What changed in this filing

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Item 1A. Risk Factors

2023-02-23 compared with 2022-02-25 · 95 added, 101 removed, 206 unchanged (49% of the section changed)

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• increased mergers, consolidations or exits that reduce the number of communications service providers or increased use of network sharing among governments or communications service providers;

• the financial condition of communications service providers, including as a result of the COVID-19 pandemic;

• the financial condition of communications service providers;

• zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;

• governmental licensing of spectrum or restriction or revocation of our customers’ spectrum licenses;

• a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, such as the material adverse effect of the COVID-19 pandemic on the global economy and markets;

• the ability and willingness of wireless and cloud service providers to maintain or increase capital expenditures on network infrastructure;

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• technological changes.

If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected.

Significant consolidation among our customers could reduce demand for our communications infrastructure and may materially and adversely affect our growth and revenues.

Certain combined companies have rationalized duplicative parts of their networks or modernized their networks, and these and other customers could determine not to renew, or attempt to cancel, avoid or limit leases or related payments with us.

In the event a customer terminates its business or separately sells its spectrum, we may experience increased churn as a result.

Our ongoing contractual revenues and our future results may be negatively impacted if a significant number of these leases are terminated or not renewed.

For example, see our discussion of carrier consolidation-driven churn in our Asia-Pacific property segment and churn as a result of the T-Mobile MLA in our U.S.

& Canada property segment in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”

In addition, extensive sharing of site infrastructure, roaming or resale arrangements among wireless service providers, including due to increases in advanced network technology such as 5G, as an alternative to leasing our communications sites, without compensation to us, may cause new lease activity to slow if carriers utilize shared equipment rather than deploy new equipment, or may result in the decommissioning of equipment on certain existing sites because portions of the customers’ networks may become redundant.

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A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.

A substantial portion of our current and projected future revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.

A substantial portion of our total operating revenues is derived from a small number of customers.

If any of these customers are unwilling or unable to perform their obligations under their agreements with us, our revenues, results of operations, financial condition and liquidity could be materially and adversely affected.

In addition, our growth projections are based on future revenue from a small number of customers, and such projections could be adversely impacted by adverse changes in the creditworthiness and financial strength of our customers.

One or more of our customers, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or terminate operations as a result of a prolonged economic downturn, economic difficulties (including those from the imposition of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial) or otherwise.

The ongoing COVID-19 pandemic could materially and adversely affect our customers through disruptions of, among other things, their ability to procure their equipment through their supply chains and their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks.

The current inflationary and high interest rate environment could materially and adversely affect our customers through disruptions of, among other things, their ability to procure their equipment through their supply chains, their ability to procure power and fuel and their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks.

Such financial difficulties could result in uncollectible accounts receivable and an impairment of our deferred rent asset, tower asset, network location intangible asset, tenant-related intangible asset or goodwill.

The loss of significant customers, or the loss of all or a portion of our anticipated lease revenues from certain customers, could have a material adverse effect on our business, results of operations or financial condition.

Our largest customer in India is VIL, which represented approximately 3.2% of our total revenue for the year ended December 31, 2022.

In the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.

In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023.

However, in early 2023, VIL communicated that it would not be able to resume payments in full of its contractual obligations owed to us, and that it would instead continue to make partial payments.

We considered these recent developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our annual impairment assessments for long-lived assets and goodwill in India.

As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.

An impairment of $97.0 million was taken on tower and network location intangible assets in India.

We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.

For more information on impairments in India, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”

included in this Annual Report.

For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation—Results of Operation" included in this Annual Report.

Continued partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill, could result in additional impairments and could have a material adverse effect on our business, results of operations or financial condition.

In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL.

The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL.

The issuance of the debentures is subject to certain conditions precedent, which may not be met.

VIL may not be able to meet its operating obligations, including making payments to us in the future, which may result in us incurring additional impairment expenses or other similar charges, and which could have a material adverse effect on our business and results of operations.

Due to the long-term nature of our customer leases, we depend on the continued financial strength of our customers.

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These subsidiaries may not have the explicit or implied financial support of their parent entities.

