UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One):
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2020.
xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2019.
¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Commission File Number: 001-14195
AMERICAN TOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware65-0723837
(State or other jurisdiction of

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

Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices)
Telephone Number (617) 375-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Trading Symbol(s)Name of exchange on which registered
Common Stock, $0.01 par value AMTNew York Stock Exchange
1.375% Senior Notes due 2025AMT 25ANew York Stock Exchange
1.950% Senior Notes due 2026AMT 26BNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x☒    No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨☐Smaller reporting company¨☐
Emerging growth company¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨☐    No  x☒
As of April 26, 2019,22, 2020, there were 442,023,435443,306,437 shares of common stock outstanding.




AMERICAN TOWER CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 20192020


 
Page Nos.
Page Nos.
PART I. FINANCIAL INFORMATION
Item 1.
1
1
2
3
4
5
6
Item 2.
3226
Item 3.
5145
Item 4.
5145
PART II. OTHER INFORMATION
Item 1.
5347
Item 1A.
5347
Item 2.
53
Item 6.
5453
55





PART I.FINANCIAL INFORMATION
ITEM 1.UNAUDITED CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share count and per share data)
March 31, 2020December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$1,326.0  $1,501.2  
Restricted cash74.3  76.8  
Accounts receivable, net623.9  462.2  
Prepaid and other current assets480.7  513.6  
Total current assets2,504.9  2,553.8  
PROPERTY AND EQUIPMENT, net11,451.3  12,084.4  
GOODWILL5,948.8  6,178.3  
OTHER INTANGIBLE ASSETS, net11,600.6  12,318.4  
DEFERRED TAX ASSET126.4  131.8  
DEFERRED RENT ASSET1,781.8  1,771.1  
RIGHT-OF-USE ASSET6,968.3  7,357.4  
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS407.0  406.4  
TOTAL$40,789.1  $42,801.6  
LIABILITIES
CURRENT LIABILITIES:
Accounts payable$120.6  $148.1  
Accrued expenses876.4  958.2  
Distributions payable483.9  455.0  
Accrued interest148.2  209.4  
Current portion of operating lease liability476.8  494.5  
Current portion of long-term obligations2,640.0  2,928.2  
Unearned revenue408.5  294.3  
Total current liabilities5,154.4  5,487.7  
LONG-TERM OBLIGATIONS21,937.4  21,127.2  
OPERATING LEASE LIABILITY6,137.8  6,510.4  
ASSET RETIREMENT OBLIGATIONS1,321.5  1,384.1  
DEFERRED TAX LIABILITY731.0  768.3  
OTHER NON-CURRENT LIABILITIES901.0  937.0  
Total liabilities36,183.1  36,214.7  
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS541.4  1,096.5  
EQUITY (shares in thousands):
Common stock: $.01 par value; 1,000,000 shares authorized; 454,196 and 453,541 shares issued; and 443,332 and 442,890 shares outstanding, respectively4.5  4.5  
Additional paid-in capital10,255.6  10,117.7  
Distributions in excess of earnings(1,082.5) (1,016.8) 
Accumulated other comprehensive loss(4,271.7) (2,823.6) 
Treasury stock (10,864 and 10,651 shares at cost, respectively)(1,271.5) (1,226.4) 
Total American Tower Corporation equity3,634.4  5,055.4  
Noncontrolling interests430.2  435.0  
Total equity4,064.6  5,490.4  
TOTAL$40,789.1  $42,801.6  
  March 31, 2019 December 31, 2018
ASSETS    
CURRENT ASSETS:    
Cash and cash equivalents $1,004.8
 $1,208.7
Restricted cash 94.9
 96.2
Short-term investments 18.4
 —
Accounts receivable, net 473.0
 459.0
Prepaid and other current assets 471.2
 621.2
Total current assets 2,062.3
 2,385.1
PROPERTY AND EQUIPMENT, net 11,202.6
 11,247.1
GOODWILL 5,538.2
 5,501.9
OTHER INTANGIBLE ASSETS, net 11,042.8
 11,174.3
DEFERRED TAX ASSET 132.3
 157.7
DEFERRED RENT ASSET 1,588.6
 1,581.7
RIGHT-OF-USE ASSET 7,080.9
 —
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS 279.1
 962.6
TOTAL $38,926.8
 $33,010.4
LIABILITIES    
CURRENT LIABILITIES:    
Accounts payable $130.0
 $130.8
Accrued expenses 863.7
 948.3
Distributions payable 403.1
 377.4
Accrued interest 126.5
 174.5
Current portion of operating lease liability 498.4
 —
Current portion of long-term obligations 2,097.2
 2,754.8
Unearned revenue 293.0
 304.1
Total current liabilities 4,411.9
 4,689.9
LONG-TERM OBLIGATIONS 19,107.1
 18,405.1
OPERATING LEASE LIABILITY 6,316.1
 —
ASSET RETIREMENT OBLIGATIONS 1,227.2
 1,210.0
DEFERRED TAX LIABILITY 510.8
 535.9
OTHER NON-CURRENT LIABILITIES 864.4
 1,265.1
Total liabilities 32,437.5
 26,106.0
COMMITMENTS AND CONTINGENCIES 

 

REDEEMABLE NONCONTROLLING INTERESTS 589.0
 1,004.8
EQUITY (shares in thousands):    
Common stock: $.01 par value; 1,000,000 shares authorized; 452,525 and 451,617 shares issued; and 441,968 and 441,060 shares outstanding, respectively 4.5
 4.5
Additional paid-in capital 10,447.9
 10,380.8
Distributions in excess of earnings (1,226.4) (1,199.5)
Accumulated other comprehensive loss (2,672.2) (2,642.9)
Treasury stock (10,557 shares at cost) (1,206.8) (1,206.8)
Total American Tower Corporation equity 5,347.0
 5,336.1
Noncontrolling interests 553.3
 563.5
Total equity 5,900.3
 5,899.6
TOTAL $38,926.8
 $33,010.4
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.


1

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
 Three Months Ended March 31,
 20202019
REVENUES:
Property$1,973.2  $1,786.0  
Services19.9  27.4  
Total operating revenues1,993.1  1,813.4  
 OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
 Property544.1  533.0  
 Services7.9  10.4  
Depreciation, amortization and accretion472.3  436.9  
Selling, general, administrative and development expense217.8  198.1  
Other operating expenses14.2  20.1  
Total operating expenses1,256.3  1,198.5  
OPERATING INCOME736.8  614.9  
OTHER INCOME (EXPENSE):
Interest income10.1  12.4  
Interest expense(208.8) (207.5) 
Loss on retirement of long-term obligations(34.6) (0.1) 
Other (expense) income (including foreign currency (losses) gains of $(65.5) and $20.1, respectively)(63.8) 21.9  
Total other expense(297.1) (173.3) 
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES439.7  441.6  
Income tax provision(21.1) (34.0) 
NET INCOME418.6  407.6  
Net income attributable to noncontrolling interests(3.6) (10.2) 
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS415.0  397.4  
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS$415.0  $397.4  
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common stockholders$0.94  $0.90  
Diluted net income attributable to American Tower Corporation common stockholders$0.93  $0.89  
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC443,055  441,351  
DILUTED445,832  444,621  
  Three Months Ended March 31,
  2019 2018
REVENUES:    
Property $1,786.0
 $1,710.4
Services 27.4
 31.4
Total operating revenues 1,813.4
 1,741.8
 OPERATING EXPENSES:    
Costs of operations (exclusive of items shown separately below):    
 Property 533.0
 507.4
 Services 10.4
 12.5
Depreciation, amortization and accretion 436.9
 446.3
Selling, general, administrative and development expense 198.1
 204.9
Other operating expenses 20.1
 167.8
Total operating expenses 1,198.5
 1,338.9
OPERATING INCOME 614.9
 402.9
OTHER INCOME (EXPENSE):    
Interest income, TV Azteca (net of interest expense of $0.0 and $0.3, respectively) —
 2.7
Interest income 12.4
 15.4
Interest expense (207.5) (199.6)
Loss on retirement of long-term obligations (0.1) —
Other income (including foreign currency gains of $20.1 and $23.3, respectively) 21.9
 27.8
Total other expense (173.3) (153.7)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 441.6
 249.2
Income tax (provision) benefit (34.0) 31.1
NET INCOME 407.6
 280.3
Net (income) loss attributable to noncontrolling interests (10.2) 4.9
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS 397.4
 285.2
Dividends on preferred stock —
 (9.4)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS $397.4
 $275.8
NET INCOME PER COMMON SHARE AMOUNTS:    
Basic net income attributable to American Tower Corporation common stockholders $0.90
 $0.63
Diluted net income attributable to American Tower Corporation common stockholders $0.89
 $0.63
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):    
BASIC 441,351
 435,124
DILUTED 444,621
 438,520
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
  Three Months Ended March 31,
  2019 2018
Net income $407.6
 $280.3
Other comprehensive income (loss):    
Changes in fair value of cash flow hedges, each net of tax expense of $0 (0.1) 0.0
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0 0.1
 0.1
Adjustment to redeemable noncontrolling interest —
 78.8
Foreign currency translation adjustments, net of tax expense of $1.0 and $1.6, respectively 12.9
 57.6
Other comprehensive income 12.9
 136.5
Comprehensive income 420.5
 416.8
Allocation of accumulated other comprehensive income resulting from purchase of redeemable noncontrolling interest (52.4) —
Comprehensive loss attributable to noncontrolling interest 0.0
 12.1
Comprehensive income attributable to American Tower Corporation stockholders $368.1
 $428.9

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

2



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
 Three Months Ended March 31,
 20202019
Net income$418.6  $407.6  
Other comprehensive (loss) income:
Changes in fair value of cash flow hedges, each net of tax expense of $0(0.0) (0.1) 
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $00.0  0.1  
Foreign currency translation adjustments, net of tax (benefit) expense of ($0.0) and $1.0, respectively(1,343.5) 12.9  
Other comprehensive (loss) income(1,343.5) 12.9  
Comprehensive (loss) income(924.9) 420.5  
Allocation of accumulated other comprehensive income resulting from purchase of noncontrolling interest and redeemable noncontrolling interest(142.2) (52.4) 
Comprehensive loss attributable to noncontrolling interests34.0  0.0  
Comprehensive (loss) income attributable to American Tower Corporation stockholders$(1,033.1) $368.1  
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.


3

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Three Months Ended March 31, Three Months Ended March 31,
 2019 2018 20202019
CASH FLOWS FROM OPERATING ACTIVITIES    CASH FLOWS FROM OPERATING ACTIVITIES
Net income $407.6
 $280.3
Net income$418.6  $407.6  
Adjustments to reconcile net income to cash provided by operating activities    Adjustments to reconcile net income to cash provided by operating activities
Depreciation, amortization and accretion 436.9
 446.3
Depreciation, amortization and accretion472.3  436.9  
Amortization of operating leases 152.6
 —
Stock-based compensation expense 42.5
 42.7
Stock-based compensation expense47.7  42.5  
Loss on early retirement of long-term obligations 0.1
 —
Loss on early retirement of long-term obligations34.6  0.1  
Other non-cash items reflected in statements of operations 28.9
 96.8
Other non-cash items reflected in statements of operations81.6  28.9  
Increase in net deferred rent balances (5.3) (3.9)Increase in net deferred rent balances(56.2) (5.3) 
Reduction in operating lease liability (132.4) —
Right-of-use asset and Operating lease liability, netRight-of-use asset and Operating lease liability, net1.0  20.2  
Increase in assets (33.0) (95.4)Increase in assets(210.8) (33.0) 
(Decrease) increase in liabilities (112.8) 25.0
Increase (decrease) in liabilitiesIncrease (decrease) in liabilities11.2  (112.8) 
Cash provided by operating activities 785.1
 791.8
Cash provided by operating activities800.0  785.1  
CASH FLOWS FROM INVESTING ACTIVITIES    CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities (220.8) (198.5)Payments for purchase of property and equipment and construction activities(214.4) (220.8) 
Payments for acquisitions, net of cash acquired (91.1) (673.4)Payments for acquisitions, net of cash acquired(49.3) (91.1) 
Proceeds from sale of short-term investments and other non-current assets 254.9
 84.0
Proceeds from sale of short-term investments and other non-current assets5.8  254.9  
Payments for short-term investments (261.5) (478.1)Payments for short-term investments—  (261.5) 
Deposits and other (4.8) (14.6)Deposits and other4.5  (4.8) 
Cash used for investing activities (323.3) (1,280.6)Cash used for investing activities(253.4) (323.3) 
CASH FLOWS FROM FINANCING ACTIVITIES    CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facilities 1,700.0
 1,748.3
Borrowings under credit facilities2,642.3  1,700.0  
Proceeds from issuance of senior notes, net 1,241.6
 —
Proceeds from issuance of senior notes, net1,496.0  1,241.6  
Proceeds from term loan 1,300.0
 1,500.0
Proceeds from term loan750.0  1,300.0  
Proceeds from issuance of securities in securitization transaction —
 500.0
Repayments of notes payable, credit facilities, senior notes, secured debt, term loan, finance leases and capital leases (4,025.9) (2,584.9)
Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leasesRepayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases(4,351.2) (4,025.9) 
Distributions to noncontrolling interest holders, net (13.8)
(0.3)Distributions to noncontrolling interest holders, net(13.5) (13.8) 
Purchases of common stockPurchases of common stock(39.7) —  
Proceeds from stock options 27.2
 20.0
Proceeds from stock options11.1  27.2  
Distributions paid on common stock (377.1) (304.3)Distributions paid on common stock(454.9) (377.1) 
Distributions paid on preferred stock —
 (18.9)
Payment for early retirement of long-term obligationsPayment for early retirement of long-term obligations(33.5) —  
Deferred financing costs and other financing activities (76.7) (42.6)Deferred financing costs and other financing activities(88.2) (76.7) 
Purchase of redeemable noncontrolling interest (425.7) —
Purchase of redeemable noncontrolling interest(524.4) (425.7) 
Cash (used for) provided by financing activities (650.4) 817.3
Cash used for financing activitiesCash used for financing activities(606.0) (650.4) 
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash (16.6) (4.5)Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash(118.3) (16.6) 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH (205.2) 324.0
NET DECREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASHNET DECREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH(177.7) (205.2) 
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD 1,304.9
 954.9
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD1,578.0  1,304.9  
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD $1,099.7
 $1,278.9
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD$1,400.3  $1,099.7  
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.3 AND $4.7, RESPECTIVELY) $36.9
 $24.7
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.1 AND $0.3, RESPECTIVELY)CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.1 AND $0.3, RESPECTIVELY)$35.1  $36.9  
CASH PAID FOR INTEREST $249.0
 $228.6
CASH PAID FOR INTEREST$262.0  $249.0  
NON-CASH INVESTING AND FINANCING ACTIVITIES:    NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment under finance leases and perpetual easements Purchases of property and equipment under finance leases and perpetual easements $13.1  $16.0  
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities $(17.7) $(29.3)Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities$(15.0) $(17.7) 
Purchases of property and equipment under finance leases, perpetual easements and capital leases  $16.0
 $9.7
Settlement of third-party debtSettlement of third-party debt$(5.0) $—  
See accompanying notes to unaudited consolidated and condensed consolidated financial statements.

4


AMERICAN TOWER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions, share counts in thousands)
 Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated Other
Comprehensive
Loss		Distributions
in Excess of
Earnings		Noncontrolling
Interests		Total
Equity
Three Months Ended March 31, 2019 and 2020Issued
Shares		AmountSharesAmount
BALANCE, JANUARY 1, 2019451,617  $4.5  (10,557) $(1,206.8) $10,380.8  $(2,642.9) $(1,199.5) $563.5  $5,899.6  
Stock-based compensation related activity908  0.0  —  —  14.7  —  —  —  14.7  
Changes in fair value of cash flow hedges, net of tax—  —  —  —  —  (0.1) —  —  (0.1) 
Reclassification of unrealized losses on cash flow hedges to net income, net of tax—  —  —  —  —  0.1  —  —  0.1  
Foreign currency translation adjustment, net of tax—  —  —  —  —  23.1  —  (20.1) 3.0  
Distributions to noncontrolling interest—  —  —  —  —  —  —  (0.3) (0.3) 
Purchase of redeemable noncontrolling interest—  —  —  —  52.4  (52.4) —  —  —  
Impact of lease accounting standard adoption—  —  —  —  —  —  (24.7) —  (24.7) 
Common stock distributions declared—  —  —  —  —  —  (399.6) —  (399.6) 
Net income—  —  —  —  —  —  397.4  10.2  407.6  
BALANCE, MARCH 31, 2019452,525  $4.5  (10,557) $(1,206.8) $10,447.9  $(2,672.2) $(1,226.4) $553.3  $5,900.3  
BALANCE, JANUARY 1, 2020453,541  $4.5  (10,651) $(1,226.4) $10,117.7  $(2,823.6) $(1,016.8) $435.0  $5,490.4  
Stock-based compensation related activity655  0.0  —  —  (4.3) —  —  —  (4.3) 
Treasury stock activity—  —  (213) (45.1) —  —  —  —  (45.1) 
Changes in fair value of cash flow hedges, net of tax—  —  —  —  —  (0.0) —  —  (0.0) 
Reclassification of unrealized losses on cash flow hedges to net income, net of tax—  —  —  —  —  0.0  —  —  0.0  
Foreign currency translation adjustment, net of tax—  —  —  —  —  (1,305.9) —  (5.5) (1,311.4) 
Distributions to noncontrolling interest—  —  —  —  —  —  —  (1.5) (1.5) 
Purchase of redeemable noncontrolling interest—  —  —  —  142.2  (142.2) —  —  —  
Common stock distributions declared—  —  —  —  —  —  (480.7) —  (480.7) 
Net income—  —  —  —  —  —  415.0  2.2  417.2  
BALANCE, MARCH 31, 2020454,196  $4.5  (10,864) $(1,271.5) $10,255.6  $(4,271.7) $(1,082.5) $430.2  $4,064.6  
  Preferred Stock - Series B Common Stock Treasury Stock 
Additional
Paid-in
Capital
 
Accumulated Other
Comprehensive
Loss
 
Distributions
in Excess of
Earnings
 
Noncontrolling
Interest
 
Total
Equity
  Issued Shares Amount 
Issued
Shares
 Amount Shares Amount 
BALANCE, JANUARY 1, 2018 1,375
 $0.0
 437,729
 $4.4
 (8,909) $(974.0) $10,247.5
 $(1,978.3) $(1,058.1) $586.6
 $6,828.1
Stock-based compensation related activity —
 —
 756
 0.0
 —
 —
 27.3
 —
 —
 —
 27.3
Conversion of preferred stock (1,375) (0.0) 12,020
 0.1
 —
 —
 (0.1) —
 —
 —
 —
Changes in fair value of cash flow hedges, net of tax —
 —
 —
 —
 —
 —
 —
 0.0
 ���
 —
 0.0
Reclassification of unrealized losses on cash flow hedges to net income, net of tax —
 —
 —
 —
 —
 —
 —
 0.1
 —
 —
 0.1
Foreign currency translation adjustment, net of tax —
 —
 —
 —
 —
 —
 —
 64.8
 —
 15.1
 79.9
Adjustment to redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 (50.7) 78.8
 —
 —
 28.1
Distributions to noncontrolling interest —
 —
 —
 —
 —
 —
 —
 —
 —
 (0.3) (0.3)
Impact of revenue recognition standard adoption —
 —
 —
 —
 —
 —
 —
 —
 38.4
 —
 38.4
Common stock distributions declared —
 —
 —
 —
 —
 —
 —
 —
 (332.3) —
 (332.3)
Preferred stock dividends declared —
 —
 —
 —
 —
 —
 —
 —
 (18.9) —
 (18.9)
Net income —
 —
 —
 —
 —
 —
 —
 —
 285.2
 5.7
 290.9
BALANCE, MARCH 31, 2018 —
 $—
 450,505
 $4.5
 (8,909) $(974.0) $10,224.0
 $(1,834.6) $(1,085.7) $607.1
 $6,941.3
                       
BALANCE, JANUARY 1, 2019 —
 $—
 451,617
 $4.5
 (10,557) $(1,206.8) $10,380.8
 $(2,642.9) $(1,199.5) $563.5
 $5,899.6
Stock-based compensation related activity —
 —
 908
 0.0
 —
 —
 14.7
 —
 —
 —
 14.7
Changes in fair value of cash flow hedges, net of tax —
 —
 —
 —
 —
 —
 —
 (0.1) —
 —
 (0.1)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax —
 —
 —
 —
 —
 —
 —
 0.1
 —
 —
 0.1
Foreign currency translation adjustment, net of tax —
 —
 —
 —
 —
 —
 —
 23.1
 —
 (20.1) 3.0
Distributions to noncontrolling interest —
 —
 —
 —
 —
 —
 —
 —
 —
 (0.3) (0.3)
Purchase of redeemable noncontrolling interest —
 —
 —
 —
 —
 —
 52.4
 (52.4) —
 —
 —
Impact of lease accounting standard adoption —
 —
 —
 —
 —
 —
 —
 —
 (24.7) —
 (24.7)
Common stock distributions declared —
 —
 —
 —
 —
 —
 —
 —
 (399.6) —
 (399.6)
Net income —
 —
 —
 —
 —
 —
 —
 —
 397.4
 10.2
 407.6
BALANCE, MARCH 31, 2019 —
 $—
 452,525
 $4.5
 (10,557) $(1,206.8) $10,447.9
 $(2,672.2) $(1,226.4) $553.3
 $5,900.3

See accompanying notes to unaudited consolidated and condensed consolidated financial statements.
5
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)



1.1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated and condensed consolidated financial statements have been prepared by American Tower Corporation (together with its subsidiaries, “ATC” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial information included herein is unaudited. However, the Company believes that all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of its financial position and results of operations for such periods have been included herein. The consolidated and condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 (the “2018“2019 Form 10-K”). The results of operations for the three months ended March 31, 20192020 are not necessarily indicative of the results that may be expected for the entire year.

Principles of Consolidation and Basis of Presentation—The accompanying consolidated and condensed consolidated financial statements include the accounts of the Company and those entities in which it has a controlling interest. Investments in entities that the Company does not control are accounted for using the equity method or cost method,as investments in equity securities, depending upon the Company’s ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions have been eliminated. As of March 31, 2019,2020, the Company holds (i) a 51% controlling interest in each of two joint ventures, one in Ghana and one in Uganda, (MTN Group Limited holds a 49% noncontrolling interest)ATC Europe B.V. (“ATC Europe”), (ii) a 51% controlling interest in a joint venture that primarily consists of the Company’s operations in Germany and France (PGGM holds a 49% noncontrolling interest), (iii) an approximate 81% controlling interest in a subsidiary of the Company in South Africa (South African investors hold an approximate 19% noncontrolling interest) and (iv)(ii) a 79% controlling interest in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), formerly Viom Networks Limited (“Viom”), in India.

