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| Total current assets | | | | | | |
| PROPERTY AND EQUIPMENT, net | | | | | | |
| GOODWILL | | | | | | |
| OTHER INTANGIBLE ASSETS, net | | | | | | |
| DEFERRED TAX ASSET | | | | | | |
| DEFERRED RENT ASSET | | | | | | |
| RIGHT-OF-USE ASSET | | | | | | |
| NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS | | | | | | |
|
| TOTAL | | $ | | | | $ | | |
| LIABILITIES | | | | |
| CURRENT LIABILITIES: | | | | |
| Accounts payable | | $ | | | | $ | | |
| Accrued expenses | | | | | | |
| Distributions payable | | | | | | |
| Accrued interest | | | | | | |
| Current portion of operating lease liability | | | | | | |
| Current portion of long-term obligations | | | | | | |
| Unearned revenue | | | | | | |
|
| Total current liabilities | | | | | | |
| LONG-TERM OBLIGATIONS | | | | | | |
| OPERATING LEASE LIABILITY | | | | | | |
| ASSET RETIREMENT OBLIGATIONS | | | | | | |
| DEFERRED TAX LIABILITY | | | | | | |
| OTHER NON-CURRENT LIABILITIES | | | | | | |
|
| Total liabilities | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | | |
|
| EQUITY (shares in thousands): | | | | |
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) | | () | |
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) | | () | |
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)) ) | | () | |
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| 2024 |
| | | | $ | | |
| Other comprehensive income (loss): | | | | | | | | |
| | () | |
| | () | |
| | | |
) | | | |
| | | | $ | | | See accompanying notes to unaudited consolidated and condensed consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | 2025 | | 2024 |
| 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 | | | | | | |
|
|
| Other non-cash items reflected in statements of operations | | | | | () | |
| Increase in net deferred rent balances | | () | | | () | |
| Right-of-use asset and Operating lease liability, net | | | | | | |
| Changes in unearned revenue | | | | | | |
| Increase in assets | | () | | | () | |
| Decrease in 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 sale of short-term investments and other non-current assets | | | | | | |
|
| Deposits and other | | () | | | () | |
| Cash used for investing activities | | () | | | () | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| Proceeds from short-term borrowings, net | | | | | | |
| Borrowings under credit facilities | | | | | | |
| Proceeds from issuance of senior notes, net | | | | | | |
|
| Proceeds from other borrowings | | | | | | |
|
| Repayments of notes payable, credit facilities, senior notes, secured debt, term loans and finance leases | | () | | | () | |
| Distributions to noncontrolling interest holders | | () | | | () | |
|
| Contributions from noncontrolling interest holders | | | | | | |
|
| Proceeds from stock options | | | | | | |
| Distributions paid on common stock | | () | | | () | |
|
|
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| Deferred financing costs and other financing activities | | () | | | () | |
|
|
| Cash used for financing activities | | () | | | () | |
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | | | | | () | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | | | | | | |
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | | | | | | |
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | | $ | | | | $ | | |
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $ AND $, RESPECTIVELY) | | $ | | | | $ | | |
| CASH PAID FOR INTEREST | | $ | | | | $ | | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | |
| Purchases of property and equipment under finance leases and perpetual easements | | $ | | | | $ | | |
| Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities | | $ | () | | | $ | () | |
| Distributions to noncontrolling interest holders | | $ | | | | $ | () | |
| Contributions from noncontrolling interest holders | | $ | | | | $ | | |
|
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|
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, share counts in thousands)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | Treasury Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Distributions in Excess of Earnings | | Noncontrolling Interests | | Total Equity | | | | Amount | | Shares | | Amount | | | |
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See accompanying notes to unaudited consolidated and condensed consolidated financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
1.
As of March 31, 2025, the Company holds (i) a % controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 11) hold the noncontrolling interests), (ii) a % controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd. (“Confidence Group”) holds the noncontrolling interest) and (iii) a controlling common equity interest of approximately % in the Company’s U.S. data center business (Stonepeak (as defined and further discussed in note 11) holds approximately % of the outstanding common equity and % of the outstanding mandatorily convertible preferred equity). As of March 31, 2025, ATC Europe holds an % and an % controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests). See note 11 for a discussion of changes to the Company’s noncontrolling interests during the three months ended March 31, 2025 and 2024.
reportable segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than the Company’s data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 14. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.Sale of South Africa Fiber—On March 6, 2025, the Company, through its subsidiary ATC South Africa Wireless Infrastructure Proprietary Limited, completed the sale of its fiber assets in South Africa (“South Africa Fiber”) for total consideration of billion South African Rand (approximately $ million at the date of closing), resulting in a gain on the sale of approximately $ million, which was included in Other operating income in the accompanying consolidated statements of operations. As a result of the transaction, the Company disposed of $ million of goodwill based on the relative fair value of South Africa Fiber and the portion of the applicable goodwill reporting unit that was expected to be retained. Prior to the divestiture, South Africa Fiber’s operating results were included within the Africa & APAC property segment.
| |
| Net assets at closing | () | | |
| | |
| | |
| Total gain on sale included in Other operating expenses (1) | $ | | | | _______________(1)Excludes an estimated $ million of taxes payable.
Significant Accounting Policies—The Company’s significant accounting policies are described in note 1 to the Company’s consolidated financial statements included in the 2024 Form 10-K. There have been no material changes to
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | $ | | |
| Restricted cash | | | | | | |
| Cash and cash equivalents included in assets of discontinued operations | | | | | | |
| Restricted cash included in assets of discontinued operations | | | | | | |
| Total cash, cash equivalents and restricted cash | | $ | | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Services revenue | | | | | | | | | | | | | | | | | | |
| Total non-lease revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Property lease revenue | | | | | | | | | | | | | | | | | | |
| Total revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Services revenue | | | | | | | | | | | | | | | | | | |
| Total non-lease revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Property lease revenue | | | | | | | | | | | | | | | | | | |
| Total revenue | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1)Excludes the operating results of ATC TIPL (as defined in note 15), which are reported as discontinued operations. See note 15 for further discussion.
Property revenue for the three months ended March 31, 2025 and 2024 includes straight-line revenue of $ million and $ million, respectively.
The Company actively monitors the creditworthiness of its customers. In recognizing customer revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis. This assessment takes customer credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed. To the extent the amounts, based on management’s estimates, may not be collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured.
2.
| | $ | | | | Prepaid income tax | | | | | | |
|
| Unbilled receivables | | | | | | |
| Value added tax and other consumption tax receivables | | | | | | |
| Other miscellaneous current assets | | | | | | |
| Prepaid and other current assets | | $ | | | | $ | | |
3.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| Thereafter | | | |
| Total | | $ | | |
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
(2)Balances represent contractual amounts owed with no adjustments made for expected collectibility.
If incentives are present in the Company’s leases, they are evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and Other non-current assets in the consolidated balance sheets and amortized on a straight line basis over the corresponding lease term as a non-cash reduction to revenue. As of March 31, 2025, the remaining weighted average amortization period of the Company’s lease incentives was years. As of March 31, 2025, Other current assets and Other non-current assets include $ million and $ million, respectively, for lease incentives.
Lessee—The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1 to the Company’s consolidated financial statements included in the 2024 Form 10-K. There were material impairments recorded related to these assets during the three months ended March 31, 2025 and 2024.
