American Tower Corporation Reports Second Quarter and First Half 2013 Financial Results

  American Tower Corporation Reports Second Quarter and First Half 2013
  Financial Results

Consolidated Highlights

Second Quarter 2013

  *Total revenue increased 15.9% to $808.8 million
  *Operating income increased 15.6% to $312.8 million
  *Cash provided by operating activities increased 8.2% to $390.5 million

First Half 2013

  *Total revenue increased 15.6% to $1,611.6 million
  *Operating income increased 12.4% to $612.5 million
  *Cash provided by operating activities increased 2.8% to $784.5 million

Segment Highlights

Second Quarter 2013

  *Domestic rental and management segment revenue increased 10.1% to $521.0
    million
  *International rental and management segment revenue increased 28.4% to
    $268.2 million
  *Network development services segment revenue was $19.6 million

First Half 2013

  *Domestic rental and management segment revenue increased 7.9% to $1,036.7
    million
  *International rental and management segment revenue increased 30.6% to
    $529.9 million
  *Network development services segment revenue was $44.9 million

Business Wire

BOSTON -- July 31, 2013

American Tower Corporation (NYSE: AMT) today reported financial results for
the quarter ended June30, 2013.

Jim Taiclet, American Tower’s Chief Executive Officer stated, “During the
second quarter of 2013, our Core results significantly outperformed our
internal expectations as demand for tower space drove robust leasing activity
across our global portfolio. The combination of our extensive, high quality
asset base andlong-term master lease agreements with leading mobile operators
resulted in strong growth in each of our key operating metrics.

"We expect the favorable leasing trends we have seen so far this year to
continue generating solid Core performance, offsetting potential headwinds
from the translation of foreign currency exchange rates. As a result, we are
reaffirming our full year outlook for total rental and management revenue and
raising our full year outlook for Adjusted EBITDA by $5 million and AFFO by
$10 million.”

SECOND QUARTER 2013 OPERATING RESULTS OVERVIEW

American Tower generated the following operating results for the quarter ended
June30, 2013 (unless otherwise indicated, all comparative information is
presented against the quarter ended June30, 2012).

Total revenue increased 15.9% to $808.8 million and total rental and
management revenue increased 15.7% to $789.2 million. Total rental and
management revenue Core Growth was approximately 18.1%. 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 June30, 2013.

Total rental and management Gross Margin increased 14.2% to $594.8 million.
Total selling, general, administrative and development expense was $99.8
million, including $16.6 million of stock-based compensation expense. Adjusted
EBITDA increased 12.5% to $524.0 million, Core Growth in Adjusted EBITDA was
14.7%, and Adjusted EBITDA Margin was 65%.

As previously disclosed, during the second quarter of 2012, the Company's
results were positively impacted by the reversal of approximately $4.9 million
of revenue reserves and approximately $3.8 million of bad debt expense
reserves, attributable to one of the Company's tenants in Mexico.

Adjusted Funds From Operations (AFFO) increased 19.5% to $366.2 million, which
includes the receipt of a one-time income tax refund during the quarter ended
June 30, 2013 of $4.5 million in one of the Company’s international markets.
AFFO per Share increased 19.5% to $0.92, and Core Growth in AFFO was
approximately 18.2%.

Operating income increased 15.6% to $312.8 million, and net income
attributable to American Tower Corporation increased 107.1% to $99.8 million.
Net income attributable to American Tower Corporation per both basic and
diluted common share increased 108.3% to $0.25.

Cash provided by operating activities increased 8.2% to $390.5 million.

Segment Results

Domestic Rental and Management Segment – Domestic rental and management
segment revenue increased 10.1% to $521.0 million, which represented 64% of
total revenues, and domestic rental and management segment Gross Margin
increased 10.5% to $425.8 million. Domestic rental and management segment
Operating Profit increased 10.3% to $401.6 million, and domestic rental and
management segment Operating Profit Margin was 77%.

International Rental and Management Segment – International rental and
management segment revenue increased 28.4% to $268.2 million, which
represented 33% of total revenues. International rental and management segment
Gross Margin increased 24.5% to $169.0 million, while international rental and
management segment Operating Profit increased 17.5% to $136.5 million.
International rental and management segment Operating Profit Margin was 51%
(69%, excluding the impact of $71.3 million of pass-through revenues).

Network Development Services Segment – Network development services segment
revenue was $19.6 million, which represented 3% of total revenues. Network
development services segment Gross Margin was $12.3 million, and network
development services segment Operating Profit was $10.0 million. Network
development services segment Operating Profit Margin was 51%.

FIRST HALF 2013 OPERATING RESULTS OVERVIEW

American Tower generated the following operating results for the six months
ended June 30, 2013 (unless otherwise indicated, all comparative information
is presented against the six months ended June 30, 2012).

