American Tower (AMT) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A41 rewritten40 added36 removed215 unchanged
All filing items1,411 rewritten581 added617 removed2,445 unchanged
Summary
counted, not written
- Item 1A lists 22 risk factor headings: 1 new, 3 reworded and 18 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 581 added, 617 removed, 1,411 rewritten and 2,445 unchanged across 17 items that differ.
- New this year: Item 9B. OTHER INFORMATION..
New Item 1A headings (1)
- We may be adversely affected by regulations related to climate change.
Removed Item 1A headings (1)
- Failure to successfully and efficiently integrate and operate acquired data center facilities and related assets, including those acquired through the CoreSite Acquisition (the “CoreSite Assets”), into our operations may adversely affect our business, operations and financial condition.
Reworded Item 1A headings (3)
- A substantial portion of our [added: current and projected future] revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.
- New technologies or
[removed: changes][added: changes, or lack thereof,] in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results. - Our leverage and debt service
[removed: obligations][added: obligations, including during a rising interest rates environment,] may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
41 rewritten, 40 added, 36 removed, 215 unchanged
- the financial condition of communications service [removed: providers, including as a result of the COVID-19 pandemic;][added: providers;]
- a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, such as the material adverse effect of the COVID-19 pandemic on the global economy and [removed: markets;][added: markets, inflation, slowing growth, rising interest rates or recession;]
For example, see our discussion of [removed: carrier consolidation-driven] churn [removed: in our Asia-Pacific property segment and churn] as a result of the T-Mobile MLA in our U.S. & Canada property segment in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”
A substantial portion of our [added: current and projected future] revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.
The [removed: ongoing COVID-19 pandemic] [added: current inflationary and high interest rate environment] could materially and adversely affect our customers through disruptions of, among other things, their ability to procure their equipment through their supply [removed: chains] [added: chains, their ability to procure power] and [added: fuel and] their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks.
In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit markets, such as the current environment driven by the significant disruptions caused by factors such as [removed: the COVID-19 pandemic,] inflation, rising interest rates and supply chain disruptions.
[removed: We may not be able to renew existing customer leases] or enter into new [removed: customer] leases, [removed: or if we are able to renew or enter into new leases,] they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.
[added: Significant acquisition-related integration] costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid.
For example, failure to successfully and efficiently [removed: integrate] [added: operate and expand] acquired assets from the [removed: Telxius] [added: CoreSite] Acquisition [removed: (the “Telxius Assets”) into our operations] may adversely affect our business, financial condition and results of operations.
These could result from numerous factors, including [added: energy cost and availability,] human error, equipment failure, physical, electronic and cyber security breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health [removed: emergencies, such as the COVID-19 pandemic,] [added: emergencies] and failure of business partners.
We have service level commitment obligations to [removed: certain] [added: substantially all of our data center] customers.
New technologies or [removed: changes] [added: changes, or lack thereof,] in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.
Some of our competitors are larger and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria [added: or less stringent contractual terms] than we do.
These advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities and as a [added: result, we may lose existing or potential data center customers, incur costs to improve our properties or be forced to reduce our rental rates.]
Our leverage and debt service [removed: obligations] [added: obligations, including during a rising interest rates environment,] may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.
Our leverage and debt service obligations, including as a result of our recent CoreSite [removed: Acquisition and Telxius] Acquisition, could have significant negative consequences to our business, results of operations or financial condition, including:
Further, market volatility and disruption caused by factors such as [removed: COVID-19,] inflation, rising interest rates and supply chain disruptions may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.
Inflation can [added: materially] adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business.
In an inflationary environment, such as the current economic environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate of [removed: inflation,] [added: inflation or our customers may be unwilling to pay contractual increases,] which would reduce our profit margins and returns.
The [removed: impact of COVID-19 may increase uncertainty in the global financial markets, as well as the possibility] [added: combination] of [added: higher interest rates and] high inflation [removed: and] [added: could lead to an] extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve.
[added: If the borrowers were to default on any of the loans, the] servicer on such loan could seek to foreclose upon or otherwise convert the ownership of the secured assets, in which case we could lose such assets and the cash flow associated with such assets.
[removed: Financial institutions may replace LIBOR with a new index calculated by short-term repurchase agreements, the Secured Overnight Financing Rate; however, no] [added: No] consensus exists as to what may become accepted alternatives to LIBOR, whether LIBOR rates will cease to be published or supported before June 2023 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.
This includes changes in tax laws, [added: transfer pricing regulations,] spectrum use terms, administrative compliance guidance or judicial interpretations thereof.
For example, the definition and application of [removed: AGR] [added: adjusted gross revenue (“AGR”)] in India and associated fees and charges may have a material financial impact on certain of our customers which could affect their ability to perform their obligations under agreements with us.
Changes in laws, regulations and judicial [removed: decisions] [added: decisions, such as the ongoing Organization for Economic Cooperation and Development (OECD) legislative developments regarding global minimum tax rules,] could have a more significant impact on us as a REIT relative to other REITs due to the nature of our business and our use of taxable REIT subsidiaries.
We also face risks associated with changes in foreign currency exchange rates, including those arising from the impacts of [removed: COVID-19] [added: the current inflationary and high interest rate environment] on the global economy and markets and those arising from our operations, investments and financing transactions related to our international business.
Volatility in foreign currency exchange [removed: rates, which has increased in the last few years as a result of uncertainties caused by COVID-19,] [added: rates] can also affect our ability to plan, forecast and budget for our international operations and expansion efforts.
For example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends [removed: paid, which could increase our income tax expense.]
As the owner, lessee or operator of real property and facilities, including generators, we may be liable for substantial costs of investigation, removal or remediation of soil and groundwater [added: contaminated by hazardous materials, and for damages and costs relating to off-site migration of hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination.]
Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as hurricanes, ice and windstorms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the potential adverse effects of [removed: COVID-19 or other] pandemics and acts of terrorism.
[removed: Climate change or efforts] [added: Efforts] to regulate [removed: emissions] [added: greenhouse gas emissions, the use of fossil fuels or requirement to use alternative fuel to power energy resources that serve our data centers or the generators we use in our emerging markets to deliver primary power to our customers] may [removed: also] have direct or indirect effects on our business by increasing the cost of [removed: emission compliance or fuel we need to deliver primary power to our customers under our contractual obligations, typically through diesel-powered generators, in emerging markets.][added: compliance.]
[removed: Additional] [added: Further,] environmental liabilities, such as contamination, asbestos-containing building materials and mold or other air quality issues at some of our data centers, could arise and have a material adverse effect on our financial condition and performance.
In [removed: October] 2021, we adopted science-based [added: greenhouse gas reduction] targets, which were approved by the Science Based Targets initiative and are in line with the goals set forth in the 2015 Paris Agreement.
[removed: These goals] [added: In addition, to meet our goals, we] may [removed: require us] [added: be required] to expend significant resources to meet them, which could increase our operational costs.
Failing to meet these goals could result in customer dissatisfaction and damage to our reputation with our key stakeholders, which could in turn adversely impact our results of [removed: operations.][added: operations, reputation, financial condition and stock price.]
[removed: Further, any] [added: Any] damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer [removed: systems, as a result of measures implemented in response to COVID-19 or otherwise,] [added: systems] may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition and also, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.
While we maintain insurance coverage for certain natural [removed: disasters and business interruption,] [added: disasters,] we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such was wildfire damage caused by our towers.
As part of our normal business activities, including in our data centers, we rely on energy systems, [added: cooling systems,] communication networks, information technology and other computing resources.
[added: We face risks] associated with unauthorized access to our or our vendors’ computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities.
We offer managed services in certain of our data centers where we provide [removed: “smart] [added: “remote] hands” services for our customers.
In addition, our growth projections are based on future revenue from a small number of customers, and such projections could be adversely impacted by adverse changes in the creditworthiness and financial strength of our customers.
Our largest customer in India is VIL, which represented approximately 3.2% of our total revenue for the year ended December 31, 2022.
In the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023.
However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India.
As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
An impairment of $97.0 million was taken on tower and network location intangible assets in India.
We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
For more information on impairments in India, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”
included in this Annual Report.
For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation—Results of Operation" included in this Annual Report.
Continued partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill, could result in additional impairments and could have a material adverse effect on our business, results of operations or financial condition.
In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL.
The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL.
The issuance of the debentures is subject to certain conditions precedent, which may not be met.
VIL may not be able to meet its operating obligations, including making payments to us in the future, which may result in us incurring additional impairment expenses or other similar charges, and which could have a material adverse effect on our business and results of operations.
We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew
Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely affecting our growth.
The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, significantly increased the federal funds rate during 2022 and has indicated that further rate increases may be announced in the short-term to combat rising inflation in the United States.
Such rate increases have corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets.
Any significant additional federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition.
The United States and other large global economies experienced historically high inflation during 2022, which has continued into the beginning of 2023.
The Federal Reserve Board and other central banks already have raised interest rates more aggressively and to their highest levels in the last four to five decades.
Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, as well as the ongoing military conflict between Russia and Ukraine.
Rising inflation rates have also contributed to foreign currency exchange rate volatility, including in several of the markets where we operate.
The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations or financial condition.
The Federal Reserve Board and other central banks have recently raised interest rates aggressively, to their highest levels in the last four to five decades.
Financial institutions may replace LIBOR with a new index calculated by short-term repurchase agreements, the Secured Overnight Financing Rate (“SOFR”).
In April 2018, the United States Federal Reserve commenced publishing SOFR; however, SOFR is calculated differently from LIBOR and has inherent differences, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rates.
Due to the evolving nature of global tax laws and regulations and compliance approaches, it is currently not possible to assess the ultimate impact of these actions on our financial statements, but these actions could have an impact on our financial results.
We may be adversely affected by regulations related to climate change.
In addition, there is an increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters.
These governmental initiatives are becoming more stringent and may require us and our customers to make capital expenditures, such as investing in renewable energy solutions or internal compliance systems, which would result in increased costs for us and our customers.
Our ability to achieve these goals are based on several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in technology and the availability of requisite financing.
We cannot guarantee that we will achieve our announced environmental, social and governance goals and initiatives.
In addition, consumers’ perceptions of our efforts to achieve these goals often differ widely and present risks to our reputation and brand.
paid, which could increase our income tax expense.
Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue, especially during times of geopolitical tension or instability among countries, including, for example, the ongoing military conflict between Russia and Ukraine, from which a number of recent cybersecurity events have been alleged to have originated.
Such cyber-attacks could be in the form of espionage, phishing campaigns and otherwise.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Additionally, temporary business closures, social distancing measures and the potential unavailability of key personnel or a significant number of our employees as a result of COVID-19 are difficult to predict, and may have a negative impact on the timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
Significant acquisition-related integration
Integrating acquired portfolios of the Telxius Assets may require significant resources, including increased attention from our management team.
Further, the significant acquisition-related integration costs could materially and adversely affect our results of operations in the periods in which such charges are recorded or our cash flow in the periods in which any related costs are actually paid.
The integration of the Telxius Assets, which includes approximately 31,000 international communications sites, into our operations continues to be a significant undertaking, and we anticipate that we will incur certain nonrecurring charges as a result.
Additional integration challenges include:
- transitioning all data related to the Telxius Assets, tenants and landlords to a common information technology system;
- successfully transitioning the lease rent payment and the tenant billing and collection processes; and
- maintaining our standards, controls, procedures and policies with respect to the Telxius Assets.
Failure to successfully and efficiently integrate and operate acquired data center facilities and related assets, including those acquired through the CoreSite Acquisition (the “CoreSite Assets”), into our operations may adversely affect our business, operations and financial condition.
Integrating acquired data center facilities and related assets may require significant resources, including increased attention from our management team.
The integration of the CoreSite Assets, which includes over 20 data centers across eight United States metro areas, into our operations will be a significant undertaking, and we anticipate that we will incur certain nonrecurring charges as a result.
Additional integration challenges include, but are not limited to:
- retaining existing customers at the CoreSite Assets;
- unexpected costs associated with successfully developing and expanding the CoreSite Assets;
- failure to recruit or retain key personnel;
- maintaining our standards, controls, procedures and policies with respect to the CoreSite Assets; and
- successfully marketing space on the CoreSite Assets, which will depend on a variety of factors, including (i) the demand for data center space, (ii) Internet gateway facilities or other technology-related real estate, (iii) the presence of
multiple network carriers and cloud operators in our facilities, (iv) the mix of products and services offered by us, (v) the overall mix of customers, (vi) the presence of key customers attracting business through vertical market ecosystems, (vii) each data center’s operating reliability and security and (viii) our ability to effectively market and sell our services.
Additionally, we may fail to successfully operate the data centers we acquire or fail to utilize such assets to their full capacity.
result, we may lose existing or potential data center customers, incur costs to improve our properties or be forced to reduce our rental rates.
