UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One):
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2022.
xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2017.
¨

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Commission File Number: 001-14195
AMERICAN TOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware65-0723837
(State or other jurisdiction of

Incorporation or Organization)
(I.R.S. Employer

Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices)
Telephone Number (617) 375-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Trading Symbol(s)Name of exchange on which registered
Common Stock, $0.01 par value AMTNew York Stock Exchange
1.375% Senior Notes due 2025AMT 25ANew York Stock Exchange
1.950% Senior Notes due 2026AMT 26BNew York Stock Exchange
0.450% Senior Notes due 2027AMT 27CNew York Stock Exchange
0.400% Senior Notes due 2027AMT 27DNew York Stock Exchange
0.500% Senior Notes due 2028AMT 28ANew York Stock Exchange
0.875% Senior Notes due 2029AMT 29BNew York Stock Exchange
0.950% Senior Notes due 2030AMT 30CNew York Stock Exchange
1.000% Senior Notes due 2032AMT 32New York Stock Exchange
1.250% Senior Notes due 2033AMT 33New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x☒    No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨☐    No  x☒
As of October 24, 2017,April 20, 2022, there were 428,856,376456,282,598 shares of common stock outstanding.





AMERICAN TOWER CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2017MARCH 31, 2022


 
Page Nos.
Page Nos.
PART I. FINANCIAL INFORMATION
Item 1.
1
1
2
3
4
5
6
Item 2.
3127
Item 3.
5448
Item 4.
5448
PART II. OTHER INFORMATION
Item 1.
5650
Item 1A.
5650
Item 2.6.
5651
Item 6.
Exhibits
56
5852





PART I.FINANCIAL INFORMATION
ITEM 1.UNAUDITED CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands,millions, except share count and per share data)
March 31, 2022December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$1,941.5 $1,949.9 
Restricted cash329.9 393.4 
Accounts receivable, net820.4 728.9 
Prepaid and other current assets700.1 657.2 
Total current assets3,791.9 3,729.4 
PROPERTY AND EQUIPMENT, net19,916.4 19,784.0 
GOODWILL13,306.6 13,350.1 
OTHER INTANGIBLE ASSETS, net20,224.8 20,727.2 
DEFERRED TAX ASSET179.2 131.6 
DEFERRED RENT ASSET2,653.7 2,539.6 
RIGHT-OF-USE ASSET9,267.1 9,225.1 
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS423.8 400.9 
TOTAL$69,763.5 $69,887.9 
LIABILITIES
CURRENT LIABILITIES:
Accounts payable$215.4 $272.4 
Accrued expenses1,187.5 1,412.8 
Distributions payable644.5 642.1 
Accrued interest195.6 254.7 
Current portion of operating lease liability731.4 712.6 
Current portion of long-term obligations5,309.9 4,568.7 
Unearned revenue1,015.7 1,204.0 
Total current liabilities9,300.0 9,067.3 
LONG-TERM OBLIGATIONS38,154.5 38,685.5 
OPERATING LEASE LIABILITY8,027.1 8,041.8 
ASSET RETIREMENT OBLIGATIONS2,062.5 2,003.0 
DEFERRED TAX LIABILITY1,785.4 1,830.9 
OTHER NON-CURRENT LIABILITIES1,183.3 1,189.8 
Total liabilities60,512.8 60,818.3 
COMMITMENTS AND CONTINGENCIES00
EQUITY (shares in thousands):
Common stock: $.01 par value; 1,000,000 shares authorized; 467,192 and 466,687 shares issued; and 456,277 and 455,772 shares outstanding, respectively4.7 4.7 
Additional paid-in capital12,266.1 12,240.2 
Distributions in excess of earnings(1,072.4)(1,142.4)
Accumulated other comprehensive loss(4,553.0)(4,738.9)
Treasury stock (10,915 shares at cost)(1,282.4)(1,282.4)
Total American Tower Corporation equity5,363.0 5,081.2 
Noncontrolling interests3,887.7 3,988.4 
Total equity9,250.7 9,069.6 
TOTAL$69,763.5 $69,887.9 
  September 30, 2017 December 31, 2016
ASSETS    
CURRENT ASSETS:    
Cash and cash equivalents $799,467
 $787,161
Restricted cash 155,208
 149,281
Short-term investments 1,032
 4,026
Accounts receivable, net 508,626
 308,369
Prepaid and other current assets 499,241
 441,033
Total current assets 1,963,574
 1,689,870
PROPERTY AND EQUIPMENT, net 10,795,057
 10,517,258
GOODWILL 5,371,679
 5,070,680
OTHER INTANGIBLE ASSETS, net 11,580,994
 11,274,611
DEFERRED TAX ASSET 221,759
 195,678
DEFERRED RENT ASSET 1,454,780
 1,289,530
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS 931,483
 841,523
TOTAL $32,319,326
 $30,879,150
LIABILITIES    
CURRENT LIABILITIES:    
Accounts payable $119,745
 $118,666
Accrued expenses 774,072
 620,563
Distributions payable 286,911
 250,550
Accrued interest 103,242
 157,297
Current portion of long-term obligations 687,382
 238,806
Unearned revenue 288,884
 245,387
Total current liabilities 2,260,236
 1,631,269
LONG-TERM OBLIGATIONS 18,581,381
 18,294,659
ASSET RETIREMENT OBLIGATIONS 1,054,092
 965,507
DEFERRED TAX LIABILITY 976,725
 777,572
OTHER NON-CURRENT LIABILITIES 1,190,486
 1,142,723
Total liabilities 24,062,920
 22,811,730
COMMITMENTS AND CONTINGENCIES 

 

REDEEMABLE NONCONTROLLING INTERESTS 1,146,773
 1,091,220
EQUITY:    
Preferred stock: $.01 par value; 20,000,000 shares authorized;    
5.25%, Series A, 6,000,000 shares issued, 0 and 6,000,000 shares outstanding; aggregate liquidation value of $0 and $600,000, respectively —
 60
5.50%, Series B, 1,375,000 shares issued, 1,374,986 and 1,375,000 shares outstanding; aggregate liquidation value of $1,374,986 and $1,375,000, respectively 14
 14
Common stock: $.01 par value; 1,000,000,000 shares authorized; 437,510,284 and 429,912,536 shares issued; and 429,243,720 and 427,102,510 shares outstanding, respectively 4,375
 4,299
Additional paid-in capital 10,212,535
 10,043,559
Distributions in excess of earnings (975,158) (1,076,965)
Accumulated other comprehensive loss (1,839,029) (1,999,332)
Treasury stock (8,266,564 and 2,810,026 shares at cost, respectively) (884,610) (207,740)
Total American Tower Corporation equity 6,518,127
 6,763,895
Noncontrolling interests 591,506
 212,305
Total equity 7,109,633
 6,976,200
TOTAL $32,319,326
 $30,879,150
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.


1

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands,millions, except share and per share data)
 Three Months Ended March 31,
 20222021
REVENUES:
Property$2,600.8 $2,129.7 
Services59.5 28.8 
Total operating revenues2,660.3 2,158.5 
 OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
 Property771.5 563.3 
 Services27.9 11.0 
Depreciation, amortization and accretion815.8 522.5 
Selling, general, administrative and development expense293.9 182.6 
Other operating expenses26.1 50.4 
Total operating expenses1,935.2 1,329.8 
OPERATING INCOME725.1 828.7 
OTHER INCOME (EXPENSE):
Interest income9.9 11.4 
Interest expense(262.4)(207.0)
Loss on retirement of long-term obligations— (25.7)
Other income (including foreign currency gains of $242.1 and $94.7, respectively)252.6 95.2 
Total other income (expense)0.1 (126.1)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES725.2 702.6 
Income tax provision(22.5)(50.3)
NET INCOME702.7 652.3 
Net loss (income) attributable to noncontrolling interests9.0 (7.3)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS$711.7 $645.0 
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common stockholders$1.56 $1.45 
Diluted net income attributable to American Tower Corporation common stockholders$1.56 $1.45 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC455,946 444,486 
DILUTED457,211 446,294 
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
REVENUES:        
Property $1,655,349
 $1,497,936
 $4,887,588
 $4,191,779
Services 25,417
 16,909
 71,850
 54,340
Total operating revenues 1,680,766
 1,514,845
 4,959,438
 4,246,119
 OPERATING EXPENSES:        
Costs of operations (exclusive of items shown separately below):        
Property (including stock-based compensation expense of $476, $426, $1,776 and $1,325, respectively) 511,151
 485,525
 1,504,552
 1,280,386
Services (including stock-based compensation expense of $189, $172, $613 and $578, respectively) 8,608
 5,712
 25,098
 22,007
Depreciation, amortization and accretion 432,354
 397,999
 1,249,849
 1,137,398
Selling, general, administrative and development expense (including stock-based compensation expense of $23,798, $19,628, $84,034 and $68,309, respectively) 147,961
 131,537
 465,905
 405,086
Other operating expenses 19,541
 14,998
 44,595
 37,509
Total operating expenses 1,119,615
 1,035,771
 3,289,999
 2,882,386
OPERATING INCOME 561,151
 479,074
 1,669,439
 1,363,733
OTHER INCOME (EXPENSE):        
Interest income, TV Azteca, net of interest expense of $292, $279, $874 and $846, respectively 2,713
 2,742
 8,183
 8,206
Interest income 8,313
 6,376
 26,551
 16,378
Interest expense (188,784) (190,160) (559,507) (531,076)
(Loss) gain on retirement of long-term obligations (14,183) —
 (69,897) 830
Other (expense) income (including unrealized foreign currency (losses) gains of ($5,344), ($8,321), $30,392 and ($3,544), respectively) (1,114) (12,260) 39,970
 (25,894)
Total other expense (193,055) (193,302) (554,700) (531,556)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 368,096
 285,772
 1,114,739
 832,177
Income tax provision (33,412) (22,037) (84,155) (94,671)
NET INCOME 334,684
 263,735
 1,030,584
 737,506
Net (income) loss attributable to noncontrolling interests (17,416) 774
 (30,185) (10,288)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS 317,268
 264,509
 1,000,399
 727,218
Dividends on preferred stock (18,907) (26,781) (68,531) (80,344)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $298,361
 $237,728
 $931,868
 $646,874
NET INCOME PER COMMON SHARE AMOUNTS:        
Basic net income attributable to American Tower Corporation common stockholders $0.70
 $0.56
 $2.18
 $1.52
Diluted net income attributable to American Tower Corporation common stockholders $0.69
 $0.55
 $2.16
 $1.51
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:        
BASIC 429,281
 425,517
 427,960
 424,831
DILUTED 432,831
 429,925
 431,319
 429,019
DISTRIBUTIONS DECLARED PER COMMON SHARE $0.66
 $0.55
 $1.92
 $1.59
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.

2


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)millions)
 
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
 2017 2016 2017 2016 20222021
Net income $334,684
 $263,735
 $1,030,584
 $737,506
Net income$702.7 $652.3 
Other comprehensive income (loss):        Other comprehensive income (loss):
Changes in fair value of cash flow hedges, net of tax of $0 14
 (432) (286) (367)
Reclassification of unrealized losses (gains) on cash flow hedges to net income, net of tax of $0 19
 (108) (99) (173)
Foreign currency translation adjustments, net of tax expense (benefit) of $2,292, ($1,495), $4,714 and $5,388, respectively 12,581
 (91,608) 252,016
 (43,282)
Changes in fair value of cash flow hedges, each net of tax expense of $0Changes in fair value of cash flow hedges, each net of tax expense of $0— (0.0)
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0— 0.0 
Foreign currency translation adjustments, net of tax expense (benefit) of $0.0 and $(0.0), respectively.Foreign currency translation adjustments, net of tax expense (benefit) of $0.0 and $(0.0), respectively.94.4 (323.7)
Other comprehensive income (loss) 12,614
 (92,148) 251,631
 (43,822)Other comprehensive income (loss)94.4 (323.7)
Comprehensive income 347,298
 171,587
 1,282,215
 693,684
Comprehensive income797.1 328.6 
Comprehensive income attributable to noncontrolling interests (20,256) (12,454) (121,513) (5,844)
Comprehensive loss attributable to noncontrolling interestsComprehensive loss attributable to noncontrolling interests100.5 14.1 
Allocation of accumulated other comprehensive income resulting from purchases of noncontrolling interest and redeemable noncontrolling interestsAllocation of accumulated other comprehensive income resulting from purchases of noncontrolling interest and redeemable noncontrolling interests— 0.1 
Comprehensive income attributable to American Tower Corporation stockholders $327,042
 $159,133
 $1,160,702
 $687,840
Comprehensive income attributable to American Tower Corporation stockholders$897.6 $342.8 
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.





3

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
millions)
  Nine Months Ended September 30,
  2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $1,030,584
 $737,506
Adjustments to reconcile net income to cash provided by operating activities    
Depreciation, amortization and accretion 1,249,849
 1,137,398
Stock-based compensation expense 86,423
 70,212
Loss (gain) on early retirement of long-term obligations 69,897
 (830)
Other non-cash items reflected in statements of operations (6,574) 120,170
(Increase) decrease in restricted cash (4,822) 4,126
Increase in net deferred rent balances (106,048) (51,762)
Increase in assets (265,641) (8,863)
Increase (decrease) in liabilities 78,084
 (29,526)
Cash provided by operating activities 2,131,752
 1,978,431
CASH FLOWS FROM INVESTING ACTIVITIES    
Payments for purchase of property and equipment and construction activities (554,967) (475,174)
Payments for acquisitions, net of cash acquired (956,943) (1,309,915)
Payment for Verizon transaction —
 (4,748)
Proceeds from sale of short-term investments and other non-current assets 10,144
 4,459
Deposits, restricted cash, investments and other (8,730) (824)
Cash used for investing activities (1,510,496) (1,786,202)
CASH FLOW FROM FINANCING ACTIVITIES    
Repayments of short-term borrowings, net —
 (7,337)
Borrowings under credit facilities 3,667,020
 1,600,283
Proceeds from issuance of senior notes, net 1,279,435
 3,236,383
Repayments of notes payable, credit facilities, senior notes, term loan and capital leases (4,295,715) (4,116,645)
Contributions from (distributions to) noncontrolling interest holders, net 264,685
 (700)
Purchases of common stock (669,690) —
Proceeds from stock options and ESPP 105,717
 76,601
Distributions paid on common stock (789,522) (651,966)
Distributions paid on preferred stock (72,468) (80,344)
Payment for early retirement of long-term obligations (75,274) (125)
Deferred financing costs and other financing activities (28,114) (29,423)
Cash (used for) provided by financing activities (613,926) 26,727
Net effect of changes in foreign currency exchange rates on cash and cash equivalents 4,976
 (9,284)
NET INCREASE IN CASH AND CASH EQUIVALENTS 12,306
 209,672
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 787,161
 320,686
CASH AND CASH EQUIVALENTS, END OF PERIOD $799,467
 $530,358
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $19,832 AND $16,219, RESPECTIVELY) $87,672
 $71,868
CASH PAID FOR INTEREST $584,310
 $516,382
NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Increase (decrease) in accounts payable and accrued expenses for purchases of property and equipment and construction activities $21,019
 $(36,609)
Purchases of property and equipment under capital leases $33,713
 $37,049
 Three Months Ended March 31,
 20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$702.7 $652.3 
Adjustments to reconcile net income to cash provided by operating activities
Depreciation, amortization and accretion815.8 522.5 
Stock-based compensation expense56.7 38.0 
Loss on early retirement of long-term obligations— 25.7 
Other non-cash items reflected in statements of operations(232.8)(87.5)
Increase in net deferred rent balances(109.3)(119.9)
Right-of-use asset and Operating lease liability, net(26.6)4.1 
Changes in unearned revenue(201.4)111.8 
(Increase) decrease in assets(171.5)18.1 
Decrease in liabilities(170.0)(72.4)
Cash provided by operating activities663.6 1,092.7 
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities(386.1)(324.8)
Payments for acquisitions, net of cash acquired(128.6)(114.8)
Proceeds from sale of short-term investments and other non-current assets3.2 4.4 
Deposits and other(1.6)(3.5)
Cash used for investing activities(513.1)(438.7)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facilities2,250.0 1,870.0 
Proceeds from issuance of senior notes, net— 1,398.1 
Repayments of notes payable, credit facilities, senior notes, secured debt, term loans and finance leases(1,817.1)(3,071.3)
Distributions to noncontrolling interest holders(0.1)(8.1)
Proceeds from stock options8.0 1.9 
Distributions paid on common stock(641.2)(544.9)
Payment for early retirement of long-term obligations— (61.9)
Deferred financing costs and other financing activities(50.5)(61.3)
Purchase of redeemable noncontrolling interest— (2.5)
Cash used for financing activities(250.9)(480.0)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash28.5 (42.1)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH(71.9)131.9 
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD2,343.3 1,861.4 
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD$2,271.4 $1,993.3 
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.3 AND $24.8, RESPECTIVELY)$99.8 $5.8 
CASH PAID FOR INTEREST$304.0 $239.1 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment under finance leases and perpetual easements    $1.8 $10.5 
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities$(46.9)$(34.4)
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.

4


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, exceptmillions, share data)counts in thousands)
 Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated Other
Comprehensive
Loss		Distributions
in Excess of
Earnings		Noncontrolling
Interests		Total
Equity
Three Months Ended March 31, 2021 and 2022Issued
Shares		AmountSharesAmount
BALANCE, JANUARY 1, 2021455,245 $4.6 (10,915)$(1,282.4)$10,473.7 $(3,759.4)$(1,343.0)$474.9 $4,568.4 
Stock-based compensation related activity437 0.0 — — (0.7)— — — (0.7)
Changes in fair value of cash flow hedges, net of tax— — — — — (0.0)— — (0.0)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax— — — — — 0.0 — — 0.0 
Foreign currency translation adjustment, net of tax— — — — — (302.3)— (21.2)(323.5)
Distributions to noncontrolling interest holders— — — — — — — (0.3)(0.3)
Redemption of noncontrolling interest26 0.0 — — 1.7 — — (1.7)— 
Purchase of redeemable noncontrolling interest— — — — (0.1)0.1 — — — 
Common stock distributions declared— — — — — — (553.8)— (553.8)
Net income— — — — — — 645.0 3.8 648.8 
BALANCE, MARCH 31, 2021455,708 $4.6 (10,915)$(1,282.4)$10,474.6 $(4,061.6)$(1,251.8)$455.5 $4,338.9 
BALANCE, JANUARY 1, 2022466,687 $4.7 (10,915)$(1,282.4)$12,240.2 $(4,738.9)$(1,142.4)$3,988.4 $9,069.6 
Stock-based compensation related activity505 0.0 — — 25.9 — — — 25.9 
Foreign currency translation adjustment, net of tax— — — — — 185.9 — (91.5)94.4 
Distributions to noncontrolling interest holders— — — — — — — (0.2)(0.2)
Common stock distributions declared— — — — — — (641.7)— (641.7)
Net income (loss)— — — — — — 711.7 (9.0)702.7 
BALANCE, MARCH 31, 2022467,192 $4.7 (10,915)$(1,282.4)$12,266.1 $(4,553.0)$(1,072.4)$3,887.7 $9,250.7 
  Preferred Stock - Series A Preferred Stock - Series B Common Stock Treasury Stock 
Additional
Paid-in
Capital
 
Accumulated Other
Comprehensive
Loss
 
Distributions
in Excess of
Earnings
 
Noncontrolling
Interest
 
Total
Equity
  Issued Shares Amount Issued Shares Amount 
Issued
Shares
 Amount Shares Amount 
BALANCE, JANUARY 1, 2016 6,000,000
 $60
 1,375,000
 $14
 426,695,279
 $4,267
 (2,810,026) $(207,740) $9,690,609
 $(1,836,996) $(998,535) $61,139
 $6,712,818
Stock-based compensation related activity —
 —
 —
 —
 1,691,546
 17
 —
 —
 123,359
 —
 —
 —
 123,376
Issuance of common stock—stock purchase plan —
 —
 —
 —
 44,733
 —
 —
 —
 3,847
 —
 —
 —
 3,847
Changes in fair value of cash flow hedges, net of tax —
 —
 —
 —
 —
 —
 —
 —
 —
 (367) —
 —
 (367)
Reclassification of unrealized gains on cash flow hedges to net income —
 —
 —
 —
 —
 —
 —
 —
 —
 (173) —
 —
 (173)
Foreign currency translation adjustment, net of tax —
 —
 —
 —
 —
 —
 —
 —
 —
 (38,838) —
 (2,306) (41,144)
Contributions from noncontrolling interest holders —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 47
 47
Distributions to noncontrolling interest holders —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 (747) (747)
Common stock distributions declared —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 (679,002) —
 (679,002)
Preferred stock dividends declared —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 (80,344) —
 (80,344)
Net income —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 727,218
 8,752
 735,970
BALANCE, SEPTEMBER 30, 2016 6,000,000
 $60
 1,375,000
 $14
 428,431,558
 $4,284
 (2,810,026) $(207,740) $9,817,815
 $(1,876,374) $(1,030,663) $66,885
 $6,774,281
                           
BALANCE, JANUARY 1, 2017 6,000,000
 $60
 1,375,000
 $14
 429,912,536
 $4,299
 (2,810,026) $(207,740) $10,043,559
 $(1,999,332) $(1,076,965) $212,305
 $6,976,200
Stock-based compensation related activity —
 —
 —
 —
 1,942,412
 19
 —
 —
 164,424
 —
 —
 —
 164,443
Issuance of common stock—stock purchase plan —
 —
 —
 —
 53,062
 1
 —
 —
 4,554
 —
 —
 —
 4,555
Conversion of preferred stock (6,000,000) (60) (14) 0
 5,602,274
 56
 —
 —
 (2) —
 —
 —
 (6)
Treasury stock activity —
 —
 —
 —
 —
 —
 (5,456,538) (676,870) —
 —
 —
 —
 (676,870)
Changes in fair value of cash flow hedges, net of tax —
 —
 —
 —
 —
 —
 —
 —
 —
 (286) —
 —
 (286)
Reclassification of unrealized gains on cash flow hedges to net income —
 —
 —
 —
 —
 —
 —
 —
 —
 (99) —
 —
 (99)
Foreign currency translation adjustment, net of tax —
 —
 —
 —
 —
 —
 —
 —
 —
 160,688
 —
 47,933
 208,621
Contributions from noncontrolling interest holders —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 314,059
 314,059
Distributions to noncontrolling interest holders —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 (818) (818)
Common stock distributions declared —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 (826,124) —
 (826,124)
Preferred stock dividends declared —
 —
 —
 —
 —
 —
 

 

 

 

 (72,468) —
 (72,468)
Net income —
 —
 —
 —
 —
 —
 —
 —
 —
 —
 1,000,399
 18,027
 1,018,426
SEPTEMBER 30, 2017 —
 $—
 1,374,986
 $14
 437,510,284
 $4,375
 (8,266,564) $(884,610) $10,212,535
 $(1,839,029) $(975,158) $591,506
 $7,109,633

See accompanying notes to unaudited consolidated and condensed consolidated financial statements.





5

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)



1.DESCRIPTION OF BUSINESS,    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
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 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 acquisition, zoning and permitting and structural analysis, which primarily support the Company’s site leasing business, including the addition of new tenants and equipment on its sites.
The Company’s portfolio primarily consists of towers it owns and towers 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 certain 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 and property interests that it leases to communications service providers and third-party tower operators.

American Tower Corporation is a holding company that conducts its operations through its directly and indirectly owned subsidiaries and its 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 subject to U.S. federal income taxes on income generated by its REIT operations, including the income derived from leasing space on its towers, 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 earnings from its domestic taxable REIT subsidiaries (“TRSs”). In addition, the Company’s international assets and operations, regardless of their designation for U.S. tax purposes, continue to be subject to taxation in the foreign 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 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 September 30, 2017, the Company’s REIT-qualified businesses included its U.S. tower leasing business, most of its operations in Costa Rica, Germany and Mexico and a majority of its indoor DAS networks business and services segment.

