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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-23 · 699 added, 598 removed, 1995 unchanged (39% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

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Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Our internal control system is designed to provide reasonable assurance to our management and our Board regarding the preparation and fair presentation of published financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

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OTHER INFORMATION.

Not applicable.

Rule 10b5-1 Plans

Smith , our Executive Vice President, Chief Financial Officer and Treasurer , entered into a pre-arranged stock trading plan on November 9, 2023 .

Smith’s plan provides for the potential exercise of vested stock options and associated sale of up to 23,019 shares of our common stock between March 1, 2024 and March 8, 2024.

Samme Thompson , one of our Director s, entered into a pre-arranged stock trading plan on October 27, 2023 .

Thompson’s plan provides for the potential exercise of vested stock options and associated sale of up to 5,054 shares of our common stock between February 26, 2024 and March 8, 2024.

Each of these trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1 under the Exchange Act and our policies regarding transactions in our securities.

Generally, these trading plans pre-establish the amounts, prices and dates of future purchases or sales of our stock, including shares issued upon the exercise or vesting of equity awards.

Under these trading plans, the individual director or officer relinquishes control over the transactions once the trading plan is put into place.

Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after, significant company events.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Our executive officers and their respective ages and positions as of February 20, 2024 are set forth below:

Bartlett 64 President and Chief Executive Officer

Vondran 53 President and Chief Executive Officer

Smith 58 Executive Vice President, Chief Financial Officer and Treasurer

Edmund DiSanto 70 Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer

Bartlett 65 Advisor to the Chief Executive Officer (until May 1, 2024)

Dowling 54 Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Meyer 59 Senior Vice President and Chief Accounting Officer

Olivier Puech 55 Executive Vice President and President, Latin America and EMEA

Sanjay Goel 56 Executive Vice President and President, Asia-Pacific

Vondran 52 Executive Vice President and President, U.S.

Meyer 60 Senior Vice President and Chief Accounting Officer

Noel 55 Executive Vice President and President, U.S.

Tower Division

Bartlett is our President and Chief Executive Officer.

Bartlett joined us in April 2009 as Executive Vice President and Chief Financial Officer and served in that role until March 2020 when he was appointed to his current position.

Bartlett served as our Treasurer from February 2012 to December 2013, and again from July 2017 to August 2018.

Olivier Puech 56 Executive Vice President and President, Latin America and EMEA

Vondran is our President and Chief Executive Officer.

Vondran joined us in 2000 as a member of our corporate legal team and served in a variety of positions until August 2004 when he was appointed Senior Vice President of our U.S.

Leasing Operations.

In August 2010, Mr.

Vondran was appointed Senior Vice President, General Counsel of our U.S.

Tower Division and served in that role until August 2018, when he was appointed Executive Vice President, U.S.

Tower Division, a role that he served in until November 2023.

Vondran joined the Cellular Telecommunications Industry Association (CTIA) Board in September 2018, and, in October 2018, he joined the Board of Directors for the Wireless Infrastructure Association (WIA).

Prior to joining us, Mr.

Bartlett served as Senior Vice President and Corporate Controller with Verizon Communications.

During his 25-year career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations and business development roles, including as President and Chief Executive Officer of Bell Atlantic International Wireless from 1995 through 2000, where he was responsible for wireless activities in certain regions of North America, Latin America, Europe and Asia.

In addition, Mr.

Bartlett served as CEO of Iusacell, a publicly traded, nationwide cellular company in Mexico, CEO of Verizon's Global Solutions Inc., a global connectivity business providing lit and dark fiber services primarily to global enterprises, and as an Area President for Verizon’s U.S.

wireless business, where he was responsible for all operational aspects of the business in the Northeast and Mid-Atlantic states.

He began his career at Deloitte, Haskins & Sells.

Bartlett is a member of the World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors, the National Association of Real Estate Investment Trust (NAREIT) Executive Committee and the Business Roundtable.

He currently sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.

He earned an M.B.A.

from Rutgers University and a Bachelor of Science degree in Industrial Engineering from Lehigh University.

Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon.

John Stroud on the Arkansas Court of Appeals.

He received his J.D.

with high honors from the University of Arkansas at Little Rock School of Law and a Bachelor of Arts in Economics and Business from Hendrix College.

Smith is our Executive Vice President, Chief Financial Officer and Treasurer.

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He also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.

Edmund DiSanto is our Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer.

Prior to his current role, he served as our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary for over 15 years.

Prior to joining us in April 2007, Mr.

DiSanto was with Pratt & Whitney, a unit of United Technologies Corporation.

DiSanto started with United Technologies in 1989, where he first served as Assistant General Counsel of its Carrier subsidiary, then as corporate Executive Assistant to the Chairman and Chief Executive Officer of United Technologies.

From 1997, he held various legal and business roles at its Pratt & Whitney unit, including Deputy General Counsel and most recently, Vice President, Global Service Partners, Business Development.

Prior to joining United Technologies, Mr.

DiSanto served in a number of legal and related positions at United Dominion Industries and New England Electric Systems.

DiSanto earned a J.D.

from Boston College Law School and a Bachelor of Science from Northeastern University.

DiSanto became a member of the Board of Directors of the Business Council for International Understanding.

DiSanto also serves as the Strategic Officer for the Company at the World Economic Forum.

DiSanto was admitted to the bar of the United States Supreme Court and in 2020, Mr.

DiSanto was named to the Board of the U.S.-India Business Council.

Bartlett is currently advisor to the Chief Executive Officer, a role he is expected to hold until his retirement from the Company on May 1, 2024.

Prior to such role, Mr.

Bartlett served as our President and Chief Executive Officer since March 2020.

Bartlett joined us in April 2009 and served as our Executive Vice President and Chief Financial Officer until March 2020, and also served as our Treasurer from February 2012 to December 2013, and again from July 2017 to August 2018.

Prior to joining us, Mr.

Bartlett served as Senior Vice President and Corporate Controller with Verizon Communications.

In addition, Mr.

wireless business, where he was responsible for all operational aspects of the business in the Northeast and Mid-Atlantic states.

He began his career at Deloitte, Haskins & Sells.

He currently serves on the Board of Directors of Otis Worldwide Corporation, sits on the Samaritans advisory council, is on the Board of Advisors of the Rutgers Business School and is on the Massachusetts Institute of Technology Presidential CEO Advisory Board.

He earned an M.B.A.

from Rutgers University and a Bachelor of Science degree in Industrial Engineering from Lehigh University.

Dowling is our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary.

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Since joining us in 2011, Ms.

Dowling has served as Senior

Vice President, Corporate Legal, and, most recently, as Senior Vice President and General Counsel for the EMEA and Latin America regions.

Dowling has served as Senior Vice President, Corporate Legal, and, most recently, as Senior Vice President and General Counsel for the EMEA and Latin

America regions.

In addition, she led American Tower’s Global Remobilization Project Team to care for the safety and well-being of employees during the pandemic.

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She also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.

Sanjay Goel is our Executive Vice President and President, Asia-Pacific.

Goel joined us in March 2021.

Prior to joining us, Mr.

Goel was with Nokia, where he started in the mobile networks division in 2001.

During his time at Nokia, he held various sales and business management positions, including Head of the Managed Services Business Line for Asia Pacific, Japan and India and Vice President of the Global Services Business Unit, APAC and Japan.

Goel also led Nokia’s Global Services business across Asia, the Middle East and Africa, and created a new sales and business development division within Global Services, based in Finland.

Most recently, he served as President of the Global Services business group and Nokia Operations.

Goel began his career at ABB and IBM, prior to joining Nokia.

He holds a Bachelor’s degree in Engineering with specialization in Electronics and Communications from Manipal Institute of Technology.

Meyer is our Senior Vice President and Chief Accounting Officer.

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Meyer earned a Masters in Finance from Bentley University and a Bachelor of Science in Accounting from Marquette University, and is a Certified Public Accountant.

Noel is our Executive Vice President and President, U.S.

Tower Division.

Prior to this role, Mr.

Noel served as Senior Vice President and Chief Operating Officer, U.S.

Tower Division, and has been with American Tower since 2011.

Noel has more than 25 years of network deployment experience in the telecommunications industry.

Prior to joining us, he was Vice President of Network Development for LightSquared (now Ligado Networks), with responsibility for the development and implementation of the company’s national network deployment strategy.

He spent 11 years with Sprint Nextel, beginning as Director of Radio Services, then becoming Vice President for Northeast Site Development, and finally becoming Vice President for National Site Development.

Noel is a graduate of East Carolina University with a Bachelor of Science in Industrial Engineering and has earned an Executive Certificate from the McDonough School of Business at Georgetown University.

Noel is a board member of the Tower Families Foundation and a former board member of Warriors for Wireless.

Olivier Puech is our Executive Vice President and President, Latin America and EMEA.

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He is fluent in English, French, Spanish, Italian and Portuguese.

Sanjay Goel is our Executive Vice President and President, Asia-Pacific.

Goel joined us in March 2021.

Prior to joining us, Mr.

Goel was with Nokia, where he started in the mobile networks division in 2001.

Goel also led Nokia’s Global Services business across Asia, the Middle East and Africa, and created a new sales and business development division within Global Services, based in Finland.

Most recently, he served as President of the Global Services business group and Nokia Operations.

Goel began his career at ABB and IBM, prior to joining Nokia.

He holds a Bachelor’s degree in Engineering with specialization in Electronics and Communications from Manipal Institute of Technology.

Vondran is our Executive Vice President and President, U.S.

Tower Division.

Vondran joined us in 2000 as a member of our corporate legal team and served in a variety of positions until August 2004 when he was appointed Senior Vice President of our U.S.

Leasing Operations.

In August 2010, Mr.

Vondran was appointed Senior Vice President, General Counsel of our U.S.

Tower Division and served in that role until August 2018, when he was appointed to his current position.

Prior to joining us, Mr.

Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon.

John Stroud on the Arkansas Court of Appeals.

He received his J.D.

with high honors from the University of Arkansas at Little Rock School of Law and a Bachelor of Arts in Economics and Business from Hendrix College.

The information under “Election of Directors” and “Delinquent Section 16(a) Reports,” if applicable, from the Definitive Proxy Statement is incorporated herein by reference.

Information required by this item pursuant to Item 407(c)(3) of SEC Regulation S-K relating to our procedures by which security holders may recommend nominees to our Board of Directors, and pursuant to Item 407(d)(4) and 407(d)(5) of SEC Regulation S-K relating to our audit committee financial experts and identification of the audit committee of our Board of Directors, is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.

Information required by this item pursuant to Item 407(c)(3) of SEC Regulation S-K relating to our procedures by which security holders may recommend nominees to our Board, and pursuant to Item 407(d)(4) and 407(d)(5) of SEC Regulation S-K relating to our audit committee financial experts and identification of the audit committee of our Board, is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.

Information regarding our Code of Conduct applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this Annual Report under the caption “Business—Available Information.”

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8-K 001-14195 August 25, 2011 2.1

2.2 Agreement and Plan of Merger, dated November 14, 2021, by and among the Company, American Tower Investments LLC, Appleseed Holdco LLC, Appleseed Merger Sub LLC, Appleseed OP Merger Sub LLC, CoreSite and CoreSite, L.P.

8-K 001-14195 November 15, 2021 2.1

3.1 Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, effective as of December 31, 2011

2 unchanged sentences

8-K 001-14195 January 3, 2012 3.2

3.3 Amended and Restated By-Laws of the Company, effective as of February 12, 2016

8-K 001-14195 February 16, 2016 3.1

3.3 Amended and Restated By-Laws of the Company, effective as of December 13, 2023

8-K 001-14195 December 14, 2023 3.1

3.4 Certificate of Designations of the 5.25% Mandatory Convertible Preferred Stock, Series A, of the Company as filed with the Secretary of State of the State of Delaware, effective as of May 12, 2014

2 unchanged sentences

8-K 001-14195 March 3, 2015 3.1

4.1 Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee

S-3ASR 333-166805 May 13, 2010 4.3

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.2 Supplemental Indenture No.

4, dated as of December 30, 2011, to Indenture dated as of May 13, 2010, by and among, the Company, American Tower REIT, Inc.

and The Bank of New York Mellon Trust Company N.A., as Trustee

8-K 001-14195 January 3, 2012 4.6

4.3 Supplemental Indenture No.

6, dated as of January 8, 2013, to Indenture dated as of May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 3.50% Senior Notes due 2023

8-K 001-14195 January 8, 2013 4.1

4.1 Indenture dated as of May 23, 2013, by and between the Company and U.S.

5 unchanged sentences

8-K 001-14195 August 19, 2013 4.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.3 Supplemental Indenture No.

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9, dated as of December 8, 2017, to Indenture dated as of May 23, 2013, by and between the Company and U.S.

Bank National Association, as Trustee, for the 3.000% Senior Notes due 2023 and the 3.600% Senior Notes due 2028

Bank National Association, as Trustee, for the 3.600% Senior Notes due 2028

8-K 001-14195 December 8, 2017 4.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.10 Supplemental Indenture No.

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8-K 001-14195 June 13, 2019 4.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.14 Supplemental Indenture No.

22 unchanged sentences

8-K 001-14195 November 20, 2020 4.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.20 Supplemental Indenture No.

10 unchanged sentences

8-K 001-14195 September 27, 2021 4.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.23 Supplemental Indenture No.

9 unchanged sentences

S-3ASR 333-265348 June 1, 2022 4.32

4.26 Supplemental Indenture No.

1, dated as of March 3, 2023, to Indenture dated as of June 1, 2022, by and between American Tower Corporation and U.S.

Bank Trust Company, National Association, as Trustee, for the 5.500% Senior Notes due 2028 and the 5.650% Senior Notes due 2033

8-K 001-14195 March 3, 2023 4.1

4.27 Supplemental Indenture No.

2, dated as of May 16, 2023, to Indenture dated as of June 1, 2022 by and among the Company, U.S.

Bank Trust Company, National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 4.125% Senior Notes due 2027 and the 4.625% Senior Notes due 2031

8-K 001-14195 May 16, 2023 4.1

4.28 Supplemental Indenture No.

3, dated as of May 25, 2023, to Indenture dated as of June 1, 2022, by and between American Tower Corporation and U.S.

Bank Trust Company, National Association, as Trustee, for the 5.250% Senior Notes due 2028 and the 5.550% Senior Notes due 2033

8-K 001-14195 May 25, 2023 4.1

4.29 Supplemental Indenture No.

4, dated as of September 15, 2023, to Indenture dated as of June 1, 2022, by and between American Tower Corporation and U.S.

Bank Trust Company, National Association, as Trustee, for the 5.800% Senior Notes due 2028 and the 5.900% Senior Notes due 2033

8-K 001-14195 September 15, 2023 4.1

4.30 Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as Obligors, and The Bank of New York Mellon, as Trustee

2 unchanged sentences

10-Q 001-14195 July 29, 2015 4.4

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

4.32 Description of Registrant’s Securities

2 unchanged sentences

10-Q 001-14195 October 28, 2021 10.1

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

10.2* American Tower Corporation 2007 Equity Incentive Plan

3 unchanged sentences

10.4* Form of Restricted Stock Unit Agreement (U.S.

Employee/ Non-Employee Director) (For grants made beginning March 1, 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

Employee / Non-Employee Director) (For grants made beginning March 1, 2019 - December 4, 2022 (Non-Employee Directors) / September 30, 2023 (U.S.

Employees)) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-K 001-14195 February 27, 2019 10.10

3 unchanged sentences

10.6* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S.

Employee) (For grants made March 11, 2019 - April 10, 2020) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-K 001-14195 February 27, 2019 10.14

10.7* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S.

Employee) (For grants made beginning April 11, 2020) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

4 unchanged sentences

10.8* Form of Restricted Stock Unit Agreement (Non-Employee Director) (For grants made beginning December 5, 2022) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-K 001-14195 February 23, 2023 10.9

10.9* Form of Restricted Stock Units Agreement (U.S.

Employee) (For grants made October 1, 2023 – December 31, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-Q 001-14195 October 26, 2023 10.1

10.10* Form of Restricted Stock Units Agreement (Non-U.S.

Employee) (For grants made October 1, 2023 – December 31, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-Q 001-14195 October 26, 2023 10.2

10.11* Form of Restricted Stock Units Agreement (Non-Employee Director) (For grants made beginning October 1, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-Q 001-14195 October 26, 2023 10.3

10.12* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S.

Employee) (For grants made beginning October 1, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-Q 001-14195 October 26, 2023 10.4

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

10.13* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S.

Employee) (For grants made beginning October 1, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

10-Q 001-14195 October 26, 2023 10.5

10.14* Form of Restricted Stock Units Agreement (U.S.

Employee) (For grants made beginning January 1, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

Filed herewith as Exhibit 10.14 — — —

10.15* Form of Restricted Stock Units Agreement (Non-U.S.

