10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One):

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2020.

☐ 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

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 April 22, 2020, there were 443,306,437 shares of common stock outstanding.

AMERICAN TOWER CORPORATION

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2020

		Page Nos.
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Consolidated and Condensed Consolidated Financial Statements		1
	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019		1
	Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019		2
	Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2020 and 2019		3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019		4
	Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019		5
	Notes to Consolidated and Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		45
Item 4.	Controls and Procedures		45
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		47
Item 1A.	Risk Factors		47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53
Item 6.	Exhibits		53
Signatures			55

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except share count and per share data)

	March 31, 2020		December 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,326.0	$	1,501.2
Restricted cash	74.3		76.8
Accounts receivable, net	623.9		462.2
Prepaid and other current assets	480.7		513.6
Total current assets	2,504.9		2,553.8
PROPERTY AND EQUIPMENT, net	11,451.3		12,084.4
GOODWILL	5,948.8		6,178.3
OTHER INTANGIBLE ASSETS, net	11,600.6		12,318.4
DEFERRED TAX ASSET	126.4		131.8
DEFERRED RENT ASSET	1,781.8		1,771.1
RIGHT-OF-USE ASSET	6,968.3		7,357.4
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS	407.0		406.4
TOTAL	$	40,789.1	$	42,801.6
LIABILITIES
CURRENT LIABILITIES:
Accounts payable	$	120.6	$	148.1
Accrued expenses	876.4		958.2
Distributions payable	483.9		455.0
Accrued interest	148.2		209.4
Current portion of operating lease liability	476.8		494.5
Current portion of long-term obligations	2,640.0		2,928.2
Unearned revenue	408.5		294.3
Total current liabilities	5,154.4		5,487.7
LONG-TERM OBLIGATIONS	21,937.4		21,127.2
OPERATING LEASE LIABILITY	6,137.8		6,510.4
ASSET RETIREMENT OBLIGATIONS	1,321.5		1,384.1
DEFERRED TAX LIABILITY	731.0		768.3
OTHER NON-CURRENT LIABILITIES	901.0		937.0
Total liabilities	36,183.1		36,214.7
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS	541.4		1,096.5
EQUITY (shares in thousands):
Common stock: $.01 par value; 1,000,000 shares authorized; 454,196 and 453,541 shares issued; and 443,332 and 442,890 shares outstanding, respectively	4.5		4.5
Additional paid-in capital	10,255.6		10,117.7
Distributions in excess of earnings	(1,082.5)		(1,016.8)
Accumulated other comprehensive loss	(4,271.7)		(2,823.6)
Treasury stock (10,864 and 10,651 shares at cost, respectively)	(1,271.5)		(1,226.4)
Total American Tower Corporation equity	3,634.4		5,055.4
Noncontrolling interests	430.2		435.0
Total equity	4,064.6		5,490.4
TOTAL	$	40,789.1	$	42,801.6

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

1

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data)

	Three Months Ended March 31,
	2020		2019
REVENUES:
Property	$	1,973.2	$	1,786.0
Services	19.9		27.4
Total operating revenues	1,993.1		1,813.4
OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
Property	544.1		533.0
Services	7.9		10.4
Depreciation, amortization and accretion	472.3		436.9
Selling, general, administrative and development expense	217.8		198.1
Other operating expenses	14.2		20.1
Total operating expenses	1,256.3		1,198.5
OPERATING INCOME	736.8		614.9
OTHER INCOME (EXPENSE):
Interest income	10.1		12.4
Interest expense	(208.8)		(207.5)
Loss on retirement of long-term obligations	(34.6)		(0.1)
Other (expense) income (including foreign currency (losses) gains of $(65.5) and $20.1, respectively)	(63.8)		21.9
Total other expense	(297.1)		(173.3)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	439.7		441.6
Income tax provision	(21.1)		(34.0)
NET INCOME	418.6		407.6
Net income attributable to noncontrolling interests	(3.6)		(10.2)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS	415.0		397.4
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS	$	415.0	$	397.4
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common stockholders	$	0.94	$	0.90
Diluted net income attributable to American Tower Corporation common stockholders	$	0.93	$	0.89
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC	443,055		441,351
DILUTED	445,832		444,621

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

2

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

	Three Months Ended March 31,
	2020		2019
Net income	$	418.6	$	407.6
Other comprehensive (loss) income:
Changes in fair value of cash flow hedges, each net of tax expense of $0	(0.0)		(0.1)
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0	0.0		0.1
Foreign currency translation adjustments, net of tax (benefit) expense of ($0.0) and $1.0, respectively	(1,343.5)		12.9
Other comprehensive (loss) income	(1,343.5)		12.9
Comprehensive (loss) income	(924.9)		420.5
Allocation of accumulated other comprehensive income resulting from purchase of noncontrolling interest and redeemable noncontrolling interest	(142.2)		(52.4)
Comprehensive loss attributable to noncontrolling interests	34.0		0.0
Comprehensive (loss) income attributable to American Tower Corporation stockholders	$	(1,033.1)	$	368.1

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

3

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Three Months Ended March 31,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	418.6	$	407.6
Adjustments to reconcile net income to cash provided by operating activities
Depreciation, amortization and accretion	472.3		436.9
Stock-based compensation expense	47.7		42.5
Loss on early retirement of long-term obligations	34.6		0.1
Other non-cash items reflected in statements of operations	81.6		28.9
Increase in net deferred rent balances	(56.2)		(5.3)
Right-of-use asset and Operating lease liability, net	1.0		20.2
Increase in assets	(210.8)		(33.0)
Increase (decrease) in liabilities	11.2		(112.8)
Cash provided by operating activities	800.0		785.1
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities	(214.4)		(220.8)
Payments for acquisitions, net of cash acquired	(49.3)		(91.1)
Proceeds from sale of short-term investments and other non-current assets	5.8		254.9
Payments for short-term investments	—		(261.5)
Deposits and other	4.5		(4.8)
Cash used for investing activities	(253.4)		(323.3)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facilities	2,642.3		1,700.0
Proceeds from issuance of senior notes, net	1,496.0		1,241.6
Proceeds from term loan	750.0		1,300.0
Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases	(4,351.2)		(4,025.9)
Distributions to noncontrolling interest holders, net	(13.5)		(13.8)
Purchases of common stock	(39.7)		—
Proceeds from stock options	11.1		27.2
Distributions paid on common stock	(454.9)		(377.1)
Payment for early retirement of long-term obligations	(33.5)		—
Deferred financing costs and other financing activities	(88.2)		(76.7)
Purchase of redeemable noncontrolling interest	(524.4)		(425.7)
Cash used for financing activities	(606.0)		(650.4)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(118.3)		(16.6)
NET DECREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH	(177.7)		(205.2)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD	1,578.0		1,304.9
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	1,400.3	$	1,099.7
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.1 AND $0.3, RESPECTIVELY)	$	35.1	$	36.9
CASH PAID FOR INTEREST	$	262.0	$	249.0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment under finance leases and perpetual easements	$	13.1	$	16.0
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities	$	(15.0)	$	(17.7)
Settlement of third-party debt	$	(5.0)	$	—

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

4

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions, share counts in thousands)

	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Earnings		Noncontrolling Interests		Total Equity
Three Months Ended March 31, 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	908	0.0		—	—		14.7		—		—		—		14.7
Changes in fair value of cash flow hedges, net of tax	—	—		—	—		—		(0.1)		—		—		(0.1)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax	—	—		—	—		—		0.1		—		—		0.1
Foreign currency translation adjustment, net of tax	—	—		—	—		—		23.1		—		(20.1)		3.0
Distributions to noncontrolling interest	—	—		—	—		—		—		—		(0.3)		(0.3)
Purchase of redeemable noncontrolling interest	—	—		—	—		52.4		(52.4)		—		—		—
Impact of lease accounting standard adoption	—	—		—	—		—		—		(24.7)		—		(24.7)
Common stock distributions declared	—	—		—	—		—		—		(399.6)		—		(399.6)
Net income	—	—		—	—		—		—		397.4		10.2		407.6
BALANCE, MARCH 31, 2019	452,525	$	4.5	(10,557)	$	(1,206.8)	$	10,447.9	$	(2,672.2)	$	(1,226.4)	$	553.3	$	5,900.3
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
Stock-based compensation related activity	655	0.0		—	—		(4.3)		—		—		—		(4.3)
Treasury stock activity	—	—		(213)	(45.1)		—		—		—		—		(45.1)
Changes in fair value of cash flow hedges, net of tax	—	—		—	—		—		(0.0)		—		—		(0.0)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax	—	—		—	—		—		0.0		—		—		0.0
Foreign currency translation adjustment, net of tax	—	—		—	—		—		(1,305.9)		—		(5.5)		(1,311.4)
Distributions to noncontrolling interest	—	—		—	—		—		—		—		(1.5)		(1.5)
Purchase of redeemable noncontrolling interest	—	—		—	—		142.2		(142.2)		—		—		—
Common stock distributions declared	—	—		—	—		—		—		(480.7)		—		(480.7)
Net income	—	—		—	—		—		—		415.0		2.2		417.2
BALANCE, MARCH 31, 2020	454,196	$	4.5	(10,864)	$	(1,271.5)	$	10,255.6	$	(4,271.7)	$	(1,082.5)	$	430.2	$	4,064.6

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

5

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

1. 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 (the “2019 Form 10-K”). The results of operations for the three months ended March 31, 2020 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 March 31, 2020, 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 Germany and France (PGGM holds a 49% noncontrolling interest) and (ii) a 79% controlling interest in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), formerly Viom Networks Limited (“Viom”), in India.

During the three months ended March 31, 2020, the Company completed the acquisition of MTN Group Limited’s (“MTN”) 49% redeemable noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. The purchase is reflected in the consolidated statements of equity as increases of $142.2 million in each of Additional Paid-in Capital and Accumulated Other Comprehensive Loss.

Change in Reportable Segments— During the fourth quarter of 2019, the Company’s Europe, Middle East and Africa (“EMEA”) property segment was divided into the Africa property segment and the Europe property segment. As a result, the Company has six reportable segments: U.S. property, Asia property, Africa property, Europe property, Latin America property and services, which are discussed further in note 15. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.

Significant Accounting Policies—The Company’s significant accounting policies are described in note 1 to the Company’s consolidated financial statements included in the 2019 Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2020.

Cash and Cash Equivalents and Restricted Cash—The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows:

	Three Months Ended March 31,
	2020		2019
Cash and cash equivalents	$	1,326.0	$	1,004.8
Restricted cash	74.3		94.9
Total cash and cash equivalents and restricted cash	$	1,400.3	$	1,099.7

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 component. If the timing and pattern of the non-lease component revenue recognition differs from that of the lease component, the Company separately determines the stand-alone selling prices and pattern of revenue recognition for

6

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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

Non-lease revenue—Non-lease revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements require that the Company provide the tenant the right to use the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis. There were no material changes in the receivables, contract assets and contract liabilities from contracts with tenants for the three months ended March 31, 2020.

Services revenue—The Company offers tower-related services in the United States. These services include site acquisition, zoning and permitting (“AZP”) and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.

A summary of revenue disaggregated by source and geography is as follows:

Three Months Ended March 31, 2020	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.6	$	2.2	$	2.9	$	1.5	$	32.9	$	98.1
Services revenue	19.9		—		—		—		—		19.9
Total non-lease revenue	$	78.5	$	2.2	$	2.9	$	1.5	$	32.9	$	118.0
Property lease revenue	1,031.3		284.4		222.6		33.0		303.8		1,875.1
Total revenue	$	1,109.8	$	286.6	$	225.5	$	34.5	$	336.7	$	1,993.1

Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.8	$	2.4	$	0.8	$	0.8	$	35.0	$	97.8
Services revenue	27.4		—		—		—		—		27.4
Total non-lease revenue	$	86.2	$	2.4	$	0.8	$	0.8	$	35.0	$	125.2
Property lease revenue	927.5		286.5		143.2		32.7		298.3		1,688.2
Total revenue	$	1,013.7	$	288.9	$	144.0	$	33.5	$	333.3	$	1,813.4

Accounting Standards Updates

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

In January 2017, the FASB issued guidance on accounting for goodwill impairments. The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. 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.

7

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
	March 31, 2020		December 31, 2019
Prepaid assets	$	71.4	$	56.8
Prepaid income tax	188.1		185.8
Unbilled receivables	101.8		142.3
Value added tax and other consumption tax receivables	59.3		71.3
Other miscellaneous current assets	60.1		57.4
Prepaid and other current assets	$	480.7	$	513.6

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 three months ended March 31, 2020, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2019 Form 10-K and there were no material changes in the terms and provisions of the Company’s leases in which the Company is lessor or lessee. As of March 31, 2020, the Company does not have any material related party leases as either a lessor or a lessee.

Lessor— Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue. Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2020 were as follows:

Fiscal Year	Amount (1)
Remainder of 2020	$	4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$	42,702.6

_______________

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

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 Form 10-K. There were no material impairments recorded related to these assets during the three months ended March 31, 2020 and March 31, 2019.

The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of March 31, 2020, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. There were no material changes in finance lease assets during the three months ended March 31, 2020.

8

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, 2020		December 31, 2019
Operating leases:
Right-of-use asset	$	6,968.3	$	7,357.4
Current portion of lease liability	$	476.8	$	494.5
Lease liability	6,137.8		6,510.4
Total operating lease liability	$	6,614.6	$	7,004.9

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

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13.4		13.1
Weighted-average incremental borrowing rate	5.9	%	6.1	%

The following table sets forth the components of lease cost:

	Three Months Ended March 31,
	2020		2019
Operating lease cost	$	250.7	$	255.0
Variable lease costs not included in lease liability (1)	61.4		52.3

_______________

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

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(252.0)	$	(234.9)
Non-cash items:
New operating leases (1)	$	50.1	$	62.1
Operating lease modifications and reassessments (2)	$	96.9	$	30.1

_______________

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

(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2020.

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

9

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 March 31, 2020 were as follows:

Fiscal Year	Operating Lease (1)
Remainder of 2020	$	629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6
Less current portion of lease liability	(476.8)
Non-current lease liability	$	6,137.8

_______________

(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
	U.S.		Asia		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
Additions and adjustments (1)	—		—		(0.1)		—		—		—		(0.1)
Effect of foreign currency translation	—		(57.4)		(35.4)		(4.1)		(132.5)		—		(229.4)
Balance as of March 31, 2020	$	3,415.3	$	964.4	$	754.7	$	252.1	$	560.3	$	2.0	$	5,948.8

_______________

(1) Additions consist of $0.1 million from revisions to prior-year acquisitions due to measurement period adjustments.

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

		As of March 31, 2020						As of December 31, 2019
	Estimated Useful Lives (years)	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Acquired network location intangibles (1)	Up to 20	$	4,967.0	$	(1,938.8)	$	3,028.2	$	5,150.8	$	(1,920.4)	$	3,230.4
Acquired tenant-related intangibles	Up to 20	12,193.2		(3,707.5)		8,485.7		12,674.1		(3,674.6)		8,999.5
Acquired licenses and other intangibles	3-20	93.9		(7.2)		86.7		106.7		(18.2)		88.5
Total other intangible assets		$	17,254.1	$	(5,653.5)	$	11,600.6	$	17,931.6	$	(5,613.2)	$	12,318.4

_______________

(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.

The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired communications sites. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals.

10

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives. As of March 31, 2020, the remaining weighted average amortization period of the Company’s intangible assets was 15 years. Amortization of intangible assets for the three months ended March 31, 2020 and 2019 was $217.5 million and $192.7 million, respectively. Based on current exchange rates, the Company expects to record amortization expense as follows over the remaining current year and the five subsequent years:

Fiscal Year	Amount
Remainder of 2020	$	628.4
2021	822.7
2022	818.8
2023	815.2
2024	806.3
2025	790.8

5. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	As of
	March 31, 2020		December 31, 2019
Accrued construction costs	$	19.4	$	27.8
Accrued income tax payable	72.7		55.2
Accrued pass-through costs	64.5		74.2
Amounts payable to tenants	67.5		77.9
Accrued property and real estate taxes	196.0		198.1
Accrued rent	72.6		75.6
Accrued treasury stock repurchases	5.4		—
Payroll and related withholdings	64.1		102.4
Other accrued expenses	314.2		347.0
Total accrued expenses	$	876.4	$	958.2

11

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
	March 31, 2020		December 31, 2019		Maturity Date
2019 364-Day Term Loan (1) (2)	$	—	$	999.9	N/A
2020 Term Loan (1)	749.9		—		February 12, 2021
2019 Multicurrency Credit Facility (1) (3)	965.4		700.0		June 28, 2023
2019 Term Loan (1)	995.4		995.2		January 31, 2025
2019 Credit Facility (1)	1,415.0		1,600.0		January 31, 2025
2.800% senior notes	749.7		749.4		June 1, 2020
3.300% senior notes	748.8		748.5		February 15, 2021
3.450% senior notes	648.0		647.7		September 15, 2021
5.900% senior notes (4)	—		498.9		N/A
2.250% senior notes	605.7		592.1		January 15, 2022
4.70% senior notes	698.4		698.2		March 15, 2022
3.50% senior notes	994.7		994.3		January 31, 2023
3.000% senior notes	723.9		704.9		June 15, 2023
5.00% senior notes	1,001.6		1,001.7		February 15, 2024
3.375% senior notes	644.7		644.4		May 15, 2024
2.950% senior notes	641.7		641.3		January 15, 2025
2.400% senior notes	744.2		—		March 15, 2025
1.375% senior notes	544.5		553.0		April 4, 2025
4.000% senior notes	743.5		743.2		June 1, 2025
4.400% senior notes	496.7		496.6		February 15, 2026
1.950% senior notes	545.8		554.4		May 22, 2026
3.375% senior notes	988.3		987.9		October 15, 2026
3.125% senior notes	397.7		397.6		January 15, 2027
2.750% senior notes	743.7		743.5		January 15, 2027
3.55% senior notes	744.3		744.1		July 15, 2027
3.600% senior notes	692.8		692.6		January 15, 2028
3.950% senior notes	589.8		589.6		March 15, 2029
3.800% senior notes	1,632.1		1,631.7		August 15, 2029
2.900% senior notes	741.1		—		January 15, 2030
3.700% senior notes	591.8		591.8		October 15, 2049
Total American Tower Corporation debt	21,779.2		20,942.5
Series 2013-2A securities (5)	1,295.4		1,295.0		March 15, 2023
Series 2018-1A securities (5)	494.0		493.8		March 15, 2028
Series 2015-1 notes (6)	349.9		349.6		June 15, 2020
Series 2015-2 notes (7)	521.6		521.4		June 16, 2025
Other subsidiary debt (8)	111.7		422.4		Various
Total American Tower subsidiary debt	2,772.6		3,082.2
Finance lease obligations	25.6		30.7
Total	24,577.4		24,055.4
Less current portion of long-term obligations	(2,640.0)		(2,928.2)
Long-term obligations	$	21,937.4	$	21,127.2

_______________

(1) Accrues interest at a variable rate.

(2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand.

(3) As of March 31, 2020 reflects borrowings denominated in Euro (“EUR”).

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

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

12

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

(6) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.

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

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

Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) $750.0 million under its unsecured term loan entered into on February 13, 2020 (the “2020 Term Loan”), (ii) $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020, (iii) $350.0 million aggregate principal amount of the American Tower Secured Revenue Notes, Series 2015-1, Class A, issued by GTP Acquisition Partners I, LLC in a private securitization transaction in May 2015, with an anticipated repayment date in 2020 and (iv) $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021.

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

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, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $539.6 million, including $6.1 million in accrued and unpaid interest. The Company 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 Company’s $2.25 billion senior unsecured revolving credit facility, as amended and restated in December 2019 (the “2019 Credit Facility”), and cash on hand. Upon completion of the repayment, none of the 5.900% Notes remained outstanding.

Offerings of Senior Notes

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

The 2.400% Notes will mature on March 15, 2025 and bear interest at a rate of 2.400% per annum. The 2.900% Notes will mature on January 15, 2030 and bear interest at a rate of 2.900% per annum. Accrued and unpaid interest on the 2.400% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020. Accrued and unpaid interest on the 2.900% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

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

Bank Facilities

13

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

2019 Multicurrency Credit Facility—During the three months ended March 31, 2020, the Company borrowed an aggregate of 875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $700.0 million of revolving indebtedness under its $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”). The Company used the borrowings to repay existing indebtedness and for general corporate purposes.

2019 Credit Facility—During the three months ended March 31, 2020, the Company borrowed an aggregate of $1.7 billion and repaid an aggregate of $1.9 billion of revolving indebtedness under the 2019 Credit Facility. The Company used the borrowings to repay existing indebtedness, to purchase redeemable noncontrolling interests and for general corporate purposes.

2020 Term Loan—On February 13, 2020, the Company entered into the 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 the $1.3 billion unsecured term loan entered into on February 14, 2019 (the “2019 364-Day Term Loan”). 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 for the 2020 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

As of March 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and restated in December 2019 (the “2019 Term Loan”), and the 2020 Term Loan were as follows:

	Outstanding Principal Balance (in millions)			Undrawn letters of credit (in millions)		Maturity Date		Current margin over LIBOR (1)		Current commitment fee (2)
2019 Multicurrency Credit Facility	$	965.4	(3)	$	3.8	June 28, 2023	(4)	1.125	%	0.110	%
2019 Credit Facility	$	1,415.0		$	6.1	January 31, 2025	(4)	1.125	%	0.110	%
2019 Term Loan	$	1,000.0		N/A		January 31, 2025		1.125	%	N/A
2020 Term Loan	$	750.0		N/A		February 12, 2021		0.650	%	N/A

_______________

(1) LIBOR means the London Interbank Offered Rate.

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

(3) Reflects borrowings denominated in EUR.

(4) Subject to two optional renewal periods.

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.

14

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

Items Measured at Fair Value on a Recurring Basis—The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:

	March 31, 2020						December 31, 2019
	Fair Value Measurements Using						Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate swap agreements	—		$	34.8	—		—		$	9.0	—
Embedded derivative in lease agreement	—		—		$	10.5	—		—		$	10.7
Liabilities:
Interest rate swap agreements	—		$	0.1	—		—		$	7.5	—
Fair value of debt related to interest rate swap agreements (1)	$	35.4	—		—		$	3.3	—		—
Redeemable noncontrolling interests	—		—		$	541.4	—		—		$	1,096.5

_______________

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

During the three months ended March 31, 2020, the Company made no changes to the methods described in note 12 to its consolidated financial statements included in the 2019 Form 10-K that it used to measure the fair value of its interest rate swap agreements, the embedded derivative in one of its lease agreements and redeemable noncontrolling interests. The changes in fair value for the embedded derivative in one of its lease agreements during the three months ended March 31, 2020 and 2019 were not material to the consolidated financial statements. The changes in the carrying amount of the redeemable noncontrolling interests are described in note 10.

 Items Measured at Fair Value on a Nonrecurring Basis

Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs. During the three months ended March 31, 2020 and 2019, the Company recorded $3.7 million and $18.1 million of impairments, respectively. There were no other items measured at fair value on a nonrecurring basis during the three months ended March 31, 2020 or 2019.

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

15

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

The decrease in the income tax provision during the three months ended March 31, 2020 was primarily attributable to realized foreign exchange losses in the current period and the nonrecurrence of a one-time true up adjustment during the three months ended March 31, 2019.

As of March 31, 2020 and December 31, 2019, the total unrecognized tax benefits that would impact the ETR, if recognized, were approximately $144.3 million and $158.1 million, respectively. The amount of unrecognized tax benefits during the three months ended March 31, 2020 includes additions to the Company’s existing tax positions of $1.2 million, which were reduced by foreign currency exchange rate fluctuations of $12.4 million and remeasurement of acquired liabilities of $2.9 million related to the acquisition of Eaton Towers Holdings Limited. Unrecognized tax benefits are expected to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this time frame, as described in note 13 to the Company’s consolidated financial statements included in the 2019 Form 10-K. The impact of the amount of these changes to previously recorded uncertain tax positions could range from zero to $47.8 million.

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

	Three Months Ended March 31,
	2020		2019
Penalties and income tax-related interest expense	$	1.7	$	1.1

As of March 31, 2020 and December 31, 2019, the total amount of accrued income tax related interest and penalties included in the consolidated balance sheets were $28.0 million and $26.6 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 March 31, 2020, the Company had the ability to grant stock-based awards with respect to an aggregate of 6.4 million shares of common stock under the 2007 Plan. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.

During the three months ended March 31, 2020 and 2019, the Company recorded and capitalized the following stock-based compensation expense:

	Three Months Ended March 31,
	2020		2019
Stock-based compensation expense Property	$	0.6	$	0.6
Stock-based compensation expense Services	0.3		0.3
Stock-based compensation expense SG&A	46.8		41.6
Total stock-based compensation expense	$	47.7	$	42.5
Stock-based compensation expense capitalized as property and equipment	$	0.5	$	0.5

Stock Options—As of March 31, 2020, 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.

16

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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

	Number of Options
Outstanding as of January 1, 2020	3,060,242
Granted	—
Exercised	(130,706)
Forfeited	—
Expired	—
Outstanding as of March 31, 2020	2,929,536

 Restricted Stock Units—As of March 31, 2020, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $189.6 million and is expected to be recognized over a weighted average period of approximately three years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).

Performance-Based Restricted Stock Units—During the three months ended March 31, 2020, 2019 and 2018, the Company’s Compensation Committee granted an aggregate of 93,332 PSUs (the “2020 PSUs”), 114,823 PSUs (the “2019 PSUs”) and 131,311 PSUs (the “2018 PSUs”), 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 PSUs, the 2019 PSUs and the 2018 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero 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 three months ended March 31, 2020 was as follows (shares disclosed in full amounts): 

	RSUs	PSUs
Outstanding as of January 1, 2020 (1)	1,454,350	528,908
Granted (2)	432,104	93,332
Vested and Released (3)	(592,390)	(205,434)
Forfeited	(11,730)	—
Outstanding as of March 31, 2020	1,282,334	416,806
Vested and deferred as of March 31, 2020 (4)	—	77,340

_______________

(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2019 PSUs and 2018 PSUs, or 114,823 and 131,311 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2017 (“2017 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 282,774 shares.

(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs, or 93,332 shares.

(3)This includes 19,810 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2017 PSUs. There are no additional shares to be earned related to the 2017 PSUs.

(4)Vested and deferred RSUs are related to deferred compensation for certain former employees.

During the three months ended March 31, 2020, the Company recorded $12.9 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at March 31, 2020 was $11.6 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted average period over which the cost will be recognized is approximately two years.

10. REDEEMABLE NONCONTROLLING INTERESTS

India Redeemable Noncontrolling Interests—On April 21, 2016, the Company, through its wholly owned subsidiary, ATC Asia Pacific Pte. Ltd., acquired a 51% controlling ownership interest in ATC TIPL (formerly Viom), a

17

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

telecommunications infrastructure company that owns and operates wireless communications towers and indoor DAS networks in India (the “Viom Acquisition”), which was subsequently merged with the Company’s existing India property operations.

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

The Shareholders Agreement also provides 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 three months ended March 31, 2020, the Company made no changes to the methods of determining redemption value described in note 15 to its consolidated financial statements included in the 2019 Form 10-K.

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

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

In April 2019, Tata Teleservices and Tata Sons delivered notice of exercise of their put options with respect to 100% of their remaining holdings in ATC TIPL. Accordingly, the Company expects to pay an amount equivalent to INR 24.8 billion (approximately $328.0 million at the March 31, 2020 exchange rate) to redeem the put shares in 2020, subject to regulatory approval. After the completion of the redemption, the Company will hold an approximately 92% ownership interest in ATC TIPL.

Other Redeemable Noncontrolling Interests—During the three months ended March 31, 2020, the Company completed the acquisition of MTN’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owns and operates wireless communications towers in France. The Company’s controlling interest in Eure-et-Loir is 51% with local partners holding a 49% noncontrolling interest. The value of the Eure-et-Loir interests as of March 31, 2020 was $2.7 million.

The changes in Redeemable noncontrolling interests were as follows:

	Three Months Ended March 31,
	2020		2019
Balance as of January 1,	$	1,096.5	$	1,004.8
Net income (loss) attributable to noncontrolling interests	7.7		(3.7)
Adjustment to noncontrolling interest redemption value	(6.3)		3.7
Purchase of redeemable noncontrolling interest	(524.4)		(425.7)
Foreign currency translation adjustment attributable to noncontrolling interests	(32.1)		9.9
Balance as of March 31,	$	541.4	$	589.0

18

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

11. EQUITY

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

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

During the three months ended March 31, 2020, the Company repurchased 213,352 shares of its common stock under the 2011 Buyback for an aggregate of $45.1 million (of which $5.4 million was accrued as of March 31, 2020). During the three months ended March 31, 2020, there were no repurchases under the 2017 Buyback. As of March 31, 2020, the Company has repurchased a total of 14,310,549 shares of its common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. As of March 31, 2020, the Company has not made any repurchases under the 2017 Buyback.

Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases, in privately negotiated transactions not to exceed market prices, and (with respect to such open market purchases) pursuant to plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with securities laws and other legal requirements and subject to market conditions and other factors.

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

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

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.

During the three months ended March 31, 2019, 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
March 7, 2019	April 26, 2019	April 11, 2019	$	0.90	$	397.8
December 5, 2018	January 14, 2019	December 27, 2018	$	0.84	$	370.5

_______________

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

The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2020, the amount accrued for distributions payable related to unvested restricted stock units was $8.6 million. During the three months ended March 31, 2020 and 2019, the Company paid $7.6 million and $6.6 million of distributions upon the vesting of restricted stock units, respectively. To maintain its qualification for taxation as a REIT, the Company expects to continue paying distributions, the amount, timing and frequency of which will be determined, and subject to adjustment, by the Company’s Board of Directors.

19

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

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

12. EARNINGS PER COMMON SHARE

The following table sets forth basic and diluted net income per common share computational data (shares in thousands, except per share data):

	Three Months Ended March 31,
	2020		2019
Net income attributable to American Tower Corporation common stockholders	$	415.0	$	397.4
Basic weighted average common shares outstanding	443,055		441,351
Dilutive securities	2,777		3,270
Diluted weighted average common shares outstanding	445,832		444,621
Basic net income attributable to American Tower Corporation common stockholders per common share	$	0.94	$	0.90
Diluted net income attributable to American Tower Corporation common stockholders per common share	$	0.93	$	0.89

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

	Three Months Ended March 31,
	2020	2019
Restricted stock units	86	105

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 eight optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.

AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately 2,200 towers commencing between December 2000 and August 2004. Substantially all of the towers are part of the securitization transactions completed in March 2013 and March 2018. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of March 31, 2020, the Company has purchased an aggregate of 228 of the subleased towers which are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is $960.4 million and includes per annum accretion through the applicable

20

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

expiration of the lease or sublease of a site. For all such sites, AT&T has the right to continue to lease the reserved space through June 30, 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 five successive five-year terms.

Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue 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 that took place in the tax year commencing in 2007, prior to the Company’s acquisition of ETIPL. Under the Company’s definitive acquisition agreement of ETIPL, the seller is obligated to indemnify and defend the Company with respect to any tax-related liability that may arise from activities prior to March 31, 2010.

14. ACQUISITIONS

Impact of current year acquisitions—The Company typically acquires communications sites from wireless carriers or other tower operators and subsequently integrates those sites into its existing portfolio of communications sites. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the three months ended March 31, 2020 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 months ended March 31, 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:

21

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

	Three Months Ended March 31,
	2020		2019
Acquisition and merger related expenses	$	7.6	$	2.0
Integration costs	$	6.6	$	4.1

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

2020 Transactions

The estimated aggregate impact of the acquisitions completed in 2020 on the Company’s revenues and gross margin for the three months ended March 31, 2020 was approximately $0.1 million and less than $0.1 million, respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenants to such sites subsequent to the transaction date.

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

Other Acquisitions—During the three months ended March 31, 2020, the Company acquired a total of 37 communications sites in the United States, Mexico and Peru, as well as other communications infrastructure assets, for an aggregate purchase price of $11.2 million. These acquisitions were accounted for as asset acquisitions.

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

	Allocation (1)
Current assets	$	0.3
Property and equipment	25.9
Intangible assets (2):
Tenant-related intangible assets	14.1
Network location intangible assets	4.2
Other intangible assets	1.3
Other non-current assets	10.6
Current liabilities	(0.9)
Deferred tax liability	—
Other non-current liabilities	(4.6)
Net assets acquired	50.9
Goodwill	—
Fair value of net assets acquired	50.9
Debt assumed	—
Purchase price	$	50.9

_______________

(1)  Includes 7 sites in Peru held pursuant to long-term finance leases.

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

Other Signed Acquisitions

Orange—On November 28, 2019, ATC France, a majority-owned subsidiary of the Company, entered into definitive agreements with Orange S.A. for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years. On April 1, 2020, the Company completed the acquisition of 113 of these communications

22

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

sites. The remaining communications sites are expected to continue to close in tranches for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term.

2019 Transactions

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

Pro Forma Consolidated Results (Unaudited)

The following table presents the unaudited pro forma financial results as if the 2020 acquisitions had occurred on January 1, 2019 and the 2019 acquisitions had occurred on January 1, 2018. The pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the date indicated, nor are they indicative of the future operating results of the Company.

	Three Months Ended March 31,
	2020		2019
Pro forma revenues	$	1,993.8	$	1,899.3
Pro forma net income attributable to American Tower Corporation common stockholders	$	414.9	$	380.3
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	$	0.94	$	0.86
Diluted net income attributable to American Tower Corporation common stockholders	$	0.93	$	0.86

15. BUSINESS SEGMENTS

The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. This business is referred to as the Company’s property operations.

During the fourth quarter of 2019, as a result of recent acquisitions, including the Eaton Towers Acquisition, and changes to its organizational structure, the Company reviewed and changed its reportable segments to divide its EMEA property segment into two segments: Africa property and Europe property. Prior to this revision, the Company operated in five 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 six segments. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.

As of March 31, 2020, the Company’s property operations consisted of the following:

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

•Asia: property operations in India;

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

•Europe: property operations in France and Germany; and

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AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in millions, unless otherwise noted)

•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 Form 10-K and as updated in note 1 above. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding stock-based compensation expense recorded in costs of operations; Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. There are no significant revenues resulting from transactions between the Company’s operating segments. All intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations and consolidated balance sheets.

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 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, 2020	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	1,089.9	$	286.6	225.5		$	34.5	$	336.7	$	1,973.2	$	19.9			$	1,993.1
Segment operating expenses (1)	190.0		164.0		77.7		6.6		105.2		543.5		7.6				551.1
Segment gross 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)	42.0		32.6		17.1		5.5		26.6		123.8		3.5				127.3
Segment operating profit	$	857.9	$	90.0	$	130.7	$	22.4	$	204.9	$	1,305.9	$	8.8			$	1,314.7
Stock-based compensation expense															$	47.7	47.7
Other selling, general, administrative and development expense															43.7		43.7
Depreciation, amortization and accretion															472.3		472.3
Other expense (2)															311.3		311.3
Income from continuing operations before income taxes																	$	439.7
Total assets	$	22,486.9	$	4,986.0	$	4,510.3	$	1,554.5	$	6,739.0	$	40,276.7	$	29.0	$	483.4	$	40,789.1

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $46.8 million, respectively.

(2) Primarily includes interest expense.

24

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
Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	986.3	$	288.9	$	144.0	$	33.5	$	333.3	$	1,786.0	$	27.4			$	1,813.4
Segment operating expenses (1)	191.3		178.0		53.5		6.2		103.4		532.4		10.1				542.5
Segment gross margin	795.0		110.9		90.5		27.3		229.9		1,253.6		17.3				1,270.9
Segment selling, general, administrative and development expense (1)	41.7		26.6		13.2		5.2		27.7		114.4		3.4				117.8
Segment operating profit	$	753.3	$	84.3	$	77.3	$	22.1	$	202.2	$	1,139.2	$	13.9			$	1,153.1
Stock-based compensation expense															$	42.5	42.5
Other selling, general, administrative and development expense															38.7		38.7
Depreciation, amortization and accretion															436.9		436.9
Other expense (2)															193.4		193.4
Income from continuing operations before income taxes																	$	441.6
Total assets	$	22,160.9	$	5,427.6	$	2,085.5	$	1,552.0	$	7,306.4	$	38,532.4	$	43.8	$	350.6	$	38,926.8

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $41.6 million, respectively.

(2) Primarily includes interest expense.

16. SUBSEQUENT EVENTS

April 2020 Term Loan—On April 3, 2020, the Company entered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. The April 2020 Term Loan matures on April 2, 2021. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the April 2020 Term Loan. The interest rate on the April 2020 Term Loan is 1.75% above LIBOR for LIBOR based borrowings or 0.75% above the defined base rate for base rate borrowings. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The April 2020 Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.

The agreement for the April 2020 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

Notice of Redemption of 2.800% Senior Notes—On April 9, 2020, the Company delivered notice of its election to call for redemption all of its outstanding 2.800% senior unsecured notes due 2020 (the “2.800% Notes”). The Company intends to redeem the 2.800% Notes at a price equal to the principal amount of the 2.800% Notes, together with accrued interest, if any, up to, but excluding, the redemption date, which has been set for May 11, 2020.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

The discussion and analysis of our financial condition and results of operations that follow are based upon our consolidated and condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates and such differences could be material to the financial statements. This discussion should be read in conjunction with our consolidated and condensed consolidated financial statements herein and the accompanying notes, information set forth under the caption “Critical Accounting Policies and Estimates” in the 2019 Form 10-K, and in particular, the information set forth therein under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

During the fourth quarter of 2019, as a result of recent acquisitions, including our acquisition of Eaton Towers Holdings Limited (“Eaton Towers,” and the acquisition, the “Eaton Towers Acquisition”), and changes to our organizational structure, we reviewed and changed our reportable segments to divide our EMEA segment into two separate segments, Africa property and Europe property. We now report our results in six segments – U.S. property, Asia property, Africa property, Europe property, Latin America property and services. We believe this change provides more visibility into these operating segments and better aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments. In evaluating financial performance in each business segment, management uses, among other factors, segment gross margin and segment operating profit (see note 15 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). The change in reportable segments had no impact on our consolidated financial statements for any periods. Historical financial information included in Management’s Discussion and Analysis of Financial Condition and Results of Operations has been adjusted to reflect the change in reportable segments.

