Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of February, 2022.
| AMERICAN TOWER CORPORATION | ||||||||||||||
| By: | /S/ THOMAS A. BARTLETT | |||||||||||||
| Thomas A. Bartlett President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /S/ THOMAS A. BARTLETT | President and Chief Executive Officer (Principal Executive Officer), Director | February 24, 2022 | ||||||||||||
| Thomas A. Bartlett | ||||||||||||||
| /S/ RODNEY M. SMITH | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | February 24, 2022 | ||||||||||||
| Rodney M. Smith | ||||||||||||||
| /S/ ROBERT J. MEYER | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 24, 2022 | ||||||||||||
| Robert J. Meyer | ||||||||||||||
| /S/ TERESA H. CLARKE | Director | February 24, 2022 | ||||||||||||
| Teresa H. Clarke | ||||||||||||||
| /S/ RAYMOND P. DOLAN | Director | February 24, 2022 | ||||||||||||
| Raymond P. Dolan | ||||||||||||||
| /S/ KENNETH R. FRANK | Director | February 24, 2022 | ||||||||||||
| Kenneth R. Frank | ||||||||||||||
| /S/ ROBERT D. HORMATS | Director | February 24, 2022 | ||||||||||||
| Robert D. Hormats | ||||||||||||||
| /S/ GUSTAVO LARA CANTU | Director | February 24, 2022 | ||||||||||||
| Gustavo Lara Cantu | ||||||||||||||
| /S/ GRACE D. LIEBLEIN | Director | February 24, 2022 | ||||||||||||
| Grace D. Lieblein | ||||||||||||||
| /S/ CRAIG MACNAB | Director | February 24, 2022 | ||||||||||||
| Craig Macnab | ||||||||||||||
| /S/ JOANN A. REED | Director | February 24, 2022 | ||||||||||||
| JoAnn A. Reed | ||||||||||||||
| /S/ PAMELA D. A. REEVE | Chair of the Board, Director | February 24, 2022 | ||||||||||||
| Pamela D. A. Reeve | ||||||||||||||
| /S/ DAVID E. SHARBUTT | Director | February 24, 2022 | ||||||||||||
| David E. Sharbutt | ||||||||||||||
| /S/ BRUCE L. TANNER | Director | February 24, 2022 | ||||||||||||
| Bruce L. Tanner | ||||||||||||||
| /S/ SAMME L. THOMPSON | Director | February 24, 2022 | ||||||||||||
| Samme L. Thompson |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Telxius Acquisition – Refer to Notes 1, 5 and 6 to the financial statements
Critical Audit Matter Description
The Company completed the Telxius Acquisition (as defined in note 6 to the financial statements) in two closings during June and August 2021 for the total consideration of $9.6 billion. The Company accounted for the Telxius Acquisition 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 $1,415 million, intangible assets of $6,043 million, a deferred tax liability of $1,195 million and goodwill of $3,517 million. Of the identified intangible assets acquired, the most significant judgements used were in the valuation of tenant relationship intangible assets of $5,371 million and network location intangible assets of $672 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 rates, and discount rate.
We identified the valuation of the tenant relationship and network location intangible assets for the Telxius Acquisition as a critical audit matter because of the significant estimates and assumptions the Company makes to calculate the fair value of these assets for purposes of recording the acquisition. This required a high degree of auditor judgment and an increased extent of
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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 rates and discount rates, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures related to the forecasts of future cash flows for the intangible assets and the selection of the tenant growth rates and discount rates included the following, among others:
-
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 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 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, internal communications to management and the Board of Directors, and results from other areas of the audit.
-
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, tenant growth rates and discount rates by:
◦Testing the source information underlying the determination of the tenant growth rates and discount rates and testing the mathematical accuracy of the calculations.
◦Developing a range of independent estimates for the tenant growth rates and discount rates and comparing those to the rates selected by the Company.
- We evaluated the adequacy of the Company’s disclosures in the financial statements related to the acquisition.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 24, 2022
We have served as the Company’s auditor since 1997.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share count and per share data)
| December 31, 2021 | December 31, 2020 | |||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | 1,949.9 | $ | 1,746.3 | ||||||||||
| Restricted cash | 393.4 | 115.1 | ||||||||||||
| Accounts receivable, net | 728.9 | 511.6 | ||||||||||||
| Prepaid and other current assets | 657.2 | 532.6 | ||||||||||||
| Total current assets | 3,729.4 | 2,905.6 | ||||||||||||
| PROPERTY AND EQUIPMENT, net | 19,784.0 | 12,808.7 | ||||||||||||
| GOODWILL | 13,350.1 | 7,282.7 | ||||||||||||
| OTHER INTANGIBLE ASSETS, net | 20,727.2 | 13,839.8 | ||||||||||||
| DEFERRED TAX ASSET | 131.6 | 123.1 | ||||||||||||
| DEFERRED RENT ASSET | 2,539.6 | 2,084.3 | ||||||||||||
| RIGHT-OF-USE ASSET | 9,225.1 | 7,789.2 | ||||||||||||
| NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS | 400.9 | 400.1 | ||||||||||||
| TOTAL | $ | 69,887.9 | $ | 47,233.5 | ||||||||||
| LIABILITIES | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable | $ | 272.4 | $ | 139.1 | ||||||||||
| Accrued expenses | 1,412.8 | 1,043.7 | ||||||||||||
| Distributions payable | 642.1 | 544.6 | ||||||||||||
| Accrued interest | 254.7 | 207.8 | ||||||||||||
| Current portion of operating lease liability | 712.6 | 539.9 | ||||||||||||
| Current portion of long-term obligations | 4,568.7 | 789.8 | ||||||||||||
| Unearned revenue | 1,204.0 | 390.6 | ||||||||||||
| Total current liabilities | 9,067.3 | 3,655.5 | ||||||||||||
| LONG-TERM OBLIGATIONS | 38,685.5 | 28,497.7 | ||||||||||||
| OPERATING LEASE LIABILITY | 8,041.8 | 6,884.4 | ||||||||||||
| ASSET RETIREMENT OBLIGATIONS | 2,003.0 | 1,571.3 | ||||||||||||
| DEFERRED TAX LIABILITY | 1,830.9 | 859.5 | ||||||||||||
| OTHER NON-CURRENT LIABILITIES | 1,189.8 | 984.6 | ||||||||||||
| Total liabilities | 60,818.3 | 42,453.0 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||
| REDEEMABLE NONCONTROLLING INTERESTS | — | 212.1 | ||||||||||||
| EQUITY (shares in thousands): | ||||||||||||||
| Common stock: $0.01 par value; 1,000,000 shares authorized; 466,687 and 455,245 shares issued; and 455,772 and 444,330 shares outstanding, respectively | 4.7 | 4.6 | ||||||||||||
| Additional paid-in capital | 12,240.2 | 10,473.7 | ||||||||||||
| Distributions in excess of earnings | (1,142.4) | (1,343.0) | ||||||||||||
| Accumulated other comprehensive loss | (4,738.9) | (3,759.4) | ||||||||||||
| Treasury stock (10,915 shares at cost) | (1,282.4) | (1,282.4) | ||||||||||||
| Total American Tower Corporation equity | 5,081.2 | 4,093.5 | ||||||||||||
| Noncontrolling interests | 3,988.4 | 474.9 | ||||||||||||
| Total equity | 9,069.6 | 4,568.4 | ||||||||||||
| TOTAL | $ | 69,887.9 | $ | 47,233.5 |
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| REVENUES: | |||||||||||||||||
| Property | $ | 9,109.6 | $ | 7,953.6 | $ | 7,464.9 | |||||||||||
| Services | 247.3 | 87.9 | 115.4 | ||||||||||||||
| Total operating revenues | 9,356.9 | 8,041.5 | 7,580.3 | ||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||
| Costs of operations (exclusive of items shown separately below): | |||||||||||||||||
| Property | 2,585.3 | 2,189.6 | 2,173.7 | ||||||||||||||
| Services | 96.7 | 37.6 | 43.1 | ||||||||||||||
| Depreciation, amortization and accretion | 2,332.6 | 1,882.3 | 1,778.4 | ||||||||||||||
| Selling, general, administrative and development expense | 811.6 | 778.7 | 730.4 | ||||||||||||||
| Other operating expenses | 398.7 | 265.8 | 166.3 | ||||||||||||||
| Total operating expenses | 6,224.9 | 5,154.0 | 4,891.9 | ||||||||||||||
| OPERATING INCOME | 3,132.0 | 2,887.5 | 2,688.4 | ||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||
| Interest income | 40.4 | 39.7 | 46.8 | ||||||||||||||
| Interest expense | (870.9) | (793.5) | (814.2) | ||||||||||||||
| Loss on retirement of long-term obligations | (38.2) | (71.8) | (22.2) | ||||||||||||||
| Other income (expense) (including foreign currency gains (losses) of $557.9, $(216.4), and $6.1 respectively) | 566.1 | (240.8) | 17.6 | ||||||||||||||
| Total other expense | (302.6) | (1,066.4) | (772.0) | ||||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 2,829.4 | 1,821.1 | 1,916.4 | ||||||||||||||
| Income tax (provision) benefit | (261.8) | (129.6) | 0.2 | ||||||||||||||
| NET INCOME | 2,567.6 | 1,691.5 | 1,916.6 | ||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 0.1 | (0.9) | (28.8) | ||||||||||||||
| NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS | $ | 2,567.7 | $ | 1,690.6 | $ | 1,887.8 | |||||||||||
| NET INCOME PER COMMON SHARE AMOUNTS: | |||||||||||||||||
| Basic net income attributable to American Tower Corporation common stockholders | $ | 5.69 | $ | 3.81 | $ | 4.27 | |||||||||||
| Diluted net income attributable to American Tower Corporation common stockholders | $ | 5.66 | $ | 3.79 | $ | 4.24 | |||||||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands): | |||||||||||||||||
| BASIC | 451,498 | 443,640 | 442,319 | ||||||||||||||
| DILUTED | 453,294 | 446,104 | 445,520 |
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Net income | $ | 2,567.6 | $ | 1,691.5 | $ | 1,916.6 | ||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||
| Changes in fair value of cash flow hedges, each net of tax expense of $0 | (0.0) | (0.2) | (0.1) | |||||||||||||||||
| Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0 | 0.1 | 0.3 | 0.2 | |||||||||||||||||
| Foreign currency translation adjustments, net of tax (benefit) expense of $(0.0), $0.0, and $0.5, respectively. | (1,150.2) | (701.5) | (157.9) | |||||||||||||||||
| Other comprehensive loss | (1,150.1) | (701.4) | (157.8) | |||||||||||||||||
| Comprehensive income | 1,417.5 | 990.1 | 1,758.8 | |||||||||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | 169.6 | (26.1) | 3.8 | |||||||||||||||||
| Allocation of accumulated other comprehensive income (loss) resulting from purchases of noncontrolling interest and redeemable noncontrolling interests | 1.1 | (209.2) | (55.5) | |||||||||||||||||
| Comprehensive income attributable to American Tower Corporation stockholders | $ | 1,588.2 | $ | 754.8 | $ | 1,707.1 |
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, share counts in thousands)
| Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Earnings | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issued Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, JANUARY 1, 2019 | 451,617 | $ | 4.5 | (10,557) | $ | (1,206.8) | $ | 10,380.8 | $ | (2,642.9) | $ | (1,199.5) | $ | 563.5 | $ | 5,899.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation related activity | 1,851 | 0.0 | — | — | 143.2 | — | — | — | 143.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock—stock purchase plan | 73 | 0.0 | — | — | 11.3 | — | — | — | 11.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity | — | — | (94) | (19.6) | — | — | — | — | (19.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of cash flow hedges, net of tax | — | — | — | — | — | (0.1) | — | — | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of unrealized gains on cash flow hedges to net income, net of tax | — | — | — | — | — | 0.2 | — | — | 0.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | (125.3) | — | (24.3) | (149.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | (14.6) | (14.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest | — | — | — | — | (49.5) | (3.1) | — | (15.9) | (68.5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification to redeemable noncontrolling interest | — | — | — | — | (420.5) | — | — | (102.5) | (523.0) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of redeemable noncontrolling interest | — | — | — | — | 52.4 | (52.4) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock distributions declared | — | — | — | — | — | — | (1,680.4) | — | (1,680.4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impact of lease accounting standard adoption | — | — | — | — | — | — | (24.7) | — | (24.7) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 1,887.8 | 28.8 | 1,916.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2019 | 453,541 | $ | 4.5 | (10,651) | $ | (1,226.4) | $ | 10,117.7 | $ | (2,823.6) | $ | (1,016.8) | $ | 435.0 | $ | 5,490.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation related activity | 1,633 | 0.1 | — | — | 133.4 | — | — | — | 133.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock—stock purchase plan | 71 | 0.0 | — | — | 13.4 | — | — | — | 13.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity | — | — | (264) | (56.0) | — | — | — | — | (56.0) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of cash flow hedges, net of tax | — | — | — | — | — | (0.2) | — | — | (0.2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of unrealized losses on cash flow hedges to net income, net of tax | — | — | — | — | — | 0.3 | — | — | 0.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | (726.7) | — | 40.5 | (686.2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | (8.9) | (8.9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of redeemable noncontrolling interests | — | — | — | — | 209.2 | (209.2) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock distributions declared | — | — | — | — | — | — | (2,016.8) | — | (2,016.8) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 1,690.6 | 8.3 | 1,698.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2020 | 455,245 | $ | 4.6 | (10,915) | $ | (1,282.4) | $ | 10,473.7 | $ | (3,759.4) | $ | (1,343.0) | $ | 474.9 | $ | 4,568.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation related activity (1) | 1,448 | 0.0 | — | — | 167.9 | — | — | — | 167.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock- stock purchase plan | 68 | 0.0 | — | — | 14.3 | — | — | — | 14.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 9,900 | 0.1 | — | — | 2,361.7 | — | — | — | 2,361.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in fair value of cash flow hedges, net of tax | — | — | — | — | — | (0.0) | — | — | (0.0) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of unrealized losses on cash flow hedges to net income, net of tax | — | — | — | — | — | 0.1 | — | — | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | (980.7) | — | (163.4) | (1,144.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to noncontrolling interest | — | — | — | — | (648.4) | 47.4 | — | 601.0 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest holders | — | — | — | — | — | — | — | 3,078.2 | 3,078.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest holders | — | — | — | — | (214.9) | — | — | (3.1) | (218.0) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of noncontrolling interest | 26 | 0.0 | — | — | 1.7 | — | — | (1.7) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of redeemable noncontrolling interests | — | — | — | — | 84.2 | (46.3) | — | — | 37.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest | — | — | — | — | — | — | — | 10.2 | 10.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock distributions declared | — | — | — | — | — | — | (2,367.1) | — | (2,367.1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | 2,567.7 | (7.7) | 2,560.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2021 | 466,687 | $ | 4.7 | (10,915) | $ | (1,282.4) | $ | 12,240.2 | $ | (4,738.9) | $ | (1,142.4) | $ | 3,988.4 | $ | 9,069.6 |
(1) For the year ended December 31, 2021, Additional-Paid in Capital includes $17.1 million related to the CoreSite Replacement Awards (as described in note 6).
See accompanying notes to consolidated financial statements.
F-7
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions)
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||||||
| Net income | $ | 2,567.6 | $ | 1,691.5 | $ | 1,916.6 | ||||||||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||||||||||
| Depreciation, amortization and accretion | 2,332.6 | 1,882.3 | 1,778.4 | |||||||||||||||||
| Stock-based compensation expense | 119.5 | 120.8 | 111.4 | |||||||||||||||||
| Loss on investments, unrealized foreign currency loss and other non-cash expense | (535.2) | 299.6 | 46.2 | |||||||||||||||||
| Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses | 196.4 | 239.5 | 140.0 | |||||||||||||||||
| Loss on early retirement of long-term obligations | 38.2 | 71.8 | 22.2 | |||||||||||||||||
| Amortization of deferred financing costs, debt discounts and premiums and other non-cash interest | 39.9 | 32.9 | 25.9 | |||||||||||||||||
| Deferred income taxes | (41.2) | (22.5) | (55.1) | |||||||||||||||||
| Changes in assets and liabilities, net of acquisitions: | ||||||||||||||||||||
| Accounts receivable | (191.7) | (175.5) | 12.5 | |||||||||||||||||
| Prepaid and other assets | (33.2) | 84.4 | (67.6) | |||||||||||||||||
| Deferred rent asset | (465.6) | (322.0) | (183.5) | |||||||||||||||||
| Right-of-use asset and Operating lease liability, net | (32.7) | (10.9) | 17.4 | |||||||||||||||||
| Accounts payable and accrued expenses | 33.2 | (69.2) | (46.8) | |||||||||||||||||
| Accrued interest | 42.9 | (1.8) | 32.4 | |||||||||||||||||
| Unearned revenue | 743.8 | 60.7 | 2.5 | |||||||||||||||||
| Other non-current liabilities | 5.4 | (0.2) | 0.1 | |||||||||||||||||
| Cash provided by operating activities | 4,819.9 | 3,881.4 | 3,752.6 | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||||||
| Payments for purchase of property and equipment and construction activities | (1,376.7) | (1,031.7) | (991.3) | |||||||||||||||||
| Payments for acquisitions, net of cash acquired | (19,303.9) | (3,799.1) | (2,959.6) | |||||||||||||||||
| Proceeds from sales of short-term investments and other non-current assets | 14.3 | 19.6 | 383.5 | |||||||||||||||||
| Payments for short-term investments | — | — | (355.9) | |||||||||||||||||
| Payment for investments in equity securities | (25.0) | — | — | |||||||||||||||||
| Deposits and other | (0.9) | 26.6 | (64.2) | |||||||||||||||||
| Cash used for investing activities | (20,692.2) | (4,784.6) | (3,987.5) | |||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||||||
| Borrowings under credit facilities | 12,856.9 | 8,230.4 | 5,750.0 | |||||||||||||||||
| Proceeds from issuance of senior notes, net | 6,761.6 | 7,925.1 | 4,876.7 | |||||||||||||||||
| Proceeds from term loans | 7,347.0 | 1,940.0 | 1,300.0 | |||||||||||||||||
| Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases | (13,178.1) | (13,875.4) | (9,225.3) | |||||||||||||||||
| Contributions from noncontrolling interest holders | 3,078.2 | — | — | |||||||||||||||||
| Distributions to noncontrolling interest holders | (223.2) | (12.3) | (11.8) | |||||||||||||||||
| Purchases of common stock | — | (56.0) | (19.6) | |||||||||||||||||
| Proceeds from stock options and employee stock purchase plan | 96.8 | 98.1 | 105.5 | |||||||||||||||||
| Distributions paid on common stock | (2,271.0) | (1,928.2) | (1,603.0) | |||||||||||||||||
| Proceeds from the issuance of common stock, net | 2,361.8 | — | — | |||||||||||||||||
| Payment for early retirement of long-term obligations | (74.0) | (68.2) | (21.0) | |||||||||||||||||
| Deferred financing costs and other financing activities | (155.8) | (176.5) | (135.6) | |||||||||||||||||
| Purchases of redeemable noncontrolling interests | (175.7) | (861.7) | (425.7) | |||||||||||||||||
| Purchase of noncontrolling interest | — | — | (68.5) | |||||||||||||||||
| Cash provided by financing activities | 16,424.5 | 1,215.3 | 521.7 | |||||||||||||||||
| Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash | (70.3) | (28.7) | (13.7) | |||||||||||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH | 481.9 | 283.4 | 273.1 | |||||||||||||||||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 1,861.4 | 1,578.0 | 1,304.9 | |||||||||||||||||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | $ | 2,343.3 | $ | 1,861.4 | $ | 1,578.0 |
See accompanying notes to consolidated financial statements.
F-8
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business—American Tower Corporation (together with its subsidiaries, “ATC” or the “Company”) is one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. The Company’s primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. The Company refers to this business as its property operations. Additionally, the Company offers tower-related services in the United States, which the Company refers to as its services operations. These services include site application, zoning and permitting (“AZP”) and structural analysis, which primarily support the Company’s site leasing business, including the addition of new tenants and equipment on its sites. The Company’s customers include its tenants, licensees and other payers.
The Company’s portfolio primarily consists of towers that it owns and towers that it operates pursuant to long-term lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain in-building and outdoor wireless environments. In addition to the communications sites in its portfolio, the Company manages rooftop and tower sites for property owners under various contractual arrangements. The Company also holds other telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and third-party tower operators and holds a portfolio of highly interconnected data center facilities and related assets in the United States that the Company leases primarily to enterprises, network operators, cloud providers and supporting service providers.
American Tower Corporation is a holding company that conducts its operations through its directly and indirectly owned subsidiaries and joint ventures. ATC’s principal domestic operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC. ATC conducts its international operations primarily through its subsidiary, American Tower International, Inc., which in turn conducts operations through its various international holding and operating subsidiaries and joint ventures.
The Company operates as a real estate investment trust for U.S. federal income tax purposes (“REIT”). Accordingly, the Company generally is not required to pay U.S. federal income taxes on income generated by its REIT operations, including the income derived from leasing space on its towers and in its data centers, as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and gains. However, the Company remains obligated to pay U.S. federal income taxes on earnings from its domestic taxable REIT subsidiaries (“TRSs”). In addition, the Company’s international assets and operations, regardless of their classification for U.S. tax purposes, continue to be subject to taxation in the jurisdictions where those assets are held or those operations are conducted.
