American Tower (AMT) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A57 rewritten34 added6 removed139 unchanged
All filing items1,705 rewritten1,208 added785 removed1,429 unchanged
Summary
counted, not written
- Item 1A lists 19 risk factor headings: 0 new, 1 reworded and 18 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 1,208 added, 785 removed, 1,705 rewritten and 1,429 unchanged across 21 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2019.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Our expansion
[removed: and innovation]initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
57 rewritten, 34 added, 6 removed, 139 unchanged
[removed: | • |] [added: -] increased mergers, consolidations or exits that reduce the number of wireless service providers or increased use of network sharing among governments or wireless service providers; [removed: |]
[removed: | • |] [added: -] the financial condition of wireless service [removed: providers; |][added: providers, including as a result of the COVID-19 pandemic;]
[removed: | • |] [added: -] zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof; [removed: |]
[removed: | • |] [added: -] governmental licensing of spectrum or restriction or revocation of our tenants’ spectrum licenses; [removed: |]
[removed: | • |] [added: -] a decrease in consumer demand for wireless services, including due to general economic conditions, disruption in the financial and credit markets or global [removed: social or] [added: social,] political [removed: crises; |][added: or health crises, such as the material adverse effect of the COVID-19 pandemic on the global economy and markets;]
[removed: | • |] [added: -] the ability and willingness of wireless service providers to maintain or increase capital expenditures on network infrastructure; [removed: |]
[removed: | • |] [added: -] delays or changes in the deployment of next generation wireless technologies; and [removed: |]
[removed: | • |] [added: -] technological changes. [removed: |]
For example, see our discussion of carrier consolidation-driven churn in our [removed: Asia] [added: Asia-Pacific property] segment [added: and our expected churn] in [added: our U.S. & Canada property segment, as a result of the T-Mobile MLA, in] Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.” [removed: In addition, extensive sharing of site]
[added: In addition, extensive sharing of site] infrastructure, roaming or resale arrangements among wireless service [removed: providers] [added: providers, including due to increases in advanced network technology such] as [added: 5G, as] an alternative to leasing our communications sites, without compensation to us, may cause new lease activity to slow if carriers utilize shared equipment rather than deploy new equipment, or may result in the decommissioning of equipment on certain existing sites because portions of the tenants’ networks may become redundant.
One or more of our tenants, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or terminate operations as a result of a prolonged economic downturn, economic difficulties (including those from the imposition [removed: of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial, such as those imposed in India as a result of the October 2019 Indian Supreme Court ruling regarding the definition of adjusted gross revenue (“AGR”) and associated fees and charges), or otherwise.]
In addition, many of our tenants and potential tenants rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit [removed: markets.][added: markets, such as the current environment driven by the significant disruptions caused by the COVID-19 pandemic.]
Historically, we have resolved these disputes in a manner that did not have a material adverse effect on us or our [removed: tenant relationships.][added: relationships with our tenants.]
Zoning authorities and community organizations are [removed: often] [added: sometimes] opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to tenant demands.
Furthermore, the tax laws, regulations, applicable license terms and conditions, and interpretations governing our business, and that of our tenants, in jurisdictions where we [removed: operate] [added: operate,] may change at any time, potentially with retroactive effect.
For example, the October 2019 [removed: Indian] [added: ruling of the] Supreme Court [removed: ruling] [added: of India] regarding the definition of [removed: AGR] [added: adjusted gross revenue (“AGR”)] and associated fees and charges may have a material financial impact on certain of our tenants which could affect their ability to perform their obligations [added: under agreements with us.]
Changes in laws, regulations and judicial decisions could have a more significant impact on us as a REIT relative to other REITs due to the nature of our business and our use of [removed: TRSs.][added: taxable REIT subsidiaries.]
[removed: | • |] [added: -] uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications sites or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay; [removed: |]
[removed: | • |] [added: -] failure to retain our tax status or to obtain an expected tax status for which we have applied; [removed: |]
[removed: | • |] [added: -] expropriation [added: resulting in government takeover of tenant operations] or governmental regulation restricting foreign ownership or requiring reversion or divestiture; [removed: |]
[removed: | • |] [added: -] laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; [removed: |]
[removed: | • |] [added: -] changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; [removed: |]
[removed: | • |] [added: -] changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites; [removed: |]
[removed: | • |] [added: -] actions restricting or revoking our tenants’ spectrum licenses, or alterations or interpretations thereof, or suspending or terminating business under prior licenses; [removed: |]
[removed: | • |] [added: -] failure to comply with anti-bribery laws such as the [removed: Foreign Corrupt Practices Act] [added: FCPA] or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements; [removed: |]
[removed: | • |] [added: -] failure to comply with data privacy laws or other protections of employee health and personal information; [removed: |]
[removed: | • |] [added: -] material site issues related to security, fuel availability and reliability of electrical grids; [removed: |]
[removed: | • |] [added: -] significant increases in, or implementation of new, license surcharges on our revenue; [removed: |]
[removed: | • |] [added: -] loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and [removed: |]
[removed: | • |] [added: -] price-setting or other similar laws or regulations for the sharing of passive infrastructure. [removed: |]
We also face risks associated with changes in foreign currency exchange rates, including those arising from [added: the impacts of COVID-19 on the global economy and markets and those arising from] our operations, investments and financing transactions related to our international business.
Volatility in foreign currency exchange [removed: rates] [added: rates, which has recently increased as a result of uncertainties caused by COVID-19,] can also affect our ability to plan, forecast and budget for our international operations and expansion efforts.
In addition, as we continue to invest in joint venture opportunities internationally, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could [added: present governance challenges with multiple joint venture partners or] expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that joint venture or to execute buyouts of their interests.
Our expansion [removed: and innovation] initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
Achieving the benefits of acquisition and [removed: innovation activities] [added: platform expansion initiatives] depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
[removed: In addition, integration may] significantly burden management and internal resources, including through the potential loss or unavailability of key personnel.
As a result of [added: our] acquisitions, we have a substantial amount of intangible assets and goodwill.
If, as a result of the factors noted above, the testing performed indicates that an asset may not be [removed: recoverable,] [added: recoverable or the carrying value exceeds the fair value,] we [removed: are] [added: would be] required to record a non-cash impairment charge [removed: for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or the estimated fair value of other intangible assets] in the period the determination is made.
Our [added: platform] expansion [removed: and innovation] initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial [removed: condition.][added: condition, and could limit our continued investments in such platform expansion initiatives.]
Conversely, we may invest significant capital in technologies, [removed: innovation projects] [added: platform expansion initiatives] or new additions to our core business that may not provide expected returns or profitability, which could divert management attention and have a material adverse effect on our operating results.
Risks Related to Our Business Strategy
of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial) or otherwise.
The ongoing COVID-19 pandemic could materially and adversely affect our tenants through disruptions of, among other things, their ability to procure telecommunications equipment through their supply chains and their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks.
Additionally, temporary business closures, social distancing measures and the potential unavailability of key personnel or a significant number of our employees as a result of COVID-19 are difficult to predict, and may have a negative impact on the timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
In addition, integration may
Our international expansion initiatives are subject to additional risks, such as those described above, as well as our ability to comply with bribery and anti-corruption laws such as the Foreign Corrupt Practices Act (the “FCPA”) and similar local laws.
Additionally, failure to successfully and efficiently integrate acquired assets from the Pending Telxius Acquisition (the “Telxius Assets”) into our operations may adversely affect our business, financial condition and results of operations.
Integrating acquired portfolios of the Telxius Assets may require significant resources, including increased attention from our management team.
Further, the significant acquisition-related integration costs could materially and adversely affect our results of operations in the periods in which such charges are recorded or our cash flow in the periods in which any related costs are actually paid.
The integration of the Telxius Assets, which includes approximately 31,000 international communications sites, into our operations will be a significant undertaking, and we anticipate that we will incur certain nonrecurring charges as a result.
Additional integration challenges include:
- transitioning all data related to the Telxius Assets, tenants and landlords to a common information technology system;
- successfully marketing space on the Telxius Assets;
- successfully transitioning the lease rent payment and the tenant billing and collection processes;
- retaining existing tenants on the Telxius Assets; and
- maintaining our standards, controls, procedures and policies with respect to the Telxius Assets.
Additionally, we may fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity.
If we are not able to meet these integration challenges, we may not realize the benefits we expect from our acquired portfolios and businesses, including the Pending Telxius Acquisition, and our business, financial condition and results of operations will be adversely affected.
Risks Related to Our Financial Performance or General Economic Conditions
Further, extreme market volatility and disruption caused by COVID-19 may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.
The extent to which COVID-19 will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation.
mergers, acquisitions and sales of assets.
Our credit agreements also contain cross-default and/or cross-acceleration provisions, which may be triggered if we default on certain indebtedness in excess of certain thresholds.
In the event of such a default, the resulting cross-defaults or cross-accelerations could have an adverse effect on our business and financial condition.
Risks Related to Laws and Regulations
In addition, federal, state and local governments in many of our markets have recently taken actions to contain the spread of COVID-19, including travel bans, quarantines, shelter-in-place orders and business shutdowns, among others, and may take additional actions in the future.
In response to governmental actions, we have taken a variety of measures, including providing support for our tenants remotely, requiring work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices.
These governmental actions could remain effective for a prolonged period of time with potential material adverse impacts on our, and our tenants’, business operations.
Moreover, while the restrictions and limitations noted above may be relaxed or rolled back if and when COVID-19 abates or vaccinations become more prevalent, such government actions may be reinstated as the pandemic continues to evolve and in response to actual or potential resurgences.
The scope and timing of any such reinstatement is difficult to predict and may materially and adversely affect our operations in the future.
Risks Related to the Operation of Our Business
Additionally, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.
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under agreements with us.
Our international expansion initiatives are subject to additional risks such as those described above.
Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our
If we decide to exercise these purchase rights, the benefits of acquiring a significant number of towers may not exceed the associated acquisition, compliance and integration costs, which could have a material adverse effect on our business, results of operations or financial condition.
An excerpt. Shown here: 40 of 57 rewritten, all 34 added and all 6 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
380 rewritten, 285 added, 230 removed, 205 unchanged
We [removed: now] [added: continue to] report our results in six segments – U.S. [added: & Canada] property, [removed: Asia] [added: Asia-Pacific] property, Africa property, Europe property, Latin America property and [removed: services.]
The change [removed: in] [added: of our] reportable segments [removed: has] [added: names is solely reflective of the inclusion of Canada and Australia in our business operations, as a result of the InSite Acquisition, and had] no impact on our consolidated financial statements for any [added: prior] periods.
Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has [added: not] been [removed: adjusted to reflect the change in reportable segments.][added: adjusted.]
We refer to [removed: this] [added: the] business [added: encompassing the above] as our property operations, which accounted for [removed: 98%] [added: 99%] of our total revenues for the year ended December 31, [removed: 2019] [added: 2020] and includes our U.S. [added: & Canada] property, [removed: Asia] [added: Asia-Pacific] property, Africa property, Europe property and Latin America property segments.
We also offer tower-related services in the United States, including site [removed: acquisition,] [added: application,] zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, [removed: 2019:][added: 2020:]
| | | [added: | | | |] Number [removed: of Owned] [added: of Owned] Towers | | | [added: | | |] Number [removed: of Operated Towers] [added: of Operated Towers] (1) | | | [added: | | |] Number of Owned DAS Sites | | [added: |]
| [removed: Asia:] [added: Asia-Pacific: (2)] | | | | | | | | | | [added: | | | | | | | | | | |]
| [removed: Africa] [added: Africa:] | | | | | | | | | | [added: | | | | | | | | | | |]
| Burkina Faso | | [removed: 664] | | | [added: | 707 | | | | | |] — | | | [added: | | |] — | | [added: |]
| South Africa [removed: (2)] | | [removed: 2,711] | | | [added: | 2,831 | | | | | |] — | | | [added: | | |] — | | [added: |]
| [removed: Europe] [added: Europe:] | | | | | | | | | | [added: | | | | | | | | | | |]
| France | | [removed: 2,207] | | | [added: | 2,769 | | | | | |] 309 | | | [added: | | |] 9 | | [added: |]
| Europe total | | [removed: 4,418] | | | [added: | 5,013 | | | | | |] 309 | | | [added: | | |] 9 | | [added: |]
| Latin America: | | | | | | | | | | [added: | | | | | | | | | | |]
| Argentina [removed: (3)] | | [removed: 94] | | | [added: | 119 | | | | | |] — | | | [added: | | |] 10 | | [added: |]
| Costa Rica | | [removed: 621] | | | [added: | 661 | | | | | |] — | | | [added: | | |] 2 | | [added: |]
[removed: | (1) | Approximately] [added: (1)Approximately] 95% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options. [removed: |]
Accordingly, the vast majority of the revenue generated by our property operations during the year ended December 31, [removed: 2019] [added: 2020] was recurring revenue that we should continue to receive in future periods.
Based upon [added: existing tenant leases and] foreign currency exchange rates [removed: and the tenant leases in place] as of December 31, [removed: 2019,] [added: 2020,] we expect to generate nearly [removed: $46.9] [added: $59] billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.
Most of our tenant leases have provisions that periodically increase the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or an inflationary index in [added: most of] our international markets, or a combination of both.
During the year ended December 31, [removed: 2019,] [added: 2020,] churn was approximately [removed: 6%] [added: 3%] of our tenant billings.
Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our [removed: Asia] [added: Asia-Pacific] property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites.
We anticipate that our churn rate in India will [removed: move closer to historical levels] [added: moderate] over time and result in reduced impacts on our property revenue, gross margin and operating profit.
In the immediate term, we [removed: expect] [added: believe] that our churn rate [removed: will] [added: may] remain [removed: elevated, primarily due the uncertainty created by] [added: elevated as our tenants in India evaluate] the recent court [removed: ruling] [added: rulings] by the Indian Supreme [removed: Court,] [added: Court and determine their payment plans for the AGR fees and charges prescribed by such court,] as set forth in Item 1A of this Annual Report under [removed: under] the [removed: captions “Risk Factors—A substantial portion of our revenue is derived from a small number of tenants, and we are sensitive to adverse changes in the creditworthiness and financial strength of our tenants” and] [added: caption] “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.
In many instances, tower capacity can be increased with relatively modest tower augmentation capital [removed: expenditures.][added: expenditures, which are often reimbursed to us.]