During the three months ended March 31, 2020, the Company completed the acquisition of MTN Group Limited’s (“MTN”) 49% redeemable noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. The purchase is reflected in the consolidated statements of equity as increases of $142.2 million in each of Additional Paid-in Capital and Accumulated Other Comprehensive Loss.
Change in Reportable Segments— During the fourth quarter of 2019, the Company’s Europe, Middle East and Africa (“EMEA”) property segment was divided into the Africa property segment and the Europe property segment. As a result, the Company has 6 reportable segments: U.S. property, Asia property, Africa property, Europe property, Latin America property and services, which are discussed further in note 15. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.
Significant Accounting Policies—The Company’s significant accounting policies are described in note 1 to the Company’s consolidated financial statements included in the 20182019 Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2019, except the adoption of new lease accounting guidance, as discussed below.2020.

Cash and Cash Equivalents and Restricted Cash—The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows:
Three Months Ended March 31,
20202019
Cash and cash equivalents$1,326.0  $1,004.8  
Restricted cash74.3  94.9  
Total cash and cash equivalents and restricted cash$1,400.3  $1,099.7  
 Three Months Ended March 31,
 2019 2018
Cash and cash equivalents$1,004.8
 $1,125.4
Restricted cash94.9
 153.5
Total cash and cash equivalents and restricted cash$1,099.7
 $1,278.9

LeaseRevenue—The new lease standard requires leases to be accounted for using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor forCompany’s revenue is derived from leasing the right to use its communications sites and the underlying asset duringland on which the lease term. The lessee recognizes a corresponding right-of-use asset related to this right.

On January 1, 2019,sites are located (the “lease component”) and from the reimbursement of costs incurred by the Company elected to adoptin operating the new lease standard usingcommunications sites and supporting the modified retrospective method applied to lease arrangements that were in place on the transition date. Results for reporting periods beginning January 1, 2019 are presented under the new standard, while prior-period amounts are not adjustedtenants’ equipment as well as other services and continue to be reported in accordance with accounting under the previously applicable guidance.
The Company elected certain available practical expedients which permit the adopter to not reassess certain items upon adoption, including: (i) whether any existing contracts are or contain leases, (ii) the classification of existing leases and (iii) initial direct costs for existing leases. The Company also elected the practical expedient related to easements, which permits carryforward accounting treatment for land easements on existing agreements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

The Company recorded a net increase to opening Distributions in excess of earnings in its consolidated balance sheet of $24.7 million as of January 1, 2019 due to the cumulative impact of adopting the new lease standard. This adjustment related to right-of-use asset impairments. The Company also recorded a lease liability of $6.9 billion and a corresponding right-of-use asset of $7.1 billion upon adoption of the new lease standard. Thosecontractual rights and obligations are primarily related to operating leases for ground space underneath the Company’s communications sites. The right-of-use assets recorded include, among other items, amounts previously classified as prepaid rent, deferred lease acquisition costs, fair value adjustments on acquired leases and long-term deferred rent obligations. Finance leases, which primarily relate to towers, equipment and vehicles, were largely unchanged. There was no significant change to the Company’s consolidated statement of operations resulting from the adoption of this standard.
The Company did not elect the practical expedient for short-term leases, which permits an adopter to not apply the lease standard to leases with a remaining maturity of one year or less, and applied the new lease accounting standard to all leases, including short-term leases.
In conjunction with the adoption of the new lease accounting guidance, the Company applied the lessor and lessee practical expedient and no longer separates lease and non-lease components within a lease agreement when the timing and pattern of revenue recognition for the components are the same and the combined single lease component is classified as an operating lease. Certain amounts, such as power and fuel and common area maintenance, which were previously reported as non-lease revenue, are now accounted for as lease revenue. Accordingly, the Company has reclassified certain prior-period amounts within its disclosures.

Revenue—(the “non-lease component”). Most of the Company’s revenue is derived from leasing arrangements and is accounted for as lease revenue unless the timing and pattern of revenue recognition of the non-lease component differs from the lease components.component. If the timing and pattern of the non-lease component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone selling prices and pattern of revenue recognition for
6
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
each performance obligation. Revenue related to distributed antenna system (“DAS”) networks and fiber results from agreements with tenants that are not leases.

Non-lease revenue—Non-lease revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements require that the Company provide the tenant the right to use the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis. There were no material changes in the receivables, contract assets and contract liabilities from contracts with tenants for the three months ended March 31, 2020.
Services revenue—The Company offers tower-related services in the United States. These services include site acquisition, zoning and permitting (“AZP”) and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.

A summary of non-lease revenue disaggregated by source and geography is as follows:
Three Months Ended March 31, 2020U.S.AsiaAfricaEuropeLatin
America		Total
Non-lease property revenue$58.6  $2.2  $2.9  $1.5  $32.9  $98.1  
Services revenue19.9  —  —  —  —  19.9  
Total non-lease revenue$78.5  $2.2  $2.9  $1.5  $32.9  $118.0  
Property lease revenue1,031.3  284.4  222.6  33.0  303.8  1,875.1  
Total revenue$1,109.8  $286.6  $225.5  $34.5  $336.7  $1,993.1  
Three Months Ended March 31, 2019 U.S. Asia EMEA 
Latin
America
 Total
Non-lease property revenue $58.8
 $2.4
 $1.6
 $35.0
 $97.8
Services revenue 27.4
 —
 —
 —
 27.4
Total non-lease revenue $86.2
 $2.4
 $1.6
 $35.0
 $125.2
Property lease revenue 927.5
 286.5
 175.9
 298.3
 1,688.2
Total revenue $1,013.7
 $288.9
 $177.5
 $333.3
 $1,813.4

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

Three Months Ended March 31, 2018 (1) U.S. Asia EMEA 
Latin
America
 Total
Non-lease property revenue $63.1
 $1.9
 $0.6
 $23.7
 $89.3
Services revenue 31.4
 —
 —
 —
 31.4
Total non-lease revenue $94.5
 $1.9
 $0.6

$23.7
 $120.7
Property lease revenue 868.3
 271.1
 173.6
 308.1
 1,621.1
Total revenue $962.8
 $273.0
 $174.2
 $331.8
 $1,741.8
_______________
(1)Prior-period amounts adjusted with the adoption of the new lease accounting guidance, as applicable.

Information about receivables, contract assets and contract liabilities from contracts with tenants is as follows:
  March 31, 2019 December 31, 2018 (1)
Accounts receivable $91.9
 $92.6
Prepaids and other current assets 7.7
 7.7
Notes receivable and other non-current assets 21.3
 22.2
Unearned revenue (2) 43.2
 35.0
Other non-current liabilities (3) 54.1
 54.1
_______________
(1)Prior-period amounts adjusted with the adoption of the new lease accounting guidance, as applicable.
(2)Excludes $55.9 million and $55.0 million of capital contributions related to DAS networks as of March 31, 2019 and December 31, 2018, respectively.
(3)Excludes $302.6 million and $313.6 million of capital contributions related to DAS networks as of March 31, 2019 and December 31, 2018, respectively.

The Company records unearned revenue when payments are received from tenants in advance of the completion of the Company’s performance obligations. Long-term unearned revenue is included in Other non-current liabilities. The increase in the Unearned revenue for the three months ended March 31, 2019 is due to payments received, offset by $14.1 million of revenue recognized this period that was included in the Unearned revenue balance as of December 31, 2018. During the three months ended March 31, 2018, the Company recognized $10.4 million of revenue from the Unearned revenue balance as of January 1, 2018. The Company also recognized revenues of $14.5 million and $13.8 million for capital contributions related to DAS networks during the three months ended March 31, 2019 and 2018, respectively. There was $0.1 million of revenue recognized from Other non-current liabilities during each of the three months ended March 31, 2019 and 2018.

The Company records unbilled receivables, which are included in Prepaids and other current assets, when it has completed a performance obligation prior to its ability to bill under the customer arrangement. Other contract assets are included in Notes receivable and other non-current assets. The decrease in unbilled receivables attributable to revenue recognized during each of the three months ended March 31, 2019 and 2018 was less than $0.1 million. The change in contract assets attributable to revenue recognized during the three months ended March 31, 2019 and 2018 was $0.8 million and less than $0.1 million, respectively.

Three Months Ended March 31, 2019U.S.AsiaAfricaEuropeLatin
America		Total
Non-lease property revenue$58.8  $2.4  $0.8  $0.8  $35.0  $97.8  
Services revenue27.4  —  —  —  —  27.4  
Total non-lease revenue$86.2  $2.4  $0.8  $0.8  $35.0  $125.2  
Property lease revenue927.5  286.5  143.2  32.7  298.3  1,688.2  
Total revenue$1,013.7  $288.9  $144.0  $33.5  $333.3  $1,813.4  
Accounting Standards Updates

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance that modifies how entities measure credit losses on most financial instruments. The new guidance replaces the current "incurred loss" model with an "expected credit loss" model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. Operating lease receivables are not within the scope of this guidance. Effective January 1, 2020, the Company adopted the new guidance using the modified retrospective approach. There was no cumulative-effect adjustment to Distributions in excess of earnings on the consolidated balance sheet as of the effective date. The adoption of this guidance did not have a material impact on the Company’s financial statements. Results for reporting periods beginning January 1, 2020 are presented under the new standard, while prior-period amounts are not adjusted and continue to be reported in accordance with accounting under the previously applicable guidance.

In January 2017, the FASB issued guidance on accounting for goodwill impairments. The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates afterEffective January 1, 2017.2020, the Company adopted the new guidance on a prospective basis. The Company does not expect the adoption of this guidance todid not have a material impact on the Company’s financial statements.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)7

2.    PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
 As of
 March 31, 2019 December 31, 2018
Unbilled receivables$131.3
 $126.1
Prepaid income tax102.2
 125.1
Value added tax and other consumption tax receivables85.1
 86.3
Prepaid assets54.0
 40.5
Prepaid operating ground leases—
 165.0
Other miscellaneous current assets98.6
 78.2
Prepaids and other current assets$471.2
 $621.2

The reduction in Prepaid operating ground leases is a result of the reclassification of assets to the Right-of-use asset in connection with the Company’s adoption of the new lease accounting standard.

3.    PROPERTY AND EQUIPMENT
Property and equipment (including assets held under financing leases) consisted of the following:
 Estimated Useful  Lives (years) (1) As of
  March 31, 2019 December 31, 2018
TowersUp to 20 $12,850.9
 $12,777.9
Equipment (2)2 - 20 1,700.7
 1,667.3
Buildings and improvements3 - 32 632.6
 628.5
Land and improvements (3)Up to 20 2,318.3
 2,285.4
Construction-in-progress  364.8
 358.1
Total  17,867.3
 17,717.2
Less accumulated depreciation  (6,664.7) (6,470.1)
Property and equipment, net  $11,202.6
 $11,247.1
_______________
(1)Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
(2)Includes fiber and DAS assets.
(3)Estimated useful lives apply to improvements only.

Depreciation expense for the three months ended March 31, 2019 and 2018 was $223.7 million and $222.5 million, respectively. Included in depreciation expense for the three months ended March 31, 2019 was $42.4 million related to finance lease assets.

As of December 31, 2018, property and equipment included $4,369.5 million of capital lease assets with related equipment and improvements and $1,016.2 million of accumulated depreciation.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

2. PREPAID AND OTHER CURRENT ASSETS
Information about finance lease-related balances is as follows:Prepaid and other current assets consisted of the following:
As of
March 31, 2020December 31, 2019
Prepaid assets$71.4  $56.8  
Prepaid income tax188.1  185.8  
Unbilled receivables101.8  142.3  
Value added tax and other consumption tax receivables59.3  71.3  
Other miscellaneous current assets60.1  57.4  
Prepaid and other current assets$480.7  $513.6  
    As of
Finance leases: Classification March 31, 2019
Property and equipment Towers $2,780.9
Accumulated depreciation   (1,042.6)
Property and equipment, net   1,738.3
     
Property and equipment Buildings and improvements $171.1
Accumulated depreciation   (60.4)
Property and equipment, net   $110.7
     
Property and equipment Land $130.3
     
Property and equipment Equipment $38.1
Accumulated depreciation   (9.6)
Property and equipment, net   $28.5

As of March 31, 2019, the Company had $1,458.1 million of perpetual land easements which are not depreciable.

4.3. LEASES-50-3, 842-20-50-9]

The Company determines if an arrangement is a lease at the inception of the agreement. The Company determinesconsiders an arrangement isto be a lease if it conveys the right to control the use of the communications site or ground space underneath a communications site for a period of time in exchange for consideration. The Company is both a lessor and a lessee.
Lessor—TheDuring the three months ended March 31, 2020, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2019 Form 10-K and there were no material changes in the terms and provisions of the Company’s leases in which the Company is a lessor in most of its revenue arrangements, as property revenue is derived from tenant leases of specifically-identified, physically distinct space on the Company’s communications real estate assets. The Company’s lease arrangements with its tenants vary depending upon the region and the industry of the tenant and generally have initial non-cancellable terms of five to ten years with multiple renewal terms. The leases also contain provisions that periodically increase the rent due, typically annually, based on a fixed escalation percentage or an inflationary index, or a combination of both. The Company structures its leases to include financial penalties if a tenant terminates the lease, which serve to disincentivize tenants from terminating the lease prior to the expiration of the lease term.
The Company’s leasing arrangements outside of the U.S. may require that the Company provide power to the communications site through an electrical grid connection, diesel fuel generators or other sources and permit the Company to pass through the costs of, or otherwise charge for, these services. Many arrangements require that the communications site has power for a specified percentage of time. In most cases, if delivery of power falls below the specified service level, a corresponding reduction in revenue is recorded. The Company has determined that this performance obligation is satisfied over time for the duration of the lease.
The Company typically has more than one tenant on a site and, by performing repair and maintenance work, can often lease a site, either through renewing existing agreements or leasing to new tenants, for periods beyond the existing tenant lease term. Accordingly, the Company has minimal risk with respect to the residual value of its leased assets. Communications sites are depreciated over their estimated useful lives, which generally does not exceed twenty years.
lessee. As of March 31, 2019,2020, the Company does not have any material related party leases as either a lessor. The Company generally does not enter into sales-type leaseslessor or direct financing leases. The Company’s leases generally do not include any incentives for the lessee and do not include any lessee purchase options. The Company assesses its right-of-use asset and other lease-related assets for impairment, as described in note 1 to the Company’s consolidated financial statements included in the 2018 Form 10-K. As of March 31, 2019, there was no impairment recorded related to these assets.a lessee.



AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

Lessor— Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue. Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 20192020 were as follows:
Fiscal Year  Amount (1)Fiscal Year   Amount (1)
Remainder of 2019 $3,987.3
2020 5,143.4
Remainder of 2020Remainder of 2020$4,296.4  
2021 4,739.9
20215,519.8  
2022 3,821.5
20224,915.3  
2023 3,516.4
20234,734.1  
202420244,513.4  
Thereafter 13,254.4
Thereafter18,723.6  
Total $34,462.9
Total$42,702.6  
_______________
(1)
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods. 

Future minimum rental receipts expected under non-cancellable operating lease agreements in effect at December 31, 2018 were as follows:
Year Ended December 31,  Amount (1)
2019 $5,251.2
2020 5,062.2
2021 4,676.1
2022 3,754.6
2023 3,457.3
Thereafter 12,641.1
Total $34,842.5
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.    

Lessee—The Company enters into arrangementsassesses its right-of-use asset and other lease-related assets for impairment, as a lessee primarily for ground space underneath its communications sites. These arrangements are typically long-term lease agreements with initial non-cancellable terms of approximately five to ten years with one or more automatic or exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options. The Company typically exercises its ground lease renewal options in order to provide ongoing tenant space on its communications sites through the end of the tenant lease term. Escalation clauses present in operating leases, excluding those tied to a consumer price index (“CPI”) or other inflation-based indices, are recognized on a straight-line basis over the estimated lease term of the applicable lease. Additionally, the escalations tied to CPI or another inflation-based index are considered variable lease payments. In certain circumstances, the Company enters into revenue sharing arrangements with the ground space owner, which results in variability in lease payments. In most markets outside of the U.S., in the event there are no tenants on the communications site, the Company generally has unilateral termination rights and in certain situations, the lease is structured to allow for termination by the Company with minimal or no penalties. Ground lease arrangements usually include annual escalations and do not contain any residual value guarantees or restrictions on dividends, other financial obligations or other similar terms. The Company has entered into certain transactions whereby at the end of a lease, sublease or similar arrangement, the Company has the option to purchase the corresponding communications sites. These transactions are further described in note 15.
The Company’s lease liability is the present value of the remaining minimum rental payments1 to be made over the remaining lease term, including renewal options reasonably certain to be exercised. The Company also considers termination options and factors those into the determination of lease payments when appropriate. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life (generally 20 years) and the respective lease terms of the Company’s tenants underconsolidated financial statements included in the existing lease arrangements on such site.
As of2019 Form 10-K. There were no material impairments recorded related to these assets during the adoption date and new lease inception, the Company’s right-of-use asset is equal to its lease liability, plus payments made prior to the commencement date and initial direct costs, net of any impairment losses, lease incentives,
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

fair value adjustments on acquired leases and deferred rent amount recorded under the prior lease accounting guidance. As ofthree months ended March 31, 2019, the Company does not have any material related party leases as a lessee. The Company does not have any sale-leaseback arrangements as lessee2020 and typically does not enter into leveraged leases.March 31, 2019.
The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of March 31, 2019,2020, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet.
Information about other lease-related balances as of March 31, 2019 is as follows:
Operating leases:  
Right-of-use asset $7,080.9
   
Current portion of lease liabilities $498.4
Lease liabilities 6,316.1
Total operating lease liabilities $6,814.5
   
Finance leases:  
Current portion of lease liabilities $6.5
Lease liabilities 21.8
Total finance lease liabilities $28.3
As most of the Company’s leases do not specifically state an implicit rate, the Company uses a market-specific incremental borrowing rate consistent with the There were no material changes in finance lease term as of the lease commencement date when calculating the present value of remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain taking into consideration the economic factors noted above.
The weighted-average remaining lease terms and incremental borrowing rates as of March 31, 2019 are as follows:
Operating leases:
Weighted-average remaining lease term (years)13.0
Weighted-average incremental borrowing rate6.1%
Finance leases:
Weighted-average remaining lease term (years)9.2
Weighted-average incremental borrowing rate6.0%

The following table sets forth the components of lease cost forassets during the three months ended March 31, 2019:2020.
8
Operating lease cost $255.0
Variable lease costs not included in lease liability (1) 52.3
   
Finance lease cost:  
Amortization of right-of-use asset $1.8
Interest on lease liabilities 0.4
Total finance lease cost $2.2
_______________
(1)Includes property tax paid on behalf of the landlord.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

Information about other lease-related balances is as follows:
As of
March 31, 2020December 31, 2019
Operating leases:
Right-of-use asset$6,968.3  $7,357.4  
Current portion of lease liability$476.8  $494.5  
Lease liability6,137.8  6,510.4  
Total operating lease liability$6,614.6  $7,004.9  
The weighted-average remaining lease terms and incremental borrowing rates are as follows:
As of
March 31, 2020December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)13.413.1
Weighted-average incremental borrowing rate5.9 %6.1 %
The following table sets forth the components of lease cost:
Three Months Ended March 31,
20202019
Operating lease cost$250.7  $255.0  
Variable lease costs not included in lease liability (1)61.4  52.3  
_______________
(1) Includes property tax paid on behalf of the landlord.
Supplemental cash flow information foris as follows:
Three Months Ended March 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(252.0) $(234.9) 
Non-cash items:
New operating leases (1)$50.1  $62.1  
Operating lease modifications and reassessments (2)$96.9  $30.1  
_______________
(1) Amount includes new operating leases and leases acquired in connection with acquisitions.
(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2019 is as follows:
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $(234.9)
Operating cash flows from finance leases $(0.3)
Financing cash flows from finance leases $(1.3)
   
Non-cash items:  
New operating leases $62.1
Operating lease modifications and reassessments $30.1

2020.
As of March 31, 2019,2020, the Company does not have material operating or financing leases that have not yet commenced.

Maturities of operating and finance lease liabilities as of March 31, 2019 were as follows:
9
Fiscal Year Operating Lease (1) Finance Lease (1)
Remainder of 2019 $658.0
 $6.0
2020 870.7
 6.8
2021 853.1
 3.9
2022 813.3
 3.3
2023 773.6
 2.0
Thereafter 6,137.5
 24.8
Total lease payments 10,106.2
 46.8
Less amounts representing interest (3,291.7) (18.5)
Total lease liabilities 6,814.5
 28.3
Less current portion of lease liabilities (498.4) (6.5)
Non-current lease liabilities $6,316.1
 $21.8
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

Future minimum rental payments under non-cancellable operating leases as of December 31, 2018 is as follows:
Year Ended December 31,  Amount (1)
2019 $926.0
2020 904.2
2021 879.8
2022 834.2
2023 792.6
Thereafter 6,173.1
Total $10,509.9
_______________
(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

Future minimum rental payments under capital leases in effectMaturities of operating lease liabilities as of DecemberMarch 31, 20182020 were as follows:
Year Ended December 31,  Amount (1)
2019 $40.7
2020 32.7
Fiscal YearFiscal YearOperating Lease (1)
Remainder of 2020Remainder of 2020$629.5  
2021 27.8
2021827.7  
2022 23.7
2022797.3  
2023 19.2
2023765.4  
20242024730.5  
Thereafter 117.5
Thereafter5,942.7  
Total 261.6
Total lease paymentsTotal lease payments9,693.1  
Less amounts representing interest (82.1)Less amounts representing interest(3,078.5) 
Present value of capital lease obligations $179.5
Total lease liabilityTotal lease liability6,614.6  
Less current portion of lease liabilityLess current portion of lease liability(476.8) 
Non-current lease liabilityNon-current lease liability$6,137.8  
_______________
(1)
(1) Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

Included in the future minimum rental payments under capital leases and amounts representing interest as of December 31, 2018 were $220.3 million and $69.3 million, respectively, related to perpetual land easements, which are not accounted for as finance leases under the new lease accounting standard.

