Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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.
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. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of December 31, 2024 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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Management’s Annual Report on Internal Control over Financial Reporting
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 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, 2024.
In making its assessment of internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) . Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting is effective.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements included in this Annual Report, has issued an attestation report on management’s internal control over financial reporting, which is included in this Item 9A under the caption “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of American Tower Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 25, 2025
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ITEM 9B. OTHER INFORMATION.
(c) Insider Trading Arrangements and Policies
Rule 10b5-1 Plans
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and their respective ages and positions as of February 18, 2025 are set forth below:
Steven O. Vondran 54 President and Chief Executive Officer
Rodney M. Smith 59 Executive Vice President, Chief Financial Officer and Treasurer
Ruth T. Dowling 55 Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
Juan A. Font 56 Senior Vice President, President and CEO, CoreSite
Sanjay Goel 57 Executive Vice President and President, Asia-Pacific
Robert J. Meyer 61 Senior Vice President and Chief Accounting Officer
Eugene M. Noel 56 Executive Vice President, Chief Operating Officer
Olivier Puech 57 Executive Vice President and President, International
Richard C. Rossi 49 Executive Vice President and President, U.S. Tower
Steven O. Vondran is our President and Chief Executive Officer. Mr. Vondran joined us in 2000 as a member of our corporate legal team and served in a variety of positions, including Senior Vice President, U.S. Leasing Operations, Senior Vice President and General Counsel, U.S. Tower Division, Executive Vice President, U.S. Tower Division, and most recently, Executive Vice President and Chief Operating Officer. Mr. Vondran joined the Cellular Telecommunications Industry Association (CTIA) board in September 2018, and he served on the board of the Wireless Infrastructure Association (WIA) between 2018 and 2024. Mr. Vondran is a member of the Business Roundtable. 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. Mr. Vondran currently serves on the board of directors of Ameren Corporation. 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.
Rodney M. Smith is our Executive Vice President, Chief Financial Officer and Treasurer. He is also chair of the board of directors of ATC Europe. Mr. Smith joined us in October 2009, and previously held the roles of Senior Vice President, Corporate Finance and Treasurer and Senior Vice President and Chief Financial Officer of American Tower’s U.S. Tower Division. Prior to joining us, Mr. Smith served as Executive Vice President, Chief Financial Officer and as a general board member of Lightower, a private equity backed wireless infrastructure company. Prior to Lightower, he served as Chief Financial Officer and Treasurer (and earlier as Vice President and Controller) for RoweCom, a publicly traded company with operations in eight countries. Early in his career, Mr. Smith held several leadership positions at Nextel Communications, including Director of Finance and General Manager of one of the company’s Northeast markets. Mr. Smith earned his M.B.A from Suffolk University, a Certificate of Accountancy from Bentley University and a Bachelor of Science in Finance from Merrimack College. He also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
Ruth T. Dowling is our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. She is also a member of the board of directors of ATC Europe and of CoreSite. Ms. Dowling joined us in 2011, and previously held the roles of Senior Vice President, Corporate Legal, and 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. Prior to joining us, Ms. Dowling was a partner and co-chair of the 150-member litigation department at Edwards Angell Palmer & Dodge LLP and clerked for the Honorable Fred I. Parker of the United States Second Circuit Court of Appeals. Ms. Dowling earned her law degree from Duke University School of Law and a Bachelor of Arts from the University of North Carolina Chapel Hill. She also serves as co-Executive Sponsor of American Tower’s employee resource group for women, WAATCH.
Juan A. Font is our Senior Vice President and President and CEO, CoreSite. He is also a member of the board of directors of ATC Europe. Mr. Font is responsible for leading the strategy, innovation and growth to achieve CoreSite’s vision of empowering a more connected future by increasing revenue growth and return on invested capital to the American Tower data center portfolio. Mr. Font joined CoreSite in 2010 and has held positions of increasing responsibility within the organization. He has more than 25 years of experience in general management, direct sales, business operations, and finance in the data center and telecommunications industries. Prior to joining CoreSite, Mr. Font held direct sales contributor roles with Equinix, covering strategic verticals. He also held positions of increasing responsibility with Teleglobe in financial management and business operations across European markets and increased his understanding of capital-intensive industries at The World Bank Group, where he oversaw investments in the power sector. Mr. Font received an M.B.A. from The Kogod School of Business at
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The American University and a Bachelor of Arts in Business Economics and Finance from the Universidad Complutense of Madrid.
Sanjay Goel is our Executive Vice President and President, Asia-Pacific. Mr. 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. Mr. 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. Mr. 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.
Robert J. Meyer is our Senior Vice President and Chief Accounting Officer. Mr. Meyer joined us in August 2008 as our Senior Vice President, Finance and Corporate Controller and served in that role until January 2020 when he was appointed to his current position. Prior to joining us, Mr. Meyer was with Bright Horizons Family Solutions since 1998, a provider of child care, early education and work/life consulting services, where he most recently served as Chief Accounting Officer. Mr. Meyer also served as Corporate Controller and Vice President of Finance while at Bright Horizons. Prior to that, from 1997 to 1998, Mr. Meyer served as Director of Financial Planning and Analysis at First Security Services Corp. Mr. 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. Mr. Meyer serves as non-executive chair on the board of directors of ATC CSR Foundation in India.
Eugene M. Noel is our Executive Vice President and Chief Operating Officer. He is also a member of the board of directors of CoreSite. Mr. Noel joined us in 2011, and previously held the roles of Executive Vice President and President, U.S. Tower Division and Senior Vice President and Chief Operating Officer, U.S. Tower Division. Mr. 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. Mr. 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. Mr. Noel is a board member of the WIA and a former board member of the Tower Families Foundation and Warriors4Wireless.
Olivier Puech is our Executive Vice President and President, International. Mr. Puech joined us in 2013 as Senior Vice President and CEO of Latin America and served in that role until October 2018 when he was appointed to his current position. Prior to joining us, Mr. Puech spent 25 years as a senior executive in the telecom and internet sectors of international organizations. Most recently, he was with Nokia where he held various leadership roles including Senior Vice President Americas, Senior Vice President Asia Pacific and Vice President Latin America. Before Nokia, Mr. Puech spent 12 years at Gemalto, where he last held the position of Vice President, Sales and Marketing with responsibility for South Europe, Eastern Europe and Latin America. Mr. Puech holds a Bachelor’s degree in International Business Administration from Ecole Supérieure De Commerce in Marseille, in France. He is fluent in English, French, Spanish, Italian and Portuguese.
Richard C. Rossi is our Executive Vice President and President, U.S. Tower. Prior to this role, Mr. Rossi served as our Senior Vice President and General Counsel, U.S. Tower Division, a position he had held since 2018. Mr. Rossi joined us in 2001 and served in various operational and legal roles for U.S. Tower, including Director of Contract Management and Vice President of Legal. Mr. Rossi received his J.D. from Boston College Law School and graduated magna cum laude from Providence College with a Bachelor of Arts degree in Political Science. Mr. Rossi serves on the board of directors of East Cambridge Savings Bank. Mr. Rossi also served as the chair for WIA’s Executive Advisory Committee.
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, 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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Insider Trading Policies and Procedures
We have adopted an Anti-Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Anti-Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.
ITEM 11. EXECUTIVE COMPENSATION
The information under “Compensation and Other Information Concerning Directors and Officers” from the Definitive Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information under “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” from the Definitive Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item pursuant to Item 404 of SEC Regulation S-K relating to approval of related party transactions 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(a) of SEC Regulation S-K relating to director independence is contained in the Definitive Proxy Statement under “Corporate Governance” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information under “Independent Auditor Fees and Other Matters” from the Definitive Proxy Statement is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
1. Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.
2. Financial Statement Schedules. American Tower Corporation and Subsidiaries Schedule III – Schedule of Real Estate and Accumulated Depreciation is filed herewith in response to this Item.
3. Exhibits.
Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.
The exhibits below are included, either by being filed herewith or by incorporation by reference, as part of this Annual Report on Form 10-K. Exhibits are identified according to the number assigned to them in Item 601 of SEC Regulation S-K. Documents that are incorporated by reference are identified by their Exhibit number as set forth in the filing from which they are incorporated by reference.
Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
2.1 Agreement and Plan of Merger by and between American Tower Corporation and American Tower REIT, Inc., dated as of August 24, 2011
8-K 001-14195 August 25, 2011 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
8-K 001-14195 January 3, 2012 3.1
3.2 Certificate of Merger, effective as of December 31, 2011
8-K 001-14195 January 3, 2012 3.2
3.3 Amended and Restated By-Laws of the Company, effective as of January 3, 2025
8-K 001-14195 January 7, 2025 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
8-K 001-14195 May 12, 2014 3.1
3.5 Certificate of Designations of the 5.50% Mandatory Convertible Preferred Stock, Series B, of the Company as filed with the Secretary of State of the State of Delaware, effective as of March 3, 2015
8-K 001-14195 March 3, 2015 3.1
4.1 Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee
S-3ASR 333-188812 May 23, 2013 4.12
4.2 Supplemental Indenture No. 3, dated as of May 7, 2015, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 4.000% Senior Notes due 2025
8-K 001-14195 May 7, 2015 4.1
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
4.3 Supplemental Indenture No. 4, dated as of January 12, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 4.400% Senior Notes due 2026
8-K 001-14195 January 12, 2016 4.1
4.4 Supplemental Indenture No. 5, dated as of May 13, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.375% Senior Notes due 2026
8-K 001-14195 May 13, 2016 4.1
4.5 Supplemental Indenture No. 6, dated as of September 30, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.125% Senior Notes due 2027
8-K 001-14195 September 30, 2016 4.1
4.6 Supplemental Indenture No. 7, dated as of April 6, 2017, to Indenture dated as of May 23, 2013, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.375% Senior Notes due 2025
8-K 001-14195 April 6, 2017 4.1
4.7 Supplemental Indenture No. 8, dated as of June 30, 2017, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.55% Senior Notes due 2027
8-K 001-14195 June 30, 2017 4.1
4.8 Supplemental Indenture No. 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 3.600% Senior Notes due 2028
8-K 001-14195 December 8, 2017 4.1
4.9 Supplemental Indenture No. 10, dated as of May 22, 2018, to Indenture dated as of May 23, 2013, by and among the Company and U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 1.950% Senior Notes due 2026
8-K 001-14195 May 22, 2018 4.1
4.10 Supplemental Indenture No. 11, dated as of March 15, 2019, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.950% Senior Notes due 2029
8-K 001-14195 March 15, 2019 4.1
4.11 Indenture dated as of June 4, 2019, by and between the Company and U.S. Bank National Association, as Trustee
S-3ASR 333-231931 June 4, 2019 4.22
4.12 Supplemental Indenture No. 1, dated as of June 13, 2019, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.950% Senior Notes due 2025 and the 3.800% Senior Notes due 2029
8-K 001-14195 June 13, 2019 4.1
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
4.13 Supplemental Indenture No. 2, dated as of October 3, 2019, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.750% Senior Notes due 2027 and the 3.700% Senior Notes due 2049
8-K 001-14195 October 3, 2019 4.1
4.14 Supplemental Indenture No. 3, dated as of January 10, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.400% Senior Notes due 2025 and the 2.900% Senior Notes due 2030
8-K 001-14195 January 10, 2020 4.1
4.15 Supplemental Indenture No. 4, dated as of June 3, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.300% Senior Notes due 2025, the 2.100% Senior Notes due 2030 and the 3.100% Senior Notes due 2050
8-K 001-14195 June 3, 2020 4.1
4.16 Supplemental Indenture No. 5, dated as of September 10, 2020, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032
8-K 001-14195 September 10, 2020 4.1
4.17 Supplemental Indenture No. 6, dated as of September 28, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.875% Senior Notes due 2030
8-K 001-14195 September 28, 2020 4.1
4.18 Supplemental Indenture No. 7, dated as of November 20, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.500% Senior Notes due 2028 and the 2.950% Senior Notes due 2051
8-K 001-14195 November 20, 2020 4.1
4.19 Supplemental Indenture No. 8, dated as of March 29, 2021, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.600% Senior Notes due 2026 and the 2.700% Senior Notes due 2031
8-K 001-14195 March 29, 2021 4.1
4.20 Supplemental Indenture No. 9, dated as of May 21, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.450% Senior Notes due 2027, the 0.875% Senior Notes due 2029 and the 1.250% Senior Notes due 2033
8-K 001-14195 May 21, 2021 4.1
4.21 Supplemental Indenture No. 10, dated as of September 27, 2021, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.450% Senior Notes due 2026 and the 2.300% Senior Notes due 2031
8-K 001-14195 September 27, 2021 4.1
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
4.22 Supplemental Indenture No. 11, dated as of October 5, 2021, to Indenture dated as of June 4, 2019, by and among the Company, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, for the 0.400% Senior Notes due 2027 and the 0.950% Senior Notes due 2030
8-K 001-14195 October 5, 2021 4.1
4.23 Supplemental Indenture No. 12, dated as of April 1, 2022, by and between American Tower Corporation and U.S. Bank Trust Company, National Association, as Trustee, for the 3.650% Senior Notes due 2027 and the 4.050% Senior Notes due 2032
8-K 001-14195 April 1, 2022 4.1
4.24 Indenture dated as of June 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee
S-3ASR 333-265348 June 1, 2022 4.32
4.25 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
4.26 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
4.27 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
4.28 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
4.29 Supplemental Indenture No. 5, dated as of March 7, 2024, to Indenture dated as of June 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee, for the 5.200% Senior Notes due 2029 and the 5.450% Senior Notes due 2034
8-K 001-14195 March 7, 2024 4.1
4.30 Supplemental Indenture No. 6, dated as of May 29, 2024, 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 3.900% Senior Notes due 2030 and the 4.100% Senior Notes due 2034
8-K 001-14195 May 29, 2024 4.1
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
4.31 Supplemental Indenture No. 7, dated as of November 21, 2024, 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 5.000% Senior Notes due 2030 and the 5.400% Senior Notes due 2035
8-K 001-14195 November 21, 2024 4.1
4.32 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
10-Q 001-14195 July 29, 2015 4.2
4.33 Series 2015-2 Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, 2015
10-Q 001-14195 July 29, 2015 4.4
4.34 Description of Registrant’s Securities
Filed herewith as Exhibit 4.34 — — —
10.1 American Tower Corporation 2000 Employee Stock Purchase Plan, as amended and restated
10-Q 001-14195 October 28, 2021 10.1
10.2* American Tower Corporation 2007 Equity Incentive Plan
DEF 14A 001-14195 March 22, 2017 Annex A
10.3* Amendment to American Tower Corporation 2007 Equity Incentive Plan
8-K 001-14195 March 14, 2017 10.1
10.4* Form of Restricted Stock Unit Agreement (U.S. Employee / Non-Employee Director) (For grants made 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
10.5* Form of Restricted Stock Unit Agreement (Non-U.S. Employee) (For grants made March 1, 2019 – September 30, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
10-K 001-14195 February 27, 2019 10.11
10.6* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made April 11, 2020 – September 30, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
8-K/A 001-14195 April 16, 2020 10.1
10.7* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made June 1, 2021 – September 30, 2023) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
10-Q 001-14195 July 29, 2021 10.1
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
10.8* Form of Restricted Stock Unit Agreement (Non-Employee Director) (For grants made December 5, 2022 – September 30, 2023) 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 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
10-K 001-14195 February 27, 2024 10.14
10.13* 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
10-K 001-14195 February 27, 2024 10.15
10.14* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made beginning February 28, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
8-K 001-14195 March 14, 2024 10.1
10.15* Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (Non-U.S. Employee) (For grants made beginning February 28, 2024) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended
8-K 001-14195 March 14, 2024 10.2
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. Bank National Association, as Trustee for American Tower Trust I, as Lender
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
10-Q 001-14195 May 1, 2013 10.2
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
10.19 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 National Association, as Trustee
10-Q 001-14195 May 2, 2018 10.3
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. Bank 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 May 2, 2018 10.4
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. the ALLTEL entities and American Towers, Inc. and American Tower Corporation, dated December 19, 2000
10-K 001-14195 April 2, 2001 2.2
10.24 Lease and Sublease, dated as of December 14, 2000, by and among SBC Tower Holdings LLC, Southern Towers, Inc., SBC Wireless, LLC and SpectraSite Holdings, Inc.
SpectraSite Holdings, Inc. Quarterly Report on Form 10-Q 000-27217 May 11, 2001 10.2
10.25** Amendment to Lease and Sublease, dated September 30, 2008, by and between SpectraSite, LLC, American Tower Asset Sub II, LLC, SBC Wireless, LLC and SBC Tower Holdings LLC
10-Q 001-14195 May 8, 2009 10.7
10.26* Summary Compensation Information for Current Named Executive Officers
8-K 001-14195 March 1, 2024 Item 5.02(e)
10.27 Form of Waiver and Termination Agreement
8-K 001-14195 March 5, 2009 10.4
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
10.28* American Tower Corporation Severance Plan, as Amended and Restated, as of January 1, 2024
10-K 001-14195 February 27, 2024 10.28
10.29* American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as of January 1, 2024
10-K 001-14195 February 27, 2024 10.29
10.30* Letter Agreement, dated as of February 5, 2024, by and between the Company and Steven O. Vondran
10-K 001-14195 February 27, 2024 10.31
10.31* Letter Agreement, dated as of January 3, 2025, by and between the Company and Eugene M. Noel
Filed herewith as Exhibit 10.31 — — —
10.32* Letter Agreement, dated as of January 3, 2025, by and between the Company and Richard Rossi
Filed herewith as Exhibit 10.32 — — —
10.33 Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of December 8, 2021, among the Company and certain of its subsidiaries, 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 10.29
10.34 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
10.35 Notice of Benchmark Replacement and Amendment No. 2, dated as of June 27, 2024, to the Third Amended and Restated Multicurrency Revolving Credit Agreement, 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 December 8, 2021, as further amended
10-Q 001-14195 July 30, 2024 10.1
10.36 Amendment No. 3 to the Third Amended and Restated Multicurrency Revolving Credit Agreement, dated as of January 28, 2025, 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, as further amended
Filed herewith as Exhibit 10.36 — — —
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
10.37 Fourth Amended and Restated Revolving Credit Agreement, dated as of December 8, 2021, among the Company, as Borrowers, 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
10.38 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
10.39 Amendment No. 2 to the Fourth Amended and Restated Revolving Credit Agreement, dated as of January 28, 2025, 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, as further amended
Filed herewith as Exhibit 10.39 — — —
10.40 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-K 001-14195 February 25, 2022 10.31
10.41 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
10.42 Amendment No. 2 to the Second Amended and Restated Term Loan Agreement, dated as of January 28, 2025, 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, as further amended
Filed herewith as Exhibit 10.42 — — —
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
10.43 Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications Inc.
10-K 001-14195 February 24, 2015 10.45
10.44 Master Prepaid Lease, dated as of March 27, 2015, among certain subsidiaries of the Company and Verizon Communications Inc.
10-Q 001-14195 April 30, 2015 10.8
10.45 Sale Site Master Lease Agreement, dated as of March 27, 2015, among certain subsidiaries of the Company, Verizon Communications Inc. and certain of its subsidiaries
10-Q 001-14195 April 30, 2015 10.9
10.46 MPL Site Master Lease Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC
10-Q 001-14195 April 30, 2015 10.10
10.47 Management Agreement, dated as of March 27, 2015, among Verizon Communications Inc., and certain of its subsidiaries and ATC Sequoia LLC
10-Q 001-14195 April 30, 2015 10.11
10.48 Agreement For the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.
10-K 001-14195 February 25, 2021 10.41
10.49 Agreement For the Sale and Purchase of the Towers LatAm Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.
10-K 001-14195 February 25, 2021 10.42
19.1 American Tower Corporation Anti-Insider Trading Policy
Filed herewith as Exhibit 19.1 — — —
21 Subsidiaries of the Company
Filed herewith as Exhibit 21 — — —
23 Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP
Filed herewith as Exhibit 23 — — —
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith as Exhibit 31.1 — — —
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith as Exhibit 31.2 — — —
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Incorporated By Reference
Exhibit No. Description of Document Form File No. Date of Filing Exhibit No.
32 Certifications filed pursuant to 18. U.S.C. Section 1350
Filed herewith as Exhibit 32 — — —
97 American Tower Corporation Compensation Recovery Policy
10-K 001-14195 February 27, 2024 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):
101.SCH—Inline XBRL Taxonomy Extension Schema Document
101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF—Inline XBRL Taxonomy Extension Definition
Filed herewith as Exhibit 101 — — —
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) — — — —
* Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3).
** The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and are marked by an asterisk.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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 25th day of February, 2025.
