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(1)For the year ended December 31, 2024, includes the repayments of the 2021 EUR Three Year Delayed Draw Term Loan and the India Term Loan (as defined below).
Senior Notes
Repayments of Senior Notes
Repayment of 0.600% Senior Notes—On January 12, 2024, we repaid $500.0 million aggregate principal amount of the 0.600% Notes upon their maturity. The 0.600% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 0.600% Notes remained outstanding.
Repayment of 5.00% Senior Notes—On February 14, 2024, we repaid $1.0 billion aggregate principal amount of the 5.00% Notes upon their maturity. The 5.00% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 5.00% Notes remained outstanding.
Repayment of 3.375% Senior Notes—On May 15, 2024, we repaid $650.0 million aggregate principal amount of the 3.375% Notes upon their maturity. The 3.375% Notes were repaid using borrowings under the 2021 Credit Facility (as defined below). Upon completion of the repayment, none of the 3.375% Notes remained outstanding.
Repayment of 2.950% Senior Notes—On January 14, 2025, we repaid $650.0 million aggregate principal amount of our 2.950% senior unsecured notes due 2025 (the “2.950% Notes”) upon their maturity. The 2.950% Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 2.950% Notes remained outstanding.
Offerings of Senior Notes
5.200% Senior Notes and 5.450% Senior Notes Offering—On March 7, 2024, we completed a registered public offering of $650.0 million aggregate principal amount of 5.200% senior unsecured notes due 2029 (the “5.200% Notes”) and $650.0 million aggregate principal amount of 5.450% senior unsecured notes due 2034 (the “5.450% Notes”). The net proceeds from this offering were approximately $1,281.3 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
3.900% Senior Notes and 4.100% Senior Notes Offering—On May 29, 2024, we completed a registered public offering of 500.0 million EUR ($540.1 million at the date of issuance) aggregate principal amount of 3.900% senior unsecured notes due 2030 (the “3.900% Notes”) and 500.0 million EUR ($540.1 million at the date of issuance) aggregate principal amount of 4.100% senior unsecured notes due 2034 (the “4.100% Notes”). The net proceeds from this offering were approximately 988.4 million EUR (approximately $1,067.5 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing EUR indebtedness under the 2021 Multicurrency Credit Facility.
5.000% Senior Notes and 5.400% Senior Notes Offering— On November 21, 2024, we completed a registered public offering of $600.0 million aggregate principal amount of 5.000% senior unsecured notes due 2030 (the “5.000% Notes”) and $600.0 million aggregate principal amount of 5.400% senior unsecured notes due 2035 (the “5.400% Notes” and, collectively with the 5.200% Notes, the 5.450% Notes, the 3.900% Notes, the 4.100% Notes and the 5.000% Notes, the “2024 Notes”). The
net proceeds from this offering were approximately $1,183.7 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
The key terms of the 2024 Notes are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Senior Notes | | Aggregate Principal Amount (in millions) | | Issue Date and Interest Accrual Date | | Maturity Date | | Contractual Interest Rate | | First Interest Payment | | Interest Payments Due (1) | | Par Call Date (2) |
| 5.200% Notes | | $ | 650.0 | | | March 7, 2024 | | February 15, 2029 | | 5.200 | % | | August 15, 2024 | | February 15 and August 15 | | January 15. 2029 |
| 5.450% Notes | | $ | 650.0 | | | March 7, 2024 | | February 15, 2034 | | 5.450 | % | | August 15, 2024 | | February 15 and August 15 | | November 15. 2033 |
| 3.900% Notes (3) | | $ | 540.1 | | | May 29, 2024 | | May 16, 2030 | | 3.900 | % | | May 16, 2025 | | May 16 | | February 16, 2030 |
| 4.100% Notes (3) | | $ | 540.1 | | | May 29, 2024 | | May 16, 2034 | | 4.100 | % | | May 16, 2025 | | May 16 | | February 16. 2034 |
| 5.000% Notes | | $ | 600.0 | | | November 21, 2024 | | January 31, 2030 | | 5.000 | % | | July 31, 2025 | | January 31 and July 31 | | December 31, 2029 |
| 5.400% Notes | | $ | 600.0 | | | November 21, 2024 | | January 31, 2035 | | 5.400 | % | | July 31, 2025 | | January 31 and July 31 | | October 31, 2034 |
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(1)Accrued and unpaid interest on U.S. Dollar (“USD”) denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(2)We may redeem the 2024 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Notes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the 2024 Notes on or after the par call date, we will not be required to pay a make-whole premium.
(3)The 3.900% Notes and the 4.100% Notes are denominated in EUR; dollar amounts represent the aggregate principal amount at the issuance date.
If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the 2024 Notes, we may be required to repurchase all of the 2024 Notes at a purchase price equal to 101% of the aggregate principal amount of those 2024 Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The 2024 Notes rank equally in right of payment with all of our other senior unsecured debt obligations and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.
Each applicable supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture.
Bank Facilities
Amendments to Bank Facilities—On January 28, 2025, we amended our (i) 2021 Multicurrency Credit Facility, (ii) $4.0 billion senior unsecured revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Credit Facility”) and (iii) $1.0 billion unsecured term loan, as amended and restated on December 8, 2021, as further amended (the “2021 Term Loan”).
These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
2021 Multicurrency Credit Facility—As of December 31, 2024, we had the ability to borrow up to $6.0 billion under the 2021 Multicurrency Credit Facility, which includes a $3.5 billion sublimit for multicurrency borrowings, a $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans. During the year ended December 31, 2024, we borrowed an aggregate of $5.4 billion, including 0.9 billion EUR ($1.0 billion as of the borrowing date) and repaid an aggregate of $6.1 billion, including 1.1 billion EUR ($1.2 billion as of the repayment date), of revolving indebtedness under the 2021 Multicurrency Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 0.600% Notes, the
5.00% Notes and the 2021 EUR Three Year Delayed Draw Term Loan, and for general corporate purposes. We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility. As of December 31, 2024, there are no EUR borrowings outstanding under the 2021 Multicurrency Credit Facility.
2021 Credit Facility—As of December 31, 2024, we had the ability to borrow up to $4.0 billion under the 2021 Credit Facility, which includes a $2.5 billion sublimit for multicurrency borrowings, $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans. During the year ended December 31, 2024, we borrowed an aggregate of $1.5 billion and repaid an aggregate of $3.1 billion of revolving indebtedness under our 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 3.375% Notes, and for general corporate purposes.
Repayment of 2021 EUR Three Year Delayed Draw Term Loan—On May 21, 2024, we repaid all amounts outstanding under the 2021 EUR Three Year Delayed Draw Term Loan using borrowings under the 2021 Multicurrency Credit Facility.
