6 unchanged sentences
• increased mergers, consolidations or exits that reduce the number of communications service providers or increased use of network sharing among governments or communications service providers;
−Removed: • a decrease in demand for wireless or colocation services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, inflation, slowing growth, rising interest rates or recession;
+Added: • a decrease in demand for wireless or colocation services, including due to general economic conditions, changes in global tariff or trade policies or regulations, disruption in the financial and credit markets or global social, political or health crises, inflation, slowing growth, high interest rates or recession;
• delays or changes in the deployment of next generation wireless technologies;
−Removed: • technological changes;
+Added: • technological changes, including artificial intelligence, satellite technology and an increase in the use of radio access network (“RAN”) sharing among wireless service providers;
• zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;
4 unchanged sentences
In addition, our growth projections are based on future revenue from a small number of customers, and such projections could be adversely impacted by adverse changes in the creditworthiness and financial strength of our customers.
−Removed: One or more of our customers, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or terminate operations as a result of a prolonged economic downturn, economic difficulties (including those from the imposition of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial) or otherwise.
+Added: One or more of our customers, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or terminate operations as a result of a prolonged economic downturn, economic difficulties (such as those from the imposition of
+Added: taxes, fees (including the cost of, and access to, spectrum), regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial) or otherwise.
The current inflationary and high interest rate environment could materially and adversely affect our customers through disruptions of, among other things, their ability to procure their equipment through their supply chains, their ability to procure power and fuel and their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks.
1 unchanged sentence
The loss of significant customers, or the loss of all or a portion of our anticipated lease revenues from certain customers, could have a material adverse effect on our business, results of operations or financial condition.
−Removed: One of our largest customers in India is VIL, which represented approximately 3% of our total revenue for the year ended December 31, 2023.
−Removed: As a result of the VIL Shortfall, during the year ended December 31, 2022, we determined that certain fixed and intangible assets and tenant-related intangible assets for VIL had been impaired.
−Removed: In the second half of 2023, VIL began making payments in full of its monthly contractual obligations owed to us.
−Removed: Additionally, the Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing a transaction on acceptable terms.
−Removed: If the Pending ATC TIPL Transaction does not close, additional partial payments from VIL could have further negative effects on our fixed assets, intangible assets or goodwill, could result in additional impairments and could have a material adverse effect on our business, results of operations or financial condition.
−Removed: For more information on impairments in India, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in this Annual Report.
−Removed: For more information on revenue reserves related to the VIL Shortfall, please see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in this Annual Report.
Due to the long-term nature of our customer leases, we depend on the continued financial strength of our customers.
2 unchanged sentences
These subsidiaries may not have the explicit or implied financial support of their parent entities.
−Removed: In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit markets, such as the current environment driven by the significant disruptions caused by factors such as inflation, rising interest rates and supply chain disruptions.
+Added: In addition, many of our customers and potential customers rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the financial and credit markets, such as the current environment driven by the significant challenges caused by factors such as inflation, currency devaluations and other foreign currency exchange rate volatility, higher interest rates and supply chain disruptions.
If our customers or potential customers are unable to raise adequate capital to fund their business plans or face capital constraints, they may reduce their spending, file for bankruptcy or reduce or terminate operations, which could materially and adversely affect demand for our communications infrastructure and our services business.
2 unchanged sentences
However, it is possible that such disputes could lead to a termination of our leases with those customers, a material adverse modification of the terms of those leases or a deterioration in our relationships with those customers that leads to a failure to obtain new business from them, any of which could have a material adverse effect on our business, results of operations or financial condition.
−Removed: If we are forced to resolve any of these disputes through litigation, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenue or increased costs, resulting in a corresponding adverse effect on our business, results of operations or financial condition.
+Added: If we are forced to resolve any of these disputes through litigation or arbitration, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenue or increased costs, resulting in a corresponding adverse effect on our business, results of operations or financial condition.
If our customers consolidate their operations, exit their businesses or share site infrastructure to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected.
6 unchanged sentences
& Canada property segment in Item 7 of this Annual Report, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”
−Removed: In addition, extensive sharing of site infrastructure, roaming or resale arrangements among wireless service providers, including due to increases in advanced network technology such as 5G, as an alternative to leasing our communications sites, without compensation to us, may cause new lease activity to slow if carriers utilize shared equipment rather than deploy new equipment, or may result in the decommissioning of equipment on certain existing sites because portions of the customers’ networks may become redundant.