A MERICAN T OWER C ORPORATION
By: / S / STEVEN O. VONDRAN
Steven O. Vondran
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/ S / STEVEN O. VONDRAN
President and Chief Executive Officer (Principal Executive Officer), Director February 25, 2025
Steven O. Vondran
/ S / RODNEY M. SMITH
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 25, 2025
Rodney M. Smith
/ S / ROBERT J. MEYER
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 25, 2025
Robert J. Meyer
/ S / KELLY C. CHAMBLISS
Director February 25, 2025
Kelly C. Chambliss
/ S / TERESA H. CLARKE
Director February 25, 2025
Teresa H. Clarke
/ S / KENNETH R. FRANK
Director February 25, 2025
Kenneth R. Frank
/ S / ROBERT D. HORMATS
Director February 25, 2025
Robert D. Hormats
/ S / RAJESH KALATHUR
Director February 25, 2025
Rajesh Kalathur
/ S / GRACE D. LIEBLEIN
Director February 25, 2025
Grace D. Lieblein
/ S / CRAIG MACNAB
Director February 25, 2025
Craig Macnab
/S/ NEVILLE R. RAY
Director February 25, 2025
Neville R. Ray
/ S / JOANN A. REED
Director February 25, 2025
JoAnn A. Reed
/ S / PAMELA D. A. REEVE
Chair of the Board, Director February 25, 2025
Pamela D. A. Reeve
/S/ BRUCE L. TANNER Director February 25, 2025
Bruce L. Tanner
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
2
Consolidated Balance Sheets as of December 31, 2024 and 2023
4
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022
5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
6
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022
7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
8
Notes to Consolidated Financial Statements
9
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of American Tower Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Tower Corporation and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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.
Change in estimated useful life of tower assets - Refer to Notes 1, 3, 4, and 5 to the financial statements.
Critical Audit Matter Description
As described in Note 1 to the financial statements, the Company finalized its review of the estimated useful lives of its tower assets, effective as of January 1, 2024. The Company determined that the estimated useful life of its tower assets should be changed from 20 years to 30 years. Additionally, consistent with the useful life of the tower assets, the Company changed the useful life of certain intangible assets as well as lease terms used to measure the right of use assets and lease liabilities.
The Company accounted for the change in useful life as a change in accounting estimate and applied the change on a prospective basis beginning on January 1, 2024. Accordingly, the Company began depreciating its tower assets and amortizing certain intangible assets over the extended useful life. The change in useful life resulted in (i) a $515 million increase to the right of use assets and related lease liabilities as of January 1, 2024 and (ii) an estimated $730 million decrease in depreciation and amortization expense for the year ended December 31, 2024.
We identified the change in estimated useful life of tower assets as a critical audit matter due to the significant judgments made by management to support the useful life of the tower assets. There was a high degree of auditor judgment in evaluating
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management’s assumptions and estimates and required the assistance of valuation specialists to validate the appropriateness of assumptions made by management.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the change in estimated useful life of tower assets included the following, among others:
• We inquired of management and operations and engineering personnel to understand the process to build, inspect, and maintain tower assets.
• We inquired of management’s independent consultant to understand the processes and procedures that were used to develop the revised estimates of useful life.
• We utilized our fair value specialists that possess relevant engineering expertise to assist us with:
◦ Assessing the technical specifications of the Company’s towers and the Company’s operating procedures, as those specifications and procedures impact the useful life of the towers.
◦ Performing independent research on the useful life of towers.
• For a selection of countries, we tested the completeness and accuracy of the tower data used by the Company in supporting the change in estimated useful life.
• We tested the effectiveness of internal controls over the development of the estimates of the useful life of the tower assets and the controls over measuring and recognizing the financial statement impacts of the change in estimate.
• With the assistance of professionals in our firm having expertise in lease accounting, we evaluated the Company’s conclusions regarding the accounting for the impact of the change in estimated useful life of the tower assets on the right of use assets and operating lease liabilities.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 25, 2025
We have served as the Company’s auditor since 1997.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share count and per share data)
December 31, 2024 December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,999.6 $ 1,753.7
Restricted cash 108.6 119.7
Accounts receivable, net 540.0 547.5
Prepaid and other current assets 530.6 559.5
Current assets of discontinued operations — 729.6
Total current assets 3,178.8 3,710.0
PROPERTY AND EQUIPMENT, net 19,056.8 18,863.2
GOODWILL 11,768.1 12,083.5
OTHER INTANGIBLE ASSETS, net 14,474.3 15,932.3
DEFERRED TAX ASSET 122.7 179.1
DEFERRED RENT ASSET 3,710.2 3,478.2
RIGHT-OF-USE ASSET 8,089.6 8,205.1
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS 676.9 755.3
NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS — 2,820.9
TOTAL $ 61,077.4 $ 66,027.6
LIABILITIES
CURRENT LIABILITIES:
Accounts payable $ 240.8 $ 251.3
Accrued expenses 1,082.0 1,052.8
Distributions payable 780.3 906.2
Accrued interest 373.6 384.2
Current portion of operating lease liability 576.7 690.4
Current portion of long-term obligations 3,693.0 3,067.3
Unearned revenue 329.2 433.8
Current liabilities of discontinued operations — 463.3
Total current liabilities 7,075.6 7,249.3
LONG-TERM OBLIGATIONS 32,808.8 35,734.0
OPERATING LEASE LIABILITY 6,875.6 6,815.3
ASSET RETIREMENT OBLIGATIONS 2,393.8 2,080.0
DEFERRED TAX LIABILITY 1,262.0 1,310.6
OTHER NON-CURRENT LIABILITIES 1,012.9 1,149.8
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS — 823.2
Total liabilities 51,428.7 55,162.2
COMMITMENTS AND CONTINGENCIES
EQUITY (shares in thousands):
Common stock: $ 0.01 par value; 1,000,000 shares authorized; 478,388 and 477,300 shares issued; and 467,384 and 466,296 shares outstanding, respectively
4.8 4.8
Additional paid-in capital 15,057.3 14,872.9
Distributions in excess of earnings ( 4,424.1 ) ( 3,638.8 )
Accumulated other comprehensive loss ( 5,954.6 ) ( 5,739.5 )
Treasury stock ( 11,004 shares at cost)
( 1,301.2 ) ( 1,301.2 )
Total American Tower Corporation equity 3,382.2 4,198.2
Noncontrolling interests 6,266.5 6,667.2
Total equity 9,648.7 10,865.4
TOTAL $ 61,077.4 $ 66,027.6
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
Year Ended December 31,
2024 2023 2022
REVENUES:
Property $ 9,933.5 $ 9,869.2 $ 9,404.3
Services 193.7 143.0 241.1
Total operating revenues 10,127.2 10,012.2 9,645.4
OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
Property 2,481.8 2,501.4 2,461.8
Services 92.6 60.1 107.4
Depreciation, amortization and accretion 2,028.8 2,928.5 3,164.9
Selling, general, administrative and development expense 933.4 946.0 902.1
Other operating expense 74.1 370.7 270.6
Goodwill impairment — 80.0 —
Total operating expenses 5,610.7 6,886.7 6,906.8
OPERATING INCOME 4,516.5 3,125.5 2,738.6
OTHER INCOME (EXPENSE):
Interest income 135.2 118.6 49.1
Interest expense ( 1,404.5 ) ( 1,388.2 ) ( 1,136.0 )
Loss on retirement of long-term obligations — ( 0.3 ) ( 0.4 )
Other income (expense) (including foreign currency gains (losses) of $ 308.3 , $( 330.6 ), and $ 451.4 respectively)
377.6 ( 326.3 ) 434.7
Total other expense ( 891.7 ) ( 1,596.2 ) ( 652.6 )
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 3,624.8 1,529.3 2,086.0
Income tax provision ( 366.3 ) ( 90.8 ) ( 112.8 )
NET INCOME FROM CONTINUING OPERATIONS 3,258.5 1,438.5 1,973.2
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES ( 978.3 ) ( 71.4 ) ( 276.5 )
NET INCOME 2,280.2 1,367.1 1,696.7
Net (income) loss attributable to noncontrolling interests ( 25.2 ) 116.2 69.1
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $ 2,255.0 $ 1,483.3 $ 1,765.8
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $ 3,233.3 $ 1,554.7 $ 2,042.3
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $ ( 978.3 ) $ ( 71.4 ) $ ( 276.5 )
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income from continuing operations attributable to American Tower Corporation common stockholders $ 6.92 $ 3.34 $ 4.43
Basic net loss from discontinued operations attributable to American Tower Corporation common stockholders ( 2.09 ) ( 0.15 ) ( 0.60 )
Basic net income attributable to American Tower Corporation common stockholders $ 4.83 $ 3.18 $ 3.83
Diluted net income from continuing operations attributable to American Tower Corporation common stockholders $ 6.91 $ 3.33 $ 4.41
Diluted net loss from discontinued operations attributable to American Tower Corporation common stockholders ( 2.09 ) ( 0.15 ) ( 0.60 )
Diluted net income attributable to American Tower Corporation common stockholders $ 4.82 $ 3.18 $ 3.82
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC 467,011 466,063 461,519
DILUTED 468,120 467,162 462,750
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Year Ended December 31,
2024 2023 2022
Net income $ 2,280.2 $ 1,367.1 $ 1,696.7
Other comprehensive (loss) income:
Reclassification of cumulative translation adjustments associated with the sale of ATC TIPL 1,072.3 — —
Foreign currency translation adjustments, net of tax (benefit) expense of $( 0.8 ), $ 0.3 , and $( 0.8 ), respectively.
( 1,521.5 ) 60.2 ( 1,165.0 )
Other comprehensive (loss) income ( 449.2 ) 60.2 ( 1,165.0 )
Comprehensive income 1,831.0 1,427.3 531.7
Comprehensive loss attributable to noncontrolling interests 208.9 34.8 254.7
Comprehensive income attributable to American Tower Corporation stockholders $ 2,039.9 $ 1,462.1 $ 786.4
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, share counts in thousands)
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Other
Comprehensive
Loss Distributions
in Excess of
Earnings Noncontrolling
Interests Total
Equity
Issued
Shares Amount Shares Amount
BALANCE, JANUARY 1, 2022 466,687 $ 4.7 ( 10,915 ) $ ( 1,282.4 ) $ 12,240.2 $ ( 4,738.9 ) $ ( 1,142.4 ) $ 3,988.4 $ 9,069.6
Stock-based compensation related activity 676 0.0 — — 141.9 — — — 141.9
Issuance of common stock—stock purchase plan 75 0.0 — — 15.3 — — — 15.3
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 — — — — — ( 979.4 ) — ( 185.6 ) ( 1,165.0 )
Contributions from noncontrolling interest — — — — — — — 3,125.4 3,125.4
Distributions to noncontrolling interest — — — — — — — ( 23.0 ) ( 23.0 )
Common stock distributions declared — — — — — — ( 2,725.3 ) — ( 2,725.3 )
Net income (loss) — — — — — — 1,765.8 ( 69.1 ) 1,696.7
BALANCE, DECEMBER 31, 2022 476,623 $ 4.8 ( 11,004 ) $ ( 1,301.2 ) $ 14,689.0 $ ( 5,718.3 ) $ ( 2,101.9 ) $ 6,836.1 $ 12,408.5
Stock-based compensation related activity 586 0.0 — — 169.6 — — — 169.6
Issuance of common stock—stock purchase plan 91 0.0 — — 14.3 — — — 14.3
Foreign currency translation adjustment, net of tax — — — — — ( 21.2 ) — 81.4 60.2
Contributions from noncontrolling interest holders — — — — — — — 12.7 12.7
Distributions to noncontrolling interest holders — — — — — — — ( 146.8 ) ( 146.8 )
Common stock distributions declared — — — — — — ( 3,020.2 ) — ( 3,020.2 )
Net income (loss) — — — — — — 1,483.3 ( 116.2 ) 1,367.1
BALANCE, DECEMBER 31, 2023 477,300 $ 4.8 ( 11,004 ) $ ( 1,301.2 ) $ 14,872.9 $ ( 5,739.5 ) $ ( 3,638.8 ) $ 6,667.2 $ 10,865.4
Stock-based compensation related activity 998 0.0 — — 169.3 — — — 169.3
Issuance of common stock—stock purchase plan 90 0.0 — — 15.1 — — — 15.1
Foreign currency translation adjustment, net of tax — — — — — ( 1,287.4 ) — ( 234.1 ) ( 1,521.5 )
Reclassification of cumulative translation adjustments associated with sale of ATC TIPL — — — — — 1,072.3 — — 1,072.3
Contributions from noncontrolling interest holders — — — — — — — 154.6 154.6
Distributions to noncontrolling interest holders — — — — — — — ( 346.4 ) ( 346.4 )
Common stock distributions declared — — — — — — ( 3,040.3 ) — ( 3,040.3 )
Net income — — — — — — 2,255.0 25.2 2,280.2
BALANCE, DECEMBER 31, 2024 478,388 $ 4.8 ( 11,004 ) $ ( 1,301.2 ) $ 15,057.3 $ ( 5,954.6 ) $ ( 4,424.1 ) $ 6,266.5 $ 9,648.7
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions)
Year Ended December 31,
2024 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,280.2 $ 1,367.1 $ 1,696.7
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and accretion 2,124.8 3,086.5 3,355.1
Stock-based compensation expense 203.6 195.7 169.3
(Gain) loss on investments, unrealized foreign currency (gain) loss and other non-cash expense ( 380.1 ) 279.0 ( 401.2 )
Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses 96.6 739.9 684.3
Loss on early retirement of long-term obligations — 0.3 0.4
Loss on sale of ATC TIPL 1,245.5 — —
Amortization of deferred financing costs, debt discounts and premiums and other non-cash interest 54.1 49.8 47.5
Deferred income taxes 52.3 ( 182.0 ) ( 236.7 )
Changes in assets and liabilities, net of acquisitions:
Accounts receivable ( 103.4 ) ( 34.5 ) ( 78.6 )
Prepaid and other assets 32.8 ( 342.6 ) ( 196.1 )
Deferred rent asset ( 276.3 ) ( 472.0 ) ( 499.8 )
Right-of-use asset and Operating lease liability, net ( 20.6 ) ( 103.7 ) ( 9.3 )
Accounts payable and accrued expenses 48.0 ( 11.9 ) ( 48.2 )
Accrued interest ( 9.6 ) 128.6 6.6
Unearned revenue ( 79.3 ) ( 43.4 ) ( 818.9 )
Other non-current liabilities 21.9 65.6 25.1
Cash provided by operating activities 5,290.5 4,722.4 3,696.2
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities ( 1,590.0 ) ( 1,798.1 ) ( 1,873.6 )
Payments for acquisitions, net of cash acquired ( 123.0 ) ( 168.0 ) ( 549.0 )
Proceeds from sales of short-term investments and other non-current assets 253.2 17.3 19.6
Proceeds from the sale of ATC TIPL 2,158.8 — —
Deposits and other ( 288.4 ) 253.3 47.8
Cash provided by (used for) investing activities 410.6 ( 1,695.5 ) ( 2,355.2 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings, net 8.8 148.7 28.8
Borrowings under credit facilities 6,932.9 6,120.0 4,190.0
Proceeds from issuance of senior notes, net 3,568.6 5,678.3 1,293.6
Proceeds from issuance of securities in securitization transaction — 1,300.0 —
Repayments of notes payable, credit facilities, senior notes, secured debt, term loans and finance leases ( 12,429.6 ) ( 13,230.3 ) ( 9,625.5 )
Contributions from noncontrolling interest holders 104.7 4.1 3,120.8
Distributions to noncontrolling interest holders ( 390.8 ) ( 46.5 ) ( 10.9 )
Purchases of common stock — — ( 18.8 )
Proceeds from stock options and employee stock purchase plan 46.4 22.1 32.4
Distributions paid on common stock ( 3,074.9 ) ( 2,949.3 ) ( 2,630.4 )
Proceeds from the issuance of common stock, net — — 2,291.7
Deferred financing costs and other financing activities ( 218.5 ) ( 144.5 ) ( 94.9 )
Cash used for financing activities ( 5,452.4 ) ( 3,097.4 ) ( 1,423.2 )
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash ( 233.9 ) 23.2 ( 120.4 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH 14.8 ( 47.3 ) ( 202.6 )
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR 2,093.4 2,140.7 2,343.3
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR $ 2,108.2 $ 2,093.4 $ 2,140.7
See accompanying notes to consolidated financial statements.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business —American Tower Corporation (together with its subsidiaries, “ATC” or the “Company”) is one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. 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, 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 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.
The Company’s portfolio primarily consists of towers that it owns and towers that it operates pursuant to long-term lease arrangements, as well as distributed antenna system (“DAS”) networks, which provide seamless coverage solutions in certain in-building and outdoor wireless environments. 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 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. ATC’s principal domestic operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC. ATC conducts its international operations primarily through its subsidiary, American Tower International, Inc., which in turn conducts operations through its various international holding and operating subsidiaries and joint ventures.
The Company operates as a real estate investment trust for U.S. federal income tax purposes (“REIT”). 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 offsets its REIT taxable income and gains. However, the Company remains obligated to pay U.S. federal income taxes on earnings from its domestic taxable REIT subsidiaries (“TRSs”). In addition, the Company’s international assets and operations, regardless of their classification for U.S. tax purposes, continue to be subject to taxation in the jurisdictions where those assets are held or those operations are conducted.
The use of TRSs enables the Company to continue to engage in certain businesses and jurisdictions while complying with REIT qualification requirements. The Company may, from time to time, change the election of previously designated TRSs to be included as part of the REIT. As of December 31, 2024, the Company’s REIT-qualified businesses included its U.S. tower leasing business, a majority of its U.S. DAS networks business, its Services and Data Centers segments, as well as most of its operations in Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa, Spain and Uganda.
Principles of Consolidation and Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and those entities in which it has a controlling interest. Investments in entities that the Company does not control are accounted for using the equity method or as investments in equity securities, depending upon the Company’s ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions have been eliminated.
As of December 31, 2024, 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 controlling common equity interest of approximately 72 % in the Company’s U.S. data center business (Stonepeak (as defined and further discussed in note 15) holds approximately 28 % of the outstanding common equity and 100 % of the outstanding mandatorily convertible preferred equity). As of December 31, 2024, ATC Europe holds an 87 % and an 83 % controlling interest in subsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests). See note 15 for a discussion of changes to the Company’s noncontrolling interests during the years ended December 31, 2024 and 2023.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
ATC TIPL Transaction— On September 12, 2024, the Company completed the sale of its subsidiary ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which held the Company’s operations in India (the “ATC TIPL Transaction”). The divestiture qualified for presentation as discontinued operations. See note 22 for further discussion. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Asia-Pacific property segment. Historical financial information included in this Annual Report on Form 10-K has been adjusted to reflect the operating results of ATC TIPL as discontinued operations for all periods presented.
Australia & New Zealand— During the year ended December 31, 2024, the Company, through its subsidiary, ATC Asia Pacific Pte. Ltd., entered into agreements to sell 100 % of the ownership interests in its subsidiaries in Australia (“ATC Australia”) and New Zealand (“ATC New Zealand”). On November 11, 2024, the Company completed the sale of ATC Australia for total consideration of 63.4 million Australian Dollars (approximately $ 41.2 million at the date of closing). On December 11, 2024, the Company completed the sale of ATC New Zealand for total consideration of 62.5 million New Zealand Dollars (approximately $ 36.4 million at the date of closing). The Company recorded a gain on the sales of ATC Australia and ATC New Zealand of $ 8.5 million, which is included in Other operating expenses in the accompanying consolidated statements of operations. Prior to the divestitures, ATC Australia and ATC New Zealand’s operating results were included within the Africa & APAC property segment. The divestitures did not qualify for presentation as discontinued operations.
Change in Reportable Segments— During the fourth quarter of 2024, following recent divestitures, including the ATC TIPL Transaction, and changes to its organizational structure, the Company reviewed and changed its reportable segments. The Company’s Asia-Pacific (“APAC”) property segment and its Africa property segment were combined into the Africa & APAC property segment. As a result, the Company has six reportable segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than the Company’s data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 20. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Annual Report on Form 10-K has been adjusted to reflect the change in reportable segments.
Prior to the change in reportable segments in the fourth quarter of 2024, the Company reported its results in seven segments: U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.
Significant Accounting Policies and Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the accompanying consolidated financial statements. The significant estimates in the accompanying consolidated financial statements include impairment of long-lived assets (including goodwill), revenue recognition, rent expense and lease accounting, income taxes and accounting for business combinations and acquisitions of assets. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure.
Assets Held for Sale —The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell an asset (or group of assets), (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to be completed within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Typically, these criteria are all met when the relevant assets are under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing.
