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American Tower Announces Verizon Tower Portfolio Transaction February 6, 2015

American Tower Announces Verizon Tower … Tower Announces Verizon Tower Portfolio ... financial projections for the portfolio and the ... American Tower continues to pursue its growth

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American Tower Announces Verizon Tower

Portfolio Transaction February 6, 2015

Page 2: American Tower Announces Verizon Tower … Tower Announces Verizon Tower Portfolio ... financial projections for the portfolio and the ... American Tower continues to pursue its growth

Forward-Looking Statements

This presentation contains statements about future events and expectations, or “forward-looking statements,”

all of which are inherently uncertain. We have based those forward looking statements on management’s

current expectations and assumptions and not on historical facts. Examples of these statements include, but

are not limited to, statements regarding the proposed closing of the transaction described herein, expected

financial projections for the portfolio and the impact on our consolidated results, the anticipated closing date,

the expected cash consideration and the expected sources of funds to pay for the transaction described herein

and other previously announced transactions. These forward-looking statements involve a number of risks

and uncertainties. For important factors that may cause actual results to differ materially from those indicated

in our forward-looking statements, we refer you to the information contained in Item 1A of our Form 10-Q for

the quarter ended September 30, 2014 under the caption “Risk Factors” and in other filings we make with the

Securities and Exchange Commission. We undertake no obligation to update the information contained in this

presentation to reflect subsequently occurring events or circumstances. Definitions are provided at the end of

the presentation and reconciliations to GAAP measures are available on our website at

www.americantower.com.

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Transaction Creates Leading Nationwide Network AMT’s U.S. Portfolio Will Consist of Over 40,000 Towers

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Investing $5.056B upfront for ~11,500 towers or approximately $440K per tower.

• Verizon

• Legacy AMT

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Verizon Portfolio Overview Significant Collocation Opportunity with Strong Existing Tenant Base

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Definitions are provided at the end of this presentation and reconciliations to GAAP measures can be found at www.americantower.com.

› Initial 10-year Verizon anchor

lease term, with renewal options

thereafter

› Existing average tenancy of ~1.4

tenants per tower

› Expected year 1 financial impact(1):

› Revenue of $410M

› Gross Margin of $235M

› SG&A as % of revenue

expected to be 5%

› ~$220M in projected start-up

capital over three years

Highlights

(1) Year 1 refers to first 12 months of operating results post-closing.

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Transaction Highlights

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Portfolio

› Acquiring approximately 165 domestic

towers and the rights to approximately

11,324 additional towers

› Historically under-leased, with average

tenancy of 1.4 tenants per tower

› Capacity for additional tenants without

augmentation

Transaction is expected to close in 1H 2015.

Growth Enhancing

› Expected to lengthen AMT’s ability to

sustain strong organic core growth in

the U.S.

› Expected to drive long-term AFFO

accretion

› Increases infrastructure available to

support deployment of new spectrum

Consideration

› $5.056 billion upfront cash

consideration

› AMT will have the option to purchase

the leased towers primarily between

2034 and 2047 for aggregate option

payments of approximately $5.0 billion

Financing

› Expected to be financed in a manner

consistent with maintaining AMT’s

investment grade credit rating

› AMT has obtained committed financing

for the transaction

Definitions are provided at the end of this presentation.

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Proven History of Integration Capabilities

› SSI and GTP fully integrated within established timelines post closing

› Achieved greater than expected synergies with SSI and GTP transactions

› Disciplined transactions support AMT’s robust revenue growth

› 5 Year Revenue CAGR of ~7.4% on SSI towers

› September 2014 YTD Organic Core Revenue Growth of 10.3% for GTP portfolio

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2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

U.S. Portfolio Growth

2004 2014 PF(2)

SSI(1)

GTP

VZ

~28k Towers Added in 10 Years

~12k ~40k

(1) SSI represents Spectrasite.

(2) Pro forma for Verizon transaction.

