American Tower (AMT) 10-K risk factor changes: FY2023 vs FY2022

- zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof; [added: and]

- governmental licensing of spectrum or restriction or revocation of our customers’ spectrum [removed: licenses;][added: licenses.]

- 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, [removed: such as the material adverse effect of the COVID-19 pandemic on the global economy and markets,] inflation, slowing growth, rising interest rates or recession;

- delays or changes in the deployment of next generation wireless technologies; [removed: and]

[removed: Our] [added: One of our] largest [removed: customer] [added: customers] in India is VIL, which represented approximately [removed: 3.2%] [added: 3%] of our total revenue for the year ended December 31, [removed: 2022.][added: 2023.]

As a [removed: result,] [added: result of the VIL Shortfall, during the year ended December 31, 2022,] we determined that certain fixed and intangible assets [added: and tenant-related intangible assets for VIL] had been [removed: impaired during the year ended December 31, 2022.][added: impaired.]

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” [added: included in this Annual Report.]

For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operation—Results] [added: Operations—Results] of [removed: Operation"] [added: Operations”] included in this Annual Report.

[removed: Continued] [added: If the Pending ATC TIPL Transaction does not close, additional] 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 the event a customer [removed: terminates] [added: terminates, consolidates or restructures] its [removed: business] [added: business,] or separately sells its [removed: spectrum,] [added: spectrum or wireless assets,] we may experience increased churn as a result.

Increasing competition within our [removed: industry] [added: industries] may materially and adversely affect our revenue.

Our [removed: industry is] [added: industries are] highly competitive and our customers have numerous alternatives in leasing communications infrastructure assets.

[added: We may not be able to renew existing customer leases] or enter into new [added: customer] leases, [added: 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.

Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and [removed: operations.][added: operations or with incomplete information.]

These could result from numerous factors, including [removed: energy cost] [added: limited power availability] and [removed: availability,] [added: grid distribution constraints due to current high demand,] human error, equipment failure, physical, electronic and [removed: cyber security] [added: cybersecurity] 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 emergencies and failure of business partners.

[removed: In addition, as] [added: As] we continue to [removed: invest] [added: engage] in partnership opportunities to support our expansion initiatives, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present governance challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that partnership or to execute buyouts of their interests.

Competition [removed: for] [added: to purchase] assets could adversely affect our ability to achieve our return on investment criteria.

These advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities [removed: and] [added: and,] as a result, we may lose existing or potential data center customers, incur costs to improve our [removed: properties] [added: data centers] or be forced to reduce our rental rates.

Our leverage and debt service 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 [added: may reduce funds available] to satisfy our distribution requirements.

Our leverage and debt service [removed: obligations, including as a result of our recent CoreSite Acquisition,] [added: obligations] could have significant negative consequences to our business, results of operations or financial condition, including:

The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, [removed: significantly] [added: and] increased the federal funds rate [added: on four occasions] during [removed: 2022 and has indicated that further rate increases may be announced in the short-term to combat rising inflation in the United States.][added: 2023.]

The United States and other large global economies experienced historically high inflation during 2022, which [removed: has] continued into [removed: the beginning of] 2023.

The Federal Reserve Board and other central banks [removed: 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 [removed: disruptions, governmental stimulus or fiscal policies, as well as the ongoing military conflict between Russia and Ukraine.]

Inflation can materially [added: and] adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business.

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 [removed: operations or] [added: operations,] financial [removed: condition.][added: condition or the underlying value of foreign subsidiaries.]

The Federal Reserve Board and other central banks have recently raised interest rates [removed: aggressively,] to their highest levels in [removed: the last four to five] decades.

These covenants could have an adverse effect on our business by limiting our ability to take advantage of [removed: financing,] [added: financing] new tower or other communications infrastructure development, mergers and acquisitions or other opportunities.

In addition, in certain jurisdictions, we and certain of our customers are required to pay annual [removed: license fees,] [added: licenses, fees or taxes,] which may be subject to substantial increases by the government, or new fees may be enacted and applied retroactively.

[removed: Additionally, we] have government customers for several of our communications sites and data centers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

Efforts to regulate greenhouse gas emissions, the use of fossil fuels or [removed: requirement] [added: requirements] 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 have direct or indirect effects on our business by increasing the cost of compliance.

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 [removed: matters.][added: matters, including policies related to disclosure requirements.]

In addition, to meet our goals, we may [removed: be required] [added: need] to expend significant [removed: resources to meet them,] [added: resources,] which could increase our operational costs.

For example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends [added: paid, which could increase our income tax expense.]

Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life [removed: safety regulations and ADA federal requirements.]

Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer 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 [removed: 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.][added: condition.]

While we maintain insurance coverage for certain natural 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 [removed: was] [added: as] wildfire damage caused by our towers.

As part of our normal business activities, including in our data centers, we rely on energy systems, cooling systems, communication networks, information technology and other computing [removed: resources.][added: resources, and collect, store, manage and otherwise process third-party data, including our customers’ data and our own data.]

These threats may result from human error, equipment [removed: failure or] [added: failure,] fraud or malice on the part of employees or third parties.

A party who is able to compromise the security measures on our or our vendors’ networks or the security of our communications infrastructure could misappropriate [removed: either] our proprietary information or the personal information of our [removed: customers or] [added: customers,] our [removed: employees,] [added: employees] or [added: management, or] cause interruptions or malfunctions in our operations or our customers’ operations.

- technological changes;

In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.

Additionally, the Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing a transaction on acceptable terms.

Additionally, some of our international customers may use consolidation and/or restructuring to address financial or other competitive pressures, which could in turn result in the sale of wireless assets.

Strategic partnerships and divestitures, such as the Pending ATC TIPL Transaction, may materially and adversely affect our financial condition, results of operations or cash flows.

Furthermore, we continually evaluate the performance, capital needs and strategic fit of all of our businesses and, as a result of such evaluation, may sell some or all of the equity interests in a particular business or components of a business.

Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel.

We cannot assure you that we will be successful in managing these or any other significant risks that we may encounter related to the divestiture of a business.

Any divestiture we undertake could materially and adversely affect our business, reputation, financial condition, results of operations and cash flows, and may also result in a diversion of management’s attention, operational difficulties and losses.

Divestitures and our evaluation of assets or businesses in connection with potential divestitures may result in asset impairment charges, including those related to goodwill and other intangible assets, or losses realized in connection with a transaction, which could have an impact on our financial condition and results of operations.

Specifically with respect to our India reporting unit, we concluded that a triggering event occurred as of September 30, 2023, primarily due to indications of value received from third parties in connection with our review of various strategic alternatives for our India operations, including the potential sale of equity interests.

As a result, we performed an interim quantitative goodwill impairment test as of September 30, 2023

using, among other things, the information obtained from third parties to compare the fair value of the India reporting unit to its carrying amount, including goodwill.

The result of our interim goodwill impairment test as of September 30, 2023 indicated that the carrying amount of our India reporting unit exceeded our estimated fair value.

As a result, we recorded a goodwill impairment charge of $322.0 million as of September 30, 2023.

The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated statements of operations.

We expect to complete the Pending ATC TIPL Transaction in the second half of 2024.

The Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing the transaction during 2024 or at all.

Further, the Pending ATC TIPL Transaction agreement terms include representations and warranties by us that are supported by indemnification obligations, and breaches could require us to indemnify the buyer for certain events, which could result in adverse impact on the expected financial benefit we expect from the Pending ATC TIPL Transaction.

disruptions, governmental stimulus or fiscal policies, as well as ongoing global military conflicts.

Additionally, higher inflation or higher costs of capital could also impact the risk premiums or market returns on our assets.

Changes in costs of capital could adversely impact the underlying value of our assets, which could in turn result in impairment charges.

Additionally, we

In addition, as of January 1, 2024, we and our subsidiaries, in principle, would be subject to the Organization for Economic Cooperation and Development (OECD) Global Anti-Base Erosion Rules (more commonly referred to as the “Pillar 2 Rules”) as promulgated by jurisdictions.

The Pillar 2 Rules can potentially lead to additional taxes (“Top-Up Tax”) when the effective tax rate (as defined by the Pillar 2 Rules) in a jurisdiction is below 15%.

The Pillar 2 Rules, however, do not apply to “Excluded Entities” and certain subsidiaries of Excluded Entities.

We are currently analyzing our qualification as an Excluded Entity as a “Real Estate Investment Vehicle.” In the event we do not qualify as a Real Estate Investment Vehicle, Top-Up Taxes may apply beginning in fiscal year 2026 on our United States income and may be material.

Safe harbor exceptions are expected to apply for the majority of our non-United States income, and for those entities that do not meet certain safe harbor tests, the impact to us as a whole is expected to be immaterial.

It is noted that the Pillar 2 Rules are still yet to be implemented in most of the jurisdictions in which we operate.

Developments will be monitored as guidance and local implementation progresses.

We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.

safety regulations and ADA federal requirements.

Additionally, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.

We are vulnerable to physical or cybersecurity breaches, attacks, computer viruses, ransomware, malware, fraud, worms, adverse impacts of artificial intelligence, social engineering, denial-of-service attacks, malicious software programs, insider threats, unauthorized access and other cybersecurity incidents that could disrupt our or our vendors’ operations, expose us to liability and have a material adverse effect on our financial performance and operating results.

detect that a cyber breach has occurred or implement security measures in a timely manner.

- technological changes.

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.

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.

included in this Annual Report.

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

For example, failure to successfully and efficiently operate and expand acquired assets from the CoreSite Acquisition may adversely affect our business, financial condition and results of operations.

Any significant additional federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition.

We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates.

The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced plans to phase out certain LIBOR rates by June 2023.

As contemplated, the continuation of LIBOR on the current basis cannot be assured after June 2023, and LIBOR will cease to exist or otherwise be unsuitable for benchmarking.

While our bank facilities contain fallback provisions to establish an alternative rate in the event LIBOR is unavailable, the elimination of LIBOR could have an adverse impact on our business, results of operations, or financial condition.

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.

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.

Furthermore, the use of an alternative rate could result in increased costs, including increased interest expense, and increased borrowing and hedging costs in the future.

We cannot predict the effect of the FCA’s decision not to sustain LIBOR or, if changes ultimately are made to LIBOR, the effect those changes may have on our interest expense related to borrowings under our bank facilities, certain other debt service obligations and interest swap agreements, which could potentially negatively impact our financial condition.

Changes in laws, regulations and judicial 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.

These factors could materially and adversely affect our business, results of operations or financial condition.

paid, which could increase our income tax expense.

We may be vulnerable to physical or cybersecurity breaches that could disrupt our operations and have a material adverse effect on our financial performance and operating results.

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.

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and [removed: expenses] [added: expenses,] and the related disclosure of contingent assets and liabilities at the date of our financial statements.

We also hold other telecommunications [removed: infrastructure, fiber] [added: infrastructure] and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States.

We refer to the business encompassing the above as our property operations, which accounted for [removed: 98%] [added: 99%] of our total revenues for the year ended December 31, [removed: 2022] [added: 2023] 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 permitting, structural [removed: analysis] and [added: mount analyses, and] construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, [removed: 2022:][added: 2023:]

| Asia-Pacific total | | | | | | [removed: 77,647] [added: 76,884] | | | | | | — | | | | | | [removed: 822] [added: 763] | | |

| Burkina Faso | | | | | | [removed: 726] [added: 731] | | | | | | — | | | | | | — | | |

| South Africa | | | | | | [removed: 2,994] [added: 2,692] | | | | | | — | | | | | | — | | |

| Africa total | | | | | | [removed: 23,041] [added: 24,160] | | | | | | [removed: 657] [added: —] | | | | | | [removed: 57] [added: 69] | | |

| Europe: [added: (4)] | | | | | | | | | | | | | | | | | | | | |

| France | | | | | | [removed: 3,943] [added: 4,096] | | | | | | 303 | | | | | | [removed: 8] [added: 9] | | |

| Europe total | | | | | | [removed: 30,409] [added: 30,928] | | | | | | 303 | | | | | | [removed: 9] [added: 10] | | |

| Costa Rica | | | | | | [removed: 700] [added: 705] | | | | | | — | | | | | | 2 | | |

| Mexico | | | | | | [removed: 9,560] [added: 9,581] | | | | | | 186 | | | | | | 92 | | |

| Peru | | | | | | [removed: 3,948] [added: 3,965] | | | | | | 450 | | | | | | 1 | | |

(1)Approximately [removed: 95%] [added: 98%] of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.