[removed: | • |] [added: -] Growth in tenant billings, including: [removed: |]
[removed: | • |] [added: -] New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year [removed: period; |][added: period.]
[removed: | • |] [added: -] New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments; [removed: and |]
[removed: | • |] [added: -] Contractual rent escalations on existing tenant leases, net of [removed: churn. |][added: churn; and]
[removed: | • |] [added: -] Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning. [removed: |]
According to industry data, recent aggregate annual wireless capital spending in the United States has averaged [removed: approximately $30.0] [added: at least $30] billion, resulting in consistent demand for our sites.
[removed: | • |] [added: -] In less advanced wireless markets where [removed: initial voice and data networks] [added: network deployments] are [removed: still being deployed,] [added: in earlier stages,] we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks. [removed: We have established operations in many of these markets at the early stages of wireless development, which we believe will enable us to meaningfully participate in these deployments over the long term. |]
[removed: | • | Subscribers’ use of mobile data continues to grow rapidly given increasing smartphone and other advanced device penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the mobile ecosystem.] We believe carriers will be compelled to deploy additional equipment on existing networks while also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this increasing mobile data usage. [removed: |]
[removed: | • |] [added: -] The deployment of advanced mobile technology, such as 4G and 5G, [removed: across existing wireless networks] will provide higher speed data services and further enable fixed broadband substitution. [removed: As a result, we expect that our tenants will continue deploying additional equipment across their existing networks. |]
[removed: | • | Wireless service providers compete based on the quality of their existing networks, which is driven by capacity and coverage.] To maintain or improve their network performance as overall network usage increases, our tenants continue [removed: deploying] [added: to deploy] additional equipment across their existing sites while also adding new cell sites. [removed: We anticipate increasing network densification over the next several years, as existing network infrastructure is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage. |]
[removed: | • |] [added: -] Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites and equipment to their networks as they seek to optimize their network configuration and utilize additional spectrum. [removed: |]
[removed: | • | Next generation technologies requiring wireless connectivity have the potential to provide incremental revenue opportunities for us.] These technologies may [removed: include autonomous vehicle networks and a number of other internet-of-things, or IoT, applications, as well as other potential use cases for wireless services. These technologies may] create new and complementary use cases for our communications real estate over time, although these use cases are currently in nascent stages. [removed: |]
[removed: We believe that consistent] carrier network investments across our international markets will, over the long term, position us to generate meaningful organic revenue growth going forward.
A majority of consumers in these markets still utilize basic wireless [removed: services, predominantly on feature phones, while] [added: services and] advanced device penetration remains low.
During the fourth quarter of 2020, as a result of the InSite Acquisition, we updated our reportable segments to rename U.S. property and Asia property to U.S. & Canada property and Asia-Pacific property, respectively.
services.
This change was made to better align the names of our reportable segments with the geographical areas of our business operations following the InSite Acquisition.
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| U.S. & Canada: | | | | | | | | | | | | | | | | | | | | |
| Canada (2) | | | | | | 208 | | | | | | — | | | | | | — | | |
| United States | | | | | | 27,058 | | | | | | 15,432 | | | | | | 448 | | |
| U.S. & Canada total | | | | | | 27,266 | | | | | | 15,432 | | | | | | 448 | | |
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| India | | | | | | 74,732 | | | | | | — | | | | | | 1,040 | | |
| Asia-Pacific total | | | | | | 74,732 | | | | | | — | | | | | | 1,040 | | |
| Ghana | | | | | | 3,298 | | | | | | 663 | | | | | | 28 | | |
| Kenya | | | | | | 2,397 | | | | | | — | | | | | | 9 | | |
| Niger | | | | | | 720 | | | | | | — | | | | | | — | | |
| Nigeria | | | | | | 5,823 | | | | | | — | | | | | | — | | |
| Uganda | | | | | | 3,375 | | | | | | — | | | | | | 12 | | |
| Africa total | | | | | | 19,151 | | | | | | 663 | | | | | | 49 | | |
| Germany | | | | | | 2,217 | | | | | | — | | | | | | — | | |
| Poland | | | | | | 27 | | | | | | — | | | | | | — | | |
| Brazil | | | | | | 16,792 | | | | | | 2,249 | | | | | | 104 | | |
| Chile | | | | | | 3,005 | | | | | | — | | | | | | 23 | | |
| Colombia | | | | | | 4,992 | | | | | | — | | | | | | 4 | | |
| Mexico | | | | | | 9,500 | | | | | | 186 | | | | | | 92 | | |
| Paraguay | | | | | | 1,426 | | | | | | — | | | | | | — | | |
| Peru | | | | | | 1,935 | | | | | | 429 | | | | | | — | | |
| Latin America total | | | | | | 38,430 | | | | | | 2,864 | | | | | | 235 | | |
(2)In December 2020, we launched operations in Canada and Australia through the InSite Acquisition.
In Australia, we do not own or operate communications sites but control land under carrier or other third-party communications sites, which provides recurring cash flow through tenant leasing arrangements.
In Canada, we also control land under carrier or other third-party communications sites.
On January 13, 2021, we signed agreements for the Pending Telxius Acquisition, pursuant to which we expect to acquire approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion EUR (approximately $9.4 billion at the time of signing) at closing, subject to certain conditions and limited adjustments.
The Pending Telxius Acquisition is expected to close in multiple tranches, beginning in the second quarter of 2021, subject to customary closing conditions, including government and regulatory approval.
The impact of the Pending Telxius Acquisition on our 2021 results of operations will be dependent on a number of factors, including the timing of any closings.
For the year ended December 31, 2020, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit, although overall churn rates in India remained elevated relative to historical levels.
Additionally, we expect that our churn rate in our U.S. & Canada property segment will be elevated for a period of several years due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA signed in September 2020.
As further set forth in Item 1A of this Annual Report under the captions “Risk Factors,” the ongoing COVID-19 pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our tenants and the demand for our communications sites in the United States and globally.
We have taken a variety of actions to ensure the continued availability of our communications sites, while ensuring the safety and security of our employees, tenants, vendors and surrounding communities.
These measures include providing support for our tenants remotely, requiring work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices.
We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, tenants and business partners.
As a result of the impact of COVID-19 on global financial markets, foreign currency exchange rates have been volatile in many of the markets in which we operate.
During the fourth quarter of 2019, as a result of recent acquisitions, including the Eaton Towers Acquisition, and changes to our organizational structure, we reviewed and changed our reportable segments to divide our EMEA segment into two separate segments, Africa property and Europe property.
We believe this change provides more visibility into these operating segments and better aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.
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| Domestic: | | | | | | | | | |
| United States | | 25,003 | | | 15,564 | | | 407 | |
| India (2) | | 73,633 | | | — | | | 1,079 | |
| Ghana | | 3,157 | | | 665 | | | 27 | |
| Kenya | | 2,060 | | | — | | | 9 | |
| Niger | | 677 | | | — | | | — | |
| Nigeria | | 5,207 | | | — | | | — | |
| Uganda | | 3,181 | | | — | | | 12 | |
| Africa total | | 17,657 | | | 665 | | | 48 | |
| Germany | | 2,211 | | | — | | | — | |
| Brazil (3) | | 16,706 | | | 2,258 | | | 103 | |
| Chile | | 2,583 | | | — | | | 22 | |
| Colombia | | 5,005 | | | — | | | 2 | |
| Mexico (4) | | 9,427 | | | 187 | | | 92 | |
| Paraguay | | 1,420 | | | — | | | — | |
| Peru | | 1,792 | | | 404 | | | — | |
| Latin America total | | 37,648 | | | 2,849 | | | 231 | |
_______________
| | |
| --- | --- |
| (2) | In India and South Africa, we also own fiber. |
| (3) | In Argentina and Brazil, we also own or operate urban telecommunications assets, including fiber, and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation. |
| (4) | In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure. |
The higher than historical level of churn was largely due to carrier consolidation events in India.
For the year ended December 31, 2019, aggregate carrier consolidation in India negatively impacted our consolidated property revenue by $361.3 million, including approximately $84.2 million in pass-through revenue, and negatively impacted our gross margin and operating profit by $247.7 million.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Europe | 15 | | | 15 | | | 2,490 | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| U.S. | $ | 4,188.7 | | | $ | 3,822.1 | | | $ | 3,605.7 | | | 10 | % | | 6 | % |
| Asia | 1,217.0 | | | | 1,540.5 | | | | 1,164.4 | | | | (21 | ) | | 32 | |
| • | A decrease of $266.8 million in other revenue, primarily due to the net impact of $333.7 million related to the October 2018 settlement with Tata Teleservices Limited (“Tata Teleservices”) and related entities (collectively, “Tata”); |
| ▪ | $75.6 million generated from newly acquired or constructed sites, including $59.5 million from the transactions with Vodafone India Limited and Vodafone Mobile Services Limited (together, “Vodafone” and the transaction, the “Vodafone Acquisition”) and Idea Cellular Limited (“Idea” and the transaction, the “Idea Acquisition”); |
| • | Pass-through revenue growth of $51.8 million. |
| • | A decrease of $3.4 million in other revenue; |
An excerpt. Shown here: 40 of 380 rewritten, 40 of 285 added and 40 of 230 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
20 rewritten, 11 added, 9 removed, 17 unchanged
The following table provides information as of December 31, [removed: 2019] [added: 2020] about our market risk exposure associated with changing interest rates.
| Long-Term Debt | [removed: 2020] | | [added: 2021] | | [removed: 2021] | | | | 2022 | | | | [added: | |] 2023 | | | | [added: | |] 2024 | | | | [added: | | 2025 | | | | | |] Thereafter | | | | [added: | |] Total | | | | [added: | |] Fair Value | | | | [added: | |]
| Interest Rate Swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Hedged Variable-Rate Notional Amount | [added: | |] $ | [removed: 9.2] [added: 8.7] | | | [added: | |] $ | [removed: 9.1] [added: —] | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | [removed: 18.3] [added: 8.7] | | | [added: | |] $ | [removed: (0.1] [added: (0.1)] | [removed: )] | (d) | [added: | |]
| Fixed Rate Debt Rate (e) | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |] 9.37 | | % | | | | | | [added: | | | |]
| Hedged Fixed-Rate Notional Amount | [added: | |] $ | — | | | [added: | |] $ | [removed: —] [added: 600.0] | | | [added: | |] $ | [removed: 600.0] [added: 500.0] | | | [added: | |] $ | [removed: 500.0] [added: —] | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | 1,100.0 | | | [added: | |] $ | [removed: 1.6] [added: 29.2] | | (f) | [added: | |]
| Variable Rate Debt Rate (g) | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2.85] | | [added: | | | | | | | | | | | | 1.24 | |] % | | | | | | [added: | | | |]
[removed: |] (b) [removed: |] Variable rate debt consisted of: the [removed: 2019 364-Day] [added: 2020] Term Loan, which [removed: matured] [added: was subsequently repaid in full] on February [removed: 13, 2020;] [added: 5, 2021;] the 2019 Multicurrency Credit Facility, which matures on June 28, [removed: 2023;] [added: 2024;] the 2019 Credit Facility, which matures on January 31, [removed: 2025;] [added: 2026;] the 2019 Term Loan, which matures on January 31, 2025; [removed: the South African credit facility, which amortizes through December 17, 2020;] [added: and] the Colombian credit facility, which amortizes through April 24, [removed: 2021; the Brazil credit facility, which matures on January 15, 2022; and the Eaton Towers Debt. |][added: 2021.]
[removed: |] (c) [removed: |] Based on rates effective as of December 31, [removed: 2019. |][added: 2020.]
[removed: |] (d) [removed: |] As of December 31, [removed: 2019,] [added: 2020,] the interest rate swap agreement in Colombia was included in Other non-current liabilities on the consolidated balance sheet. [removed: |]
[removed: | (e) | Represents the fixed rate of interest based on contractual notional amount as a percentage of the total notional amount.] The interest rate consists of fixed interest of 5.37%, per the interest rate agreement, and a fixed margin of 4.00%, per the loan agreement for the Colombian credit facility. [removed: |]
[removed: |] (f) [removed: |] As of December 31, [removed: 2019,] [added: 2020,] the interest rate swap agreements in the U.S. [added: were] included [removed: $9.0 million] in Other non-current assets [removed: and $7.4 million in Other non-current liabilities] on the consolidated balance sheet. [removed: |]
[removed: |] (g) [removed: |] Represents the weighted average variable rate of interest based on contractual notional amount as a percentage of total notional amounts. [removed: |]
As of December 31, [removed: 2019,] [added: 2020,] we have one interest rate swap agreement related to debt in Colombia.
This swap has been designated as a cash flow hedge, has a notional amount of [removed: $18.3] [added: $8.7] million, has an interest rate of 5.37% and expires in April 2021.
Variable rate debt as of December 31, [removed: 2019] [added: 2020] consisted of [removed: $700.0 million under the 2019 Multicurrency Credit Facility, $1.6] [added: $2.3] billion under the 2019 Credit Facility, $1.0 billion under the 2019 Term Loan, [removed: $1.0 billion] [added: $750.0 million] under the [removed: 2019 364-Day] [added: 2020] Term Loan, $600.0 million under the interest rate swap agreements related to the 2.250% Notes, $500.0 million under the interest rate swap agreements related to the 3.000% [removed: Notes, $20.8 million under the South African credit facility, $6.1] [added: Notes and $2.9] million under the Colombian credit facility after giving effect to our interest rate swap [removed: agreements, $16.3 million under the Brazil credit facility and $329.8 million under the Eaton Towers Debt.][added: agreements.]
A 10% increase in current interest rates would result in an additional [removed: $20.8] [added: $6.1] million of interest expense for the year ended December 31, [removed: 2019.][added: 2020.]
For the year ended December 31, [removed: 2019, 43%] [added: 2020, 42%] of our revenues and [removed: 51%] [added: 52%] of our total operating expenses were denominated in foreign currencies.
As of December 31, [removed: 2019,] [added: 2020,] 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.
