4 unchanged sentences
Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of December 31, 2021 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Table of Conten ts
Management’s Annual Report on Internal Control over Financial Reporting
2 unchanged sentences
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.
−Removed: As discussed in Item 1 of this Annual Report under the caption “Business” and in note 7 to our consolidated financial statements included in this Annual Report, we completed the InSite Acquisition on December 23, 2020.
−Removed: As permitted by the rules and regulations of the SEC, we excluded from our assessment the internal control over financial reporting at InSite, whose financial statements reflect total assets and revenues constituting 8% and 0%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, 2020.
+Added: As discussed in Item 1 of this Annual Report under the caption “Business” and in note 6 to our consolidated financial statements included in this Annual Report, we completed the Telxius Acquisition in June 2021 and August 2021 and the CoreSite Acquisition in December 2021.
+Added: As permitted by the rules and regulations of the SEC, we excluded from our assessment the internal control over financial reporting at (i) Telxius, whose financial statements reflect total assets and revenues constituting 17% and 4%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, 2021, and (ii) CoreSite, whose financial statements reflect total assets and revenues constituting 16% and 0%, respectively, of the consolidated financial statement amounts as of, and for the year ended, December 31, 2021.
In making its assessment of internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .
3 unchanged sentences
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As set forth above, we excluded from our assessment the internal control over financial reporting at InSite for the year ended December 31, 2020.
−Removed: We consider InSite material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of InSite into our internal control structure.
+Added: As set forth above, we excluded from our assessment the internal control over financial reporting at Telxius and CoreSite for the year ended December 31, 2021.
+Added: We consider Telxius and CoreSite material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of Telxius and CoreSite into our internal control structure.
+Added: Table of Conten ts
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
4 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at InSite Wireless Group, LLC (“InSite”), which was acquired on December 23, 2020, and whose financial statements constitute 8% of total assets and 0% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at InSite.
+Added: As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Telxius Telecom, S.A., which was acquired in June and August 2021 and whose financial statements constitute 17% of total assets and 4% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
+Added: Management also excluded from its assessment the internal control over financial reporting at CoreSite Realty Corporation which was acquired in December 2021 and whose financial statements constitute 16% of total assets and 0% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Telxius or CoreSite.
Basis for Opinion
17 unchanged sentences
February 24, 2022
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
+Added: Not applicable.
+Added: Table of Conten ts
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 unchanged sentences
Edmund DiSanto 69 Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
−Removed: 57 Senior Vice President and Chief Accounting Officer
+Added: Meyer 58 Senior Vice President and Chief Accounting Officer
Olivier Puech 54 Executive Vice President and President, Latin America and EMEA
−Removed: Amit Sharma 70 Executive Vice President and President, Asia
+Added: Sanjay Goel 54 Executive Vice President and President, Asia-Pacific
Vondran 51 Executive Vice President and President, U.S.
11 unchanged sentences
Bartlett is a member of the World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors, the National Association of Real Estate Investment Trust (NAREIT) Executive Committee and the Business Roundtable.
−Removed: He currently serves on the Board of Directors of Equinix, Inc., sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School, is a member of the New England Technology Executive Summit and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.
+Added: He currently sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School, is a member of the New England Technology Executive Summit and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.
He earned an M.B.A.
19 unchanged sentences
DiSanto became a member of the Board of Directors of the Business Council for International Understanding.
−Removed: DiSanto also currently serves as a Strategic Officer at the World Economic Forum and in 2020, Mr.
+Added: DiSanto also serves as the Strategic Officer for the Company at the World Economic Forum.
+Added: DiSanto was admitted to the bar of the United States Supreme Court and in 2020, Mr.
DiSanto was named to the Board of the U.S.-India Business Council.
−Removed: is our Senior Vice President and Chief Accounting Officer.
+Added: Meyer is our Senior Vice President and Chief Accounting Officer.
Meyer joined us in August 2008 as our Senior Vice President, Finance and Corporate Controller and served in that role until January 2020 when he was appointed to his current position.
2 unchanged sentences
Meyer also served as Corporate Controller and Vice President of Finance while at Bright Horizons.
−Removed: Prior to that, from 1997 to 1998,
+Added: Prior to that, from 1997 to 1998, Mr.
Meyer served as Director of Financial Planning and Analysis at First Security Services Corp.
−Removed: Meyer earned a Masters in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.
+Added: Meyer earned a Masters
+Added: Table of Conten ts
+Added: in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.
Olivier Puech is our Executive Vice President and President, Latin America and EMEA.
6 unchanged sentences
Puech holds a Bachelor’s degree in International Business Administration from Ecole Supérieure De Commerce in Marseille, in France.
−Removed: In June 2019, Mr.
−Removed: Puech was appointed by the U.S.
−Removed: Secretary of Commerce to serve on the President’s Advisory Council on Doing Business in Africa.
He is fluent in English, French, Spanish, Italian and Portuguese.
−Removed: Amit Sharma is our Executive Vice President and President, Asia.
−Removed: Sharma joined us in September 2007.
−Removed: Prior to joining us, from 1992, Mr.
−Removed: Sharma worked at Motorola, where he led country teams in India and Southeast Asia, including as Country President, India and as Head of Strategy, Asia-Pacific.
−Removed: Sharma also served on Motorola’s Asia-Pacific Board and was a member of its senior leadership team.
−Removed: Previously, Mr.
−Removed: Sharma worked at GE Capital, serving as Vice President, Strategy and Business Development, and prior to that, with McKinsey, New York, serving as a core member of the firm's Electronics and Marketing Practices.
−Removed: Sharma earned an M.B.A.
−Removed: in International Business from the Wharton School, University of Pennsylvania, where he was on the Dean’s List and the Director’s Honors List.
−Removed: Sharma also holds a Master of Science in Computer Science from the Moore School, University of Pennsylvania, and a Bachelor of Technology in Mechanical Engineering from the Indian Institute of Technology.
+Added: Sanjay Goel is our Executive Vice President and President, Asia-Pacific.
+Added: Goel joined us in March 2021.
+Added: Prior to joining us, Mr.
+Added: Goel was with Nokia, where he started in the mobile networks division in 2001.
+Added: During his time at Nokia, he held various sales and business management positions, including Head of the Managed Services Business Line for Asia Pacific, Japan and India and Vice President of the Global Services Business Unit, APAC and Japan.
+Added: Goel also led Nokia’s Global Services business across Asia, the Middle East and Africa, and created a new sales and business development division within Global Services, based in Finland.
+Added: Most recently, he served as President of the Global Services business group and Nokia Operations.
+Added: Goel began his career at ABB and IBM, prior to joining Nokia.
+Added: He holds a Bachelor’s degree in Engineering with specialization in Electronics and Communications from Manipal Institute of Technology.
Vondran is our Executive Vice President and President, U.S.
21 unchanged sentences
Information required by this item pursuant to Item 407(a) of SEC Regulation S-K relating to director independence is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
+Added: Table of Conten ts
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information under “Independent Auditor Fees and Other Matters” from the Definitive Proxy Statement is incorporated herein by reference.
+Added: Table of Conten ts
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
17 unchanged sentences
8-K 001-14195 August 25, 2011 2.1
+Added: 2.2 Agreement and Plan of Merger, dated November 14, 2021, by and among the Company, American Tower Investments LLC, Appleseed Holdco LLC, Applesee d Merger Sub LLC, Appleseed OP Merger Sub LLC, CoreSite and CoreSite, L.P.
+Added: 8-K 001-14195 November 15, 2021 2.1
3.1 Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, effective as of December 31, 2011
10 unchanged sentences
S-3ASR 333-166805 May 13, 2010 4.3
−Removed: 4.2 Supplemental Indenture No.
−Removed: 4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and among, the Predecessor Registrant, the Company and The Bank of New York Mellon Trust Company N.A., as Trustee
−Removed: 8-K 001-14195 January 3, 2012 4.6
+Added: Table of Conten ts
Incorporated By Reference
2 unchanged sentences
4.2 Supplemental Indenture No.
−Removed: 5, dated as of March 12, 2012, to Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 4.70% Senior Notes due 2022
−Removed: 8-K 001-14195 March 12, 2012 4.1
+Added: 4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and among , the Company , American Tower REIT, Inc.
+Added: and The Bank of New York Mellon Trust Company N.A., as Trustee
+Added: 8-K 001-14195 January 3, 2012 4.6
4.3 Supplemental Indenture No.
22 unchanged sentences
6, dated as of September 30, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S.
−Removed: Bank National Association, as Trustee, for the 2.250% Senior Notes due 2022 and the 3.125% Senior Notes due 2027
+Added: Bank National Association, as Trustee, for the 3.125% Senior Notes due 2027
8-K 001-14195 September 30, 2016 4.1
4.10 Supplemental Indenture No.
−Removed: 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and between the Company, U.S.
+Added: 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and among the Company, U.S.
Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.375% Senior Notes due 2025
8 unchanged sentences
8-K 001-14195 December 8, 2017 4.1
+Added: Table of Conten ts
Incorporated By Reference
2 unchanged sentences
4.13 Supplemental Indenture No.
−Removed: 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by and between the Company and U.S.
+Added: 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by and among the Company and U.S.
Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.950% Senior Notes due 2026
24 unchanged sentences
4.20 Supplemental Indenture No.
−Removed: 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by and between the Company, U.S.
+Added: 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by and among the Company, U.S.
Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032
8 unchanged sentences
8-K 001-14195 November 20, 2020 4.1
+Added: Table of Conten ts
Incorporated By Reference
1 unchanged sentence
Date of Filing Exhibit No.
+Added: 4.23 Supplemental Indenture No.
+Added: 8, dated as of March 29, 2021, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S.
+Added: Bank National Association, as Trustee, for the 1.600% Senior Notes due 2026 and the 2.700% Senior Notes due 2031
+Added: 8-K 001-14195 March 29, 2021 4.1
+Added: 4.24 Supplemental Indenture No.
+Added: 9, dated as of May 21, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S.
+Added: Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.450% Senior Notes due 2027, the 0.875% Senior Notes due 2029 and the 1.250% Senior Notes due 2033
+Added: 8-K 001-14195 May 21, 2021 4.1
+Added: 4.25 Supplemental Indenture No.
+Added: 10, dated as of September 27, 2021, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S.
+Added: Bank National Association, as Trustee, for the 1.450% Senior Notes due 2026 and the 2.300% Senior Notes due 2031
+Added: 8-K 001-14195 September 27, 2021 4.1
+Added: 4.26 Supplemental Indenture No.
+Added: 11, dated as of October 5, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S.
+Added: Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.400% Senior Notes due 2027 and the 0.950% Senior Notes due 2030
+Added: 8-K 001-14195 October 5, 2021 4.1
4.27 Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as Obligors, and The Bank of New York Mellon, as Trustee
5 unchanged sentences
10.1 American Tower Corporation 2000 Employee Stock Purchase Plan, as amended and restated
−Removed: 10-K 001-14195 March 1, 2010 10.5
+Added: 10-Q 001-14195 October 28, 2021 10.1
10.2* American Tower Corporation 2007 Equity Incentive Plan
2 unchanged sentences
8-K 001-14195 March 14, 2017 10.1
−Removed: 10.4* Form of Notice of Grant of Nonqualified Stock Option and Option Agreement (U.S.
−Removed: Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
−Removed: 10-K 001-14195 February 27, 2013 10.6
10.4* Form of Restricted Stock Unit Agreement (Non-U.S.
1 unchanged sentence
10-K 001-14195 February 27, 2013 10.9
+Added: Table of Conten ts
+Added: Incorporated By Reference
+Added: Description of Document Form File No.
+Added: Date of Filing Exhibit No.
10.5* Form of Notice of Grant of Restricted Stock Units and RSU Agreement (U.S.
8 unchanged sentences
10.8* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S.
−Removed: Employee) (For grants made before 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
−Removed: 8-K 001-14195 July 31, 2018 10.1
−Removed: Incorporated By Reference
−Removed: Description of Document Form File No.
−Removed: Date of Filing Exhibit No.
−Removed: 10.10* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S.
−Removed: Employee) (For grants made beginning 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
+Added: Employee) (For grants made March 11, 2019 - April 10, 2020 ) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
10-K 001-14195 February 27, 2019 10.14
2 unchanged sentences
8-K/A 001-14195 April 16, 2020 10.1
+Added: 10.10* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S.
+Added: Employee) (For grants made beginning June 1, 2021) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
+Added: 10-Q 001-14195 July 29, 2021 10.1
10.11 Second Amended and Restated Loan and Security Agreement, dated as of March 29, 2018, by and between American Tower Asset Sub, LLC and American Tower Assets Sub II, LLC, as Borrowers, and U.S.
10 unchanged sentences
10-Q 001-14195 May 2, 2018 10.4
+Added: Table of Conten ts
+Added: Incorporated By Reference
+Added: Description of Document Form File No.
+Added: Date of Filing Exhibit No.
10.15 Agreement to Sublease by and among ALLTEL Communications, Inc.
9 unchanged sentences
8-K 001-14195 March 3, 2021 Item 5.02(e)
−Removed: Incorporated By Reference
−Removed: Description of Document Form File No.
−Removed: Date of Filing Exhibit No.
−Removed: 10.20* Summary Compensation Information for Newly Appointed Chief Executive Officer and Chief Financial Officer
−Removed: 8-K/A 001-14195 April 16, 2020 Item 5.02(c)
10.19 Form of Waiver and Termination Agreement
4 unchanged sentences
10-K 001-14195 March 1, 2010 10.36
−Removed: 10.24* Assignment Letter Agreement, dated February 1, 2018, by and between the Company and Amit Sharma
−Removed: 10-K 001-14195 February 27, 2019 10.31
−Removed: 10.25* Employment Letter Agreement, dated February 1, 2018, by and between the Company and Amit Sharma
−Removed: 10-K 001-14195 February 27, 2019 10.32
−Removed: 10.26* Letter Agreement, dated as of April 24, 2020, by and between the Company and Thomas A.
−Removed: 10-Q 001-14195 July 30, 2020 10.3
−Removed: 10.27* Letter Agreement, dated as of April 24, 2020, by and between the Company and Rodney M.
−Removed: 10-Q 001-14195 July 30, 2020 10.4
−Removed: 10.28* Letter Agreement, dated as of September 15, 2018, by and between the Company and Olivier Puech
−Removed: Filed herewith as Exhibit 10.28 — — —
10.22 Second Amended and Restated Multicurrency Revolving Credit Agreement, dated as of February 10, 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
−Removed: Filed herewith as Exhibit 10.29 — — —
+Added: 10-K 001-14195 February 25, 2021 10.29
10.23 Third Amended and Restated Revolving Credit Agreement, dated as of February 10, 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
−Removed: Filed herewith as Exhibit 10.30 — — —
+Added: 10-K 001-14195 February 25, 2021 10.30
+Added: Table of Conten ts
Incorporated By Reference
5 unchanged sentences
10.25 First Amendment to Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, and certain other lenders under the Company’s Amended and Restated Term Loan Agreement, dated as of December 20, 2019
+Added: 10-K 001-14195 February 25, 2021 10.32
+Added: 10.26 364-Day 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.
+Added: 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
+Added: 10-K 001-14195 February 25, 2021 10.44
+Added: 10.27 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.
+Added: 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
+Added: 10-K 001-14195 February 25, 2021 10.45
+Added: 10.28 First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021
Filed herewith as Exhibit 10.28 — — —
+Added: Table of Conten ts
+Added: Incorporated By Reference
+Added: Description of Document Form File No.
+Added: Date of Filing Exhibit No.
+Added: 10.29 Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents
+Added: Filed herewith as Exhibit 10.29 — — —
+Added: 10.30 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents
+Added: Filed herewith as Exhibit 10.30 — — —
+Added: 10.31 Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent;
+Added: 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
+Added: Filed herewith as Exhibit 10.31 — — —
+Added: 10.32 364-Day Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd.
+Added: 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
+Added: Filed herewith as Exhibit 10.32 — — —
+Added: Table of Conten ts
+Added: Incorporated By Reference
+Added: Description of Document Form File No.
+Added: Date of Filing Exhibit No.
+Added: 10.33 2-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd.
+Added: 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
+Added: Filed herewith as Exhibit 10.33 — — —
10.34 Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc.
10 unchanged sentences
10-Q 001-14195 April 30, 2015 10.11
−Removed: 10.38 Shareholders Agreement, dated as of October 21, 2015, by and amongst Viom Networks Limited, Tata Sons Limited, Tata Teleservices Limited, IDFC Private Equity Fund III, Macquarie SBI Infrastructure Investments Pte Limited, SBI Macquarie Infrastructure Trust and ATC Asia Pacific Pte.
−Removed: 10-K 001-14195 February 26, 2016 10.53
10.39 Securities Purchase Agreement, dated as of November 4, 2020, by and among IWG Holdings, LLC, American Tower Investments LLC and IWG Rep, LLC
−Removed: Filed herewith as Exhibit 10.39 — — —
+Added: 10-K 001-14195 February 25, 2021 10.39
10.40 First Amendment to Securities Purchase Agreement, dated as of December 22, 2020, by and among IWG Holdings, LLC, American Tower Investments LLC and IWG Rep, LLC
−Removed: Filed herewith as Exhibit 10.40 — — —
−Removed: Incorporated By Reference
−Removed: Description of Document Form File No.
−Removed: Date of Filing Exhibit No.
+Added: 10-K 001-14195 February 25, 2021 10.40
10.41 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.
−Removed: Filed herewith as Exhibit 10.41 — — —
+Added: 10-K 001-14195 February 25, 2021 10.41
10.42 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.
−Removed: Filed herewith as Exhibit 10.42 — — —
−Removed: 10.43 Commitment Letter, dated as of January 13, 2021, among the Company, Bank of America, N.A.
−Removed: and BofA Securities, Inc.
−Removed: Filed herewith as Exhibit 10.43 — — —
−Removed: 10.44 364-Day 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.
−Removed: 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
−Removed: Filed herewith as Exhibit 10.44 — — —
−Removed: 10.45 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.
−Removed: 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
−Removed: Filed herewith as Exhibit 10.45 — — —
+Added: 10-K 001-14195 February 25, 2021 10.42
21 Subsidiaries of the Company
Filed herewith as Exhibit 21 — — —
+Added: Table of Conten ts
+Added: Incorporated By Reference
+Added: Description of Document Form File No.
+Added: Date of Filing Exhibit No.
23 Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP
2 unchanged sentences
Filed herewith as Exhibit 31.1 — — —
−Removed: Incorporated By Reference
−Removed: Description of Document Form File No.
−Removed: Date of Filing Exhibit No.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
FORM 10-K SUMMARY
+Added: Table of Conten ts
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of February, 2022.
2 unchanged sentences
President and Chief Executive Officer
+Added: Table of Conten ts
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
6 unchanged sentences
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 24, 2022
+Added: / S / TERESA H.
+Added: Director February 24, 2022
/ S / RAYMOND P.
19 unchanged sentences
THOMPSON Director February 24, 2022
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID No.
Consolidated Balance Sheets as of December 31, 2021 and 2020
4 unchanged sentences
Notes to Consolidated Financial Statements
+Added: Table of Conten ts
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
16 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Revenue Recognition for Significant Contract Modifications - Refer to Notes 1 and 4 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: The Company’s contracts with major tenants are often governed by a master lease agreement that contains terms and provisions governing the tenant’s right to use the Company’s telecommunications sites and the land on which the sites are located (the “lease component”) and the tenant’s responsibility for reimbursement of various costs incurred by the Company in operating the telecommunications towers and supporting the tenant’s equipment as well as other services and contractual rights (the “non-lease components”).
−Removed: The master lease agreements contain both lease and non-lease components, may contain unusual or non-standard terms, and often pertain to many of the Company’s telecommunications sites.
−Removed: In the current year, the Company amended a master lease agreement with a major tenant.
−Removed: Management of the Company exercised significant judgment in determining the appropriate revenue recognition for the amended master lease agreement, including the following:
−Removed: • Determination of the lease and non-lease components and whether they should be accounted for as a combined lease component or separately.
−Removed: • Determination of the stand-alone selling prices for each performance obligation in the master lease agreement if not accounted for with the lease component.
−Removed: • Determination of the fixed and variable consideration in the master lease agreement, the impact of cancellation and renewal provisions, the estimated term of each of the individual contracts impacted by the master lease agreement, and the pattern of recognition for each lease component or performance obligation.
−Removed: We identified the amended master lease agreement with a major tenant as a critical audit matter because the audit effort required to evaluate the Company’s judgments in determining the appropriate revenue recognition for the impact of a multi-faceted, complex master lease agreement entered into with the major tenant was extensive.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our principal audit procedures related to the Company’s amended master lease agreement with the major tenant included the following:
−Removed: • We tested the effectiveness of internal controls related to the Company’s process for evaluating the proper accounting for the master lease agreement.
−Removed: • We evaluated the Company’s significant accounting policies related to the master lease agreement for reasonableness and compliance with the applicable accounting standards.
−Removed: • We evaluated the master lease agreement and performed the following procedures:
−Removed: ◦ Obtained and evaluated the documents that were part of the overall master lease agreement.
−Removed: ◦ Tested the Company’s identification of the significant terms for completeness and accuracy, including the identification of the lease and non-lease components, cancellation and renewal provisions, estimated term and fixed and variable consideration.
−Removed: ◦ Assessed the terms and provisions in the master lease agreement and evaluated the appropriateness of the Company’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.
−Removed: • We tested the mathematical accuracy of the Company’s determination of revenue and the associated timing of revenue recognized in the financial statements.
−Removed: InSite Wireless Group, LLC Acquisition – Refer to Notes 1, 5 and 7 to the financial statements
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Telxius Acquisition – Refer to Notes 1, 5 and 6 to the financial statements
Critical Audit Matter Description
−Removed: The Company completed the acquisition of InSite Wireless Group, LLC (“InSite”) for the total consideration of $3.5 billion on December 23, 2020.
−Removed: The Company accounted for the transaction with InSite under the acquisition method of accounting for business combinations.
−Removed: Accordingly, the purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their respective fair values on the acquisition date including property, plant & equipment of $516 million, intangible assets of $1,783 million, income tax liabilities of $117 million and goodwill of $1,354 million.
−Removed: Of the identified intangible assets acquired, the most significant included tenant relationship intangible assets of $1,160 million and network location intangible assets of $623 million.
−Removed: The Company estimated the fair value of these two intangible assets using the multi-period excess earnings method, which is a discounted cash flow method that required the Company to make significant estimates and assumptions related to future cash flows, including those related to tenant growth and attrition rates, long-term growth rates, and discount rate.
−Removed: We identified the tenant relationship and network location intangible assets for InSite as a critical audit matter because of the significant estimates and assumptions the Company makes to calculate fair value of these assets for purposes of recording the acquisition.
−Removed: This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the Company’s forecasts of future cash flows as well as the selection of the tenant growth and attrition rates, long-term growth rates and discount rates, including the need to involve our internal fair value specialists.
+Added: The Company completed the Telxius Acquisition (as defined in note 6 to the financial statements) in two closings during June and August 2021 for the total consideration of $9.6 billion.
+Added: The Company accounted for the Telxius Acquisition under the acquisition method of accounting for business combinations.