As of December 31, [removed: 2022,] [added: 2023,] our property portfolio included 28 operating data center facilities across ten markets in the United States that collectively comprise approximately [removed: 3.1] [added: 3.3] million NRSF of data center space, as detailed below:

| San Francisco Bay, CA | | | | | | 8 | | | | | | [removed: 940] [added: 939] | | |

| Los Angeles, CA | | | | | | 3 | | | | | | [removed: 670] [added: 724] | | |

| Northern Virginia, VA | | | | | | 5 | | | | | | [removed: 536] [added: 586] | | |

| New York, NY | | | | | | 2 | | | | | | [removed: 250] [added: 285] | | |

| Denver, CO | | | | | | 2 | | | | | | [removed: 35] [added: 37] | | |

| Miami, FL | | | | | | 2 | | | | | | [removed: 47] [added: 115] | | |

Accordingly, the vast majority of the revenue generated by our property operations during the year ended December 31, [removed: 2022] [added: 2023] was recurring revenue that we should continue to receive in future periods.

Most of our tenant leases for our communications sites have provisions that periodically increase [added: or “escalate”] the rent due under the lease, typically based on [added: (a)] an annual fixed escalation (averaging approximately 3% in the United States) or [added: (b)] an inflationary index in most of our international markets, or a combination of both.

Based upon existing customer leases and foreign currency exchange rates as of December 31, [removed: 2022,] [added: 2023,] we expect to generate over [removed: $62] [added: $60] billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.

Following the [removed: court] rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by [removed: such] [added: the] court, we [removed: continue to experience] [added: have experienced] 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, [added: one of] our largest [removed: customer] [added: customers] in India, VIL, communicated that it would make partial [removed: payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.][added: payments.]

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 [removed: would instead continue to make partial payments.]

We considered these [removed: recent] developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our [added: 2022] annual impairment assessments for long-lived assets and goodwill in [removed: India.][added: India, and, as a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022, which resulted in an impairment charge of $508.6 million.]

[removed: As a result, we] [added: We] determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.

[removed: An] [added: 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 [removed: million.][added: million during the year ended December 31, 2022.]

We [removed: expect] [added: will continue] to [removed: periodically] evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.

[removed: The convertible debentures] [added: In February 2023, and as amended in August 2023, VIL issued the VIL OCDs, which] are [added: (a)] to be repaid by VIL with [removed: interest and ATC TIPL has the option to convert the debentures] [added: interest, or (b) convertible] into equity of VIL.

During the year ended December 31, [removed: 2022,] [added: 2023,] churn was approximately [removed: 5%] [added: 3%] of our tenant billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.

We expect that our churn rate in our U.S. & Canada property segment will remain elevated [removed: for a period of several years] 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.

- Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and [removed: decommissioning.][added: decommissioning, partially offset, in certain cases, by revenue reserve provisions.]

- 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 [added: networks.]

In markets with rapidly evolving network technology, such as South [removed: Africa, Poland] [added: Africa] and most of the countries in Latin America where we do business, initial voice networks, for the most part, have already been built out, and carriers are increasingly focused on [removed: 4G] [added: the early stages of 5G] network deployments.

| Canada | | | | | | 220 | | | | | | — | | | | | | — | | |

| United States | | | | | | 27,142 | | | | | | 15,091 | | | | | | 452 | | |

| U.S. & Canada total | | | | | | 27,362 | | | | | | 15,091 | | | | | | 452 | | |

| Bangladesh | | | | | | 579 | | | | | | — | | | | | | — | | |

| India (3) | | | | | | 75,950 | | | | | | — | | | | | | 763 | | |

| Philippines | | | | | | 355 | | | | | | — | | | | | | — | | |

| Ghana | | | | | | 3,486 | | | | | | — | | | | | | 37 | | |

| Kenya | | | | | | 3,855 | | | | | | — | | | | | | 11 | | |

| Niger | | | | | | 916 | | | | | | — | | | | | | — | | |

| Nigeria | | | | | | 8,296 | | | | | | — | | | | | | — | | |

| Uganda | | | | | | 4,184 | | | | | | — | | | | | | 21 | | |

| Germany | | | | | | 14,947 | | | | | | — | | | | | | — | | |

| Spain | | | | | | 11,885 | | | | | | — | | | | | | 1 | | |

| Argentina | | | | | | 499 | | | | | | — | | | | | | 11 | | |

| Brazil | | | | | | 20,563 | | | | | | 2,029 | | | | | | 122 | | |

| Chile | | | | | | 3,700 | | | | | | — | | | | | | 144 | | |

| Colombia | | | | | | 4,969 | | | | | | — | | | | | | 6 | | |

| Paraguay | | | | | | 1,455 | | | | | | — | | | | | | — | | |

| Latin America total | | | | | | 45,437 | | | | | | 2,665 | | | | | | 378 | | |

(3)As further discussed below, in January 2024, we entered into the Pending ATC TIPL Transaction.

(4)During the year ended December 31, 2023, we completed the sale of our subsidiary in Poland.

| Total | | | | | | 28 | | | | | | 3,266 | | |

We recorded reserves in late 2022 and the first half of 2023 for the VIL Shortfall.

In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.

If converted, such equity shall be free to trade in the open market beginning on the one year anniversary of the date of issuance of the VIL OCDs.

The VIL OCDs were issued for an aggregate face value of 16.0 billion Indian Rupees (“INR”) (approximately $193.2 million on the date of issuance) and will mature on August 27, 2024.

The fair value of the VIL OCDs at issuance was approximately $116.5 million.

Additionally, in 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth.

The strategic review concluded in January 2024 with our signed agreement with DIT for the Pending ATC TIPL Transaction.

During the process, and based on information gathered therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying value exceeded fair value.

As a result, we recorded a goodwill impairment charge of $322.0 million for the quarter ended September 30, 2023.

On January 4, 2024, we entered into an agreement with DIT for the Pending ATC TIPL Transaction, pursuant to which DIT will acquire a 100% ownership interest in ATC TIPL.

We will retain the full economic benefit associated with the VIL OCDs and rights to payments on certain existing customer receivables.

Total aggregate consideration would potentially represent up to approximately 210 billion INR (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT.

The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval.

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

- An increase of $34.6 million in other revenue, primarily due to a decrease in revenue reserves of $31.4 million as a result of reserves taken in the prior year period related to the VIL Shortfall.

- An increase of $1.3 million in other revenue, primarily due to an increase from straight-line accounting, partially offset by an increase in revenue reserves.

◦Partially offset by a decrease of $0.7 million from other tenant billings; and

- An increase of $9.9 million in other revenue, which includes an increase attributable to our Spain fiber business acquired in the second quarter of 2022;

| Canada | | | | | | 221 | | | | | | — | | | | | | — | | |

| United States | | | | | | 27,413 | | | | | | 15,187 | | | | | | 454 | | |

| U.S. & Canada total | | | | | | 27,634 | | | | | | 15,187 | | | | | | 454 | | |

| Bangladesh | | | | | | 481 | | | | | | — | | | | | | — | | |

| India | | | | | | 76,826 | | | | | | — | | | | | | 822 | | |

| Philippines | | | | | | 340 | | | | | | — | | | | | | — | | |

| Ghana | | | | | | 3,503 | | | | | | 657 | | | | | | 36 | | |

| Kenya | | | | | | 3,416 | | | | | | — | | | | | | 9 | | |

| Niger | | | | | | 860 | | | | | | — | | | | | | — | | |

| Nigeria | | | | | | 7,562 | | | | | | — | | | | | | — | | |

| Uganda | | | | | | 3,980 | | | | | | — | | | | | | 12 | | |

| Germany | | | | | | 14,799 | | | | | | — | | | | | | — | | |

| Poland | | | | | | 57 | | | | | | — | | | | | | — | | |

| Spain | | | | | | 11,610 | | | | | | — | | | | | | 1 | | |

| 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 | | |

| | | | | | | | | | | | | | | |

| Total | | | | | | 28 | | | | | | 3,058 | | |

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.

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 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.

We will continue to actively monitor the 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.

networks.

In India, the ongoing transition from 2G technology to 4G technology has included a period of carrier consolidation, whereby the number of carriers operating in the marketplace has been reduced through mergers, acquisitions and select carrier exits from the marketplace, which we believe is now substantially complete.

We believe that this consolidation process has resulted in an industry structure that is more constructive for both the wireless carriers and communications infrastructure over the long-term.

customer base.

With higher smartphone and advanced device penetration and significantly higher per capita data usage, carrier investment in networks is focused on 4G coverage and capacity, as well as the early stages of 5G deployment.

In 2021, we significantly grew our portfolio of data center facilities through the acquisition of over 20 data center facilities and related assets in the United States, including through the CoreSite Acquisition.

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

◦Partially offset by:

▪A decrease of $92.5 million resulting from churn in excess of contractual escalations (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA);

▪An increase of $38.7 million in other revenue, which includes a $35.4 million increase due to straight-line accounting.

- A decrease of $78.3 million in other revenue, primarily due to revenue reserves of $52.5 million related to the VIL Shortfall (as discussed above) and a decrease of $13.1 million due to straight-line accounting, primarily related to a write off of VIL balances; and

The following table provides information as of December 31, [removed: 2022] [added: 2023] about our market risk exposure associated with changing interest rates.

| Long-Term Debt | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | | | | |

| Weighted-Average Interest Rate (a) | | | [removed: 3.26] [added: 3.78] | | % | | | | [removed: 3.49] [added: 2.67] | | % | | | | [removed: 2.68] [added: 2.58] | | % | | | | [removed: 2.58] [added: 2.54] | | % | | | | [removed: 2.30] [added: 4.03] | | % | | | | [removed: 2.54] [added: 3.19] | | % | | | | | | | | | | | | | | | |

(a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; 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), excluding the 3.000% Notes (as defined below);] [added: notes);] and other debt including finance leases.

(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on [removed: June 30, 2025;] [added: July 1, 2026;] the 2021 Credit Facility, which matures on [removed: January 31, 2027;] [added: Ju1y 1, 2028;] 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; [removed: the 2021 USD Two Year Delayed Draw Term Loan, which matures on December 28, 2023; the 3.000% Notes;] and other debt including the Nigeria Letters of Credit.

(c) Based on rates effective as of December 31, [removed: 2022.][added: 2023.]

Variable rate debt as of December 31, [removed: 2022] [added: 2023] consisted of [removed: $3.8 billion] [added: $723.4 million] under the 2021 Multicurrency Credit Facility, [removed: $1.1] [added: $1.6] billion under the 2021 Credit Facility, $1.0 [added: billion under the 2021 Term Loan, $910.7 million under the 2021 EUR Three Year Delayed Draw Term Loan, and $3.4 million]

A 10% increase in current interest rates would result in an additional [removed: $42.4] [added: $26.1] million of interest expense for the year ended December 31, [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2022, 43%] [added: 2023, 44%] of our revenues and [removed: 52%] [added: 53%] of our total operating expenses were denominated in foreign currencies.