The use of TRSs enables the Company to continue to engage in certain businesses and jurisdictions while complying with REIT qualification requirements. The Company may, from time to time, change the election of previously designated TRSs to be included as part of the REIT. As of December 31, 2021, the Company’s REIT-qualified businesses included its U.S. tower leasing business, a majority of its U.S. indoor DAS networks business, its Services and Data Centers segments, as well as most of its operations in Canada, Costa Rica, France, Germany, Mexico and Nigeria. In January 2022, a majority of the Company’s operations in Ghana, Kenya, South Africa and Uganda became part of the REIT.
Principles of Consolidation and Basis of Presentation—The accompanying consolidated financial statements include the accounts of the Company and those entities in which it has a controlling interest. Investments in entities that the Company does not control are accounted for using the equity method or as investments in equity securities, depending upon the Company’s ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions have been eliminated. As of December 31, 2021, the Company holds (i) a 52% controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 16) hold the noncontrolling interests) and (ii) a 51% controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd. (“Confidence Group”) holds the noncontrolling interest). As of December 31, 2021, ATC Europe holds an 87% and an 83% controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests). See note 16 for a discussion of changes to the Company’s noncontrolling interests during the year ended December 31, 2021.
Change in Reportable Segments—During the fourth quarter of 2021, as a result of the Company’s acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”), the Company updated its reportable segments to add a Data Centers segment. The Data Centers segment is within the Company’s property operations. The Company will now report its results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada,
F-9
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
other than the Company’s data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 21. The change in reportable segments had no impact on the Company’s consolidated financial statements for any prior periods. Historical financial information included in this Annual Report on Form 10-K has not been adjusted as the amounts attributable to data center assets were insignificant as prior to the fourth quarter of 2021, the Company owned one data center.
Significant Accounting Policies and Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the accompanying consolidated financial statements. The significant estimates in the accompanying consolidated financial statements include impairment of long-lived assets (including goodwill), revenue recognition, rent expense and lease accounting, income taxes and accounting for business combinations and acquisitions of assets. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure.
Accounts Receivable and Deferred Rent Asset—The Company derives the largest portion of its revenues and corresponding accounts receivable and the related deferred rent asset from a relatively small number of customers in the telecommunications industry, and 52% of its current-year revenues are derived from three customers.
The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the terms of the applicable lease in which revenue is recognized on a straight-line basis over the lease term.
The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its borrowers and customers. In recognizing customer revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis. This assessment takes customer credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed. To the extent the amounts, based on management’s estimates, may not be collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured. Any amounts that were previously recognized as revenue and are subsequently determined to present a risk of collection are reserved as bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
Accounts receivable is reported net of allowances for doubtful accounts related to estimated losses resulting from a customer’s inability to make required payments and allowances for amounts invoiced whose collectibility is not reasonably assured. These allowances are generally estimated based on payment patterns, days past due and collection history, and incorporate changes in economic conditions that may not be reflected in historical trends, such as customers in bankruptcy, liquidation or reorganization. Receivables are written-off against the allowances or reserves when they are determined to be uncollectible. Such determination includes analysis and consideration of the particular conditions of the account. Changes in the allowances were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 (1) | 2019 | |||||||||||||||
| Balance as of January 1, | $ | 247.6 | $ | 163.3 | $ | 282.4 | |||||||||||
| Current year increases | 130.9 | 105.6 | 104.3 | ||||||||||||||
| Write-offs, recoveries and other (2) | (22.6) | (21.3) | (223.4) | ||||||||||||||
| Balance as of December 31, | $ | 355.9 | $ | 247.6 | $ | 163.3 |
(1) Year ended December 31, 2020 reflects the Company’s adoption of the current expected credit loss model for non-lease receivables. The adoption of this guidance did not have a material impact on the Company’s financial statements as the majority of the Company’s revenue is derived from its property operations and operating lease receivables are not within the scope of this guidance.
(2) Amounts are primarily related to uncollectible amounts in India.
Functional Currency—The functional currency of each of the Company’s foreign operating subsidiaries is normally the respective local currency, except for Costa Rica and Argentina, where the functional currency is the U.S. Dollar. All foreign currency assets and liabilities held by the subsidiaries are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable fiscal reporting period and all foreign currency revenues and expenses are translated at the average monthly exchange rates. Translation adjustments are reflected in equity as a component of Accumulated other comprehensive loss
F-10
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(“AOCL”) in the consolidated balance sheets and included as a component of Comprehensive income in the consolidated statements of comprehensive income.
Gains and losses on foreign currency transactions are reflected in Other expense in the consolidated statements of operations. However, the effect from fluctuations in foreign currency exchange rates on intercompany debt for which repayment is not anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of Comprehensive income.
The Company recorded the following net foreign currency (gains) losses:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Foreign currency losses recorded in AOCL | $ | 466.5 | $ | 391.0 | $ | 45.8 | |||||||||||
| Foreign currency (gains) losses recorded in Other expense | (557.9) | 216.4 | (6.1) | ||||||||||||||
| Total foreign currency (gains) losses | $ | (91.4) | $ | 607.4 | $ | 39.7 |
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, demand deposits and short-term investments with original maturities of three months or less. The Company maintains its deposits at high-quality financial institutions and monitors the credit ratings of those institutions.
*Restricted Cash—*Restricted cash includes cash pledged as collateral to secure obligations and all cash whose use is otherwise limited by contractual provisions.
The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statements of cash flows is as follows:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash and cash equivalents | $ | 1,949.9 | $ | 1,746.3 | $ | 1,501.2 | |||||||||||
| Restricted cash | 393.4 | 115.1 | 76.8 | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | 2,343.3 | $ | 1,861.4 | $ | 1,578.0 |
The increase in restricted cash during the year ended December 31, 2021 is due to advance payments from a customer.
Property and Equipment—Property and equipment is recorded at cost or, in the case of acquired properties, at estimated fair value on the date acquired. Cost for self-constructed sites includes direct materials and labor and certain indirect costs associated with construction of the site, such as transportation costs, employee benefits and payroll taxes. The Company begins the capitalization of costs during the pre-construction period, which is the period during which costs are incurred to evaluate the site, and continues to capitalize costs until the site is substantially completed and ready for occupancy by a customer. Labor and related costs capitalized for the years ended December 31, 2021, 2020 and 2019 were $59.4 million, $51.1 million and $48.3 million, respectively.
Expenditures for repairs and maintenance are expensed as incurred. Augmentation and improvements that extend an asset’s useful life or enhance capacity are capitalized.
Depreciation expense is recorded using the straight-line method over the assets’ estimated useful lives. Towers and assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease, taking into consideration lease renewal options and residual value.
Towers or assets acquired through finance leases are recorded net at the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Property and equipment and assets held under finance leases are amortized over the shorter of the applicable lease term or the estimated useful life of the respective assets for periods generally not exceeding twenty years.
The Company reviews its asset portfolio for indicators of impairment on an individual site basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company reviews other long-lived assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable. The Company records impairment charges, which are discussed in note 17, in
F-11
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
Goodwill and Other Intangible Assets—The Company reviews goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.
Goodwill is recorded in the applicable segment and assessed for impairment at the reporting unit level. The Company employs a discounted cash flow analysis when testing goodwill for impairment. The key assumptions utilized in the discounted cash flow analysis include current operating performance, terminal sales growth rate, management’s expectations of future operating results and cash requirements, the current weighted average cost of capital and an expected tax rate. The Company compares the fair value of the reporting unit, as calculated under an income approach using future discounted cash flows, to the carrying amount of the applicable reporting unit. If the carrying amount exceeds the fair value, an impairment loss would be recognized for the amount of the excess. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit.
During the years ended December 31, 2021, 2020 and 2019, no potential impairment was identified, as the fair value of each of the reporting units was in excess of its carrying amount.
Intangible assets that are separable from goodwill and are deemed to have a definite life are amortized over their useful lives, generally ranging from three to twenty years and are evaluated separately for impairment at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company reviews its network location intangible assets for indicators of impairment on an individual tower basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company monitors its tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high levels of turnover or attrition, non-renewal of a significant number of contracts or the cancellation or termination of a relationship. The Company assesses recoverability by determining whether the carrying amount of the related assets will be recovered primarily through projected undiscounted future cash flows. If the Company determines that the carrying amount of an asset may not be recoverable, the Company measures any impairment loss based on the projected future discounted cash flows to be provided from the asset or available market information relative to the asset’s fair value, as compared to the asset’s carrying amount. The Company records impairment charges, which are discussed in note 17, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
Derivative Financial Instruments—Derivatives are recorded on the consolidated balance sheet at fair value. If a derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in AOCL, as well as a component of comprehensive income, and are recognized in the results of operations when the hedged item affects earnings. Changes in fair value of the ineffective portions of cash flow hedges are recognized in the results of operations. For derivative instruments that are designated and qualify as fair value hedges, changes in value of the derivatives are recorded in Other expense in the consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the results of operations in the period that the change occurs.
The primary risks managed through the use of derivative instruments is interest rate risk, exposure to changes in the fair value of debt attributable to interest rate risk and currency risk. From time to time, the Company enters into interest rate swap agreements or foreign currency contracts to manage exposure to these risks. Under these agreements, the Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. The Company does not hold derivatives for trading purposes.
Fair Value Measurements—The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Asset Retirement Obligations—When required, the Company recognizes the fair value of obligations to remove its assets and remediate the leased space upon which certain of its assets are located. Generally, the associated retirement costs are capitalized as part of the carrying amount of the related assets and depreciated over their estimated useful lives and the liability is accreted through the obligation’s estimated settlement date. Fair value estimates of asset retirement obligations generally involve discounting of estimated future cash flows associated with remediation costs. Periodic accretion of such liabilities due to the passage of time is included in Depreciation, amortization and accretion expense in the consolidated statements of operations.
F-12
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Adjustments are also made to the asset retirement obligation liability to reflect changes in the estimates of timing and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset. The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are: timing of asset removals; cost of asset removals; timing and number of site lease renewals; expected inflation rates; and credit-adjusted, risk-free interest rates that approximate the Company’s incremental borrowing rate.
Income Taxes—As a REIT, the Company generally is not subject to U.S. federal income taxes on income generated by its REIT operations as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and gains. However, the Company remains obligated to pay U.S. federal income taxes on certain earnings and continues to be subject to taxation in its foreign jurisdictions. Accordingly, the consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company periodically reviews its deferred tax assets, and provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Valuation allowances would be reversed as a reduction to the provision for income taxes if related deferred tax assets are deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.
The Company estimates the liabilities from uncertain tax positions, which are recorded in Other non-current liabilities in the consolidated balance sheet, unless expected to be paid within one year. The Company reports penalties and tax-related interest expense as a component of the income tax provision and interest income from tax refunds as a component of Interest income in the consolidated statements of operations.
Other Comprehensive Income (Loss)—Other comprehensive income (loss) refers to items excluded from net income that are recorded as an adjustment to equity, net of tax. The Company’s other comprehensive income (loss) primarily consisted of changes in fair value of effective derivative cash flow hedges, foreign currency translation adjustments and reclassification of unrealized losses on effective derivative cash flow hedges. The AOCL balance included accumulated foreign currency translation losses of $4.7 billion, $3.8 billion and $2.8 billion as of December 31, 2021, 2020 and 2019, respectively.
Distributions—As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, the Company has distributed, and expects to continue to distribute, all or substantially all of its REIT taxable income after taking into consideration its utilization of net operating losses (“NOLs”).
The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will depend upon various factors, a number of which may be beyond the Company’s control, including the Company’s financial condition and operating cash flows, the amount required to maintain its qualification for taxation as a REIT and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in the Company’s existing and future debt and preferred equity instruments, the Company’s ability to utilize NOLs to offset the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs and other factors that the Board of Directors may deem relevant.
Acquisitions—For acquisitions that meet the definition of a business combination, the Company applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Company from the dates of the respective acquisitions. Any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. All other acquisitions are accounted for as asset acquisitions and the purchase price is allocated to the net assets acquired with no recognition of goodwill. The purchase price is not subsequently adjusted.
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the
F-13
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
economic useful life and productive capacity of the asset. When determining the fair value of intangible assets acquired and liabilities assumed, the Company must estimate the applicable discount rate and the timing and amount of future cash flows, including rate and terms of renewal and attrition.
Revenue—The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites are located and its data center facilities (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and data center facilities and supporting its customers’ equipment as well as other services and contractual rights (the “non-lease component”). Most of the Company’s revenue is derived from leasing arrangements and is accounted for as lease revenue unless the timing and pattern of revenue recognition of the non-lease component differs from the lease component. If the timing and pattern of the non-lease component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone selling prices and pattern of revenue recognition for each performance obligation. Revenue related to DAS networks and fiber and other related assets results from agreements with tenants are generally not accounted for as leases.
The Company’s revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable. Escalation clauses tied to a consumer price index (“CPI”), or other inflation-based indices, and other incentives present in lease agreements with the Company’s tenants are excluded from the straight-line calculation. Total property straight-line revenues for the years ended December 31, 2021, 2020 and 2019 were $465.6 million, $322.0 million and $183.5 million, respectively.
*Non-lease property revenue—*Non-lease property revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements generally require that the Company provide the tenant the right to use available capacity on the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Non-lease property revenue also includes revenue generated from interconnection services in the Company’s data center facilities. Interconnection services are generally contracted on a month-to-month basis and are cancellable by the Company or the data center customer at any time. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis.
*Services revenue—*The Company offers tower-related services in the United States. These services include AZP and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.
Some of the Company’s contracts with customers contain multiple performance obligations. For these arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is typically based on the price charged to customers.
Since most of the Company’s contracts are leases, costs to enter into lease arrangements are capitalized under the applicable lease accounting guidance. Costs incurred to obtain non-lease contracts that are capitalized primarily relate to DAS networks and are not material to the consolidated financial statements. The Company has excluded sales tax, value added tax and similar taxes from non-lease revenue.
Revenue is disaggregated by geography in a manner consistent with the Company’s business segments, which are discussed further in note 21. A summary of revenue disaggregated by source and geography is as follows:
| Year Ended December 31, 2021 | U.S. & Canada | Asia-Pacific | Africa | Europe | Latin America | Data Centers (1) | Total | |||||||||||||||||||||||||||||||||||||
| Non-lease property revenue | $ | 291.9 | $ | 8.8 | $ | 24.4 | $ | 7.6 | $ | 135.9 | $ | 1.3 | $ | 469.9 | ||||||||||||||||||||||||||||||
| Services revenue | 247.3 | — | — | — | — | — | 247.3 | |||||||||||||||||||||||||||||||||||||
| Total non-lease revenue | $ | 539.2 | $ | 8.8 | $ | 24.4 | $ | 7.6 | $ | 135.9 | $ | 1.3 | $ | 717.2 | ||||||||||||||||||||||||||||||
| Property lease revenue | 4,628.3 | 1,190.3 | 981.1 | 488.6 | 1,329.5 | 21.9 | 8,639.7 | |||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 5,167.5 | $ | 1,199.1 | $ | 1,005.5 | $ | 496.2 | $ | 1,465.4 | $ | 23.2 | $ | 9,356.9 |
(1) Data Centers consists of the Company’s data center facilities located in the United States.
F-14
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| Year Ended December 31, 2020 | U.S. & Canada | Asia-Pacific | Africa | Europe | Latin America | Total | ||||||||||||||||||||||||||||||||
| Non-lease property revenue | $ | 258.4 | $ | 9.3 | $ | 13.8 | $ | 7.9 | $ | 118.4 | $ | 407.8 | ||||||||||||||||||||||||||
| Services revenue | 87.9 | — | — | — | — | 87.9 | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | $ | 346.3 | $ | 9.3 | $ | 13.8 | $ | 7.9 | $ | 118.4 | $ | 495.7 | ||||||||||||||||||||||||||
| Property lease revenue | 4,258.6 | 1,130.1 | 876.4 | 141.7 | 1,139.0 | 7,545.8 | ||||||||||||||||||||||||||||||||
| Total revenue | $ | 4,604.9 | $ | 1,139.4 | $ | 890.2 | $ | 149.6 | $ | 1,257.4 | $ | 8,041.5 |
| Year Ended December 31, 2019 | U.S. & Canada | Asia-Pacific | Africa | Europe | Latin America | Total | ||||||||||||||||||||||||||||||||
| Non-lease property revenue | $ | 255.7 | $ | 8.8 | $ | 4.0 | $ | 5.1 | $ | 138.2 | $ | 411.8 | ||||||||||||||||||||||||||
| Services revenue | 115.4 | — | — | — | — | 115.4 | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | $ | 371.1 | $ | 8.8 | $ | 4.0 | $ | 5.1 | $ | 138.2 | $ | 527.2 | ||||||||||||||||||||||||||
| Property lease revenue | 3,933.0 | 1,208.2 | 579.9 | 129.5 | 1,202.5 | 7,053.1 | ||||||||||||||||||||||||||||||||
| Total revenue | $ | 4,304.1 | $ | 1,217.0 | $ | 583.9 | $ | 134.6 | $ | 1,340.7 | $ | 7,580.3 |
Information about non-lease receivables, contract assets and contract liabilities from contracts with customers is as follows:
| December 31, 2021 | December 31, 2020 | |||||||||||||
| Accounts receivable | $ | 121.9 | $ | 77.2 | ||||||||||
| Prepaids and other current assets | 42.6 | 21.8 | ||||||||||||
| Notes receivable and other non-current assets | 25.9 | 23.7 | ||||||||||||
| Unearned revenue (1) | 128.2 | 120.3 | ||||||||||||
| Other non-current liabilities (1) | 372.0 | 432.4 |
(1) Includes capital contributions related to DAS networks.
The Company records unearned revenue when payments are received from customers in advance of the completion of the Company’s performance obligations. Long-term unearned revenue is included in Other non-current liabilities.
During the year ended December 31, 2021, the Company recognized $169.3 million of revenue that was previously included in the contract liabilities balances, primarily arising from balances as of December 31, 2020.
The Company records unbilled receivables, which are included in Prepaids and other current assets, when it has completed a performance obligation prior to its ability to bill under the customer arrangement. Other contract assets are included in Notes receivable and other non-current assets. The Company recorded an immaterial change in unbilled receivables attributable to non-lease property revenue recognized during each of the years ended December 31, 2021 and 2020. The change in contract assets attributable to revenue recognized during the years ended December 31, 2021 and 2020 was $2.2 million and $6.8 million, respectively.
The Company does not disclose the value of unsatisfied performance obligations for agreements (i) with an original expected length of one year or less or (ii) for which it recognizes revenue at the amount to which it has the right to invoice for services performed.
Lease Accounting and Rent Expense—The Company accounts for leases using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right.
The Company recognizes a right-of-use lease asset and lease liability for operating and finance leases. The right-of-use asset is measured as the sum of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any other applicable amounts. The Company reviews its right-of-use assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable. The Company reviews its right-of-use assets for indicators of impairment at the lowest level of identifiable cash flows, as part of its asset portfolio. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company records impairment charges, which are discussed in note 17, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
F-15
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The calculation of the lease liability requires the Company to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present value of the lease liability. When calculating the lease term, the Company considers the renewal, cancellation and termination rights available to the Company and the lessor. The Company determines the discount rate by calculating the incremental borrowing rate on a collateralized basis at the commencement of a lease or upon a change in the lease term.
Many of the leases underlying the Company’s sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time. In addition, certain of the Company’s tenant leases require the Company to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal option. The Company’s calculation of the lease liability includes the term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears to be reasonably assured.
The straight-line component of ground rent expense for the years ended December 31, 2021, 2020 and 2019 was $52.7 million, $51.6 million and $44.4 million, respectively.
Selling, General, Administrative and Development Expense—Selling, general and administrative expense consists of overhead expenses related to the Company’s property and services operations and corporate overhead costs not specifically allocable to any of the Company’s individual business operations. Development expense consists of costs related to the Company’s acquisition efforts, costs associated with new business initiatives and project cancellation costs.
Stock-Based Compensation—Stock-based compensation expense is measured at the accounting measurement date based on the fair value of the award and is generally recognized as an expense over the service period, which typically represents the vesting period. The Company provides for accelerated vesting and extended exercise periods of stock options and restricted stock units upon an employee’s death or permanent disability, or upon an employee’s qualified retirement, provided certain eligibility criteria are met. Accordingly, the Company recognizes compensation expense for stock options and time-based restricted stock units (“RSUs”) over the shorter of (i) the four-year vesting period or (ii) the period from the date of grant to the date the employee becomes eligible for such benefits due to death, disability or qualified retirement, which may occur upon grant. The expense recognized includes the impact of forfeitures as they occur.
The Company grants performance-based restricted stock units (“PSUs”) to its executive officers. Threshold, target and maximum parameters are established for a three-year performance period at the time of grant. The metrics are used to calculate the number of shares that will be issuable when the awards vest, which may range from zero to 200% of the target amounts. The Company recognizes compensation expense for PSUs over the three-year vesting period, subject to adjustment based on the date the employee becomes eligible for retirement benefits as well as performance relative to grant parameters.
The fair value of stock options is determined using the Black-Scholes option-pricing model and the fair value of RSUs and PSUs is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes all stock-based compensation expense in either Selling, general, administrative and development expense, costs of operations or as part of the costs associated with the construction of assets.
In connection with the vesting of restricted stock units, the Company withholds from issuance a number of shares of common stock to satisfy certain employee tax withholding obligations arising from such vesting. The shares withheld are considered constructively retired. The Company recognizes the fair value of the shares withheld in Additional paid-in capital on the consolidated balance sheets. As of December 31, 2021, the Company has withheld from issuance an aggregate of 2.6 million shares, including 0.2 million shares related to the vesting of restricted stock units during the year ended December 31, 2021.