The accompanying consolidated and condensed consolidated financial statements have been prepared by American Tower Corporation (together with its subsidiaries, “ATC” or the Company“Company”) pursuant to the rules and regulations of the Securities and Exchange Commission.Commission (the “SEC”). The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The consolidated and condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 20162021 (the “2016“2021 Form 10-K”). The results of operations for the three and nine months ended September 30, 2017March 31, 2022 are not necessarily indicative of the results that may be expected for the entire year.

Principles of Consolidation and Basis of Presentation—The accompanying consolidated and condensed 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 cost method,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 September 30, 2017,March 31, 2022, the Company holds (i) a 51%52% controlling interest in subsidiaries whose holdings consist of the Company’s operations in France, Germany, Poland and MTN Group Limited holds a 49%Spain (such subsidiaries collectively, “ATC Europe”) (Allianz and CDPQ (each as defined in note 11) hold the noncontrolling interest, in each of two joint ventures, one in Ghanainterests) and


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


one in Uganda, (ii) a 51% controlling interest and PGGM holds a 49% noncontrolling interest, in a joint venture (“ATC Europe”) in Europe, (iii) an approximate 75% controlling interest, and the South African investors hold an approximate 25% noncontrolling interest, in a subsidiarywhose holdings consist of the CompanyCompany’s operations in South AfricaBangladesh (Confidence Tower Holdings Ltd. (“Confidence Group”) holds the noncontrolling interest). As of March 31, 2022, ATC Europe holds an 87% and (iv) a 51%an 83% controlling interest in ATC Telecom Infrastructure Private Limitedsubsidiaries that consist of the Company’s operations in Germany and Spain, respectively (PGGM holds the noncontrolling interests). See note 11 for a discussion of changes to the Company’s noncontrolling interests during the three months ended March 31, 2022 and 2021.
Change in Reportable Segments—During the fourth quarter of 2021, as a result of the Company’s acquisition of CoreSite Realty Corporation (“ATC TIPL”CoreSite,” and the acquisition, the “CoreSite Acquisition”), formerly Viom Networks Limited (“Viom”),the Company updated its reportable segments to add a Data Centers segment. The Data Centers segment is within the Company’s property operations. The Company now reports its results in India.7 segments – U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services, which are discussed further in note 15. The change in reportable segments had no impact on the Company’s consolidated financial statements for any prior periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.

Significant Accounting Policies—The Company’s significant accounting policies are described in note 1 to the Company’s consolidated financial statements included in the 20162021 Form 10-K. There have been no material changes to the Company’s significant accounting policies during the ninethree months ended September 30, 2017.March 31, 2022.
Accounting Standards UpdatesCash and Cash Equivalents and Restricted Cash—In May 2014, the Financial Accounting Standards Board (the “FASB”) issued new guidance on revenue recognition, which requires an entity to recognize revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the transfer of promised goods or services to customers. The standard will replace most existing revenue recognition guidance and will become effective for the Company on January 1, 2018. Early adoption is permitted for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The standard permits the usereconciliation of either the retrospective or cumulative effect transition method. Leases are not included in the scope of this standard. The revenue to which the Company must apply this standard is generally limited to services revenue, certain power and fuel charges and other fees charged to tenants. As of September 30, 2017, this revenue was approximately 13% of total revenue. Although the Company is finalizing its analysis of the impact of this standard on its financial statements, it does not expect changes in the timing of revenue recognition to have a material effect on its financial statements. The Company intends to adopt this standard using a modified retrospective approach.

In January 2016, the FASB issued new guidance on the recognition and measurement of financial assets and financial liabilities. The guidance amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.

In February 2016, the FASB issued new guidance on the accounting for leases. The guidance amends the existing accounting standards for lease accounting, including the requirement that lessees recognize right of use assets and lease liabilities for leases with terms greater than twelve months in the statement of financial position. Under the new guidance, lessor accounting is largely unchanged. This guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The standard is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. The Company (i) has established a multidisciplinary team to assess and implement the new guidance, (ii) expects the guidance to have a material impact on its consolidated balance sheets due to the recording of right of use assets and lease liabilities for leases in which it is a lessee and which it currently treats as operating leases and (iii) continues to evaluate the impact of the new guidance.

In November 2016, the FASB issued new guidance on amounts described as restricted cash or restricted cash equivalents within the statement of cash flows. The guidance requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconcilingand restricted cash reported within the beginning-of-period and end-of-period balances onapplicable balance sheet that sum to the statementtotal of the same such amounts shown in the statements of cash flows. flows is as follows:
Three Months Ended March 31,
20222021
Cash and cash equivalents$1,941.5 $1,913.6 
Restricted cash329.9 79.7 
Total cash, cash equivalents and restricted cash$2,271.4 $1,993.3 
The guidanceincrease in restricted cash during the three months ended March 31, 2022 was due to advance payments from a customer received during the year ended December 31, 2021.
Revenue—The Company’s revenue is effective for fiscal years,derived from leasing the right to use its communications sites, the land on which the sites are located and for interim periods within those fiscal years, beginning after December 15, 2017. The standardits 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 required to be applied using a retrospective transition method to each period presented. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.

In January 2017, the FASB issued new guidance that clarifies the definition of a business that an entity uses to determine whether a transaction should bederived from leasing arrangements and is accounted for as an asset acquisition (or disposal) or a business combination. The Company early adopted this guidance duringlease revenue unless the first quartertiming and pattern of 2017. As a result, the Company expects that more transactions will be accounted for as asset acquisitions instead of business combinations.

In January 2017, the FASB issued new guidance on accounting for goodwill impairments. The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things,revenue recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill

6

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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 distributed antenna system (“DAS”) networks and fiber and other related assets results from agreements with customers are generally not accounted for as leases.
allocatedNon-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 that reporting unit.use available capacity on the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Non-lease property revenue also includes revenue generated from interconnection services in the Company’s data center facilities. Interconnection services 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. There were no material changes in the receivables, contract assets and contract liabilities from contracts with customers for the three months ended March 31, 2022.
Services revenue—The Company offers tower-related services in the United States. These services include site application, zoning and permitting (“AZP”) and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.
A summary of revenue disaggregated by source and geography is as follows:
Three Months Ended March 31, 2022U.S. & CanadaAsia-PacificAfricaEuropeLatin AmericaData Centers (1)Total
Non-lease property revenue$74.2 $3.0 $7.1 $2.4 $37.3 $25.8 $149.8 
Services revenue59.5 — — 0— — 59.5 
Total non-lease revenue$133.7 $3.0 $7.1 $2.4 $37.3 $25.8 $209.3 
Property lease revenue1,158.2 295.5 260.7 196.1 382.0 158.5 2,451.0 
Total revenue$1,291.9 $298.5 $267.8 $198.5 $419.3 $184.3 $2,660.3 
_______________
(1)Data Centers consists of the Company’s data center facilities located in the United States.
Three Months Ended March 31, 2021U.S. & CanadaAsia-PacificAfricaEuropeLatin AmericaData Centers (1)Total
Non-lease property revenue$71.6 $2.5 $4.9 $2.2 $31.9 $— $113.1 
Services revenue28.8 — — — — — 28.8 
Total non-lease revenue$100.4 $2.5 $4.9 $2.2 $31.9 $— $141.9 
Property lease revenue1,157.2 278.9 230.8 42.4 304.8 2.5 2,016.6 
Total revenue$1,257.6 $281.4 $235.7 $44.6 $336.7 $2.5 $2,158.5 
_______________
(1)Data Centers consists of the Company’s data center facilities located in the United States. For the three months ended March 31, 2021, revenue attributable to the Company’s data center assets previously reported in the U.S. & Canada property segment is now shown in the Data Centers segment.
Property revenue for the three months ended March 31, 2022 and 2021 includes straight-line revenue of $109.4 million and $119.9 million, respectively.
Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued guidance to provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for fiscal years,applies only to contracts, hedging relationships and for interim periods within those fiscal years, beginningother transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 15, 2019. Early adoption31, 2022, except for hedging relationships existing as of December 31, 2022 for which an
7
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
entity has elected certain optional expedients that are retained through the end of the hedging relationship. In January 2021, the FASB issued additional guidance that clarifies that certain practical expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by reference rate reform. As of March 31, 2022, the Company has not modified any contracts as a result of reference rate reform and is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expectevaluating the adoption ofimpact this guidance tostandard may have a material effect on its financial statements.

In May 2017, the FASB issued new guidance on accounting for stock-based compensation. The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The Company early adopted this guidance during the second quarter of 2017. The adoption of this guidance did not have a material effect on the Company’s financial statements.

In August 2017, the FASB issued new guidance on hedge and derivative accounting. The guidance simplifies accounting rules around hedge accounting and the disclosures of hedging arrangements. Among other things, the guidance eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.
2.    PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following (in thousands):following:
As of
March 31, 2022December 31, 2021
Prepaid assets$113.4 $94.5 
Prepaid income tax131.4 128.6 
Unbilled receivables290.0 269.6 
Value added tax and other consumption tax receivables76.7 83.9 
Other miscellaneous current assets88.6 80.6 
Prepaid and other current assets$700.1 $657.2 
3.    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.
During the three months ended March 31, 2022, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2021 Form 10-K. As of March 31, 2022, the Company does not have any material related party leases as either a lessor or a lessee. To the extent there are any intercompany leases, these are eliminated in consolidation.

Lessor— 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 land underneath its sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2022 were as follows:
Fiscal Year Amount (1)
Remainder of 2022$5,030.8 
20237,198.2 
20246,926.7 
20256,403.7 
20265,811.7 
Thereafter29,849.7 
Total$61,220.8 
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.    
Lessee—The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1 to the Company’s consolidated financial statements included in the 2021 Form 10-K. There were no material impairments recorded related to these assets during the three months ended March 31, 2022 and 2021.
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 March 31, 2022, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. During the three months ended March 31, 2022, other than leases acquired in connection with acquisitions, there were no material changes in the terms and provisions of the Company’s operating leases in which the Company is a lessee. There were no material changes in finance lease assets and liabilities during the three months ended March 31, 2022.
8
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
 As of
 September 30, 2017 December 31, 2016
Prepaid operating ground leases$133,534
 $134,167
Prepaid income tax123,239
 127,142
Unbilled receivables109,143
 57,661
Prepaid assets50,029
 36,300
Value added tax and other consumption tax receivables27,188
 31,570
Other miscellaneous current assets56,108
 54,193
Prepaids and other current assets$499,241
 $441,033
Information about other lease-related balances is as follows:

As of
March 31, 2022December 31, 2021
Operating leases:
Right-of-use asset$9,267.1 $9,225.1 
Current portion of lease liability$731.4 $712.6 
Lease liability8,027.1 8,041.8 
Total operating lease liability$8,758.5 $8,754.4 
The weighted-average remaining lease terms and incremental borrowing rates are as follows:
3.
As of
March 31, 2022December 31, 2021
Operating leases:
Weighted-average remaining lease term (years)12.613.0
Weighted-average incremental borrowing rate5.2 %5.1 %
The following table sets forth the components of lease cost:
Three Months Ended March 31,
20222021
Operating lease cost$306.5 $251.3 
Variable lease costs not included in lease liability (1)101.4 69.3 
______________
(1)Includes property tax paid on behalf of the landlord.
Supplemental cash flow information is as follows:
Three Months Ended March 31,
20222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(336.3)$(244.9)
Non-cash items:
New operating leases (1)$58.6 $89.2 
Operating lease modifications and reassessments (2)$(11.2)$85.7 
_______________
(1)Amount includes new operating leases and leases acquired in connection with acquisitions.
(2)Amount includes a reduction of the operating lease liability due to purchase accounting measurement period adjustments.

As of March 31, 2022, the Company does not have material operating or financing leases that have not yet commenced.
9
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
Maturities of operating lease liabilities as of March 31, 2022 were as follows:
Fiscal YearOperating Lease (1)
Remainder of 2022$846.8 
20231,108.2 
20241,058.2 
2025994.3 
2026941.9 
Thereafter7,091.3 
Total lease payments12,040.7 
Less amounts representing interest(3,282.2)
Total lease liability8,758.5 
Less current portion of lease liability731.4 
Non-current lease liability$8,027.1 
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
4.    GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying value of goodwill for each of the Company’s business segments were as follows (in thousands):follows:
  Property Services Total
  U.S. Asia EMEA Latin America 
Balance as of January 1, 2017 $3,379,163
 $1,029,313
 $150,511
 $509,705
 $1,988
 $5,070,680
Additions and adjustments (1) —
 400
 220,172
 642
 —
 221,214
Effect of foreign currency translation —
 41,694
 23,048
 15,043
 —
 79,785
Balance as of September 30, 2017 $3,379,163
 $1,071,407
 $393,731
 $525,390
 $1,988
 $5,371,679
 PropertyServicesTotal
 U.S. & CanadaAsia-PacificAfricaEuropeLatin AmericaData Centers
Balance as of January 1, 2022$4,648.4 $990.1 $612.2 $3,230.4 $888.6 $2,978.4 $2.0 $13,350.1 
Adjustments (1)— — — 3.1 (0.1)(0.8)— 2.2 
Effect of foreign currency translation0.7 (18.8)(14.9)(87.2)74.5 — — (45.7)
Balance as of March 31, 2022$4,649.1 $971.3 $597.3 $3,146.3 $963.0 $2,977.6 $2.0 $13,306.6 
_______________
(1)    Balances have been revised to reflect purchase accountingEurope and Latin America consist of measurement period adjustments.adjustments related to the Telxius Acquisition (as defined in note 14). Data Centers consists of measurement period adjustments related to the CoreSite Acquisition.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




The Company’s other intangible assets subject to amortization consisted of the following:
  As of September 30, 2017 As of December 31, 2016
Estimated Useful
Lives		 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net Book
Value
  As of March 31, 2022As of December 31, 2021
(years) (in thousands) Estimated Useful
Lives (years)		Gross
Carrying
Value		Accumulated
Amortization		Net Book
Value		Gross
Carrying
Value		Accumulated
Amortization		Net Book
Value
Acquired network location intangibles (1)Up to 20
 $4,860,063
 $(1,468,966) $3,391,097
 $4,622,316
 $(1,280,284) $3,342,032
Acquired network location intangibles (1)Up to 20$6,306.2 $(2,395.4)$3,910.8 $6,294.6 $(2,305.1)$3,989.5 
Acquired tenant-related intangibles15-20
 10,796,003
 (2,641,297) 8,154,706
 10,130,466
 (2,224,119) 7,906,347
Acquired tenant-related intangiblesUp to 2020,033.5 (5,363.7)14,669.8 20,030.5 (5,051.5)14,979.0 
Acquired licenses and other intangibles3-20
 39,286
 (7,355) 31,931
 28,140
 (4,827) 23,313
Acquired licenses and other intangibles2-201,810.3 (166.1)1,644.2 1,807.9 (49.2)1,758.7 
Economic Rights, TV Azteca70
 15,776
 (12,516) 3,260
 13,893
 (10,974) 2,919
Total other intangible assets  $15,711,128
 $(4,130,134) $11,580,994
 $14,794,815
 $(3,520,204) $11,274,611
Total other intangible assets$28,150.0 $(7,925.2)$20,224.8 $28,133.0 $(7,405.8)$20,727.2 
_______________
(1)Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
(1)Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, generally up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
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 sites.infrastructure. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in
10
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
place at the time of an 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 network location intangibles and tenant-related intangiblesintangible assets on a straight-line basis over their estimated useful lives. As of September 30, 2017,March 31, 2022, the remaining weighted average amortization period of the Company’s intangible assets excluding the TV Azteca Economic Rights detailed in note 5 to the Company’s consolidated financial statements included in the 2016 Form 10-K, was 15 years. Amortization of intangible assets for the three and nine months ended September 30, 2017March 31, 2022 and 2021 was $203.6$458.6 million and $579.0$253.4 million, respectively, andrespectively. The increase in amortization ofexpense is primarily due to intangible assets foracquired since the threebeginning of the prior-year period, including as a result of the Telxius Acquisition and nine months ended September 30, 2016 was $183.9 million and $521.0 million, respectively.the CoreSite Acquisition. Based on current exchange rates, the Company expects to record amortization expense as follows over the remaining current year and the five subsequent years (in millions):years:
Fiscal YearAmount
Remainder of 2022$1,378.1 
20231,645.8 
20241,432.2 
20251,407.2 
20261,373.1 
20271,370.4 
Fiscal Year 
Remainder of 2017$190.1
2018764.5
2019761.3
2020742.9
2021732.1
2022727.6



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.5.    ACCRUED EXPENSES
Accrued expenses consisted of the following (in thousands):following:
As of
March 31, 2022December 31, 2021
Accrued construction costs$132.7 $197.3 
Accrued income tax payable31.4 84.8 
Accrued pass-through costs89.6 91.0 
Amounts payable for acquisitions9.4 95.2 
Amounts payable to tenants75.7 81.1 
Accrued property and real estate taxes265.6 255.3 
Accrued rent79.9 78.8 
Payroll and related withholdings93.5 124.7 
Other accrued expenses409.7 404.6 
Total accrued expenses$1,187.5 $1,412.8 
 As of
 September 30, 2017 December 31, 2016
Accrued property and real estate taxes$149,563
 $138,361
Accrued pass-through costs79,631
 68,584
Payroll and related withholdings68,552
 76,141
Accrued rent53,855
 50,951
Amounts payable to tenants47,376
 32,326
Accrued income tax payable45,887
 11,551
Accrued construction costs38,740
 28,587
Accrued treasury stock purchases7,180
 —
Other accrued expenses283,288
 214,062
Total accrued expenses$774,072
 $620,563



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


5.6.    LONG-TERM OBLIGATIONS


Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums, debt issuance costs and fair value adjustments due to interest rate swaps consisted of the following (in thousands):following:
As of
March 31, 2022December 31, 2021Maturity Date
2021 Multicurrency Credit Facility (1) (2)$5,206.1 $4,388.4 June 30, 2025
2021 Term Loan (1)995.6 995.4 January 31, 2027
2021 Credit Facility (1)2,550.0 1,410.0 January 31, 2027
2021 EUR Three Year Delayed Draw Term Loan (1) (2)912.5 937.6 May 28, 2024
2021 USD 364-Day Delayed Draw Term Loan (1)2,998.9 2,998.5 December 28, 2022
2021 USD Two Year Delayed Draw Term Loan (1)1,498.6 1,498.4 December 28, 2023
2.250% senior notes (3)— 600.3 N/A
3.50% senior notes998.4 997.9 January 31, 2023
3.000% senior notes700.3 709.9 June 15, 2023
0.600% senior notes498.1 497.9 January 15, 2024
5.00% senior notes1,001.5 1,000.9 February 15, 2024
11
 As of  
 September 30, 2017 December 31, 2016 Maturity Date
2013 Credit Facility (1)$1,959,896
 $539,975
 June 28, 2020
Term Loan (1)995,143
 993,936
 January 31, 2022
2014 Credit Facility (1)1,055,000
 1,385,000
 January 31, 2022
4.500% senior notes—
 998,676
 N/A
3.40% senior notes999,813
 999,716
 February 15, 2019
7.25% senior notes—
 297,032
 N/A
2.800% senior notes745,988
 744,917
 June 1, 2020
5.050% senior notes697,853
 697,352
 September 1, 2020
3.300% senior notes745,660
 744,762
 February 15, 2021
3.450% senior notes644,761
 643,848
 September 15, 2021
5.900% senior notes497,707
 497,343
 November 1, 2021
2.250% senior notes576,984
 572,764
 January 15, 2022
4.70% senior notes696,529
 696,013
 March 15, 2022
3.50% senior notes990,470
 989,269
 January 31, 2023
5.00% senior notes1,002,499
 1,002,742
 February 15, 2024
1.375% senior notes579,406
 —
 April 4, 2025
4.000% senior notes740,748
 739,985
 June 1, 2025
4.400% senior notes495,538
 495,212
 February 15, 2026
3.375% senior notes984,460
 983,369
 October 15, 2026
3.125% senior notes396,980
 396,713
 January 15, 2027
3.55% senior notes742,661
 —
 July 15, 2027
Total American Tower Corporation debt15,548,096
 14,418,624
  
      
Series 2013-1A securities (2)499,524
 498,642
 March 15, 2018
Series 2013-2A securities (3)1,291,451
 1,290,267
 March 15, 2023
Series 2015-1 notes (4)347,743
 347,108
 June 15, 2020
Series 2015-2 notes (5)519,932
 519,437
 June 16, 2025
2012 GTP notes—
 179,459
 N/A
Unison notes—
 132,960
 N/A
India indebtedness (6)528,768
 549,528
 Various
India preference shares (7)25,532
 24,537
 March 2, 2020
Shareholder loans (8)102,804
 151,045
 Various
Other subsidiary debt (1) (9)258,338
 286,009
 Various
Total American Tower subsidiary debt3,574,092
 3,978,992
  
Other debt, including capital lease obligations146,575
 135,849
  
Total19,268,763
 18,533,465
  
Less current portion of long-term obligations(687,382) (238,806)  
Long-term obligations$18,581,381
 $18,294,659
  
_______________
(1)Accrues interest at a variable rate.
(2)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2043.
(3)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(4)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.
(5)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(6)Denominated in Indian Rupees (“INR”). Includes India working capital facility, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 9) and debt that has been entered into by ATC TIPL.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

(7)Mandatorily redeemable preference shares (the “Preference Shares”) classified as debt. On March 2, 2017, ATC TIPL issued the Preference Shares and used the proceeds to redeem the preference shares previously issued by Viom (the “Viom Preference Shares”). The Preference Shares are to be redeemed on March 2, 2020 and have a dividend rate of 10.25% per annum.
(8)Reflects balances owed to the Company’s joint venture partners in Ghana and Uganda. The Ghana loan is denominated in Ghanaian Cedi and the Uganda loan is denominated in Ugandan Shillings (“UGX”). Effective January 1, 2017, the Uganda loan, which had an outstanding balance of $80.0 million and accrued interest at a variable rate, was converted by the holder to a new shareholder note for 114.5 billion UGX ($31.8 million at the time of conversion), bearing interest at a fixed rate of 16.8% per annum. The remaining balance of the Uganda loan was converted into equity.
(9)Includes the BR Towers debentures, which are denominated in Brazilian Reais (“BRL”) and amortize through October 15, 2023, the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021 and the Brazil credit facility, which is denominated in BRL and matures on January 15, 2022.