As of December 31, [removed: 2022,] [added: 2023,] 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: $40.5] [added: $35.6] million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we have [removed: 7.3] [added: 7.5] billion EUR (approximately [removed: $7.8] [added: $8.3] 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: 2022.][added: 2023.]

| Fixed Rate Debt (a) | | | $ | 2,273.3 | | | | | $ | 3,729.9 | | | | | $ | 3,354.1 | | | | | $ | 4,593.6 | | | | | $ | 6,078.8 | | | | | $ | 14,911.1 | | | | | $ | 34,940.8 | | | | | $ | 32,454.3 | | | | |

| Variable Rate Debt (b) | | | $ | 914.2 | | | | | $ | — | | | | | $ | 723.4 | | | | | $ | 1,000.0 | | | | | $ | 1,603.4 | | | | | $ | — | | | | | $ | 4,241.0 | | | | | $ | 4,241.1 | | | | |

| Weighted-Average Interest Rate (b)(c) | | | 4.99 | | % | | | | — | | % | | | | 6.09 | | % | | | | 6.58 | | % | | | | 6.57 | | % | | | | — | | % | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

under the Nigeria Letters of Credit.

For interest rate swaps, the table presents notional principal amounts and weighted-average interest rates (in millions, except percentages).

| 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 | | % | | | | — | | % | | | | | | | | | | | | | | | |

| Interest Rate Swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Hedged Fixed-Rate Notional Amount | | | $ | 500.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 500.0 | | | | | $ | (6.2) | | (d) | | |

| Variable Rate Debt Rate (e) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.18 | | % | | | | | | | | | |

(d) As of December 31, 2022, the interest rate swap agreements in the United States were included in Accrued expenses on the consolidated balance sheet.

(e) Represents the weighted average variable rate of interest based on contractual notional amount as a percentage of total notional amounts.

As of December 31, 2022, we had three interest rate swap agreements related to a portion of our 3.000% senior unsecured notes due 2023 (the “3.000% Notes”).

These swaps have been designated as fair value hedges, have an aggregate notional amount of $500.0 million, have an interest rate of one-month LIBOR plus applicable spreads and expire in June 2023.

billion under the 2021 Term Loan, $883.2 million under the 2021 EUR Three Year Delayed Draw Term Loan, $1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan, $500.0 million under the interest rate swap agreements related to the 3.000% Notes and $16.2 million under the Nigeria Letters of Credit.

We refer to this [added: business, inclusive of our data center] business [added: discussed below,] as our property operations, which accounted for [removed: 98%] [added: 99%] of our total revenues for the year ended December 31, [removed: 2022.][added: 2023.]

These services include site application, zoning and permitting, structural [removed: analysis] and [added: mount analyses, and] construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

We also hold other telecommunications [removed: infrastructure, fiber] [added: infrastructure] and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States that we [removed: lease] [added: provide for the leasing of space] primarily to enterprises, network operators, cloud providers and supporting service providers.

As of December 31, [removed: 2022,] [added: 2023,] our communications real estate portfolio of [removed: 224,768] [added: 224,502] communications sites included [removed: 43,275] [added: 42,905] communications sites in the U.S. & Canada, [removed: 78,469] [added: 77,647] communications sites in Asia-Pacific, [removed: 23,755] [added: 24,229] communications sites in Africa, [removed: 30,721] [added: 31,241] communications sites in Europe and [removed: 48,548] [added: 48,480] communications sites in Latin America, as well as (i) urban telecommunications [removed: assets, including fiber,] [added: assets] in Argentina, Brazil, Colombia, India, [removed: Mexico,] South Africa and Spain, (ii) other property interests in Australia, Canada, New Zealand and the United States and (iii) 28 data center facilities across ten United States markets.

Accordingly, we generally are not required to pay U.S. federal income taxes on income generated by our REIT operations, including the income derived from leasing space on our towers and in our data centers, as we receive a dividends paid deduction for distributions to stockholders that [removed: generally] offsets our REIT [added: taxable] income and gains.

As of December 31, [removed: 2022,] [added: 2023,] 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 Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda.

Our property operations accounted for [removed: 98%, 97%] [added: 99%, 98%] and [removed: 99%] [added: 97%] of our total revenues for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Based upon foreign currency exchange rates and the tenant leases in place as of December 31, [removed: 2022,] [added: 2023,] we expect to generate over [removed: $62] [added: $60] billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.

During the year ended December 31, [removed: 2022,] [added: 2023,] churn was approximately [removed: 5%] [added: 3%] of our tenant billings, primarily driven by churn in our U.S. & Canada property segment.

We expect that our churn rate in our U.S. & Canada property segment will continue to be elevated [removed: for a period of several years] through 2025 due to contractual lease cancellations and non-renewals by T-Mobile US, Inc. (“T-Mobile”), including legacy Sprint Corporation leases, pursuant to the terms of our master lease agreement with T-Mobile (the “T-Mobile MLA”) entered into in September 2020.

- High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing communications site are [added: typically] relatively minimal.

Our property segments accounted for the following percentage of [added: consolidated total revenue for the years ended December 31,:]

[removed: consolidated] [added: This segment accounted for 1%, 2% and 3% of our] total revenue for the years ended December [removed: 31,:][added: 31, 2023, 2022 and 2021, respectively.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| U.S. & Canada | | | [removed: 47] [added: 48] | | % | | | | [removed: 52] [added: 47] | | % | | | | [removed: 56] [added: 52] | | % |

| Asia-Pacific | | | 10 | | % | | | | [removed: 13] [added: 10] | | % | | | | [removed: 14] [added: 13] | | % |

| Europe | | | 7 | | % | | | | [removed: 5] [added: 7] | | % | | | | [removed: 2] [added: 5] | | % |

| Data Centers | | | 7 | | % | | | | [removed: 0] [added: 7] | | % | | | | [removed: —] [added: 0] | | % |

*Communications Sites.* Approximately 89%, [removed: 95%] [added: 89%] and 95% of revenue in our property segments was attributable to our communications sites, excluding DAS networks, for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Our top tenants by revenue for each property segment are as follows for the year ended December 31, [removed: 2022:][added: 2023:]

- U.S. & Canada: AT&T Inc. (“AT&T”); T-Mobile; and Verizon [removed: Wireless] [added: Communications Inc. (“Verizon Wireless”)] accounted for an aggregate of [removed: 88%] [added: 87%] of U.S. & Canada property segment revenue.

- Asia-Pacific: Bharti Airtel Limited (“Airtel”); Reliance Jio; and VIL accounted for an aggregate of [removed: 90%] [added: 88%] of Asia-Pacific property segment revenue.

- Africa: Airtel; and MTN Group Limited (“MTN”) accounted for an aggregate of [removed: 78%] [added: 84%] of Africa property segment revenue.

- Europe: Telefónica S.A. (“Telefónica”) accounted for an aggregate of [removed: 71%] [added: 73%] of Europe property segment revenue.

- Latin America: América Móvil; AT&T; Telefónica; and TIM S.p.A. accounted for an aggregate of [removed: 74%] [added: 75%] of Latin America property segment revenue.

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 [removed: 2022 (the “VIL Shortfall”).][added: 2022.]

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 [removed: payments.][added: payments (the “VIL Shortfall”), for which we recorded reserves in late 2022 and the first half of 2023.]

We considered these [removed: recent] developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our [added: 2022] 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 [removed: impaired.][added: impaired during the year ended December 31, 2022.]

*Managed Networks, [removed: Fiber and Related Assets,] Data Centers and Related Assets, [added: Other Telecommunications Assets,] Property Interests and Shared Generators.* In addition to our communications sites, we also own and operate several types of managed network solutions, provide communications site management services to third parties, manage and lease property interests under carrier or other third-party communications sites, [removed: provide the right to use fiber,] operate data center facilities and [added: related assets, operate other telecommunications assets and] provide back-up power sources to tenants at our sites.

[removed: We also hold lease rights and easement interests on rooftops capable of hosting] communications equipment in locations where towers are generally not a viable solution based on area characteristics.

[removed: *•*Fiber and Related] [added: *•*Other Telecommunications] Assets. We own and operate [added: other telecommunications assets, including] fiber and related [removed: assets] [added: assets,] in certain international markets.

- Data Centers and Related Assets. [removed: As a result of our recent data center acquisitions, we] [added: We] own and operate data center facilities and related assets in the United States, which consist of specialized and secure buildings that house networking, storage and communications technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment.

We offer tower-related services in the United States, including site application, zoning and permitting, structural [removed: analysis] and [added: mount analyses, and] construction management services.

*Structural [removed: Analysis.*] [added: and Mount Analyses.*] We offer structural [removed: analysis] [added: and mount analyses] services to wireless carriers in connection with the installation of their communications equipment on our towers.

Our team of engineers can evaluate whether a tower structure can support the additional burden of the new equipment or if an upgrade is needed, [removed: which enables our tenants to better assess potential sites before making an installation decision.][added: and whether the proposed mount configurations will be capable of supporting the required loads in accordance with applicable standards.]

Our structural [removed: analysis] [added: and mount analyses] capabilities enable us to provide higher quality service to our existing tenants by, among other things, reducing the time required to achieve on-air readiness, while also providing opportunities to offer structural [removed: analysis] [added: and mount analyses] services to third parties.

In the United States, incremental carrier network activity is being driven by ongoing network densification initiatives as well as [removed: the early stages of multiple concurrent] 5G network deployments.

More recently, we have invested in strategic data center assets, including through [removed: the] [added: our acquisition of] CoreSite [removed: Acquisition,] [added: Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”) in late 2021,] which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing communications tower real estate through emerging edge compute opportunities in the future.

We continue to focus on maintaining a robust liquidity position and, as of December 31, [removed: 2022,] [added: 2023,] had [removed: $7.1] [added: $9.6] billion of available liquidity.

In India, [removed: our subsidiary,] ATC [removed: Telecom Infrastructure Private Limited (“ATC TIPL”),] [added: TIPL] holds an Infrastructure Provider Category-I (“IP-I”) Registration Certificate issued by the Indian Ministry of Communications and Information Technology, which permits us to provide tower space to companies licensed as telecommunications service providers under the Indian Telegraph Act of 1885.

On January 4, 2024, through our subsidiaries, ATC Asia Pacific Pte.

Ltd. and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which holds our operations in India, we entered into an agreement with Data Infrastructure Trust (“DIT”), an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT will acquire a 100% ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”).

We will retain the full economic benefit associated with the optionally convertible debentures issued by one of our customers in India, Vodafone Idea Limited (“VIL,” and the optionally convertible debentures, the “VIL OCDs”), and rights to payments on certain existing customer receivables.

Subject to certain pre-closing terms, total aggregate consideration would potentially represent up to approximately 210 billion Indian Rupees (“INR”) (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT.

The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval.

In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.

In 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth.

The strategic review concluded in January 2024 with our signed agreement with DIT for the Pending ATC TIPL Transaction.

During the process, and based on information gathered therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying value exceeded fair value.

As a result, we recorded a goodwill impairment charge for the quarter ended September 30, 2023.

We will continue to evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.

We also hold lease rights and easement interests on rooftops capable of hosting

This enables our tenants to better assess potential sites before making an installation decision.

On an ongoing basis, we also perform a comprehensive assessment of our global operations to ensure our portfolio is positioned to drive sustained growth

and achieve our risk-adjusted return objectives.

This assessment may result in our decision to divest a portion, or all, of certain assets, including our Mexico fiber and Poland businesses in 2023, and our signed agreement in January 2024 with DIT for the Pending ATC TIPL Transaction, and repurpose proceeds, and potential future capital, to other capital priorities.

In Peru, our subsidiaries are registered as infrastructure providers and in Colombia, passive infrastructure activities do not need any authorization, but our fiber subsidiary is registered as a carrier service provider.

In 2023, our employees completed our biennial company-wide engagement survey to provide feedback on American Tower in key areas.

The survey was completed by 88% of our employees.

All of the areas measured scored at least 75% in favorability.

Of note, teamwork received a 90% favorability score, leadership received an 88% favorability score, employee engagement received an 85% favorability score and diversity and inclusion received an 82% favorability score.

The questions with the highest favorable ratings were focused on our culture, our values and ethics.

We monitor our representation internally as well, as it helps us identify areas for growth as we continue strengthening our diversity efforts and initiatives.

Additionally, we have worked to provide access and opportunity for underrepresented groups in the REIT industry.

Our employee resource groups are open to all employees with the goal of enhancing professional development, connection and collaboration for everyone.