+Added: In addition, extensive sharing of site infrastructure through RAN sharing, roaming or resale arrangements among wireless service providers, including due to increases in advanced network technology such as 5G, as an alternative to leasing our communications sites, without compensation to us, may cause new lease activity to slow if carriers utilize shared equipment rather than deploy new equipment, or may result in the decommissioning of equipment on certain existing sites because portions of the customers’ networks may become redundant.
Increasing competition within our industries may materially and adversely affect our revenue.
1 unchanged sentence
Competition due to pricing or alternative contractual arrangements from peers could materially and adversely affect our lease rates.
−Removed: We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.
+Added: We may not be able to renew existing customer leases or enter into new customer leases, or if we are able to renew
+Added: or enter into new leases, they may be at rates lower than our current rates or on less favorable terms than our current terms, resulting in an adverse impact on our results of operations and growth rate.
In addition, some of our data center competitors have significant advantages over us, including greater name recognition, longer operating histories, lower operating costs, lower levels of leverage, pre-existing relationships with current or potential customers, greater financial, marketing and other resources, access to better networks and access to less expensive power.
1 unchanged sentence
These risks are compounded by the fact that a significant percentage of our data center customer leases expire every year.
−Removed: Our expansion initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
−Removed: As we continue to acquire and build communications sites and other communications infrastructure assets, including data center facilities and related assets, in our existing markets and expand into new markets, we are subject to a number of risks and uncertainties, including not meeting our return on investment criteria and financial objectives, increased costs, assumed liabilities and the diversion of managerial attention.
−Removed: Achieving the benefits of acquisition and platform expansion initiatives depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
−Removed: Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations or with incomplete information.
−Removed: Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid.
−Removed: Some of our acquired portfolios have included sites that do not meet our structural specifications, including sites that may be overburdened.
−Removed: In these cases, beyond additional capital expenditures, general liability risks associated with such portfolios will exist until such time as those portfolios are upgraded or otherwise remedied.
−Removed: In addition, integration may significantly burden management and internal resources, including through the potential loss or unavailability of key personnel.
−Removed: Our international expansion initiatives are subject to additional risks, such as those described above, as well as our ability to comply with bribery and anti-corruption laws such as the Foreign Corrupt Practices Act (the “FCPA”) and similar local laws.
−Removed: Moreover, we may fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity.
−Removed: If we are not able to meet these integration challenges, we may not realize the benefits we expect from our acquired portfolios and businesses, and our business, financial condition and results of operations will be adversely affected.
−Removed: We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain operational at all times.
−Removed: Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage.
−Removed: These could result from numerous factors, including limited power availability and grid distribution constraints due to current high demand, human error, equipment failure, physical, electronic and cybersecurity breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies and failure of business partners.
−Removed: We have service level commitment obligations to substantially all of our data center customers.
−Removed: As a result, service interruptions or significant equipment damage in our data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures.
−Removed: Because our data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our data centers could also result in lost profits or other indirect or consequential damages to our customers.
−Removed: In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results.
−Removed: Furthermore, we are dependent upon internet service providers, telecommunications carriers and utility providers, some of which have experienced significant system failures and outages in the past.
−Removed: Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings.
−Removed: If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be adversely impacted.
−Removed: As a result of our acquisitions, we have a substantial amount of intangible assets and goodwill.
−Removed: In accordance with accounting principles generally accepted in the United States (“GAAP”), we are required to assess our goodwill and other intangible assets annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired.
−Removed: If, as a result of the factors noted above, the testing performed indicates that an asset may not be recoverable or the carrying value exceeds the fair value, we would be required to record a non-cash impairment charge in the period the determination is made.
−Removed: Our platform expansion initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial condition, and could limit our continued investments in such platform expansion initiatives.
+Added: Competition to build or purchase assets could adversely affect our ability to achieve our return on investment criteria.
+Added: We may experience increased competition for contracts to build or acquire communications infrastructure assets, which could cause us to lose such contracts or make them significantly more costly.
+Added: Some of our competitors are larger and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria or less stringent contractual terms than we have.
+Added: In addition, we may not anticipate or be able to address increased competition entering a particular market or competing for the build or acquisition of the same assets.
+Added: Higher prices or less favorable terms for the construction or acquisition of assets or the failure to build or otherwise add new assets to our portfolio could make it more difficult to achieve our anticipated returns on investment or future growth, which could materially and adversely affect our business, results of operations or financial condition.
New technologies or changes, or lack thereof, in our or a customer’s business model could make our communications infrastructure leasing business less desirable and result in decreasing revenues and operating results.
5 unchanged sentences
Further, a customer may decide to cease outsourcing tower infrastructure or otherwise change its business model, which would result in a decrease in our revenue and operating results.