The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements, towers, equipment and vehicles under finance leases. As of March 31, 2025, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. During the three months ended March 31, 2025, there were no material changes in the terms and provisions of the Company’s operating leases in which the Company is a lessee. There were no material changes in finance lease assets and liabilities during the three months ended March 31, 2025.
| | $ | | | | | | | |
| Current portion of lease liability | | $ | | | | $ | | |
| Lease liability | | | | | | |
| Total operating lease liability | | $ | | | | $ | | |
|
|
|
|
| |
| Weighted-average incremental borrowing rate | | | % | | | % |
|
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| | | |
______________(1)Primarily includes property tax paid on behalf of the landlord.
Supplemental cash flow information is as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2025 | | 2024 (3) |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | |
| Operating cash flows from operating leases | | $ | () | | | $ | () | |
|
|
| | | | |
| Non-cash items: | | | | |
| New operating leases (1) | | $ | | | | $ | | |
| Operating lease modifications and reassessments (2) | | $ | | | | $ | | |
|
______________
(1)Amount includes new operating leases and leases acquired in connection with acquisitions.
(2)For the three months ended March 31, 2024, reflects a $ million increase as a result of the Company’s change in estimated useful lives on January 1, 2024, as additional renewal options may be included.
As of March 31, 2025, the Company does not have material operating or financing leases that have not yet commenced.
| | 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| Thereafter | | | |
| Total lease payments | | | |
| Less amounts representing interest | | () | |
| Total lease liability | | | |
| Less current portion of lease liability | | | |
| Non-current lease liability | | $ | | | _______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
4.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Other (1) | | | | | () | | | | | | | | | | | | | | | () | |
| | | | | | | | | |
| | | | | | | | | |
| Effect of foreign currency translation | | () | | | | | | | | | | | | | | | | | | | |
| Balance as of March 31, 2025 | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________(1)Other represents the goodwill associated with the sale of South Africa Fiber, which was sold during the three months ended March 31, 2025.
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Acquired tenant-related intangibles | Up to | | | | | () | | | | | | | | | () | | | | |
| Acquired licenses and other intangibles | - | | | | | () | | | | | | | | | () | | | | |
| Total other intangible assets | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
_______________
years, as the Company considers these intangibles to be directly related to the tower assets.
The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals. Other intangibles represent the value of acquired licenses, trade name and in place leases. In place lease value represents the fair value of costs avoided in securing data center customers, including vacancy periods, legal costs and commissions. In place lease value also includes assumptions on similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in the fair value of other assets.
The Company amortizes its acquired intangible assets on a straight-line basis over their estimated useful lives. As of March 31, 2025, the remaining weighted average amortization period of the Company’s intangible assets was years. Amortization of intangible assets for the three months ended March 31, 2025 and 2024 was $ million and $ million, respectively.
| | 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| 2030 | | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
5.
| | $ | | | | 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 | | | | | | |
| Total accrued expenses | | $ | | | | $ | | |
_______________
(1)As of March 31, 2025 and December 31, 2024 includes $ million and $ million, respectively, 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”) due in 2025.
6.
| | $ | | | | January 28, 2028 | | 2021 Term Loan (1) | | | | | | | January 28, 2028 |
| 2021 Credit Facility (1) | | | | | | | January 28, 2030 |
% senior notes (2) | | | | | | | January 15, 2025 |
% senior notes (3) | | | | | | | March 15, 2025 |
% senior notes (4) (5) | | | | | | | 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 (5) | | | | | | | 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 (5) | | | | | | | January 15, 2027 |
% senior notes (5) | | | | | | | February 15, 2027 |
% senior notes | | | | | | | March 15, 2027 |
% senior notes (5) | | | | | | | May 16, 2027 |
% senior notes | | | | | | | July 15, 2027 |
% senior notes | | | | | | | January 15, 2028 |
% senior notes (5) | | | | | | | 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 |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
% senior notes (5) | | | | | | May 21, 2029 | % senior notes | | | | | | | August 15, 2029 |
% senior notes | | | | | | | January 15, 2030 |
% senior notes | | | | | | | January 31, 2030 |
% senior notes | | | | | | | March 15, 2030 |
% senior notes (5) | | | | | | | May 16, 2030 |
% senior notes | | | | | | | June 15, 2030 |
% senior notes (5) | | | | | | | October 5, 2030 |
% senior notes | | | | | | | October 15, 2030 |
% senior notes | | | | | | | April 15, 2031 |
% senior notes (5) | | | | | | | May 16, 2031 |
% senior notes | | | | | | | September 15, 2031 |
% senior notes (5) | | | | | | | January 15, 2032 |
% senior notes | | | | | | | March 15, 2032 |
% senior notes | | | | | | | March 15, 2033 |
% senior notes (5) | | | | | | | May 21, 2033 |
% senior notes | | | | | | | July 15, 2033 |
% senior notes | | | | | | | November 15, 2033 |
% senior notes | | | | | | | February 15, 2034 |
% senior notes (5) | | | | | | | May 16, 2034 |
% senior notes | | | | | | | January 31, 2035 |
% senior notes | | | | | | | March 15, 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 (6) | | | | | | | June 16, 2025 |
| Series 2018-1A securities (7) | | | | | | | March 15, 2028 |
| Series 2023-1A securities (8) | | | | | | | March 15, 2028 |
| Other subsidiary debt (9) | | | | | | | March 24, 2033 |
| Total American Tower subsidiary debt | | | | | | | |
| Finance lease obligations | | | | | | | |
| Total | | | | | | | |
| Less current portion of long-term obligations | () | | | () | | | |
| Long-term obligations | $ | | | | $ | | | | |
_______________
(1)Accrues interest at a variable rate.
(2)Repaid in full on January 14, 2025 using cash on hand and borrowings under the 2021 Multicurrency Credit Facility (as defined below).
(3)Repaid in full on March 14, 2025 using proceeds from the issuance of the % Notes and % Notes (each as defined below).
(4)Repaid in full on April 3, 2025 using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
(5)Notes are denominated in EUR.
(6)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(7)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(8)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2053.
(9)As of March 31, 2025, includes the Bangladesh Term Loan (as defined below).
Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) million EUR aggregate principal amount of the Company’s % senior unsecured notes due April 4, 2025 (the “% Notes”), (ii) $ million aggregate principal amount of the Company’s % senior unsecured notes due June 1, 2025, (iii) $ million aggregate principal amount of the Company’s % senior unsecured notes due September 15, 2025, (iv) $ million aggregate principal amount of the Company’s % senior unsecured notes due February 15, 2026 and (v) $ million aggregate principal amount of the Company’s Secured Tower Revenue Notes, Series 2015-2, Class A due June 16, 2025.
Securitized Debt—Cash flows generated by the communications sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
% 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.Repayment of % Senior Notes—On March 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 proceeds from the issuance of the % Notes and the % Notes. Upon completion of the repayment, of the % Notes remained outstanding.
Offerings of Senior Notes
% Senior Notes and % Senior Notes Offering—On March 14, 2025, 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, together with 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 the % Notes, to repay existing indebtedness under the 2021 Multicurrency Credit Facility and for general corporate purposes.
% Notes | $ | | | | March 14, 2025 | | March 15, 2030 | | % | | September 15, 2025 | | March 15 and September 15 | | February 15, 2030 | % Notes | | $ | | | | March 14, 2025 | | March 15, 2035 | | % | | September 15, 2025 | | March 15 and September 15 | | December 15, 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.
(2)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.
If the Company undergoes a change of control and corresponding ratings decline, each as defined in the supplemental indenture for the Notes, the Company may be required to repurchase all of the Notes at a purchase price equal to % of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally in right of payment with all of the Company’s other senior unsecured debt obligations and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.
The supplemental indenture contains certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed x Adjusted EBITDA, as defined in the supplemental indenture.
