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| | Year Ended December 31, | | Percent Change 2023 vs 2022 |
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_______________
(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
Preferred Distributions and the Stonepeak Common Dividend, (iii) increases in cash paid for income taxes and (iv) increases in capital improvement capital expenditures.
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
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
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.
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
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
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
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.
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
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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(a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; our senior unsecured notes (see note 8 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured notes); and other debt including finance leases.
(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on July 1, 2026; the 2021 Credit Facility, which matures on Ju1y 1, 2028; the 2021 Term Loan, which matures on January 31, 2027; the 2021 EUR Three Year Delayed Draw Term Loan, which matures on May 28, 2024; and other debt including the Nigeria Letters of Credit.
(c) Based on rates effective as of December 31, 2023.
Interest Rate Risk
Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. Variable rate debt as of December 31, 2023 consisted of $723.4 million under the 2021 Multicurrency Credit Facility, $1.6 billion under the 2021 Credit Facility, $1.0 billion under the 2021 Term Loan, $910.7 million under the 2021 EUR Three Year Delayed Draw Term Loan, and $3.4 million
under the Nigeria Letters of Credit. A 10% increase in current interest rates would result in an additional $26.1 million of interest expense for the year ended December 31, 2023.
Foreign Currency Risk
We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of foreign currency fluctuations. For the year ended December 31, 2023, 44% of our revenues and 53% of our total operating expenses were denominated in foreign currencies.
As of December 31, 2023, we have incurred intercompany debt that is not considered to be permanently reinvested, and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $35.6 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2023. As of December 31, 2023, we have 7.5 billion EUR (approximately $8.3 billion) denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2023.
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Item 15 (a).
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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| ITEM 9A. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of December 31, 2023 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and our Board regarding the preparation and fair presentation of published financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
In making its assessment of internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting is effective.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements included in this Annual Report, has issued an attestation report on management’s internal control over financial reporting, which is included in this Item 9A under the caption “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of American Tower Corporation and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 27, 2024
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| ITEM 9B. | OTHER INFORMATION. |
(c) and Policies
, our , entered into a pre-arranged stock trading plan on . Mr. Smith’s plan provides for the potential exercise of vested stock options and associated sale of up to shares of our common stock between March 1, 2024 and March 8, 2024.
, one of our s, entered into a pre-arranged stock trading plan on . Mr. Thompson’s plan provides for the potential exercise of vested stock options and associated sale of up to shares of our common stock between February 26, 2024 and March 8, 2024.Each of these trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1 under the Exchange Act and our policies regarding transactions in our securities. Generally, these trading plans pre-establish the amounts, prices and dates of future purchases or sales of our stock, including shares issued upon the exercise or vesting of equity awards. Under these trading plans, the individual director or officer relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after, significant company events.
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| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
Not applicable.
PART III
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Our executive officers and their respective ages and positions as of February 20, 2024 are set forth below: | | | | | | | | | | | | | | |
| Steven O. Vondran | | 53 | | | President and Chief Executive Officer |
| Rodney M. Smith | | 58 | | | Executive Vice President, Chief Financial Officer and Treasurer |
| Thomas A. Bartlett | | 65 | | | Advisor to the Chief Executive Officer (until May 1, 2024) |
| Ruth T. Dowling | | 54 | | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
| Sanjay Goel | | 56 | | | Executive Vice President and President, Asia-Pacific |
| Robert J. Meyer | | 60 | | | Senior Vice President and Chief Accounting Officer |
| Eugene M. Noel | | 55 | | | Executive Vice President and President, U.S. Tower Division |
| Olivier Puech | | 56 | | | Executive Vice President and President, Latin America and EMEA |
Steven O. Vondran is our President and Chief Executive Officer. Mr. Vondran joined us in 2000 as a member of our corporate legal team and served in a variety of positions until August 2004 when he was appointed Senior Vice President of our U.S. Leasing Operations. In August 2010, Mr. Vondran was appointed Senior Vice President, General Counsel of our U.S. Tower Division and served in that role until August 2018, when he was appointed Executive Vice President, U.S. Tower Division, a role that he served in until November 2023. Mr. Vondran joined the Cellular Telecommunications Industry Association (CTIA) Board in September 2018, and, in October 2018, he joined the Board of Directors for the Wireless Infrastructure Association (WIA). Prior to joining us, Mr. Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon. John Stroud on the Arkansas Court of Appeals. He received his J.D. with high honors from the University of Arkansas at Little Rock School of Law and a Bachelor of Arts in Economics and Business from Hendrix College.
Rodney M. Smith is our Executive Vice President, Chief Financial Officer and Treasurer. Mr. Smith joined us in October 2009, and previously held the roles of Senior Vice President, Corporate Finance and Treasurer and Senior Vice President and Chief Financial Officer of American Tower's U.S. Tower Division. Prior to joining us, Mr. Smith served as Executive Vice President, Chief Financial Officer and as a general Board Member of Lightower, a private equity backed wireless infrastructure company. Prior to Lightower, he served as Chief Financial Officer and Treasurer (and earlier as Vice President and Controller) for RoweCom, a publicly traded company with operations in eight countries. Early in his career, Mr. Smith held several leadership positions at Nextel Communications, including Director of Finance and General Manager of one of the company's Northeast markets. Mr. Smith earned his M.B.A from Suffolk University, a Certificate of Accountancy from Bentley University and a Bachelor of Science in Finance from Merrimack College. He also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
Thomas A. Bartlett is currently advisor to the Chief Executive Officer, a role he is expected to hold until his retirement from the Company on May 1, 2024. Prior to such role, Mr. Bartlett served as our President and Chief Executive Officer since March 2020. Mr. Bartlett joined us in April 2009 and served as our Executive Vice President and Chief Financial Officer until March 2020, and also served as our Treasurer from February 2012 to December 2013, and again from July 2017 to August 2018. Prior to joining us, Mr. Bartlett served as Senior Vice President and Corporate Controller with Verizon Communications. During his 25-year career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations and business development roles, including as President and Chief Executive Officer of Bell Atlantic International Wireless from 1995 through 2000, where he was responsible for wireless activities in certain regions of North America, Latin America, Europe and Asia. In addition, Mr. Bartlett served as CEO of Iusacell, a publicly traded, nationwide cellular company in Mexico, CEO of Verizon's Global Solutions Inc., a global connectivity business providing lit and dark fiber services primarily to global enterprises, and as an Area President for Verizon’s U.S. wireless business, where he was responsible for all operational aspects of the business in the Northeast and Mid-Atlantic states. He began his career at Deloitte, Haskins & Sells. Mr. Bartlett is a member of the World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors, the National Association of Real Estate Investment Trust (NAREIT) Executive Committee and the Business Roundtable. He currently serves on the Board of Directors of Otis Worldwide Corporation, sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board. He earned an M.B.A. from Rutgers University and a Bachelor of Science degree in Industrial Engineering from Lehigh University.
Ruth T. Dowling is our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. She is also a member of the Board of Directors for ATC Europe and CoreSite. Since joining us in 2011, Ms. Dowling has served as Senior Vice President, Corporate Legal, and, most recently, as Senior Vice President and General Counsel for the EMEA and Latin
America regions. In addition, she led American Tower’s Global Remobilization Project Team to care for the safety and well-being of employees during the pandemic. Prior to joining American Tower, Ms. Dowling was a partner and co-chair of the 150-member litigation department at Edwards Angell Palmer & Dodge LLP and clerked for the Honorable Fred I. Parker of the United States Second Circuit Court of Appeals. Ms. Dowling earned her law degree from Duke University School of Law and a Bachelor of Arts from the University of North Carolina Chapel Hill. She also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
Sanjay Goel is our Executive Vice President and President, Asia-Pacific. Mr. Goel joined us in March 2021. Prior to joining us, Mr. Goel was with Nokia, where he started in the mobile networks division in 2001. During his time at Nokia, he held various sales and business management positions, including Head of the Managed Services Business Line for Asia Pacific, Japan and India and Vice President of the Global Services Business Unit, APAC and Japan. Mr. Goel also led Nokia’s Global Services business across Asia, the Middle East and Africa, and created a new sales and business development division within Global Services, based in Finland. Most recently, he served as President of the Global Services business group and Nokia Operations. Mr. Goel began his career at ABB and IBM, prior to joining Nokia. He holds a Bachelor’s degree in Engineering with specialization in Electronics and Communications from Manipal Institute of Technology.
Robert J. Meyer is our Senior Vice President and Chief Accounting Officer. Mr. Meyer joined us in August 2008 as our Senior Vice President, Finance and Corporate Controller and served in that role until January 2020 when he was appointed to his current position. Prior to joining us, Mr. Meyer was with Bright Horizons Family Solutions since 1998, a provider of child care, early education and work/life consulting services, where he most recently served as Chief Accounting Officer. Mr. Meyer also served as Corporate Controller and Vice President of Finance while at Bright Horizons. Prior to that, from 1997 to 1998, Mr. Meyer served as Director of Financial Planning and Analysis at First Security Services Corp. Mr. Meyer earned a Masters in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.
Eugene M. Noel is our Executive Vice President and President, U.S. Tower Division. Prior to this role, Mr. Noel served as Senior Vice President and Chief Operating Officer, U.S. Tower Division, and has been with American Tower since 2011. Mr. Noel has more than 25 years of network deployment experience in the telecommunications industry. Prior to joining us, he was Vice President of Network Development for LightSquared (now Ligado Networks), with responsibility for the development and implementation of the company’s national network deployment strategy. He spent 11 years with Sprint Nextel, beginning as Director of Radio Services, then becoming Vice President for Northeast Site Development, and finally becoming Vice President for National Site Development. Mr. Noel is a graduate of East Carolina University with a Bachelor of Science in Industrial Engineering and has earned an Executive Certificate from the McDonough School of Business at Georgetown University. Mr. Noel is a board member of the Tower Families Foundation and a former board member of Warriors for Wireless.
Olivier Puech is our Executive Vice President and President, Latin America and EMEA. Mr. Puech joined us in 2013 as Senior Vice President and CEO of Latin America and served in that role until October 2018 when he was appointed to his current position. Prior to joining us, Mr. Puech spent 25 years as a senior executive in the telecom and internet sectors of international organizations. Most recently, he was with Nokia where he held various leadership roles including Senior Vice President Americas, Senior Vice President Asia Pacific and Vice President Latin America. Before Nokia, Mr. Puech spent 12 years at Gemalto, where he last held the position of Vice President, Sales and Marketing with responsibility for South Europe, Eastern Europe and Latin America. Mr. Puech holds a Bachelor’s degree in International Business Administration from Ecole Supérieure De Commerce in Marseille, in France. He is fluent in English, French, Spanish, Italian and Portuguese.
The information under “Election of Directors” and “Delinquent Section 16(a) Reports,” if applicable, from the Definitive Proxy Statement is incorporated herein by reference. Information required by this item pursuant to Item 407(c)(3) of SEC Regulation S-K relating to our procedures by which security holders may recommend nominees to our Board, and pursuant to Item 407(d)(4) and 407(d)(5) of SEC Regulation S-K relating to our audit committee financial experts and identification of the audit committee of our Board, is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
Information regarding our Code of Conduct applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this Annual Report under the caption “Business—Available Information.”
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| ITEM 11. | EXECUTIVE COMPENSATION |
The information under “Compensation and Other Information Concerning Directors and Officers” from the Definitive Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance, is incorporated herein by reference.
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information under “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” from the Definitive Proxy Statement is incorporated herein by reference.
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information required by this item pursuant to Item 404 of SEC Regulation S-K relating to approval of related party transactions is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.Information required by this item pursuant to Item 407(a) of SEC Regulation S-K relating to director independence is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
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| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information under “Independent Auditor Fees and Other Matters” from the Definitive Proxy Statement is incorporated herein by reference.
PART IV
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| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) The following documents are filed as a part of this report:
1. Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.
2. Financial Statement Schedules. American Tower Corporation and Subsidiaries Schedule III – Schedule of Real Estate and Accumulated Depreciation is filed herewith in response to this Item.
3. Exhibits.
Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.
The exhibits below are included, either by being filed herewith or by incorporation by reference, as part of this Annual Report on Form 10-K. Exhibits are identified according to the number assigned to them in Item 601 of SEC Regulation S-K. Documents that are incorporated by reference are identified by their Exhibit number as set forth in the filing from which they are incorporated by reference.
