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What changed in American Tower's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of American Tower's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+410 added−407 removedSource: 10-K (2024-02-27) vs 10-K (2023-02-23)

Top changes in American Tower's 2023 10-K

410 paragraphs added · 407 removed · 308 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

71 edited+20 added−20 removed88 unchanged
Biggest changeIn the event we amend the Code of Conduct, or provide any waivers of the Code of Conduct to our directors or executive officers, we will disclose these events on our website as required by the regulations of the New York Stock Exchange (the “NYSE”) and applicable law. 10 Table of Contents In addition, paper copies of these documents may be obtained free of charge by writing us at the following address: 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations; or by calling us at (617) 375-7500.
Biggest changeIn addition, paper copies of these documents may be obtained free of charge by writing us at the following address: 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations; or by calling us at (617) 375-7500. 10 Table of Contents
(“T-Mobile”), including legacy Sprint Corporation leases, pursuant to the terms of our master lease agreement with T-Mobile (the “T-Mobile MLA”) entered into in September 2020. • High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing communications site are relatively minimal.
(“T-Mobile”), including legacy Sprint Corporation leases, pursuant to the terms of our master lease agreement with T-Mobile (the “T-Mobile MLA”) entered into in September 2020. • High operating margins. Incremental operating costs associated with adding new tenants or equipment to an existing communications site are typically relatively minimal.
For individual contributors, we have 9,600 resources in up to five languages that focus on job-specific training and general topics, such as productivity, collaboration and project management. We create and customize courses to meet regional needs and update these courses regularly to address changing marketplace dynamics and employee interests.
For individual contributors, we have approximately 9,600 resources in up to five languages that focus on job-specific training and general topics, such as productivity, collaboration and project management. We create and customize courses to meet regional needs and update these courses regularly to address changing marketplace dynamics and employee interests.
Accordingly, we generally are not required to pay U.S. federal income taxes on income generated by our REIT operations, including the income derived from leasing space on our towers and in our data centers, as we receive a dividends paid deduction for distributions to stockholders that generally offsets our REIT income and gains.
Accordingly, we generally are not required to pay U.S. federal income taxes on income generated by our REIT operations, including the income derived from leasing space on our towers and in our data centers, as we receive a dividends paid deduction for distributions to stockholders that offsets our REIT taxable income and gains.
With respect to our data center facilities, the presence of contamination, asbestos, mold or other air quality issues or the failure to remediate contamination, asbestos, mold or other air quality issues at our facilities may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.
With respect to our data center facilities, the presence of contamination, asbestos, mold or other air quality issues or the failure to remediate contamination, asbestos, mold or other air quality issues at our facilities may expose us to third-party liability or materially and adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.
Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” As further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview” and “—Critical Accounting Policies and Estimates,” in the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022 (the “VIL Shortfall”).
Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” As further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview” and “—Critical Accounting Policies and Estimates,” in the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
Our Board of Directors is a diverse group with respect to traditional diversity metrics such as gender, race and national origin, as well as professional background and skills, with five members of our board identifying as female and four identifying as part of a minority group. We are also committed to ensuring diverse representation among our employees.
Our Board is a diverse group with respect to traditional diversity metrics such as gender, race and national origin, as well as professional background and skills, with five members of our Board identifying as female and four identifying as part of a minority group. We are also committed to ensuring diverse representation among our employees.
We consider our employee relations to be good. Our Chief Sustainability Officer and Chief Human Resources Officer regularly report to the Nominating and Corporate Governance Committee and the Compensation Committee of our Board of Directors, respectively, on our initiatives related to human capital management. Employee Engagement .
We consider our employee relations to be good. Our Chief Sustainability Officer and Chief Human Resources Officer regularly report to the Nominating and Corporate Governance Committee and the Compensation Committee of our Board of Directors (our “Board”), respectively, on our initiatives related to human capital management. Employee Engagement .
In addition, we are subject to risks related to our international operations, as set forth under the caption “Risk Factors—Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.” Managed Networks, Fiber and Related Assets, Data Centers and Related Assets, Property Interests and Shared Generators.
In addition, we are subject to risks related to our international operations, as set forth under the caption “Risk Factors—Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.” Managed Networks, Data Centers and Related Assets, Other Telecommunications Assets, Property Interests and Shared Generators.
This segment accounted for 2%, 3% and 1% of our total revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Site Application, Zoning and Permitting . We engage in site application services on our own behalf in connection with our tower development projects, as well as on behalf of our tenants.
This segment accounted for 1%, 2% and 3% of our total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Site Application, Zoning and Permitting . We engage in site application services on our own behalf in connection with our tower development projects, as well as on behalf of our tenants.
We believe that location and capacity, network and/or interconnection density, price, quality and speed of service have been, and will continue to be, significant competitive factors affecting owners, operators and managers of communications sites and data center facilities. Our services business competes with a variety of companies offering individual, or combinations of, competing services.
We believe that location and capacity, grid distribution constraints, network and/or interconnection density, price, quality and speed of service have been, and will continue to be, significant competitive factors affecting owners, operators and managers of communications sites and data center facilities. Our services business competes with a variety of companies offering individual, or combinations of, competing services.
Approximately 89%, 95% and 95% of revenue in our property segments was attributable to our communications sites, excluding DAS networks, for the years ended December 31, 2022, 2021 and 2020, respectively.
Approximately 89%, 89% and 95% of revenue in our property segments was attributable to our communications sites, excluding DAS networks, for the years ended December 31, 2023, 2022 and 2021, respectively.
Once a new site is identified, we acquire the rights to the land or structure on which the site will be constructed, and we manage the permitting process to ensure all necessary approvals are obtained to construct and operate the communications site. Structural Analysis.
Once a new site is identified, we acquire the rights to the land or structure on which the site will be constructed, and we manage the permitting process to ensure all necessary approvals are obtained to construct and operate the communications site. Structural and Mount Analyses.
Services Operations We offer tower-related services in the United States, including site application, zoning and permitting, structural analysis and construction management services. Our services operations primarily support our site leasing business, including through the addition of new tenants and equipment on our sites.
Services Operations We offer tower-related services in the United States, including site application, zoning and permitting, structural and mount analyses, and construction management services. Our services operations primarily support our site leasing business, including through the addition of new tenants and equipment on our sites.
Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2022, we expect to generate over $62 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. • Consistent demand for our sites.
Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2023, we expect to generate over $60 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. • Consistent demand for our sites.
The balance of our property segment revenue not attributable to our communications sites was attributable to these items. 3 Table of Contents • Managed Networks. We own and operate DAS networks in the United States and certain international markets.
The balance of our property segment revenue not attributable to our communications sites was attributable to these items. • Managed Networks. We own and operate DAS networks in the United States and certain international markets.
We also hold lease rights and easement interests on rooftops capable of hosting communications equipment in locations where towers are generally not a viable solution based on area characteristics.
We also hold lease rights and easement interests on rooftops capable of hosting 3 Table of Contents communications equipment in locations where towers are generally not a viable solution based on area characteristics.
Our annual Advanced Leadership Development program, in collaboration with the INSEAD executive education program, provides 9 Table of Contents our next generation leaders in Latin America, Europe, the U.S. and Africa with a twelve-week intensive workshop to enhance management and leadership skills.
Our annual Accelerated Leadership Development program, in collaboration with the INSEAD executive education program, 9 Table of Contents provides our next generation leaders in Latin America, Europe, the U.S. and Africa, with a seven-week intensive workshop to enhance management and leadership skills.
Our property segments accounted for the following percentage of 2 Table of Contents consolidated total revenue for the years ended December 31,: 2022 2021 2020 U.S. & Canada 47 % 52 % 56 % Asia-Pacific 10 % 13 % 14 % Africa 11 % 11 % 11 % Europe 7 % 5 % 2 % Latin America 16 % 16 % 16 % Data Centers 7 % 0 % — % Communications Sites.
Our property segments accounted for the following percentage of consolidated total revenue for the years ended December 31,: 2023 2022 2021 U.S. & Canada 48 % 47 % 52 % Asia-Pacific 10 % 10 % 13 % Africa 11 % 11 % 11 % Europe 7 % 7 % 5 % Latin America 16 % 16 % 16 % Data Centers 7 % 7 % 0 % 2 Table of Contents Communications Sites.
Our structural analysis capabilities enable us to provide higher quality service to our existing tenants by, among other things, reducing the time required to achieve on-air readiness, while also providing opportunities to offer structural analysis services to third parties. Construction Management.
Our structural and mount analyses capabilities enable us to provide higher quality service to our existing tenants by, among other things, reducing the time required to achieve on-air readiness, while also providing opportunities to offer structural and mount analyses services to third parties. Construction Management.
We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States that we lease primarily to enterprises, network operators, cloud providers and supporting service providers.
We also hold other telecommunications infrastructure and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States that we provide for the leasing of space primarily to enterprises, network operators, cloud providers and supporting service providers.
As a result, we anticipate growing demand for our communications sites because they are attractively located and typically have capacity available for additional tenants and equipment. In the United States, incremental carrier network activity is being driven by ongoing network densification initiatives as well as the early stages of multiple concurrent 5G network deployments.
As a result, we anticipate growing demand for our communications sites because they are attractively located and typically have capacity available for additional tenants and equipment. In the United States, incremental carrier network activity is being driven by ongoing network densification initiatives as well as 5G network deployments.
Our teams in our nearly 30 countries around the world are our most important assets and fundamental to our success. Aligned with our business strategy, our human capital management strategy focuses on developing and delivering solutions to attract, develop, engage and retain top diverse talent in each of the countries where we operate.
Our teams in our more than 20 countries around the world are our most important assets and fundamental to our success. Aligned with our business strategy, our human capital management strategy focuses on developing and delivering solutions to attract, develop, engage and retain top diverse talent in each of the countries where we operate.
We have adopted a Global Human Rights Statement, which can be found on our website.
We have adopted a Diversity Statement and Global Human Rights Statement, which can be found on our website.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet or exceed our return on investment criteria, while taking into account the repayment of debt consistent with our financial policies. 5 Table of Contents • Capital expenditure program.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet or exceed our return on investment criteria, while taking into account the repayment of debt consistent with our financial policies.
(“Telefónica”) accounted for an aggregate of 71% of Europe property segment revenue. • Latin America: América Móvil; AT&T; Telefónica; and TIM S.p.A. accounted for an aggregate of 74% of Latin America property segment revenue.
(“Telefónica”) accounted for an aggregate of 73% of Europe property segment revenue. • Latin America: América Móvil; AT&T; Telefónica; and TIM S.p.A. accounted for an aggregate of 75% of Latin America property segment revenue.
We continue to focus on maintaining a robust liquidity position and, as of December 31, 2022, had $7.1 billion of available liquidity. We believe that our investment grade credit ratings provide us consistent access to the capital markets and our liquidity provides us the ability to continue to invest in growing and augmenting our business.
We continue to focus on maintaining a robust liquidity position and, as of December 31, 2023, had $9.6 billion of available liquidity. We believe that our investment grade credit ratings provide us consistent access to the capital markets and our liquidity provides us the ability to continue to invest in growing and augmenting our business.
In addition to our communications sites, we also own and operate several types of managed network solutions, provide communications site management services to third parties, manage and lease property interests under carrier or other third-party communications sites, provide the right to use fiber, operate data center facilities and provide back-up power sources to tenants at our sites.
In addition to our communications sites, we also own and operate several types of managed network solutions, provide communications site management services to third parties, manage and lease property interests under carrier or other third-party communications sites, operate data center facilities and related assets, operate other telecommunications assets and provide back-up power sources to tenants at our sites.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India and, as a result, we determined that certain fixed and intangible assets had been impaired.
We considered these developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our 2022 annual impairment assessments for long-lived assets and goodwill in India and, as a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
More recently, we have invested in strategic data center assets, including through the CoreSite Acquisition, which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing communications tower real estate through emerging edge compute opportunities in the future.
More recently, we have invested in strategic data center assets, including through our acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”) in late 2021, which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing communications tower real estate through emerging edge compute opportunities in the future.
As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas. • Fiber and Related Assets. We own and operate fiber and related assets in certain international markets.
As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas. • Data Centers and Related Assets.
In the United States and in other countries where we operate, we are subject to various national, state and local laws regarding employee health and safety, including protection from radio frequency exposure and air quality issues.
In the United States and in other countries where we operate, we are subject to various national, state and local laws regarding employee health and safety, including protection from radio frequency exposure and air quality issues. Competition Our industry is highly competitive.
In India, our subsidiary, ATC Telecom Infrastructure Private Limited (“ATC TIPL”), holds an Infrastructure Provider Category-I (“IP-I”) Registration Certificate issued by the Indian Ministry of Communications and Information Technology, which permits us to provide tower space to companies licensed as telecommunications service providers under the Indian Telegraph Act of 1885.
In India, ATC TIPL holds an Infrastructure Provider Category-I (“IP-I”) Registration Certificate issued by the Indian Ministry of Communications and Information Technology, which permits us to provide tower space to companies licensed as telecommunications service providers under the Indian Telegraph Act of 1885.