Bank Facilities
Amendments to Bank Facilities—On January 28, 2025, the Company amended its (i) $ billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended (the “2021 Multicurrency Credit Facility”) (ii) $ billion senior unsecured revolving credit facility, as amended and restated in
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
billion unsecured term loan, as amended and restated in December 2021, as further amended (the “2021 Term Loan”). These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
2021 Multicurrency Credit Facility—During the three months ended March 31, 2025, the Company borrowed an aggregate of $ million and repaid an aggregate of $ million of revolving indebtedness under the 2021 Multicurrency Credit Facility. The Company used the borrowings to repay outstanding indebtedness, including the % Notes.
2021 Credit Facility—During the three months ended March 31, 2025, the Company borrowed an aggregate of $ million and repaid an aggregate of $ million of revolving indebtedness under the 2021 Credit Facility. The Company used the borrowings for general corporate purposes.
| | $ | | | | January 28, 2028 | (3) | | % | | | % |
| 2021 Credit Facility | | | | | | | January 28, 2030 | (3) | | % | | | % |
| 2021 Term Loan | | | | N/A | | January 28, 2028 | | | % | | 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. Euro Interbank Offer Rate (“EURIBOR”) applies for EURIBOR based borrowings.
(2)Fee on undrawn portion of each credit facility.
optional renewal periods.
Bangladesh Term Loan—In March 2025, the Company entered into a million Bangladeshi Taka (“BDT”) (approximately $ million) term loan with a maturity date that is from the date of the first draw thereunder (the “Bangladesh Term Loan”). On March 24, 2025, the Company borrowed million BDT (approximately $ million) under the Bangladesh Term Loan. The Bangladesh Term Loan bears interest at % per annum, subject to quarterly resets. Interest is payable quarterly. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Bangladesh Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.
7.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | $ | | | | | | | $ | | | | $ | | | | | |
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| | | | _______________
(1)For the three months ended March 31, 2025, includes the reversal of $ million of previously recognized stock-based compensation expense associated with awards forfeited in connection with the departure of the Company’s former Executive Vice President and President, APAC due to such role being eliminated. For the three months ended March, 31 2024, excludes $ million of stock-based compensation expense related to ATC TIPL, which is included in Income from discontinued operations, net of taxes in the accompanying consolidated statements of operations.
Stock Options—As of March 31, 2025, there was unrecognized compensation expense related to unvested stock options.
|
|
| Exercised | | () | |
| Forfeited | | | |
| Expired | | | |
| Outstanding as of March 31, 2025 | | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
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 three months ended March 31, 2025, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of PSUs (the “2025 PSUs”) to its executive officers and established the performance and market metrics for these awards. During the years ended December 31, 2024 and 2023, the Compensation Committee granted an aggregate of PSUs (the “2024 PSUs”) and PSUs (the “2023 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 2025 PSUs, the 2024 PSUs and the 2023 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 2025 PSUs and 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 2025 PSUs and the 2024 PSUs subject to a market condition, fair value is determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The grant date fair value of the market condition component of the 2025 PSUs and the 2024 PSUs is $ and $, respectively.
| |
| Risk-free interest rate | | | % | | | % |
| Annualized volatility | | | % | | | % |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | | | | Granted (2) | | | | | |
| Vested and Released (3) | () | | | () | |
| Forfeited (4) | () | | | () | |
| Outstanding as of March 31, 2025 | | | | | |
| Vested and deferred as of March 31, 2025 (5) | | | | | |
_______________
(1)PSUs consist of the target number of shares issuable at the end of the performance period for the 2024 PSUs and the 2023 PSUs, or shares and shares, respectively, and the shares issuable at the end of the performance period for the PSUs granted in 2022 (the “2022 PSUs”) based on achievement against the performance metrics for the performance period, or shares.
(2)PSUs consist of the target number of shares issuable at the end of the performance period for the 2025 PSUs, or shares.
(3)PSUs consist of shares vested pursuant to the 2022 PSUs. There are no additional shares to be earned related to the 2022 PSUs.
(4)PSUs consist of shares forfeited in connection with the departure of the Company’s former Executive Vice President and President, APAC due to such role being eliminated, which includes the target number of shares issuable at the end of the performance period for the 2024 PSUs and the 2023 PSUs pursuant to the terms of the award agreements.
(5)Vested and deferred RSUs and PSUs are related to deferred compensation for certain former employees.
During the three months ended March 31, 2025, the Company’s Executive Vice President and President, APAC left the Company due to such role being eliminated. As the conditions for vesting pursuant to the terms of the award agreements for such executive’s 2024 PSUs and 2023 PSUs were not met, the awards were forfeited. Accordingly, the Company reversed $ million of previously recognized stock-based compensation expense associated with these awards.
During the three months ended March 31, 2025, 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 March 31, 2025 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 .
10.
million in proceeds upon exercises of stock options.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”).
Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases, in privately negotiated transactions not to exceed market prices, and (with respect to such open market purchases) pursuant to plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with securities laws and other legal requirements and subject to market conditions and other factors.
During the three months ended March 31, 2025, there were repurchases under either of the Buyback Programs. As of March 31, 2025, 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 March 31, 2025, the Company has made any repurchases under the 2017 Buyback.
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 AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | $ | | | | December 5, 2024 | | February 3, 2025 | | December 27, 2024 | | $ | | | | $ | | |
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| | | | _______________
(1)Does not include amounts accrued for distributions payable related to unvested restricted stock units.
During the three months ended March 31, 2024, the Company declared or paid the following cash distributions (per share data reflects actual amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Declaration Date | | Payment Date | | Record Date | | Distribution per share | | Aggregate Payment Amount (1) |
| Common Stock | | | | | | | | |
| | | |
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| March 14, 2024 | | April 26, 2024 | | April 12, 2024 | | $ | | | | $ | | |
| December 13, 2023 | | February 1, 2024 | | December 28, 2023 | | $ | | | | $ | | |
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_______________
million. During the three months ended March 31, 2025 and 2024, the Company paid $ million and $ million of distributions upon the vesting of restricted stock units, respectively. 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.
11.
% controlling interest in ATC Europe, with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”) 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 2021, the Company acquired a % controlling interest in Kirtonkhola Tower Bangladesh Limited (“KTBL”). 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, through an investment in common equity and mandatorily convertible preferred equity (the “Stonepeak Transaction”).
As of March 31, 2025, the Company holds a common equity interest of approximately % in its U.S. data center business, with Stonepeak holding approximately % of the outstanding common equity and % of the outstanding mandatorily convertible preferred equity. On a fully converted basis, which is expected to occur from August 2022, and on the basis of the currently outstanding equity, the Company will hold a controlling ownership interest of approximately %, with Stonepeak holding approximately %. The mandatorily convertible preferred equity, which accrues dividends at %, will convert into common equity on a for one basis, subject to adjustment that will be measured upon conversion.
Dividends to noncontrolling interests—Certain of the Company’s subsidiaries may, from time to time, declare dividends. During the three months ended March 31, 2025, 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 March 31, 2025, the amount accrued for Stonepeak Preferred Distributions was $ million.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
million, related to the Stonepeak Common Dividend. | | $ | | |
| |
| |
| |
| |
| |
| Net income 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 March 31, | | $ | | | | $ | | |
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| 2024 |
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
13.