Overview

We are one of the largest global real estate investment trusts and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. In addition to the communications sites in our portfolio, we manage rooftop and tower sites for property owners under various contractual arrangements. We also hold other telecommunications infrastructure, fiber and property interests that we lease primarily to communications service providers and third-party tower operators. We refer to this business as our property operations, which accounted for 99% of our total revenues for the three months ended March 31, 2020 and includes our U.S. property, Asia property, Africa property, Europe property and Latin America property segments.

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

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

	Number of Owned Towers	Number of Operated  Towers (1)	Number of Owned DAS Sites
U.S.	25,019	15,556	409
Asia:
India (2)	73,578	—	1,082
Africa:
Burkina Faso	667	—	—
Ghana	3,207	665	27
Kenya	2,060	—	10
Niger	681	—	—
Nigeria	5,349	—	—
South Africa (2)	2,712	—	—
Uganda	3,243	—	12
Africa total	17,919	665	49
Europe:
France	2,204	309	9
Germany	2,211	—	—
Europe total	4,415	309	9
Latin America:
Argentina (3)	99	—	10
Brazil (3)	16,700	2,255	104
Chile	2,717	—	22
Colombia	5,002	—	4
Costa Rica	642	—	2
Mexico (4)	9,441	187	92
Paraguay	1,423	—	—
Peru	1,835	411	—
Latin America total	37,859	2,853	234

_______________

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

(2)In India and South Africa, we also own fiber.

(3)In Argentina and Brazil, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.

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

We operate in six reportable segments: U.S. property, Asia 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 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 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.”

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

The revenues generated by our property operations may be affected by cancellations of existing tenant leases. As discussed above, most of our tenant leases with wireless carriers and broadcasters are multiyear contracts, which typically are non-cancellable; however, in some instances, a lease may be cancelled upon the payment of a termination fee. Revenue lost from either tenant lease cancellations or the non-renewal of leases or rent renegotiations, which we refer to as churn, has historically not had a material adverse effect on the revenues generated by our consolidated property operations. During the three months ended March 31, 2020, 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 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 three months ended March 31, 2020, aggregate carrier consolidation in India did not have a material impact on our consolidated property revenue, gross margin or operating profit.

We anticipate that our churn rate in India will move closer to historical levels over time and result in reduced impacts on our property revenue, gross margin and operating profit. In the immediate term, we expect that our churn rate will remain elevated, primarily due to the uncertainty created by the recent court ruling by the Indian Supreme Court, as set forth in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, under the captions “Risk Factors—A substantial portion of our revenue is derived from a small number of tenants, and we are sensitive to adverse changes in the creditworthiness and financial strength of our tenants” and “Risk Factors—Our business, and that of our tenants, is subject to laws, regulations and administrative and judicial decisions, and changes thereto, that could restrict our ability to operate our business as we currently do or impact our competitive landscape.” We expect to periodically evaluate the carrying value of our Indian assets, which may result in the realization of additional impairment expense or other similar charges. For more information, please see Item 7 of the 2019 Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

As further set forth under the caption “Risk Factors” in Part I, Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, the recent coronavirus (“COVID-19”) pandemic, as well as the response to mitigate its spread and effects, may adversely impact us and our tenants and the demand for our communications sites in the United States and globally. We have taken a variety of actions to ensure the continued availability of our communications sites, while ensuring the safety and security of our employees, tenants, vendors and communities. These measures include providing support for our tenants remotely, requiring work-from-home arrangements and travel restrictions for our employees where practicable and other modifications to our business practices. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, tenants and business partners.

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 from changes in foreign currency exchange rates in the current period, as compared to the three months ended March 31, 2019, on our consolidated revenue and operating profit was approximately $48 million and $26 million, respectively. If exchange rates continue at their current levels, 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 of COVID-19, the degree of success of actions taken to contain or treat COVID-19 and the reactions by consumers, companies, governmental entities and capital markets to such actions.

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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.

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Results of Operations

Three Months Ended March 31, 2020 and 2019

(in millions, except percentages)

Revenue

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Property
U.S.	$	1,089.9	$	986.3	11	%
Asia	286.6		288.9		(1)
Africa	225.5		144.0		57
Europe	34.5		33.5		3
Latin America	336.7		333.3		1
Total property	1,973.2		1,786.0		10
Services	19.9		27.4		(27)
Total revenues	$	1,993.1	$	1,813.4	10	%

Three Months Ended March 31, 2020

U.S. property segment revenue growth of $103.6 million was attributable to:

• Tenant billings growth of $57.1 million, which was driven by:

• $43.4 million due to leasing additional space on our sites (“colocations”) and amendments;

• $12.3 million from contractual escalations, net of churn; and

• $4.1 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);

• Partially offset by a decrease of $2.7 million from other tenant billings; and

• An increase of $46.5 million in other revenue, which includes a $51.4 million increase due to straight-line accounting.

Asia property segment revenue decrease of $2.3 million was attributable to:

• A decrease of $4.6 million in other revenue;

• Partially offset by pass-through revenue growth of $3.8 million and an increase in tenant billings of $4.6 million, which was driven by:

• $19.5 million due to colocations and amendments; and

• $5.5 million generated from newly acquired or constructed sites;

• Partially offset by:

▪A decrease of $20.2 million resulting from churn in excess of contractual escalations; and

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

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

Africa property segment revenue growth of $81.5 million was attributable to:

• Tenant billings growth of $61.2 million, which was driven by:

• $51.5 million generated from newly acquired or constructed sites, primarily due to the Eaton Towers Acquisition; 

• $5.0 million due to colocations and amendments;

• $3.9 million from contractual escalations, net of churn; and

• $0.8 million from other tenant billings;

• An increase in pass-through revenue of $20.2 million; and

• An increase of $6.9 million in other revenue.

Segment revenue growth includes a decrease of $6.8 million attributable to the negative impact of foreign currency translation, which included, among others, $3.2 million related to fluctuations in Ghanaian Cedi and $2.8 million related to fluctuations in South African Rand.

Europe property segment revenue growth of $1.0 million was attributable to:

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• An increase of $1.3 million in other revenue;

• Tenant billings growth of $0.6 million, which was driven by:

• $0.9 million due to colocations and amendments; and

• $0.1 million generated from newly acquired or constructed sites; 

• Partially offset by a decrease of $0.4 million from contractual escalations, net of churn; and

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

Segment revenue growth includes a decrease of $1.0 million attributable to the negative impact of foreign currency translation related to fluctuations in the Euro (“EUR”).

Latin America property segment revenue growth of $3.4 million was attributable to:

• Tenant billings growth of $27.7 million, which was driven by:

• $11.1 million generated from newly acquired or constructed sites, primarily due to the transaction in Chile and Peru with Entel PCS Telecomunicaciones S.A. and Entel Peru S.A. (the “Entel Acquisition”);

• $10.4 million due to colocations and amendments;

• $5.5 million from contractual escalations, net of churn; and

• $0.7 million from other tenant billings;

• Pass-through revenue growth of $10.2 million; and

• A decrease of $0.6 million in other revenue.

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

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

Gross Margin

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Property
U.S.	$	899.9	$	795.0	13	%
Asia	122.6		110.9		11
Africa	147.8		90.5		63
Europe	27.9		27.3		2
Latin America	231.5		229.9		1
Total property	1,429.7		1,253.6		14
Services	12.3		17.3		(29)	%

Three Months Ended March 31, 2020

•The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above and a decrease in direct expenses of $1.3 million.

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

•The increase in Africa property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $24.2 million, primarily due to the Eaton Towers Acquisition, which also included a benefit of $2.4 million attributable to the impact of foreign currency translation on direct expenses.

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•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 $0.4 million, which also included a benefit of $0.2 million attributable to the impact of foreign currency translation on direct expenses.

•The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $1.8 million, primarily due to the Entel Acquisition, which also included a benefit of $11.6 million attributable to the impact of foreign currency translation on direct expenses.

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

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

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Property
U.S.	$	42.0	$	41.7	1	%
Asia	32.6		26.6		23
Africa	17.1		13.2		30
Europe	5.5		5.2		6
Latin America	26.6		27.7		(4)
Total property	123.8		114.4		8
Services	3.5		3.4		3
Other	90.5		80.3		13
Total selling, general, administrative and development expense	$	217.8	$	198.1	10	%

Three Months Ended March 31, 2020

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

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

•Services segment SG&A was relatively consistent year over year.

•The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $5.2 million and an in increase in corporate SG&A.

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Operating Profit

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Property
U.S.	$	857.9	$	753.3	14	%
Asia	90.0		84.3		7
Africa	130.7		77.3		69
Europe	22.4		22.1		1
Latin America	204.9		202.2		1
Total property	1,305.9		1,139.2		15
Services	8.8		13.9		(37)	%

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

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

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

Depreciation, Amortization and Accretion

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Depreciation, amortization and accretion	$	472.3	$	436.9	8	%

The increase in depreciation, amortization and accretion expense for the three months ended March 31, 2020 was primarily attributable to the acquisition, lease or construction of new sites since the beginning of the prior-year period, including the Eaton Towers Acquisition and the Entel Acquisition, which resulted in increases in property and equipment and intangible assets subject to amortization.

Other Operating Expenses

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Other operating expenses	$	14.2	$	20.1	(29)	%

The decrease in other operating expenses during the three months ended March 31, 2020 was primarily attributable to a decrease of $12.2 million in impairment charges and losses on sales or disposals of assets, which was partially offset by an increase in acquisition related costs of $8.1 million, primarily attributable to the Eaton Towers Acquisition. Other one-time items in the current year substantially offset a one-time credit related to a pre-acquisition contingency in France in the prior-year period.

Total Other Expense

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Total other expense	$	297.1	$	173.3	71	%

Total other expense consists primarily of interest expense and realized and unrealized foreign currency gains and losses. We record unrealized foreign currency gains or losses as a result of foreign currency exchange rate fluctuations primarily associated with our intercompany notes and similar unaffiliated balances denominated in a currency other than the subsidiaries’ functional currencies.

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The increase in total other expense during the three months ended March 31, 2020 was due to foreign currency losses of $65.5 million in the current period, compared to foreign currency gains of $20.1 million in the prior-year period, and a loss on the retirement of long-term obligations of $34.6 million, attributable to the retirement of the 5.900% senior unsecured notes due 2021 (the “5.900% Notes”) during the period.

Income Tax Provision

	Three Months Ended March 31,						Percent Increase (Decrease)
	2020			2019
Income tax provision	$	21.1		$	34.0		(38)	%
Effective tax rate	4.8		%	7.7		%

As a real estate investment trust for U.S. federal income tax purposes (“REIT”), we may deduct earnings distributed to stockholders against the income generated by our REIT operations. In addition, we are able to offset certain income by utilizing our net operating losses (“NOLs”), subject to specified limitations. Consequently, the effective tax rate on income from continuing operations for the three months ended March 31, 2020 and 2019 differs from the federal statutory rate.

The decrease in the income tax provision was primarily attributable to realized foreign exchange losses during the three months ended March 31, 2020 and the nonrecurrence of a one-time true up adjustment during the three months ended March 31, 2019.

Net Income/Adjusted EBITDA and Net Income/Nareit FFO/Consolidated AFFO 

	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Net income	$	418.6	$	407.6	3	%
Income tax provision	21.1		34.0		(38)
Other expense (income)	63.8		(21.9)		(391)
Loss on retirement of long-term obligations	34.6		0.1		34,500
Interest expense	208.8		207.5		1
Interest income	(10.1)		(12.4)		(19)
Other operating expenses	14.2		20.1		(29)
Depreciation, amortization and accretion	472.3		436.9		8
Stock-based compensation expense	47.7		42.5		12
Adjusted EBITDA	$	1,271.0	$	1,114.4	14	%

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	Three Months Ended March 31,				Percent Increase (Decrease)
	2020		2019
Net income	$	418.6	$	407.6	3	%
Real estate related depreciation, amortization and accretion	419.5		388.5		8
Losses from sale or disposal of real estate and real estate related impairment charges (1)	7.5		19.1		(61)
Adjustments for unconsolidated affiliates and noncontrolling interests	(26.4)		(45.6)		(42)
Nareit FFO attributable to American Tower Corporation common stockholders	$	819.2	$	769.6	6	%
Straight-line revenue	(56.2)		(5.3)		960
Straight-line expense	12.7		9.2		38
Stock-based compensation expense	47.7		42.5		12
Deferred portion of income tax	(14.0)		(2.9)		383
Non-real estate related depreciation, amortization and accretion	52.8		48.4		9
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges	7.9		6.4		23
Payment of shareholder loan (2)	(63.3)		—		100
Other expense (income) (3)	63.8		(21.9)		(391)
Loss on retirement of long-term obligations	34.6		0.1		34,500
Other operating expense (4)	6.7		1.0		570
Capital improvement capital expenditures	(30.3)		(28.2)		7
Corporate capital expenditures	(1.4)		(3.4)		(59)
Adjustments for unconsolidated affiliates and noncontrolling interests	26.4		45.6		(42)
Consolidated AFFO	$	906.6	$	861.1	5	%
Adjustments for unconsolidated affiliates and noncontrolling interests (5)	38.8		(43.3)		(190)	%
AFFO attributable to American Tower Corporation common stockholders	$	945.4	$	817.8	16	%

_______________

(1) Included in these amounts are impairment charges of $3.7 million and $18.1 million, respectively.

(2) Relates to the payment of capitalized interest associated with the acquisition of MTN Group Limited’s (“MTN”) redeemable noncontrolling interests in each of our joint ventures in Ghana and Uganda (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). This long-term deferred interest was previously expensed but excluded from Consolidated AFFO.

(3) Includes losses (gains) on foreign currency exchange rate fluctuations of $65.5 million and ($20.1) million, respectively.

(4) Primarily includes acquisition-related costs and integration costs. 

(5) Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO. 

The increase in net income for the three months ended March 31, 2020 was primarily due to an increase in our operating profit, partially offset by increases in other expenses, primarily attributable to net foreign currency losses in the current period compared to net foreign currency gains in the prior period, a loss on retirement of long-term obligations of $34.6 million during the current period, attributable to the repayment of the 5.900% Notes, and an increase in depreciation, amortization and accretion expense.

The increases in Adjusted EBITDA for the three months ended March 31, 2020 were primarily attributable to the increases in our gross margin partially offset by increases in SG&A, excluding the impact of stock-based compensation expense, of $14.5 million.

The growth in Consolidated AFFO and AFFO attributable to American Tower Corporation common stockholders for the three months ended March 31, 2020 was primarily attributable to the increases in our operating profit, excluding the impact of straight-line accounting, which was partially offset by an increase in cash paid for interest, including previously deferred interest associated with the shareholder loan. AFFO attributable to American Tower Corporation common stockholders was also benefited by positive adjustments for unconsolidated affiliates and noncontrolling interests.

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Liquidity and Capital Resources

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

Overview

As a holding company, our cash flows are derived primarily from the operations of, and distributions from, our operating subsidiaries or funds raised through borrowings under our credit facilities and debt or equity offerings.

The following table summarizes the significant components of our liquidity (in millions):

	As of March 31, 2020
Available under the 2019 Multicurrency Credit Facility	$	2,034.6
Available under the 2019 Credit Facility	835.0
Letters of credit	(9.9)
Total available under credit facilities, net	$	2,859.7
Cash and cash equivalents	1,326.0
Total liquidity	$	4,185.7

Subsequent to March 31, 2020, we made net repayments of $710.0 million under our $2.25 billion senior unsecured revolving credit facility, as amended and restated in December 2019 (the “2019 Credit Facility”), including repayments of $1.17 billion using proceeds from the April 2020 Term Loan (as defined below).

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

	Three Months Ended March 31,
	2020		2019
Net cash provided by (used for):
Operating activities	$	800.0	$	785.1
Investing activities	(253.4)		(323.3)
Financing activities	(606.0)		(650.4)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(118.3)		(16.6)
Net decrease in cash and cash equivalents, and restricted cash	$	(177.7)	$	(205.2)

We use our cash flows to fund our operations and investments in our business, including tower maintenance and improvements, communications site construction, managed network installations and tower and land acquisitions. Additionally, we use our cash flows to make distributions, including distributions of our REIT taxable income to maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We may also repay or repurchase our existing indebtedness or equity from time to time. We typically fund our international expansion efforts primarily through a combination of cash on hand, intercompany debt and equity contributions.

In April 2019, Tata Teleservices Limited and Tata Sons Limited, two of our minority holders in India, delivered notice of exercise of their put options with respect to their remaining combined holdings in our Indian subsidiary, ATC Telecom Infrastructure Private Limited (“ATC TIPL”) (see note 10 to our consolidated and condensed consolidated financial statements included in this Quarterly Report). Accordingly, we expect to pay an amount equivalent to INR 24.8 billion (approximately $328.0 million at the March 31, 2020 exchange rate) to redeem the put shares in 2020, subject to regulatory approval.

As of March 31, 2020, we had total outstanding indebtedness of $24.7 billion, with a current portion of $2.6 billion. During the three months ended March 31, 2020, we generated sufficient cash flow from operations, together with borrowings under our credit facilities and cash on hand, to fund our capital expenditures and debt service obligations, as well as our required distributions. We believe cash generated by operating activities during the year ending December 31, 2020, together with our borrowing capacity under our credit facilities and cash on hand, will be sufficient to fund our required distributions, capital expenditures, debt service obligations (interest and principal repayments) and signed acquisitions. As of March 31, 2020, we had $1.1 billion of cash and cash equivalents held by our foreign subsidiaries, of which $312.5 million was held by our joint ventures. While certain subsidiaries may pay us interest or

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

Cash Flows from Operating Activities

The increase in cash provided by operating activities for the three months ended March 31, 2020 was attributable to an increase in the operating profit of our property segments which was offset by an increase in cash used for working capital and deferred rent balances. The increase in cash used for working capital was primarily attributable to an increase in accounts receivable.

Cash Flows from Investing Activities

Our significant investing activities during the three months ended March 31, 2020 are highlighted below:

•We spent $49.3 million for acquisitions.

•We spent $225.1 million for capital expenditures, as follows (in millions):

Discretionary capital projects (1)	$	87.2
Ground lease purchases (2)	32.6
Capital improvements and corporate expenditures (3)	31.7
Redevelopment	51.0
Start-up capital projects	22.6
Total capital expenditures (4)	$	225.1

_______________

(1)Includes the construction of 1,008 communications sites globally.

(2)Includes $10.7 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.

(3)Includes $2.0 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.

(4)Net of purchase credits of $2.0 million on certain assets, which are recorded in investing activities in our condensed consolidated statements of cash flows.

We plan to continue to allocate our available capital, after satisfying our distribution requirements, among investment alternatives that meet our return on investment criteria, while maintaining our commitment to our long-term financial policies. Accordingly, we expect to continue to deploy capital through our annual capital expenditure program, including land purchases and new site construction, and through acquisitions. We also regularly review our tower portfolios as to capital expenditures required to upgrade our towers to our structural standards or address capacity, structural or permitting issues. 

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

Discretionary capital projects (1)	$	360	to	$	390
Ground lease purchases	175		to	185
Capital improvements and corporate expenditures	155		to	175
Redevelopment	230		to	250
Start-up capital projects	130		to	150
Total capital expenditures	$	1,050	to	$	1,150

_______________

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

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Cash Flows from Financing Activities

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

	Three Months Ended March 31,
	2020		2019
Proceeds from issuance of senior notes, net	$	1,496.0	$	1,241.6
Proceeds from credit facilities, net	86.8		465.0
Proceeds from term loan	750.0		1,300.0
Repayments of term loan	(1,000.0)		(1,500.0)
Repayments of senior notes	(500.0)		(1,000.0)
Distributions to noncontrolling interest holders, net	(13.5)		(13.8)
Purchase of redeemable noncontrolling interest (1)	(524.4)		(425.7)
Distributions paid on common stock	(454.9)		(377.1)
Purchases of common stock	(39.7)		—

___________

(1) During the three months ended March 31, 2020, we completed the acquisition of MTN’s 49% redeemable noncontrolling interests in each of the our joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, including an adjustment of $1.4 million. In the fourth quarter of 2018, two of our minority holders in India delivered notice of exercise of their put options with respect to certain shares in our Indian subsidiary, ATC TIPL. During the three months ended March 31, 2019, we completed the redemption of the put shares for total consideration of INR 29.4 billion ($425.7 million at the date of redemption).

Senior Notes

Repayments of Senior Notes

Repayment of 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 repayment, none of the 5.900% Notes remained outstanding.

Notice of Redemption of 2.800% Senior Notes—On April 9, 2020, we delivered notice of our election to call for redemption all of our outstanding 2.800% senior unsecured notes due 2020 (the “2.800% Notes”). We intend to redeem the 2.800% Notes at a price equal to the principal amount of the 2.800% Notes, together with accrued interest, if any, up to, but excluding, the redemption date, which has been set for May 11, 2020.

Offerings of Senior Notes

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

The 2.400% Notes will mature on March 15, 2025 and bear interest at a rate of 2.400% per annum. The 2.900% Notes will mature on January 15, 2030 and bear interest at a rate of 2.900% per annum. Accrued and unpaid interest on the 2.400% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020. Accrued and unpaid interest on the 2.900% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

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

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Bank Facilities

2019 Multicurrency Credit Facility—During the three months ended March 31, 2020, we borrowed an aggregate of 875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $700.0 million of revolving indebtedness under our $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”). We used the borrowings to repay existing indebtedness and for general corporate purposes. We currently have $3.8 million of undrawn letters of credit and maintain the ability to draw down and repay amounts under the 2019 Multicurrency Credit Facility in the ordinary course.

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

2020 Term Loan—On February 13, 2020, we entered into the 2020 Term Loan, the net proceeds of which were used, together with 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.

As of March 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, our $1.0 billion unsecured term loan, as amended and restated in December 2019 (the “2019 Term Loan”), and the 2020 Term Loan were as follows:

Bank Facility (1)	Outstanding Principal Balance ($ in millions)			Maturity Date		LIBOR borrowing interest rate range (2)	Base rate borrowing interest rate range (2)		Current margin over LIBOR and the base rate, respectively
2019 Multicurrency Credit Facility	$	965.4	(3)	June 28, 2023	(4)	0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2019 Credit Facility	$	1,415.0		January 31, 2025	(4)	0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2019 Term Loan	$	1,000.0		January 31, 2025		0.875% - 1.750%	0.000% - 0.750%		1.125% and 0.125%
2020 Term Loan	$	750.0		February 12, 2021		0.65%	0.00	%	0.65% and 0.00%

___________

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

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

(3) Reflects borrowings denominated in EUR.

(4) Subject to two optional renewal periods.

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

April 2020 Term Loan—On April 3, 2020, we entered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity.

The 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan, the 2020 Term Loan and the April 2020 Term Loan do not require amortization of principal and may be paid prior to maturity in whole or in part at our option without penalty or premium. We have the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under these bank facilities.

The loan agreements for each of the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan, the 2020 Term Loan and the April 2020 Term Loan contain certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which we must comply. Failure to comply with the financial and operating covenants of the loan agreements could not only prevent us from being able to borrow additional funds under the revolving credit facilities, but may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

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

During the three months ended March 31, 2020, we repurchased 213,352 shares of our common stock under the 2011 Buyback for an aggregate of $45.1 million (of which $5.4 million was accrued as of March 31, 2020). During the three months ended March 31, 2020, there were no repurchases under the 2017 Buyback.

We expect to continue managing the pacing of the remaining approximately $2.0 billion (as of April 22, 2020) under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the Buyback Programs are subject to, among other things, us having available cash to fund repurchases.

Sales of Equity Securities—We receive proceeds from sales of our equity securities pursuant to our employee stock purchase plan and upon exercise of stock options granted under our equity incentive plan. For the three months ended March 31, 2020, we received an aggregate of $11.1 million in proceeds upon exercises of stock options.

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 $7.9 billion to our common stockholders, including the dividend paid in January 2020, primarily classified as ordinary income that may be treated as qualified REIT dividends under Section 199A of the Code for taxable years ending after 2017 and before 2026.

During the three months ended March 31, 2020, we paid $1.01 per share, or $447.3 million, to common stockholders of record. In addition, we declared a distribution of $1.08 per share, or $478.8 million, paid on April 29, 2020 to our common stockholders of record at the close of business on April 14, 2020.

The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will depend on various factors, a number of which may be beyond our control, including our financial condition and operating cash flows, the amount required to maintain our qualification for taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt and preferred equity instruments, our ability to utilize NOLs to offset our distribution requirements, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries and other factors that our Board of Directors may deem relevant.

We accrue distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2020, the amount accrued for distributions payable related to unvested restricted stock units was $8.6 million. During the three months ended March 31, 2020, we paid $7.6 million of distributions upon the vesting of restricted stock units.

Factors Affecting Sources of Liquidity 

As discussed in the “Liquidity and Capital Resources” section of the 2019 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 Multicurrency Credit Facility, the 2019 Credit Facility, the 2019 Term Loan, the 2020 Term Loan and the April 2020 Term Loan contain certain financial and operating covenants and other restrictions applicable to us and our subsidiaries that are not designated as unrestricted subsidiaries on a consolidated basis. These restrictions include limitations on additional debt, distributions and dividends, guaranties, sales of assets and liens. The loan agreements also contain covenants that establish financial tests with which we and our restricted subsidiaries must comply related to total leverage and senior secured leverage, as set forth in the table below. As of March 31, 2020, we were in compliance with each of these covenants.

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		Compliance Tests For The 12 Months Ended March 31, 2020 ($ in billions)
	Ratio (1)	Additional Debt Capacity Under Covenants (2)	Capacity for Adjusted EBITDA Decrease Under Covenants (3)
Consolidated Total Leverage Ratio	Total Debt to Adjusted EBITDA ≤ 6.00:1.00	~ $6.0	~ $1.0
Consolidated Senior Secured Leverage Ratio	Senior Secured Debt to Adjusted EBITDA ≤ 3.00:1.00	~ $12.3 (4)	~ $4.1

_______________

(1) Each component of the ratio as defined in the applicable loan agreement.

(2) Assumes no change to Adjusted EBITDA.

(3) Assumes no change to our debt levels.

(4) Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.

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

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

Restrictions Under Agreements Relating to the 2015 Securitization and the Trust Securitizations—The indenture and related supplemental indentures governing the American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”) and the American Tower Secured Revenue Notes, Series 2015-2, Class A (the “Series 2015-2 Notes,” and, together with the Series 2015-1 Notes, the “2015 Notes”) issued by GTP Acquisition Partners I, LLC (“GTP Acquisition Partners”) in a private securitization transaction in May 2015 (the “2015 Securitization”) and the loan agreement related to the securitization transactions completed in March 2013 (the “2013 Securitization”) and March 2018 (the “2018 Securitization” and, together with the 2013 Securitization, the “Trust Securitizations”) include certain financial ratios and operating covenants and other restrictions customary for transactions subject to rated securitizations. Among other things, GTP Acquisition Partners and American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”) are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets, subject to customary carve-outs for ordinary course trade payables and permitted encumbrances (as defined in the applicable agreement).

Under the agreements, amounts due will be paid from the cash flows generated by the assets securing the 2015 Notes or the assets securing the nonrecourse loan that secures the Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”), Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”), and the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in the Trust Securitizations (the “Loan”), as applicable, which must be deposited into certain reserve accounts, and thereafter distributed, solely pursuant to the terms of the applicable agreement. On a monthly basis, after payment of all required amounts under the applicable agreement, subject to the conditions described in the table below, the excess cash flows generated from the operation of such assets are released to GTP Acquisition Partners or the AMT Asset Subs, as applicable, which can then be distributed to, and used by, us. As of March 31, 2020, $66.9 million held in such reserve accounts was classified as restricted cash.

Certain information with respect to the 2015 Securitization and the Trust Securitizations is set forth below. The debt service coverage ratio (“DSCR”) is generally calculated as the ratio of the net cash flow (as defined in the applicable agreement) to the amount of interest, servicing fees and trustee fees required to be paid over the succeeding 12 months on the principal amount of the 2015 Notes or the Loan, as applicable, that will be outstanding on the payment date following such date of determination.

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	Issuer or Borrower	Notes/Securities Issued	Conditions Limiting Distributions of Excess Cash		Excess Cash Distributed During the Three Months Ended March 31, 2020	DSCR as of March 31, 2020	Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)	Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
			Cash Trap DSCR	Amortization Period
					(in millions)		(in millions)	(in millions)
2015 Securitization	GTP Acquisition Partners	American Tower Secured Revenue Notes, Series 2015-1 and Series 2015-2	1.30x, Tested Quarterly (2)	(3)(4)	$59.2	9.98x	$231.8	$235.8
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)	$73.9	11.26x	$595.1	$604.1

_______________

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

(2) Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower. 

(3) An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.

(4) No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.

(5) An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.

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

As discussed above, we use our available liquidity and seek new sources of liquidity to fund capital expenditures, future growth and expansion initiatives, satisfy our distribution requirements and repay or repurchase our debt. If we determine that it is desirable or necessary to raise additional capital, we may be unable to do so, or such additional financing may

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be prohibitively expensive or restricted by the terms of our outstanding indebtedness. Additionally, as further discussed under the caption “Risk Factors” in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, extreme market volatility and disruption caused by the COVID-19 pandemic may impact our ability to raise additional capital through debt financing activities or our ability to repay or refinance maturing liabilities, or impact the terms of any new obligations. If we are unable to raise capital when our needs arise, we may not be able to fund capital expenditures, future growth and expansion initiatives, satisfy our REIT distribution requirements and debt service obligations, or refinance our existing indebtedness.

In addition, our liquidity depends on our ability to generate cash flow from operating activities. As set forth under the caption “Risk Factors” in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report, we derive a substantial portion of our revenues from a small number of tenants and, consequently, a failure by a significant tenant to perform its contractual obligations to us could adversely affect our cash flow and liquidity.

For more information regarding the terms of our outstanding indebtedness, please see note 8 to our consolidated financial statements included in the 2019 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 Form 10-K. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have reviewed our policies and estimates to determine our critical accounting policies for the three months ended March 31, 2020. We have made no material changes to the critical accounting policies described in the 2019 Form 10-K.

In October 2019, the Indian Supreme Court issued a ruling regarding the definition of adjusted gross revenue (“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. 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 $1,045.2 million as of March 31, 2020, which represents 12% of our consolidated balance of $8,485.7 million. Additionally, a significant reduction in tenant related cash flows in India could also impact our tower portfolio and network location intangibles. The carrying values of our tower portfolio and network location intangibles in India were $998.5 million and $446.9 million, respectively, as of March 31, 2020, which represent 13% and 15% of our consolidated balances of $7,458.1 million and $3,028.2 million, respectively.

During the three months ended March 31, 2020, no potential goodwill impairment was identified as the fair value of each of our reporting units was in excess of its carrying amount. The fair value of our India reporting unit, which is based on the present value of forecasted future value cash flows (the income approach) exceeded the carrying value by approximately 8%. Key assumptions include future revenue growth rates and operating margins, capital expenditures, terminal period growth rate and the weighted-average cost of capital, which were determined considering historical data and current assumptions related to the impacts of the carrier consolidation, 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 three months ended March 31, 2020. Events that could negatively affect our India reporting unit’s financial results include increased customer attrition exceeding our

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forecast resulting from the ongoing carrier consolidation, carrier tenant bankruptcies and other factors set forth under the caption “Risk Factors” in Item 1A of the 2019 Form 10-K, as updated in Part II, Item 1A of this Quarterly Report.

The carrying value of goodwill in the India reporting unit was $1.0 billion as of March 31, 2020, which represents 16% of our consolidated balance of $5.9 billion.

Accounting Standards Update

For a discussion of recent accounting standards updates, see note 1 to our consolidated and condensed consolidated financial statements included in this Quarterly Report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of March 31, 2020, we have one interest rate swap agreement related to debt in Colombia. This swap has been designated as a cash flow hedge, has a notional amount of $12.9 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 March 31, 2020 consisted of $965.4 million under the 2019 Multicurrency Credit Facility, $1.4 billion under the 2019 Credit Facility, $1.0 billion under the 2019 Term Loan, $750.0 million under the 2020 Term Loan, $600.0 million under the interest rate swap agreements related to the 2.250% Notes, $500.0 million under the interest rate swap agreements related to the 3.000% Notes, $12.1 million under the South African credit facility, $4.3 million under the Colombian credit facility after giving effect to our interest rate swap agreement and $57.3 million under the debt we assumed in connection with the Eaton Towers Acquisition. A 10% increase in current interest rates would result in an additional $2.2 million of interest expense for the three months ended March 31, 2020.

Foreign Currency Risk

We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures internationally. Any transaction denominated in a currency other than the U.S. Dollar is reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. We may enter into additional foreign currency financial instruments in anticipation of future transactions to minimize the impact of foreign currency exchange rate fluctuations. For the three months ended March 31, 2020, 44% of our revenues and 52% of our total operating expenses were denominated in foreign currencies.

As of March 31, 2020, we have incurred intercompany debt that is not considered to be permanently reinvested and similar unaffiliated balances that were denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. An adverse change of 10% in the underlying exchange rates of our unsettled intercompany debt and similar unaffiliated balances would result in $106.7 million of unrealized losses that would be included in Other expense in our consolidated statements of operations for the three months ended March 31, 2020.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective as of March 31, 2020 and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

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 March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As permitted by the rules and regulations of the Securities and Exchange Commission, we excluded from our assessment the internal control over financial reporting at Eaton Towers which we acquired on December 31, 2019, for the year ended December 31, 2019. We consider Eaton Towers material to our results of operations, financial position and cash flows, and we are in the process of integrating the internal control procedures of Eaton Towers into our internal control structure.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We have updated certain risk factors as set forth below. Other than as set forth below, there were no material changes to the risk factors disclosed in Item 1A of the 2019 Form 10-K.

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

A significant reduction in leasing demand for our communications infrastructure would materially and adversely affect our business, results of operations or financial condition. Factors that may affect such demand include:

•increased mergers, consolidations or exits that reduce the number of wireless service providers or increased use of network sharing among governments or wireless service providers;

•the financial condition of wireless service providers, including as a result of the COVID-19 pandemic;

•zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;

•governmental licensing of spectrum or restriction or revocation of our tenants’ spectrum licenses;

•a decrease in consumer demand for wireless services, including due to general economic conditions, disruption in the financial and credit markets or global social, political or health crises, such as the adverse impact of the COVID-19 pandemic on the global economy and markets;

•the ability and willingness of wireless service providers to maintain or increase capital expenditures on network infrastructure;

•delays or changes in the deployment of next generation wireless technologies; and

•technological changes.

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

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

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

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

In addition, many of our tenants and potential tenants rely on capital raising activities to fund their operations and capital expenditures, which may be more difficult or expensive in the event of downturns in the economy or disruptions in the

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financial and credit markets, such as the current environment driven by the significant disruptions caused by the COVID-19 pandemic. If our tenants or potential tenants are unable to raise adequate capital to fund their business plans or face capital constraints, they may reduce their spending, file for bankruptcy or reduce or terminate operations, which could materially and adversely affect demand for our communications sites and our services business.

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

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

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

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

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

Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.

Our international business operations and our potential expansion into additional new markets in the future expose us to potential adverse financial and operational problems not typically experienced in the United States. We anticipate that

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revenues from our international operations will continue to grow. Accordingly, our business is subject to risks associated with doing business internationally, including:

•uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications sites or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay;

•failure to retain our tax status or to obtain an expected tax status for which we have applied;

•expropriation or governmental regulation restricting foreign ownership or requiring reversion or divestiture;

•laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;

•changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;

•changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites;

•actions restricting or revoking our tenants’ spectrum licenses, or alterations or interpretations thereof, or suspending or terminating business under prior licenses;

•failure to comply with anti-bribery laws such as the Foreign Corrupt Practices Act or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements;

•failure to comply with data privacy laws or other protections of employee health and personal information;

•material site issues related to security, fuel availability and reliability of electrical grids;

•significant increases in, or implementation of new, license surcharges on our revenue;

•loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and

•price-setting or other similar laws or regulations for the sharing of passive infrastructure.

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

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

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

As we continue to acquire and build communications sites and other communications infrastructure assets in our existing markets and expand into new markets, we are subject to a number of risks and uncertainties, including not meeting our return on investment criteria and financial objectives, increased costs, assumed liabilities and the diversion of managerial attention. Achieving the benefits of acquisition and innovation activities depends in part on timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Integration may be difficult and unpredictable for many reasons, including, among other things, portfolios without requisite permits, differing systems, cultural differences, conflicting policies, procedures and operations. Additionally, temporary business closures and social distancing measures in response to COVID-19 may have a negative impact on the timely and efficient integration of operations, telecommunications infrastructure assets and personnel. Our expansion and innovation initiatives could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects of and restrictions in response to the COVID-19 pandemic in any of our markets. Significant acquisition-related integration costs, including certain nonrecurring charges such as costs associated with onboarding employees, integrating information technology systems, acquiring permits and visiting, inspecting, engineering and upgrading tower sites or

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related communications infrastructure assets, could materially and adversely affect our results of operations in the period in which such charges are recorded or our cash flow in the period in which any related costs are actually paid. Some of our acquired tower portfolios have included sites that do not meet our structural specifications, including sites that may be overburdened. In these cases, in addition to additional capital expenditures, general liability risks associated with such towers will exist until such time as those towers are upgraded or otherwise remedied. In addition, integration may significantly burden management and internal resources, including through the potential loss or unavailability of key personnel. If we fail to successfully integrate the assets we acquire or fail to utilize such assets to their full capacity, we may not realize the benefits we expect from our acquired portfolios, and our business, financial condition and results of operations may be adversely affected. Our international expansion initiatives are subject to additional risks such as those described above.

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

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

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

Our leverage and debt service obligations could have significant negative consequences to our business, results of operations or financial condition, including:

•requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions;

•impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured;

•limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets; and

•limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.