An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in [removed: $105.4] [added: $129.2] million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, [removed: 2019.][added: 2020.]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed Rate Debt (a) | | | $ | 28.1 | | | | | $ | 1,304.6 | | | | | $ | 3,318.9 | | | | | $ | 2,151.9 | | | | | $ | 4,271.0 | | | | | $ | 14,331.5 | | | | | $ | 25,406.0 | | | | | $ | 27,308.6 | | | | |
| Weighted-Average Interest Rate (a) | | | 7.09 | | % | | | | 3.69 | | % | | | | 2.89 | | % | | | | 3.49 | | % | | | | 2.35 | | % | | | | 2.82 | | % | | | | | | | | | | | | | | | |
| Variable Rate Debt (b) | | | $ | 761.7 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,295.0 | | | | | $ | — | | | | | $ | 4,056.7 | | | | | $ | 4,054.5 | | | | |
| Weighted-Average Interest Rate (b)(c) | | | 0.92 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 1.25 | | % | | | | — | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; the InSite Debt, which was subsequently repaid in full on January 15, 2021; our senior unsecured notes (see note 9 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured notes); the Kenya Debt; the U.S. Subsidiary Debt; and other debt including finance leases.
(e) Represents the fixed rate of interest based on contractual notional amount as a percentage of the total notional amount.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed Rate Debt (a) | $ | 1,605.1 | | | $ | 1,434.4 | | | $ | 1,303.9 | | | $ | 3,002.0 | | | $ | 1,651.2 | | | $ | 10,511.9 | | | $ | 19,508.5 | | | $ | 20,284.9 | | |
| Weighted-Average Interest Rate (a) | 3.67 | | % | | 3.47 | | % | | 3.57 | | % | | 3.20 | | % | | 4.36 | | % | | 3.37 | | % | | | | | | | | | |
| Variable Rate Debt (b) | $ | 1,323.1 | | | $ | 12.2 | | | $ | 35.1 | | | $ | 720.8 | | | $ | — | | | $ | 2,600.0 | | | $ | 4,691.2 | | | $ | 4,691.3 | | |
| Weighted-Average Interest Rate (b)(c) | 3.45 | | % | | 8.13 | | % | | 7.04 | | % | | 3.00 | | % | | — | | % | | 4.13 | | % | | | | | | | | | |
| | |
| --- | --- |
| (a) | Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015 Securitization; the 2.800% senior notes due 2020; the 3.300% senior notes due 2021; the 3.450% senior notes due 2021; the 5.900% Notes; the 2.250% senior notes due 2022 (the “2.250% Notes”); the 4.70% senior notes due 2022; the 3.50% senior notes due 2023; the 3.000% senior notes due 2023 (the “3.000% Notes”); the 5.00% senior notes due 2024; the 3.375% senior notes due 2024; the 2.950% senior notes due 2025; the 1.375% senior notes due 2025; the 4.000% senior notes due 2025; the 4.400% senior notes due 2026; the 1.950% senior notes due 2026; the 3.375% senior notes due 2026; the 3.125% senior notes due 2027; the 2.750% senior notes due 2027; the 3.55% senior notes due 2027; the 3.600% senior notes due 2028; the 3.950% senior notes due 2029; the 3.800% senior notes due 2029; the 3.700% senior notes due 2049; the Kenya Debt; the U.S. Subsidiary Debt; and other debt including finance leases. |
Item 1. BUSINESS
53 rewritten, 91 added, 21 removed, 96 unchanged
We refer to this business as our property operations, which accounted for [removed: 98%] [added: 99%] of our total revenues for the year ended December 31, [removed: 2019.][added: 2020.]
These services include site [removed: acquisition,] [added: application,] zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
We also [removed: signed a definitive] [added: launched operations in Poland through an] agreement to acquire [removed: approximately 3,200] communications sites [removed: in Chile and Peru] from [added: Electronic Control Systems Spółka Akcyjna, added 530 communications sites to our portfolio in Latin America through our agreement with] Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. [added: (the “Entel Acquisition”)] and [removed: closed on the first tranche of sites, adding approximately 2,400] [added: added 564] communications sites to our portfolio in [removed: Latin America] [added: Europe through our agreements with Orange S.A.] (the [removed: “Entel] [added: “Orange] Acquisition”).
As of December 31, [removed: 2019,] [added: 2020,] our communications real estate portfolio of [removed: 179,520] [added: 185,641] communications sites included [removed: 40,974] [added: 43,146] communications sites in the [removed: U.S., 74,712] [added: U.S. & Canada, 75,772] communications sites in [removed: Asia, 18,370] [added: Asia-Pacific, 19,863] communications sites in Africa, [removed: 4,736] [added: 5,331] communications sites in Europe and [removed: 40,728] [added: 41,529] communications sites in Latin America, as well as urban telecommunications assets in Argentina, Brazil, [added: Colombia,] India, Mexico and South [removed: Africa.][added: Africa and other property interests in the United States and Australia.]
The use of TRSs enables us to continue to engage in certain businesses [added: and jurisdictions] while complying with REIT qualification requirements.
As of December 31, [removed: 2019,] [added: 2020,] our REIT-qualified businesses included our U.S. tower leasing business and a majority of our U.S. indoor DAS networks business and services segment, as well as most of our operations in Mexico, Germany, Costa Rica, [removed: Nigeria] [added: Nigeria, France, Canada] and [removed: France.][added: Australia.]
We [removed: now] [added: continue to] report our results in six segments – U.S. [added: & Canada] property, [removed: Asia] [added: Asia-Pacific] property, Africa property, Europe property, Latin America property and services.
Our property operations accounted for [removed: 98%,] [added: 99%,] 98% and [removed: 99%] [added: 98%] of our total revenues for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
[removed: | • | Long-term] [added: - Long-term] tenant leases with contractual rent escalations. In general, our tenant leases with wireless carriers have initial non-cancellable terms of five to ten years with multiple renewal terms, with provisions that periodically increase the rent due under the lease, typically annually, based on a fixed escalation percentage (averaging approximately 3% in the United States) or an inflationary index in [added: most of] our international markets, or a combination of both. [removed: Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2019, we expect to generate nearly $46.9 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. |]
[removed: | • | High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing communications site are relatively minimal. Therefore, as tenants or equipment are added, the substantial majority of incremental revenue flows through to gross margin and operating profit.] In addition, in many of our international markets certain expenses, such as ground rent or power and fuel costs, are reimbursed or shared by our tenant base. [removed: |]
[removed: | • | Low] [added: - Low] maintenance capital expenditures. On average, we require relatively low amounts of annual capital expenditures to maintain our communications sites. [removed: |]
Our property segments accounted for the following percentage of consolidated total revenue [added: for the years]
[removed: for the years] ended December 31,:
| | [added: | | 2020 | | | | | |] 2019 | | | [removed: 2018] | | | [removed: 2017] [added: 2018] | | [added: |]
| U.S. [added: & Canada] | [removed: 55] | [removed: %] | [added: 56] | [removed: 51] | % | | [added: | |] 55 | [added: |] % | [added: | | | 51 | | % |]
| [removed: Asia] [added: Asia-Pacific] | [removed: 16] | [added: | 14 | |] % | | [removed: 21] | [added: | 16 | |] % | | [removed: 17] | [added: | 21 | |] % |
| Africa | [removed: 8] | [added: | 11 | |] % | | [removed: 7] | [added: | 8 | |] % | | [added: | |] 7 | [added: |] % |
| Europe | [added: | |] 2 | [added: |] % | | [added: | |] 2 | [added: |] % | | [added: | |] 2 | [added: |] % |
| Latin America | [removed: 18] | [removed: %] | [added: 16] | [removed: 17] | % | | [added: | |] 18 | [added: |] % | [added: | | | 17 | | % |]
*Communications Sites.* Approximately 95%, [removed: 96%] [added: 95%] and [removed: 97%] [added: 96%] of revenue in our property segments was attributable to our communications sites, excluding DAS networks, for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
Our top tenants by revenue for each [removed: region] [added: property segment] are as follows for the year ended December 31, [removed: 2019:][added: 2020:]
[removed: | • | U.S.:] [added: - U.S. & Canada:] AT&T Inc. (“AT&T”); [removed: Verizon Wireless; T-Mobile US, Inc. (“T-Mobile”);] [added: T-Mobile;] and [removed: Sprint Corporation (“Sprint”)] [added: Verizon Wireless] accounted for an aggregate of 89% of U.S. [added: & Canada] property segment revenue. [removed: T-Mobile and Sprint have announced plans to merge in 2020. |]
[removed: | • | Asia:] [added: - Asia-Pacific:] Vodafone Idea Limited; Bharti Airtel Limited (“Airtel”); and Reliance Jio accounted for an aggregate of [removed: 83%] [added: 87%] of [removed: Asia] [added: Asia-Pacific] property segment revenue. [removed: |]
[removed: | • | Africa:] [added: - Africa: Airtel; and] MTN Group Limited [removed: (“MTN”); and Airtel] [added: (“MTN”)] accounted for an aggregate of [removed: 74%] [added: 68%] of Africa property segment revenue. [removed: |]
[removed: | • | Europe:] [added: - Europe:] Telefónica [removed: S.A] [added: S.A.] (“Telefónica”); Bouygues; and Free accounted for an aggregate of [removed: 70%] [added: 69%] of Europe property segment revenue. [removed: |]
[removed: | • | Latin] [added: - Latin] America: [removed: Telefónica;] AT&T; [added: Telefónica;] and América Móvil accounted for an aggregate of [removed: 58%] [added: 56%] of Latin America property segment revenue. [removed: |]
*Managed Networks, [removed: Property Interests,] Fiber and [added: Related Assets, Property Interests and] Shared Generators.* In addition to our communications sites, we also own and operate several types of managed network solutions, provide communications site management services to third parties, manage and lease property interests under carrier or other third-party communications sites, provide the right to use fiber and provide back-up power sources to tenants at our sites.
[removed: | • | Fiber and Related Assets.] We [removed: own and operate fiber and related assets in Argentina, Brazil, India, Mexico, South Africa and the United States, which we] currently provide the right to use [added: such fiber and related assets] to communications and internet service providers and third-party operators to support their telecommunications infrastructure. [removed: We expect to continue to |]
[removed: | • |] [added: -] Property Interests. We own [removed: a portfolio] [added: portfolios] of property interests in [added: Australia, Canada and] the United [removed: States] [added: States, including land] under carrier or other third-party communications sites, which [removed: provides] [added: provide] recurring cash flow under complementary leasing arrangements. [removed: |]
[removed: | *•* | Shared] [added: *•*Shared] Generators. We have contracts with certain of our tenants in the United States pursuant to which we provide access to shared backup power generators. [removed: |]
We offer tower-related services in the United States, including site [removed: acquisition,] [added: application,] zoning and permitting and structural analysis services.
This segment accounted for [removed: 2%,] [added: 1%,] 2% and [removed: 1%] [added: 2%] of our total revenue for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
*Site [removed: Acquisition,] [added: Application,] Zoning and Permitting*.
We engage in site [removed: acquisition] [added: application] services on our own behalf in connection with our tower development projects, as well as on behalf of our tenants.
To capture this demand, our primary operational focus is to (i) increase the occupancy of our existing communications real estate portfolio to support global connectivity, (ii) invest in and selectively grow our communications real estate portfolio, (iii) further improve our operational performance and efficiency, including through [removed: innovation initiatives] [added: platform expansion initiatives,] and (iv) maintain a strong balance sheet.
[removed: | • | Invest] [added: - Invest] in and selectively grow our communications real estate portfolio to meet our tenants’ needs. We seek opportunities to invest in and grow our operations through our capital expenditure program, new site construction and acquisitions. [removed: We believe we can achieve attractive risk-adjusted returns by pursuing such investments. In addition, we seek to secure property interests under our communications sites to improve operating margins as we reduce our cash operating expense related to ground leases. A significant portion of our inorganic growth has been focused on |]
[added: A significant portion of our inorganic growth has been focused on] properties with lower initial tenancy because we believe that over time we can significantly increase tenancy levels, and therefore, drive strong returns on those assets.
[removed: | • | Maintain] [added: - Maintain] a strong balance sheet. We remain committed to disciplined financial policies, which we believe result in our ability to maintain a strong balance sheet and will support our overall strategy and focus on asset growth and operational excellence. [removed: As a result of these policies, we currently have investment grade credit ratings. We continue to focus on maintaining a robust liquidity position and, as of December 31, 2019, had $4.4 billion of available liquidity. We believe that our investment grade credit ratings provide us consistent access to the capital markets and our liquidity provides us the ability to continue to invest in growing and augmenting our business. |]
The objective of our capital allocation strategy is to simultaneously increase adjusted funds from operations [added: per share] and our return on invested capital over the long term.
[removed: | • | Capital expenditure program. We expect to continue to invest in and expand our existing communications real estate portfolio through our capital expenditure program.] This includes capital expenditures associated with site maintenance, increasing the capacity of our existing sites and projects such as new site construction, land interest acquisitions and power solutions. [removed: |]
In 2020, we added approximately 3,000 communications sites to our portfolio, primarily in the United States, and launched operations in Canada and Australia as part of our acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”).
On January 13, 2021, we entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which we expect to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion Euros (“EUR”) (approximately $9.4 billion at the date of signing) (the “Pending Telxius Acquisition”), subject to limited adjustments.
The Pending Telxius Acquisition is expected to close in tranches beginning in the second quarter of 2021, subject to customary closing conditions, including government and regulatory approval.
During the fourth quarter of 2020, as a result of the InSite Acquisition, we updated our reportable segments to rename U.S. property and Asia property to U.S. & Canada property and Asia-Pacific property, respectively.
This change was made to better align the names of our reportable segments with the geographical areas of our business operations following the InSite Acquisition.
The change of our reportable segments names is solely reflective of the inclusion of Canada and Australia in our business operations, as a result of the InSite Acquisition, and had no impact on our consolidated financial statements for any prior periods.
Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2020, we expect to generate nearly $59 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.
- Consistent demand for our sites. As a result of rapidly growing usage of mobile data and other wireless services and the corresponding wireless industry capital spending trends in the markets we serve, we anticipate consistent demand for our communications sites.
We believe that our global asset base positions us well to benefit from the increasing proliferation of advanced wireless devices and the increasing usage of high bandwidth applications on those devices.
We have the ability to add new tenants and new equipment for existing tenants on our sites, which typically results in incremental revenue and modest incremental costs.
Our site portfolio and our established tenant base provide us with a solid platform for new business opportunities, which has historically resulted in consistent and predictable organic revenue growth.