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 occupied the sites as a tenant for an initial term of and has exercised its first renewal option for a term. Verizon has optional successive terms remaining; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately towers, which commenced between December 2000 and August 2004. Substantially all of the towers are part of the Trust Securitizations. The average term of the lease or sublease for all sites at the inception of the agreement was approximately years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of March 31, 2025, the Company has purchased an aggregate of approximately of the subleased towers which are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is $ billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site. For the applicable sites, AT&T has the right to continue to lease space subject to a monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy. AT&T shall have the right to renew each lease for up to successive terms.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
14.
reportable segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than the Company’s data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services. The change in operating and reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.Property
Communications Sites and Related Communications Infrastructure—The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. The Company has historically reported these operations on a geographic basis.
Data Centers—The Company’s Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States. The Data Centers segment offers different types of leased infrastructure and related services from, and requires different resources, skill sets and marketing strategies than the existing property operating segment in the U.S. & Canada.
As of March 31, 2025, the Company’s property operations consisted of the following:
•U.S. & Canada: property operations in Canada and the United States;
•Africa & APAC: property operations in Bangladesh, Burkina Faso, Ghana, Kenya, Niger, Nigeria, the Philippines, South Africa and Uganda;
•Europe: property operations in France, Germany and Spain;
•Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru; and
•Data Centers: data center property operations in the United States.
Services
The Company’s Services segment offers tower-related services in the United States, including AZP, structural and mount analyses, and construction management, which primarily support its site leasing business, including the addition of new tenants and equipment on its communications sites. The Services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
The accounting policies applied in compiling segment information below are similar to those described in note 1. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. The Company’s definition of segment operating profit aligns with the Company’s definition of Adjusted EBITDA. Adjusted EBITDA is widely used in the telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved.
The Company’s chief operating decision maker (the “CODM”) is the Company’s chief executive officer. The CODM uses segment gross margin and segment operating profit to evaluate the segments’ operating performance, in making capital allocation decisions, and in establishing management’s compensation. Additionally, the CODM uses these metrics to monitor budget versus actual results. There are no significant revenues resulting from transactions between the
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Segment operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment gross margin | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment selling, general, administrative and development expense (1) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment operating profit | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | | $ | | | | | |
| Other selling, general, administrative and development expense | | | | | | | | | | | | | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | | | | | | | | | | | | |
| Other expense (2) | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | $ | | |
| Total assets | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Capital expenditures | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ million.
(2)Primarily includes interest expense and losses from foreign currency exchange rate fluctuations, partially offset by a gain on the sale of South Africa Fiber of $ million.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Property | Total Property | | Services | | Other | | Total |
| Three Months Ended March 31, 2024 | | U.S. & Canada | | Africa & APAC (1) | | Europe | | Latin America | | Data Centers | |
| Segment revenues | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Segment operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment gross margin | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment selling, general, administrative and development expense (2) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment operating profit | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | $ | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | | $ | | | | | |
| Other selling, general, administrative and development expense | | | | | | | | | | | | | | | | | | | | |
| Depreciation, amortization and accretion | | | | | | | | | | | | | | | | | | | | |
| Other expense (3) | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | $ | | |
| Total assets (4) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Capital expenditures (5) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | |
_______________
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
million.(3)Primarily includes interest expense, partially offset by gains from foreign currency exchange rate fluctuations.
(4)Other total assets includes $ billion of total assets of discontinued operations.
(5)Other capital expenditures includes capital expenditures associated with discontinued operations.
15.
% 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 below), 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 during the three months ended September 30, 2024, which primarily included the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ billion.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
| |
| 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 | $ | () | | | The following table presents key components of Income from discontinued operations, net of taxes in the consolidated statements of operations: | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2025 | | 2024 | | |
| Revenue | $ | | | | $ | | | | |
| Cost of operations | | | | () | | | |
| Depreciation, amortization and accretion | | | | () | | | |
| Selling, general, administrative and development expense | | | | () | | | |
| Other operating expense | | | | () | | | |
| | |
| | |
| Operating income | | | | | | | |
| Interest income | | | | | | | |
| Interest expense | | | | () | | | |
| Other expense, net | | | | () | | | |
| Income from discontinued operations before taxes | $ | | | | $ | | | | |
| Income tax provision | | | | () | | | |
| Income from discontinued operations, net of taxes | $ | | | | $ | | | | |
The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. | | () | | | | | |
| 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 | | | | () | |
| Loss (gain) on investments, unrealized foreign currency loss (gain) and other non-cash expense | | | | | |
| 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.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
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. of the VIL Shares nor the VIL OCDs remained outstanding.
16.
million. The acquisition added incremental customer leases and operating spaces within DE1, and additional space and power capacity that the Company intends to develop within the data center. A preliminary purchase price allocation is not available due to the timing of the closing. Repayment of % Senior Notes—On April 3, 2025, the Company repaid million EUR aggregate principal amount of the % Notes upon their maturity. The % Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand. Upon completion of the repayment, of the % Notes remained outstanding.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains statements about future events and expectations, or “forward-looking statements,” which relate to our goals, beliefs, strategies, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as “project,” “plan,” “believe,” “anticipate,” “expect,” “forecast,” “estimate,” “intend,” “should,” “would,” “could,” “may” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Forward-looking statements represent management’s current expectations, beliefs and assumptions, and are inherently uncertain. We do not undertake any obligation to update our forward-looking statements.
The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with our consolidated and condensed consolidated financial statements herein and the accompanying notes, information set forth under the caption “Critical Accounting Policies and Estimates” in the 2024 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
During the fourth quarter of 2024, following recent divestitures, including the ATC TIPL Transaction (as defined below), and changes to our organizational structure, we reviewed and changed our reportable segments. Our APAC property segment and our Africa property segment were combined into the Africa & APAC property segment. As a result, we now report our results in six segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services. In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 14 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the change in reportable segments.
In 2023, we initiated a strategic review of our India business, as further discussed below under “Results of Operations—Income from Discontinued Operations, Net of Taxes.” The strategic review concluded in January 2024 with the signed agreement for the ATC TIPL Transaction. The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024. On September 12, 2024, we completed the ATC TIPL Transaction and received total consideration of 182 billion INR (approximately $2.2 billion). ATC TIPL’s operating results are presented as discontinued operations. See discussion below and note 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report (“Note 15”) for further discussion. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the operating results of ATC TIPL as discontinued operations for all periods presented.
Overview
We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications infrastructure and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States. Our customers include our tenants, licensees and other payers. We refer to the business encompassing the above as our property operations, which accounted for 97% of our total revenues for the three months ended March 31, 2025 and includes our U.S. & Canada property, Africa & APAC property, Europe property and Latin America property segments and Data Centers segment.