For our U.S. employees with high potential, we offer several professional development opportunities designed to support these employees through a career path journey to become inclusive leaders.

*Workplace Safety*.

A related journey risk management program provides support for trips in complex threat environments, and includes hostile environment awareness training, real-time tracking of personnel and 24/7 support.

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 December 2021, we completed the acquisition of CoreSite Realty Corporation (“CoreSite”), consisting of over 20 data center facilities and related assets in eight United States markets, for total consideration of $10.4 billion, including the assumption and repayment of CoreSite’s existing debt (the “CoreSite Acquisition”).

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%.

Historically, churn has averaged approximately 1% to 2% of tenant billings per year.

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.

We expect to continue to evaluate opportunities to invest selectively in and expand these and other similar assets in the future as part of advanced network deployments.

This segment accounted for 2%, 3% and 1% of our total revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

Additionally, in 2018, ATC TIPL issued non-convertible debentures, which are listed on the National Stock Exchange of India.

Although the debt is held by another subsidiary of ours and is eliminated in consolidation, ATC TIPL is still subject to the listing requirements of such exchange.

Additionally, in Uganda, our subsidiary is subject to review for three years commencing in 2020 by a monitoring trustee regarding compliance with certain conditions of approval of our acquisition in 2019 of Eaton Towers Holdings Limited.

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.

In Kenya, our regulator requires all holders of a commercial license to issue at least 30% of their shares to Kenyans within three years of receiving the license unless a waiver is obtained to extend such period of compliance by a year.

Additionally, and in response to various national, state and local laws and guidance enacted in response to the ongoing 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, 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.

WAATCH focuses on mentorship, networking and working with the local communities on charitable initiatives.

The Leadership Excellence at American Tower program supports global senior leaders’ development through its partnership with the Massachusetts Institute of Technology.

Participants learn from leading experts on topics like global strategy and leading in uncertain times.

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.

In 2022, our Chief Security Officer implemented several employee safety and security protocols.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $118.7] [added: $90.2] 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: 16, 2023,] [added: 20, 2024,] there were [removed: 465,646,055] [added: 466,352,208] 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: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [Special Note Regarding Forward-Looking [removed: Statements](#if9379378c54a489f8821ca02423d41de_10)] [added: Statements](#i33c60495941f4a2695af0850d11143df_10)] | | | | | | [removed: [iii](#if9379378c54a489f8821ca02423d41de_10)] [added: [iii](#i33c60495941f4a2695af0850d11143df_10)] | | |

| ITEM 1. | | | [removed: [Business](#if9379378c54a489f8821ca02423d41de_16)] [added: [Business](#i33c60495941f4a2695af0850d11143df_16)] | | | [removed: [1](#if9379378c54a489f8821ca02423d41de_16)] [added: [1](#i33c60495941f4a2695af0850d11143df_16)] | | |

| | | | [Products and [removed: Services](#if9379378c54a489f8821ca02423d41de_22)] [added: Services](#i33c60495941f4a2695af0850d11143df_22)] | | | [removed: [2](#if9379378c54a489f8821ca02423d41de_22)] [added: [2](#i33c60495941f4a2695af0850d11143df_22)] | | |

| | | | [Regulatory [removed: Matters](#if9379378c54a489f8821ca02423d41de_28)] [added: Matters](#i33c60495941f4a2695af0850d11143df_28)] | | | [removed: [6](#if9379378c54a489f8821ca02423d41de_28)] [added: [6](#i33c60495941f4a2695af0850d11143df_28)] | | |

| | | | [Human Capital [removed: Resources](#if9379378c54a489f8821ca02423d41de_34)] [added: Resources](#i33c60495941f4a2695af0850d11143df_34)] | | | [removed: [9](#if9379378c54a489f8821ca02423d41de_34)] [added: [9](#i33c60495941f4a2695af0850d11143df_34)] | | |

| | | | [Executive [removed: Officers](#if9379378c54a489f8821ca02423d41de_37)] [added: Officers](#i33c60495941f4a2695af0850d11143df_37)] | | | [removed: [10](#if9379378c54a489f8821ca02423d41de_37)] [added: [10](#i33c60495941f4a2695af0850d11143df_37)] | | |

| | | | [Available [removed: Information](#if9379378c54a489f8821ca02423d41de_40)] [added: Information](#i33c60495941f4a2695af0850d11143df_40)] | | | [removed: [10](#if9379378c54a489f8821ca02423d41de_40)] [added: [10](#i33c60495941f4a2695af0850d11143df_40)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#if9379378c54a489f8821ca02423d41de_43)] [added: Factors](#i33c60495941f4a2695af0850d11143df_43)] | | | [removed: [11](#if9379378c54a489f8821ca02423d41de_43)] [added: [11](#i33c60495941f4a2695af0850d11143df_43)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#if9379378c54a489f8821ca02423d41de_46)] [added: Comments](#i33c60495941f4a2695af0850d11143df_46)] | | | [removed: [21](#if9379378c54a489f8821ca02423d41de_46)] [added: [22](#i33c60495941f4a2695af0850d11143df_46)] | | |

| ITEM 2. | | | [removed: [Properties](#if9379378c54a489f8821ca02423d41de_49)] [added: [Properties](#i33c60495941f4a2695af0850d11143df_49)] | | | [removed: [21](#if9379378c54a489f8821ca02423d41de_49)] [added: [23](#i33c60495941f4a2695af0850d11143df_49)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#if9379378c54a489f8821ca02423d41de_52)] [added: Proceedings](#i33c60495941f4a2695af0850d11143df_52)] | | | [removed: [23](#if9379378c54a489f8821ca02423d41de_52)] [added: [25](#i33c60495941f4a2695af0850d11143df_52)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#if9379378c54a489f8821ca02423d41de_55)] [added: Disclosures](#i33c60495941f4a2695af0850d11143df_55)] | | | [removed: [23](#if9379378c54a489f8821ca02423d41de_55)] [added: [25](#i33c60495941f4a2695af0850d11143df_55)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if9379378c54a489f8821ca02423d41de_61)] [added: Securities](#i33c60495941f4a2695af0850d11143df_61)] | | | [removed: [24](#if9379378c54a489f8821ca02423d41de_61)] [added: [26](#i33c60495941f4a2695af0850d11143df_61)] | | |

| | | | [Performance [removed: Graph](#if9379378c54a489f8821ca02423d41de_67)] [added: Graph](#i33c60495941f4a2695af0850d11143df_67)] | | | [removed: [24](#if9379378c54a489f8821ca02423d41de_67)] [added: [26](#i33c60495941f4a2695af0850d11143df_67)] | | |

| ITEM 6. | | | [removed: [\[Reserved\]](#if9379378c54a489f8821ca02423d41de_73)] [added: [\[Reserved\]](#i33c60495941f4a2695af0850d11143df_73)] | | | [removed: [25](#if9379378c54a489f8821ca02423d41de_73)] [added: [27](#i33c60495941f4a2695af0850d11143df_73)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if9379378c54a489f8821ca02423d41de_79)] [added: Operations](#i33c60495941f4a2695af0850d11143df_79)] | | | [removed: [26](#if9379378c54a489f8821ca02423d41de_79)] [added: [28](#i33c60495941f4a2695af0850d11143df_79)] | | |

| | | | [Executive [removed: Overview](#if9379378c54a489f8821ca02423d41de_82)] [added: Overview](#i33c60495941f4a2695af0850d11143df_82)] | | | [removed: [26](#if9379378c54a489f8821ca02423d41de_82)] [added: [28](#i33c60495941f4a2695af0850d11143df_82)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#if9379378c54a489f8821ca02423d41de_85)] [added: Measures](#i33c60495941f4a2695af0850d11143df_85)] | | | [removed: [32](#if9379378c54a489f8821ca02423d41de_85)] [added: [34](#i33c60495941f4a2695af0850d11143df_85)] | | |

| | | | [Results of Operations: Years Ended December 31, [removed: 2022] [added: 2023] and [removed: 2021](#if9379378c54a489f8821ca02423d41de_88)] [added: 2022](#i33c60495941f4a2695af0850d11143df_88)] | | | [removed: [33](#if9379378c54a489f8821ca02423d41de_88)] [added: [35](#i33c60495941f4a2695af0850d11143df_88)] | | |

| | | | [Liquidity and Capital [removed: Resources](#if9379378c54a489f8821ca02423d41de_91)] [added: Resources](#i33c60495941f4a2695af0850d11143df_91)] | | | [removed: [40](#if9379378c54a489f8821ca02423d41de_91)] [added: [43](#i33c60495941f4a2695af0850d11143df_91)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#if9379378c54a489f8821ca02423d41de_94)] [added: Estimates](#i33c60495941f4a2695af0850d11143df_94)] | | | [removed: [49](#if9379378c54a489f8821ca02423d41de_94)] [added: [53](#i33c60495941f4a2695af0850d11143df_94)] | | |

| | | | [Accounting Standards [removed: Updates](#if9379378c54a489f8821ca02423d41de_97)] [added: Updates](#i33c60495941f4a2695af0850d11143df_97)] | | | [removed: [52](#if9379378c54a489f8821ca02423d41de_97)] [added: [56](#i33c60495941f4a2695af0850d11143df_97)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if9379378c54a489f8821ca02423d41de_100)] [added: Risk](#i33c60495941f4a2695af0850d11143df_100)] | | | [removed: [52](#if9379378c54a489f8821ca02423d41de_100)] [added: [56](#i33c60495941f4a2695af0850d11143df_100)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#if9379378c54a489f8821ca02423d41de_103)] [added: Data](#i33c60495941f4a2695af0850d11143df_103)] | | | [removed: [53](#if9379378c54a489f8821ca02423d41de_103)] [added: [57](#i33c60495941f4a2695af0850d11143df_103)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if9379378c54a489f8821ca02423d41de_106)] [added: Disclosure](#i33c60495941f4a2695af0850d11143df_106)] | | | [removed: [53](#if9379378c54a489f8821ca02423d41de_106)] [added: [57](#i33c60495941f4a2695af0850d11143df_106)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#if9379378c54a489f8821ca02423d41de_109)] [added: Procedures](#i33c60495941f4a2695af0850d11143df_109)] | | | [removed: [53](#if9379378c54a489f8821ca02423d41de_109)] [added: [57](#i33c60495941f4a2695af0850d11143df_109)] | | |

| | | | [Disclosure Controls and [removed: Procedures](#if9379378c54a489f8821ca02423d41de_112)] [added: Procedures](#i33c60495941f4a2695af0850d11143df_112)] | | | [removed: [53](#if9379378c54a489f8821ca02423d41de_112)] [added: [57](#i33c60495941f4a2695af0850d11143df_112)] | | |

| | | | [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#if9379378c54a489f8821ca02423d41de_115)] [added: Reporting](#i33c60495941f4a2695af0850d11143df_115)] | | | [removed: [54](#if9379378c54a489f8821ca02423d41de_115)] [added: [58](#i33c60495941f4a2695af0850d11143df_115)] | | |

| | | | [Changes in Internal Control over Financial [removed: Reporting](#if9379378c54a489f8821ca02423d41de_118)] [added: Reporting](#i33c60495941f4a2695af0850d11143df_118)] | | | [removed: [54](#if9379378c54a489f8821ca02423d41de_118)] [added: [58](#i33c60495941f4a2695af0850d11143df_118)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#if9379378c54a489f8821ca02423d41de_121)] [added: Firm](#i33c60495941f4a2695af0850d11143df_121)] | | | [removed: [55](#if9379378c54a489f8821ca02423d41de_121)] [added: [59](#i33c60495941f4a2695af0850d11143df_121)] | | |