As of December 31, 2024, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan were as follows:
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| Bank Facility | | Outstanding Principal Balance | Maturity Date | | SOFR or EURIBOR borrowing interest rate range (1) | Base rate borrowing interest rate range (1) | Current margin over SOFR or EURIBOR and the base rate, respectively (2) |
| 2021 Multicurrency Credit Facility | (3) | $ | — | | July 1, 2026 | (4) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% |
| 2021 Credit Facility | (3) | — | | July 1, 2028 | (4) | 0.875% - 1.500% | 0.000% - 0.500% | 1.125% and 0.125% |
| 2021 Term Loan | (3) | 1,000.0 | | January 31, 2027 | | 0.875% - 1.750% | 0.000% - 0.750% | 1.125% and 0.125% |
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(1)Represents interest rate above: (a) Secured Overnight Financing Rate (“SOFR”) for SOFR based borrowings, (b) Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and (c) the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2)As further discussed above, on January 28, 2025, we amended the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan to update the current margin over SOFR or EURIBOR and the base rate to 1.000% and 0.000%, respectively.
(3)Currently borrowed at SOFR.
(4)Subject to two optional renewal periods.
We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility. The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.200% per annum, based upon our debt ratings, and is currently 0.110%.
The 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing either a defined base rate, SOFR or EURIBOR as the applicable base rate for borrowings under these bank facilities.
Each Bank Loan Agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
Other Subsidiary Debt—As of December 31, 2023, our other subsidiary debt included drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”).
Amounts outstanding and key terms of other subsidiary debt consisted of the following as of December 31, (in millions, except percentages): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Carrying Value
(Denominated Currency) | | Carrying Value
(USD) | | Interest Rate | | Maturity Date |
| | 2024 | | 2023 | | 2024 | | 2023 | | | | |
| Nigeria Letters of Credit (1) | | $ | — | | | $ | 3.4 | | | $ | — | | | $ | 3.4 | | | Various | | Various |
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(1) Denominated in USD. During the years ended December 31, 2024 and 2023, we drew on letters of credit in Nigeria. The drawn amounts bear interest at a rate equal to the SOFR at the time of drawing plus a spread. Amounts are due 270 days from the date of drawing.
Each of the agreements governing the other subsidiary debt contains contractual covenants and other restrictions. Failure to comply with certain of the financial and operating covenants could constitute a default under the applicable debt agreement,
which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
India Term Loan—On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under an unsecured term loan in India with a maturity date that is one year from the date of the first draw thereunder (the “India Term Loan”). In January 2024, we amended the India Term Loan to extend the maturity date to December 31, 2024. On September 12, 2024, in connection with the completion of the ATC TIPL Transaction, we repaid the India Term Loan.
Stock Repurchase Programs—In March 2011, our Board approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”). In December 2017, our Board approved an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the year ended December 31, 2024, there were no repurchases under either of the Buyback Programs.
Under each program, we are authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors. With respect to open market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows us to repurchase shares during periods when we may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. These programs may be discontinued at any time.
We have repurchased a total of 14.5 million shares of our common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. We expect to continue managing the pacing of the remaining approximately $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Repurchases under the Buyback Programs are subject to, among other things, us having available cash to fund the repurchases.
Sales of Equity Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan (the “ESPP”) and upon exercise of stock options granted under our equity incentive plan, as amended (the “2007 Plan”). During the year ended December 31, 2024, we received an aggregate of $46.4 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
Future Financing Transactions—We regularly consider various options to obtain financing and access the capital markets, subject to market conditions, to meet our funding needs. Such capital raising alternatives, in addition to those noted above, may include amendments and extensions of our bank facilities, entry into new bank facilities, transactions with private equity funds or partnerships, additional senior note and equity offerings and securitization transactions. No assurance can be given as to whether any such financing transactions will be completed or as to the timing or terms thereof.
Distributions—As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into consideration our utilization of NOLs. We have distributed an aggregate of approximately $20.5 billion to our common stockholders, including the dividend paid in February 2025, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years beginning before 2026.
During the year ended December 31, 2024, we paid $6.56 per share, or $3.1 billion, to our common stockholders of record. In addition, we declared a distribution of $1.62 per share, or $757.1 million, paid on February 3, 2025 to our common stockholders of record at the close of business on December 27, 2024.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $22.5 million and $21.5 million as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, we paid $12.0 million of distributions upon the vesting of restricted stock units.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board may deem relevant.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2024, see note 14 to our consolidated financial statements included in this Annual Report.
Material Cash Requirements—The following table summarizes material cash requirements from known contractual and other obligations as of December 31, 2024 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total |
| Debt obligations (1) | | $ | 3,693.0 | | | $ | 3,319.3 | | | $ | 5,466.7 | | | $ | 6,027.4 | | | $ | 3,677.0 | | | $ | 14,572.9 | | | $ | 36,756.3 | |
| Operating lease obligations (2) | | 986.9 | | | 924.9 | | | 886.1 | | | 843.4 | | | 801.7 | | | 7,088.1 | | | 11,531.1 | |
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(1) Includes aggregate principal maturities of long-term debt, including finance lease obligations (see note 8 to our consolidated financial statements included in this Annual Report).
(2) Includes payments under non-cancellable initial terms, as well as payments for certain renewal periods at our option, which we expect to renew because failure to do so could result in a loss of the applicable communications sites and related revenues from tenant leases (see note 4 to our consolidated financial statements included in this Annual Report).
Distributions—We expect that our 2025 total distributions declared to our common stockholders will be $3.2 billion. The amount, timing and frequency of future distributions will be at the sole discretion of our Board.
Asset Retirement Obligations—We are required to remove our assets and remediate the leased sites upon which certain of our assets are located. As of December 31, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was $4.5 billion.
Factors Affecting Sources of Liquidity
Our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements discussed below represent our material debt agreements that contain covenants, our compliance with which would be material to an investor’s understanding of our financial results and the impact of those results on our liquidity.
Internally Generated Funds—Because the majority of our customer leases are multiyear contracts, a significant majority of the revenues generated by our property operations as of the end of 2024 is recurring revenue that we should continue to receive in future periods. Accordingly, a key factor affecting our ability to generate cash flow from operating activities is to maintain this recurring revenue and to convert it into operating profit by minimizing operating costs and fully achieving our operating efficiencies. In addition, our ability to increase cash flow from operating activities depends upon the demand for our communications infrastructure and our related services and our ability to increase the utilization of our existing communications infrastructure.