+Added: Accordingly, the purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their respective fair values on the acquisition date including property, plant & equipment of $1,415 million, intangible assets of $6,043 million, a deferred tax liability of $1,195 million and goodwill of $3,517 million.
+Added: Of the identified intangible assets acquired, the most significant judgements used were in the valuation of tenant relationship intangible assets of $5,371 million and network location intangible assets of $672 million.
+Added: The Company estimated the fair value of these two intangible assets using the multi-period excess earnings method, which is a discounted cash flow method that required the Company to make significant estimates and assumptions related to future cash flows, including those related to tenant growth rates, and discount rate.
+Added: We identified the valuation of the tenant relationship and network location intangible assets for the Telxius Acquisition as a critical audit matter because of the significant estimates and assumptions the Company makes to calculate the fair value of these assets for purposes of recording the acquisition.
+Added: This required a high degree of auditor judgment and an increased extent of
+Added: Table of Conten ts
+Added: effort when performing audit procedures to evaluate the reasonableness of the Company’s forecasts of future cash flows as well as the selection of the tenant growth rates and discount rates, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our principal audit procedures related to the forecasts of future cash flows for the intangible assets and the selection of the tenant growth and attrition rates, long-term growth rates and discount rates included the following:
−Removed: • We tested the effectiveness of controls over the purchase price allocation, including controls over the Company’s projections of future cash flows and the selection of tenant growth and attrition rates, long-term growth rates and discount rates utilized in determining the fair value of the intangible assets.
−Removed: • We evaluated the reasonableness of the Company’s projections of future cash flows, including the selection of tenant growth and attrition rates by comparing the assumptions used in the projections to those of the in-place lease contracts assumed, external market sources, historical data of the Company’s similar contractual relationships, and results from other areas of the audit.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, long-term growth rates and discount rates by:
−Removed: ◦ Testing the source information underlying the determination of the long-term growth rates and discount rates and testing the mathematical accuracy of the calculations.
−Removed: ◦ Developing a range of independent estimates for the discount rate and comparing those to the discount rate selected by the Company.
+Added: Our principal audit procedures related to the forecasts of future cash flows for the intangible assets and the selection of the tenant growth rates and discount rates included the following, among others:
+Added: • We tested the effectiveness of controls over the purchase price allocation, including controls over the Company’s projections of future cash flows and the selection of tenant growth rates and discount rates utilized in determining the fair value of the intangible assets.
+Added: • We evaluated the reasonableness of the Company’s projections of future cash flows, including the selection of tenant growth rates by comparing the assumptions used in the projections to those of the in-place lease contracts assumed, external market sources, historical data of the Company’s similar contractual relationships, internal communications to management and the Board of Directors, and results from other areas of the audit.
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, tenant growth rates and discount rates by:
+Added: ◦ Testing the source information underlying the determination of the tenant growth rates and discount rates and testing the mathematical accuracy of the calculations.
+Added: ◦ Developing a range of independent estimates for the tenant growth rates and discount rates and comparing those to the rates selected by the Company.
+Added: • We evaluated the adequacy of the Company’s disclosures in the financial statements related to the acquisition.
/s/ Deloitte & Touche LLP
2 unchanged sentences
We have served as the Company’s auditor since 1997.
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
42 unchanged sentences
Accumulated other comprehensive loss ( 4,738.9 ) ( 3,759.4 )
−Removed: Treasury stock ( 10,915 and 10,651 shares at cost, respectively)
+Added: Treasury stock ( 10,915 shares at cost)
( 1,282.4 ) ( 1,282.4 )
4 unchanged sentences
See accompanying notes to consolidated financial statements.
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
16 unchanged sentences
OTHER INCOME (EXPENSE):
−Removed: Interest expense, TV Azteca — — ( 0.1 )
Interest income 40.4 39.7 46.8
1 unchanged sentence
Loss on retirement of long-term obligations ( 38.2 ) ( 71.8 ) ( 22.2 )
−Removed: Other (expense) income (including foreign currency (losses) gains of $( 216.4 ), $ 6.1 , and $( 4.5 ), respectively)
+Added: Other income (expense) (including foreign currency gains (losses) of $ 557.9 , $( 216.4 ), and $ 6.1 respectively)
566.1 ( 240.8 ) 17.6
3 unchanged sentences
NET INCOME 2,567.6 1,691.5 1,916.6
−Removed: Net income attributable to noncontrolling interests ( 0.9 ) ( 28.8 ) ( 28.3 )
−Removed: NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS 1,690.6 1,887.8 1,236.4
−Removed: Dividends on preferred stock — — ( 9.4 )
+Added: Net loss (income) attributable to noncontrolling interests 0.1 ( 0.9 ) ( 28.8 )
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $ 2,567.7 $ 1,690.6 $ 1,887.8
6 unchanged sentences
See accompanying notes to consolidated financial statements.
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
8 unchanged sentences
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $ 0
−Removed: Adjustment to redeemable noncontrolling interest — — 78.8
−Removed: Purchase of noncontrolling interest — — 0.5
−Removed: Foreign currency translation adjustments, net of tax expense (benefit) of $ 0.0 , $ 0.5 , and $( 2.6 ), respectively.
+Added: Foreign currency translation adjustments, net of tax (benefit) expense of $( 0.0 ), $ 0.0 , and $ 0.5 , respectively.
( 1,150.2 ) ( 701.5 ) ( 157.9 )
1 unchanged sentence
Comprehensive income 1,417.5 990.1 1,758.8
−Removed: Comprehensive (income) loss attributable to noncontrolling interests ( 26.1 ) 3.8 96.9
−Removed: Allocation of accumulated other comprehensive income resulting from purchases of noncontrolling interests and redeemable noncontrolling interest ( 209.2 ) ( 55.5 ) —
+Added: Comprehensive loss (income) attributable to noncontrolling interests 169.6 ( 26.1 ) 3.8
+Added: Allocation of accumulated other comprehensive income (loss) resulting from purchases of noncontrolling interest and redeemable noncontrolling interests 1.1 ( 209.2 ) ( 55.5 )
Comprehensive income attributable to American Tower Corporation stockholders $ 1,588.2 $ 754.8 $ 1,707.1
See accompanying notes to consolidated financial statements.
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(in millions, share counts in thousands)
−Removed: Preferred Stock - Series B Common Stock Treasury Stock Additional
+Added: Common Stock Treasury Stock Additional
Capital Accumulated Other
3 unchanged sentences
Interests Total
−Removed: Issued Shares Amount Issued
Shares Amount Shares Amount
2 unchanged sentences
Issuance of common stock—stock purchase plan 73 0.0 — — 11.3 — — — 11.3
−Removed: Conversion of preferred stock ( 1,375 ) ( 0.0 ) 12,020 0.1 — — ( 0.1 ) — — — 0.0
Treasury stock activity — — ( 94 ) ( 19.6 ) — — — — ( 19.6 )
2 unchanged sentences
Foreign currency translation adjustment, net of tax — — — — — ( 125.3 ) — ( 24.3 ) ( 149.6 )
−Removed: Adjustment to redeemable noncontrolling interest — — — — — — ( 50.7 ) 78.8 — — 28.1
Distributions to noncontrolling interest — — — — — — — ( 14.6 ) ( 14.6 )
Purchase of noncontrolling interest — — — — ( 49.5 ) ( 3.1 ) — ( 15.9 ) ( 68.5 )
−Removed: Impact of revenue recognition standard adoption — — — — — — — — 38.4 — 38.4
+Added: Reclassification to redeemable noncontrolling interest — — — — ( 420.5 ) — — ( 102.5 ) ( 523.0 )
+Added: Purchase of redeemable noncontrolling interest — — — — 52.4 ( 52.4 ) — — —
Common stock distributions declared — — — — — — ( 1,680.4 ) — ( 1,680.4 )
−Removed: Preferred stock dividends declared — — — — — — — — ( 18.9 ) — ( 18.9 )
+Added: Impact of lease accounting standard adoption — — — — — — ( 24.7 ) — ( 24.7 )
Net income — — — — — — 1,887.8 28.8 1,916.6
7 unchanged sentences
Distributions to noncontrolling interest — — — — — — — ( 8.9 ) ( 8.9 )
−Removed: Purchase of noncontrolling interest — — — — — — ( 49.5 ) ( 3.1 ) — ( 15.9 ) ( 68.5 )
−Removed: Reclassification to redeemable noncontrolling interest — — — — — — ( 420.5 ) — — ( 102.5 ) ( 523.0 )
−Removed: Purchase of redeemable noncontrolling interest — — — — — — 52.4 ( 52.4 ) — — —
+Added: Purchases of redeemable noncontrolling interests — — — — 209.2 ( 209.2 ) — — —
Common stock distributions declared — — — — — — ( 2,016.8 ) — ( 2,016.8 )
−Removed: Impact of lease accounting standard adoption — — — — — — — — ( 24.7 ) — ( 24.7 )
Net income — — — — — — 1,690.6 8.3 1,698.9
2 unchanged sentences
Issuance of common stock- stock purchase plan 68 0.0 — — 14.3 — — — 14.3
−Removed: Treasury stock activity — — — — ( 264 ) ( 56.0 ) — — — — ( 56.0 )
+Added: Issuance of common stock 9,900 0.1 — — 2,361.7 — — — 2,361.8
Changes in fair value of cash flow hedges, net of tax — — — — — ( 0.0 ) — — ( 0.0 )
1 unchanged sentence
Foreign currency translation adjustment, net of tax — — — — — ( 980.7 ) — ( 163.4 ) ( 1,144.1 )
−Removed: Distributions to noncontrolling interest — — — — — — — — — ( 8.9 ) ( 8.9 )
+Added: Adjustment to noncontrolling interest — — — — ( 648.4 ) 47.4 — 601.0 —
+Added: Contributions from noncontrolling interest holders — — — — — — — 3,078.2 3,078.2
+Added: Distributions to noncontrolling interest holders — — — — ( 214.9 ) — — ( 3.1 ) ( 218.0 )
+Added: Redemption of noncontrolling interest 26 0.0 — — 1.7 — — ( 1.7 ) —
Purchases of redeemable noncontrolling interests — — — — 84.2 ( 46.3 ) — — 37.9
+Added: Purchase of noncontrolling interest — — — — — — — 10.2 10.2
Common stock distributions declared — — — — — — ( 2,367.1 ) — ( 2,367.1 )
−Removed: Net income — — — — — — — — 1,690.6 8.3 1,698.9
+Added: Net income (loss) — — — — — — 2,567.7 ( 7.7 ) 2,560.0
BALANCE, DECEMBER 31, 2021 466,687 $ 4.7 ( 10,915 ) $ ( 1,282.4 ) $ 12,240.2 $ ( 4,738.9 ) $ ( 1,142.4 ) $ 3,988.4 $ 9,069.6
+Added: _______________
+Added: (1) For the year ended December 31, 2021, Additional-Paid in Capital includes $ 17.1 million related to the CoreSite Replacement Awards (as described in note 6).
See accompanying notes to consolidated financial statements.
+Added: Table of Conten ts
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions)
19 unchanged sentences
Unearned revenue 743.8 60.7 2.5
−Removed: Deferred rent liability — — 57.9
Other non-current liabilities 5.4 ( 0.2 ) 0.1
5 unchanged sentences
Payments for short-term investments — — ( 355.9 )
+Added: Payment for investments in equity securities ( 25.0 ) — —
Deposits and other ( 0.9 ) 26.6 ( 64.2 )
4 unchanged sentences
Proceeds from term loans 7,347.0 1,940.0 1,300.0
−Removed: Proceeds from issuance of securities in securitization transaction — — 500.0
−Removed: Repayments of notes payable, credit facilities, term loans, senior notes, secured debt, finance leases and capital leases ( 13,875.4 ) ( 9,225.3 ) ( 4,884.8 )
−Removed: Distributions to noncontrolling interest holders, net ( 12.3 ) ( 11.8 ) ( 14.4 )
+Added: Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases ( 13,178.1 ) ( 13,875.4 ) ( 9,225.3 )
+Added: Contributions from noncontrolling interest holders 3,078.2 — —
+Added: Distributions to noncontrolling interest holders ( 223.2 ) ( 12.3 ) ( 11.8 )
Purchases of common stock — ( 56.0 ) ( 19.6 )
1 unchanged sentence
Distributions paid on common stock ( 2,271.0 ) ( 1,928.2 ) ( 1,603.0 )
−Removed: Distributions paid on preferred stock — — ( 18.9 )
+Added: Proceeds from the issuance of common stock, net 2,361.8 — —
Payment for early retirement of long-term obligations ( 74.0 ) ( 68.2 ) ( 21.0 )
2 unchanged sentences
Purchase of noncontrolling interest — — ( 68.5 )
−Removed: Cash provided by (used for) financing activities 1,215.3 521.7 ( 607.7 )
+Added: Cash provided by financing activities 16,424.5 1,215.3 521.7
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash ( 70.3 ) ( 28.7 ) ( 13.7 )
3 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
+Added: Table of Conten ts
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
These services include site application, zoning and permitting (“AZP”) and structural analysis, which primarily support the Company’s site leasing business, including the addition of new tenants and equipment on its sites.
+Added: The Company’s customers include its tenants, licensees and other payers.
The Company’s portfolio primarily consists of towers that it owns and towers that it operates pursuant to long-term lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain in-building and outdoor wireless environments.
In addition to the communications sites in its portfolio, the Company manages rooftop and tower sites for property owners under various contractual arrangements.
−Removed: The Company also holds other telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and third-party tower operators.
+Added: The Company also holds other telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and third-party tower operators and holds a portfolio of highly interconnected data center facilities and related assets in the United States that the Company leases primarily to enterprises, network operators, cloud providers and supporting service providers.
American Tower Corporation is a holding company that conducts its operations through its directly and indirectly owned subsidiaries and joint ventures.
4 unchanged sentences
Accordingly, the Company generally is not required to pay U.S.
−Removed: federal income taxes on income generated by its REIT operations, including the income derived from leasing space on its towers, as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and gains.
+Added: federal income taxes on income generated by its REIT operations, including the income derived from leasing space on its towers and in its data centers, as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and gains.
However, the Company remains obligated to pay U.S.
5 unchanged sentences
As of December 31, 2021, the Company’s REIT-qualified businesses included its U.S.
−Removed: tower leasing business and a majority of its U.S.
−Removed: indoor DAS networks business and services segment, as well as most of its operations in Mexico, Germany, Costa Rica, Nigeria, France, Canada and Australia.
+Added: tower leasing business, a majority of its U.S.
+Added: indoor DAS networks business, its Services and Data Centers segments, as well as most of its operations in Canada, Costa Rica, France, Germany, Mexico and Nigeria.
+Added: In January 2022, a majority of the Company’s operations in Ghana, Kenya, South Africa and Uganda became part of the REIT.
Principles of Consolidation and Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and those entities in which it has a controlling interest.
1 unchanged sentence
All intercompany accounts and transactions have been eliminated.
−Removed: As of December 31, 2020, the Company holds (i) a 51 % controlling interest in ATC Europe B.V.
−Removed: (“ATC Europe”), a joint venture that primarily consists of the Company’s operations in France, Germany and Poland (PGGM holds a 49 % noncontrolling interest) and (ii) a 92 % controlling interest in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), formerly Viom Networks Limited (“Viom”), in India (the remaining shareholders, as discussed in note 15, hold a 8 % noncontrolling interest).
−Removed: During the year ended December 31, 2020, the Company completed the acquisition of MTN Group Limited’s (“MTN”) 49 % redeemable noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $ 524.4 million, including a net adjustment of $ 1.4 million made during the three months ended March 31, 2020, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51 % to 100 %.
−Removed: The purchase is reflected in the consolidated statements of equity as increases of $ 142.2 million in each of Additional Paid-in Capital and Accumulated Other Comprehensive Loss and in the consolidated balance sheets as a reduction of $ 524.4 million in Redeemable noncontrolling interests.
−Removed: Reportable Segments — During the fourth quarter of 2020, as a result of the Company’s acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”), the Company updated its reportable segments to rename U.S.
+Added: As of December 31, 2021, the Company holds (i) a 52 % controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 16) hold the noncontrolling interests) and (ii) a 51 % controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd.
+Added: (“Confidence Group”) holds the noncontrolling interest).
+Added: As of December 31, 2021, ATC Europe holds an 87 % and an 83 % controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests).
+Added: See note 16 for a discussion of changes to the Company’s noncontrolling interests during the year ended December 31, 2021.
+Added: Change in Reportable Segments —During the fourth quarter of 2021, as a result of the Company’s acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”), the Company updated its reportable segments to add a Data Centers segment.
+Added: The Data Centers segment is within the Company’s property operations.
+Added: The Company will now report its results in seven segments – U.S.
+Added: & Canada property (which includes all assets in the United States and Canada,
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: property and Asia property to U.S.
−Removed: & Canada property and Asia-Pacific property, respectively.
−Removed: The Company continues to report its results in six segments – U.S.
−Removed: & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property and services, which are discussed further in note 21.
−Removed: The change in reportable segment names is solely reflective of the inclusion of Canada and Australia in the Company’s business operations, as a result of the InSite Acquisition, and had no impact on the Company’s consolidated financial statements for any prior periods.
−Removed: Historical financial information included in this Annual Report on Form 10-K has not been adjusted.
+Added: other than the Company’s data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 21.
+Added: The change in reportable segments had no impact on the Company’s consolidated financial statements for any prior periods.
+Added: Historical financial information included in this Annual Report on Form 10-K has not been adjusted as the amounts attributable to data center assets were insignificant as prior to the fourth quarter of 2021, the Company owned one data center.
Significant Accounting Policies and Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Actual results may differ from those estimates, and such differences could be material to the accompanying consolidated financial statements.
−Removed: The significant estimates in the accompanying consolidated financial statements include impairment of long-lived assets (including goodwill), asset retirement obligations, revenue recognition, rent expense and lease accounting, income taxes and accounting for business combinations and acquisitions of assets.
+Added: The significant estimates in the accompanying consolidated financial statements include impairment of long-lived assets (including goodwill), revenue recognition, rent expense and lease accounting, income taxes and accounting for business combinations and acquisitions of assets.
The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure.
−Removed: Accounts Receivable and Deferred Rent Asset —The Company derives the largest portion of its revenues and corresponding accounts receivable and the related deferred rent asset from a relatively small number of tenants in the telecommunications industry, and 55 % of its current-year revenues are derived from three tenants.
+Added: Accounts Receivable and Deferred Rent Asset —The Company derives the largest portion of its revenues and corresponding accounts receivable and the related deferred rent asset from a relatively small number of customers in the telecommunications industry, and 52 % of its current-year revenues are derived from three customers.
The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the terms of the applicable lease in which revenue is recognized on a straight-line basis over the lease term.
−Removed: The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its borrowers and tenants.
−Removed: In recognizing tenant revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis.
−Removed: This assessment takes tenant credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed.
+Added: The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its borrowers and customers.
+Added: In recognizing customer revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis.
+Added: This assessment takes customer credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed.
To the extent the amounts, based on management’s estimates, may not be collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured.
−Removed: Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
−Removed: Accounts receivable is reported net of allowances for doubtful accounts related to estimated losses resulting from a tenant’s inability to make required payments and allowances for amounts invoiced whose collectibility is not reasonably assured.
−Removed: These allowances are generally estimated based on payment patterns, days past due and collection history, and incorporate changes in economic conditions that may not be reflected in historical trends, such as tenants in bankruptcy, liquidation or reorganization.
−Removed: Receivables are written-off against the allowances when they are determined to be uncollectible.
+Added: Any amounts that were previously recognized as revenue and are subsequently determined to present a risk of collection are reserved as bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
+Added: Accounts receivable is reported net of allowances for doubtful accounts related to estimated losses resulting from a customer’s inability to make required payments and allowances for amounts invoiced whose collectibility is not reasonably assured.
+Added: These allowances are generally estimated based on payment patterns, days past due and collection history, and incorporate changes in economic conditions that may not be reflected in historical trends, such as customers in bankruptcy, liquidation or reorganization.
+Added: Receivables are written-off against the allowances or reserves when they are determined to be uncollectible.
Such determination includes analysis and consideration of the particular conditions of the account.
10 unchanged sentences
(2) Amounts are primarily related to uncollectible amounts in India.
−Removed: In 2018, recoveries include recognition of revenue resulting from collections of previously reserved amounts.
Functional Currency —The functional currency of each of the Company’s foreign operating subsidiaries is normally the respective local currency, except for Costa Rica and Argentina, where the functional currency is the U.S.
8 unchanged sentences
However, the effect from fluctuations in foreign currency exchange rates on intercompany debt for which repayment is not anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of Comprehensive income.
−Removed: The Company recorded the following net foreign currency losses:
+Added: The Company recorded the following net foreign currency (gains) losses:
Year Ended December 31,
1 unchanged sentence
Foreign currency losses recorded in AOCL $ 466.5 $ 391.0 $ 45.8
−Removed: Foreign currency losses (gains) recorded in Other expense 216.4 ( 6.1 ) 4.5
−Removed: Total foreign currency losses $ 607.4 $ 39.7 $ 390.3
+Added: Foreign currency (gains) losses recorded in Other expense ( 557.9 ) 216.4 ( 6.1 )
+Added: Total foreign currency (gains) losses $ ( 91.4 ) $ 607.4 $ 39.7
Cash and Cash Equivalents —Cash and cash equivalents include cash on hand, demand deposits and short-term investments with original maturities of three months or less.
7 unchanged sentences
Total cash, cash equivalents and restricted cash $ 2,343.3 $ 1,861.4 $ 1,578.0
+Added: The increase in restricted cash during the year ended December 31, 2021 is due to advance payments from a customer.
Property and Equipment —Property and equipment is recorded at cost or, in the case of acquired properties, at estimated fair value on the date acquired.
−Removed: Cost for self-constructed towers includes direct materials and labor and certain indirect costs associated with construction of the tower, such as transportation costs, employee benefits and payroll taxes.
−Removed: The Company begins the capitalization of costs during the pre-construction period, which is the period during which costs are incurred to evaluate the site, and continues to capitalize costs until the tower is substantially completed and ready for occupancy by a tenant.
+Added: Cost for self-constructed sites includes direct materials and labor and certain indirect costs associated with construction of the site, such as transportation costs, employee benefits and payroll taxes.
+Added: The Company begins the capitalization of costs during the pre-construction period, which is the period during which costs are incurred to evaluate the site, and continues to capitalize costs until the site is substantially completed and ready for occupancy by a customer.
Labor and related costs capitalized for the years ended December 31, 2021, 2020 and 2019 were $ 59.4 million, $ 51.1 million and $ 48.3 million, respectively.
2 unchanged sentences
Depreciation expense is recorded using the straight-line method over the assets’ estimated useful lives.
−Removed: Towers and related assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease, taking into consideration lease renewal options and residual value.
+Added: Towers and assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease, taking into consideration lease renewal options and residual value.
Towers or assets acquired through finance leases are recorded net at the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease.