5.4. GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying value of goodwill for each of the Company’s business segments were as follows:
PropertyServicesTotal
 Property Services Total U.S.AsiaAfricaEuropeLatin AmericaServicesTotal
 U.S. Asia EMEA Latin America 
Balance as of January 1, 2019 $3,382.5
 $1,045.5
 $381.3
 $690.6
 $2.0
 $5,501.9
Balance as of January 1, 2020Balance as of January 1, 2020$3,415.3  $1,021.8  $790.2  $256.2  $692.8  $2.0  $6,178.3  
Additions and adjustments (1) 30.1
 —
 —
 —
 —
 30.1
Additions and adjustments (1)—  —  (0.1) —  —  —  (0.1) 
Effect of foreign currency translation —
 9.2
 (6.8) 3.8
 —
 6.2
Effect of foreign currency translation—  (57.4) (35.4) (4.1) (132.5) —  (229.4) 
Balance as of March 31, 2019 $3,412.6
 $1,054.7
 $374.5
 $694.4
 $2.0
 $5,538.2
Balance as of March 31, 2020Balance as of March 31, 2020$3,415.3  $964.4  $754.7  $252.1  $560.3  $2.0  $5,948.8  
_______________
(1)Additions consist of $30.9 million resulting from 2019 acquisitions offset by $0.8
(1) Additions consist of $0.1 million from revisions to prior-year acquisitions due to measurement period adjustments.

The Company’s other intangible assets subject to amortization consisted of the following:
  As of March 31, 2019 As of December 31, 2018  As of March 31, 2020As of December 31, 2019
Estimated Useful
Lives (years)		 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net Book
Value
 Estimated Useful
Lives (years)		Gross
Carrying
Value		Accumulated
Amortization		Net Book
Value		Gross
Carrying
Value		Accumulated
Amortization		Net Book
Value
Acquired network location intangibles (1)Up to 20 $4,780.2
 $(1,762.3) $3,017.9
 $4,780.3
 $(1,704.9) $3,075.4
Acquired network location intangibles (1)Up to 20$4,967.0  $(1,938.8) $3,028.2  $5,150.8  $(1,920.4) $3,230.4  
Acquired tenant-related intangibles15-20 11,212.8
 (3,278.0) 7,934.8
 11,156.5
 (3,147.2) 8,009.3
Acquired tenant-related intangiblesUp to 2012,193.2  (3,707.5) 8,485.7  12,674.1  (3,674.6) 8,999.5  
Acquired licenses and other intangibles3-20 105.3
 (15.2) 90.1
 104.1
 (14.5) 89.6
Acquired licenses and other intangibles3-2093.9  (7.2) 86.7  106.7  (18.2) 88.5  
Total other intangible assets $16,098.3
 $(5,055.5) $11,042.8
 $16,040.9
 $(4,866.6) $11,174.3
Total other intangible assets$17,254.1  $(5,653.5) $11,600.6  $17,931.6  $(5,613.2) $12,318.4  
_______________
(1)
(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired communications sites. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals.
10
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives. As of March 31, 2019,2020, the remaining weighted average amortization period of the Company’s intangible assets was 1415 years. Amortization of intangible assets for the three months ended March 31, 2020 and 2019 and 2018 was $192.7$217.5 million and $202.4$192.7 million, respectively. Based on current exchange rates, the Company expects to record amortization expense as follows over the remaining current year and the five subsequent years:
Fiscal YearAmount
Remainder of 2020$628.4  
2021822.7  
2022818.8  
2023815.2  
2024806.3  
2025790.8  
Fiscal Year Amount
Remainder of 2019 $586.7
2020 763.4
2021 746.9
2022 742.5
2023 738.2
2024 734.9

6.    NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS
Notes receivable and other non-current assets consisted of the following:
 As of
 March 31, 2019 December 31, 2018
Long-term prepaid ground rent—
 607.5
Notes receivable0.9
 1.0
Other miscellaneous assets278.2
 354.1
Notes receivable and other non-current assets$279.1
 $962.6

The reduction in Long-term prepaid ground rent is a result of the reclassification of assets to the Right-of-use asset in connection with the Company’s adoption of the new lease accounting standard.

7.5. ACCRUED EXPENSES
Accrued expenses consisted of the following:
As of
March 31, 2020December 31, 2019
Accrued construction costs$19.4  $27.8  
Accrued income tax payable72.7  55.2  
Accrued pass-through costs64.5  74.2  
Amounts payable to tenants67.5  77.9  
Accrued property and real estate taxes196.0  198.1  
Accrued rent72.6  75.6  
Accrued treasury stock repurchases5.4  —  
Payroll and related withholdings64.1  102.4  
Other accrued expenses314.2  347.0  
Total accrued expenses$876.4  $958.2  
11
 As of
 March 31, 2019 December 31, 2018
Accrued property and real estate taxes$177.1
 $169.7
Accrued pass-through costs80.1
 71.2
Amounts payable to tenants78.2
 93.5
Accrued rent69.6
 61.4
Payroll and related withholdings60.5
 90.4
Accrued construction costs28.1
 41.5
Accrued income tax payable23.3
 57.9
Accrued pass-through taxes9.5
 2.2
Other accrued expenses337.3
 360.5
Total accrued expenses$863.7
 $948.3

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

8.6. LONG-TERM OBLIGATIONS

Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums, debt issuance costs and fair value adjustments due to interest rate swaps consisted of the following:
As of
As of March 31, 2020December 31, 2019Maturity Date
March 31, 2019 December 31, 2018 Maturity Date
2018 Term Loan (1) (2)$—
 $1,499.8
 March 29, 2019
2019 364-Day Term Loan (1) (2)2019 364-Day Term Loan (1) (2)$—  $999.9  N/A
2020 Term Loan (1)2020 Term Loan (1)749.9  —  February 12, 2021
2019 Multicurrency Credit Facility (1) (3)2019 Multicurrency Credit Facility (1) (3)965.4  700.0  June 28, 2023
2019 Term Loan (1)1,299.4
 —
 February 13, 20202019 Term Loan (1)995.4  995.2  January 31, 2025
2013 Credit Facility (1)2,340.0
 1,875.0
 June 28, 2022
2013 Term Loan (1)995.0
 994.8
 January 31, 2024
2014 Credit Facility (1)—
 —
 January 31, 2024
3.40% senior notes (3)—
 1,000.0
 February 15, 2019
2019 Credit Facility (1)2019 Credit Facility (1)1,415.0  1,600.0  January 31, 2025
2.800% senior notes748.2
 747.8
 June 1, 20202.800% senior notes749.7  749.4  June 1, 2020
5.050% senior notes (4)698.9
 698.7
 September 1, 2020
3.300% senior notes747.5
 747.2
 February 15, 20213.300% senior notes748.8  748.5  February 15, 2021
3.450% senior notes646.7
 646.3
 September 15, 20213.450% senior notes648.0  647.7  September 15, 2021
5.900% senior notes498.5
 498.4
 November 1, 2021
5.900% senior notes (4)5.900% senior notes (4)—  498.9  N/A
2.250% senior notes578.9
 572.7
 January 15, 20222.250% senior notes605.7  592.1  January 15, 2022
4.70% senior notes697.6
 697.4
 March 15, 20224.70% senior notes698.4  698.2  March 15, 2022
3.50% senior notes993.0
 992.6
 January 31, 20233.50% senior notes994.7  994.3  January 31, 2023
3.000% senior notes694.1
 687.5
 June 15, 20233.000% senior notes723.9  704.9  June 15, 2023
5.00% senior notes1,002.2
 1,002.1
 February 15, 20245.00% senior notes1,001.6  1,001.7  February 15, 2024
3.375% senior notes643.5
 —
 May 15, 20243.375% senior notes644.7  644.4  May 15, 2024
2.950% senior notes2.950% senior notes641.7  641.3  January 15, 2025
2.400% senior notes2.400% senior notes744.2  —  March 15, 2025
1.375% senior notes552.2
 564.0
 April 4, 20251.375% senior notes544.5  553.0  April 4, 2025
4.000% senior notes742.3
 742.1
 June 1, 20254.000% senior notes743.5  743.2  June 1, 2025
4.400% senior notes496.2
 496.1
 February 15, 20264.400% senior notes496.7  496.6  February 15, 2026
1.950% senior notes554.0
 566.0
 May 22, 20261.950% senior notes545.8  554.4  May 22, 2026
3.375% senior notes986.7
 986.3
 October 15, 20263.375% senior notes988.3  987.9  October 15, 2026
3.125% senior notes397.4
 397.3
 January 15, 20273.125% senior notes397.7  397.6  January 15, 2027
2.750% senior notes2.750% senior notes743.7  743.5  January 15, 2027
3.55% senior notes743.6
 743.5
 July 15, 20273.55% senior notes744.3  744.1  July 15, 2027
3.600% senior notes692.1
 691.9
 January 15, 20283.600% senior notes692.8  692.6  January 15, 2028
3.950% senior notes588.9
 —
 March 15, 20293.950% senior notes589.8  589.6  March 15, 2029
3.800% senior notes3.800% senior notes1,632.1  1,631.7  August 15, 2029
2.900% senior notes2.900% senior notes741.1  —  January 15, 2030
3.700% senior notes3.700% senior notes591.8  591.8  October 15, 2049
Total American Tower Corporation debt18,336.9
 17,847.5
 Total American Tower Corporation debt21,779.2  20,942.5  
    
Series 2013-2A securities (5)1,293.8
 1,293.4
 March 15, 2023Series 2013-2A securities (5)1,295.4  1,295.0  March 15, 2023
Series 2018-1A securities (5)493.7
 493.5
 March 15, 2028Series 2018-1A securities (5)494.0  493.8  March 15, 2028
Series 2015-1 notes (6)349.0
 348.8
 June 15, 2020Series 2015-1 notes (6)349.9  349.6  June 15, 2020
Series 2015-2 notes (7)520.9
 520.8
 June 16, 2025Series 2015-2 notes (7)521.6  521.4  June 16, 2025
India indebtedness (8)—
 240.1
 Various
India preference shares (9)—
 23.9
 March 2, 2020
Shareholder loan (10)53.4
 59.9
 December 31, 2019
Other subsidiary debt (11)128.3
 152.5
 Various
Other subsidiary debt (8)Other subsidiary debt (8)111.7  422.4  Various
Total American Tower subsidiary debt2,839.1
 3,132.9
 Total American Tower subsidiary debt2,772.6  3,082.2  
Finance and capital lease obligations28.3
 179.5
 
Finance lease obligationsFinance lease obligations25.6  30.7  
Total21,204.3
 21,159.9
 Total24,577.4  24,055.4  
Less current portion of long-term obligations(2,097.2) (2,754.8) Less current portion of long-term obligations(2,640.0) (2,928.2) 
Long-term obligations$19,107.1
 $18,405.1
 Long-term obligations$21,937.4  $21,127.2  
_______________
(1)Accrues interest at a variable rate.
(2)Repaid in full on February 14, 2019 using proceeds from the 2019 Term Loan (as defined below) and cash on hand.
(1) Accrues interest at a variable rate.
(2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand.
(3) As of March 31, 2020 reflects borrowings denominated in Euro (“EUR”).
(4) Repaid in full on January 15, 2020 with borrowings from the 2019 Credit Facility and cash on hand.
(5) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
12
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

(3)Repaid in full on the maturity date in February 2019 with borrowings from the 2013 Credit Facility and the 2014 Credit Facility (each defined below).
(4)Repaid in full on April 22, 2019 with borrowings from the 2014 Credit Facility and cash on hand.
(5)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
(6)(6) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.
(7)Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(8)Denominated in Indian Rupees (“INR”). Included India working capital facilities, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 12) and debt that has been entered into by ATC TIPL. During the three months ended March 31, 2019, the Company repaid all remaining debt assumed in connection with the Viom Acquisition and debt entered into by ATC TIPL.
(9)Mandatorily redeemable preference shares (the “Preference Shares”) denominated in INR and classified as debt. The Preference Shares were redeemed on March 2, 2019.
(10)Reflects balance owed to the Company’s joint venture partner in Ghana. The Ghana loan is denominated in Ghanaian Cedi (“GHS”).
(11)Includes the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021, the Brazil credit facility, which is denominated in Brazilian Reais and amortizes through January 15, 2022, the Kenya debt, which is denominated in U.S. Dollars (“USD”) and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii) three years from the note origination date, and U.S. subsidiary debt related to a seller-financed acquisition.

(7) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
(8) Includes the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021, debt entered into by the Company’s Kenyan subsidiary in connection with an acquisition of sites in Kenya, which is denominated in U.S. Dollars (“USD”) and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii) three years from the note origination date, U.S. subsidiary debt related to a seller-financed acquisition and debt entered into by certain Eaton Towers subsidiaries acquired in connection with the Eaton Towers Acquisition (as defined in note 14) (the “Eaton Towers Debt”), which is denominated in multiple currencies, including USD, EUR, Kenyan Shilling (“KES”) and West African CFA Franc. During the three months ended March 31, 2020, the Company repaid all of the outstanding Eaton Towers Debt denominated in USD and KES. Subsequent to March 31, 2020, the Company repaid an additional 24.5 million EUR (approximately $26.8 million at the date of payment) of the outstanding Eaton Towers Debt. As of December 31, 2019, included the Brazil credit facility, which was denominated in Brazilian Reais and was repaid on March 6, 2020.

Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) $1.3 billion$750.0 million under its unsecured term loan entered into on February 14, 201913, 2020 (the “2019“2020 Term Loan”), (ii) $698.9$750.0 million under the 5.050%aggregate principal amount of 2.800% senior unsecured notes due 2020, (the “5.050% Notes”) and (iii) 294.4$350.0 million GHS ($53.4 million)aggregate principal amount of the shareholder loan owed to the Company’s joint venture partnerAmerican Tower Secured Revenue Notes, Series 2015-1, Class A, issued by GTP Acquisition Partners I, LLC in Ghana.a private securitization transaction in May 2015, with an anticipated repayment date in 2020 and (iv) $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021.

Securitized Debt—Cash flows generated by the sites that secure the securitized debt of the Companyare only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to payservice the securitized debt and other obligations arising out of the securitizations. The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries.

Repayments of Senior Notes
Repayment of 3.40%5.900% Senior Notes—Notes—On the FebruaryJanuary 15, 2019 maturity date,2020, the Company repaid $1.0 billionredeemed all of the $500.0 million aggregate principal amount of 3.40%5.900% senior unsecured notes due 20192021 (the “3.40%“5.900% Notes”). at a price equal to 106.7090% of the principal amount, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $539.6 million, including $6.1 million in accrued and unpaid interest. The 3.40% Notes were repaidCompany recorded a loss on retirement of long-term obligations of $34.6 million, which includes prepayment consideration of $33.5 million and the associated unamortized discount and deferred financing costs. The redemption was funded with borrowings fromunder the Company’s multicurrency$2.25 billion senior unsecured revolving credit facility, entered into in June 2013, as amended (the “2013 Credit Facility”) and the Company’s senior unsecured revolving credit facility entered into in January 2012 and amended and restated in September 2014, as further amendedDecember 2019 (the “2014“2019 Credit Facility”)., and cash on hand. Upon completion of the repayment, none of the 3.40%5.900% Notes remainremained outstanding.

Offerings of Senior Notes
3.375%2.400% Senior Notes and 3.950%2.900% Senior Notes Offering—On March 15, 2019,January 10, 2020, the Company completed a registered public offering of $650.0$750.0 million aggregate principal amount of 3.375%2.400% senior unsecured notes due 20242025 (the “3.375%“2.400% Notes”) and $600.0$750.0 million aggregate principal amount of 3.950%2.900% senior unsecured notes due 20292030 (the “3.950%“2.900% Notes” and, collectively with the 3.375% Notes, the “Notes”). The net proceeds from this offering were approximately $1,231.0$1,483.4 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 20132019 Credit Facility and 2014 Credit Facility.

The 3.375%2.400% Notes will mature on MayMarch 15, 20242025 and bear interest at a rate of 3.375%2.400% per annum. The 3.950%2.900% Notes will mature on MarchJanuary 15, 20292030 and bear interest at a rate of 3.950%2.900% per annum. Accrued and unpaid interest on the 3.375% Notes will be payable in U.S. Dollars semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. Accrued and unpaid interest on the 3.950%2.400% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019.2020. Accrued and unpaid interest on the 2.900% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from March 15, 2019January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

The Company may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the 3.375% Notes on or after April 15, 2024 or the 3.950% Notes on or after December 15, 2028, it will not be required to pay a make-whole premium. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the supplemental indenture, it may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

(including additional interest, if any), up to but not including the repurchase date. The Notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries.

The supplemental indenture contains certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the supplemental indenture.

Bank Facilities
2013
13
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
2019 Multicurrency Credit Facility—During the three months ended March 31, 2019,2020, the Company borrowed an aggregate of $995.0875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $530.0$700.0 million of revolving indebtedness under the 2013its $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility. The Company used the borrowings to fund acquisitions, to purchase noncontrolling interests in its Indian subsidiary, ATC TIPL, to repay existing indebtedness and for general corporate purposes.

2014 Credit Facility—During the three months ended March 31, 2019, the Company borrowed an aggregate of $705.0 million and repaid an aggregate of $705.0 million of revolving indebtedness under the 2014 Credit Facility.Facility”). The Company used the borrowings to repay existing indebtedness and for general corporate purposes.

2019 Term Loan—Credit Facility—During thethree months ended March 31, 2020, the Company borrowed an aggregate of $1.7 billion and repaid an aggregate of $1.9 billion of revolving indebtedness under the 2019 Credit Facility. The Company used the borrowings to repay existing indebtedness, to purchase redeemable noncontrolling interests and for general corporate purposes.
2020 Term Loan—On February 13, 2020, the Company entered into the 20192020 Term Loan, the net proceeds of which were used, together with borrowings under the 2019 Credit Facility and cash on hand, to repay all outstanding indebtedness under itsthe $1.3 billion unsecured term loan entered into on March 29, 2018.
February 14, 2019 (the “2019 364-Day Term Loan”). The 20192020 Term Loan matures on February 13, 2020.12, 2021. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the 2020 Term Loan. The interest rate on the 2020 Term Loan is 0.65% above LIBOR for LIBOR based borrowings or 0.00% above the defined base rate for base rate borrowings. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 20192020 Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.
The 2019agreement for the 2020 Term Loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

As of March 31, 2019,2020, the key terms under the 20132019 Multicurrency Credit Facility, the 20142019 Credit Facility, the Company’s $1.0 billion unsecured term loan, entered into in October 2013, as amended and restated in December 2019 (the “2013“2019 Term Loan”), and the 20192020 Term Loan were as follows:
 Outstanding Principal Balance (in millions) Undrawn letters of credit (in millions) Maturity Date Current margin over LIBOR (1) Current commitment fee (2)
2013 Credit Facility$2,340.0
 $3.8
 June 28, 2022(3)1.125% 0.125%
2014 Credit Facility$—
 $6.2
 January 31, 2024(3)1.125% 0.125%
2013 Term Loan$1,000.0
 N/A
 January 31, 2024 1.125% N/A
2019 Term Loan$1,300.0
 N/A
 February 13, 2020 0.800% N/A
Outstanding Principal Balance
(in millions)		Undrawn letters of credit
(in millions)		Maturity DateCurrent margin over LIBOR (1)Current commitment fee (2)
2019 Multicurrency Credit Facility$965.4  (3)$3.8  June 28, 2023(4)1.125 %0.110 %
2019 Credit Facility$1,415.0  $6.1  January 31, 2025(4)1.125 %0.110 %
2019 Term Loan$1,000.0  N/A  January 31, 20251.125 %N/A  
2020 Term Loan$750.0  N/A  February 12, 20210.650 %N/A  
_______________
(1) LIBOR means the London Interbank Offered Rate.
(2) Fee on undrawn portion of each credit facility.
(3) Reflects borrowings denominated in EUR.
(4) Subject to two2 optional renewal periods.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

9.7. FAIR VALUE MEASUREMENTS
The Company determines the fair value of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Below are the three levels of inputs that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

14
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
Items Measured at Fair Value on a Recurring Basis—The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:
 March 31, 2019 December 31, 2018 March 31, 2020December 31, 2019
 Fair Value Measurements Using Fair Value Measurements Using Fair Value Measurements UsingFair Value Measurements Using
 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1Level 2Level 3Level 1Level 2Level 3
Assets:            Assets:
Short-term investments (1) —
 $18.4
 —
 —
 —
 —
Interest rate swap agreementsInterest rate swap agreements—  $34.8  —  —  $9.0  —  
Embedded derivative in lease agreement —
 —
 $11.3
 —
 —
 $11.5
Embedded derivative in lease agreement—  —  $10.5  —  —  $10.7  
Liabilities:            Liabilities:
Interest rate swap agreements —
 $21.8
 —
 —
 $33.8
 —
Interest rate swap agreements—  $0.1  —  —  $7.5  —  
Acquisition-related contingent consideration —
 —
 $0.8
 —
 —
 $0.9
Fair value of debt related to interest rate swap agreements (2)(1) $(19.0) —
 —
 $(31.3) —
 —
$35.4  —  —  $3.3  —  —  
Redeemable noncontrolling interests —
 —
 $589.0
 —
 —
 $1,004.8
Redeemable noncontrolling interests—  —  $541.4  —  —  $1,096.5  
_______________
(1)Consists of mutual funds with a portfolio duration of approximately 90 days.
(2)
(1)Included in the carrying values of the corresponding debt obligations.

As of March 31, 2019, the Company had marketable securities with a cost basis of $18.1 million and recognized unrealized gains of $0.3 million on these securities.

corresponding debt obligations.
During the three months ended March 31, 2019,2020, the Company made no changes to the methods described in note 1112 to its consolidated financial statements included in the 20182019 Form 10-K that it used to measure the fair value of its interest rate swap agreements, the embedded derivative in one of its lease agreements acquisition-related contingent consideration and redeemable noncontrolling interests. The changes in fair value for the embedded derivative in one of its lease agreements and acquisition-related contingent consideration during the three months ended March 31, 20192020 and 20182019 were not material to the consolidated financial statements. The changes in the carrying amount of the redeemable noncontrolling interests are described in note 12. As of March 31, 2019, the Company estimated the value of all potential acquisition-related contingent consideration payments to be between zero and $0.8 million.10.
Items Measured at Fair Value on a Nonrecurring Basis
Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs. During the three months ended March 31, 20192020 and 2018,2019, the Company recorded $18.1$3.7 million and $147.4$18.1 million of impairments, respectively. These impairments were recorded in Other operating expenses in the consolidated statements of operations. There were no other items measured at fair value on a nonrecurring basis during the three months ended March 31, 20192020 or 2018.2019.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)


Fair Value of Financial Instruments—The Company’s financial instruments for which the carrying value reasonably approximates fair value at March 31, 20192020 and December 31, 20182019 include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. The Company’s estimates of fair value of its long-term obligations, including the current portion, are based primarily upon reported market values. For long-term debt not actively traded, fair value is estimated using either indicative price quotes or a discounted cash flow analysis using rates for debt with similar terms and maturities. As of March 31, 20192020 and December 31, 2018,2019, the carrying value of long-term obligations, including the current portion, was $21.2$24.6 billion and $21.2$24.1 billion, respectively. As of March 31, 2020, the fair value of long-term obligations, including the current portion, was $25.0 billion, of which $17.9 billion was measured using Level 1 inputs and $7.1 billion was measured using Level 2 inputs. As of December 31, 2019, the fair value of long-term obligations, including the current portion, was $21.5$25.0 billion, of which $14.0$17.5 billion was measured using Level 1 inputs and $7.5 billion was measured using Level 2 inputs. As of December 31, 2018, the fair value of long-term obligations, including the current portion, was $21.1 billion, of which $13.4 billion was measured using Level 1 inputs and $7.7 billion was measured using Level 2 inputs.