Depending on the role, team members are required to pass and complete regular safety training courses and follow specific tower and site safety protocols with the support of operational manuals.
We are committed to the safety of our employees and surrounding communities. Depending on the role, team members are required to pass and complete regular safety training courses and follow specific tower and site safety protocols with the support of operational manuals.
Environmental Protection Agency, or EPA, some of the states and localities in which we operate and the governments of other countries in which we operate have also enacted certain climate change laws and regulations and/or have begun regulating carbon footprints and greenhouse gas emissions and may adopt new regulations related to the use of fossil fuels or requiring the use of alternative fuel or renewable energy sources to power energy resources that serve our data centers.
Environmental Protection Agency, or EPA, some of the states and localities in which we operate and the governments of other countries in which we operate have also enacted or proposed certain climate-related disclosures and may adopt new regulations related to the use of fossil fuels or requiring the use of alternative fuel or renewable energy sources to power energy resources that serve our data centers.
The subsidiaries that hold our fiber business in Mexico and Brazil are also licensed and regulated as concession holders and permit holders authorized to provide telecommunications services. In many of the markets in which we operate, we are required to provide tower space to service providers on a non-discriminatory basis, subject to the negotiation of mutually agreeable terms.
The subsidiary that holds our fiber business in Brazil is also licensed and regulated as a concession holder and permit holder authorized to provide telecommunications services. In certain of the markets in which we operate, we are required to provide tower space to service providers on a non-discriminatory basis, subject to the negotiation of mutually agreeable terms.
The Code of Conduct is available on the “Corporate Responsibility” portion of our website and our Corporate Governance Guidelines and the charters of the audit, compensation and nominating and corporate governance committees of our Board of Directors are available on the “Investor Relations” portion of our website.
The Code of Conduct, our Corporate Governance Guidelines and the charters of the audit, compensation and nominating and corporate governance committees of our Board are available on the “Investor Relations” portion of our website, under the “Corporate Governance” tab.
Our strict adherence to the rigorous standards set forth by the relevant government agencies and other authorities, such as the Telecommunications Infrastructure Registered Apprenticeship Program and Telecommunications Industry Association, is critical to ensuring our towers are structurally safe for field personnel, vendors, customers and communities. In 2022, our Chief Security Officer implemented several employee safety and security protocols.
Our strict adherence to the rigorous standards set forth by the relevant government agencies and other authorities, such as the Telecommunications Infrastructure Registered Apprenticeship Program and Telecommunications Industry Association, is critical to ensuring our towers are structurally safe for field personnel, vendors, customers and communities.
Developing our managers is critical to our success, and over 39,000 resources and tools are provided to all levels of management. For example, our management development programs provide continuous learning opportunities through training led by American Tower leaders.
Developing our managers is critical to our success, and over 40,000 resources and tools are provided to all levels of management. For example, our Management Essentials program provides continuous learning opportunities through training led by American Tower leaders.
These include pledges from the American Tower Foundation of (i) $1.0 million for grants to organizations around the globe, recommended by our Social Justice Committee, supporting charitable organizations that are promoting racial equity and enhancing the American Tower Foundation’s work on social justice and (ii) a total of $1.0 million for scholarship funds at two Historically Black Colleges and Universities.
These include pledges from the American Tower Foundation of (i) a total of $2.0 million for grants to organizations around the globe, recommended by our Social Justice Committee, supporting charitable organizations that promote racial equity and enhance the American Tower Foundation’s work on social justice and (ii) a total of $1.0 million for scholarship funds at two Historically Black Colleges and Universities disbursed over a five-year period (2021-2025).
Since inception, we have grown our communications real estate portfolio through acquisitions, long-term lease arrangements and site development. Our portfolio primarily consists of towers that we own and towers that we operate pursuant to long-term lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain in-building and outdoor wireless environments.
Our portfolio primarily consists of towers that we own and towers that we operate pursuant to long-term lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain in-building and outdoor wireless environments.
Our top tenants by revenue for each property segment are as follows for the year ended December 31, 2022: • U.S. & Canada: AT&T Inc.
Our top tenants by revenue for each property segment are as follows for the year ended December 31, 2023: • U.S. & Canada: AT&T Inc. (“AT&T”); T-Mobile; and Verizon Communications Inc.
Specifically, our subsidiaries are required to invest $10 million in the aggregate in additional land interests under telecommunications assets in New Zealand by September 30, 2027, of which $5 million must be invested by September 30, 2025. Quarterly reporting for all acquisitions and dispositions is required to be provided to the Overseas Investment Office.
Our subsidiaries in New Zealand are required to satisfy certain investment and reporting requirements. Specifically, our subsidiaries are required to invest 10 million New Zealand Dollars in the aggregate in additional land interests under telecommunications assets in New Zealand by September 30, 2027, of which 5 million New Zealand Dollars must be invested by September 30, 2025.
In Africa, our subsidiaries in Burkina Faso, Ghana, Kenya, Niger, Nigeria and Uganda are required to hold a license in order to establish and maintain passive telecommunications infrastructure services and DAS networks for communications service providers.
Quarterly reporting for all acquisitions and dispositions is required to be provided to the Overseas Investment Office. In Africa, our subsidiaries in Burkina Faso, Ghana, Kenya, Niger, Nigeria and Uganda are required to hold a license in order to establish and maintain passive telecommunications infrastructure services and DAS networks for communications service providers.
(“AT&T”); T-Mobile; and Verizon Wireless accounted for an aggregate of 88% of U.S. & Canada property segment revenue. • Asia-Pacific: Bharti Airtel Limited (“Airtel”); Reliance Jio; and VIL accounted for an aggregate of 90% of Asia-Pacific property segment revenue. • Africa: Airtel; and MTN Group Limited (“MTN”) accounted for an aggregate of 78% of Africa property segment revenue. • Europe: Telefónica S.A.
(“Verizon Wireless”) accounted for an aggregate of 87% of U.S. & Canada property segment revenue. • Asia-Pacific: Bharti Airtel Limited (“Airtel”); Reliance Jio; and VIL accounted for an aggregate of 88% of Asia-Pacific property segment revenue. • Africa: Airtel; and MTN Group Limited (“MTN”) accounted for an aggregate of 84% of Africa property segment revenue. • Europe: Telefónica S.A.
Data centers located at points where many communications networks converge can also function as interconnection hubs where customers are able to connect to multiple networks, cloud companies and other service providers to exchange traffic and interoperate with each other. • Property Interests .
Data centers located at points where many communications networks converge can also function as interconnection hubs where customers are able to connect to multiple networks, cloud companies and other service providers to exchange traffic and interoperate with each other. • Other Telecommunications Assets. We own and operate other telecommunications assets, including fiber and related assets, in certain international markets.
As of December 31, 2022, our communications real estate portfolio of 224,768 communications sites included 43,275 communications sites in the U.S. & Canada, 78,469 communications sites in Asia-Pacific, 23,755 communications sites in Africa, 30,721 communications sites in Europe and 48,548 communications sites in Latin America, as well as (i) urban telecommunications assets, including fiber, in Argentina, Brazil, Colombia, India, Mexico, South Africa and Spain, (ii) other property interests in Australia, Canada, New Zealand and the United States and (iii) 28 data center facilities across ten United States markets.
As of December 31, 2023, our communications real estate portfolio of 224,502 communications sites included 42,905 communications sites in the U.S. & Canada, 77,647 communications sites in Asia-Pacific, 24,229 communications sites in Africa, 31,241 communications sites in Europe and 48,480 communications sites in Latin America, as well as (i) urban telecommunications assets in Argentina, Brazil, Colombia, India, South Africa and Spain, (ii) other property interests in Australia, Canada, New Zealand and the United States and (iii) 28 data center facilities across ten United States markets.
As a result of our recent data center acquisitions, we own and operate data center facilities and related assets in the United States, which consist of specialized and secure buildings that house networking, storage and communications technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment.
We own and operate data center facilities and related assets in the United States, which consist of specialized and secure buildings that house networking, storage and communications technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment. These buildings are designed to provide the power, cooling and network connectivity necessary to efficiently operate this equipment.
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. We refer to this business as our property operations, which accounted for 98% of our total revenues for the year ended December 31, 2022.
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.
We believe that our tenants base their decisions for services on various criteria, including a company’s experience, local reputation, price and time for completion of a project. 8 Table of Contents For more information on demand trends in our industry, see Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.” Human Capital Resources As of December 31, 2022, we employed 6,391 full-time individuals, including 2,375 employees based in the United States and 4,016 employees based internationally.
For more information on demand trends in our industry, see Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.” 8 Table of Contents Human Capital Resources As of December 31, 2023, we employed 5,643 full-time individuals, including 2,399 employees based in the United States and 3,244 employees based internationally.
In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023. However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.
However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments (the “VIL Shortfall”), for which we recorded reserves in late 2022 and the first half of 2023.
We expect that our churn rate in our U.S. & Canada property segment will continue to be elevated for a period of several years through 2025 due to contractual lease cancellations and non-renewals by T-Mobile US, Inc.
During the year ended December 31, 2023, churn was approximately 3% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment. We expect that our churn rate in our U.S. & Canada property segment will continue to be elevated through 2025 due to contractual lease cancellations and non-renewals by T-Mobile US, Inc.
As a result of the ongoing effects of the COVID-19 pandemic, we conduct wellness check-ins and offer resources to support our employees’ mental health and well-being, including access to a free Employee Assistance Program, which offers confidential assistance on a wide range of issues.
We conduct wellness check-ins and offer resources to support our employees’ mental health and well-being, including access to a free Employee Assistance Program, which offers confidential assistance on a wide range of issues. We also offer market competitive benefits in all locations and, in 2023, continued our behavioral health benefit in the United States to support employees’ mental well-being.
As of December 31, 2022, our REIT-qualified businesses included our U.S. tower leasing business, a majority of our U.S. indoor DAS networks business, our Services and Data Centers segments, as well as most of our operations in Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda. 1 Table of Contents We report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.
As of December 31, 2023, our REIT-qualified businesses included our U.S. tower leasing business, a majority of our U.S. indoor DAS networks business, our Services and Data Centers segments, as well as most of our operations in Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa and Uganda.
In Asia-Pacific, our subsidiaries in the Philippines and Bangladesh are required to hold a registration or license in order to establish, manage and operate passive telecommunications infrastructure services. 6 Table of Contents Our subsidiaries in New Zealand are required to satisfy certain investment and reporting requirements.
As a condition to the IP-I, the Indian government has the right to take over telecommunications infrastructure in the case of emergency or war. 6 Table of Contents In Asia-Pacific, our subsidiaries in the Philippines and Bangladesh are required to hold a registration or license in order to establish, manage and operate passive telecommunications infrastructure services.
In 2022, 35% of all employees promoted globally were female, which is greater than the female representation in our workforce of 29%. And as of December 31, 2022, nearly 35% of management-level positions in the United States were also held by women. The U.S.
In 2023, 38% of all employees promoted globally were female, which is greater than the female representation in our workforce of 30%. And as of December 31, 2023, nearly 40% of management-level positions in the United States were also held by women. The U.S. Equal Employment Opportunity Commission (“EEOC”) requires employers to submit an EEO-1 report on an annual basis.
We also offer market competitive benefits in all locations and, in 2022, continued our behavioral health benefit in the United States to support employees’ mental well-being. Executive Officers For information about our Executive Officers, see Item 10 of this Annual Report under the caption “Directors, Executive Officers and Corporate Governance.” Available Information Our internet website address is www.americantower.com .
Executive Officers For information about our Executive Officers, see Item 10 of this Annual Report under the caption “Directors, Executive Officers and Corporate Governance.” Available Information Our internet website address is www.americantower.com .
We offer structural analysis services to wireless carriers in connection with the installation of their communications equipment on our towers. Our team of engineers can evaluate whether a tower structure can support the additional burden of the new equipment or if an upgrade is needed, which enables our tenants to better assess potential sites before making an installation decision.
Our team of engineers can evaluate whether a tower structure can support the additional burden of the new equipment or if an upgrade is needed, and whether the proposed mount configurations will be capable of supporting the required loads in accordance with applicable standards. This enables our tenants to better assess potential sites before making an installation decision.
Rental payments vary considerably depending upon numerous factors, including, but not limited to, amount, type and position of tenant equipment on the tower, remaining tower capacity and tower location.
Our revenue is primarily generated from tenant leases. Within our tower leasing operations, our tenants lease space on our communications real estate, where they install and maintain their equipment. Rental payments vary considerably depending upon numerous factors, including, but not limited to, amount, type and position of tenant equipment on the tower, remaining tower capacity and tower location.
This development opportunity, which is a blend of in-person and virtual sessions, is designed to support these employees through a career path journey. We also have a comprehensive talent-management review process to develop future leaders and ensure effective succession planning.
For our U.S. employees with high potential, we offer several professional development opportunities designed to support these employees through a career path journey to become inclusive leaders. We also have a comprehensive talent-management review process to develop future leaders and ensure effective succession planning.
We also offer tower-related services in the United States, which we refer to as our services operations. These services include site application, zoning and permitting, structural analysis and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites. Our customers include our tenants, licensees and other payers.