If the borrowers were to default on any of the loans, the
In addition, federal, state and local governments in many of our markets have recently taken actions to contain the spread of COVID-19, including travel bans, quarantines, shelter-in-place orders and business shutdowns, among others, and may take
additional actions in the future.
In response to governmental actions, we have taken a variety of measures, including providing support for our customers remotely, supporting continued work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices.
These governmental actions could remain effective for a prolonged period of time with potential material adverse impacts on our, and our customers’, business operations.
Moreover, while the restrictions and limitations noted above may be relaxed or rolled back if and when COVID-19 abates or vaccinations become more prevalent, such government actions may be reinstated as the pandemic continues to evolve and in response to actual or potential resurgences, including due to emerging variants.
The scope and timing of any such reinstatement is difficult to predict and may materially and adversely affect our operations in the future.
contaminated by hazardous materials, and for damages and costs relating to off-site migration of hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination.
In addition, governmental initiatives to address climate change and future initiatives could, if adopted, require us and our customers to make capital expenditures to be compliant with these initiatives and increase our and our customers’ costs.
We could also face a negative impact on our reputation with the public and our customers if we violate climate change laws or regulations.
We face risks
Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue.
In addition, our recent acquisitions, including our acquisitions of data centers, may increase our exposure to the risks described above and have material and adverse effects on our business.
renew ground agreements on commercially viable terms.
An excerpt. Shown here: 40 of 41 rewritten, all 40 added and all 36 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
331 rewritten, 148 added, 189 removed, 360 unchanged
We [removed: will now] report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.
In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note [removed: 21] [added: 20] to our consolidated financial statements included in this Annual Report).
We refer to the business encompassing the above as our property operations, which accounted for [removed: 97%] [added: 98%] of our total revenues for the year ended December 31, [removed: 2021] [added: 2022] and includes our U.S. & Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers segment.
We also offer tower-related services in the United States, including site application, zoning and [removed: permitting and] [added: permitting,] structural [removed: analysis,] [added: analysis and construction management,] which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, [removed: 2021:][added: 2022:]
| Philippines | | | | | | [removed: 97] [added: 340] | | | | | | — | | | | | | — | | |
| Asia-Pacific total | | | | | | [removed: 74,813] [added: 77,647] | | | | | | — | | | | | | [removed: 912] [added: 822] | | |
| Burkina Faso | | | | | | [removed: 707] [added: 726] | | | | | | — | | | | | | — | | |
| South Africa | | | | | | [removed: 2,923] [added: 2,994] | | | | | | — | | | | | | — | | |
| Poland | | | | | | [removed: 49] [added: 57] | | | | | | — | | | | | | — | | |
| Costa Rica | | | | | | [removed: 690] [added: 700] | | | | | | — | | | | | | 2 | | |
| Mexico | | | | | | [removed: 9,845] [added: 9,560] | | | | | | 186 | | | | | | 92 | | |
| Peru | | | | | | [removed: 3,900] [added: 3,948] | | | | | | 450 | | | | | | [removed: —] [added: 1] | | |
(2)We also control land under carrier or other third-party communications sites in [removed: Australia,] [added: Australia and New Zealand,] which [removed: provides] [added: provide] recurring cash [removed: flow] [added: flows] through tenant leasing arrangements.
In [removed: December] 2021, we [removed: completed the CoreSite Acquisition,] [added: significantly grew our portfolio of data center facilities] through [removed: which we acquired] [added: the acquisition of] over 20 data center facilities and related assets in [removed: eight] [added: the] United [removed: States markets, for total consideration of $10.4 billion,] [added: States,] including [added: through] the [removed: assumption and repayment of CoreSite’s existing debt.][added: CoreSite Acquisition.]
As of December 31, [removed: 2021,] [added: 2022,] our property portfolio included [removed: 27] [added: 28] operating data center facilities across ten markets in the United States that collectively comprise approximately 3.1 million NRSF of data center space, as detailed below:
| Los Angeles, CA | | | | | | 3 | | | | | | [removed: 686] [added: 670] | | |
| New York, NY | | | | | | 2 | | | | | | [removed: 203] [added: 250] | | |
| Miami, FL | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 30] [added: 47] | | |
| Atlanta, GA | | | | | | 2 | | | | | | [removed: 128] [added: 95] | | |
Accordingly, the vast majority of the revenue generated by our property operations during the year ended December 31, [removed: 2021] [added: 2022] was recurring revenue that we should continue to receive in future periods.
Based upon existing customer leases and foreign currency exchange rates as of December 31, [removed: 2021,] [added: 2022,] we expect to generate over [removed: $61] [added: $62] billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
During the year ended December 31, [removed: 2021,] [added: 2022,] churn was approximately [removed: 4%] [added: 5%] of our tenant [removed: billings.][added: billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.]
For more [removed: information,] [added: information on impairments in India,] please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and [removed: Estimates.”][added: Estimates” included in this Annual Report.]
[removed: Additionally, we] [added: We] expect that our churn rate in our U.S. & Canada property segment will remain elevated for a period of several years [added: through 2025] due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020.
We will continue to actively monitor the [removed: situation] [added: ongoing COVID-19 pandemic] and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers and business partners.
- Revenue growth from our Data Centers segment in the United States, including [removed: growth attributable to increased customer demand for space,] [added: rental and] power [added: revenue from new lease commencements] and [added: expansions, contractual rent and power escalations on existing leases, mark-to-market increases on renewing leases and increased] interconnection services and solutions.
- In less advanced wireless markets where network deployments are in earlier stages, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their [removed: networks.]
To maintain or improve their network performance as overall network usage increases, our tenants continue to deploy [added: additional equipment across their existing sites while also adding new cell sites.]
We believe that this consolidation process has resulted in an industry structure [added: that is more constructive] for both the wireless carriers and communications infrastructure [removed: providers that will be more conducive to sustained growth and profitability] over [removed: time.][added: the long-term.]
Finally, in markets with more mature network technology, such as Australia, Canada, Germany, [removed: France] [added: France, New Zealand] and Spain, carriers are focused on deploying 4G data networks to account for rapidly increasing wireless data usage among their [removed: customer base.]
As a result, we expect to be able to leverage our extensive international portfolio of approximately [removed: 177,000] [added: 182,000] communications sites and the relationships we have built with our carrier tenants to drive sustainable, long\-term growth.
*Property Operations New Site Revenue Growth.* During the year ended December 31, [removed: 2021,] [added: 2022,] we grew our portfolio of communications real estate through the acquisition and construction of approximately [removed: 38,950] [added: 7,405] communications sites globally.
| New Sites (Acquired or Constructed) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| U.S. & Canada | | | [removed: 170] [added: 55] | | | | | | [removed: 2,255] [added: 170] | | | | | | [removed: 430] [added: 2,255] | | |
| Asia-Pacific | | | [removed: 3,780] [added: 4,640] | | | | | | [removed: 3,960] [added: 3,780] | | | | | | [removed: 3,330] [added: 3,960] | | |
| Africa | | | [removed: 2,355] [added: 1,680] | | | | | | [removed: 1,540] [added: 2,355] | | | | | | [removed: 6,455] [added: 1,540] | | |
| Europe | | | [removed: 24,775] [added: 690] | | | | | | [removed: 610] [added: 24,775] | | | | | | [removed: 15] [added: 610] | | |
| Latin America | | | [removed: 7,870] [added: 340] | | | | | | [removed: 1,000] [added: 7,870] | | | | | | [removed: 3,475] [added: 1,000] | | |
Nareit FFO attributable to American Tower Corporation common stockholders is defined as net income before gains or losses from the sale or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and accretion and dividends [removed: on preferred stock,] [added: to noncontrolling interests,] and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling [added: interests.]
| Canada | | | | | | 221 | | | | | | — | | | | | | — | | |
| United States | | | | | | 27,413 | | | | | | 15,187 | | | | | | 454 | | |
| U.S. & Canada total | | | | | | 27,634 | | | | | | 15,187 | | | | | | 454 | | |
| Bangladesh | | | | | | 481 | | | | | | — | | | | | | — | | |
| India | | | | | | 76,826 | | | | | | — | | | | | | 822 | | |
| Ghana | | | | | | 3,503 | | | | | | 657 | | | | | | 36 | | |
| Kenya | | | | | | 3,416 | | | | | | — | | | | | | 9 | | |
| Niger | | | | | | 860 | | | | | | — | | | | | | — | | |
| Nigeria | | | | | | 7,562 | | | | | | — | | | | | | — | | |
| Uganda | | | | | | 3,980 | | | | | | — | | | | | | 12 | | |
| Africa total | | | | | | 23,041 | | | | | | 657 | | | | | | 57 | | |
| France | | | | | | 3,943 | | | | | | 303 | | | | | | 8 | | |
| Germany | | | | | | 14,799 | | | | | | — | | | | | | — | | |
| Spain | | | | | | 11,610 | | | | | | — | | | | | | 1 | | |
| Europe total | | | | | | 30,409 | | | | | | 303 | | | | | | 9 | | |
| Argentina | | | | | | 497 | | | | | | — | | | | | | 11 | | |
| Brazil | | | | | | 20,644 | | | | | | 2,043 | | | | | | 121 | | |
| Chile | | | | | | 3,728 | | | | | | — | | | | | | 138 | | |
| Colombia | | | | | | 4,974 | | | | | | — | | | | | | 6 | | |
| Paraguay | | | | | | 1,447 | | | | | | — | | | | | | — | | |
| Latin America total | | | | | | 45,498 | | | | | | 2,679 | | | | | | 371 | | |
| Chicago, IL | | | | | | 2 | | | | | | 216 | | |
| Orlando, FL | | | | | | 1 | | | | | | 126 | | |
| Total | | | | | | 28 | | | | | | 3,058 | | |
Following the court rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by such court, we continue to experience variability and a level of uncertainty in collections in India.
As further discussed in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers,” in the third quarter of 2022, our largest customer in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023.
However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India.
As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
An impairment of $97.0 million was taken on tower and network location intangible assets in India.
We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.
In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL.
The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL.
The issuance of the debentures is subject to certain conditions precedent, which may not be met.
As a result of the challenging business environment in India, we are exploring various strategic alternatives aimed at potentially reducing our exposure there, including the sale of an equity interest in our India operations to one or more private investors.
Any such completed transaction could have a material impact on our financial statements and on our results of operations in the period in which any such transaction occurred.
There can be no assurance that any such strategic alternative will be implemented and, if so implemented, as to the timing thereof, and any such proposed transaction would be subject to conditions, including regulatory approvals in India.
networks.
During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment.
The Data Centers segment is included within our property operations.
We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.
This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods.
Historical financial information included in this Annual Report has not been adjusted as the amounts attributable to data center assets were insignificant as prior to to the fourth quarter of 2021, we owned one data center.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
| Canada | | | | | | 218 | | | | | | — | | | | | | — | | |
| United States | | | | | | 27,276 | | | | | | 15,363 | | | | | | 451 | | |
| U.S. & Canada total | | | | | | 27,494 | | | | | | 15,363 | | | | | | 451 | | |
| Bangladesh | | | | | | 120 | | | | | | — | | | | | | — | | |
| India | | | | | | 74,596 | | | | | | — | | | | | | 912 | | |
| Ghana | | | | | | 3,384 | | | | | | 661 | | | | | | 28 | | |
| Kenya | | | | | | 2,997 | | | | | | — | | | | | | 9 | | |
| Niger | | | | | | 754 | | | | | | — | | | | | | — | | |
| Nigeria | | | | | | 6,980 | | | | | | — | | | | | | — | | |
| Uganda | | | | | | 3,710 | | | | | | — | | | | | | 12 | | |
| Africa total | | | | | | 21,455 | | | | | | 661 | | | | | | 49 | | |
| France | | | | | | 3,444 | | | | | | 310 | | | | | | 9 | | |
| Germany | | | | | | 14,739 | | | | | | — | | | | | | — | | |
| Spain | | | | | | 11,490 | | | | | | — | | | | | | — | | |
| Europe total | | | | | | 29,722 | | | | | | 310 | | | | | | 9 | | |
| Argentina | | | | | | 487 | | | | | | — | | | | | | 11 | | |
| Brazil | | | | | | 20,732 | | | | | | 2,083 | | | | | | 109 | | |
| Chile | | | | | | 3,737 | | | | | | — | | | | | | 137 | | |
| Colombia | | | | | | 4,982 | | | | | | — | | | | | | 6 | | |
| Paraguay | | | | | | 1,443 | | | | | | — | | | | | | — | | |
| Latin America total | | | | | | 45,816 | | | | | | 2,719 | | | | | | 357 | | |
_______________
In January 2021, we entered into the Telxius Acquisition, pursuant to which we 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 EUR (approximately $9.4 billion at the date of signing), subject to certain adjustments.
