What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-02-23 compared with 2022-02-25 · 231 added, 344 removed, 580 unchanged (50% of the section changed)

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This discussion should be read in conjunction with our consolidated financial statements included in this Annual Report and the accompanying notes, and the information set forth under the caption “Critical Accounting Policies and Estimates” below.

During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment.

The Data Centers segment is included within our property operations.

We will now report our results in seven segments – U.S.

We report our results in seven segments – U.S.

& Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.

We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.

This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods.

Historical financial information included in this Annual Report has not been adjusted as the amounts attributable to data center assets were insignificant as prior to to the fourth quarter of 2021, we owned one data center.

In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 20 to our consolidated financial statements included in this Annual Report).

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& Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers segment.

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

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

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

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

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

In January 2021, we entered into the Telxius Acquisition, pursuant to which we agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion EUR (approximately $9.4 billion at the date of signing), subject to certain adjustments.

We completed the acquisition of nearly 27,000 communications sites in June 2021 and acquired the approximately 4,000 remaining communications sites in Germany in August 2021, for total consideration of approximately 7.9 billion EUR (approximately $9.6 billion as of the closing dates), subject to certain post-closing adjustments.

In December 2021, we completed the CoreSite Acquisition, through which we acquired over 20 data center facilities and related assets in eight United States markets, for total consideration of $10.4 billion, including the assumption and repayment of CoreSite’s existing debt.

(2) We also control land under carrier or other third-party communications sites in Australia and New Zealand, which provide recurring cash flows through tenant leasing arrangements.

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

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

Following the court rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by such court, we continue to experience variability and a level of uncertainty in collections in India.

As further discussed in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers,” in the third quarter of 2022, our largest customer in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.

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.

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

For more information 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.

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.

As a result of the challenging business environment in India, we are exploring various strategic alternatives aimed at potentially reducing our exposure there, including the sale of an equity interest in our India operations to one or more private investors.

Any such completed transaction could have a material impact on our financial statements and on our results of operations in the period in which any such transaction occurred.

There can be no assurance that any such strategic alternative will be implemented and, if so implemented, as to the timing thereof, and any such proposed transaction would be subject to conditions, including regulatory approvals in India.

The revenues generated by our property operations may be affected by cancellations of existing tenant leases.

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Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as churn, has historically not had a material adverse effect on the revenues generated by our consolidated property operations.

During the year ended December 31, 2021, churn was approximately 4% of our tenant billings.

Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our Asia-Pacific property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites.

For the year ended December 31, 2021, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit, although overall churn rates in India remained elevated relative to historical levels.

We anticipate that our churn rate in India will moderate over time and result in reduced impacts on our property revenue, gross margin and operating profit.

In the immediate term, we believe that our churn rate may remain elevated as our tenants in India evaluate how best to comply with the recent court rulings by the Supreme Court of India and determine their obligations under payment plans for the AGR fees and charges prescribed by such court, as further discussed in Item 1A of this Annual Report under the caption “Risk Factors—Our business, and that of our customers, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges.

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

Additionally, we expect that our churn rate in our U.S.

& Canada property segment will remain elevated for a period of several years due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020.

As further set forth in Item 1A of this Annual Report under the caption “Risk Factors,” the ongoing COVID-19 pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our customers and the demand for our communications infrastructure in the United States and globally.

We have taken a variety of actions to ensure the continued availability of our communications infrastructure assets, while ensuring the safety and security of our employees, customers,

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vendors and surrounding communities.

These measures include 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.

We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers and business partners.

During the year ended December 31, 2022, churn was approximately 5% of our tenant billings, primarily driven by churn in our U.S.

& Canada property segment, as discussed below.

We expect that our churn rate in our U.S.

& Canada property segment will remain elevated for a period of several years through 2025 due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020.

We will continue to actively monitor the ongoing COVID-19 pandemic and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers and business partners.

Property Operations Revenue Growth .

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• New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year period.

• Revenue growth from our Data Centers segment in the United States, including growth attributable to increased customer demand for space, power and interconnection services and solutions.

• Revenue growth from our Data Centers segment in the United States, including rental and power revenue from new lease commencements and expansions, contractual rent and power escalations on existing leases, mark-to-market increases on renewing leases and increased interconnection services and solutions.

• Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning.

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Based on industry research and projections, we expect that a number of key industry trends will result in incremental revenue opportunities for us:

• In less advanced wireless markets where network deployments are in earlier stages, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks.

We have established operations in many of these markets at the early stages of wireless development, which we believe will enable us to meaningfully participate in these deployments over the long term.

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• Wireless service providers compete based on the quality of their networks, which is driven by capacity and coverage.

To maintain or improve their network performance as overall network usage increases, our tenants continue to deploy

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additional equipment across their existing sites while also adding new cell sites.

To maintain or improve their network performance as overall network usage increases, our tenants continue to deploy additional equipment across their existing sites while also adding new cell sites.

We anticipate increasing network densification over the next several years, as existing network density is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage.

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

We believe that this consolidation process has resulted in an industry structure for both the wireless carriers and communications infrastructure providers that will be more conducive to sustained growth and profitability over time.

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

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

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Smartphone penetration and wireless data usage in these markets are advancing rapidly, which typically requires that carriers continue to invest in their networks to maintain and augment their quality of service.

Finally, in markets with more mature network technology, such as Australia, Canada, Germany, France and Spain, carriers are focused on deploying 4G data networks to account for rapidly increasing wireless data usage among their customer base.

Finally, in markets with more mature network technology, such as Australia, Canada, Germany, France, New Zealand and Spain, carriers are focused on deploying 4G data networks to account for rapidly increasing wireless data usage among their

customer base.

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

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Certain of those master lease agreements are comprehensive in nature and further build and augment strong strategic partnerships with our tenants while significantly reducing colocation cycle times, thereby providing our tenants with the ability to rapidly and efficiently deploy equipment on our sites.

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Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including an increase in network sharing or consolidation among our customers, as set forth in Item 1A of this Annual Report under the captions “Risk Factors—If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected” and “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” In addition, the emergence and growth of new technologies could reduce demand for our sites, as set forth under the caption “Risk Factors—New technologies or changes in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.” Further, our customers may be subject to new regulatory policies from time to time that materially and adversely affect the demand for our communications infrastructure assets.

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Latin America 340 7,870 1,000

During the year ended December 31, 2021, we also grew our portfolio of data center facilities through the acquisition of over 20 data center facilities and related assets in the United States, including through the CoreSite Acquisition.

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

Property Operations Expenses.

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and stock-based compensation expense.

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

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

In this section, we refer to Nareit FFO attributable to American Tower Corporation common stockholders as “Nareit FFO (common stockholders).”

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(iv) non-real estate related depreciation, amortization and accretion;

(v) amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges;

(v) amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges;

(vi) other income (expense);

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(3) Adjusted EBITDA is widely used in the telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved;

(4) Consolidated AFFO is widely used in the telecommunications real estate sector to adjust Nareit FFO (common stockholders) for items that may otherwise cause material fluctuations in Nareit FFO (common stockholders) growth from period to period that would not be representative of the underlying performance of property assets in those periods;

(4) Consolidated AFFO and AFFO (common stockholders) are widely used in the telecommunications real estate sector to adjust Nareit FFO (common stockholders) for items that may otherwise cause material fluctuations in Nareit FFO (common stockholders) growth from period to period that would not be representative of the underlying performance of property assets in those periods;

(5) each provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature;

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Reconciliations of Adjusted EBITDA, Nareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) to net income, the most directly comparable GAAP measure, have been included below.

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Results of Operations

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For a discussion of our 2021 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 25, 2022 (the “2021 Form 10-K”).

During the fourth quarter of 2021, as a result of the CoreSite Acquisition, we updated our reportable segments to add a Data Centers segment.

The Data Centers segment is included within our property operations.

We will now report our results in seven segments – U.S.

This change applies to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods.

Years Ended December 31, 2022 and 2021

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Total revenues $ 10,711.1 $ 9,356.9 14 %

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(1) For the year ended December 31, 2020, U.S.