These services include site application, zoning and permitting, structural and mount analyses, and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites. Our customers include our tenants, licensees and other payers. Since inception, we have grown our communications real estate portfolio through acquisitions, long-term lease arrangements and site development.
In Latin America, our subsidiary in Chile holds a concession of intermediate telecommunications services and our subsidiary in Argentina holds an information and communications technology service license.
In Latin America, our subsidiary in Chile holds a concession of intermediate telecommunications services and our subsidiary in Argentina holds an information and communications technology service license. In Peru, our subsidiaries are registered as infrastructure providers and in Colombia, passive infrastructure activities do not need any authorization, but our fiber subsidiary is registered as a carrier service provider.
We currently provide the right to use such fiber and related assets to communications and internet service providers and third-party operators to support their telecommunications infrastructure. We expect to continue to evaluate opportunities to invest selectively in and expand these and other similar assets in the future as part of advanced network deployments. • Data Centers and Related Assets.
We currently provide the right to use such fiber and related assets to communications and internet service providers and third-party operators to support their telecommunications infrastructure. • Property Interests .
Our Compensation Committee also approved a shared human capital management goal for the entire executive team for 2022, which focuses on developing talent, with a particular focus on underrepresented groups. Workplace Safety. We are committed to the safety of our employees and surrounding communities.
We have also continued our recruiting efforts with Historically Black Colleges and Universities as well as other recruiting efforts to build a diverse talent pipeline. Our Compensation Committee also approved a shared human capital management goal for the entire executive team for 2023, which focuses on developing talent. Workplace Safety .
Equal Employment Opportunity Commission (the “EEOC”) requires employers to submit an EEO-1 report on an annual basis. The report breaks down an employer’s workforce by race, ethnicity and gender across job categories established by the EEOC.
The report breaks down an employer’s workforce by race, ethnicity and gender across job categories established by the EEOC. We publish the EEO-1 reports on our website, which provides transparency for our stakeholders to better understand our diversity and workforce practices.
We publish the EEO-1 reports on our website, which provides transparency for our stakeholders to better understand our diversity and workforce practices, and helps us identify areas for growth as we continue strengthening our diversity efforts and initiatives. Additionally, we have implemented several initiatives designed to help address social injustice and enhance our diversity.
We monitor our representation internally as well, as it helps us identify areas for growth as we continue strengthening our diversity efforts and initiatives. Additionally, we have implemented several initiatives designed to promote social justice and support our diversity and inclusion efforts.
In 2022, our Chief Diversity, Equity and Inclusion Officer continued to lead our diversity, equity and inclusion strategy by introducing new initiatives and best practices, including working with each region to develop relevant representation, development and recruitment goals and updating employees on a company-wide resource center.
In 2023, our Chief Diversity, Equity and Inclusion Officer continued to lead our diversity, equity and inclusion strategy by introducing new initiatives and best practices, including working with each region on inclusion efforts and creating global and regional resources to enhance education and awareness in our culture.We have developed education initiatives and increased access to professional development opportunities for employees, including an enhanced focus on mentoring opportunities.
We operate as a real estate investment trust for U.S. federal income tax purposes (“REIT”).
The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval. We operate as a real estate investment trust for U.S. federal income tax purposes (“REIT”).
In 2022, our Chief Security Officer led the production of enhanced security standards to better protect our people and assets worldwide. These include global standards for the security of international travelers and personnel ground movements.
We have several employee security protocols and standards in place to better protect our people and assets worldwide. These include global standards for the security of international travelers and personnel ground movements. We also operate a traveler assistance program that allows us to better monitor international travel and provide employees with relevant trip advice and 24/7 assistance services.
We also implemented a traveler assistance program that allows us to better monitor international travel and provide employees with relevant trip advice and 24/7 assistance services. Health and Wellness. We offer medical and parental leave benefits to full-time employees across all markets, with some local variation.
A related journey risk management program provides support for trips in complex threat environments, and includes hostile environment awareness training, real-time tracking of personnel and 24/7 support. Health and Wellness. We offer medical and parental leave benefits to full-time employees across all markets, with some local variation.
Further, with respect to our Leadership Development Program, as of December 31, 2022, 56% of our hires identified as part of a minority group and 44% identified as female. We have also continued our recruiting efforts with Historically Black Colleges and Universities as well as other recruiting efforts to build a diverse talent pipeline.
Further, with respect to our employees that have graduated or are currently enrolled in the Leadership Development Program, from the inception of such program through December 31, 2023, 60% of our hires identified as part of a minority group and 50% identified as female.
Removed
In 2022, we launched operations in New Zealand through the acquisition of land under carrier or other third-party communications sites from Clearspan Pty Ltd for total consideration of approximately 50.1 million New Zealand Dollars (approximately $28.7 million at the date of closing).
Added
We refer to this business, inclusive of our data center business discussed below, as our property operations, which accounted for 99% of our total revenues for the year ended December 31, 2023. We also offer tower-related services in the United States, which we refer to as our services operations.
Removed
In December 2021, we completed the acquisition of CoreSite Realty Corporation (“CoreSite”), consisting of over 20 data center facilities and related assets in eight United States markets, for total consideration of $10.4 billion, including the assumption and repayment of CoreSite’s existing debt (the “CoreSite Acquisition”).
Added
On January 4, 2024, through our subsidiaries, ATC Asia Pacific Pte.
Removed
In 2022, in connection with the funding of the CoreSite Acquisition, we entered into agreements with certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) for Stonepeak to acquire a noncontrolling ownership interest in our U.S. data center business for total aggregate consideration of approximately $3.1 billion, through an investment in common equity and mandatorily convertible preferred equity (the “Stonepeak Transaction”).
Added
Ltd. and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which holds our operations in India, we entered into an agreement with Data Infrastructure Trust (“DIT”), an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT will acquire a 100% ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”).
Removed
As of December 31, 2022, we hold a common equity interest of approximately 72% in our U.S. data center business, with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily convertible preferred equity.
Added
We will retain the full economic benefit associated with the optionally convertible debentures issued by one of our customers in India, Vodafone Idea Limited (“VIL,” and the optionally convertible debentures, the “VIL OCDs”), and rights to payments on certain existing customer receivables.
Removed
On a fully converted basis, which is expected to occur four years from the date of the initial closing in August 2022, and on the basis of the currently outstanding equity, we will hold a controlling ownership interest in our U.S. data center business of approximately 64%, with Stonepeak holding approximately 36%.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+24 added−16 removed110 unchanged
Biggest changeFactors that may affect such demand include: • increased mergers, consolidations or exits that reduce the number of communications service providers or increased use of network sharing among governments or communications service providers; • the financial condition of communications service providers; • zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof; • governmental licensing of spectrum or restriction or revocation of our customers’ spectrum licenses; • a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, such as the material adverse effect of the COVID-19 pandemic on the global economy and markets, inflation, slowing growth, rising interest rates or recession; • the ability and willingness of wireless and cloud service providers to maintain or increase capital expenditures on network infrastructure; • delays or changes in the deployment of next generation wireless technologies; and • technological changes.
Biggest changeFactors that may affect such demand include: • the ability and willingness of wireless and cloud service providers to maintain or increase capital expenditures on network infrastructure; • the financial condition of communications service providers; • increased mergers, consolidations or exits that reduce the number of communications service providers or increased use of network sharing among governments or communications service providers; • a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, inflation, slowing growth, rising interest rates or recession; • delays or changes in the deployment of next generation wireless technologies; • technological changes; • zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof; and • governmental licensing of spectrum or restriction or revocation of our customers’ spectrum licenses.
Accordingly, our business is subject to risks associated with doing business internationally, including: • uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications infrastructure or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay; • failure to retain our tax status or to obtain an expected tax status for which we have applied; • expropriation resulting in government takeover of customer operations or governmental regulation restricting foreign ownership or requiring reversion or divestiture; • laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; • changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications infrastructure; • actions restricting or revoking our customers’ spectrum licenses, or alterations or interpretations thereof, or suspending or terminating business under prior licenses; • failure to comply with anti-bribery laws such as the FCPA or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements; • failure to comply with data privacy laws or other protections of employee health and personal information; • material site issues related to security, fuel availability and reliability of electrical grids; 17 Table of Contents • significant increases in, or implementation of new, license surcharges on our revenue; • loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and • price-setting or other similar laws or regulations for the sharing of passive infrastructure.
Accordingly, our business is subject to risks associated with doing business internationally, including: 16 Table of Contents • uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications infrastructure or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay; • failure to retain our tax status or to obtain an expected tax status for which we have applied; • expropriation resulting in government takeover of customer operations or governmental regulation restricting foreign ownership or requiring reversion or divestiture; • laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; • changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation; • changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications infrastructure; • actions restricting or revoking our customers’ spectrum licenses, or alterations or interpretations thereof, or suspending or terminating business under prior licenses; • failure to comply with anti-bribery laws such as the FCPA or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements; • failure to comply with data privacy laws or other protections of employee health and personal information; • material site issues related to security, fuel availability and reliability of electrical grids; • significant increases in, or implementation of new, license surcharges on our revenue; • loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and • price-setting or other similar laws or regulations for the sharing of passive infrastructure.
While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such was wildfire damage caused by our towers.
While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such as wildfire damage caused by our towers.
Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely affecting our growth. Competition for assets could adversely affect our ability to achieve our return on investment criteria.
Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely affecting our growth. Competition to purchase assets could adversely affect our ability to achieve our return on investment criteria.
The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations or financial condition. In addition, inflation is often accompanied by higher interest rates.
The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations, financial condition or the underlying value of foreign subsidiaries. In addition, inflation is often accompanied by higher interest rates.
Efforts to regulate greenhouse gas emissions, the use of fossil fuels or requirement to use alternative fuel to power energy resources that serve our data centers or the generators we use in our emerging markets to deliver primary power to our customers may have direct or indirect effects on our business by increasing the cost of compliance.
Efforts to regulate greenhouse gas emissions, the use of fossil fuels or requirements to use alternative fuel to power energy resources that serve our data centers or the generators we use in our emerging markets to deliver primary power to our customers may have direct or indirect effects on our business by increasing the cost of compliance.
As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security.
As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to address any breaches, protect against such threats or to alleviate problems caused by breaches in security.
If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Code: • we will not be allowed a deduction for distributions to stockholders and would be subject to federal and state income tax on our taxable income at regular corporate income tax rates, which could be substantial in amount, and may require us to borrow additional funds or liquidate some investments to pay any additional tax liability and, accordingly, may reduce funds available for other purposes; and • we will be disqualified from REIT tax treatment for the four taxable years immediately following the year during which we were so disqualified.
If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Code: 18 Table of Contents • we will not be allowed a deduction for distributions to stockholders and would be subject to federal and state income tax on our taxable income at regular corporate income tax rates, which could be substantial in amount, and may require us to borrow additional funds or liquidate some investments to pay any additional tax liability and, accordingly, may reduce funds available for other purposes; and • we will be disqualified from REIT tax treatment for the four taxable years immediately following the year during which we were so disqualified.
These advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities and as a result, we may lose existing or potential data center customers, incur costs to improve our properties or be forced to reduce our rental rates.
These advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities and, as a result, we may lose existing or potential data center customers, incur costs to improve our data centers or be forced to reduce our rental rates.
A party who is able to compromise the security measures on our or our vendors’ networks or the security of our communications infrastructure could misappropriate either our proprietary information or the personal information of our customers or our employees, or cause interruptions or malfunctions in our operations or our customers’ operations.
A party who is able to compromise the security measures on our or our vendors’ networks or the security of our communications infrastructure could misappropriate our proprietary information or the personal information of our customers, our employees or management, or cause interruptions or malfunctions in our operations or our customers’ operations.
Our leverage and debt service obligations, including as a result of our recent CoreSite Acquisition, could have significant negative consequences to our business, results of operations or financial condition, including: 14 Table of Contents • requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions; • impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured; • limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets; and • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
Our leverage and debt service obligations could have significant negative consequences to our business, results of operations or financial condition, including: • requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions; • impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured; • limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets; and • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
For example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends 18 Table of Contents paid, which could increase our income tax expense. We are also subject to the continual examination of our income tax returns by the U.S. Internal Revenue Service and state, local and foreign tax authorities.
For example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends paid, which could increase our income tax expense. We are also subject to the continual examination of our income tax returns by the U.S. Internal Revenue Service and state, local and foreign tax authorities.
Risks Related to Laws and Regulations Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.
Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.
Risks Related to the Operation of Our Business 19 Table of Contents Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of climate change) and other unforeseen events for which our insurance may not provide adequate coverage or result in increased insurance premiums.
Risks Related to the Operation of Our Business Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of climate change) and other unforeseen events for which our insurance may not provide adequate coverage or result in increased insurance premiums.
Risks Related to Our Financial Performance or General Economic Conditions Our leverage and debt service obligations, including during a rising interest rates environment, may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.
Risks Related to Our Financial Performance or General Economic Conditions Our leverage and debt service obligations, including during a rising interest rates environment, may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and may reduce funds available to satisfy our distribution requirements.