We completed the acquisition of nearly 27,000 communications sites in June 2021 and acquired the approximately 4,000 remaining communications sites in Germany in August 2021, for total consideration of approximately 7.9 billion EUR (approximately $9.6 billion as of the closing dates), subject to certain post-closing adjustments.
| Chicago, IL | | | | | | 2 | | | | | | 233 | | |
| Orlando, FL | | | | | | 1 | | | | | | 129 | | |
| Total | | | | | | 27 | | | | | | 3,063 | | |
Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our Asia-Pacific property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites.
For the year ended December 31, 2021, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit, although overall churn rates in India remained elevated relative to historical levels.
We anticipate that our churn rate in India will moderate over time and result in reduced impacts on our property revenue, gross margin and operating profit.
In the immediate term, we believe that our churn rate may remain elevated as our tenants in India evaluate how best to comply with the recent court rulings by the Supreme Court of India and determine their obligations under payment plans for the AGR fees and charges prescribed by such court, as further discussed in Item 1A of this Annual Report under the caption “Risk Factors—Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.
As further set forth in Item 1A of this Annual Report under the caption “Risk Factors,” the ongoing COVID-19 pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our customers and the demand for our communications infrastructure in the United States and globally.
We have taken a variety of actions to ensure the continued availability of our communications infrastructure assets, while ensuring the safety and security of our employees, customers,
vendors and surrounding communities.
An excerpt. Shown here: 40 of 331 rewritten, 40 of 148 added and 40 of 189 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
17 rewritten, 4 added, 7 removed, 23 unchanged
The following table provides information as of December 31, [removed: 2021] [added: 2022] about our market risk exposure associated with changing interest rates.
| Long-Term Debt | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | | | | |
| Weighted-Average Interest Rate (a) | | | [removed: 4.07] [added: 3.26] | | % | | | | [removed: 3.28] [added: 3.49] | | % | | | | [removed: 3.49] [added: 2.68] | | % | | | | [removed: 2.67] [added: 2.58] | | % | | | | [removed: 2.58] [added: 2.30] | | % | | | | [removed: 2.36] [added: 2.54] | | % | | | | | | | | | | | | | | | |
| Hedged Fixed-Rate Notional Amount | | | $ | [removed: 600.0] [added: 500.0] | | | | | $ | [removed: 500.0] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,100.0] [added: 500.0] | | | | | $ | [removed: 11.0] [added: (6.2)] | | (d) | | |
| Variable Rate Debt Rate (e) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.19] [added: 5.18] | | % | | | | | | | | | |
(a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; [removed: the CoreSite senior unsecured notes, which were subsequently repaid in full on January 7, 2022;] our senior unsecured notes (see note 8 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured [removed: notes); the Kenya Debt;] [added: notes), excluding] the [removed: U.S. Subsidiary Debt;] [added: 3.000% Notes (as defined below);] and other debt including finance leases.
(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on June 30, 2025; the 2021 Credit Facility, which matures on January 31, 2027; the 2021 Term Loan, which matures on January 31, 2027; the 2021 EUR Three Year Delayed Draw Term Loan, which matures on May 28, 2024; the 2021 USD [removed: 364-Day] [added: Two] Year Delayed Draw Term Loan, which matures on December 28, [removed: 2022;] [added: 2023; the 3.000% Notes;] and [added: other debt including] the [removed: 2021 USD Two Year Delayed Draw Term Loan, which matures on December 28, 2023.][added: Nigeria Letters of Credit.]
(c) Based on rates effective as of December 31, [removed: 2021.][added: 2022.]
(d) As of December 31, [removed: 2021,] [added: 2022,] the interest rate swap agreements in the United States were included in [removed: Other non-current assets] [added: Accrued expenses] on the consolidated balance sheet.
As of December 31, [removed: 2021,] [added: 2022,] we had three interest rate swap agreements related to [removed: the 2.250% Notes.][added: a portion of our 3.000% senior unsecured notes due 2023 (the “3.000% Notes”).]
[removed: Variable rate debt as of December 31, 2021 consisted of $4.4] billion under the 2021 [removed: Multicurrency Credit Facility, $1.4 billion under the 2021 Credit Facility, $1.0 billion under the 2021] Term Loan, [removed: $938.2] [added: $883.2] million under the 2021 EUR Three Year Delayed Draw Term Loan, [removed: $3.0 billion under the 2021 USD 364-Day Delayed Draw Term Loan,] $1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan, [removed: $600.0] [added: $500.0] million under the interest rate swap agreements related to the [removed: 2.250%] [added: 3.000%] Notes and [removed: $500.0] [added: $16.2] million under the [removed: interest rate swap agreements related to the 3.000% Notes.][added: Nigeria Letters of Credit.]
A 10% increase in current interest rates would result in an additional [removed: $16.3] [added: $42.4] million of interest expense for the year ended December 31, [removed: 2021.][added: 2022.]
For the year ended December 31, [removed: 2021, 44%] [added: 2022, 43%] of our revenues and 52% of our total operating expenses were denominated in foreign currencies.
As of December 31, [removed: 2021,] [added: 2022,] we have incurred intercompany debt that is not considered to be permanently reinvested, and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in [removed: $66.7] [added: $40.5] million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, [removed: 2021.][added: 2022.]
As of December 31, [removed: 2021,] [added: 2022,] we have 7.3 billion EUR (approximately [removed: $8.3] [added: $7.8] billion) denominated debt outstanding.
An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, [removed: 2021.][added: 2022.]
| Fixed Rate Debt (a) | | | $ | 2,298.0 | | | | | $ | 2,155.4 | | | | | $ | 3,712.6 | | | | | $ | 3,336.6 | | | | | $ | 3,889.2 | | | | | $ | 14,541.9 | | | | | $ | 29,933.7 | | | | | $ | 26,131.6 | | | | |
| Variable Rate Debt (b) | | | $ | 2,216.2 | | | | | $ | 883.2 | | | | | $ | 3,788.7 | | | | | $ | — | | | | | $ | 2,080.0 | | | | | $ | — | | | | | $ | 8,968.1 | | | | | $ | 8,961.8 | | | | |
| Weighted-Average Interest Rate (b)(c) | | | 4.71 | | % | | | | 2.73 | | % | | | | 4.68 | | % | | | | — | | % | | | | 5.46 | | % | | | | — | | % | | | | | | | | | | | | | | | |
Variable rate debt as of December 31, 2022 consisted of $3.8 billion under the 2021 Multicurrency Credit Facility, $1.1 billion under the 2021 Credit Facility, $1.0
| Fixed Rate Debt (a) | | | $ | 968.7 | | | | | $ | 2,312.7 | | | | | $ | 2,152.8 | | | | | $ | 3,746.1 | | | | | $ | 3,370.1 | | | | | $ | 17,410.5 | | | | | $ | 29,960.9 | | | | | $ | 30,545.1 | | | | |
| Variable Rate Debt (b) | | | $ | 3,600.0 | | | | | $ | 2,200.0 | | | | | $ | 938.2 | | | | | $ | 4,388.4 | | | | | $ | — | | | | | $ | 2,410.0 | | | | | $ | 13,536.6 | | | | | $ | 13,556.9 | | | | |
| Weighted-Average Interest Rate (b)(c) | | | 1.42 | | % | | | | 1.81 | | % | | | | 1.13 | | % | | | | 1.21 | | % | | | | — | | % | | | | 1.23 | | % | | | | | | | | | | | | | | | |
These swaps were designated as fair value hedges, had an aggregate notional amount of $600.0 million, had an interest rate of one-month LIBOR plus applicable spreads and expired in January 2022.
The 2.250% Notes were subsequently repaid in full on January 14, 2022.
In addition, we have three interest rate swap agreements related to a portion of our 3.000% senior unsecured notes due 2023 (the “3.000% Notes”).
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 1. BUSINESS
59 rewritten, 42 added, 29 removed, 190 unchanged
We refer to this business as our property operations, which accounted for [removed: 97%] [added: 98%] of our total revenues for the year ended December 31, [removed: 2021.][added: 2022.]
These services include site application, zoning and [removed: permitting and] [added: permitting,] structural [removed: analysis,] [added: analysis and construction management,] which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
As of December 31, [removed: 2021,] [added: 2022,] our communications real estate portfolio of [removed: 220,131] [added: 224,768] communications sites included [removed: 43,308] [added: 43,275] communications sites in the U.S. & Canada, [removed: 75,725] [added: 78,469] communications sites in Asia-Pacific, [removed: 22,165] [added: 23,755] communications sites in Africa, [removed: 30,041] [added: 30,721] communications sites in Europe and [removed: 48,892] [added: 48,548] communications sites in Latin America, as well as [added: (i)] urban telecommunications assets, including fiber, in Argentina, Brazil, Colombia, India, [removed: Mexico and] [added: Mexico,] South Africa and [added: Spain, (ii)] other property interests in Australia, [removed: Canada] [added: Canada, New Zealand] and the United [removed: States.][added: States and (iii) 28 data center facilities across ten United States markets.]
As of December 31, [removed: 2021,] [added: 2022,] our REIT-qualified businesses included our U.S. tower leasing business, a majority of our U.S. indoor DAS networks business, our Services and Data Centers segments, as well as most of our operations in [added: Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda.]
We [removed: will now] report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.
Our property operations accounted for [removed: 97%, 99%] [added: 98%, 97%] and [removed: 98%] [added: 99%] of our total revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
[removed: Our] [added: Within our tower leasing operations, our] tenants lease space on our communications real estate, where they install and maintain their equipment.
Based upon foreign currency exchange rates and the tenant leases in place as of December 31, [removed: 2021,] [added: 2022,] we expect to generate over [removed: $61] [added: $62] billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.
[added: We expect that our churn rate in our U.S. & Canada property segment will continue to be elevated for a period of several years through 2025 due to contractual lease cancellations] and non-renewals [added: by T-Mobile US, Inc. (“T-Mobile”), including legacy Sprint Corporation leases,] pursuant to the terms of our master lease agreement with T-Mobile [removed: US, Inc. (“T-Mobile,” and the agreement, the] [added: (the] “T-Mobile MLA”) entered into in September 2020.
Our property segments accounted for the following percentage of [removed: consolidated total revenue for the years ended December 31,:]
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| U.S. & Canada | | | [removed: 52] [added: 47] | | % | | | | [removed: 56] [added: 52] | | % | | | | [removed: 55] [added: 56] | | % |
| Asia-Pacific | | | [removed: 13] [added: 10] | | % | | | | [removed: 14] [added: 13] | | % | | | | [removed: 16] [added: 14] | | % |
| Africa | | | 11 | | % | | | | 11 | | % | | | | [removed: 8] [added: 11] | | % |
| Europe | | | [removed: 5] [added: 7] | | % | | | | [removed: 2] [added: 5] | | % | | | | 2 | | % |
| Latin America | | | 16 | | % | | | | 16 | | % | | | | [removed: 18] [added: 16] | | % |
| Data Centers | | | [removed: 0] [added: 7] | | % | | | | [removed: —] [added: 0] | | % | | | | — | | % |
*Communications Sites.* Approximately [added: 89%,] 95% [added: and 95%] of revenue in our property segments was attributable to our communications sites, excluding DAS networks, for [removed: each of] the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020, respectively.]
Our top tenants by revenue for each property segment are as follows for the year ended December 31, [removed: 2021:][added: 2022:]
- Asia-Pacific: [removed: Vodafone Idea Limited;] Bharti Airtel Limited (“Airtel”); [removed: and] Reliance [removed: Jio] [added: Jio; and VIL] accounted for an aggregate of [removed: 89%] [added: 90%] of Asia-Pacific property segment revenue.
- Africa: Airtel; and MTN Group Limited (“MTN”) accounted for an aggregate of [removed: 73%] [added: 78%] of Africa property segment revenue.
- Europe: Telefónica S.A. [removed: (“Telefónica”); and Bouygues] [added: (“Telefónica”)] accounted for an aggregate of [removed: 74%] [added: 71%] of Europe property segment revenue.
- Latin America: [added: América Móvil;] AT&T; Telefónica; and [removed: América Móvil] [added: TIM S.p.A.] accounted for an aggregate of [removed: 60%] [added: 74%] of Latin America property segment revenue.
[removed: Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.”] In addition, we are subject to risks related to our international operations, as set forth under the caption “Risk Factors—Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.”
We also offer a small portfolio of outdoor DAS networks as a complementary shared infrastructure solution for our tenants in the United States and in certain [added: international markets.]
- Property Interests. We own portfolios of property interests in Australia, [removed: Canada] [added: Canada, New Zealand] and the United States, including land under carrier or other third-party communications sites, which provide recurring cash flow under complementary leasing arrangements.
We offer tower-related services in the United States, including site application, zoning and [removed: permitting and] [added: permitting,] structural analysis [added: and construction management] services.
This segment accounted for [removed: 3%, 1%] [added: 2%, 3%] and [removed: 2%] [added: 1%] of our total revenue for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
As [added: wireless communications technologies advance and] the use of wireless services on handsets, tablets and other advanced mobile devices [removed: grows and evolves,] [added: grows,] there is a corresponding increase in demand for the communications infrastructure required to [removed: deploy current and future generations of wireless communications technologies.][added: facilitate ever growing network demand.]