We also offer tower-related services in the United States, including site application, zoning and permitting, structural and mount analyses, and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of March 31, 2025:
| | | | | | | | | | | | | | | | | | | | |
| | Number of Owned Towers | | Number of Operated Towers (1) | | Number of Owned DAS Sites |
| U.S. & Canada: | | | | | | |
| Canada | | 225 | | | — | | | — | |
| United States | | 26,675 | | | 14,968 | | | 433 | |
| U.S. & Canada total | | 26,900 | | | 14,968 | | | 433 | |
| Africa & APAC: | | | | | | |
| Bangladesh | | 937 | | | — | | | — | |
| Burkina Faso | | 733 | | | — | | | — | |
| Ghana | | 3,441 | | | — | | | 37 | |
| Kenya | | 4,372 | | | — | | | 11 | |
| Niger | | 916 | | | — | | | — | |
| Nigeria | | 9,198 | | | — | | | — | |
| Philippines | | 377 | | | — | | | — | |
| South Africa | | 2,513 | | | — | | | — | |
| Uganda | | 4,357 | | | — | | | 25 | |
| Africa & APAC total | | 26,844 | | | — | | | 73 | |
| Europe: | | | | | | |
| France | | 4,196 | | | 303 | | | 9 | |
| Germany | | 15,243 | | | — | | | — | |
| Spain | | 12,257 | | | — | | | 1 | |
| Europe total | | 31,696 | | | 303 | | | 10 | |
| Latin America: | | | | | | |
| Argentina | | 498 | | | — | | | 11 | |
| Brazil | | 21,141 | | | 1,438 | | | 125 | |
| Chile | | 3,713 | | | — | | | 110 | |
| Colombia | | 4,939 | | | — | | | 6 | |
| Costa Rica | | 712 | | | — | | | 2 | |
| Mexico | | 9,428 | | | 186 | | | 89 | |
| Paraguay | | 1,450 | | | — | | | — | |
| Peru | | 3,971 | | | 450 | | | 1 | |
| Latin America total | | 45,852 | | | 2,074 | | | 344 | |
| | | |
|
|
|
| % | | 9.9 | % | | |
As a real estate investment trust for U.S. federal income tax purposes (“REIT”), we may deduct earnings distributed to stockholders against the income generated by our REIT operations. Consequently, the effective tax rate on income from continuing operations for the three months ended March 31, 2025 and 2024 differs from the federal statutory rate.
The increase in the income tax provision during the three months ended March 31, 2025 was primarily attributable to taxes incurred as a result of the sale of South Africa Fiber.
Income from Discontinued Operations, Net of Taxes
On January 4, 2024, we, through our subsidiaries, ATC Asia Pacific Pte. Ltd. and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), entered into an agreement with Data Infrastructure Trust (“DIT”), an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT agreed to acquire a 100% ownership interest in ATC TIPL (the “ATC TIPL Transaction”). Per the terms of the agreement, total aggregate consideration represented up to approximately 210 billion Indian Rupees (“INR”) (approximately $2.5 billion), including the value of the VIL OCDs and the VIL Shares (each as defined and further discussed below), payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of the Company’s existing term loan in India, by DIT.
During the year ended December 31, 2024, ATC TIPL distributed approximately 29.6 billion INR (approximately $354.1 million) to 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. On September 12, 2024, we completed the ATC TIPL Transaction and received total consideration of 182 billion INR (approximately $2.2 billion). We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility. During the three months ended September 30, 2024, we recorded a loss on the sale of ATC TIPL of $1.2 billion, which primarily included the reclassification of our cumulative translation adjustment in India upon exiting the market of $1.1 billion.
The following table presents key components of Income from discontinued operations, net of taxes in the consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Percent Increase (Decrease) | | |
| | | 2025 | | 2024 | |
| Revenue | | $ | — | | | $ | 321.5 | | | (100) | % | |
| Cost of operations | | — | | | (169.4) | | | (100) | | |
| Depreciation, amortization and accretion | | — | | | (40.6) | | | (100) | | |
| Selling, general, administrative and development expense | | — | | | (12.7) | | | (100) | | |
| Other operating expense | | — | | | (3.2) | | | (100) | | |
| | | | | | | |
| Operating income | | — | | | 95.6 | | | (100) | | |
| Interest income | | — | | | 17.0 | | | (100) | | |
| Interest expense | | — | | | (2.9) | | | (100) | | |
| Other expense, net | | — | | | (0.1) | | | (100) | | |
| Income from discontinued operations before taxes | | $ | — | | | $ | 109.6 | | | (100) | | |
| Income tax provision | | — | | | (17.9) | | | (100) | | |
| Income from discontinued operations, net of taxes | | $ | — | | | $ | 91.7 | | | (100) | % | |
| | (113.1) | | | (399) | |
| | | | | | | |
| | (0.4) | | | 13,850 | |
| | | | | | | |
| 1,744.2 | | | $ | 1,712.2 | | | 2 | % |
| | | | | | | | 498.6 | | | $ | 921.7 | | | (46) | % |
| | | | | | | |
| | 2.9 | | | (1,793) | |
| | | | | | | |
| | 53.2 | | | 62 | |
| | | | | | | |
| | 13.0 | | | 6 | |
| | | | | | | |
| | (113.1) | | | (399) | |
| | | | | | | |
| | 2.3 | | | (100) | |
| | | | | | | |
| | | | | | | |
| — | | | $ | 131.3 | | | (100) | % |
_______________
(1)For the three months ended March 31, 2024, includes Income from discontinued operations, net of taxes of $91.7 million.
(2)There are no material impairment charges for the three months ended March 31, 2025 and 2024. For the three months ended March 31, 2025, includes a gain on the sale of South Africa Fiber of $53.6 million.
(3)Includes distributions to noncontrolling interest holders, distributions related to the outstanding mandatorily convertible preferred equity in connection with our agreements with certain investment vehicles affiliated with Stonepeak Partners LP and adjustments for the impact of noncontrolling interests on Nareit FFO attributable to American Tower Corporation common stockholders.
(4)For the three months ended March 31, 2024, includes (i) real estate related depreciation, amortization and accretion for discontinued operations of $38.9 million and (ii) gains from the sale or disposal of real estate and real estate related impairment charges for discontinued operations of $1.6 million.
(5)For the three months ended March 31, 2024, includes adjustments for withholding taxes paid in Singapore of $11.8 million, which were incurred as a result of the ATC TIPL Transaction. We believe that these withholding tax payments are nonrecurring, and do not believe these are an indication of our operating performance. Accordingly, we believe it is more meaningful to present AFFO attributable to American Tower Corporation common stockholders excluding these amounts.
(6)Includes losses (gains) on foreign currency exchange rate fluctuations of $345.7 million and ($127.7) million, respectively.
(7)Primarily includes acquisition-related costs, integration costs and disposition costs.
(8)Includes adjustments for the impact of noncontrolling interests on other line items, excluding those already adjusted for in Nareit FFO attributable to American Tower Corporation common stockholders.
(9)Includes the impact of discontinued operations associated with other line items, excluding the impact already included in Nareit FFO attributable to American Tower Corporation common stockholders.
The decrease in net income from continuing operations for the three months ended March 31, 2025 was primarily due to (i) changes in other expense (income), primarily due to foreign currency exchange rate fluctuations and (ii) an increase in the income tax provision, partially offset by (w) an increase in other operating income, primarily due to the gain on the sale of South Africa Fiber, (x) a decrease in interest expense, (y) an increase in segment operating profit and (z) a decrease in depreciation, amortization and accretion expense.
The increase in Adjusted EBITDA for the three months ended March 31, 2025 was primarily attributable to an increase in our gross margin, partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense of $2.6 million.
The decrease in AFFO attributable to American Tower Corporation common stockholders for the three months ended March 31, 2025 was primarily attributable to (i) a decrease in AFFO attributable to American Tower Corporation common stockholders from discontinued operations as a result of the sale of ATC TIPL in the third quarter of 2024 and (ii) an increase in capital improvement capital expenditures, partially offset by (x) an increase in our operating profit, excluding the impact of straight-line accounting and (y) decreases in cash paid for interest and cash paid for income taxes.