Litigation Costs—The Company periodically becomes involved in various claims and lawsuits that are incidental to its business. The Company regularly monitors the status of pending legal actions to evaluate both the magnitude and likelihood of any potential loss. The Company accrues for these potential losses when it is probable that a liability has been incurred and the amount of loss, or possible range of loss, can be reasonably estimated. Should the ultimate losses on contingencies or litigation vary from estimates, adjustments to those liabilities may be required. The Company also incurs legal costs in connection with these matters and records estimates of these expenses, which are reflected in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
Earnings Per Common Share—Basic and Diluted—Basic net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period and any dilutive common share equivalents, including (A) shares issuable upon the vesting of RSUs and exercise of stock options and
F-16
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(B) shares expected to be earned upon the achievement of the parameters established for PSUs, each to the extent not anti-dilutive. The Company uses the treasury stock method to calculate the effect of its outstanding RSUs, PSUs and stock options.
Retirement Plan—The Company has a 401(k) plan covering nearly all eligible employees who meet certain age and employment requirements. For the years ended December 31, 2021, 2020 and 2019, the Company matched 100% of the first 5% of a participant's contributions. For the years ended December 31, 2021, 2020 and 2019, the Company contributed $14.9 million, $13.2 million and $11.8 million to the plan, respectively.
Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued guidance to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. In January 2021, the FASB issued additional guidance that clarifies that certain practical expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by reference rate reform. As of December 31, 2021, the Company has not modified any contracts as a result of reference rate reform and is evaluating the impact this standard may have on its consolidated financial statements.
2. PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
| As of | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Prepaid assets | $ | 94.5 | $ | 66.1 | |||||||
| Prepaid income tax | 128.6 | 143.7 | |||||||||
| Unbilled receivables | 269.6 | 176.9 | |||||||||
| Value added tax and other consumption tax receivables | 83.9 | 66.3 | |||||||||
| Other miscellaneous current assets | 80.6 | 79.6 | |||||||||
| Prepaid and other current assets | $ | 657.2 | $ | 532.6 |
3. PROPERTY AND EQUIPMENT
Property and equipment (including assets held under finance leases) consisted of the following:
| Estimated Useful Lives (years) (1) | As of | ||||||||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Towers | Up to 20 | $ | 15,899.3 | $ | 14,433.9 | ||||||||||||
| Equipment (2) | 3 - 20 | 4,102.9 | 2,327.1 | ||||||||||||||
| Buildings and improvements (3) | Up to 40 | 3,523.0 | 634.0 | ||||||||||||||
| Land and improvements (4) | Up to 20 | 3,965.2 | 2,845.9 | ||||||||||||||
| Construction-in-progress | 913.2 | 431.5 | |||||||||||||||
| Total | 28,403.6 | 20,672.4 | |||||||||||||||
| Less accumulated depreciation | (8,619.6) | (7,863.7) | |||||||||||||||
| Property and equipment, net | $ | 19,784.0 | $ | 12,808.7 |
(1) Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
(2) Includes fiber and DAS assets and also includes $1.5 billion of data center related assets acquired in connection with the CoreSite Acquisition.
(3) Includes $2.6 billion of data center related assets acquired in connection with the CoreSite Acquisition.
(4) Estimated useful lives apply to improvements only.
F-17
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Total depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $1,036.2 million, $924.3 million and $905.5 million, respectively. Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2021, 2020 and 2019 of $146.8 million, $153.0 million and $168.1 million, respectively.
Information about finance lease-related balances is as follows:
| As of December 31, | ||||||||||||||||||||
| Finance leases: | Classification | 2021 | 2020 | |||||||||||||||||
| Property and equipment | Towers | $ | 2,719.8 | $ | 2,706.3 | |||||||||||||||
| Accumulated depreciation | (1,355.3) | (1,209.7) | ||||||||||||||||||
| Property and equipment, net | $ | 1,364.5 | $ | 1,496.6 | ||||||||||||||||
| Property and equipment | Buildings and improvements | $ | 179.0 | $ | 167.6 | |||||||||||||||
| Accumulated depreciation | (85.2) | (76.3) | ||||||||||||||||||
| Property and equipment, net | $ | 93.8 | $ | 91.3 | ||||||||||||||||
| Property and equipment | Land | $ | 129.3 | $ | 129.9 | |||||||||||||||
| Property and equipment | Equipment | $ | 68.6 | $ | 48.8 | |||||||||||||||
| Accumulated depreciation | (25.0) | (15.3) | ||||||||||||||||||
| Property and equipment, net | $ | 43.6 | $ | 33.5 |
4. LEASES
The Company determines if an arrangement is a lease at the inception of the agreement. The Company considers an arrangement to be a lease if it conveys the right to control the use of the communications infrastructure or ground space underneath a communications infrastructure for a period of time in exchange for consideration. The Company is both a lessor and a lessee.
Lessor—The Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of specifically-identified, physically distinct space on or in the Company’s communications real estate assets. The Company’s lease arrangements with its tenants for its communications sites vary depending upon the region and the industry of the tenant and generally have initial non-cancellable terms of five to ten years with multiple renewal terms. The leases also contain provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary index, or a combination of both. The Company structures its leases to include financial penalties if a tenant terminates the lease, which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term.
The Company’s leasing arrangements outside of the United States may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services. Many arrangements require that the communications site has power for a specified percentage of time. In most cases, if delivery of power falls below the specified service level, a corresponding reduction in revenue is recorded. The Company has determined that this performance obligation is satisfied over time for the duration of the lease. In addition, the Company provides power to its data center customers, which is passed through, or otherwise charged, to customers pursuant to the terms of the customer power arrangement. Customer power arrangements are coterminous with such customer’s underlying lease and have the same pattern of transfer over the lease term. This performance obligation is generally satisfied over time for the duration of the lease. Fixed power revenue is recognized each month over the term of the lease. For variable power arrangements, the Company recognizes revenue each month as the uncertainty related to the consideration is resolved.
The Company typically has more than one tenant on a site and, by performing ordinary course repair and maintenance work, can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing tenant lease term. Accordingly, the Company has minimal risk with respect to the residual value of its leased assets. Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed twenty years.
F-18
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
As of December 31, 2021, the Company does not have any material related party leases as a lessor. To the extent there are any intercompany leases, these are eliminated in consolidation. The Company generally does not enter into sales-type leases or direct financing leases. The Company’s leases generally do not include any incentives for the lessee, however, if incentives are present, they are evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and Other non-current assets in the consolidated balance sheets. In addition, the Company’s leases do not include any lessee purchase options.
Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its revenue. Accordingly, the Company assumes that it will have access to the land underneath its sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of December 31, 2021, were as follows:
| Fiscal Year | Amount (1) | |||||||
| 2022 | $ | 6,477.8 | ||||||
| 2023 | 6,958.9 | |||||||
| 2024 | 6,746.9 | |||||||
| 2025 | 6,247.6 | |||||||
| 2026 | 5,664.8 | |||||||
| Thereafter | 29,330.2 | |||||||
| Total | $ | 61,426.2 |
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
Lessee—The Company enters into arrangements as a lessee primarily for ground space underneath its communications sites. These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to ten years with one or more automatic or exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options. The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on or in its communications sites through the end of the tenant lease term. Escalation clauses present in operating leases, excluding those tied to CPI or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the applicable lease as a component of rent expense. Additionally, the escalations tied to CPI or another inflation-based index are considered variable lease payments. In certain circumstances, the Company enters into revenue sharing arrangements with the ground space owner, which results in variability in lease payments. In most markets outside of the United States, in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties. Ground lease arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends, other financial obligations or other similar terms. The Company has entered into certain transactions whereby at the end of a lease, sublease or similar arrangement, the Company has the option to purchase the corresponding communications sites. These transactions are further described in note 19.
The Company’s lease liability is the present value of the remaining minimum rental payments to be made over the remaining lease term, including renewal options reasonably certain to be exercised. The Company also considers termination options and factors those into the determination of lease payments when appropriate. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life (generally twenty years) and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $3.3 million, $76.1 million and $9.9 million, respectively, of impairment expense related to these assets.
As of December 31, 2021, the Company does not have any material related party leases as a lessee. The Company does not have any sale-leaseback arrangements as lessee and typically does not enter into leveraged leases.
The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements, towers, equipment and vehicles under finance leases. As of December 31, 2021, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.
F-19
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Information about other lease-related balances is as follows:
| As of | ||||||||||||||
| December 31, 2021 | December 31, 2020 | |||||||||||||
| Operating leases: | ||||||||||||||
| Right-of-use asset | $ | 9,225.1 | $ | 7,789.2 | ||||||||||
| Current portion of lease liability | $ | 712.6 | $ | 539.9 | ||||||||||
| Lease liability | 8,041.8 | 6,884.4 | ||||||||||||
| Total operating lease liability | $ | 8,754.4 | $ | 7,424.3 | ||||||||||
| Finance leases: | ||||||||||||||
| Current portion of lease liability | $ | 6.7 | $ | 4.9 | ||||||||||
| Lease liability | 24.9 | 23.0 | ||||||||||||
| Total finance lease liability | $ | 31.6 | $ | 27.9 |
As most of the Company’s leases do not specifically state an implicit rate, the Company uses a market-specific incremental borrowing rate consistent with the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised taking into consideration the economic and other factors noted above.
The weighted-average remaining lease terms and incremental borrowing rates are as follows:
| As of | ||||||||||||||
| December 31, 2021 | December 31, 2020 | |||||||||||||
| Operating leases: | ||||||||||||||
| Weighted-average remaining lease term (years) | 13.0 | 13.7 | ||||||||||||
| Weighted-average incremental borrowing rate | 5.1 | % | 5.6 | % | ||||||||||
| Finance leases: | ||||||||||||||
| Weighted-average remaining lease term (years) | 13.4 | 12.1 | ||||||||||||
| Weighted-average incremental borrowing rate | 6.3 | % | 6.8 | % |
The following table sets forth the components of lease cost for the years ended December 31,:
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Operating lease cost | $ | 1,115.1 | $ | 977.2 | $ | 1,013.1 | ||||||||||||||
| Variable lease costs not included in lease liability (1) | 339.6 | 280.0 | 261.7 |
(1) Includes property tax paid on behalf of the landlord.
The interest expense on finance lease liabilities was $1.2 million, $1.3 million and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Assets held under finance leases are recorded in property and equipment and are depreciated over the lesser of the remaining lease term or the remaining useful life.
F-20
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Supplemental cash flow information is as follows for the years ended December 31,:
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||
| Operating cash flows from operating leases | $ | (1,144.8) | $ | (988.3) | $ | (1,012.2) | ||||||||||||||
| Operating cash flows from finance leases | $ | (1.2) | $ | (1.3) | $ | (1.7) | ||||||||||||||
| Financing cash flows from finance leases | $ | (7.9) | $ | (9.2) | $ | (18.0) | ||||||||||||||
| Non-cash items: | ||||||||||||||||||||
| New operating leases (1) | $ | 2,063.8 | $ | 346.0 | $ | 409.5 | ||||||||||||||
| Operating lease modifications and reassessments | $ | 96.0 | $ | 843.1 | $ | 334.1 |
(1) Amount includes new operating leases and leases acquired in connection with acquisitions, including $1.4 billion related to the Telxius Acquisition (as defined in note 6).
As of December 31, 2021, the Company does not have material operating or financing leases that have not yet commenced.
Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows:
| Fiscal Year | Operating Lease (1) | Finance Lease (1) | ||||||||||||
| 2022 | $ | 1,125.9 | $ | 7.7 | ||||||||||
| 2023 | 1,071.7 | 6.4 | ||||||||||||
| 2024 | 1,028.0 | 4.0 | ||||||||||||
| 2025 | 969.4 | 3.3 | ||||||||||||
| 2026 | 919.9 | 2.2 | ||||||||||||
| Thereafter | 6,935.4 | 28.2 | ||||||||||||
| Total lease payments | 12,050.3 | 51.8 | ||||||||||||
| Less amounts representing interest | (3,295.9) | (20.2) | ||||||||||||
| Total lease liability | 8,754.4 | 31.6 | ||||||||||||
| Less current portion of lease liability | 712.6 | 6.7 | ||||||||||||
| Non-current lease liability | $ | 8,041.8 | $ | 24.9 |
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying value of goodwill for each of the Company’s business segments were as follows:
| Property | Services | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. & Canada | Asia-Pacific | Africa | Europe | Latin America | Data Centers | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | 3,415.3 | $ | 1,021.8 | $ | 790.2 | $ | 256.2 | $ | 692.8 | $ | — | $ | 2.0 | $ | 6,178.3 | ||||||||||||||||||||||||||||||||||
| Additions and adjustments (1) | 1,335.5 | 18.7 | (153.6) | — | — | — | — | 1,200.6 | ||||||||||||||||||||||||||||||||||||||||||
| Effect of foreign currency translation | — | (23.6) | (11.0) | 22.9 | (84.5) | — | — | (96.2) | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | 4,750.8 | $ | 1,016.9 | $ | 625.6 | $ | 279.1 | $ | 608.3 | $ | — | $ | 2.0 | $ | 7,282.7 | ||||||||||||||||||||||||||||||||||
| Additions and adjustments (2) | (103.1) | (9.7) | — | 3,186.0 | 331.0 | 2,978.4 | — | 6,382.6 | ||||||||||||||||||||||||||||||||||||||||||
| Effect of foreign currency translation | 0.7 | (17.1) | (13.4) | (234.7) | (50.7) | — | — | (315.2) | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | 4,648.4 | $ | 990.1 | $ | 612.2 | $ | 3,230.4 | $ | 888.6 | $ | 2,978.4 | $ | 2.0 | $ | 13,350.1 |
(1) U.S. & Canada and Asia-Pacific consist of an aggregate of $1.4 billion of additions related to the InSite Acquisition (as defined in note 6). Africa consists of measurement period adjustments related to the acquisition of Eaton Towers Holdings Limited (the “Eaton Towers Acquisition”).
(2) U.S. & Canada consists of measurement period adjustments related to the InSite Acquisition. Asia-Pacific consists of $9.2 million of additions related to the Bangladesh Acquisition (as discussed in note 6) and measurement period adjustments related to the InSite Acquisition. Europe and Latin America consist of additions and measurement period adjustments related to the Telxius Acquisition (as defined in note 6). Data Centers consists of $3.0 billion of additions related to data center acquisitions, primarily from the CoreSite Acquisition.
F-21
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company’s other intangible assets subject to amortization consisted of the following:
| As of December 31, 2021 | As of December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
| Estimated Useful Lives (years) | Gross Carrying Value | Accumulated Amortization | Net Book Value | Gross Carrying Value | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||||||||
| Acquired network location intangibles (1) | Up to 20 | $ | 6,294.6 | $ | (2,305.1) | $ | 3,989.5 | $ | 5,784.0 | $ | (2,117.6) | $ | 3,666.4 | ||||||||||||||||||||||||||||
| Acquired tenant-related intangibles | Up to 20 | 20,030.5 | (5,051.5) | 14,979.0 | 14,322.5 | (4,237.5) | 10,085.0 | ||||||||||||||||||||||||||||||||||
| Acquired licenses and other intangibles (2) | 2-20 | 1,807.9 | (49.2) | 1,758.7 | 97.8 | (9.4) | 88.4 | ||||||||||||||||||||||||||||||||||
| Total other intangible assets | $ | 28,133.0 | $ | (7,405.8) | $ | 20,727.2 | $ | 20,204.3 | $ | (6,364.5) | $ | 13,839.8 |
(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, generally up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
(2) In connection with the CoreSite Acquisition, the Company acquired $1.7 billion of other intangible assets. The acquired other intangible assets will amortize over periods ranging from approximately two years to 10 years.
The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals. Other intangibles represent the value of acquired licenses, trade name and in place leases. In place lease value represents the fair value of costs avoided in securing data center customers, including vacancy periods, legal costs and commissions. In addition, this value also includes assumptions on similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in the fair value of other assets.
The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives. As of December 31, 2021, the remaining weighted average amortization period of the Company’s intangible assets was 15 years. Amortization of intangible assets for the years ended December 31, 2021, 2020 and 2019 was $1.2 billion, $867.2 million and $791.3 million, respectively.
Based on current exchange rates, the Company expects to record amortization expense as follows over the next five years:
| Fiscal Year | Amount | |||||||
| 2022 | $ | 1,802.4 | ||||||
| 2023 | 1,366.9 | |||||||
| 2024 | 1,352.8 | |||||||
| 2025 | 1,271.8 | |||||||
| 2026 | 1,237.5 |
6. ACQUISITIONS
The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets or rights acquired and liabilities assumed, with no recognition of goodwill. For those transactions treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the accounting for the acquisitions that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including tax positions, which may include contingent consideration, residual goodwill and any related tax impact.
The fair value of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period for those
F-22
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date.
Impact of current year acquisitions—The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications sites and related assets. In the United States, the Company has also acquired data center facilities and related assets, including the CoreSite Acquisition, as discussed below. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the year ended December 31, 2021 from the date of the respective acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may depend on, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.
For those acquisitions accounted for as business combinations, the Company recognizes acquisition and merger related expenses in the period in which they are incurred and services are received; for transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price. Acquisition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction. Integration costs include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently. The Company records acquisition and merger related expenses for business combinations, as well as integration costs for all acquisitions, in Other operating expenses in the consolidated statements of operations.
During the years ended December 31, 2021, 2020 and 2019, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Acquisition and merger related expenses | $ | 177.0 | $ | 15.5 | $ | 26.9 | ||||||||||||||
| Integration costs | $ | 50.4 | $ | 23.1 | $ | 9.8 |
During the years ended December 31, 2021, 2020 and 2019, the Company recorded net benefits of $17.6 million, $4.4 million and $13.1 million related to pre-acquisition contingencies and settlements, respectively. The increase in acquisition and merger related costs during the year ended December 31, 2021 was primarily associated with the Telxius Acquisition and the CoreSite Acquisition.
2021 Transactions
The estimated aggregate impact of the acquisitions completed in 2021 on the Company’s revenues and gross margin for the year ended December 31, 2021 was approximately $424.3 million and $214.8 million, respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new customers to such communications infrastructure assets subsequent to the transaction date. Acquisitions completed in 2021 were included in all of the Company’s property segments.
Data Centers
*U.S. Data Centers Acquisition—*On October 5, 2021, the Company completed the acquisition of two multi-customer data center facilities in the United States markets for total consideration of approximately $200.6 million. The acquired assets and operations are included in the Data Centers segment. This acquisition is being accounted for as a business combination and is subject to post-closing adjustments. This acquisition is included in the table below in “Other.”
CoreSite Acquisition—On November 14, 2021, the Company entered into an agreement with CoreSite to acquire all issued and outstanding shares of CoreSite common stock at $170.00 per share. CoreSite’s portfolio consisted of 24 data center facilities and related assets in eight United States markets. On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $10.4 billion, including the assumption and repayment of CoreSite’s existing debt. The acquired assets and operations are included in the Data Centers segment. The CoreSite Acquisition was accounted for as a business combination and is subject to post-closing adjustments.
F-23
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Communications Sites
Telxius Acquisition—On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately 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 “Telxius Acquisition”), subject to certain adjustments. In June 2021, the Company completed the acquisition of nearly 20,000 communications sites in Germany and Spain, for total consideration of approximately 6.3 billion EUR (approximately $7.7 billion at the date of closing), subject to certain post-closing adjustments and over 7,000 communications sites in Brazil, Peru, Chile and Argentina, for total consideration of approximately 0.9 billion EUR (approximately $1.1 billion at the date of closing), subject to certain post-closing adjustments.
On August 2, 2021, the Company completed the acquisition of the approximately 4,000 remaining communications sites in Germany pursuant to the Telxius Acquisition for 0.6 billion EUR (approximately $0.7 billion at the date of closing), subject to certain post-closing adjustments.
Of the aggregate purchase price, 233.2 million EUR (approximately $265.2 million), including post-closing adjustments, of deferred payments are due in September 2025 and are reflected in Other non-current liabilities in the consolidated balance sheet as of December 31, 2021. The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in Brazil, Peru, Chile and Argentina are included in the Latin America property segment. The Telxius Acquisition was accounted for as a business combination and is subject to post-closing adjustments. Subsequent to the acquisition dates, certain adjustments were made to increase assets by $6.0 million and reduce liabilities by $58.7 million, with a corresponding decrease in goodwill of $64.7 million. There were no other material post-closing adjustments. The full reconciliation and finalization of the assets acquired and liabilities assumed, including those subject to valuation, have not been completed and, as a result, there may be additional post-closing adjustments.
Entel Acquisition—On December 19, 2019, the Company entered into a definitive agreement to acquire approximately 3,200 communications sites in Chile and Peru from Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. (“Entel”) for total consideration of approximately $0.8 billion (as of the date of signing). The Company completed the acquisition of approximately 2,400 communications sites in December 2019 and an additional 530 communications sites pursuant to this agreement during the year ended December 31, 2020. During the year ended December 31, 2021, the Company completed the acquisition of the remaining 156 communications sites pursuant to this agreement for an aggregate total purchase price of $44.5 million (as of the dates of acquisition), including value added tax, which have been accounted for as an acquisition of assets and are included in the table below in “Other.”
Bangladesh Acquisition—During the year ended December 31, 2021, the Company acquired a 51% controlling interest in Kirtonkhola Tower Bangladesh Limited (“KTBL”) for 900 million Bangladeshi Taka (“BDT”) (approximately $10.6 million at the date of closing). Confidence Group holds a 49% noncontrolling interest in KTBL. This acquisition is being accounted for as a business combination and is subject to post-closing adjustments. This acquisition is included in the table below in “Other.”