In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit markets, such as the current environment driven by the significant disruptions caused by factors such as the COVID-19 pandemic, inflation, rising interest rates and supply chain disruptions.

In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit markets, such as the current environment driven by the significant disruptions caused by factors such as inflation, rising interest rates and supply chain disruptions.

If our customers or potential customers are unable to raise adequate capital to fund their business plans or face capital constraints, they may reduce their spending, file for bankruptcy or reduce or terminate operations, which could materially and adversely affect demand for our communications infrastructure and our services business.

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If we are forced to resolve any of these disputes through litigation, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenue or increased costs, resulting in a corresponding adverse effect on our business, results of operations or financial condition.

Significant consolidation among our customers could reduce demand for our communications infrastructure and may materially and adversely affect our growth and revenues.

In the event a customer terminates its business or separately sells its spectrum, we may experience increased churn as a result.

Our ongoing contractual revenues and our future results may be negatively impacted if a significant number of these leases are terminated or not renewed.

For example, see our discussion of churn as a result of the T-Mobile MLA in our U.S.

& Canada property segment in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”

Increasing competition within our industry may materially and adversely affect our revenue.

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Competition due to pricing or alternative contractual arrangements from peers could materially and adversely affect our lease rates.

We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.

We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew

or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.

Our expansion initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.

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Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations.

Additionally, temporary business closures, social distancing measures and the potential unavailability of key personnel or a significant number of our employees as a result of COVID-19 are difficult to predict, and may have a negative impact on the timely and efficient integration of operations, telecommunications infrastructure assets and personnel.

Significant acquisition-related integration

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costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid.

Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid.

Some of our acquired portfolios have included sites that do not meet our structural specifications, including sites that may be overburdened.

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If we are not able to meet these integration challenges, we may not realize the benefits we expect from our acquired portfolios and businesses, and our business, financial condition and results of operations will be adversely affected.

For example, failure to successfully and efficiently integrate acquired assets from the Telxius Acquisition (the “Telxius Assets”) into our operations may adversely affect our business, financial condition and results of operations.

Integrating acquired portfolios of the Telxius Assets may require significant resources, including increased attention from our management team.

Further, the significant acquisition-related integration costs could materially and adversely affect our results of operations in the periods in which such charges are recorded or our cash flow in the periods in which any related costs are actually paid.

The integration of the Telxius Assets, which includes approximately 31,000 international communications sites, into our operations continues to be a significant undertaking, and we anticipate that we will incur certain nonrecurring charges as a result.

Additional integration challenges include:

• transitioning all data related to the Telxius Assets, tenants and landlords to a common information technology system;

• successfully transitioning the lease rent payment and the tenant billing and collection processes;

• maintaining our standards, controls, procedures and policies with respect to the Telxius Assets.

As a result of our acquisitions, we have a substantial amount of intangible assets and goodwill.

In accordance with accounting principles generally accepted in the United States (“GAAP”), we are required to assess our goodwill and other intangible assets annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired.

If, as a result of the factors noted above, the testing performed indicates that an asset may not be recoverable or the carrying value exceeds the fair value, we would be required to record a non-cash impairment charge in the period the determination is made.

Our platform expansion initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial condition, and could limit our continued investments in such platform expansion initiatives.

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

Failure to successfully and efficiently integrate and operate acquired data center facilities and related assets, including those acquired through the CoreSite Acquisition (the “CoreSite Assets”), into our operations may adversely affect our business, operations and financial condition.

Integrating acquired data center facilities and related assets may require significant resources, including increased attention from our management team.

The integration of the CoreSite Assets, which includes over 20 data centers across eight United States metro areas, into our operations will be a significant undertaking, and we anticipate that we will incur certain nonrecurring charges as a result.