Assets classified as held for sale are reported at the lesser of the carrying value, or estimated fair value, less estimated costs to sell and are not depreciated. The Company reassesses the fair value less costs to sell of assets held for sale in each reporting period in which they are classified as held for sale. Gains (losses) on held for sale assets are recorded in Other operating income in the accompanying consolidated statements of operations.
Discontinued Operations —The Company classifies the results of operations related to a disposal of assets and liabilities (“the disposal group”) in discontinued operations in the consolidated statements of operations if all of the following criteria are met: (a) the operations and cash flows of the disposal group can be clearly distinguished from the rest of the Company, (b) the
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
disposal group meets the criteria to be classified as held for sale (as described above) or has been sold or disposed of by other means and (c) the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results.
The results of operations classified as discontinued operations are reported in Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations for all periods presented. Historical financial information included in the notes to the consolidated financial statements is adjusted to reflect the classification of results of operations as discontinued operations. See note 22 for a discussion of the results of operations classified as discontinued operations as of December 31, 2024.
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 60 % of its current-year revenues are derived from four 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 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 trade receivables and the related deferred rent assets by actively monitoring the creditworthiness of its customers. In recognizing customer revenue, the Company assesses the collectibility of both the amounts billed and the portion recognized in advance of billing on a straight-line basis. This assessment takes customer credit risk and business and industry conditions into consideration to ultimately determine the collectibility of the amounts billed. To the extent the amounts, based on management’s estimates, may not be collectible, revenue recognition is deferred until such point as collectibility is determined to be reasonably assured. Any amounts that were previously recognized as revenue and are subsequently determined to present a risk of collection are reserved as bad debt expense included in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
Accounts receivable is reported net of allowances for doubtful accounts related to estimated losses resulting from a customer’s inability to make required payments and allowances for amounts invoiced whose collectibility is not reasonably assured. These allowances are generally estimated based on payment patterns, days past due and collection history, and incorporate changes in economic conditions that may not be reflected in historical trends, such as customers in bankruptcy, liquidation or reorganization. Receivables are written-off against the allowances or reserves when they are determined to be uncollectible. Such determination includes analysis and consideration of the particular conditions of the account. Changes in the allowances were as follows:
Year Ended December 31,
2024 2023 2022
Balance as of January 1, $ 325.2 $ 217.8 $ 232.5
Current year increases 130.5 66.5 59.9
Write-offs, recoveries and other ( 51.6 ) 40.9 ( 74.6 )
Balance as of December 31, $ 404.1 $ 325.2 $ 217.8
Functional Currency —The functional currency of each of the Company’s foreign operating subsidiaries is normally the respective local currency, except for Argentina, Costa Rica, Ghana and Nigeria, where the functional currency is the U.S. Dollar. All foreign currency assets and liabilities held by the subsidiaries are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable fiscal reporting period and all foreign currency revenues and expenses are translated at the average monthly exchange rates. Translation adjustments are reflected in equity as a component of Accumulated other comprehensive loss (“AOCL”) in the consolidated balance sheets and included as a component of Comprehensive income in the consolidated statements of comprehensive income.
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 anticipated in the foreseeable future is reflected in AOCL in the consolidated balance sheets and included as a component of Comprehensive income.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company recorded the following net foreign currency (gains) losses:
Year Ended December 31,
2024 2023 2022
Foreign currency losses (gains) recorded in AOCL $ 660.8 $ ( 103.9 ) $ 336.7
Foreign currency (gains) losses recorded in Other expense ( 308.3 ) 330.6 ( 451.4 )
Total foreign currency losses (gains) $ 352.5 $ 226.7 $ ( 114.7 )
Adoption of Highly Inflationary Accounting in Ghana and Nigeria— The Ghanaian economy was deemed to be highly inflationary and, as a result, the Company adopted 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 became the U.S. Dollar. All monetary and non-monetary assets and liabilities were remeasured at the U.S. Dollar to Ghanaian Cedis exchange rate of 1 to 11.95 as of December 31, 2023. These amounts became 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.
The Nigerian economy was deemed to be highly inflationary and, as a result, the Company adopted highly inflationary accounting as of October 1, 2024 for its subsidiary in Nigeria. Under highly inflationary accounting, the functional currency of its subsidiary in Nigeria became the U.S. Dollar. All monetary and non-monetary assets and liabilities were remeasured at the U.S. Dollar to Nigerian Naira exchange rate of 1 to 1,669 as of September 30, 2024. These amounts became the new basis for those assets and liabilities as of October 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 September 30, 2024.
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. These changes are 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, and Nigeria’s assets and revenue are approximately 1 % and 4 % 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. The Company maintains its deposits at high-quality financial institutions and monitors the credit ratings of those institutions.
Restricted Cash— Restricted cash includes cash pledged as collateral to secure obligations and all cash whose use is otherwise limited by contractual provisions.
The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statements of cash flows is as follows:
Year Ended December 31,
2024 2023 2022
Cash and cash equivalents $ 1,999.6 $ 1,753.7 $ 1,548.9
Restricted cash 108.6 119.7 111.1
Cash and cash equivalents included in assets of discontinued operations — 219.6 479.5
Restricted cash included in assets of discontinued operations — 0.4 1.2
Total cash, cash equivalents and restricted cash $ 2,108.2 $ 2,093.4 $ 2,140.7
Property and Equipment —Property and equipment is recorded at cost or, in the case of acquired properties, at estimated fair value on the date acquired. Cost for self-constructed sites includes direct materials and labor and certain indirect costs associated with construction of the site, such as transportation costs, employee benefits and payroll taxes. The Company begins the capitalization of costs during the pre-construction period, which is the period during which costs are incurred to evaluate the site, and continues to capitalize costs until the site is substantially completed and ready for occupancy by a customer. Labor and related costs capitalized for the years ended December 31, 2024, 2023 and 2022 were $ 67.4 million, $ 62.1 million and $ 62.4 million, respectively.
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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. Augmentation and improvements that extend an asset’s useful life or enhance capacity are capitalized.
Depreciation expense is recorded using the straight-line method over the assets’ estimated useful lives. The Company finalized its review of the estimated useful lives of its tower assets during the first quarter of 2024. The Company now has over 20 years of operating history, and determined that it should modify its current estimates for asset lives based on its historical operating experience. The Company retained an independent consultant to assist the Company in completing this review and analysis. The Company previously depreciated 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 had historically estimated to be 20 years. The Company determined that the estimated useful life of its tower assets is 30 years, before taking into account residual value. 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. The Company accounted for the changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections , which were recorded prospectively beginning on January 1, 2024. On January 1, 2024, the Company began depreciating its towers and related intangible assets on a straight-line basis over the remaining estimated useful life of the tower, taking into account the extended useful life and residual value. The extension of the asset lives (i) resulted in an approximately $ 515 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 and (ii) resulted in an estimated $ 730 million ($ 649 million after tax, or an increase of $ 1.39 per diluted share) decrease in depreciation and amortization expense for the year ended December 31, 2024.
Towers or assets acquired through finance leases are recorded net at the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Property and equipment and assets held under finance leases are amortized over the shorter of the applicable lease term or the estimated useful life of the respective assets for periods generally not exceeding thirty years .
The Company reviews its asset portfolio for indicators of impairment on an individual site basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company reviews other long-lived assets 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 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.
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.
Goodwill is recorded in the applicable segment and assessed for impairment at the reporting unit level. The Company employs a discounted cash flow analysis when testing goodwill for impairment. 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 Company compares the fair value of the reporting unit, as calculated under an income approach using future discounted cash flows, to the carrying amount of the applicable reporting unit. If the carrying amount exceeds the fair value, an impairment loss would be recognized for the amount of the excess. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit.
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, which is recorded in Loss from discontinued operations in the accompanying consolidated statements of operations for the year ended December 31, 2023.
The results of the annual goodwill impairment test as of December 31, 2023 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 charge for the Spain reporting unit is recorded in Goodwill impairment in the accompanying consolidated statements of operations for the year ended December 31, 2023.
During the years ended December 31, 2024, 2023 and 2022, no other goodwill impairment was identified, as the fair value of each of the reporting units was in excess of its carrying amount.
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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 thirty 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.
The Company reviews its network location intangible assets for indicators of impairment on an individual tower basis. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. The Company monitors its tenant-related intangible assets on a tenant by tenant basis for indicators of impairment, such as high levels of turnover or attrition, the customer’s ability to meet its contractual obligations, non-renewal of a significant number of contracts or the cancellation or termination of a relationship. The Company assesses recoverability by determining whether the carrying amount of the related assets will be recovered primarily through projected undiscounted future cash flows. If the Company determines that the carrying amount of an asset may not be recoverable, the Company measures any impairment loss based on the projected future discounted cash flows to be provided from the asset or available market information relative to the asset’s fair value, as compared to the asset’s carrying amount. 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.
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.
Asset Retirement Obligations —When required, the Company recognizes the fair value of obligations to remove its assets and remediate the leased space upon which certain of its assets are located. Generally, the associated retirement costs are capitalized as part of the carrying amount of the related assets and depreciated over their estimated useful lives and the liability is accreted through the obligation’s estimated settlement date. Fair value estimates of asset retirement obligations generally involve discounting of estimated future cash flows associated with remediation costs. Periodic accretion of such liabilities due to the passage of time is included in Depreciation, amortization and accretion expense in the consolidated statements of operations. Adjustments are also made to the asset retirement obligation liability to reflect changes in the estimates of timing and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset. The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are: timing of asset removals; cost of asset removals; timing and number of site lease renewals; expected inflation rates; and credit-adjusted, risk-free interest rates that approximate the Company’s incremental borrowing rate.
The Company finalized its review of the estimated settlement dates for its asset retirement obligations during the first quarter of 2024. The Company now has over 20 years of operating history, and determined that 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. Based on its review and analysis, the Company concluded that a revision in the estimated settlement dates for its asset retirement obligations was appropriate. The Company accounted for the change in estimated settlement dates as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections , which was recorded prospectively beginning on January 1, 2024. The extension in the estimated settlement dates (i) resulted in a $ 470 million increase in the asset retirement obligation liability, with an offsetting adjustment made to the related long-lived tangible asset and an $ 875 million increase in the estimated undiscounted future cash outlay for asset retirement obligations, and (ii) resulted in an estimated $ 75 million decrease in accretion expense for the year ended December 31, 2024.
Income Taxes —As a REIT, the Company generally is not subject to U.S. federal income taxes on income generated by its REIT operations 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. federal income taxes on certain earnings and continues to be subject to taxation in its foreign jurisdictions. Accordingly, the consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date.
The 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. 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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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Company estimates the liabilities from uncertain tax positions, which are recorded in Other non-current liabilities in the consolidated balance sheet, unless expected to be paid within one year. The Company reports penalties and tax-related interest expense and interest income from tax refunds as a component of the income tax provision in the consolidated statements of operations.
Other Comprehensive Income (Loss) —Other comprehensive income (loss) refers to items excluded from net income that are recorded as an adjustment to equity, net of tax. The Company’s other comprehensive income (loss) primarily consisted of changes in fair value of effective derivative cash flow hedges, foreign currency translation adjustments, reclassification of unrealized losses on effective derivative cash flow hedges and other items. The AOCL balance included accumulated foreign currency translation losses of $ 6.0 billion, $ 5.7 billion and $ 5.7 billion as of December 31, 2024, 2023 and 2022, respectively.
Distributions —As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, the Company has distributed, and expects to continue to distribute, all or substantially all of its REIT taxable income after taking into consideration its utilization of net operating losses (“NOLs”).
The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will depend upon various factors, a number of which may be beyond the Company’s control, including the Company’s financial condition and operating cash flows, the amount required to maintain its qualification for taxation as a REIT and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in the Company’s existing and future debt and preferred equity instruments, the Company’s ability to utilize NOLs to offset the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs and other factors that the Board of Directors may deem relevant.
Acquisitions —For acquisitions that meet the definition of a business combination, the Company applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Company from the dates of the respective acquisitions. Any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. All other acquisitions are accounted for as asset acquisitions and the purchase price is allocated to the net assets acquired with no recognition of goodwill. The purchase price is not subsequently adjusted.
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life and productive capacity of the asset. 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.
Revenue —The Company’s revenue is derived from leasing the right to use its communications sites, the land on which the sites are located, the land underlying its 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. If the timing and pattern of the non-lease component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone selling prices and pattern of revenue recognition for each performance obligation. Revenue related to DAS networks and fiber and other related assets results from agreements with customers that are generally not accounted for as leases.
The Company’s revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable. Escalation clauses tied to a consumer price index (“CPI”), or other inflation-based indices, and other incentives present in lease agreements with the Company’s tenants, are excluded from the straight-line calculation. Total property straight-line revenues for the years ended December 31, 2024, 2023 and 2022 were $ 277.6 million, $ 465.4 million and $ 508.5 million, respectively.
Non-lease property revenue— Non-lease property revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements generally require that the Company provide the tenant the right to use available capacity on the applicable communications infrastructure. Performance obligations are satisfied
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
over time for the duration of the arrangements. Non-lease property revenue also includes revenue generated from interconnection offerings in the Company’s data center facilities. Interconnection offerings are generally contracted on a month-to-month basis and are cancellable by the Company or the data center customer at any time. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis.
Services revenue— The Company offers tower-related services in the United States. 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.
Some of the Company’s contracts with customers contain multiple performance obligations. For these arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is typically based on the price charged to customers in a stand-alone transaction.
Since most of the Company’s contracts are leases, costs to enter into lease arrangements are capitalized under the applicable lease accounting guidance. Costs incurred to obtain non-lease contracts that are capitalized primarily relate to DAS networks and are not material to the consolidated financial statements. The Company has excluded sales tax, value added tax and similar taxes from non-lease revenue.
Revenue is disaggregated by geography in a manner consistent with the Company’s business segments, which are discussed further in note 20. A summary of revenue disaggregated by source and geography is as follows:
Year Ended December 31, 2024
U.S. & Canada Africa & APAC (1) Europe Latin
America Data Centers Total
Non-lease property revenue $ 297.4 $ 29.5 $ 12.1 $ 109.2 $ 132.7 $ 580.9
Services revenue 193.7 — — — — 193.7
Total non-lease revenue $ 491.1 $ 29.5 $ 12.1 $ 109.2 $ 132.7 $ 774.6
Property lease revenue 4,950.7 1,178.5 822.6 1,608.7 792.1 9,352.6
Total revenue $ 5,441.8 $ 1,208.0 $ 834.7 $ 1,717.9 $ 924.8 $ 10,127.2
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
Year Ended December 31, 2023
U.S. & Canada Africa & APAC (1) Europe Latin
America Data Centers Total
Non-lease property revenue $ 322.4 $ 24.4 $ 13.5 $ 127.5 $ 116.5 $ 604.3
Services revenue 143.0 — — — — 143.0
Total non-lease revenue $ 465.4 $ 24.4 $ 13.5 $ 127.5 $ 116.5 $ 747.3
Property lease revenue 4,893.8 1,220.0 762.1 1,670.8 718.2 9,264.9
Total revenue $ 5,359.2 $ 1,244.4 $ 775.6 $ 1,798.3 $ 834.7 $ 10,012.2
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
Year Ended December 31, 2022
U.S. & Canada Africa & APAC (1) Europe Latin
America Data Centers Total
Non-lease property revenue $ 295.4 $ 27.4 $ 16.3 $ 154.5 $ 106.0 $ 599.6
Services revenue 241.1 — — — — 241.1
Total non-lease revenue $ 536.5 $ 27.4 $ 16.3 $ 154.5 $ 106.0 $ 840.7
Property lease revenue 4,710.9 1,176.4 719.4 1,537.4 660.6 8,804.7
Total revenue $ 5,247.4 $ 1,203.8 $ 735.7 $ 1,691.9 $ 766.6 $ 9,645.4
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
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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:
December 31, 2024 December 31, 2023
Accounts receivable $ 97.4 $ 73.0
Prepaids and other current assets 45.2 19.1
Notes receivable and other non-current assets 30.4 30.3
Unearned revenue (1) 86.7 90.7
Other non-current liabilities (1) 239.1 256.8
_______________
(1) Includes capital contributions related to DAS networks.
The Company records unearned revenue when payments are received from customers in advance of the completion of the Company’s performance obligations. Long-term unearned revenue is included in Other non-current liabilities.
During the year ended December 31, 2024, the Company recognized $ 116.8 million of revenue that was previously included in the contract liabilities balances, primarily arising from balances as of December 31, 2023.
The Company records unbilled receivables, which are included in Prepaids and other current assets, when it has completed a performance obligation prior to its ability to bill under the customer arrangement. Other contract assets are included in Notes receivable and other non-current assets. The Company recorded an immaterial change in unbilled receivables attributable to non-lease property revenue recognized during each of the years ended December 31, 2024 and 2023. The changes in contract assets attributable to revenue recognized during the years ended December 31, 2024 and 2023 were immaterial.
The Company does not disclose the value of unsatisfied performance obligations for agreements (i) with an original expected length of one year or less or (ii) for which it recognizes revenue at the amount to which it has the right to invoice for services performed.
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 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. The right-of-use asset is measured as the sum of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any other applicable amounts. The Company reviews its right-of-use assets 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 reviews its right-of-use assets for indicators of impairment at the lowest level of identifiable cash flows, as part of its asset portfolio. Impairments primarily result from a site not having current tenant leases or from having expenses in excess of revenues. 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 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. When calculating the lease term, the Company considers the renewal, cancellation and termination rights available to the Company and the lessor. The Company determines the discount rate by calculating the incremental borrowing rate on a collateralized basis at the commencement of a lease or upon a change in the lease term.
Many of the leases underlying the Company’s sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable by the Company over time. In addition, certain of the Company’s tenant leases require the Company to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal option. The Company’s calculation of the lease liability includes the term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to the Company such that renewal appears to be reasonably assured.
The straight-line component of ground rent expense for the years ended December 31, 2024, 2023 and 2022 was $ 46.8 million, $ 24.4 million and $ 34.0 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. 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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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Stock-Based Compensation —Stock-based compensation expense is measured at the accounting measurement date based on the fair value of the award and is generally recognized as an expense over the service period, which typically represents the vesting period. 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 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. Threshold, target and maximum parameters are established for a three-year performance period at the time of grant. The metrics are used to calculate the number of shares that will be issuable when the awards vest, which may range from zero to 200 % of the target amounts. The Company recognizes compensation expense for PSUs over the three-year vesting period, subject to adjustment based on the date the employee becomes eligible for retirement benefits as well as performance relative to grant parameters. The Company’s PSUs granted in 2024 also include a market condition component.
The fair value of stock options is determined using the Black-Scholes option-pricing model and the fair value of RSUs and PSUs is based on the fair value of the Company’s common stock on the date of grant. For the component of the PSUs subject to a market condition, fair value is determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The Company recognizes all stock-based compensation expense in Selling, general, administrative and development expense.
In connection with the vesting of restricted stock units, the Company withholds from issuance a number of shares of common stock to satisfy certain employee tax withholding obligations arising from such vesting. The shares withheld are considered constructively retired. The Company recognizes the fair value of the shares withheld in Additional paid-in capital on the consolidated balance sheets. As of December 31, 2024, the Company has withheld from issuance an aggregate of 3.3 million shares, including 0.3 million shares related to the vesting of restricted stock units during the year ended December 31, 2024.
Litigation Costs —The Company periodically becomes involved in various claims and lawsuits that are incidental to its business. The Company regularly monitors the status of pending legal actions to evaluate both the magnitude and likelihood of any potential loss. The Company accrues for these potential losses when it is probable that a liability has been incurred and the amount of loss, or possible range of loss, can be reasonably estimated. Should the ultimate losses on contingencies or litigation vary from estimates, adjustments to those liabilities may be required. The Company also incurs legal costs in connection with these matters and records estimates of these expenses, which are reflected in Selling, general, administrative and development expense in the accompanying consolidated statements of operations.
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 (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.
Retirement Plan —The Company has a 401(k) plan covering nearly all eligible employees who meet certain age and employment requirements. For the years ended December 31, 2024, 2023 and 2022, the Company matched 100 % of the first 5 % of a participant's contributions. For the years ended December 31, 2024, 2023 and 2022, the Company contributed $ 15.0 million, $ 15.6 million and $ 15.8 million to the plan, respectively.
Stonepeak Development Partnership— During the year ended December 31, 2024, the Company entered into an agreement with Stonepeak (as defined in note 15) to form a joint venture to construct a new data center in Denver, CO (the “Stonepeak Development Partnership”). At formation, the Company contributed assets with a value of $ 14.6 million to the Stonepeak Development Partnership and acquired a minority ownership interest (Stonepeak holds the controlling interests). The Company accounts for the Stonepeak Development Partnership as an equity method investment. Under this method, investments are
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
recorded at cost, and are adjusted for the Company’s share of the entities’ income or loss and for distributions and contributions. The investment is recorded in Other non-current assets in the consolidated balance sheets.