10.8. INCOME TAXES
The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate (“ETR”) for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual ETR is determined. Under the provisions of the Internal Revenue Code of 1986, as amended, the Company may deduct amounts distributed to stockholders against the income generated by its real estate investment trust (“REIT”) operations. The Company continues to be subject to income taxes on the income of its domestic taxable REIT subsidiaries and income taxes in foreign jurisdictions where it conducts operations. In addition, the Company is able to offset certain income by utilizing its net operating losses, subject to specified limitations.
The Company provides valuation allowances if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management assesses the available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

15
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
The changedecrease in the Incomeincome tax (provision) benefit for the three months ended March 31, 2019 was primarily attributable to an increase in foreign earnings subject to taxation in the current period, as well as the nonrecurrence of eventsprovision during the three months ended March 31, 2018, including2020 was primarily attributable to realized foreign exchange losses in the current period and the nonrecurrence of a one-time benefit for merger-related activity intrue up adjustment during the Company’s Asia property segment and the tax effect of certain impairment charges.three months ended March 31, 2019.
As of March 31, 20192020 and December 31, 2018,2019, the total unrecognized tax benefits that would impact the ETR, if recognized, were approximately $94.6$144.3 million and $93.7$158.1 million, respectively. The amount of unrecognized tax benefits during the three months ended March 31, 20192020 includes additions to the Company’s existing tax positions of $1.5$1.2 million, andwhich were reduced by foreign currency exchange rate fluctuations of $0.3 million.$12.4 million and remeasurement of acquired liabilities of $2.9 million related to the acquisition of Eaton Towers Holdings Limited. Unrecognized tax benefits are expected to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this time frame, as described in note 1213 to the Company’s consolidated financial statements included in the 20182019 Form 10-K. The impact of the amount of these changes to previously recorded uncertain tax positions could range from zero0 to $2.8$47.8 million.
The Company recorded the following penalties and income tax-related interest expense during the three months ended March 31, 20192020 and 2018:2019:
 Three Months Ended March 31,
 2019 2018
Penalties and income tax-related interest expense$1.1
 $1.0
Three Months Ended March 31,
20202019
Penalties and income tax-related interest expense$1.7  $1.1  
As of March 31, 20192020 and December 31, 2018,2019, the total amount of accrued income tax related interest and penalties included in the consolidated balance sheets were $20.3$28.0 million and $19.1$26.6 million, respectively.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

11.9. STOCK-BASED COMPENSATION
Summary of Stock-Based Compensation Plans—The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees. The 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards. Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant. Equity awards typically vest ratably, generally over four years for time-based restricted stock units (“RSUs”) and stock options and three years for performance-based restricted stock units (“PSUs”). Stock options generally expire ten years from the date of grant. As of March 31, 2019,2020, the Company had the ability to grant stock-based awards with respect to an aggregate of 6.96.4 million shares of common stock under the 2007 Plan. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.
During the three months ended March 31, 20192020 and 2018,2019, the Company recorded and capitalized the following stock-based compensation expense:
 Three Months Ended March 31,
 20202019
Stock-based compensation expense Property$0.6  $0.6  
Stock-based compensation expense Services0.3  0.3  
Stock-based compensation expense SG&A46.8  41.6  
Total stock-based compensation expense$47.7  $42.5  
Stock-based compensation expense capitalized as property and equipment$0.5  $0.5  
  Three Months Ended March 31,
  2019 2018
Stock-based compensation expense Property $0.6
 $0.7
Stock-based compensation expense Services 0.3
 0.3
Stock-based compensation expense SG&A 41.6
 41.7
Total stock-based compensation expense $42.5
 $42.7
     
Stock-based compensation expense capitalized as property and equipment $0.5
 $0.5
Stock Options—As of March 31, 2019,2020, total unrecognized compensation expense related to unvested stock options was $3.2less than $0.1 million, which is expected to be recognized over a weighted average period of approximatelyless than one year.
16
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
The Company’s option activity for the three months ended March 31, 20192020 was as follows (shares disclosed in full amounts):
Number of Options
Outstanding as of January 1, 201920204,257,4703,060,242 
Granted—
Exercised(314,847(130,706))
Forfeited—
Expired—
Outstanding as of March 31, 201920203,942,6232,929,536 
Restricted Stock Units—As of March 31, 2019,2020, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $179.6$189.6 million and is expected to be recognized over a weighted average period of approximately three years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).
Performance-Based Restricted Stock Units—During the three months ended March 31, 2020, 2019 2018 and 2017,2018, the Company’s Compensation Committee granted an aggregate of 93,332 PSUs (the “2020 PSUs”), 114,823 PSUs (the “2019 PSUs”), and 131,311 PSUs (the “2018 PSUs”) and 154,520 PSUs (the “2017 PSUs”), respectively, to its executive officers and established the performance metrics for these awards. Threshold, target and maximum parameters were established for the metrics for a three-year performance period with respect to each of the 20192020 PSUs, 2018the 2019 PSUs and the 20172018 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero0 to 200% of the
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

target amounts. At the end of each three-year performance period, the number of shares that vest will depend on the degree of achievement against the pre-established performance goals. PSUs will be paid out in common stock at the end of each performance period, subject generally to the executive’s continued employment or death, disability or qualified retirement (each as defined in the applicable PSU award agreement). PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect of shares that actually vest.
Restricted Stock Units and Performance-Based Restricted Stock Units—The Company’s RSU and PSU activity for the three months ended March 31, 20192020 was as follows (shares disclosed in full amounts):
RSUsPSUs
RSUs PSUs
Outstanding as of January 1, 2019 (1)1,649,973
 624,511
Outstanding as of January 1, 2020 (1)Outstanding as of January 1, 2020 (1)1,454,350  528,908  
Granted (2)539,905
 114,823
Granted (2)432,104  93,332  
Vested and Released (3)(607,845) (292,180)Vested and Released (3)(592,390) (205,434) 
Forfeited(13,599) —
Forfeited(11,730) —  
Outstanding as of March 31, 20191,568,434
 447,154
Vested and deferred as of March 31, 2019 (4)32,596
 46,500
Outstanding as of March 31, 2020Outstanding as of March 31, 20201,282,334  416,806  
Vested and deferred as of March 31, 2020 (4)Vested and deferred as of March 31, 2020 (4)—  77,340  
_______________
(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2018 PSUs and 2017 PSUs, or 131,311 and 154,520 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2016 (“2016 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 338,680 shares.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2019 PSUs, or 114,823 shares.
(3)PSUs consist of shares vested pursuant to the 2016 PSUs. There are no additional shares to be earned related to the 2016 PSUs.
(4)Vested and deferred RSUs and PSUs are related to deferred compensation for certain former employees.

(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2019 PSUs and 2018 PSUs, or 114,823 and 131,311 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2017 (“2017 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 282,774 shares.
(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs, or 93,332 shares.
(3)This includes 19,810 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2017 PSUs. There are no additional shares to be earned related to the 2017 PSUs.
(4)Vested and deferred RSUs are related to deferred compensation for certain former employees.
During the three months ended March 31, 2019,2020, the Company recorded $10.7$12.9 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at March 31, 20192020 was $20.4$11.6 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted average period over which the cost will be recognized is approximately two years.

12.10. REDEEMABLE NONCONTROLLING INTERESTS

India Redeemable Noncontrolling Interests—On April 21, 2016, the Company, through its wholly owned subsidiary, ATC Asia Pacific Pte. Ltd., acquired a 51% controlling ownership interest in ATC TIPL (formerly Viom), a
17
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
telecommunications infrastructure company that owns and operates wireless communications towers and indoor DAS networks in India (the “Viom Acquisition”).

, which was subsequently merged with the Company’s existing India property operations.
In connection with the Viom Acquisition, the Company, through one of its subsidiaries, entered into a shareholders agreement (the “Shareholders Agreement”) with Viom and the following remaining Viom shareholders: Tata Sons Limited (“Tata Sons”), Tata Teleservices Limited (“Tata Teleservices”), IDFC Private Equity Fund III (“IDFC”), Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (collectively, the “Remaining Shareholders”).

The Shareholders Agreement also provides certain of the Remaining Shareholders with put options, which allow them to sell outstanding shares of ATC TIPL to the Company, and the Company with call options, which allow it to buy the noncontrolling shares of ATC TIPL. The put options, which are not under the Company’s control, cannot be separated from the noncontrolling interests. As a result, the combination of the noncontrolling interests and the redemption feature requires classification as redeemable noncontrolling interests in the consolidated balance sheet, separate from equity.

Given the provisions governing the put rights, the redeemable noncontrolling interests are recorded outside of permanent equity at their redemption value. The noncontrolling interests become redeemable after the passage of time, and therefore, the Company records the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and foreign currency translation adjustments, or (ii) the redemption value. If required, the Company will adjust the redeemable noncontrolling interests to redemption value on each balance sheet date with changes in redemption value recognized as an adjustment
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

to Net income attributable to noncontrolling interests. Due primarily to the impact of impairment charges on net income and, as a result, on the carrying value of the noncontrolling interests, the Company adjusted noncontrolling interests by $3.7 million and $17.5 million forDuring the three months ended March 31, 2020, the Company made no changes to the methods of determining redemption value described in note 15 to its consolidated financial statements included in the 2019 and 2018, respectively.Form 10-K.

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

During the three monthsyear ended MarchDecember 31, 2019, the Company redeemed 50% of Tata Teleservices and Tata Sons’ combined holdings of ATC TIPL and 100% of IDFC’s holdings of ATC TIPL, for total consideration of INR 29.4 billion ($425.7 million at the date of redemption). As a result of the redemption, the Company’s controlling interest in ATC TIPL increased from 63% to 79% and the noncontrolling interest decreased from 37% to 21%.

In April 2019, Tata Teleservices and Tata Sons delivered notice of exercise of their put options with respect to 100% of their remaining holdings in ATC TIPL. Accordingly, the Company expects to pay an amount equivalent to INR 24.8 billion (approximately $328.0 million at the March 31, 2020 exchange rate) to redeem the put shares in 2020, subject to regulatory approval. After the completion of the redemption, the Company will hold an approximately 92% ownership interest in ATC TIPL.
Other Redeemable Noncontrolling Interests—During the three months ended March 31, 2020, the Company completed the acquisition of MTN’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owns and operates wireless communications towers in France. The Company’s controlling interest in Eure-et-Loir is 51% with local partners holding a 49% noncontrolling interest. The value of the Eure-et-Loir interests as of March 31, 2020 was $2.7 million.
The changes in Redeemable noncontrolling interests for the three months ended March 31, 2019 and 2018 were as follows:
Three Months Ended March 31,
20202019
Balance as of January 1,$1,096.5  $1,004.8  
Net income (loss) attributable to noncontrolling interests7.7  (3.7) 
Adjustment to noncontrolling interest redemption value(6.3) 3.7  
Purchase of redeemable noncontrolling interest(524.4) (425.7) 
Foreign currency translation adjustment attributable to noncontrolling interests(32.1) 9.9  
Balance as of March 31,$541.4  $589.0  
18
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
  Three Months Ended March 31,
  2019 2018
Balance as of January 1, $1,004.8
 $1,126.2
Net loss attributable to noncontrolling interests (3.7) (28.1)
Adjustment to noncontrolling interest redemption value 3.7
 17.5
Adjustment to noncontrolling interest due to merger —
 (28.1)
Purchase of noncontrolling interest (425.7) —
Foreign currency translation adjustment attributable to noncontrolling interests 9.9
 (22.3)
Balance as of March 31, $589.0
 $1,065.2

13.11. EQUITY

Sales of Equity Securities—The Company receives proceeds from the sale of its equity securities pursuant to the ESPP and upon exercise of stock options granted under its equity incentive plan.the 2007 Plan. During the three months ended March 31, 2019,2020, the Company received an aggregate of $27.2$11.1 million in proceeds upon exercises of stock options.

Stock Repurchase ProgramPrograms—In March 2011, the Company’s Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $1.5 billion of its common stock (the “2011 Buyback”). In December 2017, the Board of Directors approved an additional stock repurchase program, pursuant to which the Company is authorized to repurchase up to $2.0 billion of its common stock (the “2017 Buyback” and, together with the 2011 Buyback, the “Buyback Programs”).

During the three months ended March 31, 2019, there were no repurchases under either of the Buyback Programs. As of March 31, 2019,2020, the Company has repurchased a total of 14,003,543213,352 shares of its common stock under the 2011 Buyback for an aggregate of $1.4$45.1 million (of which $5.4 million was accrued as of March 31, 2020). During the three months ended March 31, 2020, there were no repurchases under the 2017 Buyback. As of March 31, 2020, the Company has repurchased a total of 14,310,549 shares of its common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. TheAs of March 31, 2020, the Company has not made any repurchases under the 2017 Buyback.
Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases, in privately negotiated transactions not to exceed market prices, and (with respect to such open market purchases) pursuant to plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with securities laws and other legal requirements and subject to market conditions and other factors.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

The Company expects to fund any further purchases of its common stock through a combination of cash on hand, cash generated by operations and borrowings under its credit facilities. Purchases under the Buyback Programs are subject to, among other things, the Company having available cash to fund the purchases.

Distributions—During the three months ended March 31, 2020, the Company declared or paid the following cash distributions (per share data reflects actual amounts):
Distributions—
Declaration DatePayment DateRecord DateDistribution per shareAggregate Payment Amount (1)
Common Stock
March 12, 2020April 29, 2020April 14, 2020$1.08  $478.8  
December 11, 2019January 14, 2020December 27, 2019$1.01  $447.3  
_______________
(1) Does not include amounts accrued for distributions payable related to unvested restricted stock units.
During the three months ended March 31, 2019, the Company declared or paid the following cash distributions (per share data reflects actual amounts):
Declaration DatePayment DateRecord DateDistribution per shareAggregate Payment Amount (1)
Common Stock
March 7, 2019April 26, 2019April 11, 2019$0.90  $397.8  
December 5, 2018January 14, 2019December 27, 2018$0.84  $370.5  
Declaration Date Payment Date Record Date Distribution per share Aggregate Payment Amount (1)
Common Stock        
March 7, 2019 April 26, 2019 April 11, 2019 $0.90
 $397.8
December 5, 2018 January 14, 2019 December 27, 2018 $0.84
 $370.5
_______________
(1)(1) Does not include amounts accrued for distributions payable related to unvested restricted stock units.

During the three months ended March 31, 2018, the Company declared or paid the following cash distributions (per share data reflects actual amounts):
payable related to unvested restricted stock units.
Declaration Date Payment Date Record Date Distribution per share Aggregate Payment Amount (1)
Common Stock        
March 8, 2018 April 27, 2018 April 11, 2018 $0.75
 $331.2
December 6, 2017 January 16, 2018 December 28, 2017 $0.70
 $300.2
         
Series B Preferred Stock        
January 22, 2018 February 15, 2018 February 1, 2018 $13.75
 $18.9
(1)Does not include amounts accrued for distributions payable related to unvested restricted stock units.
The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2019,2020, the amount accrued for distributions payable related to unvested restricted stock units was $8.9$8.6 million. During the three months ended March 31, 2020 and 2019, the Company paid $7.6 million and $6.6 million of distributions upon the vesting of restricted stock units.units, respectively. To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.

19
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

Dividend to noncontrolling interest— The Company’s joint ventures may, from time to time, declare dividends. During the year ended December 31, 2019, ATC Europe declared a dividend of 24.5 million EUR (approximately $27.0 million at the time of declaration) payable in cash to the Company and PGGM in proportion to their respective equity interests in the joint venture. The dividend was paid on January 31, 2020.
14.
12. EARNINGS PER COMMON SHARE

The following table sets forth basic and diluted net income per common share computational data (shares in thousands, except per share data):
Three Months Ended March 31,
20202019
Net income attributable to American Tower Corporation common stockholders$415.0  $397.4  
Basic weighted average common shares outstanding443,055  441,351  
Dilutive securities2,777  3,270  
Diluted weighted average common shares outstanding445,832  444,621  
Basic net income attributable to American Tower Corporation common stockholders per common share$0.94  $0.90  
Diluted net income attributable to American Tower Corporation common stockholders per common share$0.93  $0.89  
 Three Months Ended March 31,
 2019 2018
Net income attributable to American Tower Corporation stockholders$397.4
 $285.2
Dividends on preferred stock—
 (9.4)
Net income attributable to American Tower Corporation common stockholders397.4
 275.8
Basic weighted average common shares outstanding441,351
 435,124
Dilutive securities3,270
 3,396
Diluted weighted average common shares outstanding444,621
 438,520
Basic net income attributable to American Tower Corporation common stockholders per common share$0.90
 $0.63
Diluted net income attributable to American Tower Corporation common stockholders per common share$0.89
 $0.63

Shares Excluded From Dilutive Effect—The following shares were not included in the computation of diluted earnings per share because the effect would be anti-dilutive (in thousands, on a weighted average basis):

Three Months Ended March 31,
 20202019
Restricted stock units86  105  
 Three Months Ended March 31,
 2019 2018
Restricted stock units105
 118
Stock options—
 —
Preferred stock—
 5,904

15.13. COMMITMENTS AND CONTINGENCIES
Litigation—The Company periodically becomes involved in various claims, lawsuits and proceedings that are incidental to its business. In the opinion of Company management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse outcome, materially impact the Company’s consolidated financial position, results of operations or liquidity.
Verizon Transaction—In March 2015, the Company entered into an agreement with various operating entities of Verizon Communications Inc. (“Verizon”) that currently provides for the lease, sublease or management of approximately 11,250 wireless communications sites commencing March 27, 2015. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 28 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the leased sites in tranches, subject to the applicable lease, sublease or management rights upon its scheduled expiration. Each tower is assigned to an annual tranche, ranging from 2034 to 2047, which represents the outside expiration date for the sublease rights to the towers in that tranche. The purchase price for each tranche is a fixed amount stated in the lease for such tranche plus the fair market value of certain alterations made to the related towers. The aggregate purchase option price for the towers leased and subleased is approximately $5.0 billion. Verizon will occupy the sites as a tenant for an initial term of ten years with eight8 optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.
AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately 2,2702,200 towers commencing between December 2000 and August 2004. Substantially all of the towers are part of the securitization transactions completed in March 2013 and March 2018. The average term of the lease or sublease for all sites at the inception of the agreement was
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

approximately 27 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of March 31, 2019,2020, the Company has purchased an aggregate of 153228 of the subleased towers upon expiration ofwhich are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is $911.4$960.4 million and will accrete at a rate of 10%includes per annum accretion through the applicable
20
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
expiration of the lease or sublease of a site. For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 20202025 at the then-current monthly fee, which shall escalate in accordance with the standard master lease agreement for the remainder of AT&T’s tenancy. Thereafter, AT&T shall have the right to renew such lease for up to four5 successive five-year terms.
ALLTEL Transaction—In December 2000, the Company entered into an agreement with ALLTEL Communications, LLC, a predecessor entity to Verizon Wireless, to acquire towers through a 15-year sublease agreement. Pursuant to the agreement, as amended, with Verizon Wireless, the Company acquired rights to approximately 1,800 towers in tranches between April 2001 and March 2002. The Company has the option to purchase each tower at the expiration of the applicable sublease. During the year ended December 31, 2016, the Company exercised the purchase options for 1,523 towers in a single closing and provided notice to the tower owner, Verizon’s assignee, of its intent to exercise the purchase options related to the 243 remaining towers. As of March 31, 2019, the purchase price per tower was $42,844 payable in cash or, at the tower owner’s option, with 769 shares of the Company’s common stock per tower. The aggregate cash purchase option price for the remaining subleased towers was $10.4 million as of March 31, 2019.
Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue preliminary notices or assessments while audits are being conducted. In certain jurisdictions, taxing authorities may issue assessments with minimal examination. These notices and assessments do not represent amounts that the Company is obligated to pay and are often not reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not enforceable, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, recordsin those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability for any potential outcome that is probable or more likely than not unfavorable ifrecorded in the liability is also reasonably estimable.appropriate amount based on the underlying assessment.
On December 5, 2016, the Company received an income tax assessment of Essar Telecom Infrastructure Private Limited (“ETIPL”) from the India Income Tax Department (the “Tax Department”) for the fiscal year ending 2008 in the amount of INR 4.75 billion INR ($69.8 million on the date of assessment) related to capital contributions. The Company challenged the assessment before the Office of Commissioner of Income Tax - Appeals, which ruled in the Company’s favor in January 2018. However, the Tax Department has appealed this ruling at a higher appellate authority. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. Additionally, the assessment was made with respect to transactions that took place in the tax year commencing in 2007, prior to the Company’s acquisition of ETIPL. Under the Company’s definitive acquisition agreement of ETIPL, the seller is obligated to indemnify and defend the Company with respect to any tax-related liability that may arise from activities prior to March 31, 2010.

16.14. ACQUISITIONS

Impact of current year acquisitions—The Company typically acquires communications sites from wireless carriers or other tower operators and subsequently integrates those sites into its existing portfolio of communications sites. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the three months ended March 31, 20192020 from the date of the respective acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may depend on, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

The Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets acquired, with no recognition of goodwill.

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

During the three months ended March 31, 20192020 and 2018,2019, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:
21
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)
 Three Months Ended March 31,Three Months Ended March 31,
 2019 201820202019
Acquisition and merger related expenses $2.0
 $1.4
Acquisition and merger related expenses$7.6  $2.0  
Integration costs $4.1
 $0.5
Integration costs$6.6  $4.1  

TheDuring the three months ended March 31, 2019, the Company also received $5.7 million related to a pre-acquisition contingency in France during the three months ended March 31, 2019.France.

20192020 Transactions

The estimated aggregate impact of the acquisitions completed in 20192020 on the Company’s revenues and gross margin for the three months ended March 31, 20192020 was approximately $0.4$0.1 million and $0.3less than $0.1 million, respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenants to such sites subsequent to the transaction date.

Entel Acquisition—On December 19, 2019, the Company entered into a definitive agreement to acquire approximately 3,200 communications sites in Chile and Peru from Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. for total consideration of approximately $0.8 billion (as of the date of signing). The Company completed the acquisition of approximately 2,400 communications sites in December 2019 (the “Entel Acquisition”). During the three months ended March 31, 2019,2020, the Company completed the acquisition of an additional 156 communications sites pursuant to this agreement for an aggregate total purchase price of $39.7 million, which are being accounted for as an acquisition of assets and are included below. The remaining communications sites are expected to continue to close in tranches, subject to certain closing conditions.
Other Acquisitions—During the three months ended March 31, 2020, the Company acquired a total of 10737 communications sites in the United States, Colombia, ParaguayMexico and Peru, as well as other communications infrastructure assets, for an aggregate purchase price of $95.3$11.2 million. TowerThese acquisitions were accounted for as asset acquisitions and the communications infrastructure assets acquisition was accounted for as a business combination.

acquisitions.
The following table summarizes the allocations of the purchase prices for the fiscal year 20192020 acquisitions based upon their estimated fair value at the date of acquisition:
Allocation (1)
Current assets$0.3 
Property and equipment25.9 
Intangible assets (2):
     Tenant-related intangible assets14.1 
     Network location intangible assets4.2 
     Other intangible assets1.3 
Other non-current assets10.6 
Current liabilities(0.9)
Deferred tax liability— 
Other non-current liabilities(4.6)
Net assets acquired50.9 
Goodwill— 
Fair value of net assets acquired50.9 
Debt assumed— 
Purchase price$50.9 
_______________
(1)  Includes 7 sites in Peru held pursuant to long-term finance leases.
(2)  Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
Other Signed Acquisitions
Orange—On November 28, 2019, ATC France, a majority-owned subsidiary of the Company, entered into definitive agreements with Orange S.A. for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years. On April 1, 2020, the Company completed the acquisition of 113 of these communications
22
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

sites. The remaining communications sites are expected to continue to close in tranches for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term.
  Allocation (1)
Current assets $0.5
Property and equipment 15.5
Intangible assets (2):  
     Tenant-related intangible assets 46.0
     Network location intangible assets 6.3
     Other intangible assets —
Other non-current assets 5.6
Current liabilities (0.7)
Deferred tax liability —
Other non-current liabilities (8.8)
Net assets acquired 64.4
Goodwill (3) 30.9
Fair value of net assets acquired 95.3
Debt assumed —
Purchase price $95.3
_______________
(1)Includes 37 sites in Peru held pursuant to long-term finance leases.
(2)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(3)The Company expects the majority of goodwill to be deductible for tax purposes.

20182019 Transactions

Eaton Towers Acquisition—On December 31, 2019, the Company acquired 100% of the outstanding shares of Eaton Towers Holdings Limited (“Eaton Towers”), which owns and operates approximately 5,800 communications sites across 5 African markets (the “Eaton Towers Acquisition”). The total consideration for the Eaton Towers Acquisition, including the Company’s assumption of Eaton Towers’ existing debt, was approximately $2.0 billion. The purchase price reflects a $9.7 million receivable from the seller for reimbursement of taxes. The Eaton Towers Acquisition was accounted for as a business combination and is subject to post-closing adjustments. During the three months ended March 31, 2019,2020, certain adjustments were made to assets of $15.1 million and liabilities of $15.0 million with a corresponding reduction in goodwill of $0.1 million and there were no other material post-closing adjustments that impactedadjustments. The full reconciliation and finalization of the 2018 acquisitions.

assets acquired and liabilities assumed, including those subject to valuation, have not been completed and, as a result, there may be additional post-closing adjustments.
Pro Forma Consolidated Results (Unaudited)
The following table presents the unaudited pro forma financial results as if the 2020 acquisitions had occurred on January 1, 2019 and the 2019 acquisitions had occurred on January 1, 2018 and the 2018 acquisitions had occurred on January 1, 2017.2018. The pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the date indicated, nor are they indicative of the future operating results of the Company.

Three Months Ended March 31,
 20202019
Pro forma revenues$1,993.8  $1,899.3  
Pro forma net income attributable to American Tower Corporation common stockholders$414.9  $380.3  
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders$0.94  $0.86  
Diluted net income attributable to American Tower Corporation common stockholders$0.93  $0.86  

  Three Months Ended March 31,
  2019 2018
Pro forma revenues $1,814.9
 $1,844.0
Pro forma net income attributable to American Tower Corporation common stockholders $397.9
 $273.3
Pro forma net income per common share amounts:    
Basic net income attributable to American Tower Corporation common stockholders $0.90
 $0.63
Diluted net income attributable to American Tower Corporation common stockholders $0.89
 $0.62



17.15. BUSINESS SEGMENTS

The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. This business is referred to as the Company’s property operations.
During the fourth quarter of 2019, as a result of recent acquisitions, including the Eaton Towers Acquisition, and changes to its organizational structure, the Company reviewed and changed its reportable segments to divide its EMEA property segment into 2 segments: Africa property and Europe property. Prior to this revision, the Company operated in 5 business segments: (i) U.S. property, (ii) Asia property, (iii) EMEA property, (iv) Latin America property and (v) services. The change is consistent with how the chief operating decision maker reviews financial performance and operating and business management strategies for each of the 6 segments. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.
As of March 31, 2020, the Company’s property operations consisted of the following:
•U.S.: property operations in the United States;
•Asia: property operations in India;
•Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;
•Europe: property operations in France and Germany; and
23
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

a number of other industries. This business is referred to as the Company’s property operations, which as of March 31, 2019, consisted of the following:
U.S.: property operations in the United States;
Asia: property operations in India;
Europe, Middle East and Africa (“EMEA”): property operations in France, Germany, Ghana, Kenya, Nigeria, South Africa and Uganda; and
•Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru.
The Company’s services segment offers tower-related services in the United States, including AZP and structural analysis, which primarily support its site leasing business, including the addition of new tenants and equipment on its sites. The services segment is a strategic business unit that offers different services from, and requires different resources, skill sets and marketing strategies than, the property operating segments.
The accounting policies applied in compiling segment information below are similar to those described in note 1 to the Company’s consolidated financial statements included in the 20182019 Form 10-K and as updated in note 1 above. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding stock-based compensation expense recorded in costs of operations; Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. For reporting purposes, for periods through September 30, 2018, the Latin America property segment gross margin and segment operating profit also include Interest income (expense), TV Azteca, net. These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. There are no significant revenues resulting from transactions between the Company’s operating segments. All intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations and consolidated balance sheets.
Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 20192020 and 20182019 is shown in the following tables. The “Other” column (i) represents amounts excluded from specific segments, such as business development operations, stock-based compensation expense and corporate expenses included in Selling, general, administrative and development expense; Other operating expenses; Interest income; Interest expense; Gain (loss) on retirement of long-term obligations; and Other income (expense), and (ii) reconciles segment operating profit to Income from continuing operations before income taxes.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
PropertyTotal 
Property
Services		OtherTotal
Three Months Ended March 31, 2020U.S.AsiaAfricaEuropeLatin America
Segment revenues$1,089.9  $286.6  225.5  $34.5  $336.7  $1,973.2  $19.9  $1,993.1  
Segment operating expenses (1)190.0  164.0  77.7  6.6  105.2  543.5  7.6  551.1  
Segment gross margin899.9  122.6  147.8  27.9  231.5  1,429.7  12.3  1,442.0  
Segment selling, general, administrative and development expense (1)42.0  32.6  17.1  5.5  26.6  123.8  3.5  127.3  
Segment operating profit$857.9  $90.0  $130.7  $22.4  $204.9  $1,305.9  $8.8  $1,314.7  
Stock-based compensation expense$47.7  47.7  
Other selling, general, administrative and development expense43.7  43.7  
Depreciation, amortization and accretion472.3  472.3  
Other expense (2)311.3  311.3  
Income from continuing operations before income taxes$439.7  
Total assets$22,486.9  $4,986.0  $4,510.3  $1,554.5  $6,739.0  $40,276.7  $29.0  $483.4  $40,789.1  
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS_______________
(tabular amounts in millions, unless otherwise noted)
(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $46.8 million, respectively.

(2) Primarily includes interest expense.
  Property
Total 
Property
 

Services
 Other Total
Three Months Ended March 31, 2019 U.S. Asia EMEA Latin America 
Segment revenues $986.3
 $288.9
 $177.5
 $333.3
 $1,786.0
 $27.4
   $1,813.4
Segment operating expenses (1) 191.3
 178.0
 59.7
 103.4
 532.4
 10.1
   542.5
Segment gross margin 795.0
 110.9
 117.8
 229.9
 1,253.6
 17.3
   1,270.9
Segment selling, general, administrative and development expense (1) 41.7
 26.6
 18.4
 27.7
 114.4
 3.4
   117.8
Segment operating profit 753.3
 84.3
 99.4
 202.2
 1,139.2
 13.9
   1,153.1
Stock-based compensation expense             $42.5
 42.5
Other selling, general, administrative and development expense             38.7
 38.7
Depreciation, amortization and accretion             436.9
 436.9
Other expense (2)             193.4
 193.4
Income from continuing operations before income taxes               $441.6
Total assets $22,160.9
 $5,427.6
 $3,637.5
 $7,306.4
 $38,532.4
 $43.8
 $350.6
 $38,926.8
24
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $41.6 million, respectively.
(2)Primarily includes interest expense.
  Property
Total 
Property
 

Services
 Other Total
Three Months Ended March 31, 2018 U.S. Asia EMEA Latin America 
Segment revenues $931.4
 $273.0
 $174.2
 $331.8
 $1,710.4
 $31.4
   $1,741.8
Segment operating expenses (1) 186.3
 157.9
 59.1
 103.4
 506.7
 12.2
   518.9
Interest income, TV Azteca, net —
 —
 —
 2.7
 2.7
 —
   2.7
Segment gross margin 745.1
 115.1
 115.1
 231.1
 1,206.4
 19.2
   1,225.6
Segment selling, general, administrative and development expense (1) 35.4
 44.2
 16.8
 24.6
 121.0
 3.5
   124.5
Segment operating profit $709.7
 $70.9
 $98.3
 $206.5
 $1,085.4
 $15.7
   1,101.1
Stock-based compensation expense             $42.7
 42.7
Other selling, general, administrative and development expense             38.7
 38.7
Depreciation, amortization and accretion             446.3
 446.3
Other expense (2)             324.2
 $324.2
Income from continuing operations before income taxes               $249.2
Total assets $18,894.7
 $5,796.8
 $3,343.4
 $6,084.1
 $34,119.0
 $47.0
 $206.7
 $34,372.7
_______________
(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $1.0 million and $41.7 million, respectively.
(2)Primarily includes interest expense and $147.4 million in impairment charges.
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions, unless otherwise noted)

PropertyTotal 
Property
Services		OtherTotal
Three Months Ended March 31, 2019U.S.AsiaAfricaEuropeLatin America
Segment revenues$986.3  $288.9  $144.0  $33.5  $333.3  $1,786.0  $27.4  $1,813.4  
Segment operating expenses (1)191.3  178.0  53.5  6.2  103.4  532.4  10.1  542.5  
Segment gross margin795.0  110.9  90.5  27.3  229.9  1,253.6  17.3  1,270.9  
Segment selling, general, administrative and development expense (1)41.7  26.6  13.2  5.2  27.7  114.4  3.4  117.8  
Segment operating profit$753.3  $84.3  $77.3  $22.1  $202.2  $1,139.2  $13.9  $1,153.1  
Stock-based compensation expense$42.5  42.5  
Other selling, general, administrative and development expense38.7  38.7  
Depreciation, amortization and accretion436.9  436.9  
Other expense (2)193.4  193.4  
Income from continuing operations before income taxes$441.6  
Total assets$22,160.9  $5,427.6  $2,085.5  $1,552.0  $7,306.4  $38,532.4  $43.8  $350.6  $38,926.8  
18._______________
(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $41.6 million, respectively.
(2) Primarily includes interest expense.
16. SUBSEQUENT EVENTS

Redemption of 5.050% Senior NotesApril 2020 Term Loan—On April 22, 2019,3, 2020, the Company redeemedentered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. The April 2020 Term Loan matures on April 2, 2021. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the April 2020 Term Loan. The interest rate on the April 2020 Term Loan is 1.75% above LIBOR for LIBOR based borrowings or 0.75% above the defined base rate for base rate borrowings. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The April 2020 Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.
The agreement for the April 2020 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.
Notice of Redemption of 2.800% Senior Notes—On April 9, 2020, the Company delivered notice of its election to call for redemption all of its outstanding 2.800% senior unsecured notes due 2020 (the “2.800% Notes”). The Company intends to redeem the 5.050%2.800% Notes at a price equal to 103.0050% of the principal amount plusof the 2.800% Notes, together with accrued and unpaid interest, if any, up to, but excluding, April 22, 2019, for an aggregate redemption price of $726.0 million, including $5.0 million in accrued and unpaid interest. The Company expects to record a loss on retirement of long-term obligations of approximately $22.1 million, which includes prepayment consideration of $21.0 million and the associated unamortized discount and deferred financing costs. The redemption was funded with borrowings under the 2014 Credit Facility and cash on hand. Upon completion of this redemption, none of the 5.050% Notes remained outstanding.

Put Options—In April 2019, Tata Teleservices and Tata Sons delivered notice of exercise of their put options with respect to 100% of their remaining holdings in the Company’s Indian subsidiary, ATC TIPL. The Company expects to complete the redemption of the put shares, subject to regulatory approval,date, which has been set for total consideration of INR 24.8 billion (approximately $358.7 million) in 2019. After the completion of the redemption, the Company will hold an approximately 92% ownership interest in ATC TIPL.

May 11, 2020.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements relating to our goals, beliefs, plans or current expectations and other statements that are not of historical facts. For example, when we use words such as “project,” “believe,” “anticipate,” “expect,” “forecast,” “estimate,” “intend,” “should,” “would,” “could,”“may” or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements. Certain important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20182019 (the “2018“2019 Form 10-K”)., as updated in Part II, Item 1A of this Quarterly Report. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with our consolidated and condensed consolidated financial statements herein and the accompanying notes, thereto, information set forth under the caption “Critical Accounting Policies and Estimates” in the 20182019 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
During the fourth quarter of 2019, as a result of recent acquisitions, including our acquisition of Eaton Towers Holdings Limited (“Eaton Towers,” and the acquisition, the “Eaton Towers Acquisition”), and changes to our organizational structure, we reviewed and changed our reportable segments to divide our EMEA segment into two separate segments, Africa property and Europe property. We now report our results in six segments – U.S. property, Asia property, Africa property, Europe property, Latin America property and services. We believe this change provides more visibility into these operating segments and better aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments. In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). The change in reportable segments had no impact on our consolidated financial statements for any periods. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the change in reportable segments.
Overview

We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators. We refer to this business as our property operations, which accounted for 98%99% of our total revenues for the three months ended March 31, 20192020 and includes our U.S. property, segment, Asia property, segment,Africa property, Europe Middle East and Africa (“EMEA”) property segment and Latin America property segment.

segments.
We also offer tower-related services in the United States, including site acquisition, zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.
26



The following table details the number of communications sites, excluding managed sites, that we owned or operated as of March 31, 2019:2020:
 
Number of
Owned Towers
 
Number of
Operated 
Towers (1)
 Number of
Owned DAS Sites		Number of
Owned Towers		Number of
Operated 
Towers (1)		Number of
Owned DAS Sites
U.S. 24,445
 15,895
 400
U.S.25,019  15,556  409  
Asia:      Asia:
India 74,388
 —
 1,067
EMEA:      
France 2,186
 309
 9
Germany 2,207
 —
 —
India (2)India (2)73,578  —  1,082  
Africa:Africa:
Burkina FasoBurkina Faso667  —  —  
Ghana 2,322
 —
 25
Ghana3,207  665  27  
Kenya 715
 —
 —
Kenya2,060  —  10  
NigerNiger681  —  —  
Nigeria 4,772
 —
 —
Nigeria5,349  —  —  
South Africa (2) 2,659
 —
 —
South Africa (2)2,712  —  —  
Uganda 1,556
 —
 —
Uganda3,243  —  12  
EMEA total 16,417
 309
 34
Africa totalAfrica total17,919  665  49  
Europe:Europe:
FranceFrance2,204  309  9  
GermanyGermany2,211  —  —  
Europe totalEurope total4,415  309  9  
Latin America:      Latin America:
Argentina (3) 48
 —
 8
Argentina (3)99  —  10  
Brazil (3) 16,628
 2,260
 94
Brazil (3)16,700  2,255  104  
Chile 1,299
 —
 21
Chile2,717  —  22  
Colombia 4,973
 —
 2
Colombia5,002  —  4  
Costa Rica 564
 —
 2
Costa Rica642  —  2  
Mexico (4) 9,055
 186
 85
Mexico (4)9,441  187  92  
Paraguay 1,309
 —
 —
Paraguay1,423  —  —  
Peru 692
 309
 —
Peru1,835  411  —  
Latin America total 34,568
 2,755
 212
Latin America total37,859  2,853  234  
_______________
(1)Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
(2)In South Africa, we also own fiber.
(3)In Argentina and Brazil, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
(4)In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure.

(1)Approximately 95% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
(2)In India and South Africa, we also own fiber.
(3)In Argentina and Brazil, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
(4)In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure.
We operate in fivesix reportable segments: U.S. property, Asia property, EMEAAfrica property, Europe property, Latin America property and services. In evaluating operating performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 1715 to our consolidated and condensed consolidated financial statements included in this Quarterly Report on Form 10-Q)Report).
The 20182019 Form 10-K contains information regarding management’s expectations of long-term drivers of demand for our communications sites, as well as key trends, which management believes provide valuable insight into our operating and financial resource allocation decisions. The discussion below should be read in conjunction with the 20182019 Form 10-K and, in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.”

27

In most of our markets, our tenant leases with wireless carriers generally have initial non-cancellable terms of five to ten years with multiple renewal terms. Accordingly, the vast majority of the revenue generated by our property operations during the three months ended March 31, 20192020 was recurring revenue that we should continue to receive in future periods. Based upon foreign currency exchange rates and the tenant leases in place as of March 31, 2019,2020, we expect to generate nearly $34.5over $42.7 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. Most of our tenant leases have provisions that periodically increase the rent due under the lease, typically based on an annual fixed escalation (averaging approximately 3% in the United States) or an inflationary


index in our international markets, or a combination of both. In addition, certain of our tenant leases provide for additional revenue primarily to cover costs (pass-through revenue), such as ground rent or power and fuel costs.

The revenues generated by our property operations may be affected by cancellations of existing tenant leases. As discussed above, most of our tenant leases with wireless carriers and broadcasters are multiyear contracts, which typically are non-cancellable; however, in some instances, a lease may be cancelled upon the payment of a termination fee.

Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as churn, has historically not had a material adverse effect on the revenues generated by our consolidated property operations. During the three months ended March 31, 2019,2020, churn was approximately 6%3% of our tenant billings. The increase was largely due to carrier consolidation events
Beginning in India.

We havelate 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which we expect will continue to result in a higher impact on our revenues, including tenant billings, as compared to the historical average, through 2019. We also expect this churn will continue to compresscompressed our gross margin and operating profit, in 2019, particularly in our Asia property segment, although we expect this to beimpact was partially offset by lower expenses due to reduced tenancy on existing sites orand the decommissioning of certain sites. For the three months ended March 31, 2020, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit.
We anticipate that our churn rate in India will move closer to historical levels over time and result in reduced impacts on our property revenue, gross margin and operating profit. In addition,the immediate term, we expect that our churn rate will remain elevated, primarily due to the uncertainty created by the recent court ruling by the Indian Supreme Court, as set forth in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, under the captions “Risk Factors—A substantial portion of our revenue is derived from a small number of tenants, and we are sensitive to adverse changes in the creditworthiness and financial strength of our tenants” and “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges. For more information, please see Item 7 of the 20182019 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

As further set forth under the caption “Risk Factors” in Part I, Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, the recent coronavirus (“COVID-19”) pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our tenants and the demand for our communications sites in the United States and globally. We have taken a variety of actions to ensure the continued availability of our communications sites, while ensuring the safety and security of our employees, tenants, vendors and communities. These measures include providing support for our tenants remotely, requiring work-from-home arrangements and travel restrictions for our employees where practicable and other modifications to our business practices. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, tenants and business partners.
ForAs a result of the impact of COVID-19 on global financial markets, we have experienced volatility in foreign currency exchange rates in many of the markets in which we operate. We estimate that the adverse impact from changes in foreign currency exchange rates in the current period, as compared to the three months ended March 31, 2019, aggregate carrier consolidation in India negatively impactedon our consolidated property revenue by $89.2 million, including approximately $21.0 million in pass-through revenue, and negatively impacted our gross margin and operating profit by $61.5 million.

In 2019, as comparedwas approximately $48 million and $26 million, respectively. If exchange rates continue at their current levels, the impact to 2018 amounts, we expect carrier consolidation in India to negatively impact our consolidated property revenue by approximately $191.0 million, including approximately $22.0 million in pass-through revenue and ourother future operating profit by approximately $148.0 million. These amounts excluderesults could be material. Additionally, the impact of COVID-19 on our operational results in subsequent periods will largely depend on future developments, which are highly uncertain and cannot be accurately predicted at this time. These developments may include, but are not limited to, new information concerning the nonrecurrenceseverity of one-time items relatedCOVID-19, the degree of success of actions taken to contain or treat COVID-19 and the cash payment pursuantreactions by consumers, companies, governmental entities and capital markets to our settlement agreements with Tata in the fourth quarter of 2018.such actions.


28


Non-GAAP Financial Measures

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

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

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

We define Consolidated AFFO as Nareit FFO (common stockholders) before (i) straight-line revenue and expense; (ii) stock-based compensation expense; (iii) the deferred portion of income tax; (iv) non-real estate related depreciation, amortization and accretion; (v) amortization of deferred financing costs, capitalized interest, debt discounts and


premiums and long-term deferred interest charges; (vi) other income (expense); (vii) gain (loss) on retirement of long-term obligations; (viii) other operating income (expense); and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less cash payments related to capital improvements and cash payments related to corporate capital expenditures.