Total revenue increased 15.6% to $1,611.6 million and total rental and
management revenue increased 14.7% to $1,566.6 million. Total rental and
management revenue Core Growth was approximately 19.2%. Please refer to the
selected statement of operations detail on page 13, which highlights the items
affecting all Core Growth percentages for the six months ended June 30, 2013.

Total rental and management Gross Margin increased 13.4% to $1,184.8 million.
Total selling, general, administrative and development expense was $201.0
million, including $37.3 million of stock-based compensation expense. Adjusted
EBITDA increased 12.9% to $1,048.4 million, Core Growth in Adjusted EBITDA was
17.1%, and the Adjusted EBITDA Margin was 65%.

AFFO increased 14.6% to $724.0 million, AFFO per Share increased 14.6% to
$1.81, and Core Growth in AFFO was approximately 19.6%.

Operating income increased 12.4% to $612.5 million, while net income
attributable to American Tower Corporation increased 0.6% to $271.2 million.
Net income attributable to American Tower Corporation per basic common share
increased 1.5% to $0.69, and net income attributable to American Tower
Corporation per diluted common share remained at $0.68.

Cash provided by operating activities increased 2.8% to $784.5 million.

Segment Results

Domestic Rental and Management Segment – Domestic rental and management
segment revenue increased 7.9% to $1,036.7 million, which represented 64% of
total revenues. Domestic rental and management segment Gross Margin increased
9.0% to $849.7 million, while domestic rental and management segment Operating
Profit increased 8.6% to $802.5 million. Domestic rental and management
segment Operating Profit Margin was 77%.

International Rental and Management Segment – International rental and
management segment revenue increased 30.6% to $529.9 million, which
represented 33% of total revenues. International rental and management segment
Gross Margin increased 26.1% to $335.1 million, while international rental and
management segment Operating Profit increased 22.8% to $273.0 million.
International rental and management segment Operating Profit Margin was 52%
(70%, excluding the impact of $140.9 million of pass-through revenues).

Network Development Services Segment – Network development services segment
revenue was $44.9 million, which represented 3% of total revenues. Network
development services segment Gross Margin was $27.3 million, and network
development services segment Operating Profit was $22.1 million. Network
development services segment Operating Profit Margin was 49%.

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 July 16, 2013, the Company paid its second quarter
distribution of $0.27 per share, or a total of approximately $106.7 million,
to stockholders of record at the close of business on June 17, 2013.

During the first half of 2013, the Company declared an aggregate of $0.53 per
share in distributions, or a total of approximately $209.5 million, to its
stockholders. Subject to the discretion of the Company’s Board of Directors,
the Company expects to continue paying regular distributions, the amount and
timing of which will be determined by the Board.

Cash Paid for Capital Expenditures – During the second quarter of 2013, total
capital expenditures of $156.7 million included $72.9 million for
discretionary capital projects, including spending to complete the
construction of 96 towers and the installation of 3 distributed antenna system
networks and 224 shared generators domestically and the construction of 303
towers and the installation of 17 distributed antenna system networks
internationally; $17.1 million to purchase land under the Company’s
communications sites; $7.8 million for start-up capital projects in recently
launched markets; $23.4 million for the redevelopment of existing
communications sites to accommodate new tenant equipment; and $35.6 million
for capital improvements and corporate capital expenditures.

During the first half of 2013, total capital expenditures of $280.6 million
included $130.1 million for discretionary capital projects, including spending
to complete the construction of 144 towers and the installation of 6
distributed antenna system networks and 348 shared generators domestically and
the construction of 696 towers and the installation of 25 distributed antenna
system networks internationally; $31.9 million to purchase land under the
Company’s communications sites; $14.5 million for start-up capital projects in
recently launched markets; $45.1 million for the redevelopment of existing
communications sites to accommodate new tenant equipment; and $59.0 million
for capital improvements and corporate capital expenditures.

Cash Paid for Acquisitions – During the second quarter of 2013, the Company
spent $66.1 million for the purchase of 34 domestic towers and 119
international towers. The international towers consisted of those acquired
pursuant to previously announced agreements, including 93 towers in Brazil and
26 towers in Colombia.

During the first half of 2013, the Company spent $311.2 million for the
purchase of 36 domestic towers and 1,017 international towers.

Stock Repurchase Program – During the second quarter of 2013, the Company
repurchased a total of approximately 0.8 million shares of its common stock
for approximately $62.1 million pursuant to its stock repurchase program.
Between July 1, 2013 and July 19, 2013, the Company repurchased an additional
approximately 0.2 million shares of its common stock for an aggregate of
approximately $18.2 million.