*Other Acquisitions—*During the year ended December 31, 2021, the Company acquired a total of 1,309 communications sites as well as other communications infrastructure assets, in the United States, France, Mexico, Nigeria, Peru and Poland, including 633 communications sites in connection with the Company’s agreements with Orange S.A. (“Orange”) as further described below, for an aggregate purchase price of $565.6 million. Of the aggregate purchase price, $89.8 million is reflected as a payable in the consolidated balance sheet as of December 31, 2021. These acquisitions were primarily accounted for as asset acquisitions and are included in the table below in “Other.”
F-24
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table summarizes the allocations of the purchase prices for the fiscal year 2021 acquisitions based upon their estimated fair value at the date of acquisition:
| CoreSite Acquisition | Telxius Acquisition | Other (1) | ||||||||||||||||||
| Current assets | $ | 99.8 | $ | 284.9 | $ | 56.4 | ||||||||||||||
| Property and equipment | 5,129.0 | 1,414.6 | 391.3 | |||||||||||||||||
| Intangible assets (2): | ||||||||||||||||||||
| Tenant-related intangible assets | 665.0 | 5,371.3 | 308.3 | |||||||||||||||||
| Network location intangible assets | — | 672.0 | 88.0 | |||||||||||||||||
| Other intangible assets | 1,709.0 | — | 1.7 | |||||||||||||||||
| Other non-current assets | 332.9 | 1,398.4 | 52.5 | |||||||||||||||||
| Current liabilities | (156.6) | (338.9) | (15.7) | |||||||||||||||||
| Deferred tax liability | — | (1,195.4) | — | |||||||||||||||||
| Other non-current liabilities | (323.1) | (1,534.2) | (61.0) | |||||||||||||||||
| Net assets acquired | 7,456.0 | 6,072.7 | 821.5 | |||||||||||||||||
| Goodwill (3) | 2,943.3 | 3,517.0 | 10.0 | |||||||||||||||||
| Fair value of net assets acquired | 10,399.3 | 9,589.7 | 831.5 | |||||||||||||||||
| Debt assumed (4) | (955.1) | — | — | |||||||||||||||||
| Noncontrolling interest | — | — | (10.2) | |||||||||||||||||
| Purchase price (5) | $ | 9,444.2 | $ | 9,589.7 | $ | 821.3 |
(1) Includes 21 sites in Peru held pursuant to long-term finance leases.
(2) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis generally over a 20 year period. Other intangible assets are amortized on a straight-line basis generally over periods of up to 20 years. The CoreSite other intangible assets will amortize over periods ranging from approximately two years to 10 years.
(3) The Company expects goodwill to be partially deductible for tax purposes.
(4) The CoreSite Acquisition debt assumed includes $875.0 million of CoreSite’s indebtedness and a fair value adjustment of $80.1 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs.
(5) The CoreSite Acquisition purchase price includes $17.1 million of consideration related to the fair value of certain equity awards previously granted by CoreSite under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”). The CoreSite Replacement Awards will continue to vest in accordance with the terms of CoreSite’s equity plan. The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.
Other Signed Acquisitions
*Orange Acquisition—*On November 28, 2019, the Company entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term. During the year ended December 31, 2020, the Company completed the acquisition of 564 of these communications sites. During the year ended December 31, 2021, the Company completed the acquisition of an additional 633 of these communications sites. The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.
2020 Transactions
InSite Acquisition—On December 23, 2020, the Company acquired 100% of the outstanding units of IWG Holdings, LLC, the parent company of InSite Wireless Group, LLC (“InSite”), which owned, operated and managed approximately 3,000 communications sites in the United States and Canada (the “InSite Acquisition”). The portfolio included approximately 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 40 DAS networks in the United States. In addition, the portfolio included more than 600 land parcels under communications sites in the United States, Canada and Australia, as well as approximately 400 rooftop sites. The total consideration for the InSite Acquisition, including cash acquired, the repayment and assumption of certain debt held by InSite, was approximately $3.5 billion. The InSite Acquisition was accounted for as a business combination and the allocation of the purchase price was finalized during the year ended December 31, 2021.
F-25
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table summarizes the preliminary and final allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the InSite Acquisition based upon its estimated fair value at the date of acquisition. Balances are reflected in the accompanying consolidated balance sheet as of December 31, 2021.
| Preliminary Allocation | Final Allocation | |||||||||||||
| Current assets | $ | 57.2 | $ | 57.3 | ||||||||||
| Property and equipment | 516.4 | 511.3 | ||||||||||||
| Intangible assets (1): | ||||||||||||||
| Tenant-related intangible assets | 1,160.1 | 1,181.3 | ||||||||||||
| Network location intangible assets | 622.7 | 610.3 | ||||||||||||
| Other intangible assets | — | — | ||||||||||||
| Other non-current assets | 300.7 | 309.0 | ||||||||||||
| Current liabilities | (75.9) | (78.6) | ||||||||||||
| Deferred tax liability | (116.3) | (34.0) | ||||||||||||
| Other non-current liabilities | (267.6) | (271.5) | ||||||||||||
| Net assets acquired | 2,197.3 | 2,285.1 | ||||||||||||
| Goodwill (2) | 1,354.2 | 1,266.4 | ||||||||||||
| Fair value of net assets acquired | 3,551.5 | 3,551.5 | ||||||||||||
| Debt assumed (3) | (800.0) | (800.0) | ||||||||||||
| Purchase price | $ | 2,751.5 | $ | 2,751.5 |
(1)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(2)The Company expects goodwill to be partially deductible for tax purposes.
(3)InSite Acquisition debt assumed includes $763.5 million of InSite’s indebtedness and a fair value adjustment of $36.5 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs.
Pro Forma Consolidated Results (Unaudited)
The following table presents the unaudited pro forma financial results as if the 2021 acquisitions had occurred on January 1, 2020 and the 2020 acquisitions had occurred on January 1, 2019. The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business. In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.
| Year Ended December 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Pro forma revenues | $ | 10,344.5 | $ | 9,441.2 | ||||||||||
| Pro forma net income attributable to American Tower Corporation common stockholders | $ | 2,219.5 | $ | 845.4 | ||||||||||
| Pro forma net income per common share amounts: | ||||||||||||||
| Basic net income attributable to American Tower Corporation common stockholders | $ | 4.88 | $ | 1.86 | ||||||||||
| Diluted net income attributable to American Tower Corporation common stockholders | $ | 4.86 | $ | 1.85 |
F-26
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
7. ACCRUED EXPENSES
Accrued expenses consisted of the following:
| As of | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Accrued construction costs | $ | 197.3 | $ | 46.5 | |||||||
| Accrued income tax payable | 84.8 | 20.6 | |||||||||
| Accrued pass-through costs | 91.0 | 67.1 | |||||||||
| Amounts payable for acquisitions | 95.2 | 58.9 | |||||||||
| Amounts payable to tenants | 81.1 | 66.4 | |||||||||
| Accrued property and real estate taxes | 255.3 | 219.1 | |||||||||
| Accrued rent | 78.8 | 82.6 | |||||||||
| Payroll and related withholdings | 124.7 | 104.4 | |||||||||
| Other accrued expenses | 404.6 | 378.1 | |||||||||
| Accrued expenses | $ | 1,412.8 | $ | 1,043.7 |
F-27
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
8. LONG-TERM OBLIGATIONS
Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums, debt issuance costs and fair value adjustments due to interest rate swaps consisted of the following:
| As of | |||||||||||||||||||||||
| December 31, 2021 | December 31, 2020 | Contractual Interest Rate (1) | Maturity Date (1) | ||||||||||||||||||||
| 2020 Term Loan (2) | — | 749.4 | N/A | N/A | |||||||||||||||||||
| 2021 Multicurrency Credit Facility (3) (4) | 4,388.4 | — | 1.205 | % | June 30, 2025 | ||||||||||||||||||
| 2021 Term Loan (3) | 995.4 | 996.1 | 1.235 | % | January 31, 2027 | ||||||||||||||||||
| 2021 Credit Facility (3) | 1,410.0 | 2,295.0 | 1.234 | % | January 31, 2027 | ||||||||||||||||||
| 2021 EUR Three Year Delayed Draw Term Loan (3) (4) | 937.6 | — | 1.125 | % | May 28, 2024 | ||||||||||||||||||
| 2021 USD 364-Day Delayed Draw Term Loan (3) | 2,998.5 | — | 1.250 | % | December 28, 2022 | ||||||||||||||||||
| 2021 USD Two Year Delayed Draw Term Loan (3) | 1,498.4 | — | 1.250 | % | December 28, 2023 | ||||||||||||||||||
| 2.250% senior notes (5) | 600.3 | 605.1 | 2.250 | % | January 15, 2022 | ||||||||||||||||||
| 4.70% senior notes (6) | — | 699.0 | 4.700 | % | N/A | ||||||||||||||||||
| 3.50% senior notes | 997.9 | 996.1 | 3.500 | % | January 31, 2023 | ||||||||||||||||||
| 3.000% senior notes | 709.9 | 721.9 | 3.000 | % | June 15, 2023 | ||||||||||||||||||
| 0.600% senior notes | 497.9 | 496.8 | 0.600 | % | January 15, 2024 | ||||||||||||||||||
| 5.00% senior notes | 1,000.9 | 1,001.3 | 5.000 | % | February 15, 2024 | ||||||||||||||||||
| 3.375% senior notes | 647.0 | 645.7 | 3.375 | % | May 15, 2024 | ||||||||||||||||||
| 2.950% senior notes | 644.7 | 643.1 | 2.950 | % | January 15, 2025 | ||||||||||||||||||
| 2.400% senior notes | 746.1 | 745.0 | 2.400 | % | March 15, 2025 | ||||||||||||||||||
| 1.375% senior notes (7) | 563.8 | 604.1 | 1.375 | % | April 4, 2025 | ||||||||||||||||||
| 4.000% senior notes | 745.5 | 744.3 | 4.000 | % | June 1, 2025 | ||||||||||||||||||
| 1.300% senior notes | 496.4 | 495.4 | 1.300 | % | September 15, 2025 | ||||||||||||||||||
| 4.400% senior notes | 497.6 | 497.1 | 4.400 | % | February 15, 2026 | ||||||||||||||||||
| 1.600% senior notes | 695.2 | — | 1.600 | % | April 15, 2026 | ||||||||||||||||||
| 1.950% senior notes (7) | 564.3 | 605.2 | 1.950 | % | May 22, 2026 | ||||||||||||||||||
| 1.450% senior notes | 593.0 | — | 1.450 | % | September 15, 2026 | ||||||||||||||||||
| 3.375% senior notes | 991.2 | 989.5 | 3.375 | % | October 15, 2026 | ||||||||||||||||||
| 3.125% senior notes | 398.3 | 397.9 | 3.125 | % | January 15, 2027 | ||||||||||||||||||
| 2.750% senior notes | 745.2 | 744.3 | 2.750 | % | January 15, 2027 | ||||||||||||||||||
| 0.450% senior notes (7) | 847.1 | — | 0.450 | % | January 15, 2027 | ||||||||||||||||||
| 0.400% senior notes (7) | 562.5 | — | 0.400 | % | February 15, 2027 | ||||||||||||||||||
| 3.55% senior notes | 745.5 | 744.8 | 3.550 | % | July 15, 2027 | ||||||||||||||||||
| 3.600% senior notes | 694.3 | 693.4 | 3.600 | % | January 15, 2028 | ||||||||||||||||||
| 0.500% senior notes (7) | 845.3 | 907.4 | 0.500 | % | January 15, 2028 | ||||||||||||||||||
| 1.500% senior notes | 645.8 | 645.1 | 1.500 | % | January 31, 2028 | ||||||||||||||||||
| 3.950% senior notes | 591.6 | 590.6 | 3.950 | % | March 15, 2029 | ||||||||||||||||||
| 0.875% senior notes (7) | 847.3 | — | 0.875 | % | May 21, 2029 | ||||||||||||||||||
| 3.800% senior notes | 1,635.1 | 1,633.5 | 3.800 | % | August 15, 2029 | ||||||||||||||||||
| 2.900% senior notes | 742.5 | 741.7 | 2.900 | % | January 15, 2030 | ||||||||||||||||||
| 2.100% senior notes | 741.2 | 740.2 | 2.100 | % | June 15, 2030 | ||||||||||||||||||
| 0.950% senior notes (7) | 561.0 | — | 0.950 | % | October 5, 2030 | ||||||||||||||||||
| 1.875% senior notes | 791.4 | 790.5 | 1.875 | % | October 15, 2030 | ||||||||||||||||||
| 2.700% senior notes | 693.7 | — | 2.700 | % | April 15, 2031 | ||||||||||||||||||
| 2.300% senior notes | 691.0 | — | 2.300 | % | September 15, 2031 | ||||||||||||||||||
| 1.000% senior notes (7) | 731.7 | 786.1 | 1.000 | % | January 15, 2032 | ||||||||||||||||||
| 1.250% senior notes (7) | 561.2 | — | 1.250 | % | May 21, 2033 | ||||||||||||||||||
| 3.700% senior notes | 592.1 | 591.9 | 3.700 | % | October 15, 2049 | ||||||||||||||||||
| 3.100% senior notes | 1,038.0 | 1,037.7 | 3.100 | % | June 15, 2050 |
F-28
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| 2.950% senior notes | 1,021.5 | 538.2 | 2.950 | % | January 15, 2051 | ||||||||||||||||||
| Total American Tower Corporation debt | 39,943.3 | 26,113.4 | |||||||||||||||||||||
| Series 2013-2A Securities (8) | 1,298.2 | 1,296.6 | 3.070 | % | March 15, 2023 | ||||||||||||||||||
| Series 2018-1A Securities (8) | 495.3 | 494.6 | 3.652 | % | March 15, 2028 | ||||||||||||||||||
| Series 2015-2 Notes (9) | 522.7 | 522.1 | 3.482 | % | June 16, 2025 | ||||||||||||||||||
| InSite Debt (10) | — | 800.0 | N/A | N/A | |||||||||||||||||||
| CoreSite Debt (11) | 955.1 | — | Various | Various | |||||||||||||||||||
| Other subsidiary debt (12) | 8.0 | 32.9 | Various | Various | |||||||||||||||||||
| Total American Tower subsidiary debt | 3,279.3 | 3,146.2 | |||||||||||||||||||||
| Finance lease obligations | 31.6 | 27.9 | |||||||||||||||||||||
| Total | 43,254.2 | 29,287.5 | |||||||||||||||||||||
| Less current portion of long-term obligations | (4,568.7) | (789.8) | |||||||||||||||||||||
| Long-term obligations | $ | 38,685.5 | $ | 28,497.7 |
(1)Reflects interest rate or maturity date as of December 31, 2021; interest rate does not reflect the impact of the interest rate swap agreements.
(2)Repaid in full on February 5, 2021 using borrowings under the 2021 Multicurrency Credit Facility (as defined below) and cash on hand.
(3)Accrues interest at a variable rate.
(4)As of December 31, 2021 reflects borrowings denominated in EUR and, for the 2021 Multicurrency Credit Facility, reflects borrowings denominated in both EUR and U.S. Dollars (“USD”).
(5)Repaid in full on January 14, 2022 using borrowings under the 2021 Credit Facility (as defined below).
(6)Repaid in full on October 18, 2021 with cash on hand.
(7)Notes are denominated in EUR.
(8)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(9)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(10)Debt entered into by certain InSite subsidiaries assumed in connection with the InSite Acquisition (the “InSite Debt”). On January 15, 2021, all amounts outstanding under the InSite Debt were repaid.
(11)Debt entered into by CoreSite assumed in connection with the CoreSite Acquisition (the “CoreSite Debt”). On January 7, 2022, all amounts outstanding under the CoreSite Debt were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
(12)Includes the Kenya Debt and the U.S. Subsidiary Debt (each as defined below). As of December 31, 2020 also included Colombian Credit Facility (as defined below).
Current portion of long-term obligations*—*The Company’s current portion of long-term obligations primarily includes (i) $600.0 million aggregate principal amount of 2.250% senior unsecured notes due January 15, 2022 (the “2.250% Notes”), (ii) $3.0 billion in borrowings under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below) and (iii) the CoreSite Debt.
American Tower Corporation Debt
Bank Facilities
Amendments to Bank Facilities—On February 10, 2021, the Company amended and restated its senior unsecured multicurrency revolving credit facility (as amended, the “2021 Multicurrency Credit Facility”) and its senior unsecured revolving credit facility (as amended, the “2021 Credit Facility”) and amended its unsecured term loan, as amended and restated as described below (as amended, the “2021 Term Loan”).
These amendments, among other things,
i.extended the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
ii.increased the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively;
iii.increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
iv.expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $1.0 billion to $3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $1.5 billion sublimit;
F-29
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
v.amended the limitation of the Company’s permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the loan agreements for the facilities));
vi.amended the limitation on indebtedness of, and guaranteed by, the Company’s subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of the Company and its subsidiaries on a consolidated basis; and
vii.increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million.
On December 8, 2021, the Company amended and restated the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, and amended the 2021 EUR Three Year Delayed Draw Term Loan (as defined below).
These amendments, among other things,
i.extended the maturity dates to June 30, 2025, January 31, 2027 and January 31, 2027 for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, respectively;
ii.increased the commitments under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan to $6.0 billion, $4.0 billion and $1.0 billion, respectively, of which an aggregate of approximately $5.1 billion under these facilities was used to finance the CoreSite Acquisition;
iii.increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $8.0 billion and $5.5 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
iv.amended the limitation of the Company's permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loans) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021, stepping down to 6.00 to 1.00 (with a further step up to 7.50 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the agreements));
v.expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility from $3.0 billion and $1.5 billion to $3.5 billion and $2.5 billion, respectively; and
vi.increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $500.0 million to $600.0 million.
*2021 Multicurrency Credit Facility—*During the year ended December 31, 2021, the Company borrowed an aggregate of $7.8 billion, including an aggregate of 2.4 billion EUR ($2.9 billion as of the borrowing dates), and repaid an aggregate of $3.4 billion of revolving indebtedness, including an aggregate of 1.3 billion EUR ($1.5 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions (as defined in note 16), under the 2021 Multicurrency Credit Facility. The Company used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition, to repay existing indebtedness, including the InSite Debt and its $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”), and for general corporate purposes.
*2021 Credit Facility—*During the year ended December 31, 2021, the Company borrowed an aggregate of $4.9 billion, including an aggregate of 1.2 billion EUR ($1.5 billion as of the borrowing dates), and repaid an aggregate of $5.8 billion of revolving indebtedness, including an aggregate of 1.2 billion EUR ($1.4 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Credit Facility. The Company used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition and for general corporate purposes.
Repayment of the 2020 Term Loan—On February 5, 2021, the Company repaid all amounts outstanding under the 2020 Term Loan using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
*2021 Term Loan—*On September 27, 2021, the Company repaid $500.0 million of indebtedness under the 2021 Term Loan using proceeds from the issuance of the 1.450% Notes, the 2.300% Notes and the 2.950% Notes (each as defined below). On December 28, 2021, the Company borrowed $500.0 million under the 2021 Term Loan, which was used to fund the CoreSite Acquisition. As of December 31, 2021, $1.0 billion is outstanding under the 2021 Term Loan.
F-30
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2021 EUR Delayed Draw Term Loans—On February 10, 2021, the Company entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition (the “2021 EUR 364-Day Delayed Draw Term Loan”), and which was subsequently repaid in full as described below, and (ii) an 825.0 million EUR (approximately $1.0 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder (the “2021 EUR Three Year Delayed Draw Term Loan,” and, together with the 2021 EUR 364-Day Delayed Draw Term Loan, the “2021 EUR Delayed Draw Term Loans”). The 2021 EUR Three Year Delayed Draw Term Loan bears interest at either (i) a base rate plus and applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on the Company’s senior unsecured debt rating, which, based on the Company’s current debt ratings, is 1.125% above the Euro Interbank Offered Rate (“EURIBOR”).
On May 28, 2021, the Company borrowed 1.1 billion EUR ($1.3 billion as of the borrowing date) under the 2021 EUR 364-Day Delayed Draw Term Loan and 825.0 million EUR ($1.0 billion as of the borrowing date) under the 2021 EUR Three Year Delayed Draw Term Loan. The Company used the borrowings to fund the Telxius Acquisition.
On September 16, 2021, the Company repaid 420.0 million EUR ($494.2 million as of the repayment date) under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions. On October 7, 2021, the Company repaid all remaining amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the issuance of the 0.400% Notes and the 0.950% Notes (each as defined below).
2021 USD Delayed Draw Term Loans—On December 8, 2021, the Company entered into (i) a $3.0 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder (the “2021 USD 364-Day Delayed Draw Term Loan”) and (ii) a $1.5 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is two years from the date of the first draw thereunder (the “2021 USD Two Year Delayed Draw Term Loan” and, together with the 2021 USD 364-Day Delayed Draw Term Loan, the “2021 USD Delayed Draw Term Loans”). The 2021 USD Delayed Draw Term Loans bear interest at either (i) a base rate plus an applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.125% above LIBOR.
On December 28, 2021, the Company borrowed $3.0 billion under the 2021 USD 364-Day Delayed Draw Term Loan and $1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan. The Company used the borrowings to fund the CoreSite Acquisition.