Segment Gross Margin Reconciliation
Gross margin is defined as revenue less costs of operations inclusive of real estate related depreciation, amortization and accretion. Segment gross margin excludes depreciation, amortization and accretion.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Property | Total Property | | Services | | Total |
| Three Months ended March 31, 2025 | | U.S. & Canada | | Africa & APAC | | Europe | | Latin America | | Data Centers | |
| Gross margin | | $ | 948.3 | | | $ | 188.6 | | | $ | 67.0 | | | $ | 229.7 | | | $ | (2.3) | | | $ | 1,431.3 | | | $ | 39.7 | | | $ | 1,471.0 | |
| Real estate related depreciation, amortization and accretion | | 147.7 | | | 45.7 | | | 70.0 | | | 46.8 | | | 147.1 | | | 457.3 | | | — | | | 457.3 | |
| Segment gross margin | | $ | 1,096.0 | | | $ | 234.3 | | | $ | 137.0 | | | $ | 276.5 | | | $ | 144.8 | | | $ | 1,888.6 | | | $ | 39.7 | | | $ | 1,928.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Property | Total Property | | Services | | Total |
| Three Months ended March 31, 2024 | | U.S. & Canada | | Africa & APAC (1) | | Europe | | Latin America | | Data Centers | |
| Gross margin | | $ | 960.3 | | | $ | 158.2 | | | $ | 60.6 | | | $ | 253.5 | | | $ | (25.2) | | | $ | 1,407.4 | | | $ | 16.3 | | | $ | 1,423.7 | |
| Real estate related depreciation, amortization and accretion | | 146.1 | | | 44.9 | | | 70.4 | | | 51.7 | | | 156.9 | | | 470.0 | | | — | | | 470.0 | |
| Segment gross margin | | $ | 1,106.4 | | | $ | 203.1 | | | $ | 131.0 | | | $ | 305.2 | | | $ | 131.7 | | | $ | 1,877.4 | | | $ | 16.3 | | | $ | 1,893.7 | |
______________(1)Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See Note 15 for further discussion.
Liquidity and Capital Resources
The information in this section updates as of March 31, 2025 the “Liquidity and Capital Resources” section of the 2024 Form 10-K and should be read in conjunction with that report.
Overview
During the three months ended March 31, 2025, our significant financing transactions included:
•Redemption of our 2.950% senior unsecured notes due 2025 (the “2.950% Notes”) and our 2.400% senior unsecured notes due 2025 (the “2.400% Notes”) upon their maturity;
•Registered public offering in an aggregate principal amount of $1.0 billion of senior unsecured notes with maturities of 2030 and 2035; and
•Amendment of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan (each as defined below) to, among other things, (i) extend the maturity dates and (ii) update the Applicable Margins (as defined in the loan agreements).
As a holding company, our cash flows are derived primarily from the operations of, and distributions from, our operating subsidiaries or funds raised through borrowings under our credit facilities and debt or equity offerings.
The following table summarizes the significant components of our liquidity (in millions):
| | | | | |
| As of March 31, 2025 |
| Available under the 2021 Multicurrency Credit Facility | $ | 5,950.0 | |
| Available under the 2021 Credit Facility | 3,640.0 | |
| Letters of credit | (35.5) | |
| Total available under credit facilities, net | $ | 9,554.5 | |
| Cash and cash equivalents | 2,103.7 | |
| Total liquidity | $ | 11,658.2 | |
Subsequent to March 31, 2025, we made additional net borrowings of $479.1 million under the 2021 Multicurrency Credit Facility, including 492.0 million EUR ($529.1 million as of the borrowing date), and net borrowings of $250.0 million under the 2021 Credit Facility.
Summary cash flow information is set forth below (in millions):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| | 2025 | | 2024 |
| Net cash provided by (used for): | | | |
| Operating activities | $ | 1,295.0 | | | $ | 1,283.6 | |
| Investing activities | (350.1) | | | (436.1) | |
| Financing activities | (843.8) | | | (390.2) | |
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | 29.9 | | | (34.0) | |
| Net increase in cash and cash equivalents, and restricted cash | $ | 131.0 | | | $ | 423.3 | |
We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site and data center construction, managed network installations and acquisitions. Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We may also periodically repay or repurchase our existing indebtedness or equity. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
As of March 31, 2025, we had total outstanding indebtedness of $37.1 billion, with a current portion of $2.8 billion. During the three months ended March 31, 2025, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, proceeds from our debt issuance and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions. We believe the cash generated by operating activities during the year ending December 31, 2025, together with our borrowing capacity under our credit
facilities, will suffice to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
Subsequent to March 31, 2025, we commenced using notional cash pooling arrangements with a financial institution for cash management purposes. These arrangements allow for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution.
Material Cash Requirements— There were no material changes to the Material Cash Requirements section of the 2024 Form 10-K.
As of March 31, 2025, we had $1.5 billion of cash and cash equivalents held by our foreign subsidiaries. As of March 31, 2025, we had $317.0 million of cash and cash equivalents held by our joint ventures, of which $277.7 million was held by our foreign joint ventures. Certain foreign subsidiaries may pay us interest or principal on intercompany debt. Additionally, in the event that we repatriate funds from our foreign subsidiaries, we may be required to accrue and pay certain taxes.
Cash Flows from Operating Activities
The increase in cash provided by operating activities for the three months ended March 31, 2025 was primarily attributable to (i) decreases in cash paid for interest and cash paid for taxes, (ii) an increase in our operating profit driven by increases in our Africa & APAC and Europe property segments, our Data Centers segment and our Services segment and (iii) a decrease in the impact of straight-line revenue, partially offset by a reduction in cash flows from ATC TIPL as a result of the sale in the third quarter of 2024 and an increase in cash required for working capital.
Cash Flows from Investing Activities
Our significant investing activities during the three months ended March 31, 2025 are highlighted below:
•We spent $147.6 million for acquisitions,
•We spent $340.0 million for capital expenditures, as follows (in millions):
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| Discretionary capital projects (1) | $ | 203.5 | |
| Ground lease purchases (2) | 44.9 | |
| Capital improvements and corporate expenditures (3) | 37.7 | |
| Redevelopment | 43.4 | |
| Start-up capital projects | 10.5 | |
| Total capital expenditures (4) | $ | 340.0 | |
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(1)Includes the construction of 449 communications sites globally and approximately $114.6 million of spend related to data center assets.
(2)Includes $8.2 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.
(3)Includes $0.7 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.
We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies. Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site and data center facility construction, and through acquisitions. We also regularly review our portfolios as to capital expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
We expect that our 2025 total capital expenditures will be as follows (in millions):
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| Discretionary capital projects (1) | $ | 880 | | to | $ | 910 | |
| Ground lease purchases | 190 | | to | 210 | |
| Capital improvements and corporate expenditures | 155 | | to | 165 | |
| Redevelopment | 360 | | to | 390 | |
| Start-up capital projects | 50 | | to | 70 | |
| Total capital expenditures | $ | 1,635 | | to | $ | 1,745 | |
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(1)Includes the construction of approximately 1,950 to 2,550 communications sites globally and approximately $610 million of anticipated spend related to data center assets.
Cash Flows from Financing Activities
Our significant financing activities were as follows (in millions):
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| Three Months Ended March 31, |
| 2025 | | 2024 |
| Proceeds from issuance of senior notes, net | $ | 998.0 | | | $ | 1,293.0 | |
| Proceeds from credit facilities, net | 410.0 | | | 728.6 | |
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| Repayments of senior notes | (1,400.0) | | | (1,500.0) | |
| Contributions from noncontrolling interest holders | 0.8 | | | 101.4 | |
| Distributions to noncontrolling interest holders | (29.0) | | | (160.6) | |
| Distributions paid on common stock | (768.5) | | | (802.1) | |
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Repayments of Senior Notes
Repayment of 2.950% Senior Notes—On January 14, 2025, we repaid $650.0 million aggregate principal amount of the 2.950% Notes upon their maturity. The 2.950% Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 2.950% Notes remained outstanding.