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
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| 2.1 | | | | 8-K | | 001-14195 | | August 25, 2011 | | 2.1 |
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| 3.1 | | | | 8-K | | 001-14195 | | January 3, 2012 | | 3.1 |
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| 3.2 | | | | 8-K | | 001-14195 | | January 3, 2012 | | 3.2 |
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| 3.3 | | | | 8-K | | 001-14195 | | December 14, 2023 | | 3.1 |
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| 3.4 | | | | 8-K | | 001-14195 | | May 12, 2014 | | 3.1 |
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| 3.5 | | | | 8-K | | 001-14195 | | March 3, 2015 | | 3.1 |
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| 4.1 | | | | S-3ASR | | 333-188812 | | May 23, 2013 | | 4.12 |
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| 4.2 | | | | 8-K | | 001-14195 | | August 19, 2013 | | 4.1 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 4.3 | | | | 8-K | | 001-14195 | | May 7, 2015 | | 4.1 |
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| 4.4 | | | | 8-K | | 001-14195 | | January 12, 2016 | | 4.1 |
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| 4.5 | | | | 8-K | | 001-14195 | | May 13, 2016 | | 4.1 |
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| 4.6 | | | | 8-K | | 001-14195 | | September 30, 2016 | | 4.1 |
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| 4.7 | | Supplemental Indenture No. 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.375% Senior Notes due 2025 | | 8-K | | 001-14195 | | April 6, 2017 | | 4.1 |
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| 4.8 | | | | 8-K | | 001-14195 | | June 30, 2017 | | 4.1 |
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| 4.9 | | | | 8-K | | 001-14195 | | December 8, 2017 | | 4.1 |
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| 4.10 | | Supplemental Indenture No. 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by and among the Company and U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.950% Senior Notes due 2026 | | 8-K | | 001-14195 | | May 22, 2018 | | 4.1 |
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| 4.11 | | | | 8-K | | 001-14195 | | March 15, 2019 | | 4.1 |
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| 4.12 | | | | S-3ASR | | 333-231931 | | June 4, 2019 | | 4.22 |
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| 4.13 | | | | 8-K | | 001-14195 | | June 13, 2019 | | 4.1 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 4.14 | | | | 8-K | | 001-14195 | | October 3, 2019 | | 4.1 |
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| 4.15 | | | | 8-K | | 001-14195 | | January 10, 2020 | | 4.1 |
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| 4.16 | | | | 8-K | | 001-14195 | | June 3, 2020 | | 4.1 |
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| 4.17 | | Supplemental Indenture No. 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032 | | 8-K | | 001-14195 | | September 10, 2020 | | 4.1 |
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| 4.18 | | | | 8-K | | 001-14195 | | September 28, 2020 | | 4.1 |
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| 4.19 | | | | 8-K | | 001-14195 | | November 20, 2020 | | 4.1 |
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| 4.20 | | | | 8-K | | 001-14195 | | March 29, 2021 | | 4.1 |
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| 4.21 | | Supplemental Indenture No. 9, dated as of May 21, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.450% Senior Notes due 2027, the 0.875% Senior Notes due 2029 and the 1.250% Senior Notes due 2033 | | 8-K | | 001-14195 | | May 21, 2021 | | 4.1 |
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| 4.22 | | | | 8-K | | 001-14195 | | September 27, 2021 | | 4.1 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 4.23 | | Supplemental Indenture No. 11, dated as of October 5, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.400% Senior Notes due 2027 and the 0.950% Senior Notes due 2030 | | 8-K | | 001-14195 | | October 5, 2021 | | 4.1 |
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| 4.24 | | | | 8-K | | 001-14195 | | April 1, 2022 | | 4.1 |
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| 4.25 | | | | S-3ASR | | 333-265348 | | June 1, 2022 | | 4.32 |
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| 4.26 | | | | 8-K | | 001-14195 | | March 3, 2023 | | 4.1 |
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| 4.27 | | Supplemental Indenture No. 2, dated as of May 16, 2023, to Indenture dated as of June 1, 2022 by and among the Company, U.S. Bank Trust Company, National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 4.125% Senior Notes due 2027 and the 4.625% Senior Notes due 2031 | | 8-K | | 001-14195 | | May 16, 2023 | | 4.1 |
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| 4.28 | | | | 8-K | | 001-14195 | | May 25, 2023 | | 4.1 |
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| 4.29 | | | | 8-K | | 001-14195 | | September 15, 2023 | | 4.1 |
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| 4.30 | | Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as Obligors, and The Bank of New York Mellon, as Trustee | | 10-Q | | 001-14195 | | July 29, 2015 | | 4.2 |
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| 4.31 | | | | 10-Q | | 001-14195 | | July 29, 2015 | | 4.4 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 4.32 | |
| | Filed herewith as Exhibit 4.32 | | — | | — | | — |
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| 10.1 | | | | 10-Q | | 001-14195 | | October 28, 2021 | | 10.1 |
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| 10.2* | | | | DEF 14A | | 001-14195 | | March 22, 2017 | | Annex A |
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| 10.3* | | | | 8-K | | 001-14195 | | March 14, 2017 | | 10.1 |
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| 10.4* | | | | 10-K | | 001-14195 | | February 27, 2019 | | 10.10 |
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| 10.5* | | | | 10-K | | 001-14195 | | February 27, 2019 | | 10.11 |
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| 10.6* | | | | 8-K/A | | 001-14195 | | April 16, 2020 | | 10.1 |
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| 10.7* | | | | 10-Q | | 001-14195 | | July 29, 2021 | | 10.1 |
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| 10.8* | | | | 10-K | | 001-14195 | | February 23, 2023 | | 10.9 |
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| 10.9* | | | | 10-Q | | 001-14195 | | October 26, 2023 | | 10.1 |
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| 10.10* | | | | 10-Q | | 001-14195 | | October 26, 2023 | | 10.2 |
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| 10.11* | | | | 10-Q | | 001-14195 | | October 26, 2023 | | 10.3 |
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| 10.12* | | | | 10-Q | | 001-14195 | | October 26, 2023 | | 10.4 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 10.13* | | | | 10-Q | | 001-14195 | | October 26, 2023 | | 10.5 |
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| 10.14* | | | | Filed herewith as Exhibit 10.14 | | — | | — | | — |
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| 10.15* | | | | Filed herewith as Exhibit 10.15 | | — | | — | | — |
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| 10.16 | | | | 10-Q | | 001-14195 | | May 2, 2018 | | 10.2 |
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| 10.17 | | | | 10-Q | | 001-14195 | | April 26, 2023 | | 10.1 |
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| 10.18 | | | | 10-Q | | 001-14195 | | May 1, 2013 | | 10.2 |
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| 10.19 | | Second Amended and Restated Trust and Servicing Agreement, dated as of March 29, 2018, by and among American Tower Depositor Sub, LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, and U.S. Bank National Association, as Trustee | | 10-Q | | 001-14195 | | May 2, 2018 | | 10.3 |
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| 10.20 | | Second Trust Agreement Supplement and Amendment dated as of March 13, 2023 to Second Amended and Restated Trust and Servicing Agreement dated as of March 29, 2018, by and among American Tower Depositor Sub, LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, and U.S. Bank Trust Company, National Association, as Trustee | | 10-Q | | 001-14195 | | April 26, 2023 | | 10.3 |
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| 10.21 | | Second Amended and Restated Cash Management Agreement, dated as of March 29, 2018, by and among American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S. Bank National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities, as Lender, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, U.S. Bank National Association, as Agent, and SpectraSite Communications, LLC, as Manager | | 10-Q | | 001-14195 | | May 2, 2018 | | 10.4 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 10.22 | | First Amendment dated as of March 13, 2023 to the Second Amended and Restated Cash Management Agreement dated as of March 29, 2018, by and among American Tower Asset Sub, LLC, American Tower Asset Sub II, LLC, the Borrowers party thereto, U.S. Bank Trust Company, National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities as Lender, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, U.S. Bank National Association, as Agent, and Spectrasite Communications, LLC, as Manager | | 10-Q | | 001-14195 | | April 26, 2023 | | 10.2 |
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| 10.23 | | | | 10-K | | 001-14195 | | April 2, 2001 | | 2.2 |
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| 10.24 | | | | SpectraSite Holdings, Inc. Quarterly Report on Form 10-Q | | 000-27217 | | May 11, 2001 | | 10.2 |
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| 10.25** | | | | 10-Q | | 001-14195 | | May 8, 2009 | | 10.7 |
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| 10.26* | | | | 8-K | | 001-14195 | | March 1, 2022 | | Item 5.02(e) |
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| 10.27 | | | | 8-K | | 001-14195 | | March 5, 2009 | | 10.4 |
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| 10.28* | | | | Filed herewith as Exhibit 10.28 | | — | | — | | — |
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| 10.29* | | | | Filed herewith as Exhibit 10.29 | | — | | — | | — |
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| 10.30* | | | | Filed herewith as Exhibit 10.30 | | — | | — | | — |
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| 10.31* | | | | Filed herewith as Exhibit 10.31 | | — | | — | | — |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 10.32 | | 3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents | | 10-K | | 001-14195 | | February 25, 2021 | | 10.45 |
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| 10.33 | | First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021 | | 10-K | | 001-14195 | | February 25, 2022 | | 10.28 |
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| 10.34 | | Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents | | 10-K | | 001-14195 | | February 25, 2022 | | 10.29 |
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| 10.35 | | | | 10-Q | | 001-14195 | | July 27, 2023 | | 10.2 |
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| 10.36 | | Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrowers, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents | | 10-K | | 001-14195 | | February 25, 2022 | | 10.30 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 10.37 | | | | 10-Q | | 001-14195 | | July 27, 2023 | | 10.3 |
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| 10.38 | | Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent; TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto | | 10-K | | 001-14195 | | February 25, 2022 | | 10.31 |
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| 10.39 | | Amendment No. 1 to the Second Amended and Restated Term Loan Agreement, dated as of June 29, 2023, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, and a majority of the lenders under the Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021 | | 10-Q | | 001-14195 | | July 27, 2023 | | 10.1 |
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| 10.40 | | | | 10-K | | 001-14195 | | February 24, 2015 | | 10.45 |
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| 10.41 | | | | 10-Q | | 001-14195 | | April 30, 2015 | | 10.8 |
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| 10.42 | | | | 10-Q | | 001-14195 | | April 30, 2015 | | 10.9 |
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| 10.43 | | | | 10-Q | | 001-14195 | | April 30, 2015 | | 10.10 |
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| 10.44 | | | | 10-Q | | 001-14195 | | April 30, 2015 | | 10.11 |
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| 10.45 | | | | 10-K | | 001-14195 | | February 25, 2021 | | 10.41 |
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| 10.46 | | | | 10-K | | 001-14195 | | February 25, 2021 | | 10.42 |
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| | | | Incorporated By Reference |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | | Exhibit No. |
| 21 | | | | Filed herewith as Exhibit 21 | | — | | — | | — |
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| 23 | | | | Filed herewith as Exhibit 23 | | — | | — | | — |
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| 31.1 | | | | Filed herewith as Exhibit 31.1 | | — | | — | | — |
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| 31.2 | | | | Filed herewith as Exhibit 31.2 | | — | | — | | — |
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| 32 | | | | Filed herewith as Exhibit 32 | | — | | — | | — |
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| 97 | | | | Filed herewith as Exhibit 97 | | — | | — | | — |
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| 101 | | The following materials from American Tower Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (Extensible Business Reporting Language): 101.SCH—Inline XBRL Taxonomy Extension Schema Document 101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF—Inline XBRL Taxonomy Extension Definition | | Filed herewith as Exhibit 101 | | — | | — | | — |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | — | | — | | — | | — |
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| * | Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3). |
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| ** | The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and are marked by an asterisk. |
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| ITEM 16. | FORM 10-K SUMMARY |
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of February, 2024.
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| AMERICAN TOWER CORPORATION |
| | | |
| | | By: | /S/ STEVEN O. VONDRAN |
| | | | Steven O. Vondran President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | |
/S/ STEVEN O. VONDRAN | | President and Chief Executive Officer (Principal Executive Officer), Director | | February 27, 2024 |
| Steven O. Vondran | | |
| | |
/S/ RODNEY M. SMITH | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | February 27, 2024 |
| Rodney M. Smith | | |
| | |
/S/ ROBERT J. MEYER | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | February 27, 2024 |
| Robert J. Meyer | | |
| | |
/S/ KELLY C. CHAMBLISS | | Director | | February 27, 2024 |
| Kelly C. Chambliss | | |
| | | | |
/S/ TERESA H. CLARKE | | Director | | February 27, 2024 |
| Teresa H. Clarke | | |
| | | | |
/S/ RAYMOND P. DOLAN | | Director | | February 27, 2024 |
| Raymond P. Dolan | | |
| | | | |
/S/ KENNETH R. FRANK | | Director | | February 27, 2024 |
| Kenneth R. Frank | | |
| | | | |
/S/ ROBERT D. HORMATS | | Director | | February 27, 2024 |
| Robert D. Hormats | | |
| | | | |
/S/ GRACE D. LIEBLEIN | | Director | | February 27, 2024 |
| Grace D. Lieblein | | |
| | | | |
/S/ CRAIG MACNAB | | Director | | February 27, 2024 |
| Craig Macnab | | |
| | |
/S/ JOANN A. REED | | Director | | February 27, 2024 |
| JoAnn A. Reed | | |
| | |
/S/ PAMELA D. A. REEVE | | Chair of the Board, Director | | February 27, 2024 |
| Pamela D. A. Reeve | | |
| | |
| /S/ BRUCE L. TANNER | | Director | | February 27, 2024 |
| Bruce L. Tanner | | |
| | | | |
| /S/ SAMME L. THOMPSON | | Director | | February 27, 2024 |
| Samme L. Thompson | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Determination of fair value of the Spain reporting unit - Refer to Notes 1, 5, 11, and 16 to the financial statements.
Critical Audit Matter Description
The Company reviews goodwill for impairment at least annually or whenever events or circumstances indicate the carrying value of an asset may not be recoverable. The Company’s evaluation of recovery of goodwill involves the comparison of the carrying amount of a reporting unit, inclusive of allocated goodwill, to the fair value of the applicable reporting unit. If goodwill is determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the reporting unit exceeds the fair value of the reporting unit. Fair value is generally determined using discounted forecasted cash flows.
The Company performed its annual impairment test as of December 31, 2023 for the Spain reporting unit. The resulting fair value was compared to the reporting unit’s carrying amount, which indicated that the carrying amount exceeded the estimated fair value. Accordingly, the Company recorded an impairment charge of $80.0 million in the consolidated statement of operations. The remaining goodwill allocated to the Spain reporting unit as of December 31, 2023 was $737.6 million.
We identified the determination of the fair value of the Spain reporting unit, along with the resulting impairment charge, as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit. There
was a high degree of auditor judgment in evaluating management’s assumptions and estimates related to revenue growth rate, margin projections, and discount rate used in the determination of fair value based upon a discounted cash flow model.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of fair value of the Spain reporting unit and the recording of a goodwill impairment charge included the following, among others:
•We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Spain reporting unit.
•We evaluated the reasonableness of management’s future contracted revenue, revenue growth rates, and margin projections used in the discounted cash flow model to:
◦Historical results.
◦Internal communications to management and the Board of Directors and external communications to investors.
◦Forecasted information included in analyst and industry reports for the Company and the Spanish market.
•With the assistance of our business valuation specialists, we evaluated the reasonableness of the discount rate used in the discounted cash flow model.
•We recalculated the carrying amount of the reporting unit.
•We reperformed the comparison of the fair value to the carrying amount and recalculated the amount of the resulting impairment charge.