Additional integration challenges include, but are not limited to:

• retaining existing customers at the CoreSite Assets;

• unexpected costs associated with successfully developing and expanding the CoreSite Assets;

• failure to recruit or retain key personnel;

• maintaining our standards, controls, procedures and policies with respect to the CoreSite Assets;

• successfully marketing space on the CoreSite Assets, which will depend on a variety of factors, including (i) the demand for data center space, (ii) Internet gateway facilities or other technology-related real estate, (iii) the presence of

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multiple network carriers and cloud operators in our facilities, (iv) the mix of products and services offered by us, (v) the overall mix of customers, (vi) the presence of key customers attracting business through vertical market ecosystems, (vii) each data center’s operating reliability and security and (viii) our ability to effectively market and sell our services.

Additionally, we may fail to successfully operate the data centers we acquire or fail to utilize such assets to their full capacity.

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

We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain operational at all times.

Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage.

These could result from numerous factors, including human error, equipment failure, physical, electronic and cyber security breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies, such as the COVID-19 pandemic, and failure of business partners.

We have service level commitment obligations to certain customers.

These could result from numerous factors, including energy cost and availability, human error, equipment failure, physical, electronic and cyber security breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies and failure of business partners.

We have service level commitment obligations to substantially all of our data center customers.

As a result, service interruptions or significant equipment damage in our data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures.

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If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be adversely impacted.

New technologies or changes in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.

As a result of our acquisitions, we have a substantial amount of intangible assets and goodwill.

New technologies or changes, or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.

The development and implementation of new technologies designed to enhance the efficiency of wireless networks or changes in a customer’s business model could reduce the need for tower-based wireless services, decrease demand for tower space or reduce previously obtainable lease rates.

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Conversely, we may invest significant capital in technologies, platform expansion initiatives or new additions to our core business that may not provide expected returns or profitability, which could divert management attention and have a material adverse effect on our operating results.

Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely affecting our growth.

Competition for assets could adversely affect our ability to achieve our return on investment criteria.

We may experience increased competition for the acquisition of communications infrastructure assets or contracts to build new communications infrastructure assets for customers, which could make the acquisition of high-quality assets significantly more costly or prohibitive or cause us to lose contracts to build new sites.

Some of our competitors are larger and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria than we do.

Some of our competitors are larger and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria or less stringent contractual terms than we do.

In addition, we may not anticipate increased competition entering a particular market or competing for the same assets.

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In addition, some of our data center competitors have significant advantages over us, including greater name recognition, longer operating histories, lower operating costs, lower levels of leverage, pre-existing relationships with current or potential customers, greater financial, marketing and other resources, access to better networks and access to less expensive power.

These advantages could allow our data center competitors to respond more quickly or effectively to strategic opportunities and as a

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result, we may lose existing or potential data center customers, incur costs to improve our properties or be forced to reduce our rental rates.

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

These risks are compounded by the fact that a significant percentage of our data center customer leases expire every year.

Risks Related to Our Financial Performance or General Economic Conditions

Our leverage and debt service obligations may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.

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

Our leverage and debt service obligations, including during a rising interest rates environment, may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.

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

• requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions;

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Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.

Further, market volatility and disruption caused by factors such as COVID-19, inflation, rising interest rates and supply chain disruptions may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.

Further, market volatility and disruption caused by factors such as inflation, rising interest rates and supply chain disruptions may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.

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

Such rate increases have corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets.

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

The extent to which these factors will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation.

Rising inflation may adversely affect us by increasing costs beyond what we can recover through price increases.

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

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

The Federal Reserve Board and other central banks already have raised interest rates more aggressively and to their highest levels in the last four to five decades.

Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, as well as the ongoing military conflict between Russia and Ukraine.

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

In addition, should inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators, our returns could be adversely affected.

In an inflationary environment, such as the current economic environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation, which would reduce our profit margins and returns.

In an inflationary environment, such as the current economic environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation or our customers may be unwilling to pay contractual increases, which would reduce our profit margins and returns.

If we are unable to increase our prices to offset the effects of inflation, our business, results of operations and financial condition could be materially and adversely affected.

Rising inflation rates have also contributed to foreign currency exchange rate volatility, including in several of the markets where we operate.

The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations or financial condition.

In addition, inflation is often accompanied by higher interest rates.

The impact of COVID-19 may increase uncertainty in the global financial markets, as well as the possibility of high inflation and extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve.