We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew 12 Table of Contents or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.
We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.
Achieving the benefits of acquisition and platform expansion initiatives depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations.
Achieving the benefits of acquisition and platform expansion initiatives depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations or with incomplete information.
Our ability to achieve these goals are based on several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in technology and the availability of requisite financing. In addition, to meet our goals, we may be required to expend significant resources to meet them, which could increase our operational costs.
Our ability to achieve these goals are based on several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in technology and the availability of requisite financing. In addition, to meet our goals, we may need to expend significant resources, which could increase our operational costs.
For more information on impairments in India, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” 11 Table of Contents included in this Annual Report.
For more information on impairments in India, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in this Annual Report.
As techniques used to breach security grow in frequency and sophistication, and are generally not recognized until launched against a target, we, or our vendors, may not be able to promptly detect that a cyber breach has occurred or implement security measures in a timely manner.
As techniques used to breach security grow in frequency and sophistication, and are generally not recognized until launched against a target, we, or our vendors, may not be able to promptly 20 Table of Contents detect that a cyber breach has occurred or implement security measures in a timely manner.
The loss of significant customers, or the loss of all or a portion of our anticipated lease revenues from certain customers, could have a material adverse effect on our business, results of operations or financial condition. Our largest customer in India is VIL, which represented approximately 3.2% of our total revenue for the year ended December 31, 2022.
The loss of significant customers, or the loss of all or a portion of our anticipated lease revenues from certain customers, could have a material adverse effect on our business, results of operations or financial condition. One of our largest customers in India is VIL, which represented approximately 3% of our total revenue for the year ended December 31, 2023.
Increasing competition within our industry may materially and adversely affect our revenue. Our industry is highly competitive and our customers have numerous alternatives in leasing communications infrastructure assets. Competition due to pricing or alternative contractual arrangements from peers could materially and adversely affect our lease rates.
Increasing competition within our industries may materially and adversely affect our revenue. Our industries are highly competitive and our customers have numerous alternatives in leasing communications infrastructure assets. Competition due to pricing or alternative contractual arrangements from peers could materially and adversely affect our lease rates.
We may not be at all times in compliance with all environmental requirements. Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life safety regulations and ADA federal requirements.
We may not be at all times in compliance with all environmental requirements. Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life 19 Table of Contents safety regulations and ADA federal requirements.
Such cyber-attacks could be in the form of espionage, phishing campaigns and otherwise. We are continuously evaluating and enhancing our cybersecurity and information security systems and creating new systems and processes. However, there can be no assurance that these measures will be effective in preventing or limiting the impact of future cybersecurity incidents.
We are continuously evaluating and enhancing our cybersecurity and information security systems and creating new systems and processes. However, there can be no assurance that these measures are or will be effective in preventing or limiting the impact of future cybersecurity incidents.
These could result from numerous factors, including energy cost and availability, human error, equipment failure, physical, electronic and cyber security breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies and failure of business partners.
These could result from numerous factors, including limited power availability and grid distribution constraints due to current high demand, human error, equipment failure, physical, electronic and cybersecurity breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies and failure of business partners.
These factors could materially and adversely affect our business, results of operations or financial condition. Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.
Risks Related to Laws and Regulations Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.
Continued partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill, could result in additional impairments and could have a material adverse effect on our business, results of operations or financial condition.
If the Pending ATC TIPL Transaction does not close, additional partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill, could result in additional impairments and could have a material adverse effect on our business, results of operations or financial condition.
Additionally, while we maintain insurance coverage for cybersecurity incidents, we may not have adequate insurance to cover the associated costs in the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, and we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks. 20 Table of Contents Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our operations, including our ability to correctly record, process and report financial information, our customers’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or confidential information (including information about our customers or landlords, or customer information on our fiber, data center or managed networks businesses), which could result in a loss of revenue, damage to our reputation, damage to our customer and vendor relationships, litigation, regulatory investigations and penalties under existing or future data privacy laws and require us to incur significant costs to remediate or otherwise resolve these issues.
Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our operations, including our ability to correctly record, process and report financial information, our customers’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or confidential information (including information about our customers or landlords, or customer information on our fiber, data center or managed networks businesses), which could result in a loss of revenue, damage to our reputation, damage to our customer and vendor relationships, litigation, regulatory investigations and penalties under existing or future data privacy laws and require us to incur significant costs to remediate or otherwise resolve these issues.
Due to the long-term nature of our customer leases, we depend on the continued financial strength of our customers. Many communications service providers operate with substantial levels of debt. In our international operations, many of our customers are subsidiaries of global telecommunications companies. These subsidiaries may not have the explicit or implied financial support of their parent entities.
Many communications service providers operate with substantial levels of debt. In our international operations, many of our customers are subsidiaries of global telecommunications companies. These subsidiaries may not have the explicit or implied financial support of their parent entities.
Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition and also, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.
Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition.
Our platform expansion initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial condition, and could limit our continued investments in such platform expansion initiatives. 13 Table of Contents In addition, as we continue to invest in partnership opportunities to support our expansion initiatives, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present governance challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that partnership or to execute buyouts of their interests.
As we continue to engage in partnership opportunities to support our expansion initiatives, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present governance challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that partnership or to execute buyouts of their interests.
Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage.
We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain operational at all times. Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage.
The development and implementation of new technologies designed to enhance the efficiency of wireless networks or changes in a customer’s business model could reduce the need for tower-based wireless services, decrease demand for tower space or reduce previously obtainable lease rates.
New technologies or changes, or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results. 13 Table of Contents The development and implementation of new technologies designed to enhance the efficiency of wireless networks or changes in a customer’s business model could reduce the need for tower-based wireless services, decrease demand for tower space or reduce previously obtainable lease rates.
Dollar operations, and a weakening of these foreign currencies against the U.S. Dollar would negatively impact our reported revenues, operating profits and income. We may be adversely affected by regulations related to climate change.
Dollar operations, and a weakening of these foreign currencies against the U.S. Dollar would negatively impact our reported revenues, operating profits and income.
We also enter into hedges for certain debt instruments, which may have an adverse impact on our results to the extent that the counterparties do not perform as expected at the inception of each hedge. We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates.
We also enter into hedges for certain debt instruments, which may have an adverse impact on our results to the extent that the counterparties do not perform as expected at the inception of each hedge.
In addition, there is an increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters.
In addition, there is an increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters, including policies related to disclosure requirements. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
Zoning authorities and community organizations are sometimes opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer demands. 16 Table of Contents Existing or new regulatory policies, regulations or laws may materially and adversely affect the timing, cost or completion of our communications sites or result in changes in the competitive landscape that may negatively affect our business.
Zoning authorities and community organizations are sometimes opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer demands.
Our expansion initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
These risks are compounded by the fact that a significant percentage of our data center customer leases expire every year. 12 Table of Contents Our expansion initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
Certain combined companies have rationalized duplicative parts of their networks or modernized their networks, and these and other customers could determine not to renew, or attempt to cancel, avoid or limit leases or related payments with us. In the event a customer terminates its business or separately sells its spectrum, we may experience increased churn as a result.
Certain combined companies have rationalized duplicative parts of their networks or modernized their networks, and these and other customers could determine not to renew, or attempt to cancel, avoid or limit leases or related payments with us.
Governmental licenses may also be subject to periodic renewal and additional conditions to receive or maintain such license. Additionally, we have government customers for several of our communications sites and data centers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
Additionally, we 17 Table of Contents have government customers for several of our communications sites and data centers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue, especially during times of geopolitical tension or instability among countries, including, for example, the ongoing military conflict between Russia and Ukraine, from which a number of recent cybersecurity events have been alleged to have originated.
Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends will likely continue, especially during times of geopolitical tension or instability among countries from which a number of recent cybersecurity events have been alleged to have originated. Such cyber-attacks could be in the form of espionage, phishing campaigns and otherwise.
Noncompliance could result in the imposition of fines or an award of damages to litigants or result in decreased revenue. In addition, in certain jurisdictions, we and certain of our customers are required to pay annual license fees, which may be subject to substantial increases by the government, or new fees may be enacted and applied retroactively.
In addition, in certain jurisdictions, we and certain of our customers are required to pay annual licenses, fees or taxes, which may be subject to substantial increases by the government, or new fees may be enacted and applied retroactively. Governmental licenses may also be subject to periodic renewal and additional conditions to receive or maintain such license.
For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation—Results of Operation" included in this Annual Report.
For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in this Annual Report. 11 Table of Contents Due to the long-term nature of our customer leases, we depend on the continued financial strength of our customers.
The combination of higher interest rates and high inflation could lead to an extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve. 15 Table of Contents Restrictive covenants in the agreements related to our securitization transactions, our credit facilities and our debt securities could materially and adversely affect our business by limiting flexibility, and we may be prohibited from paying dividends on our common stock, which may jeopardize our qualification for taxation as a REIT.
Restrictive covenants in the agreements related to our securitization transactions, our credit facilities and our debt securities could materially and adversely affect our business by limiting flexibility, and we may be prohibited from paying dividends on our common stock, which may jeopardize our qualification for taxation as a REIT.
If we are unable or choose not to exercise our rights to purchase towers that are subject to lease and sublease agreements at the end of the applicable period, our cash flows derived from those towers will be eliminated.
If such landlords have not maintained our leased properties sufficiently, we may be forced into an early exit from one or more of these data centers, which could be disruptive to our business. 21 Table of Contents If we are unable or choose not to exercise our rights to purchase towers that are subject to lease and sublease agreements at the end of the applicable period, our cash flows derived from those towers will be eliminated.
Any significant additional federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition. The extent to which these factors will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation.
The extent to which these factors will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation. Rising inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
The Federal Reserve Board and other central banks have recently raised interest rates aggressively, to their highest levels in the last four to five decades.
The United States and other large global economies experienced historically high inflation during 2022, which continued into 2023. The Federal Reserve Board and other central banks raised interest rates more aggressively and to their highest levels in the last four to five decades.
The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, significantly increased the federal funds rate during 2022 and has indicated that further rate increases may be announced in the short-term to combat rising inflation in the United States.
The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, and increased the federal funds rate on four occasions during 2023.
Inflation can materially adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business. In addition, should inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators, our returns could be adversely affected.
In addition, should inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators, our returns could be adversely affected.
As part of our normal business activities, including in our data centers, we rely on energy systems, cooling systems, communication networks, information technology and other computing resources. We may be vulnerable to physical or cybersecurity breaches that could disrupt our operations and have a material adverse effect on our financial performance and operating results.
As part of our normal business activities, including in our data centers, we rely on energy systems, cooling systems, communication networks, information technology and other computing resources, and collect, store, manage and otherwise process third-party data, including our customers’ data and our own data.
We face risks associated with unauthorized access to our or our vendors’ computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities. These threats may result from human error, equipment failure or fraud or malice on the part of employees or third parties.
These threats may result from human error, equipment failure, fraud or malice on the part of employees or third parties.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India. As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
As a result of the VIL Shortfall, during the year ended December 31, 2022, we determined that certain fixed and intangible assets and tenant-related intangible assets for VIL had been impaired. In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.
VIL may not be able to meet its operating obligations, including making payments to us in the future, which may result in us incurring additional impairment expenses or other similar charges, and which could have a material adverse effect on our business and results of operations.
Our platform expansion initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial condition, and could limit our continued investments in such platform expansion initiatives.
The Federal Reserve Board and other central banks already have raised interest rates more aggressively and to their highest levels in the last four to five decades. Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, as well as the ongoing military conflict between Russia and Ukraine.
Current and future inflationary effects may be driven by, among other things, supply chain 15 Table of Contents disruptions, governmental stimulus or fiscal policies, as well as ongoing global military conflicts. Inflation can materially and adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business.
Additionally, we rely on our landlords for basic maintenance of our leased data centers. If such landlords have not maintained our leased properties sufficiently, we may be forced into an early exit from one or more of these data centers, which could be disruptive to our business.
Additionally, we rely on our landlords for basic maintenance of our leased data centers.
Removed
In the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
Added
Additionally, the Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing a transaction on acceptable terms.
Removed
In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023. However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.
Added
Additionally, some of our international customers may use consolidation and/or restructuring to address financial or other competitive pressures, which could in turn result in the sale of wireless assets. In the event a customer terminates, consolidates or restructures its business, or separately sells its spectrum or wireless assets, we may experience increased churn as a result.
Removed
An impairment of $97.0 million was taken on tower and network location intangible assets in India. We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
Added
Strategic partnerships and divestitures, such as the Pending ATC TIPL Transaction, may materially and adversely affect our financial condition, results of operations or cash flows.
Removed
In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL.
Added
Furthermore, we continually evaluate the performance, capital needs and strategic fit of all of our businesses and, as a result of such evaluation, may sell some or all of the equity interests in a particular business or components of a business. Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel.
Removed
The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL. The issuance of the debentures is subject to certain conditions precedent, which may not be met.
Added
We cannot assure you that we will be successful in managing these or any other significant risks that we may encounter related to the divestiture of a business.