To capture this demand, our primary operational focus is to (i) increase the occupancy of our existing communications real estate portfolio to support global connectivity, (ii) invest [removed: in] [added: in,] and selectively [removed: grow] [added: grow,] our communications real estate [removed: portfolio,] [added: portfolio and service offerings, including through platform expansion initiatives,] (iii) further improve our operational performance and [removed: efficiency, including through platform expansion initiatives,] [added: efficiency] and (iv) maintain a strong balance sheet.
In the United States, incremental carrier network activity is being driven by [removed: 4G] [added: ongoing] network densification initiatives as well as the early stages of multiple concurrent 5G network deployments.
- Invest in and selectively grow our communications real estate portfolio to meet our customers’ needs. We seek opportunities to invest in and grow our operations through our capital expenditure [removed: program] [added: program, acquisitions] and [removed: acquisitions.][added: platform expansion initiatives.]
We are also focused on developing and implementing renewable power solutions across our footprint to reduce our reliance on fossil fuels and help improve the overall efficiency of the communications infrastructure and wireless industries through our sustainability and [removed: platform expansion] [added: power as a service (PaaS)] initiatives.
We continue to focus on maintaining a robust liquidity position and, as of December 31, [removed: 2021,] [added: 2022,] had [removed: $6.1] [added: $7.1] billion of available liquidity.
[added: Accordingly,] the BBBEE Act and related codes measure BBBEE Act compliance and good corporate practice by the inclusion of certain ownership, management control, employment equity and other metrics for companies that do business there.
[removed: Existing regulations may subsequently change] or future regulations may be enacted, either of which could have a similar impact as described above, and could materially and adversely affect our operations.
If a tower or new antenna might have a material adverse impact on the environment, FCC or other governmental approval of the tower or antenna could be significantly [removed: delayed.][added: delayed or modifications to the site construction plans may be necessary.]
The U.S. Environmental Protection Agency, or EPA, [removed: and] some of the states and localities in which we [removed: operate,] [added: operate and the governments of other countries in which we operate] have also enacted certain climate change laws and regulations and/or have begun regulating carbon footprints and greenhouse gas emissions and may adopt new regulations related to the use of fossil fuels or requiring the use of alternative fuel or renewable energy sources to power energy resources that serve our data centers.
Efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional [added: electricity.]
Additionally, and in response to various national, state and local laws and guidance enacted in response to the ongoing [removed: COVID-19] [added: coronavirus (“COVID-19”)] pandemic, we implemented work-from-home arrangements and travel restrictions for our employees where practicable, as well as and other modifications to our business practices.
In 2022, we launched operations in New Zealand through the acquisition of land under carrier or other third-party communications sites from Clearspan Pty Ltd for total consideration of approximately 50.1 million New Zealand Dollars (approximately $28.7 million at the date of closing).
In 2022, in connection with the funding of the CoreSite Acquisition, we entered into agreements with certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) for Stonepeak to acquire a noncontrolling ownership interest in our U.S. data center business for total aggregate consideration of approximately $3.1 billion, through an investment in common equity and mandatorily convertible preferred equity (the “Stonepeak Transaction”).
As of December 31, 2022, we hold a common equity interest of approximately 72% in our U.S. data center business, with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily convertible preferred equity.
On a fully converted basis, which is expected to occur four years from the date of the initial closing in August 2022, and on the basis of the currently outstanding equity, we will hold a controlling ownership interest in our U.S. data center business of approximately 64%, with Stonepeak holding approximately 36%.
During the year ended December 31, 2022, churn was approximately 5% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment.
consolidated total revenue for the years ended December 31,:
Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.”
As further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview” and “—Critical Accounting Policies and Estimates,” in the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022 (the “VIL Shortfall”).
In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023.
However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India and, as a result, we determined that certain fixed and intangible assets had been impaired.
As a result of the challenging business environment in India, we are exploring various strategic alternatives aimed at potentially reducing our exposure there, including the sale of an equity interest in our India operations to one or more private investors.
Any such completed transaction could have a material impact on our financial statements and on our results of operations in the period in which any such transaction occurred.
There can be no assurance that any such strategic alternative will be implemented and, if so implemented, as to the timing thereof, and any such proposed transaction would be subject to conditions, including regulatory approvals in India.
*Construction Management.* We offer construction management services to wireless carriers in connection with the deployment of their networks on our tower sites.
Our construction management team oversees construction activities such as contractor sourcing, contractor selection and management, materials management, on-site quality control and closeout documentation for new installations or modifications.
Our construction management capabilities enable us to provide efficient deployment to the carriers while ensuring that the construction work meets our quality control standards.
Our subsidiaries in New Zealand are required to satisfy certain investment and reporting requirements.
Specifically, our subsidiaries are required to invest $10 million in the aggregate in additional land interests under telecommunications assets in New Zealand by September 30, 2027, of which $5 million must be invested by September 30, 2025.
Quarterly reporting for all acquisitions and dispositions is required to be provided to the Overseas Investment Office.
In Latin America, our subsidiary in Chile holds a concession of intermediate telecommunications services and our subsidiary in Argentina holds an information and communications technology service license.
In Peru, our subsidiaries are registered as infrastructure providers at the Ministry of Transport and Communications and in Colombia, our subsidiaries have a general authorization certificate for the provision of telecommunications networks and/or services.
Additionally, in 2023, one of our Brazilian subsidiaries, American Tower do Brasil – Cessao de Infraestruturas S.A. (“ATC Brazil”) issued non-convertible debentures, which are listed on the Brazilian stock exchange.
Although the non-convertible debentures are held by another subsidiary of ours and are eliminated in consolidation, ATC Brazil is still subject to the listing requirements of such exchange.
Existing regulations may subsequently change
When a site is decommissioned, we are required to follow applicable regulatory requirements, including by following decommissioning procedures and environmental management plans.
In 2022, our employees participated in several surveys related to our company-wide sustainability efforts, our internal communications and how we measure up against our targeted values.
We also solicited, and responded to, feedback from our employees regarding our return-to-office policies.
Across the globe, most of our employees now work on a hybrid schedule.
The U.S. Equal Employment Opportunity Commission (the “EEOC”) requires employers to submit an EEO-1 report on an annual basis.
The report breaks down an employer’s workforce by race, ethnicity and gender across job categories established by the EEOC.
We publish the EEO-1 reports on our website, which provides transparency for our stakeholders to better understand our diversity and workforce practices, and helps us identify areas for growth as we continue strengthening our diversity efforts and initiatives.
With the oversight of our Chief Diversity, Equity and Inclusion Officer, we developed our first employee resource group, Women and Allies of American Tower Climb Higher (“WAATCH”), in our U.S. and Latin America offices, to promote better employee connection and collaboration.
WAATCH focuses on mentorship, networking and working with the local communities on charitable initiatives.
Our annual Advanced Leadership Development program, in collaboration with the INSEAD executive education program, provides
For our U.S. employees in underrepresented groups who are considered emerging leaders, we offer The Power of Choice program.
This development opportunity, which is a blend of in-person and virtual sessions, is designed to support these employees through a career path journey.
Our Compensation Committee also approved a shared human capital management goal for the entire executive team for 2022, which focuses on developing talent, with a particular focus on underrepresented groups.
In 2022, our Chief Security Officer implemented several employee safety and security protocols.
In 2022, our Chief Security Officer led the production of enhanced security standards to better protect our people and assets worldwide.
In 2021, we added approximately 31,000 communications sites to our portfolios in Latin America and Europe and launched operations in Spain as part of our transaction with Telxius Telecom, S.A. (“Telxius,” and the acquisition, the “Telxius Acquisition,” as further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview”).
In addition, we launched operations in the Philippines through the construction of new sites therein and in Bangladesh through the acquisition of a controlling interest in Kirtonkhola Tower Bangladesh Limited (the “Bangladesh Acquisition”).
As of December 31, 2021, our data center portfolio consisted of 27 data center facilities across ten United States markets, including the assets acquired as part of the CoreSite Acquisition, as well as our previously acquired data center facilities.
In May 2021 and June 2021, in connection with the funding of the Telxius Acquisition, we 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 subsidiaries whose holdings consist of our operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe,” and the transactions, the “ATC Europe Transactions”).
We completed the ATC Europe Transactions in September 2021 for total aggregate consideration of 2.6 billion Euros (“EUR”) (approximately $3.1 billion at the date of closing).
After the completion of the ATC Europe Transactions, we hold a 52% controlling ownership interest in ATC Europe.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Canada, Costa Rica, France, Germany, Mexico and Nigeria.
In January 2022, a majority of our operations in Ghana, Kenya, South Africa and Uganda became part of the REIT.
During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment.
The Data Centers segment is included within our property operations.
We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.
This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods.
Historical financial information included in this Annual Report has not been adjusted as the amounts attributable to data center assets were insignificant as prior to the fourth quarter of 2021, we owned one data center.
As discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview,” we experienced elevated levels of churn in recent years due to carrier consolidation-driven churn in India.
We anticipate that our churn rate in our Asia-Pacific property segment will moderate over time, however, in the immediate term, we believe that our churn rate may remain elevated as, among other things, our tenants in India evaluate how best to comply with the recent court rulings by the Supreme Court of India and determine their obligations under payment plans for the adjusted gross revenue (“AGR”) fees and charges prescribed by such court, as further discussed in Item 1A of this Annual Report under the caption “Risk Factors—Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” Additionally, we expect that our churn rate in our U.S. & Canada property segment will be elevated for a period of several years due to contractual lease cancellations
international markets.
In Latin America, our subsidiary in Chile holds a license for the provision of passive telecommunications infrastructure and our subsidiary in Argentina holds a license for the leasing of fiber.
Accordingly,
electricity.
In 2021, our employees completed our biennial company-wide engagement survey to provide feedback on our company in nine key areas.
The survey was completed by 91% of our employees globally.
All of the nine areas measured scored over 70% in favorability.
Of note, teamwork and leadership both received an 89% favorability score, employee engagement received an 87% favorability score and diversity and inclusion received an 83% favorability score.
Additionally, our COVID-19 response received a 91% favorability score.
The questions with the highest favorable ratings were focused on our culture, values and ethics.
In 2021, 38% of all
In 2021, we created a new senior role, Chief Security Officer, tasked with helping to ensure the safety and security of our employees globally, as well as implementing best in class security protocols.
You may access, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
An excerpt. Shown here: 40 of 59 rewritten, 40 of 42 added and all 29 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Cover and table of contents
46 rewritten, 11 added, 8 removed, 92 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: 116] [added: 116] Huntington Avenue
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] was [removed: $122.5] [added: $118.7] billion, based on the closing price of the registrant’s common stock as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second quarter.
As of February [removed: 17, 2022,] [added: 16, 2023,] there were [removed: 455,884,806] [added: 465,646,055] shares of common stock outstanding.