Bridge Facilities—In connection with entering into the Telxius Acquisition, the Company entered into a commitment letter (the “BofA Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA had, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “BofA Bridge Loan Commitment”) to ensure financing for the Telxius Acquisition. Effective February 10, 2021, the BofA Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 EUR Delayed Draw Term Loans, as described above. The BofA Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described in note 16. Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450% Notes, the 0.875% Notes and the 1.250% Notes, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facilities and the 2021 EUR Delayed Draw Term Loans to fund the cash consideration payable in connection with the Telxius Acquisition and terminated the BofA Commitment Letter. The Company did not make any borrowings under the BofA Bridge Loan Commitment.
In connection with entering into the CoreSite Acquisition, the Company entered into a commitment letter, dated November 14, 2021, with JPMorgan Chase Bank, N.A. (“JPM”) pursuant to which JPM had, with respect to bridge financing, committed to provide up to $10.5 billion in bridge loans (the “JPM Bridge Loan Commitment”) to ensure financing for the CoreSite Acquisition. Effective December 8, 2021 the JPM Bridge Loan Commitment was fully terminated as a result of the $10.5 billion in committed amounts available under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 USD Delayed Draw Term Loans, as described above. The Company did not make any borrowings under the JPM Bridge Loan Commitment.
As of December 31, 2021, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan were as follows:
| Outstanding Principal Balance | Undrawn letters of credit | Maturity Date | Current margin over LIBOR or EURIBOR (1) | Current commitment fee (2) | |||||||||||||||||||||||||
| 2021 Multicurrency Credit Facility | $ | 4,388.4 | $ | 3.5 | June 30, 2025 | (3) | 1.125 | % | 0.110 | % | |||||||||||||||||||
| 2021 Credit Facility | 1,410.0 | 1.2 | January 31, 2027 | (3) | 1.125 | % | 0.110 | % | |||||||||||||||||||||
| 2021 Term Loan | 1,000.0 | N/A | January 31, 2027 | 1.125 | % | N/A | |||||||||||||||||||||||
| 2021 EUR Three Year Delayed Draw Term Loan | 938.2 | N/A | May 28, 2024 | 1.125 | % | N/A | |||||||||||||||||||||||
| 2021 USD 364-Day Delayed Draw Term Loan | 3,000.0 | N/A | December 28, 2022 | 1.125 | % | N/A | |||||||||||||||||||||||
| 2021 USD Two Year Delayed Draw Term Loan | 1,500.0 | N/A | December 28, 2023 | 1.125 | % | N/A |
(1) LIBOR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan. EURIBOR applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings under the 2021 EUR Three Year Delayed Draw Term Loan.
(2) Fee on undrawn portion of each credit facility.
(3) Subject to two optional renewal periods.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent the Company from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
Senior Notes
Repayments of Senior Notes
*Repayment of 4.70% Senior Notes—*On October 18, 2021, the Company redeemed all of its 4.70% senior unsecured notes due 2022 (the “4.70% Notes”) at a price equal to 101.7270% of the principal amount, plus accrued and unpaid interest up to, but excluding October 18, 2021, for an aggregate redemption price of approximately $715.1 million, including $3.0 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of approximately $12.4 million, which included prepayment consideration of $12.1 million and the associated unamortized discount and deferred financing costs. The redemption was funded with cash on hand. Upon completion of this redemption, none of the 4.70% Notes remained outstanding.
Offerings of Senior Notes
*1.600% Senior Notes and 2.700% Senior Notes Offering—*On March 29, 2021, the Company completed a registered public offering of $700.0 million aggregate principal amount of 1.600% senior unsecured notes due 2026 (the “1.600% Notes”) and $700.0 million aggregate principal amount of 2.700% senior unsecured notes due 2031 (the “2.700% Notes”). The net proceeds from this offering were approximately $1,386.3 million, after deducting commissions and estimated expenses. The Company used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
*0.450% Senior Notes, 0.875% Senior Notes and 1.250% Senior Notes Offering—*On May 21, 2021, the Company completed a registered public offering of 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.450% senior unsecured notes due 2027 (the “0.450% Notes”), 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.875% senior unsecured notes due 2029 (the “0.875% Notes”) and 500.0 million EUR ($609.1 million at the date of issuance) aggregate principal amount of 1.250% senior unsecured notes due 2033 (the “1.250% Notes”). The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $2,415.8 million at the date of issuance), after deducting commissions and estimated expenses. The Company used all of the net proceeds to fund the Telxius Acquisition.
1.450% Senior Notes, 2.300% Senior Notes and 2.950% Senior Notes Offering—On September 27, 2021, the Company completed a registered public offering of $600.0 million aggregate principal amount of 1.450% senior unsecured notes due 2026 (the “1.450% Notes”), $700.0 million aggregate principal amount of 2.300% senior unsecured notes due 2031 (the
F-31
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
“2.300% Notes”) and $500.0 million aggregate principal amount through a reopening of its 2.950% senior unsecured notes due 2051, originally issued on November 20, 2020 (the “2.950% Notes”). The net proceeds from this offering were approximately $1,765.1 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Term Loan and for general corporate purposes.
*0.400% Senior Notes and 0.950% Senior Notes Offering—*On October 5, 2021, the Company completed a registered public offering of 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.400% senior unsecured notes due 2027 (the “0.400% Notes”) and 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.950% senior unsecured notes due 2030 (the “0.950% Notes” and, collectively with the 1.600% Notes, the 2.700% Notes, the 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 1.450% Notes, the 2.300% Notes, the 2.950% Notes and the 0.400% Notes, the “Notes”). The net proceeds from this offering were approximately 987.7 million EUR (approximately $1,145.6 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing EUR denominated indebtedness under the 2021 Multicurrency Credit Facility and the 2021 EUR 364-Day Delayed Draw Term Loan.
F-32
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table outlines key terms related to the Company’s outstanding senior notes as of December 31, 2021:
| Adjustments to Principal Amount (1) | |||||||||||||||||||||||||||||||||||
| Aggregate Principal Amount | 2021 | 2020 | Interest payments due (2) | Issue Date | Par Call Date (3) | ||||||||||||||||||||||||||||||
| 2.250% Notes (4) | $ | 600.0 | $ | 0.3 | $ | 5.1 | January 15 and July 15 | September 30, 2016 | N/A | ||||||||||||||||||||||||||
| 3.50% Notes | 1,000.0 | (2.1) | (3.9) | January 31 and July 31 | January 8, 2013 | N/A | |||||||||||||||||||||||||||||
| 3.000% Notes (5) | 700.0 | 9.9 | 21.9 | June 15 and December 15 | December 8, 2017 | N/A | |||||||||||||||||||||||||||||
| 0.600% Notes | 500.0 | (2.1) | (3.2) | January 15 and July 15 | November 20, 2020 | N/A | |||||||||||||||||||||||||||||
| 5.00% Notes (6) | 1,000.0 | 0.9 | 1.3 | February 15 and August 15 | August 19, 2013 | N/A | |||||||||||||||||||||||||||||
| 3.375% Notes | 650.0 | (3.0) | (4.3) | May 15 and November 15 | March 15, 2019 | April 15, 2024 | |||||||||||||||||||||||||||||
| 2.950% Notes | 650.0 | (5.3) | (6.9) | January 15 and July 15 | June 13, 2019 | December 15, 2024 | |||||||||||||||||||||||||||||
| 2.400% Notes | 750.0 | (3.9) | (5.0) | March 15 and September 15 | January 10, 2020 | February 15, 2025 | |||||||||||||||||||||||||||||
| 1.375% Notes (7) | 568.6 | (4.8) | (6.7) | April 4 | April 6, 2017 | January 4, 2025 | |||||||||||||||||||||||||||||
| 4.000% Notes | 750.0 | (4.5) | (5.7) | June 1 and December 1 | May 7, 2015 | March 1, 2025 | |||||||||||||||||||||||||||||
| 1.300% Notes | 500.0 | (3.6) | (4.6) | March 15 and September 15 | June 3, 2020 | August 15, 2025 | |||||||||||||||||||||||||||||
| 4.400% Notes | 500.0 | (2.4) | (2.9) | February 15 and August 15 | January 12, 2016 | November 15, 2025 | |||||||||||||||||||||||||||||
| 1.600% Notes | 700.0 | (4.8) | — | April 15 and October 15 | March 29, 2021 | March 15, 2026 | |||||||||||||||||||||||||||||
| 1.950% Notes (7) | 568.6 | (4.3) | (5.6) | May 22 | May 22, 2018 | February 22, 2026 | |||||||||||||||||||||||||||||
| 1.450% Notes | 600.0 | (7.0) | — | March 15 and September 15 | September 27, 2021 | August 15, 2026 | |||||||||||||||||||||||||||||
| 3.375% Notes | 1,000.0 | (8.8) | (10.5) | April 15 and October 15 | May 13, 2016 | July 15, 2026 | |||||||||||||||||||||||||||||
| 3.125% Notes | 400.0 | (1.7) | (2.1) | January 15 and July 15 | September 30, 2016 | October 15, 2026 | |||||||||||||||||||||||||||||
| 2.750% Notes | 750.0 | (4.8) | (5.7) | January 15 and July 15 | October 3, 2019 | November 15, 2026 | |||||||||||||||||||||||||||||
| 0.450% Notes (7) | 853.0 | (5.9) | — | January 15 | May 21, 2021 | November 15, 2026 | |||||||||||||||||||||||||||||
| 0.400% Notes (7) | 568.6 | (6.1) | — | February 15 | October 5, 2021 | December 15, 2026 | |||||||||||||||||||||||||||||
| 3.55% Notes | 750.0 | (4.5) | (5.2) | January 15 and July 15 | June 30, 2017 | April 15, 2027 | |||||||||||||||||||||||||||||
| 3.600% Notes | 700.0 | (5.7) | (6.6) | January 15 and July 15 | December 8, 2017 | October 15, 2027 | |||||||||||||||||||||||||||||
| 0.500% Notes (7) | 853.0 | (7.7) | (8.8) | January 15 | September 10, 2020 | October 15, 2027 | |||||||||||||||||||||||||||||
| 1.500% Notes | 650.0 | (4.2) | (4.9) | January 31 and July 31 | November 20, 2020 | November 30, 2027 | |||||||||||||||||||||||||||||
| 3.950% Notes | 600.0 | (8.4) | (9.4) | March 15 and September 15 | March 15, 2019 | December 15, 2028 | |||||||||||||||||||||||||||||
| 0.875% Notes (7) | 853.0 | (5.7) | — | May 21 | May 21, 2021 | February 21, 2029 | |||||||||||||||||||||||||||||
| 3.800% Notes | 1,650.0 | (14.9) | (16.5) | February 15 and August 15 | June 13, 2019 | May 15, 2029 | |||||||||||||||||||||||||||||
| 2.900% Notes | 750.0 | (7.5) | (8.3) | January 15 and July 15 | January 10, 2020 | October 15, 2029 | |||||||||||||||||||||||||||||
| 2.100% Notes | 750.0 | (8.8) | (9.8) | June 15 and December 15 | June 3, 2020 | March 15, 2030 | |||||||||||||||||||||||||||||
| 0.950% Notes (7) | 568.6 | (7.6) | — | October 5 | October 5, 2021 | July 5, 2030 | |||||||||||||||||||||||||||||
| 1.875% Notes | 800.0 | (8.6) | (9.5) | April 15 and October 15 | September 28, 2020 | July 15, 2030 | |||||||||||||||||||||||||||||
| 2.700% Notes | 700.0 | (6.3) | — | April 15 and October 15 | March 29, 2021 | January 15, 2031 | |||||||||||||||||||||||||||||
| 2.300% Notes | 700.0 | (9.0) | — | March 15 and September 15 | September 27, 2021 | June 15, 2031 | |||||||||||||||||||||||||||||
| 1.000% Notes (7) | 739.2 | (7.5) | (7.9) | January 15 | September 10, 2020 | October 15, 2031 | |||||||||||||||||||||||||||||
| 1.250% Notes (7) | 568.6 | (7.4) | — | May 21 | May 21, 2021 | February 21, 2033 | |||||||||||||||||||||||||||||
| 3.700% Notes | 600.0 | (7.9) | (8.1) | April 15 and October 15 | October 3, 2019 | April 15, 2049 | |||||||||||||||||||||||||||||
| 3.100% Notes (8) | 1,050.0 | (12.0) | (12.3) | June 15 and December 15 | June 3, 2020 | December 15, 2049 | |||||||||||||||||||||||||||||
| 2.950% Notes (9) | 1,050.0 | (28.5) | (11.8) | January 15 and July 15 | November 20, 2020 | July 15, 2050 |
(1) Includes unamortized discounts, premiums and debt issuance costs and fair value adjustments due to interest rate swaps.
F-33
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(2) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(3) The Company may redeem the notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the notes on or after the par call date, the Company will not be required to pay a make-whole premium.
(4) Includes $0.4 million and $6.3 million fair value adjustment due to interest rate swaps in 2021 and 2020, respectively.
(5) Includes $11.8 million and $25.1 million fair value adjustment due to interest rate swaps in 2021 and 2020, respectively.
(6) The original issue date for the 5.00% Notes was August 19, 2013. The issue date for the reopened 5.00% Notes was January 10, 2014.
(7) Notes are denominated in EUR.
(8) The original issue date for the initial 3.100% Notes was June 3, 2020. The issue date for the reopened 3.100% Notes was September 28, 2020.
(9) The original issue date for the initial 2.950% Notes was November 20, 2020. The issue date for the reopened 2.950% Notes was September 27, 2021.
The Company may redeem each series of senior notes at any time, subject to the terms of the applicable supplemental indenture, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus a make-whole premium, as applicable, together with accrued interest to the redemption date. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the notes, the Company may be required to repurchase all of the applicable notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.
Each applicable supplemental indenture for the notes contains certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture. As of December 31, 2021, the Company was in compliance with each of these covenants.
American Tower Subsidiary Debt
Securitizations
The Company has several securitizations in place. Cash flows generated by the sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to service the securitized debt and other obligations arising out of the securitizations. The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries.
American Tower Secured Revenue Notes, Series 2015-1, Class A and Series 2015-2, Class A—In May 2015, GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”), one of the Company’s wholly owned subsidiaries, refinanced existing debt with cash on hand and proceeds from a private issuance (the “2015 Securitization”) of $350.0 million of American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”) and $525.0 million of American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes,” and together with the Series 2015-1 Notes, the “2015 Notes”).
The 2015 Notes were issued by GTP Acquisition Partners pursuant to a Third Amended and Restated Indenture and related series supplements, each dated as of May 29, 2015 (collectively, the “2015 Indenture”), between GTP Acquisition Partners and its subsidiaries (the “GTP Entities”) and The Bank of New York Mellon, as trustee. The effective weighted average life and interest rate of the 2015 Notes was 8.1 years and 3.029%, respectively, as of the date of issuance.
Repayment of Series 2015-1 Notes—On the June 2020 payment date, the Company repaid the entire $350.0 million aggregate principal amount outstanding under the Series 2015-1 Notes, pursuant to the terms of the agreements governing such securities. The repayment was funded with cash on hand.
The outstanding Series 2015-2 Notes are secured by (i) mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,531 communications sites (the “2015 Secured Sites”) owned by the GTP Entities and their operating cash flows, (ii) a security interest in substantially all of the personal property and fixtures of the GTP Entities, including GTP Acquisition Partners’ equity interests in its subsidiaries and (iii) the rights of the GTP Entities under a management agreement. American Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed
F-34
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment obligations.
Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Series 2018-1, Subclass R—On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization”), in which the American Tower Trust I (the “Trust”) issued $500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”). To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities.
The Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities” and, together with the 2018 Securities the “Trust Securities”) issued in a securitization transaction in March 2013 (the “2013 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) remain outstanding and are subject to the terms of the Second Amended and Restated Trust and Servicing Agreement entered into in connection with the 2018 Securitization.
The assets of the Trust consist of a nonrecourse loan (the “Loan”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”). The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT Asset Subs’ interests in 5,113 broadcast and wireless communications towers and related assets (the “Trust Sites”).
The component of the Loan corresponding to the Series 2013-2A Securities also remains outstanding and is subject to the terms of the Second Amended and Restated Loan and Security Agreement among the Trust and the AMT Asset Subs, dated as of March 29, 2018 (the “Loan Agreement”). The Loan Agreement includes terms and conditions, including with respect to secured assets, substantially consistent with the First Amended and Restated Loan and Security Agreement dated as of March 15, 2013. The 2018 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Loan Agreement and were issued in two separate subclasses of the same series. The 2018 Securities represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities. The Series 2018-1A Securities have an interest rate of 3.652% and the Series 2018-1R Securities have an interest rate of 4.459%. The 2018 Securities have an expected life of approximately ten years with a final repayment date in March 2048. Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2018 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components.
The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the Trust Sites and their operating cash flows, (2) a security interest in substantially all of the AMT Asset Subs’ personal property and fixtures and (3) the AMT Asset Subs’ rights under that certain management agreement among the AMT Asset Subs and SpectraSite Communications, LLC entered into in March 2013. American Tower Holding Sub, LLC (the “Guarantor”), whose only material assets are its equity interests in each of the AMT Asset Subs, and American Tower Guarantor Sub, LLC whose only material asset is its equity interests in the Guarantor, have each guaranteed repayment of the Loan and pledged their equity interests in their respective subsidiary or subsidiaries as security for such payment obligations.
Under the terms of the Loan Agreement and the 2015 Indenture, amounts due will be paid from the cash flows generated by the Trust Sites or the 2015 Secured Sites, respectively, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the Loan Agreement or 2015 Indenture, as applicable. On a monthly basis, after payment of all required amounts under the Loan Agreement or 2015 Indenture, as applicable, including interest payments, subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, which can then be distributed to, and used by, the Company.
In order to distribute any excess cash flow to the Company, the AMT Asset Subs and GTP Acquisition Partners must each maintain a specified debt service coverage ratio (the “DSCR”), which is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Loan or the 2015 Notes, as applicable, that will be outstanding on the payment date following such date of determination. If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any quarter, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the AMT Asset Subs or GTP Acquisition Partners, as applicable. The funds in the Cash Trap Reserve
F-35
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
Additionally, an “amortization period” commences if, as of the end of any calendar quarter, the DSCR is equal to or below 1.15x (the “Minimum DSCR”) and will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters. With respect to the Trust Securities, an “amortization period” also commences if, on the anticipated repayment date the component of the Loan corresponding to the applicable subclass of the Trust Securities has not been repaid in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full. If the Series 2015-2 Notes have not been repaid in full on the applicable anticipated repayment date, additional interest will accrue on the unpaid principal balance of the Series 2015-2 Notes, and such notes will begin to amortize on a monthly basis from excess cash flow. During an amortization period, all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment date.
The Loan and the Series 2015-2 Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration. If the prepayment occurs within 18 months of the anticipated repayment date with respect to the Series 2013-2A Securities or the Series 2015-2 Notes, or 36 months of the anticipated repayment date with respect to the Series 2018 Securities, no prepayment consideration is due.
The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, the AMT Asset Subs and the GTP Entities, as applicable, are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the Loan Agreement or the 2015 Indenture, as applicable). The organizational documents of the AMT Asset Subs and the GTP Entities contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors. The Loan Agreement and the 2015 Indenture also contain certain covenants that require the AMT Asset Subs or GTP Acquisition Partners, as applicable, to provide the respective trustee with regular financial reports and operating budgets, promptly notify such trustee of events of default and material breaches under the Loan Agreement and other agreements related to the Trust Sites or the 2015 Indenture and other agreements related to the 2015 Secured Sites, as applicable, and allow the applicable trustee reasonable access to the sites, including the right to conduct site investigations.
A failure to comply with the covenants in the Loan Agreement or the 2015 Indenture could prevent the AMT Asset Subs or GTP Acquisition Partners, as applicable, from distributing excess cash flow to the Company. Furthermore, if the AMT Asset Subs or GTP Acquisition Partners were to default on the Loan or the Series 2015-2 Notes, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the Trust Sites or the 2015 Secured Sites, respectively, in which case the Company could lose the revenue associated with those assets. With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
Further, under the Loan Agreement and the 2015 Indenture, the AMT Asset Subs or GTP Acquisition Partners, respectively, are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, under the 2015 Indenture and in certain circumstances under the Loan Agreement, to reserve a portion of advance rents from tenants on the Trust Sites. Based on the terms of the Loan Agreement and the 2015 Indenture, all rental cash receipts received for each month are reserved for the succeeding month and held in an account controlled by the applicable trustee and then released. The $251.8 million held in the reserve accounts with respect to the Trust Securitizations and the $107.0 million held in the reserve accounts with respect to the 2015 Securitization as of December 31, 2021 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.
India Indebtedness*—*The India indebtedness includes several working capital facilities, most of which are subject to annual renewal, and an overdraft facility. The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based Lending Rate (as defined in the applicable agreement), plus a spread. Generally, the working capital facilities are payable on demand prior to maturity. The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate at the time of borrowing plus a spread. As of December 31, 2021, the Company has not borrowed under these facilities.
F-36
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2021 (in millions, except percentages):
| Amount Outstanding (INR) | Amount Outstanding (USD) | Interest Rate (Range) | Maturity Date (Range) | |||||||||||||||||||||||
| Working capital facilities (1) | — | $ | — | 5.09% -8.75% | February 4, 2022 - October 23, 2022 | |||||||||||||||||||||
| Overdraft facility (2) | — | $ | — | N/A | September 14, 2022 |
(1) 7.70 billion Indian Rupees (“INR”) ($103.5 million) of borrowing capacity as of December 31, 2021.
(2) 380.0 million INR ($5.1 million) of borrowing capacity as of December 31, 2021.