Removed
For example, failure to successfully and efficiently operate and expand acquired assets from the CoreSite Acquisition may adversely affect our business, financial condition and results of operations. We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain operational at all times.
Added
Any divestiture we undertake could materially and adversely affect our business, reputation, financial condition, results of operations and cash flows, and may also result in a diversion of management’s attention, operational difficulties and losses.
Removed
New technologies or changes, or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.
Added
Divestitures and our evaluation of assets or businesses in connection with potential divestitures may result in asset impairment charges, including those related to goodwill and other intangible assets, or losses realized in connection with a transaction, which could have an impact on our financial condition and results of operations.
Removed
These risks are compounded by the fact that a significant percentage of our data center customer leases expire every year.
Added
Specifically with respect to our India reporting unit, we concluded that a triggering event occurred as of September 30, 2023, primarily due to indications of value received from third parties in connection with our review of various strategic alternatives for our India operations, including the potential sale of equity interests.
Removed
Rising inflation may adversely affect us by increasing costs beyond what we can recover through price increases. The United States and other large global economies experienced historically high inflation during 2022, which has continued into the beginning of 2023.
Added
As a result, we performed an interim quantitative goodwill impairment test as of September 30, 2023 14 Table of Contents using, among other things, the information obtained from third parties to compare the fair value of the India reporting unit to its carrying amount, including goodwill.
Removed
The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced plans to phase out certain LIBOR rates by June 2023. As contemplated, the continuation of LIBOR on the current basis cannot be assured after June 2023, and LIBOR will cease to exist or otherwise be unsuitable for benchmarking.
Added
The result of our interim goodwill impairment test as of September 30, 2023 indicated that the carrying amount of our India reporting unit exceeded our estimated fair value. As a result, we recorded a goodwill impairment charge of $322.0 million as of September 30, 2023.
Removed
While our bank facilities contain fallback provisions to establish an alternative rate in the event LIBOR is unavailable, the elimination of LIBOR could have an adverse impact on our business, results of operations, or financial condition. Financial institutions may replace LIBOR with a new index calculated by short-term repurchase agreements, the Secured Overnight Financing Rate (“SOFR”).
Added
The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated statements of operations. We expect to complete the Pending ATC TIPL Transaction in the second half of 2024.
Removed
In April 2018, the United States Federal Reserve commenced publishing SOFR; however, SOFR is calculated differently from LIBOR and has inherent differences, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rates.
Added
The Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing the transaction during 2024 or at all.
Removed
No consensus exists as to what may become accepted alternatives to LIBOR, whether LIBOR rates will cease to be published or supported before June 2023 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.

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Item 2. Properties

Properties — owned and leased real estate

11 edited+0 added−2 removed8 unchanged
Biggest changeIn addition, we own property interests that we lease to communications service providers and third-party tower operators in Canada and the United States, which are included in our U.S. & Canada property segment, and in Australia and New Zealand, which are included in our Asia-Pacific property segment, and also own and operate data center facilities and related assets in the United States, which are included in our Data Centers segment.
Biggest changeIn addition, we own property interests that we lease to communications service providers and third-party tower operators in Canada and the United States, which are included in our U.S. & Canada property segment, and in Australia and New Zealand, which are included in our Asia-Pacific property segment, and also own and operate data center facilities and related assets in the United States, which are included in our Data Centers segment. 23 Table of Contents Our interests in our communications sites consist of a variety of ownership interests, including leases created by long-term ground lease agreements, easements, licenses or rights-of-way granted by government entities.
A typical guyed broadcast tower can be located a tract of land of up to 20 acres. • A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower can reach heights of up to 1,000 feet, although most lattice structures are between 200 and 400 feet.
A typical guyed broadcast tower can be located on a tract of land of up to 20 acres. • A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower can reach heights of up to 1,000 feet, although most lattice structures are between 200 and 400 feet.
Across most of our markets, our tenant leases for our communications sites with wireless carriers have initial non-cancellable terms of five to ten years with multiple renewal terms. As a result, approximately 56% of our current tenant leases have a renewal date of 2028 or beyond. Data Centers.
Across most of our markets, our tenant leases for our communications sites with wireless carriers have initial non-cancellable terms of five to ten years with multiple renewal terms. As a result, approximately 56% of our current tenant leases have a renewal date of 2029 or beyond. Data Centers.
We own and operate data center facilities and related assets, and as of December 31, 2022, our data center portfolio consisted of 28 data center facilities across ten United States markets, including the assets acquired as part of the CoreSite Acquisition, across 3.1 million net rentable square feet (“NRSF”). Offices.
We own and operate data center facilities and related assets, and as of December 31, 2023, our data center portfolio consisted of 28 data center facilities across ten United States markets, including the assets acquired as part of the CoreSite Acquisition, across 3.3 million net rentable square feet (“NRSF”). Offices.
Typically, we seek to enter long-term ground leases, which have initial terms of approximately five to ten years with one or more automatic or exercisable renewal periods. As a result, 43% of the ground leases for our sites have a final expiration date of 2032 and beyond. Customers .
Typically, we seek to enter long-term ground leases, which have initial terms of approximately five to ten years with one or more automatic or exercisable renewal periods. As a result, 44% of the ground leases for our sites have a final expiration date of 2033 and beyond. Customers .
As of December 31, 2022, the loan underlying the securitization transactions completed in March 2013 and March 2018 (the “2013 Securitization” and the “2018 Securitization”, respectively, and together, the “Trust Securitizations”) is secured by mortgages, deeds of trust and deeds to secure the loan on substantially all of the 5,102 broadcast and wireless communications towers and related assets owned by the borrowers (the “Trust Sites”) and the secured revenue notes issued in a private transaction completed in May 2015 (the “2015 Securitization”) are secured by mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,516 communications sites owned by subsidiaries of the issuer (the “2015 Secured Sites”).
As of December 31, 2023, the loan underlying the securitization transactions completed in March 2018 and March 2023 (the “2018 Securitization” and the “2023 Securitization”, respectively, and together, the “Trust Securitizations”) is secured by mortgages, deeds of trust and deeds to secure the loan on substantially all of the 5,034 broadcast and wireless communications towers and related assets owned by the borrowers (the “Trust Sites”) and the secured revenue notes issued in a private transaction completed in May 2015 (the “2015 Securitization”) are secured by mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,343 communications sites owned by subsidiaries of the issuer (the “2015 Secured Sites”).
There are no encumbered sites in our Asia-Pacific, Africa, Europe or Latin America property segments or in our Data Centers segment. Ground Leases. Of the 223,055 towers in our portfolio as of December 31, 2022, approximately 90% were located on land we lease.
There are no encumbered sites in our Asia-Pacific, Africa, Europe or Latin America property segments or in our Data Centers segment. Ground Leases. Of the 222,830 towers in our portfolio as of December 31, 2023, approximately 90% were located on land we lease.
Our customers are primarily wireless service providers, broadcasters and other companies in a variety of industries. For the year ended December 31, 2022, our top three customers by total revenue were T-Mobile (18%), AT&T (17%) and Verizon Wireless (11%).
Our customers are primarily wireless service providers, broadcasters and other companies in a variety of industries. For the year ended December 31, 2023, our top three customers by total revenue were T-Mobile (17%), AT&T (16%) and Verizon Wireless (12%).
We also own or have entered into long-term leases for the majority of our 22 Table of Contents facilities in international and regional locations for the management and operation of our property and services businesses, including offices in each of our U.S. & Canada, Asia-Pacific, Africa, Europe, Latin America and Data Centers segments.
We also own or have entered into long-term leases for the majority of our facilities in international and regional locations for the management and operation of our property and services businesses, including offices in each of our U.S. & Canada, Asia-Pacific, Africa, Europe, Latin America and Data Centers segments. Our international headquarters is leased and located in Amsterdam, Netherlands.
See the table in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview” for more detailed information on the geographic locations of our communications sites.
ITEM 2. PROPERTIES As of December 31, 2023, we owned and operated a portfolio of 224,502 communications sites, including 1,672 DAS networks. See the table in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview” for more detailed information on the geographic locations of our communications sites.
Our international headquarters is leased and located in Amsterdam, Netherlands. We believe that our owned and leased facilities are suitable and adequate to meet our anticipated needs.
We believe that our owned and leased facilities are suitable and adequate to meet our anticipated needs. 24 Table of Contents
Removed
ITEM 2. PROPERTIES 21 Table of Contents As of December 31, 2022, we owned and operated a portfolio of 224,768 communications sites, including 1,713 DAS networks.
Removed
Our interests in our communications sites consist of a variety of ownership interests, including leases created by long-term ground lease agreements, easements, licenses or rights-of-way granted by government entities.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

4 edited+1 added−10 removed4 unchanged
Biggest changeThe performance of our common stock reflected below is not necessarily indicative of future performance. 24 Table of Contents Cumulative Total Returns 12/17 12/18 12/19 12/20 12/21 12/22 American Tower Corporation $ 100.00 $ 113.32 $ 167.55 $ 166.75 $ 221.59 $ 164.80 S&P 500 Index 100.00 95.62 125.72 148.85 191.58 156.89 Dow Jones U.S.
Biggest changeThe performance of our common stock reflected below is not necessarily indicative of future performance. 26 Table of Contents Cumulative Total Returns 12/18 12/19 12/20 12/21 12/22 12/23 American Tower Corporation $ 100.00 $ 147.85 $ 147.15 $ 195.54 $ 145.42 $ 153.21 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 Dow Jones U.S.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will depend upon various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board of Directors may deem relevant.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board and will depend upon various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board may deem relevant.
The performance graph assumes that on December 31, 2017, $100 was invested in each of our common stock, the S&P 500 Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index. The cumulative return shown in the graph assumes reinvestment of all dividends.
The performance graph assumes that on December 31, 2018, $100 was invested in each of our common stock, the S&P 500 Index, the Dow Jones U.S. Telecommunications Equipment Index and the FTSE Nareit All Equity REITs Index. The cumulative return shown in the graph assumes reinvestment of all dividends.
ITEM 4. MINE SAFETY DISCLOSURES N/A. 23 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NYSE under the ticker symbol AMT. As of February 16, 2023, we had 465,646,055 outstanding shares of common stock and 137 holders of record.
ITEM 4. MINE SAFETY DISCLOSURES N/A. 25 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NYSE under the ticker symbol AMT. As of February 20, 2024, we had 466,352,208 outstanding shares of common stock and 134 holders of record.
Removed
Telecommunications Equipment Index 100.00 108.53 126.16 129.08 188.28 145.66 FTSE Nareit All Equity REITs Index 100.00 95.96 123.46 117.14 165.51 124.22 Issuer Purchases of Equity Securities In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”).
Added
Telecommunications Equipment Index 100.00 116.24 118.93 173.48 134.21 158.08 FTSE Nareit All Equity REITs Index 100.00 128.66 122.07 172.49 129.45 144.16
Removed
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”).
Removed
During the three months ended December 31, 2022, we repurchased a total of 90,042 shares of our common stock for an aggregate of $18.8 million, including commissions and fees, pursuant to the 2011 Buyback. There were no repurchases under the 2017 Buyback.
Removed
The table below sets forth details of our repurchases under the 2011 Buyback during the three months ended December 31, 2022.
Removed
Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) (in millions) October 1, 2022 - October 31, 2022 — $ — — $ 36.4 November 1, 2022 - November 30, 2022 65,319 $ 206.33 65,319 $ 22.9 December 1, 2022 - December 31, 2022 24,723 $ 212.97 24,723 $ 17.6 Total Fourth Quarter 90,042 $ 208.15 90,042 $ 17.6 _______________ (1) Repurchases made pursuant to the 2011 Buyback.
Removed
(2) Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees. (3) Remaining under the 2011 Buyback. We have repurchased a total of 14,451,325 shares of our common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees.
Removed
We expect to continue to manage the pacing of the remaining $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities.
Removed
Purchases under the Buyback Programs are subject to our having available cash to fund repurchases. Under the Buyback Programs, our management is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors.
Removed
With respect to open market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.
Removed
These programs may be discontinued at any time.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed0 unchanged
Biggest changeDate of Filing Exhibit No. 10.23 First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021 10-K 001-14195 February 25, 2022 10.28 10.24 Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2022 10.29 10.25 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2022 10.30 10.26 Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent; TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto 10-K 001-14195 February 25, 2022 10.31 65 Table of Contents Incorporated By Reference Exhibit No.
Biggest changeDate of Filing Exhibit No. 10.32 3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2021 10.45 10.33 First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021 10-K 001-14195 February 25, 2022 10.28 10.34 Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2022 10.29 10.35 Amendment No. 1 to the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021 10-Q 001-14195 July 27, 2023 10.2 10.36 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower s , Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2022 10.30 71 Table of Contents Incorporated By Reference Exhibit No.
Section 1350 Filed herewith as Exhibit 32 — — — 101 The following materials from American Tower Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (Extensible Business Reporting Language): 101.SCH—Inline XBRL Taxonomy Extension Schema Document 101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF—Inline XBRL Taxonomy Extension Definition Filed herewith as Exhibit 101 — — — 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) — — — — * Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3). ** The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment.