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

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

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

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

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

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

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

During the three months ended March 31, 2020, we repurchased a total of 213,352 shares of our common stock for an aggregate of $45.1 million, including commissions and fees, pursuant to the 2011 Buyback. We had no repurchases under the 2017 Buyback. The table below sets forth details of our repurchases during the three months ended March 31, 2020.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
					(in millions)
January 1, 2020 - January 31, 2020	—	$	—	—	$	92.4
February 1, 2020 - February 29, 2020	—	$	—	—	$	92.4
March 1, 2020 - March 31, 2020	213,352	$	211.45	213,352	$	47.3
Total First Quarter	213,352	$	211.45	213,352	$	47.3

_______________

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(1) Repurchases made pursuant to the 2011 Buyback. Under this program, our management is authorized to purchase shares from time to time

through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we make purchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. This program may be discontinued at any time.

(2) Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.

(3) Remaining under the 2011 Buyback.

We continued to repurchase shares of our common stock pursuant to the 2011 Buyback subsequent to March 31, 2020. Between April 1, 2020 and April 22, 2020, we repurchased an additional 48,251 shares of our common stock for an aggregate of $10.3 million, including commissions and fees. As a result, as of April 29, 2020, we had repurchased a total of 14.4 million shares of our common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees.

We expect to continue to manage the pacing of the remaining approximately $2.0 billion under the Buyback Programs in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the 2011 Buyback and the 2017 Buyback are subject to our having available cash to fund repurchases.

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ITEM 6. EXHIBITS

		Incorporated By Reference
Exhibit No.	Description of 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. 3, dated as of January 10, 2020, to Indenture dated as of June 4, 2019, by and between American Tower Corporation and U.S. Bank National Association, as Trustee, for the 2.400% Senior Notes due 2025 and the 2.900% Senior Notes due 2030	8-K	001-14195	January 10, 2020	4.1
10.1	Term Loan Agreement, dated February 13, 2020, among the Company, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, PNC Bank, National Association, TD Securities (USA) LLC and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as Co-Syndication Agents and The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, PNC Capital Markets LLC, TD Securities (USA) LLC and BBVA Securities Inc., as Joint Lead Arrangers and Joint Bookrunners	10-K	001-14195	February 25, 2020	10.32
10.2	Term Loan Agreement, dated as of April 3, 2020, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, Morgan Stanley MUFG Loan Partners, LLC and The Bank of Nova Scotia, as Co-Syndication Agents and TD Securities (USA) LLC, CoBank, ACB and Santander Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners	Filed herewith as Exhibit 10.2	—	—	—
10.3	Form of Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan, as amended	8-K	001-14195	April 16, 2020	10.1
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)	—	—	—	—

53

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN TOWER CORPORATION
Date: April 29, 2020	By:	/S/   RODNEY M . SMITH
		Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)

54

EX-10.2

Exhibit 10.2

EXECUTION COPY

TERM LOAN AGREEMENT

AMONG

AMERICAN TOWER CORPORATION,

AS BORROWER;

TORONTO DOMINION (TEXAS) LLC

AS ADMINISTRATIVE AGENT FOR THE LENDERS;

AND

THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR

AS LENDERS ON THE SIGNATURE PAGES HEREOF;

AND WITH

MORGAN STANLEY MUFG LOAN PARTNERS, LLC

AND

THE BANK OF NOVA SCOTIA

AS CO-SYNDICATION AGENTS;

AND

TD SECURITIES (USA) LLC

COBANK, ACB

and

SANTANDER BANK, N.A.

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

DATED AS OF APRIL 3, 2020

Table of Contents

		Page
ARTICLE 1 - DEFINITIONS			1
Section 1.1	Definitions		1
Section 1.2	Interpretation		18
Section 1.3	Cross References		18
Section 1.4	Accounting Provisions		18
Section 1.5	Divisions		18
ARTICLE 2 - LOANS			19
Section 2.1	The Term Loans		19
Section 2.2	Manner of Advance and Disbursement		19
Section 2.3	Interest		21
Section 2.4	Fees		22
Section 2.5	[Intentionally Omitted]		22
Section 2.6	Prepayments and Repayments		22
Section 2.7	Notes; Loan Accounts		22
Section 2.8	Manner of Payment		23
Section 2.9	Reimbursement		24
Section 2.10	Pro Rata Treatment		24
Section 2.11	Capital Adequacy		25
Section 2.12	Lender Tax Forms		26
Section 2.13	Incremental Term Loans		27
Section 2.14	Defaulting Lender		28
ARTICLE 3 - CONDITIONS PRECEDENT			28
Section 3.1	Conditions Precedent to Effectiveness of this Agreement		28
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES			29
Section 4.1	Representations and Warranties		30
Section 4.2	Survival of Representations and Warranties, Etc.		32
ARTICLE 5 - GENERAL COVENANTS			33
Section 5.1	Preservation of Existence and Similar Matters		33
Section 5.2	Compliance with Applicable Law		33
Section 5.3	Maintenance of Properties		33
Section 5.4	Accounting Methods and Financial Records		33
Section 5.5	Insurance		33
Section 5.6	Payment of Taxes and Claims		33
Section 5.7	Visits and Inspections		34
Section 5.8	Use of Proceeds		34
Section 5.9	Maintenance of REIT Status		34
Section 5.10	Senior Credit Facilities		34
ARTICLE 6 - INFORMATION COVENANTS			35

(i)

Section 6.1	Quarterly Financial Statements and Information	35
Section 6.2	Annual Financial Statements and Information	35
Section 6.3	Performance Certificates	36
Section 6.4	Copies of Other Reports	36
Section 6.5	Notice of Litigation and Other Matters	36
Section 6.6	Certain Electronic Delivery; Public Information	37
Section 6.7	Know Your Customer Information	38
Section 6.8	Additional Requested Information	38
ARTICLE 7 - NEGATIVE COVENANTS		38
Section 7.1	Indebtedness; Guaranties of the Borrower and its Subsidiaries	38
Section 7.2	Limitation on Liens	40
Section 7.3	Liquidation, Merger or Disposition of Assets	40
Section 7.4	Restricted Payments	41
Section 7.5	Senior Secured Leverage Ratio	42
Section 7.6	Total Borrower Leverage Ratio	42
Section 7.7	[Reserved]	42
Section 7.8	Affiliate Transactions	42
Section 7.9	Restrictive Agreements	42
Section 7.10	Use of Proceeds	43
ARTICLE 8 - DEFAULT		43
Section 8.1	Events of Default	43
Section 8.2	Remedies	46
Section 8.3	Payments Subsequent to Declaration of Event of Default	46
ARTICLE 9 - THE ADMINISTRATIVE AGENT		46
Section 9.1	Appointment and Authorization	46
Section 9.2	Rights as a Lender	47
Section 9.3	Exculpatory Provisions	47
Section 9.4	Reliance by Administrative Agent	48
Section 9.5	Resignation of Administrative Agent	48
Section 9.6	Non-Reliance on Administrative Agent and Other Lenders	49
Section 9.7	Indemnification	49
Section 9.8	No Responsibilities of the Agents	50
Section 9.9	Lender ERISA Matters	50
ARTICLE 10 - CHANGES IN CIRCUMSTANCES AFFECTING LIBOR ADVANCES AND INCREASED COSTS		50
Section 10.1	LIBOR Basis Determination Inadequate or Unfair	50
Section 10.2	Illegality	51
Section 10.3	Increased Costs and Additional Amounts	52
Section 10.4	Effect On Other Advances	54
Section 10.5	Claims for Increased Costs and Taxes; Replacement Lenders	55
ARTICLE 11 - MISCELLANEOUS		55
Section 11.1	Notices	55

(ii)

Section 11.2	Expenses	57
Section 11.3	Waivers	57
Section 11.4	Assignment and Participation	58
Section 11.5	Indemnity	62
Section 11.6	Counterparts	63
Section 11.7	Governing Law; Jurisdiction	63
Section 11.8	Severability	64
Section 11.9	Interest	64
Section 11.10	Table of Contents and Headings	64
Section 11.11	Amendment and Waiver	65
Section 11.12	Entire Agreement	66
Section 11.13	Other Relationships; No Fiduciary Relationships	66
Section 11.14	Directly or Indirectly	66
Section 11.15	Reliance on and Survival of Various Provisions	66
Section 11.16	Senior Debt	67
Section 11.17	Obligations	67
Section 11.18	Confidentiality	67
Section 11.19	USA PATRIOT ACT Notice	67
Section 11.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	68
Section 11.21	Right of Set-off	68
ARTICLE 12 - WAIVER OF JURY TRIAL		69
Section 12.1	Waiver of Jury Trial	69

SCHEDULES

Schedule 1	Commitments
Schedule 2	Existing ABS Facilities
Schedule 3	Subsidiaries on the Agreement Date
Schedule 4	Administrative Agent’s Office, Certain Notice Addresses

EXHIBITS

Exhibit A	Form of Request for Advance
Exhibit B	[Reserved]
Exhibit C	Form of Note
Exhibit D	Form of Loan Certificate
Exhibit E	Form of Performance Certificate
Exhibit F	Form of Assignment and Assumption

(iii)

TERM LOAN AGREEMENT

This Term Loan Agreement is made as of April 3, 2020, by and among AMERICAN TOWER CORPORATION, a Delaware corporation, as Borrower, TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, and the financial institutions whose names appear as lenders on the signature page hereof (together with any permitted successors and assigns of the foregoing).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:

ARTICLE 1 - DEFINITIONS

Section 1.1 Definitions. For the purposes of this Agreement:

“ABS Facility” shall mean one or more secured loans, borrowings or facilities that may be included in a commercial real estate securitization transaction.

“Acquisition” shall mean (whether by purchase, lease, exchange, issuance of stock or other equity or debt securities, merger, reorganization or any other method) (i) any acquisition by the Borrower or any of its Subsidiaries of any Person that is not a Subsidiary of the Borrower, which Person shall then become consolidated with the Borrower or such Subsidiary in accordance with GAAP; (ii) any acquisition by the Borrower or any of its Subsidiaries of all or any substantial part of the assets of any Person that is not a Subsidiary of the Borrower; (iii) any acquisition by the Borrower or any of its Subsidiaries of any business (or related contracts) primarily engaged in the tower, tower management or related businesses; or (iv) any acquisition by the Borrower or any of its Subsidiaries of any communications towers or communications tower sites.

“Adjusted EBITDA” shall mean, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Person’s (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not

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otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided, however, (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, “Adjusted EBITDA” shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, “Adjusted EBITDA” shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.

“Administrative Agent” shall mean Toronto Dominion (Texas) LLC, in its capacity as Administrative Agent for the Lenders, or any successor Administrative Agent appointed pursuant to Section 9.5 hereof.

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 4, or such other address or account as may be designated pursuant to the provisions of Section 11.1 hereof.

“Advance” shall mean, initially, the borrowing consisting of simultaneous Loans by the Lenders. After the Loans are outstanding, “Advance” shall mean the aggregate amounts advanced by the Lenders to the Borrower pursuant to Article 2 hereof and having the same Interest Rate Basis and Interest Period; and “Advances” shall mean more than one Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” shall have the meaning ascribed thereto in Section 10.5 hereof.

“Affiliate” shall mean, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such first Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agreement” shall mean this Term Loan Agreement, as amended, supplemented, restated or otherwise modified in writing from time to time.

“Agreement Date” shall mean April 3, 2020.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption.

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“Applicable Law” shall mean, in respect of any Person, all provisions of constitutions, statutes, treaties, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, including, without limiting the foregoing, the Licenses, the Communications Act, zoning ordinances and all environmental laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“Applicable Margin” shall mean the interest rate margin applicable to Base Rate Advances and LIBOR Advances, as the case may be, in each case determined in accordance with Section 2.3(f) hereof.

“Assignment and Assumption” shall mean an Assignment and Assumption agreement substantially in the form of Exhibit F attached hereto.

“Attributable Debt” in respect of any Sale and Leaseback Transaction shall mean, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Authorized Signatory” shall mean such senior personnel of a Person as may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Toronto Dominion as its “prime rate.” The “prime rate” is a rate set by Toronto Dominion based upon various factors including Toronto Dominion costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Toronto Dominion shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Advance” shall mean an Advance which the Borrower requests to be made as a Base Rate Advance or is Converted to a Base Rate Advance, in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $1,000,000.00 and in an integral multiple of $500,000.00.

“Base Rate Basis” shall mean a simple interest rate equal to the sum of (i) the Base Rate and (ii) the Applicable Margin applicable to Base Rate Advances for the applicable Loans. The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each change in the Base Rate to account for such change, and shall also be adjusted to reflect changes of the Applicable Margin applicable to Base Rate Advances.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Borrower” shall mean American Tower Corporation, a Delaware corporation.

“Borrower Materials” shall have the meaning ascribed thereto in Section 6.6 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and, if such day relates to any Eurodollar Rate Loan, Business Day also means any such day that is also a London Banking Day.

“Capitalized Lease Obligation” shall mean that portion of any obligation of a Person as lessee under a lease which at the time would be required to be capitalized on the balance sheet of such lessee in accordance with GAAP.

“Cash Equivalents” shall mean ‘cash equivalents’ as defined under and determined in accordance with generally accepted accounting principles.

“Change of Control” shall mean (a) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of more than fifty percent (50%) of the voting power of the voting stock of either the Borrower (if the Borrower is not a Subsidiary of any Person) or of the ultimate parent entity of which the Borrower is a Subsidiary (if the Borrower is a Subsidiary of any Person), as the case may be, by way of merger or consolidation or otherwise, or (b) a change shall occur in a majority of the members of the Borrower’s board of directors (including the Chairman and President) within a year-long period such that such majority shall no longer consist of Continuing Directors.

“Co-Syndication Agents” shall mean Morgan Stanley MUFG Loan Partners, LLC and The Bank of Nova Scotia.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Commitments” shall mean, the Term Loan Commitments and the Incremental Term Loan Commitments.

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“Communications Act” shall mean the Communications Act of 1934, and any similar or successor Federal statute, and the rules and regulations of the FCC or other similar or successor agency thereunder, all as the same may be in effect from time to time.

“Consolidated Total Assets” shall mean as of any date the total assets of the Borrower and its Subsidiaries on a consolidated basis shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date and determined in accordance with GAAP.

“Continue”, “Continuation”, “Continuing” and “Continued” shall mean the continuation pursuant to Article 2 hereof of a LIBOR Advance as a LIBOR Advance from one Interest Period to a different Interest Period.

“Continuing Director” means a director who either (a) was a member of the Borrower’s board of directors on the date of this Agreement, (b) becomes a member of the Borrower’s board of directors subsequent to the date of this Agreement and whose appointment, election or nomination for election by the Borrower’s stockholders is duly approved by a majority of the directors referred to in clause (a) above constituting at the time of such appointment, election or nomination at least a majority of that board, or (c) becomes a member of the Borrower’s board of directors subsequent to the date of this Agreement and whose appointment, election or nomination for election by the Borrower’s stockholders is duly approved by a majority of the directors referred to in clauses (a) and (b) above constituting at the time of such appointment, election or nomination at least a majority of that board.

“Convert”, “Conversion” and “Converted” shall mean a conversion pursuant to Article 2 hereof of a LIBOR Advance into a Base Rate Advance or of a Base Rate Advance into a LIBOR Advance, as applicable.

“Debt Rating” shall mean, as of any date, the senior unsecured debt rating of the Borrower that has been most recently announced by S&P, Moody’s or Fitch, as the case may be.

“Default” shall mean any Event of Default, and any of the events specified in Section 8.1 hereof, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such event an Event of Default.

“Default Rate” shall mean a simple per annum interest rate equal to the sum of (a) the then applicable Interest Rate Basis (including the Applicable Margin), and (b) two percent (2.0%).

“Defaulting Lender” means, subject to Section 2.14, any Lender that, as determined by the Administrative Agent, has, or has a direct or indirect parent company that has, (i) become the subject of a voluntary proceeding under any bankruptcy or other debtor relief law or has become the subject of a Bail-In Action, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary or involuntary proceeding under any bankruptcy or other debtor relief law or any such appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of (1) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental

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authority or (2) in the case of a solvent Lender, the precautionary appointment of an administrator, guardian, custodian or other similar official by a governmental authority under or based on the law of the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed, so long as, in the case of clause (1) and clause (2), such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iii) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14) upon delivery of written notice of such determination to the Borrower and each Lender.

“Designated Person” means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order (as defined in the definition of “Sanctions Laws and Regulations”), (b) named as a “Specifically Designated National and Blocked Person” on the most current list published by the U.S. Department of the Treasury Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list (the “SDN List”), (c) any Person listed in any Sanctions-related list of designated Persons maintained by the United Nations Security Council, the European Union, the United Kingdom or any EU member state, (d) any Person operating, organized or resident in a Sanctioned Country or (e) in which an entity or person on the SDN List (or any combination of such entities or persons) has 50% or greater direct or indirect ownership interest or that is otherwise controlled, directly or indirectly, by an entity or person on the SDN List (or any combination of such entities or persons).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ERISA Affiliate” shall mean any Person, including a Subsidiary or an Affiliate of the Borrower, that is a member of any group of organizations of which the Borrower is a member and is treated as a single employer with the Borrower under Section 414 of the Code.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar Rate” means, for any Interest Period with respect to a LIBOR Advance, the rate per annum equal to the ICE Benchmark Administration Settlement Rate (or, if the ICE Benchmark Administration is no longer making such a rate available, such other commercially available source providing quotations of LIBOR as reasonably selected by the Administrative Agent from time to time) (“LIBOR”), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for US Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Eurodollar Reserve Percentage” shall mean the percentage which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the maximum reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation D), whether or not any Lender has any such Eurocurrency Liabilities subject to such reserve requirement at that time.

“Event of Default” shall mean any of the events specified in Section 8.1 hereof; provided, however, that any requirement stated therein for notice or lapse of time, or both, has been satisfied.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Existing ABS Facility” shall mean each mortgage loan facility existing on the Agreement Date and listed on Schedule 2.

“Existing Credit Agreements” shall mean (i) the Amended and Restated Multicurrency Revolving Credit Agreement dated as of December 20, 2019, among the Borrower and certain agents and lenders from time to time party thereto, (ii) the Second Amended and Restated Revolving Credit Agreement dated as of December 20, 2019, among the Borrower and certain agents and lenders from time to time party thereto, (iii) the Amended and Restated Term Loan Agreement dated as of December 20, 2019, among the Borrower and certain agents and lenders from time to time party thereto and (iv) the Term Loan Agreement dated as of February 13, 2020 among the Borrower and certain agents and lenders from time to time party thereto.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental

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agreement, treaty or convention among governmental authorities and implementing such Sections of the Code.

“FCC” shall mean the Federal Communications Commission, or any other similar or successor agency of the Federal government administering the Communications Act.

“Federal Funds Rate” shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the rate published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York for overnight Federal funds transactions with members of the Federal Reserve System, or, if such rate is not so published for any day that is a Business Day, the quotation for such day on such transactions received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fitch” shall mean Fitch, Inc. (Fitch Ratings), and its successors.

“Foreign Subsidiary” shall mean a Subsidiary whose place of registration, incorporation, organization or domicile is outside of the United States of America.

“Funds From Operations” means net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and extraordinary and unusual items, plus depreciation, amortization and dividends declared on preferred stock, and after adjustments for unconsolidated minority interests, on a consolidated basis for the Borrower and its Subsidiaries.

“GAAP” shall mean generally accepted accounting principles in the United States, consistently applied and as in effect on the date of this Agreement.

“Granting Lender” shall have the meaning ascribed thereto in Section 11.4(f) hereof.

“Guaranty”, as applied to an obligation, shall mean and include (a) a guaranty, direct or indirect, in any manner, of all or any part of such obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit or capital call requirements; provided, however, that the term “Guaranty” shall only include guarantees of Indebtedness.

“Hedge Agreements” shall mean, with respect to any Person, any agreements or other arrangements to which such Person is a party relating to any rate swap transaction, basis swap, forward rate transaction, interest rate cap transaction, interest rate floor transaction, interest rate collar transaction, currency swap transaction, cross-currency rate swap transaction, or any other similar transaction, including an option to enter into any of the foregoing or any combination of the foregoing.

“Incremental Term Loan” shall mean the amounts advanced by the Lenders with an Incremental Term Loan Commitment to the Borrower pursuant to this Agreement.

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“Incremental Term Loan Commitment” shall have the meaning ascribed thereto in Section 2.13 hereof.

“Indebtedness” shall mean, with respect to any Person and without duplication:

(a) indebtedness for money borrowed of such Person and indebtedness of such Person evidenced by notes payable, bonds, debentures or other similar instruments or drafts accepted representing extensions of credit;

(b) all indebtedness of such Person upon which interest charges are customarily paid (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms);

(c) all Capitalized Lease Obligations of such Person;

(d) all reimbursement obligations of such Person with respect to outstanding letters of credit;

(e) all indebtedness of such Person issued or assumed as full or partial payment for property or services (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms);

(f) all net obligations of such Person under Hedge Agreements valued on a marked to market basis on the date of determination;

(g) all direct or indirect obligations of any other Person secured by any Lien to which any property or asset owned by such Person is subject, but only to the extent of the higher of the fair market value or the book value of the property or asset subject to such Lien (if less than the amount of such obligation), if the obligation secured thereby shall not have been assumed; and

(h) Guaranties by such Person of any of the foregoing of any other Person.

“Indemnitee” shall have the meaning ascribed thereto in Section 11.5 hereof.

“Interest Expense” shall mean, for any Person and for any period, all cash interest expense (including imputed interest with respect to Capitalized Lease Obligations and commitment fees) with respect to any Indebtedness (including, without limitation, the Obligations) and Attributable Debt of such Person during such period pursuant to the terms of such Indebtedness.

“Interest Period” shall mean (a) in connection with any Base Rate Advance, the period beginning on the date such Advance is made as or Converted to a Base Rate Advance and ending on the last day of the fiscal quarter in which such Advance is made as or Converted to a Base Rate Advance; provided, however, that if a Base Rate Advance is made or Converted on the last day of any fiscal quarter, it shall have an Interest Period ending on, and its Payment Date shall be, the last day of the following fiscal quarter, and (b) in connection with any LIBOR Advance, the term of such LIBOR Advance selected by the Borrower or otherwise determined in

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accordance with this Agreement. Notwithstanding the foregoing, however, (i) any applicable Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next Business Day unless, with respect to LIBOR Advances with an Interest Period longer than one week only, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any applicable Interest Period, with respect to LIBOR Advances with an Interest Period longer than one week only, which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end shall (subject to clause (i) above) end on the last day of such calendar month, and (iii) the Borrower shall not select an Interest Period with respect to any portion of the Loans which extends beyond the Term Loan Maturity Date or such earlier date as would interfere with the Borrower’s repayment obligations under Section 2.6 hereof. Interest shall be due and payable with respect to any Advance as provided in Section 2.3 hereof.

“Interest Rate Basis” shall mean the Base Rate Basis or the LIBOR Basis, as appropriate.

“Investment” shall mean any investment or loan by the Borrower or any of its Subsidiaries in or to any Person which Person, after giving effect to such investment or loan, is not consolidated with the Borrower and its Subsidiaries in accordance with GAAP.

“Joint Lead Arrangers” shall mean TD Securities (USA) LLC, CoBank, ACB and Santander Bank, N.A.

“known to the Borrower”, “to the knowledge of the Borrower” or any similar phrase, shall mean known by, or reasonably should have been known by, the executive officers of the Borrower (which shall include, without limitation, the chief executive officer, the chief operating officer, if any, the chief financial officer and the general counsel of the Borrower).

“Lenders” shall mean the Persons whose names appear as “Lenders” on the signature pages hereof, any other Person which becomes a “Lender” hereunder after the Agreement Date by executing an Assignment and Assumption substantially in the form of Exhibit F attached hereto in accordance with the provisions hereof; and “Lender” shall mean any one of the foregoing Lenders.

“LIBOR Advance” shall mean an Advance which the Borrower requests to be made as, Converted to or Continued as a LIBOR Advance in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $5,000,000.00 and in an integral multiple of $1,000,000.00.

“LIBOR Basis” shall mean a simple per annum interest rate (rounded upward, if necessary, to the nearest one-hundredth (1/100th) of one percent (1%)) equal to the sum of (a) the quotient of (i) the Eurodollar Rate divided by (ii) one (1) minus the Eurodollar Reserve Percentage, if any, stated as a decimal, plus (b) the Applicable Margin. The LIBOR Basis shall apply to Interest Periods of one (1) week, one (1), two (2), three (3), or six (6) months, and, once determined, shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments in the Eurodollar Reserve Percentage. The LIBOR Basis for any LIBOR

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Advance shall be adjusted as of the effective date of any change in the Eurodollar Reserve Percentage.

“Licenses” shall mean, collectively, any telephone, microwave, radio transmissions, personal communications or other license, authorization, certificate of compliance, franchise, approval or permit, whether for the construction, the ownership or the operation of any communications tower facilities, granted or issued by the FCC and held by the Borrower or any of its Subsidiaries.

“Lien” shall mean, with respect to any property, any mortgage, lien, pledge, charge, security interest, title retention agreement or other encumbrance of any kind in respect of such property.

“Loan Documents” shall mean, collectively, this Agreement, the Notes, all fee letters, all Requests for Advance and all other certificates, documents, instruments and agreements executed or delivered by the Borrower in connection with or contemplated by this Agreement.

“Loans” shall mean the Term Loans and the Incremental Term Loans.

“London Banking Day” means any day on which dealings in US Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Majority Lenders” shall mean Lenders the total of whose Loans then outstanding, exceeds fifty percent (50%) of the sum of the aggregate Loans then outstanding; provided that the Commitment of, and the portion of the Loans then outstanding held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“Material Subsidiary” shall mean any Subsidiary of the Borrower whose Adjusted EBITDA, as of the last day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date.

“Material Subsidiary Group” shall mean one or more Subsidiaries of the Borrower when taken as a whole whose Adjusted EBITDA, as of the last day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date.

“Materially Adverse Effect” shall mean (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.

“Moody’s” shall mean Moody’s Investor’s Service, Inc., and its successors.

“Necessary Authorizations” shall mean all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own,

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construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.

“Net Income” shall mean, for any Person and for any period of determination, net income of such Person determined in accordance with GAAP.

“New Lender” shall have the meaning ascribed thereto in Section 2.13 hereof.

“Non-Consenting Lender” shall have the meaning ascribed thereto in Section 11.11(b) hereof.

“Non-Excluded Taxes” shall have the meaning ascribed thereto in Section 10.3(b) hereof.

“Non-U.S. Person” shall mean a Person who is not a U.S. Person.

“Notes” shall mean, collectively, those certain term loan promissory notes in an aggregate original principal amount of up to the Commitments, issued by the Borrower to the Lenders, each one substantially in the form of Exhibit C attached hereto, and any extensions, renewals or amendments to, or replacements of, the foregoing.

“Obligations” shall mean all payment and performance obligations of every kind, nature and description of the Borrower to the Lenders or the Administrative Agent, or any of them, under this Agreement and the other Loan Documents (including, without limitation, any interest, fees and other charges on the Loans or otherwise under the Loan Documents that would accrue but for the filing of a bankruptcy action with respect to the Borrower, whether or not such claim is allowed in such bankruptcy action), as they may be amended from time to time, or as a result of making the Loans, whether such obligations are direct or indirect, absolute or contingent, due or not due, contractual or based in tort, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Ownership Interests” shall mean, as applied to any Person, corporate stock and any and all securities, shares, partnership interests (whether general, limited, special or other), limited liability company interests, membership interests, equity interests, participations, rights or other equivalents (however designated and of any character) of corporate stock of such Person or any of the foregoing issued by such Person (whether a corporation, a partnership, a limited liability company or another type of entity) and includes, without limitation, securities convertible into Ownership Interests and rights, warrants or options to acquire Ownership Interests.

“Payment Date” shall mean the last day of any Interest Period.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Liens” shall mean, collectively, as applied to any Person:

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(a) (i) Liens on real estate or other property for taxes, assessments, governmental charges or levies not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies or claims the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Person’s books in accordance with GAAP;

(b) Liens incurred in the ordinary course of the Borrower’s business (i) for sums not yet due or being diligently contested in good faith, or (ii) incidental to the ownership of its assets that, in each case, were not incurred in connection with the borrowing of money, such as Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen, in each case, if reserves in accordance with GAAP or appropriate provisions shall have been made therefor;

(c) Liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance, social security obligations, assessments or government charges which are not overdue for more than sixty (60) days;

(d) restrictions on the transfer of the Licenses or assets of the Borrower or any of its Subsidiaries imposed by any of the Licenses by the Communications Act and any regulations thereunder;

(e) easements, rights-of-way, zoning restrictions, licenses, reservations or restrictions on use and other similar encumbrances on the use of real property which do not materially interfere with the ordinary conduct of the business of such Person or the use of such property in the operation of the business by such Person;

(f) Liens arising by operation of law in favor of purchasers in connection with any asset sale permitted hereunder; provided, however, that such Lien only encumbers the property being sold;

(g) Liens in respect of Capitalized Lease Obligations, so long as such Liens only attach to the assets leased thereunder, and Liens reflected by Uniform Commercial Code financing statements filed in respect of true leases or subleases of the Borrower or any of its Subsidiaries;

(h) Liens to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders;

(i) judgment Liens which do not result in an Event of Default under Section 8.1(h) hereof;

(j) Liens in connection with escrow or security deposits made in connection with Acquisitions permitted hereunder;

(k) Liens created on any Ownership Interests of Subsidiaries of the Borrower that are not Material Subsidiaries held by the Borrower or any of its Subsidiaries; provided, however, that such Lien is not securing Indebtedness of the Borrower or any of its U.S. Subsidiaries;

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(l) Liens in favor of the Borrower or any of its Subsidiaries;

(m) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that such deposit account is not (i) a dedicated cash collateral account and is not subject to restrictions against access in excess of those set forth by regulations promulgated by the Federal Reserve Board or other Applicable Law; and (ii) intended to provide collateral to the depositary institution;

(n) licenses, sublicenses, leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the ordinary course of business;

(o) Liens in the nature of trustees’ Liens granted pursuant to any indenture governing any Indebtedness permitted hereunder, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof;

(p) Liens on property of the Borrower or any of its Subsidiaries at the time the Borrower or such Subsidiary acquired the property, including acquisition by means of a merger or consolidation with or into the Borrower or such Subsidiary, or an acquisition of assets; provided that such Liens (i) are not created, incurred or assumed in connection with or in contemplation of such acquisition and (ii) may not extend to any other property owned by the Borrower or such Subsidiary;

(q) Liens on property or assets of any Foreign Subsidiary of the Borrower securing the Indebtedness of such Foreign Subsidiary; and

(r) Liens securing obligations under Hedge Agreements in an aggregate amount of such obligations not to exceed $100,000,000 at any time outstanding.

“Person” shall mean an individual, corporation, limited liability company, association, partnership, joint venture, trust or estate, an unincorporated organization, a government or any agency or political subdivision thereof, or any other entity.

“Plan” shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA or any other employee benefit plan maintained for employees of the Borrower or any of its Subsidiaries or ERISA Affiliates.

“Platform” shall have the meaning ascribed thereto in Section 6.6 hereof.

“Proposed Change” shall have the meaning ascribed thereto in Section 11.11(b) hereof.

“Register” shall have the meaning ascribed thereto in Section 11.4(c) hereof.

“REIT” shall mean a “real estate investment trust” as defined and taxed under Section 856-860 of the Code.

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Replacement Lender” shall have the meaning ascribed thereto in Section 10.5 hereof.

“Request for Advance” shall mean a certificate designated as a “Request for Advance,” signed by an Authorized Signatory of the Borrower requesting the Advance to be made under Section 2.1, or a Continuation or Conversion hereunder, which shall be in substantially the form of Exhibit A attached hereto, and shall, among other things, (i) specify the date of the requested Advance, Continuation or Conversion (which shall be a Business Day), the amount of the Advance being made or being Continued or Converted, the type of Advance (LIBOR or Base Rate), and, with respect to a LIBOR Advance, the Interest Period with respect thereto, (ii) state that there shall not exist, on the date of the requested Advance, Continuation or Conversion and after giving effect thereto, a Default, (iii) designate the amount of the Commitments being drawn (if any), and (iv) designate the amount of the Loans being Continued or Converted.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” shall mean any direct or indirect distribution, dividend or other payment to any Person (other than to the Borrower or any of its Subsidiaries) on account of any Ownership Interests of the Borrower or any of its Subsidiaries (other than dividends payable solely in Ownership Interests of such Person or in warrants or other rights or options to acquire such Ownership Interests).

“S&P” shall mean S&P Global Ratings, and its successors.

“Sale and Leaseback Transaction” shall mean any arrangement, directly or indirectly, with any third party whereby the Borrower or any of its Subsidiaries shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby the Borrower or any of its Subsidiaries shall then or thereafter rent or lease as lessee such property or any part thereof or other property which the Borrower or any of its Subsidiaries intend to use for substantially the same purpose or purposes as the property sold or transferred, except for such arrangements for fair market value.

“Sanctioned Country” means a country that is, or whose government is, the target or subject of a sanctions program identified on the list maintained by (a) OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time or (b) the United Nations Security Council, European Union or the United Kingdom.

“Sanctions Laws and Regulations” means (i) any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control that apply to the Borrower; and (ii) any sanctions measures imposed by the United Nations Security Council, European Union or the United Kingdom that apply to the Borrower.

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“Senior Secured Debt” shall mean, for the Borrower and its Subsidiaries on a consolidated basis as of any date, the aggregate amount of secured Indebtedness plus Attributable Debt of such Persons as of such date (including, without limitation, Indebtedness under any Existing ABS Facility and Indebtedness under any additional ABS Facilities entered into in accordance with Section 7.1(h) hereof).

“SPC” shall have the meaning ascribed thereto in Section 11.4(f) hereof.

“Subsidiary” shall mean, as applied to any Person, (a) any corporation, partnership or other entity of which no less than a majority of the Ownership Interests having ordinary voting power to elect a majority of its board of directors or other persons performing similar functions or such corporation, partnership or other entity, whether or not at the time any Ownership Interests of any other class or classes of such corporation, partnership or other entity shall or might have voting power by reason of the happening of any contingency, is at the time owned directly or indirectly by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; provided, however, that if such Person and/or such Person’s Subsidiaries directly or indirectly own less than a majority of such Subsidiary’s Ownership Interests, then such Subsidiary’s operating or governing documents must require (i) such Subsidiary’s net cash after the establishment of reserves be distributed to its equity holders no less frequently than quarterly and (ii) the consent of such Person and/or such Person’s Subsidiaries to amend or otherwise modify the provisions of such operating or governing documents requiring such distributions, or (b) any other entity which is directly or indirectly controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. Notwithstanding the foregoing, no Unrestricted Subsidiary shall be deemed to be a Subsidiary of the Borrower or any of its Subsidiaries for the purposes of this Agreement or any other Loan Document.

“Taxes” shall have the meaning assigned thereto in Section 10.3(b).

“Term Loan Commitment” shall mean, as to each Lender its obligation to make a Term Loan to the Borrower pursuant to Section 2.1 in a principal amount not to exceed the Term Loan Commitment amount set forth (a) opposite such Lender’s name on Schedule 1 or (b) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The aggregate Term Loan Commitments on the Agreement Date are $1,140,000,000.

“Term Loan Maturity Date” shall mean April 2, 2021, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise).

“Term Loans” shall mean, collectively, the amounts advanced by the Lenders with a Term Loan Commitment to the Borrower pursuant to this Agreement.

“Toronto Dominion” shall mean Toronto Dominion (Texas) LLC or any of its affiliates that is a bank.

“Total Debt” shall mean, for the Borrower and its Subsidiaries on a consolidated basis as of any date, (a) the sum (without duplication) of (i) the outstanding principal amount of the Loans as of such date, (ii) the aggregate amount of Indebtedness plus Attributable Debt of such

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Persons as of such date, (iii) the aggregate amount of all Guaranties by such Persons of Indebtedness as of such date, and (iv) to the extent payable by the Borrower, an amount equal to the aggregate exposure of the Borrower under any Hedge Agreements permitted pursuant to Section 7.1 hereof, as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable less (b) the sum of all unrestricted domestic cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“U.S. Person” shall mean a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under any laws of the United States of America, or any estate or trust that is subject to Federal income taxation regardless of the source of its income.

“U.S. Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary.

“Unrestricted Subsidiary” shall mean any Subsidiary of the Borrower that is hereafter designated by the Borrower as an Unrestricted Subsidiary by notice to the Administrative Agent and the Lenders; provided that (a) no Material Subsidiary shall be designated as an Unrestricted Subsidiary without the prior written consent of the Majority Lenders, (b) the aggregate Adjusted EBITDA of the Unrestricted Subsidiaries (without duplication) shall not exceed 20% of consolidated Adjusted EBITDA of the Borrower and its subsidiaries, and (c) no Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary after the occurrence and during the continuance of a Default or an Event of Default; provided, further, that the designation by the Borrower of a Subsidiary as an Unrestricted Subsidiary may be revoked by the Borrower at any time by notice to the Administrative Agent and the Lenders so long as no Default would be caused thereby, from and after which time such Subsidiary will no longer be an Unrestricted Subsidiary.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised

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under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Interpretation. Except where otherwise specifically restricted, reference to a party to this Agreement or any other Loan Document includes that party and its successors and assigns. All capitalized terms used herein which are defined in Article 9 of the Uniform Commercial Code in effect in the State of New York or other applicable jurisdiction on the date hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein. Whenever any agreement, promissory note or other instrument or document is defined in this Agreement, such definition shall be deemed to mean and include, from and after the date of any amendment, restatement, supplement, confirmation or modification thereof, such agreement, promissory note or other instrument or document as so amended, restated, supplemented, confirmed or modified, unless stated to be as in effect on a particular date. All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural and vice versa. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3 Cross References. Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause in such Article, Section or definition.

Section 1.4 Accounting Provisions. Unless otherwise expressly provided herein, all references in this Agreement to GAAP shall mean GAAP as in effect on the date of this Agreement as published by the Financial Accounting Standards Board. All accounting terms used in this Agreement and not defined expressly, completely or specifically herein shall have the respective meanings given to them, and shall be construed, in accordance with GAAP. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in accordance with GAAP applied in a manner consistent with that used to prepare the most recent audited consolidated financial statements of the Borrower and its Subsidiaries. All financial or accounting calculations or determinations required pursuant to this Agreement shall be made, and all references to the financial statements of the Borrower, Adjusted EBITDA, Senior Secured Debt, Total Debt, Interest Expense, Consolidated Total Assets and other such financial terms shall be deemed to refer to such items, unless otherwise expressly provided herein, on a consolidated basis for the Borrower and its Subsidiaries. Notwithstanding the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements of the Borrower for the fiscal year ended December 31, 2018 for all purposes, notwithstanding any change in GAAP relating thereto, including with respect to Accounting Standards Codification 842.