Definitions are provided at the end of this presentation.

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Pro Forma Global Portfolio Highlights(1)

22%

15%

12% 8%

5%

5% 3%

3%

27%

Rental & Management Revenue

AT&T

Verizon

Sprint

T-Mobile

Telefonica

Airtel

TIM

MTN

Other

0

10,000

20,000

30,000

40,000

50,000

60,000

2007 2008 2009 2010 2011 2012 2013 2014PF

Tower Count

International U.S.

(1) Pro forma reflects the impact of the Company’s recently completed BRT acquisition in Brazil and the impact of the Company’s pending transactions with

Verizon in the US, TIM in Brazil and Airtel in Nigeria.

(2) AT&T Revenue reflects pro forma adjustment for the acquisition of DirectTV, Iusacell and Nextel Mexico.

› Pro forma global tower count of ~100K towers, with ~1.8 tenants per tower and over $30B of non-cancellable revenues

› Diversified portfolio of assets across select markets, poised to benefit from carrier network investments

› Over 50% of pro forma total rental and management revenue from investment grade tenants

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Committed to Promoting Collocation Model to Enable Deployment of High Speed Broadband

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AMT’s Strong Track Record of Investments(1)(2)

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$1.4B

$3.9B

2007 LTM Q314

Rental and Management Segment Revenue

~16%

CAGR $1.0B

$2.6B

2007 LTM Q314

Adjusted EBITDA

$1.51

$4.38

2007 LTM Q314

AFFO Per Share

9.0%

10.4%

2007 3Q14A

ROIC

~15%

CAGR

~16%

CAGR

(1) 2007 cash tax in AFFO and ROIC calculations has been adjusted to exclude a cash tax refund received in 2007 related to the carry back of certain federal

net operating losses.

(2) LTM Q314 represents last twelve month results as of 9/30/2014. 3Q14 metrics have been annualized for the calculation of ROIC. Annualized calculations

may not be indicative of actual annual results.

+140 BP

› Deployed nearly $19B for capex, acquisitions and cash returns to stockholders since 2007

› Added over 47,000 towers since the beginning of 2007

› Focused on driving sustainable, profitable growth

› Maintaining a strong balance sheet remains a top priority

Definitions and reconciliations are provided at the end of this presentation.

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Key Takeaways

American Tower continues to pursue its growth strategy in support of its vision to be

the premier independent owner, operator and developer of wireless and broadcast

communications real estate globally

American Tower’s 2015 Strategic Investments(1):

› Represent tower portfolios which are under-utilized with significant opportunity for

future growth

› Solidify AMT as a leading U.S. and global tower operator

› Are collectively expected to be modestly accretive to AFFO per Share initially and

increasingly accretive over the long term

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Definitions are provided at the end of this presentation and reconciliations to GAAP measures can be found at www.americantower.com.

(1) Include Verizon, TIM Brazil and Airtel Nigeria transactions.

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Appendix

Appendix

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Recent/Pending Transactions(1)

Transaction (Currency)

BRT (BRL)

TIM (BRL)

AIRTEL (USD)

VERIZON (USD)

Country Brazil Brazil Nigeria U.S.

# of Towers ~4,700 ~6,500 ~4,800 ~11,500

Annual Revenue ~240M BRL ~435M BRL ~$255M ~$410M

Annual Gross

Margin ~190M BRL ~191M BRL ~$91M ~$235M

SG&A as % of

Revenue <2% <2% ~11% ~5%

Estimated Closing Closed in Q414 1H 2015 1H 2015 1H 2015

Transaction Price ~2.3B BRL ~3.0B BRL ~$1.1B ~$5.06B

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(1) All transactions subject to customary post-closing adjustments. Revenue and gross margin reflect year one figures, which refer to first 12 months of

operating results post-closing.

Definitions are provided at the end of this presentation and reconciliations to GAAP measures can be found at www.americantower.com.