Section 1350 Filed herewith as Exhibit 32 — — — 97 American Tower Corporation Compensation Recovery Policy Filed herewith as Exhibit 97 — — — 101 The following materials from American Tower Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (Extensible Business Reporting Language): 101.SCH—Inline XBRL Taxonomy Extension Schema Document 101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF—Inline XBRL Taxonomy Extension Definition Filed herewith as Exhibit 101 — — — 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) — — — — * Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3). ** The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment.
The confidential portions of the exhibit have been omitted and are marked by an asterisk.
The confidential portions of the exhibit have been omitted and are marked by an asterisk. 73 Table of Contents
Date of Filing Exhibit No. 10.27 2-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, JPMorgan Chase Bank, N.A., TD Securities (USA), LLC, Mizuho Bank, Ltd., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2022 10.33 10.28 Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc. 10-K 001-14195 February 24, 2015 10.45 10.29 Master Prepaid Lease, dated as of March 27, 2015, among certain subsidiaries of the Company and Verizon Communications Inc. 10-Q 001-14195 April 30, 2015 10.8 10.30 Sale Site Master Lease Agreement, dated as of March 27, 2015, among certain subsidiaries of the Company, Verizon Communications Inc. and certain of its subsidiaries 10-Q 001-14195 April 30, 2015 10.9 10.31 MPL Site Master Lease Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC 10-Q 001-14195 April 30, 2015 10.10 10.32 Management Agreement, dated as of March 27, 2015, among Verizon Communications Inc., and certain of its subsidiaries and ATC Sequoia LLC 10-Q 001-14195 April 30, 2015 10.11 10.33 Agreement For the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc. 10-K 001-14195 February 25, 2021 10.41 10.34 Agreement For the Sale and Purchase of the Towers LatAm Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc. 10-K 001-14195 February 25, 2021 10.42 21 Subsidiaries of the Company Filed herewith as Exhibit 21 — — — 23 Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP Filed herewith as Exhibit 23 — — — 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.1 — — — 66 Table of Contents Incorporated By Reference Exhibit No.
Date of Filing Exhibit No. 10.37 Amendment No. 1 to the Fourth Amended and Restated Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021 10-Q 001-14195 July 27, 2023 10.3 10.38 Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent; TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto 10-K 001-14195 February 25, 2022 10.31 10.39 Amendment No. 1 to the Second Amended and Restated Term Loan Agreement, dated as of June 29, 2023, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, and a majority of the lenders under the Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021 10-Q 001-14195 July 27, 2023 10.1 10.40 Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc. 10-K 001-14195 February 24, 2015 10.45 10.41 Master Prepaid Lease, dated as of March 27, 2015, among certain subsidiaries of the Company and Verizon Communications Inc. 10-Q 001-14195 April 30, 2015 10.8 10.42 Sale Site Master Lease Agreement, dated as of March 27, 2015, among certain subsidiaries of the Company, Verizon Communications Inc. and certain of its subsidiaries 10-Q 001-14195 April 30, 2015 10.9 10.43 MPL Site Master Lease Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC 10-Q 001-14195 April 30, 2015 10.10 10.44 Management Agreement, dated as of March 27, 2015, among Verizon Communications Inc., and certain of its subsidiaries and ATC Sequoia LLC 10-Q 001-14195 April 30, 2015 10.11 10.45 Agreement For the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc. 10-K 001-14195 February 25, 2021 10.41 10.46 Agreement For the Sale and Purchase of the Towers LatAm Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc. 10-K 001-14195 February 25, 2021 10.42 72 Table of Contents Incorporated By Reference Exhibit No.
Item 5.02(e) 10.18 Form of Waiver and Termination Agreement 8-K 001-14195 March 5, 2009 10.4 10.19* American Tower Corporation Severance Plan, as amended 10-K 001-14195 March 1, 2010 10.35 10.20* American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as amended 10-K 001-14195 March 1, 2010 10.36 10.21* Letter Agreement, dated as of October 2, 2022, by and between the Company and Ruth T.
Item 5.02(e) 10.27 Form of Waiver and Termination Agreement 8-K 001-14195 March 5, 2009 10.4 10.28* American Tower Corporation Severance Plan, as Amended and Restated, as of January 1, 2024 Filed herewith as Exhibit 10.28 — — — 10.29* American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as of January 1, 2024 Filed herewith as Exhibit 10.29 — — — 10.30* Letter Agreement, dated as of October 25, 2023, by and between the Company and Eugene M.
Description of Document Form File No. Date of Filing Exhibit No. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.2 — — — 32 Certifications filed pursuant to 18. U.S.C.
Date of Filing Exhibit No. 21 Subsidiaries of the Company Filed herewith as Exhibit 21 — — — 23 Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP Filed herewith as Exhibit 23 — — — 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.1 — — — 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.2 — — — 32 Certifications filed pursuant to 18.
Removed
Dowling Filed herewith as Exhibit 10.21 — — — 10.22 3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents 10-K 001-14195 February 25, 2021 10.45 64 Table of Contents Incorporated By Reference Exhibit No.
Added
Noel Filed herewith as Exhibit 10.30 — — — 10.31* Letter Agreement, dated as of February 5, 2024, by and between the Company and Steven O. Vondran Filed herewith as Exhibit 10.31 — — — 70 Table of Contents Incorporated By Reference Exhibit No. Description of Document Form File No.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

150 edited+55 added−48 removed112 unchanged
Biggest changeNet 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 Year Ended December 31, Percent Change 2022 vs 2021 2022 2021 Net income $ 1,696.7 $ 2,567.6 (34) % Income tax provision 24.0 261.8 (91) Other income (433.7) (566.1) (23) Loss on retirement of long-term obligations 0.4 38.2 (99) Interest expense 1,136.5 870.9 30 Interest income (71.6) (40.4) 77 Other operating expenses 767.6 398.7 93 Depreciation, amortization and accretion 3,355.1 2,332.6 44 Stock-based compensation expense 169.3 119.5 42 Adjusted EBITDA $ 6,644.3 $ 5,982.8 11 % Year Ended December 31, Percent Change 2022 vs 2021 2022 2021 Net income $ 1,696.7 $ 2,567.6 (34) % Real estate related depreciation, amortization and accretion 3,108.9 2,093.5 49 Losses from sale or disposal of real estate and real estate related impairment charges (1) 684.3 197.7 246 Dividends to noncontrolling interests (2) (22.2) (2.6) 754 Adjustments for unconsolidated affiliates and noncontrolling interests (188.2) (102.9) 83 Nareit FFO attributable to American Tower Corporation common stockholders $ 5,279.5 $ 4,753.3 11 Straight-line revenue (499.8) (465.6) 7 Straight-line expense 39.6 52.7 (25) Stock-based compensation expense 169.3 119.5 42 Deferred portion of income tax and other income tax adjustments (298.3) 36.6 (915) GTP one-time cash tax settlement (3) 48.3 — 100 Non-real estate related depreciation, amortization and accretion 246.2 239.1 3 Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges 47.5 40.1 18 Other income (4) (433.7) (566.1) (23) Loss on retirement of long-term obligations 0.4 38.2 (99) Other operating expenses (5) 83.3 201.0 (59) Capital improvement capital expenditures (176.2) (170.4) 3 Corporate capital expenditures (9.4) (8.0) 18 Adjustments for unconsolidated affiliates and noncontrolling interests 188.2 102.9 83 Consolidated AFFO $ 4,684.9 $ 4,373.3 7 % Adjustments for unconsolidated affiliates and noncontrolling interests (6) (168.2) (96.8) 74 % AFFO attributable to American Tower Corporation common stockholders $ 4,516.7 $ 4,276.5 6 % _______________ (1) Included in these amounts are impairment charges of $655.9 million and $173.7 million for the years ended December 31, 2022 and 2021, respectively. 38 Table of Contents (2) For the year ended December 31, 2022, includes $16.7 million of distributions related to the outstanding Stonepeak mandatorily convertible preferred equity and dividends of $5.5 million paid to PGGM.
Biggest changeNet 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 Year Ended December 31, Percent Change 2023 vs 2022 2023 2022 Net income $ 1,367.1 $ 1,696.7 (19) % Income tax provision 154.2 24.0 543 Other expense (income) 248.5 (433.7) (157) Loss on retirement of long-term obligations 0.3 0.4 (25) Interest expense 1,398.2 1,136.5 23 Interest income (143.4) (71.6) 100 Other operating expenses 377.7 767.6 (51) Goodwill impairment 402.0 — 100 Depreciation, amortization and accretion 3,086.5 3,355.1 (8) Stock-based compensation expense 195.7 169.3 16 Adjusted EBITDA $ 7,086.8 $ 6,644.3 7 % 40 Table of Contents Year Ended December 31, Percent Change 2023 vs 2022 2023 2022 Net income $ 1,367.1 $ 1,696.7 (19) % Real estate related depreciation, amortization and accretion 2,834.1 3,108.9 (9) Losses from sale or disposal of real estate and real estate related impairment charges (1) 732.8 684.3 7 Dividends to noncontrolling interests (2) (137.8) (22.2) 521 Adjustments for unconsolidated affiliates and noncontrolling interests (186.2) (188.2) (1) Nareit FFO attributable to American Tower Corporation common stockholders $ 4,610.0 $ 5,279.5 (13) % Straight-line revenue (472.0) (499.8) (6) Straight-line expense 30.2 39.6 (24) Stock-based compensation expense 195.7 169.3 16 Deferred portion of income tax and other income tax adjustments (152.3) (298.3) (49) GTP one-time cash tax settlement (3) — 48.3 (100) Non-real estate related depreciation, amortization and accretion 252.4 246.2 3 Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges 49.8 47.5 5 Other expense (income) (4) 248.5 (433.7) (157) Loss on retirement of long-term obligations 0.3 0.4 (25) Other operating expenses (5) 46.9 83.3 (44) Capital improvement capital expenditures (201.2) (176.2) 14 Corporate capital expenditures (16.2) (9.4) 72 Adjustments for unconsolidated affiliates and noncontrolling interests 186.2 188.2 (1) Consolidated AFFO $ 4,778.3 $ 4,684.9 2 % Adjustments for unconsolidated affiliates and noncontrolling interests (6) (166.8) (168.2) (1) AFFO attributable to American Tower Corporation common stockholders $ 4,611.5 $ 4,516.7 2 % _______________ (1) Included in these amounts are impairment charges of $202.4 million and $655.9 million for the years ended December 31, 2023 and 2022, respectively.
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 TRSs and other factors that our Board of Directors may deem relevant.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board 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 TRSs and other factors that our Board may deem relevant.
Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including an increase in network sharing or consolidation among our customers, as set forth in Item 1A of this Annual Report under the captions “Risk Factors—If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected” and “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” In addition, the emergence and growth of new technologies could reduce demand for our sites, as set forth under the caption “Risk Factors—New technologies or changes in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.” Further, our customers may be subject to new regulatory policies from time to time that materially and adversely affect the demand for our communications infrastructure assets.
Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including an increase in network sharing or consolidation among our customers, as set forth in Item 1A of this Annual Report under the captions “Risk Factors—If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected” and “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” In addition, the emergence and growth of new technologies could reduce demand for our sites, as set forth under the caption “Risk Factors—New technologies or changes,or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.” Further, our customers may be subject to new regulatory policies from time to time that materially and adversely affect the demand for our communications infrastructure assets.
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 supplemental indenture.
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.
We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States. Our customers include our tenants, licensees and other payers.
We also hold other telecommunications infrastructure and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States. Our customers include our tenants, licensees and other payers.
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 to noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests.
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 less dividends to noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests.
Property Operations Expenses. Direct operating expenses incurred by our property segments include direct site or facility level expenses and consist primarily of ground rent and power and fuel costs, some or all of which may be passed through to our customers, as well as property taxes and repairs and maintenance expenses.
Direct operating expenses incurred by our property segments include direct site or facility level expenses and consist primarily of ground rent and power and fuel costs, some or all of which may be passed through to our customers, as well as property taxes and repairs and maintenance expenses.
As we continue to focus on growing our property operations, we anticipate that our services revenue will continue to represent a small percentage of our total revenues. 31 Table of Contents 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.
As we continue to focus on growing our property operations, we anticipate that our services revenue will continue to represent a small percentage of our total revenues. 33 Table of Contents 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.
(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.
(2) We may redeem the 2023 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2023 Notes plus a make-whole premium, together with accrued interest to the redemption date.
(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.
(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 the principal has been repaid in full.
Based on industry research and projections, we expect that a number of key industry trends will result in incremental revenue opportunities for us: • In less advanced wireless markets where network deployments are in earlier stages, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their 29 Table of Contents networks.
Based on industry research and projections, we expect that a number of key industry trends will result in incremental revenue opportunities for us: 31 Table of Contents • In less advanced wireless markets where network deployments are in earlier stages, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks.
In most of our markets, our tenant leases for our communications sites 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 year ended December 31, 2022 was recurring revenue that we should continue to receive in future periods.
In most of our markets, our tenant leases for our communications sites 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 year ended December 31, 2023 was recurring revenue that we should continue to receive in future periods.
(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.
