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 ~~September 30, 2020.~~March 31, 2021.

☐ 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)


Delaware						65-0723837
(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	AMT	New York Stock Exchange
1.375% Senior Notes due 2025	AMT 25A	New York Stock Exchange
1.950% Senior Notes due 2026	AMT 26B	New York Stock Exchange
0.500% Senior Notes due 2028	AMT 28A	New York Stock Exchange
1.000% Senior Notes due 2032	AMT 32	New 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 ☒ 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 ☒ 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

☐

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 ☒

As of ~~October~~April 22, ~~2020,~~2021, there were ~~444,213,360~~444,797,395 shares of common stock outstanding.

AMERICAN TOWER CORPORATION

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2020~~MARCH 31, 2021

Page Nos.

PART I. FINANCIAL INFORMATION

Item 1.

Unaudited Consolidated and Condensed Consolidated Financial Statements

Consolidated Balance Sheets as of ~~September~~March ~~30, 2020~~3 1 , 202 1 and December 31, ~~2019~~20 20

Consolidated Statements of Operations for the three months ended March 3 1 , 202 1 and ~~nine~~20 ~~months ended~~ ~~September~~ ~~30, 2020 and 2019~~20

Consolidated Statements of Comprehensive Income (Loss) for the three ~~and~~ ~~nine~~ months ended ~~September~~March ~~30, 2020~~3 1 , 202 1 and ~~2019~~20 20

Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March ~~30, 2020~~3 1 , 202 1 and ~~2019~~20 20

Consolidated Statements of Equity for the three ~~and~~ ~~nine~~ months ended ~~September~~March ~~30, 2020~~3 1, 202 1 and ~~2019~~20 20

Notes to Consolidated and Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3128

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

5749

Item 4.

Controls and Procedures

5749

PART II. OTHER INFORMATION

Item 1.

Item 1A.

Item 6.


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)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	1,626.0	$	1,501.2	Cash and cash equivalents	$	1,913.6	$	1,746.3
Restricted cash	Restricted cash	104.2		76.8		Restricted cash	79.7		115.1

Accounts receivable, net	Accounts receivable, net	573.6		462.2		Accounts receivable, net	537.7		511.6
Prepaid and other current assets	Prepaid and other current assets	548.7		513.6		Prepaid and other current assets	490.6		532.6

Total current assets	Total current assets	2,852.5		2,553.8		Total current assets	3,021.6		2,905.6
PROPERTY AND EQUIPMENT, net	PROPERTY AND EQUIPMENT, net	11,643.6		12,084.4		PROPERTY AND EQUIPMENT, net	12,712.5		12,808.7
GOODWILL	GOODWILL	5,848.6		6,178.3		GOODWILL	7,262.4		7,282.7
OTHER INTANGIBLE ASSETS, net	OTHER INTANGIBLE ASSETS, net	11,517.3		12,318.4		OTHER INTANGIBLE ASSETS, net	13,507.3		13,839.8
DEFERRED TAX ASSET	DEFERRED TAX ASSET	115.0		131.8		DEFERRED TAX ASSET	127.3		123.1
DEFERRED RENT ASSET	DEFERRED RENT ASSET	1,918.0		1,771.1		DEFERRED RENT ASSET	2,197.4		2,084.3
RIGHT-OF-USE ASSET	RIGHT-OF-USE ASSET	7,252.0		7,357.4		RIGHT-OF-USE ASSET	7,719.9		7,789.2
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS	NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS	315.2		406.4		NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS	394.1		400.1
TOTAL	TOTAL	$	41,462.2	$	42,801.6	TOTAL	$	46,942.5	$	47,233.5
LIABILITIES	LIABILITIES					LIABILITIES
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable	Accounts payable	$	117.0	$	148.1	Accounts payable	$	130.1	$	139.1
Accrued expenses	Accrued expenses	914.1		958.2		Accrued expenses	944.8		1,043.7
Distributions payable	Distributions payable	512.6		455.0		Distributions payable	555.8		544.6
Accrued interest	Accrued interest	139.4		209.4		Accrued interest	167.1		207.8
Current portion of operating lease liability	Current portion of operating lease liability	487.3		494.5		Current portion of operating lease liability	555.8		539.9
Current portion of long-term obligations	Current portion of long-term obligations	771.3		2,928.2		Current portion of long-term obligations	1,336.5		789.8
Unearned revenue	Unearned revenue	324.4		294.3		Unearned revenue	506.5		390.6
Total current liabilities	Total current liabilities	3,266.1		5,487.7		Total current liabilities	4,196.6		3,655.5
LONG-TERM OBLIGATIONS	LONG-TERM OBLIGATIONS	24,011.0		21,127.2		LONG-TERM OBLIGATIONS	27,990.3		28,497.7
OPERATING LEASE LIABILITY	OPERATING LEASE LIABILITY	6,424.4		6,510.4		OPERATING LEASE LIABILITY	6,812.9		6,884.4
ASSET RETIREMENT OBLIGATIONS	ASSET RETIREMENT OBLIGATIONS	1,377.1		1,384.1		ASSET RETIREMENT OBLIGATIONS	1,574.6		1,571.3
DEFERRED TAX LIABILITY	DEFERRED TAX LIABILITY	770.4		768.3		DEFERRED TAX LIABILITY	854.7		859.5
OTHER NON-CURRENT LIABILITIES	OTHER NON-CURRENT LIABILITIES	869.2		937.0		OTHER NON-CURRENT LIABILITIES	961.6		984.6
Total liabilities	Total liabilities	36,718.2		36,214.7		Total liabilities	42,390.7		42,453.0
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES					COMMITMENTS AND CONTINGENCIES	0		0
REDEEMABLE NONCONTROLLING INTERESTS	REDEEMABLE NONCONTROLLING INTERESTS	554.9		1,096.5		REDEEMABLE NONCONTROLLING INTERESTS	212.9		212.1
EQUITY (shares in thousands):	EQUITY (shares in thousands):					EQUITY (shares in thousands):

Common stock: $.01 par value; 1,000,000 shares authorized; 455,105 and 453,541 shares issued; and 444,190 and 442,890 shares outstanding, respectively		4.5		4.5
Common stock: $.01 par value; 1,000,000 shares authorized; 455,708 and 455,245 shares issued; and 444,793 and 444,330 shares outstanding, respectively						Common stock: $.01 par value; 1,000,000 shares authorized; 455,708 and 455,245 shares issued; and 444,793 and 444,330 shares outstanding, respectively	4.6		4.6
Additional paid-in capital	Additional paid-in capital	10,369.6		10,117.7		Additional paid-in capital	10,474.6		10,473.7
Distributions in excess of earnings	Distributions in excess of earnings	(1,168.8)		(1,016.8)		Distributions in excess of earnings	(1,251.8)		(1,343.0)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(4,191.2)		(2,823.6)		Accumulated other comprehensive loss	(4,061.6)		(3,759.4)
Treasury stock (10,915 and 10,651 shares at cost, respectively)		(1,282.4)		(1,226.4)
Treasury stock (10,915 shares at cost)						Treasury stock (10,915 shares at cost)	(1,282.4)		(1,282.4)
Total American Tower Corporation equity	Total American Tower Corporation equity	3,731.7		5,055.4		Total American Tower Corporation equity	3,883.4		4,093.5
Noncontrolling interests	Noncontrolling interests	457.4		435.0		Noncontrolling interests	455.5		474.9
Total equity	Total equity	4,189.1		5,490.4		Total equity	4,338.9		4,568.4
TOTAL	TOTAL	$	41,462.2	$	42,801.6	TOTAL	$	46,942.5	$	47,233.5

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
REVENUES:	REVENUES:									REVENUES:
Property	Property	$	1,987.6	$	1,921.6	$	5,854.0	$	5,556.5	Property		$	2,129.7	$	1,973.2
Services	Services	25.3		32.0		65.0		100.1		Services		28.8		19.9
Total operating revenues	Total operating revenues	2,012.9		1,953.6		5,919.0		5,656.6		Total operating revenues		2,158.5		1,993.1
OPERATING EXPENSES:	OPERATING EXPENSES:									OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):	Costs of operations (exclusive of items shown separately below):									Costs of operations (exclusive of items shown separately below):
Property	Property	552.1		548.0		1,626.5		1,630.4		Property		563.3		544.1
Services	Services	10.5		11.9		28.1		36.2		Services		11.0		7.9
Depreciation, amortization and accretion	Depreciation, amortization and accretion	473.9		442.8		1,401.1		1,328.6		Depreciation, amortization and accretion		522.5		472.3
Selling, general, administrative and development expense	Selling, general, administrative and development expense	176.0		187.9		582.4		550.8		Selling, general, administrative and development expense		182.6		217.8
Other operating expenses	Other operating expenses	15.3		34.7		67.7		83.5		Other operating expenses		50.4		14.2
Total operating expenses	Total operating expenses	1,227.8		1,225.3		3,705.8		3,629.5		Total operating expenses		1,329.8		1,256.3
OPERATING INCOME	OPERATING INCOME	785.1		728.3		2,213.2		2,027.1		OPERATING INCOME		828.7		736.8
OTHER INCOME (EXPENSE):	OTHER INCOME (EXPENSE):									OTHER INCOME (EXPENSE):

Interest income	Interest income	9.7		12.2		28.2		36.3		Interest income		11.4		10.1
Interest expense	Interest expense	(190.9)		(201.3)		(597.4)		(613.3)		Interest expense		(207.0)		(208.8)
Loss on retirement of long-term obligations	Loss on retirement of long-term obligations	(37.2)		0		(71.8)		(22.2)		Loss on retirement of long-term obligations		(25.7)		(34.6)
Other (expense) income (including foreign currency (losses) gains of $(49.4), $(1.1), $(152.7) and $13.7, respectively)		(64.5)		2.8		(170.8)		19.6
Other income (expense) (including foreign currency gains (losses) of $94.7 and $(65.5), respectively)										Other income (expense) (including foreign currency gains (losses) of $94.7 and $(65.5), respectively)		95.2		(63.8)
Total other expense	Total other expense	(282.9)		(186.3)		(811.8)		(579.6)		Total other expense		(126.1)		(297.1)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	502.2		542.0		1,401.4		1,447.5		INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		702.6		439.7
Income tax provision	Income tax provision	(39.3)		(36.7)		(71.5)		(100.3)		Income tax provision		(50.3)		(21.1)
NET INCOME	NET INCOME	462.9		505.3		1,329.9		1,347.2		NET INCOME		652.3		418.6
Net loss (income) attributable to noncontrolling interests		1.5		(6.7)		(4.4)		(22.1)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS		464.4		498.6		1,325.5		1,325.1
Net income attributable to noncontrolling interests										Net income attributable to noncontrolling interests		(7.3)		(3.6)

NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS	NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS	$	464.4	$	498.6	$	1,325.5	$	1,325.1	NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS		$	645.0	$	415.0
NET INCOME PER COMMON SHARE AMOUNTS:	NET INCOME PER COMMON SHARE AMOUNTS:									NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common stockholders	Basic net income attributable to American Tower Corporation common stockholders	$	1.05	$	1.13	$	2.99	$	3.00	Basic net income attributable to American Tower Corporation common stockholders		$	1.45	$	0.94
Diluted net income attributable to American Tower Corporation common stockholders	Diluted net income attributable to American Tower Corporation common stockholders	$	1.04	$	1.12	$	2.97	$	2.98	Diluted net income attributable to American Tower Corporation common stockholders		$	1.45	$	0.93
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):	WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):									WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC	BASIC	443,766		442,763		443,420		442,110		BASIC		444,486		443,055
DILUTED	DILUTED	446,156		445,829		446,008		445,352		DILUTED		446,294		445,832

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net income	Net income	$	462.9	$	505.3	$	1,329.9	$	1,347.2	Net income		$	652.3	$	418.6
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Changes in fair value of cash flow hedges, each net of tax expense of $0	Changes in fair value of cash flow hedges, each net of tax expense of $0	(0.1)		0.0		(0.2)		(0.1)		Changes in fair value of cash flow hedges, each net of tax expense of $0		(0.0)		(0.0)
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0	Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0	0.1		0.1		0.2		0.2		Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0		0.0		0.0

Foreign currency translation adjustments, net of tax (benefit) expense of $(0.0), $(0.0), $(0.0), and $0.4, respectively		115.0		(407.6)		(1,222.7)		(320.6)
Other comprehensive income (loss)		115.0		(407.5)		(1,222.7)		(320.5)
Comprehensive income		577.9		97.8		107.2		1,026.7
Allocation of accumulated other comprehensive income resulting from purchase of noncontrolling interest and redeemable noncontrolling interest		0		0		(142.2)		(52.4)
Comprehensive (income) loss attributable to noncontrolling interests		(30.2)		28.5		(7.1)		14.7
Foreign currency translation adjustments, each net of tax benefit of $(0.0)										Foreign currency translation adjustments, each net of tax benefit of $(0.0)		(323.7)		(1,343.5)
Other comprehensive loss										Other comprehensive loss		(323.7)		(1,343.5)
Comprehensive income (loss)										Comprehensive income (loss)		328.6		(924.9)
Allocation of accumulated other comprehensive income (loss) resulting from purchases of redeemable noncontrolling interests										Allocation of accumulated other comprehensive income (loss) resulting from purchases of redeemable noncontrolling interests		0.1		(142.2)
Comprehensive loss attributable to noncontrolling interests										Comprehensive loss attributable to noncontrolling interests		14.1		34.0
Comprehensive income (loss) attributable to American Tower Corporation stockholders	Comprehensive income (loss) attributable to American Tower Corporation stockholders	$	547.7	$	126.3	$	(42.1)	$	989.0	Comprehensive income (loss) attributable to American Tower Corporation stockholders		$	342.8	$	(1,033.1)

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	1,329.9	$	1,347.2	Net income	$	652.3	$	418.6
Adjustments to reconcile net income to cash provided by operating activities	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	Depreciation, amortization and accretion	1,401.1		1,328.6		Depreciation, amortization and accretion	522.5		472.3
Stock-based compensation expense	Stock-based compensation expense	99.0		87.9		Stock-based compensation expense	38.0		47.7
Loss on early retirement of long-term obligations	Loss on early retirement of long-term obligations	71.8		22.2		Loss on early retirement of long-term obligations	25.7		34.6
Other non-cash items reflected in statements of operations	Other non-cash items reflected in statements of operations	248.1		163.8		Other non-cash items reflected in statements of operations	(87.5)		81.6
Increase in net deferred rent balances	Increase in net deferred rent balances	(178.9)		(99.6)		Increase in net deferred rent balances	(119.9)		(56.2)
Right-of-use asset and Operating lease liability, net	Right-of-use asset and Operating lease liability, net	0.2		51.2		Right-of-use asset and Operating lease liability, net	4.1		1.0
Increase in assets		(148.9)		(84.5)
Decrease in liabilities		(73.2)		(57.9)
Decrease (increase) in assets						Decrease (increase) in assets	18.1		(210.8)
Increase in liabilities						Increase in liabilities	39.4		11.2
Cash provided by operating activities	Cash provided by operating activities	2,749.1		2,758.9		Cash provided by operating activities	1,092.7		800.0
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities	Payments for purchase of property and equipment and construction activities	(668.8)		(724.6)		Payments for purchase of property and equipment and construction activities	(324.8)		(214.4)
Payments for acquisitions, net of cash acquired	Payments for acquisitions, net of cash acquired	(333.6)		(687.6)		Payments for acquisitions, net of cash acquired	(114.8)		(49.3)

Proceeds from sale of short-term investments and other non-current assets	Proceeds from sale of short-term investments and other non-current assets	14.7		378.4		Proceeds from sale of short-term investments and other non-current assets	4.4		5.8
Payments for short-term investments		0		(355.9)

Deposits and other	Deposits and other	17.1		(11.1)		Deposits and other	(3.5)		4.5
Cash used for investing activities	Cash used for investing activities	(970.6)		(1,400.8)		Cash used for investing activities	(438.7)		(253.4)
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under credit facilities	Borrowings under credit facilities	5,380.4		3,330.0		Borrowings under credit facilities	1,870.0		2,642.3
Proceeds from issuance of senior notes, net	Proceeds from issuance of senior notes, net	6,232.1		3,529.7		Proceeds from issuance of senior notes, net	1,398.1		1,496.0
Proceeds from term loan	Proceeds from term loan	1,940.0		1,300.0		Proceeds from term loan	0		750.0

Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases	Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases	(12,918.1)		(7,672.4)		Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases	(3,071.3)		(4,351.2)
Distributions to noncontrolling interest holders, net	Distributions to noncontrolling interest holders, net	(13.8)		(11.6)		Distributions to noncontrolling interest holders, net	(8.1)		(13.5)

Purchases of common stock	Purchases of common stock	(56.0)		0		Purchases of common stock	0		(39.7)
Proceeds from stock options and employee stock purchase plan		82.5		92.7
Proceeds from stock options						Proceeds from stock options	1.9		11.1
Distributions paid on common stock	Distributions paid on common stock	(1,421.8)		(1,182.2)		Distributions paid on common stock	(544.9)		(454.9)

Payment for early retirement of long-term obligations	Payment for early retirement of long-term obligations	(68.2)		(21.0)		Payment for early retirement of long-term obligations	(61.9)		(33.5)
Deferred financing costs and other financing activities	Deferred financing costs and other financing activities	(152.1)		(114.1)		Deferred financing costs and other financing activities	(61.3)		(88.2)
Purchase of redeemable noncontrolling interest	Purchase of redeemable noncontrolling interest	(524.4)		(425.7)		Purchase of redeemable noncontrolling interest	(2.5)		(524.4)

Cash used for financing activities	Cash used for financing activities	(1,519.4)		(1,174.6)		Cash used for financing activities	(480.0)		(606.0)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(106.9)		(40.1)		Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(42.1)		(118.3)
NET INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH		152.2		143.4
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH						NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH	131.9		(177.7)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD	CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD	1,578.0		1,304.9		CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD	1,861.4		1,578.0
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	1,730.2	$	1,448.3	CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	1,993.3	$	1,400.3
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $24.2 AND $9.5, RESPECTIVELY)		$	86.0	$	111.0
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $24.8 AND $0.1, RESPECTIVELY)						CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $24.8 AND $0.1, RESPECTIVELY)	$	5.8	$	35.1
CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	643.4	$	621.5	CASH PAID FOR INTEREST	$	239.1	$	262.0
NON-CASH INVESTING AND FINANCING ACTIVITIES:	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	$	48.7	$	52.8	Purchases of property and equipment under finance leases and perpetual easements	$	10.5	$	13.1
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities	Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities	$	(16.7)	$	(30.5)	Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities	$	(34.4)	$	(15.0)
Settlement of third-party debt	Settlement of third-party debt	$	(5.0)	$	0	Settlement of third-party debt	$	0	$	(5.0)

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, share counts in thousands)

Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated Other
Comprehensive
Loss Distributions
in Excess of
Earnings Noncontrolling
Interests Total
Equity
Three Months Ended September 30, 2019 and 2020 Issued
Shares Amount Shares Amount
BALANCE, JULY 1, 2019 452,943 $ 4.5 (10,557) $ (1,206.8) $ 10,492.7 $ (2,606.7) $ (1,206.2) $ 565.6 $ 6,043.1
Stock-based compensation related activity 449 0.0 — — 59.1 — — — 59.1
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 — — — — — (372.4) — (19.8) (392.2)
Contributions from noncontrolling interest — — — — — — — 2.7 2.7
Distributions to noncontrolling interest — — — — — — — (0.5) (0.5)
Common stock distributions declared — — — — — — (422.5) — (422.5)
Net income — — — — — — 498.6 6.7 505.3
BALANCE, SEPTEMBER 30, 2019 453,392 $ 4.5 (10,557) $ (1,206.8) $ 10,551.8 $ (2,979.0) $ (1,130.1) $ 554.7 $ 5,795.1
BALANCE, JULY 1, 2020 454,476 $ 4.5 (10,915) $ (1,282.4) $ 10,297.8 $ (4,274.5) $ (1,125.1) $ 440.0 $ 4,060.3
Stock-based compensation related activity 629 0.0 — — 71.8 — — — 71.8
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 — — — — — 83.3 — 18.9 102.2
Distributions to noncontrolling interest — — — — — — — (0.2) (0.2)
Common stock distributions declared — — — — — — (508.1) — (508.1)
Net income (loss) — — — — — — 464.4 (1.3) 463.1
BALANCE, SEPTEMBER 30, 2020 455,105 $ 4.5 (10,915) $ (1,282.4) $ 10,369.6 $ (4,191.2) $ (1,168.8) $ 457.4 $ 4,189.1


		Common Stock	Treasury Stock			Additional Paid-in Capital	Accumulated Other Comprehensive Loss		Distributions in Excess of Earnings		Noncontrolling Interests			Total Equity										Common Stock				Treasury Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Loss				Distributions in Excess of Earnings				Noncontrolling Interests			Total Equity
Nine Months Ended September 30, 2019 and 2020			Issued Shares	Amount												Shares			Amount
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			1,734	0.0		—	—		112.9		—			—			—			112.9
Issuance of common stock- stock purchase plan			41	0.0		—	—		5.7		—			—			—			5.7

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			—	—		—	—		—		0.2			—			—			0.2
Foreign currency translation adjustment, net of tax			—	—		—	—		—		(283.8)			—			(32.5)			(316.3)

Contributions from noncontrolling interest			—	—		—	—		—		—			—			2.7			2.7
Distributions to noncontrolling interest			—	—		—	—		—		—			—			(1.1)			(1.1)
Purchase of redeemable noncontrolling interest			—	—		—	—		52.4		(52.4)			—			—			0
Impact of lease accounting standard adoption			—	—		—	—		—		—			(24.7)			—			(24.7)
Common stock distributions declared			—	—		—	—		—		—			(1,231.0)			—			(1,231.0)

Net income			—	—		—	—		—		—			1,325.1			22.1			1,347.2
BALANCE, SEPTEMBER 30, 2019			453,392	$	4.5	(10,557)	$	(1,206.8)	$	10,551.8	$	(2,979.0)		$	(1,130.1)		$	554.7		$	5,795.1

Three Months Ended March 31, 2020 and 2021													Three Months Ended March 31, 2020 and 2021										Issued Shares		Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Earnings			Noncontrolling Interests			Total Equity		Shares				Amount
BALANCE, JANUARY 1, 2020	BALANCE, JANUARY 1, 2020		453,541	$	4.5	(10,651)	$	(1,226.4)	$	10,117.7	$	(2,823.6)		$	(1,016.8)		$	435.0		$	5,490.4	BALANCE, JANUARY 1, 2020																	453,541				$	4.5				$	435.0		$	5,490.4
Stock-based compensation related activity	Stock-based compensation related activity		1,526	0.0		—	—		102.8		—			—			—			102.8		Stock-based compensation related activity											655			0.0				—				—			(4.3)			—			—	—	(4.3)
Issuance of common stock- stock purchase plan			38	0.0		—	—		6.9		—			—			—			6.9

Treasury stock activity	Treasury stock activity		—	—		(264)	(56.0)		—		—			—			—			(56.0)		Treasury stock activity											—			—				(213)				(45.1)			—			—			—	—	(45.1)
Changes in fair value of cash flow hedges, net of tax	Changes in fair value of cash flow hedges, net of tax		—	—		—	—		—		(0.2)			—			—			(0.2)		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	Reclassification of unrealized losses on cash flow hedges to net income, net of tax		—	—		—	—		—		0.2			—			—			0.2		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	Foreign currency translation adjustment, net of tax		—	—		—	—		—		(1,225.4)			—			21.1			(1,204.3)		Foreign currency translation adjustment, net of tax											—			—				—				—			—			(1,305.9)			—	(5.5)	(1,311.4)

Distributions to noncontrolling interest	Distributions to noncontrolling interest		—	—		—	—		—		—			—			(1.9)			(1.9)		Distributions to noncontrolling interest											—			—				—				—			—			—			—	(1.5)	(1.5)
Purchase of redeemable noncontrolling interest	Purchase of redeemable noncontrolling interest		—	—		—	—		142.2		(142.2)			—			—			0		Purchase of redeemable noncontrolling interest											—			—				—				—			142.2			(142.2)			—	—	0

Common stock distributions declared	Common stock distributions declared		—	—		—	—		—		—			(1,477.5)			—			(1,477.5)		Common stock distributions declared											—			—				—				—			—			—			(480.7)	—	(480.7)

Net income	Net income		—	—		—	—		—		—			1,325.5			3.2			1,328.7		Net income											—			—				—				—			—			—			415.0	2.2	417.2
BALANCE, SEPTEMBER 30, 2020			455,105	$	4.5	(10,915)	$	(1,282.4)	$	10,369.6	$	(4,191.2)		$	(1,168.8)		$	457.4		$	4,189.1
BALANCE, MARCH 31, 2020													BALANCE, MARCH 31, 2020										454,196		$	4.5	(10,864)		$	(1,271.5)	$	10,255.6		$	(4,271.7)		$	(1,082.5)			$	430.2			$	4,064.6

BALANCE, JANUARY 1, 2021													BALANCE, JANUARY 1, 2021										455,245		$	4.6	(10,915)		$	(1,282.4)	$	10,473.7		$	(3,759.4)		$	(1,343.0)			$	474.9			$	4,568.4
Stock-based compensation related activity													Stock-based compensation related activity										437		0.0		—		—		(0.7)			—			—				—				(0.7)

Changes in fair value of cash flow hedges, net of tax													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													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													Foreign currency translation adjustment, net of tax										—		—		—		—		—			(302.3)			—				(21.2)				(323.5)

Distributions to noncontrolling interest													Distributions to noncontrolling interest										—		—		—		—		—			—			—				(0.3)				(0.3)
Redemption of noncontrolling interest													Redemption of noncontrolling interest										26		0.0		—		—		1.7			—			—				(1.7)				—
Purchase of redeemable noncontrolling interest													Purchase of redeemable noncontrolling interest										—		—		—		—		(0.1)			0.1			—				—				0

Common stock distributions declared													Common stock distributions declared										—		—		—		—		—			—			(553.8)				—				(553.8)

Net income													Net income										—		—		—		—		—			—			645.0				3.8				648.8
BALANCE, MARCH 31, 2021													BALANCE, MARCH 31, 2021										455,708		$	4.6	(10,915)		$	(1,282.4)	$	10,474.6		$	(4,061.6)		$	(1,251.8)			$	455.5			$	4,338.9

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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”). The results of operations for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 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 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 ~~September 30, 2020,~~March 31, 2021, the Company holds (i) a 51% controlling interest in ATC Europe B.V. (“ATC Europe”), a joint venture that primarily consists of the Company’s operations in France, Germany and Poland (PGGM holds a 49% noncontrolling interest) and (ii) a ~~79%~~92% controlling interest in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), formerly Viom Networks Limited (“Viom”), in India.