Section 1.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been

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transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.

ARTICLE 2 - LOANS

Section 2.1 The Term Loans. The Lenders agree severally, and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower on the Agreement Date an amount equal to (i) in the aggregate, the Commitments of all Lenders and, (ii) individually, the sum of such Lender’s Term Loan Commitment and such Lender’s Incremental Term Loan Commitment. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.

Section 2.2 Manner of Advance and Disbursement.

(a) Choice of Interest Rate, Etc. The Advances hereunder shall, at the option of the Borrower, be made as one or more Base Rate Advances or LIBOR Advances; provided, however, that at such time as there shall have occurred and be continuing a Default hereunder, the Borrower shall not have the right to Continue a LIBOR Advance or to Convert a Base Rate Advance to a LIBOR Advance. Any notice given to the Administrative Agent in connection with a requested Advance or Conversion hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (New York, New York time) in order for such Business Day to count toward the minimum number of Business Days required.

(b) Base Rate Advances.

(i) Advances. The Borrower shall give the Administrative Agent in the case of Base Rate Advances irrevocable prior telephonic notice followed immediately by a Request for Advance by 9:00 A.M. (New York, New York time) on the date of such proposed Base Rate Advance; provided, however, that the Borrower’s failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, followed promptly by email or telecopy of the contents thereof.

(ii) Conversions. The Borrower may, without regard to the applicable Payment Date and upon at least three (3) Business Days’ irrevocable prior telephonic notice by 11:00 A.M. (New York, New York time) followed by a Request for Advance, Convert all or a portion of the principal of a Base Rate Advance to a LIBOR Advance. On the date indicated by the Borrower, such Base Rate Advance shall be so Converted. The failure to give timely notice hereunder with respect to the Payment Date of any Base Rate Advance shall be considered a request for a Base Rate Advance.

(c) LIBOR Advances. Upon request, the Administrative Agent, whose determination in absence of manifest error shall be conclusive, shall determine the available LIBOR Basis and shall notify the Borrower of such LIBOR Basis to apply for the applicable LIBOR Advance.

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(i) Advances. The Borrower shall give the Administrative Agent in the case of LIBOR Advances at least three (3) Business Days’ irrevocable prior telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower’s failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, email or telecopy of the contents thereof.

(ii) Conversions and Continuations. At least three (3) Business Days prior to the Payment Date for each LIBOR Advance, the Borrower shall give the Administrative Agent telephonic notice followed by written notice specifying whether all or a portion of such LIBOR Advance (A) is to be Continued in whole or in part as one or more LIBOR Advances, (B) is to be Converted in whole or in part to a Base Rate Advance, or (C) is to be repaid. The failure to give such notice shall be considered a request to Continue such Advance as a LIBOR Rate Advance with a one month Interest Period. Upon such Payment Date such LIBOR Advance will, subject to the provisions hereof, be so Continued, Converted or repaid, as applicable.

(d) Notification of Lenders. Upon receipt of irrevocable prior telephonic notice in accordance with Section 2.2(b) or (c) hereof or a Request for Advance, or a notice of Conversion or Continuation from the Borrower with respect to any outstanding Advance prior to the Payment Date for such Advance, the Administrative Agent shall promptly but no later than the close of business on the day of such notice notify each Lender having the applicable Commitment or holding a Loan subject to such request for an Advance by telephone, followed promptly by written notice or telecopy, of the contents thereof and the amount of such Lender’s portion of the Advance. Each Lender having the applicable Commitment or holding a Loan subject to such request for an Advance shall, not later than 12:00 noon (New York, New York time) on the date of borrowing specified in such notice, make available to the Administrative Agent at the Administrative Agent’s Office, or at such account as the Administrative Agent shall designate, the amount of its portion of any Advance that represents a borrowing hereunder in immediately available funds.

(e) Disbursement.

(i) Prior to 2:00 p.m. (New York, New York time) on the date of an Advance hereunder, the Administrative Agent shall, subject to the satisfaction of the conditions set forth in Article 3 hereof, disburse the amounts made available to the Administrative Agent by the Lenders in like funds by (A) transferring the amounts so made available by wire transfer pursuant to the Borrower’s instructions, or (B) in the absence of such instructions, crediting the amounts so made available to the account of the Borrower maintained with the Administrative Agent.

(ii) Unless the Administrative Agent shall have received notice from a Lender holding a Loan subject to such request for an Advance prior to 12:00 noon (New York, New York time) on the date of a requested Advance that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Advance, the Administrative Agent may assume that such Lender has made or will make

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such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may in its sole discretion and in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent a Lender does not make such ratable portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

(iii) If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s portion of the Advances for purposes of this Agreement. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent’s demand therefor and the Administrative Agent has made such corresponding amount available to the Borrower, the Administrative Agent shall notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, with interest at the Federal Funds Rate from the date the Administrative Agent made such amount available to the Borrower. The Borrower shall not be obligated to pay, and such amount shall not accrue, any interest or fees on such amount other than as provided in the immediately preceding sentence. The failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender.

Section 2.3 Interest.

(a) On Base Rate Advances. Interest on each Base Rate Advance computed pursuant to clause (b) of the definition of Base Rate shall be computed on the basis of a year of 365/366 days and interest computed pursuant to clause (a) of the definition of Base Rate shall be computed on the basis of a 360-day year, in each case for the actual number of days elapsed and shall be payable at the Base Rate Basis for such Advance, in arrears on the applicable Payment Date. Interest on Base Rate Advances of the Loans then outstanding shall also be due and payable on the Term Loan Maturity Date.

(b) On LIBOR Advances. Interest on each LIBOR Advance shall be computed on the basis of a 360-day year for the actual number of days elapsed and shall be payable at the LIBOR Basis for such Advance, in arrears on the applicable Payment Date, and, in addition, if the Interest Period for a LIBOR Advance exceeds three (3) months, interest on such LIBOR Advance shall also be due and payable in arrears on every three (3) month anniversary of the beginning of such Interest Period. Interest on LIBOR Advances then outstanding shall also be due and payable on the Term Loan Maturity Date.

(c) [Intentionally Omitted.]

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(d) Interest Upon Event of Default. Immediately upon the occurrence of an Event of Default under Section 8.1(b), (f) or (g) hereunder and following a request from the Majority Lenders upon the occurrence of any other Event of Default hereunder, the outstanding principal balance of the Loans shall bear interest at the Default Rate. Such interest shall be payable on demand by the Majority Lenders and shall accrue until the earlier of (i) waiver or cure of the applicable Event of Default, (ii) agreement by the Majority Lenders (or, if applicable to the underlying Event of Default, the Lenders) to rescind the charging of interest at the Default Rate or (iii) payment in full of the Obligations.

(e) LIBOR Contracts. At no time may the number of outstanding LIBOR Advances hereunder exceed ten (10).

(f) Applicable Margin. With respect to any Loans, the Applicable Margin shall be equal to, in the case of Base Rate Advances, 0.75% per annum and, in the case of LIBOR Advances, 1.75% per annum.

Section 2.4 Fees. The Borrower agrees to pay to the Administrative Agent certain fees in connection with the execution and delivery of this Agreement as provided in the fee letters delivered in connection herewith.

Section 2.5 [Intentionally Omitted].

Section 2.6 Prepayments and Repayments.

(a) Prepayment. The principal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time, without premium or penalty and without regard to the Payment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Borrower shall reimburse the applicable Lenders, on the earlier of (A) demand by the applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Borrower at any time. Any prepayment hereunder shall be in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid.

(b) Repayments. The Borrower shall repay the Loans, together with accrued interest and fees with respect thereto, in full on the Term Loan Maturity Date.

Section 2.7 Notes; Loan Accounts.

(a) The Loans shall be repayable in accordance with the terms and provisions set forth herein. If requested by a Lender, one (1) Note duly executed and delivered by one or

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more Authorized Signatories of the Borrower, shall be issued by the Borrower and payable to such Lender in an amount equal to such Lender’s Commitment.

(b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower’s repayment obligations with respect to such Loans.

Section 2.8 Manner of Payment.

(a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8, the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate.

(b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof.

(c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and

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payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis.

(d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

Section 2.9 Reimbursement.

(a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) the failure by the Borrower to borrow, Continue or Convert any LIBOR Advance after having given notice of its intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 or 2.6 hereof (whether by reason of the Borrower’s election not to proceed or the non-fulfillment of any of the conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Payment Date (or failure to prepay after giving notice thereof) of any LIBOR Advance in whole or in part for any reason, the Borrower agrees to pay to such Lender, upon such Lender’s demand, an amount sufficient to compensate such Lender for all such losses and out-of-pocket expenses. Such Lender’s good faith determination of the amount of such losses or out-of-pocket expenses, as set forth in writing and accompanied by calculations in reasonable detail demonstrating the basis for its demand, shall be presumptively correct absent manifest error.

(b) Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing, reasonable out-of-pocket expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable whether the Term Loan Maturity Date is changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Loans.

(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any losses or expenses incurred more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such losses or expenses and of such Lender’s intention to claim compensation therefor.

Section 2.10 Pro Rata Treatment.

(a) [Intentionally Omitted.]

(b) Payments. Except as provided in Article 10 hereof, each payment and prepayment of principal of, and interest on, the Loans shall be made to the Lenders pro rata on

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the basis of their respective unpaid principal amounts outstanding under the applicable Loans immediately prior to such payment or prepayment.

(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (y) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including, without limitation, the right of set-off) with respect to such participation as fully as if such purchasing Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.11 Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant

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to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.12 Lender Tax Forms. (i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii)(a) and (ii)(b) of this Section) shall not be required if in the Lenders’ reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(a) On or prior to the Agreement Date and on or prior to the first Business Day of each calendar year thereafter, to the extent it may lawfully do so at such time, each

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Lender which is a Non-U.S. Person shall provide each of the Administrative Agent and the Borrower (A) if such Lender is a “bank” under Section 881(c)(3)(A) of the Code, with a properly executed original of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI (or any successor form) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, as the case may be, certifying (i) as to such Lender’s status as exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder and under the Notes or (ii) that all payments to be made to such Lender hereunder and under the Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (B) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN (or W-8BEN-E, as applicable), or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8BEN (or W-8BEN-E, as applicable), a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income taxes as permitted by the Code. If a payment made to a Lender under this Agreement would be subject to withholding Tax imposed under FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower, such documentation prescribed by Applicable Law (included as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent or the Borrower to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment.

(b) On or prior to the Agreement Date, and to the extent permitted by applicable U.S. Federal law, on or prior to the first Business Day of each calendar year thereafter, each Lender which is a U.S. Person shall provide the Administrative Agent and the Borrower a duly completed and executed copy of the Internal Revenue Service Form W-9 or successor form to the effect that it is a U.S. Person.

Each Lender agrees that if any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. In addition, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete, upon written request by the Borrower or the Administrative Agent, such Lender shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Section 2.13 Incremental Term Loans. The Borrower may, upon five (5) Business Days’ notice to the Administrative Agent, request a commitment for an additional term loan

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from the Lenders or by adding one or more lenders, determined by the Borrower in its sole discretion, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each such lender, a “New Lender,” and such commitment, an “Incremental Term Loan Commitment”); provided, however, that (i) the Borrower may not request an Incremental Term Loan Commitment after the occurrence and during the continuance of an Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Term Loan, (ii) each Incremental Term Loan Commitment shall be in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (iii) the aggregate amount of all Incremental Term Loan Commitments shall not exceed $750,000,000. Such notice to the Administrative Agent shall describe the amount and intended disbursement date of the Incremental Term Loan to be made pursuant to such Incremental Term Loan Commitments. An Incremental Term Loan Commitment shall become effective upon (a) the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent and (b) receipt by the Administrative Agent of a certificate of a responsible officer of the Borrower, dated as of the date such Incremental Term Loan Commitments are proposed to take effect, certifying that as of such date each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, and no Default then exists. Over the term of the Agreement the Borrower may request Incremental Term Loan Commitments no more than four (4) times. Notwithstanding anything to the contrary herein, no Lender shall be required to provide an Incremental Term Loan Commitment pursuant to this Section 2.13.

Section 2.14 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law, such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.11.

(b) If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon that Lender will cease to be a Defaulting Lender; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE 3 - CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following:

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(a) this Agreement duly executed by all relevant parties;

(b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party;

(c) legal opinions of (i) Goodwin Procter LLP, special counsel to the Borrower and (ii) Edmund DiSanto, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date;

(d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation;

(e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists;

(f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders;

(g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full;

(h) audited consolidated financial statements for the three years ended December 31, 2019 of the Borrower and its Subsidiaries; and

(i) a certificate of the president, chief financial officer, treasurer or controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the twelve (12) month period ended December 31, 2019.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

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Section 4.1 Representations and Warranties. The Borrower hereby represents and warrants in favor of the Administrative Agent and each Lender that:

(a) Organization; Ownership; Power; Qualification. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Borrower has the power and authority to own its properties and to carry on its business as now being and as proposed hereafter to be conducted. The Subsidiaries of the Borrower and the direct and indirect ownership thereof as of the Agreement Date are as set forth on Schedule 3 attached hereto. As of the Agreement Date and except as would not reasonably be expected to have a Materially Adverse Effect, each Subsidiary of the Borrower is a corporation, limited liability company, limited partnership or other legal entity duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the power and authority to own its properties and to carry on its business as now being and as proposed hereafter to be conducted.

(b) Authorization; Enforceability. The Borrower has the corporate power, and has taken all necessary action, to authorize it to borrow hereunder, to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Borrower and is, and each of the other Loan Documents to which the Borrower is party is, a legal, valid and binding obligation of the Borrower and enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity.

(c) Compliance with Other Loan Documents and Contemplated Transactions. The execution, delivery and performance, in accordance with their respective terms, by the Borrower of this Agreement, the Notes, and each of the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not (i) require any consent or approval, governmental or otherwise, not already obtained, (ii) violate any Applicable Law respecting the Borrower, (iii) conflict with, result in a breach of, or constitute a default under the articles of incorporation or by-laws, as amended, of the Borrower, or under any indenture, agreement, or other instrument, including without limitation the Licenses, to which the Borrower is a party or by which the Borrower or its respective properties is bound that is material to the Borrower and its Subsidiaries on a consolidated basis or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any of the Material Subsidiaries, except for Liens permitted pursuant to Section 7.2 hereof.

(d) Compliance with Law. The Borrower and its Subsidiaries are in compliance with all Applicable Law, except where the failure to be in compliance therewith would not individually or in the aggregate have a Materially Adverse Effect.

(e) Title to Assets. As of the Agreement Date, the Borrower and its Subsidiaries have good title to, or a valid leasehold interest in, all of their respective assets, except for such exceptions as would not reasonably be expected to have, individually or in the

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aggregate, a Materially Adverse Effect. None of the properties or assets of the Borrower or any Material Subsidiary is subject to any Liens, except for Liens permitted pursuant to Section 7.2 hereof.

(f) Litigation. There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any of their respective properties, including without limitation the Licenses, in any court or before any arbitrator of any kind or before or by any governmental body (including, without limitation, the FCC) that (i) calls into question the validity of this Agreement or any other Loan Document or (ii) as of the Agreement Date, would reasonably be expected to have a Materially Adverse Effect, other than as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date.

(g) Taxes. All Federal income, other material Federal and material state and other tax returns of the Borrower and its Material Subsidiaries required by law to be filed have been duly filed and all Federal income, other material Federal and material state and other taxes, including, without limitation, withholding taxes, assessments and other governmental charges or levies required to be paid by the Borrower or any of its Subsidiaries or imposed upon the Borrower or any of its Subsidiaries or any of their respective properties, income, profits or assets, which are due and payable, have been paid, except any such taxes (i) (x) the payment of which the Borrower or any of its Subsidiaries is diligently contesting in good faith by appropriate proceedings, (y) for which adequate reserves in accordance with GAAP have been provided on the books of such Person, and (z) as to which no Lien other than a Lien permitted pursuant to Section 7.2 hereof has attached, or (ii) which may result from audits not yet conducted, or (iii) as to which the failure to pay would not reasonably be expected to have a Materially Adverse Effect.

(h) Financial Statements. As of the Agreement Date, the Borrower has furnished or caused to be furnished to the Administrative Agent, the audited financial statements for the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 2019, all of which have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Borrower and its Subsidiaries on a consolidated basis, on and as at such date and the results of operations for the period then ended. As of the Agreement Date, none of the Borrower or its Subsidiaries has any liabilities, contingent or otherwise, that are material to the Borrower and its Subsidiaries on a consolidated basis other than as disclosed in the financial statements referred to in the preceding sentence or in the reports filed by the Borrower with the Securities and Exchange Commission prior to the Agreement Date or the Obligations.

(i) No Material Adverse Change. Other than as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date, there has occurred no event since December 31, 2019 which has had or which would reasonably be expected to have a Materially Adverse Effect.

(j) ERISA. The Borrower and its Subsidiaries and, to the best of their knowledge, their ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all

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material respects with the currently applicable provisions of ERISA and the Code except where any failure or non-compliance would not reasonably be expected to result in a Materially Adverse Effect.

(k) Compliance with Regulations U and X. The Borrower does not own or presently intend to own an amount of “margin stock” as defined in Regulations U and X (12 C.F.R. Parts 221 and 224) of the Board of Governors of the Federal Reserve System (“margin stock”) representing twenty-five percent (25%) or more of the total assets of the Borrower, as measured on both a consolidated and unconsolidated basis. Neither the making of the Loans nor the use of proceeds thereof will violate, or be inconsistent with, the provisions of any of the above-mentioned regulations.

(l) Investment Company Act. The Borrower is not required to register under the provisions of the Investment Company Act of 1940, as amended.

(m) Solvency. As of the Agreement Date and after giving effect to the transactions contemplated by the Loan Documents (i) the assets and property of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the total amount of liabilities, including contingent liabilities of the Borrower and its Subsidiaries on a consolidated basis; (ii) the capital of the Borrower and its Subsidiaries on a consolidated basis will not be unreasonably small to conduct its business as such business is now conducted and expected to be conducted following the Agreement Date; (iii) the Borrower and its Subsidiaries on a consolidated basis will not have incurred debts, or have intended to incur debts, beyond their ability to pay such debts as they mature; and (iv) the present fair salable value of the assets and property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay their probable liabilities (including debts) as they become absolute and matured. For purposes of this Section, the amount of contingent liabilities at any time will be computed as the amount that, in light of all the facts and circumstances existing as such time, can reasonably be expected to become an actual or matured liability.

(n) Designated Persons; Sanctions Laws and Regulations. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers, brokers or other agents is a Designated Person. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations in all material respects.

(o) Beneficial Ownership Certifications. As of the date so delivered, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification, if any, provided to any Lender in connection with this Agreement is true and correct in all respects.

Section 4.2 Survival of Representations and Warranties, Etc. All representations and warranties made under this Agreement and any other Loan Document, shall be deemed to be made, and shall be true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, at and as of the Agreement Date. All representations and warranties made under this

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Agreement and the other Loan Documents shall survive, and not be waived by, the execution hereof by the Lenders and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent, or the making of any Advance under this Agreement.

ARTICLE 5 - GENERAL COVENANTS

So long as any of the Obligations are outstanding and unpaid:

Section 5.1 Preservation of Existence and Similar Matters. Except as permitted under Section 7.3 hereof or to the extent required for the Borrower or any of its Subsidiaries to maintain its status as a REIT, the Borrower will, and will cause each of its Subsidiaries to, preserve and maintain its existence, and its material rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation, including, without limitation, the Licenses and all other Necessary Authorizations, except where the failure to do so would not reasonably be expected to have a Materially Adverse Effect.

Section 5.2 Compliance with Applicable Law. The Borrower will, and will cause each of its Subsidiaries to comply in all respects with the requirements of all Applicable Law, except when the failure to comply therewith would not reasonably be expected to have a Materially Adverse Effect.

Section 5.3 Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in the ordinary course of business in good repair, working order and condition (reasonable wear and tear excepted) all properties then used or useful in their respective businesses (whether owned or held under lease) that, individually or in the aggregate, are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis, except where the failure to maintain would not reasonably be expected to have a Materially Adverse Effect.

Section 5.4 Accounting Methods and Financial Records. The Borrower will, and will cause each of its Subsidiaries on a consolidated and consolidating basis to, maintain a system of accounting established and administered in accordance with generally accepted accounting principles, keep adequate records and books of account in which complete entries will be made in accordance with generally accepted accounting principles and reflecting all transactions required to be reflected by generally accepted accounting principles, and keep accurate and complete records of their respective properties and assets.

Section 5.5 Insurance. The Borrower will, and will cause each Material Subsidiary to, maintain insurance (including self-insurance) with respect to its properties and business that are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis from responsible companies in such amounts and against such risks as are customary for companies engaged in the same or similar business, with all premiums thereon to be paid by the Borrower and the Material Subsidiaries.

Section 5.6 Payment of Taxes and Claims. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge all Federal income, other material Federal and material state and other material taxes required to be paid by them or imposed upon them or their income or profits or upon any properties belonging to them, prior to the date on which penalties attach

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thereto, which, if unpaid, might become a Lien or charge upon any of their properties (other than Liens permitted pursuant to Section 7.2 hereof); provided, however, that no such tax, assessment, charge, levy or claim need be paid which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the appropriate books or where the failure to pay would not reasonably be expected to have a Materially Adverse Effect.

Section 5.7 Visits and Inspections. The Borrower will, and will cause each Material Subsidiary to, permit representatives of the Administrative Agent and any of the Lenders, upon reasonable notice, to (a) visit and inspect the properties of the Borrower or any Material Subsidiary during business hours, (b) inspect and make extracts from and copies of their respective books and records, and (c) discuss with their respective principal officers and accountants (with representatives of the Borrower participating in such discussions with their accountants) their respective businesses, assets, liabilities, financial positions, results of operations and business prospects, all at such reasonable times and as often as reasonably requested.

Section 5.8 Use of Proceeds. The Borrower will use the proceeds of the Advances to refinance existing Indebtedness outstanding and for working capital and other general corporate purposes.

Section 5.9 Maintenance of REIT Status. The Borrower will, at all times, conduct its affairs in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all Applicable Laws, rules and regulations until such time as the board of directors of the Borrower deems it in the best interests of the Borrower and its stockholders not to remain qualified as a REIT.

Section 5.10 Senior Credit Facilities. If the provisions of Articles 7 (Negative Covenants) and/or 8 (Default) (and the definitions of defined terms used therein) of any of the Existing Credit Agreements are proposed to be amended or otherwise modified in a manner that is more restrictive from the Borrower’s perspective (a “Restrictive Change”), the Borrower covenants and agrees that it shall (a) provide the Lenders with written notice describing such proposed Restrictive Change promptly and in any event prior to the effectiveness of such Restrictive Change, and (b) upon fifteen (15) Business Days prior written notice from the Majority Lenders requesting that such Restrictive Change be effected with respect to this Agreement, take such steps as are necessary to effect a Restrictive Change with respect to this Agreement that is acceptable to the Majority Lenders and the Borrower; provided, that, in the event the Borrower fails to effect such equivalent Restrictive Change within such fifteen (15) Business Day period, then, such Restrictive Change to such Existing Credit Agreement shall automatically be applied to this Agreement; provided, further that (i) no default or event of default would occur solely by reason of such amendment to this Agreement or any other debt agreement of the Borrower, and (ii) such Restrictive Change shall not be made if doing so would cause the Borrower to fail to maintain, or prevent it from being able to elect, REIT status. Notwithstanding the foregoing, any such Restrictive Change made to this Agreement hereunder shall remain in effect until such time as the applicable Existing Credit Agreement has matured or otherwise been terminated, at which point, unless the Borrower’s Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent,

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Lenders and the Borrower will take such steps as are necessary to amend this Agreement to remove entirely any such amendments made under this Section 5.10 to this Agreement; provided, however, that in the event that (A) the applicable Existing Credit Agreement has matured or otherwise been terminated, and (B) the Borrower’s Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to modify such Restrictive Change with respect to its application for the remainder of this Agreement.

ARTICLE 6 - INFORMATION COVENANTS

So long as any of the Obligations are outstanding and unpaid, the Borrower will furnish or cause to be furnished to the Administrative Agent (with the Administrative Agent to make the same available to the Lenders) at its office:

Section 6.1 Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) quarters of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries at the end of such quarter and as of the end of the preceding fiscal year, and the related consolidated statement of operations and the related consolidated statement of cash flows of the Borrower and its Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of the Borrower to have been prepared in accordance with generally accepted accounting principles and to present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments; provided, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 and 7.6, a statement of reconciliation conforming such financial statements to GAAP; provided, further, that notwithstanding anything to the contrary in this Section 6.1, no financial statements delivered pursuant to this Section 6.1 shall be required to include footnotes.

Section 6.2 Annual Financial Statements and Information. As soon as available, but in any event not later than the earlier of (a) the date such deliverables are required (if at all) by the Securities and Exchange Commission and (b) one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statement of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and stockholders’ equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Deloitte & Touche, LLP, or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, together with a statement of such accountants (unless the giving of such statement is contrary to accounting practice for the continuing independence of such accountant) that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Sections 7.5 and 7.6 hereof insofar as they relate to accounting matters; provided that in the event of any change in generally accepted

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accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 and 7.6, a statement of reconciliation conforming such financial statements to GAAP.

Section 6.3 Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries on a consolidated basis, in substantially the form attached hereto as Exhibit E:

(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish whether or not the Borrower was in compliance with Sections 7.5 and 7.6 hereof; and

(b) stating that, to the best of his or her knowledge, no Default has occurred and is continuing as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default.

Section 6.4 Copies of Other Reports.

(a) Promptly upon receipt thereof, copies of the management letter prepared in connection with the annual audit referred to in Section 6.2 hereof.

(b) Promptly upon receipt thereof, copies of any adverse notice or report regarding any License that would reasonably be expected to have a Materially Adverse Effect.

(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Agent or any Lender may reasonably request.

(d) Promptly after the sending thereof, copies of all statements, reports and other information which the Borrower sends to public security holders of the Borrower generally or publicly files with the Securities and Exchange Commission, but solely in the event that any such statement, report or information has not been made publicly available by the Securities and Exchange Commission on the EDGAR or similar system or by the Borrower on its internet website.

Section 6.5 Notice of Litigation and Other Matters. Unless previously disclosed in the public filings of the Borrower with the Securities and Exchange Commission, notice specifying the nature and status of any of the following events, promptly, but in any event not later than fifteen (15) days after the occurrence of any of the following events becomes known to the Borrower:

(a) the commencement of all proceedings and investigations by or before any governmental body and all actions and proceedings in any court or before any arbitrator against the Borrower or any of its Subsidiaries or, to the extent known to the Borrower, threatened in

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writing against the Borrower or any of its Subsidiaries, which would reasonably be expected to have a Materially Adverse Effect;

(b) any material adverse change with respect to the business, assets, liabilities, financial position, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, other than changes which have not had and would not reasonably be expected to have a Materially Adverse Effect and other than changes in the industry in which the Borrower or any of its Subsidiaries operates or the economy or business conditions in general;

(c) any Default, giving a description thereof and specifying the action proposed to be taken with respect thereto; and

(d) the commencement or threatened commencement of any litigation regarding any Plan or naming it or the trustee of any such Plan with respect to such Plan or any action taken by the Borrower or any of its Subsidiaries or any ERISA Affiliate of the Borrower to withdraw or partially withdraw from any Plan or to terminate any Plan, that in each case would reasonably be expected to have a Materially Adverse Effect.

Section 6.6 Certain Electronic Delivery; Public Information. Documents required to be delivered pursuant to this Section 6 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 4; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Administrative Agent shall receive notice (by telecopier or electronic mail) of the posting of any such documents and shall be provided access (by electronic mail) to electronic versions (i.e., soft copies) of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 11.18); (y) all Borrower Materials marked “PUBLIC” are

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permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, (1) the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC” and (2) the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Loans.

Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

Section 6.7 Know Your Customer Information. Upon a merger or consolidation pursuant to Section 7.3(b), the Borrower or the surviving corporation into which the Borrower is merged or consolidated shall deliver for the benefit of the Lenders and the Administrative Agent, such other documents as may reasonably be requested in connection with such merger or consolidation, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting the assumption of the Obligations of the Borrower under the Notes, this Agreement and the other Loan Documents pursuant to the terms of Section 7.3(b) are enforceable in accordance with their terms and comply with the terms hereof.

Section 6.8 Additional Requested Information. Promptly upon request, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

ARTICLE 7 - NEGATIVE COVENANTS

So long as any of the Obligations are outstanding and unpaid:

Section 7.1 Indebtedness; Guaranties of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness (including, without limitation, any Guaranty) except:

(a) Indebtedness existing on the date hereof and disclosed in the public filings of the Borrower with the Securities and Exchange Commission and any refinancing, extensions, renewals and replacements (including through open market purchases and tender offers) of any

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such Indebtedness that do not (i) increase the outstanding principal amount and any existing commitments not utilized thereunder, or accreted value thereof (or, in the case of open market purchases and tender offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect such refinancing, extension, renewal or replacement, (ii) result in an earlier maturity date or decrease the weighted average life thereof or (iii) change the direct or any contingent obligor with respect thereto;

(b) Indebtedness owed to the Borrower or any of its Subsidiaries;

(c) Indebtedness existing at the time a Subsidiary of the Borrower (not having previously been a Subsidiary) (i) becomes a Subsidiary of the Borrower or (ii) is merged or consolidated with or into a Subsidiary of the Borrower and any refinancing, extensions, renewals and replacements (including through open market purchases and tender offers) of any such Indebtedness that do not (x) increase the outstanding principal amount, including any existing commitments not utilized thereunder, or accreted value thereof (or, in the case of open market purchases and tender offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect such refinancing, extension, renewal or replacement or (y) result in an earlier maturity date or decrease the weighted average life thereof; provided that such Indebtedness is not created in contemplation of such merger or consolidation;

(d) Indebtedness secured by Permitted Liens;

(e) Capitalized Lease Obligations;

(f) obligations under Hedge Agreements; provided that such Hedge Agreements shall not be speculative in nature;

(g) Indebtedness of Subsidiaries of the Borrower, so long as (i) no Default exists or would be caused thereby and (ii) the principal outstanding amount of such Indebtedness at the time of its incurrence does not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Borrower), in the aggregate, the greater of (x) $2,500,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the most recently completed fiscal quarter;

(h) Indebtedness under (i) each Existing ABS Facility and (ii) any additional ABS Facilities entered into by the Borrower or any of its Subsidiaries (including any increase of any Existing ABS Facility) so long as, in each case after giving pro forma effect to such ABS Facility, the Borrower is in compliance with Sections 7.5 and 7.6 hereof;

(i) (i) Indebtedness under the Loan Documents and (ii) other Indebtedness of the Borrower so long as, in each case after giving pro forma effect to such other Indebtedness, the Borrower is in compliance with Sections 7.5 and 7.6 hereof;

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(j) Guaranties by the Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; and

(k) Guaranties by any Subsidiary of the Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; provided that there shall be no prohibition against Guaranties by any Subsidiaries of the Borrower that (i) are special purposes entities directly involved in any ABS Facilities and (ii) have no material assets other than the direct or indirect Ownership Interests in special purpose entities directly involved in such ABS Facilities; provided further that the principal outstanding amount of any Indebtedness set forth in Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Borrower shall not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(g) hereof), in the aggregate, the greater of (x) $2,500,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the most recently completed fiscal quarter; and

(l) In respect of Subsidiaries of the Borrower that are owned by the Borrower and one or more joint venture partners, Indebtedness of such Subsidiaries owed to such joint venture partners.

For purposes of determining compliance with this Section 7.1, (A) if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 7.1 and (B) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in conformity with GAAP.

Section 7.2 Limitation on Liens. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or permit to exist or to be created, assumed, incurred or permitted to exist, directly or indirectly, any Lien on any of its properties or assets, whether now owned or hereafter acquired, except for (i) Liens securing the Obligations (if any), (ii) Permitted Liens, and (iii) Liens securing Indebtedness permitted under Section 7.1(a) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced, extended, renewed or replaced) is secured as of the date hereof), Section 7.1(c) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced, extended, renewed or replaced) is secured as of the date the Subsidiary that incurred such Indebtedness became a Subsidiary of the Borrower), Section 7.1(g), Section 7.1(h) or Section 7.1(k).

Section 7.3 Liquidation, Merger or Disposition of Assets.

(a) Disposition of Assets. The Borrower shall not, and shall not permit any of its Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business), except for (i) the transfer of assets among the Borrower and its Subsidiaries (excluding Subsidiaries of such Persons described in clause (b)

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of the definition of “Subsidiary” if the requirements of clause (a) thereof are not otherwise met) or the transfer of assets between or among the Borrower’s Subsidiaries (excluding Subsidiaries of such Persons described in clause (b) of the definition of “Subsidiary” if the requirements of clause (a) thereof are not otherwise met), (ii) the transfer of assets by the Borrower or any of its Subsidiaries to Unrestricted Subsidiaries representing an amount not to exceed, in any given fiscal year, fifteen percent (15%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding fiscal year, but in aggregate for the period commencing on the Agreement Date and ending of the date of such transfer, not more than twenty-five percent (25%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the fiscal year immediately preceding the date of such transfer, or (iii) the disposition of assets for fair market value so long as no Default exists or will be caused to occur as a result of such disposition; provided that, in respect of this clause (iii), the fair market value of all such assets disposed of by the Borrower and its Subsidiaries during any fiscal year shall not exceed fifteen percent (15%) of Consolidated Total Assets as of the last day of the immediately preceding fiscal year. For the avoidance of doubt, cash and cash equivalents shall not be considered assets subject to the provisions of this Section 7.3(a).

(b) Liquidation or Merger. The Borrower shall not, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation, other than (i) a merger or consolidation among the Borrower and one or more of its Subsidiaries; provided, however, that the Borrower is the surviving Person, (ii) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower is the surviving Person, or (iii) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrower, on the one hand, and any other Person (including, without limitation, an Affiliate), on the other hand, where the surviving Person (if other than the Borrower) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (B) on the effective date of such merger or consolidation expressly assumes, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrower under the Notes, this Agreement and the other Loan Documents; provided, however, that, in each case, no Default exists or would be caused thereby.

Section 7.4 Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments; provided, however that the Borrower and its Subsidiaries may make any Restricted Payments so long as no Default exists or would be caused thereby, and, provided, further that, (a) for so long as the Borrower is a REIT, during the continuation of a Default, the Borrower and its Subsidiaries may make any Restricted Payments provided they do not exceed in the aggregate for any four consecutive fiscal quarters of the Borrower occurring from and after September 30, 2013, (i) 95% of Funds From Operations for such four fiscal quarter period, or (ii) such greater amount as may be required to comply with Section 5.9 or to avoid the imposition of income or excise taxes on the Borrower, and (b) the Borrower may make any Restricted Payment required to comply with Section 5.9, including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of section 857(a)(2)(B) of the Code, or any successor provision, or to avoid the imposition of any income or excise taxes.

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Section 7.5 Senior Secured Leverage Ratio. As of the end of each fiscal quarter, the Borrower shall not permit the ratio of (i) Senior Secured Debt on such calculation date to (ii) Adjusted EBITDA, as of the last day of such fiscal quarter, to be greater than 3.00 to 1.00.

Section 7.6 Total Borrower Leverage Ratio.

As of the end of each fiscal quarter, the Borrower shall not permit the ratio of (a) Total Debt on such calculation date to (b) Adjusted EBITDA, as of the last day of such fiscal quarter to be greater than 6.00 to 1.00; provided that in lieu of the foregoing, for any such date occurring after a Qualified Acquisition (as defined below) and on or prior to the last day of the fourth full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit such ratio as of such date to exceed 7.00 to 1.00.

“Qualified Acquisition” means an Acquisition by the Borrower or any Subsidiary which has been designated to the Lenders by an authorized officer of the Borrower as a “Qualified Acquisition” so long as, on a pro forma basis after giving effect to such Acquisition, the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to such acquisition would be no less than 5.00 to 1.00; provided that (i) no such designation may be made with respect to any Acquisition prior to the end of the fourth full fiscal quarter following the completion of the most recently consummated Qualified Acquisition unless the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to the consummation of such Acquisition was no greater than 5.50 to 1.00, (ii) the aggregate consideration for such Acquisition (including the aggregate principal amount of any Indebtedness assumed thereby) is equal to or greater than $850,000,000 and (iii) the Borrower may designate no more than three (3) such Acquisitions as a “Qualified Acquisition” during the term of this Agreement.

Section 7.7 [Reserved].

Section 7.8 Affiliate Transactions. Except (i) as specifically provided herein (including, without limitation, Sections 7.1, 7.3 and 7.4 hereof), (ii) investments of cash and cash equivalents in Unrestricted Subsidiaries, and (iii) as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date, the Borrower shall not, and shall not permit any of its Subsidiaries to, at any time engage in any transaction with an Affiliate, other than between or among the Borrower and/or any Subsidiaries of the Borrower or in the ordinary course of business, or make an assignment or other transfer of any of its properties or assets to any Affiliate, in each case on terms less advantageous in any material respect to the Borrower or such Subsidiary than would be the case if such transaction had been effected with a non-Affiliate.

Section 7.9 Restrictive Agreements. The Borrower shall not, nor shall the Borrower permit any of its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Material Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the

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Borrower or any other Material Subsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions contained in agreements relating to the sale of a Material Subsidiary of the Borrower pending such sale; provided that such restrictions and conditions apply only to the Material Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions contained in any instrument governing Indebtedness or Ownership Interests of a Person acquired by the Borrower or any of its Material Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Ownership Interests were issued, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments; provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the date of acquisition, (iv) the foregoing shall not apply to restrictions and conditions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business, (v) the foregoing shall not apply to restrictions and conditions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (vi) the foregoing shall not apply to restrictions and conditions imposed by contracts or leases entered into in the ordinary course of business by the Borrower or any of its Material Subsidiaries with such Person’s customers, lessors or suppliers and (vii) the foregoing shall not apply to restrictions and conditions imposed upon the “borrower”, “issuer”, “guarantor”, “pledgor” or “lender” entities under ABS Facilities permitted under Section 7.1(h) hereof or which arise in connection with any payment default regarding Indebtedness otherwise permitted under Section 7.1 hereof.