During the first half of 2013, the Company repurchased a total of
approximately 1.0million shares of its common stock for approximately $74.6
million pursuant to its stock repurchase program.

FINANCING OVERVIEW

Leverage – For the quarter ended June30, 2013, the Company’s net leverage
ratio was approximately 4.0x net debt (total debt less cash and cash
equivalents) to second quarter 2013 annualized Adjusted EBITDA.

Liquidity – As of June30, 2013, the Company had approximately $2.6 billion of
total liquidity, comprised of approximately $448.4 million in cash and cash
equivalents, plus the ability to borrow an aggregate of approximately $2.2
billion under its two revolving credit facilities, net of any outstanding
letters of credit.

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 July
31, 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.

As reflected in the table below, the Company has reaffirmed the midpoint of
its full year 2013 outlook for total rental and management revenue and
increased the midpoint of its full year 2013 outlook for Adjusted EBITDA by $5
million and AFFO by $10 million.

The Company's outlook is based on the following average foreign currency
exchange rates to 1.00 U.S.Dollar for the second half of 2013: (a)2.20
Brazilian Reais; (b)500.00 Chilean Pesos; (c)1,900.00 Colombian Pesos;
(d)0.78 Euros; (e)2.05 Ghanaian Cedi; (f)59.00 Indian Rupees; (g)12.60
Mexican Pesos; (h)2.70 Peruvian Soles; (i)10.00 South African Rand; and
(j)2,600.00 Ugandan Schillings.

                                                             
                                                       Midpoint     Midpoint
($ in millions)            Full Year 2013                           Core     
                                                       Growth       Growth
Total rental and           $ 3,160  to  $ 3,210      13.6  %      17.8     %
management revenue
Adjusted EBITDA^(1)        $ 2,085   to   $ 2,135      11.5  %      16.0     %
Adjusted Funds From        $ 1,430   to   $ 1,480      19.0  %      21.3     %
Operations^(1)
Net Income                 $ 655     to   $ 695        13.6  %      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 $2,100 million; and (2)international rental and management segment revenue
of $1,085 million, which includes approximately $292 million of pass-through
revenue.

The calculation of midpoint Core
Growth is as follows:                                              
(Totals may not add due to rounding.)
                                         Total Rental and   Adjusted
                                         Management                    AFFO
                                                            EBITDA
                                         Revenue
Outlook midpoint Core Growth             17.8      %        16.0  %    21.3 %
Estimated impact of fluctuations in      (1.6      )%       (1.1  )%   (1.3 )%
foreign currency exchange rates
Impact of straight-line revenue and      (1.9      )%       (2.4  )%   —
expense recognition
Impact of significant one-time items     (0.7      )%       (1.0  )%   (0.8 )%
Outlook midpoint growth                  13.6      %        11.5  %    19.0 %
                                                                            

                                                              
Outlook for Capital
Expenditures:
($ in millions)
(Totals may not add due to           Full Year 2013
rounding.)
Discretionary capital                $    210              to         $   270
projects^(1)
Ground lease purchases               85                    to         105
Start-up capital projects            20                    —          20
Redevelopment                        95                    to         105
Capital improvement^(2)              85                    to         95
Corporate                            30                   —          30
Total                                $    525             to         $   625
                                                                          
(1) Includes the construction of approximately 1,750 to 2,250 new
communications sites.
(2) Includes spending related to a lighting system upgrade in the U.S. of
approximately $15 million.


Reconciliations of Outlook for Net Income to Adjusted EBITDA:
($ in millions)                                     
(Totals may not add due to rounding.)                 Full Year 2013
Net income                                            $ 655     to  $ 695
Interest expense                                      420         to   410
Depreciation, amortization and accretion              755         to   735
Income tax provision                                  35          to   50
Stock-based compensation expense                      65          to   70
Other, including other operating expenses, interest
income, loss on retirement of long-term               155        to   175
obligations, (income) loss on equity method
investments and other (income) expense
Adjusted EBITDA                                       $ 2,085    to   $ 2,135
                                                                         


Reconciliations of Outlook for Net Income to Adjusted Funds From Operations:
($ in millions)                                   
(Totals may not add due to rounding.)               Full Year 2013
Net income                                          $ 655      to  $ 695
Straight-line revenue                               (139    )   —    (139    )
Straight-line expense                               32          —    32
Depreciation, amortization and accretion            755         to   735
Stock-based compensation expense                    65          to   70
Non-cash portion of tax provision                   (16     )   to   (1      )
Other, including other operating expenses,
interest expense, amortization of deferred
financing costs, capitalized interest, debt
discounts and premiums, loss on retirement of       193         to   213
long-term obligations, other (income) expense and
non-cash interest related to joint venture
shareholder loans
Capital improvement capital expenditures            (85     )   to   (95     )
Corporate capital expenditures                      (30     )   —    (30     )
Adjusted Funds From Operations                      $ 1,430    to   $ 1,480 
                                                                             

Conference Call Information

American Tower will host a conference call today at 8:30 a.m. ET to discuss
its financial results for the second quarter and six months ended June30,
2013 and its outlook for 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: 17956884

When available, a replay of the call can be accessed until 11:59 p.m. ET on
August 14, 2013. The replay dial-in numbers are as follows:

U.S./Canada dial-in: (855) 859-2056
International dial-in: (404) 537-3406
Passcode: 17956884

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 over 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) on 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 income
(expense), 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 (i) unconsolidated affiliates and (ii) noncontrolling
interest. The Company defines Adjusted Funds From Operations as NAREIT Funds
From Operations before (i) straight-line revenue and expense, (ii) stock-based
compensation expense, (iii) the non-cash portion of our tax provision, (iv)
non-real estate related depreciation, amortization and accretion, (v)
amortization of deferred financing costs, capitalized interest and debt
discounts and premiums, (vi) other income (expense), (vii) loss on retirement
of long-term obligations, (viii) other operating income (expense); and
adjustments for (ix) unconsolidated affiliates and (x) 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-Q for the
quarter ended March 31, 2013. 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)
                                                             
                                     June 30, 2013           December 31,
                                                             2012^(1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents            $  448,447              $  368,618
Restricted cash                      97,277                  69,316
Short-term investments               14,257                  6,018
Accounts receivable, net             130,861                 143,772
Prepaid and other current            232,436                 222,895
assets
Deferred income taxes                22,773                 25,754         
Total current assets                 946,051                836,373        
Property and equipment, net          5,811,081               5,766,254
Goodwill                             2,832,392               2,850,573
Other intangible assets, net         3,214,383               3,197,640
Deferred income taxes                216,463                 209,589
Deferred rent asset                  842,093                 776,201
Notes receivable and other           476,931                452,788        
non-current assets
TOTAL                                $  14,339,394          $  14,089,418  
                                                             
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable                     $  91,021               $  89,578
Accrued expenses                     293,605                 286,962
Distributions payable                107,053                 189
Accrued interest                     89,701                  71,271
Current portion of long-term         57,350                  60,031
obligations
Unearned revenue                     142,310                124,147        
Total current liabilities            781,040                632,178        
Long-term obligations                8,798,604               8,693,345
Asset retirement obligations         451,549                 435,613
Other non-current                    688,334                644,101        
liabilities
Total liabilities                    10,719,527             10,405,237     
                                                             
COMMITMENTS AND
CONTINGENCIES
EQUITY:
Common stock                         3,969                   3,959
Additional paid-in capital           5,061,814               5,012,124
Distributions in excess of           (1,135,851     )        (1,196,907     )
earnings
Accumulated other                    (274,256       )        (183,347       )
comprehensive loss
Treasury stock                       (137,353       )        (62,728        )
Total American Tower                 3,518,323               3,573,101
Corporation equity
Noncontrolling interest              101,544                111,080        
Total equity                         3,619,867              3,684,181      
TOTAL                                $  14,339,394          $  14,089,418  
                                                                            