/s/
February 27, 2024
We have served as the Company’s auditor since 1997.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share count and per share data) | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 |
| ASSETS | | | | |
| CURRENT ASSETS: | | | | |
| Cash and cash equivalents | | $ | | | | $ | | |
| Restricted cash | | | | | | |
| | |
| Accounts receivable, net | | | | | | |
| Prepaid and other current assets | | | | | | |
| | |
| Total current assets | | | | | | |
| PROPERTY AND EQUIPMENT, net | | | | | | |
| GOODWILL | | | | | | |
| OTHER INTANGIBLE ASSETS, net | | | | | | |
| DEFERRED TAX ASSET | | | | | | |
| DEFERRED RENT ASSET | | | | | | |
| RIGHT-OF-USE ASSET | | | | | | |
| NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS | | | | | | |
| TOTAL | | $ | | | | $ | | |
| LIABILITIES | | | | |
| CURRENT LIABILITIES: | | | | |
| Accounts payable | | $ | | | | $ | | |
| Accrued expenses | | | | | | |
| Distributions payable | | | | | | |
| Accrued interest | | | | | | |
| Current portion of operating lease liability | | | | | | |
| Current portion of long-term obligations | | | | | | |
| Unearned revenue | | | | | | |
| Total current liabilities | | | | | | |
| LONG-TERM OBLIGATIONS | | | | | | |
| OPERATING LEASE LIABILITY | | | | | | |
| ASSET RETIREMENT OBLIGATIONS | | | | | | |
| DEFERRED TAX LIABILITY | | | | | | |
| OTHER NON-CURRENT LIABILITIES | | | | | | |
| Total liabilities | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | | |
| | |
| EQUITY (shares in thousands): | | | | |
| | |
| | |
| | |
Common stock: $ par value; shares authorized; and shares issued; and and shares outstanding, respectively | | | | | | |
| Additional paid-in capital | | | | | | |
| Distributions in excess of earnings | | () | | | () | |
| Accumulated other comprehensive loss | | () | | | () | |
Treasury stock ( shares at cost) | | () | | | () | |
| Total American Tower Corporation equity | | | | | | |
| Noncontrolling interests | | | | | | |
| Total equity | | | | | | |
| TOTAL | | $ | | | | $ | | |
See accompanying notes to consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2023 | | 2022 | | 2021 |
| REVENUES: | | | | | |
| Property | $ | | | | $ | | | | $ | | |
| Services | | | | | | | | |
| | | |
| Total operating revenues | | | | | | | | |
| OPERATING EXPENSES: | | | | | |
| Costs of operations (exclusive of items shown separately below): | | | | | |
| Property | | | | | | | | |
| Services | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | |
| Selling, general, administrative and development expense | | | | | | | | |
| Other operating expenses | | | | | | | | |
| Goodwill impairment | | | | | | | | |
| Total operating expenses | | | | | | | | |
| OPERATING INCOME | | | | | | | | |
| OTHER INCOME (EXPENSE): | | | | | |
| | | |
| Interest income | | | | | | | | |
| Interest expense | () | | | () | | | () | |
| Loss on retirement of long-term obligations | () | | | () | | | () | |
Other (expense) income (including foreign currency (losses) gains of $(), $, and $ respectively) | () | | | | | | | |
| Total other expense | () | | | () | | | () | |
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | | | | | | |
| Income tax provision | () | | | () | | | () | |
| | | |
| NET INCOME | | | | | | | | |
| Net loss attributable to noncontrolling interests | | | | | | | | |
| | | |
| | | |
| NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS | $ | | | | $ | | | | $ | | |
| NET INCOME PER COMMON SHARE AMOUNTS: | | | | | |
| Basic net income attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Diluted net income attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands): | | | | | |
| BASIC | | | | | | | | |
| DILUTED | | | | | | | | |
See accompanying notes to consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2023 | | 2022 | | 2021 |
| Net income | | $ | | | | $ | | | | $ | | |
| Other comprehensive (loss) income: | | | | | | |
Changes in fair value of cash flow hedges, each net of tax expense of $ | | | | | | | () | |
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $ | | | | | | | | | |
| | | | |
| | | | |
Foreign currency translation adjustments, net of tax expense (benefit) of $, $(), and $(), respectively. | | | | | () | | | () | |
| Other comprehensive income (loss) | | | | | () | | | () | |
| Comprehensive income | | | | | | | | | |
| Comprehensive loss attributable to noncontrolling interests | | | | | | | | | |
| Allocation of accumulated other comprehensive income resulting from purchases of noncontrolling interest and redeemable noncontrolling interests | | | | | | | | | |
| Comprehensive income attributable to American Tower Corporation stockholders | | $ | | | | $ | | | | $ | | |
See accompanying notes to consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, share counts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Treasury Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Distributions in Excess of Earnings | | Noncontrolling Interests | | Total Equity | | Amount | | Shares | | Amount | |
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million of consideration related to the fair value of certain equity awards previously granted by CoreSite (as defined in note 6) under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”).
See accompanying notes to consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions) | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | 2023 | | 2022 | | 2021 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net income | | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to cash provided by operating activities: | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | |
| Stock-based compensation expense | | | | | | | | | |
| Loss on investments, unrealized foreign currency (gain) loss and other non-cash expense | | | | | () | | | () | |
| Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses | | | | | | | | | |
| Loss on early retirement of long-term obligations | | | | | | | | | |
| Amortization of deferred financing costs, debt discounts and premiums and other non-cash interest | | | | | | | | | |
| Deferred income taxes | | () | | | () | | | () | |
| Changes in assets and liabilities, net of acquisitions: | | | | | | |
| Accounts receivable | | () | | | () | | | () | |
| Prepaid and other assets | | () | | | () | | | () | |
| Deferred rent asset | | () | | | () | | | () | |
| Right-of-use asset and Operating lease liability, net | | () | | | () | | | () | |
| Accounts payable and accrued expenses | | () | | | () | | | | |
| Accrued interest | | | | | | | | | |
| Unearned revenue | | () | | | () | | | | |
| | | | |
| Other non-current liabilities | | | | | | | | | |
| Cash provided by operating activities | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
| Payments for purchase of property and equipment and construction activities | | () | | | () | | | () | |
| Payments for acquisitions, net of cash acquired | | () | | | () | | | () | |
| | | | |
| Proceeds from sales of short-term investments and other non-current assets | | | | | | | | | |
| | | | |
| Payment for investments in equity securities | | | | | | | | () | |
| Deposits and other | | | | | | | | () | |
| Cash used for investing activities | | () | | | () | | | () | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
| Proceeds from short-term borrowings, net | | | | | | | | | |
| Borrowings under credit facilities | | | | | | | | | |
| Proceeds from issuance of senior notes, net | | | | | | | | | |
| Proceeds from term loans | | | | | | | | | |
| | | | |
| Proceeds from issuance of securities in securitization transaction | | | | | | | | | |
| Repayments of notes payable, credit facilities, senior notes, secured debt, short-term borrowings, term loans and finance leases | | () | | | () | | | () | |
| Contributions from noncontrolling interest holders | | | | | | | | | |
| Distributions to noncontrolling interest holders | | () | | | () | | | () | |
| Purchases of common stock | | | | | () | | | | |
| Proceeds from stock options and employee stock purchase plan | | | | | | | | | |
| Distributions paid on common stock | | () | | | () | | | () | |
| | | | |
| Proceeds from the issuance of common stock, net | | | | | | | | | |
| | | | |
| | | | |
| Payment for early retirement of long-term obligations | | | | | | | | () | |
| Deferred financing costs and other financing activities | | () | | | () | | | () | |
| Purchases of redeemable noncontrolling interests | | | | | | | | () | |
| | | | |
| Cash (used for) provided by financing activities | | () | | | () | | | | |
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | | | | | () | | | () | |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | | () | | | () | | | | |
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | | | | | | | | | |
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | | $ | | | | $ | | | | $ | | |
See accompanying notes to consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
1.
As of December 31, 2023, the Company holds (i) a % controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 15) hold the noncontrolling interests), (ii) a % controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd. (“Confidence Group”) holds the noncontrolling interest) and (iii) a common equity interest of approximately % in the Company’s U.S. data center business (Stonepeak (as defined and further discussed in note 15) holds approximately % of the outstanding common equity and % of the outstanding mandatorily convertible preferred equity). As of December 31, 2023, ATC Europe holds an % and an % controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests). See note 15 for a discussion of changes to the Company’s noncontrolling interests during the years ended December 31, 2023 and 2022.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million, resulting in a loss on the sale of $ million, which was included in Other operating expenses in the accompanying consolidated statements of operations. As a result of the transaction, the Company disposed of $ million of goodwill based on the relative fair value of Mexico Fiber and the portion of the applicable goodwill reporting unit that was retained. Prior to the divestiture, Mexico Fiber’s operating results were included within the Latin America property segment. The divestiture did not qualify for presentation as a discontinued operation. Sale of Poland Subsidiary—On May 31, 2023, the Company completed the sale of its subsidiary in Poland (“ATC Poland”) for total consideration of million EUR (approximately $ million at the date of closing), resulting in a gain on the sale of $ million, which was included in Other operating expenses in the accompanying consolidated statements of operations. Prior to the divestiture, ATC Poland’s operating results were included within the Europe property segment. The divestiture did not qualify for presentation as a discontinued operation.
segments – U.S. & Canada property (which includes all assets in the United States and Canada, other than the Company’s data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 20.% of its current-year revenues are derived from customers. The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the terms of the applicable lease for which revenue is recognized on a straight-line basis over the lease term.
The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its borrowers and customers. In recognizing customer revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis. This assessment takes customer credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed. To the extent the amounts, based on management’s estimates, may not be collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured. Any amounts that were previously recognized as revenue and are subsequently determined to present a risk of collection are reserved as bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
| | $ | | | | $ | | |
| Current year increases | | | | | | | | |
| Write-offs, recoveries and other | () | | | () | | | () | |
| Balance as of December 31, | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
) | | $ | | | | $ | | |
| Foreign currency losses (gains) recorded in Other expense | | | | () | | | () | |
| Total foreign currency losses (gains) | $ | | | | $ | () | | | $ | () | |
Adoption of Highly Inflationary Accounting in Ghana—The Ghanaian economy was deemed to be highly inflationary and, as a result, the Company will adopt highly inflationary accounting as of January 1, 2024 for its subsidiary in Ghana. Under highly inflationary accounting, the functional currency of its subsidiary in Ghana will become the U.S. Dollar. All monetary and non-monetary assets and liabilities will be remeasured at the U.S. Dollar to Ghanaian Cedis exchange rate of 1 to as of December 31, 2023. These amounts will become the new basis for those assets and liabilities as of January 1, 2024. Non-monetary assets and liabilities, as well as the corresponding income statement activities such as depreciation, amortization and equity, will continue to be measured at the historical exchange rate on December 31, 2023. Gains and losses on foreign currency arising in connection with the remeasurement of local currency denominated monetary assets and liabilities for foreign operating subsidiaries in economies that are deemed to be highly inflationary are reflected in Other expense in the consolidated statements of operations. This change is not expected to have a material impact on the Company’s financial statements, as Ghana’s assets and revenue are approximately % and % of consolidated assets and revenue, respectively.
| | $ | | | | $ | | | | Restricted cash | | | | | | | | |
| Total cash, cash equivalents and restricted cash | $ | | | | $ | | | | $ | | |
Restricted cash as of December 31, 2021 included advance payments from a customer.
million, $ million and $ million, respectively.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
.The Company reviews its asset portfolio for indicators of impairment on an individual site basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company reviews other long-lived assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable. The Company records impairment charges, which are discussed in note 16, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
The Company is in the process of finalizing its review of the estimated useful lives of its tower assets. The Company now has over years of operating history, and it is considering whether it should modify its current estimates for asset lives based on its historical operating experience. The Company has retained an independent consultant to assist the Company in completing this review and analysis. The Company currently depreciates its towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which the Company has historically estimated to be years. Additionally, certain of the Company’s intangible assets are amortized on a similar basis to its tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers. If the Company concludes that a revision in the estimated useful lives of its tower assets is appropriate based on its review and analysis, which the Company expects to conclude in 2024, the Company will account for any changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change. Based on preliminary information obtained to date, the Company expects that its estimated asset lives may be extended, which would result in an estimated (i) $ million to $ million decrease in depreciation and amortization for the year ended December 31, 2024 and (ii) $ million to $ 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.
million during the quarter ended September 30, 2023. The Company also performed its annual goodwill impairment test as of December 31, 2023. The results of the annual goodwill impairment test indicated that the carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $ million. The goodwill impairment charges are recorded in Goodwill impairment in the accompanying consolidated statements of operations.During the years ended December 31, 2023, 2022 and 2021, no other goodwill impairment was identified, as the fair value of each of the reporting units was in excess of its carrying amount.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
and are evaluated separately for impairment at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.The Company reviews its network location intangible assets for indicators of impairment on an individual tower basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company monitors its tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high levels of turnover or attrition, the customer’s ability to meet its contractual obligations, non-renewal of a significant number of contracts or the cancellation or termination of a relationship. The Company assesses recoverability by determining whether the carrying amount of the related assets will be recovered primarily through projected undiscounted future cash flows. If the Company determines that the carrying amount of an asset may not be recoverable, the Company measures any impairment loss based on the projected future discounted cash flows to be provided from the asset or available market information relative to the asset’s fair value, as compared to the asset’s carrying amount. The Company records impairment charges, which are discussed in note 16, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
years of operating history, and it is considering whether it should modify its current estimated settlement dates based on its historical operating experience, management’s intent with respect to the assets, and the assets’ estimated useful lives. The Company expects to complete its review of estimated settlement dates in the first quarter of 2024. If the Company concludes that a revision in the estimated settlement dates for its asset retirement obligations is appropriate based on its review and analysis, the Company will account for any changes in the estimated settlement dates as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change. Based on preliminary information obtained to date, the Company expects that its estimated settlement dates may be extended. The extension in the estimated settlement dates would result in an estimated (i) $ million to $ million increase in the asset retirement obligation liability, with an offsetting adjustment made to the related long-lived tangible asset, (ii) $ million to $ million increase in the estimated undiscounted future cash outlay for asset retirement obligations, and (iii) $ million to $ million decrease in estimated accretion expense for the year ended December 31, 2024.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The AOCL balance included accumulated foreign currency translation losses of $ billion, $ billion and $ billion as of December 31, 2023, 2022 and 2021, respectively.
million, $ million and $ million, respectively.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Services revenue | | | | | | | | | | | | | | | | | | | | | |
| Total non-lease revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Property lease revenue | | | | | | | | | | | | | | | | | | | | | |
| Total revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2022 | | U.S. & Canada | | Asia-Pacific | | Africa | | Europe | | Latin America | | Data Centers | | Total |
| Non-lease property revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Services revenue | | | | | | | | | | | | | | | | | | | | | |
| Total non-lease revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Property lease revenue | | | | | | | | | | | | | | | | | | | | | |
| Total revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2021 | | U.S. & Canada | | Asia-Pacific | | Africa | | Europe | | Latin America | | Data Centers | | Total |
| Non-lease property revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Services revenue | | | | | | | | | | | | | | | | | | | | | |
| Total non-lease revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Property lease revenue | | | | | | | | | | | | | | | | | | | | | |
| Total revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | Prepaids and other current assets | | | | | | |
| Notes receivable and other non-current assets | | | | | | |
| Unearned revenue (1) | | | | | | |
| Other non-current liabilities (1) | | | | | | |
_______________
million of revenue that was previously included in the contract liabilities balances, primarily arising from balances as of December 31, 2022.The Company records unbilled receivables, which are included in Prepaids and other current assets, when it has completed a performance obligation prior to its ability to bill under the customer arrangement. Other contract assets are included in Notes receivable and other non-current assets. The Company recorded an immaterial change in unbilled receivables attributable to non-lease property revenue recognized during each of the years ended December 31, 2023 and 2022. The change in contract assets attributable to revenue recognized during the years ended December 31, 2023 and 2022 was $ million and $() million, respectively.
The straight-line component of ground rent expense for the years ended December 31, 2023, 2022 and 2021 was $ million, $ million and $ million, respectively.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
. In December 2022, the Company’s Compensation Committee changed the terms of its awards to generally vest over . The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to March 10, 2023.The Company grants performance-based restricted stock units (“PSUs”) to its executive officers. Threshold, target and maximum parameters are established for a performance period at the time of grant. The metrics are used to calculate the number of shares that will be issuable when the awards vest, which may range from to % of the target amounts. The Company recognizes compensation expense for PSUs over the vesting period, subject to adjustment based on the date the employee becomes eligible for retirement benefits as well as performance relative to grant parameters.
The fair value of stock options is determined using the Black-Scholes option-pricing model and the fair value of RSUs and PSUs is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes all stock-based compensation expense in Selling, general, administrative and development expense.
As of December 31, 2023, the Company has withheld from issuance an aggregate of million shares, including million shares related to the vesting of restricted stock units during the year ended December 31, 2023.