- High lease renewal rates. Our tenants tend to renew leases because suitable alternative sites may not exist or be available and repositioning a site in their network may be expensive and may adversely affect network quality.
Historically, churn has averaged approximately 1% to 2% of tenant billings per year.
We define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced.
We derive our churn rate for a given year by dividing our tenant billings lost on this basis by our prior-year tenant billings.
As discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview,” we experienced elevated levels of churn in recent years due to carrier consolidation-driven churn in India.
We anticipate that our churn rate in our Asia-Pacific property segment will moderate over time, however, in the immediate term, we believe that our churn rate may remain elevated, primarily due to the recent court rulings by the Indian Supreme Court, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” Additionally, we expect that our churn rate in our U.S. & Canada property segment will be elevated for a period of several years due to contractual lease cancellations and non-renewals pursuant to the terms of our master lease agreement with T-Mobile US, Inc. (“T-Mobile,” and the agreement, the “T-Mobile MLA”) entered into in September 2020.
- High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing communications site are relatively minimal.
Therefore, as tenants or equipment are added, the substantial majority of incremental revenue flows through to gross margin and operating profit.
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*•*Managed Networks. We own and operate DAS networks in the United States and certain international markets.
We obtain rights from property owners to install and operate in-building DAS networks, and we grant rights to wireless service providers to attach their equipment to our installations.
We also offer a small portfolio of outdoor DAS networks as a complementary shared infrastructure solution for our tenants in the United States and in certain international markets.
Typically, we have designed, built and operated our outdoor DAS networks in areas in which zoning restrictions or other barriers may prevent or delay deployment of more traditional wireless communications sites, such as macro tower sites.
We also hold lease rights and easement interests on rooftops capable of hosting communications equipment in locations where towers are generally not a viable solution based on area characteristics.
In addition, we provide management services to property owners in the United States who elect to retain full rights to their property while simultaneously marketing the rooftop for wireless communications equipment installation.
As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas.
*•*Fiber and Related Assets. We own and operate fiber and related assets in the United States and certain international markets.
We expect to continue to evaluate opportunities to invest selectively in and expand these and other similar assets in the future as part of advanced network deployments.
- Increase the occupancy of our existing communications real estate portfolio to support global connectivity. We believe that our highest incremental returns will be achieved by leasing additional space on our existing communications sites.
Increasing demand for wireless services in our served markets has resulted in significant capital spending by major wireless carriers and other connectivity providers.
As a result, we anticipate growing demand for our communications sites because they are attractively located and typically have capacity available for additional tenants and equipment.
In the United States, incremental carrier network activity is being driven by 4G network densification initiatives as well as the early stages of multiple concurrent 5G network deployments.
In our international markets, carriers are increasingly deploying more advanced network technologies such as 4G and, in the case of our international markets with more mature network technology, 5G, while continuing to selectively augment legacy networks.
We believe that the majority of our towers have capacity for additional tenants and that substantially all of our towers that are currently at or near full structural capacity can be upgraded or augmented to meet future tenant demand with relatively modest capital investment.
Therefore, we will continue to target our sales and marketing activities to increase the utilization and return on investment of our existing communications sites.
We believe we can achieve attractive risk-adjusted returns by pursuing such investments.
In addition, we seek to secure property interests under our communications sites to improve operating margins as we reduce our cash operating expense related to ground leases.
- Further improve our operational performance and efficiency. We continue to seek opportunities to improve our operational performance throughout the organization.
American Tower Corporation was originally created as a subsidiary of American Radio Systems Corporation in 1995 and was spun off into a free-standing public company in 1998.
We are a holding company and conduct our operations through our directly and indirectly owned subsidiaries and joint ventures.
Our principal domestic operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC.
We conduct our international operations primarily through our subsidiary, American Tower International, Inc., which in turn conducts operations through its various international holding and operating subsidiaries and joint ventures.
In 2019, we added approximately 5,800 communications sites to our portfolio in Africa and launched operations in Burkina Faso and Niger as part of our acquisition of Eaton Towers Holdings Limited (“Eaton Towers,” and the acquisition, the “Eaton Towers Acquisition”).
The remaining communications sites are expected to close in tranches beginning in the first quarter of 2020, subject to certain closing conditions.
During the fourth quarter of 2019, as a result of recent acquisitions, including the Eaton Towers Acquisition, and changes to our organizational structure, we reviewed and changed our reportable segments to divide our Europe, Middle East and Africa (“EMEA”) property segment into two separate segments, Africa property and Europe property.
We believe this change provides more visibility into these operating segments and better aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.
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| • | Consistent demand for our sites. As a result of rapidly growing usage of mobile data and other wireless services and the corresponding wireless industry capital spending trends in the markets we serve, we anticipate consistent demand for our communications sites. We believe that our global asset base positions us well to benefit from the increasing proliferation of advanced wireless devices and the increasing usage of high bandwidth applications on those devices. We have the ability to add new tenants and new equipment for existing tenants on our sites, which typically results in incremental revenue and modest incremental costs. Our site portfolio and our established tenant base provide us with a solid platform for new business opportunities, which has historically resulted in consistent and predictable organic revenue growth. |
| • | High lease renewal rates. Our tenants tend to renew leases because suitable alternative sites may not exist or be available and repositioning a site in their network may be expensive and may adversely affect network quality. Historically, churn has averaged approximately 1% to 2% of tenant billings per year. We define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced. We derive our churn rate for a given year by dividing our tenant billings lost on this basis by our prior-year tenant billings. As discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview,” we experienced elevated levels of churn in recent years due to carrier consolidation-driven churn in India. We anticipate that our churn rate will move closer to historical levels over time, however, in the immediate term, we expect that our churn rate will remain elevated, primarily due to the uncertainty created by the recent court ruling by the Indian Supreme Court, as set forth in Item 1A of this Annual Report under the captions “Risk Factors—A substantial portion of our revenue is derived from a small number of tenants, and we are sensitive to adverse changes in the creditworthiness and financial strength of our tenants” and “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” |
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| *•* | Managed Networks. We own and operate DAS networks in the United States and certain international markets. We obtain rights from property owners to install and operate in-building DAS networks, and we grant rights to wireless service providers to attach their equipment to our installations. We also offer a small portfolio of outdoor DAS networks as a complementary shared infrastructure solution for our tenants in the United States and in certain international markets. Typically, we have designed, built and operated our outdoor DAS networks in areas in which zoning restrictions or other barriers may prevent or delay deployment of more traditional wireless communications sites, such as macro tower sites. We also hold lease rights and easement interests on rooftops capable of hosting communications equipment in locations where towers are generally not a viable solution based on area characteristics. In addition, we provide management services to property owners in the United States who elect to retain full rights to their property while simultaneously marketing the rooftop for wireless communications equipment installation. As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas. |
evaluate opportunities to invest in and provide the right to use these and other similar assets to providers and operators in the future for additional fourth generation (4G) and fifth generation (5G) deployments.
| • | Increase the occupancy of our existing communications real estate portfolio to support global connectivity. We believe that our highest incremental returns will be achieved by leasing additional space on our existing communications sites. Increasing demand for wireless services in our served markets has resulted in significant capital spending by major wireless carriers and other connectivity providers. As a result, we anticipate growing demand for our communications sites because they are attractively located and typically have capacity available for additional tenants and equipment. In the United States, incremental carrier network activity is being driven primarily by the construction and densification of 4G networks, as well as initial deployments of 5G. In our international markets, carriers are deploying a combination of second generation (2G), third generation (3G) and, more recently, 4G networks, depending on the specific market. We believe that the majority of our towers have capacity for additional tenants and that substantially all of our towers that are currently at or near full structural capacity can be upgraded or augmented to meet future tenant demand with relatively modest capital investment. Therefore, we will continue to target our sales and marketing activities to increase the utilization and return on investment of our existing communications sites. |
| • | Further improve our operational performance and efficiency, including through innovation initiatives. We continue to seek opportunities to improve our operational performance throughout the organization. This includes investing in our systems and people as we strive to improve efficiency and provide superior service to our tenants. To achieve this, we intend to continue to focus on customer service initiatives, such as reducing cycle times for key functions, including lease processing and tower structural analysis. Through our innovation program, we are also focused on developing and implementing renewable power solutions across our footprint to reduce our reliance on fossil fuels and help improve the overall efficiency of the communications infrastructure and wireless industries. We also expect to use our innovation program to explore additional ways to enhance the efficiency of our operations over time. |
In the United States, the Telecommunications Act of 1996 prohibits any action
Employees
As of December 31, 2019, we employed 5,454 full-time individuals and consider our employee relations to be satisfactory.
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Item 3. LEGAL PROCEEDINGS
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Cover and table of contents
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[removed: FORM 10-K][added: FORM 10-K]
| ☒ | [added: | |] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | [added: | |]
Commission File [removed: Number: 001-14195][added: Number: 001-14195]
| Delaware | | [added: | | | |] 65-0723837 | [added: | |]
| (State or other jurisdiction [removed: of Incorporation] [added: of Incorporation] or Organization) | | [added: | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]
[removed: Boston, Massachusetts 02116][added: Boston, Massachusetts 02116]
Telephone Number [removed: (617) 375-7500][added: (617) 375-7500]
| Title of each Class | [added: | |] Trading Symbol(s) | [added: | |] Name of exchange on which registered | [added: | |]
| Common Stock, $0.01 par value | [added: | |] AMT | [added: | |] New York Stock Exchange | [added: | |]
| 1.375% Senior Notes due 2025 | [added: | |] AMT 25A | [added: | |] New York Stock Exchange | [added: | |]
| 1.950% Senior Notes due 2026 | [added: | |] AMT 26B | [added: | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]
| Non-accelerated filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]
| Emerging growth company | | [added: | | | |] ☐ | | | | | [added: | | | | | | | | | |]
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2019] [added: 2020] was [removed: $89.9] [added: $114.3] billion, based on the closing price of the registrant’s common stock as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second quarter.
As of February 18, [removed: 2020,] [added: 2021,] there were [removed: 442,911,804] [added: 444,384,437] shares of common stock outstanding.
Portions of the definitive proxy statement (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange Commission relative to the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
FISCAL YEAR ENDED DECEMBER [removed: 31, 2019][added: 31, 2020]
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| [Special Note Regarding Forward-Looking [removed: Statements](#s99B41054DB5D583DA80493AD1BC10717)] [added: Statements](#i23bba82efd4046b8912ceb83cef214d1_10)] | | [removed: [ii](#s99B41054DB5D583DA80493AD1BC10717)] | [added: | | | [ii](#i23bba82efd4046b8912ceb83cef214d1_10) | | |]
| PART I | | | [added: | | | | | |]
| ITEM 1. | [removed: [Business](#s3AF3D5DF842D5FA38FD2C9ACCEF9322E)] | [removed: [1](#s3AF3D5DF842D5FA38FD2C9ACCEF9322E)] | [added: [Business](#i23bba82efd4046b8912ceb83cef214d1_16) | | | [1](#i23bba82efd4046b8912ceb83cef214d1_16) | | |]
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| | [added: | |] [Executive [removed: Officers](#s80ffe9e0fe584a499da280820cd6f620)] [added: Officers](#i23bba82efd4046b8912ceb83cef214d1_37)] | [removed: [8](#s80ffe9e0fe584a499da280820cd6f620)] | [added: | [8](#i23bba82efd4046b8912ceb83cef214d1_37) | | |]
| | [added: | |] [Available [removed: Information](#s68F0FF7B3D37571788029B98182A3645)] [added: Information](#i23bba82efd4046b8912ceb83cef214d1_40)] | [removed: [8](#s68F0FF7B3D37571788029B98182A3645)] | [added: | [8](#i23bba82efd4046b8912ceb83cef214d1_40) | | |]
| ITEM 1A. | [added: | |] [Risk [removed: Factors](#sA747D2B5274253C9BE6597AFA4B91682)] [added: Factors](#i23bba82efd4046b8912ceb83cef214d1_43)] | [removed: [8](#sA747D2B5274253C9BE6597AFA4B91682)] | [added: | [9](#i23bba82efd4046b8912ceb83cef214d1_43) | | |]
| ITEM 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sE8B41BCAB5F35F0D8B20F241AABF72FB)] [added: Comments](#i23bba82efd4046b8912ceb83cef214d1_46)] | [removed: [15](#sE8B41BCAB5F35F0D8B20F241AABF72FB)] | [added: | [17](#i23bba82efd4046b8912ceb83cef214d1_46) | | |]
| ITEM 2. | [removed: [Properties](#s39B3953F216C5148B7FDA22C6DCB0BB1)] | [removed: [16](#s39B3953F216C5148B7FDA22C6DCB0BB1)] | [added: [Properties](#i23bba82efd4046b8912ceb83cef214d1_49) | | | [17](#i23bba82efd4046b8912ceb83cef214d1_49) | | |]
| ITEM 3. | [added: | |] [Legal [removed: Proceedings](#s4B000F91E8AF54C18D480F71C666B69E)] [added: Proceedings](#i23bba82efd4046b8912ceb83cef214d1_52)] | [removed: [17](#s4B000F91E8AF54C18D480F71C666B69E)] | [added: | [18](#i23bba82efd4046b8912ceb83cef214d1_52) | | |]
| ITEM 4. | [added: | |] [Mine Safety [removed: Disclosures](#s84E48DEA257C5EA6AB02766F1005F2A0)] [added: Disclosures](#i23bba82efd4046b8912ceb83cef214d1_55)] | [removed: [17](#s84E48DEA257C5EA6AB02766F1005F2A0)] | [added: | [19](#i23bba82efd4046b8912ceb83cef214d1_55) | | |]
| PART II | | | [added: | | | | | |]
| ITEM 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s44BC1F5323345C5FBB6185CA78851A96)] [added: Securities](#i23bba82efd4046b8912ceb83cef214d1_61)] | [removed: [18](#s44BC1F5323345C5FBB6185CA78851A96)] | [added: | [20](#i23bba82efd4046b8912ceb83cef214d1_61) | | |]
| | [added: | |] [Performance [removed: Graph](#s810E6CA69D9B58D098E76EC0CB72D6E3)] [added: Graph](#i23bba82efd4046b8912ceb83cef214d1_67)] | [removed: [18](#s810E6CA69D9B58D098E76EC0CB72D6E3)] | [added: | [20](#i23bba82efd4046b8912ceb83cef214d1_67) | | |]
| ITEM 6. | [added: | |] [Selected Financial [removed: Data](#s3718211920755F4D9AFF8E8E927B9308)] [added: Data](#i23bba82efd4046b8912ceb83cef214d1_2988)] | [removed: [20](#s3718211920755F4D9AFF8E8E927B9308)] | [added: | [21](#i23bba82efd4046b8912ceb83cef214d1_2988) | | |]
| ITEM 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s8F3081426C92560BB65EAE815DD1D3F8)] [added: Operations](#i23bba82efd4046b8912ceb83cef214d1_76)] | [removed: [22](#s8F3081426C92560BB65EAE815DD1D3F8)] | [added: | [21](#i23bba82efd4046b8912ceb83cef214d1_76) | | |]
| | [added: | |] [Executive [removed: Overview](#s3DBA1351832F5EB28BC5556C8E840515)] [added: Overview](#i23bba82efd4046b8912ceb83cef214d1_79)] | [removed: [22](#s3DBA1351832F5EB28BC5556C8E840515)] | [added: | [22](#i23bba82efd4046b8912ceb83cef214d1_79) | | |]
| | [added: | |] [Non-GAAP Financial [removed: Measures](#sDB2B683BB4E15BCBA8C7018328AF32E0)] [added: Measures](#i23bba82efd4046b8912ceb83cef214d1_82)] | [removed: [26](#sDB2B683BB4E15BCBA8C7018328AF32E0)] | [added: | [27](#i23bba82efd4046b8912ceb83cef214d1_82) | | |]
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| 0.500% Senior Notes due 2028 | | | AMT 28A | | | New York Stock Exchange | | |
| 1.000% Senior Notes due 2032 | | | AMT 32 | | | New York Stock Exchange | | |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| | | | [Overview](#i23bba82efd4046b8912ceb83cef214d1_19) | | | [1](#i23bba82efd4046b8912ceb83cef214d1_19) | | |
| | | | [Strategy](#i23bba82efd4046b8912ceb83cef214d1_25) | | | [4](#i23bba82efd4046b8912ceb83cef214d1_25) | | |
| | | | [Competition](#i23bba82efd4046b8912ceb83cef214d1_31) | | | [7](#i23bba82efd4046b8912ceb83cef214d1_31) | | |
| | | | [Human Capital Resources](#i23bba82efd4046b8912ceb83cef214d1_34) | | | [7](#i23bba82efd4046b8912ceb83cef214d1_34) | | |
| | | | [Dividends](#i23bba82efd4046b8912ceb83cef214d1_64) | | | [20](#i23bba82efd4046b8912ceb83cef214d1_64) | | |
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FISCAL YEAR ENDED DECEMBER 31, 2020
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| [Signatures](#i23bba82efd4046b8912ceb83cef214d1_151) | | | | | | [67](#i23bba82efd4046b8912ceb83cef214d1_151) | | |
not occur.