(1) December31, 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                Six Months Ended
                 June 30,                          June 30,
                 2013          2012              2013            2012
REVENUES:
Rental and       $ 789,199       $ 682,262         $ 1,566,632       $ 1,366,252
management
Network
development      19,631         15,472           44,926           27,999      
services
Total
operating        808,830        697,734          1,611,558        1,394,251   
revenues
OPERATING
EXPENSES:
Costs of
operations
(exclusive of
items shown
separately
below):
Rental and
management
(including
stock-based
compensation     198,217         165,060           389,512           328,784
expense of
$257, $202,
$503 and $399,
respectively)
Network
development
services
(including
stock-based      7,492           7,324             17,963            14,585
compensation
expense of
$149, $240,
$341 and $504,
respectively)
Depreciation,
amortization     184,608         172,072           370,412           321,727
and accretion
Selling,
general,
administrative
and
development
expense
(including
stock-based      99,803          76,848            200,956           156,432
compensation
expense of
$16,649,
$13,109,
$37,253 and
$25,693,
respectively)
Other
operating        5,898          5,944            20,217           27,791      
expenses
Total
operating        496,018        427,248          999,060          849,319     
expenses
OPERATING        312,812        270,486          612,498          544,932     
INCOME
OTHER INCOME
(EXPENSE):
Interest
income, TV       3,586           3,586             7,129             7,129
Azteca, net
Interest         1,412           2,283             3,126             4,536
income
Interest         (100,815  )     (100,233  )       (212,581    )     (195,350    )
expense
Loss on
retirement of    (2,669    )     —                 (37,967     )     (398        )
long-term
obligations
Other expense    (141,660  )     (118,623  )       (119,369    )     (65,762     )
Total other      (240,146  )     (212,987  )       (359,662    )     (249,845    )
expense
INCOME FROM
CONTINUING
OPERATIONS
BEFORE INCOME    72,666          57,499            252,836           295,087
TAXES AND
INCOME ON
EQUITY METHOD
INVESTMENTS
Income tax
benefit          11,447          (23,815   )       (7,775      )     (51,063     )
(provision)
Income on
equity method    —              5                —                23          
investments
NET INCOME       84,113          33,689            245,061           244,047
Net loss
attributable
to               15,708         14,520           26,167           25,468      
noncontrolling
interest
NET INCOME
ATTRIBUTABLE
TO AMERICAN      $ 99,821       $ 48,209         $ 271,228        $ 269,515   
TOWER
CORPORATION
NET INCOME PER
COMMON SHARE
AMOUNTS:
Basic net
income
attributable     $ 0.25         $ 0.12           $ 0.69           $ 0.68      
to American
Tower
Corporation
Diluted net
income
attributable     $ 0.25         $ 0.12           $ 0.68           $ 0.68      
to American
Tower
Corporation
WEIGHTED
AVERAGE COMMON
SHARES
OUTSTANDING:
Basic            395,420        394,743          395,330          394,314     
Diluted          399,458        398,811          399,659          398,750     
DISTRIBUTIONS
DECLARED PER     $ 0.27          $ 0.22            $ 0.53            $ 0.43
SHARE
                                                                                 

                                                 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                                                   
                                                   Six Months Ended

                                                   June 30,
                                                   2013          2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                         $  245,061     $  244,047
Adjustments to reconcile net income to cash
provided by operating activities:
Stock-based compensation expense                   38,097         26,596
Depreciation, amortization and accretion           370,412        321,727
Loss on retirement of long-term obligations        35,288         —
Other non-cash items reflected in statements of    127,946        112,660
operations
Increase in net deferred rent asset                (53,017    )   (59,590    )
(Increase) decrease in restricted cash             (27,961    )   4,083
(Increase) decrease in assets                      (10,229    )   33,478
Increase in liabilities                            58,924        79,874     
Cash provided by operating activities              784,521       762,875    
                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property and equipment    (280,605   )   (226,402   )
and construction activities
Payments for acquisitions, net of cash acquired    (311,170   )   (532,860   )
Proceeds from sale of short-term investments and   27,978         192,977
other non-current assets
Payments for short-term investments                (36,881    )   (198,174   )
Deposits, restricted cash, investments and other   (1,096     )   (2,450     )
Cash used for investing activities                 (601,774   )   (766,909   )
                                                                  
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 term loan credit facility            —              750,000
Proceeds from other long-term borrowings           16,000         77,699
Repayments of notes payable, credit facilities     (2,938,699 )   (2,652,458 )
and capital leases
Contributions from noncontrolling interest         17,721         46,476
holders, net
Purchases of common stock                          (74,625    )   (10,838    )
Proceeds from stock options                        19,752         31,134
Distributions                                      (102,984   )   (82,881    )
Payment for early retirement of securitized debt   (29,234    )   —
Deferred financing costs and other financing       (13,641    )   (29,639    )
activities
Cash (used for) provided by financing activities   (94,860    )   170,290    
                                                                  
Net effect of changes in foreign currency          (8,058     )   (14,510    )
exchange rates on cash and cash equivalents
NET INCREASE IN CASH AND CASH EQUIVALENTS          79,829        151,746    
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     368,618       330,191    
CASH AND CASH EQUIVALENTS, END OF PERIOD           $ 448,447     $ 481,937  
                                                                  
CASH PAID FOR INCOME TAXES, NET OF REFUNDS         $  17,153     $  12,776  
CASH PAID FOR INTEREST                             $  181,315    $  171,661 
                                                                             


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

Three months ended June 30, 2013
                Rental and Management                           Network
                                                                Development  Total
                 Domestic       International  Total           Services
Segment          $ 521,043       $  268,156      $ 789,199       $  19,631     $ 808,830
revenues
Segment
operating        95,208          102,752         197,960         7,343         205,303
expenses (1)
Interest
income, TV       —              3,586          3,586          —            3,586       
Azteca, net
Segment Gross    425,835        168,990        594,825        12,288       607,113     
Margin
Segment
selling,
general,
administrative   24,243         32,490         56,733         2,324        59,057      
and
development
expense (1)
Segment
Operating        $ 401,592      $  136,500     $ 538,092      $  9,964     $ 548,056   
Profit
Segment
Operating        77          %   51          %   68          %   51        %   68          %
Profit Margin
                                                                               
