Obligation AmerTower Corp 3.45% ( US03027XAE04 ) en USD

AmerTower Corp

100 % ▼

Etats-unis

US03027XAE04 ( en USD )

3.45% par an ( paiement semestriel )

14/09/2021 - Obligation échue

Prospectus brochure de l'obligation American Tower Corp US03027XAE04 en USD 3.45%, échue

2 000 USD

650 000 000 USD

03027XAE0

N/A

American Tower Corporation est une société de télécommunications sans fil qui possède, exploite et développe des infrastructures de sites de télécommunications, principalement des tours, à travers le monde.

L'Obligation émise par AmerTower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAE04, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2021
L'Obligation émise par AmerTower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAE04, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount
Offering Price
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

to be Registered

Per Unit

Price

Registration Fee (1)
3.450% Senior Notes due 2021

$650,000,000

99.416%

$646,204,000

$83,232

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the Registration Statement on Form
S-3 (File No. 333-188812) filed by the Registrant on May 23, 2013.
Table of Contents
Filed pursuant to Rule 424(B)(2)
Registration No. 333-188812

PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED MAY 23, 2013

$650,000,000

American Tower Corporation

3.450% Senior Notes due 2021

We are offering $650 million of Senior Notes due 2021 (the "notes"). We will pay cash interest on the notes on March 15 and September 15
of each year, beginning on March 15, 2015. The notes will mature on September 15, 2021.

The notes will be general, unsecured obligations of American Tower Corporation and will rank equally in right of payment with all other
senior unsecured debt obligations of American Tower Corporation. The notes will be structurally subordinated to all existing and future
indebtedness and other obligations of our subsidiaries.

We may redeem the notes at any time, in whole or in part, in cash at a redemption price equal to 100% of the principal amount of the notes
plus a make-whole premium, together with accrued interest to the redemption date.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 and those described as risk factors in Part II, Item 1A
of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount
Tower Corporation

Per note

99.416%

0.625%

98.791%
Total

$646,204,000
$4,062,500
$
642,141,500
(1) Plus accrued interest, if any, from August 7, 2014, if settlement occurs after that date.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
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securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System,
against payment on August 7, 2014.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan

Mizuho Securities
Morgan Stanley

Senior Co-Managers

Barclays

BNP PARIBAS

Credit Agricole CIB

EA Markets

Goldman, Sachs & Co.
HSBC

RBC Capital Markets

RBS

Santander

TD Securities

Co-Managers

BBVA

Credit Suisse

SMBC Nikko

SunTrust Robinson Humphrey

The date of this prospectus supplement is August 4, 2014.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

About this Prospectus Supplement
S-ii
Note Regarding Forward-Looking Statements
S-ii
Market and Industry Data
S-iii
Prospectus Supplement Summary
S-1
Selected Historical Consolidated Financial Data
S-5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
S-8
Risk Factors
S-9
Use of Proceeds
S-12
Capitalization
S-13
Description of Notes
S-15
Certain U.S. Federal Income Tax Considerations
S-31
Underwriting (Conflicts of Interest)
S-32
Legal Matters
S-35
Experts
S-35
Where You Can Find More Information
S-35
Prospectus

About This Prospectus

1
Note Regarding Forward-Looking Statements

1
American Tower Corporation

2
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Securities

4
Description of Common Stock

4
Description of Preferred Stock

10
Description of Debt Securities

11
Description of Depositary Shares

22
Description of Warrants

22
Description of Purchase Contracts

23
Description of Units

24
Legal Ownership

25
Plan of Distribution

26
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Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT

28
Certain U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities

43
U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock

48
Validity of the Securities

57
Experts

57
Where You Can Find More Information

57

S-i
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized anyone to give you any other information, and we take
no responsibility for any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this
prospectus supplement or accompanying prospectus is accurate as of any date other than the date of the document containing the
information.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The
second part is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should
read both this prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference and the additional
information described below under the heading "Where You Can Find More Information."

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.

Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this
prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement
contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by
reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain or incorporate by reference statements about future events and
expectations, or forward-looking statements, all of which are inherently uncertain. We have based those forward-looking statements on our current
expectations and projections about future results. When we use words such as "anticipate," "intend," "plan," "forecast," "project," "believe,"
"estimate," "expect," "should," "would," "could," "may" or similar expressions, we do so to identify forward-looking statements. Examples of
forward-looking statements include statements we make regarding future prospects of growth in the communications site leasing industry, our
future operating results, the level of future expenditures by companies in this industry and other trends in this industry, the effects of consolidation
among companies in our industry and among our tenants and other competitive pressures, changes in zoning, tax and other laws and regulations,
our substantial leverage and debt service obligations, our ability to maintain or increase our market share, economic, political and other events,
particularly those relating to our international operations, our ability to remain qualified for taxation as a real estate investment trust ("REIT"), our
plans to fund our future liquidity needs, the amount and timing of any future distributions including those we are required to make as a REIT, our
future financing transactions, our ability to protect our rights to the land under our towers, our future capital expenditure levels, natural disasters
and similar events and our future purchases under our stock repurchase program. These statements are based on our management's beliefs and
assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate. See "Risk Factors." These
forward-looking statements may be found in this prospectus supplement and the accompanying prospectus generally as well as the documents
incorporated by reference.

You should keep in mind that any forward-looking statement we make in this prospectus supplement, the accompanying prospectus, the
documents incorporated by reference or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to
time, and it is impossible for us to predict these

S-ii
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events or how they may affect us. In any event, these and other important factors, including those set forth under the caption "Risk Factors" in this
prospectus supplement, in the accompanying prospectus and the documents incorporated by reference, may cause actual results to differ materially
from those indicated by our forward-looking statements. We do not intend to update or revise the forward-looking statements we make in this
prospectus supplement, the accompanying prospectus, the documents incorporated by reference or elsewhere, except as may be required by law. In
light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement
we make in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference or elsewhere might not occur.

MARKET AND INDUSTRY DATA

This prospectus supplement and the accompanying prospectus contain or incorporate by reference estimates regarding market data, which are
based on our internal estimates, independent industry publications, reports by market research firms and/or other published independent sources. In
each case, we believe these estimates are reasonable. However, market data is subject to change and cannot always be verified with complete
certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and
uncertainties inherent in any statistical survey of market data. As a result, you should be aware that market data set forth in this prospectus
supplement, accompanying prospectus or incorporated by reference, and estimates and beliefs based on such data, may not be reliable.

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY

This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement, the
accompanying prospectus and those documents incorporated by reference into the prospectus supplement and the accompanying prospectus,
including the risk factors and the financial statements and related notes, before making an investment decision. Unless otherwise indicated or the
context otherwise requires, references to "we," "us," "our" and "American Tower" are references to American Tower Corporation and its
predecessor, as applicable, and its consolidated subsidiaries, in each case, as the context requires. References herein to our "common stock"
refer to our common stock and the Class A common stock of our predecessor, as applicable.

American Tower Corporation

American Tower Corporation was created as a subsidiary of American Radio Systems Corporation in 1995 to own, manage, develop and
lease communications and broadcast tower sites, and was spun off into a free-standing public company in 1998. Since inception, we have grown
our communications site portfolio through acquisitions, long-term lease arrangements, development and construction, and through mergers with,
and acquisitions of, other tower operators, increasing the size of our portfolio to approximately 69,000 communications sites.

To effect the conversion to a REIT for federal income tax purposes, effective December 31, 2011, American Tower Corporation merged with
and into its wholly owned subsidiary, American Tower REIT, Inc. American Tower REIT, Inc., the surviving corporation, was renamed American
Tower Corporation and, since January 1, 2012, has qualified as a REIT for federal income tax purposes.

American Tower Corporation is a holding company, and we conduct our operations through our directly and indirectly owned subsidiaries.
Our principal domestic operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC. We conduct our international
operations primarily through our subsidiary, American Tower International, Inc., which in turn conducts operations through its various
international operating subsidiaries and joint ventures. Our international operations consist primarily of our operations in Brazil, Chile, Colombia,
Costa Rica, Germany, Ghana, India, Mexico, Panama, Peru, South Africa and Uganda.

Our principal executive office is located at 116 Huntington Avenue, Boston, Massachusetts 02116. Our main telephone number at that
address is (617) 375-7500.

S-1
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THE OFFERING

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$650 million aggregate principal amount of 3.450% Senior Notes due 2021.
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Maturity Date
September 15, 2021.