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| | [Overview](#s831D794F7B0E5DFCBD8ACC5D5F4CBFFB) | [1](#s831D794F7B0E5DFCBD8ACC5D5F4CBFFB) |
| | [Strategy](#s8FD5B4A6BEAF5754BD9EDF1CE60A82E8) | [4](#s8FD5B4A6BEAF5754BD9EDF1CE60A82E8) |
| | [Competition](#sB6C89131E27C51D6800F2731452662C7) | [7](#sB6C89131E27C51D6800F2731452662C7) |
| | [Employees](#sD781230368085B49BB514FFC53C1B0D4) | [7](#sD781230368085B49BB514FFC53C1B0D4) |
| | [Dividends](#s919F4C25734E54319B19C0EF961BCB54) | [18](#s919F4C25734E54319B19C0EF961BCB54) |
| | [Issuer Purchases of Equity Securities](#s46025ED6B7F35B1EBD33256BC5DE11FC) | [20](#s46025ED6B7F35B1EBD33256BC5DE11FC) |
| [Signatures](#sFD9CE51E567B53A48E0F49AA9993EE2F) | | [67](#sFD9CE51E567B53A48E0F49AA9993EE2F) |
An excerpt. Shown here: 40 of 65 rewritten, all 31 added and all 13 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
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Item 2. PROPERTIES
16 rewritten, 13 added, 3 removed, 12 unchanged
As of December 31, [removed: 2019,] [added: 2020,] we owned and operated a portfolio of [removed: 179,520] [added: 185,641] communications sites, including [removed: 1,774] [added: 1,781] DAS networks.
In addition, we own property interests that we lease to communications service providers and third-party tower operators in [added: Canada and] the United States, which are included in our U.S. [added: & Canada] property [added: segment, and in Australia, which are included in our Asia-Pacific property] segment.
In addition, many of our international sites typically include power generators and batteries, which are often used for primary power in lieu of an electric [removed: grid connection in select markets.]
[removed: | • |] [added: -] A guyed tower includes a series of cables attaching separate levels of the tower to anchor foundations in the ground and can reach heights of up to 2,000 feet. [removed: A typical guyed broadcast tower can be located a tract of land of up to 20 acres. |]
[removed: | • | A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower can reach heights of up to 1,000 feet, although most lattice structures are between 200 and 400 feet.] Depending on the height of the tower, a lattice tower site can be located on a tract of land of 10,000 square feet for a rural site or fewer than 2,500 square feet for a metropolitan site. [removed: |]
[removed: | • |] A monopole tower [removed: is a tubular structure that is used primarily to address space constraints or aesthetic concerns. Monopoles typically have heights ranging from 50 to 200 feet. A monopole tower] site used in metropolitan areas for a typical wireless communications tower can be located on a tract of land of fewer than 2,500 square feet. [removed: |]
[removed: | • |] [added: -] Rooftop towers are primarily used in metropolitan areas in our [removed: Asia,] [added: Asia-Pacific,] Africa, Europe and Latin America markets, where locations for traditional tower structures are unavailable. [removed: Rooftop towers typically have heights ranging from 10 to 100 feet. |]
*U.S. [added: & Canada] Property Segment Encumbered Sites*.
As of December 31, [removed: 2019,] [added: 2020,] the loan underlying the securitization transactions completed in March 2013 and March 2018 (the “2013 Securitization” and the “2018 Securitization”, respectively, and together, the “Trust Securitizations”) is secured by mortgages, deeds of trust and deeds to secure the loan on substantially all of the 5,114 broadcast and wireless communications towers and related assets owned by the borrowers (the “Trust Sites”) and the secured revenue notes issued in a private transaction completed in May 2015 (the “2015 Securitization”) are secured by mortgages, deeds of trust and deeds to secure debt on substantially all of the [removed: 3,542] [added: 3,538] communications sites owned by subsidiaries of the issuer (the “2015 Secured Sites”).
[removed: *Asia] [added: *Asia-Pacific] Property Segment Encumbered Sites.* There are no encumbered sites in our [removed: Asia] [added: Asia-Pacific] property segment.
[removed: *Africa Property Segment Encumbered Sites.*] Our outstanding indebtedness in [removed: South Africa] [added: Colombia] is secured by an aggregate of [removed: 1,899] [added: 3,563] towers.
*Ground Leases.* Of the [removed: 177,746] [added: 183,860] towers in our portfolio as of December 31, [removed: 2019,] [added: 2020,] approximately 90% were located on land we lease.
As a result, 43% of the ground leases for our sites have a final expiration date of [removed: 2029] [added: 2030] and beyond.
For the year ended December 31, [removed: 2019,] [added: 2020,] our top [removed: four] [added: three] tenants by total revenue were AT&T (22%), [removed: Verizon Wireless (15%),] T-Mobile [removed: (10%)] [added: (19%)] and [removed: Sprint (8%).][added: Verizon Wireless (14%).]
As a result, approximately [removed: 65%] [added: 64%] of our current tenant leases have a renewal date of [removed: 2025] [added: 2026] or beyond.
We also own or have entered into long-term leases for the majority of our facilities in international and regional locations for the management and operation of our property and services businesses, including offices in each of our [removed: U.S., Asia,] [added: U.S. & Canada, Asia-Pacific,] Africa, Europe and Latin America segments.
grid connection in select markets.
A typical guyed broadcast tower can be located a tract of land of up to 20 acres.
- A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs.
A lattice tower can reach heights of up to 1,000 feet, although most lattice structures are between 200 and 400 feet.
- A monopole tower is a tubular structure that is used primarily to address space constraints or aesthetic concerns.
Monopoles typically have heights ranging from 50 to 200 feet.
Rooftop towers typically have heights ranging from 10 to 100 feet.
We acquired certain debt in connection with the InSite Acquisition (the “InSite Debt”).
As of December 31, 2020, the InSite Debt was secured by an aggregate of 1,946 sites.
Subsequent to December 31, 2020, we repaid the entire amount outstanding under the InSite Debt (see note 9 to our consolidated financial statements included in this Annual Report).
*Africa Property Segment Encumbered Sites.* There are no encumbered sites in our Africa property segment.
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Our outstanding indebtedness in Brazil is secured by an aggregate of 760 towers and outstanding indebtedness in Colombia is secured by an aggregate of 3,563 towers.
Item 4. MINE SAFETY DISCLOSURES
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 6 added, 31 removed, 10 unchanged
As of February 18, [removed: 2020,] [added: 2021,] we had [removed: 442,911,804] [added: 444,384,437] outstanding shares of common stock and [removed: 151] [added: 147] registered holders.
The performance graph assumes that on December 31, [removed: 2014,] [added: 2015,] $100 was invested in each of our common stock, the S&P 500 Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index.
[removed: ][added: ]
| | | [added: | | | |] Cumulative Total Returns | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| American Tower Corporation | | [removed: $] | [removed: 100.00] | | | $ | 100.00 | | | [added: | |] $ | 111.21 | | | [added: | |] $ | [removed: 153.12] [added: 153.13] | | | [added: | |] $ | [removed: 173.52] [added: 173.53] | | | [added: | |] $ | [removed: 256.55] [added: 256.56] | | [added: | | | $ | 255.34 | |]
| Dow Jones U.S. Telecommunications Equipment Index | | [added: | | | |] 100.00 | | | | [removed: 89.19] | | [added: 119.14] | | [removed: 106.27] | | | | [removed: 130.77] [added: 146.61] | | | | [removed: 141.92] | | [added: 159.12] | | [removed: 164.97] | | | [added: | 184.95 | | | | | | 189.24 | | |]
| FTSE Nareit All Equity REITs Index | | [added: | | | |] 100.00 | | | | [removed: 102.83] | | [added: 108.63] | | [removed: 111.70] | | | | [removed: 121.39] [added: 118.05] | | | | [removed: 116.48] | | [added: 113.28] | | [removed: 149.86] | | | [added: | 145.75 | | | | | | 138.28 | | |]
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| | | | | | | 12/15 | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |
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| | | 12/14 | | | | 12/15 | | | | 12/16 | | | | 12/17 | | | | 12/18 | | | | 12/19 | | |
| S&P 500 Index | | 100.00 | | | | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | | |
Issuer Purchases of Equity Securities
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 addition to 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 December 31, 2019, we repurchased a total of 93,654 shares of our common stock for an aggregate of $19.6 million, including commissions and fees, pursuant to the 2011 Buyback.
There were no repurchases under the 2017 Buyback.
The table below sets forth details of our repurchases under the 2011 Buyback during the three months ended December 31, 2019.
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| Period | | Total Number of Shares Purchased (1) | | | Average Price Paid per Share (2) | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) | | |
| | | | | | | | | | | | | (in millions) | | |
| October 1, 2019 - October 31, 2019 | | — | | | $ | — | | | — | | | $ | — | |
| November 1, 2019 - November 30, 2019 | | 42,800 | | | $ | 209.74 | | | 42,800 | | | $ | 103.1 | |
| December 1, 2019 - December 31, 2019 | | 50,854 | | | $ | 209.59 | | | 50,854 | | | $ | 92.4 | |
| Total Fourth Quarter | | 93,654 | | | $ | 209.66 | | | 93,654 | | | $ | 92.4 | |
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| (1) | Repurchases made pursuant to the 2011 Buyback. |
| (2) | Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees. |
| (3) | Remaining under the 2011 Buyback. |
We have repurchased a total of 14.1 million shares of our common stock under the 2011 Buyback for an aggregate of $1.4 billion, including commissions and fees.
We expect to continue to manage the pacing of the remaining $2.1 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.
Purchases under the Buyback Programs are subject to our having available cash to fund repurchases.
Under the Buyback Programs, our management is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors.
With respect to open market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
These programs may be discontinued at any time.
Item 6. SELECTED FINANCIAL DATA
0 rewritten, 3 added, 59 removed, 0 unchanged
N/A.
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The selected financial data should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and the related notes to those consolidated financial statements included in this Annual Report.
Year-over-year comparisons are significantly affected by our acquisitions, dispositions and construction of towers.
Our transaction with Verizon Communications Inc. (“Verizon” and the transaction, the “Verizon Transaction”) and the acquisition of a controlling ownership interest in Viom Networks Limited (“Viom” and the acquisition, the “Viom Acquisition”), which closed in March 2015 and April 2016, respectively, significantly impact the comparability of reported results between periods.
Our principal 2019 acquisitions are described in note 7 to our consolidated financial statements included in this Annual Report.