During the nine months ended September 30, 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, including an adjustment of $1.4 million made during the three months ended March 31, 2020, 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 and in the consolidated balance sheets as a reduction of $524.4 million in Redeemable noncontrolling interests.

~~Change in~~ Reportable Segments— During the fourth quarter of ~~2019,~~2020, as a result of the Company’s ~~Europe, Middle East and Africa~~acquisition of InSite Wireless Group, LLC (“~~EMEA”) property segment was divided into the Africa property segment~~InSite,” and the ~~Europe property segment. As a result,~~acquisition, the “InSite Acquisition”), the Company ~~has 6~~updated its reportable ~~segments:~~segments to rename U.S. property and Asia property to U.S. & Canada property and Asia-Pacific property, respectively. The Company continues to report its results in 6 segments – U.S. & Canada property, Asia-Pacific property, Africa property, Europe property, Latin America property and services, which are discussed further in note 15. The change in reportable ~~segments~~segment names is solely reflective of the inclusion of Canada and Australia in the Company’s business operations, as a result of the InSite Acquisition, and had no impact on the Company’s consolidated financial statements or historical segment financial information for any prior 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 ~~2019~~2020 Form 10-K. There have been no material changes to the Company’s significant accounting policies during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

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:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash and cash equivalents	Cash and cash equivalents	$	1,626.0	$	1,352.6	Cash and cash equivalents	$	1,913.6	$	1,326.0
Restricted cash	Restricted cash	104.2		95.7		Restricted cash	79.7		74.3
Total cash and cash equivalents and restricted cash		$	1,730.2	$	1,448.3
Total cash, cash equivalents and restricted cash						Total cash, cash equivalents and restricted cash	$	1,993.3	$	1,400.3

Revenue—The Company’s revenue is derived from leasing the right to use its communications sites and the land on which the sites are located (the “lease component”) and from the reimbursement of costs incurred by the Company in operating the communications sites and supporting the tenants’ equipment as well as other services and contractual rights (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

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

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 each performance obligation. Revenue related to distributed antenna system (“DAS”) networks and fiber and other related assets results from agreements with tenants that are not leases.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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 ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

Services revenue—The Company offers tower-related services in the United States. These services include site application, 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 revenue disaggregated by source and geography is as follows:


Three Months Ended September 30, 2020		U.S.		Asia		Africa		Europe		Latin America		Total
Three Months Ended March 31, 2021														Three Months Ended March 31, 2021	U.S. & Canada		Asia-Pacific		Africa		Europe		Latin America		Total
Non-lease property revenue	Non-lease property revenue	$	72.0	$	2.3	$	3.6	$	1.7	$	26.7	$	106.3	Non-lease property revenue	$	71.6	$	2.5	$	4.9	$	2.2	$	31.9	$	113.1
Services revenue	Services revenue	25.3		0		0		0		0		25.3		Services revenue	28.8		0		0		0		0		28.8
Total non-lease revenue	Total non-lease revenue	$	97.3	$	2.3	$	3.6	$	1.7	$	26.7	$	131.6	Total non-lease revenue	$	100.4	$	2.5	$	4.9	$	2.2	$	31.9	$	141.9
Property lease revenue	Property lease revenue	1,050.3		302.9		216.4		37.0		274.7		1,881.3		Property lease revenue	1,159.7		278.9		230.8		42.4		304.8		2,016.6
Total revenue	Total revenue	$	1,147.6	$	305.2	$	220.0	$	38.7	$	301.4	$	2,012.9	Total revenue	$	1,260.1	$	281.4	$	235.7	$	44.6	$	336.7	$	2,158.5

Three Months Ended September 30, 2019 U.S. Asia Africa Europe Latin
America Total
Non-lease property revenue $ 66.7 $ 2.2 $ 1.0 $ 1.3 $ 34.1 $ 105.3
Services revenue 32.0 0 0 0 0 32.0
Total non-lease revenue $ 98.7 $ 2.2 $ 1.0 $ 1.3 $ 34.1 $ 137.3
Property lease revenue 1,029.2 310.3 147.2 32.0 297.6 1,816.3
Total revenue $ 1,127.9 $ 312.5 $ 148.2 $ 33.3 $ 331.7 $ 1,953.6

Nine Months Ended September 30, 2020 U.S. Asia Africa Europe Latin America Total
Non-lease property revenue $ 193.0 $ 6.8 $ 9.5 $ 4.8 $ 87.9 $ 302.0
Services revenue 65.0 0 0 0 0 65.0
Total non-lease revenue $ 258.0 $ 6.8 $ 9.5 $ 4.8 $ 87.9 $ 367.0
Property lease revenue 3,106.7 856.3 642.0 103.1 843.9 5,552.0
Total revenue $ 3,364.7 $ 863.1 $ 651.5 $ 107.9 $ 931.8 $ 5,919.0


Nine Months Ended September 30, 2019		U.S.		Asia		Africa		Europe		Latin America		Total
Three Months Ended March 31, 2020														Three Months Ended March 31, 2020	U.S. & Canada		Asia-Pacific		Africa		Europe		Latin America		Total
Non-lease property revenue	Non-lease property revenue	$	186.3	$	6.7	$	2.5	$	3.3	$	103.9	$	302.7	Non-lease property revenue	$	58.6	$	2.2	$	2.9	$	1.5	$	32.9	$	98.1
Services revenue	Services revenue	100.1		0		0		0		0		100.1		Services revenue	19.9		0		0		0		0		19.9
Total non-lease revenue	Total non-lease revenue	$	286.4	$	6.7	$	2.5	$	3.3	$	103.9	$	402.8	Total non-lease revenue	$	78.5	$	2.2	$	2.9	$	1.5	$	32.9	$	118.0
Property lease revenue	Property lease revenue	2,903.1		915.8		431.1		97.1		906.7		5,253.8		Property lease revenue	1,031.3		284.4		222.6		33.0		303.8		1,875.1
Total revenue	Total revenue	$	3,189.5	$	922.5	$	433.6	$	100.4	$	1,010.6	$	5,656.6	Total revenue	$	1,109.8	$	286.6	$	225.5	$	34.5	$	336.7	$	1,993.1

Accounting Standards Updates

In ~~June 2016,~~March 2020, 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~~

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

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. Effective January 1, 2020, the Company adopted the new guidance on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s financial statements.

~~In March 2020, the FASB~~ issued guidance to provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. In January 2021, the FASB issued additional guidance that clarifies that certain practical expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by reference rate reform. As of ~~September 30, 2020,~~March 31, 2021, the Company has not modified any contracts as a result of reference rate reform and is evaluating the impact this standard may have on its financial statements.

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

Prepaid and other current assets consisted of the following:


		As of					As of
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Prepaid assets	Prepaid assets	$	81.4	$	56.8	Prepaid assets	$	76.2	$	66.1
Prepaid income tax	Prepaid income tax	212.0		185.8		Prepaid income tax	100.3		143.7

Unbilled receivables	Unbilled receivables	113.3		142.3		Unbilled receivables	160.8		176.9
Value added tax and other consumption tax receivables	Value added tax and other consumption tax receivables	57.3		71.3		Value added tax and other consumption tax receivables	58.1		66.3
Other miscellaneous current assets	Other miscellaneous current assets	84.7		57.4		Other miscellaneous current assets	95.2		79.6
Prepaid and other current assets	Prepaid and other current assets	$	548.7	$	513.6	Prepaid and other current assets	$	490.6	$	532.6

3. LEASES

The Company determines if an arrangement is a lease at the inception of the agreement. The Company considers an arrangement to 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.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the ~~2019~~2020 Form 10-K. As of ~~September 30, 2020,~~March 31, 2021, the Company does not have any material related party leases as either a lessor or a lessee. To the extent there are any intercompany leases, these are eliminated in consolidation.

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 ~~September 30, 2020~~March 31, 2021 were as follows:

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~


Fiscal Year	Fiscal Year	Amount (1)		Fiscal Year	Amount (1)
Remainder of 2020		$	1,480.8
2021		5,921.4
Remainder of 2021				Remainder of 2021	$	4,632.2
2022	2022	5,646.6		2022	5,976.8
2023	2023	5,544.8		2023	5,866.5
2024	2024	5,404.3		2024	5,755.9
2025				2025	5,330.3
Thereafter	Thereafter	34,234.3		Thereafter	32,576.0
Total	Total	$	58,232.2	Total	$	60,137.7

_______________

(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

On September 14, 2020, the Company entered into a new master lease agreement with one of its tenants in the U.S., T-Mobile US, Inc. (“T-Mobile”), which, among other things, extended the term and resulted in an additional $17.1 billion in future minimum rental receipts expected under non-cancellable operating lease agreements.

Lessee—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 ~~2019~~2020 Form 10-K. There were no material impairments recorded related to these assets during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of ~~September 30, 2020,~~March 31, 2021, 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. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, there were no material changes in the terms and provisions of the Company’s operating leases in which the Company is a lessee. There were no material changes in finance lease assets and liabilities during the ~~nine~~three months ended ~~September 30, 2020.~~

~~Information about other lease-related balances is as follows:~~

As of
September 30, 2020 December 31, 2019
Operating leases:
Right-of-use asset $ 7,252.0 $ 7,357.4
Current portion of lease liability $ 487.3 $ 494.5
Lease liability 6,424.4 6,510.4
Total operating lease liability $ 6,911.7 $ 7,004.9

~~The weighted-average remaining lease terms and incremental borrowing rates are as follows:~~

As of
September 30, 2020 December 31, 2019
Operating leases:
Weighted-average remaining lease term (years) 13.6 13.1
Weighted-average incremental borrowing rate 6.0 % 6.1 %

~~The following table sets forth the components of lease cost:~~

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Operating lease cost $ 242.6 $ 249.5 $ 731.3 $ 760.3
Variable lease costs not included in lease liability (1) 69.7 67.7 202.3 190.8

~~_______________~~

~~(1)Includes property tax paid on behalf of the landlord.~~March 31, 2021.

108

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, 2021		December 31, 2020
Operating leases:
Right-of-use asset	$	7,719.9	$	7,789.2

Current portion of lease liability	$	555.8	$	539.9
Lease liability	6,812.9		6,884.4
Total operating lease liability	$	7,368.7	$	7,424.3

The weighted-average remaining lease terms and incremental borrowing rates are as follows:


	As of
	March 31, 2021		December 31, 2020
Operating leases:
Weighted-average remaining lease term (years)	13.6		13.7
Weighted-average incremental borrowing rate	5.6	%	5.6	%

The following table sets forth the components of lease cost:


	Three Months Ended March 31,
	2021		2020
Operating lease cost	$	251.3	$	250.7
Variable lease costs not included in lease liability (1)	69.3		61.4

_______________

(1)Includes property tax paid on behalf of the landlord.

Supplemental cash flow information is as follows:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	(732.8)	$	(701.9)	Operating cash flows from operating leases	$	(244.9)	$	(252.0)

Non-cash items:	Non-cash items:					Non-cash items:
New operating leases (1)	New operating leases (1)	$	125.7	$	224.8	New operating leases (1)	$	89.2	$	50.1
Operating lease modifications and reassessments	Operating lease modifications and reassessments	$	573.2	$	338.9	Operating lease modifications and reassessments	$	85.7	$	96.9

_______________

(1)Amount includes new operating leases and leases acquired in connection with acquisitions.

As of ~~September 30, 2020,~~March 31, 2021, the Company does not have material operating or financing leases that have not yet commenced.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Maturities of operating lease liabilities as of ~~September 30, 2020~~March 31, 2021 were as follows:


Fiscal Year	Fiscal Year	Operating Lease (1)		Fiscal Year	Operating Lease (1)
Remainder of 2020		$	216.0
2021		845.8
Remainder of 2021				Remainder of 2021	$	678.3
2022	2022	818.9		2022	874.6
2023	2023	788.1		2023	842.7
2024	2024	753.8		2024	805.2
2025				2025	759.8
Thereafter	Thereafter	6,784.3		Thereafter	6,497.9
Total lease payments	Total lease payments	10,206.9		Total lease payments	10,458.5
Less amounts representing interest	Less amounts representing interest	(3,295.2)		Less amounts representing interest	(3,089.8)
Total lease liability	Total lease liability	6,911.7		Total lease liability	7,368.7
Less current portion of lease liability	Less current portion of lease liability	(487.3)		Less current portion of lease liability	555.8
Non-current lease liability	Non-current lease liability	$	6,424.4	Non-current lease liability	$	6,812.9

_______________

(1)Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.

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:


		Property										Services		Total			Property										Services		Total
		U.S.		Asia		Africa		Europe		Latin America							U.S. & Canada		Asia-Pacific		Africa		Europe		Latin America
Balance as of January 1, 2020		$	3,415.3	$	1,021.8	$	790.2	$	256.2	$	692.8	$	2.0	$	6,178.3
Balance as of January 1, 2021																Balance as of January 1, 2021	$	4,750.8	$	1,016.9	$	625.6	$	279.1	$	608.3	$	2.0	$	7,282.7
Additions and adjustments (1)	Additions and adjustments (1)	0		0		(148.4)		0		0		0		(148.4)		Additions and adjustments (1)	21.3		(0.0)		0		0		0		0		21.3
Effect of foreign currency translation	Effect of foreign currency translation	0		(33.1)		(21.9)		11.6		(137.9)		0		(181.3)		Effect of foreign currency translation	4.2		(0.5)		(3.4)		(11.1)		(30.8)		0		(41.6)
Balance as of September 30, 2020		$	3,415.3	$	988.7	$	619.9	$	267.8	$	554.9	$	2.0	$	5,848.6
Balance as of March 31, 2021																Balance as of March 31, 2021	$	4,776.3	$	1,016.4	$	622.2	$	268.0	$	577.5	$	2.0	$	7,262.4

_______________

(1)Consists of ~~$148.4~~an aggregate of $21.3 million of measurement period adjustments related to the ~~Eaton Towers Acquisition (as defined in note 14).~~InSite Acquisition.

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

The Company’s other intangible assets subject to amortization consisted of the following:


			As of September 30, 2020						As of December 31, 2019								As of March 31, 2021						As of December 31, 2020
		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)	Acquired network location intangibles (1)	Up to 20	$	5,047.5	$	(2,055.8)	$	2,991.7	$	5,150.8	$	(1,920.4)	$	3,230.4	Acquired network location intangibles (1)	Up to 20	$	5,751.7	$	(2,171.1)	$	3,580.6	$	5,784.0	$	(2,117.6)	$	3,666.4
Acquired tenant-related intangibles	Acquired tenant-related intangibles	Up to 20	12,460.9		(4,020.7)		8,440.2		12,674.1		(3,674.6)		8,999.5		Acquired tenant-related intangibles	Up to 20	14,221.7		(4,379.6)		9,842.1		14,322.5		(4,237.5)		10,085.0
Acquired licenses and other intangibles	Acquired licenses and other intangibles	3-20	94.9		(9.5)		85.4		106.7		(18.2)		88.5		Acquired licenses and other intangibles	3-20	94.6		(10.0)		84.6		97.8		(9.4)		88.4
Total other intangible assets	Total other intangible assets		$	17,603.3	$	(6,086.0)	$	11,517.3	$	17,931.6	$	(5,613.2)	$	12,318.4	Total other intangible assets		$	20,068.0	$	(6,560.7)	$	13,507.3	$	20,204.3	$	(6,364.5)	$	13,839.8

_______________

(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, generally up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.

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~~tenant-

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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.

The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives. As of ~~September 30, 2020,~~March 31, 2021, the remaining weighted average amortization period of the Company’s intangible assets was 1415 years. Amortization of intangible assets for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 was ~~$215.1~~$253.4 million and ~~$643.4 million, respectively, and amortization of intangible assets for the three and nine months ended September 30, 2019 was $197.9 million and $590.2~~$217.5 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 Year	Fiscal Year	Amount		Fiscal Year	Amount
Remainder of 2020		$	212.8
2021		843.1
Remainder of 2021				Remainder of 2021	$	735.9
2022	2022	839.7		2022	975.8
2023	2023	835.6		2023	954.5
2024	2024	826.4		2024	944.9
2025	2025	795.5		2025	914.5
2026				2026	873.2

5. ACCRUED EXPENSES

Accrued expenses consisted of the following:


		As of					As of
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Accrued construction costs	Accrued construction costs	$	20.5	$	27.8	Accrued construction costs	$	37.8	$	46.5
Accrued income tax payable	Accrued income tax payable	61.5		55.2		Accrued income tax payable	22.3		20.6
Accrued pass-through costs	Accrued pass-through costs	75.2		74.2		Accrued pass-through costs	78.3		67.1
Amounts payable for acquisitions						Amounts payable for acquisitions	15.7		58.9
Amounts payable to tenants	Amounts payable to tenants	70.7		77.9		Amounts payable to tenants	63.5		66.4
Accrued property and real estate taxes	Accrued property and real estate taxes	212.7		198.1		Accrued property and real estate taxes	222.0		219.1
Accrued rent	Accrued rent	77.0		75.6		Accrued rent	81.0		82.6

Payroll and related withholdings	Payroll and related withholdings	85.9		102.4		Payroll and related withholdings	67.1		104.4
Other accrued expenses	Other accrued expenses	310.6		347.0		Other accrued expenses	357.1		378.1
Total accrued expenses	Total accrued expenses	$	914.1	$	958.2	Total accrued expenses	$	944.8	$	1,043.7

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

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
September 30, 2020 December 31, 2019 Maturity Date
2019 364-Day Term Loan (1) (2) $ 0 $ 999.9 N/A
2020 Term Loan (1) 748.9 0 February 12, 2021
2019 Multicurrency Credit Facility (1) 0 700.0 June 28, 2023
2019 Term Loan (1) 995.9 995.2 January 31, 2025
2019 Credit Facility (1) 390.0 1,600.0 January 31, 2025
2.800% senior notes (3) 0 749.4 N/A
3.300% senior notes (4) 0 748.5 N/A
3.450% senior notes (4) 0 647.7 N/A
5.900% senior notes (5) 0 498.9 N/A
2.250% senior notes 606.2 592.1 January 15, 2022
4.70% senior notes 698.8 698.2 March 15, 2022
3.50% senior notes 995.6 994.3 January 31, 2023
3.000% senior notes 723.8 704.9 June 15, 2023
5.00% senior notes 1,001.4 1,001.7 February 15, 2024
3.375% senior notes 645.3 644.4 May 15, 2024
2.950% senior notes 642.5 641.3 January 15, 2025
2.400% senior notes 744.7 0 March 15, 2025
1.375% senior notes (6) 579.1 553.0 April 4, 2025
4.000% senior notes 744.0 743.2 June 1, 2025
1.300% senior notes 495.1 0 September 15, 2025
4.400% senior notes 497.0 496.6 February 15, 2026
1.950% senior notes (6) 580.3 554.4 May 22, 2026
3.375% senior notes 989.1 987.9 October 15, 2026
3.125% senior notes 397.9 397.6 January 15, 2027
2.750% senior notes 744.1 743.5 January 15, 2027
3.55% senior notes 744.7 744.1 July 15, 2027
0.500% senior notes (6) 869.8 0 January 15, 2028
3.600% senior notes 693.2 692.6 January 15, 2028
3.950% senior notes 590.3 589.6 March 15, 2029
3.800% senior notes 1,632.9 1,631.7 August 15, 2029
2.900% senior notes 741.5 0 January 15, 2030
2.100% senior notes 740.0 0 June 15, 2030
1.875% senior notes 790.3 0 October 15, 2030
1.000% senior notes (6) 753.4 0 January 15, 2032
3.700% senior notes 591.9 591.8 October 15, 2049
3.100% senior notes 1,037.7 0 June 15, 2050
Total American Tower Corporation debt 22,405.4 20,942.5
Series 2013-2A securities (7) 1,296.2 1,295.0 March 15, 2023
Series 2018-1A securities (7) 494.4 493.8 March 15, 2028
Series 2015-1 notes (8) 0 349.6 N/A
Series 2015-2 notes (9) 521.9 521.4 June 16, 2025
Other subsidiary debt (10) 38.6 422.4 Various
Total American Tower subsidiary debt 2,351.1 3,082.2
Finance lease obligations 25.8 30.7
Total 24,782.3 24,055.4
Less current portion of long-term obligations (771.3) (2,928.2)
Long-term obligations $ 24,011.0 $ 21,127.2

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)


	As of
	March 31, 2021		December 31, 2020		Maturity Date
2020 Term Loan (1) (2)	$	0	$	749.4	N/A
2021 Multicurrency Credit Facility (1)	270.0		0		June 28, 2024
2019 Term Loan (1)	995.8		996.1		January 31, 2025
2021 Credit Facility (1)	2,345.0		2,295.0		January 31, 2026
2.250% senior notes	604.0		605.1		January 15, 2022
4.70% senior notes	699.2		699.0		March 15, 2022
3.50% senior notes	996.5		996.1		January 31, 2023
3.000% senior notes	718.7		721.9		June 15, 2023
0.600% senior notes	497.1		496.8		January 15, 2024
5.00% senior notes	1,001.2		1,001.3		February 15, 2024
3.375% senior notes	646.0		645.7		May 15, 2024
2.950% senior notes	643.4		643.1		January 15, 2025
2.400% senior notes	745.3		745.0		March 15, 2025
1.375% senior notes (3)	580.2		604.1		April 4, 2025
4.000% senior notes	744.8		744.3		June 1, 2025
1.300% senior notes	495.6		495.4		September 15, 2025
4.400% senior notes	497.2		497.1		February 15, 2026
1.600% senior notes	694.4		0		April 15, 2026
1.950% senior notes (3)	581.2		605.2		May 22, 2026
3.375% senior notes	989.9		989.5		October 15, 2026
3.125% senior notes	398.0		397.9		January 15, 2027
2.750% senior notes	744.5		744.3		January 15, 2027
3.55% senior notes	745.0		744.8		July 15, 2027
0.500% senior notes (3)	871.2		907.4		January 15, 2028
3.600% senior notes	693.6		693.4		January 15, 2028
1.500% senior notes	645.3		645.1		January 31, 2028
3.950% senior notes	590.8		590.6		March 15, 2029
3.800% senior notes	1,633.9		1,633.5		August 15, 2029
2.900% senior notes	741.9		741.7		January 15, 2030
2.100% senior notes	740.5		740.2		June 15, 2030
1.875% senior notes	790.8		790.5		October 15, 2030
2.700% senior notes	693.3		0		April 15, 2031
1.000% senior notes (3)	754.5		786.1		January 15, 2032
3.700% senior notes	591.9		591.9		October 15, 2049
3.100% senior notes	1,037.8		1,037.7		June 15, 2050
2.950% senior notes	538.3		538.2		January 15, 2051
Total American Tower Corporation debt	26,956.8		26,113.4

Series 2013-2A securities (4)	1,297.0		1,296.6		March 15, 2023
Series 2018-1A securities (4)	494.8		494.6		March 15, 2028
Series 2015-2 notes (5)	522.2		522.1		June 16, 2025
InSite Debt (6)	0		800.0		N/A
Other subsidiary debt (7)	26.1		32.9		Various
Total American Tower subsidiary debt	2,340.1		3,146.2
Finance lease obligations	29.9		27.9
Total	29,326.8		29,287.5
Less current portion of long-term obligations	(1,336.5)		(789.8)
Long-term obligations	$	27,990.3	$	28,497.7

_______________

(1)Accrues interest at a variable rate.