Employee) (For grants made beginning January 1, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended

Filed herewith as Exhibit 10.15 — — —

10.16 Second Amended and Restated Loan and Security Agreement, dated as of March 29, 2018, by and between American Tower Asset Sub, LLC and American Tower Assets Sub II, LLC, as Borrowers, and U.S.

1 unchanged sentence

10-Q 001-14195 May 2, 2018 10.2

10.17 Second Supplement and Amendment dated as of March 13, 2023 to the Second Amended and Restated Loan and Security Agreement dated as of March 29, 2018, by and among American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S.

Bank Trust Company, National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities as Lender

10-Q 001-14195 April 26, 2023 10.1

10.18 First Amended and Restated Management Agreement, dated as of March 15, 2013, by and between American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Owners, and SpectraSite Communications, LLC, as Manager

3 unchanged sentences

10-Q 001-14195 May 2, 2018 10.3

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

10.20 Second Trust Agreement Supplement and Amendment dated as of March 13, 2023 to Second Amended and Restated Trust and Servicing Agreement dated as of March 29, 2018, by and among American Tower Depositor Sub, LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, and U.S.

Bank Trust Company, National Association, as Trustee

10-Q 001-14195 April 26, 2023 10.3

10.21 Second Amended and Restated Cash Management Agreement, dated as of March 29, 2018, by and among American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S.

2 unchanged sentences

10-Q 001-14195 May 2, 2018 10.4

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

10.22 First Amendment dated as of March 13, 2023 to the Second Amended and Restated Cash Management Agreement dated as of March 29, 2018, by and among American Tower Asset Sub, LLC, American Tower Asset Sub II, LLC, the Borrowers party thereto, U.S.

Bank Trust Company, National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities as Lender, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, U.S.

Bank National Association, as Agent, and Spectrasite Communications, LLC, as Manager

10-Q 001-14195 April 26, 2023 10.2

10.23 Agreement to Sublease by and among ALLTEL Communications, Inc.

11 unchanged sentences

8-K 001-14195 March 5, 2009 10.4

10.19* American Tower Corporation Severance Plan, as amended

10-K 001-14195 March 1, 2010 10.35

10.20* American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as amended

10-K 001-14195 March 1, 2010 10.36

10.21* Letter Agreement, dated as of October 2, 2022, by and between the Company and Ruth T.

10.28* American Tower Corporation Severance Plan, as Amended and Restated, as of January 1, 2024

Filed herewith as Exhibit 10.28 — — —

10.22 3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd.

as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents

10-K 001-14195 February 25, 2021 10.45

10.29* American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as of January 1, 2024

Filed herewith as Exhibit 10.29 — — —

10.30* Letter Agreement, dated as of October 25, 2023, by and between the Company and Eugene M.

Filed herewith as Exhibit 10.30 — — —

10.31* Letter Agreement, dated as of February 5, 2024, by and between the Company and Steven O.

Filed herewith as Exhibit 10.31 — — —

Incorporated By Reference

1 unchanged sentence

Date of Filing Exhibit No.

10.32 3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd.

10-K 001-14195 February 25, 2021 10.45

10.33 First Amendment to 3-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and certain other lenders under the Company’s 3-Year Term Loan Agreement, dated as of February 10, 2021

2 unchanged sentences

10-K 001-14195 February 25, 2022 10.29

10.25 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents

10-K 001-14195 February 25, 2022 10.30

10.26 Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent;

TD Securities (USA) LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Royal Bank of Canada as Co-Documentation Agents, Mizuho Bank, Ltd., TD Securities (USA) LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto

10.35 Amendment No.

1 to the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021

10-Q 001-14195 July 27, 2023 10.2

10.36 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrower s , Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents

10-K 001-14195 February 25, 2022 10.30

2 unchanged sentences

Date of Filing Exhibit No.

10.27 2-Year Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd.

as Syndication Agents, JPMorgan Chase Bank, N.A., TD Securities (USA), LLC, Mizuho Bank, Ltd., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents

10.37 Amendment No.

1 to the Fourth Amended and Restated Revolving Credit Agreement, dated as of June 29, 2023, among the Company and certain of its subsidiaries as borrowers, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of lenders under the Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021

10-Q 001-14195 July 27, 2023 10.3

10.38 Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent;

10-K 001-14195 February 25, 2022 10.31

10.39 Amendment No.

1 to the Second Amended and Restated Term Loan Agreement, dated as of June 29, 2023, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, and a majority of the lenders under the Second Amended and Restated Term Loan Agreement, dated as of December 8, 2021

10-Q 001-14195 July 27, 2023 10.1

10.40 Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc.

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10-K 001-14195 February 25, 2021 10.42

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

21 Subsidiaries of the Company

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Filed herewith as Exhibit 31.1 — — —

Incorporated By Reference

Description of Document Form File No.

Date of Filing Exhibit No.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Filed herewith as Exhibit 32 — — —

97 American Tower Corporation Compensation Recovery Policy

Filed herewith as Exhibit 97 — — —

101 The following materials from American Tower Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (Extensible Business Reporting Language):

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FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of February, 2023.

A MERICAN T OWER C ORPORATION

/ S / THOMAS A.

/ S / STEVEN O.

President and Chief Executive Officer

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Signature Title Date

/ S / THOMAS A.

/ S / STEVEN O.

President and Chief Executive Officer (Principal Executive Officer), Director February 27, 2024

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Chair of the Board, Director February 27, 2024

/ S / DAVID E.

Director February 23, 2023

TANNER Director February 27, 2024

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition for Significant Contract Modifications - Refer to Notes 1 and 4 to the financial statements.

Critical Audit Matter Description

The Company’s contracts with major tenants are often governed by a master lease agreement that contains terms and provisions governing the tenant’s right to use the Company’s telecommunications sites and the land on which the sites are located (the “lease component”) and the tenant’s responsibility for reimbursement of various costs incurred by the Company in operating the telecommunications towers and supporting the tenant’s equipment as well as other services and contractual rights (the “non-lease components”).

The master lease agreements contain both lease and non-lease components, may contain unusual or non-standard terms, and often pertain to many of the Company’s telecommunications sites.

In the current year, the Company amended a master lease agreement with a major tenant.

Management of the Company exercised significant judgment in determining the appropriate revenue recognition for the amended master lease agreement, including the following:

• Determination of the lease and non-lease components and whether they should be accounted for as a combined lease component or separately.

• Determination of the stand-alone selling prices for each performance obligation in the master lease agreement if not accounted for with the lease component.

• Determination of the fixed and variable consideration in the master lease agreement, the impact of cancellation and renewal provisions, the estimated term of each of the individual contracts impacted by the master lease agreement, and the pattern of recognition for each lease component or performance obligation.

We identified the amended master lease agreement with a major tenant as a critical audit matter because the audit effort required to evaluate the Company’s judgments in determining the appropriate revenue recognition for the impact of a multi-faceted, complex master lease agreement entered into with the major tenant was extensive.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s amended master lease agreement with the major customer included the following:

• We tested the effectiveness of internal controls related to the Company’s process for evaluating the proper accounting for the master lease agreement.

• We evaluated the Company’s significant accounting policies related to the master lease agreement for reasonableness and compliance with the applicable accounting standards.

• We evaluated the master lease agreement and performed the following procedures:

◦ Obtained and evaluated the documents that were part of the overall master lease agreement.

◦ Tested the Company’s identification of the significant terms for completeness and accuracy, including the identification of the lease and non-lease components, cancellation and renewal provisions, estimated term and fixed and variable consideration.

◦ Tested the completeness and accuracy of leases subject to the master lease agreement.

◦ Assessed the terms and provisions in the master lease agreement and evaluated the appropriateness of the Company’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.

• We tested the mathematical accuracy of the Company’s determination of revenue and the associated timing of revenue recognized in the financial statements.

Recoverability of goodwill and long-lived assets – India Reporting Unit - Refer to Notes 1, 3, 5, 16, and 22 to the financial statements.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Determination of fair value of the Spain reporting unit - Refer to Notes 1, 5, 11, and 16 to the financial statements.

Critical Audit Matter Description

The Company reviews goodwill for impairment at least annually or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.

Additionally, the Company reviews other long-lived assets to be held and used and which are subject to depreciation or amortization, such as property and equipment, tenant-related intangible assets, network location intangible assets, and right-of-use assets on operating leases for impairment whenever events, changes in circumstances or other evidence indicate that the carrying amount of the Company’s assets may not be recoverable.

The Company’s evaluation of recovery of goodwill involves the comparison of the carrying amount of a reporting unit, inclusive of allocated goodwill, to the fair value of the applicable reporting unit.

The Company’s evaluation of the recovery of long-lived assets, involves a comparison of the carrying amount of the long-lived asset to the future undiscounted cash flows expected to be generated by the asset.

If these assets are determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the assets exceeds their fair value.

Fair value is generally determined using forecasted cash flows discounted using an estimated weighted average cost of capital.

As of December 31, 2022, the India reporting unit had goodwill of approximately $881.6 million.

As the fair value of the India reporting unit exceeded its’ carrying amount as of December 31, 2022, the Company determined that its related goodwill was not impaired.

Other long-lived assets to be held and used in India at December 31, 2022 consisted of property and equipment, tenant-related intangible assets, network location intangible assets, and right of use assets of approximately $924.4 million, $379.5 million, $266.7 million and $668.9 million, respectively, after impairments were recorded during the year then ended of $58.6 million, $411.6 million, $38.4 million and $0.0 million, respectively.

We identified the evaluation of the recovery of goodwill and long-lived assets held in the Company’s India reporting unit, along with any related impairments, as a critical audit matter due to the significant judgments made by management to estimate the timing and amount of cash flows and related estimated fair values used in the impairment analyses.

There was a high degree of auditor judgment in evaluating management's assumptions and estimates related to future tenant retention rates (specifically, a high degree of subjective auditor judgment was required to evaluate future revenues related to variability in receipts from a significant tenant in India), revenue growth rates, margin projections, the timing of future cash flows, the discount rate used and the determination of market multiples for the India reporting unit and related long-lived assets.

If goodwill is determined to be impaired, the amount of impairment recognized is the amount by which the carrying amount of the reporting unit exceeds the fair value of the reporting unit.

Fair value is generally determined using discounted forecasted cash flows.

The Company performed its annual impairment test as of December 31, 2023 for the Spain reporting unit.

The resulting fair value was compared to the reporting unit’s carrying amount, which indicated that the carrying amount exceeded the estimated fair value.

Accordingly, the Company recorded an impairment charge of $80.0 million in the consolidated statement of operations.

The remaining goodwill allocated to the Spain reporting unit as of December 31, 2023 was $737.6 million.

We identified the determination of the fair value of the Spain reporting unit, along with the resulting impairment charge, as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit.

was a high degree of auditor judgment in evaluating management’s assumptions and estimates related to revenue growth rate, margin projections, and discount rate used in the determination of fair value based upon a discounted cash flow model.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the assumptions and estimates of future tenant retention rates, revenue growth rates, and margin projections used to estimate the timing and extent of future cash flows, and the discount rate and the determination of market multiples used by management to estimate fair value, included the following, among others:

• We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the India reporting unit.

• We tested the effectiveness of internal controls over management’s long-lived asset impairment evaluation.

• We evaluated management’s ability to forecast future tenant retention rates, revenue growth rates, margin projections and timing of future cash flows by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s use of tenant retention rates, growth rates, margin projections and timing of future cash flows by comparing the forecasts to:

Our audit procedures related to the determination of fair value of the Spain reporting unit and the recording of a goodwill impairment charge included the following, among others:

• We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Spain reporting unit.

• We evaluated the reasonableness of management’s future contracted revenue, revenue growth rates, and margin projections used in the discounted cash flow model to:

◦ Historical results.

◦ Internal communications to management and the Board of Directors.

◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

/s/ Deloitte & Touche

◦ Internal communications to management and the Board of Directors and external communications to investors.

◦ Forecasted information included in analyst and industry reports for the Company and the Spanish market.

• With the assistance of our business valuation specialists, we evaluated the reasonableness of the discount rate used in the discounted cash flow model.

• We recalculated the carrying amount of the reporting unit.

• We reperformed the comparison of the fair value to the carrying amount and recalculated the amount of the resulting impairment charge.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

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Accumulated other comprehensive loss ( 5,739.5 ) ( 5,718.3 )

Treasury stock ( 11,004 and 10,915 shares at cost, respectively)

Treasury stock ( 11,004 shares at cost)

( 1,301.2 ) ( 1,301.2 )

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Other operating expenses 377.7 767.6 398.7

Goodwill impairment 402.0 — —

Total operating expenses 8,119.3 8,358.8 6,224.9

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Loss on retirement of long-term obligations ( 0.3 ) ( 0.4 ) ( 38.2 )

Other income (expense) (including foreign currency gains (losses) of $ 449.4 , $ 557.9 , and $( 216.4 ) respectively)

Other (expense) income (including foreign currency (losses) gains of $( 330.8 ), $ 449.4 , and $ 557.9 respectively)

( 248.5 ) 433.7 566.1

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NET INCOME 1,367.1 1,696.7 2,567.6

Net loss (income) attributable to noncontrolling interests 69.1 0.1 ( 0.9 )

Net loss attributable to noncontrolling interests 116.2 69.1 0.1

NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $ 1,483.3 $ 1,765.8 $ 2,567.7

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Changes in fair value of cash flow hedges, each net of tax expense of $ 0

— ( 0.0 ) ( 0.2 )

Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $ 0

Foreign currency translation adjustments, net of tax (benefit) expense of $( 0.8 ), $( 0.0 ), and $ 0.0 , respectively.

Foreign currency translation adjustments, net of tax expense (benefit) of $ 0.3 , $( 0.8 ), and $( 0.0 ), respectively.

60.2 ( 1,165.0 ) ( 1,150.2 )

Other comprehensive loss ( 1,165.0 ) ( 1,150.1 ) ( 701.4 )

Other comprehensive income (loss) 60.2 ( 1,165.0 ) ( 1,150.1 )

Comprehensive income 1,427.3 531.7 1,417.5

Comprehensive loss (income) attributable to noncontrolling interests 254.7 169.6 ( 26.1 )

Allocation of accumulated other comprehensive income (loss) resulting from purchases of noncontrolling interest and redeemable noncontrolling interests — 1.1 ( 209.2 )

Comprehensive loss attributable to noncontrolling interests 34.8 254.7 169.6

Allocation of accumulated other comprehensive income resulting from purchases of noncontrolling interest and redeemable noncontrolling interests — — 1.1

Comprehensive income attributable to American Tower Corporation stockholders $ 1,462.1 $ 786.4 $ 1,588.2

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Issuance of common stock—stock purchase plan 68 0.0 — — 14.3 — — — 14.3

Treasury stock activity — — ( 264 ) ( 56.0 ) — — — — ( 56.0 )

Issuance of common stock 9,900 0.1 — — 2,361.7 — — — 2,361.8

Changes in fair value of cash flow hedges, net of tax — — — — — ( 0.0 ) — — ( 0.0 )

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Foreign currency translation adjustment, net of tax — — — — — ( 980.7 ) — ( 163.4 ) ( 1,144.1 )

Adjustment to noncontrolling interest — — — — ( 648.4 ) 47.4 — 601.0 —

Contributions from noncontrolling interest — — — — — — — 3,078.2 3,078.2

Distributions to noncontrolling interest — — — — ( 214.9 ) — — ( 3.1 ) ( 218.0 )

Redemption of noncontrolling interest 26 0.0 — — 1.7 — — ( 1.7 ) —

Purchases of redeemable noncontrolling interests — — — — 84.2 ( 46.3 ) — — 37.9

Purchase of noncontrolling interest — — — — — — — 10.2 10.2

Common stock distributions declared — — — — — — ( 2,367.1 ) — ( 2,367.1 )

Net income — — — — — — 1,690.6 8.3 1,698.9

Net income (loss) — — — — — — 2,567.7 ( 7.7 ) 2,560.0

BALANCE, DECEMBER 31, 2021 466,687 $ 4.7 ( 10,915 ) $ ( 1,282.4 ) $ 12,240.2 $ ( 4,738.9 ) $ ( 1,142.4 ) $ 3,988.4 $ 9,069.6

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Issuance of common stock 9,185 0.1 — — 2,291.6 — — — 2,291.7

Changes in fair value of cash flow hedges, net of tax — — — — — ( 0.0 ) — — ( 0.0 )

Reclassification of unrealized losses on cash flow hedges to net income, net of tax — — — — — 0.1 — — 0.1

Treasury stock activity — — ( 89 ) ( 18.8 ) — — — — ( 18.8 )

Foreign currency translation adjustment, net of tax — — — — — ( 979.4 ) — ( 185.6 ) ( 1,165.0 )

Adjustment to noncontrolling interest — — — — ( 648.4 ) 47.4 — 601.0 —

Contributions from noncontrolling interest holders — — — — — — — 3,125.4 3,125.4

Distributions to noncontrolling interest holders — — — — — — — ( 23.0 ) ( 23.0 )

Redemption of noncontrolling interest 26 0.0 — — 1.7 — — ( 1.7 ) —

Purchases of redeemable noncontrolling interests — — — — 84.2 ( 46.3 ) — — 37.9

Purchase of noncontrolling interest — — — — — — — 10.2 10.2

Common stock distributions declared — — — — — — ( 2,725.3 ) — ( 2,725.3 )

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Issuance of common stock—stock purchase plan 91 0.0 — — 14.3 — — — 14.3

Issuance of common stock 9,185 0.1 — — 2,291.6 — — — 2,291.7

Treasury stock activity — — ( 89 ) ( 18.8 ) — — — — ( 18.8 )

Foreign currency translation adjustment, net of tax — — — — — ( 21.2 ) — 81.4 60.2

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_______________

(1) For the year ended December 31, 2021, Additional-Paid in Capital includes $ 17.1 million related to the CoreSite Replacement Awards (as described in note 6).