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

The combination of higher interest rates and high inflation could lead to an extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve.

Restrictive covenants in the agreements related to our securitization transactions, our credit facilities and our debt securities could materially and adversely affect our business by limiting flexibility, and we may be prohibited from paying dividends on our common stock, which may jeopardize our qualification for taxation as a REIT.

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A failure to comply with the covenants in the agreements could prevent the borrowers from taking certain actions with respect to the secured assets and could prevent the borrowers from distributing any excess cash from the operation of such assets to us.

If the borrowers were to default on any of the loans, the

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servicer on such loan could seek to foreclose upon or otherwise convert the ownership of the secured assets, in which case we could lose such assets and the cash flow associated with such assets.

If the borrowers were to default on any of the loans, the servicer on such loan could seek to foreclose upon or otherwise convert the ownership of the secured assets, in which case we could lose such assets and the cash flow associated with such assets.

The agreements for our credit facilities also contain restrictive covenants and leverage and other financial maintenance tests that could limit our ability to take various actions, including incurring additional debt, guaranteeing indebtedness or making distributions to stockholders, including our required REIT distributions, and engaging in various types of transactions, including mergers, acquisitions and sales of assets.

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

Financial institutions may replace LIBOR with a new index calculated by short-term repurchase agreements, the Secured Overnight Financing Rate;

however, no consensus exists as to what may become accepted alternatives to LIBOR, whether LIBOR rates will cease to be published or supported before June 2023 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.

Financial institutions may replace LIBOR with a new index calculated by short-term repurchase agreements, the Secured Overnight Financing Rate (“SOFR”).

In April 2018, the United States Federal Reserve commenced publishing SOFR;

however, SOFR is calculated differently from LIBOR and has inherent differences, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rates.

No consensus exists as to what may become accepted alternatives to LIBOR, whether LIBOR rates will cease to be published or supported before June 2023 or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.

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

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

In addition, federal, state and local governments in many of our markets have recently taken actions to contain the spread of COVID-19, including travel bans, quarantines, shelter-in-place orders and business shutdowns, among others, and may take

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additional actions in the future.

In response to governmental actions, we have taken a variety of measures, including providing support for our customers remotely, supporting continued work-from-home arrangements and restricting travel for our employees where practicable and other modifications to our business practices.

These governmental actions could remain effective for a prolonged period of time with potential material adverse impacts on our, and our customers’, business operations.

Moreover, while the restrictions and limitations noted above may be relaxed or rolled back if and when COVID-19 abates or vaccinations become more prevalent, such government actions may be reinstated as the pandemic continues to evolve and in response to actual or potential resurgences, including due to emerging variants.

The scope and timing of any such reinstatement is difficult to predict and may materially and adversely affect our operations in the future.

Furthermore, the tax laws, regulations, applicable license terms and conditions, and interpretations governing our business, and that of our customers, in jurisdictions where we operate, may change at any time, potentially with retroactive effect.

This includes changes in tax laws, spectrum use terms, administrative compliance guidance or judicial interpretations thereof.

For example, the definition and application of AGR in India and associated fees and charges may have a material financial impact on certain of our customers which could affect their ability to perform their obligations under agreements with us.

Changes in laws, regulations and judicial decisions could have a more significant impact on us as a REIT relative to other REITs due to the nature of our business and our use of taxable REIT subsidiaries.

Due to the evolving nature of global tax laws and regulations and compliance approaches, it is currently not possible to assess the ultimate impact of these actions on our financial statements, but these actions could have an impact on our financial results.

This includes changes in tax laws, transfer pricing regulations, spectrum use terms, administrative compliance guidance or judicial interpretations thereof.

For example, the definition and application of adjusted gross revenue (“AGR”) in India and associated fees and charges may have a material financial impact on certain of our customers which could affect their ability to perform their obligations under agreements with us.

Changes in laws, regulations and judicial decisions, such as the ongoing Organization for Economic Cooperation and Development (OECD) legislative developments regarding global minimum tax rules, could have a more significant impact on us as a REIT relative to other REITs due to the nature of our business and our use of taxable REIT subsidiaries.