Restrictions Under Loan Agreements Relating to Our Credit Facilities—Each Bank Loan Agreement contains certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The Bank Loan Agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. As of December 31, 2024, we were in compliance with each of these covenants. | | | | | | | | | | | | | | | | | | | | |
| | | | Compliance Tests For The 12 Months Ended
December 31, 2024
($ in billions) |
| | Ratio (1) | | Additional Debt Capacity Under Covenants (2) | | Capacity for Adjusted EBITDA Decrease Under Covenants (3) |
| Consolidated Total Leverage Ratio | | Total Debt to Adjusted EBITDA
≤ 6.00:1.00 | | ~5.4 | | ~0.9 |
| Consolidated Senior Secured Leverage Ratio | | Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00 | | ~18.4 (4) | | ~6.1 (4) |
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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, |
| | 2024 | | 2023 | | 2022 |
| REVENUES: | | | | | |
| Property | $ | | | | $ | | | | $ | | |
| Services | | | | | | | | |
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| 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 expense | | | | | | | | |
| Goodwill impairment | | | | | | | | |
| Total operating expenses | | | | | | | | |
| OPERATING INCOME | | | | | | | | |
| OTHER INCOME (EXPENSE): | | | | | |
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| Interest income | | | | | | | | |
| Interest expense | () | | | () | | | () | |
| Loss on retirement of long-term obligations | | | | () | | | () | |
Other income (expense) (including foreign currency gains (losses) of $, $(), and $ respectively) | | | | () | | | | |
| Total other expense | () | | | () | | | () | |
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | | | | | | |
| Income tax provision | () | | | () | | | () | |
| NET INCOME FROM CONTINUING OPERATIONS | | | | | | | | |
| LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES | () | | | () | | | () | |
| NET INCOME | | | | | | | | |
| Net (income) loss attributable to noncontrolling interests | () | | | | | | | |
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| NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS | $ | | | | $ | | | | $ | | |
| NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS | $ | | | | $ | | | | $ | | |
| NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS | $ | () | | | $ | () | | | $ | () | |
| NET INCOME PER COMMON SHARE AMOUNTS: | | | | | |
| Basic net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Basic net loss from discontinued operations attributable to American Tower Corporation common stockholders | () | | | () | | | () | |
| Basic net income attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Diluted net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Diluted net loss from discontinued operations 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)
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| | | Year Ended December 31, |
| | | 2024 | | 2023 | | 2022 |
| Net income | | $ | | | | $ | | | | $ | | |
| Other comprehensive (loss) income: | | | | | | |
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| Reclassification of cumulative translation adjustments associated with the sale of ATC TIPL | | | | | | | | | |
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Foreign currency translation adjustments, net of tax (benefit) expense of $(), $, and $(), respectively. | | () | | | | | | () | |
| Other comprehensive (loss) income | | () | | | | | | () | |
| Comprehensive income | | | | | | | | | |
| Comprehensive loss attributable to noncontrolling interests | | | | | | | | | |
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions) | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | 2024 | | 2023 | | 2022 |
| 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 | | | | | | | | | |
| (Gain) 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 | | | | | | | | | |
| Loss on sale of ATC TIPL | | | | | | | | | |
| 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 | | | | | | | | | |
|
| Proceeds from the sale of ATC TIPL | | | | | | | | | |
| Deposits and other | | () | | | | | | | |
| Cash provided by (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 issuance of securities in securitization transaction | | | | | | | | | |
| Repayments of notes payable, credit facilities, senior notes, secured debt, 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 | | | | | | | | | |
|
|
|
| Deferred financing costs and other financing activities | | () | | | () | | | () | |
|
|
) | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | |
| | | | | | |
| | | | | | |
)
|
|
|
|
|
| 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.
towers in connection with the AT&T transaction described in note 18 for an aggregate purchase price of $ million. During the year ended December 31, 2024, the Company made million EUR (approximately $ million) of deferred payments, including post-closing adjustments, associated with the Company’s acquisition of the European and Latin American tower divisions from Telxius Telecom, S.A. in 2021 (the “Telxius Acquisition”), which is included 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)
7.
| | $ | | |
| Accrued income tax payable | | | | | |
| Accrued pass-through costs | | | | | |
| Amounts payable for acquisitions (1) | | | | | |
| Amounts payable to tenants | | | | | |
| Accrued property and real estate taxes | | | | | |
| Accrued rent | | | | | |
|
| Payroll and related withholdings | | | | | |
| Other accrued expenses | | | | | |
|
| Accrued expenses | $ | | | | $ | | |
_______________
(1)As of December 31, 2024 includes $ million of deferred payments, including post-closing adjustments, associated with the Telxius Acquisition due in 2025.
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 (3) (4) | | | | | | | N/A | | N/A |
% senior notes (5) | | | | | | | N/A | | N/A |
% senior notes (6) | | | | | | | N/A | | N/A |
% senior notes (7) | | | | | | | N/A | | N/A |
% senior notes (8) | | | | | | | | % | | 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 | | | | | | | | % | | February 15, 2029 |
% senior notes | | | | | | | | % | | March 15, 2029 |
% senior notes (9) | | | | | | | | % | | May 21, 2029 |
% senior notes | | | | | | | | % | | August 15, 2029 |
% senior notes | | | | | | | | % | | January 15, 2030 |
% senior notes | | | | | | | | % | | January 31, 2030 |
% senior notes (9) | | | | | | | | % | | May 16, 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 |
% senior notes (9) | | | | | | | | % | | May 21, 2033 |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | | | | | | % | | July 15, 2033 | % senior notes | | | | | | | | % | | November 15, 2033 |
% senior notes | | | | | | | | % | | February 15, 2034 |
% senior notes (9) | | | | | | | | % | | May 16, 2034 |
% senior notes | | | | | | | | % | | January 31, 2035 |
% senior notes | | | | | | | | % | | October 15, 2049 |
% senior notes | | | | | | | | % | | June 15, 2050 |
% senior notes | | | | | | | | % | | January 15, 2051 |
| Total American Tower Corporation debt | | | | | | | | | |
| | | | | | | |
| Series 2015-2 Notes (10) | | | | | | | | % | | June 16, 2025 |
| Series 2018-1A Securities (11) | | | | | | | | % | | March 15, 2028 |
| Series 2023-1A Securities (12) | | | | | | | | % | | March 15, 2028 |
| Other subsidiary debt (13) (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, 2024.
(2)Accrues interest at a variable rate.
(3)As of December 31, 2023, reflects borrowings denominated in Euro (“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 May 21, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(5)Repaid in full on January 12, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(6)Repaid in full on February 14, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(7)Repaid in full on May 15, 2024 using borrowings under the 2021 Credit Facility (as defined below).
(8)Repaid in full on January 14, 2025 using cash on hand and borrowings under the 2021 Multicurrency Credit Facility.
