Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements relating to our goals, beliefs, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as “project,” “believe,” “anticipate,” “expect,” “forecast,” “estimate,” “intend,” “should,” “would,” “could,” “may” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with our consolidated and condensed consolidated financial statements herein and the accompanying notes, information set forth under the caption “Critical Accounting Policies and Estimates” in the 2020 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

During the fourth quarter of 2020, as a result of the acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”), we updated our reportable segments to rename U.S. property and Asia property to U.S. & Canada property and Asia-Pacific property, respectively. We continue to report our results in six segments – U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property and services (see note 16 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). The change in reportable segment names was solely reflective of the inclusion of Canada and Australia in our business operations, as a result of the InSite Acquisition, and had no impact on our consolidated financial statements or historical segment financial information for any prior periods.

Overview

We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators. We refer to the business encompassing the above as our property operations, which accounted for 97% of our total revenues for each of the three and nine months ended September 30, 2021 and includes our U.S. & Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments.

We also offer tower-related services in the United States, including site application, zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

The following table details the number of communications sites, excluding managed sites, that we owned or operated as of September 30, 2021:


	Number of Owned Towers	Number of Operated Towers (1)	Number of Owned DAS Sites
U.S. & Canada:
Canada	218	—	—
United States	27,252	15,370	446
U.S. & Canada total	27,470	15,370	446
Asia-Pacific: (2)
Bangladesh (3)	76	—	—
India	74,727	—	946
Philippines	23	—	—
Asia-Pacific total	74,826	—	946
Africa:
Burkina Faso	707	—	—
Ghana	3,330	661	28
Kenya	2,725	—	9
Niger	747	—	—
Nigeria	6,637	—	—
South Africa	2,865	—	—
Uganda	3,621	—	12
Africa total	20,632	661	49
Europe:
France	2,962	310	9
Germany	14,706	—	—
Poland	44	—	—
Spain	11,436	—	—
Europe total	29,148	310	9
Latin America:
Argentina	480	—	11
Brazil	20,768	2,088	109
Chile	3,733	—	137
Colombia	4,981	—	6
Costa Rica	682	—	2
Mexico	9,787	186	92
Paraguay	1,438	—	—
Peru	3,901	450	—
Latin America total	45,770	2,724	357

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

(2)We also control land under carrier or other third-party communications sites in Australia, which provides recurring cash flow through tenant leasing arrangements.

(3)During the three months ended September 30, 2021, we began operations in Bangladesh (see note 12 to our consolidated and condensed consolidated financial statements included in this Quarterly Report).

On January 13, 2021, we entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which we agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion Euros (“EUR”) (approximately $9.4 billion at the date of signing) (the “Telxius Acquisition”), subject to certain adjustments. We completed the acquisition of nearly 27,000 communications sites in June 2021 and acquired the approximately 4,000 remaining communications sites in Germany in August 2021, for total consideration of approximately 7.9 billion EUR (approximately $9.6 billion as of the closing dates), subject to certain post-closing adjustments.

We operate in six reportable segments: U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property and services. In evaluating operating performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 16 to our consolidated and condensed consolidated financial statements included in this Quarterly Report).

The 2020 Form 10-K contains information regarding management’s expectations of long-term drivers of demand for our communications sites, as well as key trends, which management believes provide valuable insight into our operating and financial resource allocation decisions. The discussion below should be read in conjunction with the 2020 Form 10-K and, in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”

In most of our markets, our tenant leases with wireless carriers generally have initial non-cancellable terms of five to ten years with multiple renewal terms. Accordingly, the vast majority of the revenue generated by our property operations during the three and nine months ended September 30, 2021 was recurring revenue that we should continue to receive in future periods. Based upon existing tenant leases and foreign currency exchange rates as of September 30, 2021, we expect to generate nearly $61 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. Most of our tenant leases have provisions that periodically increase the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or an inflationary index in most of our international markets, or a combination of both. In addition, certain of our tenant leases provide for additional revenue primarily to cover costs (pass-through revenue), such as ground rent or power and fuel costs.

The revenues generated by our property operations may be affected by cancellations of existing tenant leases. As discussed above, most of our tenant leases with wireless carriers and broadcasters are multiyear contracts, which typically are non-cancellable; however, in some instances, a lease may be cancelled upon the payment of a termination fee. Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as churn, has historically not had a material adverse effect on the revenues generated by our consolidated property operations. During the nine months ended September 30, 2021, churn was approximately 3% of our tenant billings.

Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our Asia-Pacific property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites. For the nine months ended September 30, 2021, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit, although overall churn rates in India remained elevated relative to historical levels.

We anticipate that our churn rate in India will moderate over time and result in reduced impacts on our property revenue, gross margin and operating profit. In the immediate term, we believe that our churn rate may remain elevated as our tenants in India evaluate how to best comply with rulings by the Indian Supreme Court and determine their obligations under payment plans for the adjusted gross revenue (“AGR”) fees and charges prescribed by such court, as set forth in Item 1A of the 2020 Form 10-K, under the caption “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges. For more information, please see Item 7 of the 2020 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

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

As further set forth under the caption “Risk Factors” in Part I, Item 1A of the 2020 Form 10-K, the ongoing coronavirus (“COVID-19”) pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our tenants and the demand for our communications sites in the United States and globally. We have taken a variety of actions to ensure the continued availability of our communications sites, while ensuring the safety and security of our employees, tenants, vendors and surrounding communities. These measures include providing support for our tenants remotely, supporting continued work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, tenants and business partners.

In 2020, as a result of the impact of COVID-19 on global financial markets, we experienced volatility in foreign currency exchange rates in many of the markets in which we operate, although we do not expect significant impacts from exchange rate fluctuations in 2021. If exchange rates become significantly more unfavorable, the impact to our revenue and other future operating results could be material. Additionally, the impact of COVID-19 on our operational results in subsequent periods will largely depend on future developments, which are highly uncertain and cannot be accurately predicted at this time. These developments may include, but are not limited to, new information concerning the severity and duration of the COVID-19 pandemic, the impact of emerging COVID-19 variants, the degree of success of actions taken to contain or treat COVID-19, including the availability and effectiveness of vaccines and treatments, and the reactions by consumers, companies, governmental entities and capital markets to such actions.

Non-GAAP Financial Measures

Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation, amortization and accretion, as adjusted (“Adjusted EBITDA”), Funds From Operations, as defined by the National Association of Real Estate Investment Trusts (“Nareit FFO”) attributable to American Tower Corporation common stockholders, Consolidated Adjusted Funds From Operations (“Consolidated AFFO”) and AFFO attributable to American Tower Corporation common stockholders.

We define Adjusted EBITDA as Net income before Income (loss) from equity method investments; Income tax benefit (provision); Other income (expense); Gain (loss) on retirement of long-term obligations; Interest expense; Interest income; Other operating income (expense); Depreciation, amortization and accretion; and stock-based compensation expense.

Nareit FFO attributable to American Tower Corporation common stockholders is defined as net income before gains or losses from the sale or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and accretion and dividends on preferred stock, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests. In this section, we refer to Nareit FFO attributable to American Tower Corporation common stockholders as “Nareit FFO (common stockholders).”

We define Consolidated AFFO as Nareit FFO (common stockholders) before (i) straight-line revenue and expense; (ii) stock-based compensation expense; (iii) the deferred portion of income tax; (iv) non-real estate related depreciation, amortization and accretion; (v) amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges; (vi) other income (expense); (vii) gain (loss) on retirement of long-term obligations; (viii) other operating income (expense); and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less cash payments related to capital improvements and cash payments related to corporate capital expenditures.