Interest Payments
March 15 and September 15 of each year, beginning on March 15, 2015. Interest will
accrue from August 7, 2014.

Ranking
The notes will be general, unsecured obligations and will rank equally in right of payment
with all of our other senior unsecured debt obligations. As of June 30, 2014, after giving
effect to the transactions described under "Capitalization," we would have had
approximately $9.7 billion of senior unsecured indebtedness outstanding. In addition, we
would have had approximately $3.7 billion in aggregate undrawn loan commitments under
our $1.0 billion senior unsecured revolving credit facility entered into in January 2012 (the
"2012 Credit Facility"), our $2.0 billion senior unsecured revolving credit facility entered
into in June 2013 (the "2013 Credit Facility") and our $1.0 billion senior unsecured
revolving credit facility entered into in September 2013 (the "Short-Term Credit Facility"),
net of approximately $10.7 million of outstanding undrawn letters of credit.

The notes will be structurally subordinated to all existing and future indebtedness and
other obligations of our subsidiaries. Our subsidiaries are not guarantors of the notes. As of
June 30, 2014, after giving effect to the transactions described under "Capitalization," our
subsidiaries would have had approximately $4.4 billion of total debt obligations (excluding
intercompany obligations), including:

· $1.8 billion in secured tower revenue securities backed by the debt of two special
purpose subsidiaries, which is secured primarily by mortgages on those subsidiaries'

interests in 5,195 broadcast and wireless communications towers and the related tower
sites;

· $84.9 million of subsidiary South African Rand ("ZAR") denominated secured debt

(902.6 million ZAR);

· $57.4 million of subsidiary Colombian Peso ("COP") denominated debt (108.0 billion

COP);

· $71.4 million of COP denominated secured debt (134.3 billion COP) under the

Colombian long-term credit facility;

· $227.3 million of aggregated U.S. Dollar denominated debt entered into by our majority
owned joint ventures in Ghana and Uganda (represents the portion of the debt reported

as our outstanding debt, after elimination in consolidation of the portion of the debt
loaned by our wholly owned subsidiaries);

S-2
Table of Contents
· $204.6 million in secured cellular site revenue notes ($196.0 million principal amount
due at maturity plus $8.6 million of unamortized premium) secured by, among other

things, liens on approximately 1,470 real property interests and assumed by us in
connection with the acquisition of certain legal entities from Unison Holdings, LLC and
Unison Site Management II, L.L.C.;

· $298.6 million of subsidiary Mexican Peso ("MXN") denominated debt (3.9 billion

MXN);

· $1.53 billion in secured tower revenue notes ($1.49 billion principal amount due at
maturity plus $38.0 million of unamortized premium) secured by, among other things,

liens on real property interests that, in the aggregate, represent substantially all of the
domestic communications sites we acquired in the acquisition of MIP Tower Holdings
LLC ("MIPT"), and assumed by us in connection with that acquisition; and

· approximately $82.2 million of other debt, which consists primarily of capital leases

attributable to wholly owned subsidiaries.

Optional Redemption
We may redeem the notes at any time, in whole or in part, in cash, at a redemption price
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equal to 100% of the principal amount of the notes plus a make-whole premium, together
with accrued interest to the redemption date.

Change of Control Offer
Following a Change of Control and Ratings Decline (each as defined herein), we will be
required to offer to purchase all of the notes at a purchase price equal to 101% of the
aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if
any, up to but not including the date of repurchase. See "Description of Notes--
Repurchase of Notes Upon a Change of Control Triggering Event." The 2012 Credit
Facility, the 2013 Credit Facility and the Short-Term Credit Facility might restrict our
ability to make such a payment.

Certain Covenants
The provisions of the indenture governing the notes will, among other things, limit our
ability to:

· create liens; and

· merge, consolidate or sell assets.

These covenants are subject to a number of important exceptions.

Use of Proceeds
We expect that the net proceeds of this offering will be approximately $641.1 million, after
deducting discounts and commissions payable to the underwriters and estimated expenses
of this offering payable by us. We intend to use the net proceeds to repay existing
indebtedness under the 2013 Credit Facility. See "Use of Proceeds" and "Capitalization."