& Canada includes $8.5 million of revenue attributable to our data center assets.

For the year ended December 31, 2021, revenue attributable to our data center assets previously reported in the U.S.

& Canada property segment is now shown in the Data Centers segment.

Year ended December 31, 2022

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• Tenant billings growth of $47.9 million, which was driven by:

◦ $168.2 million generated from newly acquired or constructed sites, primarily related to our acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”);

◦ $148.7 million due to colocations and amendments;

◦ Partially offset by:

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

▪ A decrease of $6.3 million from other tenant billings;

▪ A decrease of $2.3 million from churn in excess of contractual escalations (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA);

• An increase of $115.6 million in other revenue, which includes a $143.7 million increase due to straight-line accounting, primarily due to the impact of the T-Mobile MLA, partially offset by a decrease in revenue attributable to our data center assets, which is presented in the Data Centers segment in the current period.

Segment revenue growth was not meaningfully impacted by foreign currency translation related to fluctuations in the Canadian Dollar.

During the year ended December 31, 2021, the assets acquired pursuant to the InSite Acquisition generated approximately $153.7 million in U.S.

& Canada property revenue.

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Asia-Pacific property segment revenue growth of $59.7 million was attributable to:

• An increase of $41.6 million in pass-through revenue;

• Tenant billings growth of $22.7 million, which was driven by:

▪ A decrease of $2.0 million generated from newly acquired or constructed sites, which includes the impact of the disposition of certain operations acquired in connection with our acquisition of InSite Wireless Group, LLC (“InSite,” and the acquisition, the “InSite Acquisition”);

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

Segment revenue growth included a decrease of $0.5 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.

Asia-Pacific property segment revenue decrease of $122.1 million was attributable to:

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

• A decrease of $21.3 million in pass-through revenue, primarily due to revenue reserves of $42.0 million related to the VIL Shortfall, partially offset by an increase in fuel prices;

• Partially offset by tenant billings growth of $39.6 million, which was driven by:

◦ $35.8 million due to colocations and amendments;

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▪ A decrease of $0.6 million from other tenant billings.

• Partially offset by a decrease of $6.8 million in other revenue, primarily due to tenant settlements in the prior-year period.

Segment revenue growth included an increase of $2.2 million attributable to the positive impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).

Segment revenue decline included a decrease of $62.1 million attributable to the negative impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).

Africa property segment revenue growth of $187.0 million was attributable to:

• An increase of $185.3 million in pass-through revenue, primarily due to an increase in fuel prices;

• Tenant billings growth of $100.6 million, which was driven by:

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◦ $0.2 million from other tenant billings;

• An increase of $44.9 million in pass-through revenue;

• Partially offset by a decrease of $23.1 million in other revenue, primarily due to an increase in revenue reserves and a decrease in tenant settlements attributable to prior tenant cancellations.

Segment revenue growth included an increase of $2.9 million attributable to the impact of foreign currency translation, which included, among others, positive impacts of $16.0 million related to fluctuations in South African Rand, partially offset by negative impacts related to fluctuations in the currencies of our other African markets, which included, among others, $12.2 million related to fluctuations in Nigerian Naira.

• An increase of $26.2 million in other revenue, which includes an increase due to straight-line accounting and a decrease in revenue reserves.

Segment revenue growth included a decrease of $125.1 million attributable to the impact of foreign currency translation, which included, among others, negative impacts of $69.1 million related to fluctuations in Ghanaian Cedi, $17.8 million related to fluctuations in South African Rand, $14.2 million related to fluctuations in Nigerian Naira, $10.3 million related to fluctuations in West African CFA Franc and $9.3 million related to fluctuations in Kenyan Shilling.

Europe property segment revenue growth of $239.5 million was attributable to:

• Tenant billings growth of $185.7 million, which was driven by:

◦ $189.8 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition and our agreements with Orange S.A.

◦ $158.1 million generated from newly acquired or constructed sites, primarily attributable to our transaction with Telxius Telecom, S.A.

(“Telxius,” and the acquisition, the “Telxius Acquisition”) and our agreements with Orange S.A.

◦ $14.9 million from contractual escalations, net of churn;

◦ $12.7 million due to colocations and amendments;

◦ $0.1 million from other tenant billings;

◦ Partially offset by a decrease of $1.5 million resulting from churn in excess of contractual escalations;

• An increase of $121.3 million in pass-through revenue, primarily attributable to the Telxius Acquisition;

• An increase of $14.9 million in other revenue, primarily attributable to straight-line accounting, the Telxius Acquisition and increases in back-billing.

Segment revenue growth included an increase of $6.5 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in EUR.

During the year ended December 31, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $318.0 million in Europe property revenue.

• An increase of $1.1 million in other revenue.

Segment revenue growth included a decrease of $68.6 million, primarily attributable to the negative impact of foreign currency translation related to fluctuations in Euro (“EUR”).

Latin America property segment revenue growth of $226.5 million was attributable to:

• Tenant billings growth of $107.4 million, which was driven by:

◦ $49.3 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;

◦ $33.8 million due to colocations and amendments;

◦ $38.5 million from contractual escalations, net of churn;

◦ $35.4 million due to colocations and amendments;

◦ $31.7 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;

◦ $1.8 million from other tenant billings;

• An increase of $72.3 million in pass-through revenue, primarily attributable to increased pass-through ground rent costs in Brazil and the Telxius Acquisition;

• An increase of $27.2 million in other revenue primarily as a result of a tenant settlement in Brazil.

Segment revenue growth included a decrease of $6.0 million, attributable to the impact of foreign currency translation, which included, among others, negative impacts of $28.0 million related to fluctuations in Brazilian Real and $4.8 million related to fluctuations in Peruvian Sol, partially offset by positive impacts related to fluctuations in the currencies of our other Latin American markets, which included, among others, $25.3 million related to fluctuations in Mexican Peso.

During the year ended December 31, 2021, the assets acquired pursuant to the Telxius Acquisition generated approximately $70.7 million in Latin America property revenue.

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Data Centers segment revenue growth was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.

Services segment revenue growth of $159.4 million was primarily attributable to an increase in site application, zoning, permitting and structural analysis services.

• An increase of $65.5 million in pass-through revenue, primarily attributable to the Telxius Acquisition and increased pass-through ground rent costs in Brazil;

• An increase of $49.4 million in other revenue primarily as a result of tenant settlements in Mexico.

Segment revenue growth included an increase of $4.2 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $26.3 million related to fluctuations in Brazilian Real and $4.2 million related to fluctuations in Mexican Peso, partially offset by negative impacts of $13.8 million related to fluctuations in Colombian Peso and $13.3 million related to fluctuations in Chilean Peso.

Data Centers segment revenue growth was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.

Services segment revenue decrease of $6.2 million was primarily attributable to a decrease in site application, zoning, permitting and structural analysis services, partially offset by an increase in construction management services.

Year Ended December 31, Percent Change 2022 vs 2021

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Services 133.7 150.6 (11) %

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(1) For the year ended December 31, 2020, U.S.

& Canada included $6.0 million of gross margin attributable to our data center assets.

For the year ended December 31, 2021, gross margin attributable to our data center assets previously reported in the U.S.

& Canada property segment is now shown in the Data Centers segment.

Year ended December 31, 2022

• The increase in U.S.

& Canada property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $45.5 million, including expenses due to the InSite Acquisition.

• The decrease in Asia-Pacific property segment gross margin was primarily attributable to an increase in direct expenses of $61.5 million, primarily due to an increase in costs associated with pass-through revenue, including fuel costs, partially offset by the increase in revenue described above.

Direct expenses were also negatively impacted by $1.4 million from the impact of foreign currency translation.

• The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $50.0 million.

& Canada property segment gross margin was primarily attributable to the increase in revenue described above and a decrease in direct expenses of $8.1 million.

• The decrease in Asia-Pacific property segment gross margin was primarily attributable to the decrease in revenue described above and an increase in direct expenses of $15.8 million due to an increase in costs associated with pass-through revenue, including fuel costs.

Direct expenses also benefited by $42.5 million from the impact of foreign currency translation.