For the years ended December 31, 2023, 2022 and 2021, the Company matched % of the first % of a participant's contributions. For the years ended December 31, 2023, 2022 and 2021, the Company contributed $ million, $ million and $ million to the plan, respectively.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2.
| | $ | | | | Prepaid income tax | | | | | |
| Unbilled receivables | | | | | |
| Value added tax and other consumption tax receivables | | | | | |
| Other miscellaneous current assets (1) | | | | | |
| Prepaid and other current assets | $ | | | | $ | | |
_______________(1) Includes the VIL OCDs (as defined and further discussed in note 11).
3.
| $ | | | | $ | | | | Equipment (2) | - | | | | | | |
| Buildings and improvements | Up to | | | | | | |
| Land and improvements (3) | Up to | | | | | | |
| Construction-in-progress | | | | | | | |
| Total | | | | | | | |
| Less accumulated depreciation | | | () | | | () | |
| Property and equipment, net | | | $ | | | | $ | | |
_______________
(1) Assets on leased land are depreciated over the estimated useful life of the asset taking into consideration the corresponding ground lease term and residual value.
(2) Includes fiber, DAS and data center related assets.
Total depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ billion, $ billion and $ billion, respectively. Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2023, 2022 and 2021 of $ million, $ million and $ million, respectively.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | Accumulated depreciation | | | | () | | | () | |
| Property and equipment, net | | | | $ | | | | $ | | |
| | | | | | |
| Property and equipment | | Buildings and improvements | | $ | | | | $ | | |
| Accumulated depreciation | | | | () | | | () | |
| Property and equipment, net | | | | $ | | | | $ | | |
| | | | | | |
| Property and equipment | | Land | | $ | | | | $ | | |
| Accumulated depreciation | | | | () | | | | |
| Property and equipment, net | | | | $ | | | | $ | | |
| | | | | | |
| Property and equipment | | Equipment | | $ | | | | $ | | |
| Accumulated depreciation | | | | () | | | () | |
| Property and equipment, net (1) | | | | $ | | | | $ | | |
_______________(1) As of December 31, 2022, included $ million of finance lease-related equipment assets associated with Mexico Fiber, which was sold during the year ended December 31, 2023.
4.
with multiple renewal terms. The leases also contain provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary index, or a combination of both. The Company structures its leases to include financial penalties if a tenant terminates the lease, which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term. The Company’s leasing arrangements outside of the United States may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services. Many arrangements require that the communications site has power for a specified percentage of time. In most cases, if delivery of power falls below the specified service level, a corresponding reduction in revenue is recorded. The Company has determined that this performance obligation is satisfied over time for the duration of the lease. In addition, the Company provides power to its data center customers, which is passed through, or otherwise charged, to customers pursuant to the terms of the customer power arrangement. Customer power arrangements are coterminous with such customer’s underlying lease and have the same pattern of transfer over the lease term. This performance obligation is generally satisfied over time for the duration of the lease. Fixed power revenue is recognized each month over the term of the lease. For variable power arrangements, the Company recognizes revenue each month as the uncertainty related to the consideration is resolved.
The Company typically has more than tenant on a site and, by performing ordinary course repair and maintenance work, can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing tenant lease term. Accordingly, the Company has minimal risk with respect to the residual value of its leased assets. Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed .
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
years. As of December 31, 2023, Other current assets and Other non-current assets include $ million and $ million, respectively, for lease incentives. In addition, the Company’s leases do not include any lessee purchase options. Historically, the Company has been able to successfully renew its applicable leases as needed to ensure continuation of its revenue. Accordingly, the Company assumes that it will have access to the communications infrastructure or ground space underlying its sites when calculating future minimum rental receipts through the end of the respective terms.
| | 2025 | | | |
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| Thereafter | | | |
| Total | | $ | | |
Lessee—The Company enters into arrangements as a lessee primarily for ground space underneath its communications sites. These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to with or more automatic or exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options. The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on or in its communications sites through the end of the tenant lease term. Escalation clauses present in operating leases, excluding those tied to CPI or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the applicable lease as a component of rent expense. Additionally, the escalations tied to CPI or another inflation-based index are considered variable lease payments. In certain circumstances, the Company enters into revenue sharing arrangements with the ground space owner, which results in variability in lease payments. In most markets outside of the United States, in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties. Ground lease arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends, other financial obligations or other similar terms. The Company has entered into certain transactions whereby at the end of a lease, sublease or similar arrangement, the Company has the option to purchase the corresponding communications sites. These transactions are further described in note 18.
The Company’s lease liability is the present value of the remaining minimum rental payments to be made over the remaining lease term, including renewal options reasonably certain to be exercised. The Company also considers termination options and factors those into the determination of lease payments when appropriate. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life (generally ) and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1. During the years ended December 31, 2023, 2022 and 2021, the Company recorded $ million, $ million and $ million, respectively, of impairment expense related to these assets.
As of December 31, 2023, the Company does not have any material related party leases as a lessee. The Company does not have any sale-leaseback arrangements as lessee and typically does not enter into leveraged leases.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | | | | |
| Current portion of lease liability | | $ | | | | $ | | |
| Lease liability | | | | | | |
| Total operating lease liability | | $ | | | | $ | | |
| | | | |
| Finance leases: | | | | |
| Current portion of lease liability | | $ | | | | $ | | |
| Lease liability | | | | | | |
| Total finance lease liability | | $ | | | | $ | | |
As most of the Company’s leases do not specifically state an implicit rate, the Company uses a market-specific incremental borrowing rate consistent with the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised taking into consideration the economic and other factors noted above.
| | | Weighted-average incremental borrowing rate | | | % | | | % |
| | | | |
| Finance leases: | | | | |
| Weighted-average remaining lease term (years) | | | | |
| Weighted-average incremental borrowing rate | | | % | | | % |
The following table sets forth the components of lease cost for the years ended December 31,: | | | | | | | | | | | | | | | | | | | | |
| | 2023 | | 2022 | | 2021 |
| Operating lease cost | | $ | | | | $ | | | | $ | | |
| Variable lease costs not included in lease liability (1) | | | | | | | | | |
_______________
(1) Primarily includes property tax paid on behalf of the landlord.
The interest expense on finance lease liabilities was $ million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively. Assets held under finance leases are recorded in property and equipment and are depreciated over the lesser of the remaining lease term or the remaining useful life.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
) | | $ | () | | | $ | () | | | Operating cash flows from finance leases | | $ | () | | | $ | () | | | $ | () | |
| Financing cash flows from finance leases | | $ | () | | | $ | () | | | $ | () | |
| | | | | | |
| Non-cash items: | | | | | | |
| New operating leases (1) | | $ | | | | $ | | | | $ | | |
| Operating lease modifications and reassessments | | $ | | | | $ | | | | $ | | |
_______________
(1) Amount includes new operating leases and leases acquired in connection with acquisitions. For the year ended December 31, 2021, includes $ billion related to the Telxius Acquisition (as defined in note 6).
As of December 31, 2023, the Company does not have material operating or financing leases that have not yet commenced.
| | $ | | | | 2025 | | | | | | |
| 2026 | | | | | | |
| 2027 | | | | | | |
| 2028 | | | | | | |
| Thereafter | | | | | | |
| Total lease payments | | | | | | |
| Less amounts representing interest | | () | | | () | |
| Total lease liability | | | | | | |
| Less current portion of lease liability | | | | | | |
| Non-current lease liability | | $ | | | | $ | | |
_______________
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
5.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Adjustments (1) | | | | | | | | | | | | | | () | | | () | | | | | | () | |
| Other (2) | | () | | | | | | | | | | | | | | | | | | | | | () | |
| Effect of foreign currency translation | | () | | | () | | | () | | | () | | | | | | | | | | | | () | |
| Balance as of December 31, 2022 | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Other (3) | | | | | | | | | | | | | | () | | | | | | | | | () | |
| Impairments (4) | | | | | () | | | | | | () | | | | | | | | | | | | () | |
| | | | | | | | | | | | | | |
| Effect of foreign currency translation | | | | | () | | | () | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2023 | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1) Europe and Latin America consist of measurement period adjustments related to the Telxius Acquisition (as defined in note 6) . Data Centers consists of measurement period adjustments related to the CoreSite Acquisition (as defined in note 6).
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million and $ million of goodwill impairments associated with the India and Spain reporting units, respectively.Goodwill Impairments
The Company reviews goodwill for impairment annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an asset may not be recoverable, as further discussed in note 1.
The Company concluded that a triggering event occurred during the year ended December 31, 2023 with respect to its India reporting unit primarily due to indications of value received from third parties in connection with the Company’s review of various strategic alternatives for its India operations, which concluded in the Pending ATC TIPL Transaction (as defined in note 22) in January 2024. As a result, the Company performed a goodwill impairment test using, among other things, the information obtained from third parties to compare the estimated fair value of the India reporting unit to its carrying amount, including goodwill. The result of the Company’s goodwill impairment test indicated that the carrying amount of the Company's India reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $ million.
The Company also performed its annual goodwill impairment test as of December 31, 2023. The results of the annual goodwill impairment test indicated that the carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value, as calculated under an income approach using future discounted cash flows. As a result, the Company recorded a goodwill impairment charge of $ million. The key assumptions utilized in the discounted cash flow analysis include current operating performance, terminal revenue growth rate, management’s expectations of future operating results and cash requirements, the current weighted average cost of capital and an expected tax rate. The reduction in the fair value of the Spain reporting unit was primarily due to an increase in the weighted average cost of capital.
The goodwill impairment charges are recorded in Goodwill impairment in the accompanying consolidated statements of operations.
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Acquired tenant-related intangibles | Up to | | | | | () | | | | | | | | | () | | | | |
| Acquired licenses and other intangibles | - | | | | | () | | | | | | | | | () | | | | |
| Total other intangible assets | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
_______________
(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, generally up to years, as the Company considers these intangibles to be directly related to the tower assets.
The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals. Other intangibles represent the value of acquired licenses, trade name and in place leases. In place lease value represents the fair value of costs avoided in securing data center customers, including vacancy periods, legal costs and commissions. In place lease value also includes assumptions on similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in the fair value of other assets.
The Company amortizes its acquired intangible assets on a straight-line basis over their estimated useful lives. As of December 31, 2023, the remaining weighted average amortization period of the Company’s intangible assets was years.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
billion, $ billion and $ billion, respectively. | | 2025 | | | |
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
6.
| | $ | | | | $ | | | | Integration costs | | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million, $ million and $ million related to pre-acquisition contingencies and settlements, respectively. The year ended December 31, 2022 included acquisition and merger related costs associated with the Stonepeak Transaction (as defined in note 15). The year ended December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition (each as defined below).2023 Transactions
The estimated aggregate impact of the acquisitions completed in 2023 on the Company’s revenues and gross margin for the year ended December 31, 2023 was not material to the Company’s operating results. Acquisitions completed in 2023 were included in the applicable Company property segments.
Other Acquisitions—During the year ended December 31, 2023, the Company acquired a total of communications sites, as well as other communications infrastructure assets, in the United States, Canada, France, Poland and Spain for an aggregate purchase price of $ million. Of the aggregate purchase price, $ million, inclusive of value-added tax, is reflected as a payable in the consolidated balance sheet as of December 31, 2023. These acquisitions were accounted for as asset acquisitions and are included in the table below in “Other.”
| |
| Property and equipment | | | |
| Intangible assets (1): | | |
| Tenant-related intangible assets | | | |
| Network location intangible assets | | | |
|
| Other non-current assets | | | |
| Current liabilities | | () | |
|
| Other non-current liabilities | | () | |
| Net assets acquired | | | |
|
| Fair value of net assets acquired | | | |
|
|
| Purchase price | | $ | | |
______________(1) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.
In addition to the acquisitions discussed above, during the year ended December 31, 2023, the Company purchased towers in connection with the AT&T transaction described in note 18 for an aggregate purchase price of $ million.
Telxius and CoreSite Acquisitions
Telxius Acquisition—On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately billion EUR (approximately $ billion at the date of signing) (the “Telxius Acquisition”), subject to certain adjustments. In June 2021, the Company completed the acquisition of nearly communications sites in Germany and Spain, for total consideration of approximately billion EUR (approximately $ billion at the date of closing), subject to certain post-closing adjustments and over communications sites in Brazil, Peru, Chile and Argentina, for total consideration of approximately billion EUR (approximately $ billion at the date of closing), subject to certain post-closing adjustments.
On August 2, 2021, the Company completed the acquisition of the approximately remaining communications sites in Germany pursuant to the Telxius Acquisition for billion EUR (approximately $ billion at the date of closing), subject to certain post-closing adjustments.
The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in Brazil, Peru, Chile and Argentina are included in the Latin America property segment.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
per share (the “CoreSite Acquisition”). CoreSite’s portfolio consisted of data center facilities and related assets in United States markets. On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $ billion, including the assumption and repayment of CoreSite’s existing debt. The acquired assets and operations are included in the Data Centers segment. The CoreSite Acquisition was accounted for as a business combination.
7.
| | $ | | | | Accrued income tax payable | | | | | |
| Accrued pass-through costs | | | | | |
| Amounts payable for acquisitions | | | | | |
| Amounts payable to tenants | | | | | |
| Accrued property and real estate taxes | | | | | |
| Accrued rent | | | | | |
| |
| Payroll and related withholdings | | | | | |
| Other accrued expenses | | | | | |
| |
| Accrued expenses | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
8.