(1) For the year ended December 31, 2021, Additional-Paid in Capital includes $ 17.1 million of consideration related to the fair value of certain equity awards previously granted by CoreSite (as defined in note 6) under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”).

See accompanying notes to consolidated financial statements.

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Proceeds from term loans — — 7,347.0

Proceeds from issuance of securities in securitization transaction 1,300.0 — —

Repayments of notes payable, credit facilities, senior notes, secured debt, short-term borrowings, term loans and finance leases ( 13,230.3 ) ( 9,625.5 ) ( 13,178.1 )

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The Company’s primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries.

The Company refers to this business as its property operations.

The Company refers to this business, inclusive of its data center business discussed below, as its property operations.

Additionally, the Company offers tower-related services in the United States, which the Company refers to as its services operations.

These services include site application, zoning and permitting (“AZP”), structural analysis and construction management, which primarily support the Company’s site leasing business, including the addition of new tenants and equipment on its sites.

These services include site application, zoning and permitting (“AZP”), structural and mount analyses and construction management, which primarily support the Company’s site leasing business, including the addition of new tenants and equipment on its sites.

The Company’s customers include its tenants, licensees and other payers.

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In addition to the communications sites in its portfolio, the Company manages rooftop and tower sites for property owners under various contractual arrangements.

The Company also holds other telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and third-party tower operators and holds a portfolio of highly interconnected data center facilities and related assets in the United States that the Company leases primarily to enterprises, network operators, cloud providers and supporting service providers.

The Company also holds other telecommunications infrastructure, fiber and property interests that it leases primarily to communications service providers and third-party tower operators and holds a portfolio of highly interconnected data center facilities and related assets in the United States that the Company provides for the leasing of space primarily to enterprises, network operators, cloud providers and supporting service providers.

American Tower Corporation is a holding company that conducts its operations through its directly and indirectly owned subsidiaries and joint ventures.

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Accordingly, the Company generally is not required to pay U.S.

federal income taxes on income generated by its REIT operations, including the income derived from leasing space on its towers and in its data centers, as it receives a dividends paid deduction for distributions to stockholders that generally offsets its REIT income and gains.

However, the Company remains obligated to pay U.S.

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All intercompany accounts and transactions have been eliminated.

As of December 31, 2022, the Company holds (i) a 52 % controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany, Poland and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 15) hold the noncontrolling interests), (ii) a 51 % controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd.

As of December 31, 2023, the Company holds (i) a 52 % controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany and Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 15) hold the noncontrolling interests), (ii) a 51 % controlling interest in a joint venture whose holdings consist of the Company’s operations in Bangladesh (Confidence Tower Holdings Ltd.

(“Confidence Group”) holds the noncontrolling interest) and (iii) a common equity interest of approximately 72 % in the Company’s U.S.

5 unchanged sentences

(Tabular amounts in millions, unless otherwise disclosed)

Sale of Mexico Fiber — On March 29, 2023, the Company completed the sale of one of its subsidiaries in Mexico that held fiber assets (“Mexico Fiber”) for total consideration of $ 252.5 million, resulting in a loss on the sale of $ 80.0 million, which was included in Other operating expenses in the accompanying consolidated statements of operations.

As a result of the transaction, the Company disposed of $ 20.7 million of goodwill based on the relative fair value of Mexico Fiber and the portion of the applicable goodwill reporting unit that was retained.

Prior to the divestiture, Mexico Fiber’s operating results were included within the Latin America property segment.

The divestiture did not qualify for presentation as a discontinued operation.

Sale of Poland Subsidiary —On May 31, 2023, the Company completed the sale of its subsidiary in Poland (“ATC Poland”) for total consideration of 6.7 million EUR (approximately $ 7.2 million at the date of closing), resulting in a gain on the sale of $ 1.1 million, which was included in Other operating expenses in the accompanying consolidated statements of operations.

Prior to the divestiture, ATC Poland’s operating results were included within the Europe property segment.

The divestiture did not qualify for presentation as a discontinued operation.

Reportable Segments —The Company reports its results in seven segments – U.S.

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Accounts Receivable and Deferred Rent Asset —The Company derives the largest portion of its revenues and corresponding accounts receivable and the related deferred rent asset from a relatively small number of customers in the telecommunications industry, and 45 % of its current-year revenues are derived from three customers.

The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the terms of the applicable lease in which revenue is recognized on a straight-line basis over the lease term.

The Company’s deferred rent asset is associated with non-cancellable tenant leases that contain fixed escalation clauses over the terms of the applicable lease for which revenue is recognized on a straight-line basis over the lease term.

The Company mitigates its concentrations of credit risk with respect to notes and trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its borrowers and customers.

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Balance as of December 31, $ 486.1 $ 438.7 $ 355.9

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Functional Currency —The functional currency of each of the Company’s foreign operating subsidiaries is normally the respective local currency, except for Costa Rica and Argentina, where the functional currency is the U.S.

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Gains and losses on foreign currency transactions are reflected in Other expense in the consolidated statements of operations.

However, the effect from fluctuations in foreign currency exchange rates on intercompany debt for which repayment is not

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of Comprehensive income.

However, the effect from fluctuations in foreign currency exchange rates on intercompany debt for which repayment is not anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of Comprehensive income.

The Company recorded the following net foreign currency (gains) losses:

1 unchanged sentence

2023 2022 2021

Foreign currency losses recorded in AOCL $ 336.7 $ 466.5 $ 391.0

Foreign currency (gains) losses recorded in Other expense ( 449.4 ) ( 557.9 ) 216.4

Total foreign currency (gains) losses $ ( 112.7 ) $ ( 91.4 ) $ 607.4

Foreign currency (gains) losses recorded in AOCL $ ( 103.9 ) $ 336.7 $ 466.5

Foreign currency losses (gains) recorded in Other expense 330.8 ( 449.4 ) ( 557.9 )

Total foreign currency losses (gains) $ 226.9 $ ( 112.7 ) $ ( 91.4 )

Adoption of Highly Inflationary Accounting in Ghana— The Ghanaian economy was deemed to be highly inflationary and, as a result, the Company will adopt highly inflationary accounting as of January 1, 2024 for its subsidiary in Ghana.

Under highly inflationary accounting, the functional currency of its subsidiary in Ghana will become the U.S.

All monetary and non-monetary assets and liabilities will be remeasured at the U.S.

Dollar to Ghanaian Cedis exchange rate of 1 to 11.95 as of December 31, 2023.

These amounts will become the new basis for those assets and liabilities as of January 1, 2024.

Non-monetary assets and liabilities, as well as the corresponding income statement activities such as depreciation, amortization and equity, will continue to be measured at the historical exchange rate on December 31, 2023.

Gains and losses on foreign currency arising in connection with the remeasurement of local currency denominated monetary assets and liabilities for foreign operating subsidiaries in economies that are deemed to be highly inflationary are reflected in Other expense in the consolidated statements of operations.

This change is not expected to have a material impact on the Company’s financial statements, as Ghana’s assets and revenue are approximately 1 % and 1 % of consolidated assets and revenue, respectively.

Cash and Cash Equivalents —Cash and cash equivalents include cash on hand, demand deposits and short-term investments with original maturities of three months or less.

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Labor and related costs capitalized for the years ended December 31, 2023, 2022 and 2021 were $ 64.4 million, $ 65.2 million and $ 59.4 million, respectively.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Expenditures for repairs and maintenance are expensed as incurred.

8 unchanged sentences

The Company records impairment charges, which are discussed in note 16, in Other operating expenses in the consolidated statements of operations in the period in which the Company identifies such impairment.

The Company is in the process of finalizing its review of the estimated useful lives of its tower assets.

The Company now has over 20 years of operating history, and it is considering whether it should modify its current estimates for asset lives based on its historical operating experience.

The Company has retained an independent consultant to assist the Company in completing this review and analysis.

The Company currently depreciates its towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which the Company has historically estimated to be 20 years.

Additionally, certain of the Company’s intangible assets are amortized on a similar basis to its tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers.

If the Company concludes that a revision in the estimated useful lives of its tower assets is appropriate based on its review and analysis, which the Company expects to conclude in 2024, the Company will account for any changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, the Company expects that its estimated asset lives may be extended, which would result in an estimated (i) $ 700 million to $ 800 million decrease in depreciation and amortization for the year ended December 31, 2024 and (ii) $ 450 million to $ 550 million increase in the right of use asset, as additional renewal options may be included, with an offsetting adjustment made to increase the related operating lease liability.

Goodwill and Other Intangible Assets —The Company reviews goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying value of an asset may not be recoverable.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Goodwill is recorded in the applicable segment and assessed for impairment at the reporting unit level.

4 unchanged sentences

The loss recognized is limited to the total amount of goodwill allocated to that reporting unit.

During the years ended December 31, 2022, 2021 and 2020, no potential goodwill impairment was identified, as the fair value of each of the reporting units was in excess of its carrying amount.

During the year ended December 31, 2023, the Company concluded that a triggering event occurred with respect to its India reporting unit.

As a result, the Company performed a goodwill impairment test based on information observed during its review of strategic alternatives for this reporting unit.

The result of the Company’s goodwill impairment test indicated that the carrying amount of the Company's India reporting unit exceeded its estimated fair value.

As a result, the Company recorded a goodwill impairment charge of $ 322.0 million during the quarter ended September 30, 2023.

The Company also performed its annual goodwill impairment test as of December 31, 2023.

The results of the annual goodwill impairment test indicated that the carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value.

As a result, the Company recorded a goodwill impairment charge of $ 80.0 million.

The goodwill impairment charges are recorded in Goodwill impairment in the accompanying consolidated statements of operations.

During the years ended December 31, 2023, 2022 and 2021, no other goodwill impairment was identified, as the fair value of each of the reporting units was in excess of its carrying amount.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Intangible assets that are separable from goodwill and are deemed to have a definite life are amortized over their useful lives, generally ranging from two to twenty years and are evaluated separately for impairment at least annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.

5 unchanged sentences

Derivative Financial Instruments —Derivatives are recorded on the consolidated balance sheet at fair value.

If a derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in AOCL, as well as a component of comprehensive income, and are recognized in the results of operations when the hedged item affects earnings.

Changes in fair value of the ineffective portions of cash flow hedges are recognized in the results of operations.

For derivative instruments that are designated and qualify as fair value hedges, changes in value of the derivatives are recorded in Other expense in the consolidated statements of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk.

For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the results of operations in the period that the change occurs.

The primary risks managed through the use of derivative instruments is interest rate risk, exposure to changes in the fair value of debt attributable to interest rate risk and currency risk.

From time to time, the Company enters into interest rate swap agreements or foreign currency contracts to manage exposure to these risks.

Under these agreements, the Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.

The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.

The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items.

The Company does not hold derivatives for trading purposes.

Fair Value Measurements —The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

7 unchanged sentences

cost of asset removals;

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

timing and number of site lease renewals;

1 unchanged sentence

and credit-adjusted, risk-free interest rates that approximate the Company’s incremental borrowing rate.

The Company is in the process of finalizing its review of the estimated settlement dates for its asset retirement obligations.

The Company now has over 20 years of operating history, and it is considering whether it should modify its current estimated settlement dates based on its historical operating experience, management’s intent with respect to the assets, and the assets’ estimated useful lives.

The Company expects to complete its review of estimated settlement dates in the first quarter of 2024.

If the Company concludes that a revision in the estimated settlement dates for its asset retirement obligations is appropriate based on its review and analysis, the Company will account for any changes in the estimated settlement dates as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, the Company expects that its estimated settlement dates may be extended.

The extension in the estimated settlement dates would result in an estimated (i) $ 400 million to $ 500 million increase in the asset retirement obligation liability, with an offsetting adjustment made to the related long-lived tangible asset, (ii) $ 800 million to $ 900 million increase in the estimated undiscounted future cash outlay for asset retirement obligations, and (iii) $ 50 million to $ 100 million decrease in estimated accretion expense for the year ended December 31, 2024.

Income Taxes —As a REIT, the Company generally is not subject to U.S.

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The Company periodically reviews its deferred tax assets, and provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

Management assesses the

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

Valuation allowances would be reversed as a reduction to the provision for income taxes if related deferred tax assets are deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Revenue —The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites are located and the space in its data center facilities (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and data center facilities and supporting its customers’ equipment as well as other services and contractual rights (the “non-lease component”).

Revenue —The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites are located, land underlying our customers’ sites and the space in its data center facilities (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and data center facilities and supporting its customers’ equipment as well as other services and contractual rights (the “non-lease component”).

Most of the Company’s revenue is derived from leasing arrangements and is accounted for as lease revenue unless the timing and pattern of revenue recognition of the non-lease component differs from the lease component.

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Total property straight-line revenues for the years ended December 31, 2023, 2022 and 2021 were $ 472.0 million, $ 499.8 million and $ 465.6 million, respectively.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Non-lease property revenue— Non-lease property revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue.

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Services revenue— The Company offers tower-related services in the United States.

These services include AZP, structural analysis and construction management.

There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred.

Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services.

These services include AZP, structural and mount analyses, and construction management.

There is a single performance obligation related to AZP and construction management, and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred.

Structural and mount analyses services may have more than one performance obligation, contingent upon the number of contracted services.

Revenue is recognized at the point in time the services are completed.

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Total revenue $ 5,359.2 $ 1,150.8 $ 1,225.6 $ 775.6 $ 1,798.3 $ 834.7 $ 11,144.2

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Year Ended December 31, 2022

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& Canada Asia-Pacific Africa Europe Latin

America Total

America Data Centers Total

Non-lease property revenue $ 291.9 $ 8.8 $ 24.4 $ 7.6 $ 135.9 $ 1.3 $ 469.9

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Total revenue $ 5,167.5 $ 1,199.1 $ 1,005.5 $ 496.2 $ 1,465.4 $ 23.2 $ 9,356.9

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Information about non-lease receivables, contract assets and contract liabilities from contracts with customers is as follows:

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Lease Accounting and Rent Expense —The Company accounts for leases using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term.

The lessee recognizes a corresponding right-of-use asset related to this right.

The lessee also recognizes a corresponding right-of-use asset related to this right.

The Company recognizes a right-of-use lease asset and lease liability for operating and finance leases.

4 unchanged sentences

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

The calculation of the lease liability requires the Company to make certain assumptions for each lease, including lease term and discount rate implicit in each lease, which could significantly impact the gross lease obligation, the duration and the present value of the lease liability.

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The straight-line component of ground rent expense for the years ended December 31, 2023, 2022 and 2021 was $ 30.2 million, $ 39.6 million and $ 52.7 million, respectively.

Selling, General, Administrative and Development Expense —Selling, general and administrative expense consists of overhead expenses related to the Company’s property and services operations and corporate overhead costs not specifically allocable to any of the Company’s individual business operations.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

any of the Company’s individual business operations.

Development expense consists of costs related to the Company’s acquisition efforts, costs associated with new business initiatives and project cancellation costs.

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The Company provides for accelerated vesting and extended exercise periods of stock options and restricted stock units upon an employee’s death or permanent disability, or upon an employee’s qualified retirement, provided certain eligibility criteria are met.

Accordingly, the Company recognizes compensation expense for stock options and time-based restricted stock units (“RSUs”) over the shorter of (i) the four-year vesting period or (ii) the period from the date of grant to the date the employee becomes eligible for such benefits due to death, disability or qualified retirement, which may occur upon grant.

Accordingly, the Company recognizes compensation expense for stock options and time-based restricted stock units (“RSUs”) over the shorter of (i) the vesting period or (ii) the period from the date of grant to the date the employee becomes eligible for such benefits due to death, disability or qualified retirement, which may occur upon grant.

The expense recognized includes the impact of forfeitures as they occur.

Equity awards typically vest ratably.

Awards of RSUs and stock options granted prior to March 10, 2023 generally vest over four years .

In December 2022, the Company’s Compensation Committee changed the terms of its awards to generally vest over three years .

The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to March 10, 2023.

The Company grants performance-based restricted stock units (“PSUs”) to its executive officers.