We define AFFO attributable to American Tower Corporation common stockholders as Consolidated AFFO, excluding the impact of noncontrolling interests on both Nareit FFO (common stockholders) and the other adjustments included in the calculation of Consolidated AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common stockholders as “AFFO (common stockholders).”

Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) are not intended to replace net income or any other performance measures determined in accordance with GAAP. None of Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO or AFFO (common stockholders)

represents cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities, as a measure of liquidity or a measure of funds available to fund our cash needs, including our ability to make cash distributions. Rather, Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) are presented as we believe each is a useful indicator of our current operating performance. We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for decision making purposes and for evaluating our operating segments’ performance; (2) Adjusted EBITDA is a component underlying our credit ratings; (3) Adjusted EBITDA is widely used in the telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (4) Consolidated AFFO is widely used in the telecommunications real estate sector to adjust Nareit FFO (common stockholders) for items that may otherwise cause material fluctuations in Nareit FFO (common stockholders) growth from period to period that would not be representative of the underlying performance of property assets in those periods; (5) each provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (6) each provides investors with a measure for comparing our results of operations to those of other companies, particularly those in our industry.

Our measurement of Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) to net income, the most directly comparable GAAP measure, have been included below.

Results of Operations

Three and Nine Months Ended September 30, 2021 and 2020

(in millions, except percentages)

Revenue


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Property
U.S. & Canada	$	1,231.2	$	1,122.3	10	%		$	3,695.9		$	3,299.7	12	%
Asia-Pacific	313.5		305.2		3			893.1			863.1		3
Africa	257.4		220.0		17			741.1			651.5		14
Europe	175.8		38.7		354			308.2			107.9		186
Latin America	391.0		301.4		30			1,093.3			931.8		17
Total property	2,368.9		1,987.6		19			6,731.6			5,854.0		15
Services	85.4		25.3		238			180.1			65.0		177
Total revenues	$	2,454.3	$	2,012.9	22	%		$	6,911.7		$	5,919.0	17	%

Three Months Ended September 30, 2021

U.S. & Canada property segment revenue growth of $108.9 million was attributable to:

Tenant billings growth of $87.1 million, which was driven by:
$43.3 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”), primarily related to the InSite Acquisition;
$34.2 million due to leasing additional space on our sites (“colocations”) and amendments; and
$11.2 million from contractual escalations, net of churn (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, beginning in the fourth quarter of 2021);
Partially offset by a decrease of $1.6 million from other tenant billings; and
An increase of $21.8 million in other revenue, which includes a $30.2 million increase due to straight-line accounting, primarily due to the impact of the T-Mobile MLA.

During the three months ended September 30, 2021, the assets acquired pursuant to the InSite Acquisition generated approximately $37.5 million in U.S. & Canada property revenue.

Asia-Pacific property segment revenue growth of $8.3 million was attributable to:

An increase of $8.4 million in pass-through revenue; and
Tenant billings growth of $7.6 million, which was driven by:
$12.3 million due to colocations and amendments; and
$6.6 million generated from newly acquired or constructed sites;
Partially offset by:

▪A decrease of $11.2 million resulting from churn in excess of contractual escalations; and

▪A decrease of $0.1 million from other tenant billings;

Partially offset by a decrease of $9.1 million in other revenue, primarily due to tenant settlements in the prior-year period.

Segment revenue growth included an increase of $1.4 million, attributable to the positive impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).

Africa property segment revenue growth of $37.4 million was attributable to:

Tenant billings growth of $26.7 million, which was driven by:
$11.6 million generated from newly acquired or constructed sites;
$10.2 million due to colocations and amendments;
$3.9 million from contractual escalations, net of churn; and
$1.0 million from other tenant billings; and
An increase of $14.7 million in pass-through revenue;
Partially offset by a decrease of $6.4 million in other revenue.

Segment revenue growth included an increase of $2.4 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $5.6 million related to fluctuations in South African Rand (“ZAR”) and $1.1 million related to fluctuations in Ugandan Shilling, partially offset by negative impacts related to fluctuations in the currencies of our other African markets, which included, among others, $2.8 million related to fluctuations in Nigerian Naira (“NGN”).

Europe property segment revenue growth of $137.1 million was attributable to:

Tenant billings growth of $79.9 million, which was driven by:

• $78.1 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition and our agreements with Orange S.A.; and

$2.3 million due to colocations and amendments;
Partially offset by a decrease of $0.5 million resulting from churn in excess of contractual escalations;
An increase of $56.6 million in pass-through revenue, primarily attributable to the Telxius Acquisition; and
An increase of $0.3 million in other revenue.

Segment revenue growth included an increase of $0.3 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in EUR. During the three months ended September 30, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $131.9 million in Europe property revenue.

Latin America property segment revenue growth of $89.6 million was attributable to:

Tenant billings growth of $33.6 million, which was driven by:

• $19.2 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;

$8.4 million due to colocations and amendments;
$5.5 million from contractual escalations, net of churn; and
$0.5 million from other tenant billings;

• An increase of $25.2 million in pass-through revenue, primarily attributable to increased pass-through ground rent costs in Brazil and the Telxius Acquisition; and

An increase of $16.0 million in other revenue as a result of a tenant settlement in Brazil.

Segment revenue growth included an increase of $14.8 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $12.0 million related to fluctuations in Mexican Peso (“MXN”) and $4.8 million related to fluctuations in the Brazilian Real (“BRL”), partially offset by negative impacts related to fluctuations in the currencies of our other Latin American markets. During the three months ended September 30, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $31.2 million in Latin America property revenue.

Services segment revenue growth of $60.1 million was primarily attributable to an increase in site application, zoning and permitting services.

Nine Months Ended September 30, 2021

U.S. & Canada property segment revenue growth of $396.2 million was attributable to:

Tenant billings growth of $254.4 million, which was driven by:
$129.3 million generated from newly acquired or constructed sites, primarily related to the InSite Acquisition;
$95.3 million due to colocations and amendments; and
$35.5 million from contractual escalations, net of churn (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, beginning in the fourth quarter of 2021);
Partially offset by a decrease of $5.7 million from other tenant billings; and
An increase of $141.8 million in other revenue, which includes a $138.7 million increase due to straight-line accounting, primarily due to the impact of the T-Mobile MLA.

During the nine months ended September 30, 2021, the assets acquired pursuant to the InSite Acquisition generated approximately $115.8 million in U.S. & Canada property revenue.

Asia-Pacific property segment revenue growth of $30.0 million was attributable to:

An increase of $26.6 million in pass-through revenue; and
Tenant billings growth of $14.3 million, which was driven by:
$37.0 million due to colocations and amendments; and
$18.3 million generated from newly acquired or constructed sites;
Partially offset by:

▪A decrease of $40.2 million resulting from churn in excess of contractual escalations; and

▪A decrease of $0.8 million from other tenant billings; and

Partially offset by a decrease of $17.6 million in other revenue, primarily due to tenant settlements in the prior-year period.

Segment revenue growth included an increase of $6.7 million attributable to the positive impact of foreign currency translation related to fluctuations in INR.