| | | | | | % | | July 1, 2026 | | 2021 Term Loan (2) | | | | | | | | % | | January 31, 2027 |
| 2021 Credit Facility (2) | | | | | | | | % | | July 1, 2028 |
| | | | | |
| 2021 EUR Three Year Delayed Draw Term Loan (2) (3) | | | | | | | | % | | May 28, 2024 |
| 2021 USD Two Year Delayed Draw Term Loan (2) (4) | | | | | | | N/A | | N/A |
| | | | | |
% senior notes (5) | | | | | | | N/A | | N/A |
% senior notes (6) | | | | | | | N/A | | N/A |
% senior notes (7) | | | | | | | | % | | January 15, 2024 |
% senior notes (8) | | | | | | | | % | | February 15, 2024 |
% senior notes | | | | | | | | % | | May 15, 2024 |
% senior notes | | | | | | | | % | | January 15, 2025 |
% senior notes | | | | | | | | % | | March 15, 2025 |
% senior notes (9) | | | | | | | | % | | April 4, 2025 |
% senior notes | | | | | | | | % | | June 1, 2025 |
% senior notes | | | | | | | | % | | September 15, 2025 |
% senior notes | | | | | | | | % | | February 15, 2026 |
% senior notes | | | | | | | | % | | April 15, 2026 |
% senior notes (9) | | | | | | | | % | | May 22, 2026 |
% senior notes | | | | | | | | % | | September 15, 2026 |
% senior notes | | | | | | | | % | | October 15, 2026 |
% senior notes | | | | | | | | % | | January 15, 2027 |
% senior notes | | | | | | | | % | | January 15, 2027 |
% senior notes (9) | | | | | | | | % | | January 15, 2027 |
% senior notes (9) | | | | | | | | % | | February 15, 2027 |
% senior notes | | | | | | | | % | | March 15, 2027 |
% senior notes (9) | | | | | | | | % | | May 16, 2027 |
% senior notes | | | | | | | | % | | July 15, 2027 |
% senior notes | | | | | | | | % | | January 15, 2028 |
% senior notes (9) | | | | | | | | % | | January 15, 2028 |
% senior notes | | | | | | | | % | | January 31, 2028 |
% senior notes | | | | | | | | % | | March 15, 2028 |
% senior notes | | | | | | | | % | | July 15, 2028 |
% senior notes | | | | | | | | % | | November 15, 2028 |
% senior notes | | | | | | | | % | | March 15, 2029 |
% senior notes (9) | | | | | | | | % | | May 21, 2029 |
% senior notes | | | | | | | | % | | August 15, 2029 |
% senior notes | | | | | | | | % | | January 15, 2030 |
% senior notes | | | | | | | | % | | June 15, 2030 |
% senior notes (9) | | | | | | | | % | | October 5, 2030 |
% senior notes | | | | | | | | % | | October 15, 2030 |
% senior notes | | | | | | | | % | | April 15, 2031 |
% senior notes (9) | | | | | | | | % | | May 16, 2031 |
% senior notes | | | | | | | | % | | September 15, 2031 |
% senior notes (9) | | | | | | | | % | | January 15, 2032 |
% senior notes | | | | | | | | % | | March 15, 2032 |
% senior notes | | | | | | | | % | | March 15, 2033 |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% senior notes (9) | | | | | | | % | | May 21, 2033 | % senior notes | | | | | | | | % | | July 15, 2033 |
% senior notes | | | | | | | | % | | November 15, 2033 |
% senior notes | | | | | | | | % | | October 15, 2049 |
% senior notes | | | | | | | | % | | June 15, 2050 |
% senior notes | | | | | | | | % | | January 15, 2051 |
| Total American Tower Corporation debt | | | | | | | | | |
| | | | | | | |
| Series 2013-2A Securities (10) | | | | | | | N/A | | N/A |
| Series 2018-1A Securities (11) | | | | | | | | % | | March 15, 2028 |
| Series 2023-1A Securities (12) | | | | | | | | % | | March 15, 2028 |
| Series 2015-2 Notes (13) | | | | | | | | % | | June 16, 2025 |
| Other subsidiary debt (14) | | | | | | | Various | | Various |
| Total American Tower subsidiary debt | | | | | | | | | |
| Finance lease obligations | | | | | | | | | |
| Total | | | | | | | | | |
| Less current portion of long-term obligations | () | | | () | | | | | |
| Long-term obligations | $ | | | | $ | | | | | | |
_______________(1)Reflects interest rate or maturity date as of December 31, 2023.
(2)Accrues interest at a variable rate.
(3)Reflects borrowings denominated in EUR and, for the 2021 Multicurrency Credit Facility (as defined below), reflects borrowings denominated in both EUR and U.S. Dollars (“USD”).
(4)Repaid in full on June 27, 2023 using borrowings under the 2021 Multicurrency Credit Facility.
(5)Repaid in full on January 31, 2023 using borrowings under the 2021 Credit Facility (as defined below).
(6)Repaid in full on June 15, 2023 using borrowings under the 2021 Credit Facility.
(7)Repaid in full on January 12, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(8)Repaid in full on February 14, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(9)Notes are denominated in EUR.
(10)Repaid in full on the March 2023 repayment date using proceeds from the 2023 Securitization (as defined below).
(11)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(12)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2053.
(13)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(14)Includes amounts drawn under letters of credit in Nigeria, which are denominated in USD, and the India Term Loan (as defined below), which is denominated in Indian Rupee (“INR”).
Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) $ million aggregate principal amount of the Company’s % senior unsecured notes due January 15, 2024, (ii) $ billion aggregate principal amount of the Company’s % senior unsecured notes due February 15, 2024, (iii) $ million aggregate principal amount of the Company’s % senior unsecured notes due May 15, 2024 and (iv) million EUR in borrowings under the 2021 EUR Delayed Draw Term Loan (as defined below).
American Tower Corporation Debt
Bank Facilities
Amendments to Bank Facilities—On June 29, 2023, the Company amended its (i) $ billion senior unsecured multicurrency revolving credit facility, as previously amended and restated on December 8, 2021 (the “2021 Multicurrency Credit Facility”), (ii) $ billion senior unsecured revolving credit facility, as previously amended and restated on December 8, 2021, (the “2021
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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 $ billion and $ billion, respectively; and
iii.replace the London Interbank Offered Rate (“LIBOR”) pricing benchmark with an Adjusted Term Secured Overnight Financing Reserve (“SOFR”) pricing benchmark.
2021 Multicurrency Credit Facility—During the year ended December 31, 2023, the Company borrowed an aggregate of $ billion and repaid an aggregate of $ billion, including million EUR ($ million as of the repayment date), of revolving indebtedness under the Company’s 2021 Multicurrency Credit Facility. The Company used the borrowings to repay outstanding indebtedness, including the 2021 USD Delayed Draw Term Loan (as defined below), and for general corporate purposes.
2021 Credit Facility—During the year ended December 31, 2023, the Company borrowed an aggregate of $ billion and repaid an aggregate of $ billion of revolving indebtedness under the Company’s 2021 Credit Facility. The Company used the borrowings to repay outstanding indebtedness, including the % Notes and the % Notes (each as defined below), and for general corporate purposes.
Repayment of 2021 USD Delayed Draw Term Loan—On June 27, 2023, the Company repaid all amounts outstanding under its $ billion unsecured term loan entered into in December 2021 (the “2021 USD Delayed Draw Term Loan”) with borrowings under the 2021 Multicurrency Credit Facility.
million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Delayed Draw Term Loan”) were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding Principal Balance | | Undrawn letters of credit | | Maturity Date | | Current margin over SOFR or EURIBOR (1) | | Current commitment fee (2) |
| 2021 Multicurrency Credit Facility | $ | | | | $ | | | | July 1, 2026 | (3) | | % | | | % |
| 2021 Credit Facility | | | | | | | July 1, 2028 | (3) | | % | | | % |
| 2021 Term Loan | | | | N/A | | January 31, 2027 | | | % | | N/A |
| 2021 EUR Three Year Delayed Draw Term Loan | | | | N/A | | May 28, 2024 | | | % | | N/A |
| | | | | | | |
| | | | | | | |
_______________(1) SOFR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan. Euro Interbank Offer Rate (“EURIBOR”) applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings under the 2021 EUR Delayed Draw Term Loan.
(2) Fee on undrawn portion of each credit facility.
(3) Subject to optional renewal periods.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 EUR Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent the Company from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
Senior Notes
Repayments of Senior Notes
Repayment of % Senior Notes—On January 31, 2023, the Company repaid $ billion aggregate principal amount of the Company’s % senior unsecured notes due 2023 (the “% Notes”) upon their maturity. The % Notes were repaid
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
of the % Notes remained outstanding.Repayment of % Senior Notes—On June 15, 2023, the Company repaid $ million aggregate principal amount of the Company’s % senior unsecured notes due 2023 (the “% Notes”) upon their maturity. The % Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, of the % Notes remained outstanding.
Offerings of Senior Notes
% Senior Notes and % Senior Notes Offering—On March 3, 2023, the Company completed a registered public offering of $ million aggregate principal amount of % senior unsecured notes due 2028 (the “% Notes”) and $ million aggregate principal amount of % senior unsecured notes due 2033 (the “% Notes”). The net proceeds from this offering were approximately $ million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
% Senior Notes and % Senior Notes Offering—On May 16, 2023, the Company completed a registered public offering of million EUR ($ million at the date of issuance) aggregate principal amount of % senior unsecured notes due 2027 (the “% Notes”) and million EUR ($ million at the date of issuance) aggregate principal amount of % senior unsecured notes due 2031 (the “% Notes”). The net proceeds from this offering were approximately million EUR (approximately $ million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
% Senior Notes and % Senior Notes Offering—On May 25, 2023, the Company completed a registered public offering of $ million aggregate principal amount of % senior unsecured notes due 2028 (the “% Notes”) and $ million aggregate principal amount of % senior unsecured notes due 2033 (the “% Notes”). The net proceeds from this offering were approximately $ million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
% Senior Notes and % Senior Notes Offering—On September 15, 2023, the Company completed a registered public offering of $ million aggregate principal amount of % senior unsecured notes due 2028 (the “% Notes”) and $ million aggregate principal amount of % senior unsecured notes due 2033 (the “% Notes”). The net proceeds from this offering were approximately $ million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
% Notes | | | () | | | () | | | January 15 and July 15 | | November 20, 2020 | | N/A | % Notes (4) | | | | | | | | | | February 15 and August 15 | | August 19, 2013 | | N/A |
% Notes | | | | () | | | () | | | May 15 and November 15 | | March 15, 2019 | | April 15, 2024 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | June 13, 2019 | | December 15, 2024 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | January 10, 2020 | | February 15, 2025 |
% Notes (5) | | | | () | | | () | | | April 4 | | April 6, 2017 | | January 4, 2025 |
% Notes | | | | () | | | () | | | June 1 and December 1 | | May 7, 2015 | | March 1, 2025 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | June 3, 2020 | | August 15, 2025 |
% Notes | | | | () | | | () | | | February 15 and August 15 | | January 12, 2016 | | November 15, 2025 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | March 29, 2021 | | March 15, 2026 |
% Notes (5) | | | | () | | | () | | | May 22 | | May 22, 2018 | | February 22, 2026 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | September 27, 2021 | | August 15, 2026 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | May 13, 2016 | | July 15, 2026 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | September 30, 2016 | | October 15, 2026 |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% Notes | | | () | | | () | | | January 15 and July 15 | | October 3, 2019 | | November 15, 2026 | % Notes (5) | | | | () | | | () | | | January 15 | | May 21, 2021 | | November 15, 2026 |
% Notes (5) | | | | () | | | () | | | February 15 | | October 5, 2021 | | December 15, 2026 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | April 1, 2022 | | February 15, 2027 |
% Notes (5) | | | | () | | | | | | May 16 | | May 16, 2023 | | March 16, 2027 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | June 30, 2017 | | April 15, 2027 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | December 8, 2017 | | October 15, 2027 |
% Notes (5) | | | | () | | | () | | | January 15 | | September 10, 2020 | | October 15, 2027 |
% Notes | | | | () | | | () | | | January 31 and July 31 | | November 20, 2020 | | November 30, 2027 |
% Notes | | | | () | | | | | | March 15 and September 15 | | March 3, 2023 | | February 15, 2028 |
% Notes | | | | () | | | | | | January 15 and July 15 | | May 25, 2023 | | June 15, 2028 |
% Notes | | | | () | | | | | | May 15 and November 15 | | September 15, 2023 | | October 15, 2028 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | March 15, 2019 | | December 15, 2028 |
% Notes (5) | | | | () | | | () | | | May 21 | | May 21, 2021 | | February 21, 2029 |
% Notes | | | | () | | | () | | | February 15 and August 15 | | June 13, 2019 | | May 15, 2029 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | January 10, 2020 | | October 15, 2029 |
% Notes | | | | () | | | () | | | June 15 and December 15 | | June 3, 2020 | | March 15, 2030 |
% Notes (5) | | | | () | | | () | | | October 5 | | October 5, 2021 | | July 5, 2030 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | September 28, 2020 | | July 15, 2030 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | March 29, 2021 | | January 15, 2031 |
% Notes (5) | | | | () | | | | | | May 16 | | May 16, 2023 | | February 16, 2031 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | September 27, 2021 | | June 15, 2031 |
% Notes (5) | | | | () | | | () | | | January 15 | | September 10, 2020 | | October 15, 2031 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | April 1, 2022 | | December 15, 2031 |
% Notes | | | | () | | | | | | March 15 and September 15 | | March 3, 2023 | | December 15, 2032 |
% Notes (5) | | | | () | | | () | | | May 21 | | May 21, 2021 | | February 21, 2033 |
% Notes | | | | () | | | | | | January 15 and July 15 | | May 25, 2023 | | April 15, 2033 |
% Notes | | | | () | | | | | | May 15 and November 15 | | September 15, 2023 | | August 15, 2033 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | October 3, 2019 | | April 15, 2049 |
% Notes (6) | | | | () | | | () | | | June 15 and December 15 | | June 3, 2020 | | December 15, 2049 |
% Notes (7) | | | | () | | | () | | | January 15 and July 15 | | November 20, 2020 | | July 15, 2050 |
_______________(1) Includes unamortized discounts, premiums and debt issuance costs.
(2) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(3) The Company may redeem the notes at any time, in whole or in part, at a redemption price equal to % of the principal amount of the notes plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the notes on or after the par call date, the Company will not be required to pay a make-whole premium.
(4) The original issue date for the initial % Notes was August 19, 2013. The issue date for the reopened % Notes was January 10, 2014.
(5) Notes are denominated in EUR.
(6) The original issue date for the initial % Notes was June 3, 2020. The issue date for the reopened % Notes was September 28, 2020.
(7) The original issue date for the initial % Notes was November 20, 2020. The issue date for the reopened % Notes was September 27, 2021.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% of the principal amount of the notes plus a make-whole premium, as applicable, together with accrued interest to the redemption date. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the notes, the Company may be required to repurchase all of the applicable notes at a purchase price equal to % of the principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries. Each applicable supplemental indenture for the notes contains certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed x Adjusted EBITDA, as defined in the applicable supplemental indenture. As of December 31, 2023, the Company was in compliance with each of these covenants.
American Tower Subsidiary Debt
Securitizations
The Company has several securitizations in place. Cash flows generated by the communications sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to service the securitized debt and other obligations arising out of the securitizations. The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries.
American Tower Secured Revenue Notes, Series 2015-1, Class A and Series 2015-2, Class A—In May 2015, GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”), one of the Company’s wholly owned subsidiaries, refinanced existing debt with cash on hand and proceeds from a private issuance (the “2015 Securitization”) of $ million of American Tower Secured Revenue Notes, Series 2015-1, Class A, which were subsequently repaid on the June 2020 payment date, and $ million of American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”).
The Series 2015-2 Notes were issued by GTP Acquisition Partners pursuant to a Third Amended and Restated Indenture and related series supplements, each dated as of May 29, 2015 (collectively, the “2015 Indenture”), between GTP Acquisition Partners and its subsidiaries (the “GTP Entities”) and The Bank of New York Mellon, as trustee. The effective weighted average life and interest rate of the 2015 Notes was years and %, respectively, as of the date of issuance.
The outstanding Series 2015-2 Notes are secured by (i) mortgages, deeds of trust and deeds to secure debt on substantially all of the communications sites (the “2015 Secured Sites”) owned by the GTP Entities and their operating cash flows, (ii) a security interest in substantially all of the personal property and fixtures of the GTP Entities, including GTP Acquisition Partners’ equity interests in its subsidiaries and (iii) the rights of the GTP Entities under a management agreement. American Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment obligations.
Repayment of Series 2013-2A Securities—On the March 2023 repayment date, the Company repaid the entire $ billion aggregate principal amount outstanding under the Company’s Secured Tower Revenue Securities, Series 2013-2A due 2023 (the “Series 2013-2A Notes”), pursuant to the terms of the agreements governing such securities. The repayment was funded with proceeds from the 2023 Securitization (as defined below).
Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R, Series 2018-1, Subclass A and Series 2018-1, Subclass R—On March 13, 2023, the Company completed a securitization transaction (the “2023 Securitization”), in which American Tower Trust I (the “Trust”) issued $ billion aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass A (the “Series 2023-1A Securities”). To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $ 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.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”). To satisfy the Risk Retention Rules, the Trust issued, and one of the Company’s affiliates purchased, $ million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities. The assets of the Trust consist of a nonrecourse loan broken into components or “componentized” (the “Loan”), which secures each of the 2018 Securities and the 2023 Securities. The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT Asset Subs’ interests in 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 with a final repayment date in March 2053. The Series 2023-1A Securities and the Series 2023-1R Securities have interest rates of % and %, respectively. Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2023 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for those components.
The 2018 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities and (b) have an expected life of approximately with a final repayment date in March 2048. The Series 2018-1A Securities have an interest rate of % and the Series 2018-1R Securities have an interest rate of %. Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2018 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components.
The AMT Asset Subs are required to make monthly payments of interest on the Loan. The debt service on the Loan will be paid solely from the cash flows generated from the operation of the Trust Sites held by the AMT Asset Subs.
The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the Trust Sites and their operating cash flows, (2) a security interest in substantially all of the AMT Asset Subs’ personal property and fixtures and (3) the AMT Asset Subs’ rights under that certain management agreement among the AMT Asset Subs and SpectraSite Communications, LLC entered into in March 2013. American Tower Holding Sub, LLC (the “Guarantor”), whose only material assets are its equity interests in each of the AMT Asset Subs, and American Tower Guarantor Sub, LLC whose only material asset is its equity interests in the Guarantor, have each guaranteed repayment of the Loan and pledged their equity interests in their respective subsidiary or subsidiaries as security for such payment obligations.
Under the terms of the Loan Agreement and the 2015 Indenture, amounts due will be paid from the cash flows generated by the Trust Sites or the 2015 Secured Sites, respectively, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the Loan Agreement or 2015 Indenture, as applicable. On a monthly basis, after payment of all required amounts under the Loan Agreement or 2015 Indenture, as applicable, including interest payments, subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, which can then be distributed to, and used by, the Company.
In order to distribute any excess cash flow to the Company, the AMT Asset Subs and GTP Acquisition Partners must each maintain a specified debt service coverage ratio (the “DSCR”), which is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding months on the principal amount of the Loan or the 2015 Notes, as applicable, that will be outstanding on the payment date following such date of determination. If the DSCR were equal to or below x (the “Cash Trap DSCR”) for any quarter, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the AMT Asset Subs or GTP Acquisition Partners, as applicable. The funds in the Cash Trap Reserve
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
consecutive calendar quarters. Additionally, if the borrower under the 2023 Securitization does not meet certain title insurance policy requirements within the specified time period under the agreements, excess cash flow will also be deposited into the Cash Trap Reserve Account.Additionally, an “amortization period” commences if, as of the end of any calendar quarter, the DSCR is equal to or below x (the “Minimum DSCR”) and will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters. With respect to the Trust Securities, an “amortization period” also commences if, on the anticipated repayment date the component of the Loan corresponding to the applicable subclass of the Trust Securities has not been repaid in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full. If the Series 2015-2 Notes have not been repaid in full on the applicable anticipated repayment date, additional interest will accrue on the unpaid principal balance of the Series 2015-2 Notes, and such notes will begin to amortize on a monthly basis from excess cash flow. During an amortization period, all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment date.
The Loan and the Series 2015-2 Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration. If the prepayment occurs within (i) months of the anticipated repayment date with respect to the Series 2015-2 Notes, (ii) months of the anticipated repayment date with respect to the Series 2018 Securities, and (iii) 12 months of the anticipated repayment date for the 2023 Securities, no prepayment consideration is due.
The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, the AMT Asset Subs and the GTP Entities, as applicable, are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the Loan Agreement or the 2015 Indenture, as applicable). The organizational documents of the AMT Asset Subs and the GTP Entities contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors. The Loan Agreement and the 2015 Indenture also contain certain covenants that require the AMT Asset Subs or GTP Acquisition Partners, as applicable, to provide the respective trustee with regular financial reports and operating budgets, promptly notify such trustee of events of default and material breaches under the Loan Agreement and other agreements related to the Trust Sites or the 2015 Indenture and other agreements related to the 2015 Secured Sites, as applicable, and allow the applicable trustee reasonable access to the sites, including the right to conduct site investigations.
A failure to comply with the covenants in the Loan Agreement or the 2015 Indenture could prevent the AMT Asset Subs or GTP Acquisition Partners, as applicable, from distributing excess cash flow to the Company. Furthermore, if the AMT Asset Subs or GTP Acquisition Partners were to default on the Loan or the Series 2015-2 Notes, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the Trust Sites or the 2015 Secured Sites, respectively, in which case the Company could lose the revenue and cash flows associated with those assets. With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than % of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
Further, under the Loan Agreement and the 2015 Indenture, the AMT Asset Subs or GTP Acquisition Partners, respectively, are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, under the 2015 Indenture and in certain circumstances under the Loan Agreement, to reserve a portion of advance rents from tenants on the Trust Sites. Based on the terms of the Loan Agreement and the 2015 Indenture, all rental cash receipts received for each month are reserved for the succeeding month and held in an account controlled by the applicable trustee and then released. The $ million held in the reserve accounts with respect to the Trust Securitizations and the $ million held in the reserve accounts with respect to the 2015 Securitization as of December 31, 2023 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.
India Credit Facilities—The India credit facilities include several working capital facilities, most of which are subject to annual renewal. The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based Lending Rate or Market Benchmark (as defined in the applicable agreement), plus a spread. Generally, the working capital facilities are payable on demand prior to maturity. During the year ended December 31, 2023, the Company increased the borrowing capacity of its working capital facilities in India by billion INR (approximately $ million). As of December 31, 2023, the Company has not borrowed under these facilities.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | % - % | | February 4, 2024 - October 23, 2024 | | | | | | | | _______________
(1) billion Indian Rupees (“INR”) ($ million) of borrowing capacity as of December 31, 2023. The Company has billion INR (approximately $ million) of bank guarantees outstanding included within the overall borrowing capacity.
Other Subsidiary Debt—The Company’s other subsidiary debt as of December 31, 2023 includes (i) drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”) and (ii) the India Term Loan (as defined below).
India Term Loan—On February 16, 2023, the Company entered into an unsecured term loan with the ability to borrow up to billion INR (approximately $ million at the date of signing) with a maturity date that is from the date of the first draw thereunder (the “India Term Loan”). On February 17, 2023, the Company borrowed billion INR (approximately $ million at the date of borrowing) under the India Term Loan. The India Term Loan bears interest at the three month treasury bill rate as announced by the Financial Benchmarks India Private Limited plus a margin of %. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The India Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.
| | | | | $ | | | | $ | | | | Various | | Various |
| India Term Loan (2) | | | | | | | | $ | | | | $ | | | | | % | | February 16, 2024 |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | _______________
(1) Denominated in USD. During the year ended December 31, 2023, we drew on letters of credit in Nigeria. The drawn amounts bear interest at a rate equal to the SOFR at the time of drawing plus a spread. Amounts are due 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, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
Finance Lease Obligations—The Company’s finance lease obligations approximated $ million and $ million as of December 31, 2023 and 2022, respectively. Finance lease obligations are described further in note 4.
Maturities—
|
| 2025 | | | |
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| Thereafter | | | |
| Total cash obligations | | | |
| Unamortized discounts, premiums and debt issuance costs, net | | () | |
| Balance as of December 31, 2023 | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
9.
| | $ | | | | Other miscellaneous liabilities | | | | | |
| Other non-current liabilities | $ | | | | $ | | |
10.
| | $ | | | | Additions | | | | | |
| Accretion expense | | | | | |
| Revisions in estimates (1) | () | | | () | |
| Settlements | () | | | () | |
| Balance as of December 31, | $ | | | | $ | | |
_______________(1)Revisions in estimates include an increase to the liability of $ million and a decrease to the liability of $ million related to foreign currency translation for the years ended December 31, 2023 and 2022, respectively.
As of December 31, 2023, the estimated undiscounted future cash outlay for asset retirement obligations was $ billion.
11.
Items Measured at Fair Value on a Recurring Basis—
| $ | | | | | | | $ | | | | | | | | | VIL OCDs | | | | $ | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | |
| Interest rate swap agreements | | | | | | | | | | | | $ | | | | | |
| Fair value of debt related to interest rate swap agreements (2) | | | | | | | | | | $ | () | | | | | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million and $() million, respectively, for equity securities held as of December 31, 2023.(2) Included in the carrying values of the corresponding debt obligations as of December 31, 2022. As of December 31, 2023, the interest rate swap agreements under the % Notes were settled.
Interest Rate Swap Agreements
The fair value of the Company’s interest rate swap agreements is determined using pricing models with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data. For derivative instruments that are designated and qualify as fair value hedges, changes in the value of the derivatives are recognized in the consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk. For derivative instruments that are designated and qualify as cash flow hedges, the Company records the change in fair value for the effective portion of the cash flow hedges in AOCL in the consolidated balance sheets and reclassifies a portion of the value from AOCL into Interest expense on a quarterly basis as the cash flows from the hedged item affects earnings. The Company records the settlement of interest rate swap agreements in (Loss) gain on retirement of long-term obligations in the consolidated statements of operations in the period in which the settlement occurs.
The Company entered into interest rate swap agreements with an aggregate notional value of $ million related to the % Notes. These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge against changes in fair value of the % Notes resulting from changes in interest rates. The interest rate swap agreements required the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of % through June 15, 2023. The interest rate swap agreements expired upon repayment of the % Notes in full on June 15, 2023 upon maturity. As of December 31, 2023, there were amounts outstanding under the interest rate swap agreements under the % Notes.
During the year ended December 31, 2023, there were no material fair value adjustments related to interest rate swaps.
VIL Optionally Convertible Debentures—In February 2023, one of the Company’s customers in India, Vodafone Idea Limited (“VIL”), issued optionally convertible debentures (the “VIL OCDs”) to the Company’s subsidiary, ATC Telecom Infrastructure Private Limited (“ATC TIPL”), in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL OCDs are (a) to be repaid by VIL with interest or (b) convertible into equity of VIL. If converted, such equity shall be free to trade in the open market beginning on the one year anniversary of the date of issuance of the VIL OCDs. The VIL OCDs were issued for an aggregate face value of billion INR (approximately $ million on the date of issuance). The VIL OCDs were to mature in tranches with billion INR (approximately $ million on the date of issuance) maturing on August 27, 2023 and billion INR (approximately $ million on the date of issuance) maturing on August 27, 2024. In August 2023, the Company amended the agreements governing the VIL OCDs to, among other items, extend the maturity of the first tranche of the VIL OCDs to August 27, 2024. The fair value of the VIL OCDs at issuance was approximately $ million. The VIL OCDs accrue interest at a rate of % annually. Interest is payable to ATC TIPL semi-annually, with the first payment received in September 2023.
The VIL OCDs are recorded in Prepaid and other current assets in the consolidated balance sheet at fair value. The significant input to the fair value of the VIL OCDs is the lesser of the (i) VIL equity share price underlying the instruments, less a liquidity discount, and (ii) redemption value. Unrealized holding gains and losses for the VIL OCDs are recorded in Other income (expense) in the consolidated statements of operations in the current period. During the year ended December 31, 2023, the Company recognized unrealized gains of $ million for the VIL OCDs held as of December 31, 2023.
Items Measured at Fair Value on a Nonrecurring Basis
Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs.
During the year ended December 31, 2023, long-lived assets held and used with a carrying value of $ billion, included assets of approximately $ billion that were written down to their net realizable value of less than $ billion as a result of an asset impairment charge of $ million. During the year ended December 31, 2022, long-lived assets held and used with a carrying value of $ billion, included assets of approximately $ billion that were written down to their net realizable value of approximately $ billion as a result of an asset impairment charge of $ million. The asset impairment charges are recorded in Other operating expenses in the accompanying consolidated statements of operations. These adjustments were determined by comparing the estimated fair value of the subject assets utilizing projected future discounted cash flows to be provided from the long-lived assets to the asset’s carrying value.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% to % | % | | % to % | | % | | Weighted average cost of capital (2) | % to % | | % | | % to % | | % |
_______________(1)On a local currency basis.
(2)Specific to the country of each impaired asset. Due to the underlying economic characteristics of the markets the Company operates in, the weighted average cost of capital may vary significantly from market to market.
The majority of the tenant relationships measured at fair value for impairment purposes in 2022 utilized a weighted average cost of capital of %; however, terminal growth rates are not used in the valuation of acquired tenant-related intangible assets.
% | % | | Acquired network location intangible assets | | % | | % |
| Acquired tenant-related intangible assets | | % | | % |
| | | The Company believes any reasonable change in the significant unobservable inputs utilized would not have a material impact on the fair value of the assets used in connection with the impairment recorded.
During the year ended December 31, 2023, the Company undertook a process to evaluate various strategic alternatives with respect to its India operations, which resulted in the Pending ATC TIPL Transaction (as defined in note 22) in January 2024. As part of this process, the Company received indications of value from third parties, which were less than the carrying value of the India reporting unit. The Company incorporated this information as a significant input used to determine the fair value of the India reporting unit.
The Company performed its annual goodwill impairment test as of December 31, 2023. The Company determined that the carrying amount of the Spain reporting unit exceeded its fair value, as calculated under an income approach using future discounted cash flows.
% | | | |
| Weighted average cost of capital | % | | | | | During the year ended December 31, 2023, the Company recorded goodwill impairments of $ million related to India and $ million related to Spain, for a total of $ million, as discussed further in note 5.
There were no other items measured at fair value on a nonrecurring basis during the year ended December 31, 2023.
Fair Value of Financial Instruments—The Company’s financial instruments for which the carrying value reasonably approximates fair value at December 31, 2023 and 2022 include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. The Company’s estimates of fair value of its long-term obligations, including the current portion, are based primarily upon reported market values. For long-term debt not actively traded, fair value is estimated using either indicative price quotes or a discounted cash flow analysis using rates for debt with similar terms and maturities. As of December 31, 2023, the carrying value and fair value of long-term obligations, including the current portion, were $ billion and $ billion, respectively, of which $ billion was measured using Level 1 inputs and $ billion was measured using Level 2 inputs. As of December 31, 2022, the carrying value and fair value of long-term obligations, including the current portion, were $ billion and $ billion, respectively, of which $ billion was measured using Level 1 inputs and $ billion was measured using Level 2 inputs.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
12.
) | | $ | () | | | $ | () | |
| State | () | | | () | | | () | |
| Foreign | () | | | () | | | () | |
| Deferred: | | | | | |
| Federal | | | | () | | | | |
| State | | | | | | | () | |
| Foreign | | | | | | | | |
| Income tax provision | $ | () | | | $ | () | | | $ | () | |
The effective tax rate (“ETR”) on income from continuing operations for the years ended December 31, 2023, 2022 and 2021 differs from the federal statutory rate primarily due to the Company’s qualification for taxation as a REIT, as well as adjustments for state and foreign items. As a REIT, the Company may deduct earnings distributed to stockholders against the income generated by its REIT operations.