S-3
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No Prior Market
We do not intend to list the notes on any securities exchange or any automated dealer
quotation system. Although the underwriters have informed us that they presently intend to
make a market in the notes, they are not obligated to do so and may discontinue market-
making at any time at their sole discretion without notice. Accordingly, we cannot assure
you that a liquid market for the notes will develop or be maintained.

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000
thereafter.

Trustee
U.S. Bank National Association.

Risk Factors
Before investing in the notes, you should carefully consider all of the information in this
prospectus supplement and the accompanying prospectus and incorporated by reference
herein or therein, including the discussions under "Risk Factors" beginning on page S-9
and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June
30, 2014, which is incorporated by reference herein.

Conflicts of Interest
As described in "Use of Proceeds," the net proceeds of this offering may be used to repay
amounts outstanding under the 2013 Credit Facility. Affiliates of Citigroup Global Markets
Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., BNP
Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Goldman, Sachs & Co.,
HSBC Securities (USA) Inc., RBC Capital Markets, LLC, RBS Securities Inc., Santander
Investment Securities Inc., TD Securities (USA) LLC, BBVA Securities Inc. and SMBC
Nikko Securities America, Inc. are lenders under the 2013 Credit Facility and some of them
may receive 5% or more of the proceeds from this offering. Because of the manner in
which the net proceeds will be used, this offering will be conducted in accordance with
FINRA Rule 5121. In accordance with FINRA Rule 5121, the appointment of a "qualified
independent underwriter" is not necessary in connection with this offering. Accordingly,
this offering is being made in compliance with the requirements of FINRA Rule 5121.

S-4
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Table of Contents
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data for the fiscal years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013
and 2012 is derived from historical audited consolidated financial information included in our Annual Report on Form 10-K for the year ended
December 31, 2013 (the "2013 Annual Report"), which is incorporated herein by reference. The selected historical consolidated financial data for
the fiscal years ended December 31, 2010 and 2009 and as of December 31, 2011, 2010 and 2009 is derived from historical financial information
not included or incorporated by reference in this prospectus supplement. The selected historical consolidated financial data for the six months
ended June 30, 2014 and 2013 and as of June 30, 2014 is derived from historical financial information included in our Quarterly Report on Form
10-Q for the quarter ended June 30, 2014, which is incorporated herein by reference. Our unaudited financial statements have been prepared on the
same basis as our audited financial information, and in management's opinion, the unaudited information described above includes only normal
recurring adjustments necessary for a fair presentation. Results for the six months ended June 30, 2014 are not necessarily indicative of results for
the full year or any future period.

You should read the selected historical consolidated financial data in conjunction with our "Management's Discussion and Analysis of
Financial Condition and Results of Operations," our consolidated financial statements and related notes, which are incorporated by reference in this
prospectus supplement, and the information set forth under the heading "Risk Factors" beginning on page S-9 and in Part II, Item 1A of our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, which is incorporated by reference herein. Year-to-year comparisons are
significantly affected by our acquisitions, dispositions and construction of towers.

S-5
Table of Contents
Six Months Ended
Year Ended December 31,
June 30

2009
2010
2011
2012
2013
2013
2014

(in thousands)

(unaudited)

Statements of Operations Data:

Revenues:

Rental and management

$1,668,420
$ 1,936,373
$
2,386,185
$ 2,803,490
$ 3,287,090
$1,566,632
$1,965,881
Network development services

55,694

48,962

57,347

72,470

74,317

44,926

49,665

Total operating revenues

1,724,114
1,985,335

2,443,532
2,875,960
3,361,407
1,611,558
2,015,546
Operating expenses:

Cost of operations (exclusive of items shown separately
below)

Rental and management(1)

383,990

447,629

590,272

686,681

828,742

389,512

514,019
Network development services(2)

32,385

26,957

30,684

35,798

31,131

17,963

19,025
Depreciation, amortization and accretion

414,619

460,726

555,517

644,276

800,145

370,412

491,190
Selling, general, administrative and development
expense(3)

201,694

229,769

288,824

327,301

415,545

200,956

208,528
Other operating expenses

19,168

35,876

58,103

62,185

71,539

20,217

26,648

Total operating expenses

1,051,856
1,200,957

1,523,400
1,756,241
2,147,102

999,060
1,259,410

Operating income

672,258

784,378

920,132
1,119,719
1,214,305

612,498

756,136
Interest income, TV Azteca, net

14,210

14,212

14,214

14,258

22,235

7,129

5,257
Interest income

1,722

5,024

7,378

7,680

9,706

3,126

4,299
Interest expense

(249,803)