We define AFFO attributable to American Tower Corporation common stockholders as Consolidated AFFO, excluding the impact of noncontrolling interests on both Nareit FFO (common stockholders) and the other adjustments included in the calculation of Consolidated AFFO. In this section, we refer to AFFO attributable to American Tower Corporation common stockholders as “AFFO (common stockholders).”

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

29


Results of Operations
Three Months EndedMarch 31, 2020and2019and2018
(in millions, except percentages)

Revenue
Revenue
 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Property
U.S.$1,089.9  $986.3  11 %
Asia286.6  288.9  (1) 
Africa225.5  144.0  57  
Europe34.5  33.5  3  
Latin America336.7  333.3  1  
Total property1,973.2  1,786.0  10  
Services19.9  27.4  (27) 
Total revenues$1,993.1  $1,813.4  10 %
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Property      
U.S. $986.3
 $931.4
 6 %
Asia 288.9
 273.0
 6
EMEA 177.5
 174.2
 2
Latin America 333.3
 331.8
 0
Total property 1,786.0
 1,710.4
 4
Services 27.4
 31.4
 (13)
Total revenues $1,813.4
 $1,741.8
 4 %

Three Months Ended March 31, 2020
U.S. property segment revenue growth of $54.9$103.6 million was attributable to:
• Tenant billings growth of $74.3$57.1 million, which was driven by:
• $56.943.4 million due to leasing additional space on our sites (“colocations”) and amendments;
• $16.412.3 million from contractual escalations, net of churn; and
• $1.94.1 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);
• Partially offset by a decrease of $0.9$2.7 million from other tenant billings; and
A decrease• An increase of $19.4$46.5 million in other revenue, which includes a $20.4$51.4 million decreaseincrease due to straight-line accounting.

Asia property segment revenue growthdecrease of $15.9$2.3 million was attributable to:
Pass-through• A decrease of $4.6 million in other revenue;
• Partially offset by pass-through revenue growth of $29.0 million;
An$3.8 million and an increase of $16.8 million in other revenue, primarily due to a decrease in revenue reserves; and
A decrease in tenant billings of $1.4$4.6 million, which was driven by:
• $19.5 million due to colocations and amendments; and
• $5.5 million generated from newly acquired or constructed sites;
• Partially offset by:
▪A decrease of $65.8$20.2 million resulting from churn in excess of contractual escalations, including $67.3escalations; and
▪A decrease of $0.2 million due to carrier consolidation-driven churn in India;
Partially offset by:
▪$47.0 million generated from newly acquired or constructed sites, including $44.3 million from the transactions with Vodafone India Limited and Vodafone Mobile Services Limited (the “Vodafone Acquisition”) and Idea Cellular Limited (the “Idea Acquisition”);
▪$16.6 million due to colocations and amendments; and
▪$0.8 million from other tenant billings.

from other tenant billings.
Segment revenue growthdecline includes a decrease of $28.5$6.1 million attributable to the negative impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).

EMEAAfrica property segment revenue growth of $3.3$81.5 million was attributable to:
• Tenant billings growth of $15.3$61.2 million, which was driven by:
• $6.851.5 million generated from newly acquired or constructed sites, primarily due to the acquisition of communications sites in Kenya (the “Kenya Acquisition”) in the fourth quarter of 2018; Eaton Towers Acquisition; 
• $4.75.0 million due to colocations and amendments;
• $2.83.9 million from contractual escalations, net of churn; and
• $1.00.8 million from other tenant billings;


Pass-through• An increase in pass-through revenue growth of $2.1$20.2 million; and
A decrease• An increase of $0.8$6.9 million in other revenue.

Segment revenue growth includes a decrease of $13.3$6.8 million attributable to the negative impact of foreign currency translation, which included, among others, $5.4 million related to fluctuations in South African Rand, $5.0$3.2 million related to fluctuations in Ghanaian Cedi and $2.7$2.8 million related to fluctuations in South African Rand.
Europe property segment revenue growth of $1.0 million was attributable to:
30

• An increase of $1.3 million in other revenue;
• Tenant billings growth of $0.6 million, which was driven by:
• $0.9 million due to colocations and amendments; and
• $0.1 million generated from newly acquired or constructed sites; 
• Partially offset by a decrease of $0.4 million from contractual escalations, net of churn; and
• An increase of $0.1 million in pass-through revenue.
Segment revenue growth includes a decrease of $1.0 million attributable to the Euro.

negative impact of foreign currency translation related to fluctuations in the Euro (“EUR”).
Latin America property segment revenue growth of $1.5$3.4 million was attributable to:
• Tenant billings growth of $21.3$27.7 million, which was driven by:
• $10.711.1 million generated from newly acquired or constructed sites, primarily due to the transaction in Chile and Peru with Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. (the “Entel Acquisition”);
• $10.4 million due to colocations and amendments;
• $4.75.5 million from contractual escalations, net of churn; and
• $4.0 million generated from newly acquired or constructed sites; and
$1.90.7 million from other tenant billings;
An increase of $7.8 million in other revenue, primarily due to $9.2 million from our fiber business in Brazil acquired in the fourth quarter of 2018, partially offset by revenue reserves; and
• Pass-through revenue growth of $5.2 million.$10.2 million; and

• A decrease of $0.6 million in other revenue.

Segment revenue growth includes a decrease of $32.8$33.9 million attributable to the negative impact of foreign currency translation, which included, among others, $25.6$23.7 million related to fluctuations in Brazilian Real, $3.0$3.5 million related to fluctuations in Mexican Peso, and $2.6$3.1 million related to fluctuations in Colombian Peso and $3.1 million related to fluctuations in Chilean Peso.

The decrease in services segment revenue of $4.0$7.5 million was primarily attributable to a decrease in site acquisition, zoning and permitting services.

Gross Margin
 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Property
U.S.$899.9  $795.0  13 %
Asia122.6  110.9  11  
Africa147.8  90.5  63  
Europe27.9  27.3  2  
Latin America231.5  229.9  1  
Total property1,429.7  1,253.6  14  
Services12.3  17.3  (29)%
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Property      
U.S. $795.0
 $745.1
 7 %
Asia 110.9
 115.1
 (4)
EMEA 117.8
 115.1
 2
Latin America 229.9
 231.1
 (1)
Total property 1,253.6
 1,206.4
 4
Services 17.3
 19.2
 (10)%
Three Months Ended March 31, 2020

•The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above and a decrease in direct expenses of $1.3 million.
•The increase in Asia property segment gross margin was primarily attributable to a decrease in direct expenses of $10.6 million, the majority of which was from lower land rent costs, primarily due to site decommissioning. Direct expenses also benefited by $3.4 million from the impact of foreign currency translation. These benefits were partially offset by the decrease in revenue described above.
•The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $5.0 million.

As discussed above, Asia property segment gross margin was negatively impacted by carrier consolidation-driven churn in India. The decrease was also$24.2 million, primarily due to an increase in direct expenses of $37.6 million as a result of the VodafoneEaton Towers Acquisition, and the Idea Acquisition, partially offset by the increase in revenue described above andwhich also included a benefit of $17.5$2.4 million attributable to the impact of foreign currency translation on direct expenses.

31

•The increase in EMEAEurope property segment gross margin was primarily attributable to the increase in revenue described above, andpartially offset by an increase in direct expenses of $0.4 million, which also included a benefit of $4.2$0.2 million attributable to the impact of foreign currency translation on direct expenses, partially offset by anexpenses.
•The increase in direct expenses of $4.8 million, primarily due to the Kenya Acquisition.

The decrease in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $11.0$1.8 million, partiallyprimarily due to our fiber business in Brazil, and a reduction of $2.7 million in


interest income related to TV Azteca, S.A. de C.V., partially offset by the increase in revenue described above andEntel Acquisition, which also included a benefit of $11.0$11.6 million attributable to the impact of foreign currency translation on direct expenses.

•The decrease in services segment gross margin was primarily due to the decrease in revenue described above, partially offset by a decrease in direct expenses of $2.1$2.5 million.

Selling, General, Administrative and Development Expense (“SG&A”)
 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Property
U.S.$42.0  $41.7  1 %
Asia32.6  26.6  23  
Africa17.1  13.2  30  
Europe5.5  5.2  6  
Latin America26.6  27.7  (4) 
Total property123.8  114.4  8  
Services3.5  3.4  3  
Other90.5  80.3  13  
Total selling, general, administrative and development expense$217.8  $198.1  10 %
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Property      
U.S. $41.7
 $35.4
 18 %
Asia 26.6
 44.2
 (40)
EMEA 18.4
 16.8
 10
Latin America 27.7
 24.6
 13
Total property 114.4
 121.0
 (5)
Services 3.4
 3.5
 (3)
Other 80.3
 80.4
 (0)
Total selling, general, administrative and development expense $198.1
 $204.9
 (3)%
Three Months Ended March 31, 2020

•The increases in each of our U.S., EMEAAsia, Africa and Latin AmericaEurope property segment SG&A were primarily driven by increased personnel costs to support our business, including due to the Eaton Towers Acquisition in Africa. The increase in our acquisitionsAsia property segment SG&A was also driven by an increase in bad debt expense of urban telecommunications assets$3.6 million.
•The decrease in our Latin America property segment.

The decrease in our Asia property segment SG&A was primarily driven by a decrease in canceled construction costs of $1.1 million and a decrease in bad debt expense of $17.0$0.7 million. The benefit of foreign currency translation on SG&A was offset by increased personnel costs to support our business during period.

•Services segment SG&A was relatively consistent year over year.
•The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $5.2 million and an in increase in corporate SG&A.
32

Operating Profit
 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Property
U.S.$857.9  $753.3  14 %
Asia90.0  84.3  7  
Africa130.7  77.3  69  
Europe22.4  22.1  1  
Latin America204.9  202.2  1  
Total property1,305.9  1,139.2  15  
Services8.8  13.9  (37)%
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Property      
U.S. $753.3
 $709.7
 6 %
Asia 84.3
 70.9
 19
EMEA 99.4
 98.3
 1
Latin America 202.2
 206.5
 (2)
Total property 1,139.2
 1,085.4
 5
Services 13.9
 15.7
 (11)%

•The increases in operating profit for the three months ended March 31, 2020 for our U.S., Asia, Africa and EMEAEurope property segments were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.

•The increase in operating profit for our Asia property segment was primarily attributable to a decrease in our segment SG&A, partially offset by a decrease in our segment gross margin.

The decrease in operating profitthe three months ended March 31, 2020 for our Latin America property segment was primarily attributable to an increase in our segment gross margin and a decrease in our segment SG&A.
•The decrease in operating profit for the three months ended March 31, 2020 for our services segment was primarily attributable to a decrease in our segment gross margin and an increase in our segment SG&A.

The decrease in operating profit for our services segment was primarily attributable to a decrease in our segment gross margin, partially offset by a decrease in our segment SG&A.



Depreciation, Amortization and Accretion
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Depreciation, amortization and accretion $436.9
 $446.3
 (2)%

 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Depreciation, amortization and accretion$472.3  $436.9  8 %
The decreaseincrease in depreciation, amortization and accretion expense for the three months ended March 31, 2020 was primarily attributable to foreign currency exchange rate fluctuations.

the acquisition, lease or construction of new sites since the beginning of the prior-year period, including the Eaton Towers Acquisition and the Entel Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization.
Other Operating Expenses
 
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Other operating expenses $20.1
 $167.8
 (88)%

 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Other operating expenses$14.2  $20.1  (29)%
The decrease in other operating expenses during the three months ended March 31, 2020 was primarily attributable to a decrease of $12.2 million in impairment charges of $129.3 million and a decrease in losses on sales or disposals of assets, which was partially offset by an increase in acquisition related costs of $17.6 million. During$8.1 million, primarily attributable to the three months ended March 31, 2019, we recorded impairment charges of $18.1 million as comparedEaton Towers Acquisition. Other one-time items in the current year substantially offset a one-time credit related to $147.4 million impairment charges recordeda pre-acquisition contingency in France in the prior-year period as a result of one of our tenants in India, Aircel Ltd.’s, filing for bankruptcy protection in February 2018.

period.
Total Other Expense
  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Total other expense $173.3
 $153.7
 13%

 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Total other expense$297.1  $173.3  71 %
Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses. We record unrealized foreign currency gains or losses as a result of foreign currency exchange rate fluctuations primarily associated with our intercompany notes and similar unaffiliated balances denominated in a currency other than the subsidiaries’ functional currencies.

33

The increase in total other expense during the three months ended March 31, 2020 was primarily due to an increaseforeign currency losses of $65.5 million in net interest expense of $10.9 million, primarily duethe current period, compared to a $0.5 billion increase in our average debt outstanding, and a decrease in foreign currency gains of $3.2 million.

$20.1 million in the prior-year period, and a loss on the retirement of long-term obligations of $34.6 million, attributable to the retirement of the 5.900% senior unsecured notes due 2021 (the “5.900% Notes”) during the period.
Income Tax Provision (Benefit)
Three Months Ended March 31,Percent Increase (Decrease)
Three Months Ended March 31, Percent Increase (Decrease) 20202019Percent Increase (Decrease)
2019 2018 
Income tax provision (benefit)$34.0
 $(31.1) (209)%
Income tax provisionIncome tax provision$21.1  $34.0  (38)%
Effective tax rate7.7% (12.5)%  Effective tax rate4.8 %7.7 %
As a real estate investment trust for U.S. federal income tax purposes (“REIT”), we may deduct earnings distributed to stockholders against the income generated by our REIT operations. In addition, we are able to offset certain income by utilizing our net operating losses (“NOLs”), subject to specified limitations. Consequently, the effective tax rate on income from continuing operations for the three months ended March 31, 20192020 and 20182019 differs from the federal statutory rate.

The changedecrease in the income tax provision (benefit) was primarily attributable an increase into realized foreign earnings subject to taxation forexchange losses during the three months ended March 31, 2019 as compared to2020 and the nonrecurrence of a one-time benefit for merger-related activity in our Asia property segment and the tax effect of an increase in impairment charges fortrue up adjustment during the three months ended March 31, 2018.2019.



Net Income/Adjusted EBITDA and Net Income/Nareit FFO/Consolidated AFFO
 Three Months Ended March 31,Percent Increase (Decrease)
 20202019
Net income$418.6  $407.6  3 %
Income tax provision21.1  34.0  (38) 
Other expense (income)63.8  (21.9) (391) 
Loss on retirement of long-term obligations34.6  0.1  34,500  
Interest expense208.8  207.5  1  
Interest income(10.1) (12.4) (19) 
Other operating expenses14.2  20.1  (29) 
Depreciation, amortization and accretion472.3  436.9  8  
Stock-based compensation expense47.7  42.5  12  
Adjusted EBITDA$1,271.0  $1,114.4  14 %
34

  Three Months Ended March 31, Percent Increase (Decrease)
  2019 2018 
Net income $407.6
 $280.3
 45 %
Income tax provision (benefit) 34.0
 (31.1) (209)
Other income (21.9) (27.8) (21)
Loss on retirement of long-term obligations 0.1
 —
 100
Interest expense 207.5
 199.6
 4
Interest income (12.4) (15.4) (19)
Other operating expenses 20.1
 167.8
 (88)
Depreciation, amortization and accretion 436.9
 446.3
 (2)
Stock-based compensation expense 42.5
 42.7
 (0)
Adjusted EBITDA $1,114.4
 $1,062.4
 5 %
 Three Months Ended March 31, Percent Increase (Decrease) Three Months Ended March 31,Percent Increase (Decrease)
 2019 2018  20202019Percent Increase (Decrease)
Net income $407.6
 $280.3
 45 %Net income$418.6  $407.6  3 %
Real estate related depreciation, amortization and accretion 388.5
 397.3
 (2)Real estate related depreciation, amortization and accretion419.5  388.5  8  
Losses from sale or disposal of real estate and real estate related impairment charges (1) 19.1
 166.3
 (89)Losses from sale or disposal of real estate and real estate related impairment charges (1)7.5  19.1  (61) 
Dividends on preferred stock —
 (9.4) (100)
Adjustments for unconsolidated affiliates and noncontrolling interests (45.6) (86.9) (48)Adjustments for unconsolidated affiliates and noncontrolling interests(26.4) (45.6) (42) 
Nareit FFO attributable to American Tower Corporation common stockholders $769.6
 $747.6
 3 %Nareit FFO attributable to American Tower Corporation common stockholders$819.2  $769.6  6 %
Straight-line revenue (5.3) (17.8) (70)Straight-line revenue(56.2) (5.3) 960  
Straight-line expense 9.2
 14.0
 (34)Straight-line expense12.7  9.2  38  
Stock-based compensation expense 42.5
 42.7
 (0)Stock-based compensation expense47.7  42.5  12  
Deferred portion of income tax (2) (2.9) (55.8) (95)
Deferred portion of income taxDeferred portion of income tax(14.0) (2.9) 383  
Non-real estate related depreciation, amortization and accretion 48.4
 49.0
 (1)Non-real estate related depreciation, amortization and accretion52.8  48.4  9  
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges 6.4
 2.9
 121
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges7.9  6.4  23  
Other income (3) (21.9) (27.8) (21)
Payment of shareholder loan (2)Payment of shareholder loan (2)(63.3) —  100  
Other expense (income) (3)Other expense (income) (3)63.8  (21.9) (391) 
Loss on retirement of long-term obligations 0.1
 —
 100
Loss on retirement of long-term obligations34.6  0.1  34,500  
Other operating expense (4) 1.0
 1.5
 (33)Other operating expense (4)6.7  1.0  570  
Capital improvement capital expenditures (28.2) (33.7) (16)Capital improvement capital expenditures(30.3) (28.2) 7  
Corporate capital expenditures (3.4) (2.4) 42
Corporate capital expenditures(1.4) (3.4) (59) 
Adjustments for unconsolidated affiliates and noncontrolling interests 45.6
 86.9
 (48)Adjustments for unconsolidated affiliates and noncontrolling interests26.4  45.6  (42) 
Consolidated AFFO $861.1
 $807.1
 7 %Consolidated AFFO$906.6  $861.1  5 %
Adjustments for unconsolidated affiliates and noncontrolling interests (5) (43.3) (47.8) (9)%Adjustments for unconsolidated affiliates and noncontrolling interests (5)38.8  (43.3) (190)%
AFFO attributable to American Tower Corporation common stockholders $817.8
 $759.3
 8 %AFFO attributable to American Tower Corporation common stockholders$945.4  $817.8  16 %
_______________
(1)
(1) Included in these amounts are impairment charges of $3.7 million and $18.1 million and $147.4 million, respectively.
(2)For the three months ended March 31, 2018, amount includes a tax benefit primarily attributable to the tax effect of an increase in impairment charges and a one-time benefit for merger-related activity in our Asia property segment.
(3)Includes gains on foreign currency exchange rate fluctuations of $20.1 million and $23.3 million, respectively.
(4)Primarily includes acquisition-related costs and integration costs. 


(2) Relates to the payment of capitalized interest associated with the acquisition of MTN Group Limited’s (“MTN”) redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). This long-term deferred interest was previously expensed but excluded from Consolidated AFFO.
(5)
(3) Includes losses (gains) on foreign currency exchange rate fluctuations of $65.5 million and ($20.1) million, respectively.
(4) Primarily includes acquisition-related costs and integration costs. 
(5) Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO. 

The increase in net income for the three months ended March 31, 2020 was primarily due to an increase in our operating profit, a decreasepartially offset by increases in other operating expenses, primarily relatedattributable to net foreign currency losses in the current period compared to net foreign currency gains in the prior period, a decrease in impairment chargesloss on retirement of $129.3long-term obligations of $34.6 million during the current period, attributable to the repayment of the 5.900% Notes, and decreasesan increase in depreciation, amortization and accretion expense, partially offset by the change in the income tax provision (benefit) and an increase in interest expense.

The increaseincreases in Adjusted EBITDA wasfor the three months ended March 31, 2020 were primarily attributable to the increaseincreases in our gross margin and a decreasepartially offset by increases in SG&A, of $6.7 million, excluding the impact of stock-based compensation expense.

expense, of $14.5 million.
The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the three months ended March 31, 2020 was primarily attributable to the increaseincreases in our operating profit, a decrease inexcluding the adjustment forimpact of straight-line revenue and a decrease in dividends on preferred stock,accounting, which was partially offset by an increase in cash paid for interest, including previously deferred interest associated with the change in the income tax provision (benefit) net of deferred amountsshareholder loan. AFFO attributable to American Tower Corporation common stockholders was also benefited by positive adjustments for unconsolidated affiliates and the adjustment for straight-line expense.noncontrolling interests.
35




Liquidity and Capital Resources
The information in this section updates as of March 31, 20192020 the “Liquidity and Capital Resources” section of the 20182019 Form 10-K and should be read in conjunction with that report.
Overview
As a holding company, our cash flows are derived primarily from the operations of, and distributions from, our operating subsidiaries or funds raised through borrowings under our credit facilities and debt or equity offerings.
The following table summarizes the significant components of our liquidity (in millions):
 As of March 31, 2019
Available under the 2013 Credit Facility$510.0
Available under the 2014 Credit Facility2,100.0
Letters of credit(10.0)
Total available under credit facilities, net2,600.0
Cash and cash equivalents1,004.8
Total liquidity$3,604.8
As of March 31, 2020
Available under the 2019 Multicurrency Credit Facility$2,034.6 
Available under the 2019 Credit Facility835.0 
Letters of credit(9.9)
Total available under credit facilities, net$2,859.7 
Cash and cash equivalents1,326.0 
Total liquidity$4,185.7 
Subsequent to March 31, 2019,2020, we borrowed an additional $920.0made net repayments of $710.0 million under our $2.25 billion senior unsecured revolving credit facility, entered into in January 2012 andas amended and restated in September 2014, as further amendedDecember 2019 (the “2014“2019 Credit Facility”), including repayments of $1.17 billion using proceeds from the April 2020 Term Loan (as defined below). The borrowings were used to repay existing indebtedness and for general corporate purposes.
Summary cash flow information is set forth below (in millions):
Three Months Ended March 31,Three Months Ended March 31,
2019 2018 20202019
Net cash provided by (used for):   Net cash provided by (used for):
Operating activities$785.1
 $791.8
Operating activities$800.0  $785.1  
Investing activities(323.3) (1,280.6)Investing activities(253.4) (323.3) 
Financing activities(650.4) 817.3
Financing activities(606.0) (650.4) 
Net effect of changes in foreign currency exchange rates on cash and cash equivalents(16.6) (4.5)
Net increase in cash and cash equivalents$(205.2) $324.0
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cashNet effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash(118.3) (16.6) 
Net decrease in cash and cash equivalents, and restricted cashNet decrease in cash and cash equivalents, and restricted cash$(177.7) $(205.2) 
We use our cash flows to fund our operations and investments in our business, including tower maintenance and improvements, communications site construction, managed network installations and tower and land acquisitions. Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.
In April 2019, Tata Teleservices Limited and Tata Sons Limited, two of our minority holders in India, delivered notice of exercise of their put options with respect to their remaining combined holdings in our Indian subsidiary, ATC Telecom Infrastructure Private Limited (“ATC TIPL”) (see note 1810 to our consolidated and condensed consolidated financial statements included in this Quarterly Report on Form 10-Q)Report). Accordingly, we expect to pay an amount equivalent to INR 24.8 billion (approximately $358.7$328.0 million at the March 31, 20192020 exchange rate) to redeem the put shares in 2019.2020, subject to regulatory approval.
As of March 31, 2019,2020, we had total outstanding principal indebtedness of $21.3$24.7 billion, with a current portion of $2.1$2.6 billion. During the three months ended March 31, 2019,2020, we generated sufficient cash flow from operations, together with borrowings under our credit facilities and cash on hand, to fund our capital expenditures and debt service obligations, as well as our required distributions. We believe cash generated by operating activities during the year ending December 31, 2019,2020, together with our borrowing capacity under our credit facilities and cash on hand, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions. As of


March 31, 2019,2020, we had $831.6 million$1.1 billion of cash and cash equivalents held by our foreign subsidiaries, of which $385.7$312.5 million was held by our joint ventures. While certain subsidiaries may pay us interest or
36

principal on intercompany debt, it has not been our practice to repatriate earnings from our foreign subsidiaries primarily due to our ongoing expansion efforts and related capital needs. However, in the event that we do repatriate any funds, we may be required to accrue and pay certain taxes.