Section 7.10 Use of Proceeds. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, use the proceeds of any Loan directly, or to the Borrower’s knowledge indirectly, to fund any operations in, finance any investments or activities in, or make any payments to a Designated Person or a Sanctioned Country, in violation of Anti-Corruption Laws or in any manner that would result in the violation of any Sanctions Laws and Regulations applicable to any party hereto.

ARTICLE 8 - DEFAULT

Section 8.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body:

(a) any representation or warranty made under this Agreement shall prove to be incorrect in any material respect when made or deemed to be made pursuant to Section 4.2 hereof;

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(b) the Borrower shall default in the payment of (i) any interest hereunder or under any of the Notes or fees or other amounts payable to the Lenders and the Administrative Agent under any of the Loan Documents, or any of them, when due, and such Default shall not be cured by payment in full within five (5) Business Days from the due date or (ii) any principal hereunder or under any of the Notes when due;

(c) the Borrower or any Material Subsidiary, as applicable, shall default in the performance or observance of any agreement or covenant contained in Sections 5.1 (as to the existence of the Borrower), 5.8, 5.10, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6 and 7.9 hereof;

(d) the Borrower or any of its Subsidiaries, as applicable, shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 8.1, and such default shall not be cured within a period of thirty (30) days (or with respect to Sections 5.3, 5.4, 5.5, 5.6, 6.4, 6.5 and 7.8 hereof, such longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the later of (i) occurrence of such Default and (ii) the date on which such Default became known to the Borrower;

(e) there shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 8.1) by the Borrower, which shall not be cured within a period of thirty (30) days (or such longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the date on which such default became known to the Borrower;

(f) there shall be entered and remain unstayed a decree or order for relief in respect of the Borrower or any Material Subsidiary Group under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Borrower or any Material Subsidiary Group, or of any substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of the Borrower or any Material Subsidiary Group; or an involuntary petition shall be filed against the Borrower or any Material Subsidiary Group, and (i) such petition shall not be diligently contested, or (ii) any such petition shall continue undismissed or unstayed for a period of ninety (90) consecutive days;

(g) the Borrower or any Material Subsidiary Group shall file a petition, answer or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or the Borrower or any Material Subsidiary Group shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Borrower or any Material Subsidiary Group or of any substantial part of their respective properties, or the Borrower or any Material Subsidiary Group shall fail generally to pay their

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respective debts as they become due or shall be adjudicated insolvent; or the Borrower or any Material Subsidiary Group shall take any action in furtherance of any such action;

(h) a judgment not covered by insurance or indemnification, where the indemnifying party has agreed to indemnify and is financially able to do so, shall be entered by any court against the Borrower or any Material Subsidiary Group for the payment of money which exceeds singly, or in the aggregate with other such judgments, $400,000,000, or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any Material Subsidiary Group which, together with all other such property of the Borrower or any Material Subsidiary Group subject to other such process, exceeds in value $400,000,000 in the aggregate, and if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or stayed pending appeal or removed to bond, or if, after the expiration of any such stay, such judgment, warrant or process, shall not have been paid or discharged or removed to bond;

(i) except to the extent that would not reasonably be expected to have a Materially Adverse Effect collectively or individually, (i) there shall be at any time any “accumulated funding deficiency,” as defined in ERISA or in Section 412 of the Code, with respect to any Plan maintained by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any liabilities, or any trust created thereunder; (ii) a trustee shall be appointed by a United States District Court to administer any such Plan; (iii) PBGC shall institute proceedings to terminate any such Plan; (iv) the Borrower, any of its Subsidiaries or any ERISA Affiliate shall incur any liability to PBGC in connection with the termination of any such Plan; or (v) any Plan or trust created under any Plan of the Borrower, any of its Subsidiaries or any ERISA Affiliate shall engage in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to material tax or penalty on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code;

(j) there shall occur (i) any acceleration of the maturity of any Indebtedness of the Borrower or any Material Subsidiary in an aggregate principal amount exceeding $400,000,000, or, as a result of a failure to comply with the terms thereof, such Indebtedness shall otherwise have become due and payable prior to its scheduled maturity; or (ii) any failure to make any payment when due (after any applicable grace period) with respect to any Indebtedness of the Borrower or any Material Subsidiary (other than the Obligations) in an aggregate principal amount exceeding $400,000,000;

(k) any material Loan Document or any material provision thereof, shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by the Borrower seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower shall deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document (other than in accordance with its terms); or

(l) there shall occur any Change of Control.

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Section 8.2 Remedies.

(a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.3 hereof, shall declare the principal of and interest on the Loans and the Notes, if any, and all other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding.

(b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, all without any action by the Administrative Agent, the Lenders, the Majority Lenders or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.

(c) Upon acceleration of the Loans, as provided in Section 8.2(a) or (b) hereof, the Administrative Agent and the Lenders shall have all of the post-default rights granted to them, or any of them, as applicable under the Loan Documents and under Applicable Law.

(d) The rights and remedies of the Administrative Agent and the Lenders hereunder shall be cumulative, and not exclusive.

Section 8.3 Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second, to the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.

ARTICLE 9 - THE ADMINISTRATIVE AGENT

Section 9.1 Appointment and Authorization. Each of the Lenders hereby irrevocably appoints Toronto Dominion (Texas) LLC to act on its behalf as the Administrative Agent

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hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

Section 9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.11 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.5 Resignation of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right to appoint a successor, which shall (i) be a bank with (A) an office in the United States, or an Affiliate of a bank with an office in the United States, and (B) combined capital and reserves in excess of $250,000,000 (clauses (A) and (B) together, the “Agent Qualifications”) and (ii) so long as no Event of Default is continuing, be reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent meeting the Agent Qualifications. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(a) If the Person serving as Administrative Agent has, (i) become the subject of a voluntary proceeding under any bankruptcy or other debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary

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or involuntary proceeding under any bankruptcy or other debtor relief law or any such appointment, the Majority Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and appoint a successor Administrative Agent meeting the Agent Qualifications and which, so long as no Event of Default is continuing, is reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(b) With effect from, as applicable, the Resignation Effective Date or the Removal Effective Date (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.2 and 11.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 9.6 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.7 Indemnification. The Lenders severally, and not jointly, agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower but without affecting the Borrower’s obligations with respect thereto) pro rata, from and against any and all liabilities, obligations, losses (other than the loss of principal, interest and fees hereunder in the event of a bankruptcy or out-of-court ‘work-out’ of the Loans), damages, penalties, actions,

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judgments, suits, or reasonable out-of-pocket costs, expenses (including, without limitation, fees and disbursements of experts, agents, consultants and counsel), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document, or any other document contemplated by this Agreement or any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document contemplated by this Agreement, except that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter.

Section 9.8 No Responsibilities of the Agents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Co-Syndication Agents, the Joint Lead Arrangers and the Joint Bookrunners (as set forth on the cover page hereof) shall not have any duties or responsibilities, nor shall the Co-Syndication Agents, the Joint Lead Arrangers or Joint Bookrunners have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Co-Syndication Agents, the Joint Lead Arrangers or Joint Bookrunners.

Section 9.9 Lender ERISA Matters. Each Lender represents and warrants as of the date hereof to the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code that is using “plan assets” of any such plans or accounts to fund or hold Loans or perform its obligations under this Agreement; or (iv) a “governmental plan” within the meaning of ERISA.

ARTICLE 10 - CHANGES IN CIRCUMSTANCES

AFFECTING LIBOR ADVANCES AND INCREASED COSTS

Section 10.1 LIBOR Basis Determination Inadequate or Unfair.

(1) If with respect to any proposed LIBOR Advance for any Interest Period, (a) the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBOR Advances for such Interest Period, or (b) the Administrative Agent determines after consultation with the Lenders that adequate and fair means do not exist for determining the LIBOR Basis, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such situation no longer exist, the obligations of any affected Lender to make its portion of such LIBOR Advances shall be suspended and each affected Lender shall make its portion of such LIBOR Advance as a Base Rate Advance.

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(2) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (1)(b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (1)(b) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the administrator of LIBOR is insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (2) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 10.1(2), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Request for Advance requesting a Conversion of any Base Rate Advance to, or continuation of any Base Rate Advance as, a LIBOR Advance shall be ineffective and (y) if any Request for Advance requests a LIBOR Advance, such Advance shall be made as an Base Rate Advance.

Section 10.2 Illegality. If, after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement Date), or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to make, maintain or fund its portion of such LIBOR Advances, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower. Before giving any notice to the Administrative Agent pursuant to this Section 10.2, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice,

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notwithstanding anything contained in Article 2 hereof, the Borrower shall Convert such LIBOR Advance to a Base Rate Advance on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advance if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advance to such day.

Section 10.3 Increased Costs and Additional Amounts.

(a) If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement Date), or any interpretation or change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any directive issued after the Agreement Date (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i) shall subject any Lender to any Tax with respect to its obligation to make its portion of LIBOR Advances, or its portion of other Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its portion of LIBOR Advances or in respect of any other amounts due under this Agreement, or its obligation to make its portion of Advances (except for changes with respect to Taxes imposed on the revenues or net income of such Lender, and except for any Taxes referred to in Section 10.3(b) hereof); or

(ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, capital adequacy or liquidity, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by, any Lender or shall impose on any Lender or the London interbank borrowing market any other condition affecting its obligation to make its portion of such LIBOR Advances or its portion of existing Advances;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any of its portion of such LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, if any, with respect thereto, then, within ten (10) days after demand by such Lender, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis for such increased costs; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued.

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(b) Except as required by Applicable Law, all payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income or other similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”), now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority, excluding any Taxes imposed on a Lender by reason of any connection between the Lender and the taxing jurisdiction other than a connection that is solely attributable to executing, delivering, performing or enforcing this Agreement and receiving payments hereunder. If any such non-excluded Taxes (collectively, the “Non-Excluded Taxes”) are required to be withheld or deducted from any such payment, the Borrower shall pay such additional amounts as may be necessary to ensure that the net amount actually received by a Lender after such withholding or deduction is equal to the amount that the Lender would have received had no such withholding or deduction been required; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender if such Lender fails to comply with the requirements of Section 2.12 hereof, provided, further, that the Borrower shall not be required to pay any additional amounts in respect of Taxes imposed under FATCA, provided, further, that the Borrower shall not be required to pay any U.S. withholding Taxes imposed on amounts payable to or for the account of any Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except, in each case, to the extent that, pursuant to this Section 10.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as result of any such failure. The Borrower shall make any payments required pursuant to the immediately preceding sentence within thirty (30) days after receipt of written demand therefor from the Administrative Agent or any Lender, as the case may be. The agreements set forth in this Section 10.3 shall survive the termination of this Agreement and the payment of the Obligations. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 10.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender.

(c) Any Lender claiming compensation under this Section 10.3 shall provide the Borrower with a written certificate setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be presumptively correct absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods (it being understood that no Lender shall be required to disclose (i) any confidential or price sensitive information or (ii) any information to

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the extent prohibited by applicable law). Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 10.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that, other than in respect of Taxes, the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section if the circumstances giving rise to such compensation occurred more than six (6) months prior to the date that such Lender notifies the Borrower of such circumstances and of such Lender’s intention to claim compensation therefor (except that, if such circumstances are retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). If any Lender demands compensation under this Section 10.3, the Borrower may at any time, upon at least five (5) Business Days’ prior notice to such Lender, Convert into a Base Rate Advance such Lender’s portion of the then outstanding LIBOR Advances, and pay to such Lender the accrued interest and fees thereon to the date of Conversion, along with any reimbursement required under Section 2.9 hereof and this Section 10.3.

(d) The Borrower shall pay any present or future stamp, transfer or documentary Taxes or any other excise or property Taxes that may be imposed in connection with the execution, delivery or registration of this Agreement or any other Loan Documents.

(e) If any party receives a refund of any Taxes for which it has been indemnified pursuant to this Section 10.3, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event that such indemnified party is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Section 10.4 Effect On Other Advances. If notice has been given pursuant to Section 10.1, 10.2 or 10.3 hereof suspending the obligation of any Lender to make its portion of any LIBOR Advance, or requiring such Lender’s portion of LIBOR Advances to be Converted, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such Conversion no longer apply, all amounts which would otherwise be made by such Lender as its portion of LIBOR Advances shall be made instead as Base Rate Advances, unless otherwise notified by the Borrower.

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Section 10.5 Claims for Increased Costs and Taxes; Replacement Lenders. In the event that any Lender shall (y) decline to make LIBOR Advances pursuant to Sections 10.1 and 10.2 hereof, or (z) have notified the Borrower that it is entitled to claim compensation pursuant to Section 10.3, 2.8, 2.9 or 2.11 hereof or is unable to complete the form required or is subject to withholding on account of any Tax (each such lender being an “Affected Lender”), the Borrower at its own cost and expense may designate a replacement lender (a “Replacement Lender”) to purchase the outstanding Loans of such Affected Lender and such Affected Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Affected Lender, by way of an Assignment and Assumption substantially in the form of Exhibit F attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, payment by the Borrower of any amount which would be payable to such Affected Lender pursuant to Section 2.9 hereof (provided that the administrative fee set forth in Section 11.4(b)(iv) shall not apply to an assignment described in this clause (a)), and (b) upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of this Agreement).

ARTICLE 11 - MISCELLANEOUS

Section 11.1 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 4; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified to the Administrative Agent (including, as appropriate, notices delivered solely to the Person designated by a Lender for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except

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that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent and the Borrower, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent and the Borrower that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 11.2 Expenses. The Borrower will promptly pay, or reimburse:

(a) all reasonable and documented out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and the transactions contemplated hereunder and thereunder any amendments, waivers and consents associated therewith, including, without limitation, the reasonable and documented fees and disbursements of Shearman & Sterling LLP, special counsel for the Administrative Agent; and

(b) all documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders of enforcement under this Agreement or the other Loan Documents and all documented out-of-pocket costs and expenses of collection if an Event of Default occurs in the payment of the Notes, which in each case shall include, without limitation, reasonable fees and out-of-pocket expenses of one counsel for the Administrative Agent and one counsel for all Lenders.

Section 11.3 Waivers. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall be cumulative and not

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exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Administrative Agent, the Majority Lenders and the Lenders, or any of them, in exercising any right, shall operate as a waiver of such right. No waiver of any provision of this Agreement or consent to any departure by the Borrower or any of its Subsidiaries therefrom shall in any event be effective unless the same shall be permitted by Section 11.11, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

Section 11.4 Assignment and Participation.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the Loans at the time owing to the assigning Lender or in the case of an assignment to a Lender, an Affiliate of a Lender, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than

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$1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans assigned;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender;

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance reasonably satisfactory to the Administrative Agent.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or (B) to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 10.2, 10.3 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amounts of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. This Section 11.4(c) shall be construed so that the Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or Treasury Regulations promulgated thereunder). The Register shall be available for inspection by the Borrower and any Lender, as to its Commitments only, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (ii)(A), (B) or (C) of Section 11.11(a) that affects such Participant. Subject to the following paragraph, the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.

A Participant shall not be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under

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any Loan Document) except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be Loans of the Granting Lender to the same extent, and as if, such Loans were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advance to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advance and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.4(f) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrower and all other parties hereunder

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that (A) the funding and maintaining of such Advances by such SPC shall not constitute a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law. The SPC shall from time to time provide to the Borrower the tax and other forms required pursuant to Section 2.12 hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrower or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lender’s designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrower would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an Advance from time to time on the Register maintained pursuant to Section 11.4(c) hereof.

Section 11.5 Indemnity. The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent and each of their respective Related Parties (any of the foregoing shall be an “Indemnitee”) from and against any and all claims, liabilities, obligations, losses, damages, actions, reasonable and documented external attorneys’ fees and expenses (as such fees and expenses are reasonably incurred), penalties, judgments, suits, reasonable and documented out-of-pocket costs and demands by any third party, including the costs of investigating and defending such claims, whether or not the Borrower or the Person seeking indemnification is the prevailing party (a) resulting from any breach or alleged breach by the Borrower of any representation or warranty made hereunder or under any Loan Document; or (b) otherwise arising out of (i) this Agreement, any Loan Document or any transaction contemplated hereby or thereby, including, without limitation, the use of the proceeds of Loans hereunder in any fashion by the Borrower or the performance of its obligations under the Loan Documents, (ii) allegations of any participation by a Lender, the Administrative Agent or any of them, in the affairs of the Borrower or any of its Subsidiaries, or allegations that any of them has any joint liability with the Borrower for any reason and (iii) any claims against the Lenders, the Administrative Agent or any of them, by any shareholder or other investor in or lender to the Borrower, by any brokers or finders or investment advisers or investment bankers retained by the Borrower or by any other third party, arising out of or under this Agreement, except to the extent that (A) the Person seeking indemnification hereunder is determined in such case to have acted with gross negligence or willful misconduct, in any case, by a final, non-appealable judicial order of a court of competent jurisdiction or (B) such claims are for lost profits, foreseeable and unforeseeable, consequential, special, incidental or indirect damages or punitive damages. Upon receipt of notice in writing of any actual or prospective claim, litigation, investigation or proceeding for which indemnification is provided pursuant to the immediately preceding sentence (a “Relevant Proceeding”), the recipient shall promptly notify the Administrative Agent (which shall promptly notify the other parties hereto) thereof, and the Borrower and the Lenders agree to consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. The Borrower shall be entitled, to the extent feasible, to participate in any Relevant Proceeding and shall be entitled to assume the defense thereof with counsel of the Borrower’s choice; provided, however, that such counsel shall be reasonably satisfactory to such of the Indemnitees as are parties thereto; provided, further, however, that, after the Borrower has assumed the defense of any Relevant Proceeding, it will not settle,

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compromise or consent to the entry of any order adjudicating or otherwise disposing of any claims against any Indemnitee (1) if such settlement, compromise or order involves the payment of money damages, except if the Borrower agrees, as between the Borrower and such Indemnitee, to pay such money damages, and, if not simultaneously paid, to furnish such Indemnitee with satisfactory evidence of its ability to pay the same, and (2) if such settlement, compromise or order involves any relief against such Indemnitee other than the payment of money damages, except with the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld). Notwithstanding the Borrower’s election to assume the defense of such Relevant Proceeding, such of the Indemnitees as are parties thereto shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at the expense of such Indemnitee. The obligations of the Borrower under this Section 11.5 are in addition to, and shall not otherwise limit, any liabilities which the Borrower might otherwise have in connection with any warranties or similar obligations of the Borrower in any other Loan Document. Notwithstanding the foregoing, this Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 11.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

Section 11.7 Governing Law; Jurisdiction.

(a) Governing Law. This Agreement and the Notes shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed the State of New York.

(b) Jurisdiction. The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action,

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litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 11.8 Severability. To the extent permitted by law, any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.9 Interest.

(a) In no event shall the amount of interest due or payable hereunder or under the Notes exceed the maximum rate of interest allowed by Applicable Law, and in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Administrative Agent or any Lender, then such excess sum shall be credited as a payment of principal, unless, if no Event of Default shall have occurred and be continuing, the Borrower shall notify the Administrative Agent or such Lender, in writing, that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Administrative Agent and the Lenders not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law.

(b) Notwithstanding the use by the Lenders of the Base Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrower at interest rates related to such reference rates.

Section 11.10 Table of Contents and Headings. The Table of Contents and the headings of the various subdivisions used in this Agreement are for convenience only and shall not in any way modify or amend any of the terms or provisions hereof, nor be used in connection with the interpretation of any provision hereof.

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Section 11.11 Amendment and Waiver.

(a) Neither this Agreement nor any Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by or at the written direction of:

(i) except as set forth in (ii) and (iii) below, the Majority Lenders and, in the case of any amendment, by the Borrower;

(ii) with respect to (A) any increase in the amount of any Lender’s portion of the Commitments or any extension of the Lender’s Commitments, (B) any reduction in the rate of, or postponement in the payment of any interest or fees due hereunder or the payment thereof to any Lender without a corresponding payment of such interest or fee amount by the Borrower, (C) (1) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the Lenders hereunder or (2) any reduction in the principal amount of the Loans without a corresponding payment, (D) any release of the Borrower from this Agreement, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders), (E) any amendment to the pro rata treatment of the Lenders set forth in Section 8.3 hereof, (F) any amendment of this Section 11.11, of the definition of Majority Lenders, or of any Section herein to the extent that such Section requires action by all Lenders, (G) any subordination of the Loans in full to any other Indebtedness, or (H) any extension of the Term Loan Maturity Date, the affected Lenders and in the case of an amendment, the Borrower, (it being understood that, for purposes of this Section 11.11(a)(ii), changes to provisions of the Loan Documents that relate only to one or more of the Loans shall be deemed to “affect” only the Lenders holding such Loans); and

(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.

(b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

(c) In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all Lenders, if the consent of Majority Lenders is obtained, but the consent of the other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-

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Consenting Lender”), then, at the Borrower’s request (and at the Borrower’s sole cost and expense), a Replacement Lender selected by the Borrower and reasonably acceptable to the Administrative Agent, shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Borrower’s request, sell and assign to such Person, all of the Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and fees and other amounts due (including without limitation amounts due to such Non-Consenting Lender pursuant to Section 2.9 hereof) or outstanding to such Non-Consenting Lender through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption substantially in the form on Exhibit F attached hereto. Upon execution of any Assignment and Assumption pursuant to this Section 11.11(b), (i) the Replacement Lender shall be entitled to vote on any pending waiver, amendment or consent in lieu of the Non-Consenting Lender replaced by such Replacement Lender, (ii) such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and (iii) such Non-Consenting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Loans).

Section 11.12 Entire Agreement. Except as otherwise expressly provided herein, this Agreement, the other Loan Documents and the other documents described or contemplated herein or therein will embody the entire agreement and understanding among the parties hereto and thereto and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.

Section 11.13 Other Relationships; No Fiduciary Relationships. No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any Affiliate thereof beyond the relationships specifically contemplated by this Agreement and the other Loan Documents. The Borrower agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrower, its Subsidiaries and their respective Affiliates, on the one hand, and the Administrative Agent, the Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, any Lender or any of their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

Section 11.14 Directly or Indirectly. If any provision in this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

Section 11.15 Reliance on and Survival of Various Provisions. All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to

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indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

Section 11.16 Senior Debt. The Obligations are intended by the parties hereto to be senior in right of payment to any Indebtedness of the Borrower that by its terms is subordinated to any other Indebtedness of the Borrower.

Section 11.17 Obligations. The obligations of the Administrative Agent and each of the Lenders hereunder are several, not joint.

Section 11.18 Confidentiality. The Administrative Agent and the Lenders shall hold confidentially all non-public and proprietary information and all other information designated by the Borrower as confidential, in each case, obtained from the Borrower or its Affiliates pursuant to the requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound lending practices; provided, however, that the Administrative Agent and the Lenders may make disclosure of any such information (a) to their examiners, Affiliates, outside auditors, counsel, consultants, appraisers, agents, other professional advisors, any credit insurance provider relating to the Borrower and its obligations and any direct or indirect contractual counterparty in swap agreements or such counterparty’s professional advisor in connection with this Agreement or as reasonably required by any proposed syndicate member or any proposed transferee or participant in connection with the contemplated transfer of any Note or participation therein (including, without limitation, any pledgee referred to in Section 11.4(e) hereof), in each case, so long as any such Person (other than any examiners) receiving such information is advised of the provisions of this Section 11.18 and agrees to be bound thereby, (b) as required or requested by any governmental authority or self-regulatory body or representative thereof or in connection with the enforcement hereof or of any Loan Document or related document or (c) pursuant to legal process or with respect to any litigation between or among the Borrower and any of the Administrative Agent or the Lenders. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished to it by the Borrower. The foregoing provisions shall not apply to the Administrative Agent or any Lender with respect to information that (i) is or becomes generally available to the public (other than through the Administrative Agent or such Lender), (ii) is already in the possession of the Administrative Agent or such Lender on a non-confidential basis, or (iii) comes into the possession of the Administrative Agent or such Lender from a source other than the Borrower or its Affiliates in a manner not known to the Administrative Agent or such Lender to involve a breach of a duty of confidentiality owing to the Borrower or its Affiliates.

Section 11.19 USA PATRIOT ACT Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

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Section 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.21 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its

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Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

ARTICLE 12 - WAIVER OF JURY TRIAL

Section 12.1 Waiver of Jury Trial. EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY AGREE, TO THE EXTENT PERMITTED BY LAW, TO WAIVE AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH THE BORROWER, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 12.1. EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above written.

BORROWER:	AMERICAN TOWER CORPORATION
	By:	/s/ Rodney M. Smith
		Name: Rodney M. Smith
		Title: Executive Vice President, Chief Financial Officer and Treasurer

[Signature Page to Term Loan Agreement]

ADMINISTRATIVE AGENT AND LENDERS:	TORONTO DOMINION (TEXAS) LLC, as Administrative Agent
	By:	/s/ Angela Del Duca
		Name: Angela Del Duca
		Title: Authorized Signatory
	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
	By:	/s/ Angela Del Duca
		Name: Angela Del Duca
		Title: Authorized Signatory
	COBANK ACB, as a Lender
	By:	/s/ Gary Franke
		Name: Gary Franke
		Title: Managing Director
	SANTANDER BANK, N.A., as a Lender
	By:	/s/ Pablo Urgoiti
		Name: Pablo Urgoiti
		Title: Managing Director
	By:	/s/ Nuno Dias Andrade
		Name: Nuno Dias Andrade
		Title: Managing Director
	MORGAN STANLEY BANK, N.A., as a Lender
	By:	/s/ Julie Lilienfeld
		Name: Julie Lilienfeld
		Title: Authorized Signatory

[Signature Page to Term Loan Agreement]

MUFG UNION BANK, N.A., as a Lender
By:	/s/ Marlon Mathews
	Name: Marlon Mathews
	Title: Director
THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ Joseph Ward
	Name: Joseph Ward
	Title: Managing Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
By:	/s/ Brian Crowley
	Name: Brian Crowley
	Title: Managing Director
By:	/s/ Miriam Trautmann
	Name: Miriam Trautmann
	Title: Senior Vice President
CITIBANK, N.A., as a Lender
By:	/s/ Keith Lukasavich
	Name: Keith Lukasavich
	Title: Vice President & Managing Director
COMMERZBANK AG, NEW YORK BRANCH, as a Lender
By:	/s/ Mathew Ward
	Name: Mathew Ward
	Title: Director
By:	/s/ Robert Sullivan
	Name: Robert Sullivan
	Title: Vice President

[Signature Page to Term Loan Agreement]

SUMITOMO MITSUI BANKING CORPORATION as a Lender
By:	/s/ Michael Maguire
	Name: Michael Maguire
	Title: Managing Director
BANK OF AMERICA, N.A., as a Lender
By:	/s/ Kyle Oberkrom
	Name: Kyle Oberkrom
	Title: Vice President
GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Rebecca Kratz
	Name: Rebecca Kratz
	Title: Authorized Signatory

[Signature Page to Term Loan Agreement]

SCHEDULE 1

COMMITMENTS

Lender	Term Loan Commitment
The Toronto-Dominion Bank, New York Branch	$	250,000,000
CoBank, ACB	$	175,000,000
Santander Bank, N.A.	$	150,000,000
Morgan Stanley Bank, N.A.	$	50,000,000
MUFG Union Bank, N.A.	$	50,000,000
The Bank of Nova Scotia	$	100,000,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$	75,000,000
Citibank, N.A.	$	75,000,000
Commerzbank AG, New York Branch	$	75,000,000
Sumitomo Mitsui Banking Corporation	$	75,000,000
Bank of America, N.A.	$	50,000,000
Goldman Sachs Bank USA	$	15,000,000
Total:	$	1,140,000,000

SCHEDULE 2

EXISTING ABS FACILITIES

$1,300.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2013-2, Subclass A and $500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A issued by the American Tower Trust I

$350.0 million aggregate principal amount of American Tower Secured Revenue Notes, Series 2015-1, Class A and $525.0 million aggregate principal amount American Tower Secured Revenue Notes, Series 2015-2, Class A issued by GTP Acquisition Partners I, LLC

SCHEDULE 3

SUBSIDIARIES ON THE AGREEMENT DATE

10 Presidential Way Associates, LLC

ACC Tower Sub, LLC

Adquisiciones y Proyectos Inalámbricos, S. de R. L. de C.V.

Alternative Networking LLC

American Tower Asset Sub II, LLC

American Tower Asset Sub, LLC

American Tower Charitable Foundation, Inc.

American Tower Delaware Corporation

American Tower Depositor Sub, LLC

American Tower do Brasil - Cessão de Infraestruturas Ltda.

American Tower do Brasil – Communicação Multimídia Ltda.

American Tower Guarantor Sub, LLC

American Tower Holding Sub, LLC

American Tower Holding Sub II, LLC

American Tower International Holding I LLC

American Tower International Holding II LLC

American Tower International, Inc.

American Tower Investments LLC

American Tower LLC

American Tower Management, LLC

American Tower Mauritius

American Tower, L.P.

American Tower Servicios Fibra, S. de R.L. de C.V.

American Tower Tanzania Operations Limited

American Towers LLC

AT Kenya C.V.

AT Netherlands C.V.

AT Netherlands Coöperatief U.A.

AT Sao Paulo C.V.

AT Sher Netherlands Coöperatief U.A.

AT South America C.V.

ATC Africa Holding B.V.

ATC Africa Shared Services (Pty) Ltd

ATC Antennas Holding LLC

ATC Antennas LLC

ATC Argentina Coöperatief U.A.

ATC Argentina C.V.

ATC Argentina Holding LLC

ATC Asia Pacific Pte. Ltd.

ATC Atlantic C.V.

ATC Atlantic II B.V.

ATC Backhaul LLC

ATC Brasil – Serviços de Conectividades Ltda.

ATC Brazil Holding LLC

ATC Brazil I LLC

ATC Brazil II LLC

ATC Chile Holding LLC

ATC Colombia B.V.

ATC Colombia Holding I LLC

ATC Colombia Holding LLC

ATC Colombia I LLC

ATC CSR Foundation India

ATC Ecuador Holding LLC

ATC Edge LLC

ATC EH GmbH & Co. KG

ATC Europe B.V.

ATC Europe LLC

ATC European Holdings, Inc.

ATC Fibra de Colombia, S.A.S.

ATC France SAS

ATC France Coöperatief U.A.

ATC France Holding SAS

ATC France Holding II SAS

ATC France Réseaux SAS

ATC France Services SAS

ATC Germany Holdings GmbH

ATC Germany Services GmbH

ATC GP GmbH

ATC Global Employment B.V.

ATC Heston B.V.

ATC Holding Fibra Mexico S. de R.L. DE C.V.

ATC India Infrastructure Private Limited

ATC Indoor DAS Holding LLC

ATC Indoor DAS LLC

ATC International Coöperatief U.A.

ATC International Financing B.V.

ATC International Financing II B.V.

ATC International Financing II Holding LLC

ATC International Holding Corp.

ATC IP LLC

ATC Iris I LLC

ATC Kenya Operations Limited

ATC Kenya Services Limited

ATC Latin America S.A. de C.V., SOFOM, E.N.R.

ATC Managed Sites Holding LLC

ATC Managed Sites LLC

ATC MexHold LLC

ATC Mexico Holding LLC

ATC Nigeria Coöperatief U.A.

ATC Nigeria C.V.

ATC Nigeria Holding LLC

ATC Nigeria Wireless Infrastructure Limited

ATC On Air + LLC

ATC Operations LLC

ATC Outdoor DAS, LLC

ATC Paraguay Holding LLC

ATC Paraguay S.R.L.

ATC Peru Holding LLC

ATC Ponderosa B-I LLC

ATC Ponderosa B-II LLC

ATC Ponderosa K LLC

ATC Ponderosa K-R LLC

ATC Sequoia LLC

ATC Sitios de Chile S.A.

ATC Sitios de Colombia S.A.S.

ATC Sitios del Peru S.R.L.

ATC Sitios Infraco S.A.S.

ATC South Africa Investment Holdings (Proprietary) Limited

ATC South Africa Wireless Infrastructure (Pty) Ltd

ATC South Africa Wireless Infrastructure II (Pty) Ltd

ATC South America Holding LLC

ATC South LLC

ATC Tanzania Holding LLC

ATC Telecom Infrastructure Private Limited

ATC Tower (Ghana) Limited

ATC Tower Services LLC

ATC TRS I LLC

ATC TRS II LLC

ATC TRS III LLC

ATC Uganda Limited

ATC Watertown LLC

ATC WiFi LLC

ATS-Needham LLC

Blue Transfer Sociedad Anonima

California Tower, Inc.

Cell Site NewCo II, LLC

Cell Tower Lease Acquisition LLC

Central States Tower Holdings, LLC

CNC2 Associates, LLC

Colo ATL, LLC

Comunicaciones y Consumos S.A.

Connectivity Infrastructure Services Limited

DCS Tower Sub, LLC

Eaton Towers Burkina Faso S.A.

Eaton Towers Ghana Limited

Eaton Towers Ghana (M) Limited

Eaton Towers Holdings Limited

Eaton Towers Kenya Limited

Eaton Towers (Lilongwe) Limited

Eaton Towers Limited

Eaton Towers Niger S.A.

Eaton Towers Uganda Limited

Eure-et-Loir Réseaux Mobiles SAS

Ghana Tower InterCo B.V.

Global Tower Assets III, LLC

Global Tower Assets, LLC

Global Tower Holdings, LLC

Global Tower Services, LLC

Global Tower, LLC

Goodison One Hundred Twenty Limited

Gondola Tower Holdings LLC

GrainComm I, LLC

GrainComm II, LLC

GrainComm III, LLC

GrainComm V, LLC

GrainComm Marketing, LLC

Grain Communications REIT II, Inc.

Grain HoldCo, LLC

Grain HoldCo Parent, LLC

GTP Acquisition Partners I, LLC

GTP Acquisition Partners II, LLC

GTP Acquisition Partners III, LLC

GTP Costa Rica Finance, LLC

GTP Infrastructure I, LLC

GTP Infrastructure II, LLC

GTP Infrastructure III, LLC

GTP Investments LLC

GTP LATAM Holdings B.V.

GTP LatAm Holdings Coöperatieve U.A.

GTP Operations CR, S.R.L.

GTP South Acquisitions II, LLC

GTP Structures I, LLC

GTP Structures II, LLC

GTP Structures III, LLC

GTP Torres CR, S.R.L.

GTP Towers Costa Rica Holdcorp S.R.L.

GTP Towers I, LLC

GTP Towers II, LLC

GTP Towers III, LLC

GTP Towers IV, LLC

GTP Towers IX, LLC

GTP Towers V, LLC

GTP Towers VII, LLC

GTP Towers VIII, LLC

GTP TRS I LLC

GTPI HoldCo, LLC

Haysville Towers, LLC

JT Communications, LLC

Lap do Brasil Empreendimentos Imobiliários Ltda

LAP Inmobiliaria Limitada

Loxel SAS

MATC Digital, S. de R.L. de C.V.

MATC Fibraoptica, S. de R.L. de C.V.

MATC Infraestructura, S. de R.L. de C.V.

MATC Servicios, S. de R.L. de C.V.

MHB Tower Rentals of America, LLC

MC New Macland Properties, LLC

MCSU Properties, LLC

Municipal Bay, LLC

Municipal-Bay Holdings, LLC

New Towers LLC

PCS Structures Towers, LLC

Red Spires Asset Sub, LLC

Richland Towers, LLC

RSA Media, Inc.

Southeast Network Access Point, LLC

SpectraSite Communications, LLC

SpectraSite, LLC

T8 Ulysses Site Management LLC

Tower Management, Inc.

Towers of America, L.L.L.P.

Transcend Infrastructure Holdings Pte. Ltd.

Transcend Towers Infrastructure (Philippines), Inc.

Uganda Tower Interco B.V.

Ulysses Asset Sub I, LLC

Ulysses Asset Sub II, LLC

UniSite, LLC

UniSite/Omnipoint FL Tower Venture, LLC

UniSite/Omnipoint NE Tower Venture, LLC

UniSite/Omnipoint PA Tower Venture, LLC

Verus Management One, LLC

SCHEDULE 4

AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

American Tower Corporation

116 Huntington Avenue

Boston, MA 02116

Attention: Treasurer (or General Counsel if legal notice)

Telephone:                     

Fax: 617-375-7575

Website Address: www.americantower.com

U.S. Taxpayer Identification Number:                     

AGENT:

Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Toronto Dominion (Texas) LLC

Attention: Administrative Agent

Telephone: N/A

Telecopier: 416 982 5535

Electronic Mail:                     

Wire Instructions for Payments:

EXHIBIT A

FORM OF REQUEST FOR ADVANCE

Date: [                    ], 20[    ]

To: Toronto Dominion (Texas) LLC, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement, to be dated as of                     , 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), by and among American Tower Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and Toronto Dominion (Texas) LLC, as Administrative Agent.