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Earnings Per Common Share — Basic and Diluted —Basic net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period.

Diluted net income per common share represents net income attributable to American Tower Corporation common stockholders divided by the weighted average number of common shares outstanding during the period and any dilutive common share equivalents, including (A) shares issuable upon the vesting of RSUs and exercise of stock options and

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

(B) shares expected to be earned upon the achievement of the parameters established for PSUs, each to the extent not anti-dilutive.

The Company uses the treasury stock method to calculate the effect of its outstanding RSUs, PSUs and stock options.

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For the years ended December 31, 2023, 2022 and 2021, the Company contributed $ 16.4 million, $ 16.9 million and $ 14.9 million to the plan, respectively.

Accounting Standards Updates —In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

In December 2023, the FASB issued guidance which requires public entities to provide enhanced income tax disclosures on an annual basis.

The new guidance requires an expanded rate reconciliation and the disaggregation of cash taxes paid by U.S.

federal, U.S.

state and foreign jurisdictions.

The updated guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

PREPAID AND OTHER CURRENT ASSETS

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Prepaid and other current assets $ 946.9 $ 723.3

_______________

(1) Includes the VIL OCDs (as defined and further discussed in note 11).

PROPERTY AND EQUIPMENT

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(3) Estimated useful lives apply to improvements only.

Total depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 1,552.6 million, $ 1,036.2 million and $ 924.3 million, respectively.

Total depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 1.5 billion, $ 1.6 billion and $ 1.0 billion, respectively.

Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2023, 2022 and 2021 of $ 138.5 million, $ 145.4 million and $ 146.8 million, respectively.

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Property and equipment Land $ 131.9 $ 129.3

Accumulated depreciation ( 0.1 ) —

Property and equipment, net $ 131.8 $ 129.3

Property and equipment Equipment $ 41.6 $ 80.1

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Property and equipment, net (1) $ 28.3 $ 54.5

_______________

(1) As of December 31, 2022, included $ 23.1 million of finance lease-related equipment assets associated with Mexico Fiber, which was sold during the year ended December 31, 2023.

The Company determines if an arrangement is a lease at the inception of the agreement.

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Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed twenty years .

As of December 31, 2022, the Company does not have any material related party leases as a lessor.

To the extent there are any intercompany leases, these are eliminated in consolidation.

The Company generally does not enter into sales-type leases or direct financing leases.

The Company’s leases generally do not include any incentives for the lessee, however, if incentives are present, they are evaluated to determine proper treatment and, to the extent present, are recorded in Other current assets and

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

Other non-current assets in the consolidated balance sheets and amortized over the corresponding lease term as a component of revenue.

As of December 31, 2023, the Company does not have any material related party leases as a lessor.

To the extent there are any intercompany leases, these are eliminated in consolidation.

The Company generally does not enter into sales-type leases or direct financing leases.

If incentives are present in the Company’s 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.

As of December 31, 2023, the remaining weighted average amortization period of the Company’s lease incentives wa s 10 years .

As of December 31, 2023, Other current assets and Other non-current assets include $ 31.8 million and $ 345.7 million, respectively, for lease incentives.

In addition, the Company’s leases do not include any lessee purchase options.

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The Company does not have any sale-leaseback arrangements as lessee and typically does not enter into leveraged leases.

The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements, towers, equipment and vehicles under finance leases.

As of December 31, 2022, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

The Company leases certain land, buildings, equipment and office space under operating leases and land and improvements, towers, equipment and vehicles under finance leases.

As of December 31, 2023, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.

Information about other lease-related balances is as follows:

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_______________

(1) Includes property tax paid on behalf of the landlord.

(1) Primarily includes property tax paid on behalf of the landlord.

The interest expense on finance lease liabilities was $ 1.1 million, $ 1.1 million and $ 1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

GOODWILL AND OTHER INTANGIBLE ASSETS

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Balance as of December 31, 2021 $ 4,648.4 $ 990.1 $ 612.2 $ 3,230.4 $ 888.6 $ 2,978.4 $ 2.0 $ 13,350.1

Additions and adjustments (1) ( 103.1 ) ( 9.7 ) — 3,186.0 331.0 2,978.4 — 6,382.6

Adjustments (1) — — — 3.6 ( 16.9 ) ( 58.4 ) — ( 71.7 )

Other (2) ( 7.4 ) — — — — — — ( 7.4 )

Effect of foreign currency translation ( 3.5 ) ( 100.9 ) ( 63.7 ) ( 190.0 ) 43.8 — — ( 314.3 )

Balance as of December 31, 2022 $ 4,637.5 $ 889.2 $ 548.5 $ 3,044.0 $ 915.5 $ 2,920.0 $ 2.0 $ 12,956.7

Adjustments (2) — — — 3.6 ( 16.9 ) ( 58.4 ) — ( 71.7 )

Other (3) — — — — ( 20.7 ) — — ( 20.7 )

Impairments (4) — ( 322.0 ) — ( 80.0 ) — — — ( 402.0 )

Effect of foreign currency translation 1.1 ( 4.5 ) ( 50.8 ) 87.9 71.3 — — 105.0

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_______________

& Canada consists of measurement period adjustments related to the acquisition of InSite Wireless Group, LLC (the “InSite Acquisition”).

Asia-Pacific consists of $ 9.2 million of additions related to the acquisition of Kirtonkhola Tower Bangladesh Limited and measurement period adjustments related to the InSite Acquisition.

Europe and Latin America consist of additions and measurement period adjustments related to the Telxius Acquisition (as defined in note 6).

Data Centers consists of $ 3.0 billion of additions related to data center acquisitions, primarily from the CoreSite Acquisition (as defined in note 6).

(2) Europe and Latin America consist of measurement period adjustments related to the Telxius Acquisition.

Data Centers consists of measurement period adjustments related to the CoreSite Acquisition.

(3) Other represents the goodwill associated with certain operations acquired in connection with the InSite Acquisition.

(1) Europe and Latin America consist of measurement period adjustments related to the Telxius Acquisition (as defined in note 6) .

Data Centers consists of measurement period adjustments related to the CoreSite Acquisition (as defined in note 6).

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

(2) Other represents the goodwill associated with certain operations acquired in connection with the acquisition of InSite Wireless Group, LLC (the “InSite Acquisition”).

These business operations were sold during the year ended December 31, 2022.

(3) Other represents the goodwill associated with Mexico Fiber, which was sold during the year ended December 31, 2023.

(4) Includes $ 322.0 million and $ 80.0 million of goodwill impairments associated with the India and Spain reporting units, respectively.

Goodwill Impairments

The Company reviews goodwill for impairment annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an asset may not be recoverable, as further discussed in note 1.

The Company concluded that a triggering event occurred during the year ended December 31, 2023 with respect to its India reporting unit primarily due to indications of value received from third parties in connection with the Company’s review of various strategic alternatives for its India operations, which concluded in the Pending ATC TIPL Transaction (as defined in note 22) in January 2024 .

As a result, the Company performed a goodwill impairment test using, among other things, the information obtained from third parties to compare the estimated fair value of the India reporting unit to its carrying amount, including goodwill.

The result of the Company’s goodwill impairment test indicated that the carrying amount of the Company's India reporting unit exceeded its estimated fair value.

As a result, the Company recorded a goodwill impairment charge of $ 322.0 million.

The Company also performed its annual goodwill impairment test as of December 31, 2023.

The results of the annual goodwill impairment test indicated that the carrying amount of the Company’s Spain reporting unit exceeded its estimated fair value, as calculated under an income approach using future discounted cash flows.

As a result, the Company recorded a goodwill impairment charge of $ 80.0 million.

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.

The reduction in the fair value of the Spain reporting unit was primarily due to an increase in the weighted average cost of capital.

The goodwill impairment charges are recorded in Goodwill impairment in the accompanying consolidated statements of operations.

The Company’s other intangible assets subject to amortization consisted of the following:

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As of December 31, 2023, the remaining weighted average amortization period of the Company’s intangible assets wa s 15 years .

Amortization of intangible assets for the years ended December 31, 2022, 2021 and 2020 was $ 1.7 billion, $ 1.2 billion and $ 0.9 billion, respectively.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

Amortization of intangible assets for the years ended December 31, 2023, 2022 and 2021 was $ 1.4 billion, $ 1.7 billion and $ 1.2 billion, respectively.

Based on current exchange rates, the Company expects to record amortization expense as follows over the next five years:

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for transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price.

Acquisition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction.

Acquisition, disposition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction.

Integration costs include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently.

The Company records acquisition and merger related expenses for business combinations, as well as integration costs for all acquisitions, in Other operating expenses in the consolidated statements of operations.

During the years ended December 31, 2022, 2021 and 2020, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:

The Company records acquisition, disposition and merger related expenses not subject to capitalization, as well as integration costs for all transactions, in Other operating expenses in the consolidated statements of operations.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded acquisition, disposition and merger related expenses for business combinations, dispositions and non-capitalized asset acquisition costs and integration costs as follows:

Year Ended December 31,

2023 2022 2021

Acquisition and merger related expenses $ 57.0 $ 177.0 $ 15.5

Acquisition, disposition and merger related expenses $ 17.6 $ 57.0 $ 177.0

Integration costs $ 16.4 $ 45.0 $ 50.4

During the years ended December 31, 2022, 2021 and 2020, the Company recorded net benefits of $ 15.1 million, $ 17.6 million and $ 4.4 million related to pre-acquisition contingencies and settlements, respectively.

The year ended December 31, 2022 included acquisition and merger related costs associated with the Stonepeak Transaction (as defined in note 15).

The year ended

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition (each as defined below).

During the years ended December 31, 2023, 2022 and 2021, the Company recorded net benefits of $ 10.3 million, $ 15.1 million and $ 17.6 million related to pre-acquisition contingencies and settlements, respectively.

The year ended December 31, 2022 included acquisition and merger related costs associated with the Stonepeak Transaction (as defined in note 15).

The year ended December 31, 2021 included acquisition and merger related costs associated with the Telxius Acquisition and the CoreSite Acquisition (each as defined below).

2023 Transactions

The estimated aggregate impact of the acquisitions completed in 2022 on the Company’s revenues and gross margin for the year ended December 31, 2022 was approximately $ 6.8 million and $ 4.8 million, respectively.

The revenues and gross margin amounts also reflect incremental revenues from the addition of new customers to such communications infrastructure assets subsequent to the transaction date.

Acquisitions completed in 2022 were included in all of the Company’s property segments.

Spain Fiber Acquisition —During the year ended December 31, 2022, the Company acquired fiber connected to the Company’s communications sites in Spain from Telefónica de España S.A.U.

for an aggregate total purchase price of 120.1 million Euro (“EUR”) (approximately $ 128.8 million at the dates of closing), including value added tax.

This acquisition is being accounted for as an asset acquisition and is included in the table below in “Other.”

New Zealand Acquisition —During the year ended December 31, 2022, the Company, through its recently formed New Zealand subsidiary, acquired land under carrier or other third-party communications sites in New Zealand from Clearspan Pty Ltd for total consideration of 50.1 million New Zealand Dollars (approximately $ 28.7 million at the date of closing) (the “New Zealand Acquisition”).

The New Zealand Acquisition is being accounted for as an asset acquisition and is included in the table below in “Other.”

Other Acquisitions— During the year ended December 31, 2022, the Company acquired a total of 507 communications sites, as well as other communications infrastructure assets, in the United States, Canada, France, Mexico, Nigeria and Poland, including 441 communications sites in connection with the Company’s agreements with Orange S.A.

(“Orange”) as further described below, for an aggregate purchase price of $ 298.9 million.

Of the aggregate purchase price, $ 61.2 million is reflected as a payable in the consolidated balance sheet as of December 31, 2022.

The estimated aggregate impact of the acquisitions completed in 2023 on the Company’s revenues and gross margin for the year ended December 31, 2023 was not material to the Company’s operating results.

Acquisitions completed in 2023 were included in the applicable Company property segments.

Other Acquisitions— During the year ended December 31, 2023, the Company acquired a total of 159 communications sites, as well as other communications infrastructure assets, in the United States, Canada, France, Poland and Spain for an aggregate purchase price of $ 109.4 million.

Of the aggregate purchase price, $ 30.8 million, inclusive of value-added tax, is reflected as a payable in the consolidated balance sheet as of December 31, 2023.

These acquisitions were accounted for as asset acquisitions and are included in the table below in “Other.”

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Current liabilities ( 0.8 )

Deferred tax liability ( 7.6 )

Other non-current liabilities ( 4.9 )

4 unchanged sentences

(1) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.

Other Signed Acquisitions

Orange Acquisition— On November 28, 2019, the Company entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $ 550.5 million to $ 660.5 million at the date of signing) to be paid over the five-year term.

During the years ended December 31, 2020 and 2021, the Company acquired 1,197 of these communications sites.

During the year ended December 31, 2022, the Company acquired an additional 441 of these communications sites.

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

2021 Transactions

In addition to the acquisitions discussed above, during the year ended December 31, 2023, the Company purchased 59 towers in connection with the AT&T transaction described in note 18 for an aggregate purchase price of $ 40.9 million.

Telxius and CoreSite Acquisitions

Telxius Acquisition —On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A.

2 unchanged sentences

On August 2, 2021, the Company completed the acquisition of the approximately 4,000 remaining communications sites in Germany pursuant to the Telxius Acquisition for 0.6 billion EUR (approximately $ 0.7 billion at the date of closing), subject to certain post-closing adjustments.

Of the aggregate purchase price, 254.6 million EUR (approximately $ 272.5 million), including post-closing adjustments, of deferred payments are due in September 2025 and are reflected in Other non-current liabilities in the consolidated balance sheet as of December 31, 2022.

The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in Brazil, Peru, Chile and Argentina are included in the Latin America property segment.

The Telxius Acquisition was accounted for as a business combination and the allocation of the purchase price was finalized during the year ended December 31, 2022.

The following table summarizes the preliminary and final allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Telxius Acquisition based upon its estimated fair value at the date of acquisition.

Balances are reflected in the accompanying consolidated balance sheet as of December 31, 2022.

Preliminary Allocation (1) Final Allocation

Current assets $ 289.0 $ 284.1

Property and equipment 1,417.7 1,335.1

Intangible assets (2):

Tenant-related intangible assets 5,391.2 5,381.8

Network location intangible assets 675.8 674.5

Other non-current assets 1,380.3 1,463.4

Current liabilities ( 331.9 ) ( 345.2 )

Deferred tax liability ( 1,227.5 ) ( 1,206.0 )

Other non-current liabilities ( 1,504.8 ) ( 1,522.1 )

Net assets acquired 6,089.8 6,065.6

Goodwill 3,500.0 3,503.7

Fair value of net assets acquired 9,589.8 9,569.3

Purchase price $ 9,589.8 $ 9,569.3

_______________

(1) Balances reflect the preliminary allocation as of September 30, 2021 following the August 2, 2021 closing of the second tranche of the Telxius Acquisition in Germany.

(2) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.

CoreSite Acquisition —On November 14, 2021, the Company entered into an agreement with CoreSite Realty Corporation (“CoreSite”) to acquire all issued and outstanding shares of CoreSite common stock at $ 170.00 per share.

CoreSite’s portfolio consisted of 24 data center facilities and related assets in eight United States markets.

On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $ 10.4 billion, including the assumption and repayment of CoreSite’s existing debt (the “CoreSite Acquisition”).

The acquired assets and operations are included in the Data Centers segment.

The CoreSite Acquisition was accounted for as a business combination.

The allocation of the purchase price was finalized during the year ended December 31, 2022.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

The following table summarizes the preliminary and final allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the CoreSite Acquisition based upon its estimated fair value at the date of acquisition.

Balances are reflected in the accompanying consolidated balance sheet as of December 31, 2022.

Preliminary Allocation Final Allocation

Current assets $ 99.8 $ 99.6

Property and equipment 5,129.0 5,290.2

Intangible assets (1):

Tenant-related intangible assets 665.0 655.0

Other intangible assets 1,709.0 1,636.3

Other non-current assets 332.9 330.1

Current liabilities ( 156.6 ) ( 156.2 )

Other non-current liabilities ( 323.1 ) ( 340.6 )

Net assets acquired 7,456.0 7,514.4

Goodwill 2,943.3 2,884.9

Fair value of net assets acquired 10,399.3 10,399.3

Debt assumed (2) ( 955.1 ) ( 955.1 )

Purchase price (3) $ 9,444.2 $ 9,444.2

_______________

(1) Tenant-related intangible assets are amortized on a straight-line basis over a 10 year period.

Other intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.

(2) The CoreSite Acquisition debt assumed included $ 875.0 million of CoreSite’s indebtedness and a fair value adjustment of $ 80.1 million.

The fair value adjustment was based primarily on reported market values using Level 2 inputs.

(3) The CoreSite Acquisition purchase price included $ 17.1 million of consideration related to the fair value of certain equity awards previously granted by CoreSite under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”).