(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 that event, additional interest will accrue on the unpaid principal balance of the applicable series, and that series will begin to amortize on a monthly basis from excess cash flow.
Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site and data center facility construction, and through acquisitions. We also regularly review our portfolios as to capital 41 Table of Contents expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site and data center facility construction, and through acquisitions. We also regularly review our portfolios as to capital 44 Table of Contents expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.
Most of our tenant leases for our communications sites 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.
Most of our tenant leases for our communications sites have provisions that periodically increase or “escalate” the rent due under the lease, typically based on (a) an annual fixed escalation (averaging approximately 3% in the United States) or (b) an inflationary index in most of our international markets, or a combination of both.
During the year ended December 31, 2022, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, 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.
During the year ended December 31, 2023, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, 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.
(2) Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings. (3) Subject to two optional renewal periods. (4) Currently borrowed at LIBOR. (5) Currently borrowed at EURIBOR. We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
(2) Currently borrowed at SOFR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings. (3) Subject to two optional renewal periods. (4) Currently borrowed at SOFR. (5) Currently borrowed at EURIBOR. We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
We derive the largest portion of our revenues, corresponding trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry, with 46% of our revenues derived from three tenants. In addition, we have concentrations of credit risk in certain geographic areas.
We derive the largest portion of our revenues, corresponding trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry, with 45% of our revenues derived from three tenants. In addition, we have concentrations of credit risk in certain geographic areas.
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 the 2015 Securitization and the loan agreement related to the Trust Securitizations include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations.
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 the 2015 Securitization and the Trust Loan Agreement (collectively, the “Securitization Loan Agreements”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations.
We have reviewed our policies and estimates to determine our critical accounting policies for the year ended December 31, 2022. We have identified the following policies as critical to an understanding of our results of operations and financial condition. This is not a comprehensive list of our accounting policies.
We have reviewed our policies and estimates to determine our critical accounting policies for the year ended December 31, 2023. We have identified the following policies as critical to an understanding of our results of operations and financial condition. This is not a comprehensive list of our accounting policies.
(3) Includes $6.7 million of finance lease payments reported in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in our consolidated statements of cash flows.
(3) Includes $6.2 million of finance lease payments reported in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in our consolidated statements of cash flows.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2022, see note 14 to our consolidated financial statements included in this Annual Report.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2023, see note 14 to our consolidated financial statements included in this Annual Report.
The primary factors affecting the revenue growth of our property segments are: • Growth in tenant billings, including: • New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments; • Contractual rent escalations on existing tenant leases, net of churn; and • New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year period. • Revenue growth from our Data Centers segment in the United States, including rental and power revenue from new lease commencements and expansions, contractual rent and power escalations on existing leases, mark-to-market increases on renewing leases and increased interconnection services and solutions. • Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning.
The primary factors affecting the revenue growth of our property segments are: • Growth in tenant billings, including: • New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments; • Contractual rent escalations on existing tenant leases, net of churn; and • New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year period. • Revenue growth from our Data Centers segment in the United States, including rental and power revenue from new lease commencements and expansions, contractual rent and power escalations on existing leases, mark-to-market increases on renewing leases and increased interconnection services and solutions. • Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning, partially offset, in certain cases, by revenue reserve provisions.
Distributions— We expect that our 2023 total distributions declared to our common stockholders will be $3.0 billion. The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors. Asset Retirement Obligations— We are required to remove our assets and remediate the leased sites upon which certain of our assets are located.
Distributions— We expect that our 2024 total distributions declared to our common stockholders will be $3.0 billion. The amount, timing and frequency of future distributions will be at the sole discretion of our Board. Asset Retirement Obligations— We are required to remove our assets and remediate the leased sites upon which certain of our assets are located.
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.
Failure to comply with the financial maintenance tests and certain other covenants of the Bank Loan Agreements could not only prevent us from being able to borrow additional funds under the revolving 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.
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 indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens.
The 2023 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. Each applicable supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens.
For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with our results from the dates of the respective acquisitions.
For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of 54 Table of Contents operations are included with our results from the dates of the respective acquisitions.
(2) Includes $36.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our consolidated statements of cash flows.
(2) Includes $38.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our consolidated statements of cash flows.
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 commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.200% per annum, based upon our debt ratings, and is currently 0.110%.
Total property straight-line revenues for the years ended December 31, 2022, 2021 and 2020 were $499.8 million, $465.6 million and $322.0 million, respectively. Amounts billed upfront in connection with the execution of lease agreements are initially deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets and recognized as revenue over the terms of the applicable lease arrangements.
Total property straight-line revenues for the years ended December 31, 2023, 2022 and 2021 were $472.0 million, $499.8 million and $465.6 million, respectively. Amounts billed upfront in connection with the execution of lease agreements are initially deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets and recognized as revenue over the terms of the applicable lease arrangements.
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.
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), including Goodwill impairment; Depreciation, amortization and accretion; and stock-based compensation expense.
The effect on deferred tax assets and liabilities as a result of a change in tax rates is 51 Table of Contents recognized in income in the period that includes the enactment date. We do not expect to pay federal income taxes on our REIT taxable income.
The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date. We do not expect to pay federal income taxes on our REIT taxable income.
(4) Net of purchase credits of $14.5 million on certain assets, which are reported in investing activities in our 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.
(4) Net of purchase credits of $13.2 million on certain assets, which are reported in investing activities in our 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.
Segment revenue growth included a decrease of $0.5 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.
Segment revenue growth included a decrease of $0.6 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.
Overview During the year ended December 31, 2022, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies.
Overview During the year ended December 31, 2023, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies.
If we undergo a change of control and corresponding ratings decline, each as defined in the 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.
If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the 2023 Notes, we may be required to repurchase all of the 2023 Notes at a purchase price equal to 101% of the principal amount of those 2023 Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
As of December 31, 2022, the estimated undiscounted future cash outlay for asset retirement obligations was $4.2 billion. Factors Affecting Sources of Liquidity 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.
As of December 31, 2023, the estimated undiscounted future cash outlay for asset retirement obligations was $4.0 billion. Factors Affecting Sources of Liquidity 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.
When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset 50 Table of Contents with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.
When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.
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.
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 52 Table of Contents expensive or restricted by the terms of our outstanding indebtedness.
The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present value of the lease liability.
The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the 55 Table of Contents present value of the lease liability.
In the third quarter of 2022, our largest customer in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
In the third quarter of 2022, one of our largest customers in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
We refer to the business encompassing the above as our property operations, which accounted for 98% of our total revenues for the year ended December 31, 2022 and includes our U.S. & Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers segment.
We refer to the business encompassing the above as our property operations, which accounted for 99% of our total revenues for the year ended December 31, 2023 and includes our U.S. & Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers segment.
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.
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 Bank Loan Agreements and our ability to fund our debt service obligations.
Based upon existing customer leases and foreign currency exchange rates as of December 31, 2022, we expect to generate over $62 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
Based upon existing customer leases and foreign currency exchange rates as of December 31, 2023, we expect to generate over $60 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
In markets with rapidly evolving network technology, such as South Africa, Poland and most of the countries in Latin America where we do business, initial voice networks, for the most part, have already been built out, and carriers are increasingly focused on 4G network deployments.
In markets with rapidly evolving network technology, such as South Africa and most of the countries in Latin America where we do business, initial voice networks, for the most part, have already been built out, and carriers are increasingly focused on the early stages of 5G network deployments.
Accordingly, a key factor affecting our ability to generate cash flow from operating activities is to maintain this recurring revenue and to convert it into operating profit by minimizing operating costs and fully achieving our operating efficiencies.
Accordingly, a key factor affecting our ability to generate cash flow from operating activities is to maintain this recurring revenue and to convert it into operating profit by minimizing operating costs and fully achieving our operating 50 Table of Contents efficiencies.
We believe the cash generated by operating activities during the year ending December 31, 2023, 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.
We believe the cash generated by operating activities during the year ending December 31, 2024, together with our borrowing capacity under our credit facilities, will suffice to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
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. 32 Table of Contents Results of Operations Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 For a discussion of our 2021 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 25, 2022 (the “2021 Form 10-K”).
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. 34 Table of Contents Results of Operations Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 For a discussion of our 2022 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2022 compared to the fiscal year ended December 31, 2021, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 23, 2023 (the “2022 Form 10-K”).
We have distributed an aggregate of approximately $14.5 billion to our common stockholders, including the dividend paid in February 2023, 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.
We have distributed an aggregate of approximately $17.5 billion to our common stockholders, including the dividend paid in February 2024, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years beginning before 2026.
During the year ended December 31, 2022, churn was approximately 5% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.
During the year ended December 31, 2023, churn was approximately 3% of our tenant billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.
In October 2019, the Supreme Court of India 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 customers and could affect their ability to perform their obligations under 49 Table of Contents agreements with us.
In October 2019, the Supreme Court of India issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in both March 2020 and July 2021 with respect to the total charges, which may (a) have a material financial impact on certain of our customers and (b) affect their ability to perform their obligations under agreements with us.
We expect that our churn rate in our U.S. & Canada property segment will remain elevated for a period of several years through 2025 due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020.
We expect that our churn rate in our U.S. & Canada property segment will remain elevated through 2025 due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020. Property Operations Revenue Growth .
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 Code. We may also repay or repurchase our existing indebtedness or equity from time to time.
Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation 43 Table of Contents as a REIT under the Code. We may also periodically repay or repurchase our existing indebtedness or equity.
We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India. As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
We considered these developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our 2022 annual impairment assessments for long-lived assets and goodwill in India, and, as a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022, which resulted in an impairment charge of $508.6 million.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $17.0 million and $12.8 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, we paid $6.9 million of distributions upon the vesting of restricted stock units.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $21.5 million and $17.0 million as of December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, we paid $9.0 million of distributions upon the vesting of restricted stock units.
As of December 31, 2022, $78.4 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.
As of December 31, 2023, $76.3 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 carrying values of our tower portfolio and network location intangible assets in India were $905.8 million and $266.7 million, respectively, as of December 31, 2022, which represent 10% and 8% of our consolidated balances of $8.8 billion and $3.5 billion, respectively. • Impairment of Assets—Goodwill: We review goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an asset may not be recoverable.
The carrying values of our tower portfolio and network location intangible assets in India were $916.2 million and $243.6 million, respectively, as of December 31, 2023, which represent 10% and 8% of our consolidated balances of $8.8 billion and $3.2 billion, respectively. • Impairment of Assets—Goodwill: We review goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an asset may not be recoverable.
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.
On a monthly basis, after paying 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 these assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to us for use.
As further discussed in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers,” in the third quarter of 2022, our largest customer in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
As further discussed in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers,” in the third quarter of 2022, one of our largest customers in India, VIL, communicated that it would make partial payments.
For the year ended December 31, 2022, impairment charges included $97.0 million related to tower and network location intangible assets and $411.6 million related to tenant-related intangible assets in our Asia-Pacific property segment related to VIL in India.
For the year ended December 31, 2022, impairment charges included $97.0 million related to tower and network location intangible assets and $411.6 million related to tenant-related intangible assets in our India reporting unit related to VIL in India.
Property Operations New Site Revenue Growth. During the year ended December 31, 2022, we grew our portfolio of communications real estate through the acquisition and construction of approximately 7,405 communications sites globally.
Property Operations New Site Revenue Growth. During the year ended December 31, 2023, we grew our portfolio of communications real estate through the acquisition and construction of approximately 3,355 communications sites globally.
As of December 31, 2022, our property portfolio included 28 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.1 million NRSF of data center space, as detailed below: 27 Table of Contents Number of Data Centers Total NRSF (1) (in thousands) San Francisco Bay, CA 8 940 Los Angeles, CA 3 670 Northern Virginia, VA 5 536 New York, NY 2 250 Chicago, IL 2 216 Boston, MA 1 143 Denver, CO 2 35 Miami, FL 2 47 Orlando, FL 1 126 Atlanta, GA 2 95 Total 28 3,058 _______________ (1) Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
As of December 31, 2023, our property portfolio included 28 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.3 million NRSF of data center space, as detailed below: 29 Table of Contents Number of Data Centers Total NRSF (1) (in thousands) San Francisco Bay, CA 8 939 Los Angeles, CA 3 724 Northern Virginia, VA 5 586 New York, NY 2 285 Chicago, IL 2 216 Boston, MA 1 143 Orlando, FL 1 126 Miami, FL 2 115 Atlanta, GA 2 95 Denver, CO 2 37 Total 28 3,266 _______________ (1) Excludes approximately 0.4 million of office and light-industrial NRSF acquired as part of the CoreSite Acquisition.
During the year ended December 31, 2022, we borrowed an aggregate of $3.3 billion and repaid an aggregate of $3.7 billion of revolving indebtedness under the 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes.
During the year ended December 31, 2023, we borrowed an aggregate of $3.1 billion and repaid an aggregate of $2.6 billion of revolving indebtedness under the 2021 Credit Facility. We used the borrowings to repay outstanding indebtedness, including the 3.50% Notes and the 3.000% Notes, and for general corporate purposes.