| ITEM 9B. | | | [Other [removed: Information](#if9379378c54a489f8821ca02423d41de_124)] [added: Information](#i33c60495941f4a2695af0850d11143df_124)] | | | [removed: [55](#if9379378c54a489f8821ca02423d41de_124)] [added: [59](#i33c60495941f4a2695af0850d11143df_124)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#if9379378c54a489f8821ca02423d41de_124)] [added: Inspections](#i33c60495941f4a2695af0850d11143df_127)] | | | [removed: [55](#if9379378c54a489f8821ca02423d41de_121)] [added: [59](#i33c60495941f4a2695af0850d11143df_121)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if9379378c54a489f8821ca02423d41de_130)] [added: Governance](#i33c60495941f4a2695af0850d11143df_133)] | | | [removed: [56](#if9379378c54a489f8821ca02423d41de_130)] [added: [61](#i33c60495941f4a2695af0850d11143df_133)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#if9379378c54a489f8821ca02423d41de_133)] [added: Compensation](#i33c60495941f4a2695af0850d11143df_136)] | | | [removed: [58](#if9379378c54a489f8821ca02423d41de_133)] [added: [63](#i33c60495941f4a2695af0850d11143df_136)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if9379378c54a489f8821ca02423d41de_136)] [added: Matters](#i33c60495941f4a2695af0850d11143df_139)] | | | [removed: [58](#if9379378c54a489f8821ca02423d41de_136)] [added: [63](#i33c60495941f4a2695af0850d11143df_139)] | | |

| 4.125% Senior Notes due 2027 | | | AMT 27F | | | New York Stock Exchange | | |

| 4.625% Senior Notes due 2031 | | | AMT 31B | | | New York Stock Exchange | | |

| | | | [Overview](#i33c60495941f4a2695af0850d11143df_19) | | | [1](#i33c60495941f4a2695af0850d11143df_19) | | |

| | | | [Strategy](#i33c60495941f4a2695af0850d11143df_25) | | | [5](#i33c60495941f4a2695af0850d11143df_25) | | |

| | | | [Competition](#i33c60495941f4a2695af0850d11143df_31) | | | [8](#i33c60495941f4a2695af0850d11143df_31) | | |

| ITEM 1C. | | | [Cybersecurity](#i33c60495941f4a2695af0850d11143df_2199023258081) | | | [22](#i33c60495941f4a2695af0850d11143df_2199023258081) | | |

| | | | [Dividends](#i33c60495941f4a2695af0850d11143df_64) | | | [26](#i33c60495941f4a2695af0850d11143df_64) | | |

FISCAL YEAR ENDED DECEMBER 31, 2023

| | | | | | | | | |

| | | | [Index to Exhibits](#i33c60495941f4a2695af0850d11143df_154) | | | [64](#i33c60495941f4a2695af0850d11143df_154) | | |

| [Signatures](#i33c60495941f4a2695af0850d11143df_160) | | | | | | [75](#i33c60495941f4a2695af0850d11143df_160) | | |

| | | | [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) | | |

| | | | [Index to Exhibits](#if9379378c54a489f8821ca02423d41de_151) | | | [59](#if9379378c54a489f8821ca02423d41de_151) | | |

| [Signatures](#if9379378c54a489f8821ca02423d41de_157) | | | | | | [68](#if9379378c54a489f8821ca02423d41de_157) | | |

As part of our enterprise risk management, we maintain a comprehensive cybersecurity program that proactively monitors, assesses, identifies, mitigates and responds to cybersecurity threats, including threats relating to disruption of business operations or financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws and other litigation and legal and reputational risks, and that emphasizes governance and compliance.

Our cybersecurity program and related cybersecurity policies are reviewed annually.

Governance

Board of Directors

Our cybersecurity program is overseen by the independent Audit Committee of our Board.

Our Chief Information Security Officer (“CISO”) presents a quarterly report of cybersecurity updates to the Audit Committee.

Each quarter, the Board receives a report from the Audit Committee chair on items covered during that quarter’s meeting.

In 2023, the topics included our focus on cybersecurity resilience, our approach to responsible use of Artificial Intelligence and the new cybersecurity disclosure rules.

Our Board's and Audit Committee’s inputs are key components in the development of our long-term cybersecurity strategy, aligning the program’s goals within our risk tolerance.

In addition, a biennial cybersecurity risk assessment is completed with an external third party to provide us with a more complete view of our cybersecurity risk.

We retain a prominent cybersecurity consulting firm to assist with, and advise on, our cybersecurity and incident response program.

We engage on a quarterly basis with our auditors on matters regarding cybersecurity and maintain a robust control environment, in compliance with the Sarbanes-Oxley Act of 2002, as amended, that includes controls to protect the confidentiality, integrity and availability our data.

Management

We, along with CoreSite, our data centers operations subsidiary, each maintain a management information security steering committee.

We maintain two steering committees because of the distinct nature of CoreSite’s business.

Each committee works in collaboration with the other, including through the overlap of certain key steering committee members.

Each committee meets quarterly.

These committees provide direction and support for our and CoreSite’s security initiatives and review operational metrics.

Our steering committee includes our CISO, our Chief Information Officer, our Chief Risk Officer, our Chief Technology Officer, our Senior Counsel—Corporate Legal, CoreSite’s Senior Vice President of IT & Digitization and CoreSite’s Vice President of Information Security and IT Infrastructure, each of whom has experience, both at American Tower and in prior roles, related to cybersecurity.

Our CISO has 25 years of experience in cybersecurity, previously holding positions in the cybersecurity service provider space and at a software security firm.

Our Chief Information Officer has held IT leadership positions across large, multi-national companies for nearly three decades, where he has overseen cybersecurity programs.

Our Chief Risk Officer has nearly 40 years of risk and audit experience, including oversight of IT audit, with experience at a leading public accounting firm as well as one of the world’s largest computer storage and software companies.

Our Chief Technology Officer has over 30 years of experience in the technology space, including leadership roles with wireless carriers and chip manufacturers, where cybersecurity was critical to the delivery of secure solutions.

Our Senior Counsel—Corporate Legal also serves as our lead Privacy Officer and is a lawyer who has led our privacy program since its inception.

CoreSite’s Senior Vice President of IT & Digitization has led CoreSite’s IT function for over 5 years, including having responsibility for securing the business’s cybersecurity environment.

CoreSite’s Vice President of Information Security and IT Infrastructure has over 25 years of experience building secure IT solutions across large network and data center environments and has been responsible for the day-to-day operation of CoreSite’s business-critical IT environment since 2015.

CoreSite’s steering committee includes CoreSite’s Chief Executive Officer, its Chief Accounting Officer, its Chief Revenue Officer, its Senior Vice President of IT & Digitization, its Vice President of Legal, its Senior Vice President of Development & Product Engineering, its Senior Vice President of Data Center Operations, its Senior Vice President of Human Resources, its Vice President of Compliance & Internal Controls, its Senior Vice President of Finance & Corporate Development, its Vice President of Information Security and IT Infrastructure, its Director of Compliance & Internal Controls, and American Tower’s CISO.

Each of CoreSite’s steering committee members has been chosen based on their understanding of, and participation in, maintaining the rigorous control environment necessary to achieve the list of certifications detailed below.

Risk Management and Strategy

As part of our risk management strategy, we maintain an insurance policy to cover cybersecurity incidents.

CoreSite maintains several certifications related to cybersecurity processes for nearly all of its data center facilities, including: (i) System and Organization Controls (SOC) 1 Type 2 examination; (ii) SOC 2 Type 2 examination; (iii) International Organization for Standardization (ISO/IEC 27001); (iv) National Institute of Standards and Technology Publication Series 800-53 (NIST 800-53) attestation based on the high-impact baseline controls and additional Federal Risk and Authorization Management Program (FedRAMP) requirements for a subset of control families applicable to colocation services; (v) Payment Card Industry Data Security Standard (PCI DSS) validation; and (vi) Health Insurance Portability and Accountability Act (HIPAA) attestation for the HIPAA Security Rule and the Health Information Technology for Economic and Clinical Health Act (HITECH) Breach Notification requirements.

Our cybersecurity awareness program provides training for all global employees at onboarding and subsequently three times every year.

In 2023, across our organization, employees completed over 16,000 training classes related to cybersecurity.

Additionally, in 2023, to elevate cybersecurity awareness, we also conducted live training as part of our Employee Development program, sent monthly phishing tips to all employees and provided weekly communications during October, which is cybersecurity awareness month.

Operationally, we, along with CoreSite, each perform periodic penetration testing to identify weaknesses in systems and networks so that they can be addressed appropriately.

At least once per year, we also engage an outside cybersecurity firm to perform independent testing.

Our vulnerability management program is in place to adequately identify, classify, prioritize and remediate vulnerabilities affecting assets.

Our security operations program monitors our systems and networks, and is responsible for investigating, responding to, and reporting any potential security incidents in a timely manner.

Our Incident Response Plan includes steps to determine materiality of any such incident and escalate matters to the Board and our employees are regularly trained on the plan.

We conduct an incident response exercise at least annually to ensure a timely, consistent and compliant response.

As of December 31, [removed: 2022,] [added: 2023,] we owned and operated a portfolio of [removed: 224,768] [added: 224,502] communications sites, including [removed: 1,713] [added: 1,672] DAS networks.

A typical guyed broadcast tower can be located [added: on] a tract of land of up to 20 acres.

As of December 31, [removed: 2022,] [added: 2023,] the loan underlying the securitization transactions completed in March [removed: 2013] [added: 2018] and March [removed: 2018] [added: 2023] (the [removed: “2013] [added: “2018] Securitization” and the [removed: “2018] [added: “2023] 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: 5,102] [added: 5,034] 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: 3,516] [added: 3,343] communications sites owned by subsidiaries of the issuer (the “2015 Secured Sites”).

*Ground Leases.* Of the [removed: 223,055] [added: 222,830] towers in our portfolio as of December 31, [removed: 2022,] [added: 2023,] approximately 90% were located on land we lease.

As a result, [removed: 43%] [added: 44%] of the ground leases for our sites have a final expiration date of [removed: 2032] [added: 2033] and beyond.

For the year ended December 31, [removed: 2022,] [added: 2023,] our top three customers by total revenue were T-Mobile [removed: (18%),] [added: (17%),] AT&T [removed: (17%)] [added: (16%)] and Verizon Wireless [removed: (11%).][added: (12%).]

As a result, approximately 56% of our current tenant leases have a renewal date of [removed: 2028] [added: 2029] or beyond.

*Data Centers.* We own and operate data center facilities and related assets, and as of December 31, [removed: 2022,] [added: 2023,] our data center portfolio consisted of 28 data center facilities across ten United States markets, including the assets acquired as part of the CoreSite Acquisition, across [removed: 3.1] [added: 3.3] million net rentable square feet (“NRSF”).

[added: 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

As of February [removed: 16, 2023,] [added: 20, 2024,] we had [removed: 465,646,055] [added: 466,352,208] outstanding shares of common stock and [removed: 137] [added: 134] holders of record.

The amount, timing and frequency of future distributions will be at the sole discretion of our Board [removed: of Directors] and will depend upon various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board [removed: of Directors] may deem relevant.

The performance graph assumes that on December 31, [removed: 2017,] [added: 2018,] $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: 108.53] [added: 116.24] | | | | | | [removed: 126.16] [added: 118.93] | | | | | | [removed: 129.08] [added: 173.48] | | | | | | [removed: 188.28] [added: 134.21] | | | | | | [removed: 145.66] [added: 158.08] | | |

| FTSE Nareit All Equity REITs Index | | | | | | 100.00 | | | | | | [removed: 95.96] [added: 128.66] | | | | | | [removed: 123.46] [added: 122.07] | | | | | | [removed: 117.14] [added: 172.49] | | | | | | [removed: 165.51] [added: 129.45] | | | | | | [removed: 124.22] [added: 144.16] | | |

| | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | |

| American Tower Corporation | | | | | | $ | 100.00 | | | | | $ | 147.85 | | | | | $ | 147.15 | | | | | $ | 195.54 | | | | | $ | 145.42 | | | | | $ | 153.21 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| | | | | | | 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.

We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the [removed: Board of Directors.][added: Board.]

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: 2022] [added: 2023] 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 internal control system is designed to provide reasonable assurance to our management and [added: our] Board [removed: of Directors] regarding the preparation and fair presentation of published financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 27, 2024,] expressed an unqualified opinion on those financial statements.