(9)Notes are denominated in EUR.
(10)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(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)As of December 31, 2023, includes amounts drawn under letters of credit in Nigeria, which are denominated in USD.
(14)As of December 31, 2023, excludes borrowings under the India Term Loan (as defined in note 22), which is included within Current liabilities of discontinued operations in the consolidated balance sheets.
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, 2025 (the “% Notes”), (ii) $ million aggregate principal amount of the Company’s % senior unsecured notes due March 15, 2025, (iii) million EUR aggregate principal amount of the Company’s % senior unsecured notes due April 4, 2025, (iv) $ million aggregate principal amount of the Company’s % senior unsecured notes due June 1, 2025, (v) $ million aggregate principal amount of the Company’s % senior unsecured notes due September 15, 2025 and (vi) $ million aggregate principal amount of the Company’s Secured Tower Revenue Notes, Series 2015-2, Class A due June 16, 2025.
American Tower Corporation Debt
Bank Facilities
2021 Multicurrency Credit Facility—During the year ended December 31, 2024, the Company borrowed an aggregate of $ billion, including billion EUR ($ billion as of the borrowing date) and repaid an aggregate of $ billion, including billion EUR ($ billion as of the repayment date), of revolving indebtedness under its $ billion senior unsecured multicurrency revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Multicurrency Credit Facility”). The Company used the borrowings to repay outstanding indebtedness, including the % Notes, the % Notes and the 2021 EUR Delayed Draw Term Loan (each as defined below), and for general corporate purposes. The Company used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2021 Credit Facility—During the year ended December 31, 2024, the Company borrowed an aggregate of $ billion and repaid an aggregate of $ billion of revolving indebtedness under its $ billion senior unsecured revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Credit Facility”). The Company used the borrowings to repay outstanding indebtedness, including the % Notes (as defined below), and for general corporate purposes. As of December 31, 2024, there were amounts outstanding under the 2021 Credit Facility.
Repayment of 2021 EUR Delayed Draw Term Loan—On May 21, 2024, the Company repaid all amounts outstanding under its million EUR ($ million as of the repayment date) unsecured term loan, as amended in December 2021 (the “2021 EUR Delayed Draw Term Loan”) using borrowings under the 2021 Multicurrency Credit Facility.
billion unsecured term loan, as amended and restated in December 2021, as further amended (the “2021 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 |
|
|
_______________(1) Secured Overnight Financing Rate (“SOFR”) applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan.
(2) Fee on undrawn portion of each credit facility.
(3) Subject to optional renewal periods.
Subsequent to December 31, 2024, the Company amended the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, as further discussed in note 24.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, and the 2021 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 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.
Repayment of % Senior Notes—On May 15, 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 Credit Facility. Upon completion of the repayment, of the % Notes remained outstanding.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% Senior Notes and % Senior Notes Offering—On May 29, 2024, the Company completed a registered public offering of million EUR ($ million at the date of issuance) aggregate principal amount of % senior unsecured notes due 2030 (the “% Notes”) and million EUR ($ million at the date of issuance) aggregate principal amount of % senior unsecured notes due 2034 (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 EUR indebtedness under the 2021 Multicurrency Credit Facility.
% Senior Notes and % Senior Notes Offering— On November 21, 2024, the Company completed a registered public offering of $ million aggregate principal amount of % senior unsecured notes due 2030 (the “% Notes”) and $ million aggregate principal amount of % senior unsecured notes due 2035 (the “% Notes” and, collectively with the % Notes, the % Notes, the % Notes, the % Notes and the % Notes, 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.
% 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 (4) | | | | () | | | () | | | 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 (4) | | | | () | | | () | | | 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 |
% Notes | | | | () | | | () | | | January 15 and July 15 | | October 3, 2019 | | November 15, 2026 |
% Notes (4) | | | | () | | | () | | | January 15 | | May 21, 2021 | | November 15, 2026 |
% Notes (4) | | | | () | | | () | | | February 15 | | October 5, 2021 | | December 15, 2026 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | April 1, 2022 | | February 15, 2027 |
% Notes (4) | | | | () | | | () | | | 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 (4) | | | | () | | | () | | | 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 |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | | () | | | () | | | May 15 and November 15 | | September 15, 2023 | | October 15, 2028 | % Notes | | | | () | | | | | | February 15 and August 15 | | March 7, 2024 | | January 15. 2029 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | March 15, 2019 | | December 15, 2028 |
% Notes (4) | | | | () | | | () | | | 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 | | | | () | | | | | | January 31 and July 31 | | November 21, 2024 | | December 31, 2029 |
% Notes (4) | | | | () | | | | | | May 16 | | May 29, 2024 | | February 16, 2030 |
% Notes | | | | () | | | () | | | June 15 and December 15 | | June 3, 2020 | | March 15, 2030 |
% Notes (4) | | | | () | | | () | | | 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 (4) | | | | () | | | () | | | May 16 | | May 16, 2023 | | February 16, 2031 |
% Notes | | | | () | | | () | | | March 15 and September 15 | | September 27, 2021 | | June 15, 2031 |
% Notes (4) | | | | () | | | () | | | 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 (4) | | | | () | | | () | | | 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 | | | | () | | | | | | February 15 and August 15 | | March 7, 2024 | | November 15. 2033 |
% Notes (4) | | | | () | | | | | | May 16 | | May 29, 2024 | | February 16. 2034 |
% Notes | | | | () | | | | | | January 31 and July 31 | | November 21, 2024 | | October 31, 2034 |
% Notes | | | | () | | | () | | | April 15 and October 15 | | October 3, 2019 | | April 15, 2049 |
% Notes (5) | | | | () | | | () | | | June 15 and December 15 | | June 3, 2020 | | December 15, 2049 |
% Notes (6) | | | | () | | | () | | | 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) Notes are denominated in EUR.
(5) The original issue date for the initial % Notes was June 3, 2020. The issue date for the reopened % Notes was September 28, 2020.
(6) The original issue date for the initial % Notes was November 20, 2020. The issue date for the reopened % Notes was September 27, 2021.
The Company may redeem each series of senior notes at any time, subject to the terms of the applicable supplemental indenture, in whole or in part, at a redemption price equal to % 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 aggregate 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 in right of payment with all of the Company’s other senior unsecured debt obligations 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,
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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.
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.
On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization,” and, together with the 2023 Securitization, the “Trust Securitizations”), in which the Trust issued $ 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”).
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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 Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for consecutive calendar quarters.
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.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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, 2024 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.