• The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $147.8 million due to an increase in costs associated with pass-through revenue, including fuel costs.

Direct expenses also benefited by $48.8 million from the impact of foreign currency translation.

• The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $153.8 million, primarily due to the Telxius Acquisition.

Direct expenses were also negatively impacted by $1.2 million from the impact of foreign currency translation.

• The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $69.6 million, including expenses related to the Telxius Acquisition.

Direct expenses also benefited by $28.2 million from the impact of foreign currency translation.

• The increase in Data Centers segment gross margin was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.

• The increase in Services segment gross margin was primarily due to the increase in revenue described above, partially offset by an increase in direct expenses of $60.2 million.

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• The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $70.0 million, primarily due to higher ground rent costs, including as a result of the Telxius Acquisition.

Direct expenses also benefited by $1.6 million from the impact of foreign currency translation.

• The increase in Data Centers segment gross margin was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.

• The decrease in Services segment gross margin was primarily due to the decrease in revenue described above and an increase in direct expenses of $10.7 million, primarily attributable to construction management services.

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

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Total selling, general, administrative and development expense $ 972.3 $ 811.6 20 %

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(1) For the year ended December 31, 2020, U.S.

& Canada included $3.2 million of SG&A attributable to our data center assets.

For the year ended December 31, 2021, SG&A attributable to our data center assets previously reported in the U.S.

& Canada property segment is now shown in the Data Centers segment.

Year Ended December 31, 2022

• The increase in our U.S.

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

• The decrease in our Asia-Pacific property segment SG&A was primarily driven by a decrease in bad debt expense of $35.2 million .

• The decrease in our Africa property segment SG&A was primarily driven by a decrease in bad debt expense of $26.3 million .

• The increase in our Europe property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition.

• The increase in our Latin America property segment SG&A was primarily driven by an increase in bad debt expense of $8.3 million, as a result of receivable reserves with a tenant.

• The increase in our Data Centers segment SG&A was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.

• The increase in our Services segment SG&A was primarily driven by an increase in personnel costs to support our business.

• The increase in other SG&A was primarily driven by an increase in corporate SG&A, including an increase in personnel costs to support our business.

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• The increases in our U.S.

& Canada and Europe property segment SG&A and Services segment SG&A were primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition in Europe.

• The decrease in our Asia-Pacific property segment SG&A was primarily driven by decreased personnel costs, partially offset by a net increase in bad debt expense of $4.2 million .

For the year ended December 31, 2022, the impact of the VIL Shortfall is reflected in revenue reserves as described above.

• The increase in our Africa property segment SG&A was primarily driven by increased personnel costs to support our business and higher canceled construction costs.

• The increase in our Latin America property segment SG&A was primarily driven by increased personnel costs to support our business, including as a result of the Telxius Acquisition, partially offset by a decrease in bad debt expense of $11.0 million.

• The increase in our Data Centers segment SG&A was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.

• The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $49.8 million, including expense associated with certain equity awards related to the CoreSite Acquisition, and an increase in corporate SG&A, including an increase in personnel costs to support our business.

Operating Profit

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Services 111.4 134.4 (17) %

_______________

(1) For the year ended December 31, 2020, U.S.

& Canada included $2.8 million of operating profit attributable to our data center assets.

For the year ended December 31, 2021, operating profit attributable to our data center assets previously reported in the U.S.

& Canada property segment is now shown in the Data Centers segment.

Year Ended December 31, 2022

• The increases in operating profit for our U.S.

& Canada, Europe and Latin America property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.

• The increase in operating profit for our Asia-Pacific property segment was primarily attributable to a decrease in our segment SG&A, partially offset by a decrease in our segment gross margin.

• The increase in operating profit for our Africa property segment was primarily attributable to an increase in our segment gross margin and a decrease in our segment SG&A.

• The increase in operating profit for our Data Centers segment was attributable to data centers acquired in 2021, including through the CoreSite Acquisition.

• The increase in operating profit for our Services segment was primarily attributable to an increase in our segment gross margin.

& Canada, Africa, Europe and Latin America property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.

• The decrease in operating profit for our Asia-Pacific property segment was primarily attributable to a decrease in our segment gross margin, which was impacted by the VIL Shortfall, partially offset by a decrease in our segment SG&A.

• The increase in operating profit for our Data Centers segment was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.

• The decrease in operating profit for our Services segment was primarily attributable to a decrease in our segment gross margin and an increase in our segment SG&A.

Depreciation, Amortization and Accretion

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Depreciation, amortization and accretion $ 3,355.1 $ 2,332.6 44 %

The increase in depreciation, amortization and accretion expense for the year ended December 31, 2021 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, including due to the InSite Acquisition, the Telxius Acquisition and the CoreSite Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.

The increase in depreciation, amortization and accretion expense for the year ended December 31, 2022 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, including due to the Telxius Acquisition and the CoreSite Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.

Other Operating Expenses

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Other operating expenses $ 767.6 $ 398.7 93 %

The increase in other operating expenses for the year ended December 31, 2021 was primarily attributable to increases in acquisition related costs, including pre-acquisition contingencies and settlements of $175.6 million, primarily associated with the Telxius Acquisition and the CoreSite Acquisition.

These items were partially offset by a decrease in impairment charges of $49.1 million.

The increase in other operating expenses for the year ended December 31, 2022 was primarily attributable to an increase in impairment charges of $482.2 million, partially offset by a decrease in integration and acquisition related costs, including pre-acquisition contingencies and settlements, of $122.9 million.

For the year ended December 31, 2022, impairment charges included $97.0 million related to tower and network location intangible assets and $411.6 million related to tenant-related intangible assets in our Asia-Pacific property segment related to VIL in India.

For more information on these impairments, see the information under the caption “India Impairments” included in note 16 to our consolidated financial statements included in this Annual Report.

The year ended December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition.

Total Other Expense

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Total other expense $ 631.6 $ 302.6 109 %

Table of Conten ts

Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses.

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

The decrease in total other expense during the year ended December 31, 2021 was due to foreign currency gains of $557.9 million in the current period, as compared to foreign currency losses of $216.4 million in the prior-year period, and a loss on retirement of long-term obligations of $38.2 million in the current period, attributable to the repayment of all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”) and repayment of our 4.70% senior unsecured notes due 2022 (the “4.70% Notes”), as compared to a loss on retirement of long-term obligations of $71.8 million during the prior-year period attributable to the repayment of our 5.900% senior unsecured notes due 2021 (the “5.900% Notes”), our 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) and our 3.450% senior unsecured notes due 2021 (the “3.450% Notes”).

The increase in total other expense during the year ended December 31, 2022 was due to an increase in net interest expense of $234.4 million, primarily due to increases in our weighted average interest rate and our average debt outstanding, and a decrease in foreign currency gains of $108.5 million, partially offset by a decrease in loss on retirement of long-term obligations of $37.8 million, primarily attributable to the repayment of all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”) and repayment of our 4.70% senior unsecured notes due 2022 (the “4.70% Notes”) in the prior-year period.

Income Tax Provision

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As a REIT, we may deduct earnings distributed to stockholders against the income generated by our REIT operations.

In addition, we are able to offset certain income by utilizing our NOLs, subject to specified limitations.

Consequently, the effective tax rate on income from continuing operations for each of the years ended December 31, 2022 and 2021 differs from the federal statutory rate.

The change in the income tax provision for the year ended December 31, 2021 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 period.

The decrease in the income tax provision for the year ended December 31, 2022 was primarily attributable to a reduction in taxable income due to impairment charges in India and the release of valuation allowances in certain jurisdictions.

The decrease in the income tax provision for the year ended December 31, 2022 included the reversal of valuation allowances of $76.5 million in certain jurisdictions, as compared to a reversal of $26.2 million for the year ended December 31, 2021.

These valuation allowance reversals were recognized as a reduction to the income tax provision as the net related deferred tax assets were deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.