−Removed: Similarly, our data center site infrastructure may become antiquated due to the development of new systems that deliver power to, or eliminate heat from, the servers and other customer equipment that we house or the development of new technology that requires levels of power and cooling density that our facilities are not designed to provide.
+Added: Similarly, our data center site infrastructure may become antiquated due to the development of new systems that deliver power to, or eliminate heat from, the servers and other customer equipment that we house or due to the development of new technology, such as artificial intelligence, which is potentially more power-intensive, that requires levels of power and cooling density that our facilities may not be designed to provide.
Our failure to innovate in response to the development and implementation of these or other new technologies or changes in a customer’s business model could have a material adverse effect on the growth of our business, results of operations or financial condition.
1 unchanged sentence
Additionally, our customers may overestimate or overvalue the benefits and use of 5G networks and other new technology that are deployed onto our communications sites that, in turn, could adversely affect our customers' growth, thereby adversely affecting our growth.
−Removed: Competition to purchase assets could adversely affect our ability to achieve our return on investment criteria.
−Removed: We may experience increased competition for the acquisition of communications infrastructure assets or contracts to build new communications infrastructure assets for customers, which could make the acquisition of high-quality assets significantly more costly or prohibitive or cause us to lose contracts to build new sites.
−Removed: Some of our competitors are larger and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria or less stringent contractual terms than we do.
−Removed: In addition, we may not anticipate increased competition entering a particular market or competing for the same assets.
−Removed: Higher prices for assets or the failure to add new assets to our portfolio could make it more difficult to achieve our anticipated returns on investment or future growth, which could materially and adversely affect our business, results of operations or financial condition.
−Removed: Strategic partnerships and divestitures, such as the Pending ATC TIPL Transaction, may materially and adversely affect our financial condition, results of operations or cash flows.
−Removed: As we continue to engage in partnership opportunities to support our expansion initiatives, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present governance challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that partnership or to execute buyouts of their interests.
−Removed: Furthermore, we continually evaluate the performance, capital needs and strategic fit of all of our businesses and, as a result of such evaluation, may sell some or all of the equity interests in a particular business or components of a business.
−Removed: Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel.
−Removed: We cannot assure you that we will be successful in managing these or any other significant risks that we may encounter related to the divestiture of a business.
+Added: Divestitures and strategic partnerships may materially and adversely affect our financial condition, results of operations or cash flows.
+Added: We continually evaluate the performance, capital needs and strategic fit of all of our businesses and, as a result of such evaluation, may sell some or all of the equity interests in a particular business or components of a business.
+Added: During the year ended December 31, 2024, we divested from operations in several markets, including India, Australia and New Zealand.
+Added: Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel or requirements to obtain consents from third parties.
+Added: We cannot assure you that we will be successful in managing these or any
+Added: other significant risks that we may encounter related to the divestiture of a business.
Any divestiture we undertake could materially and adversely affect our business, reputation, financial condition, results of operations and cash flows, and may also result in a diversion of management’s attention, operational difficulties and losses.
Divestitures and our evaluation of assets or businesses in connection with potential divestitures may result in asset impairment charges, including those related to goodwill and other intangible assets, or losses realized in connection with a transaction, which could have an impact on our financial condition and results of operations.
−Removed: Specifically with respect to our India reporting unit, we concluded that a triggering event occurred as of September 30, 2023, primarily due to indications of value received from third parties in connection with our review of various strategic alternatives for our India operations, including the potential sale of equity interests.
−Removed: As a result, we performed an interim quantitative goodwill impairment test as of September 30, 2023
−Removed: using, among other things, the information obtained from third parties to compare the fair value of the India reporting unit to its carrying amount, including goodwill.
−Removed: The result of our interim goodwill impairment test as of September 30, 2023 indicated that the carrying amount of our India reporting unit exceeded our estimated fair value.
−Removed: As a result, we recorded a goodwill impairment charge of $322.0 million as of September 30, 2023.
−Removed: The goodwill impairment charge is recorded in Goodwill impairment in the accompanying consolidated statements of operations.
−Removed: We expect to complete the Pending ATC TIPL Transaction in the second half of 2024.
−Removed: The Pending ATC TIPL Transaction is subject to pre-closing terms, which may not be satisfied, as well as regulatory and governmental approval, which may prevent us from completing the transaction during 2024 or at all.
−Removed: Further, the Pending ATC TIPL Transaction agreement terms include representations and warranties by us that are supported by indemnification obligations, and breaches could require us to indemnify the buyer for certain events, which could result in adverse impact on the expected financial benefit we expect from the Pending ATC TIPL Transaction.