(2)Repaid in full on February 5, 2021 using borrowings from the 2021 Multicurrency Credit Facility (as defined below) and cash on hand.

(3)Notes are denominated in Euros (“EUR”).

(4)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

~~(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)Repaid in full on May 11, 2020 with borrowings from the 2019 Credit Facility and cash on hand.~~

~~(4)Repaid in full on July 6, 2020 with borrowings from the 2019 Credit Facility and cash on hand.~~

(5)~~Repaid in full on January 15, 2020 with borrowings from the 2019 Credit Facility and cash on hand.~~

~~(6)Notes are denominated in Euros (“EUR”).~~

~~(7)Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.~~

~~(8)Repaid in full on the June 2020 payment date with cash on hand.~~

~~(9)~~Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.

~~(10)~~(6)Debt entered into by certain InSite subsidiaries acquired in connection with the InSite Acquisition (the “InSite Debt”). On January 15, 2021, all amounts outstanding under the InSite Debt were repaid.

(7)Includes ~~the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020,~~(a) the Colombian credit facility, which is denominated in Colombian Pesos (“COP”) and amortizes through April 24, 2021, (b) 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~~subject to the satisfaction of specified conditions or (ii) three years from the note origination date, and (c) U.S. subsidiary debt related to a seller-financed acquisition and debt entered into by certain Eaton Towers Holdings Limited (“Eaton Towers”) subsidiaries acquired in connection with the Eaton Towers Acquisition (as defined in note 14) (the “Eaton Towers Debt”), which was denominated in multiple currencies, including USD, EUR, Kenyan Shilling and West African CFA Franc. ~~During the nine months ended September 30, 2020, the Company repaid all of the outstanding Eaton Towers Debt (approximately $330.6 million at the dates of payment).~~ ~~As of December 31, 2019, included the Brazil credit facility, which was denominated in Brazilian Reais and was repaid on March 6, 2020.~~acquisition.

Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes ~~$750.0~~(i) $600.0 million ~~under its~~aggregate principal amount of 2.250% senior unsecured ~~term loan entered into on February 13, 2020 (the “2020 Term Loan”).~~notes due January 15, 2022 and (ii) $700.0 million aggregate principal amount of 4.70% senior unsecured notes due March 15, 2022.

Securitized Debt—Cash flows generated by the sites that secure the securitized debt of the Company are 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 service 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.

~~Securitizations~~

Repayment of ~~Series 2015-1 Notes~~InSite Debt——The InSite Debt included securitizations entered into by certain InSite subsidiaries. The Company acquired this debt in connection with the InSite Acquisition. The InSite Debt was recorded at fair value upon acquisition. On ~~the June 2020 payment date,~~January 15, 2021, the Company repaid the entire ~~$350.0 million aggregate principal~~ amount outstanding under the American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”), pursuant to the terms of the agreements governing such securities. The repayment was funded with cash on hand.

~~Repayments of Senior Notes~~

~~Repayment of 5.900% Senior Notes~~—On January 15, 2020, the Company redeemed all of the $500.0 million aggregate principal amount of 5.900% senior unsecured notes due 2021 (the “5.900% Notes”) at a price equal to 106.7090% of the principal amount,InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, ~~2020,~~2021, for an aggregate redemption price of ~~approximately $539.6~~$826.4 million, including ~~$6.1~~$2.3 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of ~~$34.6~~approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition. The repayment of ~~$33.5 million and~~ the ~~associated unamortized discount and deferred financing costs. The redemption~~InSite Debt was funded with borrowings under the ~~Company’s $2.35 billion senior unsecured revolving credit facility, as amended~~2021 Multicurrency Credit Facility and ~~restated in December 2019 (the “2019~~the 2021 Credit ~~Facility”),~~Facility (as defined below) and cash on hand.

~~Repayment of 2.800% Senior Notes~~—On May 11, 2020, the Company redeemed all of the $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020 (the “2.800% Notes”) at a price equal to the principal amount, together with accrued interest up to, but excluding May 11, 2020, for an aggregate redemption price of approximately $759.3 million, including $9.3 million in accrued interest. The redemption was funded with borrowings under the 2019 Credit Facility and cash on hand.

~~Repayment of 3.450% Senior Notes and 3.300% Senior Notes~~—On July 6, 2020, the Company redeemed all of the $650.0 million aggregate principal amount of 3.450% senior unsecured notes due 2021 (the “3.450% Notes”) at a price equal to 103.5980% of the principal amount of the 3.450% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $680.3 million, including $6.9 million in accrued and unpaid interest. Also on July 6, 2020, the Company redeemed all of the $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) at a price equal to 101.5090% of the principal amount of the 3.300% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $771.0 million, including $9.7 million in accrued and unpaid interest.

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

The Company recorded a loss on retirement of long-term obligations of approximately $37.2 million, which includes prepayment consideration of $34.7 million and the associated unamortized discount and deferred financing costs. The redemptions were funded with borrowings under the 2019 Credit Facility and cash on hand.

Offerings of Senior Notes

~~2.400%~~1.600% Senior Notes and ~~2.900%~~2.700% Senior Notes Offering—On ~~January 10, 2020,~~March 29, 2021, the Company completed a registered public offering of ~~$750.0~~$700.0 million aggregate principal amount of ~~2.400%~~1.600% senior unsecured notes due ~~2025~~2026 (the ~~“2.400%~~“1.600% Notes”) and ~~$750.0~~$700.0 million aggregate principal amount of ~~2.900%~~2.700% senior unsecured notes due ~~2030~~2031 (the ~~“2.900%~~“2.700% Notes” and, together with the 1.600% Notes, the “Notes”). The net proceeds from this offering were approximately ~~$1,483.4~~$1,386.3 million ~~after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility.~~

~~1.300% Senior Notes, 2.100% Senior Notes and 3.100% Senior Notes Offering—On June 3, 2020, the Company completed a registered public offering of $500.0 million aggregate principal amount of 1.300%~~senior unsecured notes due 2025 (the “1.300% Notes”), $750.0 million aggregate principal amount of 2.100% senior unsecured notes due 2030 (the “2.100% Notes”) and $750.0 million aggregate principal amount of 3.100% senior unsecured notes due 2050 (the “Initial 3.100% Notes”). The net proceeds from this offering were approximately $1,968.2 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and for general corporate purposes.

~~0.500% Senior Notes and 1.000% Senior Notes Offering—~~On September 10, 2020, the Company completed a registered public offering of 750.0 million EUR ($886.1 million at the date of issuance) aggregate principal amount of 0.500% senior unsecured notes due 2028 (the “0.500% Notes”) and 650.0 million EUR ($768.0 million at the date of issuance) aggregate principal amount of 1.000% senior unsecured notes due 2032 (the “1.000% Notes”). The net proceeds from this offering were approximately 1,385.2 million EUR ($1,636.6 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under its $3.1 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”), and the April 2020 Term Loan (as defined below) and for general corporate purposes.

~~1.875% Senior Notes and 3.100% Senior Notes Offering—On September 28, 2020, the Company completed a registered public offering~~all of $300.0 million aggregate principal amount through a reopening of the Initial 3.100% Notes (the “Reopened 3.100% Notes” and, collectively with the Initial 3.100% Notes, the “3.100% Notes”) and $800.0 million aggregate principal amount of 1.875%senior unsecured notes due 2030 (the “1.875% Notes” and, collectively with the 2.400% Notes, the 2.900% Notes, the 1.300% Notes, the 2.100% Notes, the 3.100% Notes, the 0.500% Notes and the 1.000% Notes, the “Notes”).~~The net proceeds from this offering were approximately $1,092.1 million, after deducting commissions and estimated expenses. The Company used~~ the net proceeds to repay existing indebtedness under the ~~2019~~2021 Multicurrency Credit ~~Facility and the April 2020 Term Loan.~~Facility.

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

The key terms of the Notes are as follows:

Senior Notes Aggregate Principal Amount (in millions) Issue Date and Interest Accrual Date Maturity Date Contractual Interest Rate First Interest Payment Interest Payments Due (1) Par Call Date (2)
2.400% Notes $ 750.0 January 10, 2020 March 15, 2025 2.400 % September 15, 2020 March 15 and September 15 February 15, 2025
2.900% Notes $ 750.0 January 10, 2020 January 15, 2030 2.900 % July 15, 2020 January 15 and July 15 October 15, 2029
1.300% Notes $ 500.0 June 3, 2020 September 15, 2025 1.300 % March 15, 2021 March 15 and September 15 August 15, 2025
2.100% Notes $ 750.0 June 3, 2020 June 15, 2030 2.100 % December 15, 2020 June 15 and December 15 March 15, 2030
3.100% Notes (3) $ 1,050.0 June 3, 2020 June 15, 2050 3.100 % December 15, 2020 June 15 and December 15 December 15, 2049
0.500% Notes (4) $ 886.1 September 10, 2020 January 15, 2028 0.500 % January 15, 2021 January 15 October 15, 2027
1.000% Notes (4) $ 768.0 September 10, 2020 January 15, 2032 1.000 % January 15, 2021 January 15 October 15, 2031
1.875% Notes $ 800.0 September 28, 2020 October 15, 2030 1.875 % April 15, 2021 April 15 and October 15 July 15, 2030

Senior Notes

Aggregate Principal Amount (in millions)

Issue Date and Interest Accrual Date

Maturity Date

Contractual Interest Rate

First Interest Payment

Interest Payments Due (1)

Par Call Date (2)

1.600% Notes

700.0

March 29, 2021

April 15, 2026

1.600

October 15, 2021

April 15 and October 15

March 15, 2026

2.700% Notes

700.0

March 29, 2021

April 15, 2031

2.700

October 15, 2021

April 15 and October 15

January 15, 2031

___________

(1)Accrued and unpaid interest ~~on USD denominated notes~~ is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, beginning on the issue date.

(2)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 Notes on or after the par call date, the Company will not be required to pay a make-whole premium.

~~(3)The Initial 3.100% Notes were issued on June 3, 2020. The Reopened 3.100% Notes were issued on September 28, 2020.~~

~~(4)The 0.500% Notes and the 1.000% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date.~~

If the Company undergoes a change of control and corresponding ratings decline, each as defined in the ~~applicable~~ supplemental indenture for the Notes, the Company 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 (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 ~~indentures contain~~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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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 applicable supplemental indenture.

Bank ~~Facilities—~~Facilities

Amendments to Bank Facilities~~During the nine months ended September 30, 2020,~~—On February 10, 2021, the Company ~~increased~~ amended and restated its senior unsecured multicurrency revolving credit facility (as amended, the ~~commitments under~~“2021 Multicurrency Credit Facility”) and its senior unsecured revolving credit facility (as amended, the “2021 Credit Facility”) and entered into an amendment agreement with respect to its $1.0 billion unsecured term loan, as amended and restated in December 2019 (as amended, the “2019 Term Loan”).

These amendments, among other things,

i.extend the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the ~~2019~~2021 Credit Facility, ~~by $100.0 million each~~respectively,

ii.increase the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to ~~$3.1~~$4.1 billion and ~~$2.35~~$2.9 billion, ~~respectively.~~respectively, of which 1.3 billion EUR borrowed under the 2021 Multicurrency Credit Facility is to be reserved to finance the Pending Telxius Acquisition (as defined in note 14),

~~2019~~iii.increase the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively,

iv.expand the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $1.0 billion to $3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $1.5 billion sublimit,

v.amend the limitation of the Company’s permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the loan agreements for the facilities)),

vi.amend the limitation on indebtedness of, and guaranteed by, the Company’s subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of the Company and its subsidiaries on a consolidated basis and

vii.increase the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million.

2021 Multicurrency Credit Facility—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company borrowed an aggregate of ~~910.0 million EUR ($1.0~~$1.8 billion ~~as of the borrowing dates)~~ and repaid an aggregate of ~~$1.8~~$1.6 billion ~~including 910.0 million EUR ($1.1 billion as of the repayment dates),~~ of revolving indebtedness under the ~~2019~~2021 Multicurrency Credit Facility. The Company used the borrowings to repay existing indebtedness, including the InSite Debt and its $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”), and for general corporate purposes.

~~2019~~

2021 Credit Facility—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company borrowed an aggregate of ~~$4.4 billion~~$50.0 million and ~~repaid an aggregate of $5.6 billion~~made 0 repayments of revolving indebtedness under the ~~2019~~2021 Credit Facility. The Company used the borrowings ~~to repay existing indebtedness, to purchase redeemable noncontrolling interests and~~ for general corporate purposes.

Repayment of the 2020 Term Loan—On February 5, 2021, the Company repaid all amounts outstanding under the 2020 Term Loan with borrowings from the 2021 Multicurrency Credit Facility and cash on hand.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

~~2020~~2021 Delayed Draw Term ~~Loan—~~Loans—On February ~~13, 2020,~~10, 2021, the Company entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the ~~2020~~date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder and that bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.000% above the Euro Interbank Offered Rate (“EURIBOR”) (the “2021 364-Day Delayed Draw Term Loan”) and (ii) an 825.0 million EUR (approximately $1.0 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder and that bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.125% above EURIBOR (the “2021 Three Year Delayed Draw Term Loan,” and, together with the 2021 364-Day Delayed Draw 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 its $1.3 billion unsecured term loan entered into on February 14, 2019 (the “2019 364-Day“2021 Delayed Draw Term ~~Loan”~~Loans”). The 2020 Term Loan matures on February 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 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~~loan agreements for the ~~2020~~2021 Delayed Draw Term ~~Loan contains~~Loans contain 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. Failure to comply with the financial and operating covenants of the loan ~~agreement~~agreements could not only prevent the Company 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.

~~April 2020 Term Loan~~Bridge Facility—~~On April 3, 2020,~~In connection with entering into the Pending Telxius Acquisition, the Company entered into a ~~$1.14~~commitment letter (the “Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA has, with respect to bridge financing, committed to provide up to 7.5 billion ~~unsecured term loan due April 2,~~EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Pending Telxius Acquisition. Effective February 10, 2021, ~~which~~the Bridge Loan Commitment was ~~subsequently increased~~reduced to ~~$1.19~~4.275 billion ~~effective April 21, 2020 (the “April 2020 Term Loan”),~~EUR (approximately $5.2 billion at the ~~net proceeds~~date of ~~which were used to repay outstanding indebtedness~~signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the ~~2019~~2021 Multicurrency Credit ~~Facility.~~ Facility, the 2021 Credit Facility and the 2021 Delayed Draw Term Loans, as described above.

The Commitment Letter contains, and the credit agreement in respect of the Bridge Loan Commitment, if any, will contain, certain customary conditions to funding, including, without limitation, (i) the execution and delivery of definitive financing agreements for the Bridge Loan Commitment and (ii) other customary closing conditions set forth in the Commitment Letter. The Company will pay certain customary commitment fees and, in the event it makes any borrowings in connection with the Bridge Loan Commitment, funding and other fees.

India Credit Facility—During the three months ended ~~September 30, 2020,~~March 31, 2021, the Company ~~repaid all amounts outstanding~~entered into a working capital facility in India with a borrowing capacity of 1.0 billion Indian Rupees (“INR”) (approximately $13.7 million). The working capital facility is subject to annual renewal and bears interest at a rate equal to the one-month India Treasury Bill rate at the time of borrowing plus a spread. As of March 31, 2021, the Company has not borrowed under ~~the April 2020 Term Loan with proceeds from the issuances of the 0.500% Notes, the 1.000% Notes, the 1.875% Notes and the Reopened 3.100% Notes.~~this facility.

As of ~~September 30, 2020,~~March 31, 2021, the key terms under the ~~2019~~2021 Multicurrency Credit Facility, the ~~2019~~2021 Credit Facility, the ~~Company’s $1.0 billion unsecured term loan, as amended and restated in December~~ 2019 ~~(the “2019~~ Term ~~Loan”),~~Loan, the 2021 364-Day Delayed Draw Term Loan, the 2021 Three Year Delayed Draw Term Loan and the ~~2020 Term~~Bridge Loan Commitment 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)
2019 Multicurrency Credit Facility $ 0 (3) $ 3.8 June 28, 2023 (4) 1.125 % 0.110 %
2019 Credit Facility $ 390.0 $ 0.8 January 31, 2025 (4) 1.125 % 0.110 %
2019 Term Loan $ 1,000.0 N/A January 31, 2025 1.125 % N/A
2020 Term Loan $ 750.0 N/A February 12, 2021 0.650 % N/A


	Outstanding Principal Balance (in millions)		Undrawn letters of credit (in millions)		Maturity Date		Current margin over LIBOR or EURIBOR (1)		Current commitment fee (2)
2021 Multicurrency Credit Facility	$	270.0	$	3.8	June 28, 2024	(3)	1.125	%	0.110	%
2021 Credit Facility	$	2,345.0	$	0.8	January 31, 2026	(3)	1.125	%	0.110	%
2019 Term Loan	$	1,000.0	N/A		January 31, 2025		1.125	%	N/A
2021 364-Day Delayed Draw Term Loan	0		N/A		N/A	(4)	1.000	%	0.110	%
2021 Three Year Delayed Draw Term Loan	0		N/A		N/A	(4)	1.125	%	0.110	%
Bridge Loan Commitment (5)	0		N/A		N/A	(5)	1.125	%	0.110	%

_______________

(1)LIBOR, which means the London Interbank Offered ~~Rate.~~Rate, applies to the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2019 Term Loan. EURIBOR, which means the Euro Interbank Offered Rate, applies to the 2021 Delayed Draw Term Loans and the Bridge Loan Commitment.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

(2)Fee on undrawn portion of each credit facility.

(3)~~Reflects borrowings denominated in EUR.~~

~~(4)~~Subject to 2 optional renewal periods.

(4)The maturity dates for the 2021 364-Day Delayed Draw Term Loan and the 2021 Three Year Delayed Draw Term Loan are 364 days and three years, respectively, from the date of the first borrowing under each facility. As of March 31, 2021, no borrowings were made under these facilities, and as such, no maturity dates have been set. The Company’s ability to borrow thereunder is subject to the occurrence of certain conditions related to the Pending Telxius Acquisition, as set forth in the agreements for the 2021 Delayed Draw Term Loans.

(5)The Bridge Loan Commitment includes subfacilities relating to the various tranches of closings under the Pending Telxius Acquisition. The maturity dates of the subfacilities are 364 days from the first closing date pursuant to such tranche. Each subfacility is subject to a duration fee that applies to the outstanding principal balance beginning 90 days after the related acquisition closing date. As of March 31, 2021, there have been no closings related to the Pending Telxius Acquisition, and as such, no maturity dates have been set and no duration fees apply.

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 1			Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

			Level 2			Observable 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 3			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~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:


		September 30, 2020						December 31, 2019							March 31, 2021					December 31, 2020
		Fair Value Measurements Using						Fair Value Measurements Using							Fair Value Measurements Using					Fair Value Measurements Using
		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3			Level 1		Level 2		Level 3	Level 1		Level 2		Level 3
Assets:	Assets:													Assets:

Interest rate swap agreements	Interest rate swap agreements	0		$	33.1	0		0		$	9.0	0		Interest rate swap agreements	0		$	24.5	0	0		$	29.2	0
Embedded derivative in lease agreement		0		0		0		0		0		$	10.7

Liabilities:	Liabilities:													Liabilities:
Interest rate swap agreements	Interest rate swap agreements	0		$	0.1	0		0		$	7.5	0		Interest rate swap agreements	0		$	0.0	0	0		$	0.1	0

Fair value of debt related to interest rate swap agreements (1)	Fair value of debt related to interest rate swap agreements (1)	$	34.8	0		0		$	3.3	0		0		Fair value of debt related to interest rate swap agreements (1)	$	26.3	0		0	$	31.4	0		0
Redeemable noncontrolling interests		0		0		$	554.9	0		0		$	1,096.5

_______________

(1)Included in the carrying values of the corresponding debt obligations.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company made no changes to the methods described in note 12 to its consolidated financial statements included in the ~~2019~~2020 Form 10-K that it used to measure the fair value of its interest rate swap agreements and redeemable noncontrolling interests. During the three months ended September 30, 2020, the Company recorded an adjustment to the embedded derivative in one of its lease agreements of $10.2 million, which is included in Other income (expense) in the consolidated statements of operations. As of September 30, 2020, the Company had no embedded derivatives outstanding. The changes in the carrying amount of the redeemable noncontrolling interests are described in note 10.agreements.

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. ~~The~~During the three months ended March 31, 2021 and 2020, the Company recorded ~~$6.0~~$0.6 million and ~~$41.8~~$3.7 million of impairments, ~~during the three and nine months ended September 30, 2020, respectively, and $14.0 million and $45.1 million of impairments during the three and nine months ended September 30, 2019,~~ respectively. There were no other items measured at fair value on a nonrecurring basis during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 or ~~2019.~~2020.

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 ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 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 ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the carrying value of long-term obligations, including the current portion, was ~~$24.8 billion and $24.1 billion, respectively.~~$29.3 billion. As of ~~September 30,~~March 31, 2021, the fair value of long-term obligations, including the current portion, was $30.4 billion, of which $24.3 billion was measured using Level 1 inputs and $6.1 billion was measured using Level 2 inputs. As of December 31, 2020, the fair value of long-term obligations, including the current portion, was ~~$26.6~~$31.4 billion, of which ~~$21.9~~$24.0 billion was measured using Level 1 inputs and $4.7 billion was measured using Level 2 inputs. As of December 31, 2019, the fair value of long-term obligations, including the current portion, was $25.0 billion, of which $17.5 billion was measured using Level 1 inputs and $7.5$7.4 billion was measured using Level 2 inputs.