Property and equipment and assets held under finance leases are amortized over the shorter of the applicable lease term or the estimated useful life of the respective assets for periods generally not exceeding twenty years .
−Removed: The Company reviews its tower portfolio for indicators of impairment on an individual tower basis.
−Removed: Impairments primarily result from a tower not having current tenant leases or from having expenses in excess of revenues.
+Added: The Company reviews its asset portfolio for indicators of impairment on an individual site basis.
+Added: Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues.
The Company reviews other long-lived assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable.
−Removed: The Company records impairment charges in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
+Added: The Company records impairment charges, which are discussed in note 17, in
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
+Added: Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
Goodwill and Other Intangible Assets —The Company reviews goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.
8 unchanged sentences
The Company reviews its network location intangible assets for indicators of impairment on an individual tower basis.
−Removed: Impairments primarily result from a tower not having current tenant leases or from having expenses in excess of revenues.
+Added: Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues.
The Company monitors its tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high levels of turnover or attrition, non-renewal of a significant number of contracts or the cancellation or termination of a relationship.
14 unchanged sentences
Fair Value Measurements —The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
−Removed: Asset Retirement Obligations —When required, the Company recognizes the fair value of obligations to remove its tower assets and remediate the leased land upon which certain of its tower assets are located.
−Removed: Generally, the associated retirement costs are capitalized as part of the carrying amount of the related tower assets and depreciated over their estimated useful lives and the liability is accreted through the obligation’s estimated settlement date.
−Removed: Fair value estimates of asset retirement obligations generally involve discounting of estimated future cash flows associated with takedown costs.
+Added: Asset Retirement Obligations —When required, the Company recognizes the fair value of obligations to remove its assets and remediate the leased space upon which certain of its assets are located.
+Added: Generally, the associated retirement costs are capitalized as part of the carrying amount of the related assets and depreciated over their estimated useful lives and the liability is accreted through the obligation’s estimated settlement date.
+Added: Fair value estimates of asset retirement obligations generally involve discounting of estimated future cash flows associated with remediation costs.
Periodic accretion of such liabilities due to the passage of time is included in Depreciation, amortization and accretion expense in the consolidated statements of operations.
−Removed: Adjustments are also made to the asset retirement obligation liability to reflect changes in the estimates of timing and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
+Added: Adjustments are also made to the asset retirement obligation liability to reflect changes in the estimates of timing and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset.
The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are:
−Removed: timing of tower removals;
−Removed: cost of tower removals;
−Removed: timing and number of land lease renewals;
+Added: timing of asset removals;
+Added: cost of asset removals;
+Added: timing and number of site lease renewals;
expected inflation rates;
11 unchanged sentences
Valuation allowances would be reversed as a reduction to the provision for income taxes if related deferred tax assets are deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.
−Removed: The Company classifies uncertain tax positions as income tax liabilities in Other non-current liabilities in the consolidated balance sheet, unless expected to be paid within one year.
+Added: The Company estimates the liabilities from uncertain tax positions, which are recorded in Other non-current liabilities in the consolidated balance sheet, unless expected to be paid within one year.
The Company reports penalties and tax-related interest expense as a component of the income tax provision and interest income from tax refunds as a component of Interest income in the consolidated statements of operations.
11 unchanged sentences
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods.
−Removed: When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.
−Removed: When determining the fair value of intangible assets acquired and liabilities assumed, the
+Added: When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: Company must estimate the applicable discount rate and the timing and amount of future cash flows, including rate and terms of renewal and attrition.
−Removed: Revenue —The Company’s revenue is derived from leasing the right to use its communications sites and the land on which the sites are located (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and supporting the tenants’ equipment as well as other services and contractual rights (the “non-lease component”).
+Added: economic useful life and productive capacity of the asset.
+Added: When determining the fair value of intangible assets acquired and liabilities assumed, the Company must estimate the applicable discount rate and the timing and amount of future cash flows, including rate and terms of renewal and attrition.
+Added: Revenue —The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites are located and its data center facilities (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and data center facilities and supporting its customers’ equipment as well as other services and contractual rights (the “non-lease component”).
Most of the Company’s revenue is derived from leasing arrangements and is accounted for as lease revenue unless the timing and pattern of revenue recognition of the non-lease component differs from the lease component.
If the timing and pattern of the non-lease component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone selling prices and pattern of revenue recognition for each performance obligation.
−Removed: Revenue related to DAS networks and fiber and other related assets results from agreements with tenants that are not leases.
+Added: Revenue related to DAS networks and fiber and other related assets results from agreements with tenants are generally not accounted for as leases.
The Company’s revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable.
1 unchanged sentence
Total property straight-line revenues for the years ended December 31, 2021, 2020 and 2019 were $ 465.6 million, $ 322.0 million and $ 183.5 million, respectively.
−Removed: Non-lease revenue— Non-lease revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue.
−Removed: DAS networks and fiber arrangements require that the Company provide the tenant the right to use the applicable communications infrastructure.
+Added: Non-lease property revenue— Non-lease property revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue.
+Added: DAS networks and fiber arrangements generally require that the Company provide the tenant the right to use available capacity on the applicable communications infrastructure.
Performance obligations are satisfied over time for the duration of the arrangements.
+Added: Non-lease property revenue also includes revenue generated from interconnection services in the Company’s data center facilities.
+Added: Interconnection services are generally contracted on a month-to-month basis and are cancellable by the Company or the data center customer at any time.
+Added: Performance obligations are satisfied over time for the duration of the arrangements.
Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis.
4 unchanged sentences
Revenue is recognized at the point in time the services are completed.
−Removed: Some of the Company’s contracts with tenants contain multiple performance obligations.
−Removed: For these arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is typically based on the price charged to tenants.
+Added: Some of the Company’s contracts with customers contain multiple performance obligations.
+Added: For these arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is typically based on the price charged to customers.
Since most of the Company’s contracts are leases, costs to enter into lease arrangements are capitalized under the applicable lease accounting guidance.
3 unchanged sentences
A summary of revenue disaggregated by source and geography is as follows:
−Removed: Year Ended December 31, 2020 U.S.
+Added: Year Ended December 31, 2021
& Canada Asia-Pacific Africa Europe Latin
+Added: America Data Centers (1) Total
+Added: Non-lease property revenue $ 291.9 $ 8.8 $ 24.4 $ 7.6 $ 135.9 $ 1.3 $ 469.9
+Added: Services revenue 247.3 — — — — — 247.3
+Added: Total non-lease revenue $ 539.2 $ 8.8 $ 24.4 $ 7.6 $ 135.9 $ 1.3 $ 717.2
+Added: Property lease revenue 4,628.3 1,190.3 981.1 488.6 1,329.5 21.9 8,639.7
+Added: Total revenue $ 5,167.5 $ 1,199.1 $ 1,005.5 $ 496.2 $ 1,465.4 $ 23.2 $ 9,356.9
+Added: _______________
+Added: (1) Data Centers consists of the Company’s data center facilities located in the United States.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: Year Ended December 31, 2020
+Added: & Canada Asia-Pacific Africa Europe Latin
America Total
4 unchanged sentences
Total revenue $ 4,604.9 $ 1,139.4 $ 890.2 $ 149.6 $ 1,257.4 $ 8,041.5
−Removed: Year Ended December 31, 2019 U.S.
+Added: Year Ended December 31, 2019
& Canada Asia-Pacific Africa Europe Latin
5 unchanged sentences
Total revenue $ 4,304.1 $ 1,217.0 $ 583.9 $ 134.6 $ 1,340.7 $ 7,580.3
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: Information about non-lease receivables, contract assets and contract liabilities from contracts with tenants is as follows:
+Added: Information about non-lease receivables, contract assets and contract liabilities from contracts with customers is as follows:
December 31, 2021 December 31, 2020
6 unchanged sentences
(1) Includes capital contributions related to DAS networks.
−Removed: The Company records unearned revenue when payments are received from tenants in advance of the completion of the Company’s performance obligations.
+Added: The Company records unearned revenue when payments are received from customers in advance of the completion of the Company’s performance obligations.
Long-term unearned revenue is included in Other non-current liabilities.
2 unchanged sentences
Other contract assets are included in Notes receivable and other non-current assets.
−Removed: The Company did not record any change in unbilled receivables attributable to non-lease property revenue recognized during each of the years ended December 31, 2020 and 2019.
+Added: The Company recorded an immaterial change in unbilled receivables attributable to non-lease property revenue recognized during each of the years ended December 31, 2021 and 2020.
The change in contract assets attributable to revenue recognized during the years ended December 31, 2021 and 2020 was $ 2.2 million and $ 6.8 million, respectively.
5 unchanged sentences
The Company reviews its right-of-use assets for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable.
−Removed: The Company reviews its right-of-use assets for indicators of impairment at the lowest level of identifiable cash flows, as part of its tower portfolio.
−Removed: Impairments primarily result from a tower not having current tenant leases or from having expenses in excess of revenues.
−Removed: The Company records impairment charges in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
+Added: The Company reviews its right-of-use assets for indicators of impairment at the lowest level of identifiable cash flows, as part of its asset portfolio.
+Added: Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues.
+Added: The Company records impairment charges, which are discussed in note 17, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
The calculation of the lease liability requires the Company to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present value of the lease liability.
1 unchanged sentence
The Company determines the discount rate by calculating the incremental borrowing rate on a collateralized basis at the commencement of a lease or upon a change in the lease term.
−Removed: Many of the leases underlying the Company’s tower sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time.
+Added: Many of the leases underlying the Company’s sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time.
In addition, certain of the Company’s tenant leases require the Company to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal option.
−Removed: The Company’s calculation of the lease liability includes straight-line ground rent expense for these leases based on the term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears to be reasonably assured.
+Added: The Company’s calculation of the lease liability includes the term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears to be reasonably assured.
The straight-line component of ground rent expense for the years ended December 31, 2021, 2020 and 2019 was $ 52.7 million, $ 51.6 million and $ 44.4 million, respectively.
−Removed: Selling, General, Administrative and Development Expense —Selling, general and administrative expense consists of overhead expenses related to the Company’s property and services operations and corporate overhead costs not specifically allocable to
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: any of the Company’s individual business operations.
+Added: Selling, General, Administrative and Development Expense —Selling, general and administrative expense consists of overhead expenses related to the Company’s property and services operations and corporate overhead costs not specifically allocable to any of the Company’s individual business operations.
Development expense consists of costs related to the Company’s acquisition efforts, costs associated with new business initiatives and project cancellation costs.
8 unchanged sentences
The fair value of stock options is determined using the Black-Scholes option-pricing model and the fair value of RSUs and PSUs is based on the fair value of the Company’s common stock on the date of grant.
−Removed: The Company recognizes all stock-based compensation expense in either Selling, general, administrative and development expense, costs of operations or as part of the costs associated with the construction of the tower assets.
+Added: The Company recognizes all stock-based compensation expense in either Selling, general, administrative and development expense, costs of operations or as part of the costs associated with the construction of assets.
In connection with the vesting of restricted stock units, the Company withholds from issuance a number of shares of common stock to satisfy certain employee tax withholding obligations arising from such vesting.
8 unchanged sentences
Earnings Per Common Share — Basic and Diluted —Basic net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period.
−Removed: Diluted net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period and any dilutive common share equivalents, including (A) shares issuable upon the vesting of RSUs and exercise of stock options and (B) shares expected to be earned upon the achievement of the parameters established for PSUs, each to the extent not anti-dilutive.
+Added: Diluted net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period and any dilutive common share equivalents, including (A) shares issuable upon the vesting of RSUs and exercise of stock options and
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: (B) shares expected to be earned upon the achievement of the parameters established for PSUs, each to the extent not anti-dilutive.
The Company uses the treasury stock method to calculate the effect of its outstanding RSUs, PSUs and stock options.
−Removed: Retirement Plan —The Company has a 401(k) plan covering substantially all employees who meet certain age and employment requirements.
+Added: Retirement Plan —The Company has a 401(k) plan covering nearly all eligible employees who meet certain age and employment requirements.
For the years ended December 31, 2021, 2020 and 2019, the Company matched 100 % of the first 5 % of a participant's contributions.
1 unchanged sentence
Accounting Standards Updates
−Removed: In June 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance that modifies how entities measure credit losses on most financial instruments.
−Removed: The new guidance replaces the current "incurred loss" model with an "expected credit loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset.
−Removed: Operating lease receivables are not within the scope of this guidance.
−Removed: Effective January 1, 2020, the Company adopted the new guidance using the modified retrospective approach.
−Removed: There was no cumulative-effect adjustment to Distributions in excess of earnings on the consolidated balance sheet as of the effective date.
−Removed: The adoption of this guidance did not have a material impact on the Company’s financial statements.
−Removed: Results for reporting periods beginning January 1, 2020 are
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: presented under the new standard, while prior-period amounts are not adjusted and continue to be reported in accordance with accounting under the previously applicable guidance.
−Removed: In January 2017, the FASB issued guidance on accounting for goodwill impairments.
−Removed: The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value.
−Removed: The loss recognized is limited to the total amount of goodwill allocated to that reporting unit.
−Removed: Effective January 1, 2020, the Company adopted the new guidance on a prospective basis.
−Removed: The adoption of this guidance did not have a material impact on the Company’s financial statements.
−Removed: In March 2020, the FASB issued guidance to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
+Added: In March 2020, the Financial Accounting Standards Board (the “FASB”) issued guidance to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
The guidance applies only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.
The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship.
−Removed: As of December 31, 2020, the Company has not modified any contracts as a result of reference rate reform and is evaluating the impact this standard may have on its financial statements.
−Removed: In April 2020, the FASB issued guidance on the application of lease accounting guidance to lease concessions provided as a result of the coronavirus (“COVID-19”) pandemic (the “Lease Modification Q&A”).
−Removed: Under existing guidance, a Company must determine, on a lease by lease basis, if a concession was (i) the result of a new lease agreement and as such treated within the lease modification accounting framework or (ii) under the enforceable rights and obligations within the existing lease agreement and as such precluded from applying the lease modification accounting framework.
−Removed: The Lease Modification Q&A provides an optional exception that allows a Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, provided that the election is applied consistently to leases with similar characteristics and circumstances.
−Removed: The Company evaluated the impact this guidance may have on its financial statements and has elected to not bypass the lease by lease analysis.
+Added: In January 2021, the FASB issued additional guidance that clarifies that certain practical expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by reference rate reform.
+Added: As of December 31, 2021, the Company has not modified any contracts as a result of reference rate reform and is evaluating the impact this standard may have on its consolidated financial statements.
PREPAID AND OTHER CURRENT ASSETS
16 unchanged sentences
Buildings and improvements (3) Up to 40
+Added: 3,523.0 634.0
Land and improvements (4) Up to 20
4 unchanged sentences
Property and equipment, net $ 19,784.0 $ 12,808.7
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
_______________
(1) Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
−Removed: (2) Includes fiber and DAS assets.
+Added: (2) Includes fiber and DAS assets and also includes $ 1.5 billion of data center related assets acquired in connection with the CoreSite Acquisition.
+Added: (3) Includes $ 2.6 billion of data center related assets acquired in connection with the CoreSite Acquisition.
(4) Estimated useful lives apply to improvements only.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
Total depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 1,036.2 million, $ 924.3 million and $ 905.5 million, respectively.
−Removed: Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2020 and 2019 of $ 153.0 million and $ 168.1 million, respectively.
+Added: Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2021, 2020 and 2019 of $ 146.8 million, $ 153.0 million and $ 168.1 million, respectively.
Information about finance lease-related balances is as follows:
13 unchanged sentences
The Company determines if an arrangement is a lease at the inception of the agreement.
−Removed: The Company considers an arrangement to be a lease if it conveys the right to control the use of the communications site or ground space underneath a communications site for a period of time in exchange for consideration.
+Added: The Company considers an arrangement to be a lease if it conveys the right to control the use of the communications infrastructure or ground space underneath a communications infrastructure for a period of time in exchange for consideration.
The Company is both a lessor and a lessee.
−Removed: Lessor —The Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of specifically-identified, physically distinct space on the Company’s communications real estate assets.
−Removed: The Company’s lease arrangements with its tenants vary depending upon the region and the industry of the tenant and generally have initial non-cancellable terms of five to ten years with multiple renewal terms.
+Added: Lessor —The Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of specifically-identified, physically distinct space on or in the Company’s communications real estate assets.
+Added: The Company’s lease arrangements with its tenants for its communications sites vary depending upon the region and the industry of the tenant and generally have initial non-cancellable terms of five to ten years with multiple renewal terms.
The leases also contain provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary index, or a combination of both.
The Company structures its leases to include financial penalties if a tenant terminates the lease, which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term.
−Removed: The Company’s leasing arrangements outside of the U.S.
−Removed: may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services.
+Added: The Company’s leasing arrangements outside of the United States may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services.
Many arrangements require that the communications site has power for a specified percentage of time.
1 unchanged sentence
The Company has determined that this performance obligation is satisfied over time for the duration of the lease.
+Added: In addition, the Company provides power to its data center customers, which is passed through, or otherwise charged, to customers pursuant to the terms of the customer power arrangement.
+Added: Customer power arrangements are coterminous with such customer’s underlying lease and have the same pattern of transfer over the lease term.
+Added: This performance obligation is generally satisfied over time for the duration of the lease.
+Added: Fixed power revenue is recognized each month over the term of the lease.
+Added: For variable power arrangements, the Company recognizes revenue each month as the uncertainty related to the consideration is resolved.
The Company typically has more than one tenant on a site and, by performing ordinary course repair and maintenance work, can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing tenant lease term.
Accordingly, the Company has minimal risk with respect to the residual value of its leased assets.
−Removed: Communications sites are depreciated over their estimated useful lives, which generally do not exceed twenty years .
−Removed: As of December 31, 2020, the Company does not have any material related party leases as a lessor.
−Removed: The Company generally does not enter into sales-type leases or direct financing leases.
−Removed: The Company’s leases generally do not include any incentives
+Added: Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed twenty years .
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: for the lessee, however, if incentives are present, they are evaluated to determine proper treatment.
+Added: As of December 31, 2021, the Company does not have any material related party leases as a lessor.
+Added: To the extent there are any intercompany leases, these are eliminated in consolidation.
+Added: The Company generally does not enter into sales-type leases or direct financing leases.
+Added: The Company’s leases generally do not include any incentives for the lessee, however, if incentives are present, they are evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and Other non-current assets in the consolidated balance sheets.
In addition, the Company’s leases do not include any lessee purchase options.
−Removed: Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue.
−Removed: Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts.
+Added: Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its revenue.
+Added: Accordingly, the Company assumes that it will have access to the land underneath its sites when calculating future minimum rental receipts.
Future minimum rental receipts expected under non-cancellable operating lease agreements as of December 31, 2021, were as follows:
−Removed: Year Ended December 31, Amount (1)
+Added: Fiscal Year Amount (1)
2022 $ 6,477.8
5 unchanged sentences
These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to ten years with one or more automatic or exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options.
−Removed: The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on its communications sites through the end of the tenant lease term.
+Added: The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on or in its communications sites through the end of the tenant lease term.
Escalation clauses present in operating leases, excluding those tied to CPI or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the applicable lease as a component of rent expense.
1 unchanged sentence
In certain circumstances, the Company enters into revenue sharing arrangements with the ground space owner, which results in variability in lease payments.
−Removed: In most markets outside of the U.S., in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties.
+Added: In most markets outside of the United States, in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties.
Ground lease arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends, other financial obligations or other similar terms.
3 unchanged sentences
The Company also considers termination options and factors those into the determination of lease payments when appropriate.
−Removed: To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life (generally 20 years) and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
+Added: To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life (generally twenty years ) and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1.
−Removed: During the years ended December 31, 2020 and 2019, the Company recorded $ 76.1 million and $ 9.9 million, respectively, of impairment expense related to these assets.
+Added: During the years ended December 31, 2021, 2020 and 2019, the Company recorded $ 3.3 million, $ 76.1 million and $ 9.9 million, respectively, of impairment expense related to these assets.
As of December 31, 2021, the Company does not have any material related party leases as a lessee.
The Company does not have any sale-leaseback arrangements as lessee and typically does not enter into leveraged leases.
−Removed: The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases.
+Added: The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements, towers, equipment and vehicles under finance leases.
As of December 31, 2021, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.
24 unchanged sentences
Weighted-average incremental borrowing rate 6.3 % 6.8 %
−Removed: The following table sets forth the components of lease cost:
−Removed: Year ended December 31, 2020 Year ended December 31, 2019
+Added: The following table sets forth the components of lease cost for the years ended December 31,:
+Added: 2021 2020 2019
Operating lease cost $ 1,115.1 $ 977.2 $ 1,013.1
2 unchanged sentences
(1) Includes property tax paid on behalf of the landlord.
−Removed: The interest expense on finance lease liabilities was $ 1.3 million and $ 1.7 million for the years ended December 31, 2020 and 2019, respectively.
+Added: The interest expense on finance lease liabilities was $ 1.2 million, $ 1.3 million and $ 1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Assets held under finance leases are recorded in property and equipment and are depreciated over the lesser of the remaining lease term or the remaining useful life.
2 unchanged sentences
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: Supplemental cash flow information is as follows:
−Removed: Year ended December 31, 2020 Year ended December 31, 2019
+Added: Supplemental cash flow information is as follows for the years ended December 31,:
+Added: 2021 2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
6 unchanged sentences
_______________
−Removed: (1) Amount includes new operating leases and leases acquired in connection with acquisitions.
+Added: (1) Amount includes new operating leases and leases acquired in connection with acquisitions, including $ 1.4 billion related to the Telxius Acquisition (as defined in note 6).
As of December 31, 2021, the Company does not have material operating or financing leases that have not yet commenced.
17 unchanged sentences
Property Services Total
−Removed: & Canada Asia-Pacific Africa Europe Latin America
+Added: & Canada Asia-Pacific Africa Europe Latin America Data Centers
Balance as of December 31, 2019 $ 3,415.3 $ 1,021.8 $ 790.2 $ 256.2 $ 692.8 $ — $ 2.0 $ 6,178.3
6 unchanged sentences
_______________
−Removed: (1) Additions consist of $ 704.3 million resulting from 2019 acquisitions, partially offset by $ 1.5 million from revisions to prior-year acquisitions due to measurement period adjustments.
−Removed: & Canada and Asia-Pacific consist of an aggregate of $ 1,354.2 million of additions related to the InSite Acquisition.
−Removed: Africa consists of measurement period adjustments related to the Eaton Towers Acquisition (as defined in note 7).
+Added: & Canada and Asia-Pacific consist of an aggregate of $ 1.4 billion of additions related to the InSite Acquisition (as defined in note 6).
+Added: Africa consists of measurement period adjustments related to the acquisition of Eaton Towers Holdings Limited (the “Eaton Towers Acquisition”).
+Added: & Canada consists of measurement period adjustments related to the InSite Acquisition.
+Added: Asia-Pacific consists of $ 9.2 million of additions related to the Bangladesh Acquisition (as discussed in note 6) and measurement period adjustments related to the InSite Acquisition.
+Added: Europe and Latin America consist of additions and measurement period adjustments related to the Telxius Acquisition (as defined in note 6).
