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In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements.
−Removed: We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States.
+Added: We also hold other telecommunications infrastructure and property interests that we lease primarily to communications service providers and third-party tower operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States.
Our customers include our tenants, licensees and other payers.
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& Canada property, Asia-Pacific property, Africa property, Europe property and Latin America property segments and Data Centers segment.
−Removed: 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.
+Added: We also offer tower-related services in the United States, including site application, zoning and permitting, structural and mount analyses, and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
The following table details the number of communications sites, excluding managed sites, that we owned or operated as of December 31, 2023:
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Germany 14,947 — —
−Removed: Poland 57 — —
Spain 11,885 — 1
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(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.
+Added: (3) As further discussed below, in January 2024, we entered into the Pending ATC TIPL Transaction.
+Added: (4) During the year ended December 31, 2023, we completed the sale of our subsidiary in Poland.
As of December 31, 2023, our property portfolio included 28 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.3 million NRSF of data center space, as detailed below:
7 unchanged sentences
Boston, MA 1 143
−Removed: Denver, CO 2 35
−Removed: Miami, FL 2 47
Orlando, FL 1 126
+Added: Miami, FL 2 115
Atlanta, GA 2 95
+Added: Denver, CO 2 37
Total 28 3,266
3 unchanged sentences
Accordingly, the vast majority of the revenue generated by our property operations during the year ended December 31, 2023 was recurring revenue that we should continue to receive in future periods.
−Removed: Most of our tenant leases for our communications sites have provisions that periodically increase the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or an inflationary index in most of our international markets, or a combination of both.
+Added: Most of our tenant leases for our communications sites have provisions that periodically increase or “escalate” the rent due under the lease, typically based on (a) an annual fixed escalation (averaging approximately 3% in the United States) or (b) an inflationary index in most of our international markets, or a combination of both.
In addition, certain of our tenant leases provide for additional revenue primarily to cover costs, such as ground rent or power and fuel costs.
Based upon existing customer leases and foreign currency exchange rates as of December 31, 2023, we expect to generate over $60 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
−Removed: 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.
−Removed: 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.
−Removed: In late 2022, VIL had communicated its intent to resume payments in full under its contractual obligations owed to us beginning on January 1, 2023.
−Removed: 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.
−Removed: 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.
−Removed: As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
−Removed: An impairment of $97.0 million was taken on tower and network location intangible assets in India.
−Removed: We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
−Removed: 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.
+Added: Following the rulings by the Supreme Court of India regarding carriers’ obligations for the AGR fees and charges prescribed by the court, we have experienced variability and a level of uncertainty in collections in India.
+Added: As further discussed in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers,” in the third quarter of 2022, one of our largest customers in India, VIL, communicated that it would make partial payments.
+Added: We recorded reserves in late 2022 and the first half of 2023 for the VIL Shortfall.
+Added: In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.
+Added: In February 2023, and as amended in August 2023, VIL issued the VIL OCDs, which are (a) to be repaid by VIL with interest, or (b) convertible into equity of VI L.
+Added: If converted, such equity shall be free to trade in the open market beginning on the one year anniversary of the date of issuance of the VIL OCDs.
+Added: The VIL OCDs were issued for an aggregate face value of 16.0 billion Indian Rupees (“INR”) (approximately $193.2 million on the date of issuance) and will mature on August 27, 2024.
+Added: The fair value of the VIL OCDs at issuance was approximately $116.5 million.
+Added: We considered these developments and the uncertainty with respect to amounts owed under our tenant leases when conducting our 2022 annual impairment assessments for long-lived assets and goodwill in India, and, as a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022, which resulted in an impairment charge of $508.6 million.
+Added: Additionally, in 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth.
+Added: The strategic review concluded in January 2024 with our signed agreement with DIT for the Pending ATC TIPL Transaction.
+Added: During the process, and based on information gathered therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying value exceeded fair value.
+Added: As a result, we recorded a goodwill impairment charge of $322.0 million for the quarter ended September 30, 2023.
+Added: On January 4, 2024, we entered into an agreement with DIT for the Pending ATC TIPL Transaction, pursuant to which DIT will acquire a 100% ownership interest in ATC TIPL.
+Added: We will retain the full economic benefit associated with the VIL OCDs and rights to payments on certain existing customer receivables.
+Added: Total aggregate consideration would potentially represent up to approximately 210 billion INR (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT.
+Added: The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval.
+Added: We will continue to 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.
−Removed: In October 2022, and as subsequently amended in February 2023, ATC TIPL and VIL notified the stock exchange of India that both parties have board approvals in relation to an issuance of convertible debentures pursuant to which, in exchange for VIL’s payment of certain amounts towards accounts receivables, ATC TIPL shall pay equivalent amounts towards subscription to convertible debentures issued by VIL.
−Removed: The convertible debentures are to be repaid by VIL with interest and ATC TIPL has the option to convert the debentures into equity of VIL.
−Removed: The issuance of the debentures is subject to certain conditions precedent, which may not be met.
−Removed: 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.
−Removed: 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.
−Removed: 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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We expect that our churn rate in our U.S.
−Removed: & 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.
−Removed: 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.
+Added: & Canada property segment will remain elevated through 2025 due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of the T-Mobile MLA entered into in September 2020.
Property Operations Revenue Growth .
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• 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.
−Removed: • 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.
+Added: • Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning, partially offset, in certain cases, by revenue reserve provisions.
We continue to believe that our site leasing revenue, which makes up the vast majority of our property segment revenue, is likely to increase due to the growing use of wireless services globally and our ability to meet the corresponding incremental demand for our communications real estate.
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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:
−Removed: • 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
+Added: • 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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Carriers are focused on completing voice network build-outs while increasing investments in data networks as mobile data usage and smartphone penetration within their customer bases begin to accelerate.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In markets with rapidly evolving network technology, such as South Africa and most of the countries in Latin America where we do business, initial voice networks, for the most part, have already been built out, and carriers are increasingly focused on the early stages of 5G network deployments.
Consumers in these regions are increasingly adopting smartphones and other advanced devices, in particular as lower cost smartphones become increasingly available.
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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.
−Removed: 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
−Removed: customer base.
−Removed: 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.
+Added: Finally, in markets with more mature network technology, such as Australia, Canada, Germany, France, New Zealand and Spain, carriers are focused on deploying 5G data networks to account for rapidly increasing wireless data usage among their customer base.
We believe that the network technology migration we have seen in the United States, which has led to significantly denser networks and meaningful new business commencements for us over a number of years, will be replicated in our international markets over time.
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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.
−Removed: 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.
+Added: Demand for our communications infrastructure assets could be negatively impacted by a number of factors, including an increase in network sharing or consolidation among our customers, as set forth in Item 1A of this Annual Report under the captions “Risk Factors—If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected” and “Risk Factors—A substantial portion of our revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” In addition, the emergence and growth of new technologies could reduce demand for our sites, as set forth under the caption “Risk Factors—New technologies or changes,or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.” Further, our customers may be subject to new regulatory policies from time to time that materially and adversely affect the demand for our communications infrastructure assets.
Property Operations New Site Revenue Growth.
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Latin America 215 340 7,870
−Removed: 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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Interest income;
−Removed: Other operating income (expense);
+Added: Other operating income (expense), including Goodwill impairment;
Depreciation, amortization and accretion;
and stock-based compensation expense.
−Removed: 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.