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 adopted this guidance for the fiscal year ended December 31, 2024. The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures.
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.
In November 2024, the FASB issued guidance which is intended to improve the disclosures about a public business entity’s expenses, primarily through additional disclosures about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in each relevant expense caption presented on the face of the income statement within continuing operations. The guidance is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
2. PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
As of
December 31, 2024 December 31, 2023
Prepaid assets $ 82.6 $ 90.7
Prepaid income tax 77.2 62.7
Unbilled receivables 189.3 185.9
Value added tax and other consumption tax receivables 55.5 79.8
Other miscellaneous current assets 126.0 140.4
Prepaid and other current assets $ 530.6 $ 559.5
3. PROPERTY AND EQUIPMENT
Property and equipment (including assets held under finance leases) consisted of the following:
Estimated
Useful Lives (years) As of
December 31, 2024 December 31, 2023
Towers (1) Up to 30
$ 15,745.0 $ 15,499.9
Equipment (2) 3 - 20
4,921.8 4,480.5
Buildings and improvements Up to 40
3,786.3 3,775.1
Land and improvements (3) Up to 30
4,311.0 4,265.4
Construction-in-progress 1,298.4 1,355.4
Total 30,062.5 29,376.3
Less accumulated depreciation ( 11,005.7 ) ( 10,513.1 )
Property and equipment, net $ 19,056.8 $ 18,863.2
_______________
(1) Beginning on January 1, 2024, towers are amortized over the remaining estimated useful life of the tower, taking into account residual value, generally up to 30 years. Prior to January 1, 2024, towers were amortized over the shorter of the term of the corresponding ground lease, taking into consideration residual value, or the estimated useful life of the tower, generally up to 20 years.
(2) Includes fiber, DAS and data center related assets.
(3) Estimated useful lives apply to improvements only.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Total depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 1.1 billion, $ 1.4 billion and $ 1.5 billion, respectively. Depreciation expense includes amounts related to finance lease assets for the years ended December 31, 2024, 2023 and 2022 of $ 86.5 million, $ 138.5 million and $ 145.4 million, respectively.
Information about finance lease-related balances is as follows:
As of December 31,
Finance leases: Classification 2024 2023
Property and equipment Towers $ 2,786.9 $ 2,776.8
Accumulated depreciation ( 1,638.7 ) ( 1,581.3 )
Property and equipment, net $ 1,148.2 $ 1,195.5
Property and equipment Buildings and improvements $ 185.1 $ 192.6
Accumulated depreciation ( 106.5 ) ( 102.9 )
Property and equipment, net $ 78.6 $ 89.7
Property and equipment Land $ 130.6 $ 131.9
Accumulated depreciation ( 0.2 ) ( 0.1 )
Property and equipment, net $ 130.4 $ 131.8
Property and equipment Equipment $ 35.0 $ 41.6
Accumulated depreciation ( 11.4 ) ( 13.3 )
Property and equipment, net $ 23.6 $ 28.3
4. LEASES
The Company determines if an arrangement is a lease at the inception of the agreement. The Company considers an arrangement to be a lease if it conveys the right to control the use of the communications infrastructure or ground space underneath communications infrastructure for a period of time in exchange for consideration. The Company is both a lessor and a lessee.
Lessor —The Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of specifically-identified, physically distinct space on or in the Company’s communications real estate assets. The Company’s lease arrangements with its tenants for its communications sites vary depending upon the region and the industry of the tenant and generally have initial non-cancellable terms of five to ten years with multiple renewal terms. The leases also contain provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary index, or a combination of both. The Company structures its leases to include financial penalties if a tenant terminates the lease, which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term.
The Company’s leasing arrangements outside of the United States may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services. Many arrangements require that the communications site has power for a specified percentage of time. In most cases, if delivery of power falls below the specified service level, a corresponding reduction in revenue is recorded. The Company has determined that this performance obligation is satisfied over time for the duration of the lease. In addition, the Company provides power to its data center customers, which is passed through, or otherwise charged, to customers pursuant to the terms of the customer power arrangement. Customer power arrangements are coterminous with such customer’s underlying lease and have the same pattern of transfer over the lease term. This performance obligation is generally satisfied over time for the duration of the lease. Fixed power revenue is recognized each month over the term of the lease. For variable power arrangements, the Company recognizes revenue each month as the uncertainty related to the consideration is resolved.
The Company typically has more than one tenant on a site and, by performing ordinary course repair and maintenance work, can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing tenant lease term. Accordingly, the Company has minimal risk with respect to the residual value of its leased assets.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Communications infrastructure assets are depreciated over their estimated useful lives, which generally do not exceed thirty years .
As of December 31, 2024, 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.
Historically, the Company has been able to successfully renew its applicable leases as needed to ensure continuation of its revenue. Accordingly, the Company assumes that it will have access to the communications infrastructure or ground space underlying its sites when calculating future minimum rental receipts through the end of the respective terms. Future minimum rental receipts expected under non-cancellable operating lease agreements as of December 31, 2024, were as follows:
Fiscal Year Amount (1) (2)
2025 $ 7,749.4
2026 7,345.2
2027 7,196.5
2028 5,888.8
2029 5,536.1
Thereafter 20,040.7
Total $ 53,756.7
_______________
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
(2) Balances represent contractual amounts owned with no adjustments made for expected collectibility.
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, 2024, the remaining weighted average amortization period of the Company’s lease incentives wa s 10 years . As of December 31, 2024, Other current assets and Other non-current assets include $ 36.7 million and $ 328.7 million, respectively, for lease incentives. In addition, the Company’s leases do not include any lessee purchase options.
Lessee —The Company enters into arrangements as a lessee primarily for ground space underneath its communications sites. These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to ten years with one or more automatic or exercisable renewal periods and specified increases in lease payments upon renewal. The Company typically exercises its ground lease renewal options in order to utilize the assets used and provide ongoing tenant space on or in its communications sites through the end of the tenant lease term. Escalation clauses present in operating leases, excluding those tied to CPI or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the applicable lease as a component of rent expense. Additionally, the escalations tied to CPI or another inflation-based index are considered variable lease payments. In certain circumstances, the Company enters into revenue sharing arrangements with the ground space owner, which results in variability in lease payments. In most markets outside of the United States, in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties. Ground lease arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends, other financial obligations or other similar terms. The Company has entered into certain transactions whereby at the end of a lease, sublease or similar arrangement, the Company has the option to purchase the corresponding communications sites. These transactions are further described in note 18.
During the year ended December 31, 2024, as a result of the change in estimated useful lives of its assets as described in note 1, the Company reviewed its lease portfolio to determine whether additional renewal options were likely to be exercised. The Company concluded that these incremental renewals were lease modifications and has accounted for them accordingly. The extension of the asset lives resulted in an approximately $ 515 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.
The Company’s lease liability is the present value of the remaining minimum rental payments to be made over the remaining lease term, including renewal options reasonably certain to be exercised. The Company also considers termination options and factors those into the determination of lease payments when appropriate. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
communications site’s estimated economic life (generally thirty years ) and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1. During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 0.8 million, $ 6.7 million and $ 8.1 million, respectively, of impairment expense related to these assets.
As of December 31, 2024, the Company does not have any material related party leases as a lessee. 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, 2024, 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:
As of
December 31, 2024 December 31, 2023
Operating leases:
Right-of-use asset $ 8,089.6 $ 8,205.1
Current portion of lease liability $ 576.7 $ 690.4
Lease liability 6,875.6 6,815.3
Total operating lease liability $ 7,452.3 $ 7,505.7
Finance leases:
Current portion of lease liability $ 2.6 $ 3.4
Lease liability 14.0 17.2
Total finance lease liability $ 16.6 $ 20.6
As most of the Company’s leases do not specifically state an implicit rate, the Company uses a market-specific incremental borrowing rate consistent with the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised taking into consideration the economic and other factors noted above.
The weighted-average remaining lease terms and incremental borrowing rates are as follows:
As of
December 31, 2024 December 31, 2023
Operating leases:
Weighted-average remaining lease term (years) (1) 14.3 11.9
Weighted-average incremental borrowing rate 6.5 % 5.5 %
Finance leases:
Weighted-average remaining lease term (years) (1) 19.2 16.2
Weighted-average incremental borrowing rate 7.9 % 7.4 %
_______________
(1) As of December 31, 2024, reflects the change in estimated useful lives as described in note 1.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table sets forth the components of lease cost for the years ended December 31,:
2024 2023 2022
Operating lease cost $ 994.2 $ 1,084.1 $ 1,059.1
Variable lease costs not included in lease liability (1) 489.2 434.5 375.3
_______________
(1) Primarily includes property tax paid on behalf of the landlord.
The interest expense on finance lease liabilities was $ 1.0 million, $ 1.1 million and $ 1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Assets held under finance leases are recorded in property and equipment and are depreciated over the lesser of the remaining lease term or the remaining useful life.
Supplemental cash flow information is as follows for the years ended December 31,:
2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ ( 1,202.7 ) $ ( 1,264.8 ) $ ( 1,228.1 )
Operating cash flows from finance leases $ ( 1.0 ) $ ( 1.1 ) $ ( 1.1 )
Financing cash flows from finance leases $ ( 4.7 ) $ ( 6.2 ) $ ( 6.7 )
Non-cash items:
New operating leases (1) $ 230.0 $ 245.7 $ 402.4
Operating lease modifications and reassessments (2) $ 859.9 $ 405.9 $ 80.5
Reduction of operating lease liability due to the ATC TIPL Transaction $ ( 766.4 ) $ — $ —
_______________
(1) Amount includes new operating leases and leases acquired in connection with acquisitions.
(2) For the year ended December 31, 2024, reflects the change in estimated useful lives as described in note 1.
As of December 31, 2024, the Company does not have material operating or financing leases that have not yet commenced.
Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:
Fiscal Year Operating Lease (1) Finance Lease (1)
2025 $ 986.9 $ 4.2
2026 924.9 2.6
2027 886.1 2.1
2028 843.4 1.6
2029 801.7 1.2
Thereafter 7,088.1 19.5
Total lease payments 11,531.1 31.2
Less amounts representing interest ( 4,078.8 ) ( 14.6 )
Total lease liability 7,452.3 16.6
Less current portion of lease liability 576.7 2.6
Non-current lease liability $ 6,875.6 $ 14.0
_______________
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying value of goodwill for each of the Company’s business segments were as follows:
Property Services Total
U.S. & Canada Africa & APAC (1) Europe Latin America Data Centers
Balance as of December 31, 2022 $ 4,637.5 $ 556.1 $ 3,044.0 $ 915.5 $ 2,920.0 $ 2.0 $ 12,075.1
Impairments (2) — — ( 80.0 ) — — — ( 80.0 )
Other (3) — — — ( 20.7 ) — — ( 20.7 )
Effect of foreign currency translation 1.1 ( 51.2 ) 87.9 71.3 — — 109.1
Balance as of December 31, 2023 $ 4,638.6 $ 504.9 $ 3,051.9 $ 966.1 $ 2,920.0 $ 2.0 $ 12,083.5
Effect of foreign currency translation ( 3.9 ) 11.6 ( 189.6 ) ( 133.5 ) — — ( 315.4 )
Balance as of December 31, 2024 $ 4,634.7 $ 516.5 $ 2,862.3 $ 832.6 $ 2,920.0 $ 2.0 $ 11,768.1
_______________
(1) Excludes goodwill associated with the India reporting unit, which is reported as discontinued operations. See note 22 for further discussion.
(2) Includes $ 80.0 million of goodwill impairments associated with the Spain reporting unit.
(3) Other represents the goodwill associated with the sale of one of our subsidiaries in Mexico that held fiber assets (“Mexico Fiber”), which was sold during the year ended December 31, 2023.
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.
For the year ended 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 included 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 charge is recorded in Goodwill impairment in the consolidated statements of operations for the year ended December 31, 2023.
The Company’s other intangible assets subject to amortization consisted of the following:
As of December 31, 2024 As of December 31, 2023
Estimated Useful
Lives (years) (1) Gross
Carrying
Value Accumulated
Amortization Net Book
Value Gross
Carrying
Value Accumulated
Amortization Net Book
Value
Acquired network location intangibles (2) Up to 30
$ 5,365.4 $ ( 2,659.8 ) $ 2,705.6 $ 5,584.9 $ ( 2,622.8 ) $ 2,962.1
Acquired tenant-related intangibles Up to 30
17,666.0 ( 6,823.7 ) 10,842.3 18,328.3 ( 6,477.1 ) 11,851.2
Acquired licenses and other intangibles 2 - 30
1,406.8 ( 480.4 ) 926.4 1,560.7 ( 441.7 ) 1,119.0
Total other intangible assets $ 24,438.2 $ ( 9,963.9 ) $ 14,474.3 $ 25,473.9 $ ( 9,541.6 ) $ 15,932.3
_______________
(1) As of December 31, 2024, reflects the change in estimated useful lives as described in note 1.
(2) Beginning January 1, 2024, acquired network location intangibles are amortized over the remaining estimated useful life of the tower, taking into account residual value, generally up to 30 years, as the Company considers these intangibles to be directly related to the tower assets. Prior to January 1, 2024, acquired network location intangibles were amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or the estimated useful life of the tower, generally up to 20 years.
The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired tower communications infrastructure. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
acquisition or similar transaction, including assumptions regarding estimated renewals. Other intangibles represent the value of acquired licenses, trade name and in place leases. In place lease value represents the fair value of costs avoided in securing data center customers, including vacancy periods, legal costs and commissions. In place lease value also includes assumptions on similar costs avoided upon the renewal or extension of existing leases on a basis consistent with occupancy assumptions used in the fair value of other assets.
The Company amortizes its acquired intangible assets on a straight-line basis over their estimated useful lives. As of December 31, 2024, the remaining weighted average amortization period of the Company’s intangible assets wa s 20 years . Amortization of intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 892.0 million, $ 1.4 billion and $ 1.6 billion, respectively.
Based on current exchange rates, the Company expects to record amortization expense as follows over the next five years:
Fiscal Year Amount
2025 $ 847.1
2026 812.6
2027 797.0
2028 788.0
2029 771.4
6. ACQUISITIONS
The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets or rights acquired and liabilities assumed, with no recognition of goodwill. For those transactions treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date).
The fair value of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period for those acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date.
Impact of current year acquisitions —The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications sites and related assets. In the United States, acquisitions may also include data center facilities and related assets. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the year ended December 31, 2024 from the date of the respective acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may depend on, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Communications sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.
For those acquisitions accounted for as business combinations, the Company recognizes acquisition and merger related expenses in the period in which they are incurred and services are received; for transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price. 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, 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.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
During the years ended December 31, 2024, 2023 and 2022, 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,
2024 2023 2022
Acquisition, disposition and merger related expenses $ 3.3 $ 16.9 $ 57.0
Integration costs $ 8.9 $ 16.3 $ 45.0
During the years ended December 31, 2024, 2023 and 2022, the Company recorded net benefits of $ 23.4 million, $ 10.3 million and $ 11.9 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).
2024 Transactions
The estimated aggregate impact of the acquisitions completed in 2024 on the Company’s revenues and gross margin for the year ended December 31, 2024 was not material to the Company’s operating results. Acquisitions completed in 2024 were included in the Company’s U.S. & Canada and Europe property segments.
Other Acquisitions— During the year ended December 31, 2024, the Company acquired a total of 55 communications sites, as well as other communications infrastructure assets, in the United States, Canada and France for an aggregate purchase price of $ 51.5 million. Of the aggregate purchase price, $ 11.9 million, inclusive of value-added tax, is reflected as a payable in the consolidated balance sheet as of December 31, 2024. These acquisitions were accounted for as asset acquisitions and are included in the table below in “Other.”
The following table summarizes the allocations of the purchase prices for the fiscal year 2024 acquisitions based upon their estimated fair value at the date of acquisition:
Other
Current assets $ 2.7
Property and equipment 24.5
Intangible assets (1):
Tenant-related intangible assets 18.2
Network location intangible assets 4.6
Other non-current assets 3.3
Current liabilities ( 0.5 )
Other non-current liabilities ( 1.3 )
Net assets acquired 51.5
Fair value of net assets acquired 51.5
Purchase price $ 51.5
______________
(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.
In addition to the acquisitions discussed above, during the year ended December 31, 2024, the Company purchased 80 towers in connection with the AT&T transaction described in note 18 for an aggregate purchase price of $ 59.1 million. During the year ended December 31, 2024, the Company made 88.6 million EUR (approximately $ 92.8 million) of deferred payments, including post-closing adjustments, associated with the Company’s acquisition of the European and Latin American tower divisions from Telxius Telecom, S.A. in 2021 (the “Telxius Acquisition”), which is included in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
7. ACCRUED EXPENSES
Accrued expenses consisted of the following:
As of
December 31, 2024 December 31, 2023
Accrued construction costs $ 166.7 $ 180.0
Accrued income tax payable 20.6 16.3
Accrued pass-through costs 56.8 34.0
Amounts payable for acquisitions (1) 106.4 27.7
Amounts payable to tenants 74.7 102.5
Accrued property and real estate taxes 199.3 194.9
Accrued rent 54.7 51.8
Payroll and related withholdings 129.6 134.0
Other accrued expenses 273.2 311.6
Accrued expenses $ 1,082.0 $ 1,052.8
_______________
(1) As of December 31, 2024 includes $ 94.9 million of deferred payments, including post-closing adjustments, associated with the Telxius Acquisition due in 2025.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
8. LONG-TERM OBLIGATIONS
Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums and debt issuance costs, consisted of the following:
As of
December 31, 2024 December 31, 2023 Contractual Interest Rate (1) Maturity Date (1)
2021 Multicurrency Credit Facility (2) (3) $ — $ 723.4 — % July 1, 2026
2021 Term Loan (2) 997.9 997.0 5.562 % January 31, 2027
2021 Credit Facility (2) — 1,603.4 — % July 1, 2028
2021 EUR Three Year Delayed Draw Term Loan (3) (4) — 910.7 N/A N/A
0.600 % senior notes (5)
— 500.0 N/A N/A
5.00 % senior notes (6)
— 1,000.1 N/A N/A
3.375 % senior notes (7)
— 649.7 N/A N/A
2.950 % senior notes (8)
650.0 648.2 2.950 % January 15, 2025
2.400 % senior notes
749.7 748.5 2.400 % March 15, 2025
1.375 % senior notes (9)
517.3 550.0 1.375 % April 4, 2025
4.000 % senior notes
749.4 748.1 4.000 % June 1, 2025
1.300 % senior notes
499.3 498.3 1.300 % September 15, 2025
4.400 % senior notes
499.3 498.7 4.400 % February 15, 2026
1.600 % senior notes
698.5 697.4 1.600 % April 15, 2026
1.950 % senior notes (9)
516.4 549.6 1.950 % May 22, 2026
1.450 % senior notes
597.4 595.9 1.450 % September 15, 2026
3.375 % senior notes
996.6 994.7 3.375 % October 15, 2026
3.125 % senior notes
399.3 398.9 3.125 % January 15, 2027
2.750 % senior notes
748.0 747.0 2.750 % January 15, 2027
0.450 % senior notes (9)
774.1 824.3 0.450 % January 15, 2027
0.400 % senior notes (9)
515.0 548.2 0.400 % February 15, 2027
3.650 % senior notes
646.4 644.8 3.650 % March 15, 2027
4.125 % senior notes (9)
618.5 658.6 4.125 % May 16, 2027
3.55 % senior notes
747.9 747.1 3.550 % July 15, 2027
3.600 % senior notes
697.0 696.0 3.600 % January 15, 2028
0.500 % senior notes (9)
772.6 822.8 0.500 % January 15, 2028
1.500 % senior notes
647.8 647.1 1.500 % January 31, 2028
5.500 % senior notes
695.0 693.6 5.500 % March 15, 2028
5.250 % senior notes
645.2 643.9 5.250 % July 15, 2028
5.800 % senior notes
744.6 743.4 5.800 % November 15, 2028
5.200 % senior notes
643.7 — 5.200 % February 15, 2029
3.950 % senior notes
594.8 593.7 3.950 % March 15, 2029
0.875 % senior notes (9)
773.0 823.7 0.875 % May 21, 2029
3.800 % senior notes
1,640.5 1,638.6 3.800 % August 15, 2029
2.900 % senior notes
745.1 744.2 2.900 % January 15, 2030
5.000 % senior notes
593.2 — 5.000 % January 31, 2030
3.900 % senior notes (9)
512.9 — 3.900 % May 16, 2030
2.100 % senior notes
744.1 743.1 2.100 % June 15, 2030
0.950 % senior notes (9)
512.6 546.0 0.950 % October 5, 2030
1.875 % senior notes
794.3 793.3 1.875 % October 15, 2030
2.700 % senior notes
695.6 695.0 2.700 % April 15, 2031
4.625 % senior notes (9)
511.7 545.2 4.625 % May 16, 2031
2.300 % senior notes
693.6 692.7 2.300 % September 15, 2031
1.000 % senior notes (9)
667.6 711.5 1.000 % January 15, 2032
4.050 % senior notes
643.7 642.9 4.050 % March 15, 2032
5.650 % senior notes
791.4 790.6 5.650 % March 15, 2033
1.250 % senior notes (9)
512.1 545.8 1.250 % May 21, 2033
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
5.550 % senior notes
841.4 840.6 5.550 % July 15, 2033
5.900 % senior notes
742.2 741.5 5.900 % November 15, 2033
5.450 % senior notes
640.6 — 5.450 % February 15, 2034
4.100 % senior notes (9)
510.5 — 4.100 % May 16, 2034
5.400 % senior notes
591.9 — 5.400 % January 31, 2035
3.700 % senior notes
592.6 592.4 3.700 % October 15, 2049
3.100 % senior notes
1,038.8 1,038.6 3.100 % June 15, 2050
2.950 % senior notes
1,023.8 1,023.2 2.950 % January 15, 2051
Total American Tower Corporation debt 34,174.9 36,472.0
Series 2015-2 Notes (10) 524.7 524.1 3.482 % June 16, 2025
Series 2018-1A Securities (11) 497.6 496.8 3.652 % March 15, 2028
Series 2023-1A Securities (12) 1,288.0 1,284.4 5.490 % March 15, 2028
Other subsidiary debt (13) (14) — 3.4 Various Various
Total American Tower subsidiary debt 2,310.3 2,308.7
Finance lease obligations 16.6 20.6
Total 36,501.8 38,801.3
Less current portion of long-term obligations ( 3,693.0 ) ( 3,067.3 )
Long-term obligations $ 32,808.8 $ 35,734.0
_______________
(1) Reflects interest rate or maturity date as of December 31, 2024.