The undersigned hereby requests (select one):

☐  An Advance of Loans                      ☐  A conversion or continuation of Loans

1. On                                          (a Business Day).

2. In the amount of $                .

3. Comprised of                                                  .

[type of Advance requested]

4. For LIBOR Advances: with an Interest Period of      months with a maturity date of                     .

The Borrower hereby represents and warrants that the conditions specified in Section 3.1 of the Agreement shall be satisfied on and as of the date of the Advance.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

AMERICAN TOWER CORPORATION, a Delaware corporation

By:

Name:

Title:

A-1

Form of Request for Advance

EXHIBIT B

[Reserved]

B-1

EXHIBIT C

FORM OF NOTE

$                    

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to                      or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of                      made by the Lender to the Borrower under that certain Term Loan Agreement, dated as of                     , 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of the Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This promissory note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Loan made by the Lender shall be evidenced by a loan account or record maintained by the Lender in the ordinary course of business. The Lender may also attach a schedule to this Note and endorse thereon the date, amount and maturity of its Loan and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

C-1

Form of Note

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

AMERICAN TOWER CORPORATION

By:

Name:

Title:

C-2

Form of Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal
or Interest
Paid This
Date Outstanding
Principal
Balance
This Date Notation
Made By

C-3

Form of Note

EXHIBIT D

FORM OF LOAN CERTIFICATE

[                    ], 20[    ]

The undersigned, [                    ], the [                    ] of American Tower Corporation, a Delaware corporation (the “Company”), does hereby certify, on and as of the date hereof, in the name of and on behalf of the Company pursuant to that certain Term Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among the Company, the financial institutions party thereto as lenders and Toronto Dominion (Texas) LLC, as Administrative Agent, as follows:

1. All terms not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

2. Attached hereto as Exhibit A is a true, complete and correct copy of the certificate of incorporation of the Company (the “Certificate of Incorporation”) as certified by the Secretary of State of the State of Delaware as of the date given on the certificate. The Certificate of Incorporation has not been amended or restated, and no document with respect to an amendment to the Certificate of Incorporation has been filed with the Secretary of State since such date.

3. Attached hereto as Exhibit B is a true, complete and correct copy of the By-laws of the Company, as have been in full force and effect at all times from the date thereof through the date hereof.

4. (i) Attached hereto as Exhibit C is a true and correct copy of certain resolutions, duly adopted by the Board of Directors of the Company [at a meeting held ][by unanimous written consent] on [                    ] (the “Resolutions”), (ii) that the Resolutions have not been amended, modified or rescinded and remain in full force and effect, and (iii) that the Resolutions constitute all of the resolutions or consents of the Board of Directors of the Company relating to the transactions contemplated by the Loan Documents.

5. Attached hereto as Exhibit D are the names and the respective offices and the true and genuine specimen signatures (or facsimiles thereof) of the duly elected, qualified and acting officers of the Company authorized to execute and deliver on behalf of the Company the Loan Documents to which it is a party, and all other documents necessary or appropriate to consummate the transactions contemplated therein or in the Loan Agreement and the Loan Documents.

6. Attached hereto as Exhibit E is a true, correct and complete copy of a Certificate of Good Standing as of a recent date for the Company issued by the Secretary of State of the State of Delaware.

D-1

Form of Loan Certificate

7. Goodwin Procter LLP is entitled to rely on this certificate in rendering its opinion pursuant to Section 3.1(c)(i) of the Loan Agreement.

[Signature Pages Follow]

D-2

Form of Loan Certificate

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

By:
	Name: [                    ]
	Title: [                    ]

The undersigned, [                    ],[                    ] of the Company, hereby certifies that [                    ], who executed the foregoing Certificate, is the duly elected, qualified and acting [                    ] of the Company and that the signature set forth above his name is his genuine signature.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

By:
	Name: [                    ]
	Title: [                    ]

D-3

Form of Loan Certificate

EXHIBIT A

CERTIFICATE OF INCORPORATION

D-4

Form of Loan Certificate

EXHIBIT B

BY-LAWS

D-5

Form of Loan Certificate

EXHIBIT C

RESOLUTIONS

D-6

Form of Loan Certificate

EXHIBIT D

INCUMBENCY

Name	Office	Signature
[                    ]	[                    ]	[                    ]
[                    ]	[                    ]	[                    ]
[                    ]	[                    ]	[                    ]
[                    ]	[                    ]	[                    ]
[                    ]	[                    ]	[                    ]
[                    ]	[                    ]	[                    ]

D-7

Form of Loan Certificate

EXHIBIT E

GOOD STANDING CERTIFICATE

D-8

Form of Loan Certificate

EXHIBIT E

FORM OF PERFORMANCE CERTIFICATE

[                    ], 20[    ]

Financial Statement Date: [                    ], 20[    ]

To: Toronto Dominion (Texas) LLC, as Administrative Agent

The undersigned [                    ], as [                    ] of AMERICAN TOWER CORPORATION, a Delaware corporation (the “Borrower”), does hereby certify, on and as of the date hereof, in the name of and on behalf of the Borrower in connection with that certain Term Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among the Borrower, the financial institutions party thereto as lenders and Toronto Dominion (Texas) LLC, as Administrative Agent, as follows:

1. Calculations demonstrating compliance with Sections 7.5 and 7.6 of the Loan Agreement are set forth on Schedule 1 attached hereto; and

2. To the knowledge of the undersigned, no Default or Event of Default has occurred and is continuing or, if a Default has occurred, each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrowers with respect to such Default are set forth on Schedule 2 attached hereto.

Capitalized terms used herein and not otherwise defined have the meaning given to them in the Loan Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

E-1

Form of Performance Certificate

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

AMERICAN TOWER CORPORATION, a Delaware corporation
By:
	Name: [                    ]
	Title: [                    ]

E-2

Form of Performance Certificate

For the [Quarter] [Year] ended                     , 20     (“Statement Date”)

SCHEDULE 1

to the Performance Certificate

($ in 000’s)

ARTICLE 13 - (A) Section 7.5 of the Loan Agreement

1.	Senior Secured Leverage Ratio Compliance
	(a)	Senior Secured Debt as of the last day of such fiscal quarter or on any other calculation date, as applicable = the aggregate amount of secured Indebtedness plus Attributable Debt as of such date (including, without limitation, Indebtedness under any Existing ABS Facility and Indebtedness under any additional ABS Facilities entered into in accordance with Section 7.1(h) of the Loan Agreement)			$
			divided by
	(b)	Adjusted EBITDA for the four fiscal quarter period ended on the last day of such fiscal quarter, if calculated as of the end of a fiscal quarter, or for the four fiscal quarter period ended on the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 or 6.2 of the Loan Agreement, if calculated at the time of incurrence of any Indebtedness = the sum of (in each case determined in accordance with GAAP):
		(1)	Net Income		$
			plus (to the extent deducted in determining such Net Income)
		(2)	The sum of:
			(A)	Interest Expense	$
				plus
			(B)	income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes	$
				plus
			(C)	depreciation and amortization (including, without limitation, amortization of goodwill and other intangible

E-3

Form of Performance Certificate

	assets)	$
	plus
(D)	extraordinary losses and non-recurring non-cash charges and expenses	$
	plus
(E)	all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges and losses from the early extinguishment of Indebtedness)	$
	plus
(F)	non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses)	$
	plus
(G)	non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period	$
	less
(H)	extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period	$
	SUBTOTAL for (b):	$
	TOTAL SENIOR SECURED LEVERAGE RATIO (line (a) divided by line (b)) =		: 1.00

E-4

Form of Performance Certificate

Maximum ratio permitted for applicable period = 3.00: 1.00

E-5

Form of Performance Certificate

ARTICLE 14 - (B) Section 7.6 of the Loan Agreement

1.	Total Borrower Leverage Ratio Compliance
	(a)	Total Debt as of the last day of such fiscal quarter or on any other calculation date, as applicable = the sum (without duplication) of, in each case for the Borrower and its Subsidiaries on a consolidated basis:
		(1)	the outstanding principal amount of the Loans as of such date		$
			plus
		(2)	the aggregate amount of Indebtedness plus Attributable Debt of such Persons as of such date		$
			plus
		(3)	the aggregate amount of all Guaranties by such Persons of Indebtedness as of such date		$
			plus
		(4)	to the extent payable by the Borrower, an amount equal to the aggregate exposure of the Borrower under any Hedge Agreements permitted pursuant to Section 7.1 of the Loan Agreement, as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable		$
			less
		(5)	the sum of all unrestricted domestic cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date		$
			SUBTOTAL for (a):		$
				divided by
	(b)	Adjusted EBITDA for the four fiscal quarter period ended on the last day of such fiscal quarter, if calculated as of the end of a fiscal quarter, or for the four fiscal quarter period ended on the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 or 6.2 of the Loan Agreement, if calculated at the time of incurrence of any Indebtedness = the sum of (in each case determined in accordance with GAAP):			$

E-6

Form of Performance Certificate

(1)	Net Income		$
	plus (to the extent deducted in determining such Net Income)
(2)	The sum of:
	(A)	Interest Expense	$
		plus
	(B)	income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes	$
		plus
	(C)	depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets)	$
		plus
	(D)	extraordinary losses and non-recurring non-cash charges and expenses	$
		plus
	(E)	all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges and losses from the early extinguishment of Indebtedness)	$
		plus
	(F)	non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses)	$
		plus
	(G)	non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters’ fees, and severance and retention payments in connection

E-7

Form of Performance Certificate

	with any merger or acquisition, in each case for such period	$
	less
(H)	extraordinary gains and cash payments (not otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period	$
	SUBTOTAL for (b):	$
	TOTAL BORROWER LEVERAGE RATIO (line (a) divided by line (b)) =		: 1.00
	Maximum ratio permitted for applicable period =		6.00: 1.00

ARTICLE 15 -

E-8

Form of Performance Certificate

EXHIBIT F

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (the “Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

F-1

Form of Assignment and Assumption

1.	Assignor[s]:
2.	Assignee[s]:
	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.	Borrower(s):

4. Administrative Agent: Toronto Dominion (Texas) LLC, as the administrative agent under the Term Loan Agreement

5. Term Loan Agreement: Term Loan Agreement, dated as of                     , 2020 among American Tower Corporation, the Lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as Administrative Agent

6. Assigned Interest[s]:

Assignor[s]5	Assignee[s]6	Aggregate Amount of Loans for all Lenders7	Amount of Loans Assigned	Percentage Assigned of Loans8		CUSIP Number
		$	$		%
		$	$		%
		$	$		%

[7. Trade Date:                     ]⁹

⁵  List each Assignor, as appropriate.

⁶  List each Assignee, as appropriate.

⁷  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁸  Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

⁹  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

F-2

Form of Assignment and Assumption

Effective Date:                     , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]10 Accepted:
Toronto Dominion (Texas) LLC, as Administrative Agent
By:
	Title:
[Consented to:]11
By:
	Title:

¹⁰  To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.

¹¹  To be added only if the consent of the Borrower and/or other parties is required by the terms of the Term Loan Agreement.

F-2

Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 11.4(b)(i), (iii) and (iv) of the Term Loan Agreement (subject to such consents, if any, as may be required under Section 11.4(b)(iii) of the Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section      thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at

F-3

Form of Assignment and Assumption

the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

F-4

Form of Assignment and Assumption

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Thomas A. Bartlett, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Tower Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2020	By:	/S/    THOMAS A. BARTLETT
		Thomas A. Bartlett
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rodney M. Smith, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Tower Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2020	By:	/S/    RODNEY M.SMITH
		Rodney M. Smith
		Executive Vice President, Chief Financial Officer and Treasurer

EX-32

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of American Tower Corporation (the “Company”) for the three months ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2020	By:	/S/   THOMAS A. BARTLETT
		Thomas A. Bartlett
		President and Chief Executive Officer
Date: April 29, 2020	By:	/S/    RODNEY M. SMITH
		Rodney M. Smith
		Executive Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 21, 2020	Apr. 03, 2020	Mar. 31, 2020
Senior notes | 2.800% senior notes
Subsequent Event [Line Items]
Long-term debt, stated interest rate (as a percent)			2.80%
Subsequent Event | Unsecured debt | April 2020 Term Loan
Subsequent Event [Line Items]
Senior note public offering, amount	$ 1,190,000,000	$ 1,140,000,000
Subsequent Event | Unsecured debt | April 2020 Term Loan | Current margin over LIBOR
Subsequent Event [Line Items]
Current margin over LIBOR (as a percent)	1.75%
Subsequent Event | Unsecured debt | April 2020 Term Loan | Base Rate
Subsequent Event [Line Items]
Current margin over LIBOR (as a percent)	0.75%

XML

EQUITY - NARRATIVE (Details) € in Millions	3 Months Ended		12 Months Ended		108 Months Ended
	Mar. 31, 2020 USD ($) shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2019 USD ($) shares	Mar. 31, 2020 USD ($) shares	Dec. 31, 2017 USD ($)	Mar. 31, 2011 USD ($)
Class of Stock [Line Items]
Proceeds from stock options	$ 11,100,000	$ 27,200,000
Treasury stock activity (in shares) | shares	213,352
Treasury stock repurchased	$ 45,100,000
Accrued treasury stock repurchases	$ 5,400,000			$ 0	$ 5,400,000
Shares repurchased (in shares) | shares	10,864			10,651	10,864
Shares repurchased	$ 1,271,500,000			$ 1,226,400,000	$ 1,271,500,000
Accrued dividend RSU	8,600,000				$ 8,600,000
Paid dividend RSU	7,600,000	$ 6,600,000
ATC Europe
Class of Stock [Line Items]
Dividends			€ 24.5	$ 27,000,000.0
2011 Buyback
Class of Stock [Line Items]
Stock repurchase program, authorized amount							$ 1,500,000,000
Treasury stock activity (in shares) | shares					14,310,549
Treasury stock repurchased					$ 1,500,000,000
2017 Buyback
Class of Stock [Line Items]
Stock repurchase program, authorized amount						$ 2,000,000,000.0
Treasury stock repurchased	$ 45,100,000

XML

COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) ₨ in Millions, $ in Millions				3 Months Ended
	Dec. 05, 2016 INR (₨)	Dec. 05, 2016 USD ($)	Mar. 27, 2015 USD ($) communications_site renewal_period	Mar. 31, 2020 USD ($) communications_site communication_site renewal_period
INDIA
Loss Contingencies [Line Items]
Foreign income tax assessment	₨ 4,750	$ 69.8
Verizon Transaction
Loss Contingencies [Line Items]
Capital leased assets, number of units (in number of communication sites) | communications_site			11,250
Right to lease, weighted average term			28 years
Aggregate purchase option price for towers | $			$ 5,000.0
Customer lease, initial term			10 years
Successive terms to renew lease (in numbers of terms) | renewal_period			8
Renewal term			5 years
AT&T Transaction
Loss Contingencies [Line Items]
Capital leased assets, number of units (in number of communication sites) | communications_site				2,200
Aggregate purchase option price for towers | $				$ 960.4
Successive terms to renew lease (in numbers of terms) | renewal_period				5
Renewal term				5 years
Operating lease, term of contract				27 years
Number of sites acquired life to date | communication_site				228

XML

ACQUISITIONS - PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Business Combinations [Abstract]
Pro forma revenues	$ 1,993.8	$ 1,899.3
Pro forma net income attributable to American Tower Corporation common stockholders	$ 414.9	$ 380.3
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders (in dollars per share)	$ 0.94	$ 0.86
Diluted net income attributable to American Tower Corporation common stockholders (in dollars per share)	$ 0.93	$ 0.86

XML

LONG-TERM OBLIGATIONS - SCHEDULE OF LONG-TERM OBLIGATIONS (Details) € in Millions, $ in Millions	3 Months Ended	4 Months Ended
	Mar. 31, 2020 USD ($)	Apr. 29, 2020 EUR (€)	Apr. 29, 2020 USD ($)	Jan. 15, 2020	Jan. 10, 2020	Dec. 31, 2019 USD ($)	Feb. 14, 2019
Debt Instrument [Line Items]
Finance lease obligations	$ 25.6					$ 30.7
Total	24,577.4					24,055.4
Less current portion of long-term obligations	(2,640.0)					(2,928.2)
Long-term obligations	21,937.4					21,127.2
American Tower Corporation
Debt Instrument [Line Items]
Long-term debt	21,779.2					20,942.5
American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	$ 2,772.6					3,082.2
2019 364-Day Term Loan | Unsecured debt | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt term	364 days						364 days
Long-term debt	$ 0.0					999.9
2020 Term Loan | Unsecured debt | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt	749.9					0.0
2019 Multicurrency Credit Facility | Credit Facility | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt	965.4					700.0
2019 Term Loan | Unsecured debt | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt	995.4					995.2
2019 Credit Facility | Credit Facility | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt	$ 1,415.0					1,600.0
2.800% senior notes | Senior notes
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.80%
2.800% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.80%
Long-term debt	$ 749.7					749.4
3.300% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.30%
Long-term debt	$ 748.8					748.5
3.450% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.45%
Long-term debt	$ 648.0					647.7
5.900% Senior Notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	5.90%			5.90%
Long-term debt	$ 0.0					498.9
2.250% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.25%
Long-term debt	$ 605.7					592.1
4.70% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	4.70%
Long-term debt	$ 698.4					698.2
3.50% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.50%
Long-term debt	$ 994.7					994.3
3.000% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.00%
Long-term debt	$ 723.9					704.9
5.00% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	5.00%
Long-term debt	$ 1,001.6					1,001.7
3.375% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.375%
Long-term debt	$ 644.7					644.4
2.950% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.95%
Long-term debt	$ 641.7					641.3
2.400% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.40%				2.40%
Long-term debt	$ 744.2					0.0
1.375% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	1.375%
Long-term debt	$ 544.5					553.0
4.000% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	4.00%
Long-term debt	$ 743.5					743.2
4.400% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	4.40%
Long-term debt	$ 496.7					496.6
1.950% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	1.95%
Long-term debt	$ 545.8					554.4
3.375% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.375%
Long-term debt	$ 988.3					987.9
3.125% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.125%
Long-term debt	$ 397.7					397.6
2.750% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.75%
Long-term debt	$ 743.7					743.5
3.55% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.55%
Long-term debt	$ 744.3					744.1
3.600% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.60%
Long-term debt	$ 692.8					692.6
3.950% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.95%
Long-term debt	$ 589.8					589.6
3.800% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.80%
Long-term debt	$ 1,632.1					1,631.7
2.900% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	2.90%				2.90%
Long-term debt	$ 741.1					0.0
3.700% senior notes | Senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)	3.70%
Long-term debt	$ 591.8					591.8
Series 2013-2A securities | Secured debt | American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	1,295.4					1,295.0
Series 2018-1A securities | Secured debt | American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	494.0					493.8
Series 2015-1 notes | Secured debt | American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	349.9					349.6
Series 2015-2 notes | Secured debt | American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	521.6					521.4
Other subsidiary debt | Unsecured debt | American Tower subsidiary
Debt Instrument [Line Items]
Long-term debt	$ 111.7					$ 422.4
Debt repayment period	3 years
Other subsidiary debt | Unsecured debt | American Tower subsidiary | Subsequent Event
Debt Instrument [Line Items]
Repayment of loans		€ 24.5	$ 26.8

XML

GOODWILL AND OTHER INTANGIBLE ASSETS - INTANGIBLE ASSETS SUBJECT TO AMORTIZATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 17,254.1	$ 17,931.6
Accumulated Amortization	(5,653.5)	(5,613.2)
Net Book Value	11,600.6	12,318.4
Acquired network location intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	4,967.0	5,150.8
Accumulated Amortization	(1,938.8)	(1,920.4)
Net Book Value	$ 3,028.2	3,230.4
Acquired network location intangibles | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (years)	20 years
Acquired tenant-related intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 12,193.2	12,674.1
Accumulated Amortization	(3,707.5)	(3,674.6)
Net Book Value	$ 8,485.7	8,999.5
Acquired tenant-related intangibles | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (years)	20 years
Acquired licenses and other intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 93.9	106.7
Accumulated Amortization	(7.2)	(18.2)
Net Book Value	$ 86.7	$ 88.5
Acquired licenses and other intangibles | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (years)	3 years
Acquired licenses and other intangibles | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives (years)	20 years

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ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consisted of the following:

	As of
	March 31, 2020		December 31, 2019
Accrued construction costs	$	19.4	$	27.8
Accrued income tax payable	72.7		55.2
Accrued pass-through costs	64.5		74.2
Amounts payable to tenants	67.5		77.9
Accrued property and real estate taxes	196.0		198.1
Accrued rent	72.6		75.6
Accrued treasury stock repurchases	5.4		—
Payroll and related withholdings	64.1		102.4
Other accrued expenses	314.2		347.0
Total accrued expenses	$	876.4	$	958.2

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Summary of stock-based compensation expenses

During the three months ended March 31, 2020 and 2019, the Company recorded and capitalized the following stock-based compensation expense:

	Three Months Ended March 31,
	2020		2019
Stock-based compensation expense Property	$	0.6	$	0.6
Stock-based compensation expense Services	0.3		0.3
Stock-based compensation expense SG&A	46.8		41.6
Total stock-based compensation expense	$	47.7	$	42.5
Stock-based compensation expense capitalized as property and equipment	$	0.5	$	0.5

Summary of the company's option activity

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

	Number of Options
Outstanding as of January 1, 2020	3,060,242
Granted	—
Exercised	(130,706)
Forfeited	—
Expired	—
Outstanding as of March 31, 2020	2,929,536

Summary of the company's restricted stock unit activity

The Company’s RSU and PSU activity for the three months ended March 31, 2020 was as follows (shares disclosed in full amounts): 

	RSUs	PSUs
Outstanding as of January 1, 2020 (1)	1,454,350	528,908
Granted (2)	432,104	93,332
Vested and Released (3)	(592,390)	(205,434)
Forfeited	(11,730)	—
Outstanding as of March 31, 2020	1,282,334	416,806
Vested and deferred as of March 31, 2020 (4)	—	77,340

_______________

(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2019 PSUs and 2018 PSUs, or 114,823 and 131,311 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2017 (“2017 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 282,774 shares.

(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs, or 93,332 shares.

(3)This includes 19,810 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2017 PSUs. There are no additional shares to be earned related to the 2017 PSUs.

(4)Vested and deferred RSUs are related to deferred compensation for certain former employees.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

Summary of Stock-Based Compensation Plans—The Company maintains equity incentive plans that provide for the grant of stock-based awards to its directors, officers and employees. The 2007 Equity Incentive Plan, as amended (the “2007 Plan”), provides for the grant of non-qualified and incentive stock options, as well as restricted stock units, restricted stock and other stock-based awards. Exercise prices for non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant. Equity awards typically vest ratably, generally over four years for time-based restricted stock units (“RSUs”) and stock options and three years for performance-based restricted stock units (“PSUs”). Stock options generally expire ten years from the date of grant. As of March 31, 2020, the Company had the ability to grant stock-based awards with respect to an aggregate of 6.4 million shares of common stock under the 2007 Plan. In addition, the Company maintains an employee stock purchase plan (the “ESPP”) pursuant to which eligible employees may purchase shares of the Company’s common stock on the last day of each bi-annual offering period at a 15% discount from the lower of the closing market value on the first or last day of such offering period. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year.

During the three months ended March 31, 2020 and 2019, the Company recorded and capitalized the following stock-based compensation expense:

	Three Months Ended March 31,
	2020		2019
Stock-based compensation expense Property	$	0.6	$	0.6
Stock-based compensation expense Services	0.3		0.3
Stock-based compensation expense SG&A	46.8		41.6
Total stock-based compensation expense	$	47.7	$	42.5
Stock-based compensation expense capitalized as property and equipment	$	0.5	$	0.5

Stock Options—As of March 31, 2020, 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 three months ended March 31, 2020 was as follows (shares disclosed in full amounts):

	Number of Options
Outstanding as of January 1, 2020	3,060,242
Granted	—
Exercised	(130,706)
Forfeited	—
Expired	—
Outstanding as of March 31, 2020	2,929,536

 Restricted Stock Units—As of March 31, 2020, total unrecognized compensation expense related to unvested RSUs granted under the 2007 Plan was $189.6 million and is expected to be recognized over a weighted average period of approximately three years. Vesting of RSUs is subject generally to the employee’s continued employment or death, disability or qualified retirement (each as defined in the applicable RSU award agreement).

Performance-Based Restricted Stock Units—During the three months ended March 31, 2020, 2019 and 2018, the Company’s Compensation Committee granted an aggregate of 93,332 PSUs (the “2020 PSUs”), 114,823 PSUs (the “2019 PSUs”) and 131,311 PSUs (the “2018 PSUs”), 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 PSUs, the 2019 PSUs and the 2018 PSUs and will be used to calculate the number of shares that will be issuable when each award vests, which may range from zero 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 three months ended March 31, 2020 was as follows (shares disclosed in full amounts): 

	RSUs	PSUs
Outstanding as of January 1, 2020 (1)	1,454,350	528,908
Granted (2)	432,104	93,332
Vested and Released (3)	(592,390)	(205,434)
Forfeited	(11,730)	—
Outstanding as of March 31, 2020	1,282,334	416,806
Vested and deferred as of March 31, 2020 (4)	—	77,340

_______________

(1)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2019 PSUs and 2018 PSUs, or 114,823 and 131,311 shares, respectively, and the shares issuable at the end of the three-year performance period for the PSUs granted in 2017 (“2017 PSUs”) based on achievement against the performance metrics for the three-year performance period, or 282,774 shares.

(2)PSUs consist of the target number of shares issuable at the end of the three-year performance period for the 2020 PSUs, or 93,332 shares.

(3)This includes 19,810 of previously vested and deferred RSUs. PSUs consist of shares vested pursuant to the 2017 PSUs. There are no additional shares to be earned related to the 2017 PSUs.

(4)Vested and deferred RSUs are related to deferred compensation for certain former employees.

During the three months ended March 31, 2020, the Company recorded $12.9 million in stock-based compensation expense for equity awards in which the performance goals have been established and were probable of being achieved. The remaining unrecognized compensation expense related to these awards at March 31, 2020 was $11.6 million based on the Company’s current assessment of the probability of achieving the performance goals. The weighted average period over which the cost will be recognized is approximately two years.

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

Accrued expenses consisted of the following:

	As of
	March 31, 2020		December 31, 2019
Accrued construction costs	$	19.4	$	27.8
Accrued income tax payable	72.7		55.2
Accrued pass-through costs	64.5		74.2
Amounts payable to tenants	67.5		77.9
Accrued property and real estate taxes	196.0		198.1
Accrued rent	72.6		75.6
Accrued treasury stock repurchases	5.4		—
Payroll and related withholdings	64.1		102.4
Other accrued expenses	314.2		347.0
Total accrued expenses	$	876.4	$	958.2

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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 (the “2019 Form 10-K”). The results of operations for the three months ended March 31, 2020 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 March 31, 2020, 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 Germany and France (PGGM holds a 49% noncontrolling interest) and (ii) a 79% controlling interest in ATC Telecom Infrastructure Private Limited (“ATC TIPL”), formerly Viom Networks Limited (“Viom”), in India.

During the three months ended March 31, 2020, the Company completed the acquisition of MTN Group Limited’s (“MTN”) 49% redeemable noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. The purchase is reflected in the consolidated statements of equity as increases of $142.2 million in each of Additional Paid-in Capital and Accumulated Other Comprehensive Loss.

Change in Reportable Segments— During the fourth quarter of 2019, the Company’s Europe, Middle East and Africa (“EMEA”) property segment was divided into the Africa property segment and the Europe property segment. As a result, the Company has six reportable segments: U.S. property, Asia property, Africa property, Europe property, Latin America property and services, which are discussed further in note 15. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.

Significant Accounting Policies—The Company’s significant accounting policies are described in note 1 to the Company’s consolidated financial statements included in the 2019 Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2020.

Cash and Cash Equivalents and Restricted Cash—The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows:

	Three Months Ended March 31,
	2020		2019
Cash and cash equivalents	$	1,326.0	$	1,004.8
Restricted cash	74.3		94.9
Total cash and cash equivalents and restricted cash	$	1,400.3	$	1,099.7

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 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 results from agreements with tenants that are not leases.

Non-lease revenue—Non-lease revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements require that the Company provide the tenant the right to use the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis. There were no material changes in the receivables, contract assets and contract liabilities from contracts with tenants for the three months ended March 31, 2020.

Services revenue—The Company offers tower-related services in the United States. These services include site acquisition, zoning and permitting (“AZP”) and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.

A summary of revenue disaggregated by source and geography is as follows:

Three Months Ended March 31, 2020	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.6	$	2.2	$	2.9	$	1.5	$	32.9	$	98.1
Services revenue	19.9		—		—		—		—		19.9
Total non-lease revenue	$	78.5	$	2.2	$	2.9	$	1.5	$	32.9	$	118.0
Property lease revenue	1,031.3		284.4		222.6		33.0		303.8		1,875.1
Total revenue	$	1,109.8	$	286.6	$	225.5	$	34.5	$	336.7	$	1,993.1

Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.8	$	2.4	$	0.8	$	0.8	$	35.0	$	97.8
Services revenue	27.4		—		—		—		—		27.4
Total non-lease revenue	$	86.2	$	2.4	$	0.8	$	0.8	$	35.0	$	125.2
Property lease revenue	927.5		286.5		143.2		32.7		298.3		1,688.2
Total revenue	$	1,013.7	$	288.9	$	144.0	$	33.5	$	333.3	$	1,813.4

Accounting Standards Updates

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

In January 2017, the FASB issued guidance on accounting for goodwill impairments. The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. 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.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation and Basis of Presentation

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.

Change in Reportable Segments

Change in Reportable Segments— During the fourth quarter of 2019, the Company’s Europe, Middle East and Africa (“EMEA”) property segment was divided into the Africa property segment and the Europe property segment. As a result, the Company has six reportable segments: U.S. property, Asia property, Africa property, Europe property, Latin America property and services, which are discussed further in note 15. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) has been adjusted to reflect the change in reportable segments.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash—The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows:

	Three Months Ended March 31,
	2020		2019
Cash and cash equivalents	$	1,326.0	$	1,004.8
Restricted cash	74.3		94.9
Total cash and cash equivalents and restricted cash	$	1,400.3	$	1,099.7

Revenue

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 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 results from agreements with tenants that are not leases.

Non-lease revenue—Non-lease revenue consists primarily of revenue generated from DAS networks, fiber and other property related revenue. DAS networks and fiber arrangements require that the Company provide the tenant the right to use the applicable communications infrastructure. Performance obligations are satisfied over time for the duration of the arrangements. Other property related revenue streams, which include site inspections, are not material on either an individual or consolidated basis. There were no material changes in the receivables, contract assets and contract liabilities from contracts with tenants for the three months ended March 31, 2020.

Services revenue—The Company offers tower-related services in the United States. These services include site acquisition, zoning and permitting (“AZP”) and structural analysis. There is a single performance obligation related to AZP and revenue is recognized over time based on milestones achieved, which are determined based on costs expected to be incurred. Structural analysis services may have more than one performance obligation, contingent upon the number of contracted services. Revenue is recognized at the point in time the services are completed.

Accounting Standards Updates

Accounting Standards Updates

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

In January 2017, the FASB issued guidance on accounting for goodwill impairments. The guidance eliminates Step 2 from the goodwill impairment test and requires, among other things, recognition of an impairment loss when the carrying value of a reporting unit exceeds its fair value. The loss recognized is limited to the total amount of goodwill allocated to that reporting unit. 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.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 eight optional successive five-year terms; each such term shall be governed by standard master lease agreement terms established as a part of the transaction.

AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. (“AT&T”), that currently provides for the lease or sublease of approximately 2,200 towers commencing between December 2000 and August 2004. Substantially all of the towers are part of the securitization transactions completed in March 2013 and March 2018. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the lease for that site plus the fair market value of certain alterations made to the related tower by AT&T. As of March 31, 2020, the Company has purchased an aggregate of 228 of the subleased towers which are subject to the applicable agreement. The aggregate purchase option price for the remaining towers leased and subleased is $960.4 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 five successive five-year terms.

Other Contingencies—The Company is subject to income tax and other taxes in the geographic areas where it operates, and periodically receives notifications of audits, assessments or other actions by taxing authorities. Taxing authorities may issue 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 that took place in the tax year commencing in 2007, prior to the Company’s acquisition of ETIPL. Under the Company’s definitive acquisition agreement of ETIPL, the seller is obligated to indemnify and defend the Company with respect to any tax-related liability that may arise from activities prior to March 31, 2010.

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REDEEMABLE NONCONTROLLING INTERESTS - CHANGE IN REDEEMABLE NONCONTROLLING INTEREST (Details) $ in Millions, ₨ in Billions	3 Months Ended		12 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 INR (₨)	Dec. 31, 2019 USD ($)
Noncontrolling Interest [Abstract]
Balance as of January 1,	$ 1,096.5	$ 1,004.8		$ 1,004.8
Net income (loss) attributable to noncontrolling interests	7.7	(3.7)
Adjustment to noncontrolling interest redemption value	(6.3)	3.7
Purchase of redeemable noncontrolling interest	(524.4)	(425.7)	₨ (29.4)	(425.7)
Foreign currency translation adjustment attributable to noncontrolling interests	(32.1)	9.9
Balance as of March 31,	$ 541.4	$ 589.0		$ 1,096.5

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000	1,000,000
Common stock, shares issued (in shares)	454,196	453,541
Common stock, shares outstanding (in shares)	443,332	442,890
Treasury stock, shares (in shares)	10,864	10,651

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STOCK-BASED COMPENSATION - SUMMARY OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 47.7		$ 42.5
Stock-based compensation expense capitalized as property and equipment	0.5		0.5
Stock-based compensation expense Property
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	0.6		0.6
Service
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	0.3		0.3
Stock-based compensation expense SG&A
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 46.8	$ 41.6	$ 41.6

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FAIR VALUE MEASUREMENTS - NARRATIVE (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset impairments	$ 3.7	$ 18.1
Long-term obligations	24,577.4		$ 24,055.4
Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	25,000.0		25,000.0
Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	17,900.0		17,500.0
Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 7,100.0		$ 7,500.0

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Changes in fair value of cash flow hedges, tax	$ 0.0	$ 0.0
Reclassification of unrealized gains on cash flow hedges to net income, tax	0.0	0.0
Foreign currency translation adjustments, tax expense (benefit)	$ 0.0	$ 1.0

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions, ₨ in Billions	3 Months Ended				12 Months Ended
	Mar. 31, 2020 USD ($) segment	Dec. 31, 2019 segment	Sep. 30, 2019 segment	Mar. 31, 2019 USD ($)	Dec. 31, 2019 INR (₨)	Dec. 31, 2019 USD ($)	Dec. 31, 2018
Concentration Risk [Line Items]
Purchase of redeemable noncontrolling interest	$ 524.4			$ 425.7	₨ 29.4	$ 425.7
Purchase of redeemable noncontrolling interest	$ 0.0			0.0
Number of reportable segments | segment	6	6	5
Additional Paid-in Capital
Concentration Risk [Line Items]
Purchase of redeemable noncontrolling interest	$ (142.2)			(52.4)
Accumulated Other Comprehensive Loss
Concentration Risk [Line Items]
Purchase of redeemable noncontrolling interest	$ 142.2			$ 52.4
ATC Europe
Concentration Risk [Line Items]
Ownership interest percentage	51.00%
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)	49.00%
ATC, TIPL
Concentration Risk [Line Items]
Ownership interest percentage	79.00%	63.00%			63.00%	63.00%
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)	21.00%						37.00%
Ghana and Uganda Subsidiaries
Concentration Risk [Line Items]
Ownership interest percentage	100.00%	51.00%			51.00%	51.00%
Purchase of redeemable noncontrolling interest	$ 524.4
Payments for repurchase of redeemable noncontrolling interest, interest portion	$ 1.4
Uganda Subsidiary
Concentration Risk [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)	49.00%
Ghana Subsidiary
Concentration Risk [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)	49.00%

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LEASES - MATURITIES OF MINIMUM RENTAL RECEIPTS EXPECTED UNDER NON-CANCELLABLE OPERATING LEASES (Details) $ in Millions	Mar. 31, 2020 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
Remainder of 2020	$ 4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$ 42,702.6

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

April 2020 Term Loan—On April 3, 2020, the Company entered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. The April 2020 Term Loan matures on April 2, 2021. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the April 2020 Term Loan. The interest rate on the April 2020 Term Loan is 1.75% above LIBOR for LIBOR based borrowings or 0.75% above the defined base rate for base rate borrowings. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The April 2020 Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium.

The agreement for the April 2020 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

Notice of Redemption of 2.800% Senior Notes—On April 9, 2020, the Company delivered notice of its election to call for redemption all of its outstanding 2.800% senior unsecured notes due 2020 (the “2.800% Notes”). The Company intends to redeem the 2.800% Notes at a price equal to the principal amount of the 2.800% Notes, together with accrued interest, if any, up to, but excluding, the redemption date, which has been set for May 11, 2020.