+Added: Nareit FFO attributable to American Tower Corporation common stockholders is defined as net income before gains or losses from the sale or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and accretion less dividends to noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests.
In this section, we refer to Nareit FFO attributable to American Tower Corporation common stockholders as “Nareit FFO (common stockholders).”
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◦ $229.9 million due to colocations and amendments;
+Added: ◦ $12.5 million resulting from contractual escalations, net of churn;
◦ Partially offset by:
−Removed: ▪ 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 $8.5 million from other tenant billings;
−Removed: ▪ 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”);
−Removed: ▪ An increase of $38.7 million in other revenue, which includes a $35.4 million increase due to straight-line accounting.
+Added: ▪ a decrease of $1.4 million generated from newly acquired or constructed sites, which includes the impact of the disposition in the second quarter of 2022 of certain operations acquired in connection with our acquisition of InSite Wireless Group, LLC;
+Added: • Partially offset by a decrease of $22.0 million in other revenue, which includes a $66.9 million decrease due to straight-line accounting, partially offset by equipment removal and other fees.
Segment revenue growth included a decrease of $0.6 million attributable to the negative impact of foreign currency translation related to fluctuations in Canadian Dollar.
−Removed: Asia-Pacific property segment revenue decrease of $122.1 million was attributable to:
−Removed: • 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;
−Removed: • 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;
−Removed: • Partially offset by tenant billings growth of $39.6 million, which was driven by:
+Added: Asia-Pacific property segment revenue growth of $73.8 million was attributable to:
+Added: • Tenant billings growth of $51.4 million, which was driven by:
◦ $41.3 million due to colocations and amendments;
◦ $17.4 million generated from newly acquired or constructed sites;
−Removed: ◦ Partially offset by:
−Removed: ▪ A decrease of $18.9 million resulting from churn in excess of contractual escalations;
−Removed: ▪ A decrease of $0.6 million from other tenant billings.
−Removed: 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”).
+Added: ◦ $1.6 million from other tenant billings;
+Added: ◦ Partially offset by a decrease of $8.9 million resulting from churn in excess of contractual escalations;
+Added: • An increase of $45.2 million in pass-through revenue, primarily due to a decrease in revenue reserves of $26.6 million as a result of reserves taken in the prior year period related to the VIL Shortfall (as discussed above);
+Added: • An increase of $34.6 million in other revenue, primarily due to a decrease in revenue reserves of $31.4 million as a result of reserves taken in the prior year period related to the VIL Shortfall.
+Added: Segment revenue decline included a decrease of $57.4 million primarily attributable to the negative impact of foreign currency translation related to fluctuations in INR.
Africa property segment revenue growth of $33.1 million was attributable to:
−Removed: • An increase of $185.3 million in pass-through revenue, primarily due to an increase in fuel prices;
• Tenant billings growth of $141.1 million, which was driven by:
1 unchanged sentence
◦ $43.6 million generated from newly acquired or constructed sites;
−Removed: ◦ $1.0 million from contractual escalations, net of churn;
+Added: ◦ $35.1 million resulting from contractual escalations, net of churn;
◦ $4.3 million from other tenant billings;
−Removed: • An increase of $26.2 million in other revenue, which includes an increase due to straight-line accounting and a decrease in revenue reserves.
−Removed: 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.
+Added: • An increase of $126.6 million in pass-through revenue, primarily due to an increase in energy costs;
+Added: • An increase of $1.3 million in other revenue, primarily due to an increase from straight-line accounting, partially offset by an increase in revenue reserves.
+Added: Segment revenue growth included a decrease of $235.9 million attributable to the impact of foreign currency translation, which included, among others, negative impacts of $148.2 million related to fluctuations in Nigerian Naira, $45.4 million related to fluctuations in Ghanaian Cedi, $22.3 million related to fluctuations in Kenyan Shilling and $20.4 million related to fluctuations in South African Rand, partially offset by positive impacts of $2.0 million related to fluctuations in West African CFA Franc.
Europe property segment revenue growth of $39.9 million was attributable to:
• Tenant billings growth of $47.2 million, which was driven by:
−Removed: ◦ $158.1 million generated from newly acquired or constructed sites, primarily attributable to our transaction with Telxius Telecom, S.A.
−Removed: (“Telxius,” and the acquisition, the “Telxius Acquisition”) and our agreements with Orange S.A.
−Removed: ◦ $14.9 million from contractual escalations, net of churn;
+Added: ◦ $25.8 million resulting from contractual escalations, net of churn;
◦ $13.6 million due to colocations and amendments;
−Removed: • An increase of $121.3 million in pass-through revenue, primarily attributable to the Telxius Acquisition;
−Removed: • An increase of $1.1 million in other revenue.
−Removed: 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”).
+Added: ◦ $8.5 million generated from newly acquired or constructed sites;
+Added: ◦ Partially offset by a decrease of $0.7 million from other tenant billings;
+Added: • An increase of $9.9 million in other revenue, which includes an increase attributable to our Spain fiber business acquired in the second quarter of 2022;
+Added: • Partially offset by a decrease of $36.4 million in pass-through revenue, primarily due to a decrease in energy costs.
+Added: Segment revenue growth included an increase of $19.2 million, primarily attributable to the positive impact of foreign currency translation related to fluctuations in Euro (“EUR”).
Latin America property segment revenue growth of $106.4 million was attributable to:
• Tenant billings growth of $58.0 million, which was driven by:
−Removed: ◦ $38.5 million from contractual escalations, net of churn;
◦ $35.3 million due to colocations and amendments;
−Removed: ◦ $31.7 million generated from newly acquired or constructed sites, primarily attributable to the Telxius Acquisition;
+Added: ◦ $20.2 million resulting from contractual escalations, net of churn;
+Added: ◦ $2.2 million generated from newly acquired or constructed sites;
◦ $0.3 million from other tenant billings;
−Removed: • 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;
−Removed: • An increase of $49.4 million in other revenue primarily as a result of tenant settlements in Mexico.
−Removed: 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.
−Removed: Data Centers segment revenue growth was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
−Removed: 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.
+Added: • An increase of $23.8 million in pass-through revenue, primarily attributable to increased pass-through ground rent costs in Brazil;
+Added: • Partially offset by a decrease of $74.0 million in other revenue, primarily attributable to the sale of one of our subsidiaries in Mexico that held fiber assets (“Mexico Fiber”) and a decrease in tenant settlements in Mexico.
+Added: Segment revenue growth included an increase of $98.6 million, attributable to the impact of foreign currency translation, which included, among others, positive impacts of $69.3 million related to fluctuations in Mexican Peso, $25.4 million related to fluctuations in Brazilian Real and $4.0 million related to fluctuations in Chilean Peso, partially offset by negative impacts of $1.9 million related to fluctuations in Colombian Peso.
+Added: Data Centers segment revenue growth of $68.1 million was attributable to:
+Added: • An increase of $31.9 million in rental, related and other revenue, primarily due to new lease commencements, customer expansions and rent increases upon customer renewals;
+Added: • An increase of $27.7 million in power revenue from new lease commencements, increased power consumption and pricing increases from existing customers;
+Added: • An increase of $9.6 million in interconnection revenue, primarily due to customer interconnection net additions and set-up fees;
+Added: • Partially offset by a decrease of $1.1 million in straight-line revenue.
+Added: Services segment revenue decrease of $98.1 million was primarily attributable to a decrease in site application, zoning and permitting, structural and mount analyses services and construction management services.