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| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |
| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| | | (In millions, except share and per share data) | | | | | | | | | | | | | | | | | | |
| Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |
| Revenues: | | | | | | | | | | | | | | | | | | | | |
| Property | | $ | 7,464.9 | | | $ | 7,314.7 | | | $ | 6,565.9 | | | $ | 5,713.1 | | | $ | 4,680.4 | |
| Services | | 115.4 | | | | 125.4 | | | | 98.0 | | | | 72.6 | | | | 91.1 | | |
| Total operating revenues | | 7,580.3 | | | | 7,440.1 | | | | 6,663.9 | | | | 5,785.7 | | | | 4,771.5 | | |
| Operating expenses: | | | | | | | | | | | | | | | | | | | | |
| Cost of operations (exclusive of items shown separately below) | | | | | | | | | | | | | | | | | | | | |
| Property | | 2,173.7 | | | | 2,128.7 | | | | 2,022.0 | | | | 1,762.7 | | | | 1,275.4 | | |
| Services | | 43.1 | | | | 49.1 | | | | 34.6 | | | | 27.7 | | | | 33.4 | | |
| Depreciation, amortization and accretion | | 1,778.4 | | | | 2,110.8 | | | | 1,715.9 | | | | 1,525.6 | | | | 1,285.3 | | |
| Selling, general, administrative and development expense | | 730.4 | | | | 733.2 | | | | 637.0 | | | | 543.4 | | | | 497.8 | | |
| Other operating expenses | | 166.3 | | | | 513.3 | | | | 256.0 | | | | 73.3 | | | | 66.8 | | |
| Total operating expenses | | 4,891.9 | | | | 5,535.1 | | | | 4,665.5 | | | | 3,932.7 | | | | 3,158.7 | | |
| Operating income | | 2,688.4 | | | | 1,905.0 | | | | 1,998.4 | | | | 1,853.0 | | | | 1,612.8 | | |
| Interest (expense) income, TV Azteca, net | | — | | | | (0.1 | | ) | | 10.8 | | | | 10.9 | | | | 11.2 | | |
| Interest income | | 46.8 | | | | 54.7 | | | | 35.4 | | | | 25.6 | | | | 16.5 | | |
| Interest expense | | (814.2 | | ) | | (825.5 | | ) | | (749.6 | | ) | | (717.1 | | ) | | (595.9 | | ) |
| (Loss) gain on retirement of long-term obligations | | (22.2 | | ) | | (3.3 | | ) | | (70.2 | | ) | | 1.2 | | | | (79.6 | | ) |
| Other income (expense) (1) | | 17.6 | | | | 23.8 | | | | 31.3 | | | | (47.7 | | ) | | (135.0 | | ) |
| Income from continuing operations before income taxes | | 1,916.4 | | | | 1,154.6 | | | | 1,256.1 | | | | 1,125.9 | | | | 830.0 | | |
| Income tax benefit (provision) | | 0.2 | | | | 110.1 | | | | (30.7 | | ) | | (155.5 | | ) | | (158.0 | | ) |
| Net income | | 1,916.6 | | | | 1,264.7 | | | | 1,225.4 | | | | 970.4 | | | | 672.0 | | |
| Net (income) loss attributable to noncontrolling interests | | (28.8 | | ) | | (28.3 | | ) | | 13.5 | | | | (14.0 | | ) | | 13.1 | | |
| Net income attributable to American Tower Corporation stockholders | | 1,887.8 | | | | 1,236.4 | | | | 1,238.9 | | | | 956.4 | | | | 685.1 | | |
| Dividends on preferred stock | | — | | | | (9.4 | | ) | | (87.4 | | ) | | (107.1 | | ) | | (90.2 | | ) |
| Net income attributable to American Tower Corporation common stockholders | | $ | 1,887.8 | | | $ | 1,227.0 | | | $ | 1,151.5 | | | $ | 849.3 | | | $ | 594.9 | |
| Net income per common share amounts: | | | | | | | | | | | | | | | | | | | | |
| Basic net income attributable to American Tower Corporation common stockholders | | $ | 4.27 | | | $ | 2.79 | | | $ | 2.69 | | | $ | 2.00 | | | $ | 1.42 | |
| Diluted net income attributable to American Tower Corporation common stockholders | | $ | 4.24 | | | $ | 2.77 | | | $ | 2.67 | | | $ | 1.98 | | | $ | 1.41 | |
| Weighted average common shares outstanding (in thousands): | | | | | | | | | | | | | | | | | | | | |
| Basic | | 442,319 | | | | 439,606 | | | | 428,181 | | | | 425,143 | | | | 418,907 | | |
An excerpt. Shown here: all 0 rewritten, all 3 added and 40 of 59 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2020 filing and the FY2019 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Item 9A. CONTROLS AND PROCEDURES
13 rewritten, 3 added, 3 removed, 28 unchanged
Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of December 31, [removed: 2019] [added: 2020] 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.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
As discussed in Item 1 of this Annual Report under the caption “Business” and in note 7 to our consolidated financial statements included in this Annual Report, we completed [removed: our acquisition of Eaton Towers] [added: the InSite Acquisition] on December [removed: 31, 2019.][added: 23, 2020.]
As permitted by the rules and regulations of the SEC, we excluded from our assessment the internal control over financial reporting at [removed: Eaton Towers,] [added: InSite,] whose financial statements reflect total assets and revenues constituting [removed: 6%] [added: 8%] and 0%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, [removed: 2019.][added: 2020.]
Based on this assessment, management concluded that, as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting is effective.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As set forth above, we excluded from our assessment the internal control over financial reporting at [removed: Eaton Towers] [added: InSite] for the year ended December 31, [removed: 2019.][added: 2020.]
We consider [removed: Eaton Towers] [added: InSite] material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of [removed: Eaton Towers] [added: InSite] into our internal control structure.
We have audited the internal control over financial reporting of American Tower Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated February 25, [removed: 2020,] [added: 2021,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph related to the Company’s adoption of FASB Accounting Standards Update 2016-02, *Leases (Topic 842)*, on January 1, 2019.][added: statements.]
As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at [removed: Eaton Towers Holdings Limited (“Eaton Towers”),] [added: InSite Wireless Group, LLC (“InSite”),] which was acquired on December [removed: 31, 2019,] [added: 23, 2020,] and whose financial statements constitute [removed: 6%] [added: 8%] of total assets and 0% of [removed: net] [added: total] revenues of the consolidated financial statement amounts as of and for the year ended December 31, [removed: 2019.][added: 2020.]
Accordingly, our audit did not include the internal control over financial reporting at [removed: Eaton Towers.][added: InSite.]
February 25, 2021
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February 25, 2020
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
28 rewritten, 13 added, 15 removed, 30 unchanged
Our executive officers and their respective ages and positions as of February 18, [removed: 2020] [added: 2021] are set forth below:
| [removed: James D. Taiclet] [added: Thomas A. Bartlett] | | [removed: 59] | | | [removed: Chairman,] [added: | 62 | | | | | |] President and Chief Executive Officer | [added: | |]
| [removed: Thomas A. Bartlett] [added: Rodney M. Smith] | | [removed: 61] | | | [added: | 55 | | | | | |] Executive Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Treasurer] | [added: | |]
| Edmund DiSanto | | [removed: 67] | | | [added: | 68 | | | | | |] Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | [added: | |]
| Robert J. Meyer, Jr. | | [removed: 56] | | | [added: | 57 | | | | | |] Senior Vice President and Chief Accounting Officer | [added: | |]
| Olivier Puech | | [removed: 52] | | | [added: | 53 | | | | | |] Executive Vice President and President, Latin America and EMEA | [added: | |]
| Amit Sharma | | [removed: 69] | | | [added: | 70 | | | | | |] Executive Vice President and President, Asia | [added: | |]
| Steven O. Vondran | | [removed: 49] | | | [added: | 50 | | | | | |] Executive Vice President and President, U.S. Tower Division | [added: | |]
[removed: Taiclet] [added: Bartlett] is our [removed: Chairman,] President and Chief Executive Officer.
[removed: Bartlett] [added: Smith] is our Executive Vice [removed: President and] [added: President,] Chief Financial [removed: Officer.][added: Officer and Treasurer.]
Mr. Bartlett joined us in April 2009 as Executive Vice President and Chief Financial [removed: Officer.][added: Officer and served in that role until March 2020 when he was appointed to his current position.]
Prior to joining us, Mr. Bartlett served as Senior Vice President and Corporate Controller with Verizon [removed: Communications, Inc. from November 2005 to March 2009.][added: Communications.]
During his [removed: twenty-five year] [added: 25-year] career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations and business development roles, including as [removed: the] President and Chief Executive Officer of Bell Atlantic International Wireless from 1995 through 2000, where he was responsible for wireless activities in North America, Latin America, Europe and [removed: Asia, and was also an area President in Verizon’s U.S. wireless business responsible for all operational aspects in both the Northeast and Mid-Atlantic states.][added: Asia.]
[removed: Mr. Bartlett] [added: He] began his career at Deloitte, Haskins & Sells.
[removed: Mr. Bartlett currently serves on the board of directors of Equinix, Inc. Mr. Bartlett] [added: He] earned an M.B.A. from Rutgers [removed: University,] [added: University and] a Bachelor of Science [added: degree] in Engineering from Lehigh [removed: University and became a Certified Public Accountant.][added: University.]
Mr. DiSanto started with United Technologies in 1989, where he first served as Assistant General Counsel of its Carrier subsidiary, then [added: as] corporate Executive Assistant to the Chairman and Chief Executive Officer of United Technologies.
Mr. DiSanto also currently serves as a Strategic Officer at the World Economic [removed: Forum.][added: Forum and in 2020, Mr. DiSanto was named to the Board of the U.S.-India Business Council.]
[removed: Prior to that, from 1997 to 1998,] Mr. Meyer served as Director of Financial Planning and Analysis at First Security Services Corp. Mr. Meyer earned a Masters in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.
Mr. Puech joined us in 2013 as [removed: our] Senior Vice President and CEO of Latin America and served in that role until October 2018 when he was appointed to his current position.
In June 2019, Mr. Puech was appointed by the U.S. Secretary of Commerce to serve on the President’s Advisory [removed: Counsel] [added: Council] on Doing Business in Africa.
Prior to joining us, [removed: since] [added: from] 1992, Mr. Sharma worked at Motorola, where he led country teams in India and Southeast Asia, including as Country President, India and as Head of Strategy, Asia-Pacific.
[added: Previously,] Mr. Sharma [removed: also] worked at GE Capital, serving as Vice President, Strategy and Business Development, and prior to that, with McKinsey, New York, serving as a core member of the firm's Electronics and Marketing Practices.
Mr. Vondran joined us in 2000 as a member of our [added: corporate] legal team and served in a variety of positions until August 2004 when he was appointed Senior Vice President of our U.S. Leasing [removed: Operations, where he oversaw project management, operational finance and national sales teams.][added: Operations.]
[added: In August 2010,] Mr. Vondran [removed: served as] [added: was appointed] Senior Vice President, General Counsel [removed: for] [added: of] our U.S. Tower Division [removed: from July 2010 to] [added: and served in that role until] August 2018, [removed: at which time] [added: when] he was appointed to his current position.
Prior to joining [removed: American Tower,] [added: us,] Mr. Vondran [removed: had been] [added: was] an associate at the law firm of Lewellen & Frazier LLP, served as [added: a] telecommunications consultant with the firm of Young & Associates, [removed: LLC] [added: Inc.,] and [removed: as] [added: was] a Law Clerk to the [removed: Honorable John Stroud on the Arkansas Court of Appeals.][added: Hon.]
[removed: In September 2018,] Mr. Vondran [removed: was appointed director of CTIA -] [added: joined] the [removed: Wireless Association, and served as chairperson] [added: Cellular Telecommunications Industry Association (CTIA) Board in September 2018, and, in October 2018, he joined the Board] of [removed: WIA - The] [added: Directors for the] Wireless Infrastructure [removed: Association, formerly known as PCIA, from October 2018 to March 2019.][added: Association (WIA).]
He received his J.D. with high honors from the University of Arkansas at Little Rock School of Law and [removed: is] a [removed: graduate] [added: Bachelor] of [added: Arts in Economics and Business from] Hendrix College.
The information under “Election of Directors” and [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports,” if applicable,] from the Definitive Proxy Statement is incorporated herein by reference.
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In addition, Mr. Bartlett served as CEO of Iusacell, a publicly traded, nationwide cellular company in Mexico, CEO of Verizon's Global Solutions Inc., a global connectivity business providing lit and dark fiber services primarily to global enterprises, and as an Area President for Verizon’s U.S. wireless business, where he was responsible for all operational aspects of the business in the Northeast and Mid-Atlantic states.
Mr. Bartlett is a member of the World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors, the National Association of Real Estate Investment Trust (NAREIT) Executive Committee and the Business Roundtable.
He currently serves on the Board of Directors of Equinix, Inc., sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School, is a member of the New England Technology Executive Summit and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.
Rodney M.
Mr. Smith joined us in October 2009, and previously held the roles of Senior Vice President, Corporate Finance and Treasurer and Senior Vice President and Chief Financial Officer of American Tower's U.S. Tower Division.
Prior to joining us, Mr. Smith served as Executive Vice President, Chief Financial Officer and as a general Board Member of Lightower, a private equity backed wireless infrastructure company.
Prior to Lightower, he served as Chief Financial Officer and Treasurer (and earlier as Vice President and Controller) for RoweCom, a publicly traded company with operations in eight countries.
Early in his career, Mr. Smith held several leadership positions at Nextel Communications, including Director of Finance and General Manager of one of the Company's Northeast markets.
Mr. Smith earned his M.B.A from Suffolk University, a Certificate of Accountancy from Bentley College and a Bachelor of Science in Finance from Merrimack College.
Prior to that, from 1997 to 1998,
John Stroud on the Arkansas Court of Appeals.
| | | | | | |
James D.
Mr. Taiclet was appointed President and Chief Operating Officer in September 2001, was named Chief Executive Officer in October 2003 and was selected as Chairman of the Board in February 2004.
Prior to joining us, Mr. Taiclet served as President of Honeywell Aerospace Services, a unit of Honeywell International, and prior to that as Vice President, Engine Services at Pratt & Whitney, a unit of United Technologies Corporation.
He was also previously a consultant at McKinsey & Company, specializing in telecommunications and aerospace strategy and operations.
Mr. Taiclet began his career as a United States Air Force officer and pilot and served in the Gulf War.
He holds a Master in Public Affairs degree from Princeton University, where he was awarded a Fellowship at the Woodrow Wilson School, and is a Distinguished Graduate of the United States Air Force Academy with majors in Engineering and International Relations.
Mr. Taiclet is a member of the Council on Foreign Relations, the Business Roundtable, the Business Council and the Commercial Club of Boston.
He is also a member of the Digital Communications Governors Community of the World Economic Forum (Davos).
He also serves as a member of the Executive Board of The National Association of Real Estate Investment Trusts (Nareit), the Board of Trustees of Brigham and Women’s Health Care, Inc., the Advisory Council for the Princeton University Woodrow Wilson School of Public and International Affairs, Lockheed Martin’s Board of Directors, the US India Business Council Board and the U.S.-India Strategic Partnership Forum Board.
In August 2015, Mr. Taiclet was appointed to the U.S.-India CEO Forum, and, in October 2018, he was appointed Co-Chair of the U.S.-India CEO Forum by the U.S. Department of Commerce.