Other Subsidiary Debt*—*The Company’s other subsidiary debt as of December 31, 2021 includes (i) a note entered into by one of the Company’s subsidiaries in October 2018 in connection with the acquisition of sites in Kenya (the “Kenya Debt”) and (ii) U.S. subsidiary debt related to a seller-financed acquisition (the “U.S. Subsidiary Debt”).
As of December 31, 2020, other subsidiary debt also included a long-term credit facility entered into by one of the Company’s Colombian subsidiaries in October 2014 (the “Colombian Credit Facility”).
Amounts outstanding and key terms of other subsidiary debt consisted of the following as of December 31, (in millions, except percentages):
| Carrying Value (Denominated Currency) (1) | Carrying Value (USD) (1) | Interest Rate | Maturity Date | |||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||
| Colombian Credit Facility (2) | — | 40,000.0 | $ | — | $ | 11.6 | N/A | N/A | ||||||||||||||||||||||||||||||
| Kenya Debt (3) | 7.4 | 20.1 | $ | 7.4 | $ | 20.1 | 8.00 | % | September 30, 2023 | |||||||||||||||||||||||||||||
| U.S. Subsidiary Debt (4) | 0.6 | 1.2 | $ | 0.6 | $ | 1.2 | — | % | January 1, 2022 | |||||||||||||||||||||||||||||
(1) Includes applicable deferred financing costs.
(2) Denominated in Colombian Pesos (“COP”), with an original principal amount of 200.0 billion COP. Debt accrued interest at a variable rate. The loan agreement for the Colombian Credit Facility required that the borrower managed exposure to variability in interest rates on certain of the amounts outstanding under the Colombian Credit Facility. On the April 24, 2021 maturity date, all amounts outstanding under the Colombia Credit Facility were repaid.
(3) Denominated in USD, with an original principal amount of $51.8 million. The loan agreement for the Kenya Debt requires that the debt be paid either (i) in future installments subject to the satisfaction of specified conditions or (ii) three years from the note origination date with an optional two year extension. In October 2021, the optional two year extension was exercised.
(4) Related to a seller-financed acquisition. Denominated in USD with an original principal amount of $2.5 million.
Each of the agreements governing the other subsidiary debt contains contractual covenants and other restrictions. Failure to comply with certain of the financial and operating covenants could constitute a default under the applicable debt agreement, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
InSite Debt*—*The InSite Debt included securitizations entered into by certain InSite subsidiaries. The Company acquired this debt in connection with the InSite Acquisition. The InSite Debt was recorded at fair value upon acquisition. On January 15, 2021, the Company repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition. The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and cash on hand.
CoreSite Debt*—*The CoreSite Debt included senior unsecured notes previously entered into by CoreSite. The Company acquired this debt in connection with the CoreSite Acquisition. The CoreSite Debt was recorded at fair value upon the closing of the CoreSite Acquisition. On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $962.9 million, including $80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
F-37
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
As of December 31, 2021, the key terms of the CoreSite Debt were as follows:
| Carrying Value | Interest Rate | Maturity Date | ||||||||||||||||||
| 2021 | ||||||||||||||||||||
| 2023 Senior unsecured notes | $ | 156.7 | 4.19 | % | June 15, 2023 | |||||||||||||||
| 2024 Senior unsecured notes | 185.1 | 3.91 | % | April 20, 2024 | ||||||||||||||||
| 2026 Senior unsecured notes | 219.4 | 4.11 | % | April 17, 2026 | ||||||||||||||||
| 2027 Senior unsecured notes | 163.9 | 3.75 | % | May 6, 2027 | ||||||||||||||||
| 2029 Senior unsecured notes | 230.0 | 4.31 | % | April 17, 2029 | ||||||||||||||||
| Total CoreSite Debt | $ | 955.1 |
Finance Lease Obligations—The Company’s finance lease obligations approximated $31.6 million and $27.9 million as of December 31, 2021 and 2020, respectively. Finance lease obligations are described further in note 4.
Maturities—Aggregate principal maturities of long-term debt, including finance leases, for the next five years and thereafter are expected to be:
| Fiscal Year | Amount | |||||||
| 2022 | $ | 4,568.7 | ||||||
| 2023 | 4,512.7 | |||||||
| 2024 | 3,091.0 | |||||||
| 2025 | 8,134.5 | |||||||
| 2026 | 3,370.1 | |||||||
| Thereafter | 19,820.5 | |||||||
| Total cash obligations | 43,497.5 | |||||||
| Unamortized discounts, premiums and debt issuance costs and fair value adjustments, net | (243.3) | |||||||
| Balance as of December 31, 2021 | $ | 43,254.2 |
9. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
| As of | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Unearned revenue | $ | 540.2 | $ | 576.1 | |||||||
| Other miscellaneous liabilities | 649.6 | 408.5 | |||||||||
| Other non-current liabilities | $ | 1,189.8 | $ | 984.6 |
10. ASSET RETIREMENT OBLIGATIONS
The changes in the carrying amount of the Company’s asset retirement obligations were as follows:
| 2021 | 2020 | ||||||||||
| Beginning balance as of January 1, | $ | 1,571.3 | $ | 1,384.1 | |||||||
| Additions | 361.9 | 94.2 | |||||||||
| Accretion expense | 108.5 | 90.8 | |||||||||
| Revisions in estimates (1) | (30.3) | 8.3 | |||||||||
| Settlements | (8.4) | (6.1) | |||||||||
| Balance as of December 31, | $ | 2,003.0 | $ | 1,571.3 |
(1)Revisions in estimates include decreases to the liability of $62.0 million and $42.1 million related to foreign currency translation for the years ended December 31, 2021 and 2020, respectively.
As of December 31, 2021, the estimated undiscounted future cash outlay for asset retirement obligations was $4.2 billion.
F-38
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
11. FAIR VALUE MEASUREMENTS
The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Below are the three levels of inputs that may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Items Measured at Fair Value on a Recurring Basis—The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||
| Fair Value Measurements Using | Fair Value Measurements Using | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | — | $ | 11.0 | — | — | $ | 29.2 | — | ||||||||||||||||||||||||
| Investments in equity securities (1) | $ | 37.1 | — | — | — | $ | 6.0 | — | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | — | — | — | — | $ | 0.1 | — | |||||||||||||||||||||||||
| Fair value of debt related to interest rate swap agreements (2) | $ | 12.2 | — | — | $ | 31.4 | — | — |
(1) Investments in equity securities are recorded in Notes receivable and other non-current assets in the consolidated balance sheet at fair value. Unrealized holding gains and losses for equity securities are recorded in Other income (expense) in the consolidated statements of operations in the current period. During the year ended December 31, 2021, the Company recognized unrealized gains of $6.1 million for equity securities held as of December 31, 2021.
(2) Included in the carrying values of the corresponding debt obligations.
Interest Rate Swap Agreements
The fair value of the Company’s interest rate swap agreements is determined using pricing models with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data. For derivative instruments that are designated and qualify as fair value hedges, changes in the value of the derivatives are recognized in the consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk. For derivative instruments that are designated and qualify as cash flow hedges, the Company records the change in fair value for the effective portion of the cash flow hedges in AOCL in the consolidated balance sheets and reclassifies a portion of the value from AOCL into Interest expense on a quarterly basis as the cash flows from the hedged item affects earnings. The Company records the settlement of interest rate swap agreements in (Loss) gain on retirement of long-term obligations in the consolidated statements of operations in the period in which the settlement occurs.
The Company entered into three interest rate swap agreements with an aggregate notional value of $500.0 million related to the 3.000% senior unsecured notes due 2023 (the “3.000% Notes”). These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge against changes in fair value of the 3.000% Notes resulting from changes in interest rates. The interest rate swap agreements require the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 3.000% through June 15, 2023.
The Company entered into three interest rate swap agreements with an aggregate notional value of $600.0 million related to the 2.250% Notes. These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge against changes in fair value of the 2.250% Notes resulting from changes in interest rates. The interest rate swap agreements required the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 2.250% through January 15, 2022. The interest rate swap agreements expired upon repayment of the 2.250% Notes in full on January 14, 2022 upon maturity.
F-39
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The fair value of the interest rate swap agreements in the United States at December 31, 2021 and 2020 was $11.0 million and $29.2 million, respectively, and was included in Other non-current assets on the consolidated balance sheets. During the year ended December 31, 2021, the Company recorded net fair value adjustments of $0.9 million related to interest rate swaps and the change in fair value of debt due to interest rate swaps in Other expense in the consolidated statements of operations.
One of the Company’s Colombian subsidiaries was party to an interest rate swap agreement with certain lenders under the Colombian Credit Facility (the “Colombia Interest Rate Swap”). The Colombia Interest Rate Swap, which was designated as a cash flow hedge at inception, was entered into to manage exposure to variability in interest rates on debt. The Colombia Interest Rate Swap required the payment of a fixed interest rate of 5.37% and paid variable interest at the three-month Inter-bank Rate through the earlier of termination of the underlying debt or April 24, 2021.
On April 24, 2021, the interest rate swap agreement with certain lenders under the Colombian Credit Facility expired upon maturity of the underlying debt. As of December 31, 2021, there were no amounts outstanding under the Colombia Interest Rate Swap. The fair value of the Colombia Interest Rate Swap as of December 31, 2020 was less than $0.1 million and was included in Other non-current liabilities on the consolidated balance sheets.
Items Measured at Fair Value on a Nonrecurring Basis
Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs.
During the year ended December 31, 2021, certain long-lived assets held and used with a carrying value of $49.0 billion were written down to their net realizable value as a result of an asset impairment charge of $173.7 million. During the year ended December 31, 2020, certain long-lived assets held and used with a carrying value of $24.1 billion were written down to their net realizable value as a result of an asset impairment charge of $222.8 million. The asset impairment charges are recorded in Other operating expenses in the accompanying consolidated statements of operations. These adjustments were determined by comparing the estimated fair value utilizing projected future discounted cash flows to be provided from the long-lived assets to the asset’s carrying value.
There were no other items measured at fair value on a nonrecurring basis during the year ended December 31, 2021.
Fair Value of Financial Instruments—The Company’s financial instruments for which the carrying value reasonably approximates fair value at December 31, 2021 and 2020 include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. The Company’s estimates of fair value of its long-term obligations, including the current portion, are based primarily upon reported market values. For long-term debt not actively traded, fair value is estimated using either indicative price quotes or a discounted cash flow analysis using rates for debt with similar terms and maturities. As of December 31, 2021, the carrying value and fair value of long-term obligations, including the current portion, were $43.3 billion and $44.1 billion, respectively, of which $28.5 billion was measured using Level 1 inputs and $15.6 billion was measured using Level 2 inputs. As of December 31, 2020, the carrying value and fair value of long-term obligations, including the current portion, were $29.3 billion and $31.4 billion, respectively, of which $24.0 billion was measured using Level 1 inputs and $7.4 billion was measured using Level 2 inputs.
12. INCOME TAXES
Beginning in the taxable year ended December 31, 2012, the Company has filed, and intends to continue to file, U.S. federal income tax returns as a REIT, and its domestic TRSs filed, and intend to continue to file, separate tax returns as required. The Company also files tax returns in various states and countries. The Company’s state tax returns reflect different combinations of the Company’s subsidiaries and are dependent on the connection each subsidiary has with a particular state and form of organization. The following information pertains to the Company’s income taxes on a consolidated basis.
F-40
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The income tax provision from continuing operations consisted of the following:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | (26.0) | $ | 8.7 | $ | (1.7) | |||||||||||
| State | (9.3) | (10.7) | (5.0) | ||||||||||||||
| Foreign | (267.7) | (150.1) | (48.2) | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | 0.0 | (1.0) | 1.4 | ||||||||||||||
| State | (2.5) | (1.0) | 0.5 | ||||||||||||||
| Foreign | 43.7 | 24.5 | 53.2 | ||||||||||||||
| Income tax (provision) benefit | $ | (261.8) | $ | (129.6) | $ | 0.2 |
The effective tax rate (“ETR”) on income from continuing operations for the years ended December 31, 2021, 2020 and 2019 differs from the federal statutory rate primarily due to the Company’s qualification for taxation as a REIT, as well as adjustments for state and foreign items. As a REIT, the Company may deduct earnings distributed to stockholders against the income generated by its REIT operations. In addition, the Company is able to offset certain income by utilizing its remaining NOLs, subject to specified limitations.
For the year ended December 31, 2021, the change in the income tax provision was primarily attributable to increases in reserves for uncertain tax positions and tax audit settlements, primarily in the United States and Mexico, in the current year.
In 2019, there was an income tax law change in India that allows companies to elect into an optional concessional tax regime. The new regime allows for a lower effective tax rate from approximately 35% to approximately 25% and no minimum alternative tax, while disallowing the benefit of the minimum alternative tax credits. As a result, the Company recorded a $113.0 million one-time tax benefit during the year ended December 31, 2019 arising from revaluing its net deferred tax liability.
Reconciliation between the U.S. statutory rate and the effective rate from continuing operations is as follows:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Statutory tax rate | 21 | % | 21 | % | 21 | % | |||||||||||
| Adjustment to reflect REIT status (1) | (21) | (21) | (21) | ||||||||||||||
| Foreign taxes | 3 | 4 | 3 | ||||||||||||||
| Foreign withholding taxes | 2 | 3 | 3 | ||||||||||||||
| Uncertain tax positions | 4 | 1 | 1 | ||||||||||||||
| Changes in tax laws | — | — | (6) | ||||||||||||||
| Impact from restructuring | — | — | (1) | ||||||||||||||
| Changes in valuation allowance | (0) | (1) | — | ||||||||||||||
| Effective tax rate | 9 | % | 7% | (0)% |
(1) As a result of the ability to utilize the dividends paid deduction to offset the Company’s REIT income and gains.
The domestic and foreign components of income from continuing operations before income taxes are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| United States | $ | 2,517.4 | $ | 1,683.0 | $ | 1,527.0 | |||||||||||
| Foreign | 312.0 | 138.1 | 389.4 | ||||||||||||||
| Total | $ | 2,829.4 | $ | 1,821.1 | $ | 1,916.4 |
F-41
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The components of the net deferred tax asset and liability and related valuation allowance were as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||
| Assets: | |||||||||||
| Operating lease liability | $ | 1,171.8 | $ | 837.1 | |||||||
| Net operating loss carryforwards | 270.1 | 327.1 | |||||||||
| Accrued asset retirement obligations | 228.0 | 187.8 | |||||||||
| Stock-based compensation | 7.0 | 9.2 | |||||||||
| Unearned revenue | 36.7 | 34.6 | |||||||||
| Unrealized loss on foreign currency | 22.0 | 4.9 | |||||||||
| Other accruals and allowances | 90.1 | 83.4 | |||||||||
| Nondeductible interest | 76.2 | 60.9 | |||||||||
| Tax credits | 82.4 | 49.3 | |||||||||
| Items not currently deductible and other | 45.4 | 16.5 | |||||||||
| Liabilities: | |||||||||||
| Depreciation and amortization | (2,128.2) | (1,140.3) | |||||||||
| Right-of-use asset | (1,160.7) | (824.0) | |||||||||
| Deferred rent | (108.1) | (92.9) | |||||||||
| Investment in affiliate (1) | (0.6) | (60.4) | |||||||||
| Other | (2.1) | (1.1) | |||||||||
| Subtotal | (1,370.0) | (507.9) | |||||||||
| Valuation allowance | (329.3) | (228.5) | |||||||||
| Net deferred tax liabilities | $ | (1,699.3) | $ | (736.4) |
(1) Includes basis difference associated with investment in subsidiary related to the InSite Acquisition.
The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Valuation allowances may be reversed if, based on changes in facts and circumstances, the net deferred tax assets have been determined to be realizable.
At December 31, 2021 and 2020, the Company has provided a valuation allowance of $329.3 million and $228.5 million, respectively, which primarily relates to foreign items. The increase in the valuation allowance for the year ending December 31, 2021 is due to uncertainty as to the timing of, and the Company’s ability to recover, net deferred tax assets in certain foreign operations in the foreseeable future, offset by reversals and fluctuations in foreign currency exchange rates. The amount of deferred tax assets considered realizable, however, could be adjusted if objective evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth.
A summary of the activity in the valuation allowance is as follows:
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Balance as of January 1, | $ | 228.5 | $ | 194.2 | $ | 151.9 | ||||||||||||||
| Additions (1) | 146.3 | 64.7 | 42.5 | |||||||||||||||||
| Usage, expiration and reversals | (26.2) | (22.0) | — | |||||||||||||||||
| Foreign currency translation | (19.3) | (8.4) | (0.2) | |||||||||||||||||
| Balance as of December 31, | $ | 329.3 | $ | 228.5 | $ | 194.2 |
(1) Includes net charges to expense and allowances established due to acquisition.
The recoverability of the Company’s deferred tax assets has been assessed utilizing projections based on its current operations. Accordingly, the recoverability of the deferred tax assets is not dependent on material asset sales or other non-routine transactions. Based on its current outlook of future taxable income during the carryforward period, the Company believes that deferred tax assets, other than those for which a valuation allowance has been recorded, will be realized.
F-42
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
At December 31, 2021, the Company had net federal, state and foreign operating loss carryforwards available to reduce future taxable income. If not utilized, the Company’s NOLs expire as follows:
| Years ended December 31, | Federal | State | Foreign | ||||||||||||||
| 2022 to 2026 | $ | 0.0 | $ | 260.5 | $ | 11.7 | |||||||||||
| 2027 to 2031 | 0.0 | 121.9 | 45.2 | ||||||||||||||
| 2032 to 2036 | 23.6 | 71.7 | 4.3 | ||||||||||||||
| 2037 to 2041 | 43.2 | 245.5 | 8.6 | ||||||||||||||
| Indefinite carryforward | 281.6 | 150.8 | 886.6 | ||||||||||||||
| Total | $ | 348.4 | $ | 850.4 | $ | 956.4 |
As of December 31, 2021 and 2020, the total amount of unrecognized tax benefits that would impact the ETR, if recognized, is $94.8 million and $105.9 million, respectively. The amount of unrecognized tax benefits for the year ended December 31, 2021 includes additions to the Company’s existing tax positions of $32.0 million.
The Company expects the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe, or if the applicable statute of limitations lapses. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $35.1 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Balance at January 1 | $ | 136.2 | $ | 175.6 | $ | 107.7 | |||||||||||
| Additions based on tax positions related to the current year | 7.5 | 4.7 | 33.3 | ||||||||||||||
| Additions and reductions for tax positions of prior years (1) (2) | (17.5) | (5.0) | 37.5 | ||||||||||||||
| Foreign currency | (3.7) | (9.6) | (1.6) | ||||||||||||||
| Reduction as a result of the lapse of statute of limitations | (4.9) | (26.0) | (1.3) | ||||||||||||||
| Reduction as a result of effective settlements | (8.8) | (3.5) | — | ||||||||||||||
| Balance at December 31 | $ | 108.8 | $ | 136.2 | $ | 175.6 |
(1) Year ended December 31, 2021 includes adjustments of $(16.6) million due to a reclassification of unrecognized tax benefits to penalties and income tax-related interest expense.
(2) Year ended December 31, 2020 includes adjustments of $(21.0) million for positions related to the Eaton Towers Acquisition that were revised in connection with settlements or effective settlements.
During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $54.2 million in the liability for unrecognized tax benefits. During the year ended December 31, 2020, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $50.5 million. During the year ended December 31, 2019, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, which resulted in a decrease of $2.5 million in the liability for unrecognized tax benefits.
The Company recorded penalties and tax-related interest expense to the tax provision of $69.5 million, $16.4 million and $10.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2021, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $14.6 million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled. In addition, as a result of a settlement in the United States, $45.8 million has been reclassified to Accrued income tax payable as of December 31, 2021. During the years ended December 31, 2020 and 2019, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $4.8 million and $2.7 million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.
As of December 31, 2021 and 2020, the total amount of accrued income tax-related interest and penalties included in the consolidated balance sheets were $42.3 million and $34.4 million, respectively.
F-43
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company has filed for prior taxable years, and for its taxable year ended December 31, 2021 will file, numerous consolidated and separate income tax returns, including U.S. federal and state tax returns and foreign tax returns. The Company is subject to examination in the United States and various state and foreign jurisdictions for certain tax years. As a result of the Company’s ability to carryforward federal, state and foreign NOLs, the applicable tax years generally remain open to examination several years after the applicable loss carryforwards have been used or have expired. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. The Company believes that adequate provisions have been made for income taxes for all periods through December 31, 2021.
13. STOCK-BASED COMPENSATION
Summary of Stock-Based Compensation Plans—The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees. The Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards. Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant. Equity awards typically vest ratably, generally over four years for RSUs and stock options and three years for PSUs. Stock options generally expire 10 years from the date of grant. As of December 31, 2021, the Company had the ability to grant stock-based awards with respect to an aggregate of 5.9 million shares of common stock under the 2007 Plan. In connection with the CoreSite Acquisition, the Company assumed the remaining shares previously available for issuance under a plan approved by the CoreSite shareholders, which converted into 1.4 million shares of the Company’s common stock. These shares will be available for issuance under the 2007 Plan, however, will only be available for grants to certain employees and will not be available for issuance beyond the period when they would have been available under the CoreSite plan, or March 20, 2023, at which time they will no longer be available for grant. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.
During the years ended December 31, 2021, 2020 and 2019, the Company recorded the following stock-based compensation expenses:
| 2021 (1) | 2020 (2) | 2019 (2) | |||||||||||||||
| Stock-based compensation expense | $ | 119.5 | $ | 120.8 | $ | 111.4 |
(1)For the year ended December 31, 2021, stock-based compensation expense consisted of $119.5 million, included in selling, general, administrative and development expense.