February 27, 2024

February 23, 2023

(c) Insider Trading Arrangements and Policies

Rule 10b5-1 Plans

Rodney M.

Smith, our Executive Vice President, Chief Financial Officer and Treasurer, entered into a pre-arranged stock trading plan on November 9, 2023.

Mr. Smith’s plan provides for the potential exercise of vested stock options and associated sale of up to 23,019 shares of our common stock between March 1, 2024 and March 8, 2024.

Samme Thompson, one of our Directors, entered into a pre-arranged stock trading plan on October 27, 2023.

Mr. Thompson’s plan provides for the potential exercise of vested stock options and associated sale of up to 5,054 shares of our common stock between February 26, 2024 and March 8, 2024.

Each of these trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1 under the Exchange Act and our policies regarding transactions in our securities.

Generally, these trading plans pre-establish the amounts, prices and dates of future purchases or sales of our stock, including shares issued upon the exercise or vesting of equity awards.

Under these trading plans, the individual director or officer relinquishes control over the transactions once the trading plan is put into place.

Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after, significant company events.

Not applicable.

Our executive officers and their respective ages and positions as of February [removed: 16, 2023] [added: 20, 2024] are set forth below:

| [removed: Thomas A. Bartlett] [added: Steven O. Vondran] | | | | | | [removed: 64] [added: 53] | | | | | | President and Chief Executive Officer | | |

| Rodney M. Smith | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |

| [removed: Edmund DiSanto] [added: Ruth T. Dowling] | | | | | | [removed: 70] [added: 54] | | | | | | Executive Vice President, [removed: Special Advisor and Counsel to the] Chief [removed: Executive Officer] [added: Administrative Officer, General Counsel and Secretary] | | |

| Robert J. Meyer | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President and Chief Accounting Officer | | |

| Olivier Puech | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and President, Latin America and EMEA | | |

| Sanjay Goel | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and President, Asia-Pacific | | |

| [removed: Steven O. Vondran] [added: Eugene M. Noel] | | | | | | [removed: 52] [added: 55] | | | | | | Executive Vice President and President, U.S. Tower Division | | |

[removed: Bartlett] [added: Vondran] is our President and Chief Executive Officer.

Mr. Bartlett joined us in April 2009 [added: and served] as [added: our] Executive Vice President and Chief Financial Officer [removed: and served in that role] until March [removed: 2020 when he was appointed] [added: 2020, and also served as our Treasurer from February 2012] to [removed: his current position.][added: December 2013, and again from July 2017 to August 2018.]

He currently [added: serves on the Board of Directors of Otis Worldwide Corporation,] sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.

[added: 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 [removed: America regions.]

[removed: Vondran] [added: Noel] is our Executive Vice President and President, U.S. Tower Division.

In August 2010, Mr. Vondran was appointed Senior Vice President, General Counsel of our U.S. Tower Division and served in that role until August 2018, when he was appointed [removed: to his current position.][added: Executive Vice President, U.S. Tower Division, a role that he served in until November 2023.]

Information required by this item pursuant to Item 407(c)(3) of SEC Regulation S-K relating to our procedures by which security holders may recommend nominees to our [removed: Board of Directors,] [added: Board,] and pursuant to Item 407(d)(4) and 407(d)(5) of SEC Regulation S-K relating to our audit committee financial experts and identification of the audit committee of our [removed: Board of Directors,] [added: Board,] is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.

| Thomas A. Bartlett | | | | | | 65 | | | | | | Advisor to the Chief Executive Officer (until May 1, 2024) | | |

Bartlett is currently advisor to the Chief Executive Officer, a role he is expected to hold until his retirement from the Company on May 1, 2024.

Prior to such role, Mr. Bartlett served as our President and Chief Executive Officer since March 2020.

America regions.

Eugene M.

Prior to this role, Mr. Noel served as Senior Vice President and Chief Operating Officer, U.S. Tower Division, and has been with American Tower since 2011.

Mr. Noel has more than 25 years of network deployment experience in the telecommunications industry.

Prior to joining us, he was Vice President of Network Development for LightSquared (now Ligado Networks), with responsibility for the development and implementation of the company’s national network deployment strategy.

He spent 11 years with Sprint Nextel, beginning as Director of Radio Services, then becoming Vice President for Northeast Site Development, and finally becoming Vice President for National Site Development.

Mr. Noel is a graduate of East Carolina University with a Bachelor of Science in Industrial Engineering and has earned an Executive Certificate from the McDonough School of Business at Georgetown University.

Mr. Noel is a board member of the Tower Families Foundation and a former board member of Warriors for Wireless.

| Ruth T. Dowling | | | | | | 53 | | | | | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | | |

Mr. Bartlett served as our Treasurer from February 2012 to December 2013, and again from July 2017 to August 2018.

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.

Prior to joining us in April 2007, Mr. DiSanto was with Pratt & Whitney, a unit of United Technologies Corporation.

Mr. DiSanto started with United Technologies in 1989, where he first served as Assistant General Counsel of its Carrier subsidiary, then as corporate Executive Assistant to the Chairman and Chief Executive Officer of United Technologies.

From 1997, he held various legal and business roles at its Pratt & Whitney unit, including Deputy General Counsel and most recently, Vice President, Global Service Partners, Business Development.

Prior to joining United Technologies, Mr. DiSanto served in a number of legal and related positions at United Dominion Industries and New England Electric Systems.

Mr. DiSanto earned a J.D. from Boston College Law School and a Bachelor of Science from Northeastern University.

In 2013, Mr. DiSanto became a member of the Board of Directors of the Business Council for International Understanding.

Mr. DiSanto also serves as the Strategic Officer for the Company at the World Economic Forum.

In 2019, Mr. DiSanto was admitted to the bar of the United States Supreme Court and in 2020, Mr. DiSanto was named to the Board of the U.S.-India Business Council.

Since joining us in 2011, Ms. Dowling has served as Senior

| 3.3 | | | | | | [Amended and Restated By-Laws of the Company, effective as of [removed: February 12, 2016](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000012/d242742d8k.htm)] [added: December 13, 2023](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000167/exhibit31.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: February 16, 2016] [added: December 14, 2023] | | | | | | 3.1 | | |

| 4.1 | | | | | | [Indenture dated as of May [removed: 13, 2010,] [added: 23, 2013,] by and between the Company and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust Company N.A.,] [added: National Association,] as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312510119082/dex43.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312513233655/d543370dex412.htm)] | | | | | | S-3ASR | | | | | | [removed: 333-166805] [added: 333-188812] | | | | | | May [removed: 13, 2010] [added: 23, 2013] | | | | | | [removed: 4.3] [added: 4.12] | | |

| 4.3 | | | | | | [Supplemental Indenture No. [removed: 6,] [added: 3,] dated as of [removed: January 8, 2013,] [added: May 7, 2015,] to Indenture dated as of May [removed: 13, 2010,] [added: 23, 2013,] by and between the Company and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust Company N.A.,] [added: National Association,] as Trustee, for the [removed: 3.50%] [added: 4.000%] Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/1053507/000119312513006971/d463734dex41.htm)] [added: 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312515177193/d924766dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: January 8, 2013] [added: May 7, 2015] | | | | | | 4.1 | | |

| [removed: 4.4] [added: 4.12] | | | | | | [Indenture dated as of [removed: May 23, 2013,] [added: June 4, 2019,] by and between the Company and U.S. Bank National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312513233655/d543370dex412.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312519164637/d682327dex422.htm)] | | | | | | S-3ASR | | | | | | [removed: 333-188812] [added: 333-231931] | | | | | | [removed: May 23, 2013] [added: June 4, 2019] | | | | | | [removed: 4.12] [added: 4.22] | | |

| [removed: 4.5] [added: 4.2] | | | | | | [Supplemental Indenture No. 1, dated as of August 19, 2013, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 5.00% Senior Notes due 2024](http://www.sec.gov/Archives/edgar/data/1053507/000119312513339678/d587876dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | August 19, 2013 | | | | | | 4.1 | | |

| 4.6 | | | | | | [Supplemental Indenture No. [removed: 3,] [added: 6,] dated as of [removed: May 7, 2015,] [added: September 30, 2016,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 4.000%] [added: 3.125%] Senior Notes due [removed: 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312515177193/d924766dex41.htm)] [added: 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: May 7, 2015] [added: September 30, 2016] | | | | | | 4.1 | | |

| [removed: 4.7] [added: 4.4] | | | | | | [Supplemental Indenture No. 4, dated as of January 12, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 4.400% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1053507/000119312516427966/d119534dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | January 12, 2016 | | | | | | 4.1 | | |

| [removed: 4.8] [added: 4.5] | | | | | | [Supplemental Indenture No. 5, dated as of May 13, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.375% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1053507/000105350716000039/ex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | May 13, 2016 | | | | | | 4.1 | | |

| 4.9 | | | | | | [Supplemental Indenture No. [removed: 6,] [added: 9,] dated as of [removed: September 30, 2016,] [added: December 8, 2017,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, [removed: for the 3.125%] [added: for](http://www.sec.gov/Archives/edgar/data/1053507/000119312517364982/d462911dex41.htm) [the 3.600%] Senior Notes due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312516727705/d278701dex41.htm)] [added: 2028](http://www.sec.gov/Archives/edgar/data/1053507/000119312517364982/d462911dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: September 30, 2016] [added: December 8, 2017] | | | | | | 4.1 | | |

| [removed: 4.10] [added: 4.7] | | | | | | [Supplemental Indenture No. 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.375% Senior Notes due 2025](http://www.sec.gov/Archives/edgar/data/1053507/000119312517113618/d373393dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | April 6, 2017 | | | | | | 4.1 | | |

| [removed: 4.11] [added: 4.8] | | | | | | [Supplemental Indenture No. 8, dated as of June 30, 2017, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.55% Senior Notes due 2027](http://www.sec.gov/Archives/edgar/data/1053507/000119312517220133/d377927dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | June 30, 2017 | | | | | | 4.1 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Supplemental Indenture No. [removed: 9,] [added: 11,] dated as of [removed: December 8, 2017,] [added: March 15, 2019,] to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the [removed: 3.000%] [added: 3.375%] Senior Notes due [removed: 2023] [added: 2024] and the [removed: 3.600%] [added: 3.950%] Senior Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/1053507/000119312517364982/d462911dex41.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1053507/000119312519076792/d723096dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: December 8, 2017] [added: March 15, 2019] | | | | | | 4.1 | | |

| [removed: 4.13] [added: 4.10] | | | | | | [Supplemental Indenture No. 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by 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 | | |

| [removed: 4.14] [added: 4.20] | | | | | | [Supplemental Indenture No. [removed: 11,] [added: 8,] dated as of March [removed: 15, 2019,] [added: 29, 2021,] to Indenture dated as of [removed: May 23, 2013,] [added: June 4, 2019,] by and between [removed: the Company] [added: American Tower Corporation] and U.S. Bank National Association, as Trustee, for the [removed: 3.375%] [added: 1.600%] Senior Notes due [removed: 2024] [added: 2026] and the [removed: 3.950%] [added: 2.700%] Senior Notes due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1053507/000119312519076792/d723096dex41.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1053507/000119312521098287/d307128dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | March [removed: 15, 2019] [added: 29, 2021] | | | | | | 4.1 | | |

| [removed: 4.15] [added: 4.25] | | | | | | [Indenture dated as of June [removed: 4, 2019,] [added: 1, 2022,] by and between the Company and U.S. Bank [added: Trust Company,] National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1053507/000119312519164637/d682327dex422.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312522165192/d468790dex432.htm)] | | | | | | S-3ASR | | | | | | [removed: 333-231931] [added: 333-265348] | | | | | | June [removed: 4, 2019] [added: 1, 2022] | | | | | | [removed: 4.22] [added: 4.32] | | |