Direct expenses also benefited by $42.5 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 $147.8 million due to an increase in costs associated with pass-through revenue, including fuel costs.
Direct expenses also benefited by $37.1 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 $91.1 million, primarily due to an increase in costs associated with pass-through revenue, including energy costs.
Following the court rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by such court, we continue to experience variability and a level of uncertainty in collections in India.
Following the rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by the court, we have experienced variability and a level of uncertainty in collections in India.
Compliance Tests For The 12 Months Ended December 31, 2022 ($ 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 ~11.5 ~1.5 Consolidated Senior Secured Leverage Ratio Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 ~17.7 (4) ~5.9 _______________ (1) Each component of the ratio as defined in the applicable loan agreement.
Compliance Tests For The 12 Months Ended December 31, 2023 ($ 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 ≤ 6.00:1.00 ~4.2 ~0.7 Consolidated Senior Secured Leverage Ratio Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00 ~19.1 (4) ~6.4 (4) _______________ (1) Each component of the ratio as defined in the applicable loan agreement.
Amounts billed or received for services prior to being earned are deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition have been met.
Amounts billed or received for services prior to being earned are deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition have been met. Periodically, we provide lease incentives to our tenants.
The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two 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.
The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 EUR Three Year Delayed Draw Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal 48 Table of Contents and may be paid prior to maturity in whole or in part at our option without penalty or premium.
As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022. An impairment of $97.0 million was taken on tower and network location intangible assets in India. We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
During the year ended December 31, 2022, an impairment of $97.0 million was taken on tower and network location intangible assets in India. We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million during the year ended December 31, 2022.
As of December 31, 2022, we had $1.8 billion of cash and cash equivalents held by our foreign subsidiaries. As of December 31, 2022, we had $244.6 million of cash and cash equivalents held by our joint ventures, of which $223.7 million was held by our foreign joint ventures.
As of December 31, 2023, we had $1.6 billion of cash and cash equivalents held by our foreign subsidiaries. As of December 31, 2023, we had $223.6 million of cash and cash equivalents held by our joint ventures, of which $196.6 million was held by our foreign joint ventures.
Further, as further discussed under Item 1A of this Annual Report under the caption “Risk Factors,” 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.
Further, as further discussed under Item 1A of this Annual Report under the caption “Risk Factors,” market volatility and disruption caused by inflation, rising interest rates and supply chain disruptions 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.
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).
Among other things, GTP Acquisition Partners and 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).
Summary cash flow information is set forth below for the years ended December 31, (in millions): 2022 2021 Net cash provided by (used for): Operating activities $ 3,696.2 $ 4,819.9 Investing activities (2,355.2) (20,692.2) Financing activities (1,423.2) 16,424.5 Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash (120.4) (70.3) Net (decrease) increase in cash and cash equivalents, and restricted cash $ (202.6) $ 481.9 We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site construction, managed network installations and acquisitions.
Summary cash flow information is set forth below for the years ended December 31, (in millions): 2023 2022 Net cash provided by (used for): Operating activities $ 4,722.4 $ 3,696.2 Investing activities (1,695.5) (2,355.2) Financing activities (3,097.4) (1,423.2) Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash 23.2 (120.4) Net decrease in cash and cash equivalents, and restricted cash $ (47.3) $ (202.6) We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site and data center construction, managed network installations and acquisitions.
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.
(2) If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any quarter, 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.
The decrease in the income tax provision for the year ended December 31, 2022 included the reversal of valuation allowances of $76.5 million in certain jurisdictions, as compared to a reversal of $26.2 million for the year ended December 31, 2021.
The income tax provision for the year ended December 31, 2023 included the reversal of valuation allowances of $87.2 million in certain foreign jurisdictions as compared to the reversal of valuation allowances of $76.5 million for the year ended December 31, 2022.
Total Other Expense Year Ended December 31, Percent Change 2022 vs 2021 2022 2021 Total other expense $ 631.6 $ 302.6 109 % Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses.
Total Other Expense Year Ended December 31, Percent Change 2023 vs 2022 2023 2022 Total other expense $ 1,503.6 $ 631.6 138 % Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses.
As of December 31, 2022, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, our $1.0 billion unsecured term loan, as amended and restated in December 2021 (the “2021 Term Loan”), our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) and our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”) were as follows: Bank Facility Outstanding Principal Balance 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) $ 3,788.7 June 30, 2025 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125% 2021 Credit Facility (4) 1,080.0 January 31, 2027 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125% 2021 Term Loan (4) 1,000.0 January 31, 2027 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125% 2021 EUR Three Year Delayed Draw Term Loan (5) 883.2 May 28, 2024 0.875% - 1.625% 0.000% - 0.625% 1.125% and 0.125% 2021 USD Two Year Delayed Draw Term Loan (4) 1,500.0 December 28, 2023 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125% _______________ (1) Represents interest rate above LIBOR for LIBOR based borrowings, interest rate above Euro Interbank Offer Rate (“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.
As of December 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) were as follows: Bank Facility Outstanding Principal Balance Maturity Date SOFR or EURIBOR borrowing interest rate range (1) Base rate borrowing interest rate range (1) Current margin over SOFR or EURIBOR and the base rate, respectively 2021 Multicurrency Credit Facility (2) $ 723.4 July 1, 2026 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125% 2021 Credit Facility (4) 1,603.4 July 1, 2028 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125% 2021 Term Loan (4) 1,000.0 January 31, 2027 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125% 2021 EUR Three Year Delayed Draw Term Loan (5) 910.7 May 28, 2024 0.875% - 1.625% 0.000% - 0.625% 1.125% and 0.125% _______________ (1) Represents interest rate above: (a) SOFR for SOFR based borrowings, (b) Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and (c) the defined base rate for base rate borrowings, in each case based on our debt ratings.
Segment revenue growth included an increase of $4.2 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $26.3 million related to fluctuations in Brazilian Real and $4.2 million related to fluctuations in Mexican Peso, partially offset by negative impacts of $13.8 million related to fluctuations in Colombian Peso and $13.3 million related to fluctuations in Chilean Peso.
Segment revenue growth included an increase of $98.6 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $69.3 million related to fluctuations in Mexican Peso, $25.4 million related to fluctuations in Brazilian Real and $4.0 million related to fluctuations in Chilean Peso, partially offset by negative impacts of $1.9 million related to fluctuations in Colombian Peso.
During the year ended December 31, 2022, we paid $5.69 per share, or $2.6 billion, to common stockholders of record. In addition, we declared a distribution of $1.56 per share, or $726.3 million, paid on February 2, 2023 to our common stockholders of record at the close of business on December 28, 2022.
During the year ended December 31, 2023, we paid $6.31 per share, or $2.9 billion, to our common stockholders of record. In addition, we declared a distribution of $1.70 per share, or $792.7 million, paid on February 1, 2024 to our common stockholders of record at the close of business on December 28, 2023.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and was partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $110.9 million.
The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and a decrease in SG&A, excluding the impact of stock-based compensation expense, of $6.2 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+1 added−2 removed3 unchanged
Biggest changeLong-Term Debt 2023 2024 2025 2026 2027 Thereafter Total Fair Value Fixed Rate Debt (a) $ 2,298.0 $ 2,155.4 $ 3,712.6 $ 3,336.6 $ 3,889.2 $ 14,541.9 $ 29,933.7 $ 26,131.6 Weighted-Average Interest Rate (a) 3.26 % 3.49 % 2.68 % 2.58 % 2.30 % 2.54 % Variable Rate Debt (b) $ 2,216.2 $ 883.2 $ 3,788.7 $ — $ 2,080.0 $ — $ 8,968.1 $ 8,961.8 Weighted-Average Interest Rate (b)(c) 4.71 % 2.73 % 4.68 % — % 5.46 % — % Interest Rate Swaps Hedged Fixed-Rate Notional Amount $ 500.0 $ — $ — $ — $ — $ — $ 500.0 $ (6.2) (d) Variable Rate Debt Rate (e) 5.18 % _______________ (a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; our senior unsecured notes (see note 8 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured notes), excluding the 3.000% Notes (as defined below); and other debt including finance leases.
Biggest changeLong-Term Debt 2024 2025 2026 2027 2028 Thereafter Total Fair Value Fixed Rate Debt (a) $ 2,273.3 $ 3,729.9 $ 3,354.1 $ 4,593.6 $ 6,078.8 $ 14,911.1 $ 34,940.8 $ 32,454.3 Weighted-Average Interest Rate (a) 3.78 % 2.67 % 2.58 % 2.54 % 4.03 % 3.19 % Variable Rate Debt (b) $ 914.2 $ — $ 723.4 $ 1,000.0 $ 1,603.4 $ — $ 4,241.0 $ 4,241.1 Weighted-Average Interest Rate (b)(c) 4.99 % — % 6.09 % 6.58 % 6.57 % — % _______________ (a) Fixed rate debt consisted of: Securities issued in the Trust Securitizations; Securities issued in the 2015-2 Securitization; our senior unsecured notes (see note 8 to our consolidated financial statements included in this Annual Report for a detailed description of all such senior unsecured notes); and other debt including finance leases.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following table provides information as of December 31, 2022 about our market risk exposure associated with changing interest rates. For long-term debt obligations, the table presents principal cash flows by maturity date and average interest rates related to outstanding obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following table provides information as of December 31, 2023 about our market risk exposure associated with changing interest rates. For long-term debt obligations, the table presents principal cash flows by maturity date and average interest rates related to outstanding obligations.
As of December 31, 2022, we have incurred intercompany debt that is not considered to be permanently reinvested, and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
As of December 31, 2023, we have incurred intercompany debt that is not considered to be permanently reinvested, and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded.
As of December 31, 2022, we have 7.3 billion EUR (approximately $7.8 billion) denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2022.
As of December 31, 2023, we have 7.5 billion EUR (approximately $8.3 billion) denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2023.
A 10% increase in current interest rates would result in an additional $42.4 million of interest expense for the year ended December 31, 2022. Foreign Currency Risk We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally.
A 10% increase in current interest rates would result in an additional $26.1 million of interest expense for the year ended December 31, 2023. Foreign Currency Risk We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally.
An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $40.5 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2022.
An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $35.6 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the year ended December 31, 2023.
For the year ended December 31, 2022, 43% of our revenues and 52% of our total operating expenses were denominated in foreign currencies.
For the year ended December 31, 2023, 44% of our revenues and 53% of our total operating expenses were denominated in foreign currencies.
For interest rate swaps, the table presents notional principal amounts and weighted-average interest rates (in millions, except percentages). For more information, see Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and note 8 to our consolidated financial statements included in this Annual Report.
For more information, see Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and note 8 to our consolidated financial statements included in this Annual Report.
(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on June 30, 2025; the 2021 Credit Facility, which matures on January 31, 2027; the 2021 Term Loan, which matures on January 31, 2027; the 2021 EUR Three Year Delayed Draw Term Loan, which matures on May 28, 2024; the 2021 USD Two Year Delayed Draw Term Loan, which matures on December 28, 2023; the 3.000% Notes; and other debt including the Nigeria Letters of Credit.
(b) Variable rate debt consisted of: the 2021 Multicurrency Credit Facility, which matures on July 1, 2026; the 2021 Credit Facility, which matures on Ju1y 1, 2028; the 2021 Term Loan, which matures on January 31, 2027; the 2021 EUR Three Year Delayed Draw Term Loan, which matures on May 28, 2024; and other debt including the Nigeria Letters of Credit.
Variable rate debt as of December 31, 2022 consisted of $3.8 billion under the 2021 Multicurrency Credit Facility, $1.1 billion under the 2021 Credit Facility, $1.0 52 Table of Contents billion under the 2021 Term Loan, $883.2 million under the 2021 EUR Three Year Delayed Draw Term Loan, $1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan, $500.0 million under the interest rate swap agreements related to the 3.000% Notes and $16.2 million under the Nigeria Letters of Credit.
Variable rate debt as of December 31, 2023 consisted of $723.4 million under the 2021 Multicurrency Credit Facility, $1.6 billion under the 2021 Credit Facility, $1.0 billion under the 2021 Term Loan, $910.7 million under the 2021 EUR Three Year Delayed Draw Term Loan, and $3.4 million 56 Table of Contents under the Nigeria Letters of Credit.
These swaps have been designated as fair value hedges, have an aggregate notional amount of $500.0 million, have an interest rate of one-month LIBOR plus applicable spreads and expire in June 2023. Changes in interest rates can cause interest charges to fluctuate on our variable rate debt.
(c) Based on rates effective as of December 31, 2023. Interest Rate Risk Changes in interest rates can cause interest charges to fluctuate on our variable rate debt.
Removed
(c) Based on rates effective as of December 31, 2022. (d) As of December 31, 2022, the interest rate swap agreements in the United States were included in Accrued expenses on the consolidated balance sheet. (e) Represents the weighted average variable rate of interest based on contractual notional amount as a percentage of total notional amounts.
Added
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Item 15 (a). ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
Removed
Interest Rate Risk As of December 31, 2022, we had three interest rate swap agreements related to a portion of our 3.000% senior unsecured notes due 2023 (the “3.000% Notes”).

Other AMT 10-K year-over-year comparisons