(2)For the years ended December 31, 2020 and 2019, stock-based compensation expense consisted of (i) $1.9 million and $1.8 million, respectively, included in Property costs of operations, (ii) $1.1 million and $1.0 million, respectively, included in Services costs of operations and (iii) $117.8 million and $108.6 million, respectively, included in selling, general, administrative and development expense. For the years ended December 31, 2020 and 2019, stock-based compensation expense capitalized as property and equipment was $1.7 million and $1.6 million, respectively.
Stock Options—There were no options granted during the years ended December 31, 2021, 2020 and 2019. The fair values of previously granted stock options were estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions at the date of grant.
The intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $176.7 million, $176.3 million and $145.5 million, respectively. As of December 31, 2021, there was no unrecognized compensation expense related to unvested stock options. The amount of cash received from the exercise of stock options was $82.5 million during the year ended December 31, 2021.
F-44
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company’s option activity for the year ended December 31, 2021 was as follows (share and per share data disclosed in full amounts):
| Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Outstanding as of January 1, 2021 | 2,016,261 | $88.36 | ||||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Exercised | (948,262) | 87.00 | ||||||||||||||||||||||||
| Forfeited | — | — | ||||||||||||||||||||||||
| Expired | — | — | ||||||||||||||||||||||||
| Outstanding as of December 31, 2021 | 1,067,999 | $89.57 | 3.05 | $216.7 | ||||||||||||||||||||||
| Exercisable as of December 31, 2021 | 1,067,999 | $89.57 | 3.05 | $216.7 | ||||||||||||||||||||||
| Vested as of December 31, 2021 | 1,067,999 | $89.57 | 3.05 | $216.7 |
The following table sets forth information regarding options outstanding at December 31, 2021 (share and per share data disclosed in full amounts):
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||
| Range of Exercise Price Per Share | Outstanding Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Life (Years) | Options Exercisable | Weighted Average Exercise Price Per Share | |||||||||||||||||||||||||||
| $62.00 - $77.75 | 93,992 | $ | 76.13 | 1.14 | 93,992 | $ | 76.13 | |||||||||||||||||||||||||
| $81.18 - $94.23 | 305,211 | 81.52 | 2.25 | 305,211 | 81.52 | |||||||||||||||||||||||||||
| $94.57 - $94.71 | 649,820 | 94.64 | 3.66 | 649,820 | 94.64 | |||||||||||||||||||||||||||
| $99.67 - $121.15 | 18,976 | 111.95 | 4.44 | 18,976 | 111.95 | |||||||||||||||||||||||||||
| $62.00 - $121.15 | 1,067,999 | $ | 89.57 | 3.05 | 1,067,999 | $ | 89.57 |
Restricted Stock Units and Performance-Based Restricted Stock Units—The Company’s RSU and PSU activity for the year ended December 31, 2021 was as follows (share and per share data disclosed in full amounts):
| RSUs | Weighted Average Grant Date Fair Value | PSUs | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding as of January 1, 2021 (1) | 1,245,075 | $ | 188.23 | 320,510 | $ | 177.22 | |||||||||||||||||
| Granted (2) | 555,498 | 206.34 | 109,993 | 205.58 | |||||||||||||||||||
| CoreSite replacement awards (3) | 134,469 | 288.49 | — | — | |||||||||||||||||||
| Vested and Released (4) | (580,272) | 170.90 | (162,882) | 145.08 | |||||||||||||||||||
| Forfeited | (56,592) | 205.80 | — | — | |||||||||||||||||||
| Outstanding as of December 31, 2021 | 1,298,178 | $ | 213.35 | 267,621 | $ | 208.44 | |||||||||||||||||
| Expected to vest as of December 31, 2021 | 1,298,178 | $ | 213.35 | 267,621 | $ | 208.44 | |||||||||||||||||
| Vested and deferred as of December 31, 2021 (5) | 17,121 | $ | 202.61 | — | $ | — |
F-45
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs and the 2019 PSUs (each as defined below), or 70,739 and 86,889 shares, respectively, and the shares issuable at the end of the three-year vesting period for the PSUs granted in 2018 (the “2018 PSUs”), based on achievement against the performance metrics for the three-year performance period, or 162,882 shares.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2021 PSUs (as defined below), or 98,694 shares. PSUs also includes the shares above target that are issuable for the 2019 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the three-year performance period, or 11,299 shares.
(3)As discussed in note 6, pursuant to the terms of the CoreSite Acquisition, the Company issued the CoreSite Replacement Awards. The CoreSite Replacement Awards will continue to vest in accordance with the terms of CoreSite’s equity plan. The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services to be recorded as stock-based compensation over the remaining vesting period. As of December 31, 2021, total unrecognized compensation expense related to the CoreSite Replacement Awards was $21.7 million and is expected to be recognized over a weighted average period of approximately two years.
(4)Includes 58,204 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2018 PSUs. There are no additional shares to be earned related to the 2018 PSUs.
(5)Vested and deferred RSUs are related to deferred compensation for certain former employees.
The total fair value of RSUs and PSUs that vested during the year ended December 31, 2021 was $159.5 million.
*Restricted Stock Units—*As of December 31, 2021, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $152.1 million and is expected to be recognized over a weighted average period of approximately two years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).
*Performance-Based Restricted Stock Units—*During the years ended December 31, 2021, 2020 and 2019, the Company’s Compensation Committee granted an aggregate of 98,694 PSUs (the “2021 PSUs”), 110,925 PSUs (the “2020 PSUs”) and 114,823 PSUs (the “2019 PSUs”), respectively, to its executive officers and established the performance metrics for these awards. During the year ended December 31, 2020, in connection with the retirement of the Company’s former Chief Executive Officer, an aggregate of 68,120 shares underlying the 2020 PSUs and the 2019 PSUs were forfeited, which included the target number of shares issuable at the end of the three-year performance period for such executive’s 2020 PSUs and the pro-rated target number of shares issuable at the end of the three-year performance period for such executive’s 2019 PSUs as calculated pursuant to the award agreement related to the 2019 PSUs.
Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 2021 PSUs, the 2020 PSUs and the 2019 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero to 200% of the target amounts. At the end of each three-year performance period, the number of shares that vest will depend on the degree of achievement against the pre-established performance goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
During the year ended December 31, 2021, the Company recorded $18.0 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at December 31, 2021 was $6.1 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted-average period over which the cost will be recognized is approximately two years.
14. REDEEMABLE NONCONTROLLING INTERESTS
India Redeemable Noncontrolling Interests—On April 21, 2016, the Company, through its wholly owned subsidiary, ATC Asia Pacific Pte. Ltd., acquired a 51% controlling ownership interest in ATC TIPL (formerly Viom), a telecommunications infrastructure company that owns and operates wireless communications towers and indoor DAS networks in India (the “Viom Acquisition”), which was subsequently merged with the Company’s existing India property operations.
In connection with the Viom Acquisition, the Company, through one of its subsidiaries, entered into a shareholders agreement (the “Shareholders Agreement”) with Viom and the following remaining Viom shareholders: Tata Sons Limited (“Tata Sons”), Tata Teleservices Limited (“Tata Teleservices”), IDFC Private Equity Fund III (“IDFC”), Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (together, “Macquarie,” and, collectively with Tata Sons, Tata Teleservices and IDFC, the “Remaining Shareholders”).
The Shareholders Agreement provided the Remaining Shareholders with put options, which allowed them to sell outstanding shares of ATC TIPL to the Company, and the Company with call options, which allowed it to buy the noncontrolling shares of
F-46
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
ATC TIPL. The put options, which were not under the Company’s control, could not be separated from the noncontrolling interests. As a result, the combination of the noncontrolling interests and the redemption feature required classification as redeemable noncontrolling interests in the consolidated balance sheet, separate from equity.
During the year ended December 31, 2019, the Company redeemed 50% of Tata Teleservices and Tata Sons’ combined holdings of ATC TIPL and 100% of IDFC’s holdings of ATC TIPL, for total consideration of INR 29.4 billion ($425.7 million at the date of redemption). As a result of the redemption, the Company’s controlling interest in ATC TIPL increased from 63% to 79% and the noncontrolling interest decreased from 37% to 21%.
During the year ended December 31, 2020, the Company redeemed 100% of Tata Teleservices and Tata Sons’ remaining combined holdings of ATC TIPL, for total consideration of INR 24.8 billion ($337.3 million at the date of redemption). As a result of the redemption, the Company’s controlling interest in ATC TIPL increased from 79% to 92% and the noncontrolling interest decreased from 21% to 8%.
During the year ended December 31, 2021, the Company redeemed 100% of Macquarie’s combined holdings in ATC TIPL, for total consideration of INR 12.9 billion (approximately $173.2 million at the date of redemption). The redemption is reflected in the consolidated statements of equity as (i) an increase in Additional Paid-in Capital of $84.2 million and (ii) an increase in Accumulated other comprehensive loss of $46.3 million. As a result of the redemption, the Company now holds a 100% ownership interest in ATC TIPL.
Other Redeemable Noncontrolling Interests—During the year ended December 31, 2020, the Company completed the acquisition of MTN Group Limited’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including a net adjustment of $1.4 million made during the three months ended March 31, 2020, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owned and operated wireless communications towers in France. During the year ended December 31, 2021, the Company liquidated its interests in Eure-et-Loir for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption).
The changes in Redeemable noncontrolling interests for the years ended December 31, 2021, 2020 and 2019 were as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Balance as of January 1, | $ | 212.1 | $ | 1,096.5 | $ | 1,004.8 | ||||||||||||||
| Additions to redeemable noncontrolling interests | — | — | 525.7 | |||||||||||||||||
| Net income attributable to noncontrolling interests | 6.4 | 6.6 | 35.8 | |||||||||||||||||
| Adjustment to noncontrolling interest redemption value | 1.2 | (14.0) | (35.8) | |||||||||||||||||
| Adjustment to noncontrolling interest due to purchase | (37.9) | — | — | |||||||||||||||||
| Purchase of redeemable noncontrolling interest | (175.7) | (861.7) | (425.7) | |||||||||||||||||
| Foreign currency translation adjustment attributable to noncontrolling interests | (6.1) | (15.3) | (8.3) | |||||||||||||||||
| Balance as of December 31, | $ | — | $ | 212.1 | $ | 1,096.5 |
15. EQUITY
Dividends—The Company may pay dividends in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock.
Sales of Equity Securities—The Company receives proceeds from sales of its equity securities pursuant to the ESPP and upon exercise of stock options granted under the 2007 Plan. During the year ended December 31, 2021, the Company received an aggregate of $96.8 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
F-47
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2020 “At the Market” Stock Offering Program—In August 2020, the Company established an “at the market” stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of December 31, 2021, the Company has not sold any shares of common stock under the 2020 ATM Program.
Common Stock Offering—On May 10, 2021, the Company completed a registered public offering of 9,000,000 shares of its common stock, par value $0.01 per share, at $244.75 per share. On May 10, 2021, the Company issued an additional 900,000 shares of its common stock in connection with the underwriters’ exercise in full of their over-allotment option. Aggregate net proceeds from this offering were approximately $2.4 billion after deducting underwriting discounts and estimated offering expenses. The Company used the net proceeds to finance the Telxius Acquisition.
Stock Repurchase Programs—In March 2011, the Company’s Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $1.5 billion of its common stock (the “2011 Buyback”). In December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company is authorized to repurchase up to $2.0 billion of its common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the year ended December 31, 2021, there were no repurchases under either of the Buyback Programs. As of December 31, 2021, the Company has repurchased a total of 14,361,283 shares of its common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. There were no repurchases under the 2017 Buyback.
Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors. With respect to open market purchases, the Company may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows the Company to repurchase shares during periods when it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
The Company expects to fund any further repurchases of its common stock through a combination of cash on hand, cash generated by operations and borrowings under its credit facilities. Repurchases under the Buyback Programs are subject to, among other things, the Company having available cash to fund the repurchases.
Distributions—During the years ended December 31, 2021, 2020 and 2019, the Company declared the following cash distributions (per share data reflects actual amounts):
| For the year ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| Distribution per share | Aggregate Payment Amount | Distribution per share | Aggregate Payment Amount | Distribution per share | Aggregate Payment Amount | |||||||||||||||||||||||||||||||||
| Common Stock | $ | 5.21 | $ | 2,359.4 | $ | 4.53 | $ | 2,010.7 | $ | 3.78 | $ | 1,672.8 |
The following table characterizes the tax treatment of distributions declared per share of common stock.
| For the year ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| Per Share | % | Per Share | % | Per Share | % | |||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||
| Ordinary dividend | $ | 6.1980 | 96.54 | % | $ | 3.3200 | 100.00 | % | $ | 3.7800 | 100.00 | % | ||||||||||||||||||||||||||
| Capital gains distribution | 0.2220 | 3.46 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Total | $ | 6.4200 | (1) | 100.00 | % | $ | 3.3200 | (2) | 100.00 | % | $ | 3.7800 | 100.00 | % |
(1) Includes dividend declared on December 15, 2021 of $1.39 per share, which was paid on January 14, 2022 to common stockholders of record at the close of business on December 27, 2021. Also includes dividend declared on December 3, 2020 of $1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
F-48
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(2) Excludes dividend declared on December 3, 2020 of $1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $12.8 million and $12.6 million as of December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company paid $7.5 million of distributions upon the vesting of restricted stock units. To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.
16. NONCONTROLLING INTERESTS
Dividend to noncontrolling interest—Certain of the Company’s subsidiaries may, from time to time, declare dividends. During the year ended December 31, 2021, AT Iberia C.V. declared a dividend of 14.0 million EUR (approximately $15.9 million) payable pursuant to the terms of the ownership agreements to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V. During the year ended December 31, 2020, the subsidiary that primarily consisted of the Company’s operations in France, Germany and Poland (“Former ATC Europe”) declared a dividend of 13.2 million EUR (approximately $16.2 million as of December 31, 2020) payable in cash to the Company and PGGM in proportion to their respective equity interests in Former ATC Europe. The dividend was paid on January 6, 2021.
Purchase of Interests—During the year ended December 31, 2021, the Company purchased the remaining minority interests held in a subsidiary in the United States for total consideration of $6.0 million. The purchase price was settled with unregistered shares of the Company’s common stock, in lieu of cash. The Company now owns 100% of the subsidiary as a result of the purchase.
Reorganization of European Interests—During the year ended December 31, 2021, in connection with the funding of the Telxius Acquisition, the Company completed a reorganization of its subsidiaries in Europe. As part of the reorganization, PGGM converted its previously held 49% noncontrolling interest in Former ATC Europe into noncontrolling interests in new subsidiaries, consisting of the Company's operations in Germany and Spain, inclusive of the assets acquired pursuant to the Telxius Acquisition. The reorganization included cash consideration paid to PGGM of 178.0 million EUR (approximately $214.9 million). The reorganization is reflected in the consolidated statements of equity as (i) a reduction in Additional Paid-in Capital of $648.4 million and (ii) an increase in Noncontrolling Interests of $601.0 million, and in the consolidated statements of comprehensive income (loss) as an increase in Comprehensive income attributable to American Tower Corporation stockholders of $47.4 million.
CDPQ and Allianz Partnerships—During the year ended December 31, 2021, the Company entered into agreements with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”), for CDPQ and Allianz to acquire 30% and 18% noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”). The Company completed the ATC Europe Transactions during the year ended December 31, 2021 for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the date of closing). After the completion of the ATC Europe Transactions, the Company holds a 52% controlling ownership interest in ATC Europe.
As of December 31, 2021, ATC Europe consists of the Company’s operations in France, Germany, Poland and Spain. The Company currently holds a 52% controlling interest in ATC Europe, with CDPQ and Allianz holding 30% and 18% noncontrolling interests, respectively. ATC Europe holds a 100% interest in the subsidiaries that consist of the Company’s operations in France and Poland and an 87% and an 83% controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a 13% and a 17% noncontrolling interest in each respective subsidiary.
Bangladesh Partnership—During the year ended December 31, 2021, the Company acquired a 51% controlling interest in KTBL for 900 million BDT (approximately $10.6 million at the date of closing). Confidence Group holds a 49% noncontrolling interest in KTBL.
F-49
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The changes in noncontrolling interests were as follows:
| Year Ended December 31, | ||||||||
| 2021 | ||||||||
| Balance as of January 1, | $ | 474.9 | ||||||
| ATC Europe Transactions (1) | 3,078.2 | |||||||
| Bangladesh partnership (2) | 10.2 | |||||||
| Adjustment to noncontrolling interest due to reorganization (3) | 601.0 | |||||||
| Redemption of noncontrolling interest (4) | (1.7) | |||||||
| Net loss attributable to noncontrolling interests | (7.7) | |||||||
| Foreign currency translation adjustment attributable to noncontrolling interests, net of tax | (163.4) | |||||||
| Distributions to noncontrolling interest holders | (3.1) | |||||||
| Balance as of December 31, | $ | 3,988.4 |
(1) Represents the impact of contributions received from CDPQ and Allianz described above on Noncontrolling interests as of December 31, 2021. Reflected within Contributions from noncontrolling interest holders in the consolidated statements of equity.
(2) Represents the impact of contributions made by the Company to establish the joint venture in Bangladesh described above on Noncontrolling interests as of December 31, 2021. Reflected within Purchase of noncontrolling interest in the consolidated statements of equity.
(3) Represents the impact of the reorganization of European interests described above on Noncontrolling interests as of December 31, 2021.
(4) Represents the impact of the purchase of interests described above on Noncontrolling interests as of December 31, 2021.
17. OTHER OPERATING EXPENSE
Other operating expense consists primarily of impairment charges, net losses on sales or disposals of assets and other operating expense items. The Company records impairment charges to write down certain assets to their net realizable value after an indicator of impairment is identified and subsequent analysis determines that the asset is either partially recoverable or not recoverable. These assets consisted primarily of towers and related assets, which are typically assessed on an individual basis, network location intangibles, which relate directly to towers, tenant-related intangibles, which are assessed on a tenant basis, and right-of-use assets. Net losses on sales or disposals of assets primarily relate to certain non-core towers, other assets and miscellaneous items. Other operating expenses includes acquisition-related costs and integration costs.
Other operating expenses included the following for the years ended December 31,:
| 2021 | 2020 (2) | 2019 (3) | |||||||||||||||
| Impairment charges | $ | 173.7 | $ | 222.8 | $ | 94.2 | |||||||||||
| Net losses on sales or disposals of assets | 22.7 | 17.3 | 45.1 | ||||||||||||||
| Other operating expenses (1) | 202.3 | 25.7 | 27.0 | ||||||||||||||
| Total Other operating expenses | $ | 398.7 | $ | 265.8 | $ | 166.3 |
(1) The increase in Other operating expenses during the year ended December 31, 2021 was primarily due to acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.
(2) For the year ended December 31, 2020, Other operating expenses includes an $11.9 million benefit in Brazil.
(3) For the year ended December 31, 2019, Other operating expenses includes $13.1 million of refunds related to pre-acquisition contingencies and settlements.
Impairment charges included the following for the years ended December 31,:
| 2021 | 2020 | 2019 | |||||||||||||||
| Tower and network location intangible assets | $ | 121.0 | $ | 142.4 | $ | 77.4 | |||||||||||
| Tenant relationships (1) | 42.2 | — | — | ||||||||||||||
| Right-of-use assets | 3.3 | 76.1 | 9.9 | ||||||||||||||
| Other | 7.2 | 4.3 | 6.9 | ||||||||||||||
| Total impairment charges | $ | 173.7 | $ | 222.8 | $ | 94.2 |
(1) During the year ended December 31, 2021, impairment charges relate to a fully impaired tenant relationship in Africa.
F-50
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
18. EARNINGS PER COMMON SHARE
The following table sets forth basic and diluted net income per common share computational data for the years ended December 31, (shares in thousands, except per share data):
| 2021 | 2020 | 2019 | |||||||||||||||
| Net income attributable to American Tower Corporation common stockholders | $ | 2,567.7 | $ | 1,690.6 | $ | 1,887.8 | |||||||||||
| Basic weighted average common shares outstanding | 451,498 | 443,640 | 442,319 | ||||||||||||||
| Dilutive securities | 1,796 | 2,464 | 3,201 | ||||||||||||||
| Diluted weighted average common shares outstanding | 453,294 | 446,104 | 445,520 | ||||||||||||||
| Basic net income attributable to American Tower Corporation common stockholders per common share | $ | 5.69 | $ | 3.81 | $ | 4.27 | |||||||||||
| Diluted net income attributable to American Tower Corporation common stockholders per common share | $ | 5.66 | $ | 3.79 | $ | 4.24 |
Shares Excluded From Dilutive Effect
The following shares were not included in the computation of diluted earnings per share because the effect would be anti-dilutive for the years ended December 31, (in thousands, on a weighted average basis):
| 2021 | 2020 | 2019 | |||||||||||||||
| Restricted stock awards | — | 1 | 2 | ||||||||||||||
19. COMMITMENTS AND CONTINGENCIES
Litigation—The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its business. In the opinion of Company management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse outcome, materially impact the Company’s consolidated financial position, results of operations or liquidity.
Verizon Transaction—In March 2015, the Company entered into an agreement with various operating entities of Verizon Communications Inc. (“Verizon”) that currently provides for the lease, sublease or management of approximately 11,250 wireless communications sites commencing March 27, 2015. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 28 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the leased sites in tranches, subject to the applicable lease, sublease or management rights upon its scheduled expiration. Each tower is assigned to an annual tranche, ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche. The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related towers. The aggregate purchase option price for the towers leased and subleased is approximately $5.0 billion. Verizon will occupy the sites as a tenant for an initial term of ten years with eight optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.
AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately 2,000 towers commencing between December 2000 and August 2004. Substantially all of the towers are part of the Trust Securitizations. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of December 31, 2021, the Company has purchased an aggregate of approximately 400 of the subleased towers which are subject to the applicable agreement, including 58 towers purchased during the year ended December 31, 2021 for an aggregate purchase price of $35.3 million. The aggregate purchase option price for the remaining towers leased and subleased is $1.0 billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site. For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 2025 at the then-current monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy. Thereafter, AT&T shall have the right to renew such lease for up to five successive five-year terms.
F-51
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue assessments with minimal examination. These notices and assessments do not represent amounts that the Company is obligated to pay and are often not reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not enforceable, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
On December 5, 2016, the Company received an income tax assessment of Essar Telecom Infrastructure Private Limited (“ETIPL”) from the India Income Tax Department (the “Tax Department”) for the fiscal year ending 2008 in the amount of INR 4.75 billion ($69.8 million on the date of assessment) related to capital contributions. The Company challenged the assessment before the Office of Commissioner of Income Tax - Appeals, which ruled in the Company’s favor in January 2018. However, the Tax Department has appealed this ruling at a higher appellate authority. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. Additionally, the assessment was made with respect to transactions that took place in the tax year commencing in 2007, prior to the Company’s acquisition of ETIPL. Under the Company’s definitive acquisition agreement with ETIPL, the seller is obligated to indemnify and defend the Company with respect to any tax-related liability that may arise from activities prior to March 31, 2010.
Guaranties and Indemnifications—The Company enters into agreements from time to time in the ordinary course of business pursuant to which it agrees to guarantee or indemnify third parties for certain claims. The Company has also entered into purchase and sale agreements relating to the sale or acquisition of assets containing customary indemnification provisions. The Company’s indemnification obligations under these agreements generally are limited solely to damages resulting from breaches of representations and warranties or covenants under the applicable agreements. In addition, payments under such indemnification clauses are generally conditioned on the other party making a claim that is subject to whatever defenses the Company may have and are governed by dispute resolution procedures specified in the particular agreement. Further, the Company’s obligations under these agreements may be limited in duration and amount, and in some instances, the Company may have recourse against third parties for payments made by the Company. The Company has not historically made any material payments under these agreements and, as of December 31, 2021, is not aware of any agreements that could result in a material payment.
20. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information and non-cash investing and financing activities are as follows for the years ended December 31,:
| 2021 | 2020 | 2019 | |||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||
| Cash paid for interest | $ | 791.2 | $ | 762.3 | $ | 750.2 | |||||||||||
| Cash paid for income taxes (net of refunds of $46.7, $27.0 and $11.2, respectively) | 225.2 | 146.3 | 147.5 | ||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||
| Increase (decrease) in accounts payable and accrued expenses for purchases of property and equipment and construction activities | 57.9 | 45.8 | (21.0) | ||||||||||||||
| Purchases of property and equipment under finance leases, perpetual easements and capital leases | 58.8 | 75.0 | 81.3 | ||||||||||||||
| Fair value of debt assumed through acquisitions (1) | 955.1 | 800.0 | 329.8 | ||||||||||||||
| Settlement of third-party debt | (12.7) | (5.0) | — | ||||||||||||||
| Replacement awards (2) | 17.1 | — | — |
(1) For the year ended December 31, 2021, consists of the CoreSite Debt. For the year ended December 31, 2020, consists of the InSite Debt.
(2) For the year ended December 31, 2021, consists of CoreSite Acquisition purchase consideration related to the CoreSite Replacement Awards (as described in note 6).
21. BUSINESS SEGMENTS
Property
F-52
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Communications Sites and Related Communications Infrastructure—The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries.
Data Centers—During the fourth quarter of 2021, as a result of the CoreSite Acquisition, the Company established the Data Centers segment as a reportable segment. The Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States. The Data Centers segment offers different services from, and requires different resources, skill sets and marketing strategies than, the existing property operating segment in the U.S. & Canada. Prior to this revision, the Company operated in five property business segments: (i) U.S. & Canada property, (ii) Asia-Pacific property (iii) Africa property, (iii) Europe property and (iv) Latin America property.
As of December 31, 2021, the Company’s property operations consisted of the following:
-
U.S. & Canada: property operations in Canada and the United States;
-
Asia-Pacific: property operations in Australia, Bangladesh, India and the Philippines;
-
Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;
-
Europe: property operations in France, Germany, Poland and Spain;
-
Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru; and
-
Data Centers: data center property operations in the United States.
Services—The Company’s Services segment offers tower-related services in the United States, including AZP and structural analysis, which primarily support its site leasing business, including the addition of new tenants and equipment on its sites. The services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
The accounting policies applied in compiling segment information below are similar to those described in note 1. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding stock-based compensation expense recorded in costs of operations; Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. There are no significant revenues resulting from transactions between the Company’s operating segments. All intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations and consolidated balance sheets.
Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2021, 2020 and 2019 is shown in the following tables. The “Other” column (i) represents amounts excluded from specific segments, such as business development operations, stock-based compensation expense and corporate expenses included in Selling, general, administrative and development expense; Other operating expenses; Interest income; Interest expense; Gain (loss) on retirement of long-term obligations; and Other income (expense), and (ii) reconciles segment operating profit to Income from continuing operations before income taxes.
F-53
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| Property | Total Property | Services | Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2021 | U.S. & Canada | Asia-Pacific | Africa | Europe | Latin America | Data Centers | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenues | $ | 4,920.2 | $ | 1,199.1 | $ | 1,005.5 | $ | 496.2 | $ | 1,465.4 | $ | 23.2 | $ | 9,109.6 | $ | 247.3 | $ | 9,356.9 | ||||||||||||||||||||||||||||||||||||||||||||
| Segment operating expenses | 853.5 | 724.3 | 346.1 | 194.0 | 458.3 | 9.1 | 2,585.3 | 96.7 | 2,682.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment gross margin | 4,066.7 | 474.8 | 659.4 | 302.2 | 1,007.1 | 14.1 | 6,524.3 | 150.6 | 6,674.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment selling, general, administrative and development expense (1) | 176.9 | 73.1 | 72.3 | 42.1 | 104.1 | 5.9 | 474.4 | 16.2 | 490.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | 3,889.8 | $ | 401.7 | $ | 587.1 | $ | 260.1 | $ | 903.0 | $ | 8.2 | $ | 6,049.9 | $ | 134.4 | $ | 6,184.3 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | $ | 119.5 | 119.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other selling, general, administrative and development expense | 201.5 | 201.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | 2,332.6 | 2,332.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense (2) | 701.3 | 701.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 2,829.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures (3) (4) | $ | 440.1 | $ | 175.1 | $ | 460.7 | $ | 58.9 | $ | 260.9 | $ | 2.5 | $ | 1,398.2 | $ | — | $ | 9.6 | $ | 1,407.8 |
(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $119.5 million.
(2)Primarily includes interest expense and $173.7 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(3)Includes $5.4 million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(4)Includes $35.2 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
| Property | Total Property | Services | Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2020 | U.S. & Canada (1) | Asia-Pacific | Africa | Europe | Latin America | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenues | $ | 4,517.0 | $ | 1,139.4 | $ | 890.2 | $ | 149.6 | $ | 1,257.4 | $ | 7,953.6 | $ | 87.9 | $ | 8,041.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment operating expenses (2) | 808.0 | 661.4 | 297.7 | 28.1 | 392.5 | 2,187.7 | 36.5 | 2,224.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment gross margin | 3,709.0 | 478.0 | 592.5 | 121.5 | 864.9 | 5,765.9 | 51.4 | 5,817.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment selling, general, administrative and development expense (2) | 162.2 | 97.4 | 94.4 | 23.0 | 93.1 | 470.1 | 14.8 | 484.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | 3,546.8 | $ | 380.6 | $ | 498.1 | $ | 98.5 | $ | 771.8 | $ | 5,295.8 | $ | 36.6 | $ | 5,332.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | $ | 120.8 | 120.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other selling, general, administrative and development expense | 176.0 | 176.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | 1,882.3 | 1,882.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense (3) | 1,332.2 | 1,332.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 1,821.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures (4) (5) | $ | 360.6 | $ | 112.9 | $ | 334.9 | $ | 31.6 | $ | 221.1 | $ | 1,061.1 | $ | — | $ | 10.1 | $ | 1,071.2 |
(1) For the year ended December 31, 2020, U.S. & Canada includes the following related to the Company’s data center assets (i) $8.5 million of property revenue, (ii) $2.5 million of segment operating expenses, (iii) $3.2 million of segment selling, general, administrative and development expenses and (iv) $0.5 million of capital expenditures.
(2) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $3.0 million and $117.8 million, respectively.
(3) Primarily includes interest expense, losses from foreign currency exchange rate fluctuations and $222.8 million in impairment charges.
F-54
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(4) Includes $9.2 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(5) Includes $36.9 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
| Property | Total Property | Services | Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year ended December 31, 2019 | U.S. & Canada (1) | Asia-Pacific | Africa | Europe | Latin America | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenues | $ | 4,188.7 | $ | 1,217.0 | $ | 583.9 | $ | 134.6 | $ | 1,340.7 | $ | 7,464.9 | $ | 115.4 | $ | 7,580.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| Segment operating expenses (2) | 807.9 | 715.9 | 209.0 | 27.8 | 411.3 | 2,171.9 | 42.1 | 2,214.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment gross margin | 3,380.8 | 501.1 | 374.9 | 106.8 | 929.4 | 5,293.0 | 73.3 | 5,366.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment selling, general, administrative and development expense (2) | 175.5 | 99.9 | 53.7 | 23.2 | 101.0 | 453.3 | 12.0 | 465.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment operating profit | $ | 3,205.3 | $ | 401.2 | $ | 321.2 | $ | 83.6 | $ | 828.4 | $ | 4,839.7 | $ | 61.3 | $ | 4,901.0 | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | $ | 111.4 | 111.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other selling, general, administrative and development expense | 156.5 | 156.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | 1,778.4 | 1,778.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense (3) | 938.3 | 938.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 1,916.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures (4) (5) | $ | 359.5 | $ | 134.5 | $ | 258.5 | $ | 13.2 | $ | 260.4 | $ | 1,026.1 | $ | — | $ | 12.8 | $ | 1,038.9 |
(1)For the year ended December 31, 2019, U.S. & Canada includes the following related to the Company’s data center assets (i) $6.1 million of property revenue, (ii) $1.7 million of segment operating expenses, and (iii) $2.0 million of segment selling, general, administrative and development expenses.
(2)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $2.8 million and $108.6 million, respectively.
(3)Primarily includes interest expense.
(4)Includes $18.0 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(5)Includes $29.6 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
Additional information relating to the total assets of the Company’s operating segments is as follows for the years ended December 31,:
| 2021 | 2020 | ||||||||||||||||
| Total Assets (1): | |||||||||||||||||
| U.S. & Canada property (2) | $ | 27,416.3 | $ | 27,352.9 | |||||||||||||
| Asia-Pacific property | 5,203.6 | 5,191.8 | |||||||||||||||
| Africa property | 4,927.7 | 4,894.8 | |||||||||||||||
| Europe property | 12,068.5 | 1,868.6 | |||||||||||||||
| Latin America property | 8,433.5 | 7,434.2 | |||||||||||||||
| Data Centers | 11,136.3 | — | |||||||||||||||
| Services | 87.2 | 38.7 | |||||||||||||||
| Other (3) | 614.8 | 452.5 | |||||||||||||||
| Total assets | $ | 69,887.9 | $ | 47,233.5 |
(1)Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(2)Balance as of December 31, 2020 included $92.2 million of data center assets.
(3)Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments.
F-55
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Summarized geographic information related to the Company’s operating revenues for the years ended December 31, 2021, 2020 and 2019 and long-lived assets as of December 31, 2021 and 2020 is as follows:
| 2021 | 2020 | 2019 | |||||||||||||||
| Operating Revenues: | |||||||||||||||||
| U.S. & Canada: | |||||||||||||||||
| Canada (1) | $ | 11.4 | $ | 0.3 | $ | — | |||||||||||
| United States (2) | 5,179.3 | 4,604.6 | 4,304.1 | ||||||||||||||
| Asia-Pacific (1): | |||||||||||||||||
| Australia | 1.8 | 0.0 | — | ||||||||||||||
| Bangladesh (3) | 0.4 | — | — | ||||||||||||||
| India | 1,196.6 | 1,139.4 | 1,217.0 | ||||||||||||||
| Philippines (4) | 0.3 | — | — | ||||||||||||||
| Africa (1): | |||||||||||||||||
| Burkina Faso | 44.7 | 43.9 | — | ||||||||||||||
| Ghana | 170.5 | 174.3 | 124.3 | ||||||||||||||
| Kenya | 107.4 | 97.7 | 27.3 | ||||||||||||||
| Niger | 41.6 | 40.0 | — | ||||||||||||||
| Nigeria | 296.5 | 249.5 | 229.9 | ||||||||||||||
| South Africa | 164.0 | 128.7 | 129.1 | ||||||||||||||
| Uganda | 180.8 | 156.1 | 73.3 | ||||||||||||||
| Europe (1): | |||||||||||||||||
| France | 98.9 | 79.4 | 68.0 | ||||||||||||||
| Germany | 213.5 | 70.0 | 66.6 | ||||||||||||||
| Poland | 0.5 | 0.2 | — | ||||||||||||||
| Spain (3) | 183.3 | — | — | ||||||||||||||
| Latin America (1): | |||||||||||||||||
| Argentina | 31.6 | 22.1 | 17.3 | ||||||||||||||
| Brazil | 614.6 | 506.4 | 605.5 | ||||||||||||||
| Chile | 88.0 | 67.3 | 43.3 | ||||||||||||||
| Colombia | 107.7 | 96.1 | 102.1 | ||||||||||||||
| Costa Rica | 22.8 | 23.4 | 21.1 | ||||||||||||||
| Mexico | 524.6 | 483.0 | 515.3 | ||||||||||||||
| Paraguay | 13.5 | 12.5 | 12.6 | ||||||||||||||
| Peru | 62.6 | 46.6 | 23.5 | ||||||||||||||
| Total operating revenues | $ | 9,356.9 | $ | 8,041.5 | $ | 7,580.3 |
(1) Balances are translated at the applicable exchange rate, which may impact comparability between periods.
(2) Balances include revenue from the Company’s Services and Data Centers segments.
(3) The Company began operations in Bangladesh through the Bangladesh Acquisition, which closed in August 2021. The Company began operations in Spain through the the Telxius Acquisition, which closed in June 2021.
(4) During the year ended December 31, 2021, the Company began operations in the Philippines through the construction of sites therein.
F-56
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
| 2021 | 2020 | ||||||||||
| Long-Lived Assets (1): | |||||||||||
| U.S. & Canada: | |||||||||||
| Canada (2) | $ | 227.3 | $ | 373.7 | |||||||
| United States (3) | 30,306.0 | 19,977.8 | |||||||||
| Asia-Pacific (2): | |||||||||||
| Australia | 6.7 | 20.0 | |||||||||
| Bangladesh | 16.6 | — | |||||||||
| India | 3,349.0 | 3,482.3 | |||||||||
| Philippines | 21.6 | — | |||||||||
| Africa (2): | |||||||||||
| Burkina Faso | 296.5 | 315.7 | |||||||||
| Ghana | 633.0 | 676.8 | |||||||||
| Kenya | 789.8 | 730.0 | |||||||||
| Niger | 215.9 | 215.7 | |||||||||
| Nigeria | 722.1 | 663.7 | |||||||||
| South Africa | 365.9 | 424.4 | |||||||||
| Uganda | 926.6 | 867.3 | |||||||||
| Europe (2): | |||||||||||
| France | 1,288.0 | 1,176.5 | |||||||||
| Germany | 6,119.6 | 370.9 | |||||||||
| Poland | 4.7 | 2.9 | |||||||||
| Spain | 3,204.2 | — | |||||||||
| Latin America (2): | |||||||||||
| Argentina | 188.7 | 111.9 | |||||||||
| Brazil | 1,864.7 | 1,629.9 | |||||||||
| Chile | 634.3 | 538.7 | |||||||||
| Colombia | 301.1 | 350.7 | |||||||||
| Costa Rica | 117.9 | 123.1 | |||||||||
| Mexico | 1,331.1 | 1,395.2 | |||||||||
| Paraguay | 100.3 | 103.6 | |||||||||
| Peru | 829.7 | 380.4 | |||||||||
| Total long-lived assets | $ | 53,861.3 | $ | 33,931.2 |
(1) Includes Property and equipment, net, Goodwill and Other intangible assets, net.
(2) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(3) Balances include the Company’s data centers assets located in the United States.
The following customers within the property and services segments individually accounted for 10% or more of the Company’s consolidated operating revenues for the years ended December 31,:
| 2021 | 2020 | 2019 | |||||||||||||||
| T-Mobile | 20 | % | 19 | % | 10 | % | |||||||||||
| AT&T | 19 | % | 22 | % | 22 | % | |||||||||||
| Verizon Wireless | 13 | % | 14 | % | 15 | % |
22. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2021, 2020 and 2019, the Company had no significant related party transactions.
F-57
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
23. SUBSEQUENT EVENTS
Repayment of CoreSite Debt—On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $962.9 million, including $80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
Repayment of 2.250% Senior Notes—On January 14, 2022, the Company repaid $600.0 million aggregate principal amount of the 2.250% Notes upon their maturity. The 2.250% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 2.250% Notes remained outstanding.
F-58
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
SCHEDULE III—SCHEDULE OF REAL ESTATE
AND ACCUMULATED DEPRECIATION
(dollars in millions)
| Description | Encumbrances | Initial cost to company | Cost capitalized subsequent to acquisition | Gross amount carried at close of current period | Accumulated depreciation at close of current period | Date of construction | Date acquired | Life on which depreciation in latest income statements is computed | |||||||||||||||||||||||||||||||||||||||||||||
| 218,353 | Sites (1) | $ | 2,325.0 | (2) | (3) | (3) | $ | 20,394.7 | (5) | $ | (7,541.7) | Various | Various | Up to 20 years | |||||||||||||||||||||||||||||||||||||||
| 27 | Data Centers | — | (4) | (4) | 3,554.2 | (5) | (6.4) | Various | Various | Up to 40 years |
(1) No single site exceeds 5% of the total amounts indicated in the table above.
(2) Certain assets secure debt of $2.3 billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4) The Company has aggregated data center information on a basis consistent with its tower portfolio.
(5) Does not include those sites under construction.
| 2021 | 2020 | 2019 | |||||||||||||||
| Gross amount at beginning | $ | 18,492.9 | $ | 17,429.3 | $ | 15,960.1 | |||||||||||
| Additions during period: | |||||||||||||||||
| Acquisitions (1) | 5,017.6 | 722.4 | 887.0 | ||||||||||||||
| Discretionary capital projects (2) | 391.2 | 308.0 | 258.1 | ||||||||||||||
| Discretionary ground lease purchases (3) | 242.7 | 214.3 | 189.8 | ||||||||||||||
| Redevelopment capital expenditures (4) | 203.6 | 176.7 | 213.6 | ||||||||||||||
| Capital improvements (5) | 92.5 | 91.4 | 161.2 | ||||||||||||||
| Start-up capital expenditures (6) | 184.6 | 119.4 | 71.3 | ||||||||||||||
| Other (7) | 51.2 | 72.8 | 45.2 | ||||||||||||||
| Total additions | 6,183.4 | 1,705.0 | 1,826.2 | ||||||||||||||
| Deductions during period: | |||||||||||||||||
| Cost of real estate sold or disposed | (263.7) | (259.7) | (304.6) | ||||||||||||||
| Other (8) | (463.7) | (381.7) | (52.4) | ||||||||||||||
| Total deductions: | (727.4) | (641.4) | (357.0) | ||||||||||||||
| Balance at end | $ | 23,948.9 | $ | 18,492.9 | $ | 17,429.3 |
| 2021 | 2020 | 2019 | |||||||||||||||
| Gross amount of accumulated depreciation at beginning | $ | (6,921.0) | $ | (6,382.2) | $ | (5,724.7) | |||||||||||
| Additions during period: | |||||||||||||||||
| Depreciation | (863.8) | (771.5) | (768.4) | ||||||||||||||
| Other | — | — | — | ||||||||||||||
| Total additions | (863.8) | (771.5) | (768.4) | ||||||||||||||
| Deductions during period: | |||||||||||||||||
| Amount of accumulated depreciation for assets sold or disposed | 142.4 | 132.3 | 121.4 | ||||||||||||||
| Other (8) | 94.3 | 100.4 | (10.5) | ||||||||||||||
| Total deductions | 236.7 | 232.7 | 110.9 | ||||||||||||||
| Balance at end | $ | (7,548.1) | $ | (6,921.0) | $ | (6,382.2) |
(1)Includes amounts related to the acquisition of data centers.
(2)Includes amounts incurred primarily for the construction of new sites.
(3)Includes amounts incurred to purchase or otherwise secure the land under communications sites.
(4)Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
(5)Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
(6)Includes amounts incurred in connection with acquisitions or new market launches. Start-up capital expenditures includes non-recurring expenditures contemplated in acquisitions, new market launch business cases or initial deployment of new technologies or platform expansion initiatives that lead to an increase in site-level cash flow generation.
(7)Primarily includes regional improvements and other additions.
(8)Primarily includes foreign currency exchange rate fluctuations and other deductions.
F-59
Previous: Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES