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American Tower Corporation Reports First Quarter 2013 Financial Results

  American Tower Corporation Reports First Quarter 2013 Financial Results

FIRST QUARTER 2013 HIGHLIGHTS

Consolidated Results

  *Total revenue increased 15.2% to $802.7 million
  *Operating income increased 9.2% to $299.7 million
  *Cash provided by operating activities decreased 2.0% to $394.0 million

Segment Highlights

  *Domestic rental and management segment revenue increased 5.9% to $515.7
    million
  *International rental and management segment revenue increased 32.9% to
    $261.8 million
  *Network development services segment revenue was $25.3 million

Business Wire

BOSTON -- May 01, 2013

American Tower Corporation (NYSE: AMT)  today reported financial results for
the quarter ended March 31, 2013.

Jim Taiclet, American Tower’s Chief Executive Officer stated, “Our strong
first quarter results, enhanced network investment programs announced by
wireless carriers in the U.S. and around the world, and my recent interactions
with our field teams on the ground all confirm continuing robust demand for
tower space. Leading the charge toward pervasive 4G services are our four
major U.S. tenants, who we believe will need to substantially upgrade their
existing networks to meet the capacity and elevated signal quality required to
deliver services such as LTE video and voice over IP.”

FIRST QUARTER 2013 OPERATING RESULTS OVERVIEW

American Tower generated the following operating results for the quarter ended
March 31, 2013 (unless otherwise indicated, all comparative information is
presented against the quarter ended March 31, 2012).

Total revenue increased 15.2% to $802.7 million and total rental and
management revenue increased 13.7% to $777.4 million. Total rental and
management revenue Core Growth was approximately 20.3%. Please refer to the
selected statement of operations detail on page 13, which highlights the items
affecting all Core Growth percentages for the quarter ended March 31, 2013.

Total rental and management Gross Margin increased 12.6% to $589.9 million.
Total selling, general, administrative and development expense was $101.2
million, including $20.6 million of stock-based compensation expense. Adjusted
EBITDA increased 13.4% to $524.4 million, Core Growth in Adjusted EBITDA was
19.6%, and the Adjusted EBITDA Margin was 65%.

Adjusted Funds From Operations (AFFO) increased 9.9% to $357.8 million, Core
Growth in AFFO was approximately 20.9%, and AFFO per Share increased 9.8% to
$0.90. AFFO reflects the impact of the introduction of a new category of
capital expenditures, “Start-Up Capital Projects,” as further described below.

Operating income increased 9.2% to $299.7 million, while net income
attributable to American Tower Corporation decreased 22.5% to $171.4 million.
The decrease was primarily attributable to the $35.3 million loss on
retirement of long-term obligations related to the refinancing of the
Company’s $1.75 billion securitization and a year over year decline in
unrealized foreign currency gains of $33.7 million. Net income attributable to
American Tower Corporation per both basic and diluted common share decreased
23.2% to $0.43.

Cash provided by operating activities decreased 2.0% to $394.0 million, which
was primarily attributable to non-recurring tax refunds received in the first
quarter of 2012.

Segment Results

Domestic Rental and Management Segment – Domestic rental and management
segment revenue increased 5.9% to $515.7 million, which represented 64% of
total revenues and reflects the positive impact of two non-recurring items
during the first quarter of 2012. These items include a tenant billing
settlement of $6.0 million and a lease termination settlement of $9.6 million.
In addition, domestic rental and management segment Gross Margin increased
7.6% to $423.8 million, while domestic rental and management segment Operating
Profit increased 7.0% to $400.9 million.  Domestic rental and management
segment Operating Profit Margin was 78%.

International Rental and Management Segment – International rental and
management segment revenue increased 32.9% to $261.8 million, which
represented 33% of total revenues. International rental and management segment
pass-through revenues increased 43.2% to $69.7 million. In addition,
international rental and management segment Gross Margin increased 27.8% to
$166.1 million, while international rental and management segment Operating
Profit increased 28.8% to $136.5 million.  International rental and management
segment Operating Profit Margin was 52% (71%, excluding the impact of $69.7
million of pass-through revenues).

Network Development Services Segment – Network development services segment
revenue was $25.3 million, which represented 3% of total revenues. Network
development services segment Gross Margin was $15.0 million, and network
development services segment Operating Profit was $12.1 million. Network
development services segment Operating Profit Margin was 48%.

Please refer to “Non-GAAP and Defined Financial Measures” on pages 5 and 6 for
definitions of Gross Margin, Operating Profit, Operating Profit Margin,
Adjusted EBITDA, Adjusted EBITDA Margin, NAREIT Funds From Operations,
Adjusted Funds From Operations, Adjusted Funds From Operations per Share, Core
Growth and Net Leverage Ratio. For additional financial information, including
reconciliations to GAAP measures, please refer to the unaudited selected
financial information on pages 11 through 14.