+Added: Data Centers consists of $ 3.0 billion of additions related to data center acquisitions, primarily from the CoreSite Acquisition.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
18 unchanged sentences
(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, generally up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
−Removed: The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired communications sites.
+Added: (2) In connection with the CoreSite Acquisition, the Company acquired $ 1.7 billion of other intangible assets.
+Added: The acquired other intangible assets will amortize over periods ranging from approximately two years to 10 years.
+Added: The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure.
The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals.
+Added: Other intangibles represent the value of acquired licenses, trade name and in place leases.
+Added: In place lease value represents the fair value of costs avoided in securing data center customers, including vacancy periods, legal costs and commissions.
+Added: In addition, this value also includes assumptions on similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in the fair value of other assets.
The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives.
−Removed: As of December 31, 2020, the remaining weighted average amortization period of the Company’s intangible assets was 15 years.
−Removed: Amortization of intangible assets for the years ended December 31, 2020, 2019 and 2018 was $ 867.2 million, $ 791.3 million and $ 1,144.1 million, respectively.
−Removed: Amortization expense decreased for the year ended December 31, 2019 as compared to the year ended December 31, 2018, because in 2018, the Company entered into agreements with one of its tenants in India, Tata Teleservices Limited (“Tata Teleservices”) and related entities (collectively, “Tata”), for a settlement and release of certain contractual lease obligations of Tata Teleservices.
−Removed: As a result, the Company recorded $ 327.5 million of accelerated amortization related to the Tata tenant relationship in 2018, which was subsequently retired.
+Added: As of December 31, 2021, the remaining weighted average amortization period of the Company’s intangible assets wa s 15 years .
+Added: Amortization of intangible assets for the years ended December 31, 2021, 2020 and 2019 was $ 1.2 billion, $ 867.2 million and $ 791.3 million, respectively.
Based on current exchange rates, the Company expects to record amortization expense as follows over the next five years:
Fiscal Year Amount
−Removed: NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS
−Removed: Notes receivable and other non-current assets consisted of the following:
−Removed: December 31, 2020 December 31, 2019
−Removed: Notes receivable $ 6.5 $ 1.1
−Removed: Other miscellaneous assets 393.6 405.3
−Removed: Notes receivable and other non-current assets $ 400.1 $ 406.4
+Added: 2022 $ 1,802.4
The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination.
For those transactions treated as asset acquisitions, the purchase price is allocated to the assets or rights acquired and liabilities assumed, with no recognition of goodwill.
−Removed: For those transactions treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date).
+Added: For those transactions treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date).
The primary areas of the accounting for the acquisitions that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including tax positions, which may include contingent consideration, residual goodwill and any related tax impact.
1 unchanged sentence
While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value.
−Removed: During the measurement period for those acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date.
+Added: During the measurement period for those
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date.
Impact of current year acquisitions —The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications sites and related assets.
+Added: In the United States, the Company has also acquired data center facilities and related assets, including the CoreSite Acquisition, as discussed below.
The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the year ended December 31, 2021 from the date of the respective acquisition.
5 unchanged sentences
Acquisition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction.
−Removed: Integration costs include incremental and non-recurring costs necessary to convert data, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently.
+Added: Integration costs include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently.
The Company records acquisition and merger related expenses for business combinations, as well as integration costs for all acquisitions, in Other operating expenses in the consolidated statements of operations.
4 unchanged sentences
Integration costs $ 50.4 $ 23.1 $ 9.8
−Removed: During the years ended December 31, 2020 and 2019, the Company recorded net benefits of $ 4.4 million and $ 13.1 million related to pre-acquisition contingencies and settlements, respectively.
+Added: During the years ended December 31, 2021, 2020 and 2019, the Company recorded net benefits of $ 17.6 million, $ 4.4 million and $ 13.1 million related to pre-acquisition contingencies and settlements, respectively.
+Added: The increase in acquisition and merger related costs during the year ended December 31, 2021 was primarily associated with the Telxius Acquisition and the CoreSite Acquisition.
2021 Transactions
The estimated aggregate impact of the acquisitions completed in 2021 on the Company’s revenues and gross margin for the year ended December 31, 2021 was approximately $ 424.3 million and $ 214.8 million, respectively.
−Removed: The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenants to such sites subsequent to the transaction date.
+Added: The revenues and gross margin amounts also reflect incremental revenues from the addition of new customers to such communications infrastructure assets subsequent to the transaction date.
Acquisitions completed in 2021 were included in all of the Company’s property segments.
−Removed: InSite Acquisition —On December 23, 2020, the Company acquired 100 % of the outstanding units of IWG Holdings, LLC, the parent company of InSite, which owned, operated and managed approximately 3,000 communications sites in the U.S.
−Removed: The portfolio includes approximately 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 40 DAS networks in the United States.
−Removed: In addition, the portfolio includes more than 600 land parcels under communications sites in the United States, Canada and Australia, as well as approximately 400 rooftop sites.
−Removed: The acquired U.S.
−Removed: and Canada assets and operations are included in the U.S.
−Removed: & Canada property segment and the acquired Australian assets and operations are included in the Asia-Pacific property segment.
−Removed: The total consideration for the InSite Acquisition, including cash acquired, the repayment and assumption of certain debt held by InSite, was approximately $ 3.5 billion, subject to certain
+Added: Data Centers Acquisition— On October 5, 2021, the Company completed the acquisition of two multi-customer data center facilities in the United States markets for total consideration of approximately $ 200.6 million.
+Added: The acquired assets and operations are included in the Data Centers segment.
+Added: This acquisition is being accounted for as a business combination and is subject to post-closing adjustments.
+Added: This acquisition is included in the table below in “Other.”
+Added: CoreSite Acquisition —On November 14, 2021, the Company entered into an agreement with CoreSite to acquire all issued and outstanding shares of CoreSite common stock at $ 170.00 per share.
+Added: CoreSite’s portfolio consisted of 24 data center facilities and related assets in eight United States markets.
+Added: On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $ 10.4 billion, including the assumption and repayment of CoreSite’s existing debt.
+Added: The acquired assets and operations are included in the Data Centers segment.
+Added: The CoreSite Acquisition was accounted for as a business combination and is subject to post-closing adjustments.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: closing adjustments.
−Removed: The InSite Acquisition was accounted for as a business combination and is subject to post-closing adjustments.
+Added: Communications Sites
+Added: Telxius Acquisition —On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A.
+Added: (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion Euros (“EUR”) (approximately $ 9.4 billion at the date of signing) (the “Telxius Acquisition”), subject to certain adjustments.
+Added: In June 2021, the Company completed the acquisition of nearly 20,000 communications sites in Germany and Spain, for total consideration of approximately 6.3 billion EUR (approximately $ 7.7 billion at the date of closing), subject to certain post-closing adjustments and over 7,000 communications sites in Brazil, Peru, Chile and Argentina, for total consideration of approximately 0.9 billion EUR (approximately $ 1.1 billion at the date of closing), subject to certain post-closing adjustments.
+Added: On August 2, 2021, the Company completed the acquisition of the approximately 4,000 remaining communications sites in Germany pursuant to the Telxius Acquisition for 0.6 billion EUR (approximately $ 0.7 billion at the date of closing), subject to certain post-closing adjustments.
+Added: Of the aggregate purchase price, 233.2 million EUR (approximately $ 265.2 million), including post-closing adjustments, of deferred payments are due in September 2025 and are reflected in Other non-current liabilities in the consolidated balance sheet as of December 31, 2021.
+Added: The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in Brazil, Peru, Chile and Argentina are included in the Latin America property segment.
+Added: The Telxius Acquisition was accounted for as a business combination and is subject to post-closing adjustments.
+Added: Subsequent to the acquisition dates, certain adjustments were made to increase assets by $ 6.0 million and reduce liabilities by $ 58.7 million, with a corresponding decrease in goodwill of $ 64.7 million.
+Added: There were no other material post-closing adjustments.
+Added: The full reconciliation and finalization of the assets acquired and liabilities assumed, including those subject to valuation, have not been completed and, as a result, there may be additional post-closing adjustments.
Entel Acquisition —On December 19, 2019, the Company entered into a definitive agreement to acquire approximately 3,200 communications sites in Chile and Peru from Entel PCS Telecomunicaciones S.A.
1 unchanged sentence
(“Entel”) for total consideration of approximately $ 0.8 billion (as of the date of signing).
−Removed: The Company completed the acquisition of approximately 2,400 communications sites in December 2019.
−Removed: During the year ended December 31, 2020, the Company completed the acquisition of an additional 530 communications sites pursuant to this agreement for an aggregate total purchase price of $ 137.7 million (as of the dates of acquisition), including value added tax.
−Removed: This acquisition is being accounted for as an acquisition of assets and is included in the table below in “Other.” The remaining communications sites are expected to continue to close in tranches, subject to certain closing conditions.
−Removed: Poland Acquisition —On June 16, 2020, the Company, through its Polish subsidiary, entered into a definitive agreement with Electronic Control Systems Spółka Akcyjna to acquire up to 50 communications sites in Poland for total consideration of 18.3 million Polish Zloty (“PLN”) ($ 4.6 million at the date of signing).
−Removed: During the year ended December 31, 2020, the Company completed the acquisition of 27 of these communications sites for total consideration of 12.1 million PLN ($ 3.1 million as of the dates of acquisition), including value added tax.
−Removed: This acquisition is being accounted for as an acquisition of assets and is included in the table below in “Other.” The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.
−Removed: Other Acquisitions— During the year ended December 31, 2020, the Company acquired a total of 1,299 communications sites, as well as other communications infrastructure assets, in the United States, France, Mexico, Peru and South Africa, including 564 sites in connection with the Company’s agreements with Orange S.A.
+Added: The Company completed the acquisition of approximately 2,400 communications sites in December 2019 and an additional 530 communications sites pursuant to this agreement during the year ended December 31, 2020.
+Added: During the year ended December 31, 2021, the Company completed the acquisition of the remaining 156 communications sites pursuant to this agreement for an aggregate total purchase price of $ 44.5 million (as of the dates of acquisition), including value added tax, which have been accounted for as an acquisition of assets and are included in the table below in “Other.”
+Added: Bangladesh Acquisition —During the year ended December 31, 2021, the Company acquired a 51 % controlling interest in Kirtonkhola Tower Bangladesh Limited (“KTBL”) for 900 million Bangladeshi Taka (“BDT”) (approximately $ 10.6 million at the date of closing).
+Added: Confidence Group holds a 49 % noncontrolling interest in KTBL.
+Added: This acquisition is being accounted for as a business combination and is subject to post-closing adjustments.
+Added: This acquisition is included in the table below in “Other.”
+Added: Other Acquisitions— During the year ended December 31, 2021, the Company acquired a total of 1,309 communications sites as well as other communications infrastructure assets, in the United States, France, Mexico, Nigeria, Peru and Poland, including 633 communications sites in connection with the Company’s agreements with Orange S.A.
(“Orange”) as further described below, for an aggregate purchase price of $ 565.6 million.
Of the aggregate purchase price, $ 89.8 million is reflected as a payable in the consolidated balance sheet as of December 31, 2021.
−Removed: The majority of these acquisitions were accounted for as asset acquisitions and are included in the table below in “Other.”
+Added: These acquisitions were primarily accounted for as asset acquisitions and are included in the table below in “Other.”
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
The following table summarizes the allocations of the purchase prices for the fiscal year 2021 acquisitions based upon their estimated fair value at the date of acquisition:
−Removed: InSite Acquisition Other (1)
+Added: CoreSite Acquisition Telxius Acquisition Other (1)
Current assets $ 99.8 $ 284.9 $ 56.4
12 unchanged sentences
Debt assumed (4) ( 955.1 ) — —
+Added: Noncontrolling interest — — ( 10.2 )
Purchase price (5) $ 9,444.2 $ 9,589.7 $ 821.3
2 unchanged sentences
(2) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis generally over a 20 year period.
+Added: Other intangible assets are amortized on a straight-line basis generally over periods of up to 20 years.
+Added: The CoreSite other intangible assets will amortize over periods ranging from approximately two years to 10 years.
(3) The Company expects goodwill to be partially deductible for tax purposes.
−Removed: (4) InSite Acquisition debt assumed includes $ 763.5 million of InSite’s indebtedness and a fair value adjustment of $ 36.5 million.
+Added: (4) The CoreSite Acquisition debt assumed includes $ 875.0 million of CoreSite’s indebtedness and a fair value adjustment of $ 80.1 million.
The fair value adjustment was based primarily on reported market values using Level 2 inputs.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: In addition to the acquisitions discussed above, the Company purchased 103 towers related to the AT&T transaction described in note 19 for an aggregate purchase price of $ 55.7 million.
+Added: (5) The CoreSite Acquisition purchase price includes $ 17.1 million of consideration related to the fair value of certain equity awards previously granted by CoreSite under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”).
+Added: The CoreSite Replacement Awards will continue to vest in accordance with the terms of CoreSite’s equity plan.
+Added: The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.
Other Signed Acquisitions
−Removed: Orange— On November 28, 2019, ATC France, a majority-owned subsidiary of the Company, entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million Euros (“EUR”) to 600.0 million EUR (approximately $ 550.5 million to $ 660.5 million at the date of signing) to be paid over the five -year term.
+Added: Orange Acquisition— On November 28, 2019, the Company entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $ 550.5 million to $ 660.5 million at the date of signing) to be paid over the five-year term.
During the year ended December 31, 2020, the Company completed the acquisition of 564 of these communications sites.
+Added: During the year ended December 31, 2021, the Company completed the acquisition of an additional 633 of these communications sites.
The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.
2020 Transactions
−Removed: Eaton Towers Acquisition —On December 31, 2019, the Company acquired 100 % of the outstanding shares of Eaton Towers Holdings Limited (“Eaton Towers”), which owned and operated approximately 5,800 communications sites across five African markets (the “Eaton Towers Acquisition”).
−Removed: During the year ended December 31, 2020, the purchase price was reduced by approximately $ 4.2 million.
−Removed: The total consideration for the Eaton Towers Acquisition, including the Company’s assumption of Eaton Towers’ existing debt, was approximately $ 2.0 billion.
−Removed: The purchase price reflects a $ 14.0 million receivable from the seller for reimbursement of taxes.
−Removed: The Eaton Towers Acquisition was accounted for as a business combination and the allocation of the purchase price was finalized during the year ended December 31, 2020.
−Removed: The following table summarizes the preliminary and final allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Eaton Towers Acquisition based upon its estimated fair value at the date of acquisition.
+Added: InSite Acquisition —On December 23, 2020, the Company acquired 100 % of the outstanding units of IWG Holdings, LLC, the parent company of InSite Wireless Group, LLC (“InSite”), which owned, operated and managed approximately 3,000 communications sites in the United States and Canada (the “InSite Acquisition”).
+Added: The portfolio included approximately 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 40 DAS networks in the United States.
+Added: In addition, the portfolio included more than 600 land parcels under communications sites in the United States, Canada and Australia, as well as approximately 400 rooftop sites.
+Added: The total consideration for the InSite Acquisition, including cash acquired, the repayment and assumption of certain debt held by InSite, was approximately $ 3.5 billion.
+Added: The InSite Acquisition was accounted for as a business combination and the allocation of the purchase price was finalized during the year ended December 31, 2021.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: The following table summarizes the preliminary and final allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the InSite Acquisition based upon its estimated fair value at the date of acquisition.
Balances are reflected in the accompanying consolidated balance sheet as of December 31, 2021.
5 unchanged sentences
Network location intangible assets 622.7 610.3
+Added: Other intangible assets — —
Other non-current assets 300.7 309.0
10 unchanged sentences
(2) The Company expects goodwill to be partially deductible for tax purposes.
+Added: (3) InSite Acquisition debt assumed includes $ 763.5 million of InSite’s indebtedness and a fair value adjustment of $ 36.5 million.
+Added: The fair value adjustment was based primarily on reported market values using Level 2 inputs.
Pro Forma Consolidated Results (Unaudited)
The following table presents the unaudited pro forma financial results as if the 2021 acquisitions had occurred on January 1, 2020 and the 2020 acquisitions had occurred on January 1, 2019.
−Removed: The pro forma results do not include any anticipated cost synergies, costs or other integration impacts.
−Removed: Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: future operating results of the Company.
+Added: The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business.
+Added: In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts.
+Added: Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.
Year Ended December 31,
4 unchanged sentences
Diluted net income attributable to American Tower Corporation common stockholders $ 4.86 $ 1.85
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
ACCRUED EXPENSES
17 unchanged sentences
December 31, 2021 December 31, 2020 Contractual Interest Rate (1) Maturity Date (1)
−Removed: 2019 364-Day Term Loan (1) (2) $ — $ 999.9 N/A N/A
−Removed: 2020 Term Loan (1) (3) 749.4 — 0.800 % February 12, 2021
+Added: 2020 Term Loan (2) — 749.4 N/A N/A
2021 Multicurrency Credit Facility (3) (4) 4,388.4 — 1.205 % June 30, 2025
1 unchanged sentence
2021 Credit Facility (3) 1,410.0 2,295.0 1.234 % January 31, 2027
−Removed: 2.800 % senior notes (4)
−Removed: — 749.4 N/A N/A
−Removed: 3.300 % senior notes (5)
−Removed: — 748.5 N/A N/A
−Removed: 3.450 % senior notes (5)
−Removed: — 647.7 N/A N/A
−Removed: 5.900 % senior notes (6)
−Removed: — 498.9 N/A N/A
+Added: 2021 EUR Three Year Delayed Draw Term Loan (3) (4) 937.6 — 1.125 % May 28, 2024
+Added: 2021 USD 364-Day Delayed Draw Term Loan (3) 2,998.5 — 1.250 % December 28, 2022
+Added: 2021 USD Two Year Delayed Draw Term Loan (3) 1,498.4 — 1.250 % December 28, 2023
2.250 % senior notes (5)
1 unchanged sentence
4.70 % senior notes (6)
−Removed: 699.0 698.2 4.700 % March 15, 2022
+Added: — 699.0 4.700 % N/A
3.50 % senior notes
21 unchanged sentences
1.600 % senior notes
+Added: 695.2 — 1.600 % April 15, 2026
+Added: 1.950 % senior notes (7)
564.3 605.2 1.950 % May 22, 2026
1.450 % senior notes
+Added: 593.0 — 1.450 % September 15, 2026
+Added: 3.375 % senior notes
991.2 989.5 3.375 % October 15, 2026
4 unchanged sentences
0.450 % senior notes (7)
+Added: 847.1 — 0.450 % January 15, 2027
+Added: 0.400 % senior notes (7)
+Added: 562.5 — 0.400 % February 15, 2027
+Added: 3.55 % senior notes
745.5 744.8 3.550 % July 15, 2027
8 unchanged sentences
0.875 % senior notes (7)
+Added: 847.3 — 0.875 % May 21, 2029
+Added: 3.800 % senior notes
1,635.1 1,633.5 3.800 % August 15, 2029
6 unchanged sentences
1.875 % senior notes
+Added: 791.4 790.5 1.875 % October 15, 2030
+Added: 2.700 % senior notes
+Added: 693.7 — 2.700 % April 15, 2031
+Added: 2.300 % senior notes
+Added: 691.0 — 2.300 % September 15, 2031
+Added: 1.000 % senior notes (7)
731.7 786.1 1.000 % January 15, 2032
1.250 % senior notes (7)
+Added: 561.2 — 1.250 % May 21, 2033
+Added: 3.700 % senior notes
592.1 591.9 3.700 % October 15, 2049
1 unchanged sentence
1,038.0 1,037.7 3.100 % June 15, 2050
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
2.950 % senior notes
3 unchanged sentences
Series 2018-1A Securities (8) 495.3 494.6 3.652 % March 15, 2028
−Removed: Series 2015-1 Notes (9) — 349.6 N/A N/A
Series 2015-2 Notes (9) 522.7 522.1 3.482 % June 16, 2025
−Removed: InSite Debt (11) 800.0 — Various Various
+Added: InSite Debt (10) — 800.0 N/A N/A
+Added: CoreSite Debt (11) 955.1 — Various Various
Other subsidiary debt (12) 8.0 32.9 Various Various
Total American Tower subsidiary debt 3,279.3 3,146.2
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
Finance lease obligations 31.6 27.9
3 unchanged sentences
_______________
+Added: (1) Reflects interest rate or maturity date as of December 31, 2021;
+Added: interest rate does not reflect the impact of the interest rate swap agreements.
+Added: (2) Repaid in full on February 5, 2021 using borrowings under the 2021 Multicurrency Credit Facility (as defined below) and cash on hand.
(3) Accrues interest at a variable rate.
−Removed: (2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand.
−Removed: (3) Repaid in full on February 5, 2021 using borrowings from the 2019 Multicurrency Credit Facility and cash on hand.
−Removed: (4) Repaid in full on May 11, 2020 with borrowings from the 2019 Credit Facility and cash on hand.
−Removed: (5) Repaid in full on July 6, 2020 with borrowings from the 2019 Credit Facility and cash on hand.
−Removed: (6) Repaid in full on January 15, 2020 with borrowings from the 2019 Credit Facility and cash on hand.
+Added: (4) As of December 31, 2021 reflects borrowings denominated in EUR and, for the 2021 Multicurrency Credit Facility, reflects borrowings denominated in both EUR and U.S.
+Added: Dollars (“USD”).
+Added: (5) Repaid in full on January 14, 2022 using borrowings under the 2021 Credit Facility (as defined below).
+Added: (6) Repaid in full on October 18, 2021 with cash on hand.
(7) Notes are denominated in EUR.
1 unchanged sentence
final legal maturity is March 15, 2048.
−Removed: (9) Repaid in full on the June 2020 payment date with cash on hand.
(9) Maturity date reflects the anticipated repayment date;
final legal maturity is June 15, 2050.
−Removed: (11) Debt entered into by certain InSite subsidiaries acquired in connection with the InSite Acquisition (the “InSite Debt”)
−Removed: (12) Includes (a) the Colombian credit facility, which is denominated in Colombian Pesos (“COP”) and amortizes through April 24, 2021, (b) debt entered into by the Company’s Kenyan subsidiary in connection with an acquisition of sites in Kenya, which is denominated in U.S.
−Removed: Dollars (“USD”) and is payable either (i) in future installments subj ect to the satisfaction of specified conditions or (ii) three years from the note origination date, and (c) U.S.
−Removed: subsidiary debt related to a seller-financed acquisition.
−Removed: As of December 31, 2019, included (a) debt entered into by certain Eaton Towers subsidiaries acquired in connection with the Eaton Towers Acquisition (the “Eaton Towers Debt”), which was denominated i n multiple currencies, including USD, EUR, Kenyan Shilling (“KES”) and West African CFA Franc (“XOF”) and was repaid during the year ended December 31, 2020, (b) the Brazil credit facility, which was denominated in Brazilian Reais (“BRL”) and was repaid on March 6, 2020, and (c) the South African credit facility, which was denominated in South African Rand (“ZAR”) and was repaid on the December 17, 2020 maturity date.