3.375% senior notes647.3 647.0 May 15, 2024
2.950% senior notes645.1 644.7 January 15, 2025
2.400% senior notes746.4 746.1 March 15, 2025
1.375% senior notes (4)548.9 563.8 April 4, 2025
4.000% senior notes745.8 745.5 June 1, 2025
1.300% senior notes496.6 496.4 September 15, 2025
4.400% senior notes497.7 497.6 February 15, 2026
1.600% senior notes695.5 695.2 April 15, 2026
1.950% senior notes (4)549.3 564.3 May 22, 2026
1.450% senior notes593.4 593.0 September 15, 2026
3.375% senior notes991.6 991.2 October 15, 2026
3.125% senior notes398.3 398.3 January 15, 2027
2.750% senior notes745.4 745.2 January 15, 2027
0.450% senior notes (4)824.4 847.1 January 15, 2027
0.400% senior notes (4)547.6 562.5 February 15, 2027
3.55% senior notes745.7 745.5 July 15, 2027
3.600% senior notes694.5 694.3 January 15, 2028
0.500% senior notes (4)822.7 845.3 January 15, 2028
1.500% senior notes646.0 645.8 January 31, 2028
3.950% senior notes591.8 591.6 March 15, 2029
0.875% senior notes (4)824.5 847.3 May 21, 2029
3.800% senior notes1,635.5 1,635.1 August 15, 2029
2.900% senior notes742.7 742.5 January 15, 2030
2.100% senior notes741.4 741.2 June 15, 2030
0.950% senior notes (4)546.0 561.0 October 5, 2030
1.875% senior notes791.6 791.4 October 15, 2030
2.700% senior notes693.9 693.7 April 15, 2031
2.300% senior notes691.2 691.0 September 15, 2031
1.000% senior notes (4)712.0 731.7 January 15, 2032
1.250% senior notes (4)546.2 561.2 May 21, 2033
3.700% senior notes592.1 592.1 October 15, 2049
3.100% senior notes1,038.1 1,038.0 June 15, 2050
2.950% senior notes1,021.6 1,021.5 January 15, 2051
Total American Tower Corporation debt41,110.8 39,943.3 
Series 2013-2A securities (5)1,298.6 1,298.2 March 15, 2023
Series 2018-1A securities (5)495.5 495.3 March 15, 2028
Series 2015-2 notes (6)522.9 522.7 June 16, 2025
CoreSite Debt (7)— 955.1 N/A
Other subsidiary debt (8)5.9 8.0 Various
Total American Tower subsidiary debt2,322.9 3,279.3 
Finance lease obligations30.7 31.6 
Total43,464.4 43,254.2 
Less current portion of long-term obligations(5,309.9)(4,568.7)
Long-term obligations$38,154.5 $38,685.5 
_______________
(1)Accrues interest at a variable rate.
(2)As of March 31, 2022 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”).
(3)Repaid in full on January 14, 2022 using borrowings under the 2021 Credit Facility (as defined below).
(4)Notes are denominated in EUR.
(5)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(6)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(7)Debt entered into by CoreSite assumed in connection with the CoreSite Acquisition (the “CoreSite Debt”). On January 7, 2022, all amounts outstanding under the CoreSite Debt were repaid using borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
12
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
(8)Includes debt entered into by the Company’s Kenyan subsidiary in connection with an acquisition of communications sites in Kenya, which is denominated in USD and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii) five years from the note origination date, including the exercise of the optional two year extension, subject to the satisfaction of specified conditions. As of December 31, 2021, also included U.S. subsidiary debt related to a seller-financed acquisition.

Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) $499.5 million$3.0 billion in borrowings under the 2021 USD 364-Day Delayed Draw Term Loan (as defined below) due December 28, 2022, (ii) $1.3 billion aggregate principal amount of the Company’s Secured Tower Revenue Securities, Series 2013-1A2013-2A due March 15, 2023 and (ii) 7.6(iii) $1.0 billion INR ($116.5 million)aggregate principal amount of India indebtedness.the Company’s 3.50% senior unsecured notes due January 31, 2023.

Securitized Debt—Cash flows generated by the communications sites that secure the securitized debt of the Companyare 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 payservice 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.

Repayment of CoreSite Debt—On January 7, 2022, the Company repaid the entire amount outstanding under the CoreSite Debt, plus accrued and unpaid interest up to, but excluding, January 7, 2022, for an aggregate redemption price of $962.9 million, including $80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The repayment of the CoreSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and cash on hand.
Repayment of 2.250% Senior Notes—On January 14, 2022, the Company repaid $600.0 million aggregate principal amount of the Company’s 2.250% senior unsecured notes due January 15, 2022 (the “2.250% Notes”) upon their maturity. The 2.250% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 2.250% Notes remained outstanding.
1.375% Senior Notes Offering—On April 6, 2017,Subsequent to March 31, 2022, the Company completed a registered public offering of 500.0the 3.650% Notes and the 4.050% Notes, each as defined and further discussed in note 16.
Bank Facilities
2021 Multicurrency Credit Facility—During the three months ended March 31, 2022, the Company borrowed an aggregate of $850.0 million Euros ($532.2 million atunder the date of issuance) aggregate principal amount of 1.375%Company’s $6.0 billion senior unsecured notes due 2025multicurrency revolving credit facility, as amended and restated in December 2021 (the “1.375% Notes”“2021 Multicurrency Credit Facility”). The net proceeds from this offering were approximately 489.8 million Euros (approximately $521.4 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceedsborrowings to repay existingoutstanding indebtedness, including the CoreSite Debt, and for general corporate purposes.

2021 Credit Facility—During the three months ended March 31, 2022, the Company borrowed an aggregate of $1.4 billion, and repaid an aggregate of $260.0 million of revolving indebtedness under its multicurrencythe Company’s $4.0 billion senior unsecured revolving credit facility, entered into in June 2013, as amended and restated in December 2021 (the “2013“2021 Credit Facility”),. The Company used the borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes.

The 1.375% Notes will mature on April 4, 2025As of March 31, 2022, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and bear interest at a rate of 1.375% per annum. Accruedrestated in December 2021 (the “2021 Term Loan”), the Company’s 825.0 million EUR unsecured term loan, as amended and unpaid interest onrestated in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”), the 1.375% Notes will be payableCompany’s $3.0 billion unsecured term loan entered into in Euros in arrears on April 4 of each year, beginning on April 4, 2018. Interest on the 1.375% Notes will be computed on the basis of the actual number of days in the period for which interest is being calculatedDecember 2021 (the “2021 USD 364-Day Delayed Draw Term Loan”) and the actual number of days from and including the last date on which interest was paid on the 1.375% Notes and commenced accruing on April 6, 2017.

3.55% Senior Notes Offering—On June 30, 2017, the Company completed a registered public offering of $750.0 million aggregate principal amount of 3.55% seniorCompany’s $1.5 billion unsecured notes due 2027term loan entered into in December 2021 (the “3.55% Notes”“2021 USD Two Year Delayed Draw Term Loan”). The net proceeds from this offering were approximately $741.8 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2013 Credit Facility.

The 3.55% Notes will mature on July 15, 2027 and bear interest at a rate of 3.55% per annum. Accrued and unpaid interest on the 3.55% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018. Interest on the 3.55% Notes is computed on the basis of a 360-day year comprised of twelve 30-day months and commenced accruing on June 30, 2017.

The Company may redeem each series of senior 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 1.375% Notes on or after January 4, 2025 or the 3.55% Notes on or after April 15, 2027, it will not be required to pay a make-whole premium. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture, it may be required to repurchase all of the applicable notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.follows:

13

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Outstanding Principal Balance
(in millions)		Undrawn letters of credit
(in millions)		Maturity DateCurrent margin over LIBOR or EURIBOR (1)Current commitment fee (2)
2021 Multicurrency Credit Facility$5,206.1 $3.5 June 30, 2025(3)1.125 %0.110 %
2021 Credit Facility2,550.0 21.2 January 31, 2027(3)1.125 %0.110 %
2021 Term Loan1,000.0 N/AJanuary 31, 20271.125 %N/A
2021 EUR Three Year Delayed Draw Term Loan913.0 N/AMay 28, 20241.125 %N/A
2021 USD 364-Day Delayed Draw Term Loan3,000.0 N/ADecember 28, 20221.125 %N/A
2021 USD Two Year Delayed Draw Term Loan1,500.0 N/ADecember 28, 20231.125 %N/A

_______________
The supplemental indentures contain certain covenants that restrict(1)LIBOR applies to 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 such liens does not exceed 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture.

Bank Facilities
2013 Credit Facility—During the nine months ended September 30, 2017, the Company borrowed an aggregate of $3.4 billion and repaid an aggregate of $2.0 billion of revolving indebtednessUSD denominated borrowings under the 2013 Credit Facility. The Company used the borrowings to fund acquisitions, repay existing indebtedness and for general corporate purposes.

2014 Credit Facility—During the nine months ended September 30, 2017, the Company borrowed an aggregate of $200.0 million and repaid an aggregate of $530.0 million of revolving indebtedness under its senior unsecured revolving credit facility entered into in January 2012 and amended and restated in September 2014, as further amended (the “2014 Credit Facility”).

As of September 30, 2017, the key terms under the 20132021 Multicurrency Credit Facility, the 20142021 Credit Facility, the 2021 Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan. Euro Interbank Offer Rate (“EURIBOR”) applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the Company’s unsecured term loan entered into in October 2013, as amended (the “Term Loan”), were as follows:borrowings under the 2021 EUR Three Year Delayed Draw Term Loan.
 Outstanding Principal Balance (in millions) Undrawn letters of credit (in millions) Maturity Date Current margin over LIBOR (1) Current commitment fee (2)
2013 Credit Facility$1,959.9
 $4.6
 June 28, 2020(3)1.250% 0.150%
2014 Credit Facility$1,055.0
 $6.4
 January 31, 2022(3)1.250% 0.150%
Term Loan$1,000.0
 $—
 January 31, 2022 1.250% N/A
_______________
(1)    LIBOR means the London Interbank Offered Rate.
(2)Fee on undrawn portion of each credit facility.
(3)Subject to two2 optional renewal periods.

Repayment of 2012 GTP Notes and Unison Notes and Redemption of Senior Notes—On February 15, 2017, the Company repaid the $173.5 million remaining principal amount outstanding under the Secured Cellular Site Revenue Notes, Series 2012-2 Class A, Series 2012-2 Class B and Series 2012-2 Class C issued by GTP Cellular Sites, LLC, plus prepayment consideration and accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $1.8 million, which includes prepayment consideration of $7.2 million offset by the remaining portion of the unamortized premium.

On February 15, 2017, the Company repaid the $129.0 million principal amount outstanding under the Secured Cellular Site Revenue Notes, Series 2010-2, Class C and Series 2010-2, Class F issued by Unison Ground Lease Funding, LLC, plus prepayment consideration and accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $14.5 million, which includes prepayment consideration of $18.3 million offset by the remaining portion of the unamortized premium.

On February 10, 2017, the Company redeemed all of the outstanding 7.25% senior unsecured notes due 2019 (the “7.25% Notes”) at a price equal to 112.0854% of the principal amount, plus accrued and unpaid interest up to, but excluding, February 10, 2017, for an aggregate redemption price of $341.4 million, including $5.1 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $39.2 million, which includes prepayment consideration of $36.3 million and the remaining portion of the unamortized discount and deferred financing costs. Upon completion of the redemption, none of the 7.25% Notes remained outstanding.

On July 31, 2017, the Company redeemed all of the outstanding 4.500% senior unsecured notes due 2018 (the “4.500% Notes”) at a price equal to 101.3510% of the principal amount, plus accrued and unpaid interest up to, but excluding, July 31, 2017, for an aggregate redemption price of $1.0 billion, including $2.0 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $14.1 million which includes prepayment


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


consideration of $13.5 million and the remaining portion of the unamortized discount and deferred financing costs. Upon completion of the redemption, none of the 4.500% Notes remained outstanding.

The repayments and the redemptions described above were funded with borrowings under the 2013 Credit Facility and cash on hand.


6.7.    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 1Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2Observable 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 3Unobservable 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 (in thousands):follows:
 September 30, 2017 December 31, 2016 March 31, 2022December 31, 2021
 Fair Value Measurements Using Fair Value Measurements Using Fair Value Measurements UsingFair Value Measurements Using
 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1Level 2Level 3Level 1Level 2Level 3
Assets:            Assets:
Short-term investments (1) $1,032
 —
 —
 $4,026
 —
 —
Interest rate swap agreements —
 —
 —
 —
 $3
 —
Interest rate swap agreements— $0.8 — — $11.0 — 
Embedded derivative in lease agreement —
 —
 $12,623
 —
 —
 $13,290
Investments in equity securities (1)Investments in equity securities (1)$46.6 — — $37.1 — — 
Liabilities:            Liabilities:
Interest rate swap agreements —
 $22,409
 —
 —
 $24,682
 —
Acquisition-related contingent consideration —
 —
 $16,045
 —
 —
 $15,444
Fair value of debt related to interest rate swap agreements (2)Fair value of debt related to interest rate swap agreements (2)$1.9 — — $12.2 — — 
_______________
(1)Consists of highly liquid investments with original maturities in excess of three months.

(1)Investments in equity securities are recorded in Notes receivable and other non-current assets in the consolidated balance sheet 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 three months ended March 31, 2022, the Company recognized unrealized gains of $9.5 million for equity securities held as of March 31, 2022.
(2)Included in the carrying values of the corresponding debt obligations.

During the ninethree months ended September 30, 2017,March 31, 2022, the Company has made no changes to the methods described in note 11 to its consolidated financial statements included in the 20162021 Form 10-K that it used to measure the fair value of its interest rate swap agreements. In January 2022, the interest rate swap agreements with certain lenders under the embedded derivative in one2.250% Notes expired upon maturity of its lease agreements and acquisition-related contingent consideration. The changes in fair value during the nine months ended September 30, 2017 and 2016 were not material to the consolidated financial statements.underlying debt. As of September 30, 2017,March 31, 2022, there were no amounts outstanding under the Company estimatedinterest rate swap agreements under the value of all potential acquisition-related contingent consideration payments to be between zero and $47.6 million.2.250% Notes.
14
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
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. DuringThere were no material impairments during the three and nine months ended September 30, 2017March 31, 2022 and 2016, the Company did not record any material asset impairment charges.2021. There were no other items measured at fair value on a nonrecurring basis during the ninethree months ended September 30, 2017March 31, 2022 or 2016.2021.



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


In October 2017, one of the Company’s tenants in Asia, Tata Teleservices Limited (“Tata Teleservices”), informed the Department of Telecommunications in India of its intent to exit the wireless telecommunications business and announced plans to transfer its business to another telecommunications provider. The Company will continue to monitor the status of these developments, as it is possible that the estimated future cash flows may differ from original estimates. Changes in estimated cash flows from Tata Teleservices could have an impact on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangibles, which have a current net book value of $445.0 million.

Fair Value of Financial Instruments—The Company’s financial instruments for which the carrying value reasonably approximates fair value at September 30, 2017March 31, 2022 and December 31, 20162021 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 September 30, 2017March 31, 2022 and December 31, 2016,2021, the carrying value of long-term obligations, including the current portion, was $19.3$43.5 billion and $18.5$43.3 billion, respectively. As of September 30, 2017,March 31, 2022, the fair value of long-term obligations, including the current portion, was $19.8$42.2 billion, of which $12.0$25.6 billion was measured using Level 1 inputs and $7.8$16.6 billion was measured using Level 2 inputs. As of December 31, 2016,2021, the fair value of long-term obligations, including the current portion, was $18.8$44.1 billion, of which $11.8$28.5 billion was measured using Level 1 inputs and $7.0$15.6 billion was measured using Level 2 inputs.

7.8.    INCOME TAXES
The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate (“ETR”) for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual ETR is determined. Under the provisions of the Internal Revenue Code of 1986, as amended, the Company may deduct amounts distributed to stockholders against the income generated by its REITreal estate investment trust (“REIT”) operations. The Company continues to be subject to income taxes on the income of its TRSsdomestic taxable REIT subsidiaries and income taxes in foreign jurisdictions where it conducts operations. In addition, the Company is able to offset certain income by utilizing its net operating losses, subject to specified limitations.
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 positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.
The decrease in the income tax provision during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 was primarily attributable to the reversal of valuation allowances in certain jurisdictions. These valuation allowance reversals were recognized as a reduction to the income tax provision as the net related deferred tax assets were deemed realizable based on changes in facts and circumstances relevant to the assets’ recoverability.

As of September 30, 2017March 31, 2022 and December 31, 2016,2021, the total unrecognized tax benefits that would impact the ETR, if recognized, were approximately $107.4$99.2 million and $102.9$94.8 million, respectively. The amount of unrecognized tax benefits during the three and nine months ended September 30, 2017March 31, 2022 includes additions to the Company’s existing tax positions of $1.9$1.7 million and $5.7 million, respectively, foreign currency exchange rate fluctuations of $1.0 million and $3.7 million, respectively, and reductions due to the expiration of the statute of limitations in certain jurisdictions of $0.4 million during each of the three and nine months ended September 30, 2017.$2.5 million. Unrecognized tax benefits are expected to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this time frame, as described in note 12 to the Company’s consolidated financial statements included in the 20162021 Form 10-K. The impact of the amount of these changes to previously recorded uncertain tax positions could range from zero to $11.5$16.8 million.

The Company recorded the following penalties and income tax-related interest expense during the three and nine months ended September 30, 2017March 31, 2022 and 2016 (in thousands):2021:
Three Months Ended March 31,
20222021
Penalties and income tax-related interest expense$7.3 $3.7 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Penalties and income tax-related interest expense$1,045
 $1,806
 $3,392
 $7,023

As of September 30, 2017March 31, 2022 and December 31, 2016,2021, the total amount of accrued income tax related interest and penalties included in the consolidated balance sheets was $28.9were $51.7 million and $24.3$42.3 million, respectively.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



During the nine months ended September 30, 2017, the Ghana Revenue Authority issued a clarification to its income tax law, which resulted in a benefit to income tax expense of $11.6 million.

8.9.    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
15
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
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, generally over four years for time-based restricted stock units (“RSUs”) and stock options and three years for performance-based restricted stock units (“PSUs”). Stock options generally expire ten years from the date of grant. As of September 30, 2017,March 31, 2022, the Company had the ability to grant stock-based awards with respect to an aggregate of 8.55.2 million shares of common stock under the 2007 Plan. In connection with the CoreSite Acquisition, the Company assumed the remaining shares previously available for issuance under a plan approved by the CoreSite shareholders, which converted into 1.4 million shares of the Company’s common stock. These shares will be available for issuance under the 2007 Plan, however, will only be available for grants to certain employees and will not be available for issuance beyond the period when they would have been available under the CoreSite plan, or March 20, 2023, at which time they will no longer be available for grant. In addition, the Company maintains an employee stock purchase plan (“ESPP”(the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.
During the three and nine months ended September 30, 2017March 31, 2022 and 2016,2021, the Company recorded and capitalized the following stock-based compensation expense (in thousands):in selling, general, administrative and development expense:
Three Months Ended March 31,
 20222021
Stock-based compensation expense$56.7 $38.0 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Stock-based compensation expense$24,463
 $20,226
 $86,423
 $70,212
Stock-based compensation expense capitalized as property and equipment$368
 $353
 $1,338
 $1,115
Stock Options—As of September 30, 2017, totalMarch 31, 2022, there was no unrecognized compensation expense related to unvested stock options was $15.2 million, which is expected to be recognized over a weighted average period of approximately two years.options.
The Company’s option activity for the ninethree months ended September 30, 2017March 31, 2022 was as follows:follows (shares disclosed in full amounts):
Number of Options
Outstanding as of January 1, 201720227,269,3761,067,999 
Granted6,534
Exercised(1,501,905(99,367))
Forfeited(42,247— )
Expired—
Outstanding as of September 30, 2017March 31, 20225,731,758968,632 
Restricted Stock Units—As of September 30, 2017,March 31, 2022, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan, including the CoreSite Replacement Awards (as defined below), was $115.8$260.9 million and is expected to be recognized over a weighted average period of approximately three years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement). In December 2021, in connection with the CoreSite Acquisition, the Company assumed and converted certain equity awards previously granted by CoreSite under its equity plan into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”). As of March 31, 2022, total unrecognized compensation expense related to the CoreSite Replacement Awards was $17.3 million and is expected to be recognized over a weighted average period of approximately two years.years.
Performance-Based Restricted Stock Units—During the ninethree months ended September 30, 2017March 31, 2022, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of 98,542 PSUs (the “2022 PSUs”) to its executive officers and 2016,established the Company’sperformance metrics for these awards. During the years ended December 31, 2021 and 2020, the Compensation Committee granted an aggregate of 154,52098,694 PSUs (the “2017“2021 PSUs”) and 169,340110,925 PSUs (the “2016“2020 PSUs”), respectively, to its executive officers and established the performance metrics for these awards. During the year ended December 31, 2020, in connection with the retirement of the Company’s former Chief Executive Officer, an aggregate of 40,186 shares underlying the 2020 PSUs were forfeited, which included the target number of shares issuable at the end of the three-year performance period for such executive’s 2020 PSUs. Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 20172022 PSUs, the 2021 PSUs and the 20162020 PSUs and for each year in the three-year performance period with respect to PSUs granted to executive officers in 2015 (the “2015 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


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


three-year performance period, the number of shares that vest will depend on the degree of achievement against the pre-established
16
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
performance goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment. In the event of the executive’semployment or death, disability or qualifyingqualified retirement PSUs will be paid out pro rata(each as defined in accordance with the terms of the applicable PSU award agreement.agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
Restricted Stock Units and Performance-Based Restricted Stock Units—The Company’s RSU and PSU activity for the ninethree months ended September 30, 2017March 31, 2022 was as follows:follows (shares disclosed in full amounts):
 RSUs PSUs
Outstanding as of January 1, 2017 (1)1,663,743
 242,757
Granted (2)828,532
 177,897
Vested(652,797) —
Forfeited(62,979) —
Outstanding as of September 30, 20171,776,499
 420,654
RSUsPSUs
Outstanding as of January 1, 2022 (1) (2)1,298,178 267,621 
Granted (3)662,332 98,542 
Vested and Released (4)(518,502)(54,381)
Forfeited(18,043)— 
Outstanding as of March 31, 20221,423,965 311,782 
Vested and deferred as of March 31, 2022 (5)4,253 43,807 
_______________
(1)PSUs consist of the shares issuable for the 2015 PSUs at the end of the three-year performance cycle based on achievement against the performance metric for the first and second year’s performance periods, or 73,417 shares, and the target number of shares issuable at the end of the three-year performance period for the 2016 PSUs, or 169,340 shares.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance cycle attributable to the third year’s performance period for the 2015 PSUs, or 23,377 shares, and the target number of shares issuable at the end of the three-year performance cycle for the 2017 PSUs, or 154,520 shares.

(1)RSUs include 125,841 shares of the CoreSite Replacement Awards.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the outstanding 2021 PSUs and the outstanding 2020 PSUs, or 98,694 shares and 70,739 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2019 (the “2019 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 98,188 shares.
(3)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2022 PSUs, or 98,542 shares.
(4)Includes 12,868 shares of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2019 PSUs. There are no additional shares to be earned related to the 2019 PSUs.
(5)Vested and deferred RSUs and PSUs are related to deferred compensation for certain former employees.
During the three and nine months ended September 30, 2017,March 31, 2022, the Company recorded $6.5$8.3 million and $18.0 million, respectively, in stock-based compensation expense for equity awards in which the performance goals hadhave been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at September 30, 2017March 31, 2022 was $27.9$26.9 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 approximately two years.

9.    REDEEMABLE NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests—On April 21, 2016, the Company, through its wholly owned subsidiary, ATC Asia Pacific Pte. Ltd., acquired a 51% controlling ownership interest in Viom, a telecommunications infrastructure company that owns and operates wireless communications towers and indoor DAS networks in India (the “Viom Acquisition”).

In connection with the Viom Acquisition, the Company, through one of its subsidiaries, entered into a shareholders agreement (the “Shareholders Agreement”) with Viom and the following remaining Viom shareholders: Tata Sons Limited, Tata Teleservices, IDFC Private Equity Fund III, Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (collectively, the “Remaining Shareholders”). The Shareholders Agreement provides for, among other things, put options held by certain of the Remaining Shareholders, which allow the Remaining Shareholders to sell outstanding shares of ATC TIPL, and call options held by the Company, which allow the Company to buy the noncontrolling shares of ATC TIPL. The put options, which are not under the Company’s control, cannot be separated from the noncontrolling interests. As a result, the combination of the noncontrolling interests and the redemption feature require classification as redeemable noncontrolling interests in the consolidated balance sheet, separate from equity.

Given the provisions governing the put rights, the redeemable noncontrolling interests are recorded outside of permanent equity at their redemption value. The noncontrolling interests become redeemable after the passage of time, and therefore, the Company records the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and foreign currency translation adjustments, and (ii) the redemption value. If required, the Company will adjust the redeemable noncontrolling interests to redemption value on each balance sheet date with changes in redemption value recognized as an adjustment to Distributions in excess of earnings.



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The put options may be exercised, requiring the Company to purchase the Remaining Shareholders’ equity interests, on specified dates beginning April 1, 2018 through March 31, 2021. The price of the put options will be based on the fair market value of the exercising Remaining Shareholder’s interest in the Company’s India operations at the time the option is exercised. Put options held by certain of the Remaining Shareholders are subject to a floor price of 216 INR per share.