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

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Income tax provision 24.0 261.8 (91)

Other (income) expense (566.1) 240.8 (335)

Other income (433.7) (566.1) (23)

Loss on retirement of long-term obligations 0.4 38.2 (99)

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Adjusted EBITDA $ 6,644.3 $ 5,982.8 11 %

Table of Conten ts

Year Ended December 31, Percent Change 2022 vs 2021

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Losses from sale or disposal of real estate and real estate related impairment charges (1) 684.3 197.7 246

Dividend to noncontrolling interest (2.6) (7.9) (67)

Dividends to noncontrolling interests (2) (22.2) (2.6) 754

Adjustments for unconsolidated affiliates and noncontrolling interests (188.2) (102.9) 83

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(298.3) 36.6 (915)

GTP one-time cash tax settlement (3) 48.3 — 100

Non-real estate related depreciation, amortization and accretion 246.2 239.1 3

Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges 40.1 33.3 20

Payment of shareholder loan interest (2) — (63.3) (100)

Other (income) expense (3) (566.1) 240.8 (335)

Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges 47.5 40.1 18

Other income (4) (433.7) (566.1) (23)

Loss on retirement of long-term obligations 0.4 38.2 (99)

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(1) Included in these amounts are impairment charges of $655.9 million and $173.7 million for the years ended December 31, 2022 and 2021, respectively.

(2) For the year ended December 31, 2020, relates to the payment of capitalized interest associated with the acquisition of MTN’s redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda (see note 14 to our consolidated financial statements included in this Annual Report).

This long-term deferred interest payment was previously expensed but excluded from Consolidated AFFO.

(3) Includes (gains) losses on foreign currency exchange rate fluctuations of $(557.9) million and $216.4 million, respectively.

(2) For the year ended December 31, 2022, includes $16.7 million of distributions related to the outstanding Stonepeak mandatorily convertible preferred equity and dividends of $5.5 million paid to PGGM.

(3) In 2015, we incurred charges in connection with certain tax elections wherein MIP Tower Holdings LLC, parent company to Global Tower Partners (“GTP”), would no longer operate as a separate REIT for federal and state income tax purposes.

We finalized a settlement related to this tax election during the year ended December 31, 2022.

We believe that these related transactions are nonrecurring, and do not believe it is an indication of our operating performance.

Accordingly, we believe it is more meaningful to present Consolidated AFFO excluding these amounts.

(4) Includes gains on foreign currency exchange rate fluctuations of $449.4 million and $557.9 million, respectively.

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

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Year Ended December 31, 2022

The increase in net income was primarily due to (i) an increase in our operating profit and (ii) a decrease in other expenses, primarily due to foreign currency gains in the current period as compared to foreign currency losses in the prior-year period, partially offset by (a) an increase in depreciation, amortization and accretion expense, (b) an increase in other operating expense, primarily attributable to acquisition related costs associated with the Telxius Acquisition and the CoreSite Acquisition, and (c) an increase in the income tax provision.

Net income for the year ended December 31, 2021 included a loss on retirement of long-term obligations of $38.2 million, attributable to the repayment of the InSite Debt and the 4.70% Notes, as compared to a loss on retirement of long-term obligations of $71.8 million during the year ended December 31, 2020, attributable to the repayment of the 5.900% Notes, the 3.300% Notes and the 3.450% Notes.

The increase in Adjusted EBITDA was primarily attributable to the increase in our gross margin and was partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $31.2 million.

The increase in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders was primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by increases in capital improvement and corporate capital expenditures, cash paid for taxes and cash paid for interest.

The prior year period also included $63.3 million of previously deferred interest associated with a shareholder loan.

The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by higher adjustments for unconsolidated affiliates and noncontrolling interests in Europe.

Table of Conten ts

The decrease in net income was primarily due to (i) an increase in depreciation, amortization and accretion expense, (ii) an increase in other operating expense, including an increase in impairment charges of $482.2 million, (iii) an increase in interest expense and (iv) a decrease in gains on foreign currency exchange rate fluctuations, partially offset by (a) an increase in our operating profit and (b) a decrease in the income tax provision.

Net income for the year ended December 31, 2021 included a loss on retirement of long-term obligations of $25.7 million, attributable to the repayment of the InSite Debt and the 4.70% Notes.

The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and was partially offset by an increase in SG&A, excluding the impact of stock-based compensation expense, of $110.9 million.

The increases in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders was primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by (i) increases in cash paid for taxes and cash paid for interest, (ii) an increase in dividends to noncontrolling interests, including $16.7 million of distributions payable related to the outstanding Stonepeak mandatorily convertible preferred equity, and (iii) an increase in capital improvement capital expenditures.

The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by changes in noncontrolling interests held in Data Centers, Europe and Asia-Pacific since the beginning of the prior-year period.

Liquidity and Capital Resources

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Our significant 2022 financing transactions included:

• Entry into the 2021 EUR Delayed Draw Term Loans, the 2021 USD Delayed Draw Term Loans, the BofA Bridge Loan Commitment and the JPM Bridge Loan Commitment (each as defined below).

• Registered public offerings in an aggregate amount of $6.8 billion, including 3.0 billion EUR, of senior unsecured notes with maturities ranging from 2026 to 2051.

• Repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”).

• Redemption of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity.

• Registered public offering in an aggregate amount of $1.3 billion of senior unsecured notes with maturities in 2027 and 2032.

• Registered public offering of 9,185,000 shares of our common stock for aggregate net proceeds of $2.3 billion.

• Increase of our commitments under (i) our senior unsecured multicurrency revolving credit facility to $6.0 billion (as amended and restated as further described below, the “2021 Multicurrency Credit Facility”), (ii) our senior unsecured revolving credit facility to $4.0 billion (as amended and restated as further described below, the “2021 Credit Facility”) and (iii) our unsecured term loan to $1.0 billion (as amended and restated as further described below, the “2021 Term Loan”).

• Repayment of all amounts outstanding under our $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”).

• Repayment of all amounts outstanding under the InSite Debt.

• Repayment of all amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan (as defined below).

• Repayment of $500.0 million of indebtedness under the 2021 Term Loan.

• Redemption of the 4.70% Notes for an aggregate redemption price of approximately $715.1 million.

• The Stonepeak Transaction (as defined and further discussed below) pursuant to which we received an aggregate amount of approximately $3.1 billion.

• Repayment of all amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below).

The following table summarizes our liquidity as of December 31, 2022 (in millions):

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Total liquidity $ 7,125.3

Subsequent to December 31, 2021, we made additional net borrowings of (i) $1.2 billion under the 2021 Credit Facility and (ii) $850.0 million under the 2021 Multicurrency Credit Facility .

Subsequent to December 31, 2022, we made additional net borrowings of $895.0 million under the 2021 Credit Facility (as defined below) and $655.0 million under the 2021 Multicurrency Credit Facility (as defined below).

The borrowings were used to repay existing indebtedness and for general corporate purposes.

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Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash (120.4) (70.3)

Net increase in cash and cash equivalents, and restricted cash $ 481.9 $ 283.4

Net (decrease) increase in cash and cash equivalents, and restricted cash $ (202.6) $ 481.9

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

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We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.

In February 2021, we entered into an agreement with Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (together, “Macquarie”), our remaining minority holders in ATC TIPL, to redeem 100% of their combined holdings in ATC TIPL (see note 14 to our consolidated financial statements included in this Annual Report) at a price of INR 175 per share, subject to certain adjustments.

During the year ended December 31, 2021, we redeemed 100% of Macquarie’s

Table of Conten ts

combined holdings in ATC TIPL, for total consideration of INR 12.9 billion (approximately $173.2 million at the date of redemption).

As a result of the redemption, we now hold a 100% ownership interest in ATC TIPL.

In May 2021 and June 2021, in connection with the funding of the Telxius Acquisition, we entered into agreements for CDPQ and Allianz to acquire 30% and 18% noncontrolling interests, respectively, in ATC Europe.

We completed the ATC Europe Transactions in September 2021 for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the date of closing).

After the completion of the ATC Europe Transactions, we hold a 52% controlling ownership interest in ATC Europe.

In July 2022, in connection with the funding of the CoreSite Acquisition, we entered into an agreement pursuant to which certain investment vehicles affiliated with Stonepeak acquired a noncontrolling ownership interest in our U.S.

data center business.