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29%

24% 19%

13%

15% AT&T

Verizon

Sprint

T-Mobile

Other

Category 1

Pro Forma US Portfolio Highlights

› 96% of sites in suburban and rural

locations

› 54% of sites in the top 100 BTAs

› Average tower height of 204 feet

› Average tenancy of ~2.2 per site

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Portfolio Revenue Land Management

LegacyAMT

Verizon ProForma

~11.5k 40k+

~29k

Tower Count BTA

Top

50

>100

› 85% generated from Big 4

› 54% from investment grade tenants

› Average remaining term of ~7 years

› Non-cancellable revenue of ~$18B

› Average escalator of ~3%

› Average remaining term on leases

is 22 years

› Only 9% of sites have revenue

shares

10%

29%

61%

<10 years 10-20 years 20+ or owned

100%

50% 100

0%

Remaining Ground Lease Term Rental Revenue Profile

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39% 58%

33% 34% 41%

17%

13%

12% 15% 15%

11%

9%

13% 11% 11%

33% 20%

42% 40% 34%

AMT Spectrasite GTP Verizon Proforma

BTA Ranking

Top 50 51-100 101-150 Over 150

AMT Domestic Portfolio Detail(1)

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(1) As of 9/30/2014.

(2) Represents all other AMT towers.

(2)

› Key Takeaways:

› Average tower height of 204 feet pro-forma

for transaction

› Monopole and self-support towers comprise

72% of pro forma domestic tower portfolio

› 56% of pro forma sites in Top 100 BTAs

(2)

(2)

223

184 208

189 204

AMT Spectrasite GTP Verizon DomesticProforma

Height (feet)

28% 46%

25% 39% 34%

40%

39%

36%

37% 38%

28% 14%

30% 16% 22%

3% 1% 8% 8%

5%

AMT Spectrasite GTP Verizon Proforma

Tower Type

Monopole Self-Support Guyed Other

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AMT Domestic Portfolio Financial Detail

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8.5% 10.3% 10.0%

Spectrasite GTP AMT Domestic

September 2014 YTD Organic Core Growth

(1) Calculated based on trailing twelve month performance.

(2) Excludes straight-line revenue.

(3) Represents all other AMT towers.

(4) Represents all AMT towers built or acquired on or before 12/31/2012.

(3) (2)

(4)

› Key Takeaways:

› Average revenue per tower of ~$5.5k per

month with pro-forma gross margin % of ~77%

› Expect both to increase as VZ portfolio is

leased up

› GTP portfolio has outperformed legacy assets

and Spectrasite portfolio continues to generate

good growth despite maturity of assets

(1)(2) (1)

82% 81% 78%

57%

77%

AMT Spectrasite GTP Verizon DomesticProforma

Gross Margin %

6.8

8.1

4.3

2.5

5.5

AMT Spectrasite GTP Verizon DomesticProforma

Revenue per Tower per Month ($k)

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Adjusted EBITDA: Net income before Income (loss) on discontinued operations, net; 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.

Adjusted Funds From Operations, or AFFO: NAREIT Funds From Operations before (i) straight-line

revenue and expense, (ii) stock-based compensation expense, (iii) the non-cash portion of our tax

provision, (iv) non-real estate related depreciation, amortization and accretion, (v) amortization of

deferred financing costs, capitalized interest, 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 interest, less cash payments related to capital improvements and cash payments

related to corporate capital expenditures.

AFFO per Share: Adjusted Funds From Operations divided by the diluted weighted average common

shares outstanding.

Segment Gross Margin: 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.

International rental and management segment includes interest income, TV Azteca, net.

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Definitions

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Definitions Straight-line expenses: We calculate straight-line ground rent expense for our ground leases based on the

fixed non-cancellable term of the underlying ground lease plus all periods, if any, for which failure to renew the

lease imposes an economic penalty to us such that renewal appears, at the inception of the lease, to be

reasonably assured. Certain of our tenant leases require us to exercise available renewal options pursuant to

the underlying ground lease, if the tenant exercises its renewal option. For towers with these types of tenant

leases at the inception of the ground lease, we calculate our straight-line ground rent over the term of the

ground lease, including all renewal options required to fulfill the tenant lease obligation.