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.

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

The increase in the income tax provision during the three months ended ~~September 30, 2020~~March 31, 2021 as compared to the three months ended September 30, 2019 was primarily due to a change in estimates, partially offset by changes in unrecognized tax benefits. The decrease in the income tax provision during the nine months ended September 30,March 31, 2020 ~~as compared to the nine months ended September 30, 2019~~ was primarily attributable to ~~the remeasurement of the Company’s net deferred tax liabilities~~an increase in ~~Kenya as a result of a change in tax rate and also includes a net benefit due to reductions~~foreign earnings in the ~~amount recorded for unrecognized tax benefits.~~current period and higher benefits related to foreign exchange losses during the three months ended March 31, 2020.

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the total unrecognized tax benefits that would impact the ETR, if recognized, were approximately ~~$112.3~~$104.7 million and ~~$158.1~~$105.9 million, respectively. The amount of unrecognized tax benefits during the three months ended ~~September 30, 2020~~March 31, 2021 includes (i) additions to the Company’s existing tax positions of $19.4 million, (ii) additions due to foreign currency exchange rate fluctuations of $0.5 million and (iii) reductions due to the remeasurement of acquired liabilities of $6.7 million. The amount of unrecognized tax benefits during the nine months ended September 30, 2020 includes (i) additions to the Company’s existing tax positions of $21.5 million, (ii) reductions due to foreign currency exchange rate fluctuations of ~~$12.8~~$2.2 million, ~~(iii)~~(ii) reductions ~~due~~ to the ~~remeasurement~~Company’s prior year tax positions of ~~acquired liabilities of $24.6~~$1.5 million and ~~(iv) reductions due to settlements of $3.6 million related~~(iii) additions to the ~~acquisition~~Company’s existing tax positions of Eaton Towers. During the three and nine months ended September 30, 2020, the statute of limitations on certain unrecognized tax benefits lapsed, which resulted in a decrease of $25.3 million in the liability for unrecognized tax benefits.$1.2 million. 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 13 to the Company’s consolidated financial statements included in the ~~2019~~2020 Form 10-K. The impact of the amount of these changes to previously recorded uncertain tax positions could range from 0 to ~~$49.1~~$34.2 million.

The Company recorded the following penalties and income tax-related interest expense during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Penalties and income tax-related interest expense $ 6.6 $ 2.1 $ 9.3 $ 4.3


	Three Months Ended March 31,
	2021		2020
Penalties and income tax-related interest expense	$	3.7	$	1.7

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the total amount of accrued income tax related interest and penalties included in the consolidated balance sheets were ~~$25.3~~$37.1 million and ~~$26.6~~$34.4 million, respectively.

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 ~~September 30, 2020,~~March 31, 2021, the Company had the ability to grant stock-based awards with respect to an aggregate of ~~6.5~~5.9 million shares of common

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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 ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company recorded and capitalized the following stock-based compensation expense:

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~


	Three Months Ended March 31,
	2021 (1)		2020 (2)
Stock-based compensation expense	$	38.0	$	47.7
Total stock-based compensation expense	$	38.0	$	47.7

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~_______________

~~(tabular amounts~~(1)For the three months ended March 31, 2021, stock-based compensation expense consisted of $38.0 million included in ~~millions, unless otherwise noted)~~

selling, general, administrative and development expense.

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Stock-based compensation expense Property $ 0.4 $ 0.4 $ 1.4 $ 1.4
Stock-based compensation expense Services 0.3 0.2 0.9 0.7
Stock-based compensation expense SG&A 23.4 22.9 96.7 85.8
Total stock-based compensation expense $ 24.1 $ 23.5 $ 99.0 $ 87.9
Stock-based compensation expense capitalized as property and equipment $ 0.4 $ 0.3 $ 1.3 $ 1.2
(2)For the three months ended March 31, 2020, stock-based compensation expense consisted of (i) $0.6 million included in Property costs of operations, (ii) $0.3 million included in Services costs of operations and (iii) $46.8 million included in selling, general, administrative and development expense. For the three months ended March 31, 2020, stock-based compensation expense capitalized as property and equipment was $0.5 million.

Stock Options—As of ~~September 30, 2020,~~March 31, 2021, total unrecognized compensation expense related to unvested stock options was less than $0.1 million, which is expected to be recognized over a weighted average period of less than one year.

The Company’s option activity for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was as follows (shares disclosed in full amounts):


						Number of Options
Outstanding as of January 1, ~~2020~~2021						~~3,060,242~~2,016,261

Exercised						~~(943,165)~~(23,958)
Forfeited						0
Expired						0
Outstanding as of ~~September 30, 2020~~March 31, 2021						~~2,117,077~~1,992,303

Restricted Stock Units—As of ~~September 30, 2020,~~March 31, 2021, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was ~~$146.9~~$197.7 million and is expected to be recognized over a weighted average period of approximately ~~two~~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 ~~nine~~three months ended ~~September 30,~~March 31, 2021, the Company’s Compensation Committee (the “Compensation Committee”) granted an aggregate of 92,312 PSUs (the “2021 PSUs”) to its executive officers and established the performance metrics for these awards. During the years ended December 31, 2020 and 2019, ~~and 2018,~~ the ~~Company’s~~ Compensation Committee granted an aggregate of 110,925 PSUs (the “2020 PSUs”), and 114,823 PSUs (the “2019 ~~PSUs”) and 131,311 PSUs (the “2018~~ 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 ~~2020~~2021 PSUs, the ~~2019~~2020 PSUs and the ~~2018~~2019 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from 0 to 200% of the 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 ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was as follows (shares disclosed in full amounts):

RSUs PSUs
Outstanding as of January 1, 2020 (1) 1,454,350 528,908
Granted (2) 452,301 110,925
Vested and Released (3) (609,079) (282,774)
Forfeited (4) (34,728) (76,965)
Outstanding as of September 30, 2020 1,262,844 280,094
Vested and deferred as of September 30, 2020 (5) 58,204 0

~~_______________~~

~~(1)PSUs consist of the target number of shares issuable at the end of the~~ ~~three-year performance period for the 2019 PSUs and the 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 (the “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 110,925 shares, which includes 17,593 shares granted during the three months ended June 30, 2020 to the Company’s newly appointed Chief Executive Officer (“CEO”)

2018

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)


	RSUs	PSUs
Outstanding as of January 1, 2021 (1)	1,245,075	320,510
Granted (2)	538,239	92,312
Vested and Released (3)	(547,567)	(66,834)
Forfeited	(13,424)	0
Outstanding as of March 31, 2021	1,222,323	345,988
Vested and deferred as of March 31, 2021 (4)	0	96,048

_______________

(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the outstanding 2020 PSUs and ~~Chief Financial Officer~~the outstanding 2019 PSUs, or 70,739 and ~~also includes 40,186~~86,889 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted toin 2018 (the “2018 PSUs”) based on achievement against the ~~Company’s former CEO during~~performance metrics for the ~~three months ended March 31, 2020 which were subsequently forfeited upon his retirement.~~three-year performance period, or 162,882 shares.

(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2021 PSUs, or 92,312 shares.

(3)This includes 58,204 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the ~~2017~~2018 PSUs. There are no additional shares to be earned related to the ~~2017~~2018 PSUs.

(4)~~PSUs consist of shares forfeited in connection with the retirement of the Company’s former CEO, which includes the target number of shares issuable at the end of the~~ ~~three-year performance period for the 2020 PSUs and the pro-rated target numbers of shares issuable at the end of the~~ ~~three-year performance periods for the 2019 PSUs and the 2018 PSUs as calculated pursuant to the award agreements related to the 2019 PSUs and the 2018 PSUs.~~

~~(5)~~Vested and deferred ~~RSUs~~PSUs are related to deferred compensation for certain former employees.

On April 11, 2020, the Company’s Compensation Committee changed the terms of the PSU award agreements as to the vesting applicable in the event of a PSU participant’s death, disability or qualified retirement (as defined in the award agreement) to be the same for all PSU participants, including the participant serving as CEO. The change in vesting terms is applicable for new PSU grants awarded to the CEO beginning on April 11, 2020 and does not change the vesting terms applicable to PSU grants awarded to the Company’s newly appointed CEO or former CEO prior to April 11, 2020.

During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded ~~$2.7~~$1.5 million ~~and $19.1 million, respectively,~~ 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 ~~September 30, 2020~~March 31, 2021 was ~~$5.9~~$20.8 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~~three years.

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 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 (together, “Macquarie,” and, collectively with Tata Sons, Tata Teleservices and IDFC, the “Remaining Shareholders”).

The Shareholders Agreement also provides 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.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, 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~~2020 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 216 Indian Rupees (“INR”) per share.

During the year ended December 31, ~~2019,~~2020, the Company redeemed ~~50%~~100% of Tata Teleservices and Tata Sons’ remaining combined ~~holdings of ATC TIPL and 100% of IDFC’s~~ holdings of ATC TIPL for total consideration of INR ~~29.4~~24.8 billion ($~~425.7~~337.3 million at the date of redemption). As a result of the redemption, the Company’s controlling interest in ATC TIPL increased from ~~63%~~79% to ~~79%~~92% and the noncontrolling interest decreased from ~~37%~~21% to ~~21%~~8%.

~~In April 2019, Tata Teleservices and Tata Sons delivered notice of exercise of their put options~~During the three months ended March 31, 2021, the Company entered into an agreement with ~~respect~~Macquarie to redeem 100% of their ~~remaining~~combined holdings in ATC ~~TIPL.~~TIPL at a price of INR 175 per share, subject to certain adjustments. Accordingly, the Company expects to pay an amount equivalent to INR ~~24.8~~12.9 billion (approximately ~~$336.3 million at the September 30, 2020 exchange rate)~~$176.5 million) to redeem the ~~put~~ shares in ~~2020,~~2021, subject to regulatory approval. After the completion of the redemption, the Company will hold ~~an approximately 92%~~a 100% ownership interest in ATC TIPL.

Other Redeemable Noncontrolling Interests—During the year ended December 31, 2020, the Company completed the acquisition of MTN Group Limited’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including a net adjustment of $1.4 million made during

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

~~Other Redeemable Noncontrolling Interests—~~During the nine months ended September 30, 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, including an adjustment of $1.4 million made during the three months ended March 31, 2020, 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,~~

In 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~~owned and ~~operates~~operated wireless communications towers in France. ~~The Company’s controlling interest~~During the three months ended March 31, 2021, the Company liquidated its interests in Eure-et-Loir ~~is 51% with local partners holding a 49% noncontrolling interest. The value~~for total consideration of 2.2 million EUR (approximately $2.5 million at the ~~Eure-et-Loir interests as~~date of ~~September 30, 2020 was $2.7 million.~~redemption).

The changes in Redeemable noncontrolling interests were as follows:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Balance as of January 1,	Balance as of January 1,	$	1,096.5	$	1,004.8	Balance as of January 1,	$	212.1	$	1,096.5
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	11.2		2.2		Net income attributable to noncontrolling interests	2.3		7.7
Adjustment to noncontrolling interest redemption value	Adjustment to noncontrolling interest redemption value	(10.0)		(2.2)		Adjustment to noncontrolling interest redemption value	1.2		(6.3)

Purchase of redeemable noncontrolling interest	Purchase of redeemable noncontrolling interest	(524.4)		(425.7)		Purchase of redeemable noncontrolling interest	(2.5)		(524.4)
Foreign currency translation adjustment attributable to noncontrolling interests	Foreign currency translation adjustment attributable to noncontrolling interests	(18.4)		(4.3)		Foreign currency translation adjustment attributable to noncontrolling interests	(0.2)		(32.1)
Balance as of September 30,		$	554.9	$	574.8
Balance as of March 31,						Balance as of March 31,	$	212.9	$	541.4

11. EQUITY

Sales of Equity Securities—The Company receives proceeds from sales of its equity securities pursuant to the ESPP and upon exercise of stock options granted under the 2007 Plan. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company received an aggregate of ~~$82.5~~$1.9 million in proceeds upon exercises of stock ~~options and sales pursuant to the ESPP.~~options.

2020 “At the Market” Stock Offering Program—In August 2020, the Company established an “at the market” stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to use the net proceeds offrom any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of ~~September 30, 2020,~~March 31, 2021, the Company has 0t sold any shares of common stock under the 2020 ATM Program.

Stock Repurchase Programs—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”~~Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).

During the ~~nine~~three months ended ~~September 30, 2020, the Company repurchased 264,086 shares of its common stock under the 2011 Buyback for an aggregate of $56.0 million. During the nine months ended September 30, 2020,~~March 31, 2021, there were 0 repurchases under either of the ~~2017 Buyback.~~Buyback Programs. As of ~~September 30, 2020,~~March 31, 2021, the Company has repurchased a total of 14,361,283 shares of its common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. As of ~~September 30, 2020,~~March 31, 2021, the Company has 0t 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.

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

2220

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Distributions—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company declared or paid the following cash distributions (per share data reflects actual amounts):

Declaration Date Payment Date Record Date Distribution per share Aggregate Payment Amount (1)
Common Stock
September 10, 2020 October 16, 2020 September 28, 2020 $ 1.14 $ 506.4
May 19, 2020 July 10, 2020 June 19, 2020 $ 1.10 $ 487.9
March 12, 2020 April 29, 2020 April 14, 2020 $ 1.08 $ 478.8
December 11, 2019 January 14, 2020 December 27, 2019 $ 1.01 $ 447.3


Declaration Date	Payment Date	Record Date	Distribution per share		Aggregate Payment Amount (1)
Common Stock
March 4, 2021	April 29, 2021	April 13, 2021	$	1.24	$	551.5
December 3, 2020	February 2, 2021	December 28, 2020	$	1.21	$	537.6

_______________

(1)Does not include amounts accrued for distributions payable related to unvested restricted stock units.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company declared or paid the following cash distributions (per share data reflects actual amounts):

Declaration Date Payment Date Record Date Distribution per share Aggregate Payment Amount (1)
Common Stock
September 13, 2019 October 17, 2019 September 27, 2019 $ 0.95 $ 420.7
May 22, 2019 July 12, 2019 June 19, 2019 $ 0.92 $ 407.0
March 7, 2019 April 26, 2019 April 11, 2019 $ 0.90 $ 397.8
December 4, 2018 January 14, 2019 December 27, 2018 $ 0.84 $ 370.5


Declaration Date	Payment Date	Record Date	Distribution per share		Aggregate Payment Amount (1)
Common Stock
March 12, 2020	April 29, 2020	April 14, 2020	$	1.08	$	478.8
December 11, 2019	January 14, 2020	December 27, 2019	$	1.01	$	447.3

_______________

(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 ~~September 30, 2020,~~March 31, 2021, the amount accrued for distributions payable related to unvested restricted stock units was ~~$10.9~~$7.6 million. During the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company paid ~~$7.8~~$7.3 million and ~~$6.9~~$7.6 million of distributions upon the vesting of restricted stock 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.

Dividend to noncontrolling interest— The Company’s joint ventures may, from time to time, declare dividends. During the year ended December 31, ~~2019,~~2020, ATC Europe declared a dividend of ~~24.5~~13.2 million EUR (approximately ~~$27.0~~$16.2 million ~~at the time~~accrued as of ~~declaration)~~December 31, 2020) 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 6, 2021.

Purchase of Interests—During the three months ended March 31, ~~2020.~~2021, the Company purchased the remaining minority interests held in a subsidiary for an aggregate purchase price of $6.0 million of unregistered shares of the Company’s common stock, in lieu of cash. The Company now owns 100% of the subsidiary as a result of the purchase.

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

Net income attributable to American Tower Corporation common stockholders	Net income attributable to American Tower Corporation common stockholders	$	464.4	$	498.6	$	1,325.5	$	1,325.1	Net income attributable to American Tower Corporation common stockholders	$	645.0	$	415.0
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	443,766		442,763		443,420		442,110		Basic weighted average common shares outstanding	444,486		443,055
Dilutive securities	Dilutive securities	2,390		3,066		2,588		3,242		Dilutive securities	1,808		2,777
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	446,156		445,829		446,008		445,352		Diluted weighted average common shares outstanding	446,294		445,832
Basic net income attributable to American Tower Corporation common stockholders per common share	Basic net income attributable to American Tower Corporation common stockholders per common share	$	1.05	$	1.13	$	2.99	$	3.00	Basic net income attributable to American Tower Corporation common stockholders per common share	$	1.45	$	0.94
Diluted net income attributable to American Tower Corporation common stockholders per common share	Diluted net income attributable to American Tower Corporation common stockholders per common share	$	1.04	$	1.12	$	2.97	$	2.98	Diluted net income attributable to American Tower Corporation common stockholders per common share	$	1.45	$	0.93

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):

2321

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Restricted stock units 0 0 1 1


	Three Months Ended March 31,
	2021	2020
Restricted stock units	0	86

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 8 optional successive ~~five-year~~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 2,100 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 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 ~~September 30, 2020,~~March 31, 2021, the Company has purchased an aggregate of ~~330~~331 of the subleased towers which are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is ~~$951.3~~$997.0 million and includes per annum accretion through the applicable 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, 2025 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 5 successive ~~five-year~~five-year terms.

Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue 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, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the 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 ($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

2422

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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 ofwith 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.

Guaranties and Indemnifications— If the Company is unable to close the Pending Telxius Acquisition, the Company would be liable under the terms of the agreements to make certain payments to Telxius (each as defined below), which could be material.

14. ACQUISITIONS

Impact of current year acquisitions—The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications ~~sites.~~sites and related assets. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 from the date of the respective acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may depend on, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Sites acquired from communications service providers may never have been operated as a business and may instead have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees.

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 ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Acquisition and merger related expenses	Acquisition and merger related expenses	$	0.7	$	5.8	$	11.1	$	11.6	Acquisition and merger related expenses		$	34.6	$	7.6
Integration costs	Integration costs	$	7.0	$	1.6	$	16.1	$	7.8	Integration costs		$	16.6	$	6.6

During the ~~nine~~three months ended ~~September 30, 2020 and 2019,~~March 31, 2021, the Company also recorded benefits of ~~$4.6 million and $13.1~~$4.0 million related to pre-acquisition contingencies and ~~settlements, respectively.~~settlements. The increase in acquisition and merger related costs during the three months ended March 31, 2021 was primarily associated with the Pending Telxius Acquisition (as defined below).

~~2020~~2021 Transactions

The estimated aggregate impact of the acquisitions completed in ~~2020~~2021 on the Company’s revenues and gross margin for the three months ended ~~September 30, 2020~~March 31, 2021 was approximately ~~$3.4~~$0.5 million and ~~$2.1 million, respectively, and for the nine months ended September 30, 2020 was approximately $5.2 million and $3.3~~$0.4 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.~~2019 and an additional 530 communications sites pursuant to this agreement during the year ended December 31, 2020. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company completed the acquisition of an additional ~~406~~50 communications sites pursuant to this agreement for an aggregate total purchase price of $103.7 million (as of the dates of acquisition), including value added tax, which are being accounted for as an acquisition of assets and are included in the table below. Subsequent to September 30, 2020, the Company completed the acquisition of an additional 53 communications sites. The remaining communications sites are expected to continue to close in tranches, subject to certain closing conditions.

2523

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

~~Poland Acquisition~~—On June 16, 2020, the Company, through its recently formed Polish subsidiary, entered into a definitive agreement with Electronic Control Systems Spółka Akcyjna to acquire up to 50 communications sites in Poland for total considerationpurchase price of ~~18.3~~$14.7 million Polish Zloty (“PLN”) ($4.6 million at the date of signing). During the nine months ended September 30, 2020, the Company completed the acquisition of 26 of these communications sites for total consideration of 11.6 million PLN ($3.0 million as(as of the dates of acquisition), including value added tax, which are being accounted for as an acquisition of assets and are included in the table below. The remaining communications sites are expected to continue to close in tranches, subject to ~~customary~~certain closing conditions.

Other Acquisitions—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the Company acquired a total of ~~416~~66 communications sites as well as other communications infrastructure assets in the United States, ~~France,~~ Mexico and Peru, ~~including 308 sites in connection with the Company’s agreements with Orange S.A. (“Orange”) as further described below,~~ for an aggregate purchase price of ~~$197.1~~$62.5 million. Of the aggregate purchase price, $4.0 million is reflected as a payable in the consolidated balance sheet as of March 31, 2021. These acquisitions were accounted for as asset acquisitions.

The following table summarizes the allocations of the purchase prices for the fiscal year ~~2020~~2021 acquisitions based upon their estimated fair value at the date of acquisition:

Allocation (1)

Current assets

~~20.8~~0.3

Property and equipment

~~119.4~~22.5

Intangible assets (2):

Tenant-related intangible assets

~~119.5~~37.3

Network location intangible assets

~~36.0~~15.7

Other intangible assets

~~1.3~~0

Other non-current assets

~~39.7~~5.8

Current liabilities

~~(3.3)~~(1.0)

Deferred tax liability

Other non-current liabilities

~~(29.6)~~(3.4)

Net assets acquired

~~303.8~~77.2

Goodwill

Fair value of net assets acquired

~~303.8~~77.2

Debt assumed

Purchase price

~~303.8~~77.2

_______________

(1)Includes 2012 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 generally over a 20 year period.

~~In addition to the acquisitions discussed above, the Company purchased 102 towers related to the AT&T transaction described in note 13 for an aggregate purchase price of $55.1 million.~~

Other Signed Acquisitions

Orange Acquisition—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 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~~five-year term. ~~During the nine months ended September 30, 2020, the~~The Company completed the acquisition of ~~308 communications sites.~~564 of these sites during the year ended December 31, 2020. Subsequent to ~~September 30, 2020,~~March 31, 2021, the Company completed the acquisition of an additional ~~137~~81 communications sites. The remaining communications sites are expected to close in tranches, subject to customary closing conditions.

~~2019~~Pending Telxius Acquisition—On January 13, 2021, the Company entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which the Company expects to acquire Telxius’ European and Latin American tower divisions, comprising approximately 31,000 communications sites in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion EUR (approximately $9.4 billion at the date of signing) (the “Pending Telxius Acquisition”), subject to certain adjustments. As of April 28, 2021, the Company has received all required government and regulatory approvals in Germany and Spain and expects to close on the majority of the European sites in the second quarter of 2021, with approximately 4,000 sites in Germany expected to close in the third quarter of 2021. The Latin American sites are expected to close either late in the second quarter or in the third quarter of 2021, subject to customary closing conditions, including government and regulatory approval.

2020 Transactions

~~Eaton Towers~~InSite Acquisition—On December ~~31, 2019,~~23, 2020, the Company acquired 100% of the outstanding ~~shares~~units of ~~Eaton Towers,~~IWG Holdings, LLC, the parent company of InSite, which ~~owns~~owned, operated and ~~operates~~managed approximately ~~5,800~~3,000 communications sites across 5 African markets (the “Eaton Towers Acquisition”). During the nine months ended September 30, 2020, the purchase price was reduced by approximately $4.2 million. The total consideration for the Eaton Towers Acquisition, including the Company’sin

2624

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

the U.S. and Canada. The portfolio included approximately 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 40 DAS networks in the United States. In addition, the portfolio included more than 600 land parcels under communications sites in the United States, Canada and Australia, as well as approximately 400 rooftop sites. The total consideration for the InSite Acquisition, including cash acquired, the repayment and assumption of ~~Eaton Towers’ existing~~certain debt held by InSite, was approximately ~~$2.0 billion.~~$3.5 billion, subject to certain post-closing adjustments. The ~~purchase price reflects a $14.0 million receivable from the seller for reimbursement of taxes. The Eaton Towers~~InSite Acquisition was accounted for as a business combination and is subject to post-closing adjustments. During the three months ended March 31, 2021, certain adjustments were made to reduce assets by $3.1 million and increase liabilities by $18.2 million with a corresponding increase in goodwill of $21.3 million and there were no other material post-closing adjustments. The full reconciliation and finalization of the assets acquired and liabilities assumed, including those subject to valuation, have not been completed and, as a result, there may be additional post-closing adjustments.