In this role, he was responsible for corporate-wide accounting, tax planning and compliance, SEC financial reporting, budget reporting and analysis and capital expenditures planning functions.
Mr. Bartlett previously held the roles of Senior Vice President and Treasurer, as well as Senior Vice President Investor Relations.
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Item 11. EXECUTIVE COMPENSATION
0 rewritten, 2 added, 2 removed, 1 unchanged
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
0 rewritten, 2 added, 2 removed, 1 unchanged
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
0 rewritten, 2 added, 2 removed, 2 unchanged
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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
0 rewritten, 2 added, 2 removed, 2 unchanged
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
75 rewritten, 137 added, 12 removed, 14 unchanged
| | | | | [added: | | | | | | | |] Incorporated By Reference | | | | | | | [added: | | | | | | | | | | | | | |]
| Exhibit No. | | [added: | | | |] Description of Document | | [added: | | | |] Form | | [added: | | | |] File No. | | [added: | | | |] Date of Filing | | [added: | | | |] Exhibit No. | [added: | |]
| 2.1 | | [added: | | | |] [Agreement and Plan of Merger by and between American Tower Corporation and American Tower REIT, Inc., dated as of August 24, 2011](http://www.sec.gov/Archives/edgar/data/1053507/000119312511232490/dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] August 25, 2011 | | [added: | | | |] 2.1 | [added: | |]
| 3.1 | | [added: | | | |] [Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, effective as of December 31, 2011](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex31.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] January 3, 2012 | | [added: | | | |] 3.1 | [added: | |]
| 3.2 | | [added: | | | |] [Certificate of Merger, effective as of December 31, 2011](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex32.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] January 3, 2012 | | [added: | | | |] 3.2 | [added: | |]
| 3.3 | | [added: | | | |] [Amended and Restated By-Laws of the Company, effective as of February 12, 2016](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000012/d242742d8k.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 16, 2016 | | [added: | | | |] 3.1 | [added: | |]
| 4.1 | | [added: | | | |] [Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312510119082/dex43.htm) | | [added: | | | |] S-3ASR | | [added: | | | |] 333-166805 | | [added: | | | |] May 13, 2010 | | [added: | | | |] 4.3 | [added: | |]
| 4.2 | | [added: | | | |] [Supplemental Indenture No. 4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and among, the Predecessor Registrant, the Company and The Bank of New York Mellon Trust Company N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] January 3, 2012 | | [added: | | | |] 4.6 | [added: | |]
| 4.3 | | [added: | | | |] [Supplemental Indenture No. 5, dated as of March 12, 2012, to Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 4.70% Senior Notes due 2022](http://www.sec.gov/Archives/edgar/data/1053507/000119312512109963/d313674dex41.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] March 12, 2012 | | [added: | | | |] 4.1 | [added: | |]
| 4.4 | | [added: | | | |] [Supplemental Indenture No. 6, dated as of January 8, 2013, to Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 3.50% Senior Notes due 2023](http://www.sec.gov/Archives/edgar/data/1053507/000119312513006971/d463734dex41.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] January 8, 2013 | | [added: | | | |] 4.1 | [added: | |]
| 4.5 | | [added: | | | |] [Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312513233655/d543370dex412.htm) | | [added: | | | |] S-3ASR | | [added: | | | |] 333-188812 | | [added: | | | |] May 23, 2013 | | [added: | | | |] 4.12 | [added: | |]
| 4.6 | | [added: | | | |] [Supplemental Indenture No. 1, dated as of August 19, 2013, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 5.00% Senior Notes due 2024](http://www.sec.gov/Archives/edgar/data/1053507/000119312513339678/d587876dex41.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] August 19, 2013 | | [added: | | | |] 4.1 | [added: | |]
| 4.7 | | [added: | | | |] [Supplemental Indenture No. [removed: 2,] [added: 3,] dated as of [removed: August] [added: May] 7, [removed: 2014,] [added: 2015,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for [removed: the 3.450%] [added: the](http://www.sec.gov/Archives/edgar/data/1053507/000119312515177193/d924766dex41.htm) [4.000%] Senior Notes due [removed: 2021](http://www.sec.gov/Archives/edgar/data/1053507/000119312514300802/d771432dex41.htm)] [added: 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312515177193/d924766dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: August] [added: | | | | May] 7, [removed: 2014] [added: 2015] | | [added: | | | |] 4.1 | [added: | |]
| 4.8 | | [added: | | | |] [Supplemental Indenture No. [removed: 3,] [added: 4,] dated as of [removed: May 7, 2015,] [added: January 12, 2016,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for [removed: the 2.800% Senior Notes due 2020 and the 4.000%] [added: the](http://www.sec.gov/Archives/edgar/data/1053507/000119312516427966/d119534dex41.htm) [](http://www.sec.gov/Archives/edgar/data/1053507/000119312516427966/d119534dex41.htm)[4.400%] Senior Notes due [removed: 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312515177193/d924766dex41.htm)] [added: 2026](http://www.sec.gov/Archives/edgar/data/1053507/000119312516427966/d119534dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: May 7, 2015] | | [added: | | January 12, 2016 | | | | | |] 4.1 | [added: | |]
| 4.9 | | [added: | | | |] [Supplemental Indenture No. [removed: 4,] [added: 5,] dated as of [removed: January 12,] [added: May 13,] 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 3.300% Senior Notes due 2021 and the 4.400%] [added: 3.375%] Senior Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1053507/000119312516427966/d119534dex41.htm)] [added: 2026](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000039/ex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: January 12,] [added: | | | | May 13,] 2016 | | [added: | | | |] 4.1 | [added: | |]
| 4.10 | | [added: | | | |] [Supplemental Indenture No. [removed: 5,] [added: 6,] dated as of [removed: May 13,] [added: September 30,] 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 3.375%] [added: 2.250%] Senior Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000039/ex41.htm)] [added: 2022 and the 3.125% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: May 13,] [added: | | | | September 30,] 2016 | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.11] [added: 4.12] | | [added: | | | |] [Supplemental Indenture No. [removed: 6,] [added: 8,] dated as of [removed: September] [added: June] 30, [removed: 2016,] [added: 2017,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 2.250% Senior Notes due 2022 and the 3.125%] [added: 3.55%] Senior Notes due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm)] [added: 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312517220133/d377927dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: September] [added: | | | | June] 30, [removed: 2016] [added: 2017] | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.12] [added: 4.11] | | [added: | | | |] [Supplemental Indenture No. 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and between the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.375% Senior Notes due 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312517113618/d373393dex41.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] April 6, 2017 | | [added: | | | |] 4.1 | [added: | |]
| 4.13 | | [added: | | | |] [Supplemental Indenture No. [removed: 8,] [added: 9,] dated as of [removed: June 30,] [added: December 8,] 2017, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 3.55%] [added: 3.000%] Senior Notes due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312517220133/d377927dex41.htm)] [added: 2023 and the 3.600% Senior Notes due 2028](http://www.sec.gov/Archives/edgar/data/1053507/000119312517364982/d462911dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: June 30,] [added: | | | | December 8,] 2017 | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.14] [added: 4.15] | | [added: | | | |] [Supplemental Indenture No. [removed: 9,] [added: 11,] dated as of [removed: December 8, 2017,] [added: March 15, 2019,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 3.000%] [added: 3.375%] Senior Notes due [removed: 2023] [added: 2024] and the [removed: 3.600%] [added: 3.950%] Senior Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/1053507/000119312517364982/d462911dex41.htm)] [added: 2029](http://www.sec.gov/Archives/edgar/data/1053507/000119312519076792/d723096dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: December 8, 2017] | | [added: | | March 15, 2019 | | | | | |] 4.1 | [added: | |]
| [removed: 4.15] [added: 4.14] | | [added: | | | |] [Supplemental Indenture No. 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.950% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1053507/000119312518170772/d593510dex41.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] May 22, 2018 | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.16] [added: 4.17] | | [added: | | | |] [Supplemental Indenture No. [removed: 11,] [added: 1,] dated as of [removed: March 15,] [added: June 13,] 2019, to Indenture dated as of [removed: May 23, 2013,] [added: June 4, 2019,] by and between [removed: the Company] [added: American Tower Corporation] and U.S. Bank National Association, as Trustee, for the [removed: 3.375%] [added: 2.950%] Senior Notes due [removed: 2024] [added: 2025] and the [removed: 3.950%] [added: 3.800%] Senior Notes due [removed: 2029](http://www.sec.gov/Archives/edgar/data/1053507/000119312519076792/d723096dex41.htm)] [added: 2029](http://www.sec.gov/Archives/edgar/data/1053507/000119312519172524/d765969dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: March 15,] [added: | | | | June 13,] 2019 | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.17] [added: 4.16] | | [added: | | | |] [Indenture dated as of June 4, 2019, by and between the Company and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312519164637/d682327dex422.htm) | | [added: | | | |] S-3ASR | | [added: | | | |] 333-231931 | | [added: | | | |] June 4, 2019 | | [added: | | | |] 4.22 | [added: | |]
| 4.18 | | [added: | | | |] [Supplemental Indenture No. [removed: 1,] [added: 2,] dated as of [removed: June 13,] [added: October 3,] 2019, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the [removed: 2.950%] [added: 2.750%] Senior Notes due [removed: 2025] [added: 2027] and the [removed: 3.800%] [added: 3.700%] Senior Notes due [removed: 2029](http://www.sec.gov/Archives/edgar/data/1053507/000119312519172524/d765969dex41.htm)] [added: 2049](http://www.sec.gov/Archives/edgar/data/1053507/000119312519261683/d787059dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: June 13,] [added: | | | | October 3,] 2019 | | [added: | | | |] 4.1 | [added: | |]
| 4.19 | | [added: | | | |] [Supplemental Indenture No. [removed: 2,] [added: 3,] dated as of [removed: October 3, 2019,] [added: January 10, 2020,] to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the [removed: 2.750%] [added: 2.400%] Senior Notes due [removed: 2027] [added: 2025] and the [removed: 3.700%] [added: 2.900%] Senior Notes due [removed: 2049](http://www.sec.gov/Archives/edgar/data/1053507/000119312519261683/d787059dex41.htm)] [added: 2030](http://www.sec.gov/Archives/edgar/data/1053507/000119312520005444/d862194dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: October 3, 2019] | | [added: | | January 10, 2020 | | | | | |] 4.1 | [added: | |]
| 4.20 | | [added: | | | |] [Supplemental Indenture No. [removed: 3,] [added: 4,] dated as of [removed: January 10,] [added: June 3,] 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the [removed: 2.400%] [added: 1.300%] Senior Notes due [removed: 2025] [added: 2025, the 2.100% Senior Notes due 2030] and the [removed: 2.900%] [added: 3.100%] Senior Notes due [removed: 2030](http://www.sec.gov/Archives/edgar/data/1053507/000119312520005444/d862194dex41.htm)] [added: 2050](http://www.sec.gov/Archives/edgar/data/1053507/000119312520159551/d918853dex41.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [removed: January 10,] [added: | | | | June 3,] 2020 | | [added: | | | |] 4.1 | [added: | |]
| [removed: 4.21] [added: 3.4] | | [added: | | | |] [Certificate of Designations of the 5.25% Mandatory Convertible Preferred Stock, Series A, of the Company as filed with the Secretary of State of the State of Delaware, effective as of May 12, 2014](http://www.sec.gov/Archives/edgar/data/1053507/000119312514193818/d724193dex31.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] May 12, 2014 | | [added: | | | |] 3.1 | [added: | |]
| [removed: 4.22] [added: 3.5] | | [added: | | | |] [Certificate of Designations of the 5.50% Mandatory Convertible Preferred Stock, Series B, of the Company as filed with the Secretary of State of the State of Delaware, effective as of March 3, 2015](http://www.sec.gov/Archives/edgar/data/1053507/000119312515074342/d883878dex31.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] March 3, 2015 | | [added: | | | |] 3.1 | [added: | |]
| 4.24 | | [added: | | | |] [Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as Obligors, and The Bank of New York Mellon, as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex42.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-14195 | | [added: | | | |] July 29, 2015 | | [added: | | | |] 4.2 | [added: | |]
| 4.25 | | [added: | | | |] [Series [removed: 2015-1] [added: 2015-2] Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex43.htm)] [added: 2015](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex44.htm)] | | [added: | | | |] 10-Q | | [added: | | | |] 001-14195 | | [added: | | | |] July 29, 2015 | | [removed: 4.3] | [added: | | | 4.4 | | |]
| [removed: 4.27] [added: 4.26] | | [added: | | | |] [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350720000028/ex427.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit426fy2020.htm)] | | [added: | | | |] Filed herewith as Exhibit [removed: 4.27] [added: 4.26] | | [added: | | | |] — | | [added: | | | |] — | | [added: | | | |] — | [added: | |]
| [removed: 10.2] [added: 10.1] | | [added: | | | |] [American Tower Corporation 2000 Employee Stock Purchase Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/1053507/000119312510044876/dex105.htm) | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] March 1, 2010 | | [added: | | | |] 10.5 | [added: | |]
| [removed: 10.3*] [added: 10.2*] | | [added: | | | |] [American Tower Corporation 2007 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1053507/000119312507060846/ddef14a.htm) | | [added: | | | |] DEF 14A | | [added: | | | |] 001-14195 | | [added: | | | |] March 22, 2017 | | [added: | | | |] Annex A | [added: | |]
| [removed: 10.4*] [added: 10.3*] | | [added: | | | |] [Amendment to American Tower Corporation 2007 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1053507/000105350717000015/exhibit101equityplan.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] March 14, 2017 | | [added: | | | |] 10.1 | [added: | |]
| [removed: 10.5*] [added: 10.4*] | | [added: | | | |] [Form of Notice of Grant of Nonqualified Stock Option and Option Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex106.htm) | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 27, 2013 | | [added: | | | |] 10.6 | [added: | |]
| [removed: 10.6*] [added: 10.5*] | | [added: | | | |] [Form of [removed: Notice of Grant of Nonqualified] [added: Restricted] Stock [removed: Option and Option] [added: Unit] Agreement (Non-U.S. Employee) [added: (For grants made through February 28, 2019)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex1031.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex109.htm)] | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 27, 2013 | | [removed: 10.31] | [added: | | | 10.9 | | |]
| 10.7* | | [added: | | | |] [Form of Restricted Stock Unit Agreement (U.S. Employee/ [removed: Non-U.S. Employee] [added: Non-Employee] Director) (For grants made [removed: through] [added: beginning] March [removed: 9, 2016)] [added: 1, 2019)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex108.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1010rsuus.htm)] | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 27, [removed: 2013] [added: 2019] | | [removed: 10.8] | [added: | | | 10.10 | | |]
| 10.8* | | [added: | | | |] [Form of Restricted Stock Unit Agreement (Non-U.S. Employee) (For grants made [removed: through February 28,] [added: beginning March 1,] 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex109.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1011rsunonus.htm)] | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 27, [removed: 2013] [added: 2019] | | [removed: 10.9] | [added: | | | 10.11 | | |]
| [removed: 10.9*] [added: 10.6*] | | [added: | | | |] [Form of Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee / Time) (Non-Employee Director) (For grants made March 10, 2016 - February 28, 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000022/ex101rsu_agreement.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-14195 | | [added: | | | |] March 9, 2016 | | [added: | | | |] 10.1 | [added: | |]
| 10.10* | | [added: | | | |] [Form of [added: Notice of Grant of Performance-Based] Restricted Stock [removed: Unit] [added: Units] Agreement (U.S. [removed: Employee/ Non-Employee Director)] [added: Employee)] (For grants made beginning [removed: March 1,] 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1010rsuus.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm)] | | [added: | | | |] 10-K | | [added: | | | |] 001-14195 | | [added: | | | |] February 27, 2019 | | [removed: 10.10] | [added: | | | 10.14 | | |]
*Exhibits.*
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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Description of Document | | | | | | Form | | | | | | File No. | | | | | | Date of Filing | | | | | | Exhibit No. | | |
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| 4.21 | | | | | | [Supplemental Indenture No. 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by and between the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032](http://www.sec.gov/Archives/edgar/data/1053507/000119312520243154/d13911dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | September 10, 2020 | | | | | | 4.1 | | |
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*Exhibits.* See Index to Exhibits.