Portions of the definitive proxy statement (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange Commission relative to the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]
| [Special Note Regarding Forward-Looking [removed: Statements](#ic16bf4d959ef4698b271811b281e1744_10)] [added: Statements](#if9379378c54a489f8821ca02423d41de_10)] | | | | | | [removed: [iii](#ic16bf4d959ef4698b271811b281e1744_10)] [added: [iii](#if9379378c54a489f8821ca02423d41de_10)] | | |
| ITEM 1. | | | [removed: [Business](#ic16bf4d959ef4698b271811b281e1744_16)] [added: [Business](#if9379378c54a489f8821ca02423d41de_16)] | | | [removed: [1](#ic16bf4d959ef4698b271811b281e1744_16)] [added: [1](#if9379378c54a489f8821ca02423d41de_16)] | | |
| | | | [Products and [removed: Services](#ic16bf4d959ef4698b271811b281e1744_22)] [added: Services](#if9379378c54a489f8821ca02423d41de_22)] | | | [removed: [2](#ic16bf4d959ef4698b271811b281e1744_22)] [added: [2](#if9379378c54a489f8821ca02423d41de_22)] | | |
| | | | [Regulatory [removed: Matters](#ic16bf4d959ef4698b271811b281e1744_28)] [added: Matters](#if9379378c54a489f8821ca02423d41de_28)] | | | [removed: [6](#ic16bf4d959ef4698b271811b281e1744_28)] [added: [6](#if9379378c54a489f8821ca02423d41de_28)] | | |
| | | | [Human Capital [removed: Resources](#ic16bf4d959ef4698b271811b281e1744_34)] [added: Resources](#if9379378c54a489f8821ca02423d41de_34)] | | | [removed: [8](#ic16bf4d959ef4698b271811b281e1744_34)] [added: [9](#if9379378c54a489f8821ca02423d41de_34)] | | |
| | | | [Executive [removed: Officers](#ic16bf4d959ef4698b271811b281e1744_37)] [added: Officers](#if9379378c54a489f8821ca02423d41de_37)] | | | [removed: [9](#ic16bf4d959ef4698b271811b281e1744_37)] [added: [10](#if9379378c54a489f8821ca02423d41de_37)] | | |
| | | | [Available [removed: Information](#ic16bf4d959ef4698b271811b281e1744_40)] [added: Information](#if9379378c54a489f8821ca02423d41de_40)] | | | [removed: [9](#ic16bf4d959ef4698b271811b281e1744_40)] [added: [10](#if9379378c54a489f8821ca02423d41de_40)] | | |
| ITEM 1A. | | | [Risk [removed: Factors](#ic16bf4d959ef4698b271811b281e1744_43)] [added: Factors](#if9379378c54a489f8821ca02423d41de_43)] | | | [removed: [10](#ic16bf4d959ef4698b271811b281e1744_43)] [added: [11](#if9379378c54a489f8821ca02423d41de_43)] | | |
| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#ic16bf4d959ef4698b271811b281e1744_46)] [added: Comments](#if9379378c54a489f8821ca02423d41de_46)] | | | [removed: [20](#ic16bf4d959ef4698b271811b281e1744_46)] [added: [21](#if9379378c54a489f8821ca02423d41de_46)] | | |
| ITEM 2. | | | [removed: [Properties](#ic16bf4d959ef4698b271811b281e1744_49)] [added: [Properties](#if9379378c54a489f8821ca02423d41de_49)] | | | [removed: [20](#ic16bf4d959ef4698b271811b281e1744_49)] [added: [21](#if9379378c54a489f8821ca02423d41de_49)] | | |
| ITEM 3. | | | [Legal [removed: Proceedings](#ic16bf4d959ef4698b271811b281e1744_52)] [added: Proceedings](#if9379378c54a489f8821ca02423d41de_52)] | | | [removed: [21](#ic16bf4d959ef4698b271811b281e1744_52)] [added: [23](#if9379378c54a489f8821ca02423d41de_52)] | | |
| ITEM 4. | | | [Mine Safety [removed: Disclosures](#ic16bf4d959ef4698b271811b281e1744_55)] [added: Disclosures](#if9379378c54a489f8821ca02423d41de_55)] | | | [removed: [21](#ic16bf4d959ef4698b271811b281e1744_55)] [added: [23](#if9379378c54a489f8821ca02423d41de_55)] | | |
| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic16bf4d959ef4698b271811b281e1744_61)] [added: Securities](#if9379378c54a489f8821ca02423d41de_61)] | | | [removed: [22](#ic16bf4d959ef4698b271811b281e1744_61)] [added: [24](#if9379378c54a489f8821ca02423d41de_61)] | | |
| | | | [Performance [removed: Graph](#ic16bf4d959ef4698b271811b281e1744_67)] [added: Graph](#if9379378c54a489f8821ca02423d41de_67)] | | | [removed: [22](#ic16bf4d959ef4698b271811b281e1744_67)] [added: [24](#if9379378c54a489f8821ca02423d41de_67)] | | |
| ITEM 6. | | | [removed: [\[Reserved\]](#ic16bf4d959ef4698b271811b281e1744_73)] [added: [\[Reserved\]](#if9379378c54a489f8821ca02423d41de_73)] | | | [removed: [23](#ic16bf4d959ef4698b271811b281e1744_73)] [added: [25](#if9379378c54a489f8821ca02423d41de_73)] | | |
| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic16bf4d959ef4698b271811b281e1744_79)] [added: Operations](#if9379378c54a489f8821ca02423d41de_79)] | | | [removed: [23](#ic16bf4d959ef4698b271811b281e1744_79)] [added: [26](#if9379378c54a489f8821ca02423d41de_79)] | | |
| | | | [Executive [removed: Overview](#ic16bf4d959ef4698b271811b281e1744_82)] [added: Overview](#if9379378c54a489f8821ca02423d41de_82)] | | | [removed: [23](#ic16bf4d959ef4698b271811b281e1744_82)] [added: [26](#if9379378c54a489f8821ca02423d41de_82)] | | |
| | | | [Non-GAAP Financial [removed: Measures](#ic16bf4d959ef4698b271811b281e1744_85)] [added: Measures](#if9379378c54a489f8821ca02423d41de_85)] | | | [removed: [28](#ic16bf4d959ef4698b271811b281e1744_85)] [added: [32](#if9379378c54a489f8821ca02423d41de_85)] | | |
| | | | [Results of Operations: Years Ended December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ic16bf4d959ef4698b271811b281e1744_88)] [added: 2021](#if9379378c54a489f8821ca02423d41de_88)] | | | [removed: [30](#ic16bf4d959ef4698b271811b281e1744_88)] [added: [33](#if9379378c54a489f8821ca02423d41de_88)] | | |
| | | | [Liquidity and Capital [removed: Resources](#ic16bf4d959ef4698b271811b281e1744_91)] [added: Resources](#if9379378c54a489f8821ca02423d41de_91)] | | | [removed: [37](#ic16bf4d959ef4698b271811b281e1744_91)] [added: [40](#if9379378c54a489f8821ca02423d41de_91)] | | |
| | | | [Critical Accounting Policies and [removed: Estimates](#ic16bf4d959ef4698b271811b281e1744_94)] [added: Estimates](#if9379378c54a489f8821ca02423d41de_94)] | | | [removed: [49](#ic16bf4d959ef4698b271811b281e1744_94)] [added: [49](#if9379378c54a489f8821ca02423d41de_94)] | | |
| | | | [Accounting Standards [removed: Updates](#ic16bf4d959ef4698b271811b281e1744_97)] [added: Updates](#if9379378c54a489f8821ca02423d41de_97)] | | | [removed: [51](#ic16bf4d959ef4698b271811b281e1744_97)] [added: [52](#if9379378c54a489f8821ca02423d41de_97)] | | |
| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic16bf4d959ef4698b271811b281e1744_100)] [added: Risk](#if9379378c54a489f8821ca02423d41de_100)] | | | [removed: [52](#ic16bf4d959ef4698b271811b281e1744_100)] [added: [52](#if9379378c54a489f8821ca02423d41de_100)] | | |
| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#ic16bf4d959ef4698b271811b281e1744_103)] [added: Data](#if9379378c54a489f8821ca02423d41de_103)] | | | [removed: [53](#ic16bf4d959ef4698b271811b281e1744_103)] [added: [53](#if9379378c54a489f8821ca02423d41de_103)] | | |
| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic16bf4d959ef4698b271811b281e1744_106)] [added: Disclosure](#if9379378c54a489f8821ca02423d41de_106)] | | | [removed: [53](#ic16bf4d959ef4698b271811b281e1744_106)] [added: [53](#if9379378c54a489f8821ca02423d41de_106)] | | |
| ITEM 9A. | | | [Controls and [removed: Procedures](#ic16bf4d959ef4698b271811b281e1744_109)] [added: Procedures](#if9379378c54a489f8821ca02423d41de_109)] | | | [removed: [53](#ic16bf4d959ef4698b271811b281e1744_109)] [added: [53](#if9379378c54a489f8821ca02423d41de_109)] | | |
| | | | [Disclosure Controls and [removed: Procedures](#ic16bf4d959ef4698b271811b281e1744_112)] [added: Procedures](#if9379378c54a489f8821ca02423d41de_112)] | | | [removed: [53](#ic16bf4d959ef4698b271811b281e1744_112)] [added: [53](#if9379378c54a489f8821ca02423d41de_112)] | | |
| | | | [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#ic16bf4d959ef4698b271811b281e1744_115)] [added: Reporting](#if9379378c54a489f8821ca02423d41de_115)] | | | [removed: [54](#ic16bf4d959ef4698b271811b281e1744_115)] [added: [54](#if9379378c54a489f8821ca02423d41de_115)] | | |
| | | | [Changes in Internal Control over Financial [removed: Reporting](#ic16bf4d959ef4698b271811b281e1744_118)] [added: Reporting](#if9379378c54a489f8821ca02423d41de_118)] | | | [removed: [54](#ic16bf4d959ef4698b271811b281e1744_118)] [added: [54](#if9379378c54a489f8821ca02423d41de_118)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ic16bf4d959ef4698b271811b281e1744_121)] [added: Firm](#if9379378c54a489f8821ca02423d41de_121)] | | | [removed: [55](#ic16bf4d959ef4698b271811b281e1744_121)] [added: [55](#if9379378c54a489f8821ca02423d41de_121)] | | |
| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ic16bf4d959ef4698b271811b281e1744_2770)] [added: Inspections](#if9379378c54a489f8821ca02423d41de_124)] | | | [removed: [55](#ic16bf4d959ef4698b271811b281e1744_121)] [added: [55](#if9379378c54a489f8821ca02423d41de_121)] | | |
| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic16bf4d959ef4698b271811b281e1744_127)] [added: Governance](#if9379378c54a489f8821ca02423d41de_130)] | | | [removed: [56](#ic16bf4d959ef4698b271811b281e1744_127)] [added: [56](#if9379378c54a489f8821ca02423d41de_130)] | | |
| ITEM 11. | | | [Executive [removed: Compensation](#ic16bf4d959ef4698b271811b281e1744_130)] [added: Compensation](#if9379378c54a489f8821ca02423d41de_133)] | | | [removed: [57](#ic16bf4d959ef4698b271811b281e1744_130)] [added: [58](#if9379378c54a489f8821ca02423d41de_133)] | | |
| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic16bf4d959ef4698b271811b281e1744_133)] [added: Matters](#if9379378c54a489f8821ca02423d41de_136)] | | | [removed: [57](#ic16bf4d959ef4698b271811b281e1744_133)] [added: [58](#if9379378c54a489f8821ca02423d41de_136)] | | |
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| | | | [Overview](#if9379378c54a489f8821ca02423d41de_19) | | | [1](#if9379378c54a489f8821ca02423d41de_19) | | |
| | | | [Strategy](#if9379378c54a489f8821ca02423d41de_25) | | | [5](#if9379378c54a489f8821ca02423d41de_25) | | |
| | | | [Competition](#if9379378c54a489f8821ca02423d41de_31) | | | [8](#if9379378c54a489f8821ca02423d41de_31) | | |
| | | | [Dividends](#if9379378c54a489f8821ca02423d41de_64) | | | [24](#if9379378c54a489f8821ca02423d41de_64) | | |
| | | | [Issuer Purchases of Equity Securities](#if9379378c54a489f8821ca02423d41de_70) | | | [25](#if9379378c54a489f8821ca02423d41de_70) | | |
FISCAL YEAR ENDED DECEMBER 31, 2022
| ITEM 9B. | | | [Other Information](#if9379378c54a489f8821ca02423d41de_124) | | | [55](#if9379378c54a489f8821ca02423d41de_124) | | |
| | | | [Index to Exhibits](#if9379378c54a489f8821ca02423d41de_151) | | | [59](#if9379378c54a489f8821ca02423d41de_151) | | |
| [Signatures](#if9379378c54a489f8821ca02423d41de_157) | | | | | | [68](#if9379378c54a489f8821ca02423d41de_157) | | |
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
| | | | | | | | | |
| | | | [Overview](#ic16bf4d959ef4698b271811b281e1744_19) | | | [1](#ic16bf4d959ef4698b271811b281e1744_19) | | |
| | | | [Strategy](#ic16bf4d959ef4698b271811b281e1744_25) | | | [4](#ic16bf4d959ef4698b271811b281e1744_25) | | |
| | | | [Competition](#ic16bf4d959ef4698b271811b281e1744_31) | | | [8](#ic16bf4d959ef4698b271811b281e1744_31) | | |
| | | | [Dividends](#ic16bf4d959ef4698b271811b281e1744_64) | | | [22](#ic16bf4d959ef4698b271811b281e1744_64) | | |
| | | | [Index to Exhibits](#ic16bf4d959ef4698b271811b281e1744_148) | | | [59](#ic16bf4d959ef4698b271811b281e1744_148) | | |
| [Signatures](#ic16bf4d959ef4698b271811b281e1744_154) | | | | | | [69](#ic16bf4d959ef4698b271811b281e1744_154) | | |
An excerpt. Shown here: 40 of 46 rewritten, all 11 added and all 8 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. PROPERTIES
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As of December 31, [removed: 2021,] [added: 2022,] we owned and operated a portfolio of [removed: 220,131] [added: 224,768] communications sites, including [removed: 1,778] [added: 1,713] DAS networks.
In addition, we own property interests that we lease to communications service providers and third-party tower operators in Canada and the United States, which are included in our U.S. & Canada property segment, and in [removed: Australia,] [added: Australia and New Zealand,] which are included in our Asia-Pacific property segment, and also own and operate data center facilities and related assets in the United States, which are included in our Data Centers segment.