The transaction was completed in August 2022 for total aggregate consideration of $2.5 billion, through an investment in common equity and mandatorily convertible preferred equity.

In October 2022, we entered into an agreement with Stonepeak for Stonepeak to acquire additional common equity and mandatorily preferred equity interests in our U.S.

data center business for total aggregate consideration of $570.0 million.

The transaction was completed in October 2022.

We expect to pay distributions related to the outstanding common equity and mandatorily convertible preferred equity.

As of December 31, 2022, we hold a common equity interest of approximately 72% in our U.S.

data center business, with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily convertible

preferred equity.

On a fully converted basis, which is expected to occur four years from the date of the initial closing in August 2022, and on the basis of the currently outstanding equity, we will hold a controlling ownership interest of approximately 64%, with Stonepeak holding approximately 36%.

The mandatorily convertible preferred equity, which accrues dividends at 5.0%, will convert into common equity on a one for one basis, subject to adjustment that will be measured on the conversion date.

As of December 31, 2022, we had total outstanding indebtedness of $38.9 billion, with a current portion of $4.5 billion.

During the year ended December 31, 2021, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, the 2021 EUR Delayed Draw Term Loans and the 2021 USD Delayed Draw Term Loans, proceeds from our equity and debt issuances and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions.

During the year ended December 31, 2022, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, proceeds from our equity and debt issuances and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions.

We believe the cash generated by operating activities during the year ending December 31, 2023, together with our borrowing capacity under our credit facilities, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.

As of December 31, 2021, we had $1.6 billion of cash and cash equivalents held by our foreign subsidiaries, of which $292.4 million was held by our joint ventures.

As of December 31, 2022, we had $1.8 billion of cash and cash equivalents held by our foreign subsidiaries.

As of December 31, 2022, we had $244.6 million of cash and cash equivalents held by our joint ventures, of which $223.7 million was held by our foreign joint ventures.

While certain subsidiaries may pay us interest or principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs.

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Cash Flows from Operating Activities

For the year ended December 31, 2021, cash provided by operating activities increased $938.5 million as compared to the year ended December 31, 2020.

For the year ended December 31, 2022, cash provided by operating activities decreased $1,123.7 million as compared to the year ended December 31, 2021.

The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2021, include:

• An increase in our segment operating profit of $851.9 million, partially offset by an increase in acquisition related costs, primarily associated with the Telxius Acquisition and the CoreSite Acquisition;

• An increase in unearned revenue due to advance payments from a customer;

• An increase in non-cash operating activities, including an increase of approximately $143.6 million in straight-line revenue;

• An increase in cash required for working capital, primarily as a result of an increase in prepaid and other assets;

• An increase of approximately $78.9 million in cash paid for taxes;

• A decrease in unearned revenue due to advance payments from a customer during the year ended December 31, 2021;

• An increase in cash required for working capital, primarily as a result of an increase in prepaid and other assets and a decrease in accounts payable;

• An increase of approximately $297.4 million in cash paid for interest;

• An increase of approximately $97.1 million in cash paid for taxes.

Cash Flows from Investing Activities

Our significant investing activities during the year ended December 31, 2022 are highlighted below:

• We spent approximately $19.3 billion for acquisitions, primarily related to the Telxius Acquisition and the CoreSite Acquisition, as well as asset acquisitions in the United States, Bangladesh, Chile, France, Mexico, Nigeria, Peru and Poland.

• We spent approximately $549.0 million for acquisitions, including payments made for acquisitions completed in 2021.

• We spent $1.9 billion for capital expenditures, as follows (in millions):

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_______________

(1) Includes the construction of 6,356 communications sites globally.

(1) Includes the construction of 6,890 communications sites globally and approximately $330 million of spend related to data center assets.

(2) Includes $36.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our consolidated statements of cash flows.

(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 flow from financing activities in our consolidated statements of cash flows.

(4) Net of purchase credits of $9.5 million on certain assets, which are reported in operating activities in our consolidated statements of cash flows.

(3) Includes $6.7 million of finance lease payments reported in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in our consolidated statements of cash flows.

(4) Net of purchase credits of $14.5 million on certain assets, which are reported in investing activities in our consolidated statements of cash flows.

We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies.

Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases

Table of Conten ts

and new site and data center facility construction, and through acquisitions.

We also regularly review our site portfolios as to capital expenditures required to upgrade our towers to our structural standards or address capacity, structural or permitting issues.

Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site and data center facility construction, and through acquisitions.

We also regularly review our portfolios as to capital

expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues.

We expect that our 2023 total capital expenditures will be as follows (in millions):

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(1) Includes the construction of approximately 6,000 to 7,000 communications sites globally.

(1) Includes the construction of approximately 3,450 to 4,550 communications sites globally and approximately $360 million of anticipated spend related to data center assets.

Cash Flows from Financing Activities

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Proceeds from issuance of senior notes, net $ 1,293.6 $ 6,761.6

Proceeds from issuance of equity, net 2,361.8 —

Proceeds from (repayments of) credit facilities, net 3,691.8 (5.1)

Distributions paid on common stock (2,271.0) (1,928.2)

Purchases of common stock — (56.0)

Proceeds from issuance of common stock, net 2,291.7 2,361.8

(Repayments of) proceeds from credit facilities, net (860.0) 3,691.8

Proceeds from term loans — 7,347.0

Repayments of term loans (3,000.0) (2,529.8)

Repayments of securitized debt (1) — (763.5)

Repayments of senior notes (2) (1,555.1) (700.0)

Contributions from noncontrolling interest holders (3) 3,120.8 3,078.2

Distributions to noncontrolling interest holders (4) (10.9) (223.2)

Repayments of senior notes (700.0) (2,650.0)

Proceeds from (repayments of) term loans, net 4,817.2 (250.0)

Purchases of redeemable noncontrolling interests (5) — (175.7)

Purchases of common stock (18.8) —

Distributions paid on common stock (2,630.4) (2,271.0)

_______________

(1) As of December 31, 2020, the InSite Debt included $763.5 million aggregate principal amount and a fair value adjustment of $36.5 million.

(1) During the year ended December 31, 2021, we repaid all amounts outstanding under the InSite Debt.

(2) For the year ended December 31, 2021, includes $3.1 billion of contributions received from CDPQ and Allianz in connection with the ATC Europe Transactions.

(2) Includes the CoreSite Debt, which, as of December 31, 2021, included $875.0 million aggregate principal amount and a fair value adjustment of $80.1 million.

During the year ended December 31, 2022, we repaid all amounts outstanding under the CoreSite Debt.

(3) For the year ended December 31, 2022, includes approximately $3.1 billion of contributions received from Stonepeak in connection with the Stonepeak Transaction.

For the year ended December 31, 2021, includes $3.1 billion of contributions received from 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 noncontrolling interests in subsidiaries whose holdings consist of our operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (the “ATC Europe Transactions”).

(4) For the year ended December 31, 2021, includes $214.9 million of cash consideration paid to PGGM in connection with the reorganization of our subsidiaries in Europe.

(4) Includes the redemptions of minority interests in ATC TIPL.

(5) For the year ended December 31, 2021, includes the redemption of our minority interest in ATC TIPL for total consideration of INR 12.9 billion (approximately $173.2 million at the date of redemption).

During the year ended December 31, 2021 we also liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption).

During the year ended December 31, 2020, we also completed the acquisition of MTN’s 49% redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including an adjustment of $1.4 million.

Table of Conten ts

Repayments of Senior Notes

Repayment of 4.70% Senior Notes— On October 18, 2021, we redeemed all of the 4.70% Notes at a price equal to 101.7270% of the principal amount, plus accrued and unpaid interest up to, but excluding October 18, 2021, for an aggregate redemption price of approximately $715.1 million, including $3.0 million in accrued and unpaid interest.

We 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.

The redemption was funded with cash on hand.

Upon completion of this redemption, none of the 4.70% Notes remained outstanding.

Repayment of 2.250% Senior Notes —On January 14, 2022, we repaid $600.0 million aggregate principal amount of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity.

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Upon completion of the repayment, none of the 2.250% Notes remained outstanding.