(2) Accrues interest at a variable rate.
(3) As of December 31, 2023, reflects borrowings denominated in Euro (“EUR”) and, for the 2021 Multicurrency Credit Facility (as defined below), reflects borrowings denominated in both EUR and U.S. Dollars (“USD”).
(4) Repaid in full on May 21, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(5) Repaid in full on January 12, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(6) Repaid in full on February 14, 2024 using borrowings under the 2021 Multicurrency Credit Facility.
(7) Repaid in full on May 15, 2024 using borrowings under the 2021 Credit Facility (as defined below).
(8) Repaid in full on January 14, 2025 using cash on hand and borrowings under the 2021 Multicurrency Credit Facility.
(9) Notes are denominated in EUR.
(10) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(11) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(12) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2053.
(13) As of December 31, 2023, includes amounts drawn under letters of credit in Nigeria, which are denominated in USD.
(14) As of December 31, 2023, excludes borrowings under the India Term Loan (as defined in note 22), which is included within Current liabilities of discontinued operations in the consolidated balance sheets.
Current portion of long-term obligations — The Company’s current portion of long-term obligations primarily includes (i) $ 650.0 million aggregate principal amount of the Company’s 2.950 % senior unsecured notes due January 15, 2025 (the “ 2.950 % Notes”), (ii) $ 750.0 million aggregate principal amount of the Company’s 2.400 % senior unsecured notes due March 15, 2025, (iii) 500.0 million EUR aggregate principal amount of the Company’s 1.375 % senior unsecured notes due April 4, 2025, (iv) $ 750.0 million aggregate principal amount of the Company’s 4.000 % senior unsecured notes due June 1, 2025, (v) $ 500.0 million aggregate principal amount of the Company’s 1.300 % senior unsecured notes due September 15, 2025 and (vi) $ 525.0 million aggregate principal amount of the Company’s Secured Tower Revenue Notes, Series 2015-2, Class A due June 16, 2025.
American Tower Corporation Debt
Bank Facilities
2021 Multicurrency Credit Facility— During the year ended December 31, 2024, the Company borrowed an aggregate of $ 5.4 billion, including 0.9 billion EUR ($ 1.0 billion as of the borrowing date) and repaid an aggregate of $ 6.1 billion, including 1.1 billion EUR ($ 1.2 billion as of the repayment date), of revolving indebtedness under its $ 6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Multicurrency Credit Facility”). The Company used the borrowings to repay outstanding indebtedness, including the 0.600 % Notes, the 5.00 % Notes and the 2021 EUR Three Year Delayed Draw Term Loan (each as defined below), and for general corporate purposes. The Company used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2021 Multicurrency Credit Facility. As of December 31, 2024, there were no amounts outstanding under the 2021 Multicurrency Credit Facility.
2021 Credit Facility— During the year ended December 31, 2024, the Company borrowed an aggregate of $ 1.5 billion and repaid an aggregate of $ 3.1 billion of revolving indebtedness under its $ 4.0 billion senior unsecured revolving credit facility, as amended and restated on December 8, 2021, as further amended (the “2021 Credit Facility”). The Company used the borrowings to repay outstanding indebtedness, including the 3.375 % Notes (as defined below), and for general corporate purposes. As of December 31, 2024, there were no amounts outstanding under the 2021 Credit Facility.
Repayment of 2021 EUR Three Year Delayed Draw Term Loan— On May 21, 2024, the Company repaid all amounts outstanding under its 825 million EUR ($ 895.5 million as of the repayment date) unsecured term loan, as amended in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) using borrowings under the 2021 Multicurrency Credit Facility.
As of December 31, 2024, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, and the Company’s $ 1.0 billion unsecured term loan, as amended and restated in December 2021, as further amended (the “2021 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 $ — $ 5.2 July 1, 2026 (3) 1.125 % 0.110 %
2021 Credit Facility $ — $ 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
_______________
(1) Secured Overnight Financing Rate (“SOFR”) applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan.
(2) Fee on undrawn portion of each credit facility.
(3) Subject to two optional renewal periods.
Subsequent to December 31, 2024, the Company amended the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Term Loan, as further discussed in note 24.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, and the 2021 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.
Senior Notes
Repayments of Senior Notes
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.
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.
Repayment of 3.375 % Senior Notes —On May 15, 2024, the Company repaid $ 650.0 million aggregate principal amount of the Company’s 3.375 % senior unsecured notes due 2024 (the “ 3.375 % Notes”) upon their maturity. The 3.375 % Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 3.375 % Notes remained outstanding.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Offerings of Senior Notes
5.200 % Senior Notes and 5.450 % Senior Notes Offering— On March 7, 2024, the Company completed a registered public offering of $ 650.0 million aggregate principal amount of 5.200 % senior unsecured notes due 2029 (the “ 5.200 % Notes”) and $ 650.0 million aggregate principal amount of 5.450 % senior unsecured notes due 2034 (the “ 5.450 % Notes”). The net proceeds from this offering were approximately $ 1,281.3 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
3.900 % Senior Notes and 4.100 % Senior Notes Offering— On May 29, 2024, the Company completed a registered public offering of 500.0 million EUR ($ 540.1 million at the date of issuance) aggregate principal amount of 3.900 % senior unsecured notes due 2030 (the “ 3.900 % Notes”) and 500.0 million EUR ($ 540.1 million at the date of issuance) aggregate principal amount of 4.100 % senior unsecured notes due 2034 (the “ 4.100 % Notes”). The net proceeds from this offering were approximately 988.4 million EUR (approximately $ 1,067.5 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing EUR indebtedness under the 2021 Multicurrency Credit Facility.
5.000 % Senior Notes and 5.400 % Senior Notes Offering— On November 21, 2024, the Company completed a registered public offering of $ 600.0 million aggregate principal amount of 5.000 % senior unsecured notes due 2030 (the “ 5.000 % Notes”) and $ 600.0 million aggregate principal amount of 5.400 % senior unsecured notes due 2035 (the “ 5.400 % Notes” and, collectively with the 5.200 % Notes, the 5.450 % Notes, the 3.900 % Notes, the 4.100 % Notes and the 5.000 % Notes, the “Notes”). The net proceeds from this offering were approximately $ 1,183.7 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.
The following table outlines key terms related to the Company ’ s outstanding senior notes as of December 31, 2024:
Adjustments to Principal Amount (1)
Aggregate Principal Amount 2024 2023 Interest
payments due (2) Issue Date Par Call Date (3)
2.950 % Notes
$ 650.0 — ( 1.8 ) January 15 and July 15 June 13, 2019 December 15, 2024
2.400 % Notes
750.0 ( 0.3 ) ( 1.5 ) March 15 and September 15 January 10, 2020 February 15, 2025
1.375 % Notes (4)
517.7 ( 0.4 ) ( 1.9 ) April 4 April 6, 2017 January 4, 2025
4.000 % Notes
750.0 ( 0.6 ) ( 1.9 ) June 1 and December 1 May 7, 2015 March 1, 2025
1.300 % Notes
500.0 ( 0.7 ) ( 1.7 ) March 15 and September 15 June 3, 2020 August 15, 2025
4.400 % Notes
500.0 ( 0.7 ) ( 1.3 ) February 15 and August 15 January 12, 2016 November 15, 2025
1.600 % Notes
700.0 ( 1.5 ) ( 2.6 ) April 15 and October 15 March 29, 2021 March 15, 2026
1.950 % Notes (4)
517.7 ( 1.3 ) ( 2.3 ) May 22 May 22, 2018 February 22, 2026
1.450 % Notes
600.0 ( 2.6 ) ( 4.1 ) March 15 and September 15 September 27, 2021 August 15, 2026
3.375 % Notes
1,000.0 ( 3.4 ) ( 5.3 ) April 15 and October 15 May 13, 2016 July 15, 2026
3.125 % Notes
400.0 ( 0.7 ) ( 1.1 ) January 15 and July 15 September 30, 2016 October 15, 2026
2.750 % Notes
750.0 ( 2.0 ) ( 3.0 ) January 15 and July 15 October 3, 2019 November 15, 2026
0.450 % Notes (4)
776.5 ( 2.4 ) ( 3.6 ) January 15 May 21, 2021 November 15, 2026
0.400 % Notes (4)
517.7 ( 2.7 ) ( 3.7 ) February 15 October 5, 2021 December 15, 2026
3.650 % Notes
650.0 ( 3.6 ) ( 5.2 ) March 15 and September 15 April 1, 2022 February 15, 2027
4.125 % Notes (4)
621.2 ( 2.7 ) ( 3.7 ) May 16 May 16, 2023 March 16, 2027
3.55 % Notes
750.0 ( 2.1 ) ( 2.9 ) January 15 and July 15 June 30, 2017 April 15, 2027
3.600 % Notes
700.0 ( 3.0 ) ( 4.0 ) January 15 and July 15 December 8, 2017 October 15, 2027
0.500 % Notes (4)
776.5 ( 3.9 ) ( 5.1 ) January 15 September 10, 2020 October 15, 2027
1.500 % Notes
650.0 ( 2.2 ) ( 2.9 ) January 31 and July 31 November 20, 2020 November 30, 2027
5.500 % Notes
700.0 ( 5.0 ) ( 6.4 ) March 15 and September 15 March 3, 2023 February 15, 2028
5.250 % Notes
650.0 ( 4.8 ) ( 6.1 ) January 15 and July 15 May 25, 2023 June 15, 2028
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
5.800 % Notes
750.0 ( 5.4 ) ( 6.6 ) May 15 and November 15 September 15, 2023 October 15, 2028
5.200 % Notes
650.0 ( 6.3 ) — February 15 and August 15 March 7, 2024 January 15. 2029
3.950 % Notes
600.0 ( 5.2 ) ( 6.3 ) March 15 and September 15 March 15, 2019 December 15, 2028
0.875 % Notes (4)
776.5 ( 3.5 ) ( 4.2 ) May 21 May 21, 2021 February 21, 2029
3.800 % Notes
1,650.0 ( 9.5 ) ( 11.4 ) February 15 and August 15 June 13, 2019 May 15, 2029
2.900 % Notes
750.0 ( 4.9 ) ( 5.8 ) January 15 and July 15 January 10, 2020 October 15, 2029
5.000 % Notes
600.0 ( 6.8 ) — January 31 and July 31 November 21, 2024 December 31, 2029
3.900 % Notes (4)
517.7 ( 4.8 ) — May 16 May 29, 2024 February 16, 2030
2.100 % Notes
750.0 ( 5.9 ) ( 6.9 ) June 15 and December 15 June 3, 2020 March 15, 2030
0.950 % Notes (4)
517.7 ( 5.1 ) ( 5.9 ) October 5 October 5, 2021 July 5, 2030
1.875 % Notes
800.0 ( 5.7 ) ( 6.7 ) April 15 and October 15 September 28, 2020 July 15, 2030
2.700 % Notes
700.0 ( 4.4 ) ( 5.0 ) April 15 and October 15 March 29, 2021 January 15, 2031
4.625 % Notes (4)
517.7 ( 6.0 ) ( 6.7 ) May 16 May 16, 2023 February 16, 2031
2.300 % Notes
700.0 ( 6.4 ) ( 7.3 ) March 15 and September 15 September 27, 2021 June 15, 2031
1.000 % Notes (4)
672.9 ( 5.3 ) ( 6.0 ) January 15 September 10, 2020 October 15, 2031
4.050 % Notes
650.0 ( 6.3 ) ( 7.1 ) March 15 and September 15 April 1, 2022 December 15, 2031
5.650 % Notes
800.0 ( 8.6 ) ( 9.4 ) March 15 and September 15 March 3, 2023 December 15, 2032
1.250 % Notes (4)
517.7 ( 5.6 ) ( 6.1 ) May 21 May 21, 2021 February 21, 2033
5.550 % Notes
850.0 ( 8.6 ) ( 9.4 ) January 15 and July 15 May 25, 2023 April 15, 2033
5.900 % Notes
750.0 ( 7.8 ) ( 8.5 ) May 15 and November 15 September 15, 2023 August 15, 2033
5.450 % Notes
650.0 ( 9.4 ) — February 15 and August 15 March 7, 2024 November 15. 2033
4.100 % Notes (4)
517.7 ( 7.2 ) — May 16 May 29, 2024 February 16. 2034
5.400 % Notes
600.0 ( 8.1 ) — January 31 and July 31 November 21, 2024 October 31, 2034
3.700 % Notes
600.0 ( 7.4 ) ( 7.6 ) April 15 and October 15 October 3, 2019 April 15, 2049
3.100 % Notes (5)
1,050.0 ( 11.2 ) ( 11.4 ) June 15 and December 15 June 3, 2020 December 15, 2049
2.950 % Notes (6)
1,050.0 ( 26.2 ) ( 26.8 ) January 15 and July 15 November 20, 2020 July 15, 2050
_______________
(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. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.
(3) The Company may redeem the notes at any time, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes plus a make-whole premium, together with accrued interest to the redemption date. If 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) Notes are denominated in EUR.
(5) The original issue date for the initial 3.100 % Notes was June 3, 2020. The issue date for the reopened 3.100 % Notes was September 28, 2020.
(6) The original issue date for the initial 2.950 % Notes was November 20, 2020. The issue date for the reopened 2.950 % Notes was September 27, 2021.
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. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the notes, the Company may be required to repurchase all of the applicable notes at a purchase price equal to 101 % of the aggregate principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The notes rank equally in right of payment with all of the Company’s other senior unsecured debt obligations and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.
Each applicable supplemental indenture for the notes contains certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5 x Adjusted EBITDA,
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
as defined in the applicable supplemental indenture. As of December 31, 2024, the Company was in compliance with each of these covenants.
American Tower Subsidiary Debt
Securitizations
The Company has several securitizations in place. Cash flows generated by the communications sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to service the securitized debt and other obligations arising out of the securitizations. The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries.
American Tower Secured Revenue Notes, Series 2015-1, Class A and Series 2015-2, Class A —In May 2015, GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”), one of the Company’s wholly owned subsidiaries, refinanced existing debt with cash on hand and proceeds from a private issuance (the “2015 Securitization”) of $ 350.0 million of American Tower Secured Revenue Notes, Series 2015-1, Class A, which were subsequently repaid on the June 2020 payment date, and $ 525.0 million of American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes”).
The Series 2015-2 Notes were issued by GTP Acquisition Partners pursuant to a Third Amended and Restated Indenture and related series supplements, each dated as of May 29, 2015 (collectively, the “2015 Indenture”), between GTP Acquisition Partners and its subsidiaries (the “GTP Entities”) and The Bank of New York Mellon, as trustee. The effective weighted average life and interest rate of the 2015 Notes was 8.1 years and 3.029 %, respectively, as of the date of issuance.
The outstanding Series 2015-2 Notes are secured by (i) mortgages, deeds of trust and deeds to secure debt on substantially all of the 3,338 communications sites (the “2015 Secured Sites”) owned by the GTP Entities and their operating cash flows, (ii) a security interest in substantially all of the personal property and fixtures of the GTP Entities, including GTP Acquisition Partners’ equity interests in its subsidiaries and (iii) the rights of the GTP Entities under a management agreement. 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 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.
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 5,029 broadcast and wireless communications towers and related assets (the “Trust Sites”).
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”).
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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 %. 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. American Tower Holding Sub, LLC (the “Guarantor”), whose only material assets are its equity interests in each of the AMT Asset Subs, and American Tower Guarantor Sub, LLC whose only material asset is its equity interests in the Guarantor, have each guaranteed repayment of the Loan and pledged their equity interests in their respective subsidiary or subsidiaries as security for such payment obligations.
Under the terms of the Loan Agreement and the 2015 Indenture, amounts due will be paid from the cash flows generated by the Trust Sites or the 2015 Secured Sites, respectively, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the Loan Agreement or 2015 Indenture, as applicable. On a monthly basis, after payment of all required amounts under the Loan Agreement or 2015 Indenture, as applicable, including interest payments, subject to the conditions described below, the excess cash flows generated from the operation of such assets are released to the AMT Asset Subs or GTP Acquisition Partners, as applicable, which can then be distributed to, and used by, the Company.
In order to distribute any excess cash flow to the Company, the AMT Asset Subs and GTP Acquisition Partners must each maintain a specified debt service coverage ratio (the “DSCR”), which is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the Loan or the 2015 Notes, as applicable, that will be outstanding on the payment date following such date of determination. 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 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. During an amortization period, all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay the principal of the Loan or the Series 2015-2 Notes, as applicable, on each monthly payment date.
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 (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.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The Loan Agreement and the 2015 Indenture include operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, the AMT Asset Subs and the GTP Entities, as applicable, are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the Loan Agreement or the 2015 Indenture, as applicable). The organizational documents of the AMT Asset Subs and the GTP Entities contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors. The Loan Agreement and the 2015 Indenture also contain certain covenants that require the AMT Asset Subs or GTP Acquisition Partners, as applicable, to provide the respective trustee with regular financial reports and operating budgets, promptly notify such trustee of events of default and material breaches under the Loan Agreement and other agreements related to the Trust Sites or the 2015 Indenture and other agreements related to the 2015 Secured Sites, as applicable, and allow the applicable trustee reasonable access to the sites, including the right to conduct site investigations.
A failure to comply with the covenants in the Loan Agreement or the 2015 Indenture could prevent the AMT Asset Subs or GTP Acquisition Partners, as applicable, from distributing excess cash flow to the Company. Furthermore, if the AMT Asset Subs or GTP Acquisition Partners were to default on the Loan or the Series 2015-2 Notes, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the Trust Sites or the 2015 Secured Sites, respectively, in which case the Company could lose the revenue and cash flows associated with those assets. With respect to the Series 2015-2 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50 % of the aggregate outstanding principal of the Series 2015-2 Notes, declare such notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes.
Further, under the Loan Agreement and the 2015 Indenture, the AMT Asset Subs or GTP Acquisition Partners, respectively, are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, under the 2015 Indenture and in certain circumstances under the Loan Agreement, to reserve a portion of advance rents from tenants on the Trust Sites. Based on the terms of the Loan Agreement and the 2015 Indenture, all rental cash receipts received for each month are reserved for the succeeding month and held in an account controlled by the applicable trustee and then released. The $ 53.9 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, 2024 are classified as Restricted cash on the Company’s accompanying consolidated balance sheets.
Other Subsidiary Debt —As of December 31, 2023, the Company’s other subsidiary debt included drawn letters of credit in Nigeria (the “Nigeria Letters of Credit”).