As of December 31, [removed: 2021,] [added: 2022,] the loan underlying the securitization transactions completed in March 2013 and March 2018 (the “2013 Securitization” and the “2018 Securitization”, respectively, and together, the “Trust Securitizations”) is secured by mortgages, deeds of trust and deeds to secure the loan on substantially all of the [removed: 5,113] [added: 5,102] broadcast and wireless communications towers and related assets owned by the borrowers (the “Trust Sites”) and the secured revenue notes issued in a private transaction completed in May 2015 (the “2015 Securitization”) are secured by mortgages, deeds of trust and deeds to secure debt on substantially all of the [removed: 3,531] [added: 3,516] communications sites owned by subsidiaries of the issuer (the “2015 Secured Sites”).
*Ground Leases.* Of the [removed: 218,353] [added: 223,055] towers in our portfolio as of December 31, [removed: 2021,] [added: 2022,] approximately 90% were located on land we lease.
As a result, [removed: 41%] [added: 43%] of the ground leases for our sites have a final expiration date of [removed: 2031] [added: 2032] and beyond.
For the year ended December 31, [removed: 2021,] [added: 2022,] our top three customers by total revenue were T-Mobile [removed: (20%),] [added: (18%),] AT&T [removed: (19%)] [added: (17%)] and Verizon Wireless [removed: (13%).][added: (11%).]
As a result, approximately [removed: 64%] [added: 56%] of our current tenant leases have a renewal date of [removed: 2027] [added: 2028] or beyond.
*Data Centers.* We own and operate data center facilities and related assets, and as of December 31, [removed: 2021,] [added: 2022,] our data center portfolio consisted of [removed: 27] [added: 28] data center facilities across ten United States markets, including the assets acquired as part of the CoreSite Acquisition, [removed: as well as our previously acquired data center facilities,] across 3.1 million net rentable square feet (“NRSF”).
[removed: We also own or have entered into long-term leases for the majority of our] facilities in international and regional locations for the management and operation of our property and services businesses, including offices in each of our U.S. & Canada, Asia-Pacific, Africa, Europe, Latin America and Data Centers segments.
We also own or have entered into long-term leases for the majority of our
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 4. MINE SAFETY DISCLOSURES
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[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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The performance graph assumes that on December 31, [removed: 2016,] [added: 2017,] $100 was invested in each of our common stock, the S&P 500 Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index.
[removed: ][added: ]
| Dow Jones U.S. Telecommunications Equipment Index | | | | | | 100.00 | | | | | | [removed: 123.05] [added: 108.53] | | | | | | [removed: 133.55] [added: 126.16] | | | | | | [removed: 155.24] [added: 129.08] | | | | | | [removed: 158.83] [added: 188.28] | | | | | | [removed: 231.68] [added: 145.66] | | |
| FTSE Nareit All Equity REITs Index | | | | | | 100.00 | | | | | | [removed: 108.67] [added: 95.96] | | | | | | [removed: 104.28] [added: 123.46] | | | | | | [removed: 134.17] [added: 117.14] | | | | | | [removed: 127.30] [added: 165.51] | | | | | | [removed: 179.87] [added: 124.22] | | |
As of February 16, 2023, we had 465,646,055 outstanding shares of common stock and 137 holders of record.
| | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | |
| American Tower Corporation | | | | | | $ | 100.00 | | | | | $ | 113.32 | | | | | $ | 167.55 | | | | | $ | 166.75 | | | | | $ | 221.59 | | | | | $ | 164.80 | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |
Issuer Purchases of Equity Securities
In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”).
In December 2017, our Board of Directors approved an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common stock (the “2017 Buyback”, and together with the 2011 Buyback the “Buyback Programs”).
During the three months ended December 31, 2022, we repurchased a total of 90,042 shares of our common stock for an aggregate of $18.8 million, including commissions and fees, pursuant to the 2011 Buyback.
There were no repurchases under the 2017 Buyback.
The table below sets forth details of our repurchases under the 2011 Buyback during the three months ended December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | (in millions) | | |
| October 1, 2022 - October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 36.4 | |
| November 1, 2022 - November 30, 2022 | | | | | | 65,319 | | | | | | $ | 206.33 | | | | | 65,319 | | | | | | $ | 22.9 | |
| December 1, 2022 - December 31, 2022 | | | | | | 24,723 | | | | | | $ | 212.97 | | | | | 24,723 | | | | | | $ | 17.6 | |
| Total Fourth Quarter | | | | | | 90,042 | | | | | | $ | 208.15 | | | | | 90,042 | | | | | | $ | 17.6 | |
_______________
(1) Repurchases made pursuant to the 2011 Buyback.
(2) Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.
(3) Remaining under the 2011 Buyback.
We have repurchased a total of 14,451,325 shares of our common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees.
We expect to continue to manage the pacing of the remaining $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors.
We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities.
Purchases under the Buyback Programs are subject to our having available cash to fund repurchases.
Under the Buyback Programs, our management is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors.
With respect to open market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
These programs may be discontinued at any time.
As of February 17, 2022, we had 455,884,806 outstanding shares of common stock and 141 registered holders.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
| | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | |
| American Tower Corporation | | | | | | $ | 100.00 | | | | | $ | 137.69 | | | | | $ | 156.03 | | | | | $ | 230.69 | | | | | $ | 229.60 | | | | | $ | 305.10 | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 9 removed, 29 unchanged
Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of December 31, [removed: 2021] [added: 2022] and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
Based on this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting is effective.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited the internal control over financial reporting of American Tower Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion on those financial statements.
February 23, 2023
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
As discussed in Item 1 of this Annual Report under the caption “Business” and in note 6 to our consolidated financial statements included in this Annual Report, we completed the Telxius Acquisition in June 2021 and August 2021 and the CoreSite Acquisition in December 2021.
As permitted by the rules and regulations of the SEC, we excluded from our assessment the internal control over financial reporting at (i) Telxius, whose financial statements reflect total assets and revenues constituting 17% and 4%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, 2021, and (ii) CoreSite, whose financial statements reflect total assets and revenues constituting 16% and 0%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, 2021.
As set forth above, we excluded from our assessment the internal control over financial reporting at Telxius and CoreSite for the year ended December 31, 2021.
We consider Telxius and CoreSite material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of Telxius and CoreSite into our internal control structure.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Telxius Telecom, S.A., which was acquired in June and August 2021 and whose financial statements constitute 17% of total assets and 4% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
Management also excluded from its assessment the internal control over financial reporting at CoreSite Realty Corporation which was acquired in December 2021 and whose financial statements constitute 16% of total assets and 0% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
Accordingly, our audit did not include the internal control over financial reporting at Telxius or CoreSite.
February 24, 2022
Item 9B. OTHER INFORMATION.
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New section this year
Not applicable.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
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[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
14 rewritten, 13 added, 2 removed, 57 unchanged
Our executive officers and their respective ages and positions as of February [removed: 17, 2022] [added: 16, 2023] are set forth below:
| Thomas A. Bartlett | | | | | | [removed: 63] [added: 64] | | | | | | President and Chief Executive Officer | | |
| Rodney M. Smith | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |
| [removed: Edmund DiSanto] [added: Ruth T. Dowling] | | | | | | [removed: 69] [added: 53] | | | | | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | | |
| Robert J. Meyer | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President and Chief Accounting Officer | | |
| Olivier Puech | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and President, Latin America and EMEA | | |
| Sanjay Goel | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and President, Asia-Pacific | | |
| Steven O. Vondran | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and President, U.S. Tower Division | | |
During his 25-year career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations and business development roles, including as President and Chief Executive Officer of Bell Atlantic International Wireless from 1995 through 2000, where he was responsible for wireless activities in [added: certain regions of] North America, Latin America, Europe and Asia.
He currently sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business [removed: School, is a member of the New England Technology Executive Summit] [added: School] and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.
He earned an M.B.A. from Rutgers University and a Bachelor of Science degree in [added: Industrial] Engineering from Lehigh University.
Mr. Smith earned his M.B.A from Suffolk University, a Certificate of Accountancy from Bentley [removed: College] [added: University] and a Bachelor of Science in Finance from Merrimack College.
[removed: Edmund DiSanto] [added: Dowling] is our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary.
Prior to that, from 1997 to 1998, Mr. Meyer served as Director of Financial Planning and Analysis at First Security Services Corp. Mr. Meyer earned a Masters [added: in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.]
| Edmund DiSanto | | | | | | 70 | | | | | | Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer | | |
He also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
Edmund DiSanto is our Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer.
Prior to his current role, he served as our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary for over 15 years.
Ruth T.
She is also a member of the Board of Directors for ATC Europe and CoreSite.
Since joining us in 2011, Ms. Dowling has served as Senior
Vice President, Corporate Legal, and, most recently, as Senior Vice President and General Counsel for the EMEA and Latin America regions.
In addition, she led American Tower’s Global Remobilization Project Team to care for the safety and well-being of employees during the pandemic.
Prior to joining American Tower, Ms. Dowling was a partner and co-chair of the 150-member litigation department at Edwards Angell Palmer & Dodge LLP and clerked for the Honorable Fred I.
Parker of the United States Second Circuit Court of Appeals.
Ms. Dowling earned her law degree from Duke University School of Law and a Bachelor of Arts from the University of North Carolina Chapel Hill.
She also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.
Item 11. EXECUTIVE COMPENSATION
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The information under “Compensation and Other Information Concerning Directors and Officers” from the Definitive Proxy [removed: Statement] [added: Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance,] is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
45 rewritten, 3 added, 14 removed, 169 unchanged
| 2.2 | | | | | | [Agreement and Plan of Merger, dated November 14, 2021, by [removed: and](https://www.sec.gov/Archives/edgar/data/1053507/000119312521328894/d245474dex21.htm) [among] [added: and among] the Company, American Tower Investments LLC, Appleseed Holdco LLC, [removed: Applesee](https://www.sec.gov/Archives/edgar/data/1053507/000119312521328894/d245474dex21.htm)[d] [added: Appleseed] Merger Sub LLC, Appleseed OP Merger Sub LLC, CoreSite and CoreSite, L.P.](https://www.sec.gov/Archives/edgar/data/1053507/000119312521328894/d245474dex21.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | November 15, 2021 | | | | | | 2.1 | | |
| 4.1 | | | | | | [Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312510119082/dex43.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312510119082/dex43.htm)] | | | | | | S-3ASR | | | | | | 333-166805 | | | | | | May 13, 2010 | | | | | | 4.3 | | |
| 4.2 | | | | | | [Supplemental Indenture No. 4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and [removed: among](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm)[,] [added: among,] the [removed: Company](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm)[,] [added: Company,] American Tower REIT, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm) [and] [added: Inc. and] The Bank of New York Mellon Trust Company N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | January 3, 2012 | | | | | | 4.6 | | |
| 4.3 | | | | | | [Supplemental Indenture No. 6, dated as of January 8, 2013, to Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 3.50% Senior Notes due [removed: 2023](http://www.sec.gov/Archives/edgar/data/1053507/000119312513006971/d463734dex41.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1053507/000119312513006971/d463734dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | January 8, 2013 | | | | | | 4.1 | | |
| 4.9 | | | | | | [Supplemental Indenture No. 6, dated as of September 30, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, [removed: for](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm) [the] [added: for the] 3.125% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | September 30, 2016 | | | | | | 4.1 | | |
| 4.13 | | | | | | [Supplemental Indenture No. 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by [removed: and](http://www.sec.gov/Archives/edgar/data/1053507/000119312518170772/d593510dex41.htm) [among](http://www.sec.gov/Archives/edgar/data/1053507/000119312518170772/d593510dex41.htm) [the] [added: and among the] Company and U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.950% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1053507/000119312518170772/d593510dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | May 22, 2018 | | | | | | 4.1 | | |
| 4.20 | | | | | | [Supplemental Indenture No. 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by [removed: and](http://www.sec.gov/Archives/edgar/data/1053507/000119312520243154/d13911dex41.htm) [among](http://www.sec.gov/Archives/edgar/data/1053507/000119312520243154/d13911dex41.htm) [the] [added: and among the] Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032](http://www.sec.gov/Archives/edgar/data/1053507/000119312520243154/d13911dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | September 10, 2020 | | | | | | 4.1 | | |
| [removed: 4.27] [added: 4.29] | | | | | | [Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as Obligors, and The Bank of New York Mellon, as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex42.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 29, 2015 | | | | | | 4.2 | | |
| [removed: 4.28] [added: 4.30] | | | | | | [Series 2015-2 Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, 2015](http://www.sec.gov/Archives/edgar/data/1053507/000119312515268479/d66554dex44.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 29, 2015 | | | | | | 4.4 | | |
| [removed: 4.29] [added: 4.31] | | | | | | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit429fy2021.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000023/exhibit431fy2022.htm)] | | | | | | Filed herewith as Exhibit [removed: 4.29] [added: 4.31] | | | | | | — | | | | | | — | | | | | | — | | |
| 10.4* | | | | | | [Form of Restricted Stock Unit Agreement [removed: (Non-U.S. Employee)] [added: (U.S. Employee/ Non-Employee Director)] (For grants made [removed: through February 28,] [added: beginning March 1,] 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312513077821/d448028dex109.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1010rsuus.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 27, [removed: 2013] [added: 2019] | | | | | | [removed: 10.9] [added: 10.10] | | |