+Added: Furthermore, as we continue to engage in partnership opportunities to support our expansion initiatives, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could present challenges with multiple partners or expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that partnership or to execute buyouts of our partners’ interests.
Risks Related to Our Financial Performance or General Economic Conditions
−Removed: Our leverage and debt service obligations, including during a rising interest rates environment, may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and may reduce funds available to satisfy our distribution requirements.
+Added: Our leverage and debt service obligations, including during a high interest rates environment, may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and may reduce funds available to satisfy our distribution requirements.
Our leverage and debt service obligations could have significant negative consequences to our business, results of operations or financial condition, including:
1 unchanged sentence
• impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured;
−Removed: • limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets;
+Added: • limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring or building assets;
• limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
3 unchanged sentences
Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.
−Removed: Further, market volatility and disruption caused by factors such as inflation, rising interest rates and supply chain disruptions may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.
−Removed: The Federal Reserve Board began to raise interest rates in March 2022 for the first time in over three years, and increased the federal funds rate on four occasions during 2023.
−Removed: Such rate increases have corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets.
+Added: Further, market volatility and disruption caused by factors such as inflation, higher interest rates and supply chain disruptions may impact our ability to raise additional capital through debt and equity financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings.
+Added: Federal fund rates have been elevated for several years and, although there were several rate cuts in 2024, rates could remain at current elevated levels for an extended period of time.
+Added: Such elevated rates have a corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets.
The extent to which these factors will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation.
−Removed: Rising inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
−Removed: The United States and other large global economies experienced historically high inflation during 2022, which continued into 2023.
−Removed: The Federal Reserve Board and other central banks raised interest rates more aggressively and to their highest levels in the last four to five decades.
−Removed: Current and future inflationary effects may be driven by, among other things, supply chain
−Removed: disruptions, governmental stimulus or fiscal policies, as well as ongoing global military conflicts.
+Added: High inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
+Added: The United States and other large global economies experienced historically high inflation in recent years.
+Added: Current and future inflationary effects may be driven by, among other things, supply chain disruptions, changes in trade policies, governmental stimulus or fiscal policies, as well as ongoing global military conflicts.
Inflation can materially and adversely affect us by increasing the costs of land, materials, labor and other costs required to manage and grow our business.
−Removed: In addition, should inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators, our returns could be adversely affected.
−Removed: In an inflationary environment, such as the current economic environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation or our customers may be unwilling to pay contractual increases, which would reduce our profit margins and returns.
+Added: In addition, should
+Added: inflation rates exceed our fixed escalator percentages in markets where our leases include fixed escalators, our returns could be adversely affected.
+Added: In an inflationary environment, such as the current economic environment, depending on the terms of our contracts and other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation or our customers may be unwilling to pay contractual increases or demand discounts upon renewal, which would reduce our profit margins and returns.
If we are unable to increase our prices to offset the effects of inflation, our business, results of operations and financial condition could be materially and adversely affected.
−Removed: Rising inflation rates have also contributed to foreign currency exchange rate volatility, including in several of the markets where we operate.
−Removed: The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations, financial condition or the underlying value of foreign subsidiaries.
+Added: Inflation has also contributed to foreign currency exchange rate volatility, including in several of the markets where we operate.
+Added: The ongoing impact of inflation may continue to create foreign exchange rate instability in our international markets, including in markets such as Africa and Latin America, that could, in turn, depress the value of that market’s currency, thereby adversely impacting our business, results of operations, financial condition or the underlying value of foreign subsidiaries.
In addition, inflation is often accompanied by higher interest rates.
−Removed: The Federal Reserve Board and other central banks have recently raised interest rates to their highest levels in decades.
+Added: Although the Federal Reserve Board and other central banks began cutting interest rates in the latter part of 2024, interest rates remain above recent norms.
The combination of higher interest rates and high inflation could lead to an extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve.
18 unchanged sentences
Our international business operations and our potential expansion into additional new markets in the future expose us to potential adverse financial and operational problems not typically experienced in the United States.
−Removed: We anticipate that revenues from our international operations will continue to grow.