| [removed: 4.16] [added: 4.13] | | | | | | [Supplemental Indenture No. 1, dated as of June 13, 2019, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.950% Senior Notes due 2025 and the 3.800% Senior Notes due 2029](http://www.sec.gov/Archives/edgar/data/1053507/000119312519172524/d765969dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | June 13, 2019 | | | | | | 4.1 | | |

| [removed: 4.17] [added: 4.14] | | | | | | [Supplemental Indenture No. 2, dated as of October 3, 2019, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.750% Senior Notes due 2027 and the 3.700% Senior Notes due 2049](http://www.sec.gov/Archives/edgar/data/1053507/000119312519261683/d787059dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | October 3, 2019 | | | | | | 4.1 | | |

| [removed: 4.18] [added: 4.15] | | | | | | [Supplemental Indenture No. 3, dated as of January 10, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.400% Senior Notes due 2025 and the 2.900% Senior Notes due 2030](http://www.sec.gov/Archives/edgar/data/1053507/000119312520005444/d862194dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | January 10, 2020 | | | | | | 4.1 | | |

| [removed: 4.19] [added: 4.16] | | | | | | [Supplemental Indenture No. 4, dated as of June 3, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.300% Senior Notes due 2025, the 2.100% Senior Notes due 2030 and the 3.100% Senior Notes due 2050](http://www.sec.gov/Archives/edgar/data/1053507/000119312520159551/d918853dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | June 3, 2020 | | | | | | 4.1 | | |

| [removed: 4.20] [added: 4.17] | | | | | | [Supplemental Indenture No. 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by 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: 4.21] [added: 4.18] | | | | | | [Supplemental Indenture No. 6, dated as of September 28, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.875% Senior Notes due 2030](http://www.sec.gov/Archives/edgar/data/1053507/000119312520256461/d86939dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | September 28, 2020 | | | | | | 4.1 | | |

| [removed: 4.22] [added: 4.19] | | | | | | [Supplemental Indenture No. 7, dated as of November 20, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 0.600% Senior Notes due 2024, the 1.500% Senior Notes due 2028 and the 2.950% Senior Notes due 2051](http://www.sec.gov/Archives/edgar/data/1053507/000119312520299409/d14561dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | November 20, 2020 | | | | | | 4.1 | | |

| [removed: 4.23] [added: 4.22] | | | | | | [Supplemental Indenture No. [removed: 8,] [added: 10,] dated as of [removed: March 29,] [added: September 27,] 2021, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the [removed: 1.600%] [added: 1.450%] Senior Notes due 2026 and the [removed: 2.700%] [added: 2.300%] Senior Notes due [removed: 2031](https://www.sec.gov/Archives/edgar/data/1053507/000119312521098287/d307128dex41.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1053507/000119312521284167/d182242dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | [removed: March 29,] [added: September 27,] 2021 | | | | | | 4.1 | | |

| [removed: 4.24] [added: 4.21] | | | | | | [Supplemental Indenture No. 9, dated as of May 21, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.450% Senior Notes due 2027, the 0.875% Senior Notes due 2029 and the 1.250% Senior Notes due 2033](https://www.sec.gov/Archives/edgar/data/1053507/000119312521169283/d186766dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | May 21, 2021 | | | | | | 4.1 | | |

| [removed: 4.25] [added: 4.29] | | | | | | [Supplemental Indenture No. [removed: 10,] [added: 4,] dated as of September [removed: 27, 2021,] [added: 15, 2023,] to Indenture dated as of June [removed: 4, 2019,] [added: 1, 2022,] by and between American Tower Corporation and U.S. Bank [added: Trust Company,] National Association, as Trustee, for the [removed: 1.450%] [added: 5.800%] Senior Notes due [removed: 2026] [added: 2028] and the [removed: 2.300%] [added: 5.900%] Senior Notes due [removed: 2031](https://www.sec.gov/Archives/edgar/data/1053507/000119312521284167/d182242dex41.htm)] [added: 2033](https://www.sec.gov/Archives/edgar/data/1053507/000119312523236155/d481989dex41.htm)] | | | | | | 8-K | | | | | | 001-14195 | | | | | | September [removed: 27, 2021] [added: 15, 2023] | | | | | | 4.1 | | |

| [removed: 4.26] [added: 4.23] | | | | | | [Supplemental Indenture No. 11, dated as of October 5, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.400% Senior Notes due 2027 and the 0.950% Senior Notes due 2030](https://www.sec.gov/Archives/edgar/data/1053507/000119312521292090/d208316dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | October 5, 2021 | | | | | | 4.1 | | |

| [removed: 4.27] [added: 4.24] | | | | | | [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 | | | | | | [removed: [Indenture] [added: [Supplemental Indenture No. 3,] dated as of [added: May 25, 2023, to Indenture dated as of] June 1, 2022, by and between [removed: the Company] [added: American Tower Corporation] and U.S. Bank Trust Company, National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312522165192/d468790dex432.htm)] [added: Trustee, for the 5.250% Senior Notes due 2028 and the 5.550% Senior Notes due 2033](https://www.sec.gov/Archives/edgar/data/1053507/000119312523154223/d482735dex41.htm)] | | | | | | [removed: S-3ASR] [added: 8-K] | | | | | | [removed: 333-265348] [added: 001-14195] | | | | | | [removed: June 1, 2022] [added: May 25, 2023] | | | | | | [removed: 4.32] [added: 4.1] | | |

| [removed: 4.29] [added: 4.30] | | | | | | [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: 4.30] [added: 4.31] | | | | | | [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: 4.31] [added: 4.32] | | | | | | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000023/exhibit431fy2022.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit432fy2023.htm)] | | | | | | Filed herewith as Exhibit [removed: 4.31] [added: 4.32] | | | | | | — | | | | | | — | | | | | | — | | |

| 10.4* | | | | | | [Form of Restricted Stock Unit Agreement (U.S. [removed: Employee/] [added: Employee /] Non-Employee Director) (For grants made beginning March 1, [removed: 2019)] [added: 2019 - December 4, 2022 (Non-Employee Directors) / September 30, 2023 (U.S. Employees))] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](http://www.sec.gov/Archives/edgar/data/1053507/000105350719000012/exhibit1010rsuus.htm) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 27, 2019 | | | | | | 10.10 | | |

| 10.6* | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made [removed: March 11, 2019 -] [added: beginning] April [removed: 10,] [added: 11,] 2020) 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](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: 10.14] [added: 10.1] | | |

| 10.7* | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement [removed: (U.S.] [added: (Non-U.S.] Employee) (For grants made beginning [removed: April 11, 2020)] [added: June 1, 2021)] 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/1053507/000105350721000129/exhibit101q22021.htm)] | | | | | | [removed: 8-K/A] [added: 10-Q] | | | | | | 001-14195 | | | | | | [removed: April 16, 2020] [added: July 29, 2021] | | | | | | 10.1 | | |

| [removed: 10.8*] [added: 10.13*] | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made beginning [removed: June] [added: October] 1, [removed: 2021)] [added: 2023)] Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350721000129/exhibit101q22021.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000161/exhibit105q32023.htm)] | | | | | | 10-Q | | | | | | 001-14195 | | | | | | [removed: July 29, 2021] [added: October 26, 2023] | | | | | | [removed: 10.1] [added: 10.5] | | |

| [removed: 10.9*] [added: 10.8*] | | | | | | [Form of Restricted Stock Unit Agreement (Non-Employee Director) (For grants made beginning December 5, 2022) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000023/exhibit109fy2022.htm) | | | | | | [removed: Filed herewith as Exhibit 10.9] [added: 10-K] | | | | | | [removed: —] [added: 001-14195] | | | | | | [removed: —] [added: February 23, 2023] | | | | | | [removed: —] [added: 10.9] | | |

| [removed: 10.10] [added: 10.16] | | | | | | [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: 10.11] [added: 10.18] | | | | | | [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: 10.12] [added: 10.19] | | | | | | [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: 10.13] [added: 10.21] | | | | | | [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 | | |

| 4.26 | | | | | | [Supplemental Indenture No. 1, dated as of March 3, 2023, to Indenture dated as of June 1, 2022, by and between American Tower Corporation and U.S. Bank Trust Company, National Association, as Trustee, for the 5.500% Senior Notes due 2028 and the 5.650% Senior Notes due 2033](https://www.sec.gov/Archives/edgar/data/1053507/000119312523060068/d305272dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | March 3, 2023 | | | | | | 4.1 | | |

| 4.27 | | | | | | [Supplemental Indenture No. 2, dated as of May 16, 2023, to Indenture dated as of June 1, 2022 by and among the Company, U.S. Bank Trust Company, National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 4.125% Senior Notes due 2027 and the 4.625% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1053507/000119312523146124/d482306dex41.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | May 16, 2023 | | | | | | 4.1 | | |

| 10.9* | | | | | | [Form of Restricted Stock Units Agreement (U.S. Employee) (For grants made October 1, 2023 – December 31, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000161/exhibit101q32023.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | October 26, 2023 | | | | | | 10.1 | | |

| 10.10* | | | | | | [Form of Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made October 1, 2023 – December 31, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000161/exhibit102q32023.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | October 26, 2023 | | | | | | 10.2 | | |

| 10.11* | | | | | | [Form of Restricted Stock Units Agreement (Non-Employee Director) (For grants made beginning October 1, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000161/exhibit103q32023.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | October 26, 2023 | | | | | | 10.3 | | |

| 10.12* | | | | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made beginning October 1, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000161/exhibit104q32023.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | October 26, 2023 | | | | | | 10.4 | | |

| 10.14* | | | | | | [Form of Restricted Stock Units Agreement (U.S. Employee) (For grants made beginning January 1, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit1014fy2023.htm) | | | | | | Filed herewith as Exhibit 10.14 | | | | | | — | | | | | | — | | | | | | — | | |

| 10.15* | | | | | | [Form of Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made beginning January 1, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit1015fy2023.htm) | | | | | | Filed herewith as Exhibit 10.15 | | | | | | — | | | | | | — | | | | | | — | | |

| 10.17 | | | | | | [Second Supplement and Amendment dated as of March 13, 2023 to the Second Amended and Restated Loan and Security 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 Trust Company, National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities as Lender](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000114/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 26, 2023 | | | | | | 10.1 | | |

| 10.20 | | | | | | [Second Trust Agreement Supplement and Amendment dated as of March 13, 2023 to 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 Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000114/exhibit103.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 26, 2023 | | | | | | 10.3 | | |

| 10.22 | | | | | | [First Amendment dated as of March 13, 2023 to the Second Amended and Restated Cash Management Agreement dated as of March 29, 2018, by and among American Tower Asset Sub, LLC, American Tower Asset Sub II, LLC, the Borrowers party thereto, U.S. Bank Trust Company, 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](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000114/exhibit102.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | April 26, 2023 | | | | | | 10.2 | | |

| 10.28* | | | | | | [American Tower Corporation Severance Plan, as Amended and Restated, as of January 1, 2024](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit28.htm) | | | | | | Filed herewith as Exhibit 10.28 | | | | | | — | | | | | | — | | | | | | — | | |

| 10.31* | | | | | | [Letter Agreement, dated as of February 5, 2024, by and between the Company and Steven O. Vondran](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit1031fy2023.htm) | | | | | | Filed herewith as Exhibit 10.31 | | | | | | — | | | | | | — | | | | | | — | | |

| 10.35 | | | | | | [Amendment No. 1 to the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000142/exhibit102.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 27, 2023 | | | | | | 10.2 | | |

| 10.37 | | | | | | [Amendment No. 1 to the Fourth Amended and Restated Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000142/exhibit103.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 27, 2023 | | | | | | 10.3 | | |

| 10.39 | | | | | | [Amendment No. 1 to the Second Amended and Restated Term Loan Agreement, dated as of June 29, 2023, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, and a majority of the lenders under the Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021](https://www.sec.gov/Archives/edgar/data/1053507/000105350723000142/exhibit101.htm) | | | | | | 10-Q | | | | | | 001-14195 | | | | | | July 27, 2023 | | | | | | 10.1 | | |