Cash Flows from Operating Activities

The increase in cash provided by operating activities for the three months ended March 31, 20192020 was attributable to an increase in the operating profit of most of our property segments which was offset by an increase in cash used for working capital.

capital and deferred rent balances. The increase in cash used for working capital was primarily attributable to an increase in accounts receivable.
Cash Flows from Investing Activities

Our significant investing activities during the three months ended March 31, 20192020 are highlighted below:

•We spent $91.1$49.3 million for acquisitions.

•We spent $230.6$225.1 million for capital expenditures, as follows (in millions):
Discretionary capital projects (1)$84.6
Ground lease purchases (2)33.6
Capital improvements and corporate expenditures (3)31.6
Redevelopment61.8
Start-up capital projects19.0
Total capital expenditures (4)$230.6
_______________
Discretionary capital projects (1)Includes the construction of 728 communications sites globally.
$87.2 
Ground lease purchases (2)Includes $11.5 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.
32.6 
Capital improvements and corporate expenditures (3)Includes $1.3 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan, finance leases and capital leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.
31.7 
(4)RedevelopmentNet of purchase credits of $3.0 million on certain assets, which are recorded in investing activities in our condensed and consolidated statements of cash flows.51.0 
Start-up capital projects22.6 
Total capital expenditures (4)$225.1 

_______________
(1)Includes the construction of 1,008 communications sites globally.
(2)Includes $10.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.
(3)Includes $2.0 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.
(4)Net of purchase credits of $2.0 million on certain assets, which are recorded in investing activities in our condensed consolidated statements of cash flows.
We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies. Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site construction, and through acquisitions. We also regularly review our tower portfolios as to capital expenditures required to upgrade our towers to our structural standards or address capacity, structural or permitting issues. 

We expect that COVID-19 will have several impacts on our 2020 capital spending program, including the translational effects of foreign currency exchange rate fluctuations which reduce the U.S. Dollar equivalent of the total expected spend and the expectation that the construction of approximately 1,000 sites in India will be delayed until future periods. We expect that our 20192020 total capital expenditures will be between $950.0 million and $1.1 billion, as follows (in millions):


Discretionary capital projects (1)$315
to$355
Discretionary capital projects (1)$360  to$390  
Ground lease purchases150
to160
Ground lease purchases175  to185  
Capital improvements and corporate expenditures160
to180
Capital improvements and corporate expenditures155  to175  
Redevelopment255
to265
Redevelopment230  to250  
Start-up capital projects70
to90
Start-up capital projects130  to150  
Total capital expenditures$950
to$1,050
Total capital expenditures$1,050  to$1,150  
_______________
(1) Includes the construction of approximately 2,7505,000 to 3,7506,000 communications sites globally.



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Cash Flows from Financing Activities

Our significant financing activities were as follows (in millions):
 Three Months Ended March 31,
 2019 2018
Proceeds from issuance of senior notes, net$1,241.6
 $—
Proceeds from (repayments of) credit facilities, net465.0
 (330.0)
Proceeds from term loan1,300.0
 1,500.0
Repayments of term loan(1,500.0) —
Proceeds from issuance of securities in securitization transaction—
 500.0
Repayments of securitized debt—
 (500.0)
Repayment of senior notes(1,000.0) —
Distributions to noncontrolling interest holders, net(13.8) (0.3)
Purchase of noncontrolling interest (1)(425.7) —
Distributions paid on common and preferred stock(377.1) (323.2)
Three Months Ended March 31,
20202019
Proceeds from issuance of senior notes, net$1,496.0  $1,241.6  
Proceeds from credit facilities, net86.8  465.0  
Proceeds from term loan750.0  1,300.0  
Repayments of term loan(1,000.0) (1,500.0) 
Repayments of senior notes(500.0) (1,000.0) 
Distributions to noncontrolling interest holders, net(13.5) (13.8) 
Purchase of redeemable noncontrolling interest (1)(524.4) (425.7) 
Distributions paid on common stock  (454.9) (377.1) 
Purchases of common stock(39.7) —  
___________
(1)In the fourth quarter of 2018, two of our minority holders in India delivered notice of exercise of their put options with respect to certain shares in our Indian subsidiary, ATC TIPL (see note 12 to our consolidated and condensed consolidated financial statements included in this Quarterly Report on Form 10-Q).
(1) During the three months ended March 31, 2020, we completed the acquisition of MTN’s 49% redeemable noncontrolling interests in each of the our joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including an adjustment of $1.4 million. In the fourth quarter of 2018, two of our minority holders in India delivered notice of exercise of their put options with respect to certain shares in our Indian subsidiary, ATC TIPL. During the three months ended March 31, 2019, we completed the redemption of the put shares for total consideration of INR 29.4 billion ($425.7 million at the date of redemption).

Senior Notes
Repayments of Senior Notes
Repayment of 3.40%5.900% Senior Notes—Notes—On January 15, 2020, we redeemed all of the February 15, 2019 maturity date, we repaid $1.0 billion$500.0 million aggregate principal amount of 3.40% senior unsecured notes due 2019 (the “3.40% Notes”).the 5.900% Notes at a price equal to 106.7090% of the principal amount, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $539.6 million, including $6.1 million in accrued and unpaid interest. We recorded a loss on retirement of long-term obligations of $34.6 million, which includes prepayment consideration of $33.5 million and the associated unamortized discount and deferred financing costs. The 3.40% Notes were repaidredemption was funded with borrowings from our multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013under the 2019 Credit Facility”),Facility and the 2014 Credit Facility.cash on hand. Upon completion of the repayment, none of the 3.40%5.900% Notes remainremained outstanding.

Notice of Redemption of 2.800% Senior Notes—On April 9, 2020, we delivered notice of our election to call for redemption all of our outstanding 2.800% senior unsecured notes due 2020 (the “2.800% Notes”). We intend to redeem the 2.800% Notes at a price equal to the principal amount of the 2.800% Notes, together with accrued interest, if any, up to, but excluding, the redemption date, which has been set for May 11, 2020.
3.375%Offerings of Senior Notes
2.400% Senior Notes and 3.950%2.900% Senior Notes Offering—On March 15, 2019,January 10, 2020, we completed a registered public offering of $650.0$750.0 million aggregate principal amount of 3.375%2.400% senior unsecured notes due 20242025 (the “3.375%“2.400% Notes”) and $600.0 $750.0��million aggregate principal amount of 3.950%2.900% senior unsecured notes due 20292030 (the “3.950%“2.900% Notes” and, collectively with the 3.375% Notes, the “Notes”). The net proceeds from this offering were approximately $1,231.0$1,483.4 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 20132019 Credit Facility and 2014 Credit Facility.

The 3.375%2.400% Notes will mature on MayMarch 15, 20242025 and bear interest at a rate of 3.375%2.400% per annum. The 3.950%2.900% Notes will mature on MarchJanuary 15, 20292030 and bear interest at a rate of 3.950%2.900% per annum. Accrued and unpaid interest on the 3.375% Notes will be payable in U.S. Dollars semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. Accrued and unpaid interest on the 3.950%2.400% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019.2020. Accrued and unpaid interest on the 2.900% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from March 15, 2019January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

We may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date. If we redeem the 3.375% Notes on or after April 15, 2024 or the 3.950% Notes on or after December 15, 2028, we will not be required to pay a make-whole premium. In addition, if we undergo a change of control and corresponding ratings decline, each as defined in the supplemental indenture, we may be required to repurchase all of the applicable Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally with all of our other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.



The supplemental indenture contains certain covenants that restrict our ability to merge, consolidate or sell assets and our (together with our subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that we and our subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5x Adjusted EBITDA, as defined in the supplemental indenture.

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Bank Facilities

20132019 Multicurrency Credit Facility. Facility—During the three months ended March 31, 2019,2020, we borrowed an aggregate of $995.0875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $530.0$700.0 million of revolving indebtedness under the 2013our $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility.Facility”). We used the borrowings to fund acquisitions, to purchase noncontrolling interests in ATC TIPL, to repay existing indebtedness and for general corporate purposes. We currently have $3.8 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 20132019 Multicurrency Credit Facility in the ordinary course.

20142019 Credit Facility. Facility—During the three months ended March 31, 2019,2020, we borrowed an aggregate of $705.0 million$1.7 billion and repaid an aggregate of $705.0 million$1.9 billion of revolving indebtedness under the 20142019 Credit Facility. We used the borrowings to repay existing indebtedness, to purchase redeemable noncontrolling interests and for general corporate purposes. We currently have $6.2$6.1 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 20142019 Credit Facility in the ordinary course.

20192020 Term Loan.Loan—On February 14, 2019,13, 2020, we entered into a $1.3 billion unsecured term loan (the “2019the 2020 Term Loan”),Loan, the net proceeds of which were used, together with cash on hand, to repay all outstanding indebtedness under our $1.5$1.3 billion unsecured term loan entered into on March 29, 2018.February 14, 2019. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.

As of March 31, 2019,2020, the key terms under the 20132019 Multicurrency Credit Facility, 2014the 2019 Credit Facility, our $1.0 billion unsecured term loan, entered into in October 2013, as amended and restated in December 2019 (the “2013“2019 Term Loan”), and the 20192020 Term Loan were as follows:
Bank Facility (1)Outstanding Principal Balance ($ in millions)Maturity Date LIBOR borrowing interest rate range (2)Base rate borrowing interest rate range (2)Current margin over LIBOR and the base rate, respectively
2013 Credit Facility$2,340.0
June 28, 2022(3)0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2014 Credit Facility$—
January 31, 2024(3)0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2013 Term Loan$1,000.0
January 31, 2024 0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2019 Term Loan$1,300.0
February 13, 2020 0.550% - 1.375%0.000% - 0.375%0.800% and 0.000%
Bank Facility (1)Outstanding Principal Balance
($ in millions)		Maturity DateLIBOR borrowing interest rate range (2)Base rate borrowing interest rate range (2)Current margin over LIBOR and the base rate, respectively
2019 Multicurrency Credit Facility$965.4  (3)June 28, 2023(4)0.875% - 1.750%0.000% - 0.750%1.125% and 0.125%
2019 Credit Facility$1,415.0  January 31, 2025(4)0.875% - 1.750%0.000% - 0.750%  1.125% and 0.125%
2019 Term Loan$1,000.0  January 31, 20250.875% - 1.750%0.000% - 0.750%  1.125% and 0.125%
2020 Term Loan$750.0  February 12, 20210.65%0.00 %0.65% and 0.00%
___________
(1) Currently borrowed at the London Interbank Offered Rate (“LIBOR”).
(2)Represents interest rate above LIBOR for LIBOR based borrowings and the interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
(3)Subject to two optional renewal periods.

(2) Represents interest rate above LIBOR for LIBOR based borrowings and the interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
(3) Reflects borrowings denominated in EUR.
(4) Subject to two optional renewal periods.
We must pay a quarterly commitment fee on the undrawn portion of each of the 20132019 Multicurrency Credit Facility and the 20142019 Credit Facility. The commitment fee for the 20132019 Multicurrency Credit Facility and the 20142019 Credit Facility ranges from 0.100%0.080% to 0.350%0.300% per annum, based upon our debt ratings, and is currently 0.125%0.110%.
April 2020 Term Loan—On April 3, 2020, we entered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.
The 2013 Term Loan,2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan, the 2013 Credit Facility2020 Term Loan and the 2014 Credit FacilityApril 2020 Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under these bank facilities.
The loan agreements for each of the 2013 Term Loan,2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan, the 2013 Credit Facility2020 Term Loan and the 2014 Credit FacilityApril 2020 Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

39


Stock Repurchase Programs.Programs—In March 2011, our Board of Directors approved a stock repurchase program, pursuant to which we are authorized to repurchase up to $1.5 billion of our common stock (the “2011 Buyback”). In December 2017, our Board of Directors approved an additional stock repurchase program, pursuant to which we are authorized to repurchase up to $2.0 billion of our common stock (the “2017 Buyback” and, together with the 2011 Buyback, the “Buyback Programs”).
During the three months ended March 31, 2019,2020, we hadrepurchased 213,352 shares of our common stock under the 2011 Buyback for an aggregate of $45.1 million (of which $5.4 million was accrued as of March 31, 2020). During the three months ended March 31, 2020, there were no repurchases under either program.

the 2017 Buyback.
We expect to continue managing the pacing of the remaining $2.1approximately $2.0 billion (as of April 22, 2020) under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the Buyback Programs are subject to, among other things, us having available cash to fund repurchases.
Sales of Equity Securities.Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan and upon exercise of stock options granted under our equity incentive plans.plan. For the three months ended March 31, 2019,2020, we received an aggregate of $27.2$11.1 million in proceeds upon exercises of stock options.
Distributions.Distributions—As a REIT, we must annually distribute to our stockholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Generally, we have distributed, and expect to continue to distribute, all or substantially all of our REIT taxable income after taking into consideration our utilization of NOLs. We have distributed an aggregate of approximately $6.1$7.9 billion to our common stockholders, including the dividend paid in April 2019,January 2020, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending after 2017 and before 2026.
During the three months ended March 31, 2019,2020, we paid $0.84$1.01 per share, or $370.5$447.3 million, to common stockholders of record. In addition, we declared a distribution of $0.90$1.08 per share, or $397.8$478.8 million, paid on April 26, 201929, 2020 to our common stockholders of record at the close of business on April 11, 2019.14, 2020.
The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries and other factors that our Board of Directors may deem relevant.
We accrue distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2019,2020, the amount accrued for distributions payable related to unvested restricted stock units was $8.9$8.6 million. During the three months ended March 31, 2019,2020, we paid $6.6$7.6 million of distributions upon the vesting of restricted stock units.

Factors Affecting Sources of Liquidity
As discussed in the “Liquidity and Capital Resources” section of the 20182019 Form 10-K, our liquidity depends on our ability to generate cash flow from operating activities, borrow funds under our credit facilities and maintain compliance with the contractual agreements governing our indebtedness. We believe that the debt agreements discussed below represent our material debt agreements that contain covenants, our compliance with which would be material to an investor’s understanding of our financial results and the impact of those results on our liquidity.

Restrictions Under Loan Agreements Relating to Our Credit Facilities. Facilities—The loan agreements for the 20132019 Multicurrency Credit Facility, the 20142019 Credit Facility, the 20132019 Term Loan, the 2020 Term Loan and the 2019April 2020 Term Loan contain certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The loan agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. In the event that our debt ratings fall below investment grade, we must also maintain an interest coverage ratio of Adjusted EBITDA to Interest Expense (each as defined in the applicable loan agreement) of at least 2.50:1.00. As of March 31, 2019,2020, we were in compliance with each of these covenants.


40

Compliance Tests For The 12 Months Ended
March 31, 2020
($ in billions)
Ratio (1)Additional Debt Capacity Under Covenants (2)Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage RatioTotal Debt to Adjusted EBITDA
≤ 6.00:1.00		~ $6.0~ $1.0
Consolidated Senior Secured Leverage RatioSenior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00		~ $12.3 (4)~ $4.1
Compliance Tests For The 12 Months Ended
March 31, 2019
($ in billions)
Ratio (1)Additional Debt Capacity Under Covenants (2)Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage Ratio
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
~ $7.6~ $1.3
Consolidated Senior Secured Leverage Ratio
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
~ $11.5 (4)~ $3.8
_______________
(1)Each component of the ratio as defined in the applicable loan agreement.
(2)Assumes no change to Adjusted EBITDA.
(3)Assumes no change to our debt levels.
(4)Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.

(1) Each component of the ratio as defined in the applicable loan agreement.
(2) Assumes no change to Adjusted EBITDA.
(3) Assumes no change to our debt levels.
(4) Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.

The loan agreements for our credit facilities also contain reporting and information covenants that require us to provide financial and operating information to the lenders within certain time periods. If we are unable to provide the required information on a timely basis, we would be in breach of these covenants.

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

Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations. Securitizations—The indenture and related supplemental indentures governing the American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”) and the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes,” and, together with the Series 2015-1 Notes, the “2015 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactions completed in March 2013 (the “2013 Securitization”) and March 2018 (the “2018 Securitization” and, together with the 2013 Securitization, the “Trust Securitizations”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreement).
Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the 2015 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of March 31, 2019, $79.12020, $66.9 million held in such reserve accounts was classified as restricted cash.

Certain information with respect to the 2015 Securitization and the Trust Securitizations is set forth below. The debt service coverage ratio (“DSCR”) is generally calculated as the ratio of the net cash flow (as defined in the applicable


agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the 2015 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.
41

Issuer or BorrowerNotes/Securities IssuedConditions Limiting Distributions of Excess CashExcess Cash Distributed During the Three Months Ended March 31, 2019DSCR as of March 31, 2019Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)Issuer or BorrowerNotes/Securities IssuedConditions Limiting Distributions of Excess CashExcess Cash Distributed During the Three Months Ended March 31, 2020DSCR
as of March 31, 2020		Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
Cash Trap DSCRAmortization PeriodCash Trap DSCRAmortization Period
 (in millions) (in millions)(in millions)(in millions)(in millions)
2015 SecuritizationGTP Acquisition PartnersAmerican Tower Secured Revenue Notes, Series 2015-1 and Series 2015-21.30x, Tested Quarterly (2)(3)(4)$60.79.33x$214.4$218.42015 SecuritizationGTP Acquisition PartnersAmerican Tower Secured Revenue Notes, Series 2015-1 and Series 2015-21.30x, Tested Quarterly (2)(3)(4)$59.29.98x$231.8$235.8
Trust SecuritizationsAMT Asset Subs
Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R

1.30x, Tested Quarterly (2)(3)(5)$150.611.22x$592.4$601.4Trust SecuritizationsAMT Asset SubsSecured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R1.30x, Tested Quarterly (2)(3)(5)$73.911.26x$595.1$604.1
_______________
(1)Based on the net cash flow of the applicable issuer or borrower as of March 31, 2019 and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
(2)Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. 
(3)An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4)No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
(5)An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

(1) Based on the net cash flow of the applicable issuer or borrower as of March 31, 2020 and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
(2) Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. 
(3) An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
(4) No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
(5) An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

A failure to meet the noted DSCR tests could prevent GTP Acquisition Partners or the AMT Asset Subs from distributing excess cash flow to us, which could affect our ability to fund our capital expenditures, including tower construction and acquisitions, and to meet REIT distribution requirements. During an “amortization period,” all excess cash flow and any amounts then in the applicable Cash Trap Reserve Account would be applied to pay principal of the 2015 Notes or the Loan, as applicable, on each monthly payment date, and so would not be available for distribution to us. Further, additional interest will begin to accrue with respect to any series of the 2015 Notes or subclass of the Loan from and after the anticipated repayment date at a per annum rate determined in accordance with the applicable agreement. With respect to the 2015 Notes, upon the occurrence of, and during, an event of default, the applicable trustee may, in its discretion or at the direction of holders of more than 50% of the aggregate outstanding principal of any series of the 2015 Notes, declare such series of 2015 Notes immediately due and payable, in which case any excess cash flow would need to be used to pay holders of such notes. Furthermore, if GTP Acquisition Partners or the AMT Asset Subs were to default on a series of the 2015 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the 3,5563,540 communications sites that secure the 2015 Notes or the 5,1165,114 broadcast and wireless communications towers and related assets that secure the Loan, respectively, in which case we could lose such sites and the revenue associated with those assets.



As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may
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be prohibitively expensive or restricted by the terms of our outstanding indebtedness. Additionally, as further discussed under the caption “Risk Factors” in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, extreme market volatility and disruption caused by the COVID-19 pandemic may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, or refinance our existing indebtedness.
In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under the caption “Risk Factors” in Item 1A of the 20182019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, we derive a substantial portion of our revenues from a small number of tenants and, consequently, a failure by a significant tenant to perform its contractual obligations to us could adversely affect our cash flow and liquidity.
For more information regarding the terms of our outstanding indebtedness, please see note 8 to our consolidated financial statements included in the 20182019 Form 10-K.
Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis, including those related to impairment of long-lived assets, asset retirement obligations, revenue recognition, rent expense, income taxes and accounting for business combinations and acquisitions of assets, which we discussed in the 20182019 Form 10-K. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have reviewed our policies and estimates to determine our critical accounting policies for the three months ended March 31, 2019. As described in our 2018 Form 10-K and below, effective January 1, 2019, we adopted the new lease accounting guidance.2020. We have made no other material changes to the critical accounting policies described in the 20182019 Form 10-K.

Effective January 1,In October 2019, we adopted the new lease standard usingIndian Supreme Court issued a ruling regarding the modified retrospective method applied to lease arrangementsdefinition of adjusted gross revenue (“AGR”) and associated fees and charges, which was reaffirmed in March 2020, that were in placemay have a material financial impact on the transition date. The new lease accounting guidance required us to recognize a right-of-use lease asset and lease liability for operating and finance leases. The right-of-use asset is measured as the sumcertain of the lease liability, prepaid or accrued lease payments, any initial direct costs incurred and any other applicable amounts.