Year Ended December 31, Percent Change 2023 vs 2022
9 unchanged sentences
• The increase in U.S.
−Removed: & 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.
−Removed: • 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.
−Removed: Direct expenses also benefited by $42.5 million from the impact of foreign currency translation.
−Removed: • 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.
−Removed: Direct expenses also benefited by $48.8 million from the impact of foreign currency translation.
−Removed: • 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.
+Added: & Canada property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $4.5 million.
+Added: • The increase in Asia-Pacific property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $43.7 million due to an increase in costs associated with pass-through revenue, including fuel costs.
Direct expenses also benefited by $37.1 million from the impact of foreign currency translation.
−Removed: • 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.
+Added: • The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $91.1 million, primarily due to an increase in costs associated with pass-through revenue, including energy costs.
Direct expenses also benefited by $102.9 million from the impact of foreign currency translation.
−Removed: • 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.
−Removed: • 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.
+Added: • The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, and a decrease in direct expenses of $27.6 million, primarily due to a decrease in costs associated with pass-through revenue, including energy costs.
+Added: Direct expenses were also negatively impacted by $7.5 million from the impact of foreign currency translation.
+Added: • 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 $15.0 million, primarily due to an increase in costs associated with pass-through revenue, including land rent costs.
+Added: Direct expenses were also negatively impacted by $24.3 million from the impact of foreign currency translation.
+Added: • The increase in Data Centers segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $25.6 million, primarily due to power costs.
+Added: • The decrease in Services segment gross margin was primarily due to the decrease in revenue described above, partially offset by a decrease in direct expenses of $47.3 million.
Selling, General, Administrative and Development Expense (“SG&A”)
11 unchanged sentences
Year Ended December 31, 2023
−Removed: • The increases in our U.S.
−Removed: & 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.
−Removed: • 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 .
+Added: • The decrease in our U.S.
+Added: & Canada property segment SG&A was primarily driven by decreased personnel and related costs.
+Added: • The decrease in our Asia-Pacific property segment SG&A was primarily driven by a net decrease in bad debt expense of $18.8 million and decreased personnel and related costs.
For the year ended December 31, 2023 the impact of the VIL Shortfall is reflected in revenue reserves as described above.
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
+Added: • The decrease in our Africa property segment SG&A was primarily driven by a benefit from the impact of foreign currency translation, partially offset by increased personnel and related costs to support our business, increased costs associated with the cancellation of projects and an increase in bad debt expense.
+Added: • The increases in our Europe property and Data Centers segment SG&A were primarily driven by increased personnel and related costs to support our business.
+Added: • The increases in our Latin America property and Services segment SG&A were primarily driven by net increases in bad debt expense, partially offset by decreased personnel and related costs.
+Added: The Latin America property segment SG&A increase also includes the negative impact of foreign currency translation.
+Added: • The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $26.4 million, including an increase of $7.9 million related to the change in vesting terms as described in note 13 to our consolidated financial statements included in this Annual Report, and an increase in corporate SG&A, including an increase in personnel and related costs to support our business.
Operating Profit
10 unchanged sentences
• The increases in operating profit for our U.S.
−Removed: & 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.
−Removed: • 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.
−Removed: • 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.
+Added: & Canada, Asia-Pacific and Africa property segments were primarily attributable to increases in our segment gross margin and decreases in our segment SG&A.
+Added: • The increases in operating profit for our Europe and Latin America property segments and our Data Centers segment 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 Services segment was primarily attributable to a decrease in our segment gross margin and an increase in our segment SG&A.
2 unchanged sentences
Depreciation, amortization and accretion $ 3,086.5 $ 3,355.1 (8) %
−Removed: 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.
+Added: The decrease in depreciation, amortization and accretion expense for the year ended December 31, 2023 was primarily attributable to the decrease in property and equipment and intangible assets subject to amortization as a result of impairments taken and disposals since the beginning of the prior-year period and foreign currency exchange rate fluctuations.
+Added: We are in the process of finalizing our review of the estimated useful lives of our tower assets.
+Added: Based on preliminary information obtained to date, we expect that our estimated asset lives may be extended, which would result in an estimated $700 million to $800 million decrease in depreciation and amortization for the year ended December 31, 2024.
+Added: For more information on the change in the estimated useful lives of our tower assets, see the information under the caption “Property and Equipment” included in note 1 to our consolidated financial statements included in this Annual Report.
Other Operating Expenses
1 unchanged sentence
Other operating expenses $ 377.7 $ 767.6 (51) %
−Removed: 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.
−Removed: 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.
+Added: The decrease in other operating expenses for the year ended December 31, 2023 was primarily attributable to a decrease in impairment charges, excluding goodwill impairments, of $453.5 million, and a decrease in integration and acquisition related costs, including pre-acquisition contingencies and settlements, of $63.2 million, partially offset by a loss on the sale of Mexico Fiber of $80.0 million and an increase in severance and related costs of $21.8 million.
+Added: For the year ended December 31, 2022, impairment charges included $97.0 million related to tower and network location intangible assets and $411.6 million related to tenant-related intangible assets in our India reporting unit related to VIL in India.
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.
−Removed: The year ended December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition.
+Added: Goodwill Impairment
+Added: Goodwill impairment consists of $402.0 million of impairment charges recorded for our India and Spain reporting units during the year ended December 31, 2023.
+Added: For more information on these impairments, see the information under the caption “Goodwill Impairments” included in note 5 to our consolidated financial statements included in this Annual Report.
Total Other Expense
3 unchanged sentences
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.
−Removed: 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.
+Added: The increase in total other expense during the year ended December 31, 2023 was primarily due to foreign currency losses of $330.8 million in the current period, as compared to foreign currency gains of $449.4 million in the prior-year period, and an increase in net interest expense of $189.9 million, primarily due to increases in our weighted average interest rate, partially offset by an unrealized gains of $76.7 million related to the VIL OCDs held as of December 31, 2023.
Income Tax Provision
4 unchanged sentences
Consequently, the effective tax rate on income from continuing operations for each of the years ended December 31, 2023 and 2022 differs from the federal statutory rate.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The increase in the income tax provision for the year ended December 31, 2023 was primarily attributable to increased earnings in certain foreign jurisdictions in the current year after adjusting for non-deductible amounts, partially offset by a benefit in the current year from the application of a tax law change in Kenya.
+Added: The income tax provision for the year ended December 31, 2022 included a reduction in income due to intangible asset impairment charges in India.
+Added: The income tax provision for the year ended December 31, 2023 included the reversal of valuation allowances of $87.2 million in certain foreign jurisdictions as compared to the reversal of valuation allowances of $76.5 million for the year ended December 31, 2022.
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
2 unchanged sentences
Income tax provision 154.2 24.0 543
−Removed: Other income (433.7) (566.1) (23)
+Added: Other expense (income) 248.5 (433.7) (157)
Loss on retirement of long-term obligations 0.3 0.4 (25)
2 unchanged sentences
Other operating expenses 377.7 767.6 (51)
+Added: Goodwill impairment 402.0 — 100
Depreciation, amortization and accretion 3,086.5 3,355.1 (8)
16 unchanged sentences
Amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges 49.8 47.5 5
−Removed: Other income (4) (433.7) (566.1) (23)
+Added: Other expense (income) (4) 248.5 (433.7) (157)
Loss on retirement of long-term obligations 0.3 0.4 (25)
8 unchanged sentences
(1) Included in these amounts are impairment charges of $202.4 million and $655.9 million for the years ended December 31, 2023 and 2022, respectively.