Three months ended June 30, 2012
                 Rental and Management                           Network
                                                                 Development   Total
                 Domestic        International   Total           Services
Segment          $ 473,411       $  208,851      $ 682,262       $  15,472     $ 697,734
revenues
Segment
operating        88,113          76,745          164,858         7,084         171,942
expenses (1)
Interest
income, TV       —              3,586          3,586          —            3,586       
Azteca, net
Segment Gross    385,298        135,692        520,990        8,388        529,378     
Margin
Segment
selling,
general,
administrative   21,097         19,481         40,578         1,925        42,503      
and
development
expense (1)
Segment
Operating        $ 364,201      $  116,211     $ 480,412      $  6,463     $ 486,875   
Profit
Segment
Operating        77          %   56          %   70          %   42        %   70          %
Profit Margin
                                                                               
Six months ended June 30, 2013
                 Rental and Management                           Network
                                                                 Development   Total
                 Domestic        International   Total           Services
Segment          $ 1,036,719     $  529,913      $ 1,566,632     $  44,926     $ 1,611,558
revenues
Segment
operating        187,041         201,968         389,009         17,622        406,631
expenses (1)
Interest
income, TV       —              7,129          7,129          —            7,129       
Azteca, net
Segment Gross    849,678        335,074        1,184,752      27,304       1,212,056   
Margin
Segment
selling,
general,
administrative   47,141         62,025         109,166        5,225        114,391     
and
development
expense (1)
Segment
Operating        $ 802,537      $  273,049     $ 1,075,586    $  22,079    $ 1,097,665 
Profit
Segment
Operating        77          %   52          %   69          %   49        %   68          %
Profit Margin
                                                                               
Six months ended June 30, 2012
                 Rental and Management                           Network
                                                                 Development   Total
                 Domestic        International   Total           Services
Segment          $ 960,473       $  405,779      $ 1,366,252     $  27,999     $ 1,394,251
revenues
Segment
operating        181,116         147,269         328,385         14,081        342,466
expenses (1)
Interest
income, TV       —              7,129          7,129          —            7,129       
Azteca, net
Segment Gross    779,357        265,639        1,044,996      13,918       1,058,914   
Margin
Segment
selling,
general,
administrative   40,497         43,376         83,873         2,283        86,156      
and
development
expense (1)
Segment
Operating        $ 738,860      $  222,263     $ 961,123      $  11,635    $ 972,758   
Profit
Segment
Operating        77          %   55          %   70          %   42        %   70          %
Profit Margin
                                                                                           
(1) Excludes 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      June 30, 2013
current portion
2012 Credit Facility                          $             322,000
2013 Credit Facility (1)                      —
2012 Term Loan                                750,000
4.625% Senior Notes due 2015                  599,715
7.000% Senior Notes due 2017                  500,000
4.500% Senior Notes due 2018                  999,467
7.250% Senior Notes due 2019                  296,506
5.050% Senior Notes due 2020                  699,373
5.900% Senior Notes due 2021                  499,385
4.700% Senior Notes due 2022                  698,814
3.500% Senior Notes due 2023                  992,176
Total unsecured at American Tower Corporation $             6,357,436
Secured Tower Revenue Securities, Series      500,000
2013-1A
Secured Tower Revenue Securities, Series      1,300,000
2013-2A
Unison Notes (2)                              206,312
South African Facility (3)                    84,435
Colombian long-term credit facility (3)       69,984
Colombian bridge loans (3)                    48,737
Shareholder loans (4)                         227,150
Indian Working Capital Facility               —
Other debt, including capital leases          61,900
Total secured or subsidiary debt              $             2,498,517
Total debt                                    $             8,855,954
Cash and cash equivalents                     448,447
Net debt (total debt less cash and cash       $             8,407,507
equivalents)
                                                            
(1) On June 28, 2013, the Company terminated its $1.0 billion 2011 Credit
Facility upon the closing of the new 2013 Credit Facility. Subsequent to the
end of the second quarter, the Company used borrowings under its new 2013
Credit Facility to repay all amounts outstanding under its 2012 Credit
Facility.
(2) The Unison Notes are secured debt and were assumed as a result of the
acquisition of certain legal entities holding a portfolio of property
interests from Unison Holdings LLC and Unison Site Management II, L.L.C.
(3) Denominated in local currency.
(4) Denominated in USD, reflects balances attributable to minority shareholder
loans in the Company’s joint ventures in Colombia, Ghana and Uganda.
                                                            