(246,018)

(311,854)

(401,665)

(458,296)
(212,581)
(289,541)
Loss on retirement of long-term obligations

(18,194)

(1,886)

--

(398)

(38,701)

(37,967)

(1,522)
Other income (expense)(4)

1,294

315

(122,975)

(38,300)

(207,500)
(119,369)

(20,206)

Income from continuing operations before income taxes
and income on equity method investments

421,487

556,025

506,895

701,294

541,749

252,836

454,423
Income tax provision

(182,565)

(182,489)

(125,080)

(107,304)

(59,541)

(7,775)

(39,451)
Income on equity method investments

26

40

25

35

--

--

--

Income from continuing operations

238,948

373,576

381,840

594,025

482,208

245,061

414,972
Income from discontinued operations, net

8,179

30

--

--

--

--

--

Net income

247,127

373,606

381,840

594,025

482,208

245,061

414,972
Net (income) loss attributable to noncontrolling interest

(532)

(670)

14,622

43,258

69,125

26,167

21,958

Net income attributable to American Tower Corporation
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stockholders

246,595

372,936

396,462

637,283

551,333

271,228

436,930
Dividends declared on preferred stock

--

--

--

--

--

--

(4,375)

Net income attributable to American Tower Corporation
common stockholders

$ 246,595
$
372,936
$
396,462
$
637,283
$
551,333
$ 271,228
$ 432,555

Other Data:

Capital expenditures

$ 250,262
$
346,664
$
523,015
$
568,048
$
724,532
$ 280,605
$ 466,247
Cash provided by operating activities

842,126
1,020,977

1,165,942
1,414,391
1,599,047

784,521
1,072,382
Cash used for investing activities

(543,066)
(1,300,902)

(2,790,812)
(2,558,385)
(5,173,337)
(601,774)
(836,805)
Cash (used for) provided by financing activities

(194,942)

910,330

1,086,095
1,170,366
3,525,565

(94,860)
(249,232)
Sites owned and operated at end of period

27,256

35,074

45,478

54,604

67,418

56,506

69,200

S-6
Table of Contents
As of
Year Ended December 31,
June 30,

2009
2010
2011
2012
2013
2014

(in thousands)

(unaudited)
Balance Sheet Data(5):

Cash and cash equivalents (including restricted cash)(6)

$ 295,129
$
959,935
$
372,406
$
437,934
$
446,492
$
441,951
Property and equipment, net

3,169,623
3,683,474

4,981,722
5,765,856
7,189,465
7,589,815
Total assets

8,519,931
10,370,084

12,242,395
14,089,429
20,245,277
20,847,737
Long-term obligation, including current portion

4,211,581
5,587,388

7,236,308
8,753,376
14,478,278
13,975,463
Total American Tower Corporation equity

3,315,082
3,501,444

3,287,220
3,573,101
3,534,165
4,406,494
(1) For the years ended December 31, 2009 and 2010, there was no stock-based compensation expense included. For the years ended December 31, 2011, 2012 and 2013 amount
includes $1.1 million, $0.8 million and $1.0 million, respectively, in stock-based compensation expense. For the six months ended June 30, 2013 and 2014, amount includes
approximately $0.5 million and $0.7 million, respectively, in stock-based compensation expense.
(2) For the years ended December 31, 2009 and 2010, there was no stock-based compensation expense included. For the years ended December 31, 2011, 2012 and 2013, amount
includes approximately $1.2 million, $1.0 million and $0.6 million, respectively, in stock-based compensation expense. For the six months ended June 30, 2013 and 2014, amount
includes approximately $0.3 million and $0.2 million, respectively, in stock-based compensation expense.
(3) For the years ended December 31, 2009, 2010, 2011, 2012 and 2013, amount includes approximately $60.7 million, $52.6 million, $45.1 million, $50.2 million and $66.6 million,
respectively, in stock-based compensation expense. For the six months ended June 30, 2013 and 2014, amount includes approximately $37.3 million and $42.5 million, respectively,
in stock-based compensation expense.
(4) For the years ended December 31, 2009, 2010, 2011, 2012 and 2013, amount includes unrealized foreign currency (losses) gains of $(0.5) million, $4.8 million, $(131.1) million,
$(34.3) million and $(211.7) million, respectively. For the six months ended June 30, 2013 and 2014, amount includes unrealized foreign currency losses of $(120.8) million and
$(25.6) million, respectively.
(5) Balances have been revised to reflect purchase accounting measurement period adjustments.
(6) As of December 31, 2009, 2010, 2011, 2012, 2013 and June 30, 2014, amount includes approximately $47.8 million, $76.0 million, $42.2 million, $69.3 million, $152.9 million and
$159.0 million, respectively, of restricted funds pledged as collateral to secure obligations and cash, the use of which is otherwise limited by contractual provisions.