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
2024 2023 2024 2023
Nigeria Letters of Credit (1) $ — $ 3.4 $ — $ 3.4 Various Various
_______________
(1) Denominated in USD. During the years ended December 31, 2024 and 2023, we drew on letters of credit in Nigeria. 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.
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.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Finance Lease Obligations —The Company’s finance lease obligations appro ximated $ 16.6 million and $ 20.6 million as of December 31, 2024 and 2023, respective ly. Finance lease obligations are described further in note 4.
Maturities — Aggregate principal maturities of long-term debt, including finance leases, for the next five years and thereafter are expected to be:
Fiscal Year Amount
2025 $ 3,693.0
2026 3,319.3
2027 5,466.7
2028 6,027.4
2029 3,677.0
Thereafter 14,572.9
Total cash obligations 36,756.3
Unamortized discounts, premiums and debt issuance costs, net ( 254.5 )
Balance as of December 31, 2024 $ 36,501.8
9. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
As of
December 31, 2024 December 31, 2023
Unearned revenue $ 520.9 $ 474.9
Other miscellaneous liabilities 492.0 674.9
Other non-current liabilities $ 1,012.9 $ 1,149.8
10. ASSET RETIREMENT OBLIGATIONS
The changes in the carrying amount of the Company’s asset retirement obligations were as follows:
2024 2023
Beginning balance as of January 1, $ 2,080.0 $ 1,973.0
Additions 15.5 12.0
Accretion expense (1) 35.5 112.7
Revisions in estimates (2) 304.1 ( 1.4 )
Settlements ( 41.3 ) ( 16.3 )
Balance as of December 31, $ 2,393.8 $ 2,080.0
_______________
(1) For the year ended December 31, 2024 reflects an estimated $ 75.0 million decrease in accretion expense related to the extension in the estimated settlement dates, as discussed in note 1.
(2) Revisions in estimates include a decrease to the liability of $ 125.0 million and an increase to the liability of $ 22.8 million related to foreign currency translation for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024 includes a $ 470.0 million increase in the asset retirement obligation liability related to the extension in the estimated settlement dates, as discussed in note 1.
As of December 31, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was $ 4.5 billion.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
11. 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. Below are the three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Items Measured at Fair Value on a Recurring Basis — The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:
December 31, 2024 December 31, 2023
Fair Value Measurements Using Fair Value Measurements Using
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets:
Investments in equity securities (1) $ 98.6 $ 5.3 — $ 28.2 $ 5.3 —
VIL OCDs (2) — — — — $ 192.3 —
_______________
(1) Investments in equity securities are recorded in Notes receivable and other non-current assets in the consolidated balance sheets at fair value. 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, 2024 and 2023 , the Company recognized unrealized gains of $ 70.4 million and $ 4.3 million, respectively, for equity securities held as of December 31, 2024.
(2) As of December 31, 2023, included within Current assets of discontinued operations in the consolidated balance sheets.
VIL Optionally Convertible Debentures —In February 2023, and as amended in August 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 TIPL, in exchange for VIL’s payment of certain amounts towards accounts receivables. The VIL OCDs were (a) to be repaid by VIL with interest or (b) convertible into equity of VIL. 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 accrued interest at a rate of 11.2 % annually. Interest was payable to ATC TIPL semi-annually, with the first payment received in September 2023.
On March 23, 2024, the Company converted an aggregate face value of 14.4 billion INR (approximately $ 172.7 million) of VIL OCDs into 1,440 million shares of equity of VIL (the “VIL Shares”).
On April 29, 2024, the Company completed the sale of 1,440 million VIL Shares at a price of 12.78 INR per share. The net proceeds for this transaction were approximately 18.0 billion INR (approximately $ 216.0 million at the date of settlement) after deducting commissions and fees.
On June 5, 2024, the Company completed the sale of the remaining aggregate face value of 1.6 billion INR (approximately $ 19.2 million) of the VIL OCDs. The net proceeds for this transaction, excluding accrued interest, were approximately 1.8 billion INR (approximately $ 22.0 million at the date of settlement) after deducting fees.
During the year ended December 31, 2024, the Company recognized a gain of $ 46.4 million on the sales of the VIL Shares and the VIL OCDs. The gains on the sales of the VIL Shares and the VIL OCDs are recorded in Loss from discontinued operations, net of taxes in the consolidated statements of operations in the current period. As of December 31, 2024, none of the VIL Shares or the VIL OCDs remained outstanding.
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AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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, 2024, long-lived assets held and used with a carrying value of $ 32.3 billion included assets of less than $ 0.1 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 $ 68.6 million. During the year ended December 31, 2023, long-lived assets held and used, including amounts presented as discontinued operations, 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. The asset impairment charges are recorded in Other operating expenses and Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations. 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 2024 and 2023 included the following:
Year Ended December 31,
2024 2023
Range Weighted Average Range Weighted Average
Terminal growth rates on cash flows (1) 2 % to 8 %
3 %
2 % to 7 %
3 %
Weighted average cost of capital (2) 6 % to 56 %
10 %
6 % to 46 %
10 %
_______________
(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 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, 2024 and 2023:
2024 2023
Towers and related assets 1 %
1 %
Acquired network location intangible assets 1 %
1 %
Acquired tenant-related intangible assets < 1 %
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 ATC TIPL Transaction. 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 during the year ended December 31, 2023. During the year ended December 31, 2023, the Company recorded a goodwill impairment of $ 322.0 million, as discussed further in note 22.
The Company performed its annual goodwill impairment test as of December 31, 2023 and 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:
2023
Terminal growth rates on cash flows 2 %
Weighted average cost of capital 7 %
During the year ended December 31, 2023, the Company recorded a goodwill impairment of $ 80.0 million related to Spain, as discussed further in note 5.
There were no other items measured at fair value on a nonrecurring basis during the years ended December 31, 2024 and 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Fair Value of Financial Instruments —The Company’s financial instruments for which the carrying value reasonably approximates fair value at December 31, 2024 and 2023 include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. The Company’s estimates of fair value of its long-term obligations, including the current portion, are based primarily upon reported market values. 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, 2024, the carrying value and fair value of long-term obligations, including the current portion, were $ 36.5 billion and $ 34.6 billion, respectively, of which $ 31.3 billion was measured using Level 1 inputs and $ 3.3 billion was measured using Level 2 inputs. As of December 31, 2023, the carrying value and fair value of long-term obligations, including the current portion, and amounts presented as discontinued operations, 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.
12. INCOME TAXES
Beginning in the taxable year ended December 31, 2012, the Company has filed, and intends to continue to file, U.S. federal income tax returns as a REIT, and its domestic TRSs filed, and intend to continue to file, separate tax returns as required. The Company also files tax returns in various states and countries. The Company’s state tax returns reflect different combinations of the Company’s subsidiaries and are dependent on the connection each subsidiary has with a particular state and form of organization. The following information pertains to the Company’s income taxes on a consolidated basis.
The income tax provision from continuing operations consisted of the following:
Year Ended December 31,
2024 2023 2022
Current:
Federal $ ( 1.1 ) $ ( 1.0 ) $ ( 6.5 )
State ( 8.0 ) ( 4.9 ) ( 5.8 )
Foreign ( 304.9 ) ( 253.0 ) ( 240.4 )
Deferred:
Federal ( 7.6 ) 1.8 ( 2.8 )
State ( 1.2 ) 0.8 0.8
Foreign ( 43.5 ) 165.5 141.9
Income tax provision $ ( 366.3 ) $ ( 90.8 ) $ ( 112.8 )
The effective tax rate (“ETR”) on income from continuing operations for the years ended December 31, 2024, 2023 and 2022 differs from the federal statutory rate primarily due to the Company’s qualification for taxation as a REIT, as well as adjustments for state and foreign items. 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, 2024, the increase in the income tax provision was primarily attributable to increased earnings in certain foreign jurisdictions, partially due to the impacts of the change in estimated useful lives on depreciation and amortization expense as described in note 1 and withholding taxes on equity distributions, including those related to the ATC TIPL Transaction, and management fees from certain foreign subsidiaries. Additionally, the income tax provision for the year ended December 31, 2024, included the reversal of valuation allowances of $ 20.5 million in foreign and domestic jurisdictions as compared to the reversal of valuation allowances of $ 87.2 million for the year ended December 31, 2023. The income tax provision for the year ended December 31, 2023 also included a benefit from the application of a tax law change in Kenya.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Reconciliation between the U.S. statutory rate and the effective rate from continuing operations is as follows:
Year Ended December 31,
2024 2023 2022
Statutory tax rate 21 % 21 % 21 %
Adjustment to reflect REIT status (1) ( 21 ) ( 21 ) ( 21 )
Foreign taxes 7 5 4
Foreign withholding taxes 3 4 3
Uncertain tax positions 1 4 2
Changes in tax laws — ( 2 ) —
Changes in valuation allowance ( 1 ) ( 5 ) ( 4 )
Effective tax rate 10 % 6 % 5 %
_______________
(1) As a result of the ability to utilize the dividends paid deduction to offset the Company’s REIT income and gains.
The domestic and foreign components of income from continuing operations before income taxes are as follows:
Year Ended December 31,
2024 2023 2022
United States $ 1,745.9 $ 1,371.4 $ 1,973.2
Foreign 1,878.9 157.9 112.8
Total $ 3,624.8 $ 1,529.3 $ 2,086.0
The components of the net deferred tax asset and liability and related valuation allowance were as follows:
December 31, 2024 December 31, 2023
Assets:
Operating lease liability $ 900.8 $ 964.2
Net operating loss carryforwards 212.0 276.4
Accrued asset retirement obligations 245.6 226.3
Stock-based compensation 9.9 8.5
Unearned revenue 19.8 35.8
Unrealized loss on foreign currency 25.6 20.8
Other accruals and allowances 46.1 40.3
Nondeductible interest 51.6 67.1
Tax credits (1) 311.2 147.3
Capital loss carryforwards (2) 293.1 175.0
Items not currently deductible and other 58.6 57.3
Liabilities:
Depreciation and amortization ( 1,566.0 ) ( 1,568.0 )
Right-of-use asset ( 907.0 ) ( 978.8 )
Deferred rent ( 116.3 ) ( 122.9 )
Other ( 42.6 ) ( 47.3 )
Subtotal ( 457.6 ) ( 698.0 )
Valuation allowance ( 681.7 ) ( 433.5 )
Net deferred tax liabilities $ ( 1,139.3 ) $ ( 1,131.5 )
_______________
(1) As of December 31, 2024 includes foreign tax credits determined to be available for use against taxable income.
(2) As of December 31, 2024 and 2023 includes amounts related to the sale of Mexico Fiber. As of December 31, 2024 also includes amounts related to the sale of ATC TIPL.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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. Management assesses the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Valuation allowances may be reversed if, based on changes in facts and circumstances, the net deferred tax assets have been determined to be realizable.
At December 31, 2024 and 2023, the Company has provided a valuation allowance of $ 681.7 million and $ 433.5 million, respectively, which primarily relates to foreign items. The increase in the valuation allowance for the year ending December 31, 2024 is due to uncertainty as to the timing of, and the Company’s ability to recover, net deferred tax assets in certain foreign operations in the foreseeable future, offset by reversals and fluctuations in foreign currency exchange rates. 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.
A summary of the activity in the valuation allowance is as follows:
2024 2023 2022
Balance as of January 1, $ 433.5 $ 335.7 $ 329.3
Additions (1) 305.6 249.1 93.9
Usage, expiration and reversals ( 20.5 ) ( 87.2 ) ( 76.5 )
Foreign currency translation ( 36.9 ) ( 64.1 ) ( 11.0 )
Balance as of December 31, $ 681.7 $ 433.5 $ 335.7
_______________
(1) Includes net charges to expense and allowances established due to acquisition and divestitures.
The recoverability of the Company’s deferred tax assets has been assessed utilizing projections based on its current operations. Accordingly, the recoverability of the deferred tax assets is not dependent on material asset sales or other non-routine transactions. 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, Uganda and the United Kingdom. Any tax consequences for future distributions have been recorded as deferred tax liabilities.
At December 31, 2024, the Company had net federal, state and foreign operating loss carryforwards available to reduce future taxable income. If not utilized, the Company’s NOLs expire as follows:
Years ended December 31, Federal State Foreign
2025 to 2029 $ 0.0 $ 168.7 $ 0.7
2030 to 2034 0.7 44.0 4.3
2035 to 2039 66.1 168.0 0.3
2040 to 2044 — 79.6 8.4
Indefinite carryforward 331.0 68.6 658.2
Total $ 397.8 $ 528.9 $ 671.9
As of December 31, 2024 and 2023, the total amount of unrecognized tax benefits that would impact the ETR, if recognized, is $ 101.3 million and $ 116.9 million, respectively. The amount of unrecognized tax benefits for the year ended December 31, 2024 includes additions to the Company’s existing tax positions of $ 11.6 million.
The Company expects the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe, or if the applicable statute of limitations lapses. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $ 20.9 million.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows:
Year Ended December 31,
2024 2023 2022
Balance at January 1 $ 116.9 $ 78.1 $ 67.4
Additions based on tax positions related to the current year 3.4 42.4 13.1
Additions and reductions for tax positions of prior years 6.9 0.5 18.2
Foreign currency ( 14.4 ) 3.9 ( 1.1 )
Reduction as a result of the lapse of statute of limitations ( 2.3 ) ( 2.1 ) ( 0.6 )
Reduction as a result of effective settlements ( 9.2 ) ( 5.9 ) ( 18.9 )
Balance at December 31 $ 101.3 $ 116.9 $ 78.1
During the year ended December 31, 2024, 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 $ 12.8 million in the liability for unrecognized tax benefits. 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, 2022, 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 $ 23.1 million in the liability for unrecognized tax benefits.
The Company recorded penalties and tax-related interest expense to the tax provision of $ 28.6 million, $ 21.8 million and $ 15.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company reduced its liability for penalties and income tax-related interest expense related to uncertain tax positions by $ 10.4 million, $ 9.7 million and $ 19.9 million, respectively, due to the expiration of the statute of limitations in certain jurisdictions and certain positions that were effectively settled.
As of December 31, 2024 and 2023, the total amount of accrued income tax-related interest and penalties included in the consolidated balance sheets were $ 58.5 million and $ 49.1 million, respectively.
The Company has filed for prior taxable years, and for its taxable year ended December 31, 2024 will file, numerous consolidated and separate income tax returns, including U.S. federal and state tax returns and foreign tax returns. The Company is subject to examination in the United States and various state and foreign jurisdictions for certain tax years. As a result of the Company’s ability to carryforward federal, state and foreign NOLs, the applicable tax years generally remain open to examination several years after the applicable loss carryforwards have been used or have expired. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. The Company believes that adequate provisions have been made for income taxes for all periods through December 31, 2024.
13. STOCK-BASED COMPENSATION
Summary of Stock-Based Compensation Plans —The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees. The Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards. 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. Awards granted prior to March 10, 2023 generally vest over four years for RSUs and stock options. 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. PSUs generally vest over three years . Stock options generally expire ten years from the date of grant. As of December 31, 2024, the Company had the ability to grant stock-based awards with respect to an aggregate of 3.3 million shares of common stock under the 2007 Plan. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
During the years ended December 31, 2024, 2023 and 2022, the Company recorded the following stock-based compensation expenses in selling, general, administrative and development expense:
2024 (2) 2023 (3) 2022
Stock-based compensation expense (1) $ 192.7 $ 183.3 $ 161.7
_______________
(1) For the years ended December 31, 2024, 2023 and 2022, excludes $ 10.9 million, $ 12.4 million, and $ 7.6 million, respectively, of stock-based compensation expense related to ATC TIPL, which is included in Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations.
(2) For the year ended December 31, 2024, includes $ 11.5 million of accelerated stock-based compensation expense related to unvested and outstanding awards for certain former employees that vested upon termination in accordance with the Company’s severance plan.
(3) For the year ended December 31, 2023, excludes $ 7.6 million of stock-based compensation expense related to severance incurred as part of the Company’s restructuring plan as discussed in note 16 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, 2024, 2023 and 2022. The fair values of previously granted stock options were estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions at the date of grant.
The intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 43.3 million, $ 9.3 million and $ 34.3 million, respectively. As of December 31, 2024, there was no unrecognized compensation expense related to unvested stock options. The amount of cash received from the exercise of stock options was $ 31.3 million during the year ended December 31, 2024.
The Company’s option activity for the year ended December 31, 2024 was as follows (share and per share data disclosed in full amounts):
Options Weighted
Average
Exercise Price Per Share Weighted
Average
Remaining
Life (Years) Aggregate
Intrinsic Value
Outstanding as of January 1, 2024 766,955 $ 92.33
Granted — —
Exercised ( 350,283 ) 89.40
Forfeited — —
Expired — —
Outstanding as of December 31, 2024 416,672 $ 94.79 0.75 $ 36.9
Exercisable as of December 31, 2024 416,672 $ 94.79 0.75 $ 36.9
Vested as of December 31, 2024 416,672 $ 94.79 0.75 $ 36.9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table sets forth information regarding options outstanding at December 31, 2024 (share and per share data disclosed in full amounts):
Options Outstanding Options Exercisable
Range of Exercise
Price Per Share Outstanding
Number of
Options Weighted
Average Exercise
Price Per Share Weighted Average
Remaining Life
(Years) Options
Exercisable Weighted
Average Exercise
Price Per Share
$ 88.38 - $ 94.23
3,933 $ 90.86 0.61 3,933 $ 90.86
$ 94.57 - $ 94.71
408,258 94.65 0.74 408,258 94.65
$ 106.15 - $ 113.60
4,481 110.80 1.77 4,481 110.80
$ 88.38 - $ 113.60
416,672 $ 94.79 0.75 416,672 $ 94.79
Restricted Stock Units and Performance-Based Restricted Stock Units — The Company’s RSU and PSU activity for the year ended December 31, 2024 was as follows (share and per share data disclosed in full amounts):
RSUs Weighted Average Grant Date Fair Value PSUs Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2024 (1) 1,638,711 $ 210.94 363,488 $ 208.14
Granted (2) 698,626 207.27 122,042 215.46
Vested and Released (3) ( 822,455 ) 212.91 ( 144,925 ) 205.38
Forfeited ( 54,180 ) 210.80 ( 1,337 ) 187.01
Outstanding as of December 31, 2024 1,460,702 $ 208.09 339,268 $ 212.03
Expected to vest as of December 31, 2024 1,460,702 $ 208.09 339,268 $ 212.03
Vested and deferred as of December 31, 2024 (4) 21,078 $ 215.27 — $ —
_______________
(1) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2023 PSUs and the 2022 PSUs (each as defined below), or 118,684 shares and 98,542 shares, respectively, the shares issuable at the end of the three-year performance period for the PSUs granted in 2021 (the “2021 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 127,318 shares and the target remaining number of shares issuable at the end of the one-year performance period for PSUs granted to certain non-executive employees during the year ended December 31, 2023, net of forfeitures, or 18,944 shares (the “Retention PSUs”).
(2) PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2024 PSUs (as defined below), or 87,550 shares. PSUs also include the shares above target that are issuable for the 2022 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the three-year performance period, or 34,492 shares.
(3) RSUs include 63,905 shares accelerated related to the ATC TIPL Transaction. PSUs consist of shares vested pursuant to the 2021 PSUs and the Retention PSUs. There are no additional shares to be earned related to the 2021 PSUs or the Retention 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, 2024 was $ 201.8 million.
Restricted Stock Units— As of December 31, 2024, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $ 138.9 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).
Performance-Based Restricted Stock Units— During the year ended December 31, 2024, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of 87,550 PSUs (the “2024 PSUs”) to its executive officers and established the performance and market metrics for these awards. During the years ended December 31, 2023 and 2022, the Company’s Compensation Committee granted an aggregate of 118,684 PSUs (the “2023 PSUs”) and 98,542 PSUs (the “2022 PSUs”), respectively, to its executive officers and established the performance metrics for these awards.
Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 2024 PSUs, the 2023 PSUs and the 2022 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. At the end of each three-year performance period, the number of shares that vest will depend on the degree of achievement against the pre-established goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
The 2024 PSUs include a market condition component based on relative total shareholder return as measured against the REIT constituents included in the S&P 500 Index. For the component of the 2024 PSUs subject to a market condition, fair value is
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The grant date fair value of the market condition component of the 2024 PSUs is $ 216.11 .
Key assumptions used to apply this pricing model were as follows:
Year Ended December 31, 2024
Expected term (years) 2.81
Risk-free interest rate 4.31 %
Annualized volatility 26.75 %
During the year ended December 31, 2024, the Company recorded $ 33.7 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at December 31, 2024 was $ 4.4 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted-average period over which the cost will be recognized is less than one year .