The CoreSite Replacement Awards continue to vest in accordance with the terms of CoreSite’s equity plan.

The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.

Pro Forma Consolidated Results (Unaudited)

The following table presents the unaudited pro forma financial results as if the 2022 acquisitions had occurred on January 1, 2021 and the 2021 acquisitions had occurred on January 1, 2020.

The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business.

In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts.

Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.

Year Ended December 31,

Pro forma revenues $ 10,720.7 $ 10,366.4

Pro forma net income attributable to American Tower Corporation common stockholders $ 1,766.1 $ 2,092.4

Pro forma net income per common share amounts:

Basic net income attributable to American Tower Corporation common stockholders $ 3.79 $ 4.51

Diluted net income attributable to American Tower Corporation common stockholders $ 3.78 $ 4.49

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

CoreSite’s portfolio consisted of 24 data center facilities and related assets in eight United States markets.

On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $ 10.4 billion, including the assumption and repayment of CoreSite’s existing debt.

The acquired assets and operations are included in the Data Centers segment.

The CoreSite Acquisition was accounted for as a business combination.

ACCRUED EXPENSES

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December 31, 2023 December 31, 2022 Contractual Interest Rate (1) Maturity Date (1)

2021 Multicurrency Credit Facility (2) (3) 3,788.7 4,388.4 4.683 % June 30, 2025

2021 Multicurrency Credit Facility (2) (3) 723.4 3,788.7 6.088 % July 1, 2026

2021 Term Loan (2) 997.0 996.3 6.581 % January 31, 2027

2021 Credit Facility (2) 1,080.0 1,410.0 5.456 % January 31, 2027

2021 Credit Facility (2) 1,603.4 1,080.0 6.573 % July 1, 2028

2021 EUR Three Year Delayed Draw Term Loan (2) (3) 910.7 882.9 4.985 % May 28, 2024

2021 USD 364-Day Delayed Draw Term Loan (4) — 2,998.5 N/A N/A

2021 USD Two Year Delayed Draw Term Loan (2) 1,499.3 1,498.4 5.563 % December 28, 2023

2021 USD Two Year Delayed Draw Term Loan (2) (4) — 1,499.3 N/A N/A

3.50 % senior notes (5)

1 unchanged sentence

3.000 % senior notes (6)

999.8 997.9 3.500 % January 31, 2023

3.000 % senior notes

694.5 709.9 3.000 % June 15, 2023

— 694.5 N/A N/A

0.600 % senior notes (7)

35 unchanged sentences

4.125 % senior notes (9)

658.6 — 4.125 % May 16, 2027

3.55 % senior notes

747.1 746.3 3.550 % July 15, 2027

8 unchanged sentences

5.250 % senior notes

643.9 — 5.250 % July 15, 2028

5.800 % senior notes

743.4 — 5.800 % November 15, 2028

3.950 % senior notes

593.7 592.6 3.950 % March 15, 2029

0.875 % senior notes (9)

823.7 797.8 0.875 % May 21, 2029

12 unchanged sentences

4.625 % senior notes (9)

545.2 — 4.625 % May 16, 2031

2.300 % senior notes

692.7 691.9 2.300 % September 15, 2031

4 unchanged sentences

5.650 % senior notes

790.6 — 5.650 % March 15, 2033

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

1.250 % senior notes (9)

545.8 528.5 1.250 % May 21, 2033

5.550 % senior notes

840.6 — 5.550 % July 15, 2033

5.900 % senior notes

741.5 — 5.900 % November 15, 2033

3.700 % senior notes

592.4 592.2 3.700 % October 15, 2049

1 unchanged sentence

1,038.6 1,038.3 3.100 % June 15, 2050

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

2.950 % senior notes

1 unchanged sentence

Total American Tower Corporation debt 36,472.0 36,307.0

Series 2013-2A Securities (10) — 1,299.7 N/A N/A

Series 2018-1A Securities (11) 496.8 496.1 3.652 % March 15, 2028

1 unchanged sentence

Series 2015-2 Notes (13) 524.1 523.4 3.482 % June 16, 2025

CoreSite Debt (10) — 955.1 N/A N/A

Other subsidiary debt (14) 123.6 16.2 Various Various

6 unchanged sentences

(1) Reflects interest rate or maturity date as of December 31, 2023.

interest rate does not reflect the impact of the interest rate swap agreements.

(2) Accrues interest at a variable rate.

1 unchanged sentence

Dollars (“USD”).

(4) Repaid in full during the year ended December 31, 2022 using proceeds from (i) the issuance of the 3.650 % Notes and the 4.050 % Notes (each as defined below), (ii) the June 2022 common stock offering (as further discussed in note 14), (iii) the Stonepeak Transaction (as defined and further discussed in note 15) and (iv) cash on hand.

(4) Repaid in full on June 27, 2023 using borrowings under the 2021 Multicurrency Credit Facility.

(5) Repaid in full on January 31, 2023 using borrowings under the 2021 Credit Facility (as defined below).

(6) Repaid in full on January 31, 2023 using borrowings under the 2021 Credit Facility .

(6) Repaid in full on June 15, 2023 using borrowings under the 2021 Credit Facility.

(7) Repaid in full on January 12, 2024 using borrowings under the 2021 Multicurrency Credit Facility.

(8) Repaid in full on February 14, 2024 using borrowings under the 2021 Multicurrency Credit Facility.

(9) Notes are denominated in EUR.

(10) Repaid in full on the March 2023 repayment date using proceeds from the 2023 Securitization (as defined below).

(11) Maturity date reflects the anticipated repayment date;

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(12) Maturity date reflects the anticipated repayment date;

final legal maturity is March 15, 2053.

(13) Maturity date reflects the anticipated repayment date;

final legal maturity is June 15, 2050.

(10) Debt entered into by CoreSite assumed in connection with the CoreSite Acquisition (the “CoreSite Debt”).

On January 7, 2022, all amounts outstanding under the CoreSite Debt were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.

(11) Includes the Nigeria Letters of Credit (as defined below).

As of December 31, 2021, also included the Kenya Debt and the U.S.

Subsidiary Debt (each as defined below).

Current portion of long-term obligations — The Company’s current portion of long-term obligations primarily includes (i) $ 1.5 billion in borrowings under the 2021 USD Two Year Delayed Draw Term Loan (as defined below), (ii) $ 1.3 billion aggregate principal amount of the Company’s Secured Tower Revenue Securities, Series 2013-2A due March 15, 2023, (iii) $ 1.0 billion aggregate principal amount of the Company’s 3.50 % senior unsecured notes due January 31, 2023 (the “ 3.50 % Notes”) and (iv) $ 700.0 million aggregate principal amount of the Company’s 3.000 % senior unsecured notes due June 15, 2023.

(14) Includes amounts drawn under letters of credit in Nigeria, which are denominated in USD, and the India Term Loan (as defined below), which is denominated in Indian Rupee (“INR”).

Current portion of long-term obligations — The Company’s current portion of long-term obligations primarily includes (i) $ 500.0 million aggregate principal amount of the Company’s 0.600 % senior unsecured notes due January 15, 2024, (ii) $ 1.0 billion aggregate principal amount of the Company’s 5.00 % senior unsecured notes due February 15, 2024, (iii) $ 650.0 million aggregate principal amount of the Company’s 3.375 % senior unsecured notes due May 15, 2024 and (iv) 825.0 million EUR in borrowings under the 2021 EUR Three Year Delayed Draw Term Loan (as defined below ).

American Tower Corporation Debt

Bank Facilities

2021 Multicurrency Credit Facility— During the year ended December 31, 2022, the Company borrowed an aggregate of $ 850.0 million and repaid an aggregate of $ 1.4 billion of revolving indebtedness under the Company’s $ 6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021 (the “2021 Multicurrency Credit Facility”).

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

2021 Credit Facility— During the year ended December 31, 2022, the Company borrowed an aggregate of $ 3.3 billion and repaid an aggregate of $ 3.7 billion of revolving indebtedness under the Company’s $ 4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021 (the “2021 Credit Facility”).

The Company used the borrowings to repay outstanding indebtedness, including the 2.250 % Notes (as defined below), and for general corporate purposes.

Amendments to Bank Facilities— On June 29, 2023, the Company amended its (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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

Repayments under the 2021 USD 364-Day Delayed Draw Term Loan —On April 6, 2022, the Company repaid $ 100.0 million of indebtedness under the Company’s $ 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 (each as defined below) and cash on hand.

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

On August 11, 2022, the Company repaid all remaining amounts outstanding under the 2021 USD 364-Day Delayed Draw Term Loan using proceeds from the initial closing of the Stonepeak Transaction (as defined and further discussed in note 15).

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

Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR or EURIBOR (1) Current commitment fee (2)

2021 Multicurrency Credit Facility $ 3,788.7 $ 3.5 June 30, 2025 (3) 1.125 % 0.110 %

2021 Credit Facility 1,080.0 30.9 January 31, 2027 (3) 1.125 % 0.110 %

Credit Facility”) and (iii) $ 1.0 billion unsecured term loan, as previously amended and restated on December 8, 2021, (the “2021 Term Loan”).

These amendments, among other things,

extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to July 1, 2026 and July 1, 2028, respectively;

commemorate commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility of $ 6.0 billion and $ 4.0 billion, respectively;

replace the London Interbank Offered Rate (“LIBOR”) pricing benchmark with an Adjusted Term Secured Overnight Financing Reserve (“SOFR”) pricing benchmark.

2021 Multicurrency Credit Facility— During the year ended December 31, 2023, the Company 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 Company’s 2021 Multicurrency Credit Facility.

The Company used the borrowings to repay outstanding indebtedness, including the 2021 USD Two Year Delayed Draw Term Loan (as defined below), and for general corporate purposes.

2021 Credit Facility— During the year ended December 31, 2023, the Company borrowed an aggregate of $ 3.1 billion and repaid an aggregate of $ 2.6 billion of revolving indebtedness under the Company’s 2021 Credit Facility.

The Company used the borrowings to repay outstanding indebtedness, including the 3.50 % Notes and the 3.000 % Notes (each as defined below), and for general corporate purposes.

Repayment of 2021 USD Two Year Delayed Draw Term Loan— On June 27, 2023, the Company repaid all amounts outstanding under its $ 1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”) with borrowings under the 2021 Multicurrency Credit Facility.

As of December 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the Company’s 825.0 million EUR unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) were as follows:

Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over SOFR or EURIBOR (1) Current commitment fee (2)

2021 Multicurrency Credit Facility $ 723.4 $ 3.5 July 1, 2026 (3) 1.125 % 0.110 %

2021 Credit Facility 1,603.4 30.4 July 1, 2028 (3) 1.125 % 0.110 %

2021 Term Loan 1,000.0 N/A January 31, 2027 1.125 % N/A

2021 EUR Three Year Delayed Draw Term Loan 910.7 N/A May 28, 2024 1.125 % N/A

2021 USD Two Year Delayed Draw Term Loan 1,500.0 N/A December 28, 2023 1.125 % N/A

_______________

(1) London Interbank Offered Rate (“LIBOR”) applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 USD Two Year Delayed Draw Term Loan.

(1) SOFR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan.

Euro Interbank Offer Rate (“EURIBOR”) applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings under the 2021 EUR Three Year Delayed Draw Term Loan.

1 unchanged sentence

(3) Subject to two optional renewal periods.

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 the Company must comply.

The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 EUR Three Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply.

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

Repayment of Senior Notes

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

The 2.250 % Notes were repaid using borrowings under the 2021 Credit Facility.

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

Offering of Senior Notes

3.650 % Senior Notes and 4.050 % Senior Notes Offering— On April 1, 2022, the Company 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”).

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

The Company 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.

Repayments of Senior Notes

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

The 3.50 % Notes were repaid

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

using borrowings under the 2021 Credit Facility.

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

Repayment of 3.000 % Senior Notes— On June 15, 2023, the Company repaid $ 700.0 million aggregate principal amount of the Company’s 3.000 % senior unsecured notes due 2023 (the “ 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.

Offerings of Senior Notes

5.500 % Senior Notes and 5.650 % Senior Notes Offering— On March 3, 2023, the Company 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”).

The net proceeds from this offering were approximately $ 1,480.9 million, after deducting commissions and estimated expenses.

The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.

4.125 % Senior Notes and 4.625 % Senior Notes Offering— On May 16, 2023, the Company 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 4.625 % senior unsecured notes due 2031 (the “ 4.625 % Notes”).

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.

The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility.

5.250 % Senior Notes and 5.550 % Senior Notes Offering— On May 25, 2023, the Company 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”).

The net proceeds from this offering were approximately $ 1,481.9 million, after deducting commissions and estimated expenses.

The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.

5.800 % Senior Notes and 5.900 % Senior Notes Offering— On September 15, 2023, the Company 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”).

The net proceeds from this offering were approximately $ 1,482.8 million, after deducting commissions and estimated expenses.

The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.

The following table outlines key terms related to the Company ’ s outstanding senior notes as of December 31, 2023:

2 unchanged sentences

payments due (2) Issue Date Par Call Date (3)

1,000.0 ( 0.2 ) ( 2.1 ) January 31 and July 31 January 8, 2013 N/A

0.600 % Notes

700.0 ( 5.5 ) 9.9 June 15 and December 15 December 8, 2017 N/A

0.600 % Notes

500.0 ( 0.0 ) ( 1.1 ) January 15 and July 15 November 20, 2020 N/A

25 unchanged sentences

400.0 ( 1.1 ) ( 1.4 ) January 15 and July 15 September 30, 2016 October 15, 2026

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

2.750 % Notes

6 unchanged sentences

650.0 ( 5.2 ) ( 6.7 ) March 15 and September 15 April 1, 2022 February 15, 2027

4.125 % Notes (5)

662.3 ( 3.7 ) — May 16 May 16, 2023 March 16, 2027

750.0 ( 2.9 ) ( 3.7 ) January 15 and July 15 June 30, 2017 April 15, 2027

6 unchanged sentences

5.500 % Notes

700.0 ( 6.4 ) — March 15 and September 15 March 3, 2023 February 15, 2028

5.250 % Notes

650.0 ( 6.1 ) — January 15 and July 15 May 25, 2023 June 15, 2028

5.800 % Notes

750.0 ( 6.6 ) — May 15 and November 15 September 15, 2023 October 15, 2028

3.950 % Notes

600.0 ( 6.3 ) ( 7.4 ) March 15 and September 15 March 15, 2019 December 15, 2028

14 unchanged sentences

4.625 % Notes (5)

551.9 ( 6.7 ) — May 16 May 16, 2023 February 16, 2031

2.300 % Notes

700.0 ( 7.3 ) ( 8.1 ) March 15 and September 15 September 27, 2021 June 15, 2031

4 unchanged sentences

5.650 % Notes

800.0 ( 9.4 ) — March 15 and September 15 March 3, 2023 December 15, 2032

1.250 % Notes (5)

551.9 ( 6.1 ) ( 6.8 ) May 21 May 21, 2021 February 21, 2033

5.550 % Notes

850.0 ( 9.4 ) — January 15 and July 15 May 25, 2023 April 15, 2033

5.900 % Notes

750.0 ( 8.5 ) — May 15 and November 15 September 15, 2023 August 15, 2033

3.700 % Notes

600.0 ( 7.6 ) ( 7.8 ) April 15 and October 15 October 3, 2019 April 15, 2049

4 unchanged sentences

_______________

(1) Includes unamortized discounts, premiums and debt issuance costs and fair value adjustments due to interest rate swaps.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

(1) Includes unamortized discounts, premiums and debt issuance costs.

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

2 unchanged sentences

If the Company redeems the notes on or after the par call date, the Company will not be required to pay a make-whole premium.

(4) Includes $( 4.9 ) million and $ 11.8 million fair value adjustment due to interest rate swaps in 2022 and 2021, respectively.

(4) The original issue date for the initial 5.00 % Notes was August 19, 2013.

5 unchanged sentences

The issue date for the reopened 2.950 % Notes was September 27, 2021.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

The Company may redeem each series of senior notes at any time, subject to the terms of the applicable supplemental indenture, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes plus a make-whole premium, as applicable, together with accrued interest to the redemption date.

15 unchanged sentences

American Tower Holding Sub II, LLC, whose only material assets are its equity interests in GTP Acquisition Partners, has guaranteed repayment of the Series 2015-2 Notes and pledged its equity interests in GTP Acquisition Partners as security for such payment obligations.

Secured Tower Revenue Securities, Series 2013-2A , Secured Tower Revenue Securities, Series 2018-1, Subclass A and Series 2018-1, Subclass R —On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization”), in which the American Tower Trust I (the “Trust”) issued $ 500.0 million aggregate principal amount of Secured Tower Revenue

Repayment of Series 2013-2A Securities —On the March 2023 repayment date, the Company repaid the entire $ 1.3 billion aggregate principal amount outstanding under the Company’s Secured Tower Revenue Securities, Series 2013-2A due 2023 (the “Series 2013-2A Notes”), pursuant to the terms of the agreements governing such securities.