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EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

The following table sets forth basic and diluted net income per common share computational data (shares in thousands, except per share data):

	Three Months Ended March 31,
	2020		2019
Net income attributable to American Tower Corporation common stockholders	$	415.0	$	397.4
Basic weighted average common shares outstanding	443,055		441,351
Dilutive securities	2,777		3,270
Diluted weighted average common shares outstanding	445,832		444,621
Basic net income attributable to American Tower Corporation common stockholders per common share	$	0.94	$	0.90
Diluted net income attributable to American Tower Corporation common stockholders per common share	$	0.93	$	0.89

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

	Three Months Ended March 31,
	2020	2019
Restricted stock units	86	105

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 1,326.0	$ 1,501.2
Restricted cash	74.3	76.8
Accounts receivable, net	623.9	462.2
Prepaid and other current assets	480.7	513.6
Total current assets	2,504.9	2,553.8
PROPERTY AND EQUIPMENT, net	11,451.3	12,084.4
GOODWILL	5,948.8	6,178.3
OTHER INTANGIBLE ASSETS, net	11,600.6	12,318.4
DEFERRED TAX ASSET	126.4	131.8
DEFERRED RENT ASSET	1,781.8	1,771.1
RIGHT-OF-USE ASSET	6,968.3	7,357.4
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS	407.0	406.4
TOTAL	40,789.1	42,801.6
CURRENT LIABILITIES:
Accounts payable	120.6	148.1
Accrued expenses	876.4	958.2
Distributions payable	483.9	455.0
Accrued interest	148.2	209.4
Current portion of operating lease liability	476.8	494.5
Current portion of long-term obligations	2,640.0	2,928.2
Unearned revenue	408.5	294.3
Total current liabilities	5,154.4	5,487.7
LONG-TERM OBLIGATIONS	21,937.4	21,127.2
OPERATING LEASE LIABILITY	6,137.8	6,510.4
ASSET RETIREMENT OBLIGATIONS	1,321.5	1,384.1
DEFERRED TAX LIABILITY	731.0	768.3
OTHER NON-CURRENT LIABILITIES	901.0	937.0
Total liabilities	36,183.1	36,214.7
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS	541.4	1,096.5
EQUITY (shares in thousands):
Common stock: $.01 par value; 1,000,000 shares authorized; 454,196 and 453,541 shares issued; and 443,332 and 442,890 shares outstanding, respectively	4.5	4.5
Additional paid-in capital	10,255.6	10,117.7
Distributions in excess of earnings	(1,082.5)	(1,016.8)
Accumulated other comprehensive loss	(4,271.7)	(2,823.6)
Treasury stock (10,864 and 10,651 shares at cost, respectively)	(1,271.5)	(1,226.4)
Total American Tower Corporation equity	3,634.4	5,055.4
Noncontrolling interests	430.2	435.0
Total equity	4,064.6	5,490.4
TOTAL	$ 40,789.1	$ 42,801.6

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STOCK-BASED COMPENSATION - NARRATIVE (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP, discount rate (as a percent)	15.00%
Total unrecognized compensation expense	$ 0.1
Stock-based compensation expense	$ 47.7	$ 42.5
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected recognition of stock award compensation expense weighted average period ( less than one year for stock options)	3 years
Granted (in shares)	432,104
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years	3 years	3 years	3 years
Total unrecognized compensation expense	$ 11.6
Expected recognition of stock award compensation expense weighted average period ( less than one year for stock options)	2 years
Granted (in shares)	93,332	114,823	131,311	282,774
Stock-based compensation expense	$ 12.9
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of potential target shares	0.00%
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of potential target shares	200.00%
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected recognition of stock award compensation expense weighted average period ( less than one year for stock options)	1 year
2007 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issuable under stock incentive plan (in shares)	6,400,000
2007 Plan | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Total unrecognized compensation expense	$ 189.6
2007 Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
2007 Plan | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years

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FAIR VALUE MEASUREMENTS - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Level 1
Assets:
Embedded derivative in lease agreement	$ 0.0	$ 0.0
Liabilities:
Redeemable noncontrolling interests	0.0	0.0
Level 1 | Interest rate swap agreements
Assets:
Interest rate swap agreements	0.0	0.0
Liabilities:
Interest rate swap agreements	0.0	0.0
Fair value of debt related to interest rate swap	35.4	3.3
Level 2
Assets:
Embedded derivative in lease agreement	0.0	0.0
Liabilities:
Redeemable noncontrolling interests	0.0	0.0
Level 2 | Interest rate swap agreements
Assets:
Interest rate swap agreements	34.8	9.0
Liabilities:
Interest rate swap agreements	0.1	7.5
Fair value of debt related to interest rate swap	0.0	0.0
Level 3
Assets:
Embedded derivative in lease agreement	10.5	10.7
Liabilities:
Redeemable noncontrolling interests	541.4	1,096.5
Level 3 | Interest rate swap agreements
Assets:
Interest rate swap agreements	0.0	0.0
Liabilities:
Interest rate swap agreements	0.0	0.0
Fair value of debt related to interest rate swap	$ 0.0	$ 0.0

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 418.6	$ 407.6
Other comprehensive (loss) income:
Changes in fair value of cash flow hedges, each net of tax expense of $0	(0.0)	(0.1)
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0	0.0	0.1
Foreign currency translation adjustments, net of tax (benefit) expense of ($0.0) and $1.0, respectively	(1,343.5)	12.9
Other comprehensive (loss) income	(1,343.5)	12.9
Comprehensive (loss) income	(924.9)	420.5
Allocation of accumulated other comprehensive income resulting from purchase of noncontrolling interest and redeemable noncontrolling interest	(142.2)	(52.4)
Comprehensive loss attributable to noncontrolling interests	34.0	0.0
Comprehensive (loss) income attributable to American Tower Corporation stockholders	$ (1,033.1)	$ 368.1

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REDEEMABLE NONCONTROLLING INTERESTS - NARRATIVE (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2019 INR (₨)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 INR (₨)	Dec. 31, 2019 USD ($)	Mar. 31, 2020 ₨ / shares	Mar. 31, 2020 USD ($)	Dec. 31, 2018	Apr. 21, 2016
Noncontrolling Interest [Line Items]
Temporary equity, redemption price per share (in dollars per share) | ₨ / shares						₨ 216
Purchase of redeemable noncontrolling interest		$ 524,400,000	$ 425,700,000	₨ 29,400,000,000	$ 425,700,000
Redemption consideration value	₨ 24,800,000,000						$ 328,000,000.0
Percentage of ownership after transaction		92.00%
ATC, TIPL
Noncontrolling Interest [Line Items]
Ownership interest percentage				63.00%	63.00%		79.00%
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)							21.00%	37.00%
Eure-et-Loir
Noncontrolling Interest [Line Items]
Ownership interest percentage							51.00%
Noncontrolling interest, ownership percentage by noncontrolling owners (as a percent)							49.00%
Redeemable noncontrolling interest carrying amount							$ 2,700,000
Ghana and Uganda Subsidiaries
Noncontrolling Interest [Line Items]
Purchase of redeemable noncontrolling interest		$ 524,400,000
Ownership interest percentage				51.00%	51.00%		100.00%
Payments for repurchase of redeemable noncontrolling interest, interest portion		$ 1,400,000
Tata Teleservices Limited
Noncontrolling Interest [Line Items]
Percentage of ownership before transaction	100.00%
Tata Teleservices Limited | ATC, TIPL
Noncontrolling Interest [Line Items]
Percentage of ownership before transaction				50.00%	50.00%
IDFC | ATC, TIPL
Noncontrolling Interest [Line Items]
Percentage of ownership before transaction				100.00%	100.00%
Viom Transaction
Noncontrolling Interest [Line Items]
Percentage of interests acquired									51.00%

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 1,326.0	$ 1,501.2	$ 1,004.8
Restricted cash	74.3	76.8	94.9
Total cash and cash equivalents and restricted cash	$ 1,400.3	$ 1,578.0	$ 1,099.7	$ 1,304.9

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LEASES - SCHEDULE OF INFORMATION ABOUT OTHER LEASE RELATED BALANCES (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Operating leases:
Right-of-use asset	$ 6,968.3	$ 7,357.4
Current portion of lease liability	476.8	494.5
Lease liability	6,137.8	6,510.4
Total lease liability	$ 6,614.6	$ 7,004.9

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BUSINESS SEGMENTS (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($) segment	Sep. 30, 2019 segment	Mar. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments divided | segment			2
Number of reportable segments | segment	6	6	5
Segment revenues	$ 1,993.1			$ 1,813.4
Selling, general, administrative and development expense	217.8			198.1
OPERATING INCOME	736.8			614.9
Stock-based compensation expense	47.7			42.5
Depreciation, amortization and accretion	472.3			436.9
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	439.7			441.6
Total assets	40,789.1	$ 42,801.6		38,926.8
Operating Expense
Segment Reporting Information [Line Items]
Stock-based compensation expense	0.9			0.9
Stock-based compensation expense Services
Segment Reporting Information [Line Items]
Stock-based compensation expense	46.8	$ 41.6		41.6
Operating Segments
Segment Reporting Information [Line Items]
Segment revenues	1,993.1			1,813.4
Segment operating expenses	551.1			542.5
Segment gross margin	1,442.0			1,270.9
Selling, general, administrative and development expense	127.3			117.8
OPERATING INCOME	1,314.7			1,153.1
Operating Segments | Property
Segment Reporting Information [Line Items]
Segment revenues	1,973.2			1,786.0
Segment operating expenses	543.5			532.4
Segment gross margin	1,429.7			1,253.6
Selling, general, administrative and development expense	123.8			114.4
OPERATING INCOME	1,305.9			1,139.2
Total assets	40,276.7			38,532.4
Operating Segments | Property, US
Segment Reporting Information [Line Items]
Segment revenues	1,089.9			986.3
Segment operating expenses	190.0			191.3
Segment gross margin	899.9			795.0
Selling, general, administrative and development expense	42.0			41.7
OPERATING INCOME	857.9			753.3
Total assets	22,486.9			22,160.9
Operating Segments | Property, Asia
Segment Reporting Information [Line Items]
Segment revenues	286.6			288.9
Segment operating expenses	164.0			178.0
Segment gross margin	122.6			110.9
Selling, general, administrative and development expense	32.6			26.6
OPERATING INCOME	90.0			84.3
Total assets	4,986.0			5,427.6
Operating Segments | Property, Africa
Segment Reporting Information [Line Items]
Segment revenues	225.5			144.0
Segment operating expenses	77.7			53.5
Segment gross margin	147.8			90.5
Selling, general, administrative and development expense	17.1			13.2
OPERATING INCOME	130.7			77.3
Total assets	4,510.3			2,085.5
Operating Segments | Property, Europe
Segment Reporting Information [Line Items]
Segment revenues	34.5			33.5
Segment operating expenses	6.6			6.2
Segment gross margin	27.9			27.3
Selling, general, administrative and development expense	5.5			5.2
OPERATING INCOME	22.4			22.1
Total assets	1,554.5			1,552.0
Operating Segments | Property, Latin America
Segment Reporting Information [Line Items]
Segment revenues	336.7			333.3
Segment operating expenses	105.2			103.4
Segment gross margin	231.5			229.9
Selling, general, administrative and development expense	26.6			27.7
OPERATING INCOME	204.9			202.2
Total assets	6,739.0			7,306.4
Operating Segments | Services
Segment Reporting Information [Line Items]
Segment revenues	19.9			27.4
Segment operating expenses	7.6			10.1
Segment gross margin	12.3			17.3
Selling, general, administrative and development expense	3.5			3.4
OPERATING INCOME	8.8			13.9
Total assets	29.0			43.8
Other
Segment Reporting Information [Line Items]
Selling, general, administrative and development expense	43.7			38.7
Stock-based compensation expense	47.7			42.5
Depreciation, amortization and accretion	472.3			436.9
Other expense	311.3			193.4
Total assets	$ 483.4			$ 350.6

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EQUITY - DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Millions									3 Months Ended
	Apr. 29, 2020	Mar. 12, 2020	Jan. 14, 2020	Dec. 11, 2019	Apr. 26, 2019	Mar. 07, 2019	Jan. 14, 2019	Dec. 05, 2018	Mar. 31, 2020	Mar. 31, 2019
Dividends Payable [Line Items]
Aggregate Payment Amount on common stock									$ 454.9	$ 377.1
Common Stock, $0.01 par value
Dividends Payable [Line Items]
Distribution per share, common stock (in dollars per share)		$ 1.08		$ 1.01		$ 0.90		$ 0.84
Aggregate Payment Amount on common stock			$ 447.3		$ 397.8		$ 370.5
Common Stock, $0.01 par value | Subsequent Event
Dividends Payable [Line Items]
Aggregate Payment Amount on common stock	$ 478.8

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ACQUISITIONS - SCHEDULE OF MERGER AND ACQUISITION RELATED COSTS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Business Combinations [Abstract]
Acquisition and merger related expenses	$ 7.6	$ 2.0
Integration costs	$ 6.6	$ 4.1

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ACCRUED EXPENSES (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued construction costs	$ 19.4	$ 27.8
Accrued income tax payable	72.7	55.2
Accrued pass-through costs	64.5	74.2
Amounts payable to tenants	67.5	77.9
Accrued property and real estate taxes	196.0	198.1
Accrued rent	72.6	75.6
Accrued treasury stock repurchases	5.4	0.0
Payroll and related withholdings	64.1	102.4
Other accrued expenses	314.2	347.0
Total accrued expenses	$ 876.4	$ 958.2

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GOODWILL AND OTHER INTANGIBLE ASSETS - CHANGES IN THE CARRYING VALUE OF GOODWILL (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 6,178.3
Additions and adjustments	(0.1)
Effect of foreign currency translation	(229.4)
Goodwill, ending balance	5,948.8
Property, US
Goodwill [Roll Forward]
Goodwill, beginning balance	3,415.3
Additions and adjustments	0.0
Effect of foreign currency translation	0.0
Goodwill, ending balance	3,415.3
Property, Asia
Goodwill [Roll Forward]
Goodwill, beginning balance	1,021.8
Additions and adjustments	0.0
Effect of foreign currency translation	(57.4)
Goodwill, ending balance	964.4
Property, Africa
Goodwill [Roll Forward]
Goodwill, beginning balance	790.2
Additions and adjustments	(0.1)
Effect of foreign currency translation	(35.4)
Goodwill, ending balance	754.7
Property, Europe
Goodwill [Roll Forward]
Goodwill, beginning balance	256.2
Additions and adjustments	0.0
Effect of foreign currency translation	(4.1)
Goodwill, ending balance	252.1
Property, Latin America
Goodwill [Roll Forward]
Goodwill, beginning balance	692.8
Additions and adjustments	0.0
Effect of foreign currency translation	(132.5)
Goodwill, ending balance	560.3
Services
Goodwill [Roll Forward]
Goodwill, beginning balance	2.0
Additions and adjustments	0.0
Effect of foreign currency translation	0.0
Goodwill, ending balance	$ 2.0

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LONG-TERM OBLIGATIONS (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of 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
	March 31, 2020		December 31, 2019		Maturity Date
2019 364-Day Term Loan (1) (2)	$	—	$	999.9	N/A
2020 Term Loan (1)	749.9		—		February 12, 2021
2019 Multicurrency Credit Facility (1) (3)	965.4		700.0		June 28, 2023
2019 Term Loan (1)	995.4		995.2		January 31, 2025
2019 Credit Facility (1)	1,415.0		1,600.0		January 31, 2025
2.800% senior notes	749.7		749.4		June 1, 2020
3.300% senior notes	748.8		748.5		February 15, 2021
3.450% senior notes	648.0		647.7		September 15, 2021
5.900% senior notes (4)	—		498.9		N/A
2.250% senior notes	605.7		592.1		January 15, 2022
4.70% senior notes	698.4		698.2		March 15, 2022
3.50% senior notes	994.7		994.3		January 31, 2023
3.000% senior notes	723.9		704.9		June 15, 2023
5.00% senior notes	1,001.6		1,001.7		February 15, 2024
3.375% senior notes	644.7		644.4		May 15, 2024
2.950% senior notes	641.7		641.3		January 15, 2025
2.400% senior notes	744.2		—		March 15, 2025
1.375% senior notes	544.5		553.0		April 4, 2025
4.000% senior notes	743.5		743.2		June 1, 2025
4.400% senior notes	496.7		496.6		February 15, 2026
1.950% senior notes	545.8		554.4		May 22, 2026
3.375% senior notes	988.3		987.9		October 15, 2026
3.125% senior notes	397.7		397.6		January 15, 2027
2.750% senior notes	743.7		743.5		January 15, 2027
3.55% senior notes	744.3		744.1		July 15, 2027
3.600% senior notes	692.8		692.6		January 15, 2028
3.950% senior notes	589.8		589.6		March 15, 2029
3.800% senior notes	1,632.1		1,631.7		August 15, 2029
2.900% senior notes	741.1		—		January 15, 2030
3.700% senior notes	591.8		591.8		October 15, 2049
Total American Tower Corporation debt	21,779.2		20,942.5
Series 2013-2A securities (5)	1,295.4		1,295.0		March 15, 2023
Series 2018-1A securities (5)	494.0		493.8		March 15, 2028
Series 2015-1 notes (6)	349.9		349.6		June 15, 2020
Series 2015-2 notes (7)	521.6		521.4		June 16, 2025
Other subsidiary debt (8)	111.7		422.4		Various
Total American Tower subsidiary debt	2,772.6		3,082.2
Finance lease obligations	25.6		30.7
Total	24,577.4		24,055.4
Less current portion of long-term obligations	(2,640.0)		(2,928.2)
Long-term obligations	$	21,937.4	$	21,127.2

_______________

(1) Accrues interest at a variable rate.

(2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand.

(3) As of March 31, 2020 reflects borrowings denominated in Euro (“EUR”).

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

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

(6) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.

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

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

Schedule of line of credit facilities

As of March 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and restated in December 2019 (the “2019 Term Loan”), and the 2020 Term Loan were as follows:

	Outstanding Principal Balance (in millions)			Undrawn letters of credit (in millions)		Maturity Date		Current margin over LIBOR (1)		Current commitment fee (2)
2019 Multicurrency Credit Facility	$	965.4	(3)	$	3.8	June 28, 2023	(4)	1.125	%	0.110	%
2019 Credit Facility	$	1,415.0		$	6.1	January 31, 2025	(4)	1.125	%	0.110	%
2019 Term Loan	$	1,000.0		N/A		January 31, 2025		1.125	%	N/A
2020 Term Loan	$	750.0		N/A		February 12, 2021		0.650	%	N/A

_______________

(1) LIBOR means the London Interbank Offered Rate.

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

(3) Reflects borrowings denominated in EUR.

(4) Subject to two optional renewal periods.

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REDEEMABLE NONCONTROLLING INTERESTS (Tables)

3 Months Ended

Mar. 31, 2020

Noncontrolling Interest [Abstract]

Changes in Redeemable noncontrolling interest

The changes in Redeemable noncontrolling interests were as follows:

	Three Months Ended March 31,
	2020		2019
Balance as of January 1,	$	1,096.5	$	1,004.8
Net income (loss) attributable to noncontrolling interests	7.7		(3.7)
Adjustment to noncontrolling interest redemption value	(6.3)		3.7
Purchase of redeemable noncontrolling interest	(524.4)		(425.7)
Foreign currency translation adjustment attributable to noncontrolling interests	(32.1)		9.9
Balance as of March 31,	$	541.4	$	589.0

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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

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
	U.S.		Asia		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
Additions and adjustments (1)	—		—		(0.1)		—		—		—		(0.1)
Effect of foreign currency translation	—		(57.4)		(35.4)		(4.1)		(132.5)		—		(229.4)
Balance as of March 31, 2020	$	3,415.3	$	964.4	$	754.7	$	252.1	$	560.3	$	2.0	$	5,948.8

_______________

(1) Additions consist of $0.1 million from revisions to prior-year acquisitions due to measurement period adjustments.

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

		As of March 31, 2020						As of December 31, 2019
	Estimated Useful Lives (years)	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Acquired network location intangibles (1)	Up to 20	$	4,967.0	$	(1,938.8)	$	3,028.2	$	5,150.8	$	(1,920.4)	$	3,230.4
Acquired tenant-related intangibles	Up to 20	12,193.2		(3,707.5)		8,485.7		12,674.1		(3,674.6)		8,999.5
Acquired licenses and other intangibles	3-20	93.9		(7.2)		86.7		106.7		(18.2)		88.5
Total other intangible assets		$	17,254.1	$	(5,653.5)	$	11,600.6	$	17,931.6	$	(5,613.2)	$	12,318.4

_______________

(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.

The acquired network location intangibles represent the value to the Company of the incremental revenue growth that could potentially be obtained from leasing the excess capacity on acquired communications sites. The acquired tenant-related intangibles typically represent the value to the Company of tenant contracts and relationships in place at the time of an acquisition or similar transaction, including assumptions regarding estimated renewals.

The Company amortizes its acquired network location intangibles and tenant-related intangibles on a straight-line basis over their estimated useful lives. As of March 31, 2020, the remaining weighted average amortization period of the Company’s intangible assets was 15 years. Amortization of intangible assets for the three months ended March 31, 2020 and 2019 was $217.5 million and $192.7 million, respectively. Based on current exchange rates, the Company expects to record amortization expense as follows over the remaining current year and the five subsequent years:

Fiscal Year	Amount
Remainder of 2020	$	628.4
2021	822.7
2022	818.8
2023	815.2
2024	806.3
2025	790.8

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Distributions in Excess of Earnings	Noncontrolling Interests
BEGINNING BALANCE (shares) at Dec. 31, 2018		451,617,000	(10,557,000)
BEGINNING BALANCE at Dec. 31, 2018	$ 5,899.6	$ 4.5	$ (1,206.8)	$ 10,380.8	$ (2,642.9)	$ (1,199.5)	$ 563.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation related activity (shares)		908,000
Stock-based compensation related activity	14.7	$ 0.0		14.7
Changes in fair value of cash flow hedges, net of tax	(0.1)				(0.1)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax	0.1				0.1
Foreign currency translation adjustment, net of tax	3.0				23.1		(20.1)
Distributions to noncontrolling interest	(0.3)						(0.3)
Purchase of redeemable noncontrolling interest	0.0			52.4	(52.4)
Common stock distributions declared	(399.6)					(399.6)
Net income	407.6					397.4	10.2
ENDING BALANCE (shares) at Mar. 31, 2019		452,525,000	(10,557,000)
ENDING BALANCE at Mar. 31, 2019	5,900.3	$ 4.5	$ (1,206.8)	10,447.9	(2,672.2)	(1,226.4)	553.3
BEGINNING BALANCE (shares) at Dec. 31, 2019		453,541,000	(10,651,000)
BEGINNING BALANCE at Dec. 31, 2019	5,490.4	$ 4.5	$ (1,226.4)	10,117.7	(2,823.6)	(1,016.8)	435.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation related activity (shares)		655,000
Stock-based compensation related activity	$ (4.3)	$ 0.0		(4.3)
Treasury stock activity (shares)	(213,352)		(213,000)
Treasury stock activity	$ (45.1)		$ (45.1)
Changes in fair value of cash flow hedges, net of tax	(0.0)				(0.0)
Reclassification of unrealized losses on cash flow hedges to net income, net of tax	0.0
Foreign currency translation adjustment, net of tax	(1,311.4)				(1,305.9)		(5.5)
Distributions to noncontrolling interest	(1.5)						(1.5)
Purchase of redeemable noncontrolling interest	0.0			142.2	(142.2)
Common stock distributions declared	(480.7)					(480.7)
Net income	417.2					415.0	2.2
ENDING BALANCE (shares) at Mar. 31, 2020		454,196,000	(10,864,000)
ENDING BALANCE at Mar. 31, 2020	$ 4,064.6	$ 4.5	$ (1,271.5)	$ 10,255.6	$ (4,271.7)	$ (1,082.5)	$ 430.2

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INCOME TAXES

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

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.

The decrease in the income tax provision during the three months ended March 31, 2020 was primarily attributable to realized foreign exchange losses in the current period and the nonrecurrence of a one-time true up adjustment during the three months ended March 31, 2019.

As of March 31, 2020 and December 31, 2019, the total unrecognized tax benefits that would impact the ETR, if recognized, were approximately $144.3 million and $158.1 million, respectively. The amount of unrecognized tax benefits during the three months ended March 31, 2020 includes additions to the Company’s existing tax positions of $1.2 million, which were reduced by foreign currency exchange rate fluctuations of $12.4 million and remeasurement of acquired liabilities of $2.9 million related to the acquisition of Eaton Towers Holdings Limited. Unrecognized tax benefits are expected to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this time frame, as described in note 13 to the Company’s consolidated financial statements included in the 2019 Form 10-K. The impact of the amount of these changes to previously recorded uncertain tax positions could range from zero to $47.8 million.

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

	Three Months Ended March 31,
	2020		2019
Penalties and income tax-related interest expense	$	1.7	$	1.1

As of March 31, 2020 and December 31, 2019, the total amount of accrued income tax related interest and penalties included in the consolidated balance sheets were $28.0 million and $26.6 million, respectively.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Reconciliation of Cash and Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows:

	Three Months Ended March 31,
	2020		2019
Cash and cash equivalents	$	1,326.0	$	1,004.8
Restricted cash	74.3		94.9
Total cash and cash equivalents and restricted cash	$	1,400.3	$	1,099.7

Summary of Revenue Disaggregated by Source and Geography

A summary of revenue disaggregated by source and geography is as follows:

Three Months Ended March 31, 2020	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.6	$	2.2	$	2.9	$	1.5	$	32.9	$	98.1
Services revenue	19.9		—		—		—		—		19.9
Total non-lease revenue	$	78.5	$	2.2	$	2.9	$	1.5	$	32.9	$	118.0
Property lease revenue	1,031.3		284.4		222.6		33.0		303.8		1,875.1
Total revenue	$	1,109.8	$	286.6	$	225.5	$	34.5	$	336.7	$	1,993.1

Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America		Total
Non-lease property revenue	$	58.8	$	2.4	$	0.8	$	0.8	$	35.0	$	97.8
Services revenue	27.4		—		—		—		—		27.4
Total non-lease revenue	$	86.2	$	2.4	$	0.8	$	0.8	$	35.0	$	125.2
Property lease revenue	927.5		286.5		143.2		32.7		298.3		1,688.2
Total revenue	$	1,013.7	$	288.9	$	144.0	$	33.5	$	333.3	$	1,813.4

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ACQUISITIONS

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Impact of current year acquisitions—The Company typically acquires communications sites from wireless carriers or other tower operators and subsequently integrates those sites into its existing portfolio of communications sites. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the three months ended March 31, 2020 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 months ended March 31, 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 March 31,
	2020		2019
Acquisition and merger related expenses	$	7.6	$	2.0
Integration costs	$	6.6	$	4.1

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

2020 Transactions

The estimated aggregate impact of the acquisitions completed in 2020 on the Company’s revenues and gross margin for the three months ended March 31, 2020 was approximately $0.1 million and less than $0.1 million, respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenants to such sites subsequent to the transaction date.

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

Other Acquisitions—During the three months ended March 31, 2020, the Company acquired a total of 37 communications sites in the United States, Mexico and Peru, as well as other communications infrastructure assets, for an aggregate purchase price of $11.2 million. These acquisitions were accounted for as asset acquisitions.

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

	Allocation (1)
Current assets	$	0.3
Property and equipment	25.9
Intangible assets (2):
Tenant-related intangible assets	14.1
Network location intangible assets	4.2
Other intangible assets	1.3
Other non-current assets	10.6
Current liabilities	(0.9)
Deferred tax liability	—
Other non-current liabilities	(4.6)
Net assets acquired	50.9
Goodwill	—
Fair value of net assets acquired	50.9
Debt assumed	—
Purchase price	$	50.9

_______________

(1)  Includes 7 sites in Peru held pursuant to long-term finance leases.

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

Other Signed Acquisitions

Orange—On November 28, 2019, ATC France, a majority-owned subsidiary of the Company, entered into definitive agreements with Orange S.A. for the acquisition of up to approximately 2,000 communications sites in France over a period of up to five years. On April 1, 2020, the Company completed the acquisition of 113 of these communications

sites. The remaining communications sites are expected to continue to close in tranches for total consideration in the range of approximately 500.0 million EUR to 600.0 million EUR (approximately $550.5 million to $660.5 million at the date of signing) to be paid over the five-year term.

2019 Transactions

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

Pro Forma Consolidated Results (Unaudited)

The following table presents the unaudited pro forma financial results as if the 2020 acquisitions had occurred on January 1, 2019 and the 2019 acquisitions had occurred on January 1, 2018. The pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the date indicated, nor are they indicative of the future operating results of the Company.

	Three Months Ended March 31,
	2020		2019
Pro forma revenues	$	1,993.8	$	1,899.3
Pro forma net income attributable to American Tower Corporation common stockholders	$	414.9	$	380.3
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	$	0.94	$	0.86
Diluted net income attributable to American Tower Corporation common stockholders	$	0.93	$	0.86

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REDEEMABLE NONCONTROLLING INTERESTS

3 Months Ended

Mar. 31, 2020

Noncontrolling Interest [Abstract]

REDEEMABLE NONCONTROLLING INTERESTS

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 (collectively, 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 three months ended March 31, 2020, the Company made no changes to the methods of determining redemption value described in note 15 to its consolidated financial statements included in the 2019 Form 10-K.

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

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

In April 2019, Tata Teleservices and Tata Sons delivered notice of exercise of their put options with respect to 100% of their remaining holdings in ATC TIPL. Accordingly, the Company expects to pay an amount equivalent to INR 24.8 billion (approximately $328.0 million at the March 31, 2020 exchange rate) to redeem the put shares in 2020, subject to regulatory approval. After the completion of the redemption, the Company will hold an approximately 92% ownership interest in ATC TIPL.

Other Redeemable Noncontrolling Interests—During the three months ended March 31, 2020, the Company completed the acquisition of MTN’s noncontrolling interests in each of the Company’s joint ventures in Ghana and Uganda for total consideration of approximately $524.4 million, which included an adjustment of $1.4 million in the current period, which resulted in an increase in the Company’s controlling interests in such joint ventures from 51% to 100%. During the year ended December 31, 2019, the Company, through a subsidiary of ATC Europe, entered into an agreement with its local partners in France to form Eure-et-Loir Réseaux Mobiles SAS (“Eure-et-Loir”), a telecommunications infrastructure company that owns and operates wireless communications towers in France. The Company’s controlling interest in Eure-et-Loir is 51% with local partners holding a 49% noncontrolling interest. The value of the Eure-et-Loir interests as of March 31, 2020 was $2.7 million.

The changes in Redeemable noncontrolling interests were as follows:

	Three Months Ended March 31,
	2020		2019
Balance as of January 1,	$	1,096.5	$	1,004.8
Net income (loss) attributable to noncontrolling interests	7.7		(3.7)
Adjustment to noncontrolling interest redemption value	(6.3)		3.7
Purchase of redeemable noncontrolling interest	(524.4)		(425.7)
Foreign currency translation adjustment attributable to noncontrolling interests	(32.1)		9.9
Balance as of March 31,	$	541.4	$	589.0

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BUSINESS SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Summarized financial information concerning the company's reportable segments

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 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, 2020	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	1,089.9	$	286.6	225.5		$	34.5	$	336.7	$	1,973.2	$	19.9			$	1,993.1
Segment operating expenses (1)	190.0		164.0		77.7		6.6		105.2		543.5		7.6				551.1
Segment gross 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)	42.0		32.6		17.1		5.5		26.6		123.8		3.5				127.3
Segment operating profit	$	857.9	$	90.0	$	130.7	$	22.4	$	204.9	$	1,305.9	$	8.8			$	1,314.7
Stock-based compensation expense															$	47.7	47.7
Other selling, general, administrative and development expense															43.7		43.7
Depreciation, amortization and accretion															472.3		472.3
Other expense (2)															311.3		311.3
Income from continuing operations before income taxes																	$	439.7
Total assets	$	22,486.9	$	4,986.0	$	4,510.3	$	1,554.5	$	6,739.0	$	40,276.7	$	29.0	$	483.4	$	40,789.1

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $46.8 million, respectively.

(2) Primarily includes interest expense.

	Property										Total  Property		Services		Other		Total
Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	986.3	$	288.9	$	144.0	$	33.5	$	333.3	$	1,786.0	$	27.4			$	1,813.4
Segment operating expenses (1)	191.3		178.0		53.5		6.2		103.4		532.4		10.1				542.5
Segment gross margin	795.0		110.9		90.5		27.3		229.9		1,253.6		17.3				1,270.9
Segment selling, general, administrative and development expense (1)	41.7		26.6		13.2		5.2		27.7		114.4		3.4				117.8
Segment operating profit	$	753.3	$	84.3	$	77.3	$	22.1	$	202.2	$	1,139.2	$	13.9			$	1,153.1
Stock-based compensation expense															$	42.5	42.5
Other selling, general, administrative and development expense															38.7		38.7
Depreciation, amortization and accretion															436.9		436.9
Other expense (2)															193.4		193.4
Income from continuing operations before income taxes																	$	441.6
Total assets	$	22,160.9	$	5,427.6	$	2,085.5	$	1,552.0	$	7,306.4	$	38,532.4	$	43.8	$	350.6	$	38,926.8

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $41.6 million, respectively.

(2) Primarily includes interest expense.

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PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid assets	$ 71.4	$ 56.8
Prepaid income tax	188.1	185.8
Unbilled receivables	101.8	142.3
Value added tax and other consumption tax receivables	59.3	71.3
Other miscellaneous current assets	60.1	57.4
Prepaid and other current assets	$ 480.7	$ 513.6

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LEASES - LEASE COSTS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Operating lease cost	$ 250.7	$ 255.0
Variable lease payments not included in lease liability	$ 61.4	$ 52.3

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STOCK-BASED COMPENSATION - SUMMARY OF THE COMPANY'S OPTION ACTIVITY (Details)	3 Months Ended
	Mar. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of January 1, 2020 (in shares)	3,060,242
Granted (in shares)	0
Exercised (in shares)	(130,706)
Forfeited (in shares)	0
Expired (in shares)	0
Outstanding as of March 31, 2020 (in shares)	2,929,536

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INCOME TAXES - NARRATIVE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Unrecognized tax benefits that would impact the ETR	$ 144,300,000	$ 158,100,000
Unrecognized tax benefits, increase resulting from current period tax positions	1,200,000
Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation	12,400,000
Unrecognized tax benefits, decrease from acquisition	2,900,000
Unrecognized tax benefits, income tax penalties and interest accrued	28,000,000.0	$ 26,600,000
Minimum
Income Tax Contingency [Line Items]
Decrease in unrecognized tax benefits is reasonably possible	0
Maximum
Income Tax Contingency [Line Items]
Decrease in unrecognized tax benefits is reasonably possible	$ 47,800,000

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
REVENUES:
Total operating revenues	$ 1,993.1	$ 1,813.4
Costs of operations (exclusive of items shown separately below):
Property	544.1	533.0
Services	7.9	10.4
Depreciation, amortization and accretion	472.3	436.9
Selling, general, administrative and development expense	217.8	198.1
Other operating expenses	14.2	20.1
Total operating expenses	1,256.3	1,198.5
OPERATING INCOME	736.8	614.9
OTHER INCOME (EXPENSE):
Interest income	10.1	12.4
Interest expense	(208.8)	(207.5)
Loss on retirement of long-term obligations	(34.6)	(0.1)
Other (expense) income (including foreign currency (losses) gains of $(65.5) and $20.1, respectively)	(63.8)	21.9
Total other expense	(297.1)	(173.3)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	439.7	441.6
Income tax provision	(21.1)	(34.0)
NET INCOME	418.6	407.6
Net income attributable to noncontrolling interests	(3.6)	(10.2)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS	415.0	397.4
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS	$ 415.0	$ 397.4
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation common stockholders (in dollars per share)	$ 0.94	$ 0.90
Diluted net income attributable to American Tower Corporation common stockholders (in dollars per share)	$ 0.93	$ 0.89
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
BASIC (in shares)	443,055	441,351
DILUTED (in shares)	445,832	444,621
Property
REVENUES:
Total operating revenues	$ 1,973.2	$ 1,786.0
Services revenue
REVENUES:
Total operating revenues	$ 19.9	$ 27.4

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Millions, ₨ in Billions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 418.6	$ 407.6
Adjustments to reconcile net income to cash provided by operating activities
Depreciation, amortization and accretion	472.3	436.9
Stock-based compensation expense	47.7	42.5
Loss on early retirement of long-term obligations	34.6	0.1
Other Noncash Income (Expense)	81.6	28.9
Increase in net deferred rent balances	(56.2)	(5.3)
Right-of-use asset and Operating lease liability, net	1.0	20.2
Increase in assets	(210.8)	(33.0)
Increase (decrease) in liabilities	11.2	(112.8)
Cash provided by operating activities	800.0	785.1
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment and construction activities	(214.4)	(220.8)
Payments for acquisitions, net of cash acquired	(49.3)	(91.1)
Proceeds from sale of short-term investments and other non-current assets	5.8	254.9
Payments for short-term investments	0.0	(261.5)
Deposits and other	4.5	(4.8)
Cash used for investing activities	(253.4)	(323.3)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facilities	2,642.3	1,700.0
Proceeds from issuance of senior notes, net	1,496.0	1,241.6
Proceeds from term loan	750.0	1,300.0
Repayments of notes payable, credit facilities, senior notes, secured debt, term loan and finance leases	(4,351.2)	(4,025.9)
Distributions to noncontrolling interest holders, net	(13.5)	(13.8)
Purchases of common stock	(39.7)	0.0
Proceeds from stock options	11.1	27.2
Distributions paid on common stock	(454.9)	(377.1)
Payment for early retirement of long-term obligations	(33.5)	0.0
Deferred financing costs and other financing activities	(88.2)	(76.7)
Payments for Repurchase of Redeemable Noncontrolling Interest	(524.4)	(425.7)
Cash used for financing activities	(606.0)	(650.4)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash	(118.3)	(16.6)
NET DECREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH	(177.7)	(205.2)
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD	1,578.0	1,304.9
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	1,400.3	1,099.7
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.1 AND $0.3, RESPECTIVELY)	35.1	36.9
CASH PAID FOR INTEREST	262.0	249.0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment under finance leases and perpetual easements	13.1	16.0
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities	(15.0)	(17.7)
Settlement of third-party debt	$ (5.0)	$ 0.0

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LONG-TERM OBLIGATIONS - NARRATIVE (Details) € in Millions				3 Months Ended
	Feb. 13, 2020 USD ($)	Jan. 15, 2020 USD ($)	Jan. 10, 2020 USD ($)	Mar. 31, 2020 EUR (€)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)	Feb. 14, 2019 USD ($)
Debt Instrument [Line Items]
Current portion of long-term obligations					$ 2,640,000,000.0		$ 2,928,200,000
Loss on retirement of long-term obligations					34,600,000	$ 100,000
Proceeds from issuance of debt					750,000,000.0	1,300,000,000.0
Borrowings under credit facilities					2,642,300,000	$ 1,700,000,000.0
2019 Multicurrency Credit Facility | Credit Facility | American Tower Corporation
Debt Instrument [Line Items]
Borrowings under credit facilities				€ 875.0	971,800,000
Repayment of indebtedness under credit facility					700,000,000.0
Line of credit maximum borrowing capacity					3,000,000,000.0
2019 Credit Facility | Credit Facility | American Tower Corporation
Debt Instrument [Line Items]
Borrowings under credit facilities					1,700,000,000
Repayment of indebtedness under credit facility					$ 1,900,000,000
Line of credit maximum borrowing capacity							$ 2,250,000,000
2019 Credit Facility | Credit Facility | Current margin over LIBOR | American Tower Corporation
Debt Instrument [Line Items]
Current margin over LIBOR (as a percent)				1.125%	1.125%
Unsecured debt | 2020 Term Loan | American Tower Corporation
Debt Instrument [Line Items]
Current portion of long-term obligations	$ 750,000,000.0
Unsecured debt | 2020 Term Loan | Current margin over LIBOR | American Tower Corporation
Debt Instrument [Line Items]
Current margin over LIBOR (as a percent)	0.65%			0.65%	0.65%
Unsecured debt | 2020 Term Loan | Base Rate | American Tower Corporation
Debt Instrument [Line Items]
Current margin over LIBOR (as a percent)	0.00%
Unsecured debt | 2019 364-Day Term Loan | American Tower Corporation
Debt Instrument [Line Items]
Senior note public offering, amount								$ 1,300,000,000
Long-term debt term					364 days			364 days
Senior notes
Debt Instrument [Line Items]
Maximum adjusted EBITDA					3.5
Senior notes | 2.800% senior notes
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)					2.80%
Senior notes | 2.800% senior notes | American Tower Corporation
Debt Instrument [Line Items]
Current portion of long-term obligations					$ 750,000,000.0
Long-term debt, stated interest rate (as a percent)					2.80%
Senior notes | 3.300% senior notes | American Tower Corporation
Debt Instrument [Line Items]
Current portion of long-term obligations					$ 750,000,000.0
Long-term debt, stated interest rate (as a percent)					3.30%
Senior notes | 5.900% Senior Notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)		5.90%			5.90%
Debt redeemed aggregate principal amount		$ 500,000,000.0
Debt redemption price rate (as a percent)		106.709%
Debt redeemed aggregate redemption price		$ 539,600,000
Accrued and unpaid interest		6,100,000
Loss on retirement of long-term obligations		34,600,000
Prepayment consideration		$ 33,500,000
Senior notes | 2.400% senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)			2.40%		2.40%
Senior note public offering, amount			$ 750,000,000.0
Senior notes | 2.900% senior notes | American Tower Corporation
Debt Instrument [Line Items]
Long-term debt, stated interest rate (as a percent)			2.90%		2.90%
Senior note public offering, amount			$ 750,000,000.0
Proceeds from issuance of debt			$ 1,483,400,000
Debt, interest accrual period			360 days
Secured debt | Series 2015-1 notes | American Tower subsidiary
Debt Instrument [Line Items]
Current portion of long-term obligations					$ 350,000,000.0