Africa property segment revenue growth of $89.6 million was attributable to:

Tenant billings growth of $66.2 million, which was driven by:
$29.4 million due to colocations and amendments;
$26.6 million generated from newly acquired or constructed sites;
$7.3 million from contractual escalations, net of churn; and
$2.9 million from other tenant billings; and
An increase of $27.1 million in pass-through revenue;
Partially offset by a decrease of $12.2 million in other revenue, primarily due to an increase in revenue reserves and a decrease in tenant settlements attributable to prior tenant cancellations.

Segment revenue growth included an increase of $8.5 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $15.3 million related to fluctuations in ZAR and $4.0 million related to fluctuations in West African Franc, partially offset by negative impacts related to fluctuations in the currencies of our other African markets, which included, among others, $7.8 million related to fluctuations in NGN.

Europe property segment revenue growth of $200.3 million was attributable to:

Tenant billings growth of $109.6 million, which was driven by:

• $105.5 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition and our agreements with Orange S.A.; and

$5.2 million due to colocations and amendments;
Partially offset by a decrease of $1.1 million resulting from churn in excess of contractual escalations;
An increase of $67.0 million in pass-through revenue, primarily attributable to the Telxius Acquisition; and
An increase of $15.4 million in other revenue, attributable to straight-line accounting, the Telxius Acquisition and increases in back-billing.

Segment revenue growth included an increase of $8.3 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in EUR. During the nine months ended September 30, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $173.9 million in Europe property revenue.

Latin America property segment revenue growth of $161.5 million was attributable to:

Tenant billings growth of $79.9 million, which was driven by:

• $30.7 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;

$24.8 million due to colocations and amendments;
$21.7 million from contractual escalations, net of churn; and
$2.7 million from other tenant billings;

• An increase of $45.5 million in pass-through revenue, primarily attributable to increased pass-through ground rent costs in Brazil and the Telxius Acquisition; and

An increase of $33.8 million in other revenue as a result of a tenant settlement in Brazil.

Segment revenue growth included an increase of $2.3 million, attributable to the impact of foreign currency translation, which included, among others, a positive impact of $26.1 million related to fluctuations in MXN, partially offset by a negative impact of $24.9 million related to fluctuations in BRL. During the nine months ended September 30, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $42.1 million in Latin America property revenue.

Services segment revenue growth of $115.1 million was primarily attributable to an increase in site application, zoning and permitting services.

Gross Margin


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Property
U.S. & Canada	$	1,009.8	$	915.0	10	%		$	3,064.8		$	2,700.0	14	%
Asia-Pacific	126.4		138.1		(8)			346.7			373.4		(7)
Africa	169.2		145.9		16			486.3			430.0		13
Europe	102.8		31.0		232			197.5			86.8		128
Latin America	267.3		205.9		30			756.3			638.7		18
Total property	1,675.5		1,435.9		17			4,851.6			4,228.9		15
Services	54.5		15.1		261	%		113.6			37.8		201	%

Three Months Ended September 30, 2021

The increase in U.S. & Canada property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $14.1 million.
The decrease in Asia-Pacific property segment gross margin was primarily attributable to an increase in direct expenses of $19.1 million, primarily due to an increase in costs associated with pass-through revenue, including fuel costs, partially offset by the increase in revenue described above. Direct expenses were also negatively impacted by $0.9 million from the impact of foreign currency translation.
The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $13.9 million. Direct expenses were also negatively impacted by $0.2 million from the impact of foreign currency translation.
The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $65.3 million, primarily due to the Telxius Acquisition. Direct expenses were not materially impacted by foreign currency translation.
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $24.9 million, primarily due to the Telxius Acquisition. Direct expenses were also negatively impacted by $3.3 million from the impact of foreign currency translation.
The increase in services segment gross margin was primarily due to the increase in revenue described above, partially offset by an increase in direct expenses of $20.7 million.

Nine Months Ended September 30, 2021

*•*The increase in U.S. & Canada property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $31.4 million.

The decrease in Asia-Pacific property segment gross margin was primarily attributable to an increase in direct expenses of $52.7 million, primarily due to an increase in costs associated with pass-through revenue, including fuel costs, partially offset by the increase in revenue described above. Direct expenses were also negatively impacted by $4.0 million from the impact of foreign currency translation.
The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $32.5 million. Direct expenses were also negatively impacted by $0.8 million from the impact of foreign currency translation.
The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $88.1 million, primarily due to the Telxius

Acquisition. Direct expenses were also negatively impacted by $1.5 million from the impact of foreign currency translation.

The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $44.9 million, including expenses related to the Telxius Acquisition. Direct expenses also benefited by $1.0 million from the impact of foreign currency translation.
The increase in services segment gross margin was primarily due to the increase in revenue described above, partially offset by an increase in direct expenses of $39.3 million.

Selling, General, Administrative and Development Expense (“SG&A”)


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Property
U.S. & Canada	$	48.1	$	38.3	26	%		$	129.8		$	117.6	10	%
Asia-Pacific	21.5		24.1		(11)			52.7			90.2		(42)
Africa	16.5		18.5		(11)			52.9			56.4		(6)
Europe	12.8		5.3		142			26.3			15.6		69
Latin America	26.3		20.9		26			79.6			67.8		17
Total property	125.2		107.1		17			341.3			347.6		(2)
Services	3.8		4.2		(10)			12.1			9.8		23
Other	76.9		64.7		19			242.3			225.0		8
Total selling, general, administrative and development expense	$	205.9	$	176.0	17	%		$	595.7		$	582.4	2	%

Three Months Ended September 30, 2021

The increases in our U.S. & Canada and Europe property segment SG&A were primarily driven by increased personnel costs to support our business, including as a result of the InSite Acquisition in our U.S. & Canada property segment and the Telxius Acquisition in our Europe property segment.
The decrease in our Asia-Pacific property segment SG&A was primarily driven by a decrease in bad debt expense of $6.7 million.
The decrease in our Africa property segment SG&A was primarily driven by a decrease in bad debt expense of $5.9 million.
The increase in our Latin America property segment SG&A was primarily driven by an increase in bad debt expense of $3.0 million, as a result of receivable reserves with a tenant.
Our services segment SG&A was relatively consistent as compared to the prior-year period.
The increase in other SG&A was primarily attributable to an increase in corporate SG&A and an increase in stock-based compensation expense of $4.7 million.

Nine Months Ended September 30, 2021

*•*The increase in our U.S. & Canada property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the InSite Acquisition, partially offset by lower canceled construction costs.

The decrease in our Asia-Pacific property segment SG&A was primarily driven by a decrease in bad debt expense of $44.5 million.
The decrease in our Africa property segment SG&A was primarily driven by a decrease in bad debt expense of $8.6 million.
The increase in our Europe property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition.
The increase in our Latin America property segment SG&A was primarily driven by an increase in bad debt expense of $11.0 million, as a result of receivable reserves with a tenant.
The increase in our services segment SG&A was primarily driven by an increase in personnel costs to support our business.
The increase in other SG&A was primarily attributable to an increase in corporate SG&A and an increase in stock-based compensation expense of $1.3 million.