−Removed: Accordingly, our business is subject to risks associated with doing business internationally, including:
−Removed: • uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications infrastructure or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay;
+Added: Our business is subject to risks associated with doing business internationally, including:
+Added: • uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of
+Added: communications infrastructure or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay;
• failure to retain our tax status or to obtain an expected tax status for which we have applied;
−Removed: • expropriation resulting in government takeover of customer operations or governmental regulation restricting foreign ownership or requiring reversion or divestiture;
+Added: • expropriation resulting in government takeover of our or our customers’ operations;
+Added: • governmental regulation restricting foreign ownership or requiring reversion or divestiture;
• laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;
−Removed: • changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;
+Added: • changes in a specific country’s or region’s political or economic conditions, including inflation, currency devaluation, coup d’états and other violent and/or unplanned transitions of power;
• changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications infrastructure;
4 unchanged sentences
• significant increases in, or implementation of new, license surcharges on our revenue;
+Added: • anti-American sentiment or adverse impacts from United States trade or foreign policy;
• loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire;
9 unchanged sentences
In certain jurisdictions, these regulations, laws and treaties could be applied or be enforced retroactively.
−Removed: Zoning authorities and community organizations are sometimes opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer demands.
+Added: Zoning authorities and community organizations are sometimes opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower or data center construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer demands.
Existing or new regulatory policies, regulations or laws may materially and adversely affect the timing, cost or completion of our communications sites or result in changes in the competitive landscape that may negatively affect our business.
1 unchanged sentence
In addition, in certain jurisdictions, we and certain of our customers are required to pay annual licenses, fees or taxes, which may be subject to substantial increases by the government, or new fees may be enacted and applied retroactively.
+Added: In some instances, government regulation restricting foreign ownership of our customers could result in loss of revenue or penalties.
Governmental licenses may also be subject to periodic renewal and additional conditions to receive or maintain such license.
−Removed: Additionally, we
−Removed: have government customers for several of our communications sites and data centers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
+Added: Additionally, we have government customers for several of our communications sites and data centers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
Furthermore, the tax laws, regulations, applicable license terms and conditions, and interpretations governing our business, and that of our customers, in jurisdictions where we operate, may change at any time, potentially with retroactive effect.
1 unchanged sentence
This includes changes in tax laws, transfer pricing regulations, spectrum use terms, administrative compliance guidance or judicial interpretations thereof.
−Removed: For example, the definition and application of adjusted gross revenue (“AGR”) in India and associated fees and charges may have a material financial impact on certain of our customers which could affect their ability to perform their obligations under agreements with us.
−Removed: In addition, as of January 1, 2024, we and our subsidiaries, in principle, would be subject to the Organization for Economic Cooperation and Development (OECD) Global Anti-Base Erosion Rules (more commonly referred to as the “Pillar 2 Rules”) as promulgated by jurisdictions.
+Added: In recent years, there have been some legislative proposals regarding tax laws applicable to REITs.
+Added: Any increases in tax liability could reduce the amount of cash available for other purposes.
+Added: In addition, as of January 1, 2024, we and our subsidiaries, in principle, would be subject to the Organization for Economic Cooperation and Development (OECD) Global Anti-Base Erosion Rules (more commonly referred to as the “Pillar 2 Rules”) as
+Added: promulgated by jurisdictions.
The Pillar 2 Rules can potentially lead to additional taxes (“Top-Up Tax”) when the effective tax rate (as defined by the Pillar 2 Rules) in a jurisdiction is below 15%.
7 unchanged sentences
In addition, there is an increased focus by many governments, regulators, investors, employees, customers and other stakeholders regarding environmental and energy policies relating to climate change, greenhouse gas emissions and other climate-related matters, including policies related to disclosure requirements.
−Removed: We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
−Removed: These governmental initiatives are becoming more stringent and may require us and our customers to make capital expenditures, such as investing in renewable energy solutions or internal compliance systems, which would result in increased costs for us and our customers.
+Added: Additionally, we will need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions, including in California and in the European Union.
+Added: These governmental initiatives are becoming more stringent and may require us and our customers to make capital expenditures, such as investing in internal compliance systems and personnel, which would result in increased costs for us.
Failure to comply with applicable laws and regulations or other requirements imposed on us could also lead to fines and/or lost revenue.
1 unchanged sentence
Our ability to achieve these goals are based on several factors, some of which are outside of our control including changing regulatory requirements, the pace of changes in technology and the availability of requisite financing.
+Added: With changes to our portfolio, such as the divestiture of India and the CoreSite Acquisition, our ability to meet these goals may also be impacted.
In addition, to meet our goals, we may need to expend significant resources, which could increase our operational costs.
16 unchanged sentences
Internal Revenue Service and state, local and foreign tax authorities.
−Removed: The results of an audit and examination of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and cash tax liability.
+Added: The results of an audit and examination of
+Added: previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and cash tax liability.
Furthermore, we have owned and may from time to time own direct and indirect ownership interests in subsidiary REITs, which must also comply with the same REIT requirements that we must satisfy, together with all other rules applicable to REITs.
11 unchanged sentences
In many cases, there are local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to the United States to help satisfy REIT distribution requirements.