Straight-line revenues: We calculate straight-line rental revenues from our tenants based on the fixed

escalation clauses present in non-cancellable lease agreements, excluding those tied to the Consumer Price

Index or other inflation-based indices, and other incentives present in lease agreements with our tenants. We

recognized revenues on a straight-line basis over the fixed, non-cancellable terms of the applicable leases.

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Reconciliations (In millions. Totals may not add due to rounding.)

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RENTAL AND MANAGEMENT SEGMENT REVENUE

2007 4Q13 1Q14 2Q14 3Q14 LTM Q314

Rental and Management Segment Revenue $1,426.0 $923.9 $960.1 $1,005.8 $1,011.1 $3,900.9

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

2007 4Q13 1Q14 2Q14 3Q14 LTM Q314

Net income $56.6 $73.9 $193.3 $221.7 $206.6 $695.5

Income from equity method investments (0.0) 0.0 0.0 0.0 - 0.0

Income tax provis ion 59.8 36.2 17.6 21.8 10.4 86.1

Other expense (20.7) 58.5 3.7 16.5 34.0 112.7

Loss (ga in) on reti rement of long-term obl igations 35.4 0.7 0.2 1.3 (3.0) (0.7)

Interest expense 235.8 139.4 143.3 146.2 143.2 572.1

Interest income (10.8) (4.2) (2.0) (2.3) (3.9) (12.4)

Other operating expenses 9.2 35.9 13.9 12.8 11.2 73.7

Depreciation, amortization and accretion 522.9 244.8 245.8 245.4 249.1 985.1

Stock-based compensation expense 54.6 15.0 24.6 18.8 18.3 76.7

ADJUSTED EBITDA $979.3 $600.1 $640.5 $682.2 $666.0 $2,588.8

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Reconciliations (In millions except percentages and per share amounts. Totals may not add due to rounding.)

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AFFO RECONCILIATION

2007 4Q13 1Q14 2Q14 3Q14 LTM Q314

Adjusted EBITDA $979.3 $600.1 $640.5 $682.2 $666.0 $2,588.8

Stra ight-l ine revenue (69.7) (41.7) (31.2) (33.1) (31.9) (138.0)

Stra ight-l ine expense 26.7 8.4 9.5 7.9 12.4 38.1

Cash interest (227.5) (138.5) (139.9) (143.1) (144.7) (566.1)

Interest Income 10.8 4.2 2.0 2.3 3.9 12.4

Cash paid for income taxes (35.3) (28.5) (19.1) (16.7) (16.6) (80.9)

Dividends Declared on preferred stock - - - (4.4) (7.7) (12.1)

Capita l Improvement Capex (29.2) (20.2) (17.2) (17.2) (15.8) (70.5)

Corporate Capex (12.7) (5.8) (5.2) (3.9) (5.7) (20.6)

AFFO $642.4 $378.2 $439.3 $473.9 $459.8 $1,751.2

Divided by weighted average diluted shares outstanding 426.1 398.6 399.1 399.6 400.4 399.4

AFFO Per Share $1.51 $0.95 $1.10 $1.19 $1.15 $4.38

RETURN ON INVESTED CAPITAL (ROIC) RECONCILIATION

3Q14A

Annual ized Adjusted EBITDA $2,664.0

Annual ized Cash Taxes (66.4)

Annual ized Improvement and corporate capita l expenditures (86.0)

Numerator $2,511.6

Historica l Gross Property and Equipment 11,556.7

Historica l Goodwi l l 4,014.3

Historica l Gross Intangibles 8,654.5

Denominator $24,225.5

Return on Invested Capital 10.4%