Operating Profit


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Property
U.S. & Canada	$	961.7	$	876.7	10	%		$	2,935.0		$	2,582.4	14	%
Asia-Pacific	104.9		114.0		(8)			294.0			283.2		4
Africa	152.7		127.4		20			433.4			373.6		16
Europe	90.0		25.7		250			171.2			71.2		140
Latin America	241.0		185.0		30			676.7			570.9		19
Total property	1,550.3		1,328.8		17			4,510.3			3,881.3		16
Services	50.7		10.9		365	%		101.5			28.0		263	%

The increases in operating profit for the three and nine months ended September 30, 2021 for our U.S. & Canada, Europe and Latin America property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.
The decrease in operating profit for the three months ended September 30, 2021 for our Asia-Pacific property segment was primarily attributable to a decrease in our segment gross margin, partially offset by a decrease in our segment SG&A. The increase in operating profit for the nine months ended September 30, 2021 for our Asia-Pacific property segment was primarily attributable to a decrease in our segment SG&A, partially offset by a decrease in our segment gross margin.
The increases in operating profit for the three and nine months ended September 30, 2021 for our Africa property segment were primarily attributable to increases in our segment gross margin and decreases in our segment SG&A.
The increases in operating profit for the three and nine months ended September 30, 2021 for our services segment were primarily attributable to increases in our segment gross margin.

Depreciation, Amortization and Accretion


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Depreciation, amortization and accretion	$	611.4	$	473.9	29	%		$	1,688.7		$	1,401.1	21	%

The increases in depreciation, amortization and accretion expense for the three and nine months ended September 30, 2021 were primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year periods, which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.

Other Operating Expenses


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Other operating expenses	$	85.2	$	15.3	457	%		$	175.4		$	67.7	159	%

The increase in other operating expenses during the three months ended September 30, 2021 was primarily attributable to an increase in impairment expense of $41.1 million and an increase in acquisition related costs, including pre-acquisition contingencies and settlements of $25.8 million. The increase in other operating expenses during the nine months ended September 30, 2021 was primarily attributable to an increase in acquisition related costs, including pre-acquisition contingencies and settlements of $94.7 million, primarily associated with the Telxius Acquisition, and an increase in impairment expense of $4.5 million.

Total Other Expense


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Total other expense	$	49.9	$	282.9	(82)	%		$	204.5		$	811.8	(75)	%

Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses. We record unrealized foreign currency gains or losses as a result of foreign currency exchange rate fluctuations primarily associated with our intercompany notes and similar unaffiliated balances denominated in a currency other than the subsidiaries’ functional currencies.

The decrease in total other expense during the three months ended September 30, 2021 was primarily due to foreign currency gains of $180.5 million in the current period, as compared to foreign currency losses of $49.4 million in the prior-year period and a decrease in loss on retirement of debt of $37.2 million attributable to the repayment of our 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) and our 3.450% senior unsecured notes due 2021 (the “3.450% Notes”) in the prior year period, partially offset by an increase of $35.2 million in interest expense.

The decrease in total other expense during the nine months ended September 30, 2021 was primarily due to foreign currency gains of $422.1 million in the current period, as compared to foreign currency losses of $152.7 million in the prior-year period and a loss on retirement of debt of $25.7 million in the current period attributable to the repayment of all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”), as compared to a loss $71.8 million in the prior-year period attributable to the repayment of our 5.900% senior unsecured notes due 2021 (the “5.900% Notes”), the 3.300% Notes and the 3.450% Notes, partially offset by an increase of $49.4 million in interest expense. Total other expense during the nine months ended September 30, 2021 also includes $19.5 million in unrealized gains from equity securities in the United States.

Income Tax Provision


	Three Months Ended September 30,						Percent Increase (Decrease)			Nine Months Ended September 30,							Percent Increase (Decrease)
	2021			2020					2021				2020
Income tax provision	$	51.4		$	39.3		31	%		$	174.5			$	71.5		144	%
Effective tax rate	6.6		%	7.8		%				7.6		%		5.1		%

As a real estate investment trust for U.S. federal income tax purposes (“REIT”), we may deduct earnings distributed to stockholders against the income generated by our REIT operations. In addition, we are able to offset certain income by utilizing our net operating losses (“NOLs”), subject to specified limitations. Consequently, the effective tax rate on income from continuing operations for the three and nine months ended September 30, 2021 and 2020 differs from the federal statutory rate.

The increase in the income tax provision during the three months ended September 30, 2021 was primarily attributable to net additions to reserves for our existing tax positions. The increase in the income tax provision for the nine months ended September 30, 2021 was primarily attributable to increases in foreign earnings, net additions to reserves for our existing tax positions and changes in tax law in certain foreign jurisdictions in the current period. The income tax provision for the three and nine months ended September 30, 2020 includes a benefit related to the remeasurement of our net deferred tax liabilities in Kenya as a result of a change in tax rate.

Net Income / Adjusted EBITDA and Net Income / Nareit FFO attributable to American Tower Corporation common stockholders / Consolidated AFFO / AFFO attributable to American Tower Corporation common stockholders


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Net income	$	726.2	$	462.9	57	%		$	2,126.4		$	1,329.9	60	%
Income tax provision	51.4		39.3		31			174.5			71.5		144
Other (income) expense	(166.8)		64.5		(359)			(439.6)			170.8		(357)
Loss on retirement of long-term obligations	—		37.2		(100)			25.7			71.8		(64)
Interest expense	226.1		190.9		18			646.8			597.4		8
Interest income	(9.4)		(9.7)		(3)			(28.4)			(28.2)		1
Other operating expenses	85.2		15.3		457			175.4			67.7		159
Depreciation, amortization and accretion	611.4		473.9		29			1,688.7			1,401.1		21
Stock-based compensation expense	28.1		24.1		17			98.0			99.0		(1)
Adjusted EBITDA	$	1,552.2	$	1,298.4	20	%		$	4,467.5		$	3,781.0	18	%


	Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)
	2021		2020				2021			2020
Net income	$	726.2	$	462.9	57	%		$	2,126.4		$	1,329.9	60	%
Real estate related depreciation, amortization and accretion	550.2		421.2		31			1,516.7			1,244.0		22
Losses from sale or disposal of real estate and real estate related impairment charges (1)	55.4		9.9		460			64.9			54.3		20
Adjustments for unconsolidated affiliates and noncontrolling interests	(23.5)		(20.5)		15			(59.7)			(73.0)		(18)
Nareit FFO attributable to American Tower Corporation common stockholders	$	1,308.3	$	873.5	50	%		$	3,648.3		$	2,555.2	43	%
Straight-line revenue	(99.6)		(68.1)		46			(324.3)			(178.9)		81
Straight-line expense	13.0		12.9		1			43.4			37.8		15
Stock-based compensation expense	28.1		24.1		17			98.0			99.0		(1)
Deferred portion of income tax	(7.5)		20.9		(136)			53.4			(14.5)		(468)
Non-real estate related depreciation, amortization and accretion	61.2		52.7		16			172.0			157.1		9
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges	9.7		7.9		23			27.4			24.4		12
Payment of shareholder loan interest (2)	—		—		—			—			(63.3)		(100)
Other (income) expense (3)	(166.8)		64.5		(359)			(439.6)			170.8		(357)
Loss on retirement of long-term obligations	—		37.2		(100)			25.7			71.8		(64)
Other operating expense (4)	29.8		5.4		452			110.5			13.4		725
Capital improvement capital expenditures	(40.4)		(26.8)		51			(93.8)			(85.9)		9
Corporate capital expenditures	(1.5)		(2.6)		(42)			(3.7)			(7.1)		(48)
Adjustments for unconsolidated affiliates and noncontrolling interests	23.5		20.5		15			59.7			73.0		(18)
Consolidated AFFO	$	1,157.8	$	1,022.1	13	%		$	3,377.0		$	2,852.8	18	%
Adjustments for unconsolidated affiliates and noncontrolling interests (5)	(18.7)		(25.2)		(26)	%		(58.6)			(12.7)		361	%
AFFO attributable to American Tower Corporation common stockholders	$	1,139.1	$	996.9	14	%		$	3,318.4		$	2,840.1	17	%

(1)Included in these amounts are impairment charges of $47.1 million, $6.0 million, $46.3 million and $41.8 million, respectively.