For the year ended December 31, 2023, the increase in the income tax provision was primarily attributable to increased earnings in certain foreign jurisdictions in the current year after adjusting for non-deductible amounts, partially offset by a benefit in the current year from the application of a tax law change in Kenya. The income tax provision for the year ended December 31, 2022 included a reduction in income due to intangible asset impairment charges in India. The income tax provision for the year ended December 31, 2023 included the reversal of valuation allowances of $ million in certain foreign jurisdictions as compared to the reversal of valuation allowances of $ million for the year ended December 31, 2022.
% | | | % | | | % | | Adjustment to reflect REIT status (1) | () | | | () | | | () | |
| | | |
| Foreign taxes | | | | () | | | | |
| Foreign withholding taxes | | | | | | | | |
| Uncertain tax positions | | | | | | | | |
| Changes in tax laws | () | | | | | | | |
| | | |
| Changes in valuation allowance | () | | | () | | | () | |
| Effective tax rate | | % | | | % | | | % |
_______________
(1) As a result of the ability to utilize the dividends paid deduction to offset the Company’s REIT income and gains.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | Foreign | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | $ | | | | Net operating loss carryforwards | | | | | |
| Accrued asset retirement obligations | | | | | |
| Stock-based compensation | | | | | |
| Unearned revenue | | | | | |
| Unrealized loss on foreign currency | | | | | |
| Other accruals and allowances | | | | | |
| Nondeductible interest | | | | | |
| Tax credits | | | | | |
| Capital loss carryforwards (1) | | | | | |
| Items not currently deductible and other | | | | | |
| Liabilities: | | | |
| Depreciation and amortization | () | | | () | |
| Right-of-use asset | () | | | () | |
| Deferred rent | () | | | () | |
| |
| Other | () | | | () | |
| Subtotal | () | | | () | |
| Valuation allowance | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
_______________
The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Valuation allowances may be reversed if, based on changes in facts and circumstances, the net deferred tax assets have been determined to be realizable.
At December 31, 2023 and 2022, the Company has provided a valuation allowance of $ million and $ million, respectively, which primarily relates to foreign items. The increase in the valuation allowance for the year ending December 31, 2023 is due to uncertainty as to the timing of, and the Company’s ability to recover, net deferred tax assets in certain foreign operations in the foreseeable future, offset by reversals and fluctuations in foreign currency exchange rates. The amount of deferred tax assets considered realizable, however, could be adjusted if objective evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | Additions (1) | | | | | | | | | |
| Usage, expiration and reversals | | () | | | () | | | () | |
| Foreign currency translation | | () | | | () | | | () | |
| Balance as of December 31, | | $ | | | | $ | | | | $ | | |
_______________
The recoverability of the Company’s deferred tax assets has been assessed utilizing projections based on its current operations. Accordingly, the recoverability of the deferred tax assets is not dependent on material asset sales or other non-routine transactions. Based on its current outlook of future taxable income during the carryforward period, the Company believes that deferred tax assets, other than those for which a valuation allowance has been recorded, will be realized.
The Company intends to reinvest foreign earnings indefinitely outside of the U.S., except for earnings in certain entities in Brazil, Burkina Faso, Costa Rica, Jersey, Mexico, Netherlands, Singapore, South Africa and the United Kingdom. Any tax consequences for future distributions have been recorded as deferred tax liabilities.
| | $ | | | | $ | | | | 2029 to 2033 | | | | | | | | |
| 2034 to 2038 | | | | | | | | |
| 2039 to 2043 | | | | | | | | |
| Indefinite carryforward | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
As of December 31, 2023 and 2022, the total amount of unrecognized tax benefits that would impact the ETR, if recognized, is $ million and $ million, respectively. The amount of unrecognized tax benefits for the year ended December 31, 2023 includes additions to the Company’s existing tax positions of $ million.
The Company expects the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe, or if the applicable statute of limitations lapses. The impact of the amount of such changes to previously recorded uncertain tax positions could range from to $ million.
| | $ | | | | $ | | | | Additions based on tax positions related to the current year | | | | | | | | |
| Additions and reductions for tax positions of prior years (1) | | | | | | | () | |
| | | |
| Foreign currency | | | | () | | | () | |
| Reduction as a result of the lapse of statute of limitations | () | | | () | | | () | |
| Reduction as a result of effective settlements | () | | | () | | | () | |
| Balance at December 31 | $ | | | | $ | | | | $ | | |
_______________
(1) Year ended December 31, 2021 includes adjustments of $() million due to a reclassification of unrecognized tax benefits to penalties and income tax-related interest expense.
During the year ended December 31, 2023, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $ million in the liability for unrecognized tax benefits. During the year ended December 31, 2022, the statute of
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million in the liability for unrecognized tax benefits. During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $ million.The Company recorded penalties and tax-related interest expense to the tax provision of $ million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2023, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled. During the years ended December 31, 2022 and 2021, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ million and $ million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled. In addition, as a result of a settlement in the United States, $ million was reclassified to Accrued income tax payable as of December 31, 2021.
As of December 31, 2023 and 2022, the total amount of accrued income tax-related interest and penalties included in the consolidated balance sheets were $ million and $ million, respectively.
The Company has filed for prior taxable years, and for its taxable year ended December 31, 2023 will file, numerous consolidated and separate income tax returns, including U.S. federal and state tax returns and foreign tax returns. The Company is subject to examination in the United States and various state and foreign jurisdictions for certain tax years. As a result of the Company’s ability to carryforward federal, state and foreign NOLs, the applicable tax years generally remain open to examination several years after the applicable loss carryforwards have been used or have expired. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. The Company believes that adequate provisions have been made for income taxes for all periods through December 31, 2023.
13.
. In December 2022, the Company’s Compensation Committee changed the terms of its awards to generally vest over . The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to March 10, 2023. The impact of the change in vesting terms was $ million for the year ended December 31, 2023. Performance-based restricted stock units (“PSUs”) generally vest over . Stock options generally expire from the date of grant. As of December 31, 2023, the Company had the ability to grant stock-based awards with respect to an aggregate of million shares of common stock under the 2007 Plan. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a % discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 throughNovember 30 and from December 1 through May 31 of each year.
| | $ | | | | $ | | | _______________
(1)For the year ended December 31, 2023, excludes $ million of stock-based compensation expenses related to severance recorded in Other operating expense in the accompanying consolidated statements of operations.
Stock Options—There were options granted during the years ended December 31, 2023, 2022 and 2021. The fair values of previously granted stock options were estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions at the date of grant.
The intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ million, $ million and $ million, respectively. As of December 31, 2023, there was unrecognized compensation expense
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million during the year ended December 31, 2023. | | $ | | | | | | | Granted | | | | | | | | | | |
| Exercised | | () | | | | | | | | |
| Forfeited | | | | | | | | | | |
| Expired | | | | | | | | | | |
| Outstanding as of December 31, 2023 | | | | | $ | | | | | $ | |
| Exercisable as of December 31, 2023 | | | | | $ | | | | | $ | |
| Vested as of December 31, 2023 | | | | | $ | | | | | $ | |
- $ | | | | $ | | | | | | | | | $ | | | $ - $ | | | | | | | | | | | | | | |
$ - $ | | | | | | | | | | | | | | |
$ - $ | | | | | $ | | | | | | | | | $ | | |
Restricted Stock Units and Performance-Based Restricted Stock Units—
| | $ | | | | | | | $ | | | | Granted (2) | | | | | | | | | | | |
| | | | | |
| Vested and Released (3) | () | | | | | | () | | | | |
| Forfeited | () | | | | | | () | | | | |
| Outstanding as of December 31, 2023 | | | | $ | | | | | | | $ | | |
| Expected to vest as of December 31, 2023 | | | | $ | | | | | | | $ | | |
| Vested and deferred as of December 31, 2023 (4) | | | | $ | | | | | | | $ | | |
performance period for the 2022 PSUs and the 2021 PSUs (each as defined below), or shares and shares, respectively, and the shares issuable at the end of the performance period for the PSUs granted in 2020 (the “2020 PSUs”) based on achievement against the performance metrics for the performance period, or shares.(2)PSUs consist of the target number of shares issuable at the end of the performance period for the 2023 PSUs (as defined below), or shares, and target number of shares issuable at the end of the performance period for the Retention PSUs (as defined below), or shares. PSUs also includes the shares above target that are issuable for the 2021 PSUs at the end of the performance cycle based on exceeding the performance metric for the performance period, or shares.
(3)PSUs consist of shares vested pursuant to the 2020 PSUs. There are no additional shares to be earned related to the 2020 PSUs.
(4)Vested and deferred RSUs are related to deferred compensation for certain former employees.
The total fair value of RSUs and PSUs that vested during the year ended December 31, 2023 was $ million.
Restricted Stock Units—As of December 31, 2023, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $ million and is expected to be recognized over a weighted average period of approximately
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement). Performance-Based Restricted Stock Units—During the year ended December 31, 2023, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of PSUs (the “2023 PSUs”) to its executive officers and established the performance metrics for these awards. During the years ended December 31, 2022 and 2021, the Company’s Compensation Committee granted an aggregate of PSUs (the “2022 PSUs”), PSUs (the “2021 PSUs”), respectively, to its executive officers and established the performance metrics for these awards.
Threshold, target and maximum parameters were established for the metrics for a performance period with respect to each of the 2023 PSUs, the 2022 PSUs and the 2021 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from to % of the target amounts. At the end of each performance period, the number of shares that vest will depend on the degree of achievement against the pre-established performance goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
During the year ended December 31, 2023, the Company’s Compensation Committee granted an aggregate of PSUs to certain non-executive employees (the “Retention PSUs”) and established the performance metrics for these awards. Target parameters were established for a performance period and will be used to calculate the number of shares that will be issuable when the awards vest, which may be either or % of the target amount. At the end of the performance period, the number of shares that vest will depend on the achievement against the pre-established performance goals. The Retention PSUs will be paid out in common stock at the end of performance period, subject generally to the employee’s continued employment, death or disability (each as defined in the applicable award agreement). The Retention PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest. The Company recognized $ million in stock-based compensation expense related to the Retention PSUs. As of December 31, 2023, there was unrecognized compensation expense related to the Retention PSUs.
million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at December 31, 2023 was $ million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted-average period over which the cost will be recognized is approximately .
14.
million in proceeds upon exercises of stock options and sales pursuant to the ESPP. Stock Repurchase Programs—In March 2011, the Company’s Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $ billion of its common stock (the “2011 Buyback”). In December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company is authorized to repurchase up to $ billion of its common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the year ended December 31, 2023, there were repurchases under either of the Buyback Programs. As of December 31, 2023, the Company has repurchased a total of shares of its common stock under the 2011 Buyback for an aggregate of $ billion, including commissions and fees. As of December 31, 2023, the Company has made any repurchases under the 2017 Buyback.
Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors. With respect to open market purchases, the Company may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows the Company to repurchase shares during
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | % | | $ | | | | | % | | $ | | | | | % | | Capital gains distribution | | | | | | | | | | | | | | | | | |
| Total | $ | | | (1) | | % | | $ | | | (2) | | % | | $ | | | (3) | | % |
_______________
(1) Excludes dividend declared on December 13, 2023 of $ per share, which was paid on February 1, 2024 to common stockholders of record at the close of business on December 28, 2023 and which will apply to the 2024 tax year. Includes dividend declared on December 7, 2022 of $ per share, which was paid on February 2, 2023 to common stockholders of record at the close of business on December 28, 2022 and which applied to the 2023 tax year.
(2) Excludes dividend declared on December 7, 2022 of $ per share, which was paid on February 2, 2023 to common stockholders of record at the close of business on December 28, 2022 and which applied to the 2023 tax year.
(3) Includes dividend declared on December 15, 2021 of $ per share, which was paid on January 14, 2022 to common stockholders of record at the close of business on December 27, 2021. Also includes dividend declared on December 3, 2020 of $ per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $ million and $ million as of December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, the Company paid $ million of distributions upon the vesting of restricted stock units. To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.
15.
% and % noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”) for total aggregate consideration of billion EUR (approximately $ billion at the date of closing).As of December 31, 2023, ATC Europe consists of the Company’s operations in France, Germany and Spain. The Company currently holds a % controlling interest in ATC Europe, with CDPQ and Allianz holding % and % noncontrolling interests, respectively. ATC Europe holds a % interest in the subsidiaries that consist of the Company’s operations in France and an % and an % controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a % and a % noncontrolling interest in each respective subsidiary.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% controlling interest in in Kirtonkhola Tower Bangladesh Limited (“KTBL”) for million BDT (approximately $ million at the date of closing). Confidence Group holds a % noncontrolling interest in KTBL.Stonepeak Transaction—In July 2022, the Company entered into an agreement pursuant to which certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) acquired a noncontrolling ownership interest in the Company’s U.S. data center business. The transaction was completed in August 2022 for total aggregate consideration of $ billion, through an investment in common equity of $ million and mandatorily convertible preferred equity of $ million. In October 2022, the Company entered into an agreement with Stonepeak for Stonepeak to acquire additional common equity and mandatorily preferred equity interests in the Company’s U.S. data center business for total aggregate consideration of $ million (together with the August 2022 closing, the “Stonepeak Transaction”).
As of December 31, 2023, the Company holds a common equity interest of approximately % in its U.S. data center business, with Stonepeak holding approximately % of the outstanding common equity and % of the outstanding mandatorily convertible preferred equity. On a fully converted basis, which is expected to occur from the date of the initial closing in August 2022, and on the basis of the currently outstanding equity, the Company will hold a controlling ownership interest of approximately %, with Stonepeak holding approximately %. The mandatorily convertible preferred equity, which accrues dividends at %, will convert into common equity on a for one basis, subject to adjustment that will be measured on the conversion date.
Dividends to noncontrolling interests—Certain of the Company’s subsidiaries may, from time to time, declare dividends.
During the year ended December 31, 2023, the Company’s U.S. data center business had distributions of $ million related to the outstanding Stonepeak mandatorily convertible preferred equity (the “Stonepeak Preferred Distributions”). As of December 31, 2023, the amount accrued for Stonepeak Preferred Distributions was $ million. Beginning in January 2024, pursuant to the terms of the ownership agreement with Stonepeak, on a quarterly basis, the Company’s U.S. data center business will distribute common dividends to the Company and to Stonepeak in proportion to their respective equity interests in the Company’s U.S. data center business (the “Stonepeak Common Dividend”). As of December 31, 2023, the amount accrued for the Stonepeak Common Dividend was $ million.