The changes in Redeemable noncontrolling interests for the nine months ended September 30, 2017 were as follows (in thousands):
Balance as of January 1, 2017 $1,091,220
Net income attributable to noncontrolling interests 12,158
Foreign currency translation adjustment attributable to noncontrolling interests 43,395
Balance as of September 30, 2017 $1,146,773

10.    EQUITY

Series A Preferred Stock—In May 2014, the Company issued 6,000,000 shares of its 5.25% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”). During the nine months ended September 30, 2017, all outstanding shares of the Series A Preferred Stock converted at a rate of 0.9337 per share into an aggregate of 5,602,153 shares of the Company’s common stock pursuant to the provisions of the Certificate of Designations governing the Series A Preferred Stock. The Company paid cash in lieu of fractional shares of the Company’s common stock. These payments were recorded as a reduction to Additional paid-in capital.

On May 15, 2017, the Company paid the final dividend of $7.9 million to holders of record of the Series A Preferred Stock at the close of business on May 1, 2017.

Series B Preferred Stock—The Company has 13,749,860 depositary shares, each representing a 1/10th interest in a share of its 5.50% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”) outstanding, after giving effect to the early conversion of 140 depositary shares at the option of the holder at a conversion rate of 0.8687 per depositary share in May 2017. The Company paid cash in lieu of fractional shares of the Company’s common stock. This payment was recorded as a reduction to Additional paid-in capital. The Series B Preferred Stock was issued in March 2015.

Unless converted or redeemed earlier, each share of the Series B Preferred Stock will automatically convert on February 15, 2018, into between 8.6870 and 10.4244 shares of the Company’s common stock, depending on the applicable market value of the Company’s common stock and subject to anti-dilution adjustments. Subject to certain restrictions, at any time prior to February 15, 2018, holders of the Series B Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate then in effect.

Dividends on shares of the Series B Preferred Stock are payable on a cumulative basis when, as and if declared by the Company’s Board of Directors at an annual rate of 5.50% on the liquidation preference of $1,000.00 per share (and, correspondingly, $100.00 per share with respect to the depositary shares) on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2015 to, and including, February 15, 2018.

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. The terms of the Series B Preferred Stock provide that, unless full cumulative dividends have been paid or set aside for payment on all outstanding Series B Preferred Stock for all prior dividend periods, no dividends may be declared or paid on common stock.

Sales of Equity Securities—The Company receives proceeds from the salesales of its equity securities pursuant to the ESPP and upon exercise of stock options granted under its equity incentive plan.the 2007 Plan. During the ninethree months ended September 30, 2017,March 31, 2022, the Company received an aggregate of $105.7$8.0 million in proceeds upon exercises of stock optionsoptions.
2020 “At the Market” Stock Offering Program—In August 2020, the Company established an “at the market” stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales pursuantprice of up to $1.0 billion (the “2020 ATM Program”). Sales under the ESPP.2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of March 31, 2022, the Company has not sold any shares of common stock under the 2020 ATM Program.



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Stock Repurchase ProgramPrograms—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”).

During the nine months ended September 30, In December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company resumed the 2011 Buyback and repurchased 5,456,538 sharesis authorized to repurchase up to $2.0 billion of its common stock thereunder for an aggregate of $676.9 million (of which $7.2 million was accrued as of September 30, 2017), including commissions(the “2017 Buyback,” and, fees. As of September 30, 2017, the Company had repurchased a total of 11,713,442 shares of its common stock undertogether with the 2011 Buyback, for an aggregate of $1.1 billion, including commissions and fees.the “Buyback Programs”).
Under the 2011 Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases, orin privately negotiated transactions at prevailingnot to exceed market prices, and (with respect to such open market purchases) pursuant to plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with securities laws and other legal requirements and subject to market conditions and other factors. To facilitate
17
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
During the three months ended March 31, 2022, there were no repurchases under either of the Buyback Programs. As of March 31, 2022, the Company makes purchases pursuant to trading planshas repurchased a total of 14,361,283 shares of its common stock under Rule 10b5-1the 2011 Buyback for an aggregate of the Securities Exchange Act$1.5 billion, including commissions and fees. As of 1934, as amended, which allowsMarch 31, 2022, the Company to repurchase shares during periods when it otherwise might be prevented from doing sohas not made any repurchases under insider trading laws or because of self-imposed trading blackout periods.

the 2017 Buyback.
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. PurchasesRepurchases under the 2011 Buyback Programs are subject to, among other things, the Company having available cash to fund the repurchases.

Distributions—During the ninethree months ended September 30, 2017,March 31, 2022, the Company declared or paid the following cash distributions:distributions (per share data reflects actual amounts):
Declaration DatePayment DateRecord DateDistribution per shareAggregate Payment Amount (1)
Common Stock
March 10, 2022April 29, 2022April 13, 2022$1.40 $638.8 
December 15, 2021January 14, 2022December 27, 2021$1.39 $633.5 
Declaration Date Payment Date Record Date Distribution per share Aggregate Payment Amount (in millions)
Common Stock        
December 14, 2016 January 13, 2017 December 28, 2016 $0.58
 $247.7
March 9, 2017 April 28, 2017 April 12, 2017 $0.62
 $264.3
June 1, 2017 July 14, 2017 June 19, 2017 $0.64
 $274.7
September 11, 2017 October 17, 2017 September 29, 2017 $0.66
 $283.3
         
Series A Preferred Stock        
January 13, 2017 February 15, 2017 February 1, 2017 $1.3125
 $7.9
April 13, 2017 May 15, 2017 May 1, 2017 $1.3125
 $7.9
         
Series B Preferred Stock        
January 13, 2017 February 15, 2017 February 1, 2017 $13.75
 $18.9
April 13, 2017 May 15, 2017 May 1, 2017 $13.75
 $18.9
July 14, 2017 August 15, 2017 August 1, 2017 $13.75
 $18.9
_______________
(1)Does not include amounts accrued for distributions payable related to unvested restricted stock units.
During the three months ended March 31, 2021, the Company declared or paid the following cash distributions (per share data reflects actual amounts):
Declaration DatePayment DateRecord DateDistribution per shareAggregate Payment Amount (1)
Common Stock
March 4, 2021April 29, 2021April 13, 2021$1.24 $551.5 
December 3, 2020February 2, 2021December 28, 2020$1.21 $537.6 
_______________
(1)Does not include amounts accrued for distributions payable related to unvested restricted stock units.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. As of September 30, 2017,March 31, 2022, the amount accrued for distributions payable related to unvested restricted stock units was $8.0$9.1 million. During the ninethree months ended September 30, 2017,March 31, 2022 and 2021, the Company paid $2.9$6.6 million and $7.3 million of distributions upon the vesting of restricted stock units.units, respectively. 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.

11.    NONCONTROLLING INTERESTS
Dividend to noncontrolling interest— Certain of the Company’s subsidiaries may, from time to time, declare dividends. In December 2021, AT Iberia C.V. declared a dividend of 14.0 million EUR (approximately $15.9 million) payable pursuant to the terms of the ownership agreements to ATC Europe and PGGM in proportion to their respective equity interests in AT Iberia C.V.
Purchase of Interests—In March 2021, the Company purchased the remaining minority interests held in a subsidiary in the United States for total consideration of $6.0 million. The purchase price was settled with unregistered shares of the Company’s common stock, in lieu of cash. The Company now owns 100% of the subsidiary as a result of the purchase.
Reorganization of European Interests—In June 2021, in connection with the funding of the Telxius Acquisition, the Company completed a reorganization of its subsidiaries in Europe. As part of the reorganization, PGGM converted its previously held 49% noncontrolling interest in Former ATC Europe into noncontrolling interests in new subsidiaries, consisting of the Company's operations in Germany and Spain, inclusive of the assets acquired pursuant to the Telxius Acquisition. The reorganization included cash consideration paid to PGGM of 178.0 million EUR (approximately $214.9 million). The reorganization is reflected in the consolidated statements of equity as (i) a reduction in Additional Paid-in Capital of $648.4 million and (ii) an increase in Noncontrolling Interests of $601.0 million, and in the consolidated statements of comprehensive income (loss) as an increase in Comprehensive income attributable to American Tower Corporation stockholders of $47.4 million.
CDPQ and Allianz Partnerships—In May and June 2021, the Company entered into agreements with Caisse de dépôt et placement du Québec (“CDPQ”) and Allianz insurance companies and funds managed by Allianz Capital Partners

18

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

GmbH, including the Allianz European Infrastructure Fund (collectively, “Allianz”), for CDPQ and Allianz to acquire 30% and 18% noncontrolling interests, respectively, in ATC Europe (the “ATC Europe Transactions”). The Company completed the ATC Europe Transactions in September 2021 for total aggregate consideration of 2.6 billion EUR (approximately $3.1 billion at the date of closing). After the completion of the ATC Europe Transactions, the Company holds a 52% controlling ownership interest in ATC Europe.
11.As of March 31, 2022, ATC Europe consists of the Company’s operations in France, Germany, Poland and Spain. The Company currently holds a 52% controlling interest in ATC Europe, with CDPQ and Allianz holding 30% and 18% noncontrolling interests, respectively. ATC Europe holds a 100% interest in the subsidiaries that consist of the Company’s operations in France and Poland and an 87% and an 83% controlling interest in the subsidiaries that consist of the Company’s operations in Germany and Spain, respectively, with PGGM holding a 13% and a 17% noncontrolling interest in each respective subsidiary.
Bangladesh Partnership—In August 2021, the Company acquired a 51% controlling interest in Kirtonkhola Tower Bangladesh Limited (“KTBL”) for 900 million Bangladeshi Taka (“BDT”) (approximately $10.6 million at the date of closing). Confidence Group holds a 49% noncontrolling interest in KTBL.
The changes in noncontrolling interests were as follows:
Three Months Ended March 31,
20222021
Balance as of January 1,$3,988.4 $474.9 
Redemption of noncontrolling interest (1)— (1.7)
Net (loss) income attributable to noncontrolling interests(9.0)3.8 
Foreign currency translation adjustment attributable to noncontrolling interests, net of tax(91.5)(21.2)
Distributions to noncontrolling interest holders(0.2)(0.3)
Balance as of March 31,$3,887.7 $455.5 
_______________
(1)Represents the impact of the purchase of interests described above on Noncontrolling interests.
12.    EARNINGS PER COMMON SHARE

The following table sets forth basic and diluted net income per common share computational data (in(shares in thousands, except per share data):
Three Months Ended March 31,
20222021
Net income attributable to American Tower Corporation common stockholders$711.7 $645.0 
Basic weighted average common shares outstanding455,946 444,486 
Dilutive securities1,265 1,808 
Diluted weighted average common shares outstanding457,211 446,294 
Basic net income attributable to American Tower Corporation common stockholders per common share$1.56 $1.45 
Diluted net income attributable to American Tower Corporation common stockholders per common share$1.56 $1.45 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Net income attributable to American Tower Corporation stockholders$317,268
 $264,509
 $1,000,399
 $727,218
Dividends on preferred stock(18,907) (26,781) (68,531) (80,344)
Net income attributable to American Tower Corporation common stockholders298,361
 237,728
 931,868
 646,874
Basic weighted average common shares outstanding429,281
 425,517
 427,960
 424,831
Dilutive securities3,550
 4,408
 3,359
 4,188
Diluted weighted average common shares outstanding432,831
 429,925
 431,319
 429,019
Basic net income attributable to American Tower Corporation common stockholders per common share$0.70
 $0.56
 $2.18
 $1.52
Diluted net income attributable to American Tower Corporation common stockholders per common share$0.69
 $0.55
 $2.16
 $1.51

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 (in thousands, on a weighted average basis):

Three Months Ended March 31,
 20222021
Restricted stock units106 — 
19
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Restricted stock units—
 —
 3
 2
Stock options—
 8
 11
 1,619
Preferred stock11,993
 17,473
 14,693
 17,473
AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
12.13.    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 11,286approximately 11,250 wireless communications sites commencing March 27, 2015. The average term of the lease or sublease for all 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 eight8 optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 2,3502,000 towers commencing between December 2000 and August 2004. Substantially all of the towers are part of the Company’ssecuritization transactions completed in March 2013 securitization transaction.and March 2018. The average term of the lease or sublease for all communications sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of 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 September 30, 2017,March 31, 2022, the Company has purchased an aggregate of 77approximately 400 of the subleased towers upon expiration ofwhich are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is $816.0 million$1.1 billion and will accrete at a rate of 10%includes per annum accretion through the applicable expiration of the lease or sublease of a site. For all such sites, purchased byAT&T has the Company priorright to June 30, 2020, AT&T will 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 four5 successive five-year terms. For all such sites purchased by the Company subsequent to June 30, 2020, AT&T has the right to continue to lease the reserved space for successive one-year terms at a rent equal to the lesser of the agreed upon market rate or the then-current monthly fee, which is subject to an annual increase based on changes in the U.S. Consumer Price Index.
ALLTEL Transaction—In December 2000, the Company entered into an agreement with ALLTEL Communications, LLC, a predecessor entity to Verizon Wireless, to acquire towers through a 15-year sublease agreement. Pursuant to the agreement, as amended, with Verizon Wireless, the Company acquired rights to approximately 1,800 towers in tranches between April 2001 and March 2002. The Company has the option to purchase each tower at the expiration of the applicable sublease. The Company exercised the purchase options for approximately 1,523 towers in a single closing, which occurred on December 8, 2016. The Company has provided notice to the tower owner, Verizon’s assignee, of its intent to exercise the purchase options related to the 243 remaining towers. As of September 30, 2017, the purchase price per tower was $42,844 payable in cash or, at the tower owner’s option, with 769 shares of the Company’s common stock per tower. The aggregate cash purchase option price for the subleased towers was $10.4 million as of September 30, 2017.
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. In certain jurisdictions, taxingTaxing authorities may issue preliminary notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue assessments with minimal examination. These preliminary notices orand 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, recordsin those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability for any potential outcome that is probable or more likely than not unfavorable ifrecorded in the liability is also reasonably estimable.appropriate amount based on the underlying assessment.
On December 5, 2016, the Company received an income tax assessment of Essar Telecom Infrastructure Private Limited (“ETIPL”) from the India Income Tax Department (the “Tax Department”) for the fiscal year ending 2008 in the amount of INR 4.75 billion INR ($69.8 million on the date of assessment) related to capital contributions. The Company is challengingchallenged the assessment before India’s tax authorities andthe Office of Commissioner of Income Tax - Appeals, which ruled in the Company’s favor in January 2018. However, the Tax Department has appealed this ruling at a higher appellate authority. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained.sustained upon appeal. Accordingly, no such liability has been recorded. Additionally, the assessment was made with respect to transactions that took place in the tax year commencing in 2007, prior to the Company’s acquisition of ETIPL. Under the Company’s definitive acquisition agreement ofwith ETIPL, the seller is obligated to indemnify and defend the Company with respect to any tax-related liability that may arise from activities prior to March 31, 2010.
Tenant Leases—The Company’s lease agreements with its tenants vary depending upon the region and the industry of the tenant, and generally have initial terms of ten years with multiple renewal terms at the option of the tenant.
20


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Future minimum rental receipts expected from tenants under non-cancellable operating lease agreements in effect at September 30, 2017 were as follows (in millions):
Remainder of 2017$1,302
20185,029
20194,782
20204,492
20214,030
Thereafter14,066
Total$33,701
Lease Obligations—The Company leases certain land, office and tower space under operating leases that expire over various terms. Many of the leases contain renewal options with specified increases in lease payments upon exercise of the renewal option. Escalation clauses present in operating leases, excluding those tied to a consumer price index or other inflation-based indices, are recognized on a straight-line basis over the non-cancellable term of the leases.
Future minimum rental payments under non-cancellable operating leases include payments for certain renewal periods at the Company’s option because failure to renew could result in a loss of the applicable communications sites and related revenues from tenant leases, thereby making it reasonably assured that the Company will renew the leases. Such payments at September 30, 2017 are as follows (in millions):
Remainder of 2017$233
2018908
2019872
2020829
2021788
Thereafter6,833
Total$10,463
13.14.    ACQUISITIONS

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.sites and related assets. In the United States, the Company has also acquired data center facilities and related assets, including through the CoreSite Acquisition, as discussed below. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2017March 31, 2022 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. SitesCommunications 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.

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 acquired, with no recognition of goodwill.

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 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 newacquired businesses or assets efficiently. The Co


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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

During the three and nine months ended September 30, 2017March 31, 2022 and 2016,2021, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows (in thousands):follows:

Three Months Ended March 31,
20222021
Acquisition and merger related expenses$5.7 $34.6 
Integration costs$10.0 $16.6 
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Acquisition and merger related expenses $4,231
 $1,124
 $12,313
 $7,844
Integration costs $2,803
 $1,846
 $11,181
 $8,351
TheDuring the three months ended March 31, 2022 and 2021, the Company also recorded aggregate purchase price refundsbenefits of $22.2$1.6 million during the nine months ended September 30, 2017. The refunds were primarilyand $4.0 million, respectively, related to an acquisition in Brazil in 2014 for which the measurement period has closed.pre-acquisition contingencies and settlements.

20172022 Transactions

The estimated aggregate impact of the acquisitions completed in 20172022 on the Company’s revenues and gross margin for the three months ended September 30, 2017March 31, 2022 was approximately $21.2 million and $13.2 million, respectively, and fornot material to the nine months ended September 30, 2017 was approximately $47.5 million and $35.2 million, respectively.Company’s operating results. The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenantscustomers to such sitescommunications infrastructure assets subsequent to the transaction date.

FPS Towers France—OnFebruary 15, 2017, ATC Europe acquired 100% of the outstanding shares of FPS Towers (“FPS”) from Antin Infrastructure Partners and the individuals party to the purchase agreement (the “FPS Acquisition”), for total consideration of 727.2 million Euros ($771.2 million at the date of acquisition). FPS owns and operates nearly 2,500 wireless tower sites in France. The Company made a loan to fund 225.0 million Euros ($238.6 million at the date of acquisition) of the total consideration. The remainder of the purchase price of 502.2 million Euros ($532.6 million at the date of acquisition) was funded by the Company and PGGM in proportion to their respective interests in ATC Europe. The Company funded its portion of the purchase price with borrowings under the 2013 Credit Facility and cash on hand. The acquisition is consistent with the Company’s strategy to expand in selected geographic areas. The acquisition was accounted for as a business combination and is subject to post-closing adjustments.

Other Acquisitions—Acquisitions—During the ninethree months ended September 30, 2017,March 31, 2022, the Company acquired a total of 1,11227 communications sites, as well as other communications infrastructure assets, in the United States, Brazil, Chile, Germany, Mexico,Canada and Nigeria Paraguay and Peru for an aggregate purchase price of $214.6$29.1 million. Of the aggregate purchase price, $3.0 million is reflected in Accounts payable in the consolidated balance sheet as of September 30, 2017. These acquisitions were accounted for as asset acquisitions.


21

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)


The following table summarizes the allocations of the purchase prices for the fiscal year 20172022 acquisitions based upon their estimated fair value at the date of acquisition (in thousands):acquisition:
  EMEA  
  FPS Towers France (1) Other (2)
  Preliminary Allocation Updated Allocation  
Current assets $31,048
 $33,809
 $6,322
Non-current assets 9,142
 16,615
 10,470
Property and equipment (3) 113,981
 113,982
 100,728
Intangible assets (4):      
     Tenant-related intangible assets 400,901
 399,766
 76,827
     Network location intangible assets 164,441
 165,989
 25,416
     Other intangible assets 7,954
 7,826
  
Current liabilities (29,326) (30,855) (1,611)
Deferred tax liability (134,488) (136,022) —
Other non-current liabilities (16,703) (20,062) (3,589)
Net assets acquired 546,950
 551,048
 214,563
Goodwill (5) 224,270
 220,172
 —
Fair value of net assets acquired 771,220
 771,220
 214,563
Debt assumed —
 —
 —
Purchase price $771,220
 $771,220
 $214,563
_______________
(1)Accounted for as a business combination.Allocation
Current assets$0.7 
(2)Property and equipmentAccounted for as asset acquisitions.14.2 
Intangible assets (1):
(3)     Tenant-related intangible assets12.0 
     Network location intangible assets3.0 
Other includes 60 sites in Peru held pursuant to long-term capital leases.intangible assets— 
Other non-current assets0.3 
Current liabilities(0.4)
Deferred tax liability— 
Other non-current liabilities(0.7)
Net assets acquired29.1 
Goodwill— 
Fair value of net assets acquired29.1 
(4)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(5)Purchase pricePrimarily results from purchase accounting adjustments, which are not deductible for tax purposes.$29.1 


_______________
2016 Transactions(1)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis generally over a 20 year period.

Other Signed Acquisitions
During the nine months ended September 30, 2017, post-closing adjustments impacted the 2016 acquisitions as follows:

Viom Acquisition—Orange Acquisition—On April 21, 2016,November 28, 2019, the Company acquired a 51% controlling ownership interest in Viom. Considerationentered into definitive agreements with Orange S.A. for the acquisition included 76.4of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term. The Company completed the acquisition of 1,197 of these communications sites during the years ended December 31, 2020 and 2021. The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.
2021 Transactions
Telxius Acquisition—On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company agreed to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion INR in cash ($1.1EUR (approximately $9.4 billion at the date of acquisition)signing) (the “Telxius Acquisition”), as well assubject to certain adjustments. In June 2021, the assumptionCompany completed the acquisition of nearly 20,000 communications sites in Germany and Spain, for total consideration of approximately 52.36.3 billion INR ($0.8EUR (approximately $7.7 billion at the date of the acquisition)closing), subject to certain post-closing adjustments and over 7,000 communications sites in Brazil, Peru, Chile and Argentina, for total consideration of existing debt, which included 1.7approximately 0.9 billion INR ($25.1 millionEUR (approximately $1.1 billion at the date of closing), subject to certain post-closing adjustments.
On August 2, 2021, the acquisition)Company completed the acquisition of the Viom Preference Shares.
Other Acquisitions—During the year ended December 31, 2016, the Company acquired a total of 891approximately 4,000 remaining communications sites in Germany pursuant to the United States, Brazil, Chile, Germany, Mexico, Nigeria and South Africa, and a company holding urban telecommunications assets and fiber in Argentina,Telxius Acquisition for an0.6 billion EUR (approximately $0.7 billion at the date of closing).
Of the aggregate purchase price, 243.3 million EUR (approximately $269.2 million), including post-closing adjustments, of $304.4deferred payments are due in September 2025 and are reflected in Other non-current liabilities in the consolidated balance sheet as of March 31, 2022. The acquired operations in Germany and Spain are included in the Europe property segment and the acquired operations in Brazil, Peru, Chile and Argentina are included in the Latin America property segment. The Telxius Acquisition was accounted for as a business combination and is subject to post-closing adjustments. During the three months ended March 31, 2022, certain adjustments were made to increase the purchase price by $2.6 million, (including contingent considerationdecrease assets by $32.3 million and reduce liabilities by $31.9 million, with a corresponding increase in goodwill of $8.8 million).

$3.0 million. There were no other material post-closing adjustments. The full reconciliation and finalization of the assets acquired and liabilities assumed, including those subject to valuation, have not been completed and, as a result, there may be additional post-closing adjustments.