(2)For the nine months ended September 30, 2020, relates to the payment of capitalized interest associated with the acquisition of MTN Group Limited’s (“MTN”) redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). This long-term deferred interest payment was previously expensed but excluded from Consolidated AFFO.

(3)Includes (gains) losses on foreign currency exchange rate fluctuations of ($180.5 million), $49.4 million, ($422.1 million) and $152.7 million, respectively.

(4)Primarily includes acquisition-related costs and integration costs.

(5)Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.

The increases in net income for the three and nine months ended September 30, 2021 were primarily due to (i) an increase in our operating profit and (ii) a decrease in other expenses, primarily due to foreign currency gains in the current period as compared to foreign currency losses in the prior-year period, partially offset by (i) an increase in depreciation, amortization and accretion expense, (ii) an increase in other operating expense, primarily attributable to acquisition related costs associated with the Telxius Acquisition, and (iii) an increase in the income tax provision. Net income for the nine months ended September 30, 2021 included a loss on retirement of long-term obligations of $25.7 million, attributable to the repayment of the InSite Debt. Net income for the three and nine months ended September 30, 2020 included a loss on retirement of long-term obligations of $37.2 million and $71.8 million, respectively, attributable to the repayment of the 5.900% Notes, the 3.300% Notes and the 3.450% Notes.

The increase in Adjusted EBITDA for the three and nine months ended September 30, 2021 was primarily attributable to the increase in our gross margin, partially offset by the increase in SG&A, excluding the impact of stock-based compensation expense of $25.2 million and $12.0 million, respectively.

The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the three months ended September 30, 2021 was primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, which was partially offset by (i) increases in cash paid for taxes and cash paid for interest and (ii) an increase in capital improvement capital expenditures. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by changes in noncontrolling interests held in Europe and Asia-Pacific since the beginning of the prior-year period.

The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the nine months ended September 30, 2021 was primarily attributable to (i) the increase in our operating profit, excluding the impact of straight-line accounting, and (ii) decreases in cash paid for interest due to the non-recurrence of the impact of previously deferred interest associated with the shareholder loan, partially offset by (i) an increase in cash paid for taxes and (ii) an increase in capital improvement capital expenditures. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by changes in noncontrolling interests held in Europe, Asia-Pacific and Africa since the beginning of the prior-year period.

Liquidity and Capital Resources

The information in this section updates as of September 30, 2021 the “Liquidity and Capital Resources” section of the 2020 Form 10-K and should be read in conjunction with that report.

Overview

During the nine months ended September 30, 2021, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. During the nine months ended September 30, 2021, our significant financing transactions included:

Entry into the 2021 Delayed Draw Term Loans and the Bridge Loan Commitment (each as defined below).
Registered public offerings in an aggregate amount of $5.6 billion, including 2.0 billion EUR, of senior unsecured notes with maturities ranging from 2026 to 2051.
Registered public offering of 9,900,000 shares of our common stock for aggregate net proceeds of $2.4 billion.
Increase of our commitments under (i) our senior unsecured multicurrency revolving credit facility to $4.1 billion (as amended and restated as further described below, the “2021 Multicurrency Credit Facility”) and (ii) our senior unsecured revolving credit facility to $2.9 billion (as amended and restated as further described below, the “2021 Credit Facility”).
Repayment of all amounts outstanding under our $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”).
Repayment of all amounts outstanding under the InSite Debt.
Repayment of 420.0 million EUR (approximately $494.2 million at the repayment date) under the 2021 364-Day Delayed Draw Term Loan (as defined below).
Repayment of $500.0 million of indebtedness under our $1.0 billion unsecured term loan, as amended and restated in December 2019 and as further amended (the “2019 Term Loan”).

As a holding company, our cash flows are derived primarily from the operations of, and distributions from, our operating subsidiaries or funds raised through borrowings under our credit facilities and debt or equity offerings.

The following table summarizes the significant components of our liquidity (in millions):


	As of September 30, 2021
Available under the 2021 Multicurrency Credit Facility	$	2,531.4
Available under the 2021 Credit Facility	2,900.0
Letters of credit	(4.4)
Total available under credit facilities, net	$	5,427.0
Cash and cash equivalents	3,277.2
Total liquidity	$	8,704.2

Subsequent to September 30, 2021, we made additional borrowings of $540.0 million under the 2021 Credit Facility and repayments of 310.0 million EUR (approximately $379.9 million at the repayment date) under the 2021 Multicurrency Credit Facility.

Summary cash flow information is set forth below (in millions):


	Nine Months Ended September 30,
	2021		2020
Net cash provided by (used for):
Operating activities	$	4,141.0	$	2,749.1
Investing activities	(10,524.5)		(970.6)
Financing activities	8,282.8		(1,519.4)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(61.4)		(106.9)
Net increase in cash and cash equivalents, and restricted cash	$	1,837.9	$	152.2

We use our cash flows to fund our operations and investments in our business, including tower maintenance and improvements, communications site construction, managed network installations and tower and land acquisitions.

Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.

In February 2021, we entered into an agreement with Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust, our remaining minority holders in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), to redeem 100% of their combined holdings in ATC TIPL (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report) at a price of INR 175 per share, subject to certain adjustments. Accordingly, we expect to pay an amount equivalent to INR 12.9 billion (approximately $173.8 million) to redeem the shares in 2021, subject to regulatory approval. After the completion of the redemption, we will hold a 100% ownership interest in ATC TIPL.

In May 2021 and June 2021, in connection with the funding of the Telxius Acquisition, we entered into agreements with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”), for CDPQ and Allianz to acquire 30% and 18% noncontrolling interests, respectively, in subsidiaries whose holdings consist of our operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (the “ATC Europe Transactions”). We completed the ATC Europe Transactions in September 2021 for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the date of closing). After the completion of the ATC Europe Transactions, we hold a 52% controlling ownership interest in ATC Europe.

As of September 30, 2021, we had total outstanding indebtedness of $33.8 billion, with a current portion of $2.1 billion. During the nine months ended September 30, 2021, we generated sufficient cash flow from operations, together with borrowings under our credit facilities and the recently executed 2021 Delayed Draw Term Loans, proceeds from our equity and debt issuances and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions. We believe the cash generated by operating activities during the year ending December 31, 2021, together with our borrowing capacity under our credit facilities, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.

Material Cash Requirements—During the nine months ended September 30, 2021, we completed the acquisition of approximately 31,000 communications sites under the Telxius Acquisition, for total consideration of approximately 7.9 billion EUR (approximately $9.6 billion as of the closing dates), subject to certain post-closing adjustments. There were no other material changes to the Material Cash Requirements section of the 2020 Form 10-K.

As of September 30, 2021, we had $1.8 billion of cash and cash equivalents held by our foreign subsidiaries, of which $821.6 million was held by our joint ventures. While certain subsidiaries may pay us interest or principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs. However, in the event that we do repatriate any funds, we may be required to accrue and pay certain taxes.

Cash Flows from Operating Activities

The increase in cash provided by operating activities for the nine months ended September 30, 2021 was primarily attributable to an increase in unearned revenue due to advance payments from a tenant and an increase in the operating profit of our property segments, partially offset by an increase in acquisition related costs, primarily associated with the Telxius Acquisition.

