrowing dates), and repaid an aggregate of $5.8 billion of revolving indebtedness, including an aggregate of 1.2 billion EUR ($1.4 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Credit Facility. We used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition and for general corporate purposes.
Repayment of the 2020 Term Loan—On February 5, 2021, we repaid all amounts outstanding under the 2020 Term Loan using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
2021 Term Loan—On September 27, 2021, we repaid $500.0 million of indebtedness under the 2021 Term Loan using proceeds from the issuance of the 1.450% Notes, the 2.300% Notes and the 2.950% Notes. On December 28, 2021, we borrowed $500.0 million under the 2021 Term Loan, which was used to fund the CoreSite Acquisition. As of December 31, 2021, $1.0 billion is outstanding under the 2021 Term Loan.
2021 EUR Delayed Draw Term Loans—On February 10, 2021, we entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition (the “2021 EUR 364-Day Delayed Draw Term Loan”), and which was subsequently repaid in full as described below, and (ii) an 825.0 million EUR (approximately $1.0 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder (the “2021 EUR Three Year Delayed Draw Term Loan,” and, together with the 2021 EUR 364-Day Delayed Draw Term Loan, the “2021 EUR Delayed Draw Term Loans”). The 2021 EUR Three Year Delayed Draw Term Loan bears interest at either (i) a base rate plus and applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above the Euro Interbank Offered Rate (“EURIBOR”).
On May 28, 2021, we borrowed 1.1 billion EUR ($1.3 billion as of the borrowing date) under the 2021 EUR 364-Day Delayed Draw Term Loan and 825.0 million EUR ($1.0 billion as of the borrowing date) under the 2021 EUR Three Year Delayed Draw Term Loan. We used the borrowings to fund the Telxius Acquisition.
On September 16, 2021, we repaid 420.0 million EUR ($494.2 million as of the repayment date) under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions. On October 7, 2021, we repaid all remaining amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the issuance of the 0.400% Notes and the 0.950% Notes.
2021 USD Delayed Draw Term Loans—On December 8, 2021, we entered into (i) a $3.0 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder (the “2021 USD 364-Day Delayed Draw Term Loan”) and (ii) a $1.5 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is two years from the date of the first draw thereunder (the “2021 USD Two Year Delayed Draw Term Loan” and, together with the 2021 USD 364-Day Delayed Draw Term Loan, the “2021 USD Delayed Draw Term Loans”). The 2021 USD Delayed Draw Term Loans bear interest at either (i) a base rate plus an applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above LIBOR.
On December 28, 2021, we borrowed $3.0 billion under the 2021 USD 364-Day Delayed Draw Term Loan and $1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan. We used the borrowings to fund the CoreSite Acquisition.
Bridge Facilities—In connection with entering into the Telxius Acquisition, we entered into a commitment letter (the “BofA Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA had, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “BofA Bridge Loan Commitment”) to ensure financing for the Telxius Acquisition. Effective February 10, 2021, the BofA Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 EUR Delayed Draw Term Loans, as described above. The BofA Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described below. Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450% Notes, the 0.875% Notes and the 1.250% Notes, we determined that we had adequate cash resources and undrawn availability under our revolving credit facilities and the 2021 EUR Delayed Draw Term Loans to
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fund the cash consideration payable in connection with the Telxius Acquisition and terminated the BofA Commitment Letter. We did not make any borrowings under the BofA Bridge Loan Commitment.
In connection with entering into the CoreSite Acquisition, we entered into a commitment letter, dated November 14, 2021, with JPMorgan Chase Bank, N.A. (“JPM”) pursuant to which JPM had, with respect to bridge financing, committed to provide up to $10.5 billion in bridge loans (the “JPM Bridge Loan Commitment”) to ensure financing for the CoreSite Acquisition. Effective December 8, 2021, the JPM Bridge Loan Commitment was fully terminated as a result of the $10.5 billion in committed amounts available under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 USD Delayed Draw Term Loans, as described above. We did not make any borrowings under the JPM Bridge Loan Commitment.