Offerings of Senior Notes

1.600% Senior Notes and 2.700% Senior Notes Offering— On March 29, 2021, we completed a registered public offering of $700.0 million aggregate principal amount of 1.600% senior unsecured notes due 2026 (the “1.600% Notes”) and $700.0 million aggregate principal amount of 2.700% senior unsecured notes due 2031 (the “2.700% Notes”).

The net proceeds from this offering were approximately $1,386.3 million , after deducting commissions and estimated expenses.

We used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.

0.450% Senior Notes, 0.875% Senior Notes and 1.250% Senior Notes Offering— On May 21, 2021, we completed a registered public offering of 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.450% senior unsecured notes due 2027 (the “0.450% Notes”), 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.875% senior unsecured notes due 2029 (the “0.875% Notes”) and 500.0 million EUR ($609.1 million at the date of issuance) aggregate principal amount of 1.250% senior unsecured notes due 2033 (the “1.250% Notes”).

The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $2,415.8 million at the date of issuance ) , after deducting commissions and estimated expenses.

We used all of the net proceeds to fund the Telxius Acquisition.

1.450% Senior Notes, 2.300% Senior Notes and 2.950% Senior Notes Offering —On September 27, 2021, we completed a registered public offering of $600.0 million aggregate principal amount of 1.450% senior unsecured notes due 2026 (the “1.450% Notes”), $700.0 million aggregate principal amount of 2.300% senior unsecured notes due 2031 (the “2.300% Notes”) and $500.0 million aggregate principal amount through a reopening of our 2.950% senior unsecured notes due 2051, originally issued on November 20, 2020 (the “2.950% Notes”).

Repayment of 3.50% Senior Notes —On January 31, 2023, we repaid $1.0 billion aggregate principal amount of our 3.50% senior unsecured notes due 2023 (the “3.50% Notes”) upon their maturity.

The 3.50% Notes were repaid using borrowings under the 2021 Credit Facility.

Upon completion of the repayment, none of the 3.50% Notes remained outstanding.

Offering of Senior Notes

3.650% Senior Notes and 4.050% Senior Notes Offering— On April 1, 2022, we completed a registered public offering of $650.0 million aggregate principal amount of 3.650% senior unsecured notes due 2027 (the “3.650% Notes”) and $650.0 million aggregate principal amount of 4.050% senior unsecured notes due 2032 (the “4.050% Notes” and, together with the 3.650% Notes, the “Notes”).

The net proceeds from this offering were approximately $1,282.6 million, after deducting commissions and estimated expenses.

We used the net proceeds to repay existing indebtedness under the 2021 Term Loan and for general corporate purposes.

0.400% Senior Notes and 0.950% Senior Notes Offering— On October 5, 2021, we completed a registered public offering of 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.400% senior unsecured notes due 2027 (the “0.400% Notes”) and 500.0 million EUR ($579.9 million at the date of issuance) aggregate principal amount of 0.950% senior unsecured notes due 2030 (the “0.950% Notes” and, collectively with the 1.600% Notes, the 2.700% Notes, the 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 1.450% Notes, the 2.300% Notes, the 2.950% Notes and the 0.400% Notes, the “Notes”).

The net proceeds from this offering were approximately 987.7 million EUR (approximately $1,145.6 million at the date of issuance), after deducting commissions and estimated expenses.

We used the net proceeds to repay existing EUR denominated indebtedness under the 2021 Multicurrency Credit Facility and the 2021 EUR 364-Day Delayed Draw Term Loan.

Table of Conten ts

We used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 USD 364-Day Delayed Draw Term Loan.

The key terms of the Notes are as follows:

Senior Notes Aggregate Principal Amount (in millions) Issue Date and Interest Accrual Date Maturity Date Contractual Interest Rate First Interest Payment Interest Payments Due (1) Par Call Date (2)

$ 700.0 March 29, 2021 April 15, 2026 1.600 % October 15, 2021 April 15 and October 15 March 15, 2026

$ 700.0 March 29, 2021 April 15, 2031 2.700 % October 15, 2021 April 15 and October 15 January 15, 2031

0.450% Notes (3)

$ 913.7 May 21, 2021 January 15, 2027 0.450 % January 15, 2022 January 15 November 15, 2026

0.875% Notes (3)

$ 913.7 May 21, 2021 May 21, 2029 0.875 % May 21, 2022 May 21 February 21, 2029

1.250% Notes (3)

$ 609.1 May 21, 2021 May 21, 2033 1.250 % May 21, 2022 May 21 February 21, 2033

$ 600.0 September 27, 2021 September 15, 2026 1.450 % March 15, 2022 March 15 and September 15 August 15, 2026

$ 700.0 September 27, 2021 September 15, 2031 2.300 % March 15, 2022 March 15 and September 15 June 15, 2031

2.950% Notes (4)

$ 1,050.0 September 27, 2021 January 15, 2051 2.950 % January 15, 2022 January 15 and July 15 July 15, 2050

0.400% Notes (3)

$ 579.9 October 5, 2021 February 15, 2027 0.400 % February 15, 2022 February 15 December 15, 2026

0.950% Notes (3)

$ 579.9 October 5, 2021 October 5, 2030 0.950 % October 5, 2022 October 5 July 5, 2030

3.650% Notes $ 650.0 April 1, 2022 March 15, 2027 3.650 % September 15, 2022 March 15 and September 15 February 15, 2027

4.050% Notes $ 650.0 April 1, 2022 March 15, 2032 4.050 % September 15, 2022 March 15 and September 15 December 15, 2031

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(1) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months.

Interest on EUR denominated notes is payable in EUR annually 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.

(1) Accrued and unpaid interest on U.S.

Dollar (“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.

(2) We may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date.

If we redeem the Notes on or after the par call date, we will not be required to pay a make-whole premium.

(3) The 0.450% Notes, the 0.875% Notes, the 1.250% Notes the 0.400% Notes and the 0.950% Notes are denominated in EUR.

Represents the dollar equivalent of the aggregate principal amount as of the issue date.

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

The reopened 2.950% Notes were issued on September 27, 2021.

If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the Notes, we may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.

If we undergo a change of control and corresponding ratings decline, each as defined in the supplemental indenture for the Notes, we may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.

The Notes rank equally with all of our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.

The supplemental indentures contain certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens.

These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture.

Securitizations

Repayment of InSite Debt— The InSite Debt included securitizations entered into by certain InSite subsidiaries.

The InSite Debt was recorded at fair value upon acquisition.

On January 15, 2021, we repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest.

We recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition.

The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, and cash on hand.

The supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens.

Repayment of CoreSite Debt— On January 7, 2022, we 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.

The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.

Bank Facilities

Table of Conten ts

Amendments to Bank Facilities —On February 10, 2021, we amended and restated the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and amended the 2021 Term Loan.

These amendments, among other things,

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;

increased the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively;

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;

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;

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

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

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

On December 8, 2021, we 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).

These amendments, among other things,

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;

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;

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;

amended the limitation of our 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 we consummate a Qualified Acquisition (as defined in each of the agreements));

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;

increased the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $500.0 million to $600.0 million.

2021 Multicurrency Credit Facility— As of December 31, 2021, we had the ability to borrow up to $6.0 billion under the 2021 Multicurrency Credit Facility, which includes a $3.5 billion sublimit for multicurrency borrowings, a $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans.

During the year ended December 31, 2021, we 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 , under the 2021 Multicurrency Credit Facility.

Table of Conten ts

borrowings to fund the Telxius Acquisition and the CoreSite Acquisition, to repay existing indebtedness, including the InSite Debt and the 2020 Term Loan, and for general corporate purposes.

2021 Credit Facility — As of December 31, 2021, we had the ability to borrow up to $4.0 billion under the 2021 Credit Facility, which includes a $2.5 billion sublimit for multicurrency borrowings, $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans.

During the year ended December 31, 2021, we 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.

We used the borrowings to fund the Telxius Acquisition and the CoreSite Acquisition and for general corporate purposes.

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

2021 Term Loan— On September 27, 2021, we 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.

On December 28, 2021, we borrowed $500.0 million under the 2021 Term Loan, which was used to fund the CoreSite Acquisition.