The repayment was funded with proceeds from the 2023 Securitization (as defined below).

Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R, Series 2018-1, Subclass A and Series 2018-1, Subclass R —On March 13, 2023, the Company 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”).

To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $ 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.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”).

To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $ 26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities.

The Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities” and, together with the 2018 Securities the “Trust Securities”) issued in a securitization transaction in March 2013 (the “2013 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) remain outstanding and are subject to the terms of the Second Amended and Restated Trust and Servicing Agreement entered into in connection with the 2018 Securitization.

The assets of the Trust consist of a nonrecourse loan (the “Loan”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”).

On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization,” and, together with the 2023 Securitization, the “Trust Securitizations”), in which the Trust issued $ 500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”).

To satisfy the Risk Retention Rules, the Trust issued, and one of the Company’s affiliates purchased, $ 26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities.

The assets of the Trust consist of a nonrecourse loan broken into components or “componentized” (the “Loan”), which secures each of the 2018 Securities and the 2023 Securities.

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”).

The component of the Loan corresponding to the Series 2013-2A Securities also remains outstanding and is subject to the terms of the Second Amended and Restated Loan and Security Agreement among the Trust and the AMT Asset Subs, dated as of March 29, 2018 (the “Loan Agreement”).

The Loan Agreement includes terms and conditions, including with respect to secured assets, substantially consistent with the First Amended and Restated Loan and Security Agreement dated as of March 15, 2013.

The 2018 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Loan Agreement and were issued in two separate subclasses of the same series.

The 2018 Securities represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities.

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”).

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.

The Series 2023-1A Securities and the Series 2023-1R Securities have interest rates of 5.490 % and 5.735 %, respectively.

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 those components.

The 2018 Securities (a) represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities and (b) have an expected life of approximately ten years with a final repayment date in March 2048.

The Series 2018-1A Securities have an interest rate of 3.652 % and the Series 2018-1R Securities have an interest rate of 4.459 %.

The 2018 Securities have an expected life of approximately ten years with a final repayment date in March 2048.

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 2018 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components.

The AMT Asset Subs are required to make monthly payments of interest on the Loan.

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.

The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the Trust Sites and their operating cash flows, (2) a security interest in substantially all of the AMT Asset Subs’ personal property and fixtures and (3) the AMT Asset Subs’ rights under that certain management agreement among the AMT Asset Subs and SpectraSite Communications, LLC entered into in March 2013.

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If the DSCR were equal to or below 1.30 x (the “Cash Trap DSCR”) for any quarter, then all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the AMT Asset Subs or GTP Acquisition Partners, as applicable.

The funds in the Cash Trap Reserve Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.

Additionally, an “amortization period” commences if, as of the end of any calendar quarter, the DSCR is equal to or below 1.15 x (the “Minimum DSCR”) and will continue to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.

With respect to the Trust Securities, an “amortization period” also commences if, on the anticipated

The funds in the Cash Trap Reserve

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

repayment date the component of the Loan corresponding to the applicable subclass of the Trust Securities has not been repaid in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full.

Account will not be released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, unless the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.

Additionally, 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.

With respect to the Trust Securities, an “amortization period” also commences if, on the anticipated repayment date the component of the Loan corresponding to the applicable subclass of the Trust Securities has not been repaid in full, provided that such amortization period shall apply with respect to such component that has not been repaid in full.

If the Series 2015-2 Notes have not been repaid in full on the applicable anticipated repayment date, additional interest will accrue on the unpaid principal balance of the Series 2015-2 Notes, and such notes will begin to amortize on a monthly basis from excess cash flow.

1 unchanged sentence

The Loan and the Series 2015-2 Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration.

If the prepayment occurs within 18 months of the anticipated repayment date with respect to the Series 2013-2A Securities or the Series 2015-2 Notes, or 36 months of the anticipated repayment date with respect to the Series 2018 Securities, no prepayment consideration is due.

If the prepayment occurs within (i) 18 months of the anticipated repayment date with respect to the Series 2015-2 Notes, (ii) 36 months of the anticipated repayment date with respect to the Series 2018 Securities, and (iii) 12 months of the anticipated repayment date for the 2023 Securities, no prepayment consideration is due.

The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions subject to rated securitizations.

8 unchanged sentences

The $ 69.4 million held in the reserve accounts with respect to the Trust Securitizations and the $ 6.9 million held in the reserve accounts with respect to the 2015 Securitization as of December 31, 2023 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.

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

India Credit Facilities — The India credit facilities include several working capital facilities, most of which are subject to annual renewal.

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

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

During the year ended December 31, 2023, the Company increased the borrowing capacity of its working capital facilities in India by 2.8 billion INR (approximately $ 33.7 million).

As of December 31, 2023, the Company has not borrowed under these facilities.

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

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)

5 unchanged sentences

The Company has 0.2 billion INR (approximately $ 2.7 million) of bank guarantees outstanding included within the overall borrowing capacity.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Other Subsidiary Debt — The Company’s other subsidiary debt as of December 31, 2022 includes drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”).

As of December 31, 2021, other subsidiary debt also included (i) a note entered into by one of the Company’s subsidiaries in October 2018 in connection with the acquisition of communications sites in Kenya (the “Kenya Debt”) and (ii) U.S.

subsidiary debt related to a seller-financed acquisition (the “U.S.

Subsidiary Debt”).

Other Subsidiary Debt — The Company’s other subsidiary debt as of December 31, 2023 includes (i) drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”) and (ii) the India Term Loan (as defined below).

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

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

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

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

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

Amounts outstanding and key terms of other subsidiary debt consisted of the following as of December 31, (in millions, except percentages):

Carrying Value

(Denominated Currency) Carrying Value

(USD) Interest Rate Maturity Date

2023 2022 2023 2022

Nigeria Letters of Credit (1) 3.4 16.2 $ 3.4 $ 16.2 Various Various

Kenya Debt (2) $ — $ 7.4 N/A N/A

Subsidiary Debt (3) $ — $ 0.6 N/A N/A

India Term Loan (2) 10,000.0 — $ 120.2 $ — 8.89 % February 16, 2024

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During the year ended December 31, 2023, we drew on letters of credit in Nigeria.

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

The drawn amounts bear interest at a rate equal to the SOFR at the time of drawing plus a spread.

Amounts are due 270 days from the date of drawing.

(2) Denominated in USD, with an original principal amount of $ 51.8 million.

The loan agreement for the Kenya Debt required that the debt be paid either (i) in future installments subject to the satisfaction of specified conditions or (ii) five years from the note origination date, including the exercise of an optional two year extension, subject to the satisfaction of specified conditions.

As of December 31, 2022, there are no amounts outstanding under the Kenya Debt.

(3) Related to a seller-financed acquisition.

Denominated in USD with an original principal amount of $ 2.5 million.

Repaid in full during the year ended December 31, 2022.

(2) Denominated in INR.

Subsequent to December 31, 2023, the Company amended the India Term Loan to extend the maturity date to December 31, 2024.

Each of the agreements governing the other subsidiary debt contains contractual covenants and other restrictions.

Failure to comply with certain of the financial and operating covenants could constitute a default under the applicable debt agreement, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

CoreSite Debt — The CoreSite Debt included senior unsecured notes previously entered into by CoreSite.

The Company acquired this debt in connection with the CoreSite Acquisition.

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

On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $ 962.9 million, including $ 80.1 million of prepayment consideration and $ 7.8 million in accrued and unpaid interest.

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

Finance Lease Obligations —The Company’s finance lease obligations appro ximated $ 20.6 million and $ 27.8 million as of December 31, 2023 and 2022, respective ly.

5 unchanged sentences

Total cash obligations 39,181.8

Unamortized discounts, premiums and debt issuance costs and fair value adjustments, net ( 231.6 )

Unamortized discounts, premiums and debt issuance costs, net ( 260.3 )

Balance as of December 31, 2023 $ 38,921.5

17 unchanged sentences

_______________

(1) Revisions in estimates include decreases to the liability of $ 24.6 million and $ 62.0 million related to foreign currency translation for the years ended December 31, 2022 and 2021, respectively.

(1) Revisions in estimates include an increase to the liability of $ 22.3 million and a decrease to the liability of $ 24.6 million related to foreign currency translation for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the estimated undiscounted future cash outlay for asset retirement obligations was $ 4.0 billion.

11 unchanged sentences

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Interest rate swap agreements — — — — $ 11.0 —

Investments in equity securities (1) $ 28.2 $ 5.3 — $ 29.2 — —

VIL OCDs — $ 192.3 — — — —

Interest rate swap agreements — — — — $ 6.2 —

Fair value of debt related to interest rate swap agreements (2) — — — $ ( 4.9 ) — —

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

_______________

1 unchanged sentence

Unrealized holding gains and losses for equity securities are recorded in Other income (expense) in the consolidated statements of operations in the current period.

During the years ended December 31, 2022 and 2021 , the Company recognized unrealized (losses) gains of $( 16.7 ) million and $ 6.1 million, respectively, for equity securities held as of December 31, 2022.

(2) Included in the carrying values of the corresponding debt obligations.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

During the years ended December 31, 2023 and 2022 , the Company recognized unrealized gains (losses) of $ 4.3 million and $( 16.7 ) million, respectively, for equity securities held as of December 31, 2023.

(2) Included in the carrying values of the corresponding debt obligations as of December 31, 2022.

As of December 31, 2023, the interest rate swap agreements under the 3.000 % Notes were settled.

Interest Rate Swap Agreements

3 unchanged sentences

The Company records the settlement of interest rate swap agreements in (Loss) gain on retirement of long-term obligations in the consolidated statements of operations in the period in which the settlement occurs.

The Company entered into three interest rate swap agreements with an aggregate notional value of $ 500.0 million related to the 3.000 % senior unsecured notes due 2023 (the “ 3.000 % Notes”).

These interest rate swaps, which were designated as fair value hedges at inception, were entered into to hedge against changes in fair value of the 3.000 % Notes resulting from changes in interest rates.

The interest rate swap agreements require the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 3.000 % through June 15, 2023.

The Company entered into three interest rate swap agreements with an aggregate notional value of $ 500.0 million related to the 3.000 % Notes.

The interest rate swap agreements required the Company to pay interest at a variable interest rate of one-month LIBOR plus applicable spreads and to receive fixed interest at a rate of 2.250 % through January 15, 2022.

The interest rate swap agreements expired upon repayment of the 2.250 % Notes in full on January 14, 2022 upon maturity.

The interest rate swap agreements expired upon repayment of the 3.000 % Notes in full on June 15, 2023 upon maturity.

As of December 31, 2023, there were no amounts outstanding under the interest rate swap agreements under the 3.000 % Notes.

The fair value of the U.S.

interest rate swap liability of $ 6.2 million was included in accrued expenses on the consolidated balance sheets at December 31, 2022.

The fair value of the U.S.

interest rate swap asset of $ 11.0 million was included in Other non-current assets on the consolidated balance sheets at December 31, 2021.

During the year ended December 31, 2022, the Company recorded net fair value adjustments of $( 0.1 ) million related to interest rate swaps and the change in fair value of debt due to interest rate swaps in Other expense in the consolidated statements of operations.

During the year ended December 31, 2023, there were no material fair value adjustments related to interest rate swaps.

VIL Optionally Convertible Debentures —In February 2023, one of the Company’s customers in India, Vodafone Idea Limited (“VIL”), issued optionally convertible debentures (the “VIL OCDs”) to the Company’s subsidiary, ATC Telecom Infrastructure Private Limited (“ATC TIPL”), in exchange for VIL’s payment of certain amounts towards accounts receivables.

The VIL OCDs are (a) to be repaid by VIL with interest or (b) convertible into equity of VIL.

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.

The VIL OCDs were issued for an aggregate face value of 16.0 billion INR (approximately $ 193.2 million on the date of issuance).

The VIL OCDs were to mature in tranches with 8.0 billion INR (approximately $ 96.6 million on the date of issuance) maturing on August 27, 2023 and 8.0 billion INR (approximately $ 96.6 million on the date of issuance) maturing on August 27, 2024.

In August 2023, the Company amended the agreements governing the VIL OCDs to, among other items, extend the maturity of the first tranche of the VIL OCDs to August 27, 2024.

The fair value of the VIL OCDs at issuance was approximately $ 116.5 million.

The VIL OCDs accrue interest at a rate of 11.2 % annually.

Interest is payable to ATC TIPL semi-annually, with the first payment received in September 2023.

The VIL OCDs are recorded in Prepaid and other current assets in the consolidated balance sheet at fair value.

The significant input to the fair value of the VIL OCDs is the lesser of the (i) VIL equity share price underlying the instruments, less a liquidity discount, and (ii) redemption value.

Unrealized holding gains and losses for the VIL OCDs are recorded in Other income (expense) in the consolidated statements of operations in the current period.

During the year ended December 31, 2023, the Company recognized unrealized gains of $ 76.7 million for the VIL OCDs held as of December 31, 2023.

Items Measured at Fair Value on a Nonrecurring Basis

Assets Held and Used —The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs.

During the year ended December 31, 2022, certain long-lived assets held and used with a carrying value of $ 46.1 billion were written down to their net realizable value as a result of an asset impairment charge of $ 655.9 million.

During the year ended December 31, 2021, certain long-lived assets held and used with a carrying value of $ 49.0 billion were written down to their net realizable value as a result of an asset impairment charge of $ 173.7 million.

During the year ended December 31, 2023, long-lived assets held and used with a carrying value of $ 35.2 billion, included assets of approximately $ 0.2 billion that were written down to their net realizable value of less than $ 0.1 billion as a result of an asset impairment charge of $ 202.4 million.

During the year ended December 31, 2022, long-lived assets held and used with a carrying value of $ 46.1 billion, included assets of approximately $ 0.8 billion that were written down to their net realizable value of approximately $ 0.2 billion as a result of an asset impairment charge of $ 655.9 million.

The asset impairment charges are recorded in Other operating expenses in the accompanying consolidated statements of operations .

These adjustments were determined by comparing the estimated fair value utilizing projected future discounted cash flows to be provided from the long-lived assets to the asset’s carrying value.

These adjustments were determined by comparing the estimated fair value of the subject assets utilizing projected future discounted cash flows to be provided from the long-lived assets to the asset’s carrying value.

The significant unobservable inputs used to determine the fair value of the individual tower and acquired network location intangible assets subject to impairment in 2023 and 2022 included the following:

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Year Ended December 31,

Range Weighted Average Range Weighted Average

Terminal growth rates on cash flows (1) 2 % to 7 %

Weighted average cost of capital (2) 6 % to 46 %

_______________

(1) On a local currency basis.

(2) Specific to the country of each impaired asset.

Due to the underlying economic characteristics of the markets the Company operates in, the weighted average cost of capital may vary significantly from market to market.

The majority of the tenant relationships measured at fair value for impairment purposes in 2022 utilized a weighted average cost of capital of 11 %;

however, terminal growth rates are not used in the valuation of acquired tenant-related intangible assets.

The table below indicates the percentages of the asset class that were subject to fair value measurement and subsequently impaired for the years ended December 31, 2023 and 2022:

Towers and related assets 1 %

Acquired network location intangible assets 1 %

Acquired tenant-related intangible assets 1 %

The Company believes any reasonable change in the significant unobservable inputs utilized would not have a material impact on the fair value of the assets used in connection with the impairment recorded.

During the year ended December 31, 2023, the Company undertook a process to evaluate various strategic alternatives with respect to its India operations, which resulted in the Pending ATC TIPL Transaction (as defined in note 22) in January 2024.

As part of this process, the Company received indications of value from third parties, which were less than the carrying value of the India reporting unit.

The Company incorporated this information as a significant input used to determine the fair value of the India reporting unit.

The Company performed its annual goodwill impairment test as of December 31, 2023.

The Company determined that the carrying amount of the Spain reporting unit exceeded its fair value, as calculated under an income approach using future discounted cash flows.

The significant unobservable inputs used to determine the fair value of the Spain reporting until as of December 31, 2023 included the following:

Terminal growth rates on cash flows 2 %

Weighted average cost of capital 7 %

During the year ended December 31, 2023, the Company recorded goodwill impairments of $ 322.0 million related to India and $ 80.0 million related to Spain, for a total of $ 402.0 million, as discussed further in note 5.

There were no other items measured at fair value on a nonrecurring basis during the year ended December 31, 2023.

2 unchanged sentences

For long-term debt not actively traded, fair value is estimated using either indicative price quotes or a discounted cash flow analysis using rates for debt with similar terms and maturities.

As of December 31, 2022, the carrying value and fair value of long-term obligations, including the current portion, were $ 38.7 billion and $ 35.1 billion, respectively, of which $ 24.5 billion was measured using Level 1 inputs and $ 10.6 billion was measured using

As of December 31, 2023, the carrying value and fair value of long-term obligations, including the current portion, were $ 38.9 billion and $ 36.7 billion, respectively, of which $ 30.0 billion was measured using Level 1 inputs and $ 6.7 billion was measured using Level 2 inputs.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

Level 2 inputs.