As of December 31, 2021, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan were as follows:
| Bank Facility | Outstanding Principal Balance | Maturity Date | LIBOR or EURIBOR borrowing interest rate range (1) | Base rate borrowing interest rate range (1) | Current margin over LIBOR or EURIBOR and the base rate, respectively | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 Multicurrency Credit Facility | (2) | $ | 4,388.4 | June 30, 2025 | (3) | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |
| 2021 Credit Facility | (4) | 1,410.0 | January 31, 2027 | (3) | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | ||
| 2021 Term Loan | (4) | 1,000.0 | January 31, 2027 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |||
| 2021 EUR Three Year Delayed Draw Term Loan | (5) | 938.2 | May 28, 2024 | 0.875% - 1.625% | 0.000% - 0.625% | 1.125% and 0.125% | |||
| 2021 USD 364-Day Delayed Draw Term Loan | (4) | 3,000.0 | December 28, 2022 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% | |||
| 2021 USD Two Year Delayed Draw Term Loan | (4) | 1,500.0 | December 28, 2023 | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% |
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(1)Represents interest rate above LIBOR for LIBOR based borrowings, interest rate above EURIBOR for EURIBOR based borrowings and interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2)Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
(3)Subject to two optional renewal periods.
(4)Currently borrowed at LIBOR.
(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 0.300% 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, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan do not require amortization of principal 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, LIBOR or EURIBOR as the applicable base rate for borrowings under these bank facilities.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two 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 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 Indebtedness—The India indebtedness includes several working capital facilities, most of which are subject to annual renewal, and an overdraft facility. The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based Lending Rate (as defined in the applicable agreement), plus a spread. Generally, the working capital facilities are payable on demand prior to maturity. The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate at the time of borrowing plus a spread. As of December 31, 2021, we have not borrowed under these facilities.
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Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2021 (in millions, except percentages):
| Amount Outstanding (INR) | Amount Outstanding (USD) | Interest Rate (Range) | Maturity Date (Range) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Working capital facilities (1) | — | $ | — | 5.09% -8.75% | February 4, 2022 - October 23, 2022 | ||||||
| Overdraft facility (2) | — | $ | — | N/A | September 14, 2022 |
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(1) 7.70 billion INR ($103.5 million) of borrowing capacity as of December 31, 2021.
(2) 380.0 million INR ($5.1 million) of borrowing capacity as of December 31, 2021.
Repayment of CoreSite Debt—Debt assumed in connection with the CoreSite Acquisition included senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”). The CoreSite Debt was recorded at fair value upon the closing of the CoreSite Acquisition. On January 7, 2022, we repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $962.9 million, including $80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
Stock Repurchase Programs—In March 2011, our Board of Directors 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 of Directors 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, 2021, we made 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 14.4 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, 2021, we received an aggregate of $96.8 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
2020 “At the Market” Stock Offering Program—In August 2020, we established an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of December 31, 2021, we have not sold any shares of common stock under the 2020 ATM Program.
Common Stock Offering—On May 10, 2021, we completed a registered public offering of 9,000,000 shares of our common stock, par value $0.01 per share, at $244.75 per share. On May 10, 2021, we issued an additional 900,000 shares of our common stock in connection with the underwriters’ exercise in full of their over-allotment option. Aggregate net proceeds from this offering were approximately $2.4 billion after deducting underwriting discounts and estimated offering expenses. We used the net proceeds to finance the Telxius Acquisition.
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
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consideration our utilization of NOLs. We have distributed an aggregate of approximately $11.8 billion to our common stockholders, including the dividend paid in January 2022, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors 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 of Directors may deem relevant.
During the year ended December 31, 2021, we paid $5.03 per share, or $2.3 billion, to common stockholders of record. In addition, we declared a distribution of $1.39 per share, or $633.5 million, paid on January 14, 2022 to our common stockholders of record at the close of business on December 27, 2021.