22

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

CoreSite Acquisition—On November 14, 2021, the Company entered into an agreement with CoreSite to acquire all issued and outstanding shares of CoreSite common stock at $170.00 per share. CoreSite’s portfolio consisted of 24 data center facilities and related assets in 8 United States markets. On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $10.4 billion, including the assumption and repayment of CoreSite’s existing debt. The following table summarizesacquired assets and operations are included in the preliminaryData Centers segment. The CoreSite Acquisition was accounted for as a business combination and updated allocationsis subject to post-closing adjustments. Subsequent to the acquisition dates, certain adjustments were made to decrease assets by $0.2 million and reduce liabilities by $1.0 million, with a corresponding decrease in goodwill of $0.8 million. There were no other material post-closing adjustments. The full reconciliation and finalization of the purchase prices paid and the amounts of assets acquired and liabilities assumed, for the fiscal year 2016 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying consolidated balance sheetincluding those subject to valuation, have not been completed and, as of September 30, 2017.
  Preliminary Allocation (1) Updated Allocation
  Asia Other (2) Asia Other
  Viom  Viom (3) 
Current assets $276,560
 $25,477
 $281,930
 $24,538
Non-current assets 57,645
 2,336
 52,275
 2,336
Property and equipment 701,988
 81,521
 705,849
 81,472
Intangible assets (4):        
     Tenant-related intangible assets 1,369,580
 105,557
 1,369,580
 105,557
     Network location intangible assets 666,364
 83,645
 666,364
 83,645
Current liabilities (195,900) (14,782) (201,142) (14,782)
Deferred tax liability (619,070) (43,756) (619,074) (43,410)
Other non-current liabilities (102,751) (29,472) (101,766) (29,472)
Net assets acquired 2,154,416
 210,526
 2,154,016
 209,884
Goodwill (5) 881,783
 93,856
 882,183
 94,498
Fair value of net assets acquired 3,036,199
 304,382
 3,036,199
 304,382
Debt assumed (786,889) —
 (786,889) —
Redeemable noncontrolling interests (1,100,804) —
 (1,100,804) —
Purchase price $1,148,506
 $304,382
 $1,148,506
 $304,382
_______________
(1)As reported for the year ended December 31, 2016.
(2)Of the total purchase price, $12.1 million was reflected in Accounts payable in the consolidated balance sheet as of December 31, 2016.
(3)The allocation of the purchase price for the Viom Acquisition was finalized during the nine months ended September 30, 2017.
(4)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(5)Primarily results from purchase accounting adjustments, which are at least partially deductible for tax purposes.

a result, there may be additional post-closing adjustments.
Pro Forma Consolidated Results (Unaudited)
The following table presents the unaudited pro forma financial results as if the 20172022 acquisitions had occurred on January 1, 20162021 and the 20162021 acquisitions had occurred on January 1, 2015.2020. The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business. In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the datedates indicated, nor are they indicative of the future operating results of the Company.

Three Months Ended March 31,
 20222021
Pro forma revenues$2,660.3 $2,500.8 
Pro forma net income attributable to American Tower Corporation common stockholders$711.7 $544.9 
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders$1.56 $1.20 
Diluted net income attributable to American Tower Corporation common stockholders$1.56 $1.19 
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Pro forma revenues $1,681,743
 $1,542,483
 $4,975,028
 $4,574,135
Pro forma net income attributable to American Tower Corporation common stockholders $298,134
 $236,909
 $931,432
 $638,249
Pro forma net income per common share amounts:        
Basic net income attributable to American Tower Corporation common stockholders $0.69
 $0.56
 $2.18
 $1.50
Diluted net income attributable to American Tower Corporation common stockholders $0.69
 $0.55
 $2.16
 $1.49


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Other Signed Acquisitions

UST Acquisition—On September 14, 2017, the Company entered into a definitive agreement to acquire over 500 sites in the United States. The transaction closed on October 2, 2017 (see note 15).

Tigo Colombia—On July 17, 2017, the Company entered into a definitive agreement to acquire approximately 1,200 sites in Colombia from Colombia Movil S.A., for a total consideration of approximately 448.3 billion Colombian Pesos ($147.9 million at the date of signing). The transaction is expected to close during the fourth quarter of 2017, subject to customary closing conditions.

Airtel Tanzania—On March 17, 2016, the Company entered into a definitive agreement with Bharti Airtel Limited, through its subsidiary company Airtel Tanzania Limited (“Airtel Tanzania”), pursuant to which the Company could, subject to a number of conditions, acquire certain of Airtel Tanzania’s communications sites in Tanzania. In light of recent legislation in Tanzania, the Company did not extend the agreement beyond the expiration date therein. Accordingly, on March 17, 2017, the agreement expired pursuant to its terms and is no longer in effect. 

14.15.    BUSINESS SEGMENTS

Property
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. This business is referred to as the Company’s property operations, whichoperations.
Data Centers—During the fourth quarter of 2021, as a result of September 30, 2017,the CoreSite Acquisition, the Company established the Data Centers segment as a reportable segment. The Data Centers segment relates to data center facilities and related assets that the Company owns and operates in the United States. The Data Centers segment offers different services from, and requires different resources, skill sets and marketing strategies than, the existing property operating segment in the U.S. & Canada. Prior to this revision, the Company operated in 5 property business segments: (i) U.S. & Canada property, (ii) Asia-Pacific property (iii) Africa property, (iii) Europe property and (iv) Latin America property.
The change in reportable segments had no impact on the Company’s consolidated financial statements for any prior periods. Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.
As of March 31, 2022, the Company’s property operations consisted of the following:
•U.S.: & Canada: property operations in Canada and the United States;
Asia:•Asia-Pacific: property operations in India;Australia, Bangladesh, India and the Philippines;
Europe, Middle East•Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Africa (“EMEA”):Uganda;
•Europe: property operations in France, Germany, Ghana, Nigeria, South AfricaPoland and Uganda; andSpain;
•Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru.Peru; and
The Company has applied•Data Centers: data center property operations in the aggregation criteria to operations within the EMEA and Latin America property operating segments on a basis that is consistent with management’s review of information and performance evaluations of these regions.United States.
23
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
Services—The Company’s servicesServices segment offers tower-related services in the United States, including site acquisition, zoning and permittingAZP and structural analysis, which primarily support its communications site leasing business, including the addition of new tenants and equipment on its communications sites. The servicesServices 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 to the Company’s consolidated financial statements included in the 20162021 Form 10-K.10-K and as updated in note 1 above. 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 stock-based compensation expense recorded in costs of operations; 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. For reporting purposes, the Latin America property segment gross margin and segment operating profit also include Interest income, TV Azteca, net. 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. There are no significant revenues resulting from transactions between the Company’s


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 three and nine months ended September 30, 2017March 31, 2022 and 20162021 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.
PropertyTotal 
Property
Services		OtherTotal
 Property
Total 
Property
 

Services
 Other Total
Three Months Ended September 30, 2017 U.S. Asia EMEA Latin America 
 (in thousands)
Three Months Ended March 31, 2022Three Months Ended March 31, 2022U.S. & CanadaAsia-PacificAfricaEuropeLatin AmericaData CentersTotal 
Property
Services		OtherTotal
Segment revenues $904,181
 $297,545
 $155,438
 $298,185
 $1,655,349
 $25,417
   $1,680,766
Segment revenues$1,232.4 $298.5 $267.8 $198.5 $419.3 $184.3 
Segment operating expenses (1) 187,686
 164,908
 59,805
 98,276
 510,675
 8,419
   519,094
Interest income, TV Azteca, net —
 —
 —
 2,713
 2,713
 —
   2,713
Segment operating expensesSegment operating expenses199.8 175.1 97.7 92.3 130.0 76.6 771.5 27.9 799.4 
Segment gross margin 716,495
 132,637
 95,633
 202,622
 1,147,387
 16,998
   1,164,385
Segment gross margin1,032.6 123.4 170.1 106.2 289.3 107.7 1,829.3 31.6 1,860.9 
Segment selling, general, administrative and development expense (1) 41,402
 12,408
 15,225
 18,579
 87,614
 3,631
   91,245
Segment selling, general, administrative and development expense (1)42.8 47.9 22.5 14.9 28.8 16.4 173.3 6.0 179.3 
Segment operating profit $675,093
 $120,229
 $80,408
 $184,043
 $1,059,773
 $13,367
   $1,073,140
Segment operating profit$989.8 $75.5 $147.6 $91.3 $260.5 $91.3 $1,656.0 $25.6 $1,681.6 
Stock-based compensation expense             $24,463
 24,463
Stock-based compensation expense$56.7 56.7 
Other selling, general, administrative and development expense             32,918
 32,918
Other selling, general, administrative and development expense57.9 57.9 
Depreciation, amortization and accretion             432,354
 432,354
Depreciation, amortization and accretion815.8 815.8 
Other expense (2)             215,309
 215,309
Other expense (2)26.0 26.0 
Income from continuing operations before income taxes               $368,096
Income from continuing operations before income taxes$725.2 
Total assets $18,638,997
 $4,851,455
 $3,137,629
 $5,391,283
 $32,019,364
 $47,867
 $252,095
 $32,319,326
Total assets$27,247.9 $5,102.1 $4,894.0 $11,741.3 $9,136.0 $10,996.2 $69,117.5 $86.3 $559.7 $69,763.5 
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.7 million and $23.8 million, respectively.
(2)Primarily includes interest expense.
(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $56.7 million.
(2)Primarily includes interest expense, partially offset by gains from foreign currency exchange rate fluctuations.


24

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

  Property
Total 
Property
 

Services
 Other Total
Three Months Ended September 30, 2016 U.S. Asia EMEA Latin America 
  (in thousands)
Segment revenues $837,002
 $269,907
 $130,664
 $260,363
 $1,497,936
 $16,909
   $1,514,845
Segment operating expenses (1) 188,777
 154,139
 53,787
 88,396
 485,099
 5,540
   490,639
Interest income, TV Azteca, net —
 —
 —
 2,742
 2,742
 —
   2,742
Segment gross margin 648,225
 115,768
 76,877
 174,709
 1,015,579
 11,369
   1,026,948
Segment selling, general, administrative and development expense (1) 35,526
 15,030
 12,958
 15,454
 78,968
 2,726
   81,694
Segment operating profit $612,699
 $100,738
 $63,919
 $159,255
 $936,611
 $8,643
   $945,254
Stock-based compensation expense             $20,226
 20,226
Other selling, general, administrative and development expense             30,215
 30,215
Depreciation, amortization and accretion             397,999
 397,999
Other expense (2)             211,042
 211,042
Income from continuing operations before income taxes               $285,772
Total assets $18,837,629
 $4,612,766
 $2,120,592
 $4,885,066
 $30,456,053
 $60,810
 $138,664
 $30,655,527
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.6 million and $19.6 million, respectively.
(2)Primarily includes interest expense.
PropertyTotal 
Property
Services		OtherTotal
 Property
Total 
Property
 

Services
 Other Total
Nine Months Ended September 30, 2017 U.S. Asia EMEA Latin America 
 (in thousands)
Three Months Ended March 31, 2021Three Months Ended March 31, 2021U.S. & CanadaAsia-PacificAfricaEuropeLatin AmericaData CentersTotal 
Property
Services		OtherTotal
Segment revenues $2,693,361
 $867,632
 $465,473
 $861,122
 $4,887,588
 $71,850
   $4,959,438
Segment revenues$1,228.8 $281.4 $235.7 $44.6 $336.7 $2.5 
Segment operating expenses (1) 552,646
 482,302
 180,369
 287,459
 1,502,776
 24,485
   1,527,261
Interest income, TV Azteca, net —
 —
 —
 8,183
 8,183
 —
   8,183
Segment operating expensesSegment operating expenses197.0 175.5 80.9 7.8 101.2 0.9 563.3 11.0 574.3 
Segment gross margin 2,140,715
 385,330
 285,104
 581,846
 3,392,995
 47,365
   3,440,360
Segment gross margin1,031.8 105.9 154.8 36.8 235.5 1.6 1,566.4 17.8 1,584.2 
Segment selling, general, administrative and development expense (1) 112,273
 49,474
 49,627
 56,622
 267,996
 10,224
   278,220
Segment selling, general, administrative and development expense (1)38.3 7.1 18.9 5.6 23.3 1.0 94.2 4.2 98.4 
Segment operating profit $2,028,442
 $335,856
 $235,477
 $525,224
 $3,124,999
 $37,141
   $3,162,140
Segment operating profit$993.5 $98.8 $135.9 $31.2 $212.2 $0.6 $1,472.2 $13.6 $1,485.8 
Stock-based compensation expense             $86,423
 86,423
Stock-based compensation expense$38.0 38.0 
Other selling, general, administrative and development expense             103,651
 103,651
Other selling, general, administrative and development expense46.2 46.2 
Depreciation, amortization and accretion             1,249,849
 1,249,849
Depreciation, amortization and accretion522.5 522.5 
Other expense (2)             607,478
 607,478
Other expense (2)176.5 176.5 
Income from continuing operations before income taxes               $1,114,739
Income from continuing operations before income taxes$702.6 
Total assetsTotal assets$27,240.7 $5,214.1 $4,905.4 $1,836.7 $7,127.2 $91.2 $46,415.3 $59.4 $467.8 $46,942.5 
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $2.4 million and $84.0 million, respectively.
(2)Primarily includes interest expense.

(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $38.0 million.
(2)Primarily includes interest expense, partially offset by gains from foreign currency exchange rate fluctuations.
16.    SUBSEQUENT EVENTS
Offering of Senior Notes
3.650% Senior Notes and 4.050% Senior Notes Offering—On April 1, 2022, the Company completed a registered public offering of $650.0 million aggregate principal amount of 3.650% senior unsecured notes due 2027 (the “3.650% Notes”) and $650.0 million aggregate principal amount of 4.050% senior unsecured notes due 2032 (the “4.050% Notes” and, together with the 3.650% Notes, the “Notes”). The net proceeds from this offering were approximately $1,282.6 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 USD 364-Day Delayed Draw Term Loan.
The key terms of the Notes are as follows:
Senior NotesAggregate Principal Amount (in millions)Issue Date and Interest Accrual DateMaturity DateContractual Interest RateFirst Interest PaymentInterest Payments Due (1)Par Call Date (2)
3.650% Notes$650.0 April 1, 2022March 15, 20273.650 %September 15, 2022March 15 and September 15February 15, 2027
4.050% Notes$650.0 April 1, 2022March 15, 20324.050 %September 15, 2022March 15 and September 15December 15, 2031
___________
(1)Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months.
(2)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.


25

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

  Property 
Total 
Property
 

Services
 Other Total
Nine Months Ended September 30, 2016 U.S. Asia EMEA Latin America 
  (in thousands)
Segment revenues $2,518,426
 $557,734
 $395,066
 $720,553
 $4,191,779
 $54,340
   $4,246,119
Segment operating expenses (1) 548,875
 315,074
 167,908
 247,204
 1,279,061
 21,429
   1,300,490
Interest income, TV Azteca, net —
 —
 —
 8,206
 8,206
 —
   8,206
Segment gross margin 1,969,551
 242,660
 227,158
 481,555
 2,920,924
 32,911
 
 2,953,835
Segment selling, general, administrative and development expense (1) 107,533
 36,376
 45,795
 45,069
 234,773
 8,988
 
 243,761
Segment operating profit $1,862,018
 $206,284
 $181,363
 $436,486
 $2,686,151
 $23,923
   $2,710,074
Stock-based compensation expense             $70,212
 70,212
Other selling, general, administrative and development expense             93,016
 93,016
Depreciation, amortization and accretion             1,137,398
 1,137,398
Other expense (2)             577,271
 577,271
Income from continuing operations before income taxes               $832,177
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $1.9 million and $68.3 million, respectively.
(2)Primarily includes interest expense.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


15.    SUBSEQUENT EVENTS
UST Acquisitions—In October 2017,If the Company acquired over 500 sitesundergoes a change of control and corresponding ratings decline, each as defined in the United Statessupplemental indenture for total considerationthe Notes, the Company may be required to repurchase all of approximately $465.0 million. The Company borrowed $445.0 million under the 2013 Credit Facility, which it used to partially fund the purchase price. A preliminaryNotes at a purchase price allocation is not available dueequal to the timing101% of the closing.principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.
Mexico Acquisition—On October 20, 2017,The supplemental indenture 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 entered into an agreement pursuant to which it will acquire 100%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 3.5x Adjusted EBITDA, as defined in the outstanding shares of entities holding urban telecommunications assets in Mexico, including more than 50,000 concrete poles and approximately 2,100 route miles of fiber, for total consideration of approximately $500.0 million, subject to certain adjustments. The Company expects this transaction to close by the end of 2017, subject to certain closing conditions.

supplemental indenture.
26

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements relating to our goals, beliefs, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as “project,” “believe,” “anticipate,” “expect,” “forecast,” “estimate,” “intend,” “should,” “would,” “could,”“may” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20162021 (the “2016“2021 Form 10-K”). Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with our consolidated and condensed consolidated financial statements herein and the accompanying notes, thereto, information set forth under the caption “Critical Accounting Policies and Estimates” in the 20162021 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
During the fourth quarter of 2021, as a result of the acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”), we updated our reportable segments to add a Data Centers segment. The Data Centers segment is included within our property operations. We now report our results in seven segments – U.S. & Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Asia-Pacific property, Africa property, Europe property, Latin America property, Data Centers and Services. We believe this change provides greater visibility into our operating segments and aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments (see note 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). This change applied to our business operations results beginning with the fourth quarter of 2021 and had no impact on our consolidated financial statements for any prior periods. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the change in reportable segments.
Overview

We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. Our 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. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators.operators, and, as discussed further below, we hold a portfolio of highly interconnected data center facilities and related assets in the United States. Our customers include our tenants, licensees and other payers. We refer to thisthe business encompassing the above as our property operations, which accounted for 99%98% of our total revenues for the ninethree months ended September 30, 2017March 31, 2022 and includes our U.S. & Canada property, segment, AsiaAsia-Pacific property, segment,Africa property, Europe Middle East and Africa (“EMEA”) property, segment and Latin America property segment. During the nine months ended September 30, 2017, we expanded into two new markets through our acquisitions of (i) FPS Towers in France through our European joint venture (the “FPS Acquisition”) and (ii) communications sites in Paraguay.

Data Centers segments.
We also offer tower-related services in the United States, including site acquisition,application, zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
27



The following table details the number of communications sites, excluding managed sites, that we owned or operated as of September 30, 2017:March 31, 2022:
Number of
Owned Towers		Number of
Operated 
Towers (1)		Number of
Owned DAS Sites
 
Number of
Owned Towers
 
Number of
Operated 
Towers (1)
 Number of
Owned DAS Sites
U.S. 23,093
 16,671
 355
Asia:      
U.S. & Canada:U.S. & Canada:
CanadaCanada224 — — 
United StatesUnited States27,279 15,358 456 
U.S. & Canada totalU.S. & Canada total27,503 15,358 456 
Asia-Pacific: (2)Asia-Pacific: (2)
BangladeshBangladesh254 — — 
India 57,789
 —
 342
India74,587 — 886 
EMEA:      
France 2,174
 298
 —
Germany 2,206
 —
 —
PhilippinesPhilippines239 — — 
Asia-Pacific totalAsia-Pacific total75,080 — 886 
Africa:Africa:
Burkina FasoBurkina Faso707 — — 
Ghana 2,179
 —
 22
Ghana3,493 661 29 
KenyaKenya3,149 — 9 
NigerNiger757 — — 
Nigeria 4,757
 —
 —
Nigeria7,232 — — 
South Africa 2,492
 —
 —
South Africa2,934 — — 
Uganda 1,428
 —
 —
Uganda3,793 — 12 
EMEA total 15,236
 298
 22
Africa totalAfrica total22,065 661 50 
Europe:Europe:
FranceFrance3,450 310 8 
GermanyGermany14,744 — — 
PolandPoland49 — — 
SpainSpain11,507 — — 
Europe totalEurope total29,750 310 8 
Latin America:      Latin America:
Argentina (2) —
 —
 1
ArgentinaArgentina489 — 11 
Brazil 16,468
 2,266
 73
Brazil20,682 2,069 119 
Chile 1,286
 —
 8
Chile3,733 — 138 
Colombia 2,987
 777
 1
Colombia4,980 — 6 
Costa Rica 490
 —
 2
Costa Rica694 — 2 
Mexico 8,754
 199
 78
Mexico9,854 186 92 
Paraguay 836
 —
 —
Paraguay1,444 — — 
Peru 663
 60
 —
Peru3,918 450 1 
Latin America total 31,484
 3,302
 163
Latin America total45,794 2,705 369 
_______________
(1)Approximately 95% of the operated towers are held pursuant to long-term capital leases, including those subject to purchase options.
(2)In Argentina, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
(1)Approximately 95% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
(2)We also control land under carrier or other third-party communications sites in Australia, which provides recurring cash flow through tenant leasing arrangements.
28

As of March 31, 2022, our property portfolio included 27 operating data center facilities across ten markets in the United States that collectively comprise approximately 3.1 million net rentable square feet (“NRSF”) of data center space, as detailed below:
Number of Data CentersTotal NRSF (1)
(in thousands)
San Francisco Bay, CA8940
Los Angeles, CA3670
Northern Virginia, VA5536
New York, NY2237
Chicago, IL2233
Boston, MA1143
Denver, CO235
Miami, FL130
Orlando, FL1129
Atlanta, GA2128
Total273,081 
_______________
(1)Excludes approximately 0.4 million of office and light industrial NRSF acquired as part of the CoreSite Acquisition.
We operate in fiveseven reportable segments: U.S. & Canada property, AsiaAsia-Pacific property, EMEAAfrica property, Europe property, Latin America property, Data Centers and services.Services. In evaluating operating performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 1415 to our consolidated and condensed consolidated financial statements included in this Quarterly Report onReport).
The 2021 Form 10-Q).
In the section that follows, we provide10-K contains information regarding management’s expectations of long-term drivers of demand for our communications sites, as well as our current results of operations, financial position and sources and uses of liquidity. In addition, we highlight key trends, which management believes provide valuable insight into our operating and financial resource allocation decisions.

Revenue Growth. The primary factors affectingdiscussion below should be read in conjunction with the revenue growth2021 Form 10-K and, in our property segments are:

•Growth in tenant billings, including:
New revenue attributable to leases in place on day one on sites acquired or constructed sinceparticular, the beginninginformation set forth therein under Item 7 “Management’s Discussion and Analysis of the prior-year period;
New revenue attributable to leasing additional space on our sites (“colocations”)Financial Condition and lease amendments; and
Contractual rent escalations on existing tenant leases, netResults of churn (as defined below).


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

Due to our diversified communications site portfolio, our tenant lease rates vary considerably depending upon numerous factors, including, but not limited to, tower location, amount, type and position of tenant equipment on the tower, ground space required by the tenant and remaining tower capacity. We measure the remaining tower capacity by assessing several factors, including tower height, tower type, environmental conditions, existing equipment on the tower and zoning and permitting regulations in effect in the jurisdiction where the tower is located. In many instances, tower capacity can be increased with relatively modest tower augmentation capital expenditures.

Operations—Executive Overview.”
In general,most of our markets, our tenant leases with wireless carriers generally have an initial non-cancellable termterms of at leastfive to ten years with multiple renewal terms. Accordingly, nearly allthe vast majority of the revenue generated by our property operations during the three and nine months ended September 30, 2017March 31, 2022 was recurring revenue that we should continue to receive in future periods. Based upon foreign currency exchange rates and the tenant leases in place as of September 30, 2017, we expect to generate nearly $34 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. Most of our tenant leases for our communications sites have provisions that periodically increase the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or an inflationary index in most of our international markets, or a combination of both. In addition, certain of our tenant leases provide for pass-through revenue.additional revenue primarily to cover costs (pass-through revenue), such as ground rent or power and fuel costs.

Based upon existing customer leases and foreign currency exchange rates as of March 31, 2022, we expect to generate over $61 billion of non-cancellable customer lease revenue over future periods, before the impact of straight-line lease accounting.
The revenues generated by our property operations may be affected by cancellations of existing tenant leases. As discussed above, most of our tenant leases with wireless carriers and broadcasters are multiyear contracts, which typically are non-cancellable; however, in some instances, a lease may be cancelled upon the payment of a termination fee.

Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as churn, has historically has not had a material adverse effect on the revenues generated by our consolidated property operations. We define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced. During the ninethree months ended September 30, 2017,March 31, 2022, churn representedwas approximately 2%6% of our tenant billings.billings, primarily driven by churn in our U.S. & Canada property segment, as discussed below.