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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Description of Document | | | | | | Form | | | | | | File No. | | | | | | Date of Filing | | | | | | Exhibit No. | | |

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| 97 | | | | | | [American Tower Corporation Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1053507/000105350724000011/exhibit97.htm) | | | | | | Filed herewith as Exhibit 97 | | | | | | — | | | | | | — | | | | | | — | | |

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| 2.2 | | | | | | [Agreement and Plan of Merger, dated November 14, 2021, by and among the Company, American Tower Investments LLC, Appleseed Holdco LLC, 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 | | |

| 4.2 | | | | | | [Supplemental Indenture No. 4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and among, the Company, American Tower REIT, Inc. and The Bank of New York Mellon Trust Company N.A., as Trustee](https://www.sec.gov/Archives/edgar/data/1053507/000119312512000101/d273408dex46.htm) | | | | | | 8-K | | | | | | 001-14195 | | | | | | January 3, 2012 | | | | | | 4.6 | | |

| 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 | | |

| 10.27 | | | | | | [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) | | | | | | 10-K | | | | | | 001-14195 | | | | | | February 25, 2022 | | | | | | 10.33 | | |

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: 23rd] [added: 27th] day of February, [removed: 2023.][added: 2024.]

| | | | | | | | | | | | | [removed: Thomas A. Bartlett] [added: Steven O. Vondran] President and Chief Executive Officer | | |

| /S/ [removed: THOMAS A. BARTLETT] [added: STEVEN O. VONDRAN] | | | | | | President and Chief Executive Officer (Principal Executive Officer), Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ RODNEY M. SMITH | | | | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ ROBERT J. MEYER | | | | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ KELLY C. CHAMBLISS | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ TERESA H. CLARKE | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ RAYMOND P. DOLAN | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ KENNETH R. FRANK | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ ROBERT D. HORMATS | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ GRACE D. LIEBLEIN | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ CRAIG MACNAB | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ JOANN A. REED | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ PAMELA D. A. REEVE | | | | | | Chair of the Board, Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ BRUCE L. TANNER | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| /S/ SAMME L. THOMPSON | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 27, 2024] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#if9379378c54a489f8821ca02423d41de_166)] [added: Firm](#i33c60495941f4a2695af0850d11143df_169)] (PCAOB ID No. 34) | | | | | | [removed: [2](#if9379378c54a489f8821ca02423d41de_166)] [added: [2](#i33c60495941f4a2695af0850d11143df_169)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#if9379378c54a489f8821ca02423d41de_169)] [added: 2022](#i33c60495941f4a2695af0850d11143df_172)] | | | | | | [removed: [5](#if9379378c54a489f8821ca02423d41de_169)] [added: [4](#i33c60495941f4a2695af0850d11143df_172)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#if9379378c54a489f8821ca02423d41de_172)] [added: 2021](#i33c60495941f4a2695af0850d11143df_175)] | | | | | | [removed: [6](#if9379378c54a489f8821ca02423d41de_172)] [added: [5](#i33c60495941f4a2695af0850d11143df_175)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#if9379378c54a489f8821ca02423d41de_175)] [added: 2021](#i33c60495941f4a2695af0850d11143df_178)] | | | | | | [removed: [7](#if9379378c54a489f8821ca02423d41de_175)] [added: [6](#i33c60495941f4a2695af0850d11143df_178)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#if9379378c54a489f8821ca02423d41de_178)] [added: 2021](#i33c60495941f4a2695af0850d11143df_181)] | | | | | | [removed: [8](#if9379378c54a489f8821ca02423d41de_178)] [added: [7](#i33c60495941f4a2695af0850d11143df_181)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#if9379378c54a489f8821ca02423d41de_181)] [added: 2021](#i33c60495941f4a2695af0850d11143df_184)] | | | | | | [removed: [9](#if9379378c54a489f8821ca02423d41de_181)] [added: [8](#i33c60495941f4a2695af0850d11143df_184)] | | |

[removed: | [Notes to Consolidated Financial Statements](#if9379378c54a489f8821ca02423d41de_184) | | | | | | [10](#if9379378c54a489f8821ca02423d41de_184) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 23, 2023,] [added: 27, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: The] [added: *Revenue*—The] Company’s [removed: contracts with major tenants are often governed by a master lease agreement that contains terms and provisions governing] [added: revenue is derived from leasing] the [removed: tenant’s] right to use [removed: the Company’s telecommunications sites and] [added: its communications sites,] the land on which the sites are [removed: located] [added: located, land underlying our customers’ sites and the space in its data center facilities] (the “lease component”) and [added: from] the [removed: tenant’s responsibility for] reimbursement of [removed: various] costs incurred by the Company in operating the [removed: telecommunications towers] [added: communications sites] and [added: data center facilities and] supporting [removed: the tenant’s] [added: its customers’] equipment as well as other services and contractual rights (the “non-lease [removed: components”).][added: component”).]

[removed: Recoverability] [added: Determination] of [removed: goodwill and long-lived assets – India Reporting Unit] [added: fair value of the Spain reporting unit] - Refer to Notes 1, [removed: 3,] 5, [removed: 16,] [added: 11,] and [removed: 22] [added: 16] to the financial statements.

The [removed: Company's] [added: Company’s] evaluation of recovery of goodwill involves the comparison of the carrying amount of a reporting [removed: unit] [added: unit,] inclusive of allocated [removed: goodwill] [added: goodwill,] to the fair value of the applicable reporting unit.

If [removed: these assets are] [added: goodwill is] determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the [removed: assets] [added: reporting unit] exceeds [removed: their] [added: the] fair [removed: value.][added: value of the reporting unit.]

Fair value is generally determined using [added: discounted] forecasted cash [removed: flows discounted using an estimated weighted average cost of capital.][added: flows.]

[removed: As] [added: The result of] the [removed: fair value] [added: Company’s goodwill impairment test indicated that the carrying amount] of the [added: Company's] India reporting unit exceeded [removed: its’ carrying amount as of December 31, 2022, the Company determined that] its [removed: related goodwill was not impaired.][added: estimated fair value.]

- We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the [removed: India] [added: Spain] reporting unit.

- We evaluated the reasonableness of management’s [removed: use of tenant retention rates,] [added: future contracted revenue, revenue] growth rates, [added: and] margin projections [removed: and timing of future cash flows by comparing] [added: used in] the [removed: forecasts] [added: discounted cash flow model] to:

◦Internal communications to management and the Board of [removed: Directors.][added: Directors and external communications to investors.]

◦Forecasted information included in analyst and industry reports for the Company and [removed: certain of its peer companies.][added: the Spanish market.]

/s/ Deloitte & Touche [added: LLP]

| | | | | | | | | | By: | | | /S/ STEVEN O. VONDRAN | | |

| Steven O. Vondran | | | | | | | | | | | | | | |

| [Notes to Consolidated Financial Statements](#i33c60495941f4a2695af0850d11143df_187) | | | | | | [9](#i33c60495941f4a2695af0850d11143df_187) | | |

The Company performed its annual impairment test as of December 31, 2023 for the Spain reporting unit.

The resulting fair value was compared to the reporting unit’s carrying amount, which indicated that the carrying amount exceeded the estimated fair value.

Accordingly, the Company recorded an impairment charge of $80.0 million in the consolidated statement of operations.

The remaining goodwill allocated to the Spain reporting unit as of December 31, 2023 was $737.6 million.

We identified the determination of the fair value of the Spain reporting unit, along with the resulting impairment charge, as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit.

There

was a high degree of auditor judgment in evaluating management’s assumptions and estimates related to revenue growth rate, margin projections, and discount rate used in the determination of fair value based upon a discounted cash flow model.

Our audit procedures related to the determination of fair value of the Spain reporting unit and the recording of a goodwill impairment charge included the following, among others:

- With the assistance of our business valuation specialists, we evaluated the reasonableness of the discount rate used in the discounted cash flow model.

- We recalculated the carrying amount of the reporting unit.

- We reperformed the comparison of the fair value to the carrying amount and recalculated the amount of the resulting impairment charge.

February 27, 2024

| TOTAL | | | | | | $ | 66,027.6 | | | | | $ | 67,194.5 | |

| Goodwill impairment | | | 402.0 | | | | | | — | | | | | | — | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,483.3 | | | | | | (116.2) | | | | | | 1,367.1 | | | | | | | | |

| BALANCE, DECEMBER 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | 477,300 | | | | | | $ | 4.8 | | | | | (11,004) | | | | | | $ | (1,301.2) | | | | | $ | 14,872.9 | | | | | $ | (5,739.5) | | | | | $ | (3,638.8) | | | | | $ | 6,667.2 | | | | | $ | 10,865.4 | | | | | | | |

| Net income | | | | | | $ | 1,367.1 | | | | | $ | 1,696.7 | | | | | $ | 2,567.6 | |

| Proceeds from issuance of securities in securitization transaction | | | | | | 1,300.0 | | | | | | — | | | | | | — | | |

*Sale of Mexico Fiber*— On March 29, 2023, the Company completed the sale of one of its subsidiaries in Mexico that held fiber assets (“Mexico Fiber”) for total consideration of $252.5 million, resulting in a loss on the sale of $80.0 million, which was included in Other operating expenses in the accompanying consolidated statements of operations.

As a result of the transaction, the Company disposed of $20.7 million of goodwill based on the relative fair value of Mexico Fiber and the portion of the applicable goodwill reporting unit that was retained.

Prior to the divestiture, Mexico Fiber’s operating results were included within the Latin America property segment.

The divestiture did not qualify for presentation as a discontinued operation.

*Sale of Poland Subsidiary*—On May 31, 2023, the Company completed the sale of its subsidiary in Poland (“ATC Poland”) for total consideration of 6.7 million EUR (approximately $7.2 million at the date of closing), resulting in a gain on the sale of $1.1 million, which was included in Other operating expenses in the accompanying consolidated statements of operations.

Prior to the divestiture, ATC Poland’s operating results were included within the Europe property segment.

The divestiture did not qualify for presentation as a discontinued operation.

*Adoption of Highly Inflationary Accounting in Ghana—*The Ghanaian economy was deemed to be highly inflationary and, as a result, the Company will adopt highly inflationary accounting as of January 1, 2024 for its subsidiary in Ghana.

Under highly inflationary accounting, the functional currency of its subsidiary in Ghana will become the U.S. Dollar.

All monetary and non-monetary assets and liabilities will be remeasured at the U.S. Dollar to Ghanaian Cedis exchange rate of 1 to 11.95 as of December 31, 2023.

These amounts will become the new basis for those assets and liabilities as of January 1, 2024.

Non-monetary assets and liabilities, as well as the corresponding income statement activities such as depreciation, amortization and equity, will continue to be measured at the historical exchange rate on December 31, 2023.

Gains and losses on foreign currency arising in connection with the remeasurement of local currency denominated monetary assets and liabilities for foreign operating subsidiaries in economies that are deemed to be highly inflationary are reflected in Other expense in the consolidated statements of operations.

This change is not expected to have a material impact on the Company’s financial statements, as Ghana’s assets and revenue are approximately 1% and 1% of consolidated assets and revenue, respectively.

The Company is in the process of finalizing its review of the estimated useful lives of its tower assets.

The Company now has over 20 years of operating history, and it is considering whether it should modify its current estimates for asset lives based on its historical operating experience.

The Company has retained an independent consultant to assist the Company in completing this review and analysis.

The Company currently depreciates its towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which the Company has historically estimated to be 20 years.

Additionally, certain of the Company’s intangible assets are amortized on a similar basis to its tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | By: | | | /S/ THOMAS A. BARTLETT | | |

| Thomas A. Bartlett | | | | | | | | | | | | | | |

| /S/ DAVID E. SHARBUTT | | | | | | Director | | | | | | February 23, 2023 | | |

| David E. Sharbutt | | | | | | | | | | | | | | |

Revenue Recognition for Significant Contract Modifications - Refer to Notes 1 and 4 to the financial statements.

*Critical Audit Matter Description*

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.

*How the Critical Audit Matter Was Addressed in the Audit*

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.