The following table summarizes the preliminary and updated allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Eaton Towers Acquisition based upon its estimated fair value at the date of acquisition. Balances are reflected in the accompanying consolidated balance sheet as of September 30, 2020.

Preliminary Allocation Updated Allocation
Current assets $ 150.4 $ 153.8
Property and equipment 304.7 306.6
Intangible assets (1):
Tenant-related intangible assets 1,007.6 1,107.7
Network location intangible assets 272.2 326.2
Other non-current assets 99.5 111.0
Current liabilities (82.0) (88.2)
Deferred tax liability (319.3) (359.2)
Other non-current liabilities (138.3) (118.9)
Net assets acquired 1,294.8 1,439.0
Goodwill (2) 670.0 521.6
Fair value of net assets acquired 1,964.8 1,960.6
Debt assumed (329.8) (329.8)
Purchase price $ 1,635.0 $ 1,630.8

~~_______________~~

~~(1)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.~~

~~(2)The Company expects goodwill to be partially deductible for tax purposes.~~

Pro Forma Consolidated Results (Unaudited)

The following table presents the unaudited pro forma financial results as if the 2021 acquisitions had occurred on January 1, 2020 and the 2020 acquisitions had occurred on January 1, ~~2019 and the 2019 acquisitions had occurred on January 1, 2018.~~2019. 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Pro forma revenues	Pro forma revenues	$	2,013.3	$	2,037.5	$	5,924.4	$	5,916.3	Pro forma revenues		$	2,158.9	$	2,044.6
Pro forma net income attributable to American Tower Corporation common stockholders	Pro forma net income attributable to American Tower Corporation common stockholders	$	464.3	$	486.6	$	1,324.7	$	1,274.6	Pro forma net income attributable to American Tower Corporation common stockholders		$	644.9	$	369.8
Pro forma net income per common share amounts:	Pro forma net income per common share amounts:									Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	Basic net income attributable to American Tower Corporation common stockholders	$	1.05	$	1.10	$	2.99	$	2.88	Basic net income attributable to American Tower Corporation common stockholders		$	1.45	$	0.83
Diluted net income attributable to American Tower Corporation common stockholders	Diluted net income attributable to American Tower Corporation common stockholders	$	1.04	$	1.09	$	2.97	$	2.86	Diluted net income attributable to American Tower Corporation common stockholders		$	1.45	$	0.83

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

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,~~2020, as a result of ~~recent acquisitions, including~~ the ~~Eaton Towers~~InSite Acquisition, ~~and changes to its organizational structure,~~ the Company ~~reviewed and changed~~updated its reportable segments to ~~divide~~rename U.S. property and Asia property to U.S. & Canada property and Asia-Pacific property, respectively. The Company continues to report its ~~EMEA~~results in 6 segments – U.S. & Canada property, ~~segment into 2 segments:~~Asia-Pacific property, 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~~segment names is solely reflective of the inclusion of Canada and Australia in the Company’s business operations, as a result of the InSite Acquisition, and had no impact on the Company’s consolidated financial statements or historical segment financial information for any prior periods. ~~Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.~~

As of ~~September 30, 2020,~~March 31, 2021, the Company’s property operations consisted of the following:

•U.S.: & Canada: property operations in Canada and the United States;

•~~Asia:~~Asia-Pacific: property operations in Australia and India;

•Africa: property operations in Burkina Faso, Ghana, Kenya, Niger, Nigeria, South Africa and Uganda;

•Europe: property operations in France, Germany and Poland; 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 ~~2019~~2020 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

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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. 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 ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ 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.


	Property										Total Property		Services		Other		Total
Three Months Ended March 31, 2021	U.S. & Canada		Asia-Pacific		Africa		Europe		Latin America
Segment revenues	$	1,231.3	$	281.4	$	235.7	$	44.6	$	336.7	$	2,129.7	$	28.8			$	2,158.5
Segment operating expenses	197.9		175.5		80.9		7.8		101.2		563.3		11.0				574.3
Segment gross margin	1,033.4		105.9		154.8		36.8		235.5		1,566.4		17.8				1,584.2
Segment selling, general, administrative and development expense (1)	39.3		7.1		18.9		5.6		23.3		94.2		4.2				98.4
Segment operating profit	$	994.1	$	98.8	$	135.9	$	31.2	$	212.2	$	1,472.2	$	13.6			$	1,485.8
Stock-based compensation expense															$	38.0	38.0
Other selling, general, administrative and development expense															46.2		46.2
Depreciation, amortization and accretion															522.5		522.5
Other expense (2)															176.5		176.5
Income from continuing operations before income taxes																	$	702.6
Total assets	$	27,331.9	$	5,214.1	$	4,905.4	$	1,836.7	$	7,127.2	$	46,415.3	$	59.4	$	467.8	$	46,942.5

_______________

(1)Segment selling, general, administrative and development expenses exclude stock-based compensation expense of $38.0 million.

(2)Primarily includes interest expense.

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)


		Property										Total Property		Services		Other		Total			Property										Total Property		Services		Other		Total
Three Months Ended September 30, 2020		U.S.		Asia		Africa		Europe		Latin America
Three Months Ended March 31, 2020																				Three Months Ended March 31, 2020	U.S. & Canada		Asia-Pacific		Africa		Europe		Latin America		Total Property		Services		Other		Total
Segment revenues	Segment revenues	$	1,122.3	$	305.2	$	220.0	$	38.7	$	301.4	$	1,987.6	$	25.3			$	2,012.9	Segment revenues	$	1,089.9	$	286.6	$	225.5	$	34.5	$	336.7
Segment operating expenses (1)	Segment operating expenses (1)	207.3		167.1		74.1		7.7		95.5		551.7		10.2				561.9		Segment operating expenses (1)	190.0		164.0		77.7		6.6		105.2		543.5		7.6				551.1

Segment gross margin	Segment gross margin	915.0		138.1		145.9		31.0		205.9		1,435.9		15.1				1,451.0		Segment gross margin	899.9		122.6		147.8		27.9		231.5		1,429.7		12.3				1,442.0
Segment selling, general, administrative and development expense (1)	Segment selling, general, administrative and development expense (1)	38.3		24.1		18.5		5.3		20.9		107.1		4.2				111.3		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	Segment operating profit	$	876.7	$	114.0	$	127.4	$	25.7	$	185.0	$	1,328.8	$	10.9			$	1,339.7	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	Stock-based compensation expense															$	24.1	24.1		Stock-based compensation expense															$	47.7	47.7
Other selling, general, administrative and development expense	Other selling, general, administrative and development expense															41.3		41.3		Other selling, general, administrative and development expense															43.7		43.7
Depreciation, amortization and accretion	Depreciation, amortization and accretion															473.9		473.9		Depreciation, amortization and accretion															472.3		472.3
Other expense (2)	Other expense (2)															298.2		298.2		Other expense (2)															311.3		311.3
Income from continuing operations before income taxes	Income from continuing operations before income taxes																	$	502.2	Income from continuing operations before income taxes																	$	439.7
Total assets	Total assets	$	22,610.8	$	5,142.3	$	4,645.3	$	1,743.7	$	6,855.4	$	40,997.5	$	35.1	$	429.6	$	41,462.2	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

_______________

(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of ~~$0.7~~$0.9 million and ~~$23.4 million, respectively.~~

~~(2)Primarily includes interest expense.~~

Property Total
Property
Services Other Total
Three Months Ended September 30, 2019 U.S. Asia Africa Europe Latin America
Segment revenues $ 1,095.9 $ 312.5 $ 148.2 $ 33.3 $ 331.7 $ 1,921.6 $ 32.0 $ 1,953.6
Segment operating expenses (1) 207.5 177.9 51.7 6.9 103.6 547.6 11.7 559.3
Segment gross margin 888.4 134.6 96.5 26.4 228.1 1,374.0 20.3 1,394.3
Segment selling, general, administrative and development expense (1) 44.5 33.1 13.7 6.0 23.5 120.8 3.4 124.2
Segment operating profit $ 843.9 $ 101.5 $ 82.8 $ 20.4 $ 204.6 $ 1,253.2 $ 16.9 $ 1,270.1
Stock-based compensation expense $ 23.5 23.5
Other selling, general, administrative and development expense 40.8 40.8
Depreciation, amortization and accretion 442.8 442.8
Other expense (2) 221.0 221.0
Income from continuing operations before income taxes $ 542.0
Total assets $ 22,653.2 $ 5,324.9 $ 2,134.7 $ 1,491.9 $ 7,129.2 $ 38,733.9 $ 55.8 $ 517.5 $ 39,307.2

~~_______________~~

~~(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.6 million and $22.9 million, respectively.~~

~~(2)Primarily includes interest expense.~~

~~AMERICAN TOWER CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(tabular amounts in millions, unless otherwise noted)~~

Property Total Property Services Other Total
Nine Months Ended September 30, 2020 U.S. Asia Africa Europe Latin America
Segment revenues $ 3,299.7 $ 863.1 $ 651.5 $ 107.9 $ 931.8 $ 5,854.0 $ 65.0 $ 5,919.0
Segment operating expenses (1) 599.7 489.7 221.5 21.1 293.1 1,625.1 27.2 1,652.3
Segment gross margin 2,700.0 373.4 430.0 86.8 638.7 4,228.9 37.8 4,266.7
Segment selling, general, administrative and development expense (1) 117.6 90.2 56.4 15.6 67.8 347.6 9.8 357.4
Segment operating profit $ 2,582.4 $ 283.2 $ 373.6 $ 71.2 $ 570.9 $ 3,881.3 $ 28.0 $ 3,909.3
Stock-based compensation expense $ 99.0 99.0
Other selling, general, administrative and development expense 128.3 128.3
Depreciation, amortization and accretion 1,401.1 1,401.1
Other expense (2) 879.5 879.5
Income from continuing operations before income taxes $ 1,401.4

~~_______________~~

~~(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $2.3 million and $96.7 million, respectively.~~

~~(2)Primarily includes interest expense.~~

Property Total Property Services Other Total
Nine Months Ended September 30, 2019 U.S. Asia Africa Europe Latin America
Segment revenues $ 3,089.4 $ 922.5 $ 433.6 $ 100.4 $ 1,010.6 $ 5,556.5 $ 100.1 $ 5,656.6
Segment operating expenses (1) 595.4 544.2 158.6 20.3 310.5 1,629.0 35.5 1,664.5
Segment gross margin 2,494.0 378.3 275.0 80.1 700.1 3,927.5 64.6 3,992.1
Segment selling, general, administrative and development expense (1) 128.4 77.4 40.8 17.3 75.0 338.9 8.8 347.7
Segment operating profit $ 2,365.6 $ 300.9 $ 234.2 $ 62.8 $ 625.1 $ 3,588.6 $ 55.8 $ 3,644.4
Stock-based compensation expense $ 87.9 87.9
Other selling, general, administrative and development expense 117.3 117.3
Depreciation, amortization and accretion 1,328.6 1,328.6
Other expense (2) 663.1 663.1
Income from continuing operations before income taxes $ 1,447.5

~~_______________~~

~~(1)Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $2.1 million and $85.8~~$46.8 million, respectively.

(2)Primarily includes interest expense.

3027


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, ~~2019 (the “2019 Form 10-K”), as updated in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020 (the ~~“Q1 2020 Quarterly Report”~~“2020 Form 10-K”). 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, information set forth under the caption “Critical Accounting Policies and Estimates” in the ~~2019~~2020 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,~~2020, as a result of ~~recent acquisitions, including our~~the acquisition of ~~Eaton Towers Holdings Limited~~InSite Wireless Group, LLC (“~~Eaton Towers,~~InSite,” and the acquisition, the ~~“Eaton Towers~~“InSite Acquisition”), ~~and changes to our organizational structure,~~ we ~~reviewed and changed~~updated our reportable segments to ~~divide our EMEA segment into two separate segments, Africa~~rename U.S. property and ~~Europe property.~~Asia property to U.S. & Canada property and Asia-Pacific property, respectively. We ~~now~~continue to report our results in six segments – U.S. & Canada property, ~~Asia~~Asia-Pacific 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 profitservices (see note 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). The change in reportable ~~segments~~segment names was solely reflective of the inclusion of Canada and Australia in our business operations, as a result of the InSite Acquisition, and had no impact on our consolidated financial statements or historical segment financial information for any prior 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~~the business encompassing the above as our property operations, which accounted for 99% of our total revenues for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and includes our U.S. & Canada property, ~~Asia~~Asia-Pacific property, Africa property, Europe property and Latin America property segments.

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

3128

The following table details the number of communications sites, excluding managed sites, that we owned or operated as of ~~September 30, 2020:~~March 31, 2021:


		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.		25,157	15,445	402
Asia:
India (2)		73,499	—	1,070
U.S. & Canada:					U.S. & Canada:
Canada					Canada	211	—	—
United States					United States	27,140	15,430	441
U.S. & Canada total					U.S. & Canada total	27,351	15,430	441
Asia-Pacific: (2)					Asia-Pacific: (2)
India					India	75,258	—	1,018
Asia-Pacific total					Asia-Pacific total	75,258	—	1,018
Africa:	Africa:				Africa:
Burkina Faso	Burkina Faso	707	—	—	Burkina Faso	707	—	—
Ghana	Ghana	3,251	665	28	Ghana	3,323	663	28
Kenya	Kenya	2,157	—	9	Kenya	2,590	—	9
Niger	Niger	721	—	—	Niger	719	—	—
Nigeria	Nigeria	5,573	—	—	Nigeria	6,030	—	—
South Africa (2)		2,740	—	—
South Africa					South Africa	2,837	—	—
Uganda	Uganda	3,339	—	12	Uganda	3,454	—	12
Africa total	Africa total	18,488	665	49	Africa total	19,660	663	49
Europe:	Europe:				Europe:
France	France	2,508	309	8	France	2,776	309	9
Germany	Germany	2,211	—	—	Germany	2,221	—	—
Poland (3)		26	—	—
Poland					Poland	27	—	—
Europe total	Europe total	4,745	309	8	Europe total	5,024	309	9
Latin America:	Latin America:				Latin America:
Argentina (4)		110	—	10
Brazil (4)		16,776	2,255	104
Argentina					Argentina	125	—	10
Brazil					Brazil	16,793	2,167	104
Chile	Chile	2,911	—	22	Chile	3,054	—	23
Colombia (2)		4,993	—	4
Colombia					Colombia	4,986	—	4
Costa Rica	Costa Rica	654	—	2	Costa Rica	669	—	2
Mexico (5)		9,451	186	92
Mexico					Mexico	9,535	186	92
Paraguay	Paraguay	1,426	—	—	Paraguay	1,431	—	—
Peru	Peru	1,897	424	—	Peru	1,943	441	—
Latin America total	Latin America total	38,218	2,865	234	Latin America total	38,536	2,794	235

_______________

(1)Approximately 95% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.

(2)~~In India, South Africa and Colombia,~~We also control land under carrier or other third-party communication sites in Australia, which provides recurring cash flow through tenant leasing arrangements.

On January 13, 2021, we ~~also own fiber.~~

~~(3)In June 2020,~~entered into two agreements with Telxius Telecom, S.A. (“Telxius”), a subsidiary of Telefónica, S.A., pursuant to which we ~~launched operations in Poland through our acquisition of~~expect to acquire approximately 31,000 communications sites ~~from Electronic Control Systems Spółka Akcyjna.~~in Argentina, Brazil, Chile, Germany, Peru and Spain, for approximately 7.7 billion Euros (“EUR”) (approximately $9.4 billion at the time of signing) (the “Pending Telxius Acquisition”) at closing, subject to certain conditions and limited adjustments. As of April 28, 2021, we have received all required government and regulatory approvals in Germany and Spain and expect to close on the majority of the European sites in the second quarter of 2021, with approximately 4,000 sites in Germany expected to close in the third quarter of 2021. The Latin American sites are expected to close either late in the second quarter or in the third quarter of 2021, subject to customary closing conditions, including government and regulatory approval. The impact of the Pending Telxius Acquisition on our 2021 results of operations will be dependent on a number of factors, including the timing of any closings.

~~(4)~~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.

~~(5)In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure.~~

We operate in six reportable segments: U.S. & Canada property, ~~Asia~~Asia-Pacific property, Africa 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 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report).

The ~~2019~~2020 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 ~~2019~~2020 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.”

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 ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 was recurring revenue that we should continue to receive in future periods. Based upon existing tenant leases and foreign currency exchange rates ~~and the tenant leases in place~~ as of ~~September 30, 2020,~~March 31, 2021, we expect to generate over ~~$58~~$60 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting. This includes the additional $17.1 billion in future minimum rental receipts expected under non-cancellable operating lease agreements in connection with our entry into a new master lease agreement with T-Mobile US, Inc. (“T-Mobile” and the agreement, the “T-Mobile MLA”) in September 2020. 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 most of 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 ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, churn was approximately 3% of our tenant billings.

Beginning in late 2017, we experienced an increase in revenue lost from cancellations or non-renewals primarily due to carrier consolidation-driven churn in India, which compressed our gross margin and operating profit, particularly in our ~~Asia~~Asia-Pacific property segment, although this impact was partially offset by lower expenses due to reduced tenancy on existing sites and the decommissioning of certain sites. For the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating ~~profit.~~profit, although overall churn rates in India remained elevated relative to historical levels.

We anticipate that our churn rate in India will moderate over time and result in reduced impacts on our property revenue, gross margin and operating profit. In the immediate term, we ~~expect~~believe that our churn rate may remain elevated as our tenants in India evaluate ~~the recent court~~how to best comply with rulings by the Indian Supreme Court and determine their obligations under payment plans for the adjusted gross revenue (“AGR”) fees and charges prescribed by such court, as set forth in Item 1A of the ~~2019~~2020 Form 10-K, ~~as updated in Part II, Item 1A of the Q1 2020 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” andcaption “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 ~~2019~~2020 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

Additionally, we expect that our churn rate in our U.S. & Canada property segment will be elevated for a period of several years due to contractual lease cancellations and non-renewals by T-Mobile, including legacy Sprint Corporation leases, pursuant to the terms of ~~the~~our master lease agreement with T-Mobile ~~MLA.~~US, Inc. (the “T-Mobile MLA”) entered into in September 2020.

As further set forth under the caption “Risk Factors” in Part I, Item 1A of the ~~2019~~2020 Form 10-K, ~~as updated in Part II, Item 1A of~~ the ~~Q1 2020 Quarterly Report, the recent~~ongoing 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 surrounding communities. These measures include providing support for our tenants remotely, requiring continued work-from-home arrangements and restricting 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.

AsIn 2020, as 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~~operate, although we do not expect significant impacts from ~~changes~~exchange rate fluctuations in foreign currency exchange rates on our consolidated revenue and operating profit in the current period, as compared to the three months ended September 30, 2019, was approximately $89 million and $50 million, respectively, and as compared to the nine months ended September 30, 2019, was approximately $251 million and $138 million, respectively.2021. If exchange rates ~~continue at their current levels,~~become significantly more unfavorable, the impact to our revenue and other future operating results 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 severity and duration of the COVID-19 pandemic, the degree of success of actions taken to contain or treat COVID-19, including the availability and effectiveness of vaccines and treatments, and the reactions by consumers, companies, governmental entities and capital markets to such actions.

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.

3532

Results of Operations

Three ~~and Nine~~ Months Ended ~~September 30, 2020~~March 31, 2021 and ~~2019~~2020

(in millions, except percentages)

Revenue


		Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)			Three Months Ended March 31,				Percent Increase (Decrease)
		2020		2019				2020			2019					2021		2020
Property	Property																Property
U.S.		$	1,122.3	$	1,095.9	2	%		$	3,299.7		$	3,089.4	7	%
Asia		305.2		312.5		(2)			863.1			922.5		(6)
U.S. & Canada																U.S. & Canada	$	1,231.3	$	1,089.9		13	%
Asia-Pacific																Asia-Pacific	281.4		286.6		(2)
Africa	Africa	220.0		148.2		48			651.5			433.6		50		Africa	235.7		225.5		5
Europe	Europe	38.7		33.3		16			107.9			100.4		7		Europe	44.6		34.5		29
Latin America	Latin America	301.4		331.7		(9)			931.8			1,010.6		(8)		Latin America	336.7		336.7		0
Total property	Total property	1,987.6		1,921.6		3			5,854.0			5,556.5		5		Total property	2,129.7		1,973.2		8
Services	Services	25.3		32.0		(21)			65.0			100.1		(35)		Services	28.8		19.9		45
Total revenues	Total revenues	$	2,012.9	$	1,953.6	3	%		$	5,919.0		$	5,656.6	5	%	Total revenues	$	2,158.5	$	1,993.1	8	%

Three Months Ended ~~September 30, 2020~~March 31, 2021

U.S. & Canada property segment revenue growth of ~~$26.4~~$141.4 million was attributable to:

• Tenant billings growth of ~~$44.1~~$78.5 million, which was driven by:

• $~~28.1 million due to leasing additional space on our sites (“colocations”) and amendments;~~

• ~~$16.5 million from contractual escalations, net of churn; and~~

• ~~$2.7~~42.6 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”), primarily related to the InSite Acquisition;

• $27.9 million due to leasing additional space on our sites (“colocations”) and amendments; and

• $10.2 million from contractual escalations, net of churn (as discussed above, we expect that our churn rate will be elevated for a period of several years due to the terms of the T-Mobile MLA);

•Partially offset by a decrease of ~~$3.2~~$2.2 million from other tenant billings; and

• ~~Partially offset by a decrease~~An increase of ~~$17.7~~$62.9 million in other revenue, which includes a ~~$19.3~~$61.3 million ~~decrease~~increase due to straight-line accounting, primarily due to the ~~prior period impact of our master lease agreement entered into with AT&T Inc. in August 2019 (the “AT&T MLA”), partially offset by the~~ impact of the T-Mobile ~~MLA~~MLA.

Segment revenue growth was not meaningfully impacted by foreign currency translation related to fluctuations in the ~~current period.~~Canadian Dollar. During the three months ended March 31, 2021, the assets acquired pursuant to the InSite Acquisition generated approximately $40.0 million in property revenue.

~~Asia~~Asia-Pacific property segment revenue decrease of ~~$7.3~~$5.2 million was attributable to:

• A decrease of ~~$0.4~~$6.5 million in ~~pass-through~~other revenue;

• Partially offset by an increase of ~~$6.6~~$1.6 million in ~~other~~pass-through revenue ~~primarily due to tenant settlement payments attributable to prior tenant cancellations, partially offset by a decrease in straight-line accounting,~~ and an increase of ~~$3.6~~$3.1 million in tenant billings, which was driven by:

• $~~16.7~~12.9 million due to colocations and amendments; and

• $~~4.3~~5.6 million generated from newly acquired or constructed sites;

• Partially offset by:

▪A decrease of ~~$17.2~~$15.1 million resulting from churn in excess of contractual escalations; and

▪A decrease of ~~$0.2~~$0.3 million from other tenant billings.

~~The segment~~Segment revenue decline included a decrease of ~~$17.1~~$3.4 million attributable to the negative impact of foreign currency translation related to fluctuations in Indian Rupee (“INR”).

Africa property segment revenue growth of ~~$71.8~~$10.2 million was attributable to:

• Tenant billings growth of ~~$60.1~~$18.1 million, which was driven by:

• $~~51.3 million generated from newly acquired or constructed sites, primarily due to the Eaton Towers Acquisition;~~

• ~~$6.4 million due to colocations and amendments; and~~

• ~~$2.4 million from contractual escalations, net of churn.~~

• ~~An increase of $13.9 million in pass-through revenue; and~~

• ~~An increase of $8.7 million in other revenue.~~

Segment revenue growth included a decrease of $10.9 million attributable to the negative impact of foreign currency translation, which included, among others, $4.5 million related to fluctuations South African Rand (“ZAR”), $2.9 million related to fluctuations in Nigerian Naira (“NGN”), and $2.5 million related to fluctuations in Ghanaian Cedi (“GHS”).