Other Subsidiary Debt—As of December 31, 2023, the Company’s other subsidiary debt included drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”).
| | $ | | | | $ | | | | $ | | | | Various | | Various | | | |
| | |
| | |
| | |
| | | _______________
(1) Denominated in USD. During the years ended December 31, 2024 and 2023, we drew on letters of credit in Nigeria. The drawn amounts bear interest at a rate equal to the SOFR at the time of drawing plus a spread. Amounts are due 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.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Maturities—
|
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| Thereafter | | | |
| Total cash obligations | | | |
| Unamortized discounts, premiums and debt issuance costs, net | | () | |
| Balance as of December 31, 2024 | | $ | | |
9.
| | $ | | | | Other miscellaneous liabilities | | | | | |
| Other non-current liabilities | $ | | | | $ | | |
10.
| | $ | | | | Additions | | | | | |
| Accretion expense (1) | | | | | |
| Revisions in estimates (2) | | | | () | |
| Settlements | () | | | () | |
| Balance as of December 31, | $ | | | | $ | | |
_______________(1)For the year ended December 31, 2024 reflects an estimated $ million decrease in accretion expense related to the extension in the estimated settlement dates, as discussed in note 1.
million and an increase to the liability of $ million related to foreign currency translation for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024 includes a $ million increase in the asset retirement obligation liability related to the extension in the estimated settlement dates, as discussed in note 1.
As of December 31, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was $ billion.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
11.
Items Measured at Fair Value on a Recurring Basis— | $ | | | | | | | $ | | | $ | | | | | | | VIL OCDs (2) | | | | | | | | | | | | $ | | | | | |
|
|
| million and $ million, respectively, for equity securities held as of December 31, 2024.(2) As of December 31, 2023, included within Current assets of discontinued operations in the consolidated balance sheets.
VIL Optionally Convertible Debentures—In February 2023, and as amended in August 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 TIPL, in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL OCDs were (a) to be repaid by VIL with interest or (b) convertible into equity of VIL. 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 accrued interest at a rate of % annually. Interest was payable to ATC TIPL semi-annually, with the first payment received in September 2023.
On March 23, 2024, the Company converted an aggregate face value of billion INR (approximately $ million) of VIL OCDs into million shares of equity of VIL (the “VIL Shares”).
On April 29, 2024, the Company completed the sale of million VIL Shares at a price of INR per share. The net proceeds for this transaction were approximately billion INR (approximately $ million at the date of settlement) after deducting commissions and fees.
On June 5, 2024, the Company completed the sale of the remaining aggregate face value of billion INR (approximately $ million) of the VIL OCDs. The net proceeds for this transaction, excluding accrued interest, were approximately billion INR (approximately $ million at the date of settlement) after deducting fees.
During the year ended December 31, 2024, the Company recognized a gain of $ million on the sales of the VIL Shares and the VIL OCDs. The gains on the sales of the VIL Shares and the VIL OCDs are recorded in Loss from discontinued operations, net of taxes in the consolidated statements of operations in the current period. As of December 31, 2024, of the VIL Shares or the VIL OCDs remained outstanding.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| % | | % 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.
% | % | | 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 ATC TIPL Transaction. 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 during the year ended December 31, 2023. During the year ended December 31, 2023, the Company recorded a goodwill impairment of $ million, as discussed further in note 22.
The Company performed its annual goodwill impairment test as of December 31, 2023 and 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 a goodwill impairment of $ million related to Spain, as discussed further in note 5.
There were no other items measured at fair value on a nonrecurring basis during the years ended December 31, 2024 and 2023.
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, 2024, 2023 and 2022 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, 2024, the increase in the income tax provision was primarily attributable to increased earnings in certain foreign jurisdictions, partially due to the impacts of the change in estimated useful lives on depreciation and amortization expense as described in note 1 and withholding taxes on equity distributions, including those related to the ATC TIPL Transaction, and management fees from certain foreign subsidiaries. Additionally, the income tax provision for the year ended December 31, 2024, included the reversal of valuation allowances of $ million in foreign and domestic jurisdictions as compared to the reversal of valuation allowances of $ million for the year ended December 31, 2023. The income tax provision for the year ended December 31, 2023 also included a benefit from the application of a tax law change in Kenya.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
% | | | % | | | % | | 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.
| | $ | | | | $ | | | | 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 (1) | | | | | |
| Capital loss carryforwards (2) | | | | | |
| Items not currently deductible and other | | | | | |
| Liabilities: | | | |
| Depreciation and amortization | () | | | () | |
| Right-of-use asset | () | | | () | |
| Deferred rent | () | | | () | |
|
| Other | () | | | () | |
| Subtotal | () | | | () | |
| Valuation allowance | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
_______________
(1)As of December 31, 2024 includes foreign tax credits determined to be available for use against taxable income.
(2)As of December 31, 2024 and 2023 includes amounts related to the sale of Mexico Fiber. As of December 31, 2024 also includes amounts related to the sale of ATC TIPL.
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, Uganda and the United Kingdom. Any tax consequences for future distributions have been recorded as deferred tax liabilities.
| | $ | | | | $ | | | | 2030 to 2034 | | | | | | | | |
| 2035 to 2039 | | | | | | | | |
| 2040 to 2044 | | | | | | | | |
| Indefinite carryforward | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
As of December 31, 2024 and 2023, 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, 2024 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.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | Additions based on tax positions related to the current year | | | | | | | | |
| Additions and reductions for tax positions of prior years | | | | | | | | |
|
| Foreign currency | () | | | | | | () | |
| Reduction as a result of the lapse of statute of limitations | () | | | () | | | () | |
| Reduction as a result of effective settlements | () | | | () | | | () | |
| Balance at December 31 | $ | | | | $ | | | | $ | | |
During the year ended December 31, 2024, 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, 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 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.
The Company recorded penalties and tax-related interest expense to the tax provision of $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ million, $ million and $ million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.
As of December 31, 2024 and 2023, 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, 2024 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, 2024.
13.
for RSUs and stock options. 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. PSUs generally vest over . Stock options generally expire from the date of grant. As of December 31, 2024, 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 through November 30 and from December 1 through May 31 of each year.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | _______________
(1)For the years ended December 31, 2024, 2023 and 2022, excludes $ million, $ million, and $ million, respectively, of stock-based compensation expense related to ATC TIPL, which is included in Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations.
(2)For the year ended December 31, 2024, includes $ million of accelerated stock-based compensation expense related to unvested and outstanding awards for certain former employees that vested upon termination in accordance with the Company’s severance plan.
(3)For the year ended December 31, 2023, excludes $ million of stock-based compensation expense related to severance incurred as part of the Company’s restructuring plan as discussed in note 16 recorded in Other operating expense in the accompanying consolidated statements of operations.