                                            
Calculation of Net Leverage Ratio ($ in       Three Months Ended June 30, 2013
thousands)
Total debt                                    $            8,855,954
Cash and cash equivalents                     $            448,447
Numerator: net debt (total debt less cash     $            8,407,507
and cash equivalents)
                                              
Adjusted EBITDA                               $            523,959
Denominator: annualized Adjusted EBITDA       2,095,836
Net leverage ratio                            4.0x
                                              

                                                     
UNAUDITED SELECTED FINANCIAL INFORMATION
(In thousands, except where noted. Totals may not add due to rounding.)
                                                           
Share count rollforward:       Three Months Ended          Six Months Ended
(in millions of shares)        June 30, 2013               June 30, 2013
Total common shares,           395.6                       395.1
beginning of period
Common shares repurchased      (0.8          )             (1.0         )
Common shares issued           0.3                        1.0          
Total common shares
outstanding, end of            395.1                      395.1        
period (1)
                                                                        
(1) As of June30, 2013, excludes (a)3.8million potentially dilutive shares
associated with vested and exercisable stock options with an average exercise
price of $39.48 per share, (b)3.0million 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 (1):
                                                        
                    Three Months Ended                  Six Months Ended
                    June 30                             June 30
                    2013            2012              2013        2012
Total rental and
management
operations          $  34,442         $  39,056         $ 68,682      $ 77,559
straight-line
revenue
Total rental and
management
operations          $  7,911          $  8,294          $ 15,026      $ 18,029
straight-line
expense
                                                                        
(1) In accordance with GAAP, the Company recognizes consolidated rental and
management revenue and expense related to non-cancellable customer 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
December31, 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          Six Months Ended
                          June 30,                    June 30,
International
pass-through revenue      2013        2012          2013         2012
detail:
Pass-through revenue      $ 71,279      $ 55,344      $ 140,930      $ 103,970
                                                                       

                                              
                 Three Months Ended                Six Months Ended
                 June 30,                          June 30,
Prepaid tenant   2013          2012              2013          2012
rent detail:
Beginning        $ 212,671       $ 155,690         $ 198,792       $ 156,678
balance
Cash received    18,031          13,349            45,043          25,471
Amortization     (14,054   )     (10,503   )       (27,187   )     (23,613   )
Ending balance   $ 216,649      $ 158,536        $ 216,649      $ 158,536 
                                                                             

                                                
                       Three Months Ended            Six Months Ended
                       June 30,                      June 30,
Selling, general,
administrative and     2013         2012           2013          2012
development
expense breakout:
Total rental and
management             $ 56,733       $ 40,578       $ 109,166       $ 83,873
overhead
Network
development            2,324          1,925          5,225           2,283
services segment
overhead
Corporate and
development            24,097         21,236         49,312          44,583
expenses
Stock-based
compensation           16,649        13,109        37,253         25,693
expense
Total                  $ 99,803      $ 76,848      $ 200,956      $ 156,432
                                                                       

                                                
UNAUDITED SELECTED FINANCIAL INFORMATION
($ in thousands. Totals may not add due to rounding.)
SELECTED CASH FLOW DETAIL:
                                                     
                     Three Months Ended              Six Months Ended
                     June 30,                        June 30,
Payments for
purchase of
property and         2013          2012            2013          2012
equipment and
construction
activities:
Discretionary -      $ 72,856        $ 49,533        $ 130,126       $ 113,271
capital projects
Discretionary -
ground lease         17,060          12,475          31,860          27,189
purchases
Start-up capital     7,813           6,036           14,536          7,663
projects
Redevelopment        23,371          18,143          45,083          40,955
Capital              26,442          14,469          42,324          28,398
improvements
Corporate            9,157          4,714          16,675         8,926
Total                $ 156,700      $ 105,370      $ 280,605      $ 226,402
                                                                       

                                                             
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
Three Months Ended          and                    Adjusted          AFFO
June 30, 2013               Management             EBITDA
                            Revenue
Core Growth                 18.1     %             14.7   %          18.2  %
Estimated impact of
fluctuations in             (0.7     )%            (0.3   )%         (0.2  )%
foreign currency
exchange rates
Impact of
straight-line               (1.7     )%            (1.9   )%         —
revenue recognition
Impact of material          —                     —                1.5   %
one-time items
Reported growth             15.7     %             12.5   %          19.5  %
                                                                           