~~Europe property segment revenue growth of $5.4 million was attributable to:~~

• ~~Tenant billings growth of $2.1 million, which was driven by:~~

• ~~$1.4 million generated from newly acquired or constructed sites, primarily attributable to our agreements with Orange S.A. (“Orange”); and~~

• ~~$1.1 million due to colocations and amendments;~~

• ~~Partially offset by a decrease of $0.4 million resulting from churn in excess of contractual escalations;~~

• ~~An increase of $1.3 million in other revenue; and~~

• ~~An increase of $0.1 million in pass through revenue.~~

~~Segment revenue growth included an increase of $1.9 million attributable to the positive impact of foreign currency translation related to fluctuations in the Euro (“EUR”).~~

~~Latin America property segment revenue decrease of $30.3 million was attributable to:~~

• ~~A decrease of $4.7 million in other revenue;~~

• ~~Partially offset by an increase of $11.0 million in pass-through revenue and an increase of $26.3 million in tenant billings, which was driven by:~~

• $10.6 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”);

• ~~$8.0~~9.4 million due to colocations and amendments;

• $~~6.7~~6.2 million generated from newly acquired or constructed sites;

• $1.7 million from contractual escalations, net of churn; and

• $~~1.0~~0.8 million from other tenant ~~billings.~~

The segment revenue decline included a decrease of $62.9 million attributable to the negative impact of foreign currency translation, which included, among others, $42.3 million related to fluctuations in Brazilian Real (“BRL”), $15.2 million related to fluctuations in Mexican Peso (“MXN”) and $2.6 million related to fluctuations in Colombian Peso (“COP”).

~~The decrease in services segment revenue of $6.7 million was primarily attributable to a decrease in site application, zoning and permitting services.~~

~~Nine Months Ended September 30, 2020~~

~~U.S. property segment revenue growth of $210.3 million was attributable to:~~

• ~~Tenant billings growth of $151.2 million, which was driven by:~~

• ~~$107.7 million due to colocations and amendments;~~

• ~~$41.5 million from contractual escalations, net of churn; and~~

• ~~$11.0 million generated from newly acquired or constructed sites;~~billings;

• Partially offset ~~by a decrease of $9.0 million from other tenant billings; and~~

• An increase of $59.1 million in other revenue, primarily due to an $82.4 million increase due to straight-line accounting as a result of the T-Mobile MLA and the full year to date impact of the AT&T MLA and an increase in termination fees, partially offset by decreases in back-billing and site inspection fees and an increase in revenue reserves.

~~Asia property segment revenue decrease of~~ ~~$59.4 million~~ ~~was attributable to:~~by:

• A decrease of ~~$14.5~~$4.1 million in other revenue, primarily due to a decrease in tenant settlement payments received attributable to prior tenant cancellations; and

• ~~A decrease of $11.3 million in pass-through revenue;~~

• ~~Partially offset by an increase of $14.1 million in tenant billings, which was driven by:~~

• ~~$55.1 million due to colocations and amendments; and~~

• ~~$15.2 million generated from newly acquired or constructed sites;~~

• ~~Partially offset by:~~

▪~~A decrease of $55.6 million resulting from churn in excess of contractual escalations; and~~

▪~~A decrease of $0.6 million from other tenant billings.~~

~~The segment revenue decline included a decrease of $47.7 million attributable to the negative impact of foreign currency translation related to fluctuations in INR.~~

3733

~~Africa~~• A decrease of $0.2 million in pass-through revenue.

Segment revenue growth included a decrease of $3.6 million attributable to the impact of foreign currency translation, which included, among others, negative impacts of $2.5 million related to fluctuations in Nigerian Naira, $2.1 million related to fluctuations in Kenyan Schilling and $1.8 million related to fluctuations in Ghanaian Cedi, partially offset by positive impacts related to fluctuations in the currencies of our other African markets.

Europe property segment revenue growth of ~~$217.9~~$10.1 million was attributable to:

• Tenant billings growth of ~~$182.3~~$3.3 million, which was driven by:

• $~~153.7 million generated from newly acquired or constructed sites, primarily due to the Eaton Towers Acquisition;~~

• ~~$17.2 million due to colocations and amendments;~~

• ~~$10.5 million from contractual escalations, net of churn; and~~

• ~~$0.9 million from other tenant billings;~~

• ~~An increase of $50.5 million in pass-through revenue; and~~

• ~~An increase of $16.9 million in other revenue.~~

Segment revenue growth included a decrease of $31.8 million attributable to the negative impact of foreign currency translation, which included, among others, $14.2 million related to fluctuations in ZAR, $9.5 million related to fluctuations in GHS and $5.3 million related to fluctuations in NGN.

~~Europe property segment revenue growth of $7.5 million was attributable to:~~

• ~~Tenant billings growth of $3.9 million, which was driven by:~~

• ~~$2.9 million due to colocations and amendments;~~

• ~~$2.0~~2.3 million generated from newly acquired or constructed sites, primarily attributable to our agreements with ~~Orange;~~Orange S.A.;

• $1.3 million due to colocations and amendments; and

• $0.1 million from other tenant billings;

• Partially offset by a decrease of ~~$1.1~~$0.4 million resulting from churn in excess of contractual escalations;

• ~~An increase of $3.4 million in other revenue;~~ and

• An increase of ~~$0.2~~$2.9 million in ~~pass-through~~other revenue.

Segment revenue growth ~~was not meaningfully impacted by~~included an increase of $3.9 million attributable to the positive impact of foreign currency translation related to fluctuations in EUR.

Latin America property segment ~~decrease of $78.8 million~~revenue remained consistent as compared to the prior-year period, which was attributable to:

• ~~A decrease of $21.5 million in other revenue, primarily due to the nonrecurrence of an $11.6 million tenant settlement payment from Mexico in the prior year period;~~

• ~~Partially offset by an~~An increase of ~~$32.5 million in pass-through revenue and an increase of $81.6~~$21.2 million in tenant billings, which was driven by:

• $~~33.0~~8.5 million ~~generated~~ from ~~newly acquired or constructed sites, primarily due to the Entel Acquisition;~~contractual escalations, net of churn;

• $~~27.5~~8.3 million due to colocations and amendments;

• $~~18.2~~3.2 million generated from ~~contractual escalations, net of churn;~~newly acquired or constructed sites; and

• $~~2.9~~1.2 million from other tenant ~~billings.~~billings;

• An increase of $8.0 million in pass-through revenue; and

~~The segment~~• An increase of $4.3 million in other revenue.

Segment revenue ~~decline~~ included a decrease of ~~$171.4~~$33.5 million attributable to the negative impact of foreign currency translation, which included, among others, ~~$109.7~~$30.6 million related to fluctuations in ~~BRL, $41.2~~Brazilian Real and $3.5 million related to fluctuations in ~~MXN, $10.0 million related to fluctuations in COP and $8.2 million related to fluctuations in Chilean~~Mexican Peso.

The ~~decrease~~increase in services segment revenue of ~~$35.1~~$8.9 million was primarily attributable to ~~a decrease~~an increase in site application, zoning and permitting services.

Gross Margin


		Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)			Three Months Ended March 31,				Percent Increase (Decrease)
		2020		2019				2020			2019					2021		2020
Property	Property																Property
U.S.		$	915.0	$	888.4	3	%		$	2,700.0		$	2,494.0	8	%
Asia		138.1		134.6		3			373.4			378.3		(1)
U.S. & Canada																U.S. & Canada	$	1,033.4	$	899.9		15	%
Asia-Pacific																Asia-Pacific	105.9		122.6		(14)
Africa	Africa	145.9		96.5		51			430.0			275.0		56		Africa	154.8		147.8		5
Europe	Europe	31.0		26.4		17			86.8			80.1		8		Europe	36.8		27.9		32
Latin America	Latin America	205.9		228.1		(10)			638.7			700.1		(9)		Latin America	235.5		231.5		2
Total property	Total property	1,435.9		1,374.0		5			4,228.9			3,927.5		8		Total property	1,566.4		1,429.7		10
Services	Services	15.1		20.3		(26)	%		37.8			64.6		(41)	%	Services	17.8		12.3		45	%

Three Months Ended ~~September 30, 2020~~March 31, 2021

•The increase in U.S. & Canada property segment gross margin was primarily attributable to the increase in revenue described above, ~~and a decrease~~partially offset by an increase in direct expenses of ~~$0.2~~$7.9 million.

•The ~~increase~~decrease in ~~Asia~~Asia-Pacific property segment gross margin was primarily attributable to ~~a decrease~~an increase in direct expenses of ~~$1.3~~$13.6 million, primarily due to a combination of (i) ~~lower land rent costs, partially due to site decommissioning, (ii) a decrease in property taxes and (iii) lower security and monitoring costs, partially offset by (i)~~ an increase in costs associated with ~~pass-through~~pass-

through revenue, including fuel costs, and (ii) an increase in property taxes, and the decrease in revenue described above. Direct expenses also benefited by ~~$9.5~~$2.1 million from the impact of foreign currency translation.

•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 ~~$26.6 million, primarily due to the Eaton Towers Acquisition.~~$5.3 million. Direct expenses also benefited by ~~$4.2~~$2.1 million from the impact of foreign currency translation.

•The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of ~~$0.3~~$0.6 million. Direct expenses were also negatively impacted by ~~$0.5~~$0.6 million from the impact of foreign currency translation.

•The ~~decrease~~increase in Latin America property segment gross margin was primarily attributable to a $10.0 million benefit to direct expenses attributable to the ~~decrease in revenue described above and~~impact of foreign currency translation, partially offset by an increase in direct expenses of ~~$11.9 million, primarily due to the Entel Acquisition. Direct expenses also benefited by $20.0 million from the impact of foreign currency translation.~~$6.0 million.

•The ~~decrease~~increase in services segment gross margin was primarily due ~~to the decrease in revenue described above, partially offset by a decrease in direct expenses of $1.5 million.~~

~~Nine Months Ended September 30, 2020~~

•~~The increase in U.S. property segment gross margin was primarily attributable~~ to the increase in revenue described above, partially offset by an increase in direct expenses of ~~$4.3 million.~~

•The decrease in Asia property segment gross margin was primarily attributable to the decrease in revenue described above, partially offset by a decrease in direct expenses of $27.1 million, primarily due to a combination of (i) lower land rent costs, partially due to site decommissioning, (ii) lower security and monitoring costs and (iii) lower costs associated with pass-through revenue, including fuel costs. Direct expenses also benefited by $27.4 million from the impact of foreign currency translation.

•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 $75.1 million, primarily due to the Eaton Towers Acquisition. Direct expenses also benefited by $12.2 million from the impact of foreign currency translation.

•The increase in Europe property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $0.7 million. Direct expenses were also negatively impacted by $0.1 million from the impact of foreign currency translation.

•The decrease in Latin America property segment gross margin was primarily attributable to the decrease in revenue described above and an increase in direct expenses of $37.5 million, primarily due to the Entel Acquisition. Direct expenses also benefited by $54.9 million from the impact of foreign currency translation.

•~~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 $8.3~~$3.4 million.

Selling, General, Administrative and Development Expense (“SG&A”)


		Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)			Three Months Ended March 31,				Percent Increase (Decrease)
		2020		2019				2020			2019					2021		2020
Property	Property																Property
U.S.		$	38.3	$	44.5	(14)	%		$	117.6		$	128.4	(8)	%
Asia		24.1		33.1		(27)			90.2			77.4		17
U.S. & Canada																U.S. & Canada	$	39.3	$	42.0		(6)	%
Asia-Pacific																Asia-Pacific	7.1		32.6		(78)
Africa	Africa	18.5		13.7		35			56.4			40.8		38		Africa	18.9		17.1		11
Europe	Europe	5.3		6.0		(12)			15.6			17.3		(10)		Europe	5.6		5.5		2
Latin America	Latin America	20.9		23.5		(11)			67.8			75.0		(10)		Latin America	23.3		26.6		(12)
Total property	Total property	107.1		120.8		(11)			347.6			338.9		3		Total property	94.2		123.8		(24)
Services	Services	4.2		3.4		24			9.8			8.8		11		Services	4.2		3.5		20
Other	Other	64.7		63.7		2			225.0			203.1		11		Other	84.2		90.5		(7)
Total selling, general, administrative and development expense	Total selling, general, administrative and development expense	$	176.0	$	187.9	(6)	%		$	582.4		$	550.8	6	%	Total selling, general, administrative and development expense	$	182.6	$	217.8	(16)	%

Three Months Ended ~~September 30, 2020~~March 31, 2021

•The decrease in our U.S. & Canada property segment SG&A was primarily driven by decreased personnel costs and lower canceled construction costs as well as lower travel and discretionary spending as a result of the COVID-19 pandemic and stay-at-home orders.

•The decrease in our ~~Asia~~Asia-Pacific property segment SG&A was primarily driven by a decrease in bad debt expense of ~~$4.7 million.~~$24.8 million due to collections from a tenant.

•The increase in our Africa property segment SG&A was primarily driven by increased personnel costs to support our business ~~including due to the Eaton Towers Acquisition~~and an increase in ~~Africa.~~bad debt expense of $1.1 million as a result of receivable reserves with certain tenants.

•~~The decrease in our~~ Europe property segment SG&A was ~~primarily driven by decreased personnel costs and lower travel and discretionary spending~~relatively consistent as ~~a result of~~compared to the ~~COVID-19 pandemic and stay-at-home orders.~~prior-year period.

•The decrease in our Latin America property segment SG&A was primarily driven by (i) decreased personnel costs, (ii) lower travel and discretionary spending as a result of the COVID-19 pandemic and stay-at-home orders and (iii) the benefit of foreign currency translation on SG~~&A, partially offset by increased personnel costs, including to support our fiber business.~~&A.

•The increase in our services segment SG&A was primarily driven by an increase in personnel costs, partially offset by lower travel and discretionary spending as a result of the COVID-19 pandemic and stay-at-home orders.

•The ~~increase~~decrease in other SG&A was primarily attributable to ~~an increase~~a decrease in stock-based compensation expense of ~~$0.5~~$8.8 million, ~~and an increase in corporate SG&A.~~

~~Nine Months Ended September 30, 2020~~

•~~The decrease in our U.S. property segment SG&A was primarily driven by lower travel and discretionary spending as a result of the COVID-19 pandemic and stay-at-home orders.~~

•The increases in our Asia and Africa property segment SG&A were primarily driven by increased personnel costs to support our business, including due to the Eaton Towers Acquisition in Africa, and increases in bad debt expense of $15.7 million and $4.8 million, respectively, as a result of receivable reserves with certain tenants.

•The decrease in our Europe property segment SG&A was primarily driven by decreased personnel costs, lower travel and discretionary spending as a result of the COVID-19 pandemic and stay-at-home orders and a decrease in bad debt expense.

•~~The decrease in our Latin America property segment SG&A was primarily driven by the benefit of foreign currency translation on SG&A,~~ partially offset by ~~increased personnel costs, including to support our fiber business.~~

•~~The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $10.9 million and~~ an increase in corporate SG&A.

Operating Profit


		Three Months Ended September 30,				Percent Increase (Decrease)			Nine Months Ended September 30,					Percent Increase (Decrease)			Three Months Ended March 31,				Percent Increase (Decrease)
		2020		2019				2020			2019					2021		2020
Property	Property																Property
U.S.		$	876.7	$	843.9	4	%		$	2,582.4		$	2,365.6	9	%
Asia		114.0		101.5		12			283.2			300.9		(6)
U.S. & Canada																U.S. & Canada	$	994.1	$	857.9		16	%
Asia-Pacific																Asia-Pacific	98.8		90.0		10
Africa	Africa	127.4		82.8		54			373.6			234.2		60		Africa	135.9		130.7		4
Europe	Europe	25.7		20.4		26			71.2			62.8		13		Europe	31.2		22.4		39
Latin America	Latin America	185.0		204.6		(10)			570.9			625.1		(9)		Latin America	212.2		204.9		4
Total property	Total property	1,328.8		1,253.2		6			3,881.3			3,588.6		8		Total property	1,472.2		1,305.9		13
Services	Services	10.9		16.9		(36)	%		28.0			55.8		(50)	%	Services	13.6		8.8		55	%

•The increases in operating profit for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 for our U.S. & Canada and ~~Europe~~Latin America property segments were primarily attributable to increases in our segment gross margin and decreases in our segment SG&A.

•The increase in operating profit for the three months ended ~~September 30, 2020~~March 31, 2021 for our ~~Asia~~Asia-Pacific 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~~&A, partially offset by the ~~nine months ended September 30, 2020 for our Asia property segment was primarily attributable to a~~ decrease in our segment gross ~~margin and an increase in our segment SG&A.~~margin.

•The increases in operating profit for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 for our Africa and Europe property segments and our services segment were primarily attributable to increases in our segment gross margin, partially offset by increases in our segment SG&A.

•The decreases in operating profit for the three and nine months ended September 30, 2020 for our Latin America property segment were primarily attributable to decreases in our segment gross margin, partially offset by decreases in our segment SG&A.

•The decreases in operating profit for the three and nine months ended September 30, 2020 for our services segment were primarily attributable to decreases in our segment gross margin and increases in our segment SG&A.

Depreciation, Amortization and Accretion

Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
2020 2019 2020 2019
Depreciation, amortization and accretion $ 473.9 $ 442.8 7 % $ 1,401.1 $ 1,328.6 5 %


	Three Months Ended March 31,				Percent Increase (Decrease)
	2021		2020
Depreciation, amortization and accretion	$	522.5	$	472.3	11	%

The ~~increases~~increase in depreciation, amortization and accretion expense for the three ~~and nine~~ months ended ~~September 30, 2020 were~~March 31, 2021 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, ~~including due to the Eaton Towers Acquisition and the Entel Acquisition,~~ which resulted in increases in property and equipment and intangible assets subject to amortization, partially offset by foreign currency exchange rate fluctuations.

Other Operating Expenses

Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
2020 2019 2020 2019
Other operating expenses $ 15.3 $ 34.7 (56) % $ 67.7 $ 83.5 (19) %


	Three Months Ended March 31,				Percent Increase (Decrease)
	2021		2020
Other operating expenses	$	50.4	$	14.2	255	%

The ~~decreases~~increase in other operating expenses during the three ~~and nine~~ months ended ~~September 30, 2020 were~~March 31, 2021 was primarily attributable to decreases in impairment charges and losses on sales or disposals of assets of $21.7 million and $20.9 million, respectively. The decrease in other operating expenses during the nine months ended September 30, 2020 was also attributable to a one-time benefit in Brazil during the period. During the three and nine months ended September 30, 2020, these items were partially offset by increasesan increase in acquisition related costs, including pre-acquisition contingencies and settlements of $33.0 million, primarily ~~attributable to~~associated with the ~~Eaton Towers Acquisition, of $4.0 million and $16.3 million, respectively.~~Pending Telxius Acquisition.

Total Other Expense

Three Months Ended September 30, Percent Increase (Decrease) Nine Months Ended September 30, Percent Increase (Decrease)
2020 2019 2020 2019
Total other expense $ 282.9 $ 186.3 52 % $ 811.8 $ 579.6 40 %


	Three Months Ended March 31,				Percent Increase (Decrease)
	2021		2020
Total other expense	$	126.1	$	297.1	(58)	%

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.

The ~~increase~~decrease in total other expense during the three months ended ~~September 30, 2020~~March 31, 2021 was primarily due to ~~an increase in~~ foreign currency ~~losses~~gains of $48.3 million and an increase in loss on retirement of long-term obligations of $37.2 million attributable to the repayment of our 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) and our 3.450% senior unsecured notes due 2021 (the “3.450% Notes”).

~~The increase in total other expense during the nine months ended September 30, 2020 was due to foreign currency losses of $152.7~~$94.7 million in the current period, as compared to foreign currency ~~gains~~losses of ~~$13.7~~$65.5 million in the prior-year ~~period, and~~period. The decrease also includes a lower loss on retirement of long-term obligations ~~of $71.8 million~~ in the current period, attributable to the repayment of ~~our~~all amounts outstanding under the securitizations assumed in connection with the InSite Acquisition (the “InSite Debt”), as compared to the loss on the retirement of long-term obligations in the prior-year period, attributable to the retirement of the 5.900% senior unsecured notes due 2021 (the “5.900% Notes”), the 3.300% Notes and the 3.450% Notes, as compared to a loss on retirement of long-term obligations of $22.2 million during the nine months ended September 30, 2019, primarily attributable to the repayment of our 5.050% senior unsecured notes due 2020 (the “5.050% Notes”).

2021.

Income Tax Provision


		Three Months Ended September 30,						Percent Increase (Decrease)			Nine Months Ended September 30,								Percent Increase (Decrease)				Three Months Ended March 31,							Percent Increase (Decrease)
		2020			2019				2020				2019							2021				2020
Income tax provision	Income tax provision	$	39.3		$	36.7			7	%			$	71.5			$	100.3			(29)	%	Income tax provision			$	50.3		$		21.1	138	%
Effective tax rate	Effective tax rate	7.8		%	6.8		%				5.1	%			6.9	%				Effective tax rate			7.2		%		4.8	%

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 ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ differs from the federal statutory rate.

The increase in the income tax provision during the three months ended ~~September 30, 2020~~March 31, 2021 was primarily ~~due~~attributable to ~~a change~~an increase in ~~estimates. The income tax provision for~~foreign earnings in the current period and higher benefits related to foreign exchange losses during the three months ended September 30, 2020 includes a net benefit of $5.9 million due to a $25.3 million benefit related to the lapse of the statute of limitations on certain unrecognized tax benefits, which was partially offset by additions to unrecognized tax benefits during the period. The decrease in the income tax provision during the nine months ended September 30, 2020 was primarily attributable to the remeasurement of our net deferred tax liabilities in Kenya as a result of a change in tax rate and also includes a net benefit due to reductions in the amount recorded for unrecognized tax benefits.March 31, 2020.