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Demand Drivers. We continue to believeexpect that our site leasing revenue is likely to increasechurn rate in our U.S. & Canada property segment will remain elevated for a period of several years due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the growing useterms of wireless services globallyour master lease agreement with T-Mobile US, Inc. (the “T-Mobile MLA”) entered into in September 2020.
As further set forth under the caption “Risk Factors” in Part I, Item 1A of the 2021 Form 10-K, the ongoing coronavirus (“COVID-19”) pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our ability to meetcustomers and the corresponding incremental demand for our communications real estate. By adding new tenants and new equipment for existing tenants on our sites, we are able to increase these sites’ utilization and profitability. We believe the majority of our site leasing activity will continue to come from wireless service providers, with tenants in a number of other industries contributing incremental leasing demand. Our site portfolio and our established tenant base provide us with new business opportunities, which have historically resulted in consistent and predictable organic revenue growth as wireless carriers seek to increase the coverage and capacity of their existing networks, while also deploying next generation wireless technologies. In addition, we intend to continue to supplement our organic growth by selectively developing or acquiring new sites in our existing and new markets where we can achieve our risk-adjusted return on investment objectives.

Consistent with our strategy to increase the utilization and return on investment of our sites, our objective is to add new tenants and new equipment for existing tenants through colocation and lease amendments. Our ability to lease additional space on our sites is primarily a function of the rate at which wireless carriers and other tenants deploy capital to improve and expand their wireless networks. This rate, in turn, is influenced by the growth of wireless services, the penetration of advanced wireless devices, the level of emphasis on network quality and capacity in carrier competition, the financial performance of our tenants and their access to capital and general economic conditions.

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

In less advanced wireless markets where initial voice and data networks are still being deployed, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks. We have established operations in many of these markets at the early


stages of wireless development, which we believe will enable us to meaningfully participate in these deployments over the long term.
Subscribers’ use of wireless data continues to grow rapidly given increasing smartphone and other advanced device penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the mobile ecosystem. We believe carriers will be compelled to deploy additional equipment on existing networks while also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this increasing wireless data usage.
The deployment of advanced wireless technology across existing wireless networks will provide higher speed data services and further enable fixed broadband substitution. As a result, we expect that our tenants will continue deploying additional equipment across their existing networks.
Wireless service providers compete based on the quality of their existing wireless networks, which is driven by capacity and coverage. To maintain or improve their network performance as overall network usage increases, our tenants continue deploying additional equipment across their existing sites while also adding new cell sites. We anticipate increasing network densification over the next several years, as existing network infrastructure is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage.
Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites and equipment to their networks as they seek to optimize their network configuration and utilize additional spectrum.
Next generation technologies centered on wireless connections have the potential to provide incremental revenue opportunities for us. These technologies may include autonomous vehicle networks and a number of other internet-of-things, or IoT, applications.

As part of our international expansion initiatives, we have targeted markets in various stages of network development to diversify our international exposure and position us to benefit from a number of different wireless technology deployments over the long term. In addition, we have focused on building relationships with large multinational carriers such as Bharti Airtel Limited, Telefónica S.A. and Vodafone Group PLC. We believe that consistent carrier investments in their networks across our international markets position us to generate meaningful organic revenue growth going forward.

In emerging markets, such as Ghana, India, Nigeria and Uganda, wireless networks tend to be significantly less advanced than those in the United States and initial voice networks continue to be deployed in underdeveloped areas. A majority of consumers in these markets still utilize basic wireless services, predominantly on feature phones, while advanced device penetration remains low.

In more developed urban locations within these markets, early-stage data network deployments are underway. Carriers are focused on completing voice network build-outs while also investing in initial data networks as wireless data usage and smartphone penetration within their customer bases begin to accelerate.

In markets with rapidly evolving network technology, such as South Africa and most of the countries in Latin America where we do business, initial voice networks, for the most part, have already been built out, and carriers are focused on third generation (3G) and fourth generation (4G) network build outs. Consumers in these regions are increasingly adopting smartphones and other advanced devices and, as a result, the usage of bandwidth-intensive mobile applications is growing materially. Recent spectrum auctions in these rapidly evolving markets have allowed incumbent carriers to accelerate their data network deployments and have also enabled new entrants to begin initial investments in data networks. Smartphone penetration and wireless data usage in these markets are growing rapidly, which typically requires that carriers continue to invest in their networks to maintain and augment their quality of service.

Finally, in markets with more mature network technology, such as Germany and France, carriers are focused on deploying 4G data networks to account for rapidly increasing wireless data usage among their customer base. With higher smartphone and advanced device penetration and significantly higher per capita data usage, carrier investment in networks is focused on 4G coverage and capacity.



We believe that the network technology migration we have seen in the United States, which has led to significantly denser networks and meaningful new business commencements for us over a number of years, will ultimately be replicated in our less advanced international markets. As a result, we expect to be able to leverage our extensive international portfolio of approximately 108,635 communications sites and the relationships we have built with our carrier tenants to drive sustainable, long-term growth.

globally. We have master lease agreements with certaintaken a variety of actions to ensure the continued availability of our tenants that provide for consistent, long-term revenuecommunications infrastructure assets, while ensuring the safety and reduce the likelihoodsecurity of churn. Certain of those master lease agreements are holistic in natureour employees, customers, vendors and further build and augment strong strategic partnerships with our tenants and have significantly reduced colocation cycle times, thereby providing our tenants with the ability to rapidly and efficiently deploy equipment on our sites.

Property Operations Expenses. Direct operating expenses incurred by our property segments include direct site level expenses and consist primarily of ground rent and power and fuel costs, some or all of which may be passed through to our tenants, as well as property taxes, repairs and maintenance. These segment direct operating expenses exclude all segment and corporate selling, general, administrative and development expenses, which are aggregated into one line item entitled Selling, general, administrative and development expense in our consolidated statements of operations. In general, our property segments’ selling, general, administrative and development expenses do not significantly increase as a result of adding incremental tenants to our sites and typically increase only modestly year-over-year. As a result, leasing additional space to new tenants on our sites provides significant incremental cash flow.surrounding communities. We may, however, incur additional segment selling, general, administrative and development expenses as we increase our presence in our existing markets or expand into new markets. Our profit margin growth is therefore positively impacted by the addition of new tenants to our sites but can be temporarily diluted by our development activities.

Services Segment Revenue Growth. As we continue to focus on growing our property operations, we anticipate that our services revenue will continue to represent a small percentageactively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our total revenues.employees, customers and business partners.

Non-GAAP Financial Measures

Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation, amortization and accretion, as adjusted (“Adjusted EBITDA”), Funds From Operations, as defined by the National Association of Real Estate Investment Trusts (“NAREITNareit FFO”) attributable to American Tower Corporation common stockholders, Consolidated Adjusted Funds From Operations (“Consolidated AFFO”) and AFFO attributable to American Tower Corporation common stockholders.

We define Adjusted EBITDA as Net income before Income (loss) from equity method investments; Income tax benefit (provision); Other income (expense); Gain (loss) on retirement of long-term obligations; Interest expense; Interest income; Other operating income (expense); Depreciation, amortization and accretion; and stock-based compensation expense.

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

We define Consolidated AFFO as NAREITNareit FFO (common stockholders) before (i) straight-line revenue and expense; (ii) stock-based compensation expense; (iii) the deferred portion of income tax;tax and other income tax adjustments; (iv) non-real estate related depreciation, amortization and accretion; (v) amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges; (vi) other income (expense); (vii) gain (loss) on retirement of long-term obligations; (viii) other operating income (expense); and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less cash payments related to capital improvements and cash payments related to corporate capital expenditures.

We define AFFO attributable to American Tower Corporation common stockholders as Consolidated AFFO, excluding the impact of noncontrolling interests on both NAREITNareit FFO (common stockholders) and the other


adjustments included in the calculation of Consolidated AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common stockholders as “AFFO (common stockholders).”

Adjusted EBITDA, NAREITNareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) are not intended to replace net income or any other performance measures determined in accordance with GAAP. None of Adjusted EBITDA, NAREITNareit FFO (common stockholders), Consolidated AFFO or AFFO (common stockholders) represents cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities, as a measure of liquidity or a measure of funds available to fund our cash needs, including our ability to make cash distributions. Rather, Adjusted EBITDA, NAREITNareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) are presented as we believe each is a useful indicator of our current operating performance. We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for decision making purposes and for evaluating our operating segments’ performance; (2) Adjusted EBITDA is a component underlying our credit ratings; (3) Adjusted EBITDA is widely used in the telecommunications real estate sector to measure operating performance as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (4) Consolidated AFFO is widely used in the telecommunications real estate sector to adjust NAREITNareit FFO (common
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stockholders) for items that may otherwise cause material fluctuations in NAREITNareit FFO (common stockholders) growth from period to period that would not be representative of the underlying performance of property assets in those periods; (5) each provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (6) each provides investors with a measure for comparing our results of operations to those of other companies, particularly those in our industry.
Our measurement of Adjusted EBITDA, NAREITNareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of Adjusted EBITDA, NAREITNareit FFO (common stockholders), Consolidated AFFO and AFFO (common stockholders) to net income, the most directly comparable GAAP measure, have been included below.

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Results of Operations
Three and Nine Months EndedSeptember 30, 2017March 31, 2022and20162021
(in thousands,millions, except percentages)

Revenue
Revenue
Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30,Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
2017 2016 2017 2016  20222021
Property           Property
U.S.$904,181
 $837,002
 8% $2,693,361
 $2,518,426
 7%
Asia297,545
 269,907
 10
 867,632
 557,734
 56
EMEA155,438
 130,664
 19
 465,473
 395,066
 18
U.S. & CanadaU.S. & Canada$1,232.4 $1,228.8 0 %
Asia-PacificAsia-Pacific298.5 281.4 6 
AfricaAfrica267.8 235.7 14 
EuropeEurope198.5 44.6 345 
Latin America298,185
 260,363
 15
 861,122
 720,553
 20
Latin America419.3 336.7 25 
Data CentersData Centers184.3 2.5 7,272 
Total property1,655,349
 1,497,936
 11
 4,887,588
 4,191,779
 17
Total property2,600.8 2,129.7 22 
Services25,417
 16,909
 50
 71,850
 54,340
 32
Services59.5 28.8 107 
Total revenues$1,680,766
 $1,514,845
 11% $4,959,438
 $4,246,119
 17%Total revenues$2,660.3 $2,158.5 23 %
Three Months Ended September 30, 2017

March 31, 2022
U.S. & Canada property segment revenue growth of $67.2$3.6 million was attributable to:
• Tenant billings growth of $51.8$8.7 million, which was driven by:
• $38.436.3 million due to leasing additional space on our sites (“colocations”) and amendments; and
• $2.1 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);
• Partially offset by:
• A decrease of $28.0 million resulting from churn in excess of contractual escalations (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA); and
• A decrease of $1.7 million from other tenant billings;
• Partially offset by a decrease of $5.1 million in other revenue, which includes a $6.7 million decrease due to straight-line accounting.
Segment revenue growth was not meaningfully impacted by foreign currency translation related to fluctuations in Canadian Dollar.
Asia-Pacific property segment revenue growth of $17.1 million was attributable to:
• An increase of $10.8 million in pass-through revenue, primarily due to an increase in fuel prices;
• Tenant billings growth of $8.8 million, which was driven by:
• $10.7 million due to colocations and amendments; and
• $11.5 million from contractual escalations, net of churn;
$2.15.6 million generated from newly acquired or constructed sites; and
• Partially offset by:
▪A decrease of $0.2 million from other tenant billings; and
$15.4 million of other revenue growth, primarily due to the impact of straight-line accounting.

Asia property segment revenue growth of $27.6 million was attributable to:
Tenant billings growth of $14.5 million, which was driven by:
$16.3 million due to colocations and amendments;
$1.0 million generated from newly acquired or constructed sites; and
A decrease of $2.8$7.2 million resulting from churn in excess of contractual escalations; and
Pass-through revenue growth of $13.0 million; and
▪A decrease of $12.1$0.3 million from other tenant billings; and
• An increase of $6.2 million in other revenue, primarily due to an increase of $8.3 milliona decrease in revenue reserves.

Segment revenue also increased by $12.2growth included a decrease of $8.7 million, attributable to the negative impact of foreign currency translation related to fluctuations in Indian Rupees (“INR”).Rupee.

EMEAAfrica property segment revenue growth of $24.8$32.1 million was attributable to:
• Tenant billings growth of $26.5$26.1 million, which was driven by:
• $17.712.3 million due to colocations and amendments;
• $12.0 million generated from newly acquired or constructed sites, primarily due to the FPS Acquisition;sites;
• $4.71.5 million from contractual escalations, net of churn; and
• $4.2 million due to colocations and amendments; and
A decrease of $0.10.3 million from other tenant billings; and
$2.3 million of other revenue growth; and
32

• An increase of $24.9 million in pass-through revenue, of $0.3 million.primarily due to an increase in fuel prices;



Segment revenue growth was partially• Partially offset by a decrease of $4.3$8.0 million in other revenue, primarily due to an increase in revenue reserves.

Segment revenue growth included a decrease of $10.9 million, attributable to the impact of foreign currency translation, which included, among others, $2.5negative impacts of $5.5 million related to fluctuations in Ghanaian Cedi, $3.1 million related to fluctuations in Nigerian Naira (“NGN”) and $3.7$1.6 million related to fluctuations in Ghanaian CediWest African CFA Franc.
Europe property segment revenue growth of $153.9 million was attributable to:
• Tenant billings growth of $91.9 million, which was driven by:
• $85.0 million generated from newly acquired or constructed sites, primarily attributable to our transaction with Telxius Telecom, S.A. (“GHS”),Telxius,” and was partiallythe acquisition, the “Telxius Acquisition”) and our agreements with Orange S.A.;
• $3.9 million resulting from contractual escalations, net of churn; and
• $3.0 million due to colocations and amendments; and
• An increase of $70.2 million in pass-through revenue, primarily attributable to the Telxius Acquisition;
• Partially offset by an increasea decrease of $2.0$4.8 million in other revenue.
Segment revenue growth included a decrease of $3.4 million primarily attributable to the negative impact of foreign currency translation related to fluctuations in South African RandEuro (“ZAR”EUR”).

Latin America property segment revenue growth of $37.8$82.6 million was attributable to:
• Tenant billings growth of $23.5$37.9 million, which was driven by:
• $10.418.2 million duegenerated from newly acquired or constructed sites, primarily attributable to colocations and amendments;the Telxius Acquisition;
• $7.69.6 million from contractual escalations, net of churn;
• $5.09.5 million generated from newly acquired or constructed sites;due to colocations and amendments; and
• $0.50.6 million from other tenant billings;
Pass-through• An increase of $28.2 million in pass-through revenue, growthprimarily attributable to the Telxius Acquisition and increased pass-through ground rent costs in Brazil; and
• An increase of $6.6 million; and
A decrease of $0.8$19.5 million ofin other revenue primarily due to the impact of straight-line accounting.

as a result tenant settlements in Brazil and Mexico.
Segment revenue also increased by $8.5growth included a decrease of $3.0 million, attributable to the impact of foreign currency translation, which included, among others, $3.9negative impacts of $2.9 million related to fluctuations in Brazilian Real (“BRL”)Colombian Peso, $2.7 million related to fluctuations in Chilean Peso and $4.4$1.8 million related to fluctuations in Mexican Peso, (“MXN”).partially offset by the positive impact of $5.0 million related to fluctuations in Brazilian Real.

The increase in servicesData Centers segment revenue growth of $8.5$181.8 million was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
Services segment revenue growth of $30.7 million was primarily attributable to an increase in site acquisition projects.application, zoning, permitting and structural analysis services.

33
Nine Months Ended September 30, 2017

U.S. property segment revenue growth of $174.9 million was attributable to:
Tenant billings growth of $153.1 million, which was driven by:
$116.6 million due to colocations and amendments;
$30.2 million from contractual escalations, net of churn;
$4.8 million generated from newly acquired or constructed sites; and
$1.5 million from other tenant billings; and
$21.8 million of other revenue growth, primarily due to a $51.0 million impact of straight-line accounting, partially offset by a $29.2 million net decrease in other revenue, primarily due to the absence of $31.8 million in decommissioning revenue recognized in the prior year.

Asia property segment revenue growth of $309.9 million was attributable to:
Tenant billings growth of $186.2 million, which was driven by:
$148.7 million generated from newly acquired or constructed sites, primarily due to the acquisition of Viom Networks Limited (the “Viom Acquisition”);
$44.2 million due to colocations and amendments;
A decrease of $6.5 million resulting from churn in excess of contractual escalations; and
A decrease of $0.2 million from other tenant billings;    
Pass-through revenue growth of $121.5 million, primarily due to the Viom Acquisition; and
A decrease of $21.7 million in other revenue, primarily due to an increase of $18.1 million in revenue reserves.

Segment revenue also increased by $23.9 million attributable to the impact of foreign currency translation related to fluctuations in INR.

EMEA property segment revenue growth of $70.4 million was attributable to:
Tenant billings growth of $75.3 million, which was driven by:
$46.9 million generated from newly acquired or constructed sites, primarily due to the FPS Acquisition;
$13.8 million due to colocations and amendments;


$13.6 million from contractual escalations, net of churn; and
$1.0 million from other tenant billings;
Pass-through revenue growth of $31.2 million; and
$0.2 million of other revenue growth.

Segment growth was partially offset by a decrease of $36.3 million attributable to the impact of foreign currency translation, which included, among others, $31.6 million related to fluctuations in NGN and $11.6 million related to fluctuations in GHS, and was partially offset by an increase of $9.4 million related to fluctuations in ZAR.

Latin America property segment revenue growth of $140.6 million was attributable to:
Tenant billings growth of $72.5 million, which was driven by:
$27.9 million due to colocations and amendments;
$26.4 million from contractual escalations, net of churn;
$16.6 million generated from newly acquired or constructed sites; and
$1.6 million from other tenant billings;
Pass-through revenue growth of $17.2 million; and
$6.7 million of other revenue growth, primarily due to the impact of a $7.0 million reduction in revenue in the prior-year period resulting from a judicial reorganization of a tenant in Brazil, partially offset by the impact of straight-line accounting.

Segment revenue also increased $44.2 million attributable to the impact of foreign currency translation, which included, among others, $47.8 million related to fluctuations in BRL and $2.5 million related to fluctuations in Colombian Peso, and was partially offset by a decrease of $7.8 million related to fluctuations in MXN.

The increase in services segment revenue of $17.5 million was primarily attributable to an increase in site acquisition projects.

Gross Margin
Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30,Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
2017 2016 2017 2016  20222021
Property           Property
U.S.$716,495
 $648,225
 11% $2,140,715
 $1,969,551
 9%
Asia132,637
 115,768
 15
 385,330
 242,660
 59
EMEA95,633
 76,877
 24
 285,104
 227,158
 26
U.S. & CanadaU.S. & Canada$1,032.6 $1,031.8 0 %
Asia-PacificAsia-Pacific123.4 105.9 17 
AfricaAfrica170.1 154.8 10 
EuropeEurope106.2 36.8 189 
Latin America202,622
 174,709
 16
 581,846
 481,555
 21
Latin America289.3 235.5 23 
Data CentersData Centers107.7 1.6 6,631 
Total property1,147,387
 1,015,579
 13
 3,392,995
 2,920,924
 16
Total property1,829.3 1,566.4 17 
Services16,998
 11,369
 50% 47,365
 32,911
 44%Services31.6 17.8 78 %
Three Months Ended September 30, 2017March 31, 2022
•The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above and a decrease in direct expenses of $1.1 million.

The increase in Asia& Canada property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $4.0$2.8 million. Direct expenses increased by an additional $6.8 million attributable to the impact of foreign currency translation.



•The increase in EMEAAsia-Pacific property segment gross margin was primarily attributable to the increase in revenue described above, and a benefit of $3.2 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $9.2$4.6 million. Direct expenses also benefited by $5.0 million from the impact of foreign currency translation.

•The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $21.5 million, primarily due to an increase in costs associated with pass-through revenue, including fuel costs. Direct expenses also benefited by $4.7 million from the impact of foreign currency translation.
•The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $85.2 million, primarily due to the Telxius Acquisition. Direct expenses also benefited by $0.7 million from the impact of foreign currency translation.
•The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $7.3 million.$30.0 million, primarily due to the Telxius Acquisition. Direct expenses increasedalso benefited by an additional $2.6$1.2 million due tofrom the impact of foreign currency translation.

•The increase in servicesData Centers segment gross margin was attributable to data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.
•The increase in Services segment gross margin was primarily due to increased project volume.

Nine Months Ended September 30, 2017

The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $3.8$16.9 million.

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The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $153.8 million, primarily due to the Viom Acquisition. Direct expenses increased by an additional $13.4 million attributable to the impact of foreign currency translation.


The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $31.4 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $43.9 million, partially due to the FPS Acquisition.

The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $23.9 million. Direct expenses increased by an additional $16.4 million due to the impact of foreign currency translation.

The increase in services segment gross margin was primarily due to increased project volume.

Selling, General, Administrative and Development Expense (“SG&A”)
Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
2017 2016 2017 2016  20222021
Property           Property
U.S.$41,402
 $35,526
 17 % $112,273
 $107,533
 4%
Asia12,408
 15,030
 (17) 49,474
 36,376
 36
EMEA15,225
 12,958
 17
 49,627
 45,795
 8
U.S. & CanadaU.S. & Canada$42.8 $38.3 12 %
Asia-PacificAsia-Pacific47.9 7.1 575 
AfricaAfrica22.5 18.9 19 
EuropeEurope14.9 5.6 166 
Latin America18,579
 15,454
 20
 56,622
 45,069
 26
Latin America28.8 23.3 24 
Data CentersData Centers16.4 1.0 1,540 
Total property87,614
 78,968
 11
 267,996
 234,773
 14
Total property173.3 94.2 84 
Services3,631
 2,726
 33
 10,224
 8,988
 14
Services6.0 4.2 43 
Other56,716
 49,843
 14
 187,685
 161,325
 16
Other114.6 84.2 36 
Total selling, general, administrative and development expense$147,961
 $131,537
 12 % $465,905
 $405,086
 15%Total selling, general, administrative and development expense$293.9 $182.6 61 %
Three Months Ended September 30, 2017March 31, 2022
•The increases in each of our U.S., EMEA & Canada, Africa, Europe and Latin America property segments’segment SG&A and Services segment SG&A were primarily driven by increased personnel costs to support our business, including additional costs as a result of the FPSTelxius Acquisition in our EMEA property segment.Europe and Latin America.



•The decreaseincrease in our AsiaAsia-Pacific property segment SG&A was primarily due to the reversal ofdriven by an increase in bad debt expense of $3.7 million, partially offset by increased personnel costs$40.3 million.
•The increase in our Data Centers segment SG&A was attributable to support our business.data centers acquired in the fourth quarter of 2021, including through the CoreSite Acquisition.

•The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $4.2$18.7 million, including expense associated with certain equity awards related to the CoreSite Acquisition, and an increase in corporate SG&A.

Nine Months Ended September 30, 2017
The increases&A, including an increase in each of our property segments’ SG&A were primarily driven by increased personnel costs to support our business, including additional costs as a result of the Viom Acquisition in our Asia property segment and the FPS Acquisition in our EMEA property segment. The increase in our EMEA property segment SG&A was partially offset by the reduction in bad debt expense of $3.7 million and the increase in our Asia property segment SG&A was also partially driven by an increase in bad debt expense of $2.7 million.

The increase in our services segment SG&A was primarily attributable to an increase in personnel costs within our tower services group.

The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $15.7 million and an increase in corporate SG&A.

business.
Operating Profit
 Three Months Ended March 31,Percent Increase (Decrease)
 20222021
Property
U.S. & Canada$989.8 $993.5 (0)%
Asia-Pacific75.5 98.8 (24)
Africa147.6 135.9 9 
Europe91.3 31.2 193 
Latin America260.5 212.2 23 
Data Centers91.3 0.6 15,117 
Total property1,656.0 1,472.2 12 
Services25.6 13.6 88 %
 Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
 2017 2016  2017 2016 
Property           
U.S.$675,093
 $612,699
 10% $2,028,442
 $1,862,018
 9%
Asia120,229
 100,738
 19
 335,856
 206,284
 63
EMEA80,408
 63,919
 26
 235,477
 181,363
 30
Latin America184,043
 159,255
 16
 525,224
 436,486
 20
Total property1,059,773
 936,611
 13
 3,124,999
 2,686,151
 16
Services13,367
 8,643
 55% 37,141
 23,923
 55%
Three Months Ended March 31, 2022

•The growthdecreases in operating profit for the three and nine months ended September 30, 2017March 31, 2022 for each of our U.S. & Canada and Asia-Pacific property segments waswere primarily attributable to an increaseincreases in our segment SG&A, partially offset by increases in our segment gross margin.
35

•The growthincreases in operating profit for the three and nine months ended September 30, 2017 inMarch 31, 2022 for our U.S., EMEAAfrica, Europe and Latin America property segments as well asand our Asia propertyServices segment for the nine months ended September 30, 2017, were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.