Cash Flows from Investing Activities

Our significant investing activities during the nine months ended September 30, 2021 are highlighted below:

We spent $9,595.3 million for acquisitions.
We spent $941.2 million for capital expenditures, as follows (in millions):


Discretionary capital projects (1)	$	389.8
Ground lease purchases (2)	150.1
Capital improvements and corporate expenditures (3)	97.5
Redevelopment	171.3
Start-up capital projects	132.5
Total capital expenditures (4)	$	941.2

(1)Includes the construction of 4,475 communications sites globally.

(2)Includes $25.0 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.

(3)Includes $4.0 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.

(4)Net of purchase credits of $4.5 million on certain assets, which are recorded in investing activities in our condensed consolidated statements of cash flows.

We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies. Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site construction, and through acquisitions. We also regularly review our tower portfolios as to capital expenditures required to upgrade our towers to our structural standards or address capacity, structural or permitting issues.

We expect that our 2021 total capital expenditures will be as follows (in millions):


Discretionary capital projects (1)	$	555	to	$	585
Ground lease purchases	$	230	to	$	240
Capital improvements and corporate expenditures	$	180	to	$	190
Redevelopment	$	290	to	$	310
Start-up capital projects	$	245	to	$	275
Total capital expenditures	$	1,500	to	$	1,600

(1)Includes the construction of approximately 6,500 to 7,500 communications sites globally.

Cash Flows from Financing Activities

Our significant financing activities were as follows (in millions):


	Nine Months Ended September 30,
	2021		2020
Proceeds from issuance of senior notes, net	$	5,609.4	$	6,232.1
Proceeds from issuance of equity, net	2,361.8		—
Repayments of credit facilities, net	(559.0)		(1,976.0)
Proceeds from term loans	2,347.0		1,940.0
Repayments of term loans	(1,744.2)		(2,190.0)



Repayments of securitized debt (1)	(763.5)		(350.0)
Repayments of senior notes	—		(2,650.0)

Contributions from noncontrolling interest holders (2)	3,078.2		—
Distributions to noncontrolling interest holders (3)	(223.1)		(13.8)
Purchase of redeemable noncontrolling interest (4)	(2.5)		(524.4)
Distributions paid on common stock	(1,674.4)		(1,421.8)
Purchases of common stock	—		(56.0)

(1)As of December 31, 2020, the InSite Debt included $763.5 million aggregate principal amount and a fair value adjustment of $36.5 million. During the nine months ended September 30, 2021, we repaid all amounts outstanding under the InSite Debt.

(2)For the nine months ended September 30, 2021, includes $3.1 billion of contributions received from CDPQ and Allianz in connection with the ATC Europe Transactions.

(3)For the nine months ended September 30, 2021, includes $214.9 million of cash consideration paid to PGGM in connection with the reorganization of our subsidiaries in Europe.

(4)During the nine months ended September 30, 2021, we liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption). During the nine months ended September 30, 2020, we completed the acquisition of MTN’s 49% redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including an adjustment of $1.4 million.

*Repayment of 4.70% Senior Notes—*On October 18, 2021, we redeemed all of the $700.0 million aggregate principal amount of our 4.70% senior unsecured notes due March 15, 2022 (the “4.70% Notes”) at a price equal to 101.7270% of the principal amount, plus accrued and unpaid interest up to, but excluding October 18, 2021, for an aggregate redemption price of approximately $715.1 million, including $3.0 million in accrued and unpaid interest. We expect to record a loss on retirement of long-term obligations of approximately $12.4 million, which includes prepayment consideration of $12.1 million and the associated unamortized discount and deferred financing costs. The redemption was funded with cash on hand. Upon completion of this redemption, none of the 4.70% Notes remained outstanding.

Offerings of Senior Notes

*1.600% Senior Notes and 2.700% Senior Notes Offering—*On March 29, 2021, we completed a registered public offering of $700.0 million aggregate principal amount of 1.600% senior unsecured notes due 2026 (the “1.600% Notes”) and $700.0 million aggregate principal amount of 2.700% senior unsecured notes due 2031 (the “2.700% Notes”). The net proceeds from this offering were approximately $1,386.3 million, after deducting commissions and estimated expenses. We used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.

*0.450% Senior Notes, 0.875% Senior Notes and 1.250% Senior Notes Offering—*On May 21, 2021, we completed a registered public offering of 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.450% senior unsecured notes due 2027 (the “0.450% Notes”), 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.875% senior unsecured notes due 2029 (the “0.875% Notes”) and 500.0 million EUR ($609.1 million at the date of issuance) aggregate principal amount of 1.250% senior unsecured notes due 2033 (the “1.250% Notes”). The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $2,415.8 million at the date of issuance), after deducting commissions and estimated expenses. We used all of the net proceeds to fund the Telxius Acquisition.

1.450% Senior Notes, 2.300% Senior Notes and 2.950% Senior Notes Offering—On September 27, 2021, we completed a registered public offering of $600.0 million aggregate principal amount of 1.450% senior unsecured notes due 2026 (the “1.450% Notes”), $700.0 million aggregate principal amount of 2.300% senior unsecured notes due 2031 (the “2.300% Notes”) and $500.0 million aggregate principal amount through a reopening of our 2.950% senior unsecured notes due 2051, originally issued on November 20, 2020 (the “2.950% Notes”). The net proceeds from this offering were approximately $1,765.1 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2019 Term Loan and for general corporate purposes.

*0.400% Senior Notes and 0.950% Senior Notes Offering—*On October 5, 2021, we completed a registered public offering of 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.400% senior unsecured notes due 2027 (the “0.400% Notes”) and 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.950% senior unsecured notes due 2030 (the “0.950% Notes” and, collectively with the 1.600% Notes, the 2.700% Notes, the 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 1.450% Notes, the 2.300% Notes, the 2.950% Notes and the 0.400% Notes, the “Notes”). The net proceeds from this offering were approximately 987.7 million EUR (approximately $1,145.6 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing EUR denominated indebtedness under the 2021 Multicurrency Credit Facility and the 2021 364-Day Delayed Draw Term Loan.

The key terms of the Notes are as follows:


Senior Notes	Aggregate Principal Amount (in millions)		Issue Date and Interest Accrual Date	Maturity Date	Contractual Interest Rate		First Interest Payment	Interest Payments Due (1)	Par Call Date (2)
1.600% Notes	$	700.0	March 29, 2021	April 15, 2026	1.600	%	October 15, 2021	April 15 and October 15	March 15, 2026
2.700% Notes	$	700.0	March 29, 2021	April 15, 2031	2.700	%	October 15, 2021	April 15 and October 15	January 15, 2031
0.450% Notes (3)	$	913.7	May 21, 2021	January 15, 2027	0.450	%	January 15, 2022	January 15	November 15, 2026
0.875% Notes (3)	$	913.7	May 21, 2021	May 21, 2029	0.875	%	May 21, 2022	May 21	February 21, 2029
1.250% Notes (3)	$	609.1	May 21, 2021	May 21, 2033	1.250	%	May 21, 2022	May 21	February 21, 2033
1.450% Notes	$	600.0	September 27, 2021	September 15, 2026	1.450	%	March 15, 2022	March 15 and September 15	August 15, 2026
2.300% Notes	$	700.0	September 27, 2021	September 15, 2031	2.300	%	March 15, 2022	March 15 and September 15	June 15, 2031
2.950% Notes (4)	$	1,050.0	September 27, 2021	January 15, 2051	2.950	%	January 15, 2022	January 15 and July 15	July 15, 2050
0.400% Notes (3)	$	579.9	October 5, 2021	February 15, 2027	0.400	%	February 15, 2022	February 15	December 15, 2026
0.950% Notes (3)	$	579.9	October 5, 2021	October 5, 2030	0.950	%	October 5, 2022	October 5	July 5, 2030

(1)Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.