−Removed: Current portion of long-term obligations — The Company’s current portion of long-term obligations primarily includes $ 750.0 million under its unsecured term loan entered into on February 13, 2020 (the “2020 Term Loan”).
+Added: (10) Debt entered into by certain InSite subsidiaries assumed in connection with the InSite Acquisition (the “InSite Debt”).
+Added: On January 15, 2021, all amounts outstanding under the InSite Debt were repaid.
+Added: (11) Debt entered into by CoreSite assumed in connection with the CoreSite Acquisition (the “CoreSite Debt”).
+Added: On January 7, 2022, all amounts outstanding under the CoreSite Debt were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
+Added: (12) Includes the Kenya Debt and the U.S.
+Added: Subsidiary Debt (each as defined below).
+Added: As of December 31, 2020 also included Colombian Credit Facility (as defined below).
+Added: Current portion of long-term obligations — The Company’s current portion of long-term obligations primarily includes (i) $ 600.0 million aggregate principal amount of 2.250 % senior unsecured notes due January 15, 2022 (the “ 2.250 % Notes”), (ii) $ 3.0 billion in borrowings under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below) and (iii) the CoreSite Debt.
American Tower Corporation Debt
Bank Facilities
−Removed: During the year ended December 31, 2020, the Company increased the commitments under its senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”), and its senior unsecured revolving credit facility, as amended and restated in December 2019 ( the “2019 Credit Facility”), by $ 100.0 million each to $ 3.1 billion and $ 2.35 billion, respectively.
−Removed: 2019 Multicurrency Credit Facility— The Company has the ability to borrow up to $ 3.1 billion under the 2019 Multicurrency Credit Facility, which includes a $ 1.0 billion sublimit for multicurrency borrowings, a $ 200.0 million sublimit for letters of credit and a $ 50.0 million sublimit for swingline loans.
−Removed: During the year ended December 31, 2020, the Company borrowed an aggregate of 910.0 million EUR ($ 1.0 billion as of the borrowing dates) and repaid an aggregate of $ 1.8 billion, including 910.0 million EUR ($ 1.1 billion as of the repayment dates), of revolving indebtedness under the 2019 Multicurrency Credit Facility.
−Removed: The Company used the borrowings to repay existing indebtedness and for general corporate purposes.
−Removed: 2019 Credit Facility— The Company has the ability to borrow up to $ 2.35 billion under the 2019 Credit Facility, which includes a $ 200.0 million sublimit for letters of credit and a $ 50.0 million sublimit for swingline loans.
−Removed: During the year ended December 31, 2020, the Company borrowed an aggregate of $ 7.2 billion and repaid an aggregate of $ 6.5 billion of revolving indebtedness under the 2019 Credit Facility.
−Removed: The Company used the borrowings to fund acquisitions, including the InSite Acquisition, to repay existing indebtedness and for general corporate purposes.
−Removed: 2020 Term Loan— On February 13, 2020, the Company entered into the 2020 Term Loan, the net proceeds of which were used, together with borrowings under the 2019 Credit Facility and cash on hand, to repay all outstanding indebtedness under its $ 1.3 billion unsecured term loan entered into on February 14, 2019 (the “2019 364 -Day Term Loan”).
−Removed: The 2020 Term Loan matures on February 12, 2021.
−Removed: Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.
−Removed: April 2020 Term Loan —On April 3, 2020, the Company entered into a $ 1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $ 1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility.
−Removed: During the year ended December 31, 2020, the Company repaid all amounts outstanding under the April 2020 Term Loan with proceeds from the issuances of the 0.500 % Notes, the 1.000 % Notes, the 1.875 % Notes and the Reopened 3.100 % Notes (each as defined below).
+Added: Amendments to Bank Facilities —On February 10, 2021, the Company amended and restated its senior unsecured multicurrency revolving credit facility (as amended, the “2021 Multicurrency Credit Facility”) and its senior unsecured revolving credit facility (as amended, the “2021 Credit Facility”) and amended its unsecured term loan, as amended and restated as described below (as amended, the “2021 Term Loan”).
+Added: These amendments, among other things,
+Added: extended the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
+Added: increased the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $ 4.1 billion and $ 2.9 billion, respectively;
+Added: increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $ 6.1 billion and $ 4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
+Added: expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $ 1.0 billion to $ 3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $ 1.5 billion sublimit;
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: The 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan and the 2020 Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.
−Removed: The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan and the 2020 Term Loan.
−Removed: The interest rates on the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, and the 2019 Term Loan range between 0.875 % to 1.750 % above LIBOR for LIBOR based borrowings or up to 0.750 % above the defined base rate for base rate borrowings, in each case based upon the Company’s debt ratings.
−Removed: The interest rate on the 2020 Term Loan is 0.650 % above LIBOR for LIBOR based borrowings or up to 0.000 % above the defined base rate for base rate borrowings, in each case based upon the Company’s debt ratings.
−Removed: As of December 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan and the 2020 Term Loan were as follows:
−Removed: Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR Current commitment fee (1)
+Added: amended the limitation of the Company’s permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the loan agreements for the facilities));
+Added: amended the limitation on indebtedness of, and guaranteed by, the Company’s subsidiaries to the greater of (a) $ 3.0 billion and (b) 50 % of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of the Company and its subsidiaries on a consolidated basis;
+Added: increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $ 400.0 million to $ 500.0 million.
+Added: On December 8, 2021, the Company amended and restated the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, and amended the 2021 EUR Three Year Delayed Draw Term Loan (as defined below).
+Added: These amendments, among other things,
+Added: extended the maturity dates to June 30, 2025, January 31, 2027 and January 31, 2027 for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, respectively;
+Added: increased the commitments under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan to $ 6.0 billion, $ 4.0 billion and $ 1.0 billion, respectively, of which an aggregate of approximately $ 5.1 billion under these facilities was used to finance the CoreSite Acquisition;
+Added: increased the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $ 8.0 billion and $ 5.5 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively;
+Added: amended the limitation of the Company's permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loans) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021, stepping down to 6.00 to 1.00 (with a further step up to 7.50 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the agreements));
+Added: expanded the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility from $ 3.0 billion and $ 1.5 billion to $ 3.5 billion and $ 2.5 billion, respectively;
+Added: increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness
+Added: from $ 500.0 million to $ 600.0 million.
+Added: 2021 Multicurrency Credit Facility— During the year ended December 31, 2021, the Company borrowed an aggregate of $ 7.8 billion, including an aggregate of 2.4 billion EUR ($ 2.9 billion as of the borrowing dates), and repaid an aggregate of $ 3.4 billion of revolving indebtedness, including an aggregate of 1.3 billion EUR ($ 1.5 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions (as defined in note 16), under the 2021 Multicurrency Credit Facility.
+Added: The Company used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition, to repay existing indebtedness, including the InSite Debt and its $ 750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”), and for general corporate purposes.
+Added: 2021 Credit Facility— During the year ended December 31, 2021, the Company borrowed an aggregate of $ 4.9 billion, including an aggregate of 1.2 billion EUR ($ 1.5 billion as of the borrowing dates), and repaid an aggregate of $ 5.8 billion of revolving indebtedness, including an aggregate of 1.2 billion EUR ($ 1.4 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Credit Facility.
+Added: The Company used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition and for general corporate purposes.
+Added: Repayment of the 2020 Term Loan —On February 5, 2021, the Company repaid all amounts outstanding under the 2020 Term Loan using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
+Added: 2021 Term Loan— On September 27, 2021, the Company repaid $ 500.0 million of indebtedness under the 2021 Term Loan using proceeds from the issuance of the 1.450 % Notes, the 2.300 % Notes and the 2.950 % Notes (each as defined below).
+Added: On December 28, 2021, the Company borrowed $ 500.0 million under the 2021 Term Loan, which was used to fund the CoreSite Acquisition.
+Added: As of December 31, 2021, $ 1.0 billion is outstanding under the 2021 Term Loan.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: 2021 EUR Delayed Draw Term Loans —On February 10, 2021, the Company entered into (i) a 1.1 billion EUR (approximately $ 1.3 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition (the “2021 EUR 364-Day Delayed Draw Term Loan”), and which was subsequently repaid in full as described below, and (ii) an 825.0 million EUR (approximately $ 1.0 billion at the date of signing) unsecured term loan, the proceeds of which were used to fund the Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder (the “2021 EUR Three Year Delayed Draw Term Loan,” and, together with the 2021 EUR 364-Day Delayed Draw Term Loan, the “2021 EUR Delayed Draw Term Loans”).
+Added: The 2021 EUR Three Year Delayed Draw Term Loan bears interest at either (i) a base rate plus and applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on the Company’s senior unsecured debt rating, which, based on the Company’s current debt ratings, is 1.125 % above the Euro Interbank Offered Rate (“EURIBOR”).
+Added: On May 28, 2021, the Company borrowed 1.1 billion EUR ($ 1.3 billion as of the borrowing date) under the 2021 EUR 364-Day Delayed Draw Term Loan and 825.0 million EUR ($ 1.0 billion as of the borrowing date) under the 2021 EUR Three Year Delayed Draw Term Loan.
+Added: The Company used the borrowings to fund the Telxius Acquisition.
+Added: On September 16, 2021, the Company repaid 420.0 million EUR ($ 494.2 million as of the repayment date) under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions.
+Added: On October 7, 2021, the Company repaid all remaining amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the issuance of the 0.400 % Notes and the 0.950 % Notes (each as defined below).
+Added: 2021 USD Delayed Draw Term Loans —On December 8, 2021, the Company entered into (i) a $ 3.0 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder (the “2021 USD 364-Day Delayed Draw Term Loan”) and (ii) a $ 1.5 billion unsecured term loan, the proceeds of which were used to fund the CoreSite Acquisition, with a maturity date that is two years from the date of the first draw thereunder (the “2021 USD Two Year Delayed Draw Term Loan” and, together with the 2021 USD 364-Day Delayed Draw Term Loan, the “2021 USD Delayed Draw Term Loans”).
+Added: The 2021 USD Delayed Draw Term Loans bear interest at either (i) a base rate plus an applicable margin or (ii) a Eurocurrency rate plus an applicable margin, in each case, subject to adjustments based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.125 % above LIBOR.
+Added: On December 28, 2021, the Company borrowed $ 3.0 billion under the 2021 USD 364-Day Delayed Draw Term Loan and $ 1.5 billion under the 2021 USD Two Year Delayed Draw Term Loan.
+Added: The Company used the borrowings to fund the CoreSite Acquisition.
+Added: Bridge Facilities —In connection with entering into the Telxius Acquisition, the Company entered into a commitment letter (the “BofA Commitment Letter”), dated January 13, 2021, with Bank of America, N.A.
+Added: and BofA Securities, Inc.
+Added: (together, “BofA”) pursuant to which BofA had, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $ 9.1 billion at the date of signing) in bridge loans (the “BofA Bridge Loan Commitment”) to ensure financing for the Telxius Acquisition.
+Added: Effective February 10, 2021, the BofA Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $ 5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $ 3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 EUR Delayed Draw Term Loans, as described above.
+Added: The BofA Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described in note 16.
+Added: Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450 % Notes, the 0.875 % Notes and the 1.250 % Notes, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facilities and the 2021 EUR Delayed Draw Term Loans to fund the cash consideration payable in connection with the Telxius Acquisition and terminated the BofA Commitment Letter.
+Added: The Company did not make any borrowings under the BofA Bridge Loan Commitment.
+Added: In connection with entering into the CoreSite Acquisition, the Company entered into a commitment letter, dated November 14, 2021, with JPMorgan Chase Bank, N.A.
+Added: (“JPM”) pursuant to which JPM had, with respect to bridge financing, committed to provide up to $ 10.5 billion in bridge loans (the “JPM Bridge Loan Commitment”) to ensure financing for the CoreSite Acquisition.
+Added: Effective December 8, 2021 the JPM Bridge Loan Commitment was fully terminated as a result of the $ 10.5 billion in committed amounts available under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 USD Delayed Draw Term Loans, as described above.
+Added: The Company did not make any borrowings under the JPM Bridge Loan Commitment.
+Added: As of December 31, 2021, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan were as follows:
+Added: Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR or EURIBOR (1) Current commitment fee (2)
2021 Multicurrency Credit Facility $ 4,388.4 $ 3.5 June 30, 2025 (3) 1.125 % 0.110 %
1 unchanged sentence
2021 Term Loan 1,000.0 N/A January 31, 2027 1.125 % N/A
−Removed: 2020 Term Loan $ 750.0 (2) N/A February 12, 2021 0.650 % N/A
+Added: 2021 EUR Three Year Delayed Draw Term Loan 938.2 N/A May 28, 2024 1.125 % N/A
+Added: 2021 USD 364-Day Delayed Draw Term Loan 3,000.0 N/A December 28, 2022 1.125 % N/A
+Added: 2021 USD Two Year Delayed Draw Term Loan 1,500.0 N/A December 28, 2023 1.125 % N/A
_______________
+Added: (1) LIBOR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan.
+Added: EURIBOR applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings under the 2021 EUR Three Year Delayed Draw Term Loan.
(2) Fee on undrawn portion of each credit facility.
−Removed: (2) Borrowed at LIBOR
(3) Subject to two optional renewal periods.
−Removed: The loan agreements for the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan and the 2020 Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply.
−Removed: Failure to comply with the financial and operating covenants of the loan agreements may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
−Removed: The Company’s bank facility activity subsequent to December 31, 2020 is described further in note 23.
+Added: The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply.
+Added: Failure to comply with the financial and operating covenants of the loan agreements could not only prevent the Company from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
Repayments of Senior Notes
−Removed: Repayment of 5.900 % Senior Notes —On January 15, 2020, the Company redeemed all of the $ 500.0 million aggregate principal amount of 5.900 % senior unsecured notes due 2021 at a price equal to 106.7090 % of the principal amount, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $ 539.6 million, including $ 6.1 million in accrued and unpaid interest.
−Removed: The Company recorded a loss on retirement of long-term obligations of $ 34.6 million, which includes prepayment consideration of $ 33.5 million and the associated unamortized discount and deferred financing costs.
−Removed: The redemption was funded with borrowings under the 2019 Credit Facility and cash on hand.
−Removed: Repayment of 2.800 % Senior Notes —On May 11, 2020, the Company redeemed all of the $ 750.0 million aggregate principal amount of 2.800 % senior unsecured notes due 2020 at a price equal to the principal amount, together with accrued interest up to, but excluding May 11, 2020, for an aggregate redemption price of approximately $ 759.3 million, including $ 9.3 million in accrued interest.
−Removed: The redemption was funded with borrowings under the 2019 Credit Facility and cash on hand.
−Removed: Repayment of 3.450 % Senior Notes and 3.300 % Senior Notes —On July 6, 2020, the Company redeemed all of the $ 650.0 million aggregate principal amount of 3.450 % senior unsecured notes due 2021 (the “ 3.450 % Notes”) at a price equal to 103.5980 % of the principal amount of the 3.450 % Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $ 680.3 million, including $ 6.9 million in accrued and unpaid interest.
−Removed: Also on July 6, 2020, the Company redeemed all of the $ 750.0 million aggregate principal amount of 3.300 % senior unsecured notes due 2021 (the “ 3.300 % Notes”) at a price equal to 101.5090 % of the principal amount of the 3.300 % Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $ 771.0 million, including $ 9.7 million in accrued and unpaid interest.
+Added: Repayment of 4.70 % Senior Notes— On October 18, 2021, the Company redeemed all of its 4.70 % senior unsecured notes due 2022 (the “ 4.70 % Notes”) at a price equal to 101.7270 % of the principal amount, plus accrued and unpaid interest up to, but excluding October 18, 2021, for an aggregate redemption price of approximately $ 715.1 million, including $ 3.0 million in accrued and unpaid interest.
+Added: The Company recorded a loss on retirement of long-term obligations of approximately $ 12.4 million, which included prepayment consideration of $ 12.1 million and the associated unamortized discount and deferred financing costs.
+Added: The redemption was funded with cash on hand.
+Added: Upon completion of this redemption, none of the 4.70 % Notes remained outstanding.
+Added: Offerings of Senior Notes
+Added: 1.600 % Senior Notes and 2.700 % Senior Notes Offering— On March 29, 2021, the Company completed a registered public offering of $ 700.0 million aggregate principal amount of 1.600 % senior unsecured notes due 2026 (the “ 1.600 % Notes”) and $ 700.0 million aggregate principal amount of 2.700 % senior unsecured notes due 2031 (the “ 2.700 % Notes”).
+Added: The net proceeds from this offering were approximately $ 1,386.3 million , after deducting commissions and estimated expenses.
+Added: The Company used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
+Added: 0.450 % Senior Notes, 0.875 % Senior Notes and 1.250 % Senior Notes Offering— On May 21, 2021, the Company completed a registered public offering of 750.0 million EUR ($ 913.7 million at the date of issuance) aggregate principal amount of 0.450 % senior unsecured notes due 2027 (the “ 0.450 % Notes”), 750.0 million EUR ($ 913.7 million at the date of issuance) aggregate principal amount of 0.875 % senior unsecured notes due 2029 (the “ 0.875 % Notes”) and 500.0 million EUR ($ 609.1 million at the date of issuance) aggregate principal amount of 1.250 % senior unsecured notes due 2033 (the “ 1.250 % Notes”).
+Added: The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $ 2,415.8 million at the date of issuance ) , after deducting commissions and estimated expenses.
+Added: The Company used all of the net proceeds to fund the Telxius Acquisition.
+Added: 1.450 % Senior Notes, 2.300 % Senior Notes and 2.950 % Senior Notes Offering —On September 27, 2021, the Company completed a registered public offering of $ 600.0 million aggregate principal amount of 1.450 % senior unsecured notes due 2026 (the “ 1.450 % Notes”), $ 700.0 million aggregate principal amount of 2.300 % senior unsecured notes due 2031 (the
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: The Company recorded a loss on retirement of long-term obligations of approximately $ 37.2 million, which includes prepayment consideration of $ 34.7 million and the associated unamortized discount and deferred financing costs.
−Removed: The redemptions of the 3.450 % Notes and the 3.300 % Notes were funded with borrowings under the 2019 Credit Facility and cash on hand.
−Removed: Offerings of Senior Notes
−Removed: 2.400 % Senior Notes and 2.900 % Senior Notes Offering— On January 10, 2020, the Company completed a registered public offering of $ 750.0 million aggregate principal amount of 2.400 % senior unsecured notes due 2025 (the “ 2.400 % Notes”) and $ 750.0 million aggregate principal amount of 2.900 % senior unsecured notes due 2030 (the “ 2.900 % Notes”).
−Removed: The net proceeds from this offering were approximately $ 1,483.4 million, after deducting commissions and estimated expenses.
−Removed: The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility.
−Removed: Accrued and unpaid interest is payable in U.S.
−Removed: Dollars semi-annually in arrears and will be computed from the offering date on the basis of a 360 day year comprised of twelve 30-day months, beginning on September 15, 2020 and July 15, 2020 for the 2.400 % Notes and the 2.900 % Notes, respectively.
−Removed: 1.300 % Senior Notes, 2.100 % Senior Notes and 3.100 % Senior Notes Offering— On June 3, 2020, the Company completed a registered public offering of $ 500.0 million aggregate principal amount of 1.300 % senior unsecured notes due 2025 (the “ 1.300 % Notes”), $ 750.0 million aggregate principal amount of 2.100 % senior unsecured notes due 2030 (the “ 2.100 % Notes”) and $ 750.0 million aggregate principal amount of 3.100 % senior unsecured notes due 2050 (the “Initial 3.100 % Notes”) .
−Removed: The net proceeds from this offering were approximately $ 1,968.2 million, after deducting commissions and estimated expenses.
−Removed: The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and for general corporate purposes.
−Removed: Accrued and unpaid interest is payable in U.S.
−Removed: Dollars semi-annually in arrears and will be computed from the offering date on the basis of a 360 day year comprised of twelve 30-day months, beginning on March 15, 2021, December 15, 2020 and December 15, 2020 for the 1.300 % Notes, the 2.100 % Notes and the Initial 3.100 % Notes, respectively.
−Removed: 0.500 % Senior Notes and 1.000 % Senior Notes Offering— On September 10, 2020, the Company completed a registered public offering of 750.0 million EUR ($ 886.1 million at the date of issuance) aggregate principal amount of 0.500 % senior unsecured notes due 2028 (the “ 0.500 % Notes”) and 650.0 million EUR ($ 768.0 million at the date of issuance) aggregate principal amount of 1.000 % senior unsecured notes due 2032 (the “ 1.000 % Notes”).
−Removed: The net proceeds from this offering were approximately 1,385.2 million EUR ($ 1,636.6 million at the date of issuance), after deducting commissions and estimated expenses.
−Removed: The Company used the net proceeds to repay existing indebtedness under the 2019 Multicurrency Credit Facility and the April 2020 Term Loan and for general corporate purposes.
−Removed: Accrued and unpaid interest is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on January 15, 2021 for each of the 0.500 % Notes and the 1.000 % Notes.
−Removed: 1.875 % Senior Notes and 3.100 % Senior Notes Offering— On September 28, 2020, the Company completed a registered public offering of $ 300.0 million aggregate principal amount through a reopening of the Initial 3.100 % Notes (the “Reopened 3.100 % Notes” and, collectively with the Initial 3.100 % Notes, the “ 3.100 % Notes”) and $ 800.0 million aggregate principal amount of 1.875 % senior unsecured notes due 2030 (the “ 1.875 % Notes”).
−Removed: The net proceeds from this offering were approximately $ 1,092.1 million, after deducting commissions and estimated expenses.
−Removed: The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and the April 2020 Term Loan.
−Removed: Accrued and unpaid interest is payable in U.S.
−Removed: Dollars semi-annually in arrears and will be computed from the offering date (which shall be June 3, 2020 for the Reopened 3.100 % Notes) on the basis of a 360 day year comprised of twelve 30-day months, beginning on April 15, 2021 and December 15, 2020 for the 1.875 % Notes and the Reopened 3.100 % Notes, respectively.
−Removed: 0.600 % Senior Notes, 1.500 % Senior Notes and 2.950 % Senior Notes Offering— On November 20, 2020, the Company completed a registered public offering of $ 500.0 million aggregate principal amount of 0.600 % senior unsecured notes due 2024 (the “ 0.600 % Notes”), $ 650.0 million aggregate principal amount of 1.500 % senior unsecured notes due 2028 (the “ 1.500 % Notes”) and $ 550.0 million aggregate principal amount of 2.950 % senior unsecured notes due 2051 (the “ 2.950 % Notes” and, collectively with the 2.400 % Notes, the 2.900 % Notes, the 1.300 % Notes, the 2.100 % Notes, the 3.100 % Notes, the 0.500 % Notes, the 1.000 % Notes, the 1.875 % Notes, the 0.600 % Notes and the 1.500 % Notes, the “Notes”) .
+Added: “ 2.300 % Notes”) and $ 500.0 million aggregate principal amount through a reopening of its 2.950 % senior unsecured notes due 2051, originally issued on November 20, 2020 (the “ 2.950 % Notes”).
The net proceeds from this offering were approximately $ 1,765.1 million, after deducting commissions and estimated expenses.