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RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table reflects the computation of the ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and
preferred stock dividends for the periods presented (in thousands):

Year Ended December 31,
Six
Months

Ended
June 30,
2009
2010
2011
2012
2013
2014

Ratio of earnings to fixed charges(1)

2.27x 2.65x 2.19x 2.32x 1.89x
2.17x
Ratio of earnings to combined fixed charges and preferred stock dividends(2)

2.27x 2.65x 2.19x 2.32x 1.89x
2.15x
(1) For the purposes of this calculation, "earnings" consists of income from continuing operations before income taxes, income on equity method investments, fixed charges (excluding
interest capitalized and amortization of interest capitalized). "Fixed charges" consists of interest expensed and capitalized, amortization of debt discounts and premiums and related
issuance costs and the component of rental expense associated with operating leases believed by management to be representative of the interest factor thereon.
(2) The Company had no preferred stock outstanding for the years ended December 31, 2009, 2010, 2011, 2012 and 2013; therefore, the ratio of earnings to combined fixed charges
and preferred stock dividends is the same as the ratio of earnings to fixed charges.

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RISK FACTORS

You should carefully consider the following risk factors, in addition to the other information presented and incorporated by reference in this
prospectus supplement and the accompanying prospectus, in evaluating us, our business and an investment in the notes. A description of the risks
related to our business is included in the "Risk Factors" section in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2014, which is incorporated by reference herein. The risks and uncertainties described below and incorporated by reference are not the
only ones we face. Additional risks and uncertainties that we do not currently know about, or that we currently believe are immaterial, may also
adversely impact our business. Events relating to any of the following risks as well as other risks and uncertainties could seriously harm our
business, financial condition and results of operations. In such a case, the trading value of the notes could decline, or we may be unable to meet
our obligations under the notes, which in turn could cause you to lose all or part of your investment.

Risks related to this offering
Our leverage and debt service obligations may materially and adversely affect us.

We have a substantial amount of indebtedness. As of June 30, 2014, after giving effect to the transactions described under "Capitalization,"
we would have had approximately $14.1 billion of consolidated debt and the ability to borrow additional aggregate amounts of approximately
$3.7 billion under the 2012 Credit Facility, the 2013 Credit Facility and the Short-Term Credit Facility, net of approximately $10.7 million of
outstanding undrawn letters of credit. Our substantial level of indebtedness increases the possibility that we may be unable to generate cash
sufficient to pay when due the principal of, interest on, or other amounts due with respect to, our indebtedness. We are also permitted, subject to
certain restrictions under our existing indebtedness, to obtain additional long-term debt and working capital lines of credit to meet future financing
needs. This would effectively increase our total leverage. Furthermore, the indenture relating to the notes does not prohibit us from incurring
additional indebtedness. Our leverage could have significant negative consequences on our financial condition and results of operations, including:

· 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 towers subject to our securitization transactions if an uncured default occurs;

· increasing our vulnerability to general adverse economic and industry conditions;

· limiting our ability to obtain additional debt or equity financing;

· increasing our borrowing costs if our current investment grade debt ratings decline;

· 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 or REIT distributions;

· requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations;

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

· limiting our ability to repurchase our common stock or make distributions to our stockholders; and

· placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital

resources.

Our holding company structure results in structural subordination of the notes and may affect our ability to make payments on the notes.