•The growthincrease in operating profit for the three and nine months ended September 30, 2017March 31, 2022 for our servicesData Centers segment was primarily attributable to an increasedata centers acquired in our segment gross margin, partially offset by an increase in our segment SG&A.the fourth quarter of 2021, including through the CoreSite Acquisition.

Depreciation, Amortization and Accretion
 Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
 2017 2016  2017 2016 
Depreciation, amortization and accretion$432,354
 $397,999
 9% $1,249,849
 $1,137,398
 10%

 Three Months Ended March 31,Percent Increase (Decrease)
 20222021
Depreciation, amortization and accretion$815.8 $522.5 56 %
The increasesincrease in depreciation, amortization and accretion expense for the three and nine months ended September 30, 2017 wereMarch 31, 2022 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of eachthe prior-year period, including due to the Telxius Acquisition and the CoreSite Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization.



amortization, partially offset by foreign currency exchange rate fluctuations.
Other Operating Expenses
 Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
 2017 2016  2017 2016 
Other operating expenses$19,541
 $14,998
 30% $44,595
 $37,509
 19%

 Three Months Ended March 31,Percent Increase (Decrease)
 20222021
Other operating expenses$26.1 $50.4 (48)%
The increasedecrease in other operating expenses forduring the three months ended September 30, 2017March 31, 2022 was primarily attributable to decreases in acquisition related costs, including pre-acquisition contingencies and settlements, of $33.0 million, partially offset by an increase in integration, acquisitionimpairment charges and merger related expenses of $4.1 million.

The increase in other operating expenses for the nine months ended September 30, 2017 was primarily attributable to an increase of $10.9 million in losses on sales or disposals of assets and impairments, an increase in integration, acquisition and merger related expenses of $7.3 million and $10.0 million to fund our charitable foundation. These items were partially offset by aggregate purchase price refunds of $22.2 million of acquisition costs, primarily relating to an acquisition in Brazil completed in 2014.

$8.3 million.
Total Other (Income) Expense
 Three Months Ended March 31,Percent Increase (Decrease)
 20222021
Total other (income) expense$(0.1)$126.1 (100)%
 Three Months Ended September 30, Percent Increase (Decrease)Nine Months Ended September 30, Percent Increase (Decrease)
 2017 2016 2017 2016 
Total other expense$193,055
 $193,302
 0%$554,700
 $531,556
 4%

Total other (income) expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses. We record unrealized foreign currency gains or losses as a result of foreign currency exchange rate fluctuations primarily associated with our intercompany notes and similar unaffiliated balances denominated in a currency other than the subsidiaries’ functional currencies.
The slight decreasechange in total other (income) expense during the three months ended September 30, 2017March 31, 2022 was primarily due to an increase in foreign currency gains of $147.4 million and a decrease in loss on retirement of long-term obligationsdebt of $14.2 million primarily attributable to the redemption of the 4.500% senior unsecured notes due 2018 (the “4.500% Notes”), which was more than offset by the following: foreign currency losses of $4.3 million compared to foreign currency losses of $12.4 million in the prior-year period, an additional $1.9 million in interest income compared to the prior-year period and a decrease in interest expense of $1.4 million. The reduction in interest expense was due to a 15 basis point decrease in our annualized weighted-average cost of borrowing, partially offset by a $0.6 billion increase in our average debt outstanding.

The increase in total other expense during the nine months ended September 30, 2017 was primarily due to a loss on retirement of long-term obligations of $69.9 million attributable to the redemptions of the 7.25% senior unsecured notes due 2019 (the “7.25% Notes”) and the 4.500% Notes and the repayment of the Secured Cellular Site Revenue Notes, Series 2012-2 Class A, Series 2012-2 Class B and Series 2012-2 Class C and Secured Cellular Site Revenue Notes, Series 2010-2, Class C and Series 2010-2, Class F, compared to the nine months ended September 30, 2016, where we recorded a gain on retirement of long-term obligations of $0.8$25.7 million attributable to the repayment of all amounts outstanding under the Secured Tower Cellular Site Revenue Notes, Series 2012-1 Class A. Thesecuritizations assumed in connection with our acquisition of InSite Wireless Group, LLC (the “InSite Acquisition,” and the debt, the “InSite Debt”) in the prior-year period, partially offset by an increase was also attributable to additionalin net interest expense of $28.4$56.9 million, primarily due to a $0.8 billionan increase in our average debt outstanding and a 15 basis point increase in our annualized weighted average cost of borrowing. These items were partially offset by foreign currency gains of $30.7 million compared to foreign currency losses of $29.9 million induring the prior-year period,three months ended March 31, 2022 as well as an additional $10.2 million in interest income compared to the prior-year period.

Total other (income) expense during the three months ended March 31, 2022 also includes $9.5 million in unrealized gains from equity securities in the United States.
Income Tax Provision
Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
2017 2016 2017 2016  20222021
Income tax provision$33,412
 $22,037
 52% $84,155
 $94,671
 (11)%Income tax provision$22.5 $50.3 (55)%
Effective tax rate9.1% 7.7%   7.5% 11.4%  Effective tax rate3.1 %7.2 %
As a real estate investment trust for U.S. federal income tax purposes (“REIT”), we may deduct earnings distributed to stockholders against the income generated by our REIT operations. In addition, we are able to offset certain income by

36


utilizing our net operating losses (“NOLs”), subject to specified limitations. Consequently, the effective tax rate on income from continuing operations for each of the three and nine months ended September 30, 2017March 31, 2022 and 20162021 differs from the federal statutory rate.

The increase in the income tax provision for the three months ended September 30, 2017 was primarily attributable to an increase in foreign earnings, partially offset by fewer uncertain tax positions taken in 2017 than in 2016.

The decrease in the income tax provision forduring the ninethree months ended September 30, 2017March 31, 2022 was primarily attributable to fewer uncertain tax positions takenthe reversal of valuation allowances in 2017 than in 2016 andcertain jurisdictions. These valuation allowance reversals were recognized as a clarification ofreduction to the income tax lawprovision as the net related deferred tax assets were deemed realizable based on changes in Ghana, which resulted in an income tax benefit of $11.6 million, offset by an increase in foreign earnings.facts and circumstances relevant to the assets’ recoverability.


Net Income/Income / Adjusted EBITDA and Net Income/NAREIT FFO/Income / Nareit FFO attributable to American Tower Corporation common stockholders / Consolidated AFFO / AFFO attributable to American Tower Corporation common stockholders
 Three Months Ended March 31,Percent Increase (Decrease)
 20222021
Net income$702.7 $652.3 8 %
Income tax provision22.5 50.3 (55)
Other income(252.6)(95.2)165 
Loss on retirement of long-term obligations— 25.7 (100)
Interest expense262.4 207.0 27 
Interest income(9.9)(11.4)(13)
Other operating expenses26.1 50.4 (48)
Depreciation, amortization and accretion815.8 522.5 56 
Stock-based compensation expense56.7 38.0 49 
Adjusted EBITDA$1,623.7 $1,439.6 13 %
37

  Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
  2017 2016  2017 2016 
Net income $334,684
 $263,735
 27 % $1,030,584
 $737,506
 40 %
Income tax provision 33,412
 22,037
 52
 84,155
 94,671
 (11)
Other expense (income) 1,114
 12,260
 (91) (39,970) 25,894
 (254)
Loss (gain) on retirement of long-term obligations 14,183
 —
 100
 69,897
 (830) 8,521
Interest expense 188,784
 190,160
 (1) 559,507
 531,076
 5
Interest income (8,313) (6,376) 30
 (26,551) (16,378) 62
Other operating expenses 19,541
 14,998
 30
 44,595
 37,509
 19
Depreciation, amortization and accretion 432,354
 397,999
 9
 1,249,849
 1,137,398
 10
Stock-based compensation expense 24,463
 20,226
 21
 86,423
 70,212
 23
Adjusted EBITDA $1,040,222
 $915,039
 14 % $3,058,489
 $2,617,058
 17 %


Three Months Ended September 30, Percent Increase (Decrease)Nine Months Ended September 30, Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
2017 2016 2017 2016  20222021
Net income$334,684
 $263,735
 27 %$1,030,584
 $737,506
 40 %Net income$702.7 $652.3 8 %
Real estate related depreciation, amortization and accretion387,108
 355,721
 9
1,117,638
 1,013,567
 10
Real estate related depreciation, amortization and accretion725.1 467.0 55 
Losses from sale or disposal of real estate and real estate related impairment charges12,806
 12,150
 5
32,546
 21,882
 49
Dividends on preferred stock(18,907) (26,781) (29)(68,531) (80,344) (15)
Losses from sale or disposal of real estate and real estate related impairment charges (1)Losses from sale or disposal of real estate and real estate related impairment charges (1)13.8 6.2 123 
Adjustments for unconsolidated affiliates and noncontrolling interests(47,739) (27,224) 75
(130,677) (61,182) 114
Adjustments for unconsolidated affiliates and noncontrolling interests(41.5)(20.1)106 
NAREIT FFO attributable to American Tower Corporation common stockholders$667,952
 $577,601
 16 %$1,981,560
 $1,631,429
 21 %
Nareit FFO attributable to American Tower Corporation common stockholdersNareit FFO attributable to American Tower Corporation common stockholders$1,400.1 $1,105.4 27 %
Straight-line revenue(48,644) (34,645) 40
(151,429) (101,889) 49
Straight-line revenue(109.4)(119.9)(9)
Straight-line expense14,067
 17,814
 (21)45,382
 50,127
 (9)Straight-line expense10.6 15.0 (29)
Stock-based compensation expense24,463
 20,226
 21
86,423
 70,212
 23
Stock-based compensation expense56.7 38.0 49 
Deferred portion of income tax6,124
 582
 952
(3,517) 22,803
 (115)Deferred portion of income tax(77.3)44.5 (274)
GTP one-time cash tax settlement (2)GTP one-time cash tax settlement (2)45.8 — 100 
Non-real estate related depreciation, amortization and accretion45,246
 42,278
 7
132,211
 123,831
 7
Non-real estate related depreciation, amortization and accretion90.7 55.5 63 
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges7,340
 5,578
 32
21,401
 17,424
 23
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges12.1 8.6 41 
Other expense (income) (1)1,114
 12,260
 (91)(39,970) 25,894
 (254)
Loss (gain) on retirement of long-term obligations14,183
 —
 100
69,897
 (830) 8,521
Other income (3)Other income (3)(252.6)(95.2)165 
Loss on retirement of long-term obligationsLoss on retirement of long-term obligations— 25.7 (100)
Other operating expense (2)(4)6,736
 2,848
 137
12,049
 15,627
 (23)12.3 44.2 (72)
Capital improvement capital expenditures(32,574) (27,975) 16
(77,873) (70,452) 11
Capital improvement capital expenditures(27.7)(18.4)51 
Corporate capital expenditures(5,747) (2,508) 129
(12,419) (9,732) 28
Corporate capital expenditures(1.3)(0.9)44 
Adjustments for unconsolidated affiliates and noncontrolling interests47,739
 27,224
 75
130,677
 61,182
 114
Adjustments for unconsolidated affiliates and noncontrolling interests41.5 20.1 106 
Consolidated AFFO$747,999
 $641,283
 17 %$2,194,392
 $1,835,626
 20 %Consolidated AFFO$1,201.5 $1,122.6 7 %
Adjustments for unconsolidated affiliates and noncontrolling interests (3)(5)(43,337) (29,315) 48 %(127,995) (66,439) 93 %(34.4)(22.8)51 %
AFFO attributable to American Tower Corporation common stockholders$704,662
 $611,968
 15 %$2,066,397
 $1,769,187
 17 %AFFO attributable to American Tower Corporation common stockholders$1,167.1 $1,099.8 6 %
_______________
(1)Includes unrealized losses (gains) on foreign currency exchange rate fluctuations of $5.3 million, $8.3 million, ($30.4 million) and $3.5 million, respectively.
(2)Includes integration and acquisition-related costs. For the nine months ended September 30, 2017, amount also includes refunds for acquisition costs and a charitable contribution.
(3)Includes adjustments for the impact on both NAREIT FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO. 

(1)Included in these amounts are impairment charges of $5.8 million and $0.6 million, respectively.
Three Months Ended September 30, 2017(2)In 2015, we incurred charges in connection with certain tax elections wherein MIP Tower Holdings LLC, parent company to Global Tower Partners (“GTP”), would no longer operate as a separate REIT for federal and state income tax purposes. We finalized a settlement related to this tax election in the three month period ended March 31, 2022. We believe that these related transactions are nonrecurring, and do not believe it is an indication of our operating performance. Accordingly, we believe it is more meaningful to present Consolidated AFFO excluding these amounts.
(3)Includes gains on foreign currency exchange rate fluctuations of $242.1 million and $94.7 million, respectively.
(4)Primarily includes acquisition-related costs and integration costs. 
(5)Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.

The increase in net income for the three months ended March 31, 2022 was primarily due to (i) an increase in our operating profit, and(ii) a decrease in other operating expenses, (iii) an increase in gains on foreign currency losses of $8.1 million includedexchange rate fluctuations and (iv) a decrease in other expense,the income tax provision, partially offset by increases(a) an increase in depreciation, amortization and accretion expense and (b) an increase in interest expense. Net income tax provision andfor the three months ended March 31, 2021 included a loss on retirement of long-term obligations of $14.2 million.



$25.7 million, attributable to the repayment of the InSite Debt.
The increase in Adjusted EBITDA for the three months ended March 31, 2022 was primarily attributable to the increase in our gross margin, and was partially offset by an increase in SG&A, of $12.3 million, excluding the impact of stock-based compensation expense.

expense of $92.6 million.
The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the three months ended March 31, 2022 was primarily attributable to the increase in our operating profit, and a decrease in dividends on preferred stock, partially offset by increases in straight-line revenue, capital improvements and corporate capital expenditures and corporate SG&A.

Nine Months Ended September 30, 2017
The increase in net income was primarily due to increases in our operating profit and foreign currency gains of $60.7 million included in other expense, partially offset by increases in depreciation, amortization and accretion expense and interest expense, and a loss on retirement of long-term obligations of $69.9 million.

The increase in Adjusted EBITDA was primarily attributable to the increase in our gross margin and was partially offset by an increase in SG&A of $45.1 million, excluding the impact of stock-based compensation expense.

straight-line accounting, partially offset by (i) increases in cash paid for taxes and cash paid for interest and (ii) an increase in capital improvement capital expenditures. The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders was primarily attributable toalso impacted by changes in noncontrolling interests held in Europe and Asia-Pacific since the increase in our operating profit and a decrease in dividends on preferred stock, partially offset by increases in straight-line revenue, interest and income taxes, including adjustments, and corporate SG&A.beginning of the prior-year period.

38



Liquidity and Capital Resources
The information in this section updates as of September 30, 2017March 31, 2022 the “Liquidity and Capital Resources” section of the 20162021 Form 10-K and should be read in conjunction with that report.
Overview
OverviewDuring the three months ended March 31, 2022, our significant financing transactions included:
•Repayment of debt assumed in connection with the CoreSite Acquisition, including senior unsecured notes previously entered into by CoreSite (the “CoreSite Debt”).
•Redemption of our 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) upon their maturity.
As a holding company, our cash flows are derived primarily from the operations of, and distributions from, our operating subsidiaries or funds raised through borrowings under our credit facilities and debt or equity offerings.
The following table summarizes the significant components of our liquidity (in thousands)millions):
 As of September 30, 2017
Available under the 2013 Credit Facility$790,104
Available under the 2014 Credit Facility945,000
Letters of credit(10,967)
Total available under credit facilities, net1,724,137
Cash and cash equivalents799,467
Total liquidity$2,523,604
As of March 31, 2022
Available under the 2021 Multicurrency Credit Facility$793.9 
Available under the 2021 Credit Facility1,450.0 
Letters of credit(24.7)
Total available under credit facilities, net$2,219.2 
Cash and cash equivalents1,941.5 
Total liquidity$4,160.7 
Subsequent to September 30, 2017,March 31, 2022, we borrowed anmade additional $445.0borrowings of $650.0 million and repayments of $720.0 million under our multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013the 2021 Credit Facility”),Facility (as defined below) and $245.0repayments of $600.0 million under our multicurrency senior unsecured revolving credit facility entered into in January 2012the 2021 Multicurrency Credit Facility (as defined below), including repayments of an aggregate of $1.2 billion under both facilities using proceeds from the issuance of the 3.650% Notes and amended and restated in September 2014,the 4.050% Notes (each as further amended (the “2014 Credit Facility”)defined below). The borrowings were used to fund the acquisition of over 500 sites in the United States and for general corporate purposes.
Summary cash flow information is set forth below (in thousands)millions):
Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 20222021
Net cash provided by (used for):   Net cash provided by (used for):
Operating activities$2,131,752
 $1,978,431
Operating activities$663.6 $1,092.7 
Investing activities(1,510,496) (1,786,202)Investing activities(513.1)(438.7)
Financing activities(613,926) 26,727
Financing activities(250.9)(480.0)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents4,976
 (9,284)
Net increase in cash and cash equivalents$12,306
 $209,672
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cashNet effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash28.5 (42.1)
Net (decrease) increase in cash and cash equivalents, and restricted cashNet (decrease) increase in cash and cash equivalents, and restricted cash$(71.9)$131.9 
We use our cash flows to fund our operations and investments in our business, including tower maintenance and improvements, communications site construction, and managed network installations and tower and land acquisitions. Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended.amended (the “Code”). We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
As of September 30, 2017,March 31, 2022, we had total outstanding indebtedness of $19.4$43.7 billion, with a current portion of $0.7$5.3 billion. During the ninethree months ended September 30, 2017,March 31, 2022, we generated sufficient cash flow from operations, together with borrowings under our credit facilities, debt issuances and cash on hand, to fund our acquisitions, capital expenditures and debt service obligations, as well as our required distributions. We believe the cash generated by operating activities during the year ending December 31, 2017,2022, together with our borrowing capacity under our credit facilities, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions.     
39

We expect to finance the purchase price for the CoreSite Acquisition with both debt and equity and are evaluating a number of potential sources of equity funding, including common equity, mandatory convertible preferred equity and other convertible instruments and private capital partnerships, and discussions with respect to such private capital partnerships have continued to progress. No assurance can be given as to the completion of the above described financings on acceptable terms or at all.
Material Cash Requirements— There were no material changes to the Material Cash Requirements section of the 2021 Form 10-K.
As of September 30, 2017,March 31, 2022, we had $636.8 million$1.6 billion of cash and cash equivalents held by our foreign subsidiaries, of which $236.6$217.6 million was held by our joint ventures and minority interest holders.ventures. While certain subsidiaries may pay us interest or principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs. However, in the event that we do repatriate any funds, we may be required to accrue and pay certain taxes.



Cash Flows from Operating Activities

The increasedecrease in cash provided by operating activities for the ninethree months ended September 30, 2017March 31, 2022 was primarily attributable to (i) changes in unearned revenue, (ii) an increase in cash required for working capital, primarily as a result of an increase in accounts receivable and a decrease in accounts payable, and (iii) increases in cash paid for interest and cash paid for taxes, partially offset by an increase in the operating profit of our property segments, partially offset by the impact of increases in straight-line revenue and cash paid for interest, as well as an increase in cash used for working capital.

segments.
Cash Flows from Investing Activities

Our significant investing activities during the ninethree months ended September 30, 2017March 31, 2022 are highlighted below:

•We spent $956.9$128.6 million for acquisitions, primarily related to the funding of the FPS Acquisition.including payments made for acquisitions completed in 2021.

•We spent $578.0$394.5 million for capital expenditures, as follows (in millions):
Discretionary capital projects (1)$105.7
Ground lease purchases94.1
Capital improvements and corporate expenditures (2)90.3
Redevelopment154.6
Start-up capital projects133.3
Total capital expenditures$578.0
_______________
Discretionary capital projects (1)Includes the construction of 1,421 communications sites globally.$
187.6 
Ground lease purchases (2)Includes $23.0 million of56.5 
Capital improvements and corporate expenditures (3)29.0 
Redevelopment84.2 
Start-up capital lease payments included in Repayments of notes payable, credit facilities, senior notes, term loan andprojects37.2 
Total capital leases in the cash flow from financing activities in our condensed consolidated statements of cash flows.expenditures (4)$394.5 

_______________
(1)Includes the construction of 1,442 communications sites globally.
(2)Includes $10.1 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.
(3)Includes $1.4 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.
(4)Net of purchase credits of $3.1 million on certain assets, which are recorded in investing activities in our condensed consolidated statements of cash flows.
We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies. Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site and data center facility construction, and through acquisitions. We also regularly review our portfolios as to capital expenditures required to upgrade our infrastructure to our structural standards or address capacity, structural or permitting issues. 

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We expect that our 20172022 total capital expenditures will be between $800.0 million and $900.0 million, as follows (in millions):


Discretionary capital projects (1)$145
to$175
Discretionary capital projects (1)$820 to$850 
Ground lease purchases145
to155
Ground lease purchases$230 to$250 
Capital improvements and corporate expenditures125
to135
Capital improvements and corporate expenditures$170 to$180 
Redevelopment205
to235
Redevelopment$500 to$520 
Start-up capital projects180
to200
Start-up capital projects$280 to$300 
Total capital expenditures$800
to$900
Total capital expenditures$2,000 to$2,100 
_______________
(1)Includes the construction of approximately 1,7506,000 to 2,7507,000 communications sites globally.



Cash Flows from Financing Activities

Our significant financing activities were as follows (in millions):
Three Months Ended March 31,
20222021
Proceeds from issuance of senior notes, net$— $1,398.1 
Proceeds from credit facilities, net1,990.0 320.0 
Repayment of term loan— (750.0)
Repayment of securitized debt (1)— (763.5)
Repayments of senior notes (2)(1,555.1)— 
Distributions to noncontrolling interest holders(0.1)(8.1)
Purchase of redeemable noncontrolling interest (3)— (2.5)
Distributions paid on common stock(641.2)(544.9)
 Nine Months Ended September 30,
 2017 2016
Proceeds from issuance of senior notes, net$1,279.4
 $3,236.4
Proceeds from (repayments of) credit facilities, net1,073.6
 (1,227.1)
Repayments of term loan—
 (1,000.0)
Repayments of securitized notes(302.7) (94.1)
Repayment of senior notes(1,300.0) —
Contributions from (distributions to) noncontrolling interest holders, net (1)264.7
 (0.7)
Distributions paid on common and preferred stock(862.0) (732.3)
Purchases of common stock(669.7) —
___________
_______________(1)During the three months ended March 31, 2021, we repaid all amounts outstanding under the InSite Debt.
(1)     2017 contributions primarily relate to(2)Includes the fundingCoreSite Debt, which, as of December 31, 2021, included $875.0 million aggregate principal amount and a fair value adjustment of $80.1 million. During the three months ended March 31, 2022, we repaid all amounts outstanding under the CoreSite Debt.
(3)During the three months ended March 31, 2021, we liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption).
Repayment of 2.250% Senior Notes—On January 14, 2022, we repaid $600.0 million aggregate principal amount of the FPS Acquisition.    2.250% Notes upon their maturity. The 2.250% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 2.250% Notes remained outstanding.

Offering of Senior Notes
1.375%3.650% Senior Notes Offering. and 4.050% Senior Notes Offering—On April 6, 2017,1, 2022, we completed a registered public offering of 500.0$650.0 million Euros ($532.2 million at the date of issuance) aggregate principal amount of 1.375%3.650% senior unsecured notes due 20252027 (the “1.375%“3.650% Notes”) and $650.0 million aggregate principal amount of 4.050% senior unsecured notes due 2032 (the “4.050% Notes,” and, together with the 3.650% Notes, the “Notes”). The net proceeds from this offering were approximately 489.8 million Euros (approximately $521.4 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2013 Credit Facility and for general corporate purposes.

The 1.375% Notes will mature on April 4, 2025 and bear interest at a rate of 1.375% per annum. Accrued and unpaid interest on the 1.375% Notes will be payable in Euros in arrears on April 4 of each year, beginning on April 4, 2018. Interest on the 1.375% Notes 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 1.375% Notes and commenced accruing on April 6, 2017.

3.55% Senior Notes Offering. On June 30, 2017, we completed a registered public offering of $750.0 million aggregate principal amount of 3.55% senior unsecured notes due 2027 (the “3.55% Notes”). The net proceeds from this offering were approximately $741.8$1,282.6 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 20132021 Multicurrency Credit Facility.

Facility, the 2021 Credit Facility and the 2021 USD 364-Day Delayed Draw Term Loan.
The 3.55%key terms of the Notes will mature on July 15, 2027 and bear interest at a rate of 3.55% per annum. are as follows:
Senior NotesAggregate Principal Amount (in millions)Issue Date and Interest Accrual DateMaturity DateContractual Interest RateFirst Interest PaymentInterest Payments Due (1)Par Call Date (2)
3.650% Notes$650.0 April 1, 2022March 15, 20273.650 %September 15, 2022March 15 and September 15February 15, 2027
4.050% Notes$650.0 April 1, 2022March 15, 20324.050 %September 15, 2022March 15 and September 15December 15, 2031
___________
(1)Accrued and unpaid interest on the 3.55% Notes will beU.S. Dollar (“USD”) denominated notes is payable in U.S. DollarsUSD semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018. Interest onwill be computed from the 3.55% Notes is computedissue date on the basis of a 360-day year comprised of twelve 30-day months and commenced accruing on June 30, 2017.months.

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(2)We may redeem each series of senior notesthe Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the notesNotes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the 1.375% Notes on or after January 4, 2025 or the 3.55% Notes on or after April 15, 2027,par call date, we will not be required to pay a make-whole premium. In addition, if

If we undergo a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture for the Notes, we may be required to repurchase all of the applicable notesNotes at a purchase price equal to 101% of the principal amount of such notes,Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The notesNotes rank equally with all of our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.

The supplemental indentures containindenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions,


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

RedemptionRepayment of 7.25% Senior Notes. CoreSite Debt—On February 10, 2017,January 7, 2022, we redeemed all ofrepaid the 7.25% Notes at a price equal to 112.0854% ofentire amount outstanding under the principal amount,CoreSite Debt, plus accrued and unpaid interest up to, but excluding, February 10, 2017,January 7, 2022, for an aggregate redemption price of $341.4$962.9 million, including $5.1$80.1 million of prepayment consideration and $7.8 million in accrued and unpaid interest. The redemptionrepayment of the CoreSite Debt was funded with borrowings under the 20132021 Multicurrency Credit Facility and cash on hand. Upon completion of the redemption, none of the 7.25% Notes remained outstanding.

Redemption of 4.500% Senior Notes. On July 31, 2017, we redeemed all of the 4.500% Notes at a price equal to 101.3510% of the principal amount, plus accrued and unpaid interest up to, but excluding, July 31, 2017, for an aggregate redemption price of $1.0 billion, including $2.0 million in accrued and unpaid interest. The redemption was funded with borrowings under the 20132021 Multicurrency Credit Facility and cash on hand. Upon completion of the redemption, none of the 4.500% Notes remained outstanding.

Bank Facilities

2013 Credit Facility. Facility—During the ninethree months ended September 30, 2017,March 31, 2022, we borrowed an aggregate of $3.4$850.0 million under our $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and repaid an aggregate of $2.0 billion of revolving indebtedness under the 2013restated in December 2021 (the “2021 Multicurrency Credit Facility.Facility”). We used the borrowings to fund acquisitions, repay existingoutstanding indebtedness, including the CoreSite Debt, and for general corporate purposes. We currently have $4.6$3.5 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 20132021 Multicurrency Credit Facility in the ordinary course.


20142021 Credit Facility. Facility—During the ninethree months ended September 30, 2017,March 31, 2022, we borrowed an aggregate of $200.0 million$1.4 billion and repaid an aggregate of $530.0$260.0 million of revolving indebtedness under our $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021 (the “2021 Credit Facility”). We used the 2014 Credit Facility.borrowings to repay outstanding indebtedness, including the 2.250% Notes, and for general corporate purposes. We currently have $6.4$21.2 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 20142021 Credit Facility in the ordinary course.

OurAs of March 31, 2022, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, our $1.0 billion unsecured term loan, as amended and restated in December 2021 (the “2021 Term Loan”), our 825.0 million EUR unsecured term loan, as amended and restated in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”), our $3.0 billion unsecured term loan entered into in October 2013,December 2021 (the “2021 USD 364-Day Delayed Draw Term Loan”) and our $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two Year Delayed Draw Term Loan”) were as amended (the “Term Loan”),follows:
Bank FacilityOutstanding Principal Balance
($ in millions)		Maturity DateLIBOR or EURIBOR borrowing interest rate range (1)Base rate borrowing interest rate range (1)Current margin over LIBOR or EURIBOR and the base rate, respectively
2021 Multicurrency Credit Facility(2)$5,206.1 June 30, 2025(3)0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2021 Credit Facility(4)2,550.0 January 31, 2027(3)0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2021 Term Loan(4)1,000.0 January 31, 20270.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2021 EUR Three Year Delayed Draw Term Loan(5)913.0 May 28, 20240.875% - 1.625%0.000% - 0.625%1.125% and 0.125%
2021 USD 364-Day Delayed Draw Term Loan(4)3,000.0 December 28, 20220.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2021 USD Two Year Delayed Draw Term Loan(4)1,500.0 December 28, 20230.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
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___________
(1)Represents interest rate above the 2013London Interbank Offered Rate (“LIBOR”) for LIBOR based borrowings, interest rate above Euro Interbank Offer Rate (“EURIBOR”) for EURIBOR based borrowings and interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
(2)Currently borrowed at LIBOR for USD denominated borrowings and at EURIBOR for EUR denominated borrowings.
(3)Subject to two optional renewal periods.
(4)Currently borrowed at LIBOR.
(5)Currently borrowed at EURIBOR.

We must pay a quarterly commitment fee on the undrawn portion of each of the 2021 Multicurrency Credit Facility and the 20142021 Credit Facility. The commitment fee for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility ranges from 0.080% to 0.300% per annum, based upon our debt ratings, and is currently 0.110%.
The 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing either a defined base rate, LIBOR or the London Interbank Offered Rate (“LIBOR”)EURIBOR as the applicable base rate for borrowings under the Term Loan, the 2013 Credit Facility and the 2014 Credit Facility. The interest rates range between 1.000% to 2.000% above LIBOR for LIBOR based borrowings or up to 1.000% above the defined base rate for base rate borrowings, in each case based upon our debt ratings. The current margin over LIBOR and the base rate for each of the Term Loan, the 2013 Credit Facility and the 2014 Credit Facility is 1.250% and 0.250%, respectively.
The 2013 Credit Facility and the 2014 Credit Facility are subject to two optional renewal periods. We must pay a quarterly commitment fee on the undrawn portion of the 2013 Credit Facility and the 2014 Credit Facility, which ranges from 0.100% to 0.400% per annum, based upon our debt ratings, and is currently 0.150%.these bank facilities.
The loan agreements for each of the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2013 Credit Facility2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2014 Credit Facility2021 USD Two Year Delayed Draw Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding under the applicable agreement, including all accrued interest and unpaid fees, becoming immediately due and payable.
Stock Repurchase Program.Programs—In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”).
During the nine months ended September 30, In December 2017, our Board of Directors approved an additional stock repurchase program, pursuant to which we resumed the 2011 Buyback and repurchased 5,456,538 sharesare authorized to repurchase up to $2.0 billion of our common stock thereunder for an aggregate(the “2017 Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).
During the three months ended March 31, 2022, there were no repurchases under either of $676.9 million, including commissions and fees.



the Buyback Programs.
We expect to continue managing the pacing of the remaining $373.1 million (as of October 24, 2017)approximately $2.0 billion under the 2011 Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. PurchasesRepurchases under the 2011 Buyback Programs are subject to, among other things, us having available cash to fund repurchases. For more information on the 2011 Buyback, see Part II, Item 2 in this Quarterly Report on Form 10-Q.repurchases.
Sales of Equity Securities.Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan (“ESPP”(the “ESPP”) and upon exercise of stock options granted under our equity incentive plans. Forplan. During the ninethree months ended September 30, 2017,March 31, 2022, we received an aggregate of $105.7$8.0 million in proceeds upon exercises of stock optionsoptions.
2020 “At the Market” Stock Offering Program—In August 2020, we established an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales pursuantprice of up to $1.0 billion (the “2020 ATM Program”). Sales under the ESPP.2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds from any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of March 31, 2022, we have not sold any shares of common stock under the 2020 ATM Program.
Distributions.Distributions—As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into consideration our utilization of NOLs. We have distributed an aggregate of approximately $4.0$12.4 billion to our common stockholders, including the dividend to be paid in October 2017,April 2022, primarily subject to taxationclassified as ordinary income.income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.
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During the three months ended March 31, 2022, we paid $1.39 per share, or $633.5 million, to common stockholders of record. In addition, we declared a distribution of $1.40 per share, or $638.8 million, to be paid on April 29, 2022 to our common stockholders of record at the close of business on April 13, 2022.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries and other factors that our Board of Directors may deem relevant.

We have one series of preferred stock outstanding, our 5.50% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Series B”), with a dividend rate of 5.50%. Dividends are payable quarterly in arrears, subject to declaration by our Board of Directors. During the nine months ended September 30, 2017, pursuant to the terms of the Certificate of Designations governing our 5.25% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Series A”), all outstanding shares of the Series A converted into shares of our common stock at a conversion rate of 0.9337 per share.

During the nine months ended September 30, 2017, we paid dividends of $2.625 per share, or $15.8 million, to Series A preferred stockholders of record and $41.25 per share, or $56.7 million, to Series B preferred stockholders of record.

In addition, in October 2017, we declared a dividend of $13.75 per share, or $18.9 million, payable on November 15, 2017 to Series B preferred stockholders of record at the close of business on November 1, 2017.
During the nine months ended September 30, 2017, we paid $1.84 per share, or $786.7 million, to common stockholders of record. In addition, we declared a distribution of $0.66 per share, or $283.3 million, paid on October 17, 2017 to our common stockholders of record at the close of business on September 29, 2017.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. As of September 30, 2017,March 31, 2022, the amount accrued for distributions payable related to unvested restricted stock units was $8.0$9.1 million. During the ninethree months ended September 30, 2017,March 31, 2022, we paid $2.9$6.6 million of distributions upon the vesting of restricted stock units.

Factors Affecting Sources of Liquidity
As discussed in the “Liquidity and Capital Resources” section of the 20162021 Form 10-K, our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements discussed below represent our material debt agreements that contain covenants, our compliance with which would be material to an investor’s understanding of our financial results and the impact of those results on our liquidity.


Restrictions Under Loan Agreements Relating to Our Credit Facilities. Facilities—The loan agreements for the 20132021 Multicurrency Credit Facility, the 20142021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan contain certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The loan agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. In the event that our debt ratings fall below investment grade, we must maintain an interest coverage ratio of Adjusted EBITDA to Interest Expense (each as defined in the applicable loan agreement) of at least 2.50:1.00. As of September 30, 2017,March 31, 2022, we were in compliance with each of these covenants.

Compliance Tests For The 12 Months Ended
March 31, 2022
($ in billions)
Ratio (1)Additional Debt Capacity Under Covenants (2)Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage RatioTotal Debt to Adjusted EBITDA
≤ 7.50:1.00		~ $5.2~ $0.7
Consolidated Senior Secured Leverage RatioSenior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00		~ $17.1 (4)~ $5.7
Compliance Tests For The 12 Months Ended
September 30, 2017
($ in billions)
Ratio (1)Additional Debt Capacity Under Covenants (2)Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage Ratio
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
~ $5.2~ $0.9
Consolidated Senior Secured Leverage Ratio
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
~ $8.6 (4)~ $2.9
_______________
(1)Each component of the ratio as defined in the applicable loan agreement.
(2)Assumes no change to Adjusted EBITDA.
(3)Assumes no change to our debt levels.
(4)Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.

(1)Each component of the ratio as defined in the applicable loan agreement.
(2)Assumes no change to Adjusted EBITDA.
(3)Assumes no change to our debt levels.
(4)Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.
Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan, the 2021 EUR Three Year Delayed Draw Term Loan, the 2021 USD 364-Day Delayed Draw Term Loan and the 2021 USD Two Year Delayed Draw Term Loan, the Telxius Acquisition and the CoreSite Acquisition are designated as a Qualified Acquisitions, whereby our Total Debt to Adjusted EBITDA ratio was adjusted to not exceed 7.50 to 1.00 for four fiscal quarters following consummation of the Telxius Acquisition, which began with the quarter ended June 30, 2021 and for four fiscal quarters following consummation of the CoreSite Acquisition, which began with the quarter ended December 31, 2021. The loan agreements for our credit facilities also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods. If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.

Failure to comply with the financial maintenance tests and certain other covenants of the loan agreements for our credit facilities could not only prevent us from being able to borrow additional funds under these credit facilities, but may also
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constitute a default under these credit facilities, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. If this were to occur, we may not have sufficient cash on hand to repay such indebtedness. The key factors affecting our ability to comply with the debt covenants described above are our financial performance relative to the financial maintenance tests defined in the loan agreements for these credit facilities and our ability to fund our debt service obligations. Based upon our current expectations, we believe our operating results during the next 12 months will be sufficient to comply with these covenants.

Restrictions Under Agreements Relating to the 2015 Securitization and the 2013 Securitization. Trust Securitizations—The indenture and related supplemental indenturesindenture governing the American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”) and the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes,” and, together with the Series 2015-1 Notes, the “2015 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactiontransactions completed in March 2013 (the “2013 Securitization”) and March 2018 (the “2018 Securitization” and, together with the 2013 Securitization, the “Trust Securitizations”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) and GTP Acquisition Partners are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreement)agreements).
Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the 2015Series 2015-2 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-1A2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the Secured Tower Revenue Securities, Series 2013-2A2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the 2013 SecuritizationTrust Securitizations (the “Loan”), as applicable, which must be deposited into certain


reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of September 30, 2017, $108.4March 31, 2022, $292.7 million held in such reserve accounts was classified as restricted cash.

Certain information with respect to the 2015 Securitization and the 2013 SecuritizationTrust Securitizations is set forth below. The debt service coverage ratio (“DSCR”) 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 2015Series 2015-2 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.
Issuer or BorrowerNotes/Securities IssuedConditions Limiting Distributions of Excess CashExcess Cash Distributed During the Three Months Ended March 31, 2022DSCR
as of March 31, 2022		Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
Cash Trap DSCRAmortization Period
(in millions)(in millions)(in millions)
2015 SecuritizationGTP Acquisition PartnersAmerican Tower Secured Revenue Notes, Series 2015-21.30x, Tested Quarterly (2)(3)(4)$89.116.84x$285.9$288.7
Trust SecuritizationsAMT Asset SubsSecured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R1.30x, Tested Quarterly (2)(3)(5)$141.610.60x$555.7$564.7
_____________
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 Issuer or BorrowerNotes/Securities IssuedConditions Limiting Distributions of Excess CashExcess Cash Distributed During the Nine Months Ended September 30, 2017DSCR as of September 30, 2017Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
Cash Trap DSCRAmortization Period
     (in millions) (in millions)(in millions)
2015 SecuritizationGTP Acquisition PartnersAmerican Tower Secured Revenue Notes, Series 2015-1 and Series 2015-21.30x, Tested Quarterly (2)(3)(4)$146.48.22x$184.9$188.9
2013 SecuritizationAMT Asset SubsSecured Tower Revenue Securities, Series 2013-1A and Series 2013-2A1.30x, Tested Quarterly (2)(3)(5)$414.211.95x$512.0$519.2
(1)Based on the net cash flow of the applicable issuer or borrower as of March 31, 2022 and the expenses payable over the next 12 months on the Series 2015-2 Notes or the Loan, as applicable.
_______________(2)Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. 
(1)Based on the net cash flow of the applicable issuer or borrower as of September 30, 2017 and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
(2)Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. 
(3)An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4)No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
(5)An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

(3)An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4)No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
(5)An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and acquisitions, and to meet REIT distribution requirements and make preferred stock dividend payments.requirements. 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 2015Series 2015-2 Notes or the Loan, as applicable, on each monthly payment date, and so would not be available for distribution to us. Further, additional interest will begin to accrue with respect to any series of the 2015Series 2015-2 Notes or subclass of the Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement. With respect to the 2015Series 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 any series of the 2015Series 2015-2 Notes, declare such series of 2015the Series 2015-2 Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes. Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on a series of the 2015Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,5843,531 communications sites that


secure the 2015Series 2015-2 Notes or the 5,1795,113 broadcast and wireless communications towers and broadcast towersrelated assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.

As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may be prohibitively expensive or restricted by the terms of our outstanding indebtedness. Additionally, as further discussed under the caption “Risk Factors” in Item 1A of the 2021 Form 10-K, extreme market volatility and disruption caused by the COVID-19 pandemic may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, pay preferred stock dividends or refinance our existing indebtedness.
In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under the caption “Risk Factors” in Item 1A of the 20162021 Form 10-K, we derive a substantial portion of our revenues from a small number of tenantscustomers and, consequently, a failure by a significant tenantcustomer to perform its contractual obligations to us could adversely affect our cash flow and liquidity.
For more information regarding the terms of our outstanding indebtedness, please see note 8 to our consolidated financial statements included in the 20162021 Form 10-K.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis, including those related to impairment of long-lived assets, asset retirement obligations, revenue recognition, rent expense, stock-based compensation, income taxes and accounting for business combinations and acquisitions of assets, which weas further discussed in the 20162021 Form 10-K. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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We have reviewed our policies and estimates to determine our critical accounting policies for the ninethree months ended September 30, 2017.March 31, 2022. We have made no material changes to the critical accounting policies described in the 20162021 Form 10-K.
During the three months ended March 31, 2022, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount.

Accounting Standards Update
For a discussion of recent accounting standards updates, see note 1 to our consolidated and condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.



Report.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
As of September 30, 2017,March 31, 2022, we have one interest rate swap agreement related to debt in Colombia. This swap has been designated as a cash flow hedge, has a notional amount of $25.1 million, has an interest rate of 5.74% and expires in April 2021. We also have three interest rate swap agreements related to the 2.250%a portion of our 3.000% senior unsecured notes due 20222023 (the “2.250%“3.000% Notes”). These swaps have been designated as fair value hedges, have an aggregate notional amount of $600.0$500.0 million haveand an interest rate of one-month LIBOR plus applicable spreads and expire in January 2022.June 2023.
Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. Variable rate debt as of September 30, 2017March 31, 2022 consisted of $1,055.0$5.2 billion under the 2021 Multicurrency Credit Facility, $2.6 billion under the 2021 Credit Facility, $1.0 billion under the 2021 Term Loan, $3.0 billion under the 2021 USD 364-Day Delayed Draw Term Loan, $913.0 million under the 2014 Credit Facility, $1,959.9 million2021 EUR Three Year Delayed Draw Term Loan, $1.5 billion under the 2013 Credit Facility, $1,000.0 million under the2021 USD Two Year Delayed Draw Term Loan $600.0and $500.0 million under the interest rate swap agreements related to the 2.250% Notes, $69.8 million under the South African credit facility, $25.1 million under the Colombian credit facility after giving effect to our interest rate swap agreement, $98.6 million under the BR Towers debentures and $41.4 million under the Brazil credit facility.3.000% Notes. A 10% increase in current interest rates would result in an additional $10.0$5.4 million of interest expense for the ninethree months ended September 30, 2017.

March 31, 2022.
Foreign Currency Risk
We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of foreign currency exchange rate fluctuations. For the ninethree months ended September 30, 2017,March 31, 2022, 44% of our revenues and 49% of our total operating expenses were denominated in foreign currencies.
As of September 30, 2017,March 31, 2022, we have incurred intercompany debt that is not considered to be permanently reinvested and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $92.3$48.1 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the ninethree months ended September 30, 2017.March 31, 2022. As of March 31, 2022, we have 7.3 billion EUR (approximately $8.0 billion) denominated debt outstanding. An adverse change of 10% in the underlying exchange rates of our outstanding EUR debt would result in $0.9 billion of foreign currency losses that would be included in Other expense in our consolidated statements of operations for the three months ended March 31, 2022.

ITEM 4.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 of Directors.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q.Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of September 30, 2017March 31, 2022 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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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 September 30, 2017March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As permitted by the rules and regulations of the Securities and Exchange Commission, we excluded from our assessment the internal control over financial reporting at Telxius and CoreSite, which were acquired in 2021, for the year ended December 31, 2021. We consider Telxius and CoreSite to be material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of Telxius and CoreSite into our internal control structure.




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PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS

We periodically become involved in various claims and lawsuits that are incidental to our business. In the opinion of management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse outcome, have a material impact on our consolidated financial position, results of operations or liquidity.

ITEM 1A.RISK FACTORS

There were no material changes to the risk factors discusseddisclosed in Item 1A of the 20162021 Form 10-K.


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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

During the three months ended September 30, 2017, we repurchased a total of 256,600 shares of our common stock for an aggregate of $35.5 million, including commissions and fees, pursuant to the 2011 Buyback. The table below sets forth details of our repurchases during the three months ended September 30, 2017.

Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
        (in millions)
July 1, 2017 - July 31, 2017 —
 —
 —
 $469.7
August 1, 2017 - August 31, 2017 300
 $137.81
 300
 $469.7
September 1, 2017 - September 30, 2017 256,300
 $138.51
 256,300
 $434.2
Total Third Quarter 256,600
 $138.51
 256,600
 $434.2
_______________
(1)Repurchases made pursuant to the 2011 Buyback. Under this program, our management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we make purchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. This program may be discontinued at any time.
(2)Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.

We continued to repurchase shares of our common stock pursuant to the 2011 Buyback subsequent to September 30, 2017. Between October 1, 2017 and October 24, 2017, we repurchased an additional 441,212 shares of our common stock for an aggregate of $61.1 million, including commissions and fees. As a result, as of October 24, 2017, we had repurchased a total of 12.2 million shares of our common stock under the 2011 Buyback for an aggregate of $1.1 billion, including commissions and fees.
We expect to continue to manage the pacing of the remaining $373.1 million under the 2011 Buyback in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the 2011 Buyback are subject to our having available cash to fund repurchases.






ITEM 6.EXHIBITS

Exhibit No.ITEM 6.Description of Document
12
Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certifications filed pursuant to 18. U.S.C. Section 1350
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension DefinitionEXHIBITS


Incorporated By Reference
Exhibit No.  Description of DocumentFormFile No.Date of FilingExhibit No.
3.18-K001-14195January 3, 20123.1
3.28-K001-14195January 3, 20123.2
3.38-K001-14195February 16, 20163.1
4.18-K001-14195April 1, 20224.1
31.1  Filed herewith as Exhibit 31.1———
31.2  Filed herewith as Exhibit 31.2———
32  Filed herewith as Exhibit 32———
101.SCH  Inline XBRL Taxonomy Extension Schema DocumentFiled herewith as Exhibit 101———
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)————

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SIGNATURES
Pursuant to the requirements 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.
 
AMERICAN TOWER CORPORATION
Date: October 31, 2017April 27, 2022By:
/S/   THOMAS A. BARTLETT     RODNEY M. SMITH    
Thomas A. Bartlett
Rodney M. Smith
Executive Vice President, Chief Financial Officer and Treasurer

(Duly Authorized Officer and Principal Financial Officer)




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