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GOODWILL AND OTHER INTANGIBLE ASSETS - NARRATIVE (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 217.5	$ 192.7
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Remaining amortization period	15 years

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LEASES - SUPPLEMENTAL CASH FLOW INFOMATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ (252.0)	$ (234.9)
Non-cash items:
New operating leases	50.1	62.1
Operating lease modifications and reassessments	96.9	$ 30.1
Decrease in operating lease liability	$ 0.7

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EARNINGS PER COMMON SHARE - SCHEDULE OF SHARES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from dilutive effect (in shares)	86	105

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ACQUISITIONS - SUMMARY OF ALLOCATION OF THE PURCHASE PRICE (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) site	Dec. 31, 2019 USD ($)
Asset Acquisition:
Goodwill	$ 5,948.8	$ 6,178.3
Tenant-related intangible assets | Maximum
Asset Acquisition:
Estimated useful lives (in years)	20 years
Network location intangible assets | Maximum
Asset Acquisition:
Estimated useful lives (in years)	20 years
Acquisitions 2020
Asset Acquisition:
Current assets	$ 0.3
Property and equipment	25.9
Other non-current assets	10.6
Current liabilities	(0.9)
Deferred tax liability	0.0
Other non-current liabilities	(4.6)
Net assets acquired	50.9
Goodwill	0.0
Fair value of net assets acquired	50.9
Debt assumed	0.0
Purchase price	$ 50.9
Acquisitions 2020 | Peru
Asset Acquisition:
Number of sites acquired | site	7
Acquisitions 2020 | Tenant-related intangible assets
Asset Acquisition:
Intangible assets	$ 14.1
Acquisitions 2020 | Tenant-related intangible assets | Maximum
Asset Acquisition:
Estimated useful lives (in years)	20 years
Acquisitions 2020 | Network location intangible assets
Asset Acquisition:
Intangible assets	$ 4.2
Acquisitions 2020 | Other intangible assets
Asset Acquisition:
Intangible assets	$ 1.3

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LONG-TERM OBLIGATIONS

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

LONG-TERM OBLIGATIONS

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
	March 31, 2020		December 31, 2019		Maturity Date
2019 364-Day Term Loan (1) (2)	$	—	$	999.9	N/A
2020 Term Loan (1)	749.9		—		February 12, 2021
2019 Multicurrency Credit Facility (1) (3)	965.4		700.0		June 28, 2023
2019 Term Loan (1)	995.4		995.2		January 31, 2025
2019 Credit Facility (1)	1,415.0		1,600.0		January 31, 2025
2.800% senior notes	749.7		749.4		June 1, 2020
3.300% senior notes	748.8		748.5		February 15, 2021
3.450% senior notes	648.0		647.7		September 15, 2021
5.900% senior notes (4)	—		498.9		N/A
2.250% senior notes	605.7		592.1		January 15, 2022
4.70% senior notes	698.4		698.2		March 15, 2022
3.50% senior notes	994.7		994.3		January 31, 2023
3.000% senior notes	723.9		704.9		June 15, 2023
5.00% senior notes	1,001.6		1,001.7		February 15, 2024
3.375% senior notes	644.7		644.4		May 15, 2024
2.950% senior notes	641.7		641.3		January 15, 2025
2.400% senior notes	744.2		—		March 15, 2025
1.375% senior notes	544.5		553.0		April 4, 2025
4.000% senior notes	743.5		743.2		June 1, 2025
4.400% senior notes	496.7		496.6		February 15, 2026
1.950% senior notes	545.8		554.4		May 22, 2026
3.375% senior notes	988.3		987.9		October 15, 2026
3.125% senior notes	397.7		397.6		January 15, 2027
2.750% senior notes	743.7		743.5		January 15, 2027
3.55% senior notes	744.3		744.1		July 15, 2027
3.600% senior notes	692.8		692.6		January 15, 2028
3.950% senior notes	589.8		589.6		March 15, 2029
3.800% senior notes	1,632.1		1,631.7		August 15, 2029
2.900% senior notes	741.1		—		January 15, 2030
3.700% senior notes	591.8		591.8		October 15, 2049
Total American Tower Corporation debt	21,779.2		20,942.5
Series 2013-2A securities (5)	1,295.4		1,295.0		March 15, 2023
Series 2018-1A securities (5)	494.0		493.8		March 15, 2028
Series 2015-1 notes (6)	349.9		349.6		June 15, 2020
Series 2015-2 notes (7)	521.6		521.4		June 16, 2025
Other subsidiary debt (8)	111.7		422.4		Various
Total American Tower subsidiary debt	2,772.6		3,082.2
Finance lease obligations	25.6		30.7
Total	24,577.4		24,055.4
Less current portion of long-term obligations	(2,640.0)		(2,928.2)
Long-term obligations	$	21,937.4	$	21,127.2

_______________

(1) Accrues interest at a variable rate.

(2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand.

(3) As of March 31, 2020 reflects borrowings denominated in Euro (“EUR”).

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

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

(6) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.

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

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

Current portion of long-term obligations—The Company’s current portion of long-term obligations primarily includes (i) $750.0 million under its unsecured term loan entered into on February 13, 2020 (the “2020 Term Loan”), (ii) $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020, (iii) $350.0 million aggregate principal amount of the American Tower Secured Revenue Notes, Series 2015-1, Class A, issued by GTP Acquisition Partners I, LLC in a private securitization transaction in May 2015, with an anticipated repayment date in 2020 and (iv) $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021.

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

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, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $539.6 million, including $6.1 million in accrued and unpaid interest. The Company 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 Company’s $2.25 billion senior unsecured revolving credit facility, as amended and restated in December 2019 (the “2019 Credit Facility”), and cash on hand. Upon completion of the repayment, none of the 5.900% Notes remained outstanding.

Offerings of Senior Notes

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

The 2.400% Notes will mature on March 15, 2025 and bear interest at a rate of 2.400% per annum. The 2.900% Notes will mature on January 15, 2030 and bear interest at a rate of 2.900% per annum. Accrued and unpaid interest on the 2.400% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020. Accrued and unpaid interest on the 2.900% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

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

Bank Facilities

2019 Multicurrency Credit Facility—During the three months ended March 31, 2020, the Company borrowed an aggregate of 875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $700.0 million of revolving indebtedness under its $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”). The Company used the borrowings to repay existing indebtedness and for general corporate purposes.

2019 Credit Facility—During the three months ended March 31, 2020, the Company borrowed an aggregate of $1.7 billion and repaid an aggregate of $1.9 billion of revolving indebtedness under the 2019 Credit Facility. The Company used the borrowings to repay existing indebtedness, to purchase redeemable noncontrolling interests and for general corporate purposes.

2020 Term Loan—On February 13, 2020, the Company entered into the 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 the $1.3 billion unsecured term loan entered into on February 14, 2019 (the “2019 364-Day Term Loan”). 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 for the 2020 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable.

As of March 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and restated in December 2019 (the “2019 Term Loan”), and the 2020 Term Loan were as follows:

	Outstanding Principal Balance (in millions)			Undrawn letters of credit (in millions)		Maturity Date		Current margin over LIBOR (1)		Current commitment fee (2)
2019 Multicurrency Credit Facility	$	965.4	(3)	$	3.8	June 28, 2023	(4)	1.125	%	0.110	%
2019 Credit Facility	$	1,415.0		$	6.1	January 31, 2025	(4)	1.125	%	0.110	%
2019 Term Loan	$	1,000.0		N/A		January 31, 2025		1.125	%	N/A
2020 Term Loan	$	750.0		N/A		February 12, 2021		0.650	%	N/A

_______________

(1) LIBOR means the London Interbank Offered Rate.

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

(3) Reflects borrowings denominated in EUR.

(4) Subject to two optional renewal periods.

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PREPAID AND OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID AND OTHER CURRENT ASSETS

PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following:

	As of
	March 31, 2020		December 31, 2019
Prepaid assets	$	71.4	$	56.8
Prepaid income tax	188.1		185.8
Unbilled receivables	101.8		142.3
Value added tax and other consumption tax receivables	59.3		71.3
Other miscellaneous current assets	60.1		57.4
Prepaid and other current assets	$	480.7	$	513.6

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the carrying value of goodwill

The changes in the carrying value of goodwill for each of the Company’s business segments were as follows:

	Property										Services		Total
	U.S.		Asia		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
Additions and adjustments (1)	—		—		(0.1)		—		—		—		(0.1)
Effect of foreign currency translation	—		(57.4)		(35.4)		(4.1)		(132.5)		—		(229.4)
Balance as of March 31, 2020	$	3,415.3	$	964.4	$	754.7	$	252.1	$	560.3	$	2.0	$	5,948.8

_______________

(1) Additions consist of $0.1 million from revisions to prior-year acquisitions due to measurement period adjustments.

Intangible assets subject to amortization

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

		As of March 31, 2020						As of December 31, 2019
	Estimated Useful Lives (years)	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Acquired network location intangibles (1)	Up to 20	$	4,967.0	$	(1,938.8)	$	3,028.2	$	5,150.8	$	(1,920.4)	$	3,230.4
Acquired tenant-related intangibles	Up to 20	12,193.2		(3,707.5)		8,485.7		12,674.1		(3,674.6)		8,999.5
Acquired licenses and other intangibles	3-20	93.9		(7.2)		86.7		106.7		(18.2)		88.5
Total other intangible assets		$	17,254.1	$	(5,653.5)	$	11,600.6	$	17,931.6	$	(5,613.2)	$	12,318.4

_______________

(1) Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to 20 years, as the Company considers these intangibles to be directly related to the tower assets.

Expected future amortization expenses

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	Amount
Remainder of 2020	$	628.4
2021	822.7
2022	818.8
2023	815.2
2024	806.3
2025	790.8

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of penalties and income tax-related interest expense

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

	Three Months Ended March 31,
	2020		2019
Penalties and income tax-related interest expense	$	1.7	$	1.1

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EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of earnings per basic and diluted by common class

The following table sets forth basic and diluted net income per common share computational data (shares in thousands, except per share data):

	Three Months Ended March 31,
	2020		2019
Net income attributable to American Tower Corporation common stockholders	$	415.0	$	397.4
Basic weighted average common shares outstanding	443,055		441,351
Dilutive securities	2,777		3,270
Diluted weighted average common shares outstanding	445,832		444,621
Basic net income attributable to American Tower Corporation common stockholders per common share	$	0.94	$	0.90
Diluted net income attributable to American Tower Corporation common stockholders per common share	$	0.93	$	0.89

Schedule of antidilutive securities excluded from computation of earnings per share

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

	Three Months Ended March 31,
	2020	2019
Restricted stock units	86	105

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GOODWILL AND OTHER INTANGIBLE ASSETS - EXPECTED FUTURE AMORTIZATION EXPENSE (Details) $ in Millions	Mar. 31, 2020 USD ($)
Fiscal Year
Remainder of 2020	$ 628.4
2021	822.7
2022	818.8
2023	815.2
2024	806.3
2025	$ 790.8

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LEASES - MATURITIES OF OPERATING AND FINANCE LEASE LIABILITIES (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Operating Lease
Remainder of 2020	$ 629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6	$ 7,004.9
Less current portion of lease liability	(476.8)	(494.5)
Non-current lease liability	$ 6,137.8	$ 6,510.4

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LONG-TERM OBLIGATIONS - SCHEDULE OF LINES OF CREDIT (Details) - American Tower Corporation $ in Millions		3 Months Ended
	Feb. 13, 2020	Mar. 31, 2020 USD ($) renewal_period
Credit Facility
Line of Credit Facility [Line Items]
Optional renewal periods | renewal_period		2
2019 Multicurrency Credit Facility | Credit Facility
Line of Credit Facility [Line Items]
Outstanding Principal Balance		$ 965.4
Undrawn letters of credit		$ 3.8
Current commitment fee (as a percent)		0.11%
2019 Multicurrency Credit Facility | Credit Facility | Current margin over LIBOR
Line of Credit Facility [Line Items]
Current margin over LIBOR (as a percent)		1.125%
2019 Credit Facility | Credit Facility
Line of Credit Facility [Line Items]
Outstanding Principal Balance		$ 1,415.0
Undrawn letters of credit		$ 6.1
Current commitment fee (as a percent)		0.11%
2019 Credit Facility | Credit Facility | Current margin over LIBOR
Line of Credit Facility [Line Items]
Current margin over LIBOR (as a percent)		1.125%
2019 Term Loan | Unsecured debt
Line of Credit Facility [Line Items]
Outstanding Principal Balance		$ 1,000.0
2019 Term Loan | Unsecured debt | Current margin over LIBOR
Line of Credit Facility [Line Items]
Current margin over LIBOR (as a percent)		1.125%
2020 Term Loan | Unsecured debt
Line of Credit Facility [Line Items]
Outstanding Principal Balance		$ 750.0
2020 Term Loan | Unsecured debt | Current margin over LIBOR
Line of Credit Facility [Line Items]
Current margin over LIBOR (as a percent)	0.65%	0.65%

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EARNINGS PER COMMON SHARE - SCHEDULE OF EARNINGS PER BASIC AND DILUTED BY COMMON CLASS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Net income attributable to American Tower Corporation common stockholders	$ 415.0	$ 397.4
Basic weighted average common shares outstanding (in shares)	443,055	441,351
Dilutive securities (in shares)	2,777	3,270
Diluted weighted average common shares outstanding (in shares)	445,832	444,621
Basic net income attributable to American Tower Corporation common stockholders per common share (in dollars per share)	$ 0.94	$ 0.90
Diluted net income attributable to American Tower Corporation common stockholders per common share (in dollars per share)	$ 0.93	$ 0.89

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ACQUISITIONS - NARRATIVE (Details) € in Millions, $ in Millions				3 Months Ended		12 Months Ended
	Dec. 31, 2019 USD ($) communication_site	Nov. 28, 2019 EUR (€) communication_site	Nov. 28, 2019 USD ($) communication_site	Mar. 31, 2020 USD ($) communication_site	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($) communication_site	Apr. 01, 2020 communication_site	Dec. 19, 2019 communication_site
Business Acquisition [Line Items]
Payment received related to acquisition in France					$ 5.7
Estimated aggregate impact of acquisitions completed, revenue				$ 0.1
Estimated aggregate impact of acquisitions completed, gross margin (less than $0.1 million)				0.1
Post closing adjustments, goodwill				(0.1)
Eaton Towers Holding Limited
Business Acquisition [Line Items]
Number of communications sites acquired (in number of towers) | communication_site	5,800					5,800
Percentage of interests acquired	100.00%					100.00%
Number of markets in which entity operates | communication_site	5					5
Eaton Tower, existing debt assume						$ 2,000.0
Receivable for reimbursement of taxes						$ 9.7
Post closing adjustments, assets				15.1
Post closing adjustments, liabilities				15.0
Post closing adjustments, goodwill				$ (0.1)
Entel Acquisition
Business Acquisition [Line Items]
Number of communications sites acquired (in number of towers) | communication_site	2,400			156		2,400		3,200
Aggregate purchase price	$ 800.0			$ 39.7
Other Acquisitions 2020 | Communication Sites
Business Acquisition [Line Items]
Number of communications sites acquired (in number of towers) | communication_site				37
Aggregate purchase price				$ 11.2
Orange S.A. | Communication Sites
Business Acquisition [Line Items]
Number of communications sites acquired (in number of towers) | communication_site		2,000	2,000
Asset purchase period		5 years	5 years
Orange S.A. | Communication Sites | Subsequent Event
Business Acquisition [Line Items]
Number of communications sites acquired (in number of towers) | communication_site							113
Orange S.A. | Communication Sites | Minimum
Business Acquisition [Line Items]
Aggregate purchase price		€ 500.0	$ 550.5
Orange S.A. | Communication Sites | Maximum
Business Acquisition [Line Items]
Aggregate purchase price		€ 600.0	$ 660.5

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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.

Items Measured at Fair Value on a Recurring Basis—The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:

	March 31, 2020						December 31, 2019
	Fair Value Measurements Using						Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate swap agreements	—		$	34.8	—		—		$	9.0	—
Embedded derivative in lease agreement	—		—		$	10.5	—		—		$	10.7
Liabilities:
Interest rate swap agreements	—		$	0.1	—		—		$	7.5	—
Fair value of debt related to interest rate swap agreements (1)	$	35.4	—		—		$	3.3	—		—
Redeemable noncontrolling interests	—		—		$	541.4	—		—		$	1,096.5

_______________

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

During the three months ended March 31, 2020, the Company made no changes to the methods described in note 12 to its consolidated financial statements included in the 2019 Form 10-K that it used to measure the fair value of its interest rate swap agreements, the embedded derivative in one of its lease agreements and redeemable noncontrolling interests. The changes in fair value for the embedded derivative in one of its lease agreements during the three months ended March 31, 2020 and 2019 were not material to the consolidated financial statements. The changes in the carrying amount of the redeemable noncontrolling interests are described in note 10.

 Items Measured at Fair Value on a Nonrecurring Basis

Assets Held and Used—The Company’s long-lived assets are recorded at amortized cost and, if impaired, are adjusted to fair value using Level 3 inputs. During the three months ended March 31, 2020 and 2019, the Company recorded $3.7 million and $18.1 million of impairments, respectively. There were no other items measured at fair value on a nonrecurring basis during the three months ended March 31, 2020 or 2019.

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

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LEASES

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

LEASES

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 three months ended March 31, 2020, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2019 Form 10-K and there were no material changes in the terms and provisions of the Company’s leases in which the Company is lessor or lessee. As of March 31, 2020, the Company does not have any material related party leases as either a lessor or a lessee.

Lessor— Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue. Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2020 were as follows:

Fiscal Year	Amount (1)
Remainder of 2020	$	4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$	42,702.6

_______________

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

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 Form 10-K. There were no material impairments recorded related to these assets during the three months ended March 31, 2020 and March 31, 2019.

The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of March 31, 2020, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. There were no material changes in finance lease assets during the three months ended March 31, 2020.

Information about other lease-related balances is as follows:

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Right-of-use asset	$	6,968.3	$	7,357.4
Current portion of lease liability	$	476.8	$	494.5
Lease liability	6,137.8		6,510.4
Total operating lease liability	$	6,614.6	$	7,004.9

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

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13.4		13.1
Weighted-average incremental borrowing rate	5.9	%	6.1	%

The following table sets forth the components of lease cost:

	Three Months Ended March 31,
	2020		2019
Operating lease cost	$	250.7	$	255.0
Variable lease costs not included in lease liability (1)	61.4		52.3

_______________

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

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(252.0)	$	(234.9)
Non-cash items:
New operating leases (1)	$	50.1	$	62.1
Operating lease modifications and reassessments (2)	$	96.9	$	30.1

_______________

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

(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2020.

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

Maturities of operating lease liabilities as of March 31, 2020 were as follows:

Fiscal Year	Operating Lease (1)
Remainder of 2020	$	629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6
Less current portion of lease liability	(476.8)
Non-current lease liability	$	6,137.8

_______________

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

LEASES

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 three months ended March 31, 2020, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2019 Form 10-K and there were no material changes in the terms and provisions of the Company’s leases in which the Company is lessor or lessee. As of March 31, 2020, the Company does not have any material related party leases as either a lessor or a lessee.

Lessor— Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue. Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2020 were as follows:

Fiscal Year	Amount (1)
Remainder of 2020	$	4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$	42,702.6

_______________

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

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 Form 10-K. There were no material impairments recorded related to these assets during the three months ended March 31, 2020 and March 31, 2019.

The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of March 31, 2020, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. There were no material changes in finance lease assets during the three months ended March 31, 2020.

Information about other lease-related balances is as follows:

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Right-of-use asset	$	6,968.3	$	7,357.4
Current portion of lease liability	$	476.8	$	494.5
Lease liability	6,137.8		6,510.4
Total operating lease liability	$	6,614.6	$	7,004.9

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

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13.4		13.1
Weighted-average incremental borrowing rate	5.9	%	6.1	%

The following table sets forth the components of lease cost:

	Three Months Ended March 31,
	2020		2019
Operating lease cost	$	250.7	$	255.0
Variable lease costs not included in lease liability (1)	61.4		52.3

_______________

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

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(252.0)	$	(234.9)
Non-cash items:
New operating leases (1)	$	50.1	$	62.1
Operating lease modifications and reassessments (2)	$	96.9	$	30.1

_______________

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

(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2020.

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

Maturities of operating lease liabilities as of March 31, 2020 were as follows:

Fiscal Year	Operating Lease (1)
Remainder of 2020	$	629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6
Less current portion of lease liability	(476.8)
Non-current lease liability	$	6,137.8

_______________

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

LEASES

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 three months ended March 31, 2020, the Company made no changes to the methods described in note 4 to its consolidated financial statements included in the 2019 Form 10-K and there were no material changes in the terms and provisions of the Company’s leases in which the Company is lessor or lessee. As of March 31, 2020, the Company does not have any material related party leases as either a lessor or a lessee.

Lessor— Historically, the Company has been able to successfully renew its ground leases as needed to ensure continuation of its tower revenue. Accordingly, the Company assumes that it will have access to the land underneath its tower sites when calculating future minimum rental receipts. Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2020 were as follows:

Fiscal Year	Amount (1)
Remainder of 2020	$	4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$	42,702.6

_______________

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

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 Form 10-K. There were no material impairments recorded related to these assets during the three months ended March 31, 2020 and March 31, 2019.

The Company leases certain land and office space under operating leases and land and improvements, towers and vehicles under finance leases. As of March 31, 2020, operating lease assets were included in Right-of-use asset and finance lease assets were included in Property and equipment, net in the consolidated balance sheet. There were no material changes in finance lease assets during the three months ended March 31, 2020.

Information about other lease-related balances is as follows:

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Right-of-use asset	$	6,968.3	$	7,357.4
Current portion of lease liability	$	476.8	$	494.5
Lease liability	6,137.8		6,510.4
Total operating lease liability	$	6,614.6	$	7,004.9

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

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13.4		13.1
Weighted-average incremental borrowing rate	5.9	%	6.1	%

The following table sets forth the components of lease cost:

	Three Months Ended March 31,
	2020		2019
Operating lease cost	$	250.7	$	255.0
Variable lease costs not included in lease liability (1)	61.4		52.3

_______________

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

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(252.0)	$	(234.9)
Non-cash items:
New operating leases (1)	$	50.1	$	62.1
Operating lease modifications and reassessments (2)	$	96.9	$	30.1

_______________

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

(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2020.

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

Maturities of operating lease liabilities as of March 31, 2020 were as follows:

Fiscal Year	Operating Lease (1)
Remainder of 2020	$	629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6
Less current portion of lease liability	(476.8)
Non-current lease liability	$	6,137.8

_______________

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

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EQUITY (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of declared or paid cash distributions

During the three months ended 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
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.

During the three months ended March 31, 2019, 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
March 7, 2019	April 26, 2019	April 11, 2019	$	0.90	$	397.8
December 5, 2018	January 14, 2019	December 27, 2018	$	0.84	$	370.5

_______________

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

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LEASES (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Schedule of Future Minimum Rental Receipts Expected Under Non-Cancellable Operating Lease Agreements

Future minimum rental receipts expected under non-cancellable operating lease agreements as of March 31, 2020 were as follows:

Fiscal Year	Amount (1)
Remainder of 2020	$	4,296.4
2021	5,519.8
2022	4,915.3
2023	4,734.1
2024	4,513.4
Thereafter	18,723.6
Total	$	42,702.6

_______________

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

Schedule of Information About Other Lease-related Balances

Information about other lease-related balances is as follows:

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Right-of-use asset	$	6,968.3	$	7,357.4
Current portion of lease liability	$	476.8	$	494.5
Lease liability	6,137.8		6,510.4
Total operating lease liability	$	6,614.6	$	7,004.9

Components of Operating Lease Cost

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

	As of
	March 31, 2020		December 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13.4		13.1
Weighted-average incremental borrowing rate	5.9	%	6.1	%

The following table sets forth the components of lease cost:

	Three Months Ended March 31,
	2020		2019
Operating lease cost	$	250.7	$	255.0
Variable lease costs not included in lease liability (1)	61.4		52.3

_______________

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

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(252.0)	$	(234.9)
Non-cash items:
New operating leases (1)	$	50.1	$	62.1
Operating lease modifications and reassessments (2)	$	96.9	$	30.1

_______________

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

(2) Includes a $0.7 million reduction of the operating lease liability during the three months ended March 31, 2020.

Maturity of Operating Lease Liabilities

Maturities of operating lease liabilities as of March 31, 2020 were as follows:

Fiscal Year	Operating Lease (1)
Remainder of 2020	$	629.5
2021	827.7
2022	797.3
2023	765.4
2024	730.5
Thereafter	5,942.7
Total lease payments	9,693.1
Less amounts representing interest	(3,078.5)
Total lease liability	6,614.6
Less current portion of lease liability	(476.8)
Non-current lease liability	$	6,137.8

_______________

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

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value of assets and liabilities

The fair values of the Company’s financial assets and liabilities that are required to be measured on a recurring basis at fair value were as follows:

	March 31, 2020						December 31, 2019
	Fair Value Measurements Using						Fair Value Measurements Using
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Interest rate swap agreements	—		$	34.8	—		—		$	9.0	—
Embedded derivative in lease agreement	—		—		$	10.5	—		—		$	10.7
Liabilities:
Interest rate swap agreements	—		$	0.1	—		—		$	7.5	—
Fair value of debt related to interest rate swap agreements (1)	$	35.4	—		—		$	3.3	—		—
Redeemable noncontrolling interests	—		—		$	541.4	—		—		$	1,096.5

_______________

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

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BUSINESS SEGMENTS

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

BUSINESS SEGMENTS

BUSINESS SEGMENTS

The Company’s primary business is leasing space on multitenant communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. This business is referred to as the Company’s property operations.

During the fourth quarter of 2019, as a result of recent acquisitions, including the Eaton Towers Acquisition, and changes to its organizational structure, the Company reviewed and changed its reportable segments to divide its EMEA property segment into two segments: Africa property and Europe property. Prior to this revision, the Company operated in five 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 six segments. The change in reportable segments had no impact on the Company’s consolidated financial statements for any periods. Historical financial information included in this Quarterly Report has been adjusted to reflect the change in reportable segments.

As of March 31, 2020, the Company’s property operations consisted of the following:

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

•Asia: property operations in India;

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

•Europe: property operations in France and Germany; and

•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 Form 10-K and as updated in note 1 above. Among other factors, in evaluating financial performance in each business segment, management uses segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding stock-based compensation expense recorded in costs of operations; Depreciation, amortization and accretion; Selling, general, administrative and development expense; and Other operating expenses. The Company defines segment operating profit as segment gross margin less Selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. These measures of segment gross margin and segment operating profit are also before Interest income, Interest expense, Gain (loss) on retirement of long-term obligations, Other income (expense), Net income (loss) attributable to noncontrolling interests and Income tax benefit (provision). The categories of expenses indicated above, such as depreciation, have been excluded from segment operating performance as they are not considered in the review of information or the evaluation of results by management. There are no significant revenues resulting from transactions between the Company’s operating segments. All intercompany transactions are eliminated to reconcile segment results and assets to the consolidated statements of operations and consolidated balance sheets.

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 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, 2020	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	1,089.9	$	286.6	225.5		$	34.5	$	336.7	$	1,973.2	$	19.9			$	1,993.1
Segment operating expenses (1)	190.0		164.0		77.7		6.6		105.2		543.5		7.6				551.1
Segment gross 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)	42.0		32.6		17.1		5.5		26.6		123.8		3.5				127.3
Segment operating profit	$	857.9	$	90.0	$	130.7	$	22.4	$	204.9	$	1,305.9	$	8.8			$	1,314.7
Stock-based compensation expense															$	47.7	47.7
Other selling, general, administrative and development expense															43.7		43.7
Depreciation, amortization and accretion															472.3		472.3
Other expense (2)															311.3		311.3
Income from continuing operations before income taxes																	$	439.7
Total assets	$	22,486.9	$	4,986.0	$	4,510.3	$	1,554.5	$	6,739.0	$	40,276.7	$	29.0	$	483.4	$	40,789.1

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $46.8 million, respectively.

(2) Primarily includes interest expense.

	Property										Total  Property		Services		Other		Total
Three Months Ended March 31, 2019	U.S.		Asia		Africa		Europe		Latin America
Segment revenues	$	986.3	$	288.9	$	144.0	$	33.5	$	333.3	$	1,786.0	$	27.4			$	1,813.4
Segment operating expenses (1)	191.3		178.0		53.5		6.2		103.4		532.4		10.1				542.5
Segment gross margin	795.0		110.9		90.5		27.3		229.9		1,253.6		17.3				1,270.9
Segment selling, general, administrative and development expense (1)	41.7		26.6		13.2		5.2		27.7		114.4		3.4				117.8
Segment operating profit	$	753.3	$	84.3	$	77.3	$	22.1	$	202.2	$	1,139.2	$	13.9			$	1,153.1
Stock-based compensation expense															$	42.5	42.5
Other selling, general, administrative and development expense															38.7		38.7
Depreciation, amortization and accretion															436.9		436.9
Other expense (2)															193.4		193.4
Income from continuing operations before income taxes																	$	441.6
Total assets	$	22,160.9	$	5,427.6	$	2,085.5	$	1,552.0	$	7,306.4	$	38,532.4	$	43.8	$	350.6	$	38,926.8

_______________

(1) Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of $0.9 million and $41.6 million, respectively.

(2) Primarily includes interest expense.

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EQUITY

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

EQUITY

EQUITY

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

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

During the three months ended March 31, 2020, the Company repurchased 213,352 shares of its common stock under the 2011 Buyback for an aggregate of $45.1 million (of which $5.4 million was accrued as of March 31, 2020). During the three months ended March 31, 2020, there were no repurchases under the 2017 Buyback. As of March 31, 2020, the Company has repurchased a total of 14,310,549 shares of its common stock under the 2011 Buyback for an aggregate of $1.5 billion, including commissions and fees. As of March 31, 2020, the Company has not made any repurchases under the 2017 Buyback.

Under the Buyback Programs, the Company is authorized to purchase shares from time to time through open market purchases, in privately negotiated transactions not to exceed market prices, and (with respect to such open market purchases) pursuant to plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with securities laws and other legal requirements and subject to market conditions and other factors.

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

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

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.

During the three months ended March 31, 2019, 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
March 7, 2019	April 26, 2019	April 11, 2019	$	0.90	$	397.8
December 5, 2018	January 14, 2019	December 27, 2018	$	0.84	$	370.5

_______________

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

The Company accrues distributions on unvested restricted stock units, which are payable upon vesting. As of March 31, 2020, the amount accrued for distributions payable related to unvested restricted stock units was $8.6 million. During the three months ended March 31, 2020 and 2019, the Company paid $7.6 million and $6.6 million of distributions upon the vesting of restricted stock units, 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, ATC Europe declared a dividend of 24.5 million EUR (approximately $27.0 million at the time of declaration) payable in cash to the Company and PGGM in proportion to their respective equity interests in the joint venture. The dividend

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PREPAID AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid and other current assets

Prepaid and other current assets consisted of the following:

	As of
	March 31, 2020		December 31, 2019
Prepaid assets	$	71.4	$	56.8
Prepaid income tax	188.1		185.8
Unbilled receivables	101.8		142.3
Value added tax and other consumption tax receivables	59.3		71.3
Other miscellaneous current assets	60.1		57.4
Prepaid and other current assets	$	480.7	$	513.6

XML

LEASES - SCHEDULE OF WEIGHTED AVERAGE LEASE TERMS AND DISCOUNT RATES BY SEGMENT (Details)	Mar. 31, 2020	Dec. 31, 2019
Operating leases:
Weighted-average remaining lease term (years)	13 years 4 months 24 days	13 years 1 month 6 days
Weighted-average incremental borrowing rate	5.90%	6.10%

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Schedule of acquisition and merger related costs

During the three months ended March 31, 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 March 31,
	2020		2019
Acquisition and merger related expenses	$	7.6	$	2.0
Integration costs	$	6.6	$	4.1

Schedule of recognized identified assets acquired and liabilities assumed

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

	Allocation (1)
Current assets	$	0.3
Property and equipment	25.9
Intangible assets (2):
Tenant-related intangible assets	14.1
Network location intangible assets	4.2
Other intangible assets	1.3
Other non-current assets	10.6
Current liabilities	(0.9)
Deferred tax liability	—
Other non-current liabilities	(4.6)
Net assets acquired	50.9
Goodwill	—
Fair value of net assets acquired	50.9
Debt assumed	—
Purchase price	$	50.9

_______________

(1)  Includes 7 sites in Peru held pursuant to long-term finance leases.

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

Schedule of pro forma information

The following table presents the unaudited pro forma financial results as if the 2020 acquisitions had occurred on January 1, 2019 and the 2019 acquisitions had occurred on January 1, 2018. The pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the date indicated, nor are they indicative of the future operating results of the Company.

	Three Months Ended March 31,
	2020		2019
Pro forma revenues	$	1,993.8	$	1,899.3
Pro forma net income attributable to American Tower Corporation common stockholders	$	414.9	$	380.3
Pro forma net income per common share amounts:
Basic net income attributable to American Tower Corporation common stockholders	$	0.94	$	0.86
Diluted net income attributable to American Tower Corporation common stockholders	$	0.93	$	0.86

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - SUMMARY OF REVENUE DISAGGREGATED BY SOURCE AND GEOGRAPHY (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 118.0	$ 125.2
Property lease revenue	1,875.1	1,688.2
Total operating revenues	1,993.1	1,813.4
Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	98.1	97.8
Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	19.9	27.4
Total operating revenues	19.9	27.4
U.S.
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	78.5	86.2
Property lease revenue	1,031.3	927.5
Total operating revenues	1,109.8	1,013.7
U.S. | Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	58.6	58.8
U.S. | Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	19.9	27.4
Asia
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	2.2	2.4
Property lease revenue	284.4	286.5
Total operating revenues	286.6	288.9
Asia | Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	2.2	2.4
Asia | Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	0.0	0.0
Africa
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	2.9	0.8
Property lease revenue	222.6	143.2
Total operating revenues	225.5	144.0
Africa | Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	2.9	0.8
Africa | Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	0.0	0.0
Europe
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	1.5	0.8
Property lease revenue	33.0	32.7
Total operating revenues	34.5	33.5
Europe | Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	1.5	0.8
Europe | Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	0.0	0.0
Latin America
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	32.9	35.0
Property lease revenue	303.8	298.3
Total operating revenues	336.7	333.3
Latin America | Non-lease property revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	32.9	35.0
Latin America | Services revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 0.0	$ 0.0

XML

Label	Element	Value
Accounting Standards Update 2016-02 [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (24,700,000)
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (24,700,000)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Cash Flows [Abstract]
Income tax refunds	$ 0.1	$ 0.3

XML

COVER - shares	3 Months Ended
	Mar. 31, 2020	Apr. 22, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-14195
Entity Registrant Name	AMERICAN TOWER CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	65-0723837
Entity Address, Address Line One	116 Huntington Avenue
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	375-7500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		443,306,437
Entity Central Index Key	0001053507
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AMT
Security Exchange Name	NYSE
1.375% Senior Notes due 2025
Document Information [Line Items]
Title of 12(b) Security	1.375% Senior Notes due 2025
Trading Symbol	AMT 25A
Security Exchange Name	NYSE
1.950% Senior Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	1.950% Senior Notes due 2026
Trading Symbol	AMT 26B
Security Exchange Name	NYSE

XML

STOCK-BASED COMPENSATION - SUMMARY OF THE COMPANY'S RESTRICTED STOCK UNIT ACTIVITY (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2019
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding as of January 1, 2020 (in shares)	1,454,350
Granted (in shares)	432,104
Vested (in shares)	(592,390)
Forfeited (in shares)	(11,730)
Outstanding as of March 31, 2020 (in shares)	1,282,334
Vested and deferred as of March 31, 2020 (in shares)	0				19,810
PSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding as of January 1, 2020 (in shares)	528,908
Granted (in shares)	93,332	114,823	131,311	282,774
Vested (in shares)	(205,434)
Forfeited (in shares)	0
Outstanding as of March 31, 2020 (in shares)	416,806
Vested and deferred as of March 31, 2020 (in shares)	77,340
Vesting period	3 years	3 years	3 years	3 years

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INCOME TAXES - SCHEDULE OF PENALTIES AND INCOME TAX RELATED EXPENSES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Penalties and income tax-related interest expense	$ 1.7	$ 1.1

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Foreign currency (losses) gains	$ (65.5)	$ 20.1