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 $12.8 million and $12.6 million as of December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, we paid $7.5 million of distributions upon the vesting of restricted stock units.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2021, see note 15 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, 2021 (in millions):
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt obligations (1) | $ | 4,568.7 | $ | 4,512.7 | $ | 3,091.0 | $ | 8,134.5 | $ | 3,370.1 | $ | 19,820.5 | $ | 43,497.5 | |||||||||||||
| Operating lease obligations (2) | 1,125.9 | 1,071.7 | 1,028.0 | 969.4 | 919.9 | 6,935.4 | 12,050.3 |
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(1) 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).
(2) 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 2022 total distributions declared to our common stockholders will be $2.8 billion. The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors.
Signed Acquisitions—On November 28, 2019, we entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term. As of December 31, 2021, we have completed the acquisition of nearly 1,200 communications sites. The remaining communications sites are expected to close in tranches, subject to customary closing conditions.
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, 2021, the estimated undiscounted future cash outlay for asset retirement obligations was $4.2 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 2021 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 efficiencies. In addition, our ability to increase cash flow from operating activities depends upon the demand for our
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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—The loan agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain 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 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, 2021, we were in compliance with each of these covenants.
| Compliance Tests For The 12 Months Ended December 31, 2021 ($ in billions) | ||||||
|---|---|---|---|---|---|---|
| Ratio (1) | Additional Debt Capacity Under Covenants (2) | Capacity for Adjusted EBITDA Decrease Under Covenants (3) | ||||
| Consolidated Total Leverage Ratio | Total Debt to Adjusted EBITDA ≤ 7.50:1.00 | ~$5.4 | ~$0.7 | |||
| Consolidated Senior Secured Leverage Ratio | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | ~$16.1 (4) | ~$5.4 |
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(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.
Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan, the Telxius Acquisition and the CoreSite Acquisition are designated as a Qualified Acquisitions, whereby our Total Debt to Adjusted EBITDA ratio is adjusted to not exceed 7:50 to 1:00 for four fiscal quarters following consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021 and for four fiscal quarters following consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021. The loan agreements for our credit facilities 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 loan agreements for our credit facilities could not only prevent us from being able to borrow additional funds under these 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 loan agreements for these credit facilities 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 loan agreement related to the Trust Securitizations include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, 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 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 nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and 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 the Trust Securitizations (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 payment of all required amounts under the applicable agreement, subject to the conditions described in the
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table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of December 31, 2021, $358.8 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.
| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During Year Ended December 31, 2021 | DSCR as of December 31, 2021 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) | ||
|---|---|---|---|---|---|---|---|---|
| Cash Trap DSCR | Amortization Period | |||||||
| (in millions) | (in millions) | (in millions) | ||||||
| 2015 Securitization | GTP Acquisition Partners | American Tower Secured Revenue Notes, Series 2015-2 | 1.30x, Tested Quarterly (2) | (3)(4) | $303.1 | 15.10x | $253.8 | $256.6 |
| Trust Securitizations | AMT Asset Subs | Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R | 1.30x, Tested Quarterly (2) | (3)(5) | $534.9 | 10.04x | $522.0 | $530.9 |
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(1) Based on the net cash flow of the applicable issuer or borrower as of December 31, 2021 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
(2) Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, 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.
(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 such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such 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 such 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 such 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 3,531 communications sites that secure the Series 2015-2 Notes or the 5,113 broadcast and wireless communications towers and
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related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.
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 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,” extreme market volatility and disruption caused by the COVID-19 pandemic 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, 2021. 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 March 2020, that may have a material financial impact on certain of our tenants which could 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 in 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 change in the definition of AGR on a prospective basis. We will continue to
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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 tenants in India could have an impact on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangibles. The carrying value of tenant-related intangibles in India was $0.9 billion as of December 31, 2021, which represents 6% of our consolidated balance of $15.0 billion. Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and network location intangibles. The carrying values of our tower portfolio and network location intangibles in India were $1.0 billion and $367.4 million, respectively, as of December 31, 2021, which represent 12% and 9% of our consolidated balances of $9.0 billion and $4.0 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 sales 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.
During the year ended December 31, 2021, no potential 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 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, 2021, 2020 and 2019 were $465.6 million, $322.0 million and $183.5 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.
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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 52% 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 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.
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