(2)We may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.

(3)The 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 0.400% Notes and the 0.950% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date.

(4)The initial 2.950% Notes were issued on November 20, 2020. The reopened 2.950% Notes were issued on September 27, 2021.

If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the Notes, we may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally with all of our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.

The supplemental indentures contain certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture.

*Repayment of InSite Debt—*The InSite Debt included securitizations entered into by certain InSite subsidiaries. The InSite Debt was recorded at fair value upon acquisition. On January 15, 2021, we repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest. We recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition. The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and cash on hand.

Bank Facilities

Amendments to Bank Facilities—On February 10, 2021, we amended and restated the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and entered into an amendment agreement with respect to our $1.0 billion unsecured term loan, as amended and restated in December 2019 (as amended, the “2019 Term Loan”).

These amendments, among other things,

i.extend the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively,

ii.increase the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively,

iii.increase the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively,

iv.expand the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $1.0 billion to $3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $1.5 billion sublimit,

v.amend the limitation of our permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if we consummate a Qualified Acquisition (as defined in each of the loan agreements for the facilities)),

vi.amend the limitation on indebtedness of, and guaranteed by, our subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of us and our subsidiaries on a consolidated basis and

vii.increase the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million.

*2021 Multicurrency Credit Facility—*During the nine months ended September 30, 2021, we borrowed an aggregate of $4.6 billion, including an aggregate of 2.4 billion EUR ($2.9 billion as of the borrowing dates), and repaid an aggregate of $3.0 billion of revolving indebtedness, including an aggregate of 1.0 billion EUR ($1.2 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Multicurrency Credit Facility. We used the borrowings to fund the Telxius Acquisition, to repay existing indebtedness, including the InSite Debt and the 2020 Term Loan, and for general corporate purposes. We currently have $3.5 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 2021 Multicurrency Credit Facility in the ordinary course.

*2021 Credit Facility—*During the nine months ended September 30, 2021, we borrowed an aggregate of $2.9 billion, including an aggregate of 1.2 billion EUR ($1.4 billion as of the borrowing dates), and repaid an aggregate of $5.2 billion of revolving indebtedness, including an aggregate of 1.2 billion EUR ($1.4 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Credit Facility. We used the borrowings to fund the Telxius Acquisition and for general corporate purposes. We currently have $0.9 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 2021 Credit Facility in the ordinary course.

Repayment of the 2020 Term Loan—On February 5, 2021, we repaid all amounts outstanding under the 2020 Term Loan using borrowings from the 2021 Multicurrency Credit Facility and cash on hand.

*Repayment under the 2019 Term Loan—*On September 27, 2021, we repaid $500.0 million of indebtedness under the 2019 Term Loan using proceeds from the issuance of the 1.450% Notes, the 2.300% Notes and the 2.950% Notes.

2021 Delayed Draw Term Loans—On February 10, 2021, we entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Telxius Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder and that bears interest at a rate based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.000% above the Euro Interbank Offered Rate (“EURIBOR”) (the “2021 364-Day Delayed Draw Term Loan”) and (ii) an 825.0 million EUR (approximately $1.0 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder and that bears interest at a rate based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above EURIBOR (the “2021 Three Year Delayed Draw Term Loan,” and, together with the 2021 364-Day Delayed Draw Term Loan, the “2021 Delayed Draw Term Loans”).

On May 28, 2021, we borrowed 1.1 billion EUR ($1.3 billion as of the borrowing date) under the 2021 364-Day Delayed Draw Term Loan and 825.0 million EUR ($1.0 billion as of the borrowing date) under the 2021 Three Year Delayed Draw Term Loan. We used the borrowings to fund the Telxius Acquisition.

On September 16, 2021, we repaid 420.0 million EUR ($494.2 million as of the repayment date) under the 2021 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions. On October 7, 2021, we repaid all remaining amounts outstanding under the 2021 364-Day Delayed Draw Term Loan using proceeds from the issuance of the 0.400% Notes and the 0.950% Notes.

Bridge Facility—In connection with entering into the Telxius Acquisition, we entered into a commitment letter (the “Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA had, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Telxius Acquisition. Effective February 10, 2021, the Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Delayed Draw Term Loans, as described above. The Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described below. Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450% Notes, the 0.875% Notes and the 1.250% Notes, we determined that we had adequate cash resources and undrawn availability under our revolving credit facilities and the 2021 Delayed Draw Term Loans to fund the cash consideration payable in connection with the Telxius Acquisition and terminated the Commitment Letter. We did not make any borrowings under the Bridge Loan Commitment.

As of September 30, 2021, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Delayed Draw Term Loans were as follows:


Bank Facility		Outstanding Principal Balance ($ in millions)	Maturity Date		LIBOR or EURIBOR borrowing interest rate range (1)	Base rate borrowing interest rate range (1)	Current margin over LIBOR or EURIBOR and the base rate, respectively
2021 Multicurrency Credit Facility	(2)	1,568.6	June 28, 2024	(3)	0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2021 Credit Facility		—	January 31, 2026	(3)	0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2019 Term Loan	(4)	496.3	January 31, 2025		0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2021 364-Day Delayed Draw Term Loan	(2)	787.2	May 28, 2022		0.750% - 1.500%	0.000% - 0.500%	1.000% and 0.000%
2021 Three Year Delayed Draw Term Loan	(2)	955.1	May 28, 2024		0.875% - 1.625%	0.000% - 0.625%	1.125% and 0.125%

(1)Represents interest rate above the London Interbank Offered Rate (“LIBOR”) for LIBOR based borrowings, interest rate above EURIBOR for EURIBOR based borrowings and interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.

(2)Currently borrowed at EURIBOR. As discussed above, subsequent to September 30, 2021, we repaid all remaining amounts outstanding under the 2021 364-Day Delayed Draw Term Loan.

(3)Subject to two optional renewal periods.

(4)Currently borrowed at LIBOR.

We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility. The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.300% per annum, based upon our debt ratings, and is currently 0.110%.

The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Three Year Delayed Draw Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing either a defined base rate or LIBOR or EURIBOR as the applicable base rate for borrowings under these bank facilities.

The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Three Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

India Credit Facilities—During the nine months ended September 30, 2021, we entered into two working capital facilities in India with an aggregate borrowing capacity of INR 1.95 billion (approximately $26.3 million) and one overdraft facility with a borrowing capacity of INR 380.0 million (approximately $5.1 million). The working capital facilities are subject to annual renewals and bear interest at a rate equal to the one-month India Treasury Bill rate at the time of borrowing plus a spread. The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate (“MIBOR”) at the time of borrowing plus a spread. As of September 30, 2021, we have not borrowed under the facilities.

*Stock Repurchase Programs—*In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”). In December 2017, our Board of Directors approved an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).

During the nine months ended September 30, 2021, there were no repurchases under either of the Buyback Programs.

We expect to continue managing the pacing of the remaining approximately $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Repurchases under the Buyback Programs are subject to, among other things, us having available cash to fund the repurchases.