INDEX TO EXHIBITS
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| 4.23 | | [Deposit Agreement, dated March 3, 2015, among the Company, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the depositary receipts evidencing the depositary shares, for the 5.50% Mandatory Convertible Preferred Stock, Series B](http://www.sec.gov/Archives/edgar/data/1053507/000119312515074342/d883878dex41.htm) | | 8-K | | 001-14195 | | March 3, 2015 | | 4.1 |
| 4.26 | | [Series 2015-2 Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, 2015](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex44.htm) | | 10-Q | | 001-14195 | | July 29, 2015 | | 4.4 |
| 10.1* | | [American Tower Systems Corporation 1997 Stock Option Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312506243327/dex99d1.htm) | | SC TO-I | | 005-55211 | | November 29, 2006 | | (d)(1) |
| 10.13* | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made before 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350718000036/a101psuawardagreement.htm) | | 8-K | | 001-14195 | | July 31, 2018 | | 10.1 |
| 10.14* | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made beginning 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm) | | 10-K | | 001-14195 | | February 27, 2019 | | 10.14 |
| 10.39 | | [Share Purchase Agreement, dated as of May 30, 2019, by and among the certain sellers listed therein, ATC Heston B.V. and American Tower International, Inc.](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000105/q22019exhibit101.htm) | | 10-Q | | 001-14195 | | July 31, 2019 | | 10.1 |
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An excerpt. Shown here: 40 of 75 rewritten, 40 of 137 added and all 12 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
991 rewritten, 563 added, 365 removed, 820 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of [removed: February, 2020.][added: February, 2021.]
| | | | [added: | | | | | |] AMERICAN TOWER CORPORATION | | [added: | | | |]
| | | | | [removed: James D. Taiclet Chairman,] [added: | | | | | | | | Thomas A. Bartlett] President and Chief Executive Officer | [added: | |]
| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]
| /S/ [removed: JAMES D. TAICLET] [added: THOMAS A. BARTLETT] | | [removed: Chairman,] [added: | | | |] President and Chief Executive Officer (Principal Executive [removed: Officer)] [added: Officer), Director] | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| /S/ [removed: THOMAS A. BARTLETT] [added: RODNEY M. SMITH] | | [added: | | | |] Executive Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Treasurer] (Principal Financial Officer) | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| [removed: Thomas A. Bartlett] | | | | | [added: | | | | By: | | | /S/ THOMAS A. BARTLETT | | |]
| /S/ ROBERT J. MEYER, JR | | [added: | | | |] Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Robert J. Meyer, Jr. | | | | | [added: | | | | | | | | | |]
| /S/ RAYMOND P. DOLAN | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Raymond P. Dolan | | | | | [added: | | | | | | | | | |]
| /S/ ROBERT D. HORMATS | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Robert D. Hormats | | | | | [added: | | | | | | | | | |]
| /S/ GUSTAVO LARA CANTU | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Gustavo Lara Cantu | | | | | [added: | | | | | | | | | |]
| /S/ GRACE D. LIEBLEIN | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Grace D. Lieblein | | | | | [added: | | | | | | | | | |]
| /S/ CRAIG MACNAB | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Craig Macnab | | | | | [added: | | | | | | | | | |]
| /S/ JOANN A. REED | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| JoAnn A. Reed | | | | | [added: | | | | | | | | | |]
| /S/ PAMELA D. A. REEVE | | [added: | | | | Chair of the Board,] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Pamela D. A. Reeve | | | | | [added: | | | | | | | | | |]
| /S/ DAVID E. SHARBUTT | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| David E. Sharbutt | | | | | [added: | | | | | | | | | |]
| /S/ BRUCE L. TANNER | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Bruce L. Tanner | | | | | [added: | | | | | | | | | |]
| /S/ SAMME L. THOMPSON | | [added: | | | |] Director | | [added: | | | |] February 25, [removed: 2020] [added: 2021] | [added: | |]
| Samme L. Thompson | | | | | [added: | | | | | | | | | |]
| | [added: | |] Page | | [added: | | | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#s777B6216E71F59158B6EB09A035EE48D)] [added: Firm](#i23bba82efd4046b8912ceb83cef214d1_160)] | | [removed: [F-2](#s777B6216E71F59158B6EB09A035EE48D)] | [added: | | | [2](#i23bba82efd4046b8912ceb83cef214d1_160) | | |]
| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s6563DA0410F157C9AE654AF1943F2ECD)] [added: 2019](#i23bba82efd4046b8912ceb83cef214d1_163)] | | [removed: [F-5](#s6563DA0410F157C9AE654AF1943F2ECD)] | [added: | | | [5](#i23bba82efd4046b8912ceb83cef214d1_163) | | |]
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s541C9C5464A357F59428D0A55152D496)] [added: 2018](#i23bba82efd4046b8912ceb83cef214d1_169)] | | [removed: [F-6](#s541C9C5464A357F59428D0A55152D496)] | [added: | | | [6](#i23bba82efd4046b8912ceb83cef214d1_169) | | |]
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s4FB7B67D740A5E6B80BFAE9BF2EB6136)] [added: 2018](#i23bba82efd4046b8912ceb83cef214d1_175)] | | [removed: [F-7](#s4FB7B67D740A5E6B80BFAE9BF2EB6136)] | [added: | | | [7](#i23bba82efd4046b8912ceb83cef214d1_175) | | |]
| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s740200F7239C563C812A991275EC84F2)] [added: 2018](#i23bba82efd4046b8912ceb83cef214d1_181)] | | [removed: [F-8](#s740200F7239C563C812A991275EC84F2)] | [added: | | | [8](#i23bba82efd4046b8912ceb83cef214d1_181) | | |]
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sB87A84DDCC3B562EA3E5A2687F5E8086)] [added: 2018](#i23bba82efd4046b8912ceb83cef214d1_184)] | | [removed: [F-9](#sB87A84DDCC3B562EA3E5A2687F5E8086)] | [added: | | | [9](#i23bba82efd4046b8912ceb83cef214d1_184) | | |]
| [Notes to Consolidated Financial [removed: Statements](#sF4E8813C9DE15131BE4CCFFB268B165F)] [added: Statements](#i23bba82efd4046b8912ceb83cef214d1_187)] | | [removed: [F-10](#sF4E8813C9DE15131BE4CCFFB268B165F)] | [added: | | | [10](#i23bba82efd4046b8912ceb83cef214d1_187) | | |]
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, [removed: 2020,] [added: 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.
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| Thomas A. Bartlett | | | | | | | | | | | | | | |
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| Rodney M. Smith | | | | | | | | | | | | | | |
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| /S/ KENNETH R. FRANK | | | | | | Director | | | | | | February 25, 2021 | | |
| Kenneth R. Frank | | | | | | | | | | | | | | |
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InSite Wireless Group, LLC Acquisition – Refer to Notes 1, 5 and 7 to the financial statements
The Company completed the acquisition of InSite Wireless Group, LLC (“InSite”) for the total consideration of $3.5 billion on December 23, 2020.
The Company accounted for the transaction with InSite under the acquisition method of accounting for business combinations.
Accordingly, the purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their respective fair values on the acquisition date including property, plant & equipment of $516 million, intangible assets of $1,783 million, income tax liabilities of $117 million and goodwill of $1,354 million.
Of the identified intangible assets acquired, the most significant included tenant relationship intangible assets of $1,160 million and network location intangible assets of $623 million.
The Company estimated the fair value of these two intangible assets using the multi-period excess earnings method, which is a discounted cash flow method that required the Company to make significant estimates and assumptions related to future cash flows, including those related to tenant growth and attrition rates, long-term growth rates, and discount rate.
We identified the tenant relationship and network location intangible assets for InSite as a critical audit matter because of the significant estimates and assumptions the Company makes to calculate fair value of these assets for purposes of recording the acquisition.
This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the Company’s forecasts of future cash flows as well as the selection of the tenant growth and attrition rates, long-term growth rates and discount rates, including the need to involve our internal fair value specialists.
Our principal audit procedures related to the forecasts of future cash flows for the intangible assets and the selection of the tenant growth and attrition rates, long-term growth rates and discount rates included the following:
- We tested the effectiveness of controls over the purchase price allocation, including controls over the Company’s projections of future cash flows and the selection of tenant growth and attrition rates, long-term growth rates and discount rates utilized in determining the fair value of the intangible assets.
- We evaluated the reasonableness of the Company’s projections of future cash flows, including the selection of tenant growth and attrition rates by comparing the assumptions used in the projections to those of the in-place lease contracts assumed, external market sources, historical data of the Company’s similar contractual relationships, and results from other areas of the audit.
- With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, long-term growth rates and discount rates by:
◦Developing a range of independent estimates for the discount rate and comparing those to the discount rate selected by the Company.
February 25, 2021
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| | | | By: | /S/ JAMES D. TAICLET |
| James D. Taiclet | | | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
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Change in Accounting Principle
As discussed in Note 1 to the financial statements, effective January 1, 2019, the Company adopted the FASB’s new standard related to leases, Accounting Standard Update 2016-02, *Leases (Topic 842),* using the modified retrospective approach.
The adoption of the new lease standard is also communicated as a critical audit matter below.
Leases - Refer to Notes 1 and 4 to the financial statements (also see change in accounting principle paragraph above)
The Company recognized and measured their operating leases within the scope of the standard through a cumulative-effect adjustment by recording an operating lease liability and a corresponding operating right-of-use asset on January 1, 2019.
The initial operating lease liability recorded was determined based on the present value of the remaining lease payments for all the Company’s operating leases that are within the scope of the standard.
Management made significant estimates and assumptions in adopting the standard and was required to apply these estimates and assumptions to a high volume of leases globally.
We identified the initial adoption of the standard as a critical audit matter given the complexity of applying the standard to numerous and differing lease provisions within the Company’s global lease portfolio.
The related audit effort required a higher degree of auditor judgment and increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgments, including the selection of the incremental borrowing rate and the completeness and accuracy of the underlying data utilized within the new leasing module of the Company’s general ledger.
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| • | We tested the effectiveness of the Company’s controls over the adoption of the standard, including controls over a) the selection of the most critical assumptions, including the incremental borrowing rate, b) the process in place to validate the accuracy and completeness of the existing lease population, and c) the development and oversight of the Company’s new leasing module. |
| • | We judgmentally selected a sample of communication site locations from the Company’s fixed asset sub-ledger and tested for proper inclusion or exclusion from the corresponding operating lease liability and right-of-use asset account balance. |
| • | We judgmentally selected a sample of leases from the Company’s new global leasing module taking into consideration location, size and complexities of agreements and performed the following procedures for each selection: |
Our principal audit procedures related to the Company’s master lease agreement with a major customer included the following:
| ◦ | Tested management’s identification of the significant terms for completeness and accuracy, including the identification of the lease and non-lease components, cancellation and renewal provisions, estimated term and fixed and variable consideration. |
| ◦ | Assessed the terms and provisions in the master lease agreement and the site location source documents and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions. |
February 25, 2020
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| BALANCE, JANUARY 1, 2017 | 6,000 | | | $ | 0.1 | | | 1,375 | | | $ | 0.0 | | | 429,913 | | | $ | 4.3 | | | (2,810 | ) | | $ | (207.7 | ) | | $ | 10,043.5 | | | $ | (1,999.3 | ) | | $ | (1,077.0 | ) | | $ | 212.3 | | | $ | 6,976.2 | |
| Contributions from noncontrolling interest | — | | | — | | | | — | | | — | | | | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | 314.1 | | | | 314.1 | | |
| Net income | — | | | — | | | | — | | | — | | | | — | | | — | | | | — | | | — | | | | — | | | | — | | | | 1,238.9 | | | | 19.9 | | | | 1,258.8 | | |
| Conversion of preferred stock | — | | | — | | | | (1,375 | ) | | 0.0 | | | | 12,020 | | | 0.1 | | | | — | | | — | | | | (0.1 | | ) | | — | | | | — | | | | — | | | | 0.0 | | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
During the year ended December 31, 2019, the Company purchased the remaining 19% of noncontrolling interest in a subsidiary of the Company in South Africa from its local partner for $68.5 million, which resulted in an increase in the Company’s controlling interest from approximately 81% to 100%.
During the year ended December 31, 2019, the Company entered into an agreement with MTN to acquire MTN’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately
An excerpt. Shown here: 40 of 991 rewritten, 40 of 563 added and 40 of 365 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing and the FY2019 filing.