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

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• price-setting or other similar laws or regulations for the sharing of passive infrastructure.

We also face risks associated with changes in foreign currency exchange rates, including those arising from the impacts of COVID-19 on the global economy and markets and those arising from our operations, investments and financing transactions related to our international business.

Volatility in foreign currency exchange rates, which has increased in the last few years as a result of uncertainties caused by COVID-19, can also affect our ability to plan, forecast and budget for our international operations and expansion efforts.

We also face risks associated with changes in foreign currency exchange rates, including those arising from the impacts of the current inflationary and high interest rate environment on the global economy and markets and those arising from our operations, investments and financing transactions related to our international business.

Volatility in foreign currency exchange rates can also affect our ability to plan, forecast and budget for our international operations and expansion efforts.

Our revenues earned from our international operations are primarily denominated in their respective local currencies.

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Dollar would negatively impact our reported revenues, operating profits and income.

We may be adversely affected by regulations related to climate change.

Efforts to regulate greenhouse gas emissions, the use of fossil fuels or requirement to use alternative fuel to power energy resources that serve our data centers or the generators we use in our emerging markets to deliver primary power to our customers may have direct or indirect effects on our business by increasing the cost of compliance.

In addition, there is an increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters.

These governmental initiatives are becoming more stringent and may require us and our customers to make capital expenditures, such as investing in renewable energy solutions or internal compliance systems, which would result in increased costs for us and our customers.

Failure to comply with applicable laws and regulations or other requirements imposed on us could also lead to fines and/or lost revenue.

In 2021, we adopted science-based greenhouse gas reduction targets, which were approved by the Science Based Targets initiative and are in line with the goals set forth in the 2015 Paris Agreement.

Our ability to achieve these goals are based on several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in technology and the availability of requisite financing.

In addition, to meet our goals, we may be required to expend significant resources to meet them, which could increase our operational costs.

We cannot guarantee that we will achieve our announced environmental, social and governance goals and initiatives.

In addition, consumers’ perceptions of our efforts to achieve these goals often differ widely and present risks to our reputation and brand.

Failing to meet these goals could result in customer dissatisfaction and damage to our reputation with our key stakeholders, which could in turn adversely impact our results of operations, reputation, financial condition and stock price.

If we fail to remain qualified for taxation as a REIT, we will be subject to tax at corporate income tax rates, which may substantially reduce funds otherwise available, and even if we qualify for taxation as a REIT, we may face tax liabilities that impact earnings and available cash flow.

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Commencing with the taxable year beginning January 1, 2012, we have operated as a REIT for federal income tax purposes.

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federal income tax regime for REITs, many of these jurisdictions differ in their treatment of REITs.

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

For example, some state and local jurisdictions currently or in the future may limit or eliminate a REIT’s deduction for dividends

paid, which could increase our income tax expense.

We are also subject to the continual examination of our income tax returns by the U.S.

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Our operations are subject to various federal, state, local and foreign environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials and wastes.

As the owner, lessee or operator of real property and facilities, including generators, we may be liable for substantial costs of investigation, removal or remediation of soil and groundwater

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contaminated by hazardous materials, and for damages and costs relating to off-site migration of hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination.

As the owner, lessee or operator of real property and facilities, including generators, we may be liable for substantial costs of investigation, removal or remediation of soil and groundwater contaminated by hazardous materials, and for damages and costs relating to off-site migration of hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination.

We may also be liable for certain costs of remediating contamination at third-party sites to which we sent waste for disposal, even if the original disposal may have complied with all legal requirements at the time.

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Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of climate change) and other unforeseen events for which our insurance may not provide adequate coverage or result in increased insurance premiums.

Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as hurricanes, ice and windstorms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the potential adverse effects of COVID-19 or other pandemics and acts of terrorism.

During the past several years, we have seen an increase in severe weather events and expect this trend to continue due to climate change.

Climate change or efforts to regulate emissions may also have direct or indirect effects on our business by increasing the cost of emission compliance or fuel we need to deliver primary power to our customers under our contractual obligations, typically through diesel-powered generators, in emerging markets.