The calculation of the lease liability requires us to make certain assumptions for each lease, including lease term and discount rate implicit in each lease,our tenants which could significantlyaffect their ability to perform their obligations under agreements with us. We will continue to monitor the status of these developments, as it is possible that the estimated future cash flows may differ from current estimates and changes in estimated cash flows from tenants in India could have an impact the gross lease obligation, the durationon previously recorded tangible and the presentintangible assets, including amounts originally recorded as tenant-related intangibles. The carrying value of the lease liability. When calculating the lease term, we consider the renewal, cancellationtenant-related intangibles in India was $1,045.2 million as of March 31, 2020, which represents 12% of our consolidated balance of $8,485.7 million. Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and termination rights available to usnetwork location intangibles. The carrying values of our tower portfolio and the lessor. We determine the discount rate by calculating the incremental borrowing rate on a collateralized basis at the commencementnetwork location intangibles in India were $998.5 million and $446.9 million, respectively, as of a lease or upon a change in the lease term.

March 31, 2020, which represent 13% and 15% of our consolidated balances of $7,458.1 million and $3,028.2 million, respectively.
During the three months ended March 31, 2019,2020, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount. The fair value of our India reporting unit, which is based on the present value of forecasted future value cash flows (the income approach) exceeded the carrying value by approximately $327.8 million, or 8%. Key assumptions include future revenue growth rates and operating margins, capital expenditures, terminal period growth rate and the weighted-average cost of capital, which were determined considering historical data and current assumptions related to the impacts of the carrier consolidation.

consolidation, each of which could be impacted by our tenants’ ability to perform their contractual obligations as a result of the AGR ruling or otherwise.
For this reporting unit, we performed a sensitivity analysis on our significant assumptions as of December 31, 20182019 and determined that a (i) 6%less than 1% reduction of projected revenues, (ii) 5842 basis point increase in the weighted-average cost of


capital or (iii) 28%17% reduction in terminal sales growth rate, individually, each of which we determined to be reasonable, would impact our conclusion that the fair value of the India reporting unit exceeds its carrying value. There have been no material adverse changes to these sensitivities during the three months ended March 31, 2019.2020. Events that could negatively affect our India reporting unit’s financial results include increased customer attrition exceeding our
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forecast resulting from the ongoing carrier consolidation, carrier tenant bankruptcies and other factors set forth under the caption “Risk Factors” in Item 1A of the 20182019 Form 10-K.

10-K, as updated in Part II, Item 1A of this Quarterly Report.
The carrying value of goodwill in the India reporting unit was $1,054.6 million$1.0 billion as of March 31, 2019,2020, which represents 19.0%16% of our consolidated balance of $5,538.2 million.$5.9 billion.

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



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

Interest Rate Risk
As of March 31, 2019,2020, we have one interest rate swap agreement related to debt in Colombia. This swap has been designated as a cash flow hedge, has a notional amount of $16.1$12.9 million, has an interest rate of 5.74%5.37% and expires in April 2021. We also have three interest rate swap agreements related to the 2.250% senior unsecured notes due 2022 (the “2.250% Notes”). These swaps have been designated as fair value hedges, have an aggregate notional amount of $600.0 million, have an interest rate of one-month LIBOR plus applicable spreads and expire in January 2022. In addition, we have three interest rate swap agreements related to a portion of the 3.000% senior unsecured notes due 2023 (the “3.000% Notes”). These swaps have been designated as fair value hedges, have an aggregate notional amount of $500.0 million and an interest rate of one-month LIBOR plus applicable spreads and expire in June 2023.
Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. Variable rate debt as of March 31, 20192020 consisted of $2.3$965.4 million under the 2019 Multicurrency Credit Facility, $1.4 billion under the 20132019 Credit Facility, $1.3$1.0 billion under the 2019 Term Loan, $1.0 billion$750.0 million under the 20132020 Term Loan, $600.0 million under the interest rate swap agreements related to the 2.250% Notes, $500.0 million under the interest rate swap agreements related to the 3.000% Notes, $35.1$12.1 million under the South African credit facility, $16.1$4.3 million under the Colombian credit facility after giving effect to our interest rate swap agreement and $22.7$57.3 million under the Brazil credit facility.debt we assumed in connection with the Eaton Towers Acquisition. A 10% increase in current interest rates would result in an additional $5.2$2.2 million of interest expense for the three months ended March 31, 2019.

2020.
Foreign Currency Risk
We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of foreign currency exchange rate fluctuations. For the three months ended March 31, 2019,2020, 44% of our revenues and 51%52% of our total operating expenses were denominated in foreign currencies.
As of March 31, 2019,2020, we have incurred intercompany debt that is not considered to be permanently reinvested and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $115.1$106.7 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the three months ended March 31, 2019.2020.


ITEM 4.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q.Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of March 31, 20192020 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and


forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2019, we adopted the new lease accounting standard. We updated our lease policy and added additional controls over financial reporting by using a company-wide lease system to gather lessee information required for financial statement presentation, as well as to provide for the additional disclosure information required by the new standard.
There have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As permitted by the rules and regulations of the Securities and Exchange Commission, we excluded from our assessment the internal control over financial reporting at Eaton Towers which we acquired on December 31, 2019, for the year ended December 31, 2019. We consider Eaton Towers material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of Eaton Towers into our internal control structure.

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PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS

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

ITEM 1A.RISK FACTORS

ThereWe have updated certain risk factors as set forth below. Other than as set forth below, there were no material changes to the risk factors discusseddisclosed in Item 1A of the 20182019 Form 10-K.



A significant decrease in leasing demand for our communications infrastructure would materially and adversely affect our business and operating results, and we cannot control that demand.


A significant reduction in leasing demand for our communications infrastructure would materially and adversely affect our business, results of operations or financial condition. Factors that may affect such demand include:
•increased mergers, consolidations or exits that reduce the number of wireless service providers or increased use of network sharing among governments or wireless service providers;
•the financial condition of wireless service providers, including as a result of the COVID-19 pandemic;
•zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;
•governmental licensing of spectrum or restriction or revocation of our tenants’ spectrum licenses;
•a decrease in consumer demand for wireless services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, such as the adverse impact of the COVID-19 pandemic on the global economy and markets;
•the ability and willingness of wireless service providers to maintain or increase capital expenditures on network infrastructure;
•delays or changes in the deployment of next generation wireless technologies; and
•technological changes.

A substantial portion of our revenue is derived from a small number of tenants, and we are sensitive to adverse changes in the creditworthiness and financial strength of our tenants.

A substantial portion of our total operating revenues is derived from a small number of tenants. If any of these tenants are unwilling or unable to perform their obligations under their agreements with us, our revenues, results of operations, financial condition and liquidity could be materially and adversely affected.

One or more of our tenants, or their parent companies, may experience financial difficulties, file for bankruptcy or reduce or terminate operations as a result of a prolonged economic downturn, economic difficulties (including those from the imposition of taxes, fees, regulations or judicial interpretations of regulations, and any associated penalties or interest, which may be substantial, such as those imposed in India as a result of the October 2019 Indian Supreme Court ruling regarding the definition of AGR and associated fees and charges), or otherwise. The recent COVID-19 pandemic could adversely and materially affect our tenants through disruptions of, among other things, their ability to procure telecommunications equipment through their supply chains and their ability to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks. Such financial difficulties could result in uncollectible accounts receivable and an impairment of our deferred rent asset, tower asset, network location intangible asset, tenant-related intangible asset or goodwill. The loss of significant tenants, or the loss of all or a portion of our anticipated lease revenues from certain tenants, could have a material adverse effect on our business, results of operations or financial condition.

Due to the long-term nature of our tenant leases, we depend on the continued financial strength of our tenants. Many wireless service providers operate with substantial levels of debt. In our international operations, many of our tenants are subsidiaries of global telecommunications companies. These subsidiaries may not have the explicit or implied financial support of their parent entities.

In addition, many of our tenants and potential tenants rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the
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financial and credit markets, such as the current environment driven by the significant disruptions caused by the COVID-19 pandemic. If our tenants or potential tenants are unable to raise adequate capital to fund their business plans or face capital constraints, they may reduce their spending, file for bankruptcy or reduce or terminate operations, which could materially and adversely affect demand for our communications sites and our services business.

In the ordinary course of our business, we do occasionally experience disputes with our tenants, generally regarding the interpretation of terms in our leases. Historically, we have resolved these disputes in a manner that did not have a material adverse effect on us or our tenant relationships. However, it is possible that such disputes could lead to a termination of our leases with those tenants, a material adverse modification of the terms of those leases or a deterioration in our relationships with those tenants that leads to a failure to obtain new business from them, any of which could have a material adverse effect on our business, results of operations or financial condition. If we are forced to resolve any of these disputes through litigation, our relationship with the applicable tenant could be terminated or damaged, which could lead to decreased revenue or increased costs, resulting in a corresponding adverse effect on our business, results of operations or financial condition.

Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.

Our business, and that of our tenants, is subject to federal, state, local and foreign laws, treaties and regulations and administrative and judicial decisions. In certain jurisdictions, these regulations, laws and treaties could be applied or be enforced retroactively. Zoning authorities and community organizations are often opposed to the construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to tenant demands. Existing or new regulatory policies, regulations or laws may materially and adversely affect the timing, cost or completion of our communications sites or result in changes in the competitive landscape that may negatively affect our business. Noncompliance could result in the imposition of fines or an award of damages to litigants or result in decreased revenue. In addition, in certain jurisdictions, we and certain of our tenants are required to pay annual license fees, which may be subject to substantial increases by the government, or new fees may be enacted and applied retroactively. Governmental licenses may also be subject to periodic renewal and additional conditions to receive or maintain such license.

In addition, federal, state and local governments in many of our markets have recently taken actions to contain the spread of COVID-19, including travel bans, quarantines, shelter-in-place orders and business shutdowns, among others, and may take additional actions in the future. In response to governmental actions, we have taken a variety of measures, including providing support for our tenants remotely, requiring work-from-home arrangements and travel restrictions for our employees where practicable and other modifications to our business practices. These governmental actions could remain effective for a prolonged period of time with potential material adverse impacts on our, and our tenants’, business operations. Moreover, while the restrictions and limitations noted above may be relaxed or rolled back if and when COVID-19 abates, the actions may be reinstated as the pandemic continues to evolve. The scope and timing of any such reinstatement is difficult to predict and may materially affect our operations in the future.

Furthermore, the tax laws, regulations, applicable license terms and conditions, and interpretations governing our business, and that of our tenants, in jurisdictions where we operate may change at any time, potentially with retroactive effect. This includes changes in tax laws, spectrum use terms, administrative compliance guidance or judicial interpretations thereof. For example, the October 2019 Indian Supreme Court ruling regarding the definition of AGR and associated fees and charges may have a material financial impact on certain of our tenants which could affect their ability to perform their obligations under agreements with us. Changes in laws, regulations and judicial decisions could have a more significant impact on us as a REIT relative to other REITs due to the nature of our business and our use of taxable REIT subsidiaries. These factors could materially and adversely affect our business, results of operations or financial condition.

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.

Our international business operations and our potential expansion into additional new markets in the future expose us to potential adverse financial and operational problems not typically experienced in the United States. We anticipate that
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revenues from our international operations will continue to grow. Accordingly, our business is subject to risks associated with doing business internationally, including:
•uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications sites or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay;
•failure to retain our tax status or to obtain an expected tax status for which we have applied;
•expropriation or governmental regulation restricting foreign ownership or requiring reversion or divestiture;
•laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;
•changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;
•changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites;
•actions restricting or revoking our tenants’ spectrum licenses, or alterations or interpretations thereof, or suspending or terminating business under prior licenses;
•failure to comply with anti-bribery laws such as the Foreign Corrupt Practices Act or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements;
•failure to comply with data privacy laws or other protections of employee health and personal information;
•material site issues related to security, fuel availability and reliability of electrical grids;
•significant increases in, or implementation of new, license surcharges on our revenue;
•loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and
•price-setting or other similar laws or regulations for the sharing of passive infrastructure.

We also face risks associated with changes in foreign currency exchange rates, including those arising from the impacts of COVID-19 on the global economy and markets and those arising from our operations, investments and financing transactions related to our international business. Volatility in foreign currency exchange rates, which has recently increased as a result of uncertainties caused by COVID-19, can also affect our ability to plan, forecast and budget for our international operations and expansion efforts. Our revenues earned from our international operations are primarily denominated in their respective local currencies. We have not historically engaged in significant currency hedging activities relating to our non-U.S. Dollar operations, and a weakening of these foreign currencies against the U.S. Dollar would negatively impact our reported revenues, operating profits and income.

In addition, as we continue to invest in joint venture opportunities internationally, our partners may have business or economic goals that are inconsistent or conflict with ours, be in positions to take action contrary to our interests, policies or objectives, have competing interests in our, or other, markets that could create conflict of interest issues, withhold consents contrary to our requests or become unable or unwilling to fulfill their commitments, any of which could expose us to additional liabilities or costs, including requiring us to assume and fulfill the obligations of that joint venture or to execute buyouts of their interests.

Our expansion and innovation initiatives involve a number of risks and uncertainties, including those related to integrating acquired or leased assets, that could adversely affect our operating results, disrupt our operations or expose us to additional risk.

As we continue to acquire and build communications sites and other communications infrastructure assets in our existing markets and expand into new markets, we are subject to a number of risks and uncertainties, including not meeting our return on investment criteria and financial objectives, increased costs, assumed liabilities and the diversion of managerial attention. Achieving the benefits of acquisition and innovation activities depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations. Additionally, temporary business closures and social distancing measures in response to COVID-19 may have a negative impact on the timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Our expansion and innovation initiatives could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects of and restrictions in response to the COVID-19 pandemic in any of our markets. Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or
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related communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid. Some of our acquired tower portfolios have included sites that do not meet our structural specifications, including sites that may be overburdened. In these cases, in addition to additional capital expenditures, general liability risks associated with such towers will exist until such time as those towers are upgraded or otherwise remedied. In addition, integration may significantly burden management and internal resources, including through the potential loss or unavailability of key personnel. If we fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity, we may not realize the benefits we expect from our acquired portfolios, and our business, financial condition and results of operations may be adversely affected. Our international expansion initiatives are subject to additional risks such as those described above.

As a result of acquisitions, we have a substantial amount of intangible assets and goodwill. In accordance with GAAP, we are required to assess our goodwill and other intangible assets annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired. If, as a result of the factors noted above, the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or the estimated fair value of other intangible assets in the period the determination is made.

Our expansion and innovation initiatives may not be successful, or we may be required to record impairment charges for our goodwill or for other intangible assets, which could have a material adverse effect on our business, results of operations or financial condition.

Our leverage and debt service obligations may materially and adversely affect our ability to raise additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our distribution requirements.

Our leverage and debt service obligations could have significant negative consequences to our business, results of operations or financial condition, including:
•requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions;
•impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured;
•limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets; and
•limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.

We may need to raise additional capital through debt financing activities, asset sales or equity issuances, even if the then-prevailing market conditions are not favorable, to fund capital expenditures, future growth and expansion initiatives, required purchases of our joint venture partners’ interests and to satisfy our distribution requirements and debt service obligations. An increase in our total leverage could lead to a downgrade of our credit rating below investment grade, which could negatively impact our ability to access credit markets or preclude us from obtaining funds on investment grade terms, rates and conditions or subject us to additional loan covenants, which could accelerate our debt repayment obligations. Further, certain of our current debt instruments limit the amount of indebtedness we and our subsidiaries may incur. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.

Further, extreme market volatility and disruption caused by COVID-19 may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations, which in turn may have an adverse impact on our credit ratings. The extent to which COVID-19 will impact our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted at this time due to the rapid evolution of this uncertain situation.

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Our towers, fiber networks, data centers or computer systems may be affected by natural disasters, security breaches and other unforeseen events for which our insurance may not provide adequate coverage.

Our towers, fiber networks, data centers and computer systems are subject to risks associated with natural disasters, such as hurricanes, ice and wind storms, tornadoes, floods, earthquakes and wildfires, as well as other unforeseen events, such as the potential adverse effects of COVID-19 (including attacks on towers instigated by claims that the deployment of fifth generation (5G) networks is linked to the COVID-19 outbreak) or other pandemics and acts of terrorism. During the past several years, we have seen an increase in severe weather events and expect this trend to continue due to climate change. Climate change or efforts to regulate emissions may also have direct or indirect effects on our business by increasing the cost of emission compliance or fuel we need to deliver primary power to our tenants under our contractual obligations, typically through diesel-powered generators, in emerging markets. Further, any damage or destruction to, or inability to access our towers, fiber networks, data centers or computer systems, as a result of measures implemented in response to COVID-19 or otherwise, may impact our ability to provide services to our tenants and lead to tenant loss, which could have a material adverse effect on our business, results of operations or financial condition.

As part of our normal business activities and in our innovation or managed networks businesses, we rely on information technology and other computing resources. Our computer systems, network operation centers or power systems, or those of our cloud or Internet-based providers, could fail on their own accord and are subject to interruption or damage from power outages, computer and telecommunications failures, computer viruses, security breaches (including through cyber-attack, data theft and exploiting potentially vulnerable services, such as virtual private networks and communication and collaboration platforms as a result of increased teleworking activity in response to COVID-19), usage errors, catastrophic events such as natural disasters and other events beyond our control. Although we and our vendors have disaster recovery programs and security measures in place, if our computer systems and our backup systems are compromised, degraded, damaged, breached or otherwise cease to function properly, we could suffer interruptions in our operations, including our ability to correctly record, process and report financial information, our tenants’ network availability may be impacted or we could unintentionally allow misappropriation of proprietary or confidential information (including information about our tenants or landlords, or tenant information on our innovation or managed networks businesses), which could result in a loss of revenue, damage our reputation, litigation, penalties under existing or future data privacy laws and require us to incur significant costs to remediate or otherwise resolve these issues. In addition, our recent acquisitions, including acquisitions of fiber businesses, may increase our exposure to the risks described above and have material and adverse effects on our business.

While we maintain insurance coverage for natural disasters, business interruption and cybersecurity, we may not have adequate insurance to cover the associated costs of repair or reconstruction of sites or fiber for a major future event, lost revenue, including from new tenants that could have been added to our towers, fiber networks or data centers but for the event, or other costs to remediate the impact of a significant event. Further, we may be liable for damage caused by towers that collapse for any number of reasons including structural deficiencies, which could harm our reputation and require us to incur costs for which we may not have adequate insurance coverage.

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
During the three months ended March 31, 2020, we repurchased a total of 213,352 shares of our common stock for an aggregate of $45.1 million, including commissions and fees, pursuant to the 2011 Buyback. We had no repurchases under the 2017 Buyback. The table below sets forth details of our repurchases during the three months ended March 31, 2020.
PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
(in millions)
January 1, 2020 - January 31, 2020—  $—  —  $92.4  
February 1, 2020 - February 29, 2020—  $—  —  $92.4  
March 1, 2020 - March 31, 2020213,352$211.45  213,352$47.3  
Total First Quarter213,352$211.45  213,352$47.3  
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(1) Repurchases made pursuant to the 2011 Buyback. Under this program, our management is authorized to purchase shares from time to time
through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we make purchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. This program may be discontinued at any time.
(2) Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.
(3) Remaining under the 2011 Buyback.

We continued to repurchase shares of our common stock pursuant to the 2011 Buyback subsequent to March 31, 2020. Between April 1, 2020 and April 22, 2020, we repurchased an additional 48,251 shares of our common stock for an aggregate of $10.3 million, including commissions and fees. As a result, as of April 29, 2020, we had repurchased a total of 14.4 million shares of our common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees.
We expect to continue to manage the pacing of the remaining approximately $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the 2011 Buyback and the 2017 Buyback are subject to our having available cash to fund repurchases.

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ITEM 6.EXHIBITS
Incorporated By Reference
Exhibit No.  Description of DocumentFormFile No.Date of FilingExhibit No.
3.1  8-K001-14195January 3, 20123.1
3.2  8-K001-14195January 3, 20123.2
3.3  8-K001-14195February 16, 20163.1
4.1  8-K001-14195January 10, 20204.1
10.1  10-K001-14195February 25, 202010.32
10.2  Filed herewith as Exhibit 10.2———
10.3  8-K001-14195April 16, 202010.1
31.1    Filed herewith as Exhibit 31.1———
31.2    Filed herewith as Exhibit 31.2———
32    Filed herewith as Exhibit 32———
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith as Exhibit 101———
Exhibit No.Description of Document
101.CAL
3.1
Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, effective as of December 31, 2011 (filed as exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 3, 2012, and incorporated herein by reference)
3.2
Certificate of Merger, effective as of December 31, 2011 (filed as exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 3, 2012, and incorporated herein by reference)
3.3
Amended and Restated By-Laws of the Company, effective as of February 12, 2016 (filed as exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 16, 2016, and incorporated herein by reference)
4.1
Supplemental Indenture No. 11, dated as of March 15, 2019, by and between American Tower Corporation and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on March 15, 2019, and incorporated herein by reference)
10.1
Form of Restricted Stock Unit Agreement (U.S. Employee/ Non-Employee Director) (For grants made beginning March 1, 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”) on February 27, 2019, and incorporated herein by reference)
10.2
Form of Restricted Stock Unit Agreement (Non-U.S. Employee) (For grants made beginning March 1, 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended (filed as Exhibit 10.11 to the Form 10-K on February 27, 2019, and incorporated herein by reference)
10.3
Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) (For grants made beginning 2019) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended (filed as Exhibit 10.14 to the Form 10-K on February 27, 2019, and incorporated herein by reference)
10.4
Term Loan Agreement, dated February 14, 2019, among the Company, as borrower, Mizuho Bank, Ltd., as administrative agent, joint lead arranger and joint bookrunner, The Bank of Nova Scotia and TD Securities (USA) LLC, as co-syndication agents, joint lead arrangers and joint bookrunners (filed as Exhibit 10.59 to the Form 10-K on February 27, 2019, and incorporated herein by reference)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certifications filed pursuant to 18. U.S.C. Section 1350
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)————

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
AMERICAN TOWER CORPORATION
Date: April 29, 2020By:
AMERICAN TOWER CORPORATION/S/   RODNEY M . SMITH    
Date: May 3, 2019By:
/S/   THOMAS A. BARTLETT   
Thomas A. Bartlett
Rodney M. Smith
Executive Vice President, and Chief Financial Officer
and Treasurer
(Duly Authorized Officer and Principal Financial Officer)




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