INVESTING OVERVIEW

Distributions – On April 25, 2013, the Company paid its first quarter
distribution to stockholders of record at the close of business on April 10,
2013 of $0.26 per share, or approximately $102.8 million.

Cash Paid for Capital Expenditures – During the first quarter of 2013,  total
capital expenditures of $123.9 million included $57.3 million for
discretionary capital projects, including spending to complete the
construction of 48 towers and the installation of 3 distributed antenna system
networks and 124 shared generators domestically and the construction of 393
towers and the installation of 8 distributed antenna system networks
internationally; $14.8 million to purchase land under the Company’s
communications sites; $21.7 million for the redevelopment of existing
communications sites to accommodate new tenant equipment; and $23.4 million
for capital improvements and corporate capital expenditures.

To provide further transparency of capital expenditures incurred in connection
with recently announced new markets or acquisitions, the Company is
introducing a new category of capital expenditures, “Start-Up Capital
Projects.” Included in this category are expenditures that are specific to
acquisitions and new market launches and that are contemplated in the business
cases for these investments. Examples of these costs include spending to
upgrade acquired assets for security purposes or meet Company structural
specifications or to open offices within the local market. During the first
quarter of 2013, spending on Start-Up Capital Projects totaled $6.7 million.

Cash Paid for Acquisitions – During the first quarter of 2013, the Company
spent $245.1 million for the purchase of 2 domestic towers and 898
international towers. These international towers consisted of those acquired
pursuant to previously announced agreements, including 885 towers in Mexico
and 13 towers in Colombia. During the first quarter of 2013, the Company added
20 towers to its domestic portfolio as part of a previously announced
transaction. The construction of these sites, which were acquired as work in
progress sites during the fourth quarter of 2012, was completed in the first
quarter of 2013.

Stock Repurchase Program – During the first quarter of 2013, the Company
repurchased a total of approximately 0.2 million shares of its common stock
for approximately $12.5 million pursuant to its stock repurchase program.
Between April 1, 2013 and April 19, 2013, the Company repurchased
approximately 0.2 million additional shares of its common stock for an
aggregate of approximately $16.1 million.

FINANCING OVERVIEW

Leverage – For the quarter ended March 31, 2013, the Company’s net leverage
ratio was approximately 4.0x net debt (total debt less cash and cash
equivalents) to first quarter 2013 annualized Adjusted EBITDA.

Liquidity – As of March 31, 2013, the Company had approximately $2.1 billion
of total liquidity, comprised of approximately $441.7 million in cash and cash
equivalents and the ability to borrow an aggregate of approximately $1.7
billion under its two revolving credit facilities, net of any outstanding
letters of credit.

In March 2013, the Company completed the refinancing of its $1.75 billion
securitization with the proceeds from the private offering of$1.8
billionaggregate principal amount ofSecured Tower Revenue Securities, Series
2013-1A and Series 2013-2A. As a result, the weighted average maturity was
extended to 8.6 years and the weighted average interest rate was reduced to
2.648%.

FULL YEAR 2013 OUTLOOK

The following estimates are based on a number of assumptions that management
believes to be reasonable and reflect the Company’s expectations as of May 1,
2013. Actual results may differ materially from these estimates as a result of
various factors, and the Company refers you to the cautionary language
regarding “forward-looking” statements included in this press release when
considering this information.

The Company’s outlook has been updated to reflect the issuance of the Secured
Tower Revenue Securities; the introduction of a new category of capital
expenditures, “Start-up Capital Projects”; and is based on the following
average foreign currency exchange rates to 1.00 U.S. Dollar for the remainder
of the year 2013: (a) 2.00 Brazilian Reais; (b) 475.00 Chilean Pesos; (c)
1,800.00 Colombian Pesos; (d) 0.78 Euros; (e) 1.90 Ghanaian Cedi; (f) 54.00
Indian Rupees; (g) 12.25 Mexican Pesos; (h) 2.55 Peruvian Soles; (i) 9.00
South African Rand; and (j) 2,600.00 Ugandan Schillings.


                                                       Midpoint       Midpoint
($ in millions)       Full Year 2013              Growth      Core
                                                                      Growth
Total rental and        $3,160   to   $3,210       13.6%          16.4%
management revenue
Adjusted EBITDA         $2,080     to     $2,130       11.2%          14.7%
^(1)
Adjusted Funds From     $1,420     to     $1,470       18.2%          19.6%
Operations^(1)
Net Income              $765       to     $840         35.1%          N/A
_____
(1) See “Non-GAAP and Defined Financial Measures” below.


The Company’s outlook for total rental and management revenue reflects the
following at the midpoint: (1) domestic rental and management segment revenue
of $2,080 million; and (2) international rental and management segment revenue
of $1,105 million, which includes approximately $285 million of pass-through
revenue.

                                                              
The calculation of midpoint       Total Rental and
Core Growth is as follows:        Management             Adjusted       AFFO
(Totals may not add due to        Revenue                EBITDA
rounding.)
Outlook midpoint Core             16.4%                  14.7%          19.6%
Growth
Estimated impact of
fluctuations in foreign           (0.1)%                 0.1%           0.0%
currency exchange rates
Impact of straight-line
revenue and expense               (2.0)%                 (2.5)%         -
recognition
Impact of significant             (0.6)%                 (1.0)%         (1.3)%
one-time items
Outlook midpoint growth           13.6%                  11.2%          18.2%
                                                                        


Outlook for Capital Expenditures:

($ in millions)                                    Full Year 2013

(Totals may not add due to rounding.)
Discretionary capital projects^(1)                  $ 240    to    $ 300
Ground lease purchases                                85        to         105
Start-up capital projects^(2)                         20        -          20
Redevelopment                                         95        to         105
Capital improvement                                   85        to         95
Corporate                                            25        -         25
Total                                               $ 550       to       $ 650
_____
(1) Includes the construction of approximately
2,250 to 2,750 new communications sites.
(2) Includes costs associated with acquisitions
and newly launched markets.
                                                                         


Reconciliations of Outlook for Net Income to Adjusted EBITDA:
($ in millions)
(Totals may not add due to rounding.)        Full Year 2013


Net income                                    $ 765       to    $ 840
Interest expense                                420         to         410
Depreciation, amortization and accretion        755         to         725
Stock-based compensation expense                65          -          65
Other, including other operating expenses,
interest income, loss on retirement of
long-term
obligations, (income) loss on equity        75         to        90    
method investments, other (income) expense
and income
tax provision (benefit)
Adjusted EBITDA                            $ 2,080      to       $ 2,130 

Reconciliations of Outlook for Net Income to Adjusted Funds From Operations:
($ in millions)
                                              Full Year 2013
(Totals may not add due to rounding.)
Net income                                    $ 765         to       $ 840
Straight-line revenue                           (135  )     -          (135  )
Straight-line expense                           31          -          31
Depreciation, amortization and accretion        755         to         725
Stock-based compensation expense                65          -          65
Non-cash portion of tax provision               5           to         10
Other, including other operating expenses,
interest expense, amortization of deferred
financing
costs, capitalized interest, debt            44          to         54
discounts and premiums, loss on retirement
of long-term
obligations and other (income) expense
Capital improvement capital expenditures        (85   )     to         (95   )
Corporate capital expenditures                 (25   )     -         (25   )
Adjusted Funds From Operations                $ 1,420      to       $ 1,470 
                                                                     

Conference Call Information

American Tower will host a conference call today at 8:30 a.m. ET to discuss
its financial results for the first quarter ended March 31, 2013 and its
outlook for the full year 2013. Supplemental materials for the call will be
available on the Company’s website, www.americantower.com. The conference call
dial-in numbers are as follows:

U.S./Canada dial-in: (866) 740-9153
International dial-in: (706) 645-9644
Passcode: 41016400

When available, a replay of the call can be accessed until 11:59 p.m. ET on
May 15, 2013. The replay dial-in numbers are as follows:

U.S./Canada dial-in: (855) 859-2056
International dial-in: (404) 537-3406
Passcode: 41016400

American Tower will also sponsor a live simulcast and replay of the call on
its website, www.americantower.com.

About American Tower

American Tower is a leading independent owner, operator and developer of
wireless and broadcast communications real estate. American Tower currently
owns and operates approximately 56,000 communications sites in the United
States, Brazil, Chile, Colombia, Germany, Ghana, India, Mexico, Peru, South
Africa and Uganda. For more information about American Tower, please visit
www.americantower.com.

Non-GAAP and Defined Financial Measures

In addition to the results prepared in accordance with generally accepted
accounting principles in the United States (GAAP) provided throughout this
press release, the Company has presented the following non-GAAP and defined
financial measures: Gross Margin, Operating Profit, Operating Profit Margin,
Adjusted EBITDA, Adjusted EBITDA Margin, NAREIT Funds From Operations,
Adjusted Funds From Operations, Adjusted Funds From Operations per Share, Core
Growth and Net Leverage Ratio. The Company uses Funds From Operations as
defined by the National Association of Real Estate Investment Trusts (NAREIT),
referred to herein as NAREIT Funds From Operations.

The Company defines Gross Margin as revenues less 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
Operating Profit as Gross Margin less selling, general, administrative and
development expense, excluding stock-based compensation expense and corporate
expenses. For reporting purposes, the international rental and management
segment Operating Profit and Gross Margin also include interest income, TV
Azteca, net. These measures of Gross Margin and Operating Profit are also
before interest income, interest expense, loss on retirement of long-term
obligations, other income (expense), net income attributable to
non-controlling interest, income (loss) on equity method investments and
income taxes. The Company defines Operating Profit Margin as the percentage
that results from dividing Operating Profit by revenue. The Company defines
Adjusted EBITDA as net income before income (loss) from discontinued
operations, net, income (loss) from equity method investments, income tax
provision (benefit), other (income) expense, loss on retirement of long-term
obligations, interest expense, interest income, other operating expenses,
depreciation, amortization and accretion and stock-based compensation expense.
The Company defines Adjusted EBITDA Margin as the percentage that results from
dividing Adjusted EBITDA by total revenue. NAREIT Funds From Operations is
defined as net income before gains or losses from the sale or disposal of real
estate, real estate related impairment charges and real estate related
depreciation, amortization and accretion, and including adjustments for
unconsolidated affiliates and noncontrolling interest. The Company defines
Adjusted Funds From Operations as NAREIT Funds From Operations before
straight-line revenue and expense, stock-based compensation expense, the
non-cash portion of our tax provision, non-real estate related depreciation,
amortization and accretion, amortization of deferred financing costs,
capitalized interest and debt discounts and premiums, other (income) expense,
loss on retirement of long-term obligations, other operating (income) expense,
unconsolidated affiliates, and noncontrolling interest, less cash payments
related to capital improvements and cash payments related to corporate capital
expenditures. The Company defines Adjusted Funds From Operations per Share as
Adjusted Funds From Operations divided by the diluted weighted average common
shares outstanding. The Company defines Core Growth in total rental and
management revenue, Adjusted EBITDA and Adjusted Funds From Operations as the
increase or decrease, expressed as a percentage, resulting from a comparison
of financial results for a current period with corresponding financial results
for the corresponding period in a prior year, in each case, excluding the
impact of straight-line revenue and expense recognition, foreign currency
exchange rate fluctuations and significant one-time items. The Company defines
Net Leverage Ratio as net debt (total debt, less cash and cash equivalents)
divided by last quarter annualized Adjusted EBITDA. These measures are not
intended to replace financial performance measures determined in accordance
with GAAP. Rather, they are presented as additional information because
management believes they are useful indicators of the current financial
performance of the Company’s core businesses. The Company believes that these
measures can assist in comparing company performances on a consistent basis
irrespective of depreciation and amortization or capital structure.
Depreciation and amortization can vary significantly among companies depending
on accounting methods, particularly where acquisitions or non-operating
factors, including historical cost bases, are involved. Notwithstanding the
foregoing, the Company’s measures of Gross Margin, Operating Profit, Operating
Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, NAREIT Funds From
Operations, Adjusted Funds From Operations, Adjusted Funds From Operations per
Share, Core Growth and Net Leverage Ratio may not be comparable to similarly
titled measures used by other companies.

Cautionary Language Regarding Forward-Looking Statements

This press release contains "forward-looking statements" concerning our goals,
beliefs, expectations, strategies, objectives, plans, future operating results
and underlying assumptions, and other statements that are not necessarily
based on historical facts. Examples of these statements include, but are not
limited to statements regarding our full year 2013 outlook, foreign currency
exchange rates and our expectation regarding the declaration of regular
distributions. Actual results may differ materially from those indicated in
our forward-looking statements as a result of various important factors,
including: (1) decrease in demand for our communications sites would
materially and adversely affect our operating results and we cannot control
that demand; (2) new technologies or changes in a tenant’s business model
could make our tower leasing business less desirable and result in decreasing
revenues; (3) our business is subject to government regulations and changes in
current or future laws or regulations could restrict our ability to operate
our business as we currently do; (4) if our tenants consolidate, merge or
share site infrastructure with each other to a significant degree, our growth,
revenue and ability to generate positive cash flows could be materially and
adversely affected; (5) we could suffer adverse tax or other financial
consequences if taxing authorities do not agree with our tax positions; (6) a
substantial portion of our revenue is derived from a small number of tenants,
and we are sensitive to changes in the creditworthiness and financial strength
of our tenants; (7) our foreign operations are subject to economic, political
and other risks that could materially and adversely affect our revenues or
financial position, including risks associated with fluctuations in foreign
currency exchange rates; (8) our expansion initiatives involve a number of
risks and uncertainties that could adversely affect our operating results,
disrupt our operations or expose us to additional risk if we are not able to
successfully integrate operations, assets and personnel; (9) if we are unable
to protect our rights to the land under our towers, it could adversely affect
our business and operating results; (10) increasing competition in the tower
industry may create pricing pressures that may materially and adversely affect
us; (11) if we are unable or choose not to exercise our rights to purchase
towers that are subject to lease and sublease agreements at the end of the
applicable period, our cash flows derived from such towers would be
eliminated; (12) if we elect not to qualify as a REIT or fail to remain
qualified as a REIT, we would be subject to tax at corporate income tax rates,
which would substantially reduce funds otherwise available; (13) we may be
limited in our ability to fund required distributions using cash generated
through our TRSs; (14) complying with REIT requirements may limit our
flexibility or cause us to forego otherwise attractive opportunities; (15)
certain of our business activities may be subject to corporate level income
tax and foreign taxes, which reduce our cash flows, and may have deferred and
contingent tax liabilities; (16) we may need additional financing to fund
capital expenditures, future growth and expansion initiatives and to satisfy
our REIT distribution requirements; (17) our leverage and debt service
obligations may materially and adversely affect us; (18) restrictive covenants
in the loan agreement related to our securitization transaction, the loan
agreements for our credit facilities and the indentures governing our debt
securities could materially and adversely affect our business by limiting
flexibility; (19) we may incur goodwill and other intangible asset impairment
charges which could result in a significant reduction to our earnings; (20) we
have limited experience operating as a REIT, which may adversely affect our
financial condition, results of operations, cash flow and ability to satisfy
debt service obligations; (21) we could have liability under environmental and
occupational safety and health laws; (22) our towers or data centers may be
affected by natural disasters and other unforeseen events for which our
insurance may not provide adequate coverage; and (23) our costs could increase
and our revenues could decrease due to perceived health risks from radio
emissions, especially if these perceived risks are substantiated. For
additional information regarding factors that may cause actual results to
differ materially from those indicated in our forward-looking statements, we
refer you to the information contained in Item 1A of our Form 10-K for the
year ended December 31, 2012. We undertake no obligation to update the
information contained in this press release to reflect subsequently occurring
events or circumstances.


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

                                      March 31,              December 31,
                                       2013                    2012(1)
ASSETS
Current assets:
Cash and cash equivalents              $441,706                $368,618
Restricted cash                        46,733                  69,316
Short-term investments                 13,004                  6,018
Accounts receivable, net               145,446                 143,772
Prepaid and other current              232,110                 222,851
assets
Deferred income taxes                  24,617                  25,754
Total current assets                   903,616                 836,329
Property and equipment, net            5,879,513               5,796,517
Goodwill                               2,898,638               2,881,959
Other intangible assets, net           3,271,981               3,136,602
Deferred income taxes                  215,559                 209,257
Deferred rent asset                    811,903                 776,201
Notes receivable and other             482,530                 452,788
non-current assets
Total                                  $14,463,740             $14,089,653

LIABILITIES:
Current liabilities:
Accounts payable                       $86,769                 $89,578
Accrued expenses                       263,187                 287,575
Distributions payable                  103,095                 189
Accrued interest                       80,065                  71,271
Current portion of long-term           57,603                  60,031
obligations
Unearned revenue                       148,405                 124,147
Total current liabilities              739,124                 632,791
Long-term obligations                  8,791,520               8,693,345
Asset retirement obligations           455,982                 435,635
Other non-current liabilities          695,592                 643,701
Total liabilities                      10,682,218              10,405,472

COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock                           3,966                   3,959
Additional paid-in capital             5,029,261               5,012,124
Distributions in excess of             (1,128,361)             (1,196,907)
earnings
Accumulated other comprehensive        (158,043)               (183,347)
loss
Treasury stock                         (75,208)                (62,728)
Total American Tower                   3,671,615               3,573,101
Corporation equity
Noncontrolling interest                109,907                 111,080
Total equity                           3,781,522               3,684,181
Total                                  $14,463,740             $14,089,653
_____
(1)December 31, 2012 balances have been revised to reflect purchase accounting
measurement period adjustments.



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

                                                         Three Months Ended
                                                          March 31,
                                                          2013       2012
REVENUES:
Rental and management                                     $777,433    $683,990
Network development services                              25,295      12,527
Total operating revenues                                  802,728     696,517
OPERATING EXPENSES:
Costs of operations (exclusive of items shown
separately below):
Rental and management including stock-based
compensation expense of $246 and $197,                    191,295     163,724
respectively)
Network development services (including stock-based
compensation expense of $192 and $264,                    10,471      7,261
respectively)
Depreciation, amortization and accretion                  185,804     149,655
Selling, general, administrative and development
expense (including stock-based compensation expense       101,153     79,584
of $20,604 and $12,584, respectively)
Other operating expenses                                  14,319      21,847
Total operating expenses                                  503,042     422,071
OPERATING INCOME                                          299,686     274,446
OTHER INCOME (EXPENSE):
Interest income, TV Azteca, net                           3,543       3,543
Interest income                                           1,714       2,253
Interest expense                                          (111,766)   (95,117)
Loss on retirement of long-term obligations               (35,298)    (398)
Other income (including unrealized foreign currency       22,291      52,861
gains $22,143 and $55,838, respectively)
Total other expense                                       (119,516)   (36,858)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
AND
INCOME ON EQUITY METHOD INVESTMENTS                       180,170     237,588
Income tax provision                                      (19,222)    (27,248)
Income on equity method investments                       -           18
NET INCOME                                                160,948     210,358
Net loss (income) attributable to noncontrolling          10,459      10,948
interest
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION     $171,407    $221,306

NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower           $0.43       $0.56
Corporation
Diluted net income attributable to American Tower         $0.43       $0.56
Corporation

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC                                                     395,239     393,885
DILUTED                                                   399,659     398,453

DISTRIBUTIONS DECLARED PER SHARE                          $0.26       $0.21



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                                                   Three Months Ended
                                                     March 31,
                                                     2013         2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                           $160,948      $210,358
Adjustments to reconcile net income to cash
provided by operating activities:
Stock-based compensation expense                     21,042        13,045
Depreciation, amortization and accretion             185,804       149,655
Loss on early retirement of securitized debt         35,288        -
Other non-cash items reflected in statements of      (7,496)       (28,342)
operations
Increase in net deferred rent asset                  (26,806)      (28,789)
Decrease (increase) in restricted cash               22,583        (13,490)
(Increase) decrease in assets                        (7,374)       55,126
Increase in liabilities                              10,047        44,454
Cash provided by operating activities                394,036       402,017

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property and equipment      (123,905)     (121,032)
and construction activities
Payments for acquisitions, net of cash acquired      (245,094)     (159,403)
Proceeds from sale of short-term investments and     7,150         1,095
other non-current assets
Payments for short-term investments                  (14,650)      (10,085)
Deposits, restricted cash, investments and other     (129)         (1,871)
Cash used for investing activities                   (376,628)     (291,296)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings, net             -             17,127
Borrowings under credit facilities                   249,000       1,325,000
Proceeds from issuance of senior notes, net          983,354       698,670
Proceeds from issuance of Securities in              1,778,496     -
securitization transaction, net
Proceeds from other long-term borrowings             -             16,676
Repayments of notes payable, credit facilities       (2,937,744)   (2,018,847)
and capital leases
Contributions from noncontrolling interest           7,658         3,327
holders, net
Purchases of common stock                            (12,480)      (20,665)
Proceeds from stock options                          6,140         15,615
Payment for early retirement of securitized debt     (29,234)      -
Deferred financing costs and other financing         (10,561)      (9,463)
activities
Cash provided by financing activities                34,629        27,440

Net effect of changes in foreign currency            21,051        2,906
exchange rates on cash and cash equivalents
NET INCREASE IN CASH AND CASH EQUIVALENTS            73,088        141,067
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       368,618       330,191
CASH AND CASH EQUIVALENTS, END OF PERIOD             $441,706      $471,258
                                                                   
CASH PAID (RECEIVED) FOR INCOME TAXES, NET OF        $13,543       $(897)
REFUNDS
CASH PAID FOR INTEREST                               $95,251       $77,936



UNAUDITED RESULTS OF OPERATIONS, BY SEGMENT
(In thousands, except percentages)

Three Months Ended, March 31, 2013
                   Rental and Management                Network     
                                                          Development   Total
                    Domestic  International  Total      Services
Segment revenues    $515,676   $261,757        $777,433   $25,295       $802,728
Segment operating   91,833     99,216          191,049    10,279        201,328
expenses(1)
Interest income,    -          3,543           3,543      -             3,543
TV Azteca, net
Segment Gross       423,843    166,084         589,927    15,016        604,943
Margin
Segment selling,
general,
administrative
and development     22,898     29,535          52,433     2,901         55,334
expense(1)
Segment Operating   $400,945   $136,549        $537,494   $12,115       $549,609
Profit
Segment Operating   78%        52%             69%        48%           68%
Profit Margin
                                                                        
Three Months Ended, March 31, 2012
                   Rental and Management                 Network
                                                          Development   Total
                    Domestic   International   Total      Services
Segment revenues    $487,062   $196,928        $683,990   $12,527       $696,517
Segment operating   93,003     70,524          163,527    6,997         170,524
expenses(1)
Interest income,    -          3,543           3,543      -             3,543
TV Azteca, net
Segment Gross       394,059    129,947         524,006    5,530         529,536
Margin
Segment selling,
general,                                                                
administrative
and development     19,400     23,895          43,295     358           43,653
expense(1)
Segment Operating   $374,659   $106,052        $480,711   $5,172        $485,883
Profit
Segment Operating   77%        54%             70%        41%           70%
Profit Margin
_____
     Excludes
(1 ) stock-based
     compensation
     expense.
     


UNAUDITED SELECTED FINANCIAL INFORMATION
(In thousands, except where noted. Totals may not add due to rounding.)

Selected Balance Sheet Detail:
Long-term obligations summary, including current portion  March 31, 2013
2011 Credit Facility                                       $-
2012 Credit Facility                                       322,000
2012 Term Loan                                             750,000
4.625% Senior Notes due 2015                               599,676
7.000% Senior Notes due 2017                               500,000
4.500% Senior Notes due 2018                               999,440
7.250% Senior Notes due 2019                               296,388
5.050% Senior Notes due 2020                               699,353
5.900% Senior Notes due 2021                               499,370
4.700% Senior Notes due 2022                               698,787
3.500% Senior Notes due 2023                               992,007
Total unsecured debt at American Tower Corporation         6,357,021
Secured Tower Revenue Securities, Series 2013-1A           500,000
Secured Tower Revenue Securities, Series 2013-2A           1,300,000
Unison Notes(1)                                            206,750
South African facility(2)                                  90,326
Colombian long-term credit facility(2)                     73,682
Colombian bridge loans(2)                                  51,312
Shareholder loans(3)                                       211,150
Capital lease obligations                                  58,882
Total secured, subsidiary or other debt                    $2,492,102
Total debt                                                 $8,849,123
Cash and cash equivalents                                  441,706
  Net debt (Total debt less cash and cash equivalents)    $8,407,417

    The Unison Notes are secured debt and were assumed as a result of the
(1) acquisition of certain legal entities holding a portfolio of property
    interests from Unison Holdings LLC and Unison Site Management II, L.L.C.
(2) Denominated in local currency.
(3) Denominated in USD, reflects balances attributable to minority shareholder
    loans in the Company’s joint ventures in Colombia, Ghana and Uganda.


                                                          Three Months Ended
Calculation of Net Leverage Ratio ($ in  thousands)         March 31, 2013
Total debt                                                  $8,849,123
Cash and cash equivalents                                   441,706
Numerator: net debt (total debt less cash and cash          $8,407,417
equivalents)

Adjusted EBITDA                                             $524,394
Denominator: annualized Adjusted EBITDA                     2,097,576
Net leverage ratio                                          4.0x



UNAUDITED SELECTED FINANCIAL INFORMATION
(In thousands, except where noted. Totals may not add due to rounding.)

                                                       Three Months Ended
Share count rollforward: (in millions of shares)         March 31, 2013
Total common shares, beginning of period                 395.1
Common shares repurchased                                (0.2)
Common shares issued                                     0.7
 Total common shares outstanding, end of period (1)     395.6

    As of March 31, 2013, excludes (a) 4.0 million potentially dilutive shares
    associated with vested and exercisable stock options with an average
(1) exercise price of $39.50 per share, (b) 3.0 million potentially dilutive
    shares associated with unvested stock options, and (c) 1.8 million
    potentially dilutive shares associated with unvested restricted stock
    units.

Total rental and management straight-line revenue and expense:

In accordance with GAAP, the Company recognizes consolidated rental and
management revenue and expense related to non-cancellable tenant and ground
lease agreements with fixed escalations on a straight-line basis, over the
applicable lease term. As a result, the Company’s revenue recognized may
differ materially from the amount of cash collected per tenant lease, and the
Company’s expense incurred may differ materially from the amount of cash paid
per ground lease. Additional information regarding straight-line accounting
can be found in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2012 in the section entitled "Revenue Recognition," in note 1,
“Business and Summary of Significant Accounting Policies,” within the notes to
the consolidated financial statements. A summary of total rental and
management straight-line revenue and expense, which represents the non-cash
revenue and expense recorded due to straight-line recognition, is as follows:


                                                         Three Months Ended
                                                           March 31,
                                                           2013      2012
Total rental and management operations straight-line       $34,240    $38,503
revenue
Total rental and management operations straight-line       7,115       9,735
expense


                                                           Three Months Ended
                                                           March 31,
Selling, general, administrative and development           2013       2012
expense breakout:
Total rental and management overhead                       $52,433    $43,295
Network development services segment overhead              2,901        358
Corporate and development expenses                         25,215       23,347
Stock-based compensation expense                           20,604      12,584
Total                                                      $101,153   $79,584

                                                           Three Months Ended
                                                           March 31,
International pass-through revenue detail:                 2013       2012
Pass-through revenue                                       $69,651    $48,626

SELECTED CASH FLOW DETAIL:
                                                           Three Months Ended
                                                           March 31,
Payments for purchase of property and equipment and        2013       2012
construction activities:
Discretionary capital projects                             $57,270    $63,738
Ground lease purchases                                     14,800       14,714
Start-up capital projects                                  6,723        1,627
Redevelopment                                              21,712       22,812
Capital improvements                                       15,882       13,929
Corporate                                                  7,518       4,212
Total                                                      $123,905   $121,032


UNAUDITED SELECTED FINANCIAL INFORMATION

(In thousands, except where noted. Totals may not add due to rounding.)

SELECTED STATEMENT OF OPERATIONS DETAIL:

The following table reflects the estimated impact of foreign currency exchange
rate fluctuations, straight-line revenue and expense recognition and material
one-time items on total rental and management revenue, Adjusted EBITDA and
AFFO:


The calculation of Core Growth is as follows:
                                    Total Rental and   Adjusted  
                                      Management           EBITDA       AFFO
Three Months Ended March 31, 2013     Revenue
Core Growth                           20.3%                19.6%        20.9%
Estimated impact of fluctuations
in foreign currency exchange          (2.2)%               (1.6)%       (2.5)%
rates
Impact of straight-line revenue       (1.6)%               (1.4)%       -
recognition
Impact of material one-time items     (2.7)%               (3.1)%       (8.5)%
Reported growth                       13.7%                13.4%        9.9%
                                                                        


SELECTED PORTFOLIO DETAIL:

Tower Count(1):
                As of                                                As of
               December     Constructed  Acquired  Adjustments  March 31,
                31, 2012                                             2013
United          22,534        48            22^(3)     (5)           22,599
States(2)
Brazil          4,345         25            -          -             4,370
Chile           1,181         1             -          (1)           1,181
Colombia        3,004         24            13         -             3,041
Germany         2,031         -             -          -             2,031
Ghana           1,926         4             -          (1)           1,929
India           10,378        307           -          -             10,685
Mexico(4)       5,777         14            885        (3)           6,673
Peru            500           -             -          (1)           499
South Africa    1,604         17            -          -             1,621
Uganda          1,043         1             -          -             1,044
Total           54,323        441           920        (11)          55,673
_____

(1) Excludes in-building and outdoor distributed antenna system networks.
(2) United States tower count includes 275 broadcast towers.
    Includes 20 towers that were acquired during the fourth quarter of 2012 as
(3) work in progress sites and were completed during the first quarter of
    2013.
(4) Mexico tower count includes 199 broadcast towers.

UNAUDITED RECONCILIATIONS TO GAAP MEASURES AND THE CALCULATION OF DEFINED
FINANCIAL MEASURES

(In thousands, except per share data and percentages. Totals may not add due
to rounding.)

The reconciliation of net income to Adjusted EBITDA and the calculation of
Adjusted EBITDA Margin are as follows:


                                    Three Months Ended
                                     March 31,
                                     2013              2012
Net income                           $160,948           $210,358
Income from equity method            -                  (18)
investments
Income tax provision                 19,222             27,248
Other income                         (22,291)           (52,861)
Loss on retirement of long-term      35,298             398
obligations
Interest expense                     111,766            95,117
Interest income                      (1,714)            (2,253)
Other operating expenses             14,319             21,847
Depreciation, amortization and       185,804            149,655
accretion
Stock-based compensation             21,042             13,045
expense
Adjusted EBITDA                      $524,394           $462,536
Divided by total revenue             802,728            696,517
Adjusted EBITDA Margin               65%                66%
                                                        
The reconciliation of net income to NAREIT Funds From Operations and the
calculation of Adjusted Funds From Operations and Adjusted Funds From
Operations per Share are presented below:

                                                        Three Months Ended
                                                        March 31,
                                                        2013        2012
Net Income                                              $160,948     $210,358
Real estate related depreciation, amortization and      163,742      132,832
accretion
Losses from sale or disposal of real estate and real    269          3,815
estate related impairment charges
Adjustments for unconsolidated affiliates and           2,830        6,617
noncontrolling interest
NAREIT Funds From Operations                            327,789      353,622
Straight-line revenue                                   (34,240)     (38,503)
Straight-line expense                                   7,115        9,735
Stock-based compensation expense                        21,042       13,045
Non-cash portion of tax provision                       5,679        28,145
Non-real estate related depreciation, amortization and  22,062       16,823
accretion
Amortization of deferred financing costs, capitalized   7,527        1,852
interest and debt discounts and premiums(1)
Other income (2)                                        (22,291)     (52,861)
Loss on retirement of long-term obligations             35,298       398
Other operating expense (3)                             14,050       18,032
Capital improvement capital expenditures(4)             (15,882)     (13,929)
Corporate capital expenditures                          (7,518)      (4,212)
Adjustments for unconsolidated affiliates and           (2,830)      (6,617)
noncontrolling interest
Adjusted Funds From Operations                          $357,801     $325,530
Divided by weighted average diluted shares outstanding  399,659      398,453
Adjusted Funds From Operations per Share                $0.90        $0.82
_____

(1) Includes accrued non-cash interest expense attributable to joint-venture
    loans.
(2) Primarily includes unrealized (gain) loss on foreign currency exchange
    rate fluctuations.
(3) Primarily includes impairments and transaction related costs.
(4) 2012 amounts adjusted to exclude the new category of capital expenditures,
    Start-Up Capital Projects.

Contact:

American Tower Corporation
Leah Stearns, 617-375-7500
Vice President, Investor Relations & Capital Markets
 
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