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 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 nine months ended September 30, 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. Communications sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.

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 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 nine months ended September 30, 2022 and 2021, the Company also recorded benefits of $8.5 million and $4.4 million, respectively, related to pre-acquisition contingencies and settlements. The three and nine months ended September 30, 2022 included acquisition and merger related costs associated with the Stonepeak Transaction. The three and nine months ended September 30, 2021 included acquisition and merger related costs associated with the Telxius Acquisition.

The estimated aggregate impact of the acquisitions completed in 2022 on the Company’s revenues and gross margin for the three and nine months ended September 30, 2022 was not material to the Company’s operating results. The revenues and gross margin amounts also reflect incremental revenues from the addition of new customers to communications infrastructure assets subsequent to the transaction date.

Spain Fiber Acquisition—During the nine months ended September 30, 2022, the Company acquired fiber connected to the Company’s communications sites in Spain from Telefónica de España S.A.U. for an aggregate total purchase price of 120.1 million EUR (approximately $128.8 million at the dates of closing), including value added tax. This acquisition is being accounted for as an asset acquisition and is included in the table below in “Other.”

Other Acquisitions—During the nine months ended September 30, 2022, the Company acquired a total of 258 communications sites, as well as other communications infrastructure assets, in the United States, Canada, France, Mexico, Nigeria and Poland, including 208 communications sites in connection with the Company’s agreement with Orange S.A. (“Orange”), as further described below, for an aggregate purchase price of $174.2 million. Of the aggregate purchase price, $11.6 million is reflected as a payable in the consolidated balance sheet as of September 30, 2022. These acquisitions were accounted for as asset acquisitions.


	Other
Current assets	$	33.3

Property and equipment	113.6
Intangible assets (1):
Tenant-related intangible assets	143.7
Network location intangible assets	18.8
Other intangible assets	—
Other non-current assets	18.7
Current liabilities	(1.1)
Deferred tax liability	—
Other non-current liabilities	(24.0)
Net assets acquired	303.0
Goodwill	—
Fair value of net assets acquired	303.0


Purchase price	$	303.0

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. In addition to the 208 communications sites acquired during the nine months ended September 30, 2022, the Company acquired 1,197 of these communications sites during the years ended December 31, 2020 and 2021. Subsequent to September 30, 2022, the Company completed the acquisition of an additional 75 of these communications sites. The remaining communications sites are expected to continue to close in tranches, subject to customary closing conditions.

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 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.

balance sheet as of September 30, 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.

The following table summarizes the preliminary and updated allocations of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Telxius Acquisition based upon its estimated fair value at the date of acquisition. Balances are reflected in the accompanying consolidated balance sheet as of September 30, 2022.


	Preliminary Allocation (1)		Updated Allocation
Current assets	$	289.0	$	284.1

Property and equipment	1,417.7		1,323.6
Intangible assets (2):
Tenant-related intangible assets	5,391.2		5,381.8
Network location intangible assets	675.8		674.5
Other intangible assets	—		—
Other non-current assets	1,380.3		1,454.3
Current liabilities	(331.9)		(345.2)
Deferred tax liability	(1,227.5)		(1,191.7)
Other non-current liabilities	(1,504.8)		(1,522.1)
Net assets acquired	6,089.8		6,059.3
Goodwill	3,500.0		3,533.0
Fair value of net assets acquired	9,589.8		9,592.3


Purchase price	$	9,589.8	$	9,592.3

_______________

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. 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.

The following table summarizes the preliminary and updated allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the CoreSite Acquisition based upon its estimated fair value at the date of acquisition. Balances are reflected in the accompanying consolidated balance sheet as of September 30, 2022.


	Preliminary Allocation		Updated Allocation
Current assets	$	99.8	$	99.6

Property and equipment	5,129.0		5,289.5
Intangible assets (1):
Tenant-related intangible assets	665.0		655.0
Network location intangible assets	—		—
Other intangible assets	1,709.0		1,636.3
Other non-current assets	332.9		330.1
Current liabilities	(156.6)		(154.8)
Deferred tax liability	—		—
Other non-current liabilities	(323.1)		(340.6)
Net assets acquired	7,456.0		$	7,515.1
Goodwill	2,943.3		2,884.2
Fair value of net assets acquired	10,399.3		10,399.3
Debt assumed	(955.1)		(955.1)

Purchase price	$	9,444.2	$	9,444.2

_______________

The following table presents the unaudited pro forma financial results as if the 2022 acquisitions had occurred on January 1, 2021 and the 2021 acquisitions had occurred on January 1, 2020. The pro forma results, to the extent available, are based on historical information, and accordingly may not fully reflect the current operations of the acquired business. In addition, the pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Pro forma revenues	$	2,671.9	$	2,638.7	$	8,011.7	$	7,749.4
Pro forma net income attributable to American Tower Corporation common stockholders	$	839.4	$	574.6	$	2,449.2	$	1,708.9
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	$	1.80	$	1.24	$	5.26	$	3.68
Diluted net income attributable to American Tower Corporation common stockholders	$	1.80	$	1.23	$	5.25	$	3.67