ATC TIPL Transaction — Upon completion of the ATC TIPL Transaction, RSUs granted to certain employees in India that were unvested and outstanding immediately vested. The Company recognized $ 5.3 million of accelerated stock-based compensation expense for these awards during the year ended December 31, 2024, which is included in Loss from discontinued operations, net of taxes.
14. EQUITY
Dividends —The Company may pay dividends in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock.
Sales of Equity Securities —The Company receives proceeds from sales of its equity securities pursuant to the ESPP and upon exercise of stock options granted under the 2007 Plan. During the year ended December 31, 2024, the Company received an aggregate of $ 46.4 million in proceeds upon exercises of stock options and sales pursuant to the ESPP.
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, 2024, there were no repurchases under either of the Buyback Programs. As of December 31, 2024, 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, 2024, 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. 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.
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. Repurchases under the Buyback Programs are subject to, among other things, the Company having available cash to fund the repurchases.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Distributions — During the years ended December 31, 2024, 2023 and 2022, the Company declared the following cash distributions (per share data reflects actual amounts):
For the year ended December 31,
2024 2023 2022
Distribution
per share Aggregate
Payment Amount Distribution
per share Aggregate
Payment Amount Distribution
per share Aggregate
Payment Amount
Common Stock $ 6.48 $ 3,027.3 $ 6.45 $ 3,006.7 $ 5.86 $ 2,715.3
The following table characterizes the tax treatment of distributions declared per share of common stock.
For the year ended December 31,
2024 2023 2022
Per Share % Per Share % Per Share %
Common Stock
Ordinary dividend $ 6.5600 100.00 % $ 6.3100 100.00 % $ 4.3000 100.00 %
Capital gains distribution — — — — — —
Total $ 6.5600 (1) 100.00 % $ 6.3100 (2) 100.00 % $ 4.3000 (3) 100.00 %
_______________
(1) Excludes dividend declared on December 5, 2024 of $ 1.62 per share, which was paid on February 3, 2025 to common stockholders of record at the close of business on December 27, 2024 and which will apply to the 2025 tax year. Includes 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 applied to the 2024 tax year.
(2) 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 applied 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.
(3) 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.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. The amount accrued for distributions payable related to unvested restricted stock units was $ 22.5 million and $ 21.5 million as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the Company paid $ 12.0 million of distributions upon the vesting of restricted stock units. To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.
15. NONCONTROLLING INTERESTS
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 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 for total aggregate consideration of 2.6 billion EUR (approximately $ 3.1 billion at the date of closing).
As of December 31, 2024, 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.
Bangladesh Partnership —In August 2021, the Company acquired a 51 % controlling interest 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 2022, the Company entered into agreements 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 for total aggregate consideration of $ 3.1 billion, through an investment in common equity and mandatorily convertible preferred equity (the “Stonepeak Transaction”).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
As of December 31, 2024, the Company holds a common equity interest of approximately 72 % in its U.S. data center business, with Stonepeak holding approximately 28 % of the outstanding common equity and 100 % of the outstanding mandatorily convertible preferred equity. On a fully converted basis, which is expected to occur four years from August 2022, and on the basis of the currently outstanding equity, the Company will hold a controlling ownership interest of approximately 64 %, with Stonepeak holding approximately 36 %. The mandatorily convertible preferred equity, which accrues dividends at 5.0 %, will convert into common equity on a one for one basis, subject to adjustment that will be measured upon conversion.
Dividends to noncontrolling interests— Certain of the Company’s subsidiaries may, from time to time, declare dividends.
During the year ended December 31, 2024, the Company’s U.S. data center business declared distributions of $ 46.2 million related to the outstanding Stonepeak mandatorily convertible preferred equity (the “Stonepeak Preferred Distributions”). As of December 31, 2024, 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”). During the year ended December 31, 2024, the Company’s U.S. data center business made distributions of $ 91.7 million related to the Stonepeak Common Dividend for the period from the initial closing of the Stonepeak Transaction in August 2022 through December 31, 2023, which was accrued for as of December 31, 2023. The $ 91.7 million distribution during the year ended December 31, 2024 included a noncash distribution of $ 37.5 million made in lieu of a common equity contribution from Stonepeak. Additionally, during the year ended December 31, 2024, the Company’s U.S. data center business declared and paid distributions of $ 47.4 million, related to the Stonepeak Common Dividend.
During the year ended December 31, 2024 , pursuant to the terms of the ownership agreements, ATC Europe C.V., one of the Company’s subsidiaries in the Netherlands, declared and paid aggregate dividends of 422.5 million EUR (approximately $ 465.1 million at the dates of payment), pursuant to the terms of the ownership agreements, to the Company, CDPQ and Allianz in proportion to their respective equity interests in ATC Europe C.V.
During the year ended December 31, 2024, pursuant to the terms of the ownership agreements, AT Rhine C.V., one of the Company’s subsidiaries in Germany, declared and paid aggregate dividends of 105.0 million EUR (approximately $ 115.6 million at the dates 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.
During the year ended December 31, 2024, pursuant to the terms of the ownership agreements, AT Iberia C.V., one of the Company’s subsidiaries in Spain, declared and paid aggregate dividends of 92.4 million EUR (approximately $ 98.9 million at the dates 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:
Year Ended December 31,
2024 2023
Balance as of January 1, $ 6,667.2 $ 6,836.1
Net income (loss) attributable to noncontrolling interests 25.2 ( 116.2 )
Foreign currency translation adjustment attributable to noncontrolling interests, net of tax ( 234.1 ) 81.4
Contributions from noncontrolling interest holders (1) 154.6 12.7
Distributions to noncontrolling interest holders ( 346.4 ) ( 146.8 )
Balance as of December 31, $ 6,266.5 $ 6,667.2
_______________
(1) For the year ended December 31, 2024 includes contributions from Stonepeak of $ 137.3 million, including a noncash contribution of $ 37.5 million made in lieu of Stonepeak’s receipt of the Stonepeak Common Dividend and a noncash contribution from PGGM of $ 12.4 million made in lieu of PGGM’s receipt of a distribution.
16. OTHER OPERATING EXPENSE
Other operating expense consists primarily of impairment charges, net losses on sales or disposals of assets and other operating expense items. 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
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(Tabular amounts in millions, unless otherwise disclosed)
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. 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- and disposition-related costs and integration costs.
Other operating expenses included the following for the years ended December 31,:
2024 2023 2022
Impairment charges $ 68.6 $ 200.0 $ 147.3
Net losses on sales or disposals of assets (1) 17.9 131.3 36.8
Other operating (income) expense (2) ( 12.4 ) 39.4 86.5
Total Other operating expenses $ 74.1 $ 370.7 $ 270.6
_______________
(1) For the year ended December 31, 2024, includes a gain on the sales of ATC Australia and ATC New Zealand of $ 8.5 million. For the year ended December 31, 2023, includes a net loss of $ 78.9 million on the sales of Mexico Fiber and ATC Poland.
(2) During the years ended December 31, 2024, 2023 and 2022, the Company recorded net benefits of $ 23.4 million, $ 10.3 million and $ 11.9 million related to pre-acquisition contingencies and settlements, respectively. For the year ended December 31, 2023, includes severance and related costs as discussed below.
Impairment charges included the following for the years ended December 31,:
2024 2023 2022
Tower and network location intangible assets $ 46.3 $ 93.7 $ 52.6
Tenant relationships (1) 13.5 90.2 79.5
Other (2) 8.8 16.1 15.2
Total impairment charges included in Other operating expense $ 68.6 $ 200.0 $ 147.3
Goodwill impairment (3) $ — $ 80.0 $ —
Total impairment charges $ 68.6 $ 280.0 $ 147.3
_______________
(1) During the year ended December 31, 2023, impairment charges related to impaired tenant relationships in Africa. During the year ended December 31, 2022, impairment charges primarily related to impaired tenant relationships related to fiber in Mexico.
(2) Includes impairment charges related to right-of-use assets.
(3) During the year ended December 31, 2023, includes goodwill impairment associated with the Spain reporting unit (as discussed in note 5).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Severance
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,:
2023
U.S. & Canada property $ 2.4
Africa property 0.7
Europe property 2.8
Latin America property 4.7
Services 3.4
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, were included in Payroll and related withholdings within Accrued expenses in the consolidated balance sheet as of December 31, 2023. There are no amounts outstanding related to the 2023 restructuring plan as of December 31, 2024.
The changes in the unpaid obligations for severance and related costs for the year ended December 31, 2023 were as follows:
2023
Beginning balance as of January 1, $ —
Additions 21.8
Payments ( 19.9 )
Balance as of December 31, $ 1.9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
17. EARNINGS PER COMMON SHARE
The following table sets forth basic and diluted net income per common share computational data for the years ended December 31, (shares in thousands, except per share data):
2024 2023 2022
Net income from continuing operations attributable to American Tower common stockholders $ 3,233.3 $ 1,554.7 $ 2,042.3
Net loss from discontinued operations attributable to American Tower common stockholders ( 978.3 ) ( 71.4 ) ( 276.5 )
Net income attributable to American Tower Corporation common stockholders $ 2,255.0 $ 1,483.3 $ 1,765.8
Basic weighted average common shares outstanding 467,011 466,063 461,519
Dilutive securities 1,109 1,099 1,231
Diluted weighted average common shares outstanding 468,120 467,162 462,750
Basic net income from continuing operations attributable to American Tower Corporation common stockholders $ 6.92 $ 3.34 $ 4.43
Basic net loss from discontinued operations attributable to American Tower Corporation common stockholders per common share ( 2.09 ) ( 0.15 ) ( 0.60 )
Basic net income attributable to American Tower Corporation common stockholders per common share 4.83 3.18 3.83
Diluted net income from continuing operations attributable to American Tower Corporation common stockholders $ 6.91 $ 3.33 $ 4.41
Diluted net loss from discontinued operations attributable to American Tower Corporation common stockholders $ ( 2.09 ) $ ( 0.15 ) $ ( 0.60 )
Diluted net income attributable to American Tower Corporation common stockholders per common share 4.82 3.18 3.82
Shares Excluded From Dilutive Effect
The following shares were not included in the computation of diluted earnings per share because the effect would be anti-dilutive for the years ended December 31, (in thousands, on a weighted average basis):
2024 2023 2022
Restricted stock awards 2 5 86
18. COMMITMENTS AND CONTINGENCIES
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.
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 11,100 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. The Company has the option to purchase the leased sites in tranches, subject to the applicable lease, sublease or management rights upon its scheduled expiration. Each tower is assigned to an annual tranche, ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche. The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related towers. The aggregate purchase option price for the towers leased and subleased is approximately $ 5.0 billion. Verizon will occupy the sites as a tenant for an initial term of ten years with eight optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.
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 1,700 towers, which commenced between December 2000 and August 2004. Substantially all of the towers are part of the Trust Securitizations. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. 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, 2024, the Company has purchased an aggregate of approximately 700 of the subleased towers which are subject to the applicable agreement, including 80 towers purchased during the year ended December 31, 2024 for an aggregate purchase price of $ 59.1 million. The aggregate purchase option price for the remaining towers leased and subleased is $ 1.2 billion and includes per annum accretion through the applicable expiration of the lease or sublease of a site. For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 2025 at the then-current monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy. Thereafter, AT&T shall have the right to renew such lease for up to five successive five-year terms.
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. Taxing authorities may issue notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue assessments with minimal examination. These notices and assessments do not represent amounts that the Company is obligated to pay and are often not reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not enforceable, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
Guaranties and Indemnifications —The Company enters into agreements from time to time in the ordinary course of business pursuant to which it agrees to guarantee or indemnify third parties for certain claims. The Company has also entered into purchase and sale or disposal agreements relating to the sale or acquisition of assets containing customary indemnification provisions. The Company’s indemnification obligations under these agreements generally are limited solely to damages resulting from breaches of representations and warranties or covenants under the applicable agreements. In addition, payments under such indemnification clauses are generally conditioned on the other party making a claim that is subject to whatever defenses the Company may have and are governed by dispute resolution procedures specified in the particular agreement. Further, the Company’s obligations under these agreements may be limited in duration and amount, and in some instances, the Company may have recourse against third parties for payments made by the Company. The Company has not historically made any material payments under these agreements and, as of December 31, 2024, is not aware of any agreements that could result in a material payment.
19. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information and non-cash investing and financing activities are as follows for the years ended December 31,:
2024 2023 2022
Supplemental cash flow information:
Cash paid for interest $ 1,424.3 $ 1,260.0 $ 1,088.6
Cash paid for income taxes (net of refunds of $ 31.8 , $ 31.5 and $ 33.9 , respectively)
350.8 306.5 322.3
Non-cash investing and financing activities:
(Decrease) increase in accounts payable and accrued expenses for purchases of property and equipment and construction activities ( 2.9 ) ( 14.7 ) 27.2
Purchases of property and equipment under finance leases, perpetual easements and capital leases 21.7 31.5 33.6
Settlement of third-party debt — — ( 7.4 )
Distributions to noncontrolling interest holders ( 49.9 ) — —
Contributions from noncontrolling interest holders 49.9 — —
Contribution to equity method investment 14.6 — —
Transfer of tower sites (1) 35.8 — —
_______________
(1) The Company received 575 tower sites from a customer in Brazil in exchange for settling certain future contractual obligations owed to the Company in accordance with the customer’s judicial recovery plan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
20. BUSINESS SEGMENTS
Property
During the fourth quarter of 2024, following recent divestitures, including the ATC TIPL Transaction, and changes to its organizational structure, the Company reviewed and changed its operating and reportable segments. The Company’s Asia-Pacific (“APAC”) property segment and Africa property segment were combined into the Africa & APAC property segment. As a result, the Company now has six reportable segments: U.S. & Canada property (which includes all assets in the United States and Canada, other than the Company’s data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services. The change in operating and reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Annual Report on Form 10-K has been adjusted to reflect the change in reportable segments.
Prior to the change in reportable segments in the fourth quarter of 2024, the Company reported its results in seven segments: U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services.
Communications Sites and Related Communications Infrastructure —The Company’s primary business is leasing space on multitenant 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 has historically reported these operations on a geographic basis.
Data Centers — The Company operates 29 data center facilities across ten markets in the United States. 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. & Canada.
As of December 31, 2024, the Company’s property operations consisted of the following:
• U.S. & Canada: property operations in Canada and the United States;
• Africa & APAC: property operations in Bangladesh, Burkina Faso, Ghana, Kenya, Niger, Nigeria, the Philippines, South Africa and Uganda;
• Europe: property operations in France, Germany and Spain;
• Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru; and
• Data Centers: 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 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.
The accounting policies applied in compiling segment information below are similar to those described in note 1. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding Depreciation, amortization and accretion; Selling, general, administrative and development expense; 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. 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). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. The Company’s definition of segment operating profit aligns with the Company’s definition of Adjusted EBITDA. Adjusted EBITDA is widely used in the telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved.
The Company’s chief operating decision maker (the “CODM”) is the Company’s chief executive officer. The CODM uses segment gross margin and segment operating profit to evaluate the segments’ operating performance, in making capital allocation decisions, and in establishing management’s compensation. Additionally, the CODM uses these metrics to monitor
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
budget versus actual results. There are no significant revenues resulting from transactions between the Company’s operating segments. All intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations and consolidated balance sheets.
Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2024, 2023 and 2022 is shown in the following tables. The “Other” column (i) represents amounts excluded from specific segments, such as business development operations, stock-based compensation expense and corporate expenses included in Selling, general, administrative and development expense; Other operating expenses; Interest income; Interest expense; Gain (loss) on retirement of long-term obligations; and Other income (expense), and (ii) reconciles segment operating profit to Income from continuing operations before income taxes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Property Total
Property
Services Other Total
Year ended December 31, 2024 U.S. & Canada Africa & APAC (1) Europe Latin America Data Centers
Segment revenues $ 5,248.1 $ 1,208.0 $ 834.7 $ 1,717.9 $ 924.8 $ 9,933.5 $ 193.7 $ 10,127.2
Segment operating expenses 870.9 380.5 309.4 530.2 390.8 2,481.8 92.6 2,574.4
Segment gross margin 4,377.2 827.5 525.3 1,187.7 534.0 7,451.7 101.1 7,552.8
Segment selling, general, administrative and development expense (2) 161.1 68.0 64.8 111.0 78.8 483.7 21.0 504.7
Segment operating profit $ 4,216.1 $ 759.5 $ 460.5 $ 1,076.7 $ 455.2 $ 6,968.0 $ 80.1 $ 7,048.1
Stock-based compensation expense $ 192.7 192.7
Other selling, general, administrative and development expense 236.0 236.0
Depreciation, amortization and accretion 2,028.8 2,028.8
Other expense (3) 965.8 965.8
Income from continuing operations before income taxes $ 3,624.8
Capital expenditures (4) (5) (6) $ 318.6 $ 260.9 $ 249.6 $ 174.2 $ 545.0 $ 1,548.3 $ — $ 67.5 $ 1,615.8
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(2) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 192.7 million.
(3) Primarily includes interest expense and $ 68.6 million in impairment charges, as further discussed in note 16, partially offset by gains from foreign currency exchange rate fluctuations and an unrealized gain from equity securities of $ 70.4 million . The year ended December 31, 2024 also includes a net gain of $ 8.5 million on the sales of ATC Australia and ATC New Zealand.
(4) Includes $ 4.7 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.
(5) Includes $ 32.7 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.
(6) Other capital expenditures includes capital expenditures associated with discontinued operations.
Property Total
Property
Services Other Total
Year ended December 31, 2023 U.S. & Canada Africa & APAC (1) Europe Latin America Data Centers
Segment revenues $ 5,216.2 $ 1,244.4 $ 775.6 $ 1,798.3 $ 834.7 $ 9,869.2 $ 143.0 $ 10,012.2
Segment operating expenses 849.9 438.4 299.5 566.0 347.6 2,501.4 60.1 2,561.5
Segment gross margin 4,366.3 806.0 476.1 1,232.3 487.1 7,367.8 82.9 7,450.7
Segment selling, general, administrative and development expense (2) 165.1 87.3 65.6 107.9 72.4 498.3 22.9 521.2
Segment operating profit $ 4,201.2 $ 718.7 $ 410.5 $ 1,124.4 $ 414.7 $ 6,869.5 $ 60.0 $ 6,929.5
Stock-based compensation expense $ 183.3 183.3
Other selling, general, administrative and development expense 241.5 241.5
Depreciation, amortization and accretion 2,928.5 2,928.5
Other expense (3) 2,046.9 2,046.9
Income from continuing operations before income taxes $ 1,529.3
Capital expenditures (4) (5) (6) $ 410.6 $ 435.7 $ 218.0 $ 205.2 $ 428.1 $ 1,697.6 $ — $ 132.2 $ 1,829.8
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(2) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 183.3 million.
(3) Primarily includes interest expense and $ 200.0 million in impairment charges, $ 80.0 million of goodwill impairment charges in 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.
(4) 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.
(5) 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
(6) Other capital expenditures includes capital expenditures associated with discontinued operations.
Property Total
Property
Services Other Total
Year ended December 31, 2022 U.S. & Canada Africa & APAC (1) Europe Latin America Data Centers
Segment revenues $ 5,006.3 $ 1,203.8 $ 735.7 $ 1,691.9 $ 766.6 $ 9,404.3 $ 241.1 $ 9,645.4
Segment operating expenses 845.4 448.1 319.6 526.7 322.0 2,461.8 107.4 2,569.2
Segment gross margin 4,160.9 755.7 416.1 1,165.2 444.6 6,942.5 133.7 7,076.2
Segment selling, general, administrative and development expense (2) 183.2 86.5 52.4 107.6 63.9 493.6 22.3 515.9
Segment operating profit $ 3,977.7 $ 669.2 $ 363.7 $ 1,057.6 $ 380.7 $ 6,448.9 $ 111.4 $ 6,560.3
Stock-based compensation expense $ 161.7 161.7
Other selling, general, administrative and development expense 224.5 224.5
Depreciation, amortization and accretion 3,164.9 3,164.9
Other expense (3) 923.2 923.2
Income from continuing operations before income taxes $ 2,086.0
Capital expenditures (4) (5) (6) $ 481.7 $ 536.1 $ 165.7 $ 229.4 $ 353.7 $ 1,766.6 $ — $ 135.9 $ 1,902.5
_______________
(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(2) Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $ 161.7 million.
(3) Primarily includes interest expense and $ 147.3 million in impairment charges, partially offset by gains from foreign currency exchange rate fluctuations.
(4) Includes $ 6.7 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.
(5) Includes $ 36.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in the Company’s consolidated statements of cash flows.
(6) Other capital expenditures includes capital expenditures associated with discontinued operations.