Net ~~Income/~~Income / Adjusted EBITDA and Net ~~Income/~~Income / Nareit ~~FFO/~~FFO attributable to American Tower Corporation common stockholders / Consolidated AFFO / AFFO attributable to American Tower Corporation common stockholders


		Three Months Ended September 30,				Percent Increase (Decrease)				Nine Months Ended September 30,								Percent Increase (Decrease)					Three Months Ended March 31,						Percent Increase (Decrease)
		2020		2019				2020				2019								2021				2020
Net income	Net income	$	462.9	$	505.3			(8)	%			$	1,329.9			$	1,347.2				(1)	%	Net income		$	652.3		$			418.6	56	%
Income tax provision	Income tax provision	39.3		36.7		7				71.5				100.3				(29)		Income tax provision			50.3			21.1			138
Other expense (income)		64.5		(2.8)		(2,404)				170.8				(19.6)				(971)
Other (income) expense																				Other (income) expense			(95.2)			63.8			(249)
Loss on retirement of long-term obligations	Loss on retirement of long-term obligations	37.2		—		100				71.8				22.2				223		Loss on retirement of long-term obligations			25.7			34.6			(26)
Interest expense	Interest expense	190.9		201.3		(5)				597.4				613.3				(3)		Interest expense			207.0			208.8			(1)
Interest income	Interest income	(9.7)		(12.2)		(20)				(28.2)				(36.3)				(22)		Interest income			(11.4)			(10.1)			13
Other operating expenses	Other operating expenses	15.3		34.7		(56)				67.7				83.5				(19)		Other operating expenses			50.4			14.2			255
Depreciation, amortization and accretion	Depreciation, amortization and accretion	473.9		442.8		7				1,401.1				1,328.6				5		Depreciation, amortization and accretion			522.5			472.3			11
Stock-based compensation expense	Stock-based compensation expense	24.1		23.5		3				99.0				87.9				13		Stock-based compensation expense			38.0			47.7			(20)
Adjusted EBITDA	Adjusted EBITDA	$	1,298.4	$	1,229.3	6	%			$	3,781.0			$	3,527.1			7	%	Adjusted EBITDA			$	1,439.6		$	1,271.0		13	%

4337


		Three Months Ended September 30,				Percent Increase (Decrease)				Nine Months Ended September 30,								Percent Increase (Decrease)					Three Months Ended March 31,						Percent Increase (Decrease)
		2020		2019				2020				2019								2021				2020
Net income	Net income	$	462.9	$	505.3			(8)	%			$	1,329.9			$	1,347.2				(1)	%	Net income		$	652.3		$			418.6	56	%
Real estate related depreciation, amortization and accretion	Real estate related depreciation, amortization and accretion	421.2		394.0		7				1,244.0				1,183.2				5		Real estate related depreciation, amortization and accretion			467.0			419.5			11
Losses from sale or disposal of real estate and real estate related impairment charges (1)	Losses from sale or disposal of real estate and real estate related impairment charges (1)	9.9		32.2		(69)				54.3				75.7				(28)		Losses from sale or disposal of real estate and real estate related impairment charges (1)			6.2			7.5			(17)

Adjustments for unconsolidated affiliates and noncontrolling interests	Adjustments for unconsolidated affiliates and noncontrolling interests	(20.5)		(31.5)		(35)				(73.0)				(107.9)				(32)		Adjustments for unconsolidated affiliates and noncontrolling interests			(20.1)			(26.4)			(24)
Nareit FFO attributable to American Tower Corporation common stockholders	Nareit FFO attributable to American Tower Corporation common stockholders	$	873.5	$	900.0	(3)	%			$	2,555.2			$	2,498.2			2	%	Nareit FFO attributable to American Tower Corporation common stockholders			$	1,105.4		$	819.2		35	%
Straight-line revenue	Straight-line revenue	(68.1)		(88.6)		(23)				(178.9)				(99.6)				80		Straight-line revenue			(119.9)			(56.2)			113
Straight-line expense	Straight-line expense	12.9		11.7		10				37.8				32.9				15		Straight-line expense			15.0			12.7			18
Stock-based compensation expense	Stock-based compensation expense	24.1		23.5		3				99.0				87.9				13		Stock-based compensation expense			38.0			47.7			(20)
Deferred portion of income tax	Deferred portion of income tax	20.9		3.6		481				(14.5)				(10.7)				36		Deferred portion of income tax			44.5			(14.0)			(418)
Non-real estate related depreciation, amortization and accretion	Non-real estate related depreciation, amortization and accretion	52.7		48.8		8				157.1				145.4				8		Non-real estate related depreciation, amortization and accretion			55.5			52.8			5
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges	Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges	7.9		7.8		1				24.4				20.6				18		Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges			8.6			7.9			9
Payment of shareholder loan (2)		—		—		—				(63.3)				(14.2)				346
Other expense (income) (3)		64.5		(2.8)		(2,404)				170.8				(19.6)				(971)
Payment of shareholder loan interest (2)																				Payment of shareholder loan interest (2)			—			(63.3)			(100)
Other (income) expense (3)																				Other (income) expense (3)			(95.2)			63.8			(249)
Loss on retirement of long-term obligations	Loss on retirement of long-term obligations	37.2		—		100				71.8				22.2				223		Loss on retirement of long-term obligations			25.7			34.6			(26)
Other operating expense (4)	Other operating expense (4)	5.4		2.5		116				13.4				7.8				72		Other operating expense (4)			44.2			6.7			560
Capital improvement capital expenditures	Capital improvement capital expenditures	(26.8)		(44.6)		(40)				(85.9)				(109.2)				(21)		Capital improvement capital expenditures			(18.4)			(30.3)			(39)
Corporate capital expenditures	Corporate capital expenditures	(2.6)		(2.1)		24				(7.1)				(7.6)				(7)		Corporate capital expenditures			(0.9)			(1.4)			(36)
Adjustments for unconsolidated affiliates and noncontrolling interests	Adjustments for unconsolidated affiliates and noncontrolling interests	20.5		31.5		(35)				73.0				107.9				(32)		Adjustments for unconsolidated affiliates and noncontrolling interests			20.1			26.4			(24)
Consolidated AFFO	Consolidated AFFO	$	1,022.1	$	891.3	15	%			$	2,852.8			$	2,662.0			7	%	Consolidated AFFO			$	1,122.6		$	906.6		24	%
Adjustments for unconsolidated affiliates and noncontrolling interests (5)	Adjustments for unconsolidated affiliates and noncontrolling interests (5)	(25.2)		(30.3)		(17)	%			(12.7)				(90.1)				(86)	%	Adjustments for unconsolidated affiliates and noncontrolling interests (5)			(22.8)			38.8			(159)	%
AFFO attributable to American Tower Corporation common stockholders	AFFO attributable to American Tower Corporation common stockholders	$	996.9	$	861.0	16	%			$	2,840.1			$	2,571.9			10	%	AFFO attributable to American Tower Corporation common stockholders			$	1,099.8		$	945.4		16	%

_______________

(1)Included in these amounts are impairment charges of ~~$6.0 million, $14.0 million, $41.8~~$0.6 million and ~~$45.1~~$3.7 million, respectively.

(2)For the ~~nine~~three months ended ~~September 30, 2019, relates to the payment of capitalized interest associated with the shareholder loan previously owed to our joint venture partner in Ghana. For the nine months ended September 30,~~March 31, 2020, 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). ~~These~~This long-term deferred interest ~~payments were~~payment was previously expensed but excluded from Consolidated AFFO.

(3)Includes ~~losses (gains)~~gains (losses) on foreign currency exchange rate fluctuations of ~~$49.4 million, $1.1 million, $152.7~~$94.7 million and ($~~13.7) million,~~65.5 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 ~~decrease~~increase in net income for the three months ended ~~September 30, 2020~~March 31, 2021 was primarily due to (i) an increase in our operating profit, (ii) a decrease in other ~~expense, attributable to an increase~~expenses and (iii) a decrease in ~~net foreign currency losses and a~~ loss on retirement of long-term obligations, ~~of $37.2 million, attributable to the repayment of the 3.300% Notes and the 3.450% Notes, and (ii)~~partially offset by (i) an increase in depreciation, amortization and accretion expense, ~~partially offset by an increase in our operating profit and a decrease in other operating expense.~~

~~The decrease in net income for the nine months ended September 30, 2020 was primarily due to (i)~~(ii) an increase in other operating expense, attributable to an increase in net foreign currency losses, and a loss on retirement of long-term obligations of $71.8 million, attributable to the repayment of the 5.900% Notes, the 3.300% Notes and the 3.450% Notes, as compared to a loss on retirement of long-term obligations of $22.2 million during the nine months ended September 30, 2019, primarily attributable to acquisition related costs associated with the ~~repayment of the 5.050% Notes,~~Pending Telxius Acquisition and ~~(ii)~~(iii) an increase ~~in depreciation, amortization and accretion expense, partially offset by an increase in our operating profit and a decrease~~ in the income tax provision.

The increase in Adjusted EBITDA for the three months ended ~~September 30, 2020~~March 31, 2021 was primarily attributable to the increase in our gross margin and the decrease in SG&A, excluding the impact of stock-based compensation expense of ~~$12.4 million.~~

The increase in Adjusted EBITDA for the nine months ended September 30, 2020 was primarily attributable to the increase in our gross margin, partially offset by the increase in SG&A, excluding the impact of stock-based compensation expense of $20.7$26.4 million.

The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the three months ended ~~September 30, 2020~~March 31, 2021 was primarily attributable to (i) the increase in our operating profit, excluding the impact of straight-line accounting, (ii) decreases in cash paid for interest and cash paid for taxes and (iii) a decrease in capital improvement capital expenditures. The growth in Consolidated AFFO also benefited from the non-recurrence of previously deferred interest associated with the shareholder loan recognized during the three months ended March 31, 2020. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by ~~lower adjustments for unconsolidated affiliates and~~changes in noncontrolling interests held in India and Africa ~~which is now fully consolidated.~~

~~The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for~~since the ~~nine months ended September 30, 2020 was primarily attributable to~~beginning of the increase in our operating profit, excluding the impact of straight-line accounting, a decrease in cash paid for taxes and decreases in capital improvement and corporate capital expenditures, which were partially offset by an increase in cash paid for interest, including previously deferred interest associated with the shareholder loans. The growth in AFFO attributable to American Tower Corporation common stockholders was also impacted by lower adjustments for unconsolidated affiliates and noncontrolling interests in Africa, which is now fully consolidated.

prior-year period.

4538

Liquidity and Capital Resources

The information in this section updates as of ~~September 30, 2020~~March 31, 2021 the “Liquidity and Capital Resources” section of the ~~2019~~2020 Form 10-K and should be read in conjunction with that report.

Overview

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, our significant financing transactions included:

•Entry into the 2021 Delayed Draw Term Loans and the Bridge Loan Commitment (each as defined below).

•Registered public offerings in an aggregate amount of $1.4 billion of senior unsecured notes with maturities of 2026 and 2031.

•Increase of our commitments under (i) aour senior unsecured multicurrency revolving credit facility to $4.1 billion (as amended and restated as further described below, the “2021 Multicurrency Credit Facility”) and (ii) our senior unsecured revolving credit facility to $2.9 billion (as amended and restated as further described below, the “2021 Credit Facility”).

•Repayment of all amounts outstanding under our $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”) ~~and (ii) the April 2020 Term Loan (as defined below), which was repaid in full during the three months ended September 30, 2020.~~

•~~Registered public offerings in an aggregate amount of $6.3 billion, including an aggregate amount of 1.4 billion EUR, of senior unsecured notes with maturities ranging from 2025 to 2050.~~

•~~Redemption of the 5.900% Notes, our 2.800% senior unsecured notes due 2020 (the “2.800% Notes”), the 3.300% Notes and the 3.450% Notes for an aggregate amount of $2.7 billion.~~.

•Repayment of ~~$350.0 million aggregate principal amount~~all amounts outstanding under the ~~American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”).~~

•~~Increase of our commitments under our senior unsecured revolving credit facilities by $100.0 million each.~~

•Establishment of an “at the market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM Program”).InSite Debt.

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 ~~September 30, 2020~~March 31, 2021
Available under the ~~2019~~2021 Multicurrency Credit Facility	$	~~3,100.0~~3,830.0
Available under the ~~2019~~2021 Credit Facility	~~1,960.0~~555.0
Letters of credit	(4.6)
Total available under credit facilities, net	$	~~5,055.4~~4,380.4
Cash and cash equivalents	~~1,626.0~~1,913.6
Total liquidity (1)	$	~~6,681.4~~6,294.0

_______________

(1)Excludes an aggregate of approximately $7.3 billion available under the 2021 Delayed Draw Term Loans and the Bridge Loan Commitment for use to finance the Pending Telxius Acquisition.

Subsequent to ~~September 30, 2020,~~March 31, 2021, we made an additional net ~~borrowings~~repayment of ~~$275.0~~$80.0 million under ~~our $2.35 billion senior unsecured revolving credit facility, as amended~~the 2021 Multicurrency Credit Facility and ~~restated in December 2019 (the “2019~~an additional borrowing of $550.0 million under the 2021 Credit ~~Facility”).~~Facility.

Summary cash flow information is set forth below (in millions):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Net cash provided by (used for):	Net cash provided by (used for):					Net cash provided by (used for):
Operating activities	Operating activities	$	2,749.1	$	2,758.9	Operating activities	$	1,092.7	$	800.0
Investing activities	Investing activities	(970.6)		(1,400.8)		Investing activities	(438.7)		(253.4)
Financing activities	Financing activities	(1,519.4)		(1,174.6)		Financing activities	(480.0)		(606.0)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(106.9)		(40.1)		Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(42.1)		(118.3)
Net increase in cash and cash equivalents, and restricted cash	Net increase in cash and cash equivalents, and restricted cash	$	152.2	$	143.4	Net increase in cash and cash equivalents, and restricted cash	$	131.9	$	(177.7)

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

4639

international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.

In ~~April 2019, Tata Teleservices~~February 2021, we entered into an agreement with Macquarie SBI Infrastructure Investments Pte Limited and ~~Tata Sons Limited, two of~~SBI Macquarie Infrastructure Trust, our remaining 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”), to redeem 100% of their combined holdings in ATC TIPL (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). at a price of INR 175 per share, subject to certain adjustments. Accordingly, we expect to pay an amount equivalent to INR ~~24.8~~12.9 billion (approximately ~~$336.3 million at the September 30, 2020 exchange rate)~~$176.5 million) to redeem the ~~put~~ shares in ~~2020,~~2021, subject to regulatory approval. After the completion of the redemption, we will hold a 100% ownership interest in ATC TIPL.

As of ~~September 30, 2020,~~March 31, 2021, we had total outstanding indebtedness of ~~$24.9~~$29.5 billion, with a current portion of ~~$0.8~~$1.3 billion. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, 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 the cash generated by operating activities during the year ending December 31, ~~2020,~~2021, together with our increased borrowing capacity under our credit facilities, the recently executed 2021 Delayed Draw Term Loans and ~~cash on hand,~~Bridge Loan Commitment, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions. There were no material changes to the Material Cash Requirements section of the 2020 Form 10-K.

As of ~~September 30, 2020,~~March 31, 2021, we had ~~$1.4~~$1.5 billion of cash and cash equivalents held by our foreign subsidiaries, of which ~~$486.9~~$611.8 million was held by our joint ventures. While certain subsidiaries may pay us interest or 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 ~~decrease~~increase in cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was primarily attributable to ~~an increase~~a decrease in cash ~~used~~required for working capital, primarily as a result of accounts receivable collections, and ~~deferred rent balances, which was partially offset by~~ an increase in the operating profit of our property segments. ~~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 ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 are highlighted below:

•We spent ~~$333.6~~$114.8 million for acquisitions.

•We spent ~~$697.1~~$334.5 million for capital expenditures, as follows (in millions):


Discretionary capital projects (1)	$	~~256.0~~175.7
Ground lease purchases (2)	~~132.9~~48.8
Capital improvements and corporate expenditures (3)	~~93.0~~19.3
Redevelopment	~~131.4~~41.3
Start-up capital projects	~~83.8~~49.4
Total capital expenditures (4)	$	~~697.1~~334.5

_______________

(1)Includes the construction of ~~2,991~~1,971 communications sites globally.

(2)Includes ~~$26.2~~$9.3 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 ~~$6.5~~$1.6 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 ~~$4.4~~$1.2 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.

4740

We ~~experienced some delays in our 2020 capital spending earlier in the year due to COVID-19, but have reaccelerated our capital spending program in recent months.~~

We expect that our ~~2020~~2021 total capital expenditures will be as follows (in millions):


Discretionary capital projects (1)	Discretionary capital projects (1)	$	415	to	$	455	Discretionary capital projects (1)	$	475	to	$	505
Ground lease purchases	Ground lease purchases	180		to	190		Ground lease purchases	$	245	to	$	265
Capital improvements and corporate expenditures	Capital improvements and corporate expenditures	155		to	175		Capital improvements and corporate expenditures	$	165	to	$	175
Redevelopment	Redevelopment	200		to	210		Redevelopment	$	290	to	$	310
Start-up capital projects	Start-up capital projects	150		to	170		Start-up capital projects	$	200	to	$	220
Total capital expenditures	Total capital expenditures	$	1,100	to	$	1,200	Total capital expenditures	$	1,375	to	$	1,475

_______________

(1)Includes the construction of approximately ~~5,000~~6,000 to ~~6,000~~7,000 communications sites globally.

Cash Flows from Financing Activities

Our significant financing activities were as follows (in millions):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Proceeds from issuance of senior notes, net	Proceeds from issuance of senior notes, net	$	6,232.1	$	3,529.7	Proceeds from issuance of senior notes, net	$	1,398.1	$	1,496.0
Repayments of credit facilities, net		(1,976.0)		(753.0)
Proceeds from credit facilities, net						Proceeds from credit facilities, net	320.0		86.8
Proceeds from term loan	Proceeds from term loan	1,940.0		1,300.0		Proceeds from term loan	—		750.0
Repayments of term loan	Repayments of term loan	(2,190.0)		(1,500.0)		Repayments of term loan	(750.0)		(1,000.0)

Repayments of securitized debt(1)	Repayments of securitized debt(1)	(350.0)		—		Repayments of securitized debt(1)	(763.5)		—
Repayments of senior notes	Repayments of senior notes	(2,650.0)		(1,700.0)		Repayments of senior notes	—		(500.0)
Distributions to noncontrolling interest holders, net	Distributions to noncontrolling interest holders, net	(13.8)		(11.6)		Distributions to noncontrolling interest holders, net	(8.1)		(13.5)
Purchase of redeemable noncontrolling interest ~~(1)~~(2)	Purchase of redeemable noncontrolling interest ~~(1)~~(2)	(524.4)		(425.7)		Purchase of redeemable noncontrolling interest ~~(1)~~(2)	(2.5)		(524.4)
Distributions paid on common stock	Distributions paid on common stock	(1,421.8)		(1,182.2)		Distributions paid on common stock	(544.9)		(454.9)
Purchases of common stock	Purchases of common stock	(56.0)		—		Purchases of common stock	—		(39.7)

___________

(1)As of December 31, 2020, the InSite Debt included $763.5 million aggregate principal amount and a fair value adjustment of $36.5 million. During the ~~nine~~three months ended ~~September 30,~~March 31, 2021, we repaid all amounts outstanding under the InSite Debt.

(2)During the three months ended March 31, 2021, we liquidated our interests in a company held in France for total consideration of 2.2 million EUR (approximately $2.5 million at the date of redemption). 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 nine months ended September 30, 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 5.900% Senior Notes~~—On January 15, 2020, we redeemed all of the $500.0 million aggregate principal amount of 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 redemption was funded with borrowings under the 2019 Credit Facility and cash on hand. Upon completion of the redemption, none of the 5.900% Notes remained outstanding.

~~Repayment of 2.800% Senior Notes~~—On May 11, 2020, we redeemed all of the $750.0 million aggregate principal amount of the 2.800% Notes at a price equal to the principal amount, together with accrued interest up to, but excluding May 11, 2020, for an aggregate redemption price of approximately $759.3 million, including $9.3 million in accrued interest. The redemption was funded with borrowings under the 2019 Credit Facility and cash on hand. Upon completion of the redemption, none of the 2.800% Notes remained outstanding.

~~Repayment of 3.450% Senior Notes and 3.300% Senior Notes~~—On July 6, 2020, we redeemed all of the $650.0 million aggregate principal amount of the 3.450% Notes at a price equal to 103.5980% of the principal amount of the 3.450% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $680.3 million, including $6.9 million in accrued and unpaid interest. Also on July 6, 2020, we redeemed all of the $750.0 million aggregate principal amount of the 3.300% Notes at a price equal to 101.5090% of the principal amount of the 3.300% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $771.0 million, including $9.7 million in accrued and unpaid interest.

We recorded a loss on retirement of long-term obligations of approximately $37.2 million, which includes prepayment consideration of $34.7 million and the associated unamortized discount and deferred financing costs. The redemptions were funded with borrowings under the 2019 Credit Facility and cash on hand. Upon completion of these redemptions, none of the 3.450% Notes or the 3.300% Notes remained outstanding.

Offerings of Senior Notes

~~2.400%~~1.600% Senior Notes and ~~2.900%~~2.700% Senior Notes Offering—On ~~January 10, 2020,~~March 29, 2021, we completed a registered public offering of ~~$750.0~~$700.0 million aggregate principal amount of ~~2.400%~~1.600% senior unsecured notes due ~~2025~~2026 (the ~~“2.400%~~“1.600% Notes”) and ~~$750.0~~$700.0 million aggregate principal amount of ~~2.900%~~2.700% senior unsecured notes due ~~2030~~2031 (the ~~“2.900%~~“2.700% Notes” and, together with the 1.600% Notes, the “Notes”). The net proceeds from this offering were approximately $~~1,483.4~~1,386.3 million, after deducting commissions and estimated expenses. We used all of the net proceeds to repay existing indebtedness under the ~~2019~~2021 Multicurrency Credit Facility.

~~1.300% Senior Notes, 2.100% Senior Notes, and 3.100% Senior Notes Offering—On June 3, 2020, we completed a registered public offering of $500.0 million aggregate principal amount of 1.300%~~senior unsecured notes due 2025 (the “1.300% Notes”), $750.0 million aggregate principal amount of 2.100% senior unsecured notes due 2030 (the “2.100% Notes”) and $750.0 million aggregate principal amount of 3.100% senior unsecured notes due 2050 (the “Initial 3.100% Notes”). The net proceeds from this offering were approximately $1,968.2 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and for general corporate purposes.

~~0.500% Senior Notes and 1.000% Senior Notes Offering—~~On September 10, 2020, we completed a registered public offering of 750.0 million EUR ($886.1 million at the date of issuance) aggregate principal amount of 0.500% senior unsecured notes due 2028 (the “0.500% Notes”) and 650.0 million EUR ($768.0 million at the date of issuance) aggregate principal amount of 1.000% senior unsecured notes due 2032 (the “1.000% Notes”). The net proceeds from this offering were approximately 1,385.2 million EUR ($1,636.6 million at the date of issuance), after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under our $3.1 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”), and the April 2020 Term Loan (as defined below), and for general corporate purposes.

~~1.875% Senior Notes and 3.100% Senior Notes Offering—~~On September 28, 2020, we completed a registered public offering of $300.0 million aggregate principal amount through a reopening of the Initial 3.100% Notes (the “Reopened 3.100% Notes” and, collectively with the Initial 3.100% Notes, the “3.100% Notes”) and $800.0 million aggregate principal amount of 1.875%senior unsecured notes due 2030 (the “1.875% Notes” and, collectively with the 2.400% Notes, the 2.900% Notes, the 1.300% Notes, the 2.100% Notes, the 3.100% Notes, the 0.500% Notes and the 1.000% Notes, the “Notes”).The net proceeds from this offering were approximately $1,092.1 million, after deducting commissions and estimated expenses. We used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and the April 2020 Term Loan (as defined below).

The key terms of the Notes are as follows:

Senior Notes

Aggregate Principal Amount (in millions)

Issue Date and Interest Accrual Date

Maturity Date

Contractual Interest Rate

First Interest Payment

Interest Payments Due (1)

Par Call Date (2)

1.600% Notes

700.0

March 29, 2021

April 15, 2026

1.600

October 15, 2021

April 15 and October 15

March 15, 2026

2.700% Notes

700.0

March 29, 2021

April 15, 2031

2.700

October 15, 2021

April 15 and October 15

January 15, 2031

___________

(2)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 Notes on or after the par call date, we will not be required to pay a make-whole premium.

~~(3)The Initial 3.100% Notes were issued on June 3, 2020. The Reopened 3.100% Notes were issued on September 28, 2020.~~

~~(4)The 0.500% Notes and the 1.000% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date.~~

If we undergo a change of control and corresponding ratings decline, each as defined in the ~~applicable~~ supplemental indenture for the Notes, we 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 (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 ~~indentures contain~~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 applicable supplemental indenture.

~~Securitizations~~

Repayment of ~~Series 2015-1 Notes—~~InSite Debt—The InSite Debt included securitizations entered into by certain InSite subsidiaries. The InSite Debt was recorded at fair value upon acquisition. On ~~the June 2020 payment date,~~January 15, 2021, we repaid the entire ~~$350.0 million aggregate principal~~ amount outstanding under the ~~Series 2015-1 Notes pursuant~~InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest. We recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the ~~terms~~unamortized fair value adjustment recorded upon acquisition. The repayment of the ~~agreements governing such securities. The repayment~~InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, and cash on hand. As

Bank Facilities

Amendments to Bank Facilities—On February 10, 2021, we amended and restated the 2021 Multicurrency Credit Facility and the 2021 Credit Facility and entered into an amendment agreement with respect to our $1.0 billion unsecured term loan, as amended and restated in December 2019 (as amended, the “2019 Term Loan”).

These amendments, among other things,

i.extend the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively,

ii.increase the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively, of ~~September 30, 2020, none~~which 1.3 billion EUR borrowed under the 2021 Multicurrency Credit Facility is to be reserved to finance the Pending Telxius Acquisition,

iii.increase the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the ~~Series 2015-1 Notes remained outstanding.~~2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively,

v.amend the limitation of the our permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if we consummate a Qualified Acquisition (as defined in each of the loan agreements for the facilities)),

vi.amend the limitation on indebtedness of, and guaranteed by, our subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of us and our subsidiaries on a consolidated basis and

vii.increase the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million.

5042

~~Bank Facilities~~

~~2019~~2021 Multicurrency Credit Facility—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we borrowed an aggregate of ~~910.0 million EUR ($1.0~~$1.8 billion ~~as of the borrowing dates)~~ and repaid an aggregate of ~~$1.8~~$1.6 billion ~~including 910.0 million EUR ($1.1 billion as of the repayment dates),~~ of revolving indebtedness under the ~~2019~~2021 Multicurrency Credit Facility. We used the borrowings to repay existing indebtedness, including the InSite Debt and the 2020 Term Loan, 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 ~~2019~~2021 Multicurrency Credit Facility in the ordinary course.

~~2019~~2021 Credit Facility—During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we borrowed an aggregate of ~~$4.4 billion~~$50.0 million and ~~repaid an aggregate of $5.6 billion~~made no repayments of revolving indebtedness under the ~~2019~~2021 Credit Facility. We used the borrowings ~~to repay existing indebtedness, to purchase redeemable noncontrolling interests and~~ for general corporate purposes. We currently have $0.8 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the ~~2019~~2021 Credit Facility in the ordinary course.

~~2020 Term Loan—On February 13, 2020, we entered into~~Repayment of the 2020 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 our $1.3 billion unsecured term loan entered into on February 14, 2019. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.

~~April~~ 2020 Term Loan—On ~~April 3, 2020, we entered into a $1.14 billion unsecured term loan due April 2,~~February 5, 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. During the three months ended September 30, 2020, we repaid all amounts outstanding under the ~~April~~ 2020 Term Loan with ~~proceeds~~borrowings from the ~~issuances~~2021 Multicurrency Credit Facility and cash on hand.

2021 Delayed Draw Term Loans—On February 10, 2021, we entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is 364 days from the date of the ~~0.500% Notes,~~first draw thereunder and bears interest at a rate based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.000% above the ~~1.000% Notes,~~Euro Interbank Offered Rate (“EURIBOR”) (the “2021 364-Day Delayed Draw Term Loan”) and (ii) an 825.0 million EUR (approximately $1.0 billion at the ~~1.875% Notes~~date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder and that bears interest at a rate based on our senior unsecured debt rating, which, based on our current debt ratings, is 1.125% above EURIBOR (the “2021 Three Year Delayed Draw Term Loan,” and, together with the 2021 364-Day Delayed Draw Term Loan, the “2021 Delayed Draw Term Loans”).

Bridge Facility—In connection with entering into the Pending Telxius Acquisition, we entered into a commitment letter (the “Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA has, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Pending Telxius Acquisition. Effective February 10, 2021, the Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the ~~Reopened 3.100% Notes.~~2021 Delayed Draw Term Loans, as described above.

The Commitment Letter contains, and the credit agreement in respect of the Bridge Loan Commitment, if any, will contain, certain customary conditions to funding, including, without limitation, (i) the execution and delivery of definitive financing agreements for the Bridge Loan Commitment and (ii) other customary closing conditions set forth in the Commitment Letter. We will pay certain customary commitment fees and, in the event we make any borrowings in connection with the Bridge Loan Commitment, funding and other fees.

As of ~~September 30, 2020,~~March 31, 2021, the key terms under the ~~2019~~2021 Multicurrency Credit Facility, the ~~2019~~2021 Credit Facility, ~~our $1.0 billion unsecured term loan, as amended and restated in December~~the 2019 ~~(the “2019~~ Term ~~Loan”),~~Loan, the 2021 Delayed Draw Term Loans and the ~~2020 Term~~Bridge Loan Commitment 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
2019 Multicurrency Credit Facility $ — June 28, 2023 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
2019 Credit Facility $ 390.0 January 31, 2025 (3) 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
2019 Term Loan $ 1,000.0 January 31, 2025 0.875% - 1.750% 0.000% - 0.750% 1.125% and 0.125%
2020 Term Loan $ 750.0 February 12, 2021 0.650% 0.000 % 0.650% and 0.000%


Bank Facility		Outstanding Principal Balance ($ in millions)		Maturity Date		LIBOR or EURIBOR borrowing interest rate range (3)	Base rate borrowing interest rate range (3)	Current margin over LIBOR or EURIBOR and the base rate, respectively
2021 Multicurrency Credit Facility	(1)	$	270.0	June 28, 2024	(4)	0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2021 Credit Facility	(1)	$	2,345.0	January 31, 2026	(4)	0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2019 Term Loan	(1)	$	1,000.0	January 31, 2025		0.875% - 1.750%	0.000% - 0.750%	1.125% and 0.125%
2021 364-Day Delayed Draw Term Loan	(2)	—		N/A	(5)	0.750% - 1.500%	0.000% - 0.500%	1.000% and 0.000%
2021 Three Year Delayed Draw Term Loan	(2)	—		N/A	(5)	0.875% - 1.625%	0.000% - 0.625%	1.125% and 0.125%
Bridge Loan Commitment	(2) (6)	—		N/A	(6)	0.875% - 1.750%	N/A	1.125% and N/A

___________

(1)Currently borrowed at the London Interbank Offered Rate (“LIBOR”).

(2)Any amounts borrowed will be borrowed at EURIBOR.

(3)Represents interest rate above LIBOR for LIBOR based borrowings, interest rate above EURIBOR for EURIBOR based borrowings, and the interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.

~~(3)~~(4)Subject to two optional renewal periods.

(5)The maturity dates for the 2021 364-Day Delayed Draw Term Loan and the 2021 Three Year Delayed Draw Term Loan are 364 days and three years, respectively, from the date of the first borrowing under each facility. As of March 31, 2021, no borrowings were made under these facilities, and as such, no maturity dates have been set. Our ability to borrow thereunder is subject to the occurrence of certain conditions related to the Pending Telxius Acquisition, as set forth in the agreements for the 2021 Delayed Draw Term Loans.

(6)The Bridge Loan Commitment includes subfacilities relating to the various tranches of closings under the Pending Telxius Acquisition. The maturity dates of the subfacilities are 364 days from the first closing date pursuant to such tranche. Each subfacility is subject to a duration fee that applies to the outstanding principal balance beginning 90 days after the related acquisition closing date. As of March 31, 2021, there have been no closings related to the Pending Telxius Acquisition, and as such, no maturity dates have been set and no duration fees apply.

We must pay a quarterly commitment fee on the undrawn portion of each of the ~~2019~~2021 Multicurrency Credit Facility and the ~~2019~~2021 Credit Facility. The commitment fee for the ~~2019~~2021 Multicurrency Credit Facility and the ~~2019~~2021 Credit Facility ranges from 0.080% to 0.300% per annum, based upon our debt ratings, and is currently 0.110%.

The ~~2019~~2021 Multicurrency Credit Facility, the ~~2019~~2021 Credit Facility, the 2019 Term Loan and the ~~2020~~2021 Delayed Draw Term ~~Loan~~Loans 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 or EURIBOR as the applicable base rate for borrowings under these bank facilities.

The loan agreements for each of the ~~2019~~2021 Multicurrency Credit Facility, the ~~2019~~2021 Credit Facility, the 2019 Term Loan and the ~~2020~~2021 Delayed Draw Term ~~Loan~~Loans 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.

India Credit Facility

—During the three months ended March 31, 2021, we entered into a working capital facility in India with a borrowing capacity of INR 1.0 billion (approximately $13.7 million). The working capital facility is subject to annual renewal and bears interest at a rate equal to the one-month India Treasury Bill rate at the time of borrowing plus a spread. As of March 31, 2021, we have not borrowed under this facility.

Stock Repurchase 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”~~Buyback,” and, together with the 2011 Buyback, the “Buyback Programs”).

During the ~~nine~~three months ended ~~September 30, 2020, we repurchased 264,086 shares of our common stock under the 2011 Buyback for an aggregate of $56.0 million. During the nine months ended September 30, 2020,~~March 31, 2021, there were no repurchases under either of the ~~2017 Buyback.~~Buyback Programs.

We expect to continue managing 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. Repurchases under the Buyback Programs are subject to, among other things, us having available cash to fund the repurchases.

Sales of Equity Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan (the “ESPP”) and upon exercise of stock options granted under our equity incentive plan. ~~For~~During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we received an aggregate of ~~$82.5~~$1.9 million in proceeds upon exercises of stock ~~options and sales pursuant to the ESPP.~~options.

2020 “At the Market” Stock Offering Program—In August 2020, we established an “at the ~~2020~~market” stock offering program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $1.0 billion (the “2020 ATM ~~Program.~~Program”). Sales under the 2020 ATM Program may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. We intend to use the net proceeds offrom any issuances under the 2020 ATM Program for general corporate purposes, which may include, among other things, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness. As of ~~September 30, 2020,~~March 31, 2021, we have not sold any shares of common stock under the 2020 ATM Program.

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 ~~$8.9~~$10.0 billion to our common stockholders, including the dividend paid in ~~October 2020,~~April 2021, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending before 2026.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we paid ~~$3.19~~$1.21 per share, or ~~$1.4 billion,~~$537.6 million, to common stockholders of record. In addition, we declared a distribution of ~~$1.14~~$1.24 per share, or ~~$506.4~~$551.5 million, paid on ~~October 16, 2020~~April 29, 2021 to our common stockholders of record at the close of business on ~~September 28, 2020.~~April 13, 2021.

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 ~~September 30, 2020,~~March 31, 2021, the amount accrued for distributions payable related to unvested restricted stock units was ~~$10.9~~$7.6 million. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we paid ~~$7.8~~$7.3 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 ~~2019~~2020 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—The loan agreements for the ~~2019~~2021 Multicurrency Credit Facility, the ~~2019~~2021 Credit Facility, the 2019 Term Loan and the ~~2020~~2021 Delayed Draw Term ~~Loan~~Loans 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. As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with each of these covenants.

Compliance Tests For The 12 Months Ended
~~September 30, 2020~~March 31, 2021
($ 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

~ ~~$5.8~~$3.5

~ ~~$1.0~~$0.6

Consolidated Senior Secured Leverage Ratio

Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00

~ ~~$12.8~~$13.9 (4)

~ ~~$4.3~~$4.6

_______________

(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.

Under the terms of the agreements for the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan and the 2021 Delayed Draw Term Loans, the Pending Telxius Acquisition is designated as a Qualified Acquisition, whereby our Total Debt to Adjusted EBITDA ratio is adjusted to not exceed 7.50 to 1.00 for four fiscal quarters following consummation of the Pending Telxius Acquisition. 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 also 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—The indenture and related supplemental indenture governing the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 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)~~agreements).

Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the Series 2015-2 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 ~~September 30, 2020, $89.1~~March 31, 2021, $57.6 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 Series 2015-2 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.

Issuer or Borrower

Notes/Securities Issued

Conditions Limiting Distributions of Excess Cash

Excess Cash Distributed During the Nine Months Ended September 30, 2020

DSCR
as of September 30, 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)

Issuer or Borrower

Notes/Securities Issued

Conditions Limiting Distributions of Excess Cash

Excess Cash Distributed During the Three Months Ended March, 31, 2021

DSCR
as of March 31, 2021

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 DSCR

Amortization Period

Cash Trap DSCR

Amortization Period

(in millions)

2015 Securitization ~~(2)~~

GTP Acquisition Partners

American Tower Secured Revenue Notes, Series 2015-1 and Series 2015-2

1.30x, Tested Quarterly (3)

(4)(5)

$186.5

14.02x

$234.1

$236.8

2015 Securitization ~~(2)~~

GTP Acquisition Partners

American Tower Secured Revenue Notes, Series 2015-2

1.30x, Tested Quarterly (2)

(3)(4)

$74.0

16.70x

$283.4

$286.2

Trust Securitizations

AMT 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 (3)

(4)(6)

$328.6

10.94x

$576.3

$585.2

Trust Securitizations

AMT 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)

$107.6

10.85x

$570.9

$579.8

_______________

(1)Based on the net cash flow of the applicable issuer or borrower as of ~~September 30, 2020~~March 31, 2021 and the expenses payable over the next 12 months on the ~~2015~~Series 2015-2 Notes or the Loan, as applicable.

(2)~~On the June 2020 payment date, the Series 2015-1 Notes were repaid in full. As of September 30, 2020, none of the Series 2015-1 Notes remained outstanding.~~

~~(3)~~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.

~~(4)~~(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.

~~(5)~~(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.

~~(6)~~(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 Series 2015-2 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 the Series 2015-2 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 Series 2015-2 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 the Series 2015-2 Notes, declare the Series 2015-2 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 the Series 2015-2 Notes or the Loan, the applicable trustee may seek to foreclose upon or otherwise convert the ownership of all or any portion of the ~~3,538~~3,537 communications sites that secure the Series 2015-2 Notes or the ~~5,114~~5,113 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 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~~2020 Form 10-K, ~~as updated in Part II, Item 1A of the Q1 2020 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 ~~2019~~2020 Form 10-K, ~~as updated in Part II, Item 1A of the Q1 2020 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 89 to our consolidated financial statements included in the ~~2019~~2020 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 ~~2019~~2020 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 ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. We have made no material changes to the critical accounting policies described in the ~~2019~~2020 Form 10-K.

In October 2019, the Indian Supreme Court issued a ruling regarding the definition of AGR and associated fees and charges, which was reaffirmed in March 2020, that may have a material financial impact on certain of our tenants which could affect their ability to perform their obligations under agreements with us. In September 2020, the Indian Supreme Court defined the expected timeline of ten years for payments owed under the ruling. 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 on previously recorded tangible and intangible assets, including amounts originally recorded as tenant-related intangibles. The carrying value of tenant-related intangibles in India was ~~$1,038.5 million~~$1.0 billion as of ~~September 30, 2020,~~March 31, 2021, which represents ~~12%~~10% of our consolidated balance of ~~$8,440.2 million.~~$9.8 billion. Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and network location intangibles. The carrying values of our tower portfolio and network location intangibles in India were ~~$991.0 million~~$1.0 billion and ~~$432.5~~$403.4 million, respectively, as of ~~September 30, 2020,~~March 31, 2021, which represent 13% and ~~14%~~11% of our consolidated balances of ~~$7,482.4 million~~$7.9 billion and ~~$2,991.7 million,~~$3.6 billion, respectively.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, 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 10%. 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, 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, 2019 and determined that a (i) less than 1% reduction of projected revenues, (ii) 42 basis point increase in the weighted-average cost of capital or (iii) 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 nine months ended September 30, 2020. Events that could negatively affect our India reporting unit’s financial results include increased tenant attrition exceeding our 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 2019 Form 10-K, as updated in Part II, Item 1A of the Q1 2020 Quarterly Report.

~~The carrying value of goodwill in the India reporting unit was $988.7 million as of September 30, 2020, which represents 17% of our consolidated balance of $5.8 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.

5648


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of ~~September 30, 2020,~~March 31, 2021, 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 ~~$9.7~~$4.0 million, has an interest rate of 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 ~~September 30, 2020~~March 31, 2021 consisted of ~~$390.0~~$270.0 million under the ~~2019~~2021 Multicurrency Credit Facility, $1.0 billion under the 2019 Term Loan, ~~$750.0 million~~$2.3 billion under the ~~2020 Term Loan,~~2021 Credit Facility, $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 ~~$4.3 million under the South African credit facility~~ and ~~$3.2~~$1.4 million under the Colombian credit facility after giving effect to our interest rate swap ~~agreement.~~agreements. A 10% increase in current interest rates would result in an additional ~~$2.8~~$1.4 million of interest expense for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

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 ~~nine~~three months ended ~~September 30, 2020, 43%~~March 31, 2021, 41% of our revenues and ~~52%~~49% of our total operating expenses were denominated in foreign currencies.

As of ~~September 30, 2020,~~March 31, 2021, 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 ~~$116.8~~$71.1 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the ~~nine~~three months ended ~~September 30, 2020.~~

March 31, 2021.


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. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of ~~September 30, 2020~~March 31, 2021 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended ~~September 30, 2020~~March 31, 2021 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~~InSite which we acquired on December ~~31, 2019,~~23, 2020, for the year ended December 31, ~~2019.~~2020. We consider ~~Eaton Towers~~InSite 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~~InSite into our internal control structure.

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

There were no material changes to the risk factors disclosed in Item 1A of the ~~2019~~2020 Form ~~10-K, as updated in Part II, Item 1A of the Q1 2020 Quarterly Report.~~10-K.

5951


ITEM 6.			EXHIBITS

Incorporated By Reference
Exhibit No.    Description of Document Form File No. Date of Filing Exhibit No.
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
8-K 001-14195 January 3, 2012 3.1
3.2
Certificate of Merger, effective as of December 31, 2011
8-K 001-14195 January 3, 2012 3.2
3.3
Amended and Restated By-Laws of the Company, effective as of February 12, 2016
8-K 001-14195 February 16, 2016 3.1
4.1
Supplemental Indenture No. 5, dated as of September 10, 2020, by and among American Tower Corporation, U.S. Bank National Association, as Trustee, and Elavon Financial Services DAC, UK Branch, as paying agent, for the 0.500% Senior Notes due 2028 and the 1.000% Senior Notes due 2032
8-K 001-14195 September 10, 2020 4.1
4.2
Supplemental Indenture No. 6, dated as of September 28, 2020, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.875% Senior Notes due 2030
8-K 001-14195 September 28, 2020 4.1
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith as Exhibit 31.1 — — —
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith as Exhibit 31.2 — — —
32
Certifications filed pursuant to 18. U.S.C. Section 1350
Filed herewith as Exhibit 32 — — —
101.SCH    Inline XBRL Taxonomy Extension Schema Document Filed herewith as Exhibit 101 — — —
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) — — — —


		Incorporated By Reference
Exhibit No.	Description of Document	Form	File No.	Date of Filing	Exhibit No.

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	8-K	001-14195	January 3, 2012	3.1

3.2	Certificate of Merger, effective as of December 31, 2011	8-K	001-14195	January 3, 2012	3.2

3.3	Amended and Restated By-Laws of the Company, effective as of February 12, 2016	8-K	001-14195	February 16, 2016	3.1

4.1	Supplemental Indenture No. 8, dated as of March 29 , 202 1 , by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 1.600 % Senior Notes due 20 2 6 a nd the 2.700% Seni or Notes due 2031	8-K	001-14195	March 29, 2021	4.1

10.1	Second Amended and Restated Multicurrency Revolving Credit Agreement, dated as of February 10, 2021, among the Company and certain of its subsidiaries, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents	10-K	001-14195	February 25, 2021	10.29

10.2	Third Amended and Restated Revolving Credit Agreement, dated as of February 10, 2021, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, BofA Securities, Inc., TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC, as Joint Lead Arrangers and Joint Bookrunners, Mizuho Bank, Ltd., as Syndication Agent, and BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents	10-K	001-14195	February 25, 2021	10.30

10.3	First Amendment to Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, and certain other lenders under the Company’s Amended and Restated Term Loan Agreement, dated as of December 20, 2019	10-K	001-14195	February 25, 2021	10.32

10.4	Agreement For the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.	10-K	001-14195	February 25, 2021	10.41

6052


		Incorporated By Reference
Exhibit No.	Description of Document	Form	File No.	Date of Filing	Exhibit No.
10.5	Agreement For the Sale and Purchase of the Towers LatAm Division of Telxius Telecom, S.A., dated as of January 13, 2021, between Telxius Telecom, S.A. and American Tower International, Inc.	10-K	001-14195	February 25, 2021	10.42

10.6	Commitment Letter, dated as of January 13, 2021, among the Company, Bank of America, N.A. and BofA Securities, Inc.	10-K	001-14195	February 25, 2021	10.43

10.7	364-Day Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents	10-K	001-14195	February 25, 2021	10.44

10.8	3-Year Term Loan Agreement, dated as of February 10, 2021, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, TD Securities (USA), LLC and Mizuho Bank, Ltd. as Syndication Agents, BofA Securities, Inc., TD Securities (USA), LLC, Mizuho Bank, Ltd., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., RBC Capital Markets and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners, and Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents	10-K	001-14195	February 25, 2021	10.45

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith as Exhibit 31.1	—	—	—

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith as Exhibit 31.2	—	—	—

32	Certifications filed pursuant to 18. U.S.C. Section 1350	Filed herewith as Exhibit 32	—	—	—

Incorporated By Reference

Exhibit No.

Description of Document

Form

File No.

Date of Filing

Exhibit No.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith as Exhibit 101

—

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

—

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: ~~October~~April 29, ~~2020~~2021

By:

/S/ RODNEY ~~M .~~M. SMITH

Rodney M. Smith
Executive Vice President, Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial Officer)

6155


Three Months Ended September 30, 2019	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	66.7	$	2.2	$	1.0	$	1.3	$	34.1	$	105.3
Services revenue	32.0		0		0		0		0		32.0
Total non-lease revenue	$	98.7	$	2.2	$	1.0	$	1.3	$	34.1	$	137.3
Property lease revenue	1,029.2		310.3		147.2		32.0		297.6		1,816.3
Total revenue	$	1,127.9	$	312.5	$	148.2	$	33.3	$	331.7	$	1,953.6


Nine Months Ended September 30, 2020	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	193.0	$	6.8	$	9.5	$	4.8	$	87.9	$	302.0
Services revenue	65.0		0		0		0		0		65.0
Total non-lease revenue	$	258.0	$	6.8	$	9.5	$	4.8	$	87.9	$	367.0
Property lease revenue	3,106.7		856.3		642.0		103.1		843.9		5,552.0
Total revenue	$	3,364.7	$	863.1	$	651.5	$	107.9	$	931.8	$	5,919.0


	RSUs	PSUs
Outstanding as of January 1, 2020 (1)	1,454,350	528,908
Granted (2)	452,301	110,925
Vested and Released (3)	(609,079)	(282,774)
Forfeited (4)	(34,728)	(76,965)
Outstanding as of September 30, 2020	1,262,844	280,094
Vested and deferred as of September 30, 2020 (5)	58,204	0


	Preliminary Allocation		Updated Allocation
Current assets	$	150.4	$	153.8

Property and equipment	304.7		306.6
Intangible assets (1):
Tenant-related intangible assets	1,007.6		1,107.7
Network location intangible assets	272.2		326.2

Other non-current assets	99.5		111.0
Current liabilities	(82.0)		(88.2)
Deferred tax liability	(319.3)		(359.2)
Other non-current liabilities	(138.3)		(118.9)
Net assets acquired	1,294.8		1,439.0
Goodwill (2)	670.0		521.6
Fair value of net assets acquired	1,964.8		1,960.6
Debt assumed	(329.8)		(329.8)
Purchase price	$	1,635.0	$	1,630.8


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
2019 Multicurrency Credit Facility	$	—	June 28, 2023	(3)	0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2019 Credit Facility	$	390.0	January 31, 2025	(3)	0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2019 Term Loan	$	1,000.0	January 31, 2025		0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2020 Term Loan	$	750.0	February 12, 2021		0.650%	0.000	%	0.650% and 0.000%