Six Months Ended
June 30, 2013
Core Growth                 19.2     %             17.1   %          19.6  %
Estimated impact of
fluctuations in             (1.4     )%            (1.0   )%         (1.4  )%
foreign currency
exchange rates
Impact of
straight-line               (1.7     )%            (1.6   )%         -
revenue recognition
Impact of material          (1.3     )%            (1.5   )%         (3.6  )%
one-time items
Reported growth             14.7     %             12.9   %          14.6  %
                                                                           

                                                             
SELECTED PORTFOLIO DETAIL – OWNED SITES:
                                                                        
Tower         As of                                                     As of
Count         March        Constructed     Acquired     Adjustments     June
(1):          31, 2013                                                  30,
                                                                        2013
United
States        22,599       96              34           (9     )        22,720
(2)
Brazil        4,370        19              93           —               4,482
Chile         1,181        4               —            (3     )        1,182
Colombia      3,041        36              26           1               3,104
Germany       2,031        —               —            —               2,031
Ghana         1,929        2               —            —               1,931
India         10,685       110             —            (21    )        10,774
Mexico        6,673        48              —            —               6,721
(3)
Peru          499          —               —            —               499
South         1,621        8               —            —               1,629
Africa
Uganda        1,044       76             —           —              1,120
Total         55,673       399             153          (32    )        56,193
                                                                        
(1) Excludes in-building and outdoor distributed antenna system networks.
(2) Includes 274 broadcast towers.
(3) 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              Six Months Ended
                  June 30,                        June 30,
                  2013          2012            2013            2012
Net income        $ 84,113        $ 33,689        $ 245,061         $ 244,047
Income from
equity method     —               (5        )     —                 (23       )
investments
Income tax
(benefit)         (11,447   )     23,815          7,775             51,063
provision
Other expense     141,660         118,623         119,369           65,762
Loss on
retirement of     2,669           —               37,967            398
long-term
obligations
Interest          100,815         100,233         212,581           195,350
expense
Interest          (1,412    )     (2,283    )     (3,126      )     (4,536    )
income
Other
operating         5,898           5,944           20,217            27,791
expenses
Depreciation,
amortization      184,608         172,072         370,412           321,727
and accretion
Stock-based
compensation      17,055         13,551         38,097           26,596    
expense
Adjusted          $ 523,959      $ 465,639      $ 1,048,353      $ 928,175 
EBITDA
Divided by        808,830        697,734        1,611,558        1,394,251 
total revenue
Adjusted          65        %     67        %     65          %     67        %
EBITDA Margin
                                                                              

                                              
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              Six Months Ended
                   June 30,                        June 30,
                   2013          2012            2013          2012
Net Income         $ 84,113        $ 33,689        $ 245,061       $ 244,047
Real estate
related
depreciation,      160,610         152,194         324,352         285,026
amortization
and accretion
Losses from
sale or
disposal of
real estate        2,401           2,195           2,670           6,010
and real
estate related
impairment
charges
Adjustments
for
unconsolidated     8,813          9,856          11,643         16,473    
affiliates and
noncontrolling
interest
NAREIT Funds
From               255,937        197,934        583,726        551,556   
Operations
Straight-line      (34,442   )     (39,056   )     (68,682   )     (77,559   )
revenue
Straight-line      7,911           8,294           15,026          18,029
expense
Stock-based
compensation       17,055          13,551          38,097          26,596
expense
Non-cash
portion of tax     (15,057   )     10,142          (9,378    )     38,287
provision
Non-real
estate related
depreciation,      23,998          19,878          46,060          36,701
amortization
and accretion
Amortization
of deferred
financing
costs,
capitalized        7,395           2,410           14,922          4,262
interest and
debt discounts
and premiums
(1)
Other expense      141,660         118,623         119,369         65,762
(2)
Loss on
retirement of      2,669           —               37,967          398
long-term
obligations
Other
operating          3,497           3,749           17,547          21,781
expense (3)
Capital
improvement
capital            (26,442   )     (14,469   )     (42,324   )     (28,398   )
expenditures
(4)
Corporate
capital            (9,157    )     (4,714    )     (16,675   )     (8,926    )
expenditures
Adjustments
for
unconsolidated      (8,813  )      (9,856  )      (11,643 )      (16,473 )
affiliates and
noncontrolling
interest
Adjusted Funds
From               $ 366,211      $ 306,486      $ 724,012      $ 632,016 
Operations
Divided by
weighted
average            399,458         398,811         399,659         398,750
diluted shares
outstanding
Adjusted Funds
From               $ 0.92          $ 0.77          $ 1.81          $ 1.58
Operations per
Share
                                                                             
(1) Includes accrued non-cash interest expense attributable to joint-venture
loans.
(2) Primarily includes unrealized loss on foreign currency exchange rate
fluctuations.
(3) Primarily includes impairments and transaction related costs.
(4) 2012 amounts adjusted to exclude the 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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