Additional information relating to the total assets of the Company’s operating segments is as follows for the years ended December 31,:
2024 2023
Total Assets (1):
U.S. & Canada property $ 26,750.1 $ 26,325.1
Africa & APAC property
3,993.1 4,238.8
Europe property 11,267.2 11,769.3
Latin America property 7,470.7 9,025.3
Data Centers 10,431.6 10,482.9
Services 113.7 54.8
Other (2) 1,051.0 4,131.4
Total assets $ 61,077.4 $ 66,027.6
_______________
(1) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(2) Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments. As of December 31, 2023, includes $ 3.6 billion of total assets of discontinued operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Summarized geographic information related to the Company’s operating revenues for the years ended December 31, 2024, 2023 and 2022 and long-lived assets as of December 31, 2024 and 2023 is as follows:
2024 2023 2022
Operating Revenues:
U.S. & Canada:
Canada (1) $ 13.3 $ 11.7 $ 12.5
United States (2) 6,353.3 6,182.2 6,001.5
Africa & APAC (1)(3):
Australia (4) 2.6 2.6 1.8
Bangladesh 7.9 5.7 3.9
New Zealand (4) 1.6 1.6 0.3
Philippines 9.2 8.9 5.3
Burkina Faso 40.1 38.1 41.2
Ghana 126.7 128.6 144.4
Kenya 141.1 120.0 123.1
Niger 51.3 48.4 42.1
Nigeria 384.4 495.4 477.2
South Africa 174.0 157.9 164.8
Uganda 269.1 237.2 199.7
Europe (1):
France 121.7 113.4 99.6
Germany 402.2 363.6 320.0
Poland (5) — 0.6 1.0
Spain 310.8 298.0 315.1
Latin America (1):
Argentina 36.2 43.8 39.2
Brazil 786.1 787.3 741.9
Chile 103.7 106.3 91.8
Colombia 110.4 117.0 106.1
Costa Rica 25.3 24.7 23.9
Mexico 544.9 611.8 588.9
Paraguay 16.3 16.3 15.4
Peru 95.0 91.1 84.7
Total operating revenues $ 10,127.2 $ 10,012.2 $ 9,645.4
_______________
(1) Balances are translated at the applicable exchange rate, which may impact comparability between periods.
(2) Balances include revenue from the Company’s Services and Data Centers segments.
(3) Excludes the operating results of ATC TIPL, which are reported as discontinued operations. See note 22 for further discussion.
(4) During the year ended December 31, 2024, the Company completed the sales of ATC Australia and ATC New Zealand.
(5) During the year ended December 31, 2023, the Company completed the sale of ATC Poland.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
2024 2023
Long-Lived Assets (1):
U.S. & Canada:
Canada (2) $ 200.5 $ 214.8
United States (3) 28,214.3 28,337.4
Africa & APAC (2):
Australia — 10.6
Bangladesh 30.2 25.3
New Zealand — 37.5
Philippines 30.2 31.9
Burkina Faso 230.9 257.4
Ghana 244.9 269.2
Kenya 672.7 557.2
Niger 177.1 203.1
Nigeria 325.4 456.5
South Africa 327.4 337.0
Uganda 939.1 925.1
Europe (2):
France 1,265.6 1,338.8
Germany 5,429.5 5,721.2
Spain 2,834.8 3,031.6
Latin America (2):
Argentina 185.3 190.1
Brazil 1,592.1 1,996.5
Chile 510.1 575.7
Colombia 231.2 286.8
Costa Rica 106.8 105.6
Mexico 859.1 1,044.4
Paraguay 86.4 92.3
Peru 805.6 832.9
Total long-lived assets $ 45,299.2 $ 46,878.9
_______________
(1) Includes Property and equipment, net, Goodwill and Other intangible assets, net.
(2) Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
(3) Balances include the Company’s data centers assets located in the United States.
The following customers within the property and services segments individually accounted for 10% or more of the Company’s consolidated operating revenues for the years ended December 31,:
2024 2023 2022
T-Mobile 19 % 19 % 20 %
AT&T 18 % 18 % 19 %
Verizon Wireless 13 % 14 % 13 %
Telefónica 10 % 10 % 10 %
21. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2024, 2023 and 2022, the Company had no significant related party transactions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
22. DISCONTINUED OPERATIONS
In 2023, the Company undertook a strategic review of its India operations, where the Company evaluated the appropriate level of exposure to the India market within its global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth. The strategic review concluded in January 2024 with the signed agreement for the ATC TIPL Transaction (as defined below).
On January 4, 2024, the Company, through 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 agreed to acquire a 100 % ownership interest in ATC TIPL (the “ATC TIPL Transaction”). Per the terms of the agreement, total aggregate consideration represented up to approximately 210 billion Indian Rupees (“INR”) (approximately $ 2.5 billion), including the value of the VIL OCDs and the VIL Shares (each as defined and further discussed in note 11), payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of the Company’s existing term loan in India, by DIT.
During the year ended December 31, 2024, ATC TIPL distributed approximately 29.6 billion INR (approximately $ 354.1 million) to the Company, which included the value of the VIL Shares and the VIL OCDs and the satisfaction of the economic benefit associated with the rights to payments on certain existing customer receivables. The distributions were deducted from the total aggregate consideration received by the Company at closing.
The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024, and on September 12, 2024, the Company completed the sale of ATC TIPL and received total consideration of 182 billion INR (approximately $ 2.2 billion). The Company used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under the 2021 Multicurrency Credit Facility.
The Company recorded a loss on the sale of ATC TIPL of $ 1.2 billion, which primarily included the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ 1.1 billion. The loss on sale of ATC TIPL is included in Loss from discontinued operations, net of taxes in the consolidated statements of operations for year ended December 31, 2024.
Proceeds received at closing $ 2,158.8
Net assets at closing ( 2,257.6 )
Loss on sale $ ( 98.8 )
Deal costs ( 20.5 )
Contingent liability for tax indemnification ( 53.9 )
Reclassification of cumulative translation adjustment ( 1,072.3 )
Total loss on sale included in loss from discontinued operations, net of taxes $ ( 1,245.5 )
Under the terms of the Company’s agreement with DIT, the Company is obligated to indemnify DIT with respect to certain tax-related liabilities that may arise from activities prior to the completion of the sale. The Company has recorded a $ 53.9 million contingent indemnification liability related to uncertain tax positions taken by ATC TIPL prior to the completion of the sale. The contingent indemnification liability is recorded in Other non-current liabilities in the consolidated balance sheets as of December 31, 2024.
The Company recorded a deferred tax asset related to the loss incurred on the sale of ATC TIPL which can only be utilized against future nonresident long-term India capital gains earned by ATC Asia Pacific Pte. Ltd. The Company believes that it is more likely than not that the benefit from this will not be realized and has recorded a full valuation allowance against this deferred tax asset of approximately $ 140 million.
For the year ended December 31, 2023, ATC TIPL represented approximately 23 %, 15 % and 15 %, respectively, of the Company’s international property revenue, international gross margin and international operating profit and 10 %, 6 % and 5 %, respectively, of the Company’s total property revenue, total segment gross margin and total segment operating profit. Prior to the completion of the ATC TIPL Transaction, ATC TIPL represented approximately 42 % of the Company’s international communications sites and 34 % of the Company’s total communications sites. The Company believes that the sale of ATC TIPL represents a strategic shift that will have a major impact on its operations and financial results, and as such, the divestiture qualified for presentation as discontinued operations. Prior to the divestiture and classification as discontinued operations, ATC TIPL’s operating results were included within the Asia-Pacific property segment. Accordingly, the operating results of ATC TIPL are reported as discontinued operations for all periods presented.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Assets of discontinued operations consisted of the following:
As of
December 31, 2024 December 31, 2023
Cash and cash equivalents $ — $ 219.6
Restricted cash — 0.4
Accounts receivable, net — 122.2
Prepaid and other current assets (1) — 387.4
Total current assets of discontinued operations $ — $ 729.6
Property and equipment, net $ — $ 925.6
Goodwill — 555.5
Other intangible assets, net — 588.4
Deferred rent — 43.6
Right-of-use asset — 673.7
Notes receivable and other non-current assets 34.1
Total non-current assets of discontinued operations $ — $ 2,820.9
Total assets of discontinued operations $ — $ 3,550.5
_______________
(1) As of December 31, 2023, includes the VIL OCDs.
Liabilities of discontinued operations consisted of the following:
As of
December 31, 2024 December 31, 2023
Accounts payable $ — $ 7.4
Accrued expenses — 227.8
Accrued interest — 2.8
Current portion of operating lease liability — 104.2
Current portion of long-term obligations — 120.2
Unearned revenue — 0.9
Total current liabilities of discontinued operations $ — $ 463.3
Operating lease liability — 623.4
Asset retirement obligation — 78.2
Deferred tax liability — 50.8
Other non-current liabilities — 70.8
Total non-current liabilities of discontinued operations $ — $ 823.2
Total liabilities of discontinued operations $ — $ 1,286.5
Current portion of long-term obligations— Long-term obligations, including the current portion, includes the India Term Loan (as defined below). Interest expense associated with the India Term Loan is included within Loss from discontinued operations, net of taxes in the consolidated statements of operations for the years ended December 31, 2024 and 2023.
On February 17, 2023, ATC TIPL borrowed 10.0 billion INR (approximately $ 120.7 million at the date of borrowing) under an unsecured term loan in India, with a maturity date that was one year from the date of the first draw thereunder, and which was subsequently extended to December 31, 2024 (the “India Term Loan”). The India Term Loan was repaid on September 12, 2024, in connection with the completion of the ATC TIPL Transaction.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
The following table presents key components of Loss from discontinued operations, net of taxes in the consolidated statements of operations:
Year Ended December 31,
2024 (1) 2023 2022
Revenue $ 911.2 $ 1,132.0 $ 1,065.7
Cost of operations ( 473.8 ) ( 699.1 ) ( 694.6 )
Depreciation, amortization and accretion ( 96.0 ) ( 158.0 ) ( 190.2 )
Selling, general, administrative and development expense ( 58.7 ) ( 46.5 ) ( 70.2 )
Other operating expense (2) ( 6.7 ) ( 7.0 ) ( 497.0 )
Loss on sale of ATC TIPL (3) ( 1,245.5 ) — —
Goodwill impairment — ( 322.0 ) —
Operating loss ( 969.5 ) ( 100.6 ) ( 386.3 )
Interest income 30.7 24.8 22.5
Interest expense ( 7.6 ) ( 10.0 ) ( 0.5 )
Other income (expense), net 46.5 77.8 ( 1.0 )
Loss from discontinued operations before taxes $ ( 899.9 ) $ ( 8.0 ) $ ( 365.3 )
Income tax provision (benefit) 78.4 63.4 ( 88.8 )
Loss from discontinued operations, net of taxes $ ( 978.3 ) $ ( 71.4 ) $ ( 276.5 )
_______________
(1) Includes the results of operations for ATC TIPL through September 12, 2024.
(2) For the year ended December 31, 2022, primarily includes impairment charges, as discussed below.
(3) Primarily includes the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ 1.1 billion.
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, 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. 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.
• An impairment of $ 97.0 million was taken on tower and network location intangible assets in India.
• The Company also impaired the tenant-related intangible assets for VIL, which resulted in an impairment of $ 411.6 million.
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 ATC TIPL Transaction (as defined in note 22) . As a result, the Company performed an interim quantitative goodwill impairment test as of September 30, 2023, 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 interim goodwill impairment test as of September 30, 2023
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
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 three months ended September 30, 2023.
The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The following table presents key cash flow and non-cash information related to discontinued operations:
Year Ended December 31,
2024 (1) 2023 2022
Proceeds from the sale of ATC TIPL $ 2,158.8 $ — $ —
Capital expenditures ( 52.3 ) ( 111.9 ) ( 123.0 )
Significant non-cash items:
Depreciation, amortization and accretion 96.0 158.0 190.2
Stock-based compensation expense 10.9 12.4 7.6
Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses ( 2.3 ) 318.2 500.3
(Gain) loss on investments, unrealized foreign currency (gain) loss and other non-cash expense ( 30.7 ) ( 82.5 ) 14.0
Loss on sale of ATC TIPL (2) 1,245.5 — —
_______________
(1) Includes the cash flows for ATC TIPL through September 12, 2024.
(2) Primarily includes the reclassification of the Company’s cumulative translation adjustment in India upon exiting the market of $ 1.1 billion.
Transition Services Agreement— In connection with the ATC TIPL Transaction, the Company entered into a Transition Services Agreement (the “TSA”) with DIT, pursuant to which the Company agreed to provide certain information technology, finance, accounting and human resources services to support DIT in the ongoing operation of the business for a period of time post-closing. Income and expenses recognized under the TSA were not significant for the year ended December 31, 2024.
23. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
During the year ended December 31, 2024, the Company completed the sale of ATC TIPL. The divestiture qualified for presentation as discontinued operations. See Note 22 for further discussion. Historical financial information included in this Annual Report on Form 10-K has been adjusted to reflect the operating results of ATC TIPL as discontinued operations for all periods presented.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Selected quarterly financial data for the years ended December 31, 2024 and 2023 is as follows (in millions, except per share data):
Three Months Ended Year Ended
December 31,
March 31, June 30, September 30, December 31,
2024:
Operating revenues $ 2,512.6 $ 2,544.7 $ 2,522.3 $ 2,547.6 $ 10,127.2
Operating income 1,141.0 1,156.2 1,139.2 1,080.1 4,516.5
Net income from continuing operations attributable to American Tower common stockholders 825.7 761.8 416.2 1,229.6 3,233.3
Net income (loss) from discontinued operations attributable to American Tower common stockholders 91.7 138.5 ( 1,208.5 ) — ( 978.3 )
Net income (loss) attributable to American Tower Corporation common stockholders 917.4 900.3 ( 792.3 ) 1,229.6 2,255.0
Earnings per Share:
Basic net income from continuing operations attributable to American Tower Corporation common stockholders $ 1.77 $ 1.63 $ 0.89 $ 2.63 $ 6.92
Basic net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders per common share 0.20 0.30 ( 2.59 ) — ( 2.09 )
Basic net income (loss) attributable to American Tower Corporation common stockholders per common share $ 1.97 $ 1.93 $ ( 1.70 ) $ 2.63 $ 4.83
Diluted net income from continuing operations attributable to American Tower Corporation common stockholders $ 1.77 $ 1.63 $ 0.89 $ 2.62 $ 6.91
Diluted net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders 0.20 0.30 ( 2.58 ) — ( 2.09 )
Diluted net income (loss) attributable to American Tower Corporation common stockholders per common share $ 1.96 $ 1.92 $ ( 1.69 ) $ 2.62 $ 4.82
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
Three Months Ended Year Ended
December 31,
March 31, June 30, September 30, December 31,
2023:
Operating revenues $ 2,520.4 $ 2,514.6 $ 2,521.1 $ 2,456.1 $ 10,012.2
Operating income 747.0 852.7 913.0 612.8 3,125.5
Net income from continuing operations attributable to American Tower common stockholders 324.6 435.3 784.4 10.4 1,554.7
Net income (loss) from discontinued operations attributable to American Tower common stockholders 11.2 40.4 ( 197.5 ) 74.5 ( 71.4 )
Net income attributable to American Tower Corporation common stockholders 335.8 475.7 586.9 84.9 1,483.3
Earnings per Share:
Basic net income from continuing operations attributable to American Tower Corporation common stockholders $ 0.70 $ 0.93 $ 1.68 $ 0.02 $ 3.34
Basic net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders per common share 0.02 0.09 ( 0.42 ) 0.16 ( 0.15 )
Basic net income attributable to American Tower Corporation common stockholders per common share $ 0.72 $ 1.02 $ 1.26 $ 0.18 $ 3.18
Diluted net income from continuing operations attributable to American Tower Corporation common stockholders $ 0.70 $ 0.93 $ 1.68 $ 0.02 $ 3.33
Diluted net income (loss) from discontinued operations attributable to American Tower Corporation common stockholders 0.02 0.09 ( 0.42 ) 0.16 ( 0.15 )
Diluted net income attributable to American Tower Corporation common stockholders per common share $ 0.72 $ 1.02 $ 1.26 $ 0.18 $ 3.18
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, unless otherwise disclosed)
24. SUBSEQUENT EVENTS
Repayment of 2.950 % Senior Notes— On January 14, 2025, the Company repaid $ 650.0 million aggregate principal amount of the Company’s 2.950 % senior unsecured notes due 2025 (the “ 2.950 % Notes”) upon their maturity. The 2.950 % Notes were repaid using cash on hand and borrowings under the 2021 Multicurrency Credit Facility. Upon completion of the repayment, none of the 2.950 % Notes remained outstanding.
Amendments to Bank Facilities— On January 28, 2025, the Company amended its (i) 2021 Multicurrency Credit Facility, (ii) 2021 Credit Facility and (iii) 2021 Term Loan.
These amendments, among other things,
i. extend the maturity dates of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to January 28, 2028 and January 28, 2030, respectively;
ii. extend the maturity date of the 2021 Term Loan to January 28, 2028; and
iii. update the Applicable Margins (as defined in the loan agreements).
Sale of South Africa Fiber— The Company, through its subsidiary ATC South Africa Wireless Infrastructure Proprietary Limited, entered into an agreement, which received government approval on February 13, 2025, pursuant to which it expects to sell one of its subsidiaries in South Africa that holds fiber assets (“South Africa Fiber”) for total aggregate consideration of 2.5 billion South African Rand (approximately $ 132.7 million) subject to certain adjustments. The Company expects to complete the sale during the first quarter of 2025. South Africa Fiber’s operating results are included within the Africa & APAC property segment.
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SCHEDULE III—SCHEDULE OF REAL ESTATE
AND ACCUMULATED DEPRECIATION
(dollars in millions)
Description Encumbrances Initial cost
to company Cost
capitalized
subsequent to
acquisition Gross amount
carried at
close of current
period Accumulated
depreciation at close of current period Date of
construction Date
acquired Life on which
depreciation in
latest income
statements is
computed
148,097 Sites (1) $ 2,325.0 (2) (3) (3) $ 20,721.1 (5) $ ( 8,494.3 ) Various Various Up to 30 years
29 Data Centers — (4) (4) 6,861.4 (5) ( 1,189.3 ) Various Various Up to 40 years
_______________
(1) No single site exceeds 5% of the total amounts indicated in the table above.
(2) Certain assets secure debt of $ 2.3 billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4) The Company has aggregated data center information on a basis consistent with its tower portfolio.
(5) Does not include those sites under construction.
2024 2023 2022
Gross amount at beginning $ 28,239.2 $ 27,060.9 $ 23,948.9
Additions during period:
Acquisitions (1) 91.8 105.2 288.1
Discretionary capital projects (2) 846.6 860.2 398.0
Discretionary ground lease purchases (3) 130.5 126.0 502.0
Redevelopment capital expenditures (4) 335.8 451.5 335.9
Capital improvements (5) 154.4 192.7 155.4
Start-up capital expenditures (6) 79.6 136.7 227.0
Other (7) 416.7 ( 11.6 ) 1,672.6
Total additions 2,055.4 1,860.7 3,579.0
Deductions during period:
Cost of real estate sold or disposed ( 252.4 ) ( 202.8 ) ( 257.6 )
Other (8) ( 2,459.7 ) ( 479.6 ) ( 209.4 )
Total deductions: ( 2,712.1 ) ( 682.4 ) ( 467.0 )
Balance at end $ 27,582.5 $ 28,239.2 $ 27,060.9
Amounts related to discontinued operations $ — $ 1,516.6 $ 1,435.5
2024 2023 2022
Gross amount of accumulated depreciation at beginning $ ( 9,820.6 ) $ ( 8,669.5 ) $ ( 7,548.1 )
Additions during period:
Depreciation ( 1,002.3 ) ( 1,353.5 ) ( 1,373.3 )
Other — — —
Total additions ( 1,002.3 ) ( 1,353.5 ) ( 1,373.3 )
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed 166.0 89.0 128.9
Other (8) 973.3 113.4 123.0
Total deductions 1,139.3 202.4 251.9
Balance at end $ ( 9,683.6 ) $ ( 9,820.6 ) $ ( 8,669.5 )
Amounts related to discontinued operations $ — $ ( 598.7 ) $ ( 528.1 )
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(1) Includes amounts related to the acquisition of data centers.
(2) Includes amounts incurred primarily for the construction of new sites.
(3) Includes amounts incurred to purchase or otherwise secure the land under communications sites.
(4) Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
(5) Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
(6) Includes amounts incurred in connection with acquisitions or new market launches. 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.
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(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, 2024, includes the impact of the sales of ATC TIPL, ATC Australia and ATC New Zealand. For the year ended December 31, 2023, includes the impact of the sales of Mexico Fiber and ATC Poland.
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