| 10.5* | | | | | | [Form of [removed: Notice of Grant of] Restricted Stock [removed: Units and RSU] [added: Unit] Agreement [removed: (U.S. Employee / Time) (Non-Employee Director)] [added: (Non-U.S. Employee)] (For grants made [added: beginning] March [removed: 10, 2016 - February 28,] [added: 1,] 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000022/ex101rsu_agreement.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1011rsunonus.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | 001-14195 | | | | | | [removed: March 9, 2016] [added: February 27, 2019] | | | | | | [removed: 10.1] [added: 10.11] | | |
| 10.6* | | | | | | [Form of [added: Notice of Grant of Performance-Based] Restricted Stock [removed: Unit] [added: Units] Agreement (U.S. [removed: Employee/ Non-Employee Director)] [added: Employee)] (For grants made [removed: beginning] March [removed: 1, 2019)] [added: 11, 2019 - April 10, 2020)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1010rsuus.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 27, 2019 | | | | | | [removed: 10.10] [added: 10.14] | | |
| 10.7* | | | | | | [Form of [added: Notice of Grant of Performance-Based] Restricted Stock [removed: Unit] [added: Units] Agreement [removed: (Non-U.S.] [added: (U.S.] Employee) (For grants made beginning [removed: March 1, 2019)] [added: April 11, 2020)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1011rsunonus.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312520109376/d919680dex101.htm)] | | | | | | [removed: 10-K] [added: 8-K/A] | | | | | | 001-14195 | | | | | | [removed: February 27, 2019] [added: April 16, 2020] | | | | | | [removed: 10.11] [added: 10.1] | | |
| 10.8* | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement [removed: (U.S.] [added: (Non-U.S.] Employee) (For grants [removed: made](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm) [March 11, 2019 - April 10, 2020](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm)[)] [added: made beginning June 1, 2021)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1014psu.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000129/exhibit101q22021.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-14195 | | | | | | [removed: February 27, 2019] [added: July 29, 2021] | | | | | | [removed: 10.14] [added: 10.1] | | |
| 10.9* | | | | | | [Form of [removed: Notice of Grant of Performance-Based] Restricted Stock [removed: Units] [added: Unit] Agreement [removed: (U.S. Employee)] [added: (Non-Employee Director)] (For grants made beginning [removed: April 11, 2020)] [added: December 5, 2022)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312520109376/d919680dex101.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000023/exhibit109fy2022.htm)] | | | | | | [removed: 8-K/A] [added: Filed herewith as Exhibit 10.9] | | | | | | [removed: 001-14195] [added: —] | | | | | | [removed: April 16, 2020] [added: —] | | | | | | [removed: 10.1] [added: —] | | |
| [removed: 10.11] [added: 10.10] | | | | | | [Second Amended and Restated Loan and Security Agreement, dated as of March 29, 2018, by and between American Tower Asset Sub, LLC and American Tower Assets Sub II, LLC, as Borrowers, and U.S. Bank National Association, as Trustee for American Tower Trust I, as Lender](http://www.sec.gov/Archives/edgar/data/1053507/000105350718000026/d577971dex102.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | May 2, 2018 | | | | | | 10.2 | | |
| [removed: 10.12] [added: 10.11] | | | | | | [First Amended and Restated Management Agreement, dated as of March 15, 2013, by and between American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Owners, and SpectraSite Communications, LLC, as Manager](http://www.sec.gov/Archives/edgar/data/1053507/000119312513192592/d526997dex102.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | May 1, 2013 | | | | | | 10.2 | | |
| [removed: 10.13] [added: 10.12] | | | | | | [Second Amended and Restated Trust and Servicing Agreement, dated as of March 29, 2018, by and among American Tower Depositor Sub, LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000105350718000026/d577971dex103.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | May 2, 2018 | | | | | | 10.3 | | |
| [removed: 10.14] [added: 10.13] | | | | | | [Second Amended and Restated Cash Management Agreement, dated as of March 29, 2018, by and among American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S. Bank National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities, as Lender, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, U.S. Bank National Association, as Agent, and SpectraSite Communications, LLC, as Manager](http://www.sec.gov/Archives/edgar/data/1053507/000105350718000026/d577971dex104.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | May 2, 2018 | | | | | | 10.4 | | |
| [removed: 10.15] [added: 10.14] | | | | | | [Agreement to Sublease by and among ALLTEL Communications, Inc. the ALLTEL entities and American Towers, Inc. and American Tower Corporation, dated December 19, 2000](http://www.sec.gov/Archives/edgar/data/1053507/000092701601001627/0000927016-01-001627-0003.txt) | | | | | | 10-K | | | | | | 001-14195 | | | | | | April 2, 2001 | | | | | | 2.2 | | |
| [removed: 10.16] [added: 10.15] | | | | | | [Lease and Sublease, dated as of December 14, 2000, by and among SBC Tower Holdings LLC, Southern Towers, Inc., SBC Wireless, LLC and SpectraSite Holdings, Inc.](http://www.sec.gov/Archives/edgar/data/1072048/000095013301501015/w48478ex10-2.txt) | | | | | | SpectraSite Holdings, Inc. Quarterly Report on Form 10-Q | | | | | | 000-27217 | | | | | | May 11, 2001 | | | | | | 10.2 | | |
| [removed: 10.17] [added: 10.16] | | | | | | [Amendment to Lease and Sublease, dated September 30, 2008, by and between SpectraSite, LLC, American Tower Asset Sub II, LLC, SBC Wireless, LLC and SBC Tower Holdings LLC](http://www.sec.gov/Archives/edgar/data/1053507/000119312509105524/dex107.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | May 8, 2009 | | | | | | 10.7 | | |
| [removed: 10.18*] [added: 10.17*] | | | | | | [Summary Compensation Information for Current Named Executive [removed: Officers](https://www.sec.gov/ix?doc=/Archives/edgar/data/1053507/000105350721000031/amt-20210225.htm)] [added: Officers](https://www.sec.gov/ix?doc=/Archives/edgar/data/1053507/000105350722000023/amt-20220224.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | March [removed: 3, 2021] [added: 1, 2022] | | | | | | Item 5.02(e) | | |
| [removed: 10.19] [added: 10.18] | | | | | | [Form of Waiver and Termination Agreement](http://www.sec.gov/Archives/edgar/data/1053507/000119312509045385/dex104.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | March 5, 2009 | | | | | | 10.4 | | |
| [removed: 10.20*] [added: 10.19*] | | | | | | [American Tower Corporation Severance Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312510044876/dex1035.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | March 1, 2010 | | | | | | 10.35 | | |
| [removed: 10.21*] [added: 10.20*] | | | | | | [American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000119312510044876/dex1036.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | March 1, 2010 | | | | | | 10.36 | | |
| [removed: 10.22] [added: 10.24] | | | | | | [removed: [Second] [added: [Third] Amended and Restated Multicurrency Revolving Credit Agreement, dated as of [removed: February 10,] [added: December 8,] 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation [removed: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1029.htm)] [added: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_29.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, [removed: 2021] [added: 2022] | | | | | | 10.29 | | |
| [removed: 10.23] [added: 10.25] | | | | | | [removed: [Third] [added: [Fourth] Amended and Restated Revolving Credit Agreement, dated as of [removed: February 10,] [added: December 8,] 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation [removed: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1030.htm)] [added: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_30.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, [removed: 2021] [added: 2022] | | | | | | 10.30 | | |
| [removed: 10.24] [added: 10.26] | | | | | | [removed: [Eighth Amendment to Term Loan Agreement, dated as of December 20, 2019, providing for the] [added: [Second] Amended and Restated Term Loan Agreement, dated as of December [removed: 20, 2019,] [added: 8, 2021,] among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent; TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties [removed: thereto](https://www.sec.gov/Archives/edgar/data/1053507/000105350720000028/ex1030.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_31.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, [removed: 2020] [added: 2022] | | | | | | [removed: 10.30] [added: 10.31] | | |
| [removed: 10.25] [added: 10.23] | | | | | | [First Amendment to [added: 3-Year] Term Loan Agreement, dated as of [removed: February 10,] [added: December 8,] 2021, among the Company, as Borrower, [removed: Mizuho Bank, Ltd.,] [added: Bank of America, N.A.,] as Administrative Agent, and certain other lenders under the Company’s [removed: Amended and Restated] [added: 3-Year] Term Loan Agreement, dated as of [removed: December 20, 2019](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1032.htm)] [added: February 10, 2021](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_28.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, [removed: 2021] [added: 2022] | | | | | | [removed: 10.32] [added: 10.28] | | |
| [removed: 10.26] [added: 10.22] | | | | | | [removed: [364-Day] [added: [3-Year] Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation [removed: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1044.htm)] [added: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1045.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2021 | | | | | | [removed: 10.44] [added: 10.45] | | |
| 10.27 | | | | | | [removed: [3-Year] [added: [2-Year] Term Loan Agreement, dated as of [removed: February 10,] [added: December 8,] 2021, among the Company, as Borrower, [removed: Bank of America,] [added: JPMorgan Chase Bank,] N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, [removed: BofA Securities, Inc.,] [added: JPMorgan Chase Bank, N.A.,] TD Securities (USA), LLC, Mizuho Bank, Ltd., [added: BofA Securities, Inc.,] Barclays Bank PLC, Citibank, N.A., [removed: JPMorgan Chase Bank, N.A.,] RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, [added: BofA Securities, Inc.,] Citibank, N.A., [removed: JPMorgan Chase Bank, N.A.,] Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation [removed: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1045.htm)] [added: Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_33.htm)] | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, [removed: 2021] [added: 2022] | | | | | | [removed: 10.45] [added: 10.33] | | |
| [removed: 10.34] [added: 10.28] | | | | | | [Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc.](http://www.sec.gov/Archives/edgar/data/1053507/000119312515059026/d846752dex1045.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 24, 2015 | | | | | | 10.45 | | |
| [removed: 10.35] [added: 10.29] | | | | | | [Master Prepaid Lease, dated as of March 27, 2015, among certain subsidiaries of the Company and Verizon Communications Inc.](http://www.sec.gov/Archives/edgar/data/1053507/000119312515162716/d912783dex108.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 30, 2015 | | | | | | 10.8 | | |
| [removed: 10.36] [added: 10.30] | | | | | | [Sale Site Master Lease Agreement, dated as of March 27, 2015, among certain subsidiaries of the Company, Verizon Communications Inc. and certain of its subsidiaries](http://www.sec.gov/Archives/edgar/data/1053507/000119312515162716/d912783dex109.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 30, 2015 | | | | | | 10.9 | | |
| [removed: 10.37] [added: 10.31] | | | | | | [MPL Site Master Lease Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC](http://www.sec.gov/Archives/edgar/data/1053507/000119312515162716/d912783dex1010.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 30, 2015 | | | | | | 10.10 | | |
| [removed: 10.38] [added: 10.32] | | | | | | [Management Agreement, dated as of March 27, 2015, among Verizon Communications Inc., and certain of its subsidiaries and ATC Sequoia LLC](http://www.sec.gov/Archives/edgar/data/1053507/000119312515162716/d912783dex1011.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 30, 2015 | | | | | | 10.11 | | |
| [removed: 10.41] [added: 10.33] | | | | | | [Agreement For the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1041.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2021 | | | | | | 10.41 | | |
| [removed: 10.42] [added: 10.34] | | | | | | [Agreement For the Sale and Purchase of the Towers LatAm Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1042.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2021 | | | | | | 10.42 | | |
| 4.27 | | | | | | [Supplemental Indenture No. 12, dated as of April 1, 2022, by and between American Tower Corporation and U.S. Bank Trust Company, National Association, as Trustee, for the 3.650% Senior Notes due 2027 and the 4.050% Senior Notes due 2032](https://www.sec.gov/Archives/edgar/data/1053507/000119312522093656/d313612dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | April 1, 2022 | | | | | | 4.1 | | |
| 4.28 | | | | | | [Indenture dated as of June 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312522165192/d468790dex432.htm) | | | | | | S-3ASR | | | | | | 333-265348 | | | | | | June 1, 2022 | | | | | | 4.32 | | |
| 10.21* | | | | | | [Letter Agreement, dated as of October 2, 2022, by and between the Company and Ruth T. Dowling](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000023/exhibit1021fy2022.htm) | | | | | | Filed herewith as Exhibit 10.21 | | | | | | — | | | | | | — | | | | | | — | | |
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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Description of Document | | | | | | Form | | | | | | File No. | | | | | | Date of Filing | | | | | | Exhibit No. | | |
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
| 10.10* | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made beginning June 1, 2021) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000129/exhibit101q22021.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 29, 2021 | | | | | | 10.1 | | |
| 10.28 | | | | | | [First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_28.htm) | | | | | | Filed herewith as Exhibit 10.28 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.29 | | | | | | [Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_29.htm) | | | | | | Filed herewith as Exhibit 10.29 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.30 | | | | | | [Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_30.htm) | | | | | | Filed herewith as Exhibit 10.30 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.31 | | | | | | [Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent; TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_31.htm) | | | | | | Filed herewith as Exhibit 10.31 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.32 | | | | | | [364-Day Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, JPMorgan Chase Bank, N.A., TD Securities (USA), LLC, Mizuho Bank, Ltd., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_32.htm) | | | | | | Filed herewith as Exhibit 10.32 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.33 | | | | | | [2-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, JPMorgan Chase Bank, N.A., TD Securities (USA), LLC, Mizuho Bank, Ltd., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents](https://www.sec.gov/Archives/edgar/data/1053507/000105350722000017/exhibit10_33.htm) | | | | | | Filed herewith as Exhibit 10.33 | | | | | | — | | | | | | — | | | | | | — | | |
| 10.39 | | | | | | [Securities Purchase Agreement, dated as of November 4, 2020, by and among IWG Holdings, LLC, American Tower Investments LLC and IWG Rep, LLC](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1039.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2021 | | | | | | 10.39 | | |
| 10.40 | | | | | | [First Amendment to Securities Purchase Agreement, dated as of December 22, 2020, by and among IWG Holdings, LLC, American Tower Investments LLC and IWG Rep, LLC](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000026/exhibit1040.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2021 | | | | | | 10.40 | | |
An excerpt. Shown here: 40 of 45 rewritten, all 3 added and all 14 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
837 rewritten, 286 added, 313 removed, 1,232 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the [removed: 24th] [added: 23rd] day of February, [removed: 2022.][added: 2023.]