Stock Options—There were options granted during the years ended December 31, 2024, 2023 and 2022. 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, 2024, 2023 and 2022 was $ million, $ million and $ million, respectively. As of December 31, 2024, there was unrecognized compensation expense related to unvested stock options. The amount of cash received from the exercise of stock options was $ million during the year ended December 31, 2024.
| | $ | | | | | | | | Granted | | | | | | | | | | |
| Exercised | | () | | | | | | | | |
| Forfeited | | | | | | | | | | |
| Expired | | | | | | | | | | |
| Outstanding as of December 31, 2024 | | | | | $ | | | | | | $ | | |
| Exercisable as of December 31, 2024 | | | | | $ | | | | | | $ | | |
| Vested as of December 31, 2024 | | | | | $ | | | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | | | $ | | | | | | | | | $ | | | $ - $ | | | | | | | | | | | | | | |
$ - $ | | | | | | | | | | | | | | |
$ - $ | | | | | $ | | | | | | | | | $ | | |
Restricted Stock Units and Performance-Based Restricted Stock Units—
| | $ | | | | | | | $ | | | | Granted (2) | | | | | | | | | | | |
| |
| Vested and Released (3) | () | | | | | | () | | | | |
| Forfeited | () | | | | | | () | | | | |
| Outstanding as of December 31, 2024 | | | | $ | | | | | | | $ | | |
| Expected to vest as of December 31, 2024 | | | | $ | | | | | | | $ | | |
| Vested and deferred as of December 31, 2024 (4) | | | | $ | | | | | | | $ | | |
performance period for the 2023 PSUs and the 2022 PSUs (each as defined below), or shares and shares, respectively, the shares issuable at the end of the performance period for the PSUs granted in 2021 (the “2021 PSUs”) based on achievement against the performance metrics for the performance period, or shares and the target remaining number of shares issuable at the end of the performance period for PSUs granted to certain non-executive employees during the year ended December 31, 2023, net of forfeitures, or shares (the “Retention PSUs”).(2)PSUs consist of the target number of shares issuable at the end of the performance period for the 2024 PSUs (as defined below), or shares. PSUs also include the shares above target that are issuable for the 2022 PSUs at the end of the performance cycle based on exceeding the performance metric for the performance period, or shares.
(3)RSUs include shares accelerated related to the ATC TIPL Transaction. PSUs consist of shares vested pursuant to the 2021 PSUs and the Retention PSUs. There are no additional shares to be earned related to the 2021 PSUs or the Retention 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, 2024 was $ million.
Restricted Stock Units—As of December 31, 2024, 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 . 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, 2024, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of PSUs (the “2024 PSUs”) to its executive officers and established the performance and market metrics for these awards. During the years ended December 31, 2023 and 2022, the Company’s Compensation Committee granted an aggregate of PSUs (the “2023 PSUs”) and PSUs (the “2022 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 2024 PSUs, the 2023 PSUs and the 2022 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 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.
The 2024 PSUs include a market condition component based on relative total shareholder return as measured against the REIT constituents included in the S&P 500 Index. For the component of the 2024 PSUs subject to a market condition, fair value is
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| Risk-free interest rate | | | % |
| Annualized volatility | | | % |
During the year ended December 31, 2024, the Company recorded $ 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, 2024 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 less than .
ATC TIPL Transaction— Upon completion of the ATC TIPL Transaction, RSUs granted to certain employees in India that were unvested and outstanding immediately vested. The Company recognized $ million of accelerated stock-based compensation expense for these awards during the year ended December 31, 2024, which is included in Loss from discontinued operations, net of taxes.
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, 2024, there were repurchases under either of the Buyback Programs. As of December 31, 2024, 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, 2024, 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 periods when it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
The Company expects to fund any further repurchases of its common stock through a combination of cash on hand, cash generated by operations and borrowings under its credit facilities. Repurchases under the Buyback Programs are subject to, among other things, the Company having available cash to fund the repurchases.
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 5, 2024 of $ per share, which was paid on February 3, 2025 to common stockholders of record at the close of business on December 27, 2024 and which will apply to the 2025 tax year. Includes 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 applied to the 2024 tax year.
(2) 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 applied 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.
(3) 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.
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, 2024 and 2023, respectively. During the year ended December 31, 2024, 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 for total aggregate consideration of billion EUR (approximately $ billion at the date of closing).As of December 31, 2024, 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.
Bangladesh Partnership—In August 2021, the Company acquired a % controlling interest 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 2022, the Company entered into agreements 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 for total aggregate consideration of $ billion, through an investment in common equity and mandatorily convertible preferred equity (the “Stonepeak Transaction”).
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Dividends to noncontrolling interests—Certain of the Company’s subsidiaries may, from time to time, declare dividends.
During the year ended December 31, 2024, the Company’s U.S. data center business declared distributions of $ million related to the outstanding Stonepeak mandatorily convertible preferred equity (the “Stonepeak Preferred Distributions”). As of December 31, 2024, 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”). During the year ended December 31, 2024, the Company’s U.S. data center business made distributions of $ million related to the Stonepeak Common Dividend for the period from the initial closing of the Stonepeak Transaction in August 2022 through December 31, 2023, which was accrued for as of December 31, 2023. The $ million distribution during the year ended December 31, 2024 included a noncash distribution of $ million made in lieu of a common equity contribution from Stonepeak. Additionally, during the year ended December 31, 2024, the Company’s U.S. data center business declared and paid distributions of $ million, related to the Stonepeak Common Dividend.
During the year ended December 31, 2024 , pursuant to the terms of the ownership agreements, ATC Europe C.V., one of the Company’s subsidiaries in the Netherlands, declared and paid aggregate dividends of million EUR (approximately $ million at the dates of payment), pursuant to the terms of the ownership agreements, to the Company, CDPQ and Allianz in proportion to their respective equity interests in ATC Europe C.V.
During the year ended December 31, 2024, pursuant to the terms of the ownership agreements, AT Rhine C.V., one of the Company’s subsidiaries in Germany, declared and paid aggregate dividends of million EUR (approximately $ million at the dates of payment), pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Rhine C.V.
During the year ended December 31, 2024, pursuant to the terms of the ownership agreements, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared and paid aggregate dividends of million EUR (approximately $ million at the dates 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.
| | $ | | | |
|
|
|
|
| Net income (loss) attributable to noncontrolling interests | | | | | () | |
| Foreign currency translation adjustment attributable to noncontrolling interests, net of tax | | () | | | | |
| Contributions from noncontrolling interest holders (1) | | | | | | |
| Distributions to noncontrolling interest holders | | () | | | () | |
| Balance as of December 31, | | $ | | | | $ | | |
_______________
(1) For the year ended December 31, 2024 includes contributions from Stonepeak of $ million, including a noncash contribution of $ million made in lieu of Stonepeak’s receipt of the Stonepeak Common Dividend and a noncash contribution from PGGM of $ million made in lieu of PGGM’s receipt of a distribution.
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 (1) | | | | | | | | |
| Other operating (income) expense (2) | () | | | | | | | |
| Total Other operating expenses | $ | | | | $ | | | | $ | | |
_______________
(1) For the year ended December 31, 2024, includes a gain on the sales of ATC Australia and ATC New Zealand of $ million. For the year ended December 31, 2023, includes a net loss of $ million on the sales of Mexico Fiber and ATC Poland.
(2) During the years ended December 31, 2024, 2023 and 2022, the Company recorded net benefits of $ million, $ million and $ million related to pre-acquisition contingencies and settlements, respectively. For the year ended December 31, 2023, includes severance and related costs as discussed below.
| | $ | | | | $ | | | | Tenant relationships (1) | | | | | | | | |
|
| Other (2) | | | | | | | | |
| Total impairment charges included in Other operating expense | $ | | | | $ | | | | $ | | |
| Goodwill impairment (3) | $ | | | | $ | | | | $ | | |
| Total impairment charges | $ | | | | $ | | | | $ | | |
_______________
(1) During the year ended December 31, 2023, impairment charges related to impaired tenant relationships in Africa. During the year ended December 31, 2022, impairment charges primarily related to impaired tenant relationships related to fiber in Mexico.
(2) Includes impairment charges related to right-of-use assets.
(3) During the year ended December 31, 2023, includes goodwill impairment associated with the Spain reporting unit (as discussed in note 5).
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| |
|
| 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, were included in Payroll and related withholdings within Accrued expenses in the consolidated balance sheet as of December 31, 2023. There are amounts outstanding related to the 2023 restructuring plan as of December 31, 2024.
|
| Additions | | |
|
| Payments | () | |
| Balance as of December 31, | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
17.
| | $ | | | | $ | | |
| Net loss from discontinued operations attributable to American Tower common stockholders | () | | | () | | | () | |
| Net income attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Basic weighted average common shares outstanding | | | | | |
| Dilutive securities | | | | | |
| Diluted weighted average common shares outstanding | | | | | |
| Basic net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Basic net loss from discontinued operations attributable to American Tower Corporation common stockholders per common share | () | | | () | | | () | |
| Basic net income attributable to American Tower Corporation common stockholders per common share | | | | | | | | |
| Diluted net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | |
| Diluted net loss from discontinued operations attributable to American Tower Corporation common stockholders | $ | () | | | $ | () | | | $ | () | |
| Diluted net income attributable to American Tower Corporation common stockholders per common share | | | | | |
Shares Excluded From Dilutive Effect
| | | | | | | |
18.
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
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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 or disposal 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, 2024, is not aware of any agreements that could result in a material payment.
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 | | | | | | | | |
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(2) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ million.
(3) Primarily includes interest expense and $ million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(4) 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.
(5) 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.
| | $ | | | Africa & APAC 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. As of December 31, 2023, includes $ billion of total assets of discontinued operations.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | |
| United States (2) | | | | | | | | |
Africa & APAC (1)(3): | | | | | |
| Australia (4) | | | | | | | | |
| Bangladesh | | | | | | | | |
| New Zealand (4) | | | | | | | | |
| Philippines | | | | | | | | |
| Burkina Faso | | | | | | | | |
| Ghana | | | | | | | | |
| Kenya | | | | | | | | |
| Niger | | | | | | | | |
| Nigeria | | | | | | | | |
| South Africa | | | | | | | | |
| Uganda | | | | | | | | |
| Europe (1): | | | | | |
| France | | | | | | | | |
| Germany | | | | | | | | |
| Poland (5) | | | | | | | | |
| 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) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(4) During the year ended December 31, 2024, the Company completed the sales of ATC Australia and ATC New Zealand.
(5) 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) | | | | | |
Africa & APAC (2): | | | |
| Australia | | | | | |
| Bangladesh | | | | | |
| New Zealand | | | | | |
| Philippines | | | | | |
| Burkina Faso | | | | | |
| Ghana | | | | | |
| Kenya | | | | | |
| Niger | | | | | |
| Nigeria | | | | | |
| South Africa | | | | | |
| Uganda | | | | | |
| Europe (2): | | | |
| France | | | | | |
| Germany | | | | | |
| 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 | | % | | | % | | | % |
| Telefónica | | % | | | % | | | % |
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 “ATC TIPL Transaction”). Per the terms of the agreement, total aggregate consideration represented up to approximately billion Indian Rupees (“INR”) (approximately $ billion), including the value of the VIL OCDs and the VIL Shares (each as defined and further discussed in note 11), payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of the Company’s existing term loan in India, by DIT. During the year ended December 31, 2024, ATC TIPL distributed approximately billion INR (approximately $ million) to the Company, which included the value of the VIL Shares and the VIL OCDs and the satisfaction of the economic benefit associated with the rights to payments on certain existing customer receivables. The distributions were deducted from the total aggregate consideration received by the Company at closing.
The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024, and on September 12, 2024, the Company completed the sale of ATC TIPL and received total consideration of billion INR (approximately $ billion). The Company used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
The Company recorded a loss on the sale of ATC TIPL of $ billion, which primarily included the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ billion.
| | Net assets at closing | () | |
| Loss on sale | $ | () | |
| Deal costs | () | |
| Contingent liability for tax indemnification | () | |
| Reclassification of cumulative translation adjustment | () | |
| Total loss on sale included in loss from discontinued operations, net of taxes | $ | () | |
Under the terms of the Company’s agreement with DIT, the Company is obligated to indemnify DIT with respect to certain tax-related liabilities that may arise from activities prior to the completion of the sale. The Company has recorded a $ million contingent indemnification liability related to uncertain tax positions taken by ATC TIPL prior to the completion of the sale. The contingent indemnification liability is recorded in Other non-current liabilities in the consolidated balance sheets as of December 31, 2024.
The Company recorded a deferred tax asset related to the loss incurred on the sale of ATC TIPL which can only be utilized against future nonresident long-term India capital gains earned by ATC Asia Pacific Pte. Ltd. The Company believes that it is more likely than not that the benefit from this will not be realized and has recorded a full valuation allowance against this deferred tax asset of approximately $ million.