+Added: Additionally, to the extent we have excess cash in foreign locations that could be used in, or is needed by, our U.S.
+Added: or foreign operations, we may incur significant foreign taxes to repatriate these funds, which would reduce the net amount ultimately available for such purposes.
We could have liability under environmental and occupational safety and health laws.
4 unchanged sentences
We may not be at all times in compliance with all environmental requirements.
−Removed: Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life
−Removed: safety regulations and ADA federal requirements.
+Added: Further, our data center properties are subject to various federal, state and local regulations, such as state and local fire and life safety regulations and ADA federal requirements.
We may be subject to potentially significant fines or penalties if we fail to comply with any of these requirements.
4 unchanged sentences
Risks Related to the Operation of Our Business
−Removed: Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of climate change) and other unforeseen events for which our insurance may not provide adequate coverage or result in increased insurance premiums.
−Removed: Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as hurricanes, ice and windstorms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the potential adverse effects of pandemics and acts of terrorism.
−Removed: During the past several years, we have seen an increase in severe weather events and expect this trend to continue due to climate change.
−Removed: Further, environmental liabilities, such as contamination, asbestos-containing building materials and mold or other air quality issues at some of our data centers, could arise and have a material adverse effect on our financial condition and performance.
−Removed: Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition.
−Removed: Additionally, our communications sites could be subject to attacks instigated by claims that the deployment of 5G networks is linked to adverse health effects.
−Removed: While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such as wildfire damage caused by our towers.
−Removed: Further, we may be liable for damage caused by towers that collapse for any number of reasons including structural deficiencies, which could harm our reputation and require us to incur costs for which we may not have adequate insurance coverage.
+Added: If we are unable to protect our rights to the land under our towers and buildings in which our data centers are located, it could adversely affect our business and operating results.
+Added: Our real property interests relating to our towers consist primarily of leasehold and sub-leasehold interests, fee interests, easements, licenses and rights-of-way.
+Added: A loss of these interests at a particular tower site may interfere with our ability to operate that tower site and generate revenues.
+Added: For various reasons, we may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to completing an acquisition of communications sites, which can affect our rights to access and operate a site.
+Added: From time to time, we also experience disputes with landowners regarding the terms of easements or ground agreements for land under towers, which can affect our ability to access and operate tower sites.
+Added: Further, for various reasons, landowners may not want to renew their ground agreements with us, they may lose their rights to the land, or they may transfer their land interests to third parties, including ground lease aggregators, which could affect our ability to renew ground agreements on commercially viable terms.
+Added: A significant number of the communications sites in our portfolio are located on land we lease pursuant to long-term operating leases.
+Added: Further, for various reasons, title to property interests in some of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States.
+Added: Our inability to protect our rights to the land under our towers may have a material adverse effect on our business, results of operations or financial condition.
+Added: We do not own the buildings for all of our data centers and our business could be harmed if we are unable to renew the leases for these data centers at favorable terms or at all, though we generally have the right to extend the terms of our leases when the primary terms of the leases expire.
+Added: Failure to increase operating revenues to sufficiently offset any potential increase in lease costs, including as a result of the current inflationary environment, would adversely impact our operating income.
+Added: We could also lose customers due to the disruptions in their operations caused by our inability to renew our data center leases.
+Added: Additionally, we rely on our landlords for basic maintenance of our leased data centers.
+Added: If such landlords have not maintained our leased properties sufficiently, we may be forced into an early exit from one or more of these data centers, which could be disruptive to our business or cause us to incur additional costs.
If we, or third parties on which we rely, experience technology failures, including cybersecurity incidents or the loss of personally identifiable information, we may incur substantial costs and suffer other negative consequences, which may include reputational damage.
9 unchanged sentences
However, there can be no assurance that these measures are or will be effective in preventing or limiting the impact of future cybersecurity incidents.
−Removed: As techniques used to breach security grow in frequency and sophistication, and are generally not recognized until launched against a target, we, or our vendors, may not be able to promptly
−Removed: detect that a cyber breach has occurred or implement security measures in a timely manner.
+Added: As techniques used to breach security grow in frequency and sophistication, and are generally not recognized until launched against a target, we, or our vendors, may not be able to promptly detect that a cyber breach has occurred or implement security measures in a timely manner.
If and when implemented, we, or our vendors, may not be able to determine the extent to which these measures could be circumvented.
2 unchanged sentences
The access to our customers’ networks and data, which is gained from these services, creates some risk that our customers’ networks or data will be improperly accessed.
−Removed: If we were held responsible for any such breach, it could result in a significant loss to us, including damage to our customer relationships, harm to our brand and reputation and legal liability.