As of December 31, 2021, the carrying value and fair value of long-term obligations, including the current portion, were $ 43.3 billion and $ 44.1 billion, respectively, of which $ 28.5 billion was measured using Level 1 inputs and $ 15.6 billion was measured using Level 2 inputs.

Beginning in the taxable year ended December 31, 2012, the Company has filed, and intends to continue to file, U.S.

15 unchanged sentences

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

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

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

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

For the year ended December 31, 2023, the increase in the income tax provision 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.

The income tax provision for the year ended December 31, 2022 included a reduction in income due to intangible asset impairment charges in India.

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.

Reconciliation between the U.S.

7 unchanged sentences

Uncertain tax positions 4 2 4

Changes in tax laws ( 2 ) — —

Changes in valuation allowance ( 5 ) ( 4 ) ( 0 )

22 unchanged sentences

Tax credits 158.8 106.8

Capital loss carryforwards (1) 175.0 5.8

Items not currently deductible and other 84.5 44.3

6 unchanged sentences

Net deferred tax liabilities $ ( 1,182.3 ) $ ( 1,362.8 )

_______________

(1) As of December 31, 2023 includes amounts related to the sale of Mexico Fiber.

The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

4 unchanged sentences

The amount of deferred tax assets considered realizable, however, could be adjusted if objective evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

A summary of the activity in the valuation allowance is as follows:

7 unchanged sentences

(1) Includes net charges to expense and allowances established due to acquisition.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

The recoverability of the Company’s deferred tax assets has been assessed utilizing projections based on its current operations.

1 unchanged sentence

Based on its current outlook of future taxable income during the carryforward period, the Company believes that deferred tax assets, other than those for which a valuation allowance has been recorded, will be realized.

The Company intends to reinvest foreign earnings indefinitely outside of the U.S., except for earnings in certain entities in Brazil, Burkina Faso, Costa Rica, Jersey, Mexico, Netherlands, Singapore, South Africa and the United Kingdom.

Any tax consequences for future distributions have been recorded as deferred tax liabilities.

At December 31, 2023, the Company had net federal, state and foreign operating loss carryforwards available to reduce future taxable income.

23 unchanged sentences

(1) Year ended December 31, 2021 includes adjustments of $( 16.6 ) million due to a reclassification of unrecognized tax benefits to penalties and income tax-related interest expense.

(2) Year ended December 31, 2020 includes adjustments of $( 21.0 ) million for positions related to the Eaton Towers Acquisition that were revised in connection with settlements or effective settlements.

During the year ended December 31, 2023, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $ 15.5 million in the liability for unrecognized tax benefits.

During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $ 54.2 million in the liability for unrecognized tax benefits.

During the year ended December 31, 2020, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $ 50.5 million.

The Company recorded penalties and tax-related interest expense to the tax provision of $ 20.6 million, $ 69.5 million and $ 16.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

During the year ended December 31, 2022, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 19.9 million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.

During the years ended December 31, 2021 and 2020, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 14.6 million and $ 4.8 million, respectively, due to the expiration

During the year ended December 31, 2022, the statute of

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in millions, unless otherwise disclosed)

of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.

limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions, which resulted in a decrease of $ 23.1 million in the liability for unrecognized tax benefits.

During the year ended December 31, 2021, the statute of limitations on certain unrecognized tax benefits lapsed and certain positions were effectively settled, including effective settlements and revisions of prior year positions related to the Eaton Towers Acquisition, which resulted in a decrease in the liability for unrecognized tax benefits of $ 54.2 million.

The Company recorded penalties and tax-related interest expense to the tax provision of $ 26.2 million, $ 20.6 million and $ 69.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

During the year ended December 31, 2023, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 9.7 million due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.

During the years ended December 31, 2022 and 2021, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 19.9 million and $ 14.6 million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.

In addition, as a result of a settlement in the United States, $ 45.8 million was reclassified to Accrued income tax payable as of December 31, 2021.

10 unchanged sentences

Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant.

Equity awards typically vest ratably, generally over four years for RSUs and stock options and three years for PSUs.

Stock options generally expire 10 years from the date of grant.

Awards of RSUs and stock options granted prior to March 10, 2023 generally vest over four years .

In December 2022, the Company’s Compensation Committee changed the terms of its awards to generally vest over three years .

The change in vesting terms is applicable for new awards granted beginning on March 10, 2023 and does not change the vesting terms applicable to grants awarded prior to March 10, 2023.

The impact of the change in vesting terms was $ 7.9 million for the year ended December 31, 2023.

Performance-based restricted stock units (“PSUs”) generally vest over three years .

Stock options generally expire ten years from the date of grant.

As of December 31, 2023, the Company had the ability to grant stock-based awards with respect to an aggregate of 4.1 million shares of common stock under the 2007 Plan.

In connection with the CoreSite Acquisition, the Company assumed the remaining shares previously available for issuance under a plan approved by the CoreSite shareholders, which converted into 1.4 million shares of the Company’s common stock.

These shares will be available for issuance under the 2007 Plan, however, will only be available for grants to certain employees and will not be available for issuance beyond the period when they would have been available under the CoreSite plan, or March 20, 2023, at which time they will no longer be available for grant.

In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15 % discount from the lower of the closing market value on the first or last day of such offering period.

The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.

During the years ended December 31, 2022, 2021 and 2020, the Company recorded the following stock-based compensation expenses:

The offering periods run from June 1 through

November 30 and from December 1 through May 31 of each year.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded the following stock-based compensation expenses in selling, general, administrative and development expense:

2023 2022 2021

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(1) For the years ended December 31, 2022 and 2021, stock-based compensation expense is included in selling, general, administrative and development expense.

(2) For the year ended December 31, 2020, stock-based compensation expense consisted of (i) $ 1.9 million included in Property costs of operations, (ii) $ 1.1 million included in Services costs of operations and (iii) $ 117.8 million included in selling, general, administrative and development expense.

For the year ended December 31, 2020, stock-based compensation expense capitalized as property and equipment was $ 1.7 million.

(1) For the year ended December 31, 2023, excludes $ 7.6 million of stock-based compensation expenses related to severance recorded in Other operating expense in the accompanying consolidated statements of operations.

Stock Options —There were no options granted during the years ended December 31, 2023, 2022 and 2021.

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The intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 9.3 million, $ 34.3 million and $ 176.7 million, respectively.

As of December 31, 2022, there was no unrecognized compensation expense related to unvested stock options.

The amount of cash received from the exercise of stock options was $ 17.1 million during the year ended December 31, 2022.

As of December 31, 2023, there was no unrecognized compensation expense

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

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(Tabular amounts in millions, unless otherwise disclosed)

related to unvested stock options.

The amount of cash received from the exercise of stock options was $ 7.7 million during the year ended December 31, 2023.

The Company’s option activity for the year ended December 31, 2023 was as follows (share and per share data disclosed in full amounts):

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766,955 $ 92.33 1.34 766,955 $ 92.33

$ 76.90 - $ 121.15

855,154 $ 91.82 2.32 855,154 $ 91.82

Restricted Stock Units and Performance-Based Restricted Stock Units — The Company’s RSU and PSU activity for the year ended December 31, 2023 was as follows (share and per share data disclosed in full amounts):

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Expected to vest as of December 31, 2023 1,638,711 $ 210.94 363,488 $ 208.14

Vested and deferred as of December 31, 2023 (4) 30,259 $ 220.03 — $ —

_______________

(1) RSUs include 125,841 shares of the CoreSite Replacement Awards.

(2) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2021 PSUs and the 2020 PSUs (each as defined below), or 98,694 and 70,739 shares, respectively, and the shares issuable at the end of the three-year vesting period for the PSUs granted in 2019 (the “2019 PSUs”), based on achievement against the performance metrics for the three-year performance period, or 98,188 shares.

(3) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2022 PSUs, or 98,542 shares.

(1) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2022 PSUs and the 2021 PSUs (each as defined below), or 98,542 shares and 98,694 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2020 (the “2020 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 79,232 shares.

(2) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2023 PSUs (as defined below), or 118,684 shares, and target number of shares issuable at the end of the one-year performance period for the Retention PSUs (as defined below), or 19,132 shares.

PSUs also includes the shares above target that are issuable for the 2021 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the three-year performance period, or 28,624 shares.

(4) Includes 17,121 shares of previously vested and deferred RSUs.

(3) PSUs consist of shares vested pursuant to the 2020 PSUs.

There are no additional shares to be earned related to the 2019 PSU.

There are no additional shares to be earned related to the 2020 PSUs.

(4) Vested and deferred RSUs are related to deferred compensation for certain former employees.

The total fair value of RSUs and PSUs that vested during the year ended December 31, 2023 was $ 137.2 million.

Restricted Stock Units— As of December 31, 2022, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan, including the CoreSite Replacement Awards, was $ 170.9 million and is expected to be recognized over a weighted average period of approximately two years .

Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).

In December 2021, in connection with the CoreSite Acquisition, the Company assumed and converted certain equity awards previously

Restricted Stock Units— As of December 31, 2023, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $ 172.4 million and is expected to be recognized over a weighted average period of approximately two

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

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(Tabular amounts in millions, unless otherwise disclosed)

granted by CoreSite under its equity plan into corresponding CoreSite Replacement Awards.

As of December 31, 2022, total unrecognized compensation expense related to the CoreSite Replacement Awards was $ 6.5 million and is expected to be recognized over a weighted average period of approximately one year .

Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).

Performance-Based Restricted Stock Units— During the year ended December 31, 2023, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of 118,684 PSUs (the “2023 PSUs”) to its executive officers and established the performance metrics for these awards.

During the years ended December 31, 2022 and 2021, the Company’s Compensation Committee granted an aggregate of 98,542 PSUs (the “2022 PSUs”), 98,694 PSUs (the “2021 PSUs”), respectively, to its executive officers and established the performance metrics for these awards.

During the year ended December 31, 2020, in connection with the retirement of the Company’s former Chief Executive Officer, an aggregate of 40,186 shares underlying the 2020 PSUs were forfeited, which included the target number of shares issuable at the end of the three-year performance period for such executive’s 2020 PSUs.

Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 2023 PSUs, the 2022 PSUs and the 2021 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero to 200 % of the target amounts.

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PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.

During the year ended December 31, 2023, the Company’s Compensation Committee granted an aggregate of 19,132 PSUs to certain non-executive employees (the “Retention PSUs”) and established the performance metrics for these awards.

Target parameters were established for a one-year performance period and will be used to calculate the number of shares that will be issuable when the awards vest, which may be either zero or 100 % of the target amount.

At the end of the one-year performance period, the number of shares that vest will depend on the achievement against the pre-established performance goals.

The Retention PSUs will be paid out in common stock at the end of performance period, subject generally to the employee’s continued employment, death or disability (each as defined in the applicable award agreement).

The Retention PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.

The Company recognized $ 3.5 million in stock-based compensation expense related to the Retention PSUs.

As of December 31, 2023, there was no unrecognized compensation expense related to the Retention PSUs.

During the year ended December 31, 2023, the Company recorded $ 34.0 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved.

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During the year ended December 31, 2023, the Company received an aggregate of $ 22.1 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.

2020 “At the Market” Stock Offering Program —In August 2020, the Company established an “at the market” stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $ 1.0 billion (the “2020 ATM Program”).

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 specific instructions of the Company, at negotiated prices.

The Company intends to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness.

As of December 31, 2022, the Company has no t sold any shares of common stock under the 2020 ATM Program.

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

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

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

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

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

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

As of December 31, 2022, the Company has

During the year ended December 31, 2023, there were no repurchases under either of the Buyback Programs.

As of December 31, 2023, the Company has repurchased a total of 14,451,325 shares of its common stock under the 2011 Buyback for an aggregate of $ 1.5 billion, including commissions and fees.

As of December 31, 2023, the Company has not made any repurchases under the 2017 Buyback.

Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

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(Tabular amounts in millions, unless otherwise disclosed)

repurchased a total of 14,451,325 shares of its common stock under the 2011 Buyback for an aggregate of $ 1.5 billion, including commissions and fees.

There were no repurchases under the 2017 Buyback.

With respect to open market purchases, the Company may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows the Company to repurchase shares during periods when it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

periods when it may otherwise be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

The Company expects to fund any further repurchases of its common stock through a combination of cash on hand, cash generated by operations and borrowings under its credit facilities.

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(1) Excludes dividend declared on December 13, 2023 of $ 1.70 per share, which was paid on February 1, 2024 to common stockholders of record at the close of business on December 28, 2023 and which will apply to the 2024 tax year.

Includes dividend declared on December 7, 2022 of $ 1.56 per share, which was paid on February 2, 2023 to common stockholders of record at the close of business on December 28, 2022 and which applied to the 2023 tax year.

(2) Excludes dividend declared on December 7, 2022 of $ 1.56 per share, which was paid on February 2, 2023 to common stockholders of record at the close of business on December 28, 2022 and which applied to the 2023 tax year.

(3) Includes dividend declared on December 15, 2021 of $ 1.39 per share, which was paid on January 14, 2022 to common stockholders of record at the close of business on December 27, 2021.

Also includes dividend declared on December 3, 2020 of $ 1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.

(3) Excludes dividend declared on December 3, 2020 of $ 1.21 per share, which was paid on February 2, 2021 to common stockholders of record at the close of business on December 28, 2020 and which applied to the 2021 tax year.

The Company accrues distributions on unvested restricted stock units, which are payable upon vesting.

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NONCONTROLLING INTERESTS

Purchase of Interests —In March 2021, the Company purchased the remaining minority interests held in a subsidiary in the United States for total consideration of $ 6.0 million.

The purchase price was settled with unregistered shares of the Company’s common stock, in lieu of cash.

The Company now owns 100 % of the subsidiary as a result of the purchase.

Reorganization of European Interests —In June 2021, in connection with the funding of the Telxius Acquisition, the Company completed a reorganization of its subsidiaries in Europe.

As part of the reorganization, PGGM converted its previously held 49 % noncontrolling interest in Former ATC Europe into noncontrolling interests in new subsidiaries, consisting of the Company's operations in Germany and Spain, inclusive of the assets acquired pursuant to the Telxius Acquisition.

The reorganization included cash consideration paid to PGGM of 178.0 million EUR (approximately $ 214.9 million).

European Interests— In 2021 , PGGM converted its previously held noncontrolling interest in a subsidiary that primarily consisted of the Company’s operations in France, Germany and Poland (“Former ATC Europe”) into noncontrolling interests in subsidiaries, consisting of the Company's operations in Germany and Spain.

In 2021, 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”) acquired 30 % and 18 % noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”) for total aggregate consideration of 2.6 billion EUR (approximately $ 3.1 billion at the date of closing).

As of December 31, 2023, ATC Europe consists of the Company’s operations in France, Germany and Spain.

The Company currently holds a 52 % controlling interest in ATC Europe, with CDPQ and Allianz holding 30 % and 18 % noncontrolling interests, respectively.

ATC Europe holds a 100 % interest in the subsidiaries that consist of the Company’s operations in France and an 87 % and an 83 % controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a 13 % and a 17 % noncontrolling interest in each respective subsidiary.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

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(Tabular amounts in millions, unless otherwise disclosed)

reorganization is reflected in the consolidated statements of equity as (i) a reduction in Additional Paid-in Capital of $ 648.4 million and (ii) an increase in Noncontrolling Interests of $ 601.0 million, and in the consolidated statements of comprehensive income (loss) as an increase in Comprehensive income attributable to American Tower Corporation stockholders of $ 47.4 million.

CDPQ and Allianz Partnerships —In May and June 2021, the Company entered into agreements with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”), for CDPQ and Allianz to acquire 30 % and 18 % noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”).

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

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

As of December 31, 2022, ATC Europe consists of the Company’s operations in France, Germany, Poland and Spain.

The Company currently holds a 52 % controlling interest in ATC Europe, with CDPQ and Allianz holding 30 % and 18 % noncontrolling interests, respectively.

ATC Europe holds a 100 % interest in the subsidiaries that consist of the Company’s operations in France and Poland and an 87 % and an 83 % controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a 13 % and a 17 % noncontrolling interest in each respective subsidiary.

Bangladesh Partnership —In August 2021, the Company acquired a 51 % controlling interest in in Kirtonkhola Tower Bangladesh Limited (“KTBL”) for 900 million BDT (approximately $ 10.6 million at the date of closing).

Confidence Group holds a 49 % noncontrolling interest in KTBL.

Stonepeak Transaction —In July 2022, in connection with the funding of the CoreSite Acquisition, the Company entered into an agreement pursuant to which certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) acquired a noncontrolling ownership interest in the Company’s U.S.