Repayment of 2.400% Senior Notes—On March 14, 2025, we repaid $750.0 million aggregate principal amount of the 2.400% Notes upon their maturity. The 2.400% Notes were repaid using proceeds from the issuance of the 4.900% Notes and the 5.350% Notes (each as defined below). Upon completion of the repayment, none of the 2.400% Notes remained outstanding.
Repayment of 1.375% Senior Notes—On April 3, 2025, we repaid 500.0 million EUR aggregate principal amount of our 1.375% senior unsecured notes due April 4, 2025 (the “1.375% Notes”) upon their maturity. The 1.375% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand. Upon completion of the repayment, none of the 1.375% Notes remained outstanding.
Offerings of Senior Notes
4.900% Senior Notes and 5.350% Senior Notes Offering—On March 14, 2025, we completed a registered public offering of $650.0 million aggregate principal amount of 4.900% senior unsecured notes due 2030 (the “4.900% Notes”) and $350.0 million aggregate principal amount of 5.350% senior unsecured notes due 2035 (the “5.350% Notes,” and, together with the 4.900% Notes, the “Notes”). The net proceeds from this offering were approximately $988.9 million, after deducting commissions and estimated expenses. We used the net proceeds to repay the 2.400% Notes, to repay existing indebtedness under the 2021 Multicurrency Credit Facility and for general corporate purposes.
The key terms of the Notes are as follows:
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| Senior Notes | | Aggregate Principal Amount (in millions) | | Issue Date and Interest Accrual Date | | Maturity Date | | Contractual Interest Rate | | First Interest Payment | | Interest Payments Due (1) | | Par Call Date (2) |
| 4.900% Notes | | $ | 650.0 | | | March 14, 2025 | | March 15, 2030 | | 4.900% | | September 15, 2025 | | March 15 and September 15 | | February 15, 2030 |
| 5.350% Notes | | $ | 350.0 | | | March 14, 2025 | | March 15, 2035 | | 5.350% | | September 15, 2025 | | March 15 and September 15 | | December 15, 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.
(2)We may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.
If we undergo a change of control and corresponding ratings decline, each as defined in the supplemental indenture for the Notes, we may be required to repurchase all of the Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally in right of payment with all of our other senior unsecured debt obligations and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.
The supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the supplemental indenture.
Bank Facilities
Amendments to Bank Facilities—On January 28, 2025, we amended our (i) $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended (the “2021 Multicurrency Credit Facility”) (ii) $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021, as further amended (the “2021 Credit Facility”) and (iii) $1.0 billion unsecured term loan, as amended and restated in December 2021, as further amended (the “2021 Term Loan”).
These amendments, among other things,
i.extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii.extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii.update the Applicable Margins (as defined in the loan agreements).
2021 Multicurrency Credit Facility—During the three months ended March 31, 2025, we borrowed an aggregate of $240.0 million and repaid an aggregate of $190.0 million of revolving indebtedness under the 2021 Multicurrency Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 2.950% Notes. We currently have $5.2 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 2021 Multicurrency Credit Facility in the ordinary course.
2021 Credit Facility—During the three months ended March 31, 2025, we borrowed an aggregate of $610.0 million and repaid an aggregate of $250.0 million of revolving indebtedness under the 2021 Credit Facility. We used the borrowings for general corporate purposes. We currently have $30.3 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 2021 Credit Facility in the ordinary course.
As of March 31, 2025, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, were as follows:
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| Bank Facility | | Outstanding Principal Balance ($ in millions) | Maturity Date | | SOFR or EURIBOR borrowing interest rate range (1) | Base rate borrowing interest rate range (1) | Current margin over SOFR or EURIBOR and the base rate, respectively |
| 2021 Multicurrency Credit Facility | (2) | $ | 50.0 | | January 28, 2028 | (3) | 0.750% - 1.375% | 0.000% - 0.375% | 1.000% and 0.000% |
| 2021 Credit Facility | (2) | 360.0 | | January 28, 2030 | (3) | 0.750% - 1.375% | 0.000% - 0.375% | 1.000% and 0.000% |
| 2021 Term Loan | (2) | 1,000.0 | | January 28, 2028 | | 0.750% - 1.375% | 0.000% - 0.375% | 1.000% and 0.000% |
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(1)Represents interest rate above: (a) Secured Overnight Financing Rate (“SOFR”) for SOFR based borrowings, (b) Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and (c) the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2)Currently borrowed at SOFR.
(3)Subject to two optional renewal periods.
We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility. The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.200% per annum, based upon our debt ratings, and is currently 0.110%.
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 these financial and operating covenants 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.
Bangladesh Term Loan—In March 2025, we entered into a 400.0 million Bangladeshi Taka (“BDT”) (approximately $3.3 million) term loan with a maturity date that is eight years from the date of the first draw thereunder (the “Bangladesh Term Loan”). On March 24, 2025, we borrowed 150.0 million BDT (approximately $1.2 million) under the Bangladesh Term Loan. The Bangladesh Term Loan bears interest at 13.50% per annum, subject to quarterly resets. Interest is payable quarterly. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The Bangladesh Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium.
Stock Repurchase Programs—In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”). In December 2017, our Board of Directors approved an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the three months ended March 31, 2025, there were no repurchases under either of the Buyback Programs.
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 and upon exercise of stock options granted under our equity incentive plan. During the three months ended March 31, 2025, we received an aggregate of $19.2 million in proceeds upon exercises of stock options.
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 net operating losses (“NOLs”). We have distributed an aggregate of approximately $21.3 billion to our common stockholders, including the dividend paid in April 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 three months ended March 31, 2025, we paid $1.62 per share, or $757.1 million, to our common stockholders of record. In addition, we declared a distribution of $1.70 per share, or $795.8 million, paid on April 28, 2025 to our common stockholders of record at the close of business on April 11, 2025.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries and other factors that our Board of Directors may deem relevant.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2025, the amount accrued for distributions payable related to unvested restricted stock units was $12.4 million. During the three months ended March 31, 2025, we paid $11.4 million of distributions upon the vesting of restricted stock units.
Factors Affecting Sources of Liquidity
As discussed in the “Liquidity and Capital Resources” section of the 2024 Form 10-K, our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements discussed below represent our material debt agreements that contain covenants, our compliance with which would be material to an investor’s understanding of our financial results and the impact of those results on our liquidity.
Restrictions Under Loan Agreements Relating to Our Credit Facilities—Each Bank Loan Agreement contains certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The Bank Loan Agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. As of March 31, 2025, we were in compliance with each of these covenants.
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| | | | Compliance Tests For The 12 Months Ended March 31, 2025 ($ in billions) |
| | Ratio (1) | | Additional Debt Capacity Under Covenants (2) | | Capacity for Adjusted EBITDA Decrease Under Covenants (3) |
| Consolidated Total Leverage Ratio | | Total Debt to Adjusted EBITDA ≤ 6.00:1.00 | | ~ 5.0 | | ~ 0.8 |
| Consolidated Senior Secured Leverage Ratio | | Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 | | ~ 18.5 (4) | | ~ 6.2 (4) |
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(1)Each component of the ratio as defined in the applicable loan agreement.
(2)Assumes no change to Adjusted EBITDA.
(3)Assumes no change to our debt levels.
(4)Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.
The Bank Loan Agreements also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods. If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.
Failure to comply with the financial maintenance tests and certain other covenants of the Bank Loan Agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may also constitute a default under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. If this were to occur, we may not have sufficient cash on hand to repay such indebtedness. The key factors affecting our ability to comply with the debt covenants described above are our financial performance relative to the financial maintenance tests defined in the Bank Loan Agreements and our ability to fund our debt service obligations. Based upon our current expectations, we believe our operating results during the next 12 months will be sufficient to comply with these covenants.
Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations—The indenture and related supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactions completed in March 2018 (the “2018 Securitization”) and March 2023 (the “2023 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) (collectively, the “Securitization Loan Agreements”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreements).
Under the Securitization Loan Agreements, amounts due will be paid from the cash flows generated by the assets securing the Series 2015-2 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”), the Secured Tower Revenue Securities 2023-1, Subclass A (the “Series 2023-1A Securities”), the Secured Tower Revenue Securities, Series 2023-1, Subclass R (the “Series 2023-1R Securities” and, together with the Series 2023-1A Securities, the “2023 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after paying all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of these assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to us for use. As of March 31, 2025, $83.4 million held in such reserve accounts was classified as restricted cash.
Certain information with respect to the 2015 Securitization and the Trust Securitizations is set forth below. The debt service coverage ratio (“DSCR”) is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Series 2015-2 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.
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| Issuer or Borrower | Notes/Securities Issued | Conditions Limiting Distributions of Excess Cash | Excess Cash Distributed During the Three Months Ended March 31, 2025 | DSCR as of March 31, 2025 | Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1) | Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1) |
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| 2015 Securitization | GTP Acquisition Partners | American Tower Secured Revenue Notes, Series 2015-2 | 1.30x, Tested Quarterly (2) | (3)(4) | $90.5 | 19.59x | $336.6 | $339.4 |
| Trust Securitizations | AMT Asset Subs | Secured Tower Revenue Securities, Series 2023-1, Subclass A, Secured Tower Revenue Securities, Series 2023-1, Subclass R, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R | 1.30x, Tested Quarterly (2) | (3)(5) | $145.3 | 7.53x | $561.6 | $575.1 |
_____________(1)Based on the net cash flow of the applicable issuer or borrower as of March 31, 2025 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
(2)If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any quarter, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
(3)An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4)No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in that event, additional interest will accrue on the unpaid principal balance of the applicable series, and that series will begin to amortize on a monthly basis from excess cash flow.
(5)An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until the principal has been repaid in full.
A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and acquisitions, and to meet REIT distribution requirements. During an “amortization period,” all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Series 2015-2 Notes or the Loan, as applicable, on each monthly payment date, and so would not be available for distribution to us. Further, additional interest will begin to accrue with respect to the Series 2015-2 Notes or subclass of the Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement. With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare the Series 2015-2 Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of those notes. Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on the Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,334 communications sites that secure the Series 2015-2 Notes or the 5,024 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose those sites and their associated revenue.
As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively expensive or restricted by the terms of our outstanding indebtedness. Additionally, as further discussed under the caption “Risk Factors” in Item 1A of the 2024 Form 10-K, market volatility and disruption caused by inflation,
high interest rates and supply chain disruptions may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, or refinance our existing indebtedness.
In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under the caption “Risk Factors” in Item 1A of the 2024 Form 10-K, we derive a substantial portion of our current and projected future revenue from a small number of customers and, consequently, a failure by a significant customer to perform its contractual obligations to us could adversely affect our cash flow and liquidity.
For more information regarding the terms of our outstanding indebtedness, please see note 8 to our consolidated financial statements included in the 2024 Form 10-K.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis, including those related to assets held for sale, discontinued operations, accounting and impairment of long-lived assets, revenue recognition, rent expense and income taxes, as further discussed in the 2024 Form 10-K. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have reviewed our policies and estimates to determine our critical accounting policies for the three months ended March 31, 2025. We have made no material changes to the critical accounting policies described in the 2024 Form 10-K.
Accounting Standards Update
For a discussion of recent accounting standards updates, see note 1 to our consolidated and condensed consolidated financial statements included in this Quarterly Report.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk
Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. Variable rate debt as of March 31, 2025 consisted of $50.0 million under the 2021 Multicurrency Credit Facility, $360.0 million under the 2021 Credit Facility and $1.0 billion under the 2021 Term Loan. A 10% increase in current interest rates would result in an additional $1.9 million of interest expense for the three months ended March 31, 2025.
Foreign Currency Risk
We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of foreign currency exchange rate fluctuations. For the three months ended March 31, 2025, 31% of our revenues and 37% of our total operating expenses were denominated in foreign currencies.
As of March 31, 2025, we have incurred intercompany debt that is not considered to be permanently reinvested and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $31.3 million of unrealized losses that would be included in Other income (expense) in our consolidated statements of operations for the three months ended March 31, 2025. As of March 31, 2025, we have 7.5 billion EUR (approximately $8.1 billion) denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the three months ended March 31, 2025.
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| ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of March 31, 2025 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We periodically become involved in various claims and lawsuits that are incidental to our business. While our management, after consultation with counsel, currently believes the ultimate outcome of these legal proceedings, individually and in the aggregate, will not have a material adverse impact on our consolidated financial position, results of operations or liquidity, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our financial condition and results of operations.
There were no material changes to the risk factors disclosed in Item 1A of the 2024 Form 10-K.
(c) and Policies
, our into a pre-arranged stock trading plan on . Mr. Noel’s plan provides for the potential exercise of vested stock options and the associated sale of up to shares of our common stock between May 28, 2025 and .
This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1 under the Exchange Act and our policies regarding transactions in our securities. Generally, this trading plan pre-establishes the amounts, prices and dates of future purchases or sales of our stock, including shares issued upon the exercise or vesting of equity awards. Under this trading plan, the individual officer relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under this plan may occur at any time, including possibly before, simultaneously with, or immediately after, significant Company events.
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| | | | Incorporated By Reference | |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | Exhibit No. | |
| | | | | | | | | | |
| 3.1 | | | | 8-K | | 001-14195 | | January 3, 2012 | 3.1 | |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 001-14195 | | January 3, 2012 | 3.2 | |
| | | | | | | | | | |
| 3.3 | | | | 8-K | | 001-14195 | | January 7, 2025 | 3.1 | |
| | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-14195 | | March 14, 2025 | 4.1 | |
| | | | | | | | | | |
| 10.1 | | | | 10-K | | 001-14195 | | February 25, 2025 | 10.31 | |
| | | | | | | | | | |
| 10.2 | | | | 10-K | | 001-14195 | | February 25, 2025 | 10.32 | |
| | | | | | | | | | |
| 10.3 | | | | 10-K | | 001-14195 | | February 25, 2025 | 10.36 | |
| | | | | | | | | | |
| 10.4 | | | | 10-K | | 001-14195 | | February 25, 2025 | 10.39 | |
| | | | | | | | | | |
| 10.5 | | Amendment No. 2 to the Second Amended and Restated Term Loan Agreement, dated as of January 28, 2025, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, and a majority of the lenders under the Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, as further amended | | 10-K | | 001-14195 | | February 25, 2025 | 10.42 | |
| | | | | | | | | | |
| 31.1 | | | | Filed herewith as Exhibit 31.1 | | — | | — | — | |
| | | | | | | | | |
| 31.2 | | | | Filed herewith as Exhibit 31.2 | | — | | — | — | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated By Reference | |
| Exhibit No. | | Description of Document | | Form | | File No. | | Date of Filing | Exhibit No. | |
| 32 | | | | Filed herewith as Exhibit 32 | | — | | — | — | |
| | | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | — | | — | — | |
| | | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition | | Filed herewith as Exhibit 101 | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | — | | — | | — | — | |
| | | | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| AMERICAN TOWER CORPORATION |
| | | |
| | Date: April 29, 2025 | By: | /S/ RODNEY M. SMITH |
| | | | Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) |
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