As of December 31, 2021, $1.0 billion is outstanding under the 2021 Term Loan.

2021 EUR Delayed Draw Term Loans —On February 10, 2021, we entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which 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, an d (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”) .

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 our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above the Euro Interbank Offered Rate (“EURIBOR ”).

On May 28, 2021, we 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.

We used the borrowings to fund the Telxius Acquisition.

On September 16, 2021, we repaid 420.0 million EUR ($494.2 million as of the repayment date) under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions.

On October 7, 2021, we repaid all remaining amounts outstanding under the 2021 EUR 364-Day Delayed Draw Term Loan using proceeds from the issuance of the 0.400% Notes and the 0.950% Notes.

2021 USD Delayed Draw Term Loans —On December 8, 2021, we 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”) an d (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, t he “2021 USD Delayed Draw Term Loans”).

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 our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above LIBOR.

On December 28, 2021, we 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.

We used the borrowings to fund the CoreSite Acquisition.

Bridge Facilities —In connection with entering into the Telxius Acquisition, we entered into a commitment letter (the “BofA Commitment Letter”), dated January 13, 2021, with Bank of America, N.A.

and BofA Securities, Inc.

(together, “BofA”) pursuant to which BofA had, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “BofA Bridge Loan Commitment”) to ensure financing for the Telxius Acquisition.

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.

The BofA Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described below.

Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450% Notes, the 0.875% Notes and the 1.250% Notes, we determined that we had adequate cash resources and undrawn availability under our revolving credit facilities and the 2021 EUR Delayed Draw Term Loans to

Table of Conten ts

fund the cash consideration payable in connection with the Telxius Acquisition and terminated the BofA Commitment Letter.

We did not make any borrowings under the BofA Bridge Loan Commitment.

In connection with entering into the CoreSite Acquisition, we entered into a commitment letter, dated November 14, 2021, with JPMorgan Chase Bank, N.A.

(“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.

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.

We did not make any borrowings under the JPM Bridge Loan Commitment.

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:

2021 Multicurrency Credit Facility— As of December 31, 2022, we had the ability to borrow up to $6.0 billion under our $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021 (the “2021 Multicurrency Credit Facility”), which includes a $3.5 billion sublimit for multicurrency borrowings, a $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans.

During the year ended December 31, 2022, we borrowed an aggregate of $850.0 million and repaid an aggregate of $1.4 billion of revolving indebtedness under the 2021 Multicurrency Credit Facility.

We used the borrowings to repay outstanding indebtedness, including the CoreSite Debt, and for general corporate purposes.

2021 Credit Facility — As of December 31, 2022, we had the ability to borrow up to $4.0 billion under our $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021 (the “2021 Credit Facility”), which includes a $2.5 billion sublimit for multicurrency borrowings, $200.0 million sublimit for letters of credit and a $50.0 million sublimit for swingline loans.

During the year ended December 31, 2022, we borrowed an aggregate of $3.3 billion and repaid an aggregate of $3.7 billion of revolving indebtedness under the 2021 Credit Facility.

We used the borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes.

Repayments under the 2021 USD 364-Day Delayed Draw Term Loan —On April 6, 2022, we repaid $100.0 million of indebtedness under our $3.0 billion unsecured term loan entered into in December 2021 (the “2021 USD 364-Day Delayed Draw Term Loan”) using proceeds from the issuance of the 3.650% Notes and the 4.050% Notes and cash on hand.

On June 10, 2022, we repaid $2.3 billion of indebtedness under the 2021 USD 364-Day Delayed Draw Term Loan using proceeds from the June 2022 common stock offering (as further discussed in note 14) and cash on hand.

On August 11, 2022, we repaid all remaining amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan using proceeds from the initial closing of the Stonepeak Transaction.

As of December 31, 2022, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, our $1.0 billion unsecured term loan, as amended and restated in December 2021 (the “2021 Term Loan”), our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) and our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”) were as follows:

Bank Facility Outstanding Principal Balance Maturity Date LIBOR or EURIBOR borrowing interest rate range (1) Base rate borrowing interest rate range (1) Current margin over LIBOR or EURIBOR and the base rate, respectively

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2021 EUR Three Year Delayed Draw Term Loan (5) 883.2 May 28, 2024 0.875% - 1.625% 0.000% - 0.625% 1.125% and 0.125%

2021 USD 364-Day Delayed Draw Term Loan (4) 3,000.0 December 28, 2022 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%

2021 USD Two Year Delayed Draw Term Loan (4) 1,500.0 December 28, 2023 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%

_______________

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

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

(2) Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.

4 unchanged sentences

The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.300% per annum, based upon our debt ratings, and is currently 0.110%.

The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 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 do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium.

The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium.

We have the option of choosing either a defined base rate, LIBOR or EURIBOR as the applicable base rate for borrowings under these bank facilities.

The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 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 we must comply.

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 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 we must comply.

Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.

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.

Nigeria Letters of Credit —During the year ended December 31, 2022, we drew on letters of credit in Nigeria (the “Nigeria Letters of Credit”).

The drawn amounts bear interest at a rate equal to the Secured Overnight Financing Rate at the time of drawing plus a spread.

Amounts are due 270 days from the date of drawing.

As of December 31, 2022, we had $16.2 million outstanding under the drawn Nigeria Letters of Credit.

India Indebtedness

India Working Capital Facilities— The India indebtedness includes several working capital facilities, most of which are subject to annual renewal.

The working capital facilities bear interest at rates that consist of the applicable bank’s Marginal Cost of Funds based Lending Rate or Market Benchmark (as defined in the applicable agreement), plus a spread.

Generally, the working capital facilities are payable on demand prior to maturity.

The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate at the time of borrowing plus a spread.

As of December 31, 2022, we have not borrowed under these facilities.

Table of Conten ts

Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2022 (in millions, except percentages):

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February 4, 2023 - October 22, 2023

Overdraft facility (2) — $ — N/A September 14, 2022

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(1) 7.9 billion INR ($95.6 million) of borrowing capacity as of December 31, 2022.

(2) 380.0 million INR ($5.1 million) of borrowing capacity as of December 31, 2021.

Repayment of CoreSite Debt —Debt assumed in connection with the CoreSite Acquisition included senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”).

The CoreSite Debt was recorded at fair value upon the closing of the CoreSite Acquisition.

On January 7, 2022, we 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.

The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.

Stock Repurchase Programs —In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”).

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

During the year ended December 31, 2021, we made no repurchases under either of the Buyback Programs.

We have 0.2 billion INR (approximately $2.6 million) of of bank guarantees outstanding included within the overall borrowing capacity.

India Term Loan— On February 16, 2023, we entered into a 12.0 billion INR (approximately $145.1 million at the date of signing) unsecured term loan with a maturity date that is one year from the date of the first draw thereunder (the “India Term Loan”).

On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under the India Term Loan.

The India Term Loan bears interest at the three month treasury bill rate as announced by the Financial Benchmarks India Private Limited at the time of borrowing plus a margin of 1.95%.

Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.

The India Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium.

Stock Repurchase Programs — We have two stock repurchase programs, the 2011 Buyback and the 2017 Buyback.

During the year ended December 31, 2022, we repurchased 90,042 shares of our common stock under the 2011 Buyback for an aggregate of $18.8 million, including commissions and fees.

We had no repurchases under the 2017 Buyback.

Under each program, we are authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors.

11 unchanged sentences

As of December 31, 2022, we have not sold any shares of common stock under the 2020 ATM Program.

Common Stock Offering — On May 10, 2021, we completed a registered public offering of 9,000,000 shares of our common stock, par value $0.01 per share, at $244.75 per share.

On May 10, 2021, we issued an additional 900,000 shares of our common stock in connection with the underwriters’ exercise in full of their over-allotment option.

Common Stock Offering — On June 7, 2022, we completed a registered public offering of 9,185,000 shares of our common stock, par value $0.01 per share, (which includes the full exercise of the underwriters’ over-allotment option) at $256.00 per share.

Aggregate net proceeds from this offering were approximately $2.3 billion after deducting underwriting discounts and estimated offering expenses.