Stonepeak Transaction —In July 2022, the Company entered into an agreement pursuant to which certain investment vehicles affiliated with Stonepeak Partners LP (such investment vehicles, collectively, “Stonepeak”) acquired a noncontrolling ownership interest in the Company’s U.S.

data center business.

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

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

The transaction was completed in October 2022 (together with the August 2022 closing, the “Stonepeak Transaction”).

data center business for total aggregate consideration of $ 570.0 million (together with the August 2022 closing, the “Stonepeak Transaction”).

As of December 31, 2023, the Company holds a common equity interest of approximately 72 % in its U.S.

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Dividends to noncontrolling interests— Certain of the Company’s subsidiaries may, from time to time, declare dividends.

In December 2021, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared a dividend of 14.0 million EUR (approximately $ 15.9 million) payable, pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.

In August 2022, AT Rhine C.V., one of the Company’s subsidiaries in Germany, declared and paid a dividend of 25.0 million EUR (approximately $ 25.1 million at the date of payment), pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Rhine C.V.

In November 2022, AT Iberia C.V.

declared and paid a dividend of 14.0 million EUR (approximately $ 14.6 million at the date of payment), pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.

As of December 31, 2022, the amount accrued for distributions payable related to the outstanding Stonepeak mandatorily convertible preferred equity was $ 11.2 million.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

During the year ended December 31, 2023, the Company’s U.S.

data center business had distributions of $ 46.1 million related to the outstanding Stonepeak mandatorily convertible preferred equity (the “Stonepeak Preferred Distributions”).

As of December 31, 2023, the amount accrued for Stonepeak Preferred Distributions was $ 11.6 million.

Beginning in January 2024, pursuant to the terms of the ownership agreement with Stonepeak, on a quarterly basis, the Company’s U.S.

data center business will distribute common dividends to the Company and to Stonepeak in proportion to their respective equity interests in the Company’s U.S.

data center business (the “Stonepeak Common Dividend”).

As of December 31, 2023, the amount accrued for the Stonepeak Common Dividend was $ 91.7 million.

During the year ended December 31, 2023, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared and paid a dividend of 48.0 million EUR (approximately $ 53.0 million at the date of payment), pursuant to the terms of the ownership agreements, to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.

The changes in noncontrolling interests were as follows:

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Balance as of January 1, $ 6,836.1 $ 3,988.4

ATC Europe Transactions (1) — 3,078.2

Bangladesh partnership (2) — 10.2

Stonepeak Transaction (1) — 3,070.0

Adjustment to noncontrolling interest due to reorganization (4) — 601.0

Redemption of noncontrolling interest (5) — ( 1.7 )

Net loss attributable to noncontrolling interests ( 116.2 ) ( 69.1 )

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_______________

(1) Represents the impact of contributions received from CDPQ and Allianz described above on Noncontrolling interests.

Reflected within Contributions from noncontrolling interest holders in the consolidated statements of equity.

(2) Represents the impact of contributions made by the Company to establish the joint venture in Bangladesh described above on Noncontrolling interests.

Reflected within Purchase of noncontrolling interest in the consolidated statements of equity.

(1) Represents the impact of contributions received from Stonepeak described above on Noncontrolling interests.

Reflected within Contributions from noncontrolling interest holders in the consolidated statements of equity.

(4) Represents the impact of the reorganization of European interests described above on Noncontrolling interests.

(5) Represents the impact of the purchase of interests described above on Noncontrolling interests.

(6) 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.

(2) For the year ended December 31, 2023, primarily includes the Stonepeak Common Dividend and the Stonepeak Preferred Distributions.

For the year ended December 31, 2022, includes $ 16.7 million of Stonepeak Preferred Distributions and dividends of $ 5.5 million paid to PGGM.

OTHER OPERATING EXPENSE

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The Company records impairment charges to write down certain assets to their net realizable value after an indicator of impairment is identified and subsequent analysis determines that the asset is either partially recoverable or not recoverable.

These assets consist primarily of those related to the Company’s tower locations, and included towers and related assets included in property and equipment, network location intangible assets and right-of-use assets, all of which are typically assessed on an individual location or site basis.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

assessed on an individual location or site basis.

The assets subject to impairment also include tenant-related intangibles, which are assessed on a tenant basis.

Net losses on sales or disposals of assets primarily relate to certain non-core towers, other assets and miscellaneous items.

Other operating expenses includes acquisition-related costs and integration costs.

Other operating expenses includes acquisition- and disposition-related costs and integration costs.

Other operating expenses included the following for the years ended December 31,:

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(1) For the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.

(2) For the year ended December 31, 2021, Other operating expenses includes acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.

For the year ended December 31, 2020, Other operating expenses includes an $ 11.9 million benefit in Brazil.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

(2) For the year ended December 31, 2023, includes a net loss of $ 78.9 million on the sales of Mexico Fiber and ATC Poland.

(3) For the year ended December 31, 2023, includes severance and related costs as discussed below.

For the year ended December 31, 2021, includes acquisition and merger related expenses associated with the Telxius Acquisition and the CoreSite Acquisition.

Impairment charges included the following for the years ended December 31,:

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Tenant relationships (2) 90.2 491.1 42.2

Right-of-use assets 8.1 3.3 76.1

Other (3) 16.5 15.2 10.5

Total impairment charges included in Other operating expense $ 202.4 $ 655.9 $ 173.7

Goodwill impairment (4) $ 402.0 $ — $ —

Total impairment charges $ 604.4 $ 655.9 $ 173.7

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(1) During the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below.

(2) During the year ended December 31, 2023, impairment charges relate to impaired tenant relationships in Africa.

During the year ended December 31, 2022, impairment charges primarily relate to India, as discussed below, and impaired tenant relationships related to fiber in Mexico.

During the year ended December 31, 2021, impairment charges relate to a fully impaired tenant relationship in Africa.

(3) Includes impairment charges related to right-of-use assets.

(4) During the year ended December 31, 2023, includes goodwill impairment associated with the India and Spain reporting units (as discussed in note 5).

India Impairments

The Company reviews long-lived assets for impairment annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an assets may not be recoverable, as further discussed in note 1.

In the third quarter of 2022, the Company’s largest customer in India, Vodafone Idea Limited (“VIL”), communicated that it would make partial payments of its contractual amounts owed to the Company and indicated that it would continue to make partial payments for the remainder of 2022.

In the third quarter of 2022, VIL, communicated that it would make partial payments of its contractual amounts owed to the Company 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 the Company beginning on January 1, 2023.

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

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

In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to the Company.

The Company considered these developments and the uncertainty with respect to amounts owed under its tenant leases when conducting its 2022 annual impairment assessments for long-lived assets in India.

A probability weighted assessment was performed, incorporating current and expected industry and market conditions and trends and, as a result, the Company determined that certain fixed and intangible assets had been impaired during the year ended December 31, 2022.

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

The Company recorded a goodwill impairment charge of $ 322.0 million in India during the year ended December 31, 2023 as discussed in note 5.

The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated statements of operations for the year ended December 31, 2023.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

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(Tabular amounts in millions, unless otherwise disclosed)

During the year ended December 31, 2023, the Company approved a plan for restructuring its workforce, which was communicated to its employees.

As a result of these actions, severance and related costs of $ 21.8 million were recorded in Other operating expense in the accompanying consolidated statements of operations for the year ended December 31, 2023.

Additional information relating to the severance and related costs by operating segments is as follows for the year ended December 31,:

& Canada property $ 2.4

Africa property 0.7

Europe property 2.8

Latin America property 4.7

Other (1) 7.8

Total severance and related costs $ 21.8

_______________

(1) Includes corporate expenses .

Unpaid obligations for severance and related costs as of December 31, 2023, are included in Payroll and related withholdings within Accrued expenses in the consolidated balance sheet as of December 31, 2023:

The changes in the unpaid obligations for severance and related costs for the year ended December 31, 2023 were as follows:

Beginning balance as of January 1, $ —

Additions 21.8

Payments ( 19.9 )

Balance as of December 31, $ 1.9

EARNINGS PER COMMON SHARE

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Litigation —The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its business.

In the opinion of Company management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse outcome, materially impact the Company’s consolidated financial position, results of operations or liquidity.

In the opinion of Company management, after consultation with counsel, there are no matters currently pending that

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

would, in the event of an adverse outcome, materially impact the Company’s consolidated financial position, results of operations or liquidity.

Verizon Transaction —In March 2015, the Company entered into an agreement with various operating entities of Verizon Communications Inc.

(“Verizon”) that currently provides for the lease, sublease or management of approximately 11,250 wireless communications sites commencing March 27, 2015.

(“Verizon”) that currently provides for the lease, sublease or management of approximately 11,200 wireless communications sites, which commenced on March 27, 2015.

The average term of the lease or sublease for all communications sites at the inception of the agreement was approximately 28 years, assuming renewals or extensions of the underlying ground leases for the sites.

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AT&T Transaction —The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc.

(“AT&T”), that currently provides for the lease or sublease of approximately 1,900 towers commencing between December 2000 and August 2004.

(“AT&T”), that currently provides for the lease or sublease of approximately 1,800 towers, which commenced between December 2000 and August 2004.

Substantially all of the towers are part of the Trust Securitizations.

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The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T.

As of December 31, 2022, the Company has purchased an aggregate of more than 500 of the subleased towers which are subject to the applicable agreement, including 143 towers purchased during the year ended December 31, 2022 for an aggregate purchase price of $ 93.2 million.

As of December 31, 2023, the Company has purchased an aggregate of approximately 600 of the subleased towers which are subject to the applicable agreement, including 59 towers purchased during the year ended December 31, 2023 for an aggregate purchase price of $ 40.9 million.

The aggregate purchase option price for the remaining towers leased and subleased is $ 1.1 billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site.

1 unchanged sentence

Thereafter, AT&T shall have the right to renew such lease for up to five successive five-year terms.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Other Contingencies —The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities.

10 unchanged sentences

The Company has not historically made any material payments under these agreements and, as of December 31, 2023, is not aware of any agreements that could result in a material payment.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

SUPPLEMENTAL CASH FLOW INFORMATION

6 unchanged sentences

Non-cash investing and financing activities:

Increase in accounts payable and accrued expenses for purchases of property and equipment and construction activities 27.2 57.9 45.8

(Decrease) increase in accounts payable and accrued expenses for purchases of property and equipment and construction activities ( 14.7 ) 27.2 57.9

Purchases of property and equipment under finance leases, perpetual easements and capital leases 31.5 33.6 58.8

3 unchanged sentences

_______________

(1) For the year ended December 31, 2021, consists of the CoreSite Debt.

For the year ended December 31, 2020, consists of the InSite Debt.

(1) For the year ended December 31, 2021, consists of repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite.

(2) For the year ended December 31, 2021, consists of CoreSite Acquisition purchase consideration related to CoreSite Replacement Awards.

2 unchanged sentences

The Company has historically reported these operations on a geographic basis.

Data Centers —The Company’s Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States.

The Data Centers segment offers different services from, and requires different resources, skill sets and marketing strategies than the existing property operating segment in the U.S.

Data Centers — In December 2021, the Company completed the CoreSite Acquisition, through which it acquired over 20 data center facilities and related assets in eight United States markets.

As a result of the CoreSite Acquisition, the Company established the Data Centers segment as a reportable segment in the fourth quarter of 2021.

The Company’s Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States.

The Data Centers segment offers different types of leased land and related services from, and requires different resources, skill sets and marketing strategies than the existing property operating segment in the U.S.

As of December 31, 2023, the Company’s property operations consisted of the following:

property operations in Canada and the United States;

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

• Asia-Pacific:

1 unchanged sentence

property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;

property operations in France, Germany, Poland and Spain;

property operations in France, Germany and Spain;

• Latin America:

2 unchanged sentences

data center property operations in the United States.

Services —The Company’s Services segment offers tower-related services in the United States, including AZP, structural analysis and construction management, which primarily support its site leasing business, including the addition of new tenants and equipment on its communications sites.

Services —The Company’s Services segment offers tower-related services in the United States, including AZP, structural and mount analyses, and construction management, which primarily support its site leasing business, including the addition of new tenants and equipment on its communications sites.

The Services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.

4 unchanged sentences

and Other operating expenses.

The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses.

The Company defines segment operating profit as segment gross margin less Selling, general, administrative and

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses.

These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision).

25 unchanged sentences

_______________

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 195.7 million.

(2) Primarily includes interest expense and $ 655.9 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.

(2) Primarily includes interest expense, $ 202.4 million in impairment charges, $ 402.0 million of goodwill impairment charges in India and Spain, as further discussed in note 5, and losses from foreign currency exchange rate fluctuations.

The year ended December 31, 2023 also includes a net loss of $ 78.9 million on the sales of Mexico Fiber and ATC Poland.

(3) Includes $ 6.2 million of finance lease payments included in Repayments of notes payable, credit facilities, term loans, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.

(4) Includes $ 38.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions, unless otherwise disclosed)

Property Total

21 unchanged sentences

Year ended December 31, 2021 U.S.

& Canada (1) Asia-Pacific Africa Europe Latin America

& Canada Asia-Pacific Africa Europe Latin America Data Centers

Segment revenues $ 4,920.2 $ 1,199.1 $ 1,005.5 $ 496.2 $ 1,465.4 $ 23.2 $ 9,109.6 $ 247.3 $ 9,356.9

13 unchanged sentences

_______________

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

& Canada includes the following related to the Company’s data center assets (i) $ 8.5 million of property revenue, (ii) $ 2.5 million of segment operating expenses, (iii) $ 3.2 million of segment selling, general, administrative and development expenses and (iv) $ 0.5 million of capital expenditures.

(2) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 3.0 million and $ 117.8 million, respectively.

(3) Primarily includes interest expense, losses from foreign currency exchange rate fluctuations and $ 222.8 million in impairment charges.

(1) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 119.5 million.

(2) Primarily includes interest expense and $ 173.7 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.

(3) Includes $ 5.4 million of finance lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and finance leases in the cash flows from financing activities in the Company’s consolidated statements of cash flows.

52 unchanged sentences

(2) Balances include revenue from the Company’s Services and Data Centers segments.

(3) The Company began operations in New Zealand through the New Zealand Acquisition, which closed in October 2022.

(3) During the year ended December 31, 2023, the Company completed the sale of ATC Poland.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

19 unchanged sentences

Germany 5,721.2 5,642.5

Poland 4.9 4.7

Spain 3,031.6 3,027.8

24 unchanged sentences

SUBSEQUENT EVENTS

Repayment of 3.50 % Senior Notes —On January 31, 2023, the Company repaid $ 1.0 billion aggregate principal amount of the 3.50% Notes upon their maturity.

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

Pending ATC TIPL Transaction —On January 4, 2024, the Company, through its subsidiaries, ATC Asia Pacific Pte.

and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), entered into an agreement with Data Infrastructure Trust (“DIT”), an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT will acquire a 100 % ownership interest in ATC TIPL (the “Pending ATC TIPL Transaction”) for total aggregate consideration of 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.

The Company will retain the full economic benefit associated with the VIL OCDs, and rights to payments on certain existing customer receivables.

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.

Repayment of 0.600 % Senior Notes —On January 12, 2024, the Company repaid $ 500.0 million aggregate principal amount of the Company’s 0.600 % senior unsecured notes due 2024 (the “ 0.600 % Notes”) upon their maturity.

The 0.600 % Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility.

Upon completion of the repayment, none of the 0.600 % Notes remained outstanding.

Vodafone Idea —In the third quarter of 2022, VIL communicated that it would make partial payments of its contractual amounts owed to the Company 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 the Company beginning on January 1, 2023.

See note 16 for further discussion on impairments in India.

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

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

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

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

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

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

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

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

Repayment of 5.00 % Senior Notes —On February 14, 2024, the Company repaid $ 1.0 billion aggregate principal amount of the Company’s 5.00 % senior unsecured notes due 2024 (the “ 5.00 % Notes”) upon their maturity.

The 5.00 % Notes were repaid using borrowings under the 2021 Multicurrency Credit Facility.

Upon completion of the repayment, none of the 5.00 % Notes remained outstanding.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

57 unchanged sentences

Start-up capital expenditures includes non-recurring expenditures contemplated in acquisitions, new market launch business cases or initial deployment of new technologies or platform expansion initiatives that lead to an increase in site-level cash flow generation.

(7) Primarily includes regional improvements and other additions, including $ 1.6 billion of data center equipment acquired in 2021 not previously classified as an investment in real estate.

(7) Primarily includes regional improvements, other additions, and net adjustments related to the Company’s asset retirement obligations.

For the year ended December 31, 2022, includes $ 1.6 billion of data center equipment acquired in 2021 not previously classified as an investment in real estate.

The Company determined that the inclusion of data center equipment in this schedule would provide better information and be more consistent with others in the data center industry.

(8) Primarily includes foreign currency exchange rate fluctuations and other deductions.

For the year ended December 31, 2023, includes the impact of the sales of Mexico Fiber and ATC Poland.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures