The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets or rights acquired and liabilities assumed, with no recognition of goodwill. For those transactions treated as business combinations, the estimates of the fair value of the assets or rights acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the accounting for the acquisitions that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including tax positions, which may include contingent consideration, residual goodwill and any related tax impact.

The fair value of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period for those

acquisitions accounted for as business combinations, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date.

Impact of current year acquisitions—The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications sites and related assets. In the United States, the Company has also acquired data center facilities and related assets, including 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 year ended December 31, 2021 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. Sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.

For those acquisitions accounted for as business combinations, the Company recognizes acquisition and merger related expenses in the period in which they are incurred and services are received; for transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price. Acquisition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction. Integration costs include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently. The Company records acquisition and merger related expenses for business combinations, as well as integration costs for all acquisitions, in Other operating expenses in the consolidated statements of operations.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:


	Year Ended December 31,
	2021		2020		2019
Acquisition and merger related expenses	$	177.0	$	15.5	$	26.9
Integration costs	$	50.4	$	23.1	$	9.8

During the years ended December 31, 2021, 2020 and 2019, the Company recorded net benefits of $17.6 million, $4.4 million and $13.1 million related to pre-acquisition contingencies and settlements, respectively. The increase in acquisition and merger related costs during the year ended December 31, 2021 was primarily associated with the Telxius Acquisition and the CoreSite Acquisition.

The estimated aggregate impact of the acquisitions completed in 2021 on the Company’s revenues and gross margin for the year ended December 31, 2021 was approximately $424.3 million and $214.8 million, respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new customers to such communications infrastructure assets subsequent to the transaction date. Acquisitions completed in 2021 were included in all of the Company’s property segments.

U.S. Data Centers Acquisition—On October 5, 2021, the Company completed the acquisition of two multi-customer data center facilities in the United States markets for total consideration of approximately $200.6 million. The acquired assets and operations are included in the Data Centers segment. This acquisition is being accounted for as a business combination and is subject to post-closing adjustments. This acquisition is included in the table below in “Other.”

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 eight United States markets. On December 28, 2021, the Company completed the CoreSite Acquisition for total consideration of approximately $10.4 billion, including the assumption and repayment of CoreSite’s existing debt. The acquired assets and operations are included in the Data Centers segment. The CoreSite Acquisition was accounted for as a business combination and is subject to post-closing adjustments.

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 Euros (“EUR”) (approximately $9.4 billion at the date of signing) (the “Telxius Acquisition”), subject to certain adjustments. In June 2021, the Company completed the acquisition of nearly 20,000 communications sites in Germany and Spain, for total consideration of approximately 6.3 billion EUR (approximately $7.7 billion at the date of closing), subject to certain post-closing adjustments and over 7,000 communications sites in Brazil, Peru, Chile and Argentina, for total consideration of approximately 0.9 billion EUR (approximately $1.1 billion at the date of closing), subject to certain post-closing adjustments.

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

Of the aggregate purchase price, 233.2 million EUR (approximately $265.2 million), including post-closing adjustments, of deferred payments are due in September 2025 and are reflected in Other non-current liabilities in the consolidated balance sheet as of December 31, 2021. 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. Subsequent to the acquisition dates, certain adjustments were made to increase assets by $6.0 million and reduce liabilities by $58.7 million, with a corresponding decrease in goodwill of $64.7 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.

Entel Acquisition—On December 19, 2019, the Company entered into a definitive agreement to acquire approximately 3,200 communications sites in Chile and Peru from Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. (“Entel”) for total consideration of approximately $0.8 billion (as of the date of signing). The Company completed the acquisition of approximately 2,400 communications sites in December 2019 and an additional 530 communications sites pursuant to this agreement during the year ended December 31, 2020. During the year ended December 31, 2021, the Company completed the acquisition of the remaining 156 communications sites pursuant to this agreement for an aggregate total purchase price of $44.5 million (as of the dates of acquisition), including value added tax, which have been accounted for as an acquisition of assets and are included in the table below in “Other.”

Bangladesh Acquisition—During the year ended December 31, 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. This acquisition is being accounted for as a business combination and is subject to post-closing adjustments. This acquisition is included in the table below in “Other.”

Other Acquisitions—During the year ended December 31, 2021, the Company acquired a total of 1,309 communications sites as well as other communications infrastructure assets, in the United States, France, Mexico, Nigeria, Peru and Poland, including 633 communications sites in connection with the Company’s agreements with Orange S.A. (“Orange”) as further described below, for an aggregate purchase price of $565.6 million. Of the aggregate purchase price, $89.8 million is reflected as a payable in the consolidated balance sheet as of December 31, 2021. These acquisitions were primarily accounted for as asset acquisitions and are included in the table below in “Other.”

The following table summarizes the allocations of the purchase prices for the fiscal year 2021 acquisitions based upon their estimated fair value at the date of acquisition:


	CoreSite Acquisition		Telxius Acquisition		Other (1)
Current assets	$	99.8	$	284.9	$	56.4

Property and equipment	5,129.0		1,414.6		391.3
Intangible assets (2):
Tenant-related intangible assets	665.0		5,371.3		308.3
Network location intangible assets	—		672.0		88.0
Other intangible assets	1,709.0		—		1.7
Other non-current assets	332.9		1,398.4		52.5
Current liabilities	(156.6)		(338.9)		(15.7)
Deferred tax liability	—		(1,195.4)		—
Other non-current liabilities	(323.1)		(1,534.2)		(61.0)
Net assets acquired	7,456.0		6,072.7		821.5
Goodwill (3)	2,943.3		3,517.0		10.0
Fair value of net assets acquired	10,399.3		9,589.7		831.5
Debt assumed (4)	(955.1)		—		—
Noncontrolling interest	—		—		(10.2)
Purchase price (5)	$	9,444.2	$	9,589.7	$	821.3

______________

(2) Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis generally over a 20 year period. Other intangible assets are amortized on a straight-line basis generally over periods of up to 20 years. The CoreSite other intangible assets will amortize over periods ranging from approximately two years to 10 years.

(5) The CoreSite Acquisition purchase price includes $17.1 million of consideration related to the fair value of certain equity awards previously granted by CoreSite under its equity plan that the Company assumed and converted into corresponding equity awards with respect to shares of the Company’s common stock (the “CoreSite Replacement Awards”). The CoreSite Replacement Awards will continue to vest in accordance with the terms of CoreSite’s equity plan. The fair value of the CoreSite Replacement Awards for services rendered through December 28, 2021, the CoreSite Acquisition date, was recognized as a component of the purchase price, with the remaining fair value of the CoreSite Replacement Awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.

Orange Acquisition—On November 28, 2019, the Company entered into definitive agreements with Orange for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term. During the year ended December 31, 2020, the Company completed the acquisition of 564 of these communications sites. During the year ended December 31, 2021, the Company completed the acquisition of an additional 633 of these communications sites. The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.

InSite Acquisition—On December 23, 2020, the Company acquired 100% of the outstanding units of IWG Holdings, LLC, the parent company of InSite Wireless Group, LLC (“InSite”), which owned, operated and managed approximately 3,000 communications sites in the United States and Canada (the “InSite Acquisition”). The portfolio included approximately 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 40 DAS networks in the United States. In addition, the portfolio included more than 600 land parcels under communications sites in the United States, Canada and Australia, as well as approximately 400 rooftop sites. The total consideration for the InSite Acquisition, including cash acquired, the repayment and assumption of certain debt held by InSite, was approximately $3.5 billion. The InSite Acquisition was accounted for as a business combination and the allocation of the purchase price was finalized during the year ended December 31, 2021.

The following table summarizes the preliminary and final allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the InSite Acquisition based upon its estimated fair value at the date of acquisition. Balances are reflected in the accompanying consolidated balance sheet as of December 31, 2021.


	Preliminary Allocation		Final Allocation
Current assets	$	57.2	$	57.3

Property and equipment	516.4		511.3
Intangible assets (1):
Tenant-related intangible assets	1,160.1		1,181.3
Network location intangible assets	622.7		610.3
Other intangible assets	—		—
Other non-current assets	300.7		309.0
Current liabilities	(75.9)		(78.6)
Deferred tax liability	(116.3)		(34.0)
Other non-current liabilities	(267.6)		(271.5)
Net assets acquired	2,197.3		2,285.1
Goodwill (2)	1,354.2		1,266.4
Fair value of net assets acquired	3,551.5		3,551.5
Debt assumed (3)	(800.0)		(800.0)
Purchase price	$	2,751.5	$	2,751.5

The following table presents the unaudited pro forma financial results as if the 2021 acquisitions had occurred on January 1, 2020 and the 2020 acquisitions had occurred on January 1, 2019. The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business. In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.


	Year Ended December 31,
	2021		2020
Pro forma revenues	$	10,344.5	$	9,441.2
Pro forma net income attributable to American Tower Corporation common stockholders	$	2,219.5	$	845.4
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	$	4.88	$	1.86
Diluted net income attributable to American Tower Corporation common stockholders	$	4.86	$	1.85