−Removed: (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.
+Added: For the year ended December 31, 2023, also includes goodwill impairment charges of $402.0 million recorded for the India and Spain reporting units and a loss on the sale of Mexico Fiber of $80.0 million.
+Added: (2) For the year ended December 31, 2023, primarily includes distributions related to the outstanding mandatorily convertible preferred equity in connection with our agreements with certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak,” and the distributions, the “Stonepeak Preferred Distributions”) and common dividends payable to us and Stonepeak in proportion to our equity interests in our U.S.
+Added: data center business (the “Stonepeak Common Dividend”).
+Added: For the year ended December 31, 2023, the amount included for the Stonepeak Common Dividend was $91.7 million.
(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.
2 unchanged sentences
Accordingly, we believe it is more meaningful to present Consolidated AFFO excluding these amounts.
−Removed: (4) Includes gains on foreign currency exchange rate fluctuations of $449.4 million and $557.9 million, respectively.
−Removed: (5) Primarily includes acquisition-related costs and integration costs.
+Added: (4) Includes (losses) gains on foreign currency exchange rate fluctuations of $(330.8) million and $449.4 million, respectively.
+Added: (5) Primarily includes acquisition-related costs, integration costs and disposition costs.
(6) Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.
Year Ended December 31, 2023
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The decrease in net income was primarily due to (i) changes in other expense (income) primarily due to foreign currency exchange rate fluctuations, (ii) an increase in goodwill impairment expense, (iii) an increase in net interest expense and (iv) an increase in the income tax provision, partially offset by (a) an increase in segment operating profit, (b) a decrease in other operating expenses and (c) a decrease in depreciation, amortization and accretion expense.
+Added: The increase in Adjusted EBITDA was primarily attributable to an increase in our gross margin and a decrease in SG&A, excluding the impact of stock-based compensation expense, of $6.2 million.
+Added: The increases in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders were primarily attributable to the increase in our operating profit, excluding the impact of straight-line accounting, partially offset by (i) increases in net cash paid for interest, (ii) increases in dividends to noncontrolling interests, including the Stonepeak
+Added: Preferred Distributions and the Stonepeak Common Dividend, (iii) increases in cash paid for income taxes and (iv) increases in capital improvement capital expenditures.
Liquidity and Capital Resources
2 unchanged sentences
Our significant 2023 financing transactions included:
−Removed: • Repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”).
−Removed: • Redemption of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity.
−Removed: • Registered public offering in an aggregate amount of $1.3 billion of senior unsecured notes with maturities in 2027 and 2032.
−Removed: • Registered public offering of 9,185,000 shares of our common stock for aggregate net proceeds of $2.3 billion.
−Removed: • The Stonepeak Transaction (as defined and further discussed below) pursuant to which we received an aggregate amount of approximately $3.1 billion.
−Removed: • Repayment of all amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below).
+Added: • Redemption of our 3.50% senior unsecured notes due 2023 (the “3.50% Notes”) and our 3.000% senior unsecured notes due 2023 (the “3.000% Notes”) upon their maturity;
+Added: • Registered public offering in an aggregate amount of $5.7 billion, including 1.1 billion EUR, of senior unsecured notes with maturities ranging from 2027 to 2033;
+Added: • Securitization transactions, including the repayment of $1.3 billion aggregate principal amount outstanding under our Secured Tower Revenue Securities, Series 2013-2A due 2023 (the “Series 2013-2A Securities”) and the issuance of $1.3 billion aggregate principal amount of the Series 2023-1A Securities (as defined below);
+Added: • Repayment of $1.5 billion under our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”);
+Added: • Amendment of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan (each as defined below) to, among other things, (i) extend the maturity dates under each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and (ii) adopt an Adjusted Term SOFR (as defined in the amendment agreements) pricing benchmark.
The following table summarizes our liquidity as of December 31, 2023 (in millions):
5 unchanged sentences
Total liquidity $ 9,612.6
−Removed: 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).
+Added: Subsequent to December 31, 2023, we made additional net borrowings of $485.0 million under the 2021 Credit Facility (as defined below) and $1.8 billion under the 2021 Multicurrency Credit Facility (as defined below).
The borrowings were used to repay existing indebtedness and for general corporate purposes.
+Added: On January 4, 2024, we entered into an agreement with DIT for the Pending ATC TIPL Transaction, pursuant to which DIT will acquire a 100% ownership interest in ATC TIPL.
+Added: We will retain the full economic benefit associated with the VIL OCDs and rights to payments on certain existing customer receivables.
+Added: Subject to certain pre-closing terms, total aggregate consideration would potentially represent up to 210 billion INR (approximately $2.5 billion), including the value of the VIL OCDs, payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT.
+Added: The Pending ATC TIPL Transaction is expected to close in the second half of 2024, subject to customary closing conditions, including government and regulatory approval.
+Added: We expect to use the proceeds from the Pending ATC TIPL Transaction to repay existing indebtedness, including under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
Summary cash flow information is set forth below for the years ended December 31, (in millions):
4 unchanged sentences
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash 23.2 (120.4)
−Removed: Net (decrease) increase in cash and cash equivalents, and restricted cash $ (202.6) $ 481.9
−Removed: 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.
−Removed: Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Code.
−Removed: We may also repay or repurchase our existing indebtedness or equity from time to time.
+Added: Net decrease in cash and cash equivalents, and restricted cash $ (47.3) $ (202.6)
+Added: We use our cash flows to fund our operations and investments in our business, including maintenance and improvements, communications site and data center construction, managed network installations and acquisitions.
+Added: Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation
+Added: as a REIT under the Code.
+Added: We may also periodically repay or repurchase our existing indebtedness or equity.
We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
−Removed: 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.
−Removed: data center business.
−Removed: 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.
−Removed: 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.
−Removed: data center business for total aggregate consideration of $570.0 million.
−Removed: The transaction was completed in October 2022.
−Removed: We expect to pay distributions related to the outstanding common equity and mandatorily convertible preferred equity.
−Removed: As of December 31, 2022, we hold a common equity interest of approximately 72% in our U.S.
−Removed: data center business, with Stonepeak holding approximately 28% of the outstanding common equity and 100% of the outstanding mandatorily convertible
−Removed: preferred equity.
−Removed: On a fully converted basis, which is expected to occur four years from the date of the initial closing in August 2022, and on the basis of the currently outstanding equity, we will hold a controlling ownership interest of approximately 64%, with Stonepeak holding approximately 36%.
−Removed: 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.
+Added: On an on-going basis, we also perform a comprehensive assessment of our global operations to ensure our portfolio is positioned to drive sustained growth and achieve our risk-adjusted return objectives.
+Added: This assessment may result in our decision to divest a portion, or all, of certain assets, including our Mexico fiber and Poland businesses in 2023, and our signed agreement in January 2024 with DIT for the Pending ATC TIPL Transaction, and repurpose proceeds, and potential future capital, to other capital priorities.
As of December 31, 2023, we had total outstanding indebtedness of $39.2 billion, with a current portion of $3.2 billion.
During the year ended December 31, 2023, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, proceeds from our equity and debt issuances and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions.
−Removed: 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.
+Added: We believe the cash generated by operating activities during the year ending December 31, 2024, together with our borrowing capacity under our credit facilities, will suffice to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.
As of December 31, 2023, we had $1.6 billion of cash and cash equivalents held by our foreign subsidiaries.
As of December 31, 2023, we had $223.6 million of cash and cash equivalents held by our joint ventures, of which $196.6 million was held by our foreign joint ventures.
−Removed: 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.
+Added: While certain subsidiaries may pay us interest or principal on intercompany debt, we have historically not repatriated earnings from our foreign subsidiaries.
However, in the event that we do repatriate any funds, we may be required to accrue and pay certain taxes.
Cash Flows from Operating Activities
−Removed: 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.
+Added: For the year ended December 31, 2023, cash provided by operating activities increased $1.0 billion as compared to the year ended December 31, 2022.
The primary factors that impacted cash provided by operating activities as compared to the year ended December 31, 2022, include:
−Removed: • A decrease in unearned revenue due to advance payments from a customer during the year ended December 31, 2021;
−Removed: • 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;
−Removed: • An increase of approximately $297.4 million in cash paid for interest;
−Removed: • An increase of approximately $97.1 million in cash paid for taxes.
+Added: • Changes in unearned revenue, as the prior year ended December 31, 2022 included the impact of advance payments from a customer during the year ended December 31, 2021;
+Added: • An increase in our property segment operating profit of $510.9 million;
+Added: • Partially offset by an increase of approximately $171.4 million in cash paid for interest.
Cash Flows from Investing Activities
31 unchanged sentences
Proceeds from issuance of common stock, net — 2,291.7
−Removed: (Repayments of) proceeds from credit facilities, net (860.0) 3,691.8
−Removed: Proceeds from term loans — 7,347.0
+Added: Repayments of credit facilities, net (2,563.8) (860.0)
Repayments of term loans (1,500.0) (3,000.0)
+Added: Proceeds from issuance of securities in securitization transaction 1,300.0 —
Repayments of securitized debt (1,300.0) —
2 unchanged sentences
Distributions to noncontrolling interest holders (46.5) (10.9)
−Removed: Purchases of redeemable noncontrolling interests (5) — (175.7)
Purchases of common stock — (18.8)
1 unchanged sentence
_______________
−Removed: (1) During the year ended December 31, 2021, we repaid all amounts outstanding under the InSite Debt.
−Removed: (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.
−Removed: During the year ended December 31, 2022, we repaid all amounts outstanding under the CoreSite Debt.
−Removed: (3) For the year ended December 31, 2022, includes approximately $3.1 billion of contributions received from Stonepeak in connection with the Stonepeak Transaction.
−Removed: 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”).
−Removed: (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.
−Removed: (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).
−Removed: 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).
+Added: (1) For the year ended December 31, 2022, included payment in full of $875.0 million aggregate principal amount and a fair value adjustment of $80.1 million of debt assumed in connection with the CoreSite Acquisition.
+Added: (2) For the year ended December 31, 2022, included $3.1 billion of contributions received in connection with Stonepeak’s acquisition of a noncontrolling ownership interest in our U.S.
+Added: data center business.
+Added: Securitizations
+Added: Repayment of Series 2013-2A Securities —On the March 2023 repayment date, we repaid the entire $1.3 billion aggregate principal amount outstanding under the Series 2013-2A Securities, pursuant to the terms of the agreements governing such securities.
+Added: The repayment was funded with proceeds from the 2023 Securitization (as defined below).
+Added: Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R —On March 13, 2023, we completed a securitization transaction (the “2023 Securitization”), in which American Tower Trust I (the “Trust”) issued $1.3 billion aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass A (the “Series 2023-1A Securities”).
+Added: To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of our affiliates purchased, $68.5 million aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass R (the “Series 2023-1R Securities” and, together with the Series 2023-1A Securities, the “2023 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2023 Securities.
+Added: The assets of the Trust consist of a nonrecourse loan broken into components or “componentized” (the “Loan”), which also secures each of (i) the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”) and (ii) 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 a securitization transaction in March 2018 (the “2018 Securitization” and, together with the 2023 Securitization, the “Trust Securitizations”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”).
+Added: The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT Asset Subs’ interests in 5,034 broadcast and wireless communications towers and related assets (the “Trust Sites”).
+Added: The 2023 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Second Supplement and Amendment dated as of March 13, 2023 (the “2023 Supplement”) to the Second Amended and Restated Loan and Security Agreement dated as of March 29, 2018 (the “Loan Agreement,” which continues to govern the 2018 Securities, and collectively, the “Trust Loan Agreement”).
+Added: The 2023 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2023 Securities and (b) have an expected life of approximately five years with a final repayment date in March 2053.
+Added: The Series 2023-1A Securities and the Series 2023-1R Securities have interest rates of 5.490% and 5.735%, respectively.
+Added: The debt service on the Loan will be paid solely from the cash flows generated from the operation of the Trust Sites held by the AMT Asset Subs.
+Added: The AMT Asset Subs are required to make monthly payments of interest on the Loan.
+Added: Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2023 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components.
+Added: The AMT Asset Subs may prepay the Loan at any time, provided that prepayment is accompanied by applicable prepayment consideration.
+Added: If the prepayment occurs within twelve months of the anticipated repayment date for the 2023 Securities, no prepayment consideration is due.
+Added: The entire unpaid principal balance of the components of the Loan corresponding to the 2023 Securities will be due in March 2053.
Repayments of Senior Notes
−Removed: 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.
+Added: Repayment of 3.50% Senior Notes— On January 31, 2023, we repaid $1.0 billion aggregate principal amount of our 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.
−Removed: 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.
+Added: Repayment of 3.000% Senior Notes— On June 15, 2023, we repaid $700.0 million aggregate principal amount of our 3.000% Notes upon their maturity.
The 3.000% Notes were repaid using borrowings under the 2021 Credit Facility.
Upon completion of the repayment, none of the 3.000% Notes remained outstanding.
−Removed: Offering of Senior Notes
−Removed: 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”).
−Removed: The net proceeds from this offering were approximately $1,282.6 million, after deducting commissions and estimated expenses.
−Removed: 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.
+Added: Repayment of 0.600% Senior Notes —On January 12, 2024, we repaid $500.0 million aggregate principal amount of our 0.600% senior unsecured notes due 2024 (the “0.600% Notes”) upon their maturity.
+Added: The 0.600% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility.
+Added: Upon completion of the repayment, none of the 0.600% Notes remained outstanding.
+Added: Repayment of 5.00% Senior Notes —On February 14, 2024, we repaid $1.0 billion aggregate principal amount of our 5.00% senior unsecured notes due 2024 (the “5.00% Notes”) upon their maturity.
+Added: The 5.00% Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility.
+Added: Upon completion of the repayment, none of the 5.00% Notes remained outstanding.
+Added: Offerings of Senior Notes
+Added: 5.500% Senior Notes and 5.650% Senior Notes Offering— On March 3, 2023, we completed a registered public offering of $700.0 million aggregate principal amount of 5.500% senior unsecured notes due 2028 (the “5.500% Notes”) and $800.0 million aggregate principal amount of 5.650% senior unsecured notes due 2033 (the “5.650% Notes”).
+Added: The net proceeds from this offering were approximately $1,480.9 million, after deducting commissions and estimated expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
+Added: 4.125% Senior Notes and 4.625% Senior Notes Offering— On May 16, 2023, we completed a registered public offering of 600.0 million EUR ($652.1 million at the date of issuance) aggregate principal amount of 4.125% senior unsecured notes due 2027 (the “4.125% Notes”) and 500.0 million EUR ($543.4 million at the date of issuance) aggregate principal amount of
+Added: 4.625% senior unsecured notes due 2031 (the “4.625% Notes”).
+Added: The net proceeds from this offering were approximately 1,089.5 million EUR (approximately $1,184.1 million at the date of issuance), after deducting commissions and estimated expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.
+Added: 5.250% Senior Notes and 5.550% Senior Notes Offering— On May 25, 2023, we completed a registered public offering of $650.0 million aggregate principal amount of 5.250% senior unsecured notes due 2028 (the “5.250% Notes”) and $850.0 million aggregate principal amount of 5.550% senior unsecured notes due 2033 (the “5.550% Notes”).
+Added: The net proceeds from this offering were approximately $1,481.9 million, after deducting commissions and estimated expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
+Added: 5.800% Senior Notes and 5.900% Senior Notes Offering— On September 15, 2023, we completed a registered public offering of $750.0 million aggregate principal amount of 5.800% senior unsecured notes due 2028 (the “5.800% Notes”) and $750.0 million aggregate principal amount of 5.900% senior unsecured notes due 2033 (the “5.900% Notes” and, together with the 5.500% Notes, the 5.650% Notes, the 4.125% Notes, the 4.625% Notes, the 5.250% Notes, the 5.550% Notes and the 5.800% Notes, the “2023 Notes”).
+Added: The net proceeds from this offering were approximately $1,482.8 million, after deducting commissions and estimated expenses, which we used to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
The key terms of the 2023 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)
−Removed: 3.650% Notes $ 650.0 April 1, 2022 March 15, 2027 3.650 % September 15, 2022 March 15 and September 15 February 15, 2027
−Removed: 4.050% Notes $ 650.0 April 1, 2022 March 15, 2032 4.050 % September 15, 2022 March 15 and September 15 December 15, 2031
+Added: 5.500% Notes $ 700.0 March 3, 2023 March 15, 2028 5.500 % September 15, 2023 March 15 and September 15 February 15, 2028
+Added: 5.650% Notes $ 800.0 March 3, 2023 March 15, 2033 5.650 % September 15, 2023 March 15 and September 15 December 15, 2032
+Added: 4.125% Notes (3) $ 652.1 May 16, 2023 May 16, 2027 4.125 % May 16, 2024 May 16 March 16, 2027
+Added: 4.625% Notes (3) $ 543.4 May 16, 2023 May 16, 2031 4.625 % May 16, 2024 May 16 February 16, 2031
+Added: 5.250% Notes $ 650.0 May 25, 2023 July 15, 2028 5.250 % January 15, 2024 January 15 and July 15 June 15, 2028
+Added: 5.550% Notes $ 850.0 May 25, 2023 July 15, 2033 5.550 % January 15, 2024 January 15 and July 15 April 15, 2033
+Added: 5.800% Notes $ 750.0 September 15, 2023 November 15, 2028 5.800 % May 15, 2024 May 15 and November 15 October 15, 2028
+Added: 5.900% Notes $ 750.0 September 15, 2023 November 15, 2033 5.900 % May 15, 2024 May 15 and November 15 August 15, 2033
_______________
1 unchanged sentence
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.
+Added: Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(2) We may redeem the 2023 Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2023 Notes plus a make-whole premium, together with accrued interest to the redemption date.
If we redeem the 2023 Notes on or after the par call date, we will not be required to pay a make-whole premium.
−Removed: 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.
+Added: (3) The 4.125% Notes and the 4.625% Notes are denominated in EUR;
+Added: dollar amounts represent the aggregate principal amount at the issuance date.
+Added: If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the 2023 Notes, we may be required to repurchase all of the 2023 Notes at a purchase price equal to 101% of the principal amount of those 2023 Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
The 2023 Notes rank equally with all of our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.
−Removed: 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.
−Removed: These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the supplemental indenture.
−Removed: 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.
−Removed: The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
+Added: Each applicable supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens.
+Added: 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.
Bank Facilities
−Removed: 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.
−Removed: 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.
−Removed: We used the borrowings to repay outstanding indebtedness, including the CoreSite Debt, and for general corporate purposes.
−Removed: 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.
+Added: Amendments to Bank Facilities— On June 29, 2023, we amended our (i) $6.0 billion senior unsecured multicurrency revolving credit facility, as previously amended and restated on December 8, 2021 (the “2021 Multicurrency Credit Facility”), (ii) $4.0 billion senior unsecured revolving credit facility, as previously amended and restated on December 8, 2021, (the “2021 Credit Facility”) and (iii) $1.0 billion unsecured term loan, as previously amended and restated on December 8, 2021, (the “2021 Term Loan”).
+Added: These amendments, among other things,
+Added: extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to July 1, 2026 and July 1, 2028, respectively;
+Added: commemorate commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility of $6.0 billion and $4.0 billion, respectively;
+Added: replace the London Interbank Offered Rate (“LIBOR”) pricing benchmark with an Adjusted Term Secured Overnight Financing Reserve (“SOFR”) pricing benchmark.
+Added: 2021 Multicurrency Credit Facility— As of December 31, 2023, 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.
+Added: During the year ended December 31, 2023, we borrowed an aggregate of $3.0 billion and repaid an aggregate of $6.1 billion, including 842.6 million EUR ($919.1 million as of the repayment date), of revolving indebtedness under the 2021 Multicurrency Credit Facility.
+Added: We used the borrowings to repay outstanding indebtedness, including the 2021 USD Two Year Delayed Draw Term Loan, and for general corporate purposes.
+Added: 2021 Credit Facility— As of December 31, 2023, 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, 2023, we borrowed an aggregate of $3.1 billion and repaid an aggregate of $2.6 billion of revolving indebtedness under the 2021 Credit Facility.
−Removed: We used the borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: 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
−Removed: 2021 Multicurrency Credit Facility (2) $ 3,788.7 June 30, 2025 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
−Removed: 2021 Credit Facility (4) 1,080.0 January 31, 2027 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
+Added: We used the borrowings to repay outstanding indebtedness, including the 3.50% Notes and the 3.000% Notes, and for general corporate purposes.
+Added: Repayment of 2021 USD Two Year Delayed Draw Term Loan— On June 27, 2023, we repaid all amounts outstanding under the 2021 USD Two Year Delayed Draw Term Loan with borrowings under the 2021 Multicurrency Credit Facility.
+Added: As of December 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and our 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) were as follows:
+Added: Bank Facility Outstanding Principal Balance Maturity Date SOFR or EURIBOR borrowing interest rate range (1) Base rate borrowing interest rate range (1) Current margin over SOFR or EURIBOR and the base rate, respectively
+Added: 2021 Multicurrency Credit Facility (2) $ 723.4 July 1, 2026 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125%
+Added: 2021 Credit Facility (4) 1,603.4 July 1, 2028 (3) 0.875% - 1.500% 0.000% - 0.500% 1.125% and 0.125%
2021 Term Loan (4) 1,000.0 January 31, 2027 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
2021 EUR Three Year Delayed Draw Term Loan (5) 910.7 May 28, 2024 0.875% - 1.625% 0.000% - 0.625% 1.125% and 0.125%
−Removed: 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%
_______________
−Removed: (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.
−Removed: (2) Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
+Added: (1) Represents interest rate above:
+Added: (a) SOFR for SOFR based borrowings, (b) Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and (c) the defined base rate for base rate borrowings, in each case based on our debt ratings.
+Added: (2) Currently borrowed at SOFR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
(3) Subject to two optional renewal periods.
−Removed: (4) Currently borrowed at LIBOR.
+Added: (4) Currently borrowed at SOFR.
(5) Currently borrowed at EURIBOR.
1 unchanged sentence
The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.200% per annum, based upon our debt ratings, and is currently 0.110%.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 EUR Three Year Delayed Draw Term Loan and the associated loan agreements (the “Bank Loan Agreements”) do not require amortization of principal
+Added: and may be paid prior to maturity in whole or in part at our option without penalty or premium.
+Added: We have the option of choosing either a defined base rate, SOFR or EURIBOR as the applicable base rate for borrowings under these bank facilities.
+Added: Each Bank Loan Agreement contains 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.
−Removed: Nigeria Letters of Credit —During the year ended December 31, 2022, we drew on letters of credit in Nigeria (the “Nigeria Letters of Credit”).
−Removed: The drawn amounts bear interest at a rate equal to the Secured Overnight Financing Rate at the time of drawing plus a spread.
−Removed: Amounts are due 270 days from the date of drawing.
−Removed: As of December 31, 2022, we had $16.2 million outstanding under the drawn Nigeria Letters of Credit.
−Removed: India Indebtedness
−Removed: India Working Capital Facilities— The India indebtedness includes several working capital facilities, most of which are subject to annual renewal.
−Removed: 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.
+Added: 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”).
+Added: On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under the India Term Loan.
+Added: 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%.
+Added: Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.
+Added: 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.
+Added: In January 2024, we amended the India Term Loan to extend the maturity date to December 31, 2024.
+Added: India Working Capital Facilities —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.
−Removed: As of December 31, 2022, we have not borrowed under these facilities.
−Removed: Amounts outstanding and key terms of the India indebtedness consisted of the following as of December 31, 2022 (in millions, except percentages):
+Added: During the year ended December 31, 2023, we increased the borrowing capacity of our working capital facilities in India by 2.8 billion INR (approximately $33.7 million).
+Added: During the year ended December 31, 2023, we did not borrow under these facilities.
+Added: Amounts outstanding and key terms of the India credit facilities consisted of the following as of December 31, 2023 (in millions, except percentages):
Amount Outstanding (INR) Amount Outstanding (USD) Interest Rate (Range) Maturity Date (Range)
4 unchanged sentences
(1) 10.7 billion INR ($128.7 million) of borrowing capacity as of December 31, 2023.
−Removed: We have 0.2 billion INR (approximately $2.6 million) of of bank guarantees outstanding included within the overall borrowing capacity.
−Removed: 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”).
−Removed: On February 17, 2023, we borrowed 10.0 billion INR (approximately $120.7 million at the date of borrowing) under the India Term Loan.
−Removed: 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%.
−Removed: Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.
−Removed: 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.
−Removed: Stock Repurchase Programs — We have two stock repurchase programs, the 2011 Buyback and the 2017 Buyback.
−Removed: 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.
−Removed: We had no repurchases under the 2017 Buyback.
+Added: We have 0.2 billion INR (approximately $2.7 million) of bank guarantees outstanding included within the overall borrowing capacity.
+Added: Stock Repurchase Programs —In March 2011, our Board approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”).
+Added: In December 2017, our Board 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”).
+Added: During the year ended December 31, 2023, there were no repurchases under either of the Buyback Programs.
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.
7 unchanged sentences
During the year ended December 31, 2023, we received an aggregate of $22.1 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
−Removed: 2020 “At the Market” Stock Offering Program —In August 2020, we established an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”).
−Removed: Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices.
−Removed: We intend to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness.
−Removed: As of December 31, 2022, we have not sold any shares of common stock under the 2020 ATM Program.
−Removed: 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.
−Removed: Aggregate net proceeds from this offering were approximately $2.3 billion after deducting underwriting discounts and estimated offering expenses.
−Removed: We used the net proceeds to repay existing indebtedness under the 2021 USD 364-Day Delayed Draw Term Loan.
−Removed: Future Financing Transactions — We regularly consider various options to access the capital markets, subject to market conditions, to meet our funding needs.
−Removed: Such capital raising alternatives, in addition to those noted above including the 2020 ATM Program, may include additional senior note offerings and securitization transactions.
+Added: Future Financing Transactions — We regularly consider various options to obtain financing and access the capital markets, subject to market conditions, to meet our funding needs.
+Added: Such capital raising alternatives, in addition to those noted above, may include amendments and extensions of our bank facilities, entry into new bank facilities, transactions with private equity funds or partnerships, additional senior note and equity 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: During the year ended December 31, 2022, we paid $5.69 per share, or $2.6 billion, to common stockholders of record.
+Added: We have distributed an aggregate of approximately $17.5 billion to our common stockholders, including the dividend paid in February 2024, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years beginning before 2026.
+Added: During the year ended December 31, 2023, we paid $6.31 per share, or $2.9 billion, to our common stockholders of record.
In addition, we declared a distribution of $1.70 per share, or $792.7 million, paid on February 1, 2024 to our common stockholders of record at the close of business on December 28, 2023.
2 unchanged sentences
During the year ended December 31, 2023, we paid $9.0 million of distributions upon the vesting of restricted stock units.
+Added: The amount, timing and frequency of future distributions will be at the sole discretion of our Board and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board may deem relevant.
For more details on the cash distributions paid to our common stockholders during the year ended December 31, 2023, see note 14 to our consolidated financial statements included in this Annual Report.
7 unchanged sentences
Distributions— We expect that our 2024 total distributions declared to our common stockholders will be $3.0 billion.
−Removed: The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors.
+Added: The amount, timing and frequency of future distributions will be at the sole discretion of our Board.
Asset Retirement Obligations— We are required to remove our assets and remediate the leased sites upon which certain of our assets are located.
4 unchanged sentences
Internally Generated Funds —Because the majority of our customer leases are multiyear contracts, a significant majority of the revenues generated by our property operations as of the end of 2023 is recurring revenue that we should continue to receive in future periods.
−Removed: 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.
+Added: 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
+Added: efficiencies.
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.
−Removed: 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.
+Added: Restrictions Under Loan Agreements Relating to Our Credit Facilities —Each Bank Loan Agreement contains 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.
−Removed: The loan agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below.
+Added: The Bank Loan Agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below.
As of December 31, 2023, we were in compliance with each of these covenants.
12 unchanged sentences
(4) Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.
−Removed: 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.
−Removed: Subsequent to December 31, 2022, our Total Debt to Adjusted EBITDA ratio stepped back down to not exceed 6.00 to 1.00.
−Removed: 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.
+Added: The Bank Loan Agreements also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods.
If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.
−Removed: Failure to comply with the financial maintenance tests and certain other covenants of the loan agreements for our credit facilities could not only prevent us from being able to borrow additional funds under these credit facilities, but may also constitute a default under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
+Added: Failure to comply with the financial maintenance tests and certain other covenants of the Bank Loan Agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may also constitute a default under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
If this were to occur, we may not have sufficient cash on hand to repay such indebtedness.
−Removed: The key factors affecting our ability to comply with the debt covenants described above are our financial performance relative to the financial maintenance tests defined in the loan agreements for these credit facilities and our ability to fund our debt service obligations.
+Added: The key factors affecting our ability to comply with the debt covenants described above are our financial performance relative to the financial maintenance tests defined in the Bank Loan Agreements and our ability to fund our debt service obligations.