+Added: If we were held
+Added: responsible for any such breach, it could result in a significant loss to us, including damage to our customer relationships, harm to our brand and reputation and legal liability.
Additionally, while we maintain insurance coverage for cybersecurity incidents, we may not have adequate insurance to cover the associated costs in the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, and we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks.
Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our operations, including our ability to correctly record, process and report financial information, our customers’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or confidential information (including information about our customers or landlords, or customer information on our fiber, data center or managed networks businesses), which could result in a loss of revenue, damage to our reputation, damage to our customer and vendor relationships, litigation, regulatory investigations and penalties under existing or future data privacy laws and require us to incur significant costs to remediate or otherwise resolve these issues.
−Removed: Our costs could increase and our revenues could decrease due to perceived health risks from radio emissions, especially if these perceived risks are substantiated.
+Added: Our expansion and operational initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.
+Added: As we continue to acquire and build communications sites and other communications infrastructure assets, including data center facilities and related assets, in our existing markets and expand into new markets, we are subject to a number of risks and uncertainties, including not meeting our return on investment criteria and financial objectives, increased costs, assumed liabilities and the diversion of managerial attention.
+Added: Achieving the benefits of acquisition and platform expansion initiatives depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel.
+Added: Integration may be difficult and unpredictable for many reasons, including, among other things, increased construction costs or supply chain disruptions, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations or with incomplete information.
+Added: We continue to seek to drive organizational improvement through a variety of actions, including operational and digital transformation, integration activities, strategic initiatives and business and operating model assessments.
+Added: These initiatives can be time-consuming, disruptive to operations, and costly in the short-term.
+Added: Successfully implementing these and other initiatives throughout our operations is critical to our future competitiveness and our ability to achieve long-term profitability.
+Added: However, we cannot be certain that these initiatives will be successful in creating profit margins sufficient to sustain our current operating structure and business.
+Added: Additionally, our future success depends upon our ability to recruit and retain the services of, among others, personnel with IT, data centers and telecommunications-related skills.
+Added: There may be competition in attracting qualified personnel, and we may experience difficulty retaining and motivating existing employees and attracting qualified personnel to fill key positions.
+Added: Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or other communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid.
+Added: Some of our acquired portfolios have included sites that do not meet our structural specifications, including sites that may be overburdened.
+Added: In these cases, beyond additional capital expenditures, general liability risks associated with such portfolios will exist until such time as those portfolios are upgraded or otherwise remedied.
+Added: In addition, integration may significantly burden management and internal resources, including through the potential loss or unavailability of key personnel.
+Added: Our international expansion initiatives are subject to additional risks, such as those described above, as well as our ability to comply with bribery and anti-corruption laws such as the Foreign Corrupt Practices Act (the “FCPA”) and similar local laws.
+Added: Moreover, we may fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity.
+Added: If we are not able to meet these integration challenges, we may not realize the benefits we expect from our acquired portfolios and businesses, and our business, financial condition and results of operations will be adversely affected.
+Added: Post-integration, certain operational complexities may remain into the mid- or long-term arising from the acquisition of assets from different sellers until they can be renegotiated, such as the requirement to manage multiple master lease agreements with differing terms with a single client.
+Added: We must safeguard our customers’ infrastructure and equipment located in our data centers and ensure our data centers remain operational at all times.
+Added: Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage.
+Added: These could result from numerous factors, including limited
+Added: power availability and grid distribution constraints due to current high demand, human error, equipment failure, physical, electronic and cybersecurity breaches, fire, earthquake, hurricane, flood, tornado and other natural disasters, extreme temperatures, water damage, fiber cuts, power loss, terrorist acts, sabotage and vandalism, global pandemics or health emergencies and failure of business partners.
+Added: We have service level commitment obligations to substantially all of our data center customers.
+Added: As a result, service interruptions, increased construction costs, significant equipment damage in our data centers and failing to recruit and develop qualified personnel could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures.
+Added: Because our data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our data centers could also result in lost profits or other indirect or consequential damages to our customers.
+Added: In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results.
+Added: Furthermore, we are dependent upon internet service providers, telecommunications carriers and utility providers, some of which have experienced significant system failures and outages in the past.
+Added: Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings.
+Added: If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be adversely impacted.
+Added: As a result of our acquisitions, we have a substantial amount of intangible assets and goodwill.
+Added: In accordance with accounting principles generally accepted in the United States (“GAAP”), we are required to assess our goodwill and other intangible assets annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired.
+Added: If, as a result of the factors noted above, the testing performed indicates that an asset may not be recoverable or the carrying value exceeds the fair value, we would be required to record a non-cash impairment charge in the period the determination is made.