−Removed: The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and for general corporate purposes including the funding of the InSite Acquisition.
−Removed: Accrued and unpaid interest is payable in U.S.
−Removed: Dollars semi-annually in arrears and will be computed from the offering date on the basis of a 360 day year comprised of twelve 30-day months, beginning on July 15, 2021, July 31, 2021 and July 15, 2021 for the 0.600 % Notes, the 1.500 % Notes and the 2.950 % Notes, respectively.
+Added: The Company used the net proceeds to repay existing indebtedness under the 2021 Term Loan and for general corporate purposes.
+Added: 0.400 % Senior Notes and 0.950 % Senior Notes Offering— On October 5, 2021, the Company completed a registered public offering of 500.0 million EUR ($ 579.9 million at the date of issuance) aggregate principal amount of 0.400 % senior unsecured notes due 2027 (the “ 0.400 % Notes”) and 500.0 million EUR ($ 579.9 million at the date of issuance) aggregate principal amount of 0.950 % senior unsecured notes due 2030 (the “ 0.950 % Notes” and, collectively with the 1.600 % Notes, the 2.700 % Notes, the 0.450 % Notes, the 0.875 % Notes, the 1.250 % Notes, the 1.450 % Notes, the 2.300 % Notes, the 2.950 % Notes and the 0.400 % Notes, the “Notes”).
+Added: The net proceeds from this offering were approximately 987.7 million EUR (approximately $ 1,145.6 million at the date of issuance), after deducting commissions and estimated expenses.
+Added: The Company used the net proceeds to repay existing EUR denominated indebtedness under the 2021 Multicurrency Credit Facility and the 2021 EUR 364-Day Delayed Draw Term Loan.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
7 unchanged sentences
$ 600.0 $ 0.3 $ 5.1 January 15 and July 15 September 30, 2016 N/A
−Removed: $ 700.0 ( 1.0 ) ( 1.8 ) March 15 and September 15 March 12, 2012 N/A
1,000.0 ( 2.1 ) ( 3.9 ) January 31 and July 31 January 8, 2013 N/A
20 unchanged sentences
1.600 % Notes
+Added: 700.0 ( 4.8 ) — April 15 and October 15 March 29, 2021 March 15, 2026
+Added: 1.950 % Notes (7)
568.6 ( 4.3 ) ( 5.6 ) May 22 May 22, 2018 February 22, 2026
1.450 % Notes
+Added: 600.0 ( 7.0 ) — March 15 and September 15 September 27, 2021 August 15, 2026
+Added: 3.375 % Notes
1,000.0 ( 8.8 ) ( 10.5 ) April 15 and October 15 May 13, 2016 July 15, 2026
3 unchanged sentences
750.0 ( 4.8 ) ( 5.7 ) January 15 and July 15 October 3, 2019 November 15, 2026
−Removed: $ 750.0 ( 5.2 ) ( 5.9 ) January 15 and July 15 June 30, 2017 April 15, 2027
0.450 % Notes (7)
−Removed: $ 916.2 ( 8.8 ) — January 15 September 10, 2020 October 15, 2027
+Added: 853.0 ( 5.9 ) — January 15 May 21, 2021 November 15, 2026
0.400 % Notes (7)
+Added: 568.6 ( 6.1 ) — February 15 October 5, 2021 December 15, 2026
+Added: 750.0 ( 4.5 ) ( 5.2 ) January 15 and July 15 June 30, 2017 April 15, 2027
+Added: 3.600 % Notes
700.0 ( 5.7 ) ( 6.6 ) January 15 and July 15 December 8, 2017 October 15, 2027
0.500 % Notes (7)
+Added: 853.0 ( 7.7 ) ( 8.8 ) January 15 September 10, 2020 October 15, 2027
+Added: 1.500 % Notes
650.0 ( 4.2 ) ( 4.9 ) January 31 and July 31 November 20, 2020 November 30, 2027
2 unchanged sentences
0.875 % Notes (7)
+Added: 853.0 ( 5.7 ) — May 21 May 21, 2021 February 21, 2029
+Added: 3.800 % Notes
1,650.0 ( 14.9 ) ( 16.5 ) February 15 and August 15 June 13, 2019 May 15, 2029
4 unchanged sentences
0.950 % Notes (7)
+Added: 568.6 ( 7.6 ) — October 5 October 5, 2021 July 5, 2030
+Added: 1.875 % Notes
800.0 ( 8.6 ) ( 9.5 ) April 15 and October 15 September 28, 2020 July 15, 2030
2.700 % Notes
+Added: 700.0 ( 6.3 ) — April 15 and October 15 March 29, 2021 January 15, 2031
+Added: 2.300 % Notes
+Added: 700.0 ( 9.0 ) — March 15 and September 15 September 27, 2021 June 15, 2031
+Added: 1.000 % Notes (7)
739.2 ( 7.5 ) ( 7.9 ) January 15 September 10, 2020 October 15, 2031
1.250 % Notes (7)
+Added: 568.6 ( 7.4 ) — May 21 May 21, 2021 February 21, 2033
+Added: 3.700 % Notes
600.0 ( 7.9 ) ( 8.1 ) April 15 and October 15 October 3, 2019 April 15, 2049
5 unchanged sentences
(1) Includes unamortized discounts, premiums and debt issuance costs and fair value adjustments due to interest rate swaps.
−Removed: (2) Interest payments are due semi-annually for each series of senior notes, except for the 1.375 % Notes, the 1.950 % Notes, the 0.500 % Notes and the 1.000 % Notes, for which interest payments are due annually.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: (2) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months.
+Added: Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(3) The Company may redeem the notes at any time, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes plus a make-whole premium, together with accrued interest to the redemption date.
7 unchanged sentences
The issue date for the reopened 3.100 % Notes was September 28, 2020.
+Added: (9) The original issue date for the initial 2.950 % Notes was November 20, 2020.
+Added: The issue date for the reopened 2.950 % Notes was September 27, 2021.
The Company may redeem each series of senior notes at any time, subject to the terms of the applicable supplemental indenture, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes plus a make-whole premium, as applicable, together with accrued interest to the redemption date.
−Removed: In addition, if the Company undergoes a change
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: of control and corresponding ratings decline, each as defined in the applicable supplemental indenture, it may be required to repurchase all of the applicable notes at a purchase price equal to 101 % of the principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
+Added: In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the notes, the Company may be required to repurchase all of the applicable notes at a purchase price equal to 101 % of the principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.
5 unchanged sentences
The Company has several securitizations in place.
−Removed: Cash flows generated by the sites that secure the securitized debt are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors.
−Removed: However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to pay the securitized debt and other obligations arising out of the securitizations.
+Added: Cash flows generated by the sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors.
+Added: However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to service the securitized debt and other obligations arising out of the securitizations.
The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries.
5 unchanged sentences
The outstanding Series 2015-2 Notes are secured by (i) mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,531 communications sites (the “2015 Secured Sites”) owned by the GTP Entities and their operating cash flows, (ii) a security interest in substantially all of the personal property and fixtures of the GTP Entities, including GTP Acquisition Partners’ equity interests in its subsidiaries and (iii) the rights of the GTP Entities under a management agreement.
−Removed: American Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment obligations.
−Removed: Secured Tower Revenue Securities, Series 2013-2A , Secured Tower Revenue Securities, Series 2018-1, Subclass A and Series 2018-1, Subclass R —On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization”), in which the American Tower Trust I (the “Trust”) issued $ 500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”).
−Removed: To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $ 26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities.
−Removed: The Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities” and, together with the 2018 Securities the “Trust Securities”) issued in a securitization transaction in March 2013 (the “2013 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) remain outstanding and are subject to the terms of the Second Amended and Restated Trust and Servicing Agreement entered into in connection with the 2018 Securitization.
+Added: American Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
+Added: repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment obligations.
+Added: Secured Tower Revenue Securities, Series 2013-2A , Secured Tower Revenue Securities, Series 2018-1, Subclass A and Series 2018-1, Subclass R —On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization”), in which the American Tower Trust I (the “Trust”) issued $ 500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”).
+Added: To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $ 26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities.
+Added: The Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities” and, together with the 2018 Securities the “Trust Securities”) issued in a securitization transaction in March 2013 (the “2013 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) remain outstanding and are subject to the terms of the Second Amended and Restated Trust and Servicing Agreement entered into in connection with the 2018 Securitization.
The assets of the Trust consist of a nonrecourse loan (the “Loan”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”).
13 unchanged sentences
If the DSCR were equal to or below 1.30 x (the “Cash Trap DSCR”) for any quarter, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the AMT Asset Subs or GTP Acquisition Partners, as applicable.
−Removed: The funds in the Cash Trap Reserve Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
+Added: The funds in the Cash Trap Reserve
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
Additionally, an “amortization period” commences if, as of the end of any calendar quarter, the DSCR is equal to or below 1.15 x (the “Minimum DSCR”) and will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
1 unchanged sentence
If the Series 2015-2 Notes have not been repaid in full on the applicable anticipated repayment date, additional interest will accrue on the unpaid principal balance of the Series 2015-2 Notes, and such notes will begin to amortize on a monthly basis from excess cash flow.
−Removed: During an amortization period, all excess cash flow and any amounts in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment date.
+Added: During an amortization period, all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment date.
The Loan and the Series 2015-2 Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration.
If the prepayment occurs within 18 months of the anticipated repayment date with respect to the Series 2013-2A Securities or the Series 2015-2 Notes, or 36 months of the anticipated repayment date with respect to the Series 2018 Securities, no prepayment consideration is due.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions subject to rated securitizations.
4 unchanged sentences
Furthermore, if the AMT Asset Subs or GTP Acquisition Partners were to default on the Loan or the Series 2015-2 Notes, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the Trust Sites or the 2015 Secured Sites, respectively, in which case the Company could lose the revenue associated with those assets.
−Removed: With respect to the Series 2015-2 Notes, upon the occurrence and during an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50 % of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
+Added: With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50 % of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
Further, under the Loan Agreement and the 2015 Indenture, the AMT Asset Subs or GTP Acquisition Partners, respectively, are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, under the 2015 Indenture and in certain circumstances under the Loan Agreement, to reserve a portion of advance rents from tenants on the Trust Sites.
1 unchanged sentence
The $ 251.8 million held in the reserve accounts with respect to the Trust Securitizations and the $ 107.0 million held in the reserve accounts with respect to the 2015 Securitization as of December 31, 2021 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.
−Removed: India Indebtedness — The India indebtedness includes several working capital facilities, most of which are subject to annual renewal.
+Added: India Indebtedness — The India indebtedness includes several working capital facilities, most of which are subject to annual renewal, and an overdraft facility.
The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based Lending Rate (as defined in the applicable agreement), plus a spread.
Generally, the working capital facilities are payable on demand prior to maturity.
+Added: The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate at the time of borrowing plus a spread.
+Added: As of December 31, 2021, the Company has not borrowed under these facilities.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2021 (in millions, except percentages):
2 unchanged sentences
— $ — 5.09 % - 8.75 %
−Removed: March 18, 2021 - October 23, 2021
+Added: February 4, 2022 - October 23, 2022
+Added: Overdraft facility (2) — $ — N/A September 14, 2022
_______________
(1) 7.70 billion Indian Rupees (“INR”) ($ 103.5 million) of borrowing capacity as of December 31, 2021.
−Removed: Other Subsidiary Debt — The Company’s other subsidiary debt as of December 31, 2020 includes (i) a long-term credit facility entered into by one of the Company’s Colombian subsidiaries in October 2014 (the “Colombian Credit Facility”), (ii) a note entered into by one of the Company’s subsidiaries in October 2018 in connection with the acquisition of sites in Kenya (the “Kenya Debt”), and (iii) U.S.
+Added: (2) 380.0 million INR ($ 5.1 million) of borrowing capacity as of December 31, 2021.
+Added: Other Subsidiary Debt — The Company’s other subsidiary debt as of December 31, 2021 includes (i) a note entered into by one of the Company’s subsidiaries in October 2018 in connection with the acquisition of sites in Kenya (the “Kenya Debt”) and (ii) U.S.
subsidiary debt related to a seller-financed acquisition (the “U.S.
Subsidiary Debt”).
−Removed: As of December 31, 2019, other subsidiary debt also included (i) a credit facility entered into by one of the Company’s South African subsidiaries in December 2015, as amended (the “South African Credit Facility”), (ii) a credit facility entered into by one of the Company’s Brazilian subsidiaries in December 2014 (the “Brazil Credit Facility”) with Banco Nacional de Desenvolvimento Econômico e Social and (iii) the Eaton Towers Debt.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
+Added: As of December 31, 2020, other subsidiary debt also included a long-term credit facility entered into by one of the Company’s Colombian subsidiaries in October 2014 (the “Colombian Credit Facility”).
Amounts outstanding and key terms of other subsidiary debt consisted of the following as of December 31, (in millions, except percentages):
3 unchanged sentences
2021 2020 2021 2020
−Removed: South African Credit Facility (2) — 288.7 $ — $ 20.6 N/A N/A
−Removed: Colombian Credit Facility (3) 40,000.0 79,647.3 $ 11.6 $ 24.3 8.45 % April 24, 2021
−Removed: Brazil Credit Facility (4) — 65.4 $ — $ 16.2 Various January 15, 2022
−Removed: Kenya Debt (5) 20.1 29.6 $ 20.1 $ 29.6 8.00 % October 1, 2021
+Added: Colombian Credit Facility (2) — 40,000.0 $ — $ 11.6 N/A N/A
+Added: Kenya Debt (3) 7.4 20.1 $ 7.4 $ 20.1 8.00 % September 30, 2023
Subsidiary Debt (4) 0.6 1.2 $ 0.6 $ 1.2 — % January 1, 2022
−Removed: Eaton Towers Debt (7):
−Removed: USD Denominated — 238.8 $ — $ 238.8 N/A N/A
−Removed: EUR Denominated — 26.2 $ — $ 29.5 N/A N/A
−Removed: XOF Denominated — 16,836.8 $ — $ 28.8 N/A N/A
−Removed: KES Denominated — 3,319.2 $ — $ 32.7 N/A N/A
_______________
(1) Includes applicable deferred financing costs.
−Removed: (2) Denominated in ZAR, with an original principal amount of 830.0 million ZAR.
−Removed: On December 23, 2016, the borrower borrowed an additional 500.0 million ZAR.
−Removed: Debt accrued interest at a variable rate.
−Removed: On the December 17, 2020 maturity date, the Company repaid all outstanding amounts under the South African Credit Facility.
−Removed: (3) Denominated in COP, with an original principal amount of 200.0 billion COP.
−Removed: Debt accrues interest at a variable rate.
−Removed: The loan agreement for the Colombian Credit Facility requires that the borrower manage exposure to variability in interest rates on certain of the amounts outstanding under the Colombian Credit Facility.
−Removed: The borrower no longer maintains the ability to draw on the Colombian Credit Facility.
−Removed: (4) Denominated in BRL, with an original principal amount of 271.0 million BRL.
+Added: (2) Denominated in Colombian Pesos (“COP”), with an original principal amount of 200.0 billion COP.
Debt accrued interest at a variable rate.
−Removed: On March 6, 2020, the Company repaid all outstanding amounts under the Brazil Credit Facility.
+Added: The loan agreement for the Colombian Credit Facility required that the borrower managed exposure to variability in interest rates on certain of the amounts outstanding under the Colombian Credit Facility.
+Added: On the April 24, 2021 maturity date, all amounts outstanding under the Colombia Credit Facility were repaid.
(3) Denominated in USD, with an original principal amount of $ 51.8 million.
The loan agreement for the Kenya Debt requires that the debt be paid either (i) in future installments subject to the satisfaction of specified conditions or (ii) three years from the note origination date with an optional two year extension.
+Added: In October 2021, the optional two year extension was exercised.
(4) Related to a seller-financed acquisition.
Denominated in USD with an original principal amount of $ 2.5 million.
−Removed: (7) Related to the Eaton Towers Acquisition.
−Removed: Denominated in multiple currencies, including USD, EUR, KES and XOF.
−Removed: During the year ended December 31, 2020, the Company repaid all of the outstanding Eaton Towers Debt.
−Removed: Pursuant to the agreement governing the Colombian Credit Facility, payments of principal and interest are generally payable quarterly in arrears.
−Removed: Outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.
−Removed: The Colombian Credit Facility may be prepaid in whole or in part at any time, subject to certain limitations and prepayment consideration.
−Removed: The Colombian Credit Facility is secured by, among other things, liens on towers owned by the applicable borrower.
Each of the agreements governing the other subsidiary debt contains contractual covenants and other restrictions.
Failure to comply with certain of the financial and operating covenants could constitute a default under the applicable debt agreement, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
−Removed: InSite Debt — The InSite Debt includes securitizations entered into by certain InSite subsidiaries.
+Added: InSite Debt — The InSite Debt included securitizations entered into by certain InSite subsidiaries.
The Company acquired this debt in connection with the InSite Acquisition.
1 unchanged sentence
On January 15, 2021, the Company repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $ 826.4 million, including $ 2.3 million in accrued and unpaid interest.
−Removed: The Company recorded a loss on retirement of long-term obligations of approximately $ 24.5 million, which consists of prepayment consideration offset by the unamortized fair value adjustment recorded upon acquisition.
−Removed: The repayment of the InSite Debt was funded with borrowings from the 2019 Multicurrency Credit Facility and the 2019 Credit Facility, and cash on hand.
+Added: The Company recorded a loss on retirement of long-term obligations of approximately $ 25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition.
+Added: The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and cash on hand.
+Added: CoreSite Debt — The CoreSite Debt included senior unsecured notes previously entered into by CoreSite.
+Added: The Company acquired this debt in connection with the CoreSite Acquisition.
+Added: The CoreSite Debt was recorded at fair value upon the closing of the CoreSite Acquisition.
+Added: On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $ 962.9 million, including $ 80.1 million of prepayment consideration and $ 7.8 million in accrued and unpaid interest.
+Added: The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: As of December 31, 2020, the key terms were as follows:
+Added: As of December 31, 2021, the key terms of the CoreSite Debt were as follows:
Carrying Value Interest Rate Maturity Date
−Removed: 2016-1 Securitized Debt (1)
−Removed: Series 2016-1A Class A $ 218.0 $ — 2.883 % November 15, 2023
−Removed: Series 2016-1A Class B 22.4 — 4.557 % November 15, 2023
−Removed: Series 2016-1A Class C 75.7 — 6.414 % November 15, 2023
−Removed: 2018-1 Securitized Debt (2)
−Removed: Series 2018-1A Class A 235.4 — 4.103 % December 15, 2025
−Removed: Series 2018-1A Class B 60.5 — 4.844 % December 15, 2025
−Removed: Series 2018-1A Class C 22.8 — 6.115 % December 15, 2025
−Removed: 2020-1 Securitized Debt (3)
−Removed: Series 2020-1A Class A 121.5 — 1.496 % September 15, 2025
−Removed: Series 2020-1A Class B 21.7 — 2.488 % September 15, 2025
−Removed: Series 2020-1A Class C 22.0 — 4.213 % September 15, 2025
−Removed: Total InSite Debt $ 800.0 $ —
−Removed: _______________
−Removed: (1) Maturity dates reflect the anticipated repayment dates;
−Removed: final legal maturity is November 15, 2046.
−Removed: (2) Maturity dates reflect the anticipated repayment dates;
−Removed: final legal maturity is December 15, 2048.
−Removed: (3) Maturity dates reflect the anticipated repayment dates;
−Removed: final legal maturity is September 15, 2050.
+Added: 2023 Senior unsecured notes $ 156.7 4.19 % June 15, 2023
+Added: 2024 Senior unsecured notes 185.1 3.91 % April 20, 2024
+Added: 2026 Senior unsecured notes 219.4 4.11 % April 17, 2026
+Added: 2027 Senior unsecured notes 163.9 3.75 % May 6, 2027
+Added: 2029 Senior unsecured notes 230.0 4.31 % April 17, 2029
+Added: Total CoreSite Debt $ 955.1
Finance Lease Obligations —The Company’s finance lease obligations appro ximated $ 31.6 million and $ 27.9 million as of December 31, 2021 and 2020, respective ly.
2 unchanged sentences
Fiscal Year Amount
+Added: 2022 $ 4,568.7
Thereafter 19,820.5
8 unchanged sentences
Other non-current liabilities $ 1,189.8 $ 984.6
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
ASSET RETIREMENT OBLIGATIONS
9 unchanged sentences
As of December 31, 2021, the estimated undiscounted future cash outlay for asset retirement obligations was $ 4.2 billion.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
FAIR VALUE MEASUREMENTS
11 unchanged sentences
Interest rate swap agreements — $ 11.0 — — $ 29.2 —
−Removed: Embedded derivative in lease agreement — — — — — $ 10.7
+Added: Investments in equity securities (1) $ 37.1 — — — $ 6.0 —
Interest rate swap agreements — — — — $ 0.1 —
1 unchanged sentence
_______________
+Added: (1) Investments in equity securities are recorded in Notes receivable and other non-current assets in the consolidated balance sheet at fair value.
+Added: Unrealized holding gains and losses for equity securities are recorded in Other income (expense) in the consolidated statements of operations in the current period.
+Added: During the year ended December 31, 2021 , the Company recognized unrealized gains of $ 6.1 million for equity securities held as of December 31, 2021.
(2) Included in the carrying values of the corresponding debt obligations.
2 unchanged sentences
For derivative instruments that are designated and qualify as fair value hedges, changes in the value of the derivatives are recognized in the consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk.
−Removed: For derivative instruments that are designated and qualify as cash flow hedges, the Company records the change in fair value for the effective portion of the cash flow hedges in AOCL in the consolidated balance sheets and reclassifies a portion of the value from AOCL into Interest expense on a quarterly basis as the cash flows from the hedged item
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: affects earnings.
+Added: For derivative instruments that are designated and qualify as cash flow hedges, the Company records the change in fair value for the effective portion of the cash flow hedges in AOCL in the consolidated balance sheets and reclassifies a portion of the value from AOCL into Interest expense on a quarterly basis as the cash flows from the hedged item affects earnings.
The Company records the settlement of interest rate swap agreements in (Loss) gain on retirement of long-term obligations in the consolidated statements of operations in the period in which the settlement occurs.
2 unchanged sentences
The interest rate swap agreements require the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 3.000 % through June 15, 2023.
−Removed: The Company entered into three interest rate swap agreements with an aggregate notional value of $ 600.0 million related to the 2.250 % senior unsecured notes due 2022 (the “ 2.250 % Notes”).
+Added: The Company entered into three interest rate swap agreements with an aggregate notional value of $ 600.0 million related to the 2.250 % Notes.
These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge against changes in fair value of the 2.250 % Notes resulting from changes in interest rates.
−Removed: The interest rate swap agreements require the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 2.250 % through January 15, 2022.
−Removed: The fair value of the U.S.
−Removed: interest rate swap asset of $ 29.2 million was included in Other non-current assets on the consolidated balance sheets at December 31, 2020.
−Removed: The fair values of the U.S.
−Removed: interest rate swap asset of $ 9.0 million and U.S.
−Removed: interest rate swap liability of $ 7.4 million were included in Other non-current assets and Other non-current liabilities, respectively, on the consolidated balance sheets at December 31, 2019.
+Added: The interest rate swap agreements required the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 2.250 % through January 15, 2022.
+Added: The interest rate swap agreements expired upon repayment of the 2.250 % Notes in full on January 14, 2022 upon maturity.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: The fair value of the interest rate swap agreements in the United States at December 31, 2021 and 2020 was $ 11.0 million and $ 29.2 million, respectively, and was included in Other non-current assets on the consolidated balance sheets.
During the year ended December 31, 2021, the Company recorded net fair value adjustments of $ 0.9 million related to interest rate swaps and the change in fair value of debt due to interest rate swaps in Other expense in the consolidated statements of operations.
−Removed: One of the Company’s Colombian subsidiaries is party to an interest rate swap agreement with certain lenders under the Colombian Credit Facility (the “Colombia Interest Rate Swap”).
+Added: One of the Company’s Colombian subsidiaries was party to an interest rate swap agreement with certain lenders under the Colombian Credit Facility (the “Colombia Interest Rate Swap”).
The Colombia Interest Rate Swap, which was designated as a cash flow hedge at inception, was entered into to manage exposure to variability in interest rates on debt.
−Removed: The Colombia Interest Rate Swap requires the payment of a fixed interest rate of 5.37 % and pays variable interest at the three-month Inter-bank Rate through the earlier of termination of the underlying debt or April 24, 2021.
−Removed: As of December 31, 2020, the aggregate notional amount of the Colombia Interest Rate Swap was 30.0 billion COP ($ 8.7 million).
−Removed: The fair value of the Colombia Interest Rate Swap as of December 31, 2020 and 2019 was less than $ 0.1 million and $ 0.1 million, respectively, and was included in Other non-current liabilities on the consolidated balance sheets.
−Removed: Embedded Derivative in Lease Agreement
−Removed: In connection with the acquisition of communications sites in Nigeria, the Company entered into a site lease agreement where a portion of the monthly rent to be received is escalated based on an index outside the lessor’s economic environment.
−Removed: The fair value of the portion of the lease tied to the U.S.
−Removed: CPI was $ 14.6 million at the date of acquisition and was recorded in Notes receivable and other non-current assets on the consolidated balance sheets.
−Removed: During the year ended December 31, 2020, the Company recorded an adjustment to the embedded derivative of $ 10.2 million, which is included in Other income (expense) in the consolidated statements of operations.
−Removed: As of December 31, 2020, the Company had no embedded derivatives outstanding.
−Removed: Redeemable Noncontrolling Interests
−Removed: The Company records the carrying amount of the redeemable noncontrolling interests as described in note 15.
+Added: The Colombia Interest Rate Swap required the payment of a fixed interest rate of 5.37 % and paid variable interest at the three-month Inter-bank Rate through the earlier of termination of the underlying debt or April 24, 2021.
+Added: On April 24, 2021, the interest rate swap agreement with certain lenders under the Colombian Credit Facility expired upon maturity of the underlying debt.
+Added: As of December 31, 2021, there were no amounts outstanding under the Colombia Interest Rate Swap.
+Added: The fair value of the Colombia Interest Rate Swap as of December 31, 2020 was less than $ 0.1 million and was included in Other non-current liabilities on the consolidated balance sheets.
Items Measured at Fair Value on a Nonrecurring Basis
5 unchanged sentences
There were no other items measured at fair value on a nonrecurring basis during the year ended December 31, 2021.
−Removed: Fair Value of Financial Instruments —The Company’s financial instruments for which the carrying value reasonably approximates fair value at December 31, 2020 and 2019 include cash and cash equivalents, restricted cash, accounts receivable
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: and accounts payable.
+Added: Fair Value of Financial Instruments —The Company’s financial instruments for which the carrying value reasonably approximates fair value at December 31, 2021 and 2020 include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.
The Company’s estimates of fair value of its long-term obligations, including the current portion, are based primarily upon reported market values.
7 unchanged sentences
The following information pertains to the Company’s income taxes on a consolidated basis.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
The income tax provision from continuing operations consisted of the following:
11 unchanged sentences
In addition, the Company is able to offset certain income by utilizing its remaining NOLs, subject to specified limitations.
+Added: For the year ended December 31, 2021, the change in the income tax provision was primarily attributable to increases in reserves for uncertain tax positions and tax audit settlements, primarily in the United States and Mexico, in the current year.
In 2019, there was an income tax law change in India that allows companies to elect into an optional concessional tax regime.
1 unchanged sentence
As a result, the Company recorded a $ 113.0 million one-time tax benefit during the year ended December 31, 2019 arising from revaluing its net deferred tax liability.
−Removed: In 2018, the income tax benefit was attributable to impairment charges and accelerated amortization on intangible assets taken in India as well as a benefit of $ 85.7 million related to the restructuring of international operations in certain jurisdictions.
−Removed: These benefits were partially offset by the receipt of the payment related to the Tata settlement.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
Reconciliation between the U.S.
19 unchanged sentences
Total $ 2,829.4 $ 1,821.1 $ 1,916.4
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
The components of the net deferred tax asset and liability and related valuation allowance were as follows:
8 unchanged sentences
Nondeductible interest 76.2 60.9
+Added: Tax credits 82.4 49.3
Items not currently deductible and other 45.4 16.5
10 unchanged sentences
The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
−Removed: Management assesses the available evidence to estimate if sufficient future taxable
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: income will be generated to use the existing deferred tax assets.
+Added: Management assesses the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.
Valuation allowances may be reversed if, based on changes in facts and circumstances, the net deferred tax assets have been determined to be realizable.
14 unchanged sentences
Based on its current outlook of future taxable income during the carryforward period, the Company believes that deferred tax assets, other than those for which a valuation allowance has been recorded, will be realized.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
At December 31, 2021, the Company had net federal, state and foreign operating loss carryforwards available to reduce future taxable income.
22 unchanged sentences
_______________
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
+Added: (1) Year ended December 31, 2021 includes adjustments of $( 16.6 ) million due to a reclassification of unrecognized tax benefits to penalties and income tax-related interest expense.
(2) Year ended December 31, 2020 includes adjustments of $( 21.0 ) million for positions related to the Eaton Towers Acquisition that were revised in connection with settlements or effective settlements.
+Added: During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $ 54.2 million in the liability for unrecognized tax benefits.
During the year ended December 31, 2020, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $ 50.5 million.
−Removed: During the years ended December 31, 2019 and 2018, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, which resulted in decreases of $ 2.5 million and $ 9.3 million, respectively, in the liability for unrecognized tax benefits.
+Added: During the year ended December 31, 2019, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, which resulted in a decrease of $ 2.5 million in the liability for unrecognized tax benefits.
The Company recorded penalties and tax-related interest expense to the tax provision of $ 69.5 million, $ 16.4 million and $ 10.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: In addition, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions during the years ended December 31, 2020, 2019 and 2018 by $ 4.8 million, $ 2.7 million and $ 16.2 million, respectively.
+Added: During the year ended December 31, 2021, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 14.6 million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.
+Added: In addition, as a result of a settlement in the United States, $ 45.8 million has been reclassified to Accrued income tax payable as of December 31, 2021.
+Added: During the years ended December 31, 2020 and 2019, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 4.8 million and $ 2.7 million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.
As of December 31, 2021 and 2020, the total amount of accrued income tax-related interest and penalties included in the consolidated balance sheets were $ 42.3 million and $ 34.4 million, respectively.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
The Company has filed for prior taxable years, and for its taxable year ended December 31, 2021 will file, numerous consolidated and separate income tax returns, including U.S.
federal and state tax returns and foreign tax returns.
−Removed: The Company is subject to examination in the U.S.
−Removed: and various state and foreign jurisdictions for certain tax years.
+Added: The Company is subject to examination in the United States and various state and foreign jurisdictions for certain tax years.
As a result of the Company’s ability to carryforward federal, state and foreign NOLs, the applicable tax years generally remain open to examination several years after the applicable loss carryforwards have been used or have expired.
3 unchanged sentences
Summary of Stock-Based Compensation Plans —The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees.
−Removed: The 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards.
+Added: The Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards.
Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant.
2 unchanged sentences
As of December 31, 2021, the Company had the ability to grant stock-based awards with respect to an aggregate of 5.9 million shares of common stock under the 2007 Plan.
+Added: In connection with the CoreSite Acquisition, the Company assumed the remaining shares previously available for issuance under a plan approved by the CoreSite shareholders, which converted into 1.4 million shares of the Company’s common stock.
+Added: These shares will be available for issuance under the 2007 Plan, however, will only be available for grants to certain employees and will not be available for issuance beyond the period when they would have been available under the CoreSite plan, or March 20, 2023, at which time they will no longer be available for grant.
In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15 % discount from the lower of the closing market value on the first or last day of such offering period.
The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.
−Removed: During the years ended December 31, 2020, 2019 and 2018, the Company recorded and capitalized the following stock-based compensation expenses:
+Added: During the years ended December 31, 2021, 2020 and 2019, the Company recorded the following stock-based compensation expenses:
2021 (1) 2020 (2) 2019 (2)
−Removed: Stock-based compensation expense - Property $ 1.9 $ 1.8 $ 2.4
−Removed: Stock-based compensation expense - Services 1.1 1.0 0.9
−Removed: Stock-based compensation expense - SG&A 117.8 108.6 134.2
−Removed: Total stock-based compensation expense $ 120.8 $ 111.4 $ 137.5
−Removed: Stock-based compensation expense capitalized as property and equipment $ 1.7 $ 1.6 $ 2.0
+Added: Stock-based compensation expense $ 119.5 $ 120.8 $ 111.4
+Added: _______________
+Added: (1) For the year ended December 31, 2021, stock-based compensation expense consisted of $ 119.5 million, included in selling, general, administrative and development expense.
+Added: (2) For the years ended December 31, 2020 and 2019, stock-based compensation expense consisted of (i) $ 1.9 million and $ 1.8 million, respectively, included in Property costs of operations, (ii) $ 1.1 million and $ 1.0 million, respectively, included in Services costs of operations and (iii) $ 117.8 million and $ 108.6 million, respectively, included in selling, general, administrative and development expense.
+Added: For the years ended December 31, 2020 and 2019, stock-based compensation expense capitalized as property and equipment was $ 1.7 million and $ 1.6 million, respectively.
Stock Options —There were no options granted during the years ended December 31, 2021, 2020 and 2019.
1 unchanged sentence
The intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 176.7 million, $ 176.3 million and $ 145.5 million, respectively.
−Removed: As of December 31, 2020, total unrecognized compensation expense related to unvested stock options was less than $ 0.1 million and is expected to be recognized over a weighted average period of less than
+Added: As of December 31, 2021, there was no unrecognized compensation expense related to unvested stock options.
+Added: The amount of cash received from the exercise of stock options was $ 82.5 million during the year ended December 31, 2021.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: The amount of cash received from the exercise of stock options was $ 84.7 million during the year ended December 31, 2020.
The Company’s option activity for the year ended December 31, 2021 was as follows (share and per share data disclosed in full amounts):
8 unchanged sentences
Exercisable as of December 31, 2021 1,067,999 $ 89.57 3.05 $ 216.7
−Removed: Vested or expected to vest as of December 31, 2020 2,016,261 $ 88.36 3.15 $ 274.4
+Added: Vested as of December 31, 2021 1,067,999 $ 89.57 3.05 $ 216.7
The following table sets forth information regarding options outstanding at December 31, 2021 (share and per share data disclosed in full amounts):
20 unchanged sentences
1,067,999 $ 89.57 3.05 1,067,999 $ 89.57
−Removed: $ 50.78 - $ 121.15
−Removed: 2,016,261 $ 88.36 3.15 2,014,628 $ 88.33
Restricted Stock Units and Performance-Based Restricted Stock Units — The Company’s RSU and PSU activity for the year ended December 31, 2021 was as follows (share and per share data disclosed in full amounts):
2 unchanged sentences
Granted (2) 555,498 206.34 109,993 205.58
+Added: CoreSite replacement awards (3) 134,469 288.49 — —
Vested and Released (4) ( 580,272 ) 170.90 ( 162,882 ) 145.08
8 unchanged sentences
(1) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs and the 2019 PSUs (each as defined below), or 70,739 and 86,889 shares, respectively, and the shares issuable at the end of the three-year vesting period for the PSUs granted in 2018 (the “2018 PSUs”), based on achievement against the performance metrics for the three-year performance period, or 162,882 shares.
−Removed: (2) PSUs consist of the target number of shares issuable at the end of the three -year performance period for the 2020 PSUs, or 110,925 shares, which includes 17,593 shares granted during the three months ended June 30, 2020 to the Company’s newly appointed Chief Executive Officer (“CEO”) and Chief Financial Officer and also includes 40,186 shares granted to the Company’s former CEO during the three months ended March 31, 2020 which were subsequently forfeited upon his retirement.
+Added: (2) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2021 PSUs (as defined below), or 98,694 shares.
PSUs also includes the shares above target that are issuable for the 2019 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the three-year performance period, or 11,299 shares.
−Removed: (3) This includes 19,810 of previously vested and deferred RSUs.
+Added: (3) As discussed in note 6, pursuant to the terms of the CoreSite Acquisition, the Company issued the CoreSite Replacement Awards.
+Added: The CoreSite Replacement Awards will continue to vest in accordance with the terms of CoreSite’s equity plan.
+Added: The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services to be recorded as stock-based compensation over the remaining vesting period.
+Added: As of December 31, 2021, total unrecognized compensation expense related to the CoreSite Replacement Awards was $ 21.7 million and is expected to be recognized over a weighted average period of approximately two years .
+Added: (4) Includes 58,204 of previously vested and deferred RSUs.
PSUs consist of shares vested pursuant to the 2018 PSUs.
There are no additional shares to be earned related to the 2018 PSUs.
−Removed: (4) PSUs consist of shares forfeited in connection with the retirement of the Company’s former CEO, which includes the target number of shares issuable at the end of the three -year performance period for the 2020 PSUs and the pro-rated target numbers of shares issuable at the end of the three -year performance periods for the 2019 PSUs and the 2018 PSUs as calculated pursuant to the award agreements related to the 2019 PSUs and the 2018 PSUs.
(5) Vested and deferred RSUs are related to deferred compensation for certain former employees.
3 unchanged sentences
Performance-Based Restricted Stock Units— During the years ended December 31, 2021, 2020 and 2019, the Company’s Compensation Committee granted an aggregate of 98,694 PSUs (the “2021 PSUs”), 110,925 PSUs (the “2020 PSUs”) and 114,823 PSUs (the “2019 PSUs”), respectively, to its executive officers and established the performance metrics for these awards.
+Added: During the year ended December 31, 2020, in connection with the retirement of the Company’s former Chief Executive Officer, an aggregate of 68,120 shares underlying the 2020 PSUs and the 2019 PSUs were forfeited, which included the target number of shares issuable at the end of the three-year performance period for such executive’s 2020 PSUs and the pro-rated target number of shares issuable at the end of the three-year performance period for such executive’s 2019 PSUs as calculated pursuant to the award agreement related to the 2019 PSUs.
Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 2021 PSUs, the 2020 PSUs and the 2019 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero to 200 % of the target amounts.
9 unchanged sentences
In connection with the Viom Acquisition, the Company, through one of its subsidiaries, entered into a shareholders agreement (the “Shareholders Agreement”) with Viom and the following remaining Viom shareholders:
−Removed: Tata Sons Limited (“Tata Sons”), Tata Teleservices, IDFC Private Equity Fund III (“IDFC”), Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (together, “Macquarie,” and, collectively with Tata Sons, Tata Teleservices and IDFC, the “Remaining Shareholders”).
−Removed: The Shareholders Agreement also provides the Remaining Shareholders with put options, which allow them to sell outstanding shares of ATC TIPL to the Company, and the Company with call options, which allow it to buy the noncontrolling shares of ATC TIPL.
−Removed: The put options, which are not under the Company’s control, cannot be separated from the noncontrolling interests.
−Removed: As a result, the combination of the noncontrolling interests and the redemption feature requires classification as redeemable noncontrolling interests in the consolidated balance sheet, separate from equity.
−Removed: The noncontrolling interests become redeemable after the passage of time, and therefore, the Company records the carrying amount of the noncontrolling interests outside of permanent equity at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and foreign currency translation adjustments, or (ii) the
+Added: Tata Sons Limited (“Tata Sons”), Tata Teleservices Limited (“Tata Teleservices”), IDFC Private Equity Fund III (“IDFC”), Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (together, “Macquarie,” and, collectively with Tata Sons, Tata Teleservices and IDFC, the “Remaining Shareholders”).
+Added: The Shareholders Agreement provided the Remaining Shareholders with put options, which allowed them to sell outstanding shares of ATC TIPL to the Company, and the Company with call options, which allowed it to buy the noncontrolling shares of
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: estimated redemption value.
−Removed: If required, the Company will adjust the redeemable noncontrolling interests to the estimated redemption value on each balance sheet date with changes in the estimated redemption value recognized as an adjustment to Net income attributable to noncontrolling interests.
−Removed: The Company adjusts the estimated redemption value of the noncontrolling interests based on the operating results of ATC TIPL and previously recorded adjustments to the estimated redemption value.
−Removed: The put options may be exercised, requiring the Company to purchase the Remaining Shareholders’ equity interests, on specified dates through March 31, 2021.
+Added: The put options, which were not under the Company’s control, could not be separated from the noncontrolling interests.
+Added: As a result, the combination of the noncontrolling interests and the redemption feature required classification as redeemable noncontrolling interests in the consolidated balance sheet, separate from equity.
During the year ended December 31, 2019, the Company redeemed 50 % of Tata Teleservices and Tata Sons’ combined holdings of ATC TIPL and 100 % of IDFC’s holdings of ATC TIPL, for total consideration of INR 29.4 billion ($ 425.7 million at the date of redemption).
2 unchanged sentences
As a result of the redemption, the Company’s controlling interest in ATC TIPL increased from 79 % to 92 % and the noncontrolling interest decreased from 21 % to 8 %.
−Removed: In February 2021, the Company entered into an agreement with Macquarie to redeem 100 % of their combined holdings in ATC TIPL at price of INR 175 per share, subject to certain adjustments.
−Removed: Accordingly, the Company expects to pay an amount equivalent to INR 12.9 billion (approximately $ 176.6 million) to redeem the shares in 2021, subject to regulatory approval.
−Removed: After the completion of the redemption, the Company will hold a 100 % ownership interest in ATC TIPL.
−Removed: Other Redeemable Noncontrolling Interests —During the year ended December 31, 2020, the Company completed the acquisition of MTN’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $ 524.4 million, including a net adjustment of $ 1.4 million made during the three months ended March 31, 2020, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51 % to 100 %.
−Removed: During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owns and operates wireless communications towers in France.
−Removed: The Company’s controlling interest in Eure-et-Loir is 51 % with local partners holding a 49 % noncontrolling interest.
−Removed: The value of the Eure-et-Loir interests as of December 31, 2020 was $ 2.6 million.
+Added: During the year ended December 31, 2021, the Company redeemed 100 % of Macquarie’s combined holdings in ATC TIPL, for total consideration of INR 12.9 billion (approximately $ 173.2 million at the date of redemption).
+Added: The redemption is reflected in the consolidated statements of equity as (i) an increase in Additional Paid-in Capital of $ 84.2 million and (ii) an increase in Accumulated other comprehensive loss of $ 46.3 million.
+Added: As a result of the redemption, the Company now holds a 100 % ownership interest in ATC TIPL.
+Added: Other Redeemable Noncontrolling Interests —During the year ended December 31, 2020, the Company completed the acquisition of MTN Group Limited’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $ 524.4 million, including a net adjustment of $ 1.4 million made during the three months ended March 31, 2020, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51 % to 100 %.
+Added: During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owned and operated wireless communications towers in France.
+Added: During the year ended December 31, 2021, the Company liquidated its interests in Eure-et-Loir for total consideration of 2.2 million EUR (approximately $ 2.5 million at the date of redemption).
The changes in Redeemable noncontrolling interests for the years ended December 31, 2021, 2020 and 2019 were as follows:
3 unchanged sentences
Additions to redeemable noncontrolling interests — — 525.7
−Removed: Net income (loss) attributable to noncontrolling interests 6.6 35.8 ( 87.9 )
+Added: Net income attributable to noncontrolling interests 6.4 6.6 35.8
Adjustment to noncontrolling interest redemption value 1.2 ( 14.0 ) ( 35.8 )
−Removed: Adjustment to noncontrolling interest due to merger — — ( 28.1 )
+Added: Adjustment to noncontrolling interest due to purchase ( 37.9 ) — —
Purchase of redeemable noncontrolling interest ( 175.7 ) ( 861.7 ) ( 425.7 )
10 unchanged sentences
The Company intends to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness.
−Removed: As of December 31, 2020, the Company has not sold any shares of common stock under the 2020 ATM Program.
+Added: As of December 31, 2021, the Company has no t sold any shares of common stock under the 2020 ATM Program.
+Added: Common Stock Offering — On May 10, 2021, the Company completed a registered public offering of 9,000,000 shares of its common stock, par value $ 0.01 per share, at $ 244.75 per share.
+Added: On May 10, 2021, the Company issued an additional 900,000 shares of its common stock in connection with the underwriters’ exercise in full of their over-allotment option.
+Added: Aggregate net proceeds from this offering were approximately $ 2.4 billion after deducting underwriting discounts and estimated offering expenses.
+Added: The Company used the net proceeds to finance the Telxius Acquisition.
Stock Repurchase Programs —In March 2011, the Company’s Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $ 1.5 billion of its common stock (the “2011 Buyback”).
In December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company is authorized to repurchase up to $ 2.0 billion of its common stock (the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
−Removed: During the year ended December 31, 2020, the Company repurchased 264,086 shares of its common stock under the 2011 Buyback for an aggregate of $ 56.0 million, including commissions and fees.
−Removed: As of December 31, 2020, the Company had repurchased a total of 14,361,283 shares of its common stock under the 2011 Buyback for an aggregate of $ 1.5 billion, including commissions and fees.
+Added: During the year ended December 31, 2021, there were no repurchases under either of the Buyback Programs.
+Added: As of December 31, 2021, the Company has repurchased a total of 14,361,283 shares of its common stock under the 2011 Buyback for an aggregate of $ 1.5 billion, including commissions and fees.
There were no repurchases under the 2017 Buyback.
13 unchanged sentences
Common Stock $ 5.21 $ 2,359.4 $ 4.53 $ 2,010.7 $ 3.78 $ 1,672.8
−Removed: Series B Preferred Stock (1) $ — $ — $ — $ — $ 13.75 $ 18.9
−Removed: _______________
−Removed: (1) 5.50 % Mandatory Convertible Preferred Stock, Series B, par value $ 0.01 per share (the “Series B Preferred Stock”), which converted into shares of the Company’s common stock pursuant to the provisions of the Certificate of Designations governing the Series B Preferred Stock in 2018.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: The following table characterizes the tax treatment of distributions declared per share of common stock and Mandatory Convertible Preferred Stock.
+Added: The following table characterizes the tax treatment of distributions declared per share of common stock.
For the year ended December 31,
4 unchanged sentences
Total $ 6.4200 (1) 100.00 % $ 3.3200 (2) 100.00 % $ 3.7800 100.00 %
−Removed: Series B Preferred Stock (2)
−Removed: Ordinary dividend $ — — % $ — — % $ 2.1314 (3) 100.00 %
−Removed: Capital gains distribution — — — — — —
−Removed: Total $ — — % $ — — % $ 2.1314 100.00 %
_______________
−Removed: (1) Excludes dividend declared on December 3, 2020 of $ 1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which will apply to the 2021 tax year.
−Removed: (2) Represents the tax treatment on dividends per depositary share, each of which represents a 1/10th interest in a share of Series B Preferred Stock.
−Removed: (3) Includes a deemed distribution as a result of a conversion rate adjustment triggered on January 18, 2018.
+Added: (1) Includes dividend declared on December 15, 2021 of $ 1.39 per share, which was paid on January 14, 2022 to common stockholders of record at the close of business on December 27, 2021.
+Added: Also includes dividend declared on December 3, 2020 of $ 1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: (2) Excludes dividend declared on December 3, 2020 of $ 1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting.
2 unchanged sentences
To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.
−Removed: Dividend to noncontrolling interest — The Company’s joint ventures may, from time to time, declare dividends.
−Removed: During the year ended December 31, 2020, ATC Europe declared a dividend of EUR 13.2 million (approximately $ 16.2 million) payable in cash to the Company and PGGM in proportion to their respective equity interests in the joint venture on or before June 30, 2021 and is accrued for as of December 31, 2020.
+Added: NONCONTROLLING INTERESTS
+Added: Dividend to noncontrolling interest —Certain of the Company’s subsidiaries may, from time to time, declare dividends.
+Added: During the year ended December 31, 2021, AT Iberia C.V.
+Added: declared a dividend of 14.0 million EUR (approximately $ 15.9 million) payable pursuant to the terms of the ownership agreements to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.
+Added: During the year ended December 31, 2020, the subsidiary that primarily consisted of the Company’s operations in France, Germany and Poland (“Former ATC Europe”) declared a dividend of 13.2 million EUR (approximately $ 16.2 million as of December 31, 2020) payable in cash to the Company and PGGM in proportion to their respective equity interests in Former ATC Europe.
+Added: The dividend was paid on January 6, 2021.
+Added: Purchase of Interests —During the year ended December 31, 2021, the Company purchased the remaining minority interests held in a subsidiary in the United States for total consideration of $ 6.0 million.
+Added: The purchase price was settled with unregistered shares of the Company’s common stock, in lieu of cash.
+Added: The Company now owns 100 % of the subsidiary as a result of the purchase.
+Added: Reorganization of European Interests —During the year ended December 31, 2021, in connection with the funding of the Telxius Acquisition, the Company completed a reorganization of its subsidiaries in Europe.
+Added: As part of the reorganization, PGGM converted its previously held 49 % noncontrolling interest in Former ATC Europe into noncontrolling interests in new subsidiaries, consisting of the Company's operations in Germany and Spain, inclusive of the assets acquired pursuant to the Telxius Acquisition.
+Added: The reorganization included cash consideration paid to PGGM of 178.0 million EUR (approximately $ 214.9 million).
+Added: The reorganization is reflected in the consolidated statements of equity as (i) a reduction in Additional Paid-in Capital of $ 648.4 million and (ii) an increase in Noncontrolling Interests of $ 601.0 million, and in the consolidated statements of comprehensive income (loss) as an increase in Comprehensive income attributable to American Tower Corporation stockholders of $ 47.4 million.
+Added: CDPQ and Allianz Partnerships —During the year ended December 31, 2021, the Company entered into agreements with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”), for CDPQ and Allianz to acquire 30 % and 18 % noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”).
+Added: The Company completed the ATC Europe Transactions during the year ended December 31, 2021 for total aggregate consideration of 2.6 billion EUR (approximately $ 3.1 billion at the date of closing).
+Added: After the completion of the ATC Europe Transactions, the Company holds a 52 % controlling ownership interest in ATC Europe.
+Added: As of December 31, 2021, ATC Europe consists of the Company’s operations in France, Germany, Poland and Spain.
+Added: The Company currently holds a 52 % controlling interest in ATC Europe, with CDPQ and Allianz holding 30 % and 18 % noncontrolling interests, respectively.
+Added: ATC Europe holds a 100 % interest in the subsidiaries that consist of the Company’s operations in France and Poland and an 87 % and an 83 % controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a 13 % and a 17 % noncontrolling interest in each respective subsidiary.
+Added: Bangladesh Partnership —During the year ended December 31, 2021, the Company acquired a 51 % controlling interest in KTBL for 900 million BDT (approximately $ 10.6 million at the date of closing).
+Added: Confidence Group holds a 49 % noncontrolling interest in KTBL.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: The changes in noncontrolling interests were as follows:
+Added: Year Ended December 31,
+Added: Balance as of January 1, $ 474.9
+Added: ATC Europe Transactions (1) 3,078.2
+Added: Bangladesh partnership (2) 10.2
+Added: Adjustment to noncontrolling interest due to reorganization (3) 601.0
+Added: Redemption of noncontrolling interest (4) ( 1.7 )
+Added: Net loss attributable to noncontrolling interests ( 7.7 )
+Added: Foreign currency translation adjustment attributable to noncontrolling interests, net of tax ( 163.4 )
+Added: Distributions to noncontrolling interest holders ( 3.1 )
+Added: Balance as of December 31, $ 3,988.4
+Added: _______________
+Added: (1) Represents the impact of contributions received from CDPQ and Allianz described above on Noncontrolling interests as of December 31, 2021.
+Added: Reflected within Contributions from noncontrolling interest holders in the consolidated statements of equity.
+Added: (2) Represents the impact of contributions made by the Company to establish the joint venture in Bangladesh described above on Noncontrolling interests as of December 31, 2021.
+Added: Reflected within Purchase of noncontrolling interest in the consolidated statements of equity.
+Added: (3) Represents the impact of the reorganization of European interests described above on Noncontrolling interests as of December 31, 2021.
+Added: (4) Represents the impact of the purchase of interests described above on Noncontrolling interests as of December 31, 2021.
OTHER OPERATING EXPENSE
11 unchanged sentences
_______________
+Added: (1) The increase in Other operating expenses during the year ended December 31, 2021 was primarily due to acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.
(2) For the year ended December 31, 2020, Other operating expenses includes an $ 11.9 million benefit in Brazil.
(3) For the year ended December 31, 2019, Other operating expenses includes $ 13.1 million of refunds related to pre-acquisition contingencies and settlements.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
Impairment charges included the following for the years ended December 31,:
6 unchanged sentences
_______________
−Removed: (1) For the year ended December 31, 2018, impairment charges on tower and network location intangible assets included $ 258.3 million in India primarily related to carrier consolidation-driven churn events.
−Removed: In addition, the Company fully impaired the tenant relationship for Aircel Ltd., which resulted in an impairment charge of $ 107.3 million.
+Added: (1) During the year ended December 31, 2021, impairment charges relate to a fully impaired tenant relationship in Africa.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
EARNINGS PER COMMON SHARE
1 unchanged sentence
2021 2020 2019
−Removed: Net income attributable to American Tower Corporation stockholders $ 1,690.6 $ 1,887.8 $ 1,236.4
−Removed: Dividends on preferred stock — — ( 9.4 )
Net income attributable to American Tower Corporation common stockholders $ 2,567.7 $ 1,690.6 $ 1,887.8
8 unchanged sentences
Restricted stock awards — 1 2
−Removed: Preferred stock (1) — — 1,456
−Removed: _______________
−Removed: (1) For the years ended December 31, 2020 and 2019, the Company had no preferred stock outstanding.
COMMITMENTS AND CONTINGENCIES
6 unchanged sentences
Each tower is assigned to an annual tranche, ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche.
−Removed: The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
+Added: The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related towers.
The aggregate purchase option price for the towers leased and subleased is approximately $ 5.0 billion.
8 unchanged sentences
The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T.
−Removed: As of December 31, 2020, the Company has purchased an aggregate of 331 of the subleased towers which are subject to the applicable agreement, including 103 towers purchased during the year ended December 31, 2020 for an aggregate purchase price of $ 55.7 million.
−Removed: The aggregate purchase option price for the remaining towers leased and subleased is $ 973.4 million and includes per annum accretion through the applicable expiration of the lease or sublease of a site.
+Added: As of December 31, 2021, the Company has purchased an aggregate of approximately 400 of the subleased towers which are subject to the applicable agreement, including 58 towers purchased during the year ended December 31, 2021 for an aggregate purchase price of $ 35.3 million.
+Added: The aggregate purchase option price for the remaining towers leased and subleased is $ 1.0 billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site.
For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 2025 at the then-current monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy.
Thereafter, AT&T shall have the right to renew such lease for up to five successive five-year terms.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
Other Contingencies —The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities.
17 unchanged sentences
The Company has not historically made any material payments under these agreements and, as of December 31, 2021, is not aware of any agreements that could result in a material payment.
−Removed: If the Company is unable to close the Pending Telxius Acquisition, as defined in note 23, the Company would be liable under the terms of the agreements to make certain payments to Telxius, which could be material.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
SUPPLEMENTAL CASH FLOW INFORMATION
9 unchanged sentences
Fair value of debt assumed through acquisitions (1) 955.1 800.0 329.8
−Removed: Acquisition of Commercialization Rights (2) — — 24.8
−Removed: Debt financed acquisition of communication sites — — 54.2
Settlement of third-party debt ( 12.7 ) ( 5.0 ) —
+Added: Replacement awards (2) 17.1 — —
_______________
+Added: (1) For the year ended December 31, 2021, consists of the CoreSite Debt.
For the year ended December 31, 2020, consists of the InSite Debt.
−Removed: (2) Related to the note extinguishment with TV Azteca, S.A.
+Added: (2) For the year ended December 31, 2021, consists of CoreSite Acquisition purchase consideration related to the CoreSite Replacement Awards (as described in note 6).
BUSINESS SEGMENTS
−Removed: The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries.
−Removed: This business is referred to as the Company’s property operations.
−Removed: During the fourth quarter of 2020, as a result of the InSite Acquisition, the Company updated the names of its reportable segments to rename U.S.
−Removed: property and Asia property to U.S.
−Removed: & Canada property and Asia-Pacific property, respectively.
−Removed: The Company continues to report its results in six segments – U.S.
−Removed: & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property and services.
−Removed: This change was made to better align the names of the Company’s reportable segments with the geographical areas of the Company’s business operations following the InSite Acquisition.
−Removed: The change in the names the Company’s reportable segments is solely reflective of the inclusion of Canada and Australia in its business operations, as a result of the InSite Acquisition.
−Removed: The change in reportable segments had no impact on the Company’s consolidated financial statements for any prior periods.
−Removed: Historical financial information included in this Annual Report on Form 10-K has not been adjusted.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
+Added: Communications Sites and Related Communications Infrastructure —The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries.
+Added: Data Centers —During the fourth quarter of 2021, as a result of the CoreSite Acquisition, the Company established the Data Centers segment as a reportable segment.
+Added: The Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States.
+Added: The Data Centers segment offers different services from, and requires different resources, skill sets and marketing strategies than, the existing property operating segment in the U.S.
+Added: Prior to this revision, the Company operated in five property business segments:
+Added: & Canada property, (ii) Asia-Pacific property (iii) Africa property, (iii) Europe property and (iv) Latin America property.
As of December 31, 2021, the Company’s property operations consisted of the following:
1 unchanged sentence
• Asia-Pacific:
−Removed: property operations in Australia and India;
+Added: property operations in Australia, Bangladesh, India and the Philippines;
property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;
−Removed: property operations in France, Germany and Poland;
+Added: property operations in France, Germany, Poland and Spain;
• Latin America:
property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru;
−Removed: The Company’s services segment offers tower-related services in the United States, including AZP and structural analysis, which primarily support its site leasing business, including the addition of new tenants and equipment on its sites.
+Added: • Data Centers:
+Added: data center property operations in the United States.
+Added: Services —The Company’s Services segment offers tower-related services in the United States, including AZP and structural analysis, which primarily support its site leasing business, including the addition of new tenants and equipment on its sites.
The services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
6 unchanged sentences
The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses.
−Removed: For reporting purposes, for periods through September 30, 2018,
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
−Removed: the Latin America property segment gross margin and segment operating profit also included Interest income (expense), TV Azteca, net.
These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision).
9 unchanged sentences
and Other income (expense), and (ii) reconciles segment operating profit to Income from continuing operations before income taxes.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
Property Total
1 unchanged sentence
Year ended December 31, 2021 U.S.
−Removed: & Canada Asia-Pacific Africa Europe Latin America
+Added: & Canada Asia-Pacific Africa Europe Latin America Data Centers
Segment revenues $ 4,920.2 $ 1,199.1 $ 1,005.5 $ 496.2 $ 1,465.4 $ 23.2 $ 9,109.6 $ 247.3 $ 9,356.9
10 unchanged sentences
_______________
−Removed: (1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 3.0 million and $ 117.8 million, respectively.
−Removed: (2) Primarily includes interest expense, losses from foreign currency exchange rate fluctuations and $ 222.8 million in impairment charges.
+Added: (1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 119.5 million.
+Added: (2) Primarily includes interest expense and $ 173.7 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(3) Includes $ 5.4 million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(4) Includes $ 35.2 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
Property Total
14 unchanged sentences
_______________
+Added: (1) For the year ended December 31, 2020, U.S.
+Added: & Canada includes the following related to the Company’s data center assets (i) $ 8.5 million of property revenue, (ii) $ 2.5 million of segment operating expenses, (iii) $ 3.2 million of segment selling, general, administrative and development expenses and (iv) $ 0.5 million of capital expenditures.
(2) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 3.0 million and $ 117.8 million, respectively.
−Removed: (2) Primarily includes interest expense.
+Added: (3) Primarily includes interest expense, losses from foreign currency exchange rate fluctuations and $ 222.8 million in impairment charges.
+Added: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in millions, unless otherwise disclosed)
(4) Includes $ 9.2 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
6 unchanged sentences
Segment operating expenses (2) 807.9 715.9 209.0 27.8 411.3 2,171.9 42.1 2,214.0
−Removed: Interest income, TV Azteca, net — — — — ( 0.1 ) ( 0.1 ) — ( 0.1 )
Segment gross margin 3,380.8 501.1 374.9 106.8 929.4 5,293.0 73.3 5,366.3
8 unchanged sentences
_______________
−Removed: (1) Asia-Pacific segment revenues include a net impact of $ 333.7 million as a result of the settlement payment received from Tata in the fourth quarter of 2018.
+Added: (1) For the year ended December 31, 2019, U.S.
+Added: & Canada includes the following related to the Company’s data center assets (i) $ 6.1 million of property revenue, (ii) $ 1.7 million of segment operating expenses, and (iii) $ 2.0 million of segment selling, general, administrative and development expenses.
(2) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 2.8 million and $ 108.6 million, respectively.
−Removed: (3) Primarily includes interest expense and $ 394.0 million in impairment charges.
−Removed: (4) Includes $ 32.0 million of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
−Removed: AMERICAN TOWER CORPORATION AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in millions, unless otherwise disclosed)
+Added: (3) Primarily includes interest expense.
+Added: (4) Includes $ 18.0 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
+Added: (5) Includes $ 29.6 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
Additional information relating to the total assets of the Company’s operating segments is as follows for the years ended December 31,:
−Removed: 2020 2019 2018
Total Assets (1):
4 unchanged sentences
Latin America property 8,433.5 7,434.2
+Added: Data Centers 11,136.3 —
Services 87.2 38.7
3 unchanged sentences
(1) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
+Added: (2) Balance as of December 31, 2020 included $ 92.2 million of data center assets.
(3) Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments.
9 unchanged sentences
Australia 1.8 0.0 —
+Added: Bangladesh (3) 0.4 — —
India 1,196.6 1,139.4 1,217.0
+Added: Philippines (4) 0.3 — —
Burkina Faso 44.7 43.9 —
8 unchanged sentences
Poland 0.5 0.2 —
+Added: Spain (3) 183.3 — —
Latin America (1):
9 unchanged sentences
_______________
−Removed: (1) The Company launched operations in Canada and Australia through the InSite Acquisition, which closed on December 23, 2020.
−Removed: The Company launched operations in Poland through the Poland Acquisition, which closed on June 16, 2020.
(1) Balances are translated at the applicable exchange rate, which may impact comparability between periods.
+Added: (2) Balances include revenue from the Company’s Services and Data Centers segments.
+Added: (3) The Company began operations in Bangladesh through the Bangladesh Acquisition, which closed in August 2021.
+Added: The Company began operations in Spain through the the Telxius Acquisition, which closed in June 2021.
+Added: (4) During the year ended December 31, 2021, the Company began operations in the Philippines through the construction of sites therein.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
6 unchanged sentences
Australia 6.7 20.0
+Added: Bangladesh 16.6 —
India 3,349.0 3,482.3
+Added: Philippines 21.6 —
Burkina Faso 296.5 315.7
7 unchanged sentences
Germany 6,119.6 370.9
+Added: Poland 4.7 2.9
+Added: Spain 3,204.2 —
Latin America (2):
11 unchanged sentences
(2) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
−Removed: The following tenants within the property and services segments individually accounted for 10% or more of the Company’s consolidated operating revenues for the years ended December 31,:
+Added: (3) Balances include the Company’s data centers assets located in the United States.
+Added: The following customers within the property and services segments individually accounted for 10% or more of the Company’s consolidated operating revenues for the years ended December 31,:
2021 2020 2019
−Removed: AT&T 22 % 22 % 19 %
T-Mobile 20 % 19 % 10 %
+Added: AT&T 19 % 22 % 22 %
Verizon Wireless 13 % 14 % 15 %
5 unchanged sentences
SUBSEQUENT EVENTS
−Removed: Pending Telxius Acquisition— On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A.
−Removed: (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company expects to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion EUR (approximately $ 9.4 billion at the date of signing) (the “Pending Telxius Acquisition”), subject to limited adjustments.
−Removed: The Pending Telxius Acquisition is expected to close in tranches beginning in the second quarter of 2021, subject to customary closing conditions, including government and regulatory approval.
−Removed: Repayment of the 2020 Term Loan —On February 5, 2021, the Company repaid all amounts outstanding under the 2020 Term Loan with borrowings from the 2019 Multicurrency Credit Facility and cash on hand.
−Removed: Amendments to Bank Facilities —On February 10, 2021, the Company amended and restated the 2019 Multicurrency Credit Facility and the 2019 Credit Facility and entered into an amendment agreement with respect to the 2019 Term Loan.
−Removed: These amendments, among other things,
−Removed: extend the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2019 Multicurrency Credit Facility and the 2019 Credit Facility, respectively,
−Removed: increase the commitments under the 2019 Multicurrency Credit Facility and the 2019 Credit Facility to $ 4.1 billion and $ 2.9 billion, respectively, of which 1.3 billion EUR borrowed under the 2019 Multicurrency Credit Facility is to be reserved to finance the Pending Telxius Acquisition,
−Removed: increase the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2019 Multicurrency Credit Facility and the 2019 Credit Facility) to $ 6.1 billion and $ 4.4 billion under the 2019 Multicurrency Credit Facility and the 2019 Credit Facility, respectively,
−Removed: expand the sublimit for multicurrency borrowings under the 2019 Multicurrency Credit Facility from $ 1.0 billion to $ 3.0 billion and add a EUR borrowing option for the 2019 Credit Facility with a $ 1.5 billion sublimit,
−Removed: amend the limitation of the Company’s permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the loan agreements for the facilities)),
−Removed: amend the limitation on indebtedness of, and guaranteed by, the Company’s subsidiaries to the greater of (a) $ 3.0 billion and (b) 50 % of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of the Company and its subsidiaries on a consolidated basis and
−Removed: increase the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $ 400.0 million to $ 500.0 million.
−Removed: 2021 Delayed Draw Term Loans —On February 10, 2021, the Company entered into (i) a 1.1 billion EUR (approximately $ 1.3 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder and bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.000 % above the Euro Interbank Offered Rate (“EURIBOR”) (the “2021 364 -Day Delayed Draw Term Loan”) and (ii) an 825.0 million EUR (approximately $ 1.0 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder and bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.125 % above EURIBOR (the “2021 Three Year Delayed Draw Term Loan,” and, together with the 2021 364 -Day Delayed Draw Term Loan, the “2021 Delayed Draw Term Loans”).
−Removed: The loan agreements for the 2021 Delayed Draw Term Loans contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply.
−Removed: Failure to comply with the financial and operating covenants of the loan agreements could not only prevent the Company from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
+Added: Repayment of CoreSite Debt —On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $ 962.9 million, including $ 80.1 million of prepayment consideration and $ 7.8 million in accrued and unpaid interest.
+Added: The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
+Added: Repayment of 2.250 % Senior Notes —On January 14, 2022, the Company repaid $ 600.0 million aggregate principal amount of the 2.250 % Notes upon their maturity.
+Added: The 2.250 % Notes were repaid using borrowings under the 2021 Credit Facility.
+Added: Upon completion of the repayment, none of the 2.250 % Notes remained outstanding.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(Tabular amounts in millions, unless otherwise disclosed)
−Removed: Bridge Facility —In connection with entering into the Pending Telxius Acquisition, the Company entered into a commitment letter (the “Commitment Letter”), dated January 13, 2021, with Bank of America, N.A.
−Removed: and BofA Securities, Inc.
−Removed: (together, “BoA”) pursuant to which BoA has committed to provide up to 7.5 billion EUR (approximately $ 9.1 billion at date of signing) in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Pending Telxius Acquisition.
−Removed: Effective February 10, 2021, the Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $ 5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $ 3.9 billion at the date of signing) of additional committed amounts under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility and the 2021 Delayed Draw Term Loans, as described above.
−Removed: The Commitment Letter contains, and the credit agreement in respect of the Bridge Loan Commitment, if any, will contain, certain customary conditions to funding, including, without limitation, (i) the execution and delivery of definitive financing agreements for the Bridge Loan Commitment and (ii) other customary closing conditions set forth in the Commitment Letter.
−Removed: The Company will pay certain customary commitment fees and, in the event it makes any borrowings in connection with the Bridge Loan Commitment, funding and other fees.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
15 unchanged sentences
218,353 Sites (1) $ 2,325.0 (2) (3) (3) $ 20,394.7 (5) $ ( 7,541.7 ) Various Various Up to 20 years
+Added: 27 Data Centers — (4) (4) 3,554.2 (5) ( 6.4 ) Various Various Up to 40 years
_______________
2 unchanged sentences
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
+Added: (4) The Company has aggregated data center information on a basis consistent with its tower portfolio.
(5) Does not include those sites under construction.
27 unchanged sentences
_______________
+Added: (1) Includes amounts related to the acquisition of data centers.
(2) Includes amounts incurred primarily for the construction of new sites.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.