During the year ended December 31, 2023, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared and paid a dividend of million EUR (approximately $ million at the date of payment), pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.
| | $ | | | | | |
| | |
| Stonepeak Transaction (1) | | | | | | |
| | |
| | |
| Net loss attributable to noncontrolling interests | | () | | | () | |
| Foreign currency translation adjustment attributable to noncontrolling interests, net of tax | | | | | () | |
| Contributions from noncontrolling interest holders | | | | | | |
| Distributions to noncontrolling interest holders (2) | | () | | | () | |
| Balance as of December 31, | | $ | | | | $ | | |
_______________
(1) Represents the impact of contributions received from Stonepeak described above on Noncontrolling interests. Reflected within Contributions from noncontrolling interest holders in the consolidated statements of equity.
(2) For the year ended December 31, 2023, primarily includes the Stonepeak Common Dividend and the Stonepeak Preferred Distributions. For the year ended December 31, 2022, includes $ million of Stonepeak Preferred Distributions and dividends of $ million paid to PGGM.
16.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | Net losses on sales or disposals of assets (2) | | | | | | | | |
| Other operating expenses (3) | | | | | | | | |
| Total Other operating expenses | $ | | | | $ | | | | $ | | |
_______________
(1) For the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.
(2) For the year ended December 31, 2023, includes a net loss of $ million on the sales of Mexico Fiber and ATC Poland.
(3) For the year ended December 31, 2023, includes severance and related costs as discussed below. For the year ended December 31, 2021, includes acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.
| | $ | | | | $ | | | | Tenant relationships (2) | | | | | | | | |
| | | |
| Other (3) | | | | | | | | |
| Total impairment charges included in Other operating expense | $ | | | | $ | | | | $ | | |
| Goodwill impairment (4) | $ | | | | $ | | | | $ | | |
| Total impairment charges | $ | | | | $ | | | | $ | | |
| | | | _______________
(1) During the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.
(2) During the year ended December 31, 2023, impairment charges relate to impaired tenant relationships in Africa. During the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below, and impaired tenant relationships related to fiber in Mexico. During the year ended December 31, 2021, impairment charges relate to a fully impaired tenant relationship in Africa.
(3) Includes impairment charges related to right-of-use assets.
(4) During the year ended December 31, 2023, includes goodwill impairment associated with the India and Spain reporting units (as discussed in note 5).
India Impairments
The Company reviews long-lived assets for impairment annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an assets may not be recoverable, as further discussed in note 1.
In the third quarter of 2022, VIL, communicated that it would make partial payments of its contractual amounts owed to the Company and indicated that it would continue to make partial payments for the remainder of 2022. In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to the Company beginning on January 1, 2023. However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to the Company, and that it would instead continue to make partial payments. In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to the Company.
The Company considered these developments and the uncertainty with respect to amounts owed under its tenant leases when conducting its 2022 annual impairment assessments for long-lived assets in India. A probability weighted assessment was performed, incorporating current and expected industry and market conditions and trends and, as a result, the Company determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
•An impairment of $ million was taken on tower and network location intangible assets in India.
•The Company also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $ million.
The Company recorded a goodwill impairment charge of $ million in India during the year ended December 31, 2023 as discussed in note 5. The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated statements of operations for the year ended December 31, 2023.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million were recorded in Other operating expense in the accompanying consolidated statements of operations for the year ended December 31, 2023. | | |
| | | |
| Africa property | | | | |
| Europe property | | | | |
| Latin America property | | | | |
| | | |
| Services | | | | |
| Other (1) | | | | |
| Total severance and related costs | $ | | | | | _______________
.
Unpaid obligations for severance and related costs as of December 31, 2023, are included in Payroll and related withholdings within Accrued expenses in the consolidated balance sheet as of December 31, 2023:
|
| Additions | |
| |
| Payments | () |
| Balance as of December 31, | $ | | | 17.
| | $ | | | | $ | | |
| | | |
| Basic weighted average common shares outstanding | | | | | | | | |
| Dilutive securities | | | | | | | | |
| Diluted weighted average common shares outstanding | | | | | | | | |
| Basic net income attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | | |
| Diluted net income attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | | |
Shares Excluded From Dilutive Effect
| | | | | | | | | | |
| | | |
18.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
wireless communications sites, which commenced on March 27, 2015. The average term of the lease or sublease for all communications sites at the inception of the agreement was approximately years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the leased sites in tranches, subject to the applicable lease, sublease or management rights upon its scheduled expiration. Each tower is assigned to an annual tranche, ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche. The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related towers. The aggregate purchase option price for the towers leased and subleased is approximately $ billion. Verizon will occupy the sites as a tenant for an initial term of with optional successive terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction. AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately towers, which commenced between December 2000 and August 2004. Substantially all of the towers are part of the Trust Securitizations. The average term of the lease or sublease for all sites at the inception of the agreement was approximately years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of December 31, 2023, the Company has purchased an aggregate of approximately of the subleased towers which are subject to the applicable agreement, including towers purchased during the year ended December 31, 2023 for an aggregate purchase price of $ million. The aggregate purchase option price for the remaining towers leased and subleased is $ billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site. For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 2025 at the then-current monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy. Thereafter, AT&T shall have the right to renew such lease for up to successive terms.
Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue assessments with minimal examination. These notices and assessments do not represent amounts that the Company is obligated to pay and are often not reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not enforceable, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
Guaranties and Indemnifications—The Company enters into agreements from time to time in the ordinary course of business pursuant to which it agrees to guarantee or indemnify third parties for certain claims. The Company has also entered into purchase and sale agreements relating to the sale or acquisition of assets containing customary indemnification provisions. The Company’s indemnification obligations under these agreements generally are limited solely to damages resulting from breaches of representations and warranties or covenants under the applicable agreements. In addition, payments under such indemnification clauses are generally conditioned on the other party making a claim that is subject to whatever defenses the Company may have and are governed by dispute resolution procedures specified in the particular agreement. Further, the Company’s obligations under these agreements may be limited in duration and amount, and in some instances, the Company may have recourse against third parties for payments made by the Company. The Company has not historically made any material payments under these agreements and, as of December 31, 2023, is not aware of any agreements that could result in a material payment.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
19.
| | $ | | | | $ | | |
Cash paid for income taxes (net of refunds of $, $ and $, respectively) | | | | | | | | |
| Non-cash investing and financing activities: | | | | | |
| (Decrease) increase in accounts payable and accrued expenses for purchases of property and equipment and construction activities | () | | | | | | | |
| Purchases of property and equipment under finance leases, perpetual easements and capital leases | | | | | | | | |
| Fair value of debt assumed through acquisitions (1) | | | | | | | | |
| Settlement of third-party debt | | | | () | | | () | |
| Replacement awards (2) | | | | | | | | |
_______________
(1) For the year ended December 31, 2021, consists of repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite.
(2) For the year ended December 31, 2021, consists of CoreSite Acquisition purchase consideration related to CoreSite Replacement Awards.
20.
data center facilities and related assets in United States markets. As a result of the CoreSite Acquisition, the Company established the Data Centers segment as a reportable segment in the fourth quarter of 2021. The Company’s Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States. The Data Centers segment offers different types of leased land and related services from, and requires different resources, skill sets and marketing strategies than the existing property operating segment in the U.S. & Canada. As of December 31, 2023, the Company’s property operations consisted of the following:
•U.S. & Canada: property operations in Canada and the United States;
•Asia-Pacific: property operations in Australia, Bangladesh, India, New Zealand and the Philippines;
•Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;
•Europe: property operations in France, Germany and Spain;
•Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru; and
•Data Centers: data center property operations in the United States.
Services—The Company’s Services segment offers tower-related services in the United States, including AZP, structural and mount analyses, and construction management, which primarily support its site leasing business, including the addition of new tenants and equipment on its communications sites. The Services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
The accounting policies applied in compiling segment information below are similar to those described in note 1. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | | | Segment operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment gross margin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment selling, general, administrative and development expense (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment operating profit | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | | | | $ | | | | | |
| Other selling, general, administrative and development expense | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | | | | | | | | | | | | | | |
| Other expense (2) | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | $ | | |
| Capital expenditures (3) (4) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ million.
(2)Primarily includes interest expense, $ million in impairment charges, $ million of goodwill impairment charges in India and Spain, as further discussed in note 5, and losses from foreign currency exchange rate fluctuations. The year ended December 31, 2023 also includes a net loss of $ million on the sales of Mexico Fiber and ATC Poland.
(3)Includes $ million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(4)Includes $ million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | | | Segment operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Segment gross margin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment selling, general, administrative and development expense (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment operating profit | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | | | | $ | | | | | |
| Other selling, general, administrative and development expense | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | | | | | | | | | | | | | | |
| Other expense (2) | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | $ | | |
| Capital expenditures (3) (4) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ million.
(2) Primarily includes interest expense and $ million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(3) Includes $ million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(4) Includes $ million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Property | | | | Total Property | | Services | | Other | | Total |
| Year ended December 31, 2021 | | U.S. & Canada | | Asia-Pacific | | Africa | | Europe | | Latin America | | Data Centers | |
| Segment revenues | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Segment operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Segment gross margin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment selling, general, administrative and development expense (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment operating profit | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | | | | $ | | | | | |
| Other selling, general, administrative and development expense | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | | | | | | | | | | | | | | |
| Other expense (2) | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | $ | | |
| Capital expenditures (3) (4) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
million.(2)Primarily includes interest expense and $ million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(3)Includes $ million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(4)Includes $ million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
| | $ | | | Asia-Pacific property | | | | |
| Africa property | | | | |
| Europe property | | | | |
| Latin America property | | | | |
| Data Centers | | | | |
| Services | | | | |
| Other (2) | | | | |
| Total assets | $ | | | | $ | | | _______________
(1)Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(2)Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | |
| United States (2) | | | | | | | | |
| Asia-Pacific (1): | | | | | |
| Australia | | | | | | | | |
| Bangladesh | | | | | | | | |
| India | | | | | | | | |
| New Zealand | | | | | | | | |
| Philippines | | | | | | | | |
| Africa (1): | | | | | |
| Burkina Faso | | | | | | | | |
| Ghana | | | | | | | | |
| Kenya | | | | | | | | |
| Niger | | | | | | | | |
| Nigeria | | | | | | | | |
| South Africa | | | | | | | | |
| Uganda | | | | | | | | |
| Europe (1): | | | | | |
| France | | | | | | | | |
| Germany | | | | | | | | |
| Poland (3) | | | | | | | | |
| Spain | | | | | | | | |
| Latin America (1): | | | | | |
| Argentina | | | | | | | | |
| Brazil | | | | | | | | |
| Chile | | | | | | | | |
| Colombia | | | | | | | | |
| Costa Rica | | | | | | | | |
| Mexico | | | | | | | | |
| Paraguay | | | | | | | | |
| Peru | | | | | | | | |
| | | |
| Total operating revenues | $ | | | | $ | | | | $ | | |
_______________
(1) Balances are translated at the applicable exchange rate, which may impact comparability between periods.
(2) Balances include revenue from the Company’s Services and Data Centers segments.
(3) During the year ended December 31, 2023, the Company completed the sale of ATC Poland.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | United States (3) | | | | | |
| Asia-Pacific (2): | | | |
| Australia | | | | | |
| Bangladesh | | | | | |
| India | | | | | |
| New Zealand | | | | | |
| Philippines | | | | | |
| Africa (2): | | | |
| Burkina Faso | | | | | |
| Ghana | | | | | |
| Kenya | | | | | |
| Niger | | | | | |
| Nigeria | | | | | |
| South Africa | | | | | |
| Uganda | | | | | |
| Europe (2): | | | |
| France | | | | | |
| Germany | | | | | |
| Poland | | | | | |
| Spain | | | | | |
| Latin America (2): | | | |
| Argentina | | | | | |
| Brazil | | | | | |
| Chile | | | | | |
| Colombia | | | | | |
| Costa Rica | | | | | |
| Mexico | | | | | |
| Paraguay | | | | | |
| Peru | | | | | |
| Total long-lived assets | $ | | | | $ | | |
_______________
(1) Includes Property and equipment, net, Goodwill and Other intangible assets, net.
(2) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
% | | | % | | | % | | AT&T | | % | | | % | | | % |
| Verizon Wireless | | % | | | % | | | % |
21.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
22.
% ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”) for total aggregate consideration of up to billion INR (approximately $ billion), including the value of the VIL OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT. The Company will retain the full economic benefit associated with the VIL OCDs, and rights to payments on certain existing customer receivables. The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval. Repayment of % Senior Notes—On January 12, 2024, the Company repaid $ million aggregate principal amount of the Company’s % senior unsecured notes due 2024 (the “% Notes”) upon their maturity. The % Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, of the % Notes remained outstanding.
Repayment of % Senior Notes—On February 14, 2024, the Company repaid $ billion aggregate principal amount of the Company’s % senior unsecured notes due 2024 (the “% Notes”) upon their maturity. The % Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, of the % Notes remained outstanding.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
Sites (1) | | $ | | | (2) | (3) | | (3) | | $ | | | (5) | $ | () | | | Various | | Various | | Up to years | | Data Centers | | | | | (4) | | (4) | | | | (5) | () | | | Various | | Various | | Up to years |
_______________
(1) No single site exceeds 5% of the total amounts indicated in the table above.
(2) Certain assets secure debt of $ billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4) The Company has aggregated data center information on a basis consistent with its tower portfolio.
(5) Does not include those sites under construction. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Gross amount at beginning | $ | | | | $ | | | | $ | | |
| Additions during period: | | | | | |
| Acquisitions (1) | | | | | | | | |
| Discretionary capital projects (2) | | | | | | | | |
| Discretionary ground lease purchases (3) | | | | | | | | |
| Redevelopment capital expenditures (4) | | | | | | | | |
| Capital improvements (5) | | | | | | | | |
| Start-up capital expenditures (6) | | | | | | | | |
| Other (7) | () | | | | | | | |
| Total additions | | | | | | | | |
| Deductions during period: | | | | | |
| Cost of real estate sold or disposed | () | | | () | | | () | |
| Other (8) | () | | | () | | | () | |
| Total deductions: | () | | | () | | | () | |
| Balance at end | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Gross amount of accumulated depreciation at beginning | $ | () | | | $ | () | | | $ | () | |
| Additions during period: | | | | | |
| Depreciation | () | | | () | | | () | |
| Other | | | | | | | | |
| Total additions | () | | | () | | | () | |
| Deductions during period: | | | | | |
| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | |
| Other (8) | | | | | | | | |
| Total deductions | | | | | | | | |
| Balance at end | $ | () | | | $ | () | | | $ | () | |
_______________
(1)Includes amounts related to the acquisition of data centers.
(2)Includes amounts incurred primarily for the construction of new sites.
(3)Includes amounts incurred to purchase or otherwise secure the land under communications sites.
(4)Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
(5)Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
(6)Includes amounts incurred in connection with acquisitions or new market launches. Start-up capital expenditures includes non-recurring expenditures contemplated in acquisitions, new market launch business cases or initial deployment of new technologies or platform expansion initiatives that lead to an increase in site-level cash flow generation.
(7)Primarily includes regional improvements, other additions, and net adjustments related to the Company’s asset retirement obligations. For the year ended December 31, 2022, includes $ billion of data center equipment acquired in 2021 not previously classified as an investment in real estate. The Company determined that the inclusion of data center equipment in this schedule would provide better information and be more consistent with others in the data center industry.
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