+Added: Our platform expansion growth initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have an adverse effect on our business, results of operations or financial condition, and could limit our continued investments in such platform expansion initiatives.
+Added: Our towers, fiber networks, data centers or computer systems may be affected by natural disasters (including as a result of climate change), public perception of health risks and other unforeseen events for which our insurance may not provide adequate coverage or result in increased insurance premiums.
+Added: Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as hurricanes, ice and windstorms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the potential adverse effects of pandemics and acts of terrorism.
+Added: During the past several years, we have seen an increase in severe weather events and expect this trend to continue due to climate change.
+Added: Additionally, certain natural disasters or unforeseen events could lead to supply chain delays or shortages, which could impact our operational and financial performance.
+Added: Further, environmental liabilities, such as contamination, asbestos-containing building materials, lead or lead-based paint and mold or other air quality issues at some of our data centers, could arise and have a material adverse effect on our financial condition and performance.
+Added: Any damage or destruction to, or inability to access, our towers, fiber networks, data centers or computer systems may cause supply chain delays or impact our ability to provide services to our customers and lead to customer loss, which could have a material adverse effect on our business, results of operations or financial condition.
+Added: Additionally, our communications sites could be subject to attacks instigated by claims that the deployment of 5G or similar networks is linked to adverse health effects.
+Added: While we maintain insurance coverage for certain natural disasters, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new customers that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event, such as wildfire damage caused by our towers.
+Added: Further, we may be liable for damage caused by towers that collapse for any number of reasons including structural deficiencies, which could harm our reputation and require us to incur costs for which we may not have adequate insurance coverage.
Public perception of possible health risks associated with cellular and other wireless communications technology could slow the growth of wireless companies, which could in turn slow our growth.
In particular, negative public perception of, and regulations regarding, these perceived health risks, including claims that the deployment of 5G networks is linked to adverse health effects, could undermine the market acceptance of wireless communications services and increase opposition to the development and expansion of tower sites.
−Removed: If a scientific study, court decision or government agency ruling resulted in a finding that radio frequency emissions pose health risks to consumers, it could negatively impact our customers and the market for wireless services, which could materially and adversely affect our business, results of operations or financial condition.
−Removed: We do not maintain any significant insurance with respect to these matters.
−Removed: If we are unable to protect our rights to the land under our towers and buildings in which our data centers are located, it could adversely affect our business and operating results.
−Removed: Our real property interests relating to our towers consist primarily of leasehold and sub-leasehold interests, fee interests, easements, licenses and rights-of-way.
−Removed: A loss of these interests at a particular tower site may interfere with our ability to operate that tower site and generate revenues.
−Removed: For various reasons, we may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to completing an acquisition of communications sites, which can affect our rights to access and operate a site.
−Removed: From time to time, we also experience disputes with landowners regarding the terms of easements or ground agreements for land under towers, which can affect our ability to access and operate tower sites.
−Removed: Further, for various reasons, landowners may not want to renew their ground agreements with us, they may lose their rights to the land, or they may transfer their land interests to third parties, including ground lease aggregators, which could affect our ability to renew ground agreements on commercially viable terms.
−Removed: A significant number of the communications sites in our portfolio are located on land we lease pursuant to long-term operating leases.
−Removed: Further, for various reasons, title to property interests in some of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States.
−Removed: Our inability to protect our rights to the land under our towers may have a material adverse effect on our business, results of operations or financial condition.
−Removed: We do not own the buildings for all of our data centers and our business could be harmed if we are unable to renew the leases for these data centers at favorable terms or at all, though we generally have the right to extend the terms of our leases when the primary terms of the leases expire.
−Removed: Failure to increase operating revenues to sufficiently offset any potential increase in lease costs, including as a result of the current inflationary environment, would adversely impact our operating income.
−Removed: We could also lose customers due to the disruptions in their operations caused by our inability to renew our data center leases.
−Removed: Additionally, we rely on our landlords for basic maintenance of our leased data centers.
−Removed: If such landlords have not maintained our leased properties sufficiently, we may be forced into an early exit from one or more of these data centers, which could be disruptive to our business.
+Added: If a scientific study, court decision, government agency ruling, or misinformation, disinformation or
+Added: malinformation campaigns resulted in a finding that radio frequency emissions pose health risks to consumers, it could negatively impact our customers and the market for wireless services, which could materially and adversely affect our business, results of operations or financial condition.
If we are unable or choose not to exercise our rights to purchase towers that are subject to lease and sublease agreements at the end of the applicable period, our cash flows derived from those towers will be eliminated.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.