| /S/ THOMAS A. BARTLETT | | | | | | President and Chief Executive Officer (Principal Executive Officer), Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ RODNEY M. SMITH | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ ROBERT J. MEYER | | | | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ TERESA H. CLARKE | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ RAYMOND P. DOLAN | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ KENNETH R. FRANK | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ ROBERT D. HORMATS | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ GRACE D. LIEBLEIN | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ JOANN A. REED | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ PAMELA D. A. REEVE | | | | | | Chair of the Board, Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ DAVID E. SHARBUTT | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ BRUCE L. TANNER | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| /S/ SAMME L. THOMPSON | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#ic16bf4d959ef4698b271811b281e1744_163)] [added: Firm](#if9379378c54a489f8821ca02423d41de_166)] (PCAOB ID No. 34) | | | | | | [removed: [2](#ic16bf4d959ef4698b271811b281e1744_163)] [added: [2](#if9379378c54a489f8821ca02423d41de_166)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ic16bf4d959ef4698b271811b281e1744_166)] [added: 2021](#if9379378c54a489f8821ca02423d41de_169)] | | | | | | [removed: [4](#ic16bf4d959ef4698b271811b281e1744_166)] [added: [5](#if9379378c54a489f8821ca02423d41de_169)] | | |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ic16bf4d959ef4698b271811b281e1744_169)] [added: 2020](#if9379378c54a489f8821ca02423d41de_172)] | | | | | | [removed: [5](#ic16bf4d959ef4698b271811b281e1744_169)] [added: [6](#if9379378c54a489f8821ca02423d41de_172)] | | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ic16bf4d959ef4698b271811b281e1744_172)] [added: 2020](#if9379378c54a489f8821ca02423d41de_175)] | | | | | | [removed: [6](#ic16bf4d959ef4698b271811b281e1744_172)] [added: [7](#if9379378c54a489f8821ca02423d41de_175)] | | |
| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ic16bf4d959ef4698b271811b281e1744_175)] [added: 2020](#if9379378c54a489f8821ca02423d41de_178)] | | | | | | [removed: [7](#ic16bf4d959ef4698b271811b281e1744_175)] [added: [8](#if9379378c54a489f8821ca02423d41de_178)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ic16bf4d959ef4698b271811b281e1744_178)] [added: 2020](#if9379378c54a489f8821ca02423d41de_181)] | | | | | | [removed: [8](#ic16bf4d959ef4698b271811b281e1744_178)] [added: [9](#if9379378c54a489f8821ca02423d41de_181)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ic16bf4d959ef4698b271811b281e1744_181)] [added: Statements](#if9379378c54a489f8821ca02423d41de_184)] | | | | | | [removed: [9](#ic16bf4d959ef4698b271811b281e1744_181)] [added: [10](#if9379378c54a489f8821ca02423d41de_184)] | | |
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the [removed: ‘financial statements’).][added: “financial statements”).]
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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 [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved [added: our] especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
[removed: How] [added: *How] the Critical Audit Matter Was Addressed in the [removed: Audit][added: Audit*]
Our [removed: principal] audit procedures related to the [removed: forecasts] [added: assumptions and estimates] of future [removed: cash flows for the intangible assets] [added: tenant retention rates, revenue growth rates,] and [added: margin projections used to estimate] the [removed: selection] [added: timing and extent] of [removed: the tenant growth rates] [added: future cash flows,] and [added: the] discount [removed: rates] [added: rate and the determination of market multiples used by management to estimate fair value,] included the following, among others:
/s/ Deloitte & Touche [removed: LLP]
| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |
| Cash and cash equivalents | | | [added: $] | [added: 2,028.4] | | [added: | | |] $ | 1,949.9 | | | | | $ | 1,746.3 | |
| Restricted cash | | | [added: 112.3] | | | [added: | | |] 393.4 | | | | | | 115.1 | | |
| Accounts receivable, net | | | | | | [removed: 728.9] [added: 758.3] | | | | | | [removed: 511.6] [added: 728.9] | | |
| Prepaid and other current assets | | | | | | [removed: 657.2] [added: 723.3] | | | | | | [removed: 532.6] [added: 657.2] | | |
| Total current assets | | | | | | [removed: 3,729.4] [added: 3,622.3] | | | | | | [removed: 2,905.6] [added: 3,729.4] | | |
| PROPERTY AND EQUIPMENT, net | | | | | | [removed: 19,784.0] [added: 19,998.3] | | | | | | [removed: 12,808.7] [added: 19,784.0] | | |
| GOODWILL | | | | | | [removed: 13,350.1] [added: 12,956.7] | | | | | | [removed: 7,282.7] [added: 13,350.1] | | |
| OTHER INTANGIBLE ASSETS, net | | | | | | [removed: 20,727.2] [added: 17,983.3] | | | | | | [removed: 13,839.8] [added: 20,727.2] | | |
| DEFERRED TAX ASSET | | | | | | [removed: 131.6] [added: 129.2] | | | | | | [removed: 123.1] [added: 131.6] | | |
| /S/ KELLY C. CHAMBLISS | | | | | | Director | | | | | | February 23, 2023 | | |
| Kelly C. Chambliss | | | | | | | | | | | | | | |
F-1
Revenue Recognition for Significant Contract Modifications - Refer to Notes 1 and 4 to the financial statements.
The Company’s contracts with major tenants are often governed by a master lease agreement that contains terms and provisions governing the tenant’s right to use the Company’s telecommunications sites and the land on which the sites are located (the “lease component”) and the tenant’s responsibility for reimbursement of various costs incurred by the Company in operating the telecommunications towers and supporting the tenant’s equipment as well as other services and contractual rights (the “non-lease components”).
The master lease agreements contain both lease and non-lease components, may contain unusual or non-standard terms, and often pertain to many of the Company’s telecommunications sites.
In the current year, the Company amended a master lease agreement with a major tenant.
Management of the Company exercised significant judgment in determining the appropriate revenue recognition for the amended master lease agreement, including the following:
- Determination of the lease and non-lease components and whether they should be accounted for as a combined lease component or separately.
- Determination of the stand-alone selling prices for each performance obligation in the master lease agreement if not accounted for with the lease component.
- Determination of the fixed and variable consideration in the master lease agreement, the impact of cancellation and renewal provisions, the estimated term of each of the individual contracts impacted by the master lease agreement, and the pattern of recognition for each lease component or performance obligation.
We identified the amended master lease agreement with a major tenant as a critical audit matter because the audit effort required to evaluate the Company’s judgments in determining the appropriate revenue recognition for the impact of a multi-faceted, complex master lease agreement entered into with the major tenant was extensive.
Our principal audit procedures related to the Company’s amended master lease agreement with the major customer included the following:
- We tested the effectiveness of internal controls related to the Company’s process for evaluating the proper accounting for the master lease agreement.
- We evaluated the Company’s significant accounting policies related to the master lease agreement for reasonableness and compliance with the applicable accounting standards.
- We evaluated the master lease agreement and performed the following procedures:
◦Obtained and evaluated the documents that were part of the overall master lease agreement.
◦Tested the Company’s identification of the significant terms for completeness and accuracy, including the identification of the lease and non-lease components, cancellation and renewal provisions, estimated term and fixed and variable consideration.
◦Tested the completeness and accuracy of leases subject to the master lease agreement.
◦Assessed the terms and provisions in the master lease agreement and evaluated the appropriateness of the Company’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.
- We tested the mathematical accuracy of the Company’s determination of revenue and the associated timing of revenue recognized in the financial statements.
Recoverability of goodwill and long-lived assets – India Reporting Unit - Refer to Notes 1, 3, 5, 16, and 22 to the financial statements.
*Critical Audit Matter Description*
The Company reviews goodwill for impairment at least annually or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.
Additionally, the Company reviews other long-lived assets to be held and used and which are subject to depreciation or amortization, such as property and equipment, tenant-related intangible assets, network location intangible assets, and right-of-use assets on operating leases 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's evaluation of recovery of goodwill involves the comparison of the carrying amount of a reporting unit inclusive of allocated goodwill to the fair value of the applicable reporting unit.
The Company’s evaluation of the recovery of long-lived assets, involves a comparison of the carrying amount of the long-lived asset to the future undiscounted cash flows expected to be generated by the asset.
If these assets are determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value.
Fair value is generally determined using forecasted cash flows discounted using an estimated weighted average cost of capital.
As of December 31, 2022, the India reporting unit had goodwill of approximately $881.6 million.
As the fair value of the India reporting unit exceeded its’ carrying amount as of December 31, 2022, the Company determined that its related goodwill was not impaired.
Other long-lived assets to be held and used in India at December 31, 2022 consisted of property and equipment, tenant-related intangible assets, network location intangible assets, and right of use assets of approximately $924.4 million, $379.5 million, $266.7 million and $668.9 million, respectively, after impairments were recorded during the year then ended of $58.6 million, $411.6 million, $38.4 million and $0.0 million, respectively.
We identified the evaluation of the recovery of goodwill and long-lived assets held in the Company’s India reporting unit, along with any related impairments, as a critical audit matter due to the significant judgments made by management to estimate the timing and amount of cash flows and related estimated fair values used in the impairment analyses.
There was a high degree of auditor judgment in evaluating management's assumptions and estimates related to future tenant retention rates (specifically, a high degree of subjective auditor judgment was required to evaluate future revenues related to variability in receipts from a significant tenant in India), revenue growth rates, margin projections, the timing of future cash flows, the discount rate used and the determination of market multiples for the India reporting unit and related long-lived assets.
*How the Critical Audit Matter Was Addressed in the Audit*
- We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the India reporting unit.
- We tested the effectiveness of internal controls over management’s long-lived asset impairment evaluation.
- We evaluated management’s ability to forecast future tenant retention rates, revenue growth rates, margin projections and timing of future cash flows by comparing actual results to management’s historical forecasts.
- We evaluated the reasonableness of management’s use of tenant retention rates, growth rates, margin projections and timing of future cash flows by comparing the forecasts to:
◦Historical results.
[Table of Conten](#ic16bf4d959ef4698b271811b281e1744_7)[ts](#ic16bf4d959ef4698b271811b281e1744_7)
| /S/ GUSTAVO LARA CANTU | | | | | | Director | | | | | | February 24, 2022 | | |
| Gustavo Lara Cantu | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
Telxius Acquisition – Refer to Notes 1, 5 and 6 to the financial statements
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
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.
- 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.
February 24, 2022
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | | | | | |
| 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 | | | | | | | | |
| 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) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
| Impact of lease accounting standard adoption | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24.7) | | | | | | — | | | | | | (24.7) | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,887.8 | | | | | | 28.8 | | | | | | 1,916.6 | | | | | | | | |
_______________
| Payments for short-term investments | | | | | | — | | | | | | — | | | | | | (355.9) | | |
| Purchases of redeemable noncontrolling interests | | | | | | (175.7) | | | | | | (861.7) | | | | | | (425.7) | | |
| Purchase of noncontrolling interest | | | | | | — | | | | | | — | | | | | | (68.5) | | |
In January 2022, a majority of the Company’s operations in Ghana, Kenya, South Africa and Uganda became part of the REIT.
*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.
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.
An excerpt. Shown here: 40 of 837 rewritten, 40 of 286 added and 40 of 313 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.