We used the net proceeds to finance the Telxius Acquisition.

We used the net proceeds to repay existing indebtedness under the 2021 USD 364-Day Delayed Draw Term Loan.

Future Financing Transactions — We regularly consider various options to access the capital markets, subject to market conditions, to meet our funding needs.

Such capital raising alternatives, in addition to those noted above including the 2020 ATM Program, may include additional senior note offerings and securitization transactions.

No assurance can be given as to whether any such financing transactions will be completed or as to the timing or terms thereof.

Distributions— As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain).

Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into

Table of Conten ts

consideration our utilization of NOLs.

We have distributed an aggregate of approximately $11.8 billion to our common stockholders, including the dividend paid in January 2022, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.

Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into consideration our utilization of NOLs.

We have distributed an aggregate of approximately $14.5 billion to our common stockholders, including the dividend paid in February 2023, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.

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

During the year ended December 31, 2022, we paid $5.69 per share, or $2.6 billion, to common stockholders of record.

In addition, we declared a distribution of $1.39 per share, or $633.5 million, paid on January 14, 2022 to our common stockholders of record at the close of business on December 27, 2021.

In addition, we declared a distribution of $1.56 per share, or $726.3 million, paid on February 2, 2023 to our common stockholders of record at the close of business on December 28, 2022.

We accrue distributions on unvested restricted stock units, which are payable upon vesting.

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The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors.

Signed Acquisitions— On November 28, 2019, we 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.

As of December 31, 2021, we have completed the acquisition of nearly 1,200 communications sites.

The remaining communications sites are expected to close in tranches, subject to customary closing conditions.

Asset Retirement Obligations— We are required to remove our assets and remediate the leased sites upon which certain of our assets are located.

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Accordingly, a key factor affecting our ability to generate cash flow from operating activities is to maintain this recurring revenue and to convert it into operating profit by minimizing operating costs and fully achieving our operating efficiencies.

In addition, our ability to increase cash flow from operating activities depends upon the demand for our

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communications infrastructure and our related services and our ability to increase the utilization of our existing communications infrastructure.

Restrictions Under Loan Agreements Relating to Our Credit Facilities —The loan agreements for 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 financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis.

In addition, our ability to increase cash flow from operating activities depends upon the demand for our communications infrastructure and our related services and our ability to increase the utilization of our existing communications infrastructure.

Restrictions Under Loan Agreements Relating to Our Credit Facilities —The loan agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis.

These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens.

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

Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 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, the Telxius Acquisition and the CoreSite Acquisition are designated as a Qualified Acquisitions, whereby our Total Debt to Adjusted EBITDA ratio is adjusted to not exceed 7:50 to 1:00 for four fiscal quarters following consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021 and for four fiscal quarters following consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021.

Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan, the Telxius Acquisition and the CoreSite Acquisition were designated as a Qualified Acquisitions, whereby our Total Debt to Adjusted EBITDA ratio was adjusted to not exceed 7.50 to 1.00 for four full fiscal quarters following consummation of such acquisitions, which lasted until the quarter ended December 31, 2022.

Subsequent to December 31, 2022, our Total Debt to Adjusted EBITDA ratio stepped back down to not exceed 6.00 to 1.00.

The loan agreements for our credit facilities also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods.

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Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreements).

Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the Series 2015-2 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement.

On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the

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table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us.

Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement.

On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us.

As of December 31, 2022, $78.4 million held in such reserve accounts was classified as restricted cash.

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With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare the Series 2015-2 Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.

Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on the Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,531 communications sites that secure the Series 2015-2 Notes or the 5,113 broadcast and wireless communications towers and

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related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.

Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on the Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,516 communications sites that secure the Series 2015-2 Notes or the 5,102 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.

As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt.

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We record any related impairment charge in the period in which we identify such impairment.

In October 2019, the Supreme Court of India issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in March 2020, that may have a material financial impact on certain of our tenants which could affect their ability to perform their obligations under agreements with us.

In October 2019, the Supreme Court of India issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in March 2020, and again in July 2021 with respect to the total charges, that may have a material financial impact on certain of our customers and could affect their ability to perform their obligations under

agreements with us.

In September 2020, the Supreme Court of India defined the expected timeline of ten years for payments owed under the ruling.

In September 2021, the government in India approved a relief package, that, among other things, included (i) a four year moratorium on the payment of AGR fees owed and (ii) a change in the definition of AGR on a prospective basis.

We will continue to

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monitor the status of these developments, as it is possible that the estimated future cash flows may differ from current estimates and changes in estimated cash flows from tenants in India could have an impact on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangibles.

The carrying value of tenant-related intangibles in India was $0.9 billion as of December 31, 2021, which represents 6% of our consolidated balance of $15.0 billion.

Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and network location intangibles.

The carrying values of our tower portfolio and network location intangibles in India were $1.0 billion and $367.4 million, respectively, as of December 31, 2021, which represent 12% and 9% of our consolidated balances of $9.0 billion and $4.0 billion, respectively.

In September 2021, the government of India approved a relief package that, among other things, included (i) a four year moratorium on the payment of AGR fees owed and (ii) a change in the definition of AGR on a prospective basis.

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

In 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.

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.

We will continue to monitor the status of these developments, as it is possible that the estimated future cash flows may differ from current estimates and changes in estimated cash flows from customers in India could have further negative effects on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangible assets, resulting in additional impairments.

The carrying value of tenant-related intangible assets in India was $379.5 million as of December 31, 2022, which represents 3% of our consolidated balance of $13.1 billion.

Additionally, a significant reduction in customer-related cash flows in India could also impact our tower portfolio and network location intangible assets.

The carrying values of our tower portfolio and network location intangible assets in India were $905.8 million and $266.7 million, respectively, as of December 31, 2022, which represent 10% and 8% of our consolidated balances of $8.8 billion and $3.5 billion, respectively.

• Impairment of Assets—Goodwill:

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We employ a discounted cash flow analysis when testing goodwill.

The key assumptions utilized in the discounted cash flow analysis include current operating performance, terminal sales growth rate, management’s expectations of future operating results and cash requirements, the current weighted average cost of capital and an expected tax rate.

The key assumptions utilized in the discounted cash flow analysis include current operating performance, terminal revenue growth rate, management’s expectations of future operating results and cash requirements, the current weighted average cost of capital and an expected tax rate.

We compare the fair value of the reporting unit, as calculated under an income approach using future discounted cash flows, to the carrying amount of the applicable reporting unit.

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During the year ended December 31, 2022, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.

The fair value of our India reporting unit, which is based on the present value of forecasted future value cash flows (the income approach), exceeded the carrying value by approximately 24%.

Key assumptions include future revenue growth rates and operating margins, capital expenditures, terminal period growth rate and the weighted-average cost of capital, which were determined considering historical data and current assumptions, including uncertainty with respect to amounts owed from VIL (discussed above).

For this reporting unit, we performed a sensitivity analysis on our significant assumptions and determined that a (i) 5% reduction of projected revenues, (ii) 229 basis point increase in the weighted-average cost of capital or (iii) 200% reduction in terminal revenue growth rate, individually, each of which we determined to be reasonable, would impact our conclusion that the fair value of the India reporting unit exceeds its carrying value.

Events that could negatively affect our India reporting unit’s financial results include increased tenant attrition exceeding our forecast, additional VIL payment shortfalls, carrier tenant bankruptcies and other factors set forth in Item 1A of this Annual Report under the caption “Risk Factors.”

• Acquisitions :

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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.

When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.

When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset

with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.

When determining the fair value of intangible assets acquired, we must estimate the applicable discount rate and the timing and amount of future tenant cash flows, including rate and terms of renewal and attrition.

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Amounts billed or received for services prior to being earned are deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition have been met.

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We derive the largest portion of our revenues, corresponding trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry, with 46% of our revenues derived from three tenants.

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We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled.

The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date.

The effect on deferred tax assets and liabilities as a result of a change in tax rates is

recognized in income in the period that includes the enactment date.

We do not expect to pay federal income taxes on our REIT taxable income.

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

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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 7. Management’s Discussion and Analysis