Additional environmental liabilities, such as contamination, asbestos-containing building materials and mold or other air quality issues at some of our data centers, could arise and have a material adverse effect on our financial condition and performance.

In addition, governmental initiatives to address climate change and future initiatives could, if adopted, require us and our customers to make capital expenditures to be compliant with these initiatives and increase our and our customers’ costs.

Failure to comply with applicable laws and regulations or other requirements imposed on us could also lead to fines and/or lost revenue.

We could also face a negative impact on our reputation with the public and our customers if we violate climate change laws or regulations.

In October 2021, we adopted science-based targets, which were approved by the Science Based Targets initiative and are in line with the goals set forth in the 2015 Paris Agreement.

These goals may require us to expend significant resources to meet them, which could increase our operational costs.

Failing to meet these goals could result in customer dissatisfaction and damage to our reputation with our key stakeholders, which could in turn adversely impact our results of operations.

Further, any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems, as a result of measures implemented in response to COVID-19 or otherwise, may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition and also, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.

While we maintain insurance coverage for certain natural disasters and business interruption, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such was wildfire damage caused by our towers.

Further, environmental liabilities, such as contamination, asbestos-containing building materials and mold or other air quality issues at some of our data centers, could arise and have a material adverse effect on our financial condition and performance.

Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition and also, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.

While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such was wildfire damage caused by our towers.

Further, we may be liable for damage caused by towers that collapse for any number of reasons including structural deficiencies, which could harm our reputation and require us to incur costs for which we may not have adequate insurance coverage.

If we, or third parties on which we rely, experience technology failures, including cybersecurity incidents or the loss of personally identifiable information, we may incur substantial costs and suffer other negative consequences, which may include reputational damage.

As part of our normal business activities, including in our data centers, we rely on energy systems, communication networks, information technology and other computing resources.

As part of our normal business activities, including in our data centers, we rely on energy systems, cooling systems, communication networks, information technology and other computing resources.

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

We face risks

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associated with unauthorized access to our or our vendors’ computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities.

We face risks associated with unauthorized access to our or our vendors’ computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks or other malicious activities.

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

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We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security.

Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue.

Globally, the frequency, severity and sophistication of cybersecurity incidents have increased, and these trends may continue, especially during times of geopolitical tension or instability among countries, including, for example, the ongoing military conflict between Russia and Ukraine, from which a number of recent cybersecurity events have been alleged to have originated.

Such cyber-attacks could be in the form of espionage, phishing campaigns and otherwise.

We are continuously evaluating and enhancing our cybersecurity and information security systems and creating new systems and processes.

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Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results.

We offer managed services in certain of our data centers where we provide “smart hands” services for our customers.

We offer managed services in certain of our data centers where we provide “remote hands” services for our customers.

The access to our customers’ networks and data, which is gained from these services, creates some risk that our customers’ networks or data will be improperly accessed.

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Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our operations, including our ability to correctly record, process and report financial information, our customers’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or confidential information (including information about our customers or landlords, or customer information on our fiber, data center or managed networks businesses), which could result in a loss of revenue, damage to our reputation, damage to our customer and vendor relationships, litigation, regulatory investigations and penalties under existing or future data privacy laws and require us to incur significant costs to remediate or otherwise resolve these issues.

In addition, our recent acquisitions, including our acquisitions of data centers, may increase our exposure to the risks described above and have material and adverse effects on our business.

Our costs could increase and our revenues could decrease due to perceived health risks from radio emissions, especially if these perceived risks are substantiated.

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From time to time, we also experience disputes with landowners regarding the terms of easements or ground agreements for land under towers, which can affect our ability to access and operate tower sites.

Further, for various reasons, landowners may not want to renew their ground agreements with us, they may lose their rights to the land, or they may transfer their land interests to third parties, including ground lease aggregators, which could affect our ability to

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renew ground agreements on commercially viable terms.

A significant number of the communications sites in our portfolio are located on land we lease pursuant to long-term operating leases.

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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.

What changed 10-K

Item 1A. Risk Factors