Based upon our current expectations, we believe our operating results during the next 12 months will be sufficient to comply with these covenants.
−Removed: Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations— The indenture and related supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in the 2015 Securitization and the loan agreement related to the Trust Securitizations include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations.
−Removed: 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).
−Removed: 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
−Removed: 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.
−Removed: 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.
+Added: Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations— The indenture and related supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in the 2015 Securitization and the Trust Loan Agreement (collectively, the “Securitization Loan Agreements”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations.
+Added: Among other things, GTP Acquisition Partners and the AMT Asset Subs are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreements).
+Added: Under the Securitization Loan 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 Loan, as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement.
+Added: On a monthly basis, after paying all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of these assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to us for use.
As of December 31, 2023, $76.3 million held in such reserve accounts was classified as restricted cash.
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2015 Securitization GTP Acquisition Partners American Tower Secured Revenue Notes, Series 2015-2 1.30x, Tested Quarterly (2) (3)(4) $322.1 17.42x $296.6 $299.3
−Removed: Trust Securitizations AMT Asset Subs Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R 1.30x, Tested Quarterly (2) (3)(5) $598.1 10.20x $531.7 $540.7
+Added: Trust Securitizations AMT Asset Subs Secured Tower Revenue Securities, Series 2023-1, Subclass A, Secured Tower Revenue Securities, Series 2023-1, Subclass R, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R 1.30x, Tested Quarterly (2) (3)(5) $547.2 6.87x $502.0 $515.5
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(1) Based on the net cash flow of the applicable issuer or borrower as of December 31, 2023 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
+Added: (2) If the DSCR were equal to or below 1.30x (the “Cash Trap DSCR”) for any quarter, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.
Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
−Removed: During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.
+Added: Additionally, if the borrower under the 2023 Securitization does not meet certain title insurance policy requirements within the specified time period under the agreements, excess cash flow will also be deposited into the Cash Trap Reserve Account.
(3) An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4) No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date.
−Removed: However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
−Removed: (5) An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.
+Added: However, in that event, additional interest will accrue on the unpaid principal balance of the applicable series, and that series will begin to amortize on a monthly basis from excess cash flow.
+Added: (5) An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until the principal has been repaid in full.
A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and acquisitions and to meet REIT distribution requirements.
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Further, additional interest will begin to accrue with respect to the Series 2015-2 Notes or subclass of the Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement.
−Removed: 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.
−Removed: 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.
+Added: With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of the Series 2015-2 Notes, declare 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 those notes.
+Added: 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 3,343 communications sites that secure the Series 2015-2 Notes or the 5,034 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose those sites and their associated revenue.
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.
−Removed: If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively expensive or restricted by the terms of our outstanding indebtedness.
−Removed: Further, as further discussed under Item 1A of this Annual Report under the caption “Risk Factors,” extreme market volatility and disruption caused by the COVID-19 pandemic may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations.
+Added: If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively
+Added: expensive or restricted by the terms of our outstanding indebtedness.
+Added: Further, as further discussed under Item 1A of this Annual Report under the caption “Risk Factors,” market volatility and disruption caused by inflation, rising interest rates and supply chain disruptions may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations.
If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, or refinance our existing indebtedness.
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We record any related impairment charge in the period in which we identify such impairment.
−Removed: 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
−Removed: agreements with us.
+Added: In October 2019, the Supreme Court of India issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in both March 2020 and July 2021 with respect to the total charges, which may (a) have a material financial impact on certain of our customers and (b) affect their ability to perform their obligations under agreements with us.
In September 2020, the Supreme Court of India defined the expected timeline of ten years for payments owed under the ruling.
−Removed: 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.
−Removed: 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.
+Added: 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 prospective change in the definition of AGR.
+Added: In the third quarter of 2022, one of our largest customers in India, VIL, communicated that it would make partial payments of its contractual amounts owed to us and indicated that it would continue to make partial payments for the remainder of 2022.
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.
−Removed: 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.
−Removed: As a result, we determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
−Removed: An impairment of $97.0 million was taken on tower and network location intangible assets in India.
−Removed: We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million.
+Added: 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
+Added: would instead continue to make partial payments, for which we recorded reserves in late 2022 and the first half of 2023.
+Added: In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.
+Added: We determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.
+Added: During the year ended December 31, 2022, an impairment of $97.0 million was taken on tower and network location intangible assets in India.
+Added: We also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $411.6 million during the year ended December 31, 2022.
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.
+Added: 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.”
The carrying value of tenant-related intangible assets in India was $344.8 million as of December 31, 2023, which represents 3% of our consolidated balance of $12.2 billion.
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The loss recognized is limited to the total amount of goodwill allocated to that reporting unit.
−Removed: 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.
−Removed: 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%.
−Removed: 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).
−Removed: 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.
−Removed: 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.”
+Added: In 2023, we initiated a strategic review of our India business, where we evaluated the appropriate level of exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth.
+Added: The strategic review concluded in January 2024 with our signed agreement with DIT for the Pending ATC TIPL Transaction.
+Added: During the process, and based on information gathered therein, we updated our estimate on the fair value of the India reporting unit and determined that the carrying value exceeded fair value.
+Added: We performed a quantitative goodwill impairment test for the quarter ended September 30, 2023 using, among other things, the information obtained from third parties to compare the fair value of the India reporting unit to its carrying amount, including goodwill.
+Added: The result of our goodwill impairment test indicated that the carrying amount of our India reporting unit exceeded our estimated fair value.
+Added: As a result, we recorded a goodwill impairment charge of $322.0 million.
+Added: We also performed our annual goodwill impairment test as of December 31, 2023.
+Added: The results of the annual goodwill impairment test indicated that the carrying amount of our Spain reporting unit exceeded its estimated fair value, as calculated under an income approach using future discounted cash flows.
+Added: As a result, we recorded a goodwill impairment charge of $80.0 million.
+Added: 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.
+Added: The reduction in the fair value of the Spain reporting unit was due to an increase in the weighted average cost of capital.
+Added: The goodwill impairment charges in India and Spain are recorded in Goodwill impairment in the accompanying consolidated statements of operations.
+Added: During the year ended December 31, 2023, no other goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.
• Acquisitions :
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For those transactions treated as asset acquisitions, the purchase price is allocated to the assets acquired, with no recognition of goodwill.
−Removed: For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with our results from the dates of the respective acquisitions.
+Added: For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of
+Added: operations are included with our results from the dates of the respective acquisitions.
Any excess of the purchase price paid over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill.
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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.
−Removed: When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset
−Removed: with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset.
+Added: 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.
+Added: Periodically, we provide lease incentives to our tenants.
+Added: If incentives are present in our leases, they are evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and Other non-current assets in the consolidated balance sheets and amortized on a straight line basis over the corresponding lease term as a non-cash reduction to revenue.
We derive the largest portion of our revenues, corresponding trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry, with 45% of our revenues derived from three tenants.
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The right-of-use asset is measured as the sum of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any other applicable amounts.
−Removed: The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present value of the lease liability.
+Added: The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the
+Added: present value of the lease liability.
When calculating the lease term, we consider the renewal, cancellation and termination rights available to us and the lessor.
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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.
−Removed: The effect on deferred tax assets and liabilities as a result of a change in tax rates is
−Removed: recognized in income in the period that includes the enactment date.
+Added: 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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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.