For the year ended December 31, 2023, ATC TIPL represented approximately %, % and %, respectively, of the Company’s international property revenue, international gross margin and international operating profit and %, % and %, respectively, of the Company’s total property revenue, total segment gross margin and total segment operating profit. Prior to the completion of the ATC TIPL Transaction, ATC TIPL represented approximately % of the Company’s international communications sites and % of the Company’s total communications sites. The Company believes that the sale of ATC TIPL represents a strategic shift that will have a major impact on its operations and financial results, and as such, the divestiture qualified for presentation as discontinued operations. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Asia-Pacific property segment. Accordingly, the operating results of ATC TIPL are reported as discontinued operations for all periods presented.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | Restricted cash | | | | | |
| Accounts receivable, net | | | | | |
| Prepaid and other current assets (1) | | | | | |
| Total current assets of discontinued operations | $ | | | | $ | | |
| Property and equipment, net | $ | | | | $ | | |
| Goodwill | | | | | |
| Other intangible assets, net | | | | | |
| Deferred rent | | | | | |
| Right-of-use asset | | | | | |
| Notes receivable and other non-current assets | | | | |
| Total non-current assets of discontinued operations | $ | | | | $ | | |
| Total assets of discontinued operations | $ | | | | $ | | |
_______________(1) As of December 31, 2023, includes the VIL OCDs.
Liabilities of discontinued operations consisted of the following:
| | | | | | | | | | | |
| As of |
| December 31, 2024 | | December 31, 2023 |
| Accounts payable | $ | | | | $ | | |
| Accrued expenses | | | | | |
| Accrued interest | | | | | |
| Current portion of operating lease liability | | | | | |
| Current portion of long-term obligations | | | | | |
| Unearned revenue | | | | | |
| Total current liabilities of discontinued operations | $ | | | | $ | | |
| Operating lease liability | | | | | |
| Asset retirement obligation | | | | | |
| Deferred tax liability | | | | | |
| Other non-current liabilities | | | | | |
| Total non-current liabilities of discontinued operations | $ | | | | $ | | |
| Total liabilities of discontinued operations | $ | | | | $ | | |
Current portion of long-term obligations—Long-term obligations, including the current portion, includes the India Term Loan (as defined below). Interest expense associated with the India Term Loan is included within Loss from discontinued operations, net of taxes in the consolidated statements of operations for the years ended December 31, 2024 and 2023.
On February 17, 2023, ATC TIPL borrowed billion INR (approximately $ million at the date of borrowing) under an unsecured term loan in India, with a maturity date that was from the date of the first draw thereunder, and which was subsequently extended to December 31, 2024 (the “India Term Loan”). The India Term Loan was repaid on September 12, 2024, in connection with the completion of the ATC TIPL Transaction.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | Cost of operations | () | | | () | | | () | |
| Depreciation, amortization and accretion | () | | | () | | | () | |
| Selling, general, administrative and development expense | () | | | () | | | () | |
| Other operating expense (2) | () | | | () | | | () | |
| Loss on sale of ATC TIPL (3) | () | | | | | | | |
| Goodwill impairment | | | | () | | | | |
| Operating loss | () | | | () | | | () | |
| Interest income | | | | | | | | |
| Interest expense | () | | | () | | | () | |
| Other income (expense), net | | | | | | | () | |
| Loss from discontinued operations before taxes | $ | () | | | $ | () | | | $ | () | |
| Income tax provision (benefit) | | | | | | | () | |
| Loss from discontinued operations, net of taxes | $ | () | | | $ | () | | | $ | () | |
_______________(1)Includes the results of operations for ATC TIPL through September 12, 2024.
(2)For the year ended December 31, 2022, primarily includes impairment charges, as discussed below.
(3)Primarily includes the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ billion.
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.
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 ATC TIPL Transaction (as defined in note 22). As a result, the Company performed an interim quantitative goodwill impairment test as of September 30, 2023, 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 interim goodwill impairment test as of September 30, 2023
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows.
| | $ | | | | $ | | | | Capital expenditures | () | | | () | | | () | |
| | | | | |
| Significant non-cash items: | | | | | |
| Depreciation, amortization and accretion | | | | | | | | |
| Stock-based compensation expense | | | | | | | | |
| Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses | () | | | | | | | |
| (Gain) loss on investments, unrealized foreign currency (gain) loss and other non-cash expense | () | | | () | | | | |
| Loss on sale of ATC TIPL (2) | | | | | | | | |
_______________(1)Includes the cash flows for ATC TIPL through September 12, 2024.
(2)Primarily includes the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ billion.
23.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | Operating income | | | | | | | | | | | | | | |
| Net income from continuing operations attributable to American Tower common stockholders | | | | | | | | | | | | | | |
| Net income (loss) from discontinued operations attributable to American Tower common stockholders | | | | | | | () | | | | | | () | |
| Net income (loss) attributable to American Tower Corporation common stockholders | | | | | | | () | | | | | | | |
| Earnings per Share: | | | | | | | | | |
| Basic net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Basic net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders per common share | | | | | | | () | | | | | | () | |
| Basic net income (loss) attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
| Diluted net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Diluted net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders | | | | | | | () | | | | | | () | |
| Diluted net income (loss) attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| | $ | | | | $ | | | | $ | | | | $ | | | | Operating income | | | | | | | | | | | | | | |
| Net income from continuing operations attributable to American Tower common stockholders | | | | | | | | | | | | | | |
| Net income (loss) from discontinued operations attributable to American Tower common stockholders | | | | | | | () | | | | | | () | |
| Net income attributable to American Tower Corporation common stockholders | | | | | | | | | | | | | | |
| Earnings per Share: | | | | | | | | | |
| Basic net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Basic net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders per common share | | | | | | | () | | | | | | () | |
| Basic net income attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Diluted net income from continuing operations attributable to American Tower Corporation common stockholders | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Diluted net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders | | | | | | | () | | | | | | () | |
| Diluted net income attributable to American Tower Corporation common stockholders per common share | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
24.
% Senior Notes—On January 14, 2025, the Company repaid $ million aggregate principal amount of the Company’s % senior unsecured notes due 2025 (the “% Notes”) upon their maturity. The % Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, of the % Notes remained outstanding.Amendments to Bank Facilities—On January 28, 2025, the Company amended its (i) 2021 Multicurrency Credit Facility, (ii) 2021 Credit Facility and (iii) 2021 Term Loan.
These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
of its subsidiaries in South Africa that holds fiber assets (“South Africa Fiber”) for total aggregate consideration of billion South African Rand (approximately $ million) subject to certain adjustments. The Company expects to complete the sale during the first quarter of 2025. South Africa Fiber’s operating results are included within the Africa & APAC property segment.
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. | | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| 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 | $ | | | | $ | | | | $ | | |
| Amounts related to discontinued operations | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| 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 | $ | () | | | $ | () | | | $ | () | |
| Amounts related to discontinued operations | $ | | | | $ | () | | | $ | () | |
_______________
(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.
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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