*Sales of Equity Securities—*We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan (the “ESPP”) and upon exercise of stock options granted under our equity incentive plan. During the nine months ended September 30, 2021, we received an aggregate of $60.4 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.

2020 “At the Market” Stock Offering Program—In August 2020, we established an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of September 30, 2021, we have not sold any shares of common stock under the 2020 ATM Program.

Common Stock Offering—On May 10, 2021, we completed a registered public offering of 9,000,000 shares of our common stock, par value $0.01 per share, at $244.75 per share. On May 10, 2021, we issued an additional 900,000 shares of our common stock in connection with the underwriters’ exercise in full of their over-allotment option. Aggregate net proceeds from this offering were approximately $2.4 billion after deducting underwriting discounts and estimated offering expenses. We used the net proceeds to finance the Telxius Acquisition.

*Distributions—*As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into consideration our utilization of NOLs. We have distributed an aggregate of approximately $11.1 billion to our common stockholders, including the dividend paid in October 2021, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.

During the nine months ended September 30, 2021, we paid $3.72 per share, or $1.7 billion, to common stockholders of record. In addition, we declared a distribution of $1.31 per share, or $596.6 million, paid on October 15, 2021 to our common stockholders of record at the close of business on September 28, 2021.

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

We accrue distributions on unvested restricted stock units, which are payable upon vesting. As of September 30, 2021, the amount accrued for distributions payable related to unvested restricted stock units was $10.9 million. During the nine months ended September 30, 2021, we paid $7.5 million of distributions upon the vesting of restricted stock units.

Factors Affecting Sources of Liquidity

As discussed in the “Liquidity and Capital Resources” section of the 2020 Form 10-K, our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements discussed below represent our material debt agreements that contain covenants, our compliance with which would be material to an investor’s understanding of our financial results and the impact of those results on our liquidity.

*Restrictions Under Loan Agreements Relating to Our Credit Facilities—*The loan agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Three Year Delayed Draw Term Loan contain certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The loan agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. As of September 30, 2021, we were in compliance with each of these covenants.


		Compliance Tests For The 12 Months Ended September 30, 2021 ($ in billions)
	Ratio (1)	Additional Debt Capacity Under Covenants (2)	Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage Ratio	Total Debt to Adjusted EBITDA ≤ 7.50:1.00	~ $13.5	~ $1.8
Consolidated Senior Secured Leverage Ratio	Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00	~ $15.9 (4)	~ $5.3

(1)Each component of the ratio as defined in the applicable loan agreement.

(2)Assumes no change to Adjusted EBITDA.

(3)Assumes no change to our debt levels.

(4)Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.

Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Three Year Delayed Draw Term Loan, the Telxius Acquisition is designated as a Qualified Acquisition, whereby our Total Debt to Adjusted EBITDA ratio was adjusted to not exceed 7.50 to 1.00 for four fiscal quarters following consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021. The loan agreements for our credit facilities also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods. If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.

Failure to comply with the financial maintenance tests and certain other covenants of the loan agreements for our credit facilities could not only prevent us from being able to borrow additional funds under these credit facilities, but may also constitute a default under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. If this were to occur, we may not have sufficient cash on hand to repay such indebtedness. The key factors affecting our ability to comply with the debt covenants described above are our financial performance relative to the financial maintenance tests defined in the loan agreements for these credit facilities and our ability to fund our debt service obligations. Based upon our current expectations, we believe our operating results during the next 12 months will be sufficient to comply with these covenants.

*Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations—*The indenture and related supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactions completed in March 2013 (the “2013 Securitization”) and March 2018 (the “2018 Securitization” and, together with the 2013 Securitization, the “Trust Securitizations”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreements).

Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the Series 2015-2 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of September 30, 2021, $406.0 million held in such reserve accounts was classified as restricted cash.

Certain information with respect to the 2015 Securitization and the Trust Securitizations is set forth below. The debt service coverage ratio (“DSCR”) is generally calculated as the ratio of the net cash flow (as defined in the applicable

agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Series 2015-2 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.


	Issuer or Borrower	Notes/Securities Issued	Conditions Limiting Distributions of Excess Cash		Excess Cash Distributed During the Nine Months Ended September, 30, 2021	DSCR as of September 30, 2021	Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)	Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
Cash Trap DSCR	Amortization Period
					(in millions)		(in millions)	(in millions)
2015 Securitization	GTP Acquisition Partners	American Tower Secured Revenue Notes, Series 2015-2	1.30x, Tested Quarterly (2)	(3)(4)	$218.9	16.24x	$275.0	$277.7
Trust Securitizations	AMT Asset Subs	Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R	1.30x, Tested Quarterly (2)	(3)(5)	$351.1	10.78x	$566.7	$575.7

(1)Based on the net cash flow of the applicable issuer or borrower as of September 30, 2021 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.

(2)Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.

(3)An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.

(4)No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.

(5)An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and acquisitions, and to meet REIT distribution requirements. During an “amortization period,” all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay principal of the Series 2015-2 Notes or the Loan, as applicable, on each monthly payment date, and so would not be available for distribution to us. Further, additional interest will begin to accrue with respect to the Series 2015-2 Notes or subclass of the Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement. With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare the Series 2015-2 Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes. Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on the Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,533 communications sites that secure the Series 2015-2 Notes or the 5,113 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.

As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively expensive or restricted by the terms of our outstanding indebtedness. Additionally, as further discussed under the caption “Risk Factors” in Item 1A of the 2020 Form 10-K, extreme market volatility and disruption caused by

the COVID-19 pandemic may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, or refinance our existing indebtedness.

In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under the caption “Risk Factors” in Item 1A of the 2020 Form 10-K, we derive a substantial portion of our revenues from a small number of tenants and, consequently, a failure by a significant tenant to perform its contractual obligations to us could adversely affect our cash flow and liquidity.

For more information regarding the terms of our outstanding indebtedness, please see note 9 to our consolidated financial statements included in the 2020 Form 10-K.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis, including those related to impairment of long-lived assets, asset retirement obligations, revenue recognition, rent expense, income taxes and accounting for business combinations and acquisitions of assets, which we discussed in the 2020 Form 10-K. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have reviewed our policies and estimates to determine our critical accounting policies for the nine months ended September 30, 2021. We have made no material changes to the critical accounting policies described in the 2020 Form 10-K.

In October 2019, the Indian Supreme Court issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in March 2020, and again in July 2021 with respect to the total charges, that may have a material financial impact on certain of our tenants which could affect their ability to perform their obligations under agreements with us. In September 2020, the Indian Supreme Court defined the expected timeline of ten years for payments owed under the ruling. In September 2021, the government in India approved a relief package that, among other things, included (i) a four year moratorium on the payment of AGR fees owed and (ii) a change in the definition of AGR on a prospective basis. We will continue to monitor the status of these developments, as it is possible that the estimated future cash flows may differ from current estimates and changes in estimated cash flows from tenants in India could have an impact on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangibles. The carrying value of tenant-related intangibles in India was $1.0 billion as of September 30, 2021, which represents 7% of our consolidated balance of $14.7 billion. Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and network location intangibles. The carrying values of our tower portfolio and network location intangibles in India were $1.0 billion and $381.5 million, respectively, as of September 30, 2021, which represent 11% and 9% of our consolidated balances of $9.0 billion and $4.0 billion, respectively.

During the nine months ended September 30, 2021, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.

Accounting Standards Update

For a discussion of recent accounting standards updates, see note 1 to our consolidated and condensed consolidated financial statements included in this Quarterly Report.

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