The notes will be obligations exclusively of American Tower Corporation and not of our subsidiaries. However, all of our operations are
conducted through our subsidiaries. Our cash flow and our ability to service our debt, including the notes, is dependent upon distributions of
earnings, loans or other payments by our

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subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the notes or to provide
us with funds for our payment obligations, whether by dividends, distributions, loans or other consideration. Payments to us by our subsidiaries are
contingent upon our subsidiaries' earnings and cash flows. Moreover, our subsidiaries may incur indebtedness that may restrict or prohibit the
making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. The notes are structurally subordinated to all
existing, and will be structurally subordinated to all future, indebtedness and other obligations issued by our subsidiaries. Certain of our subsidiary
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indebtedness is also secured. As of June 30, 2014, after giving effect to the transactions described under "Capitalization," our subsidiaries would
have had approximately $4.4 billion of total debt obligations (excluding intercompany obligations), including:

· $1.8 billion in secured tower revenue securities backed by the debt of two special purpose subsidiaries, which is secured primarily by

mortgages on those subsidiaries' interests in 5,195 broadcast and wireless communications towers and the related tower sites;

· $84.9 million of subsidiary ZAR denominated secured debt (902.6 million ZAR) that was used to partially finance the purchase of towers

in South Africa;

· $57.4 million of subsidiary COP denominated debt (108.0 billion COP) that was used to finance the purchase of towers in Colombia;

· $71.4 million of COP denominated secured debt (134.3 billion COP) under the Colombian long-term credit facility;

· $227.3 million of aggregated U.S. Dollar denominated debt entered into by our majority owned joint ventures in Ghana and Uganda

(represents the portion of the debt reported as our outstanding debt, after elimination in consolidation of the portion of the debt loaned by
our wholly owned subsidiaries);

· $204.6 million in secured cellular site revenue notes ($196.0 million principal amount due at maturity plus $8.6 million of unamortized

premium) secured by, among other things, liens on approximately 1,470 real property interests and assumed by us in connection with the
acquisition of certain legal entities from Unison Holdings, LLC and Unison Site Management II, L.L.C.;

· $298.6 million of subsidiary MXN denominated debt (3.9 billion MXN);

· $1.53 billion in secured tower revenue notes ($1.49 billion principal amount due at maturity plus $38.0 million of unamortized premium)

secured by, among other things, liens on real property interests that, in the aggregate, represent substantially all of the domestic
communications sites we acquired in the acquisition of MIPT, and assumed by us in connection with that acquisition; and

· approximately $82.2 million of other debt, which consists primarily of capital leases attributable to wholly owned subsidiaries.

In the event of our insolvency, liquidation or reorganization, or should any of the indebtedness of our subsidiaries be accelerated because of a
default, the holders of those debt obligations would have a claim to the proceeds from any liquidation of, or distribution from, certain of our
subsidiaries prior to a claim by holders of the notes.

There may be no public market for the notes offered hereby.

Prior to the sale of the notes offered by this prospectus supplement, there has been no public market for the notes and we cannot assure you as
to:

· the liquidity of any market that may develop;

· your ability to sell your notes; or

· the price at which you would be able to sell your notes.

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If a market were to exist for the notes, the notes could trade at prices that are lower than the principal amount of your purchase price,
depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance. We do not intend to
apply for listing of the notes on any securities exchange or any automated dealer quotation system.

The underwriters have advised us that they presently intend to make a market in the notes. The underwriters are not obligated, however, to
make a market in the notes, and may discontinue any such market-making at any time at their sole discretion. In addition, any market-making
activity will be subject to the limits imposed by securities laws. Accordingly, we cannot assure you as to the development or liquidity of any
market for the notes.

We may be unable to repay the notes when due or repurchase the notes when we are required to do so and holders may be unable to
require us to repurchase their notes in certain circumstances.

At final maturity of the notes or in the event of acceleration of the notes following an event of default, the entire outstanding principal amount
of the notes will become due and payable. Upon the occurrence of a Change of Control Triggering Event (as described in this prospectus
supplement), we will be required to offer to repurchase in cash all outstanding notes at a redemption price equal to 101% of the principal amount
of the notes plus accrued and unpaid interest, if any, up to, but not including, the repurchase date. If we were unable to make the required payments
or repurchases of the notes, it would constitute an event of default under the notes and, as a result, under the 2012 Credit Facility, the 2013 Credit
Facility, the Short-Term Credit Facility and other outstanding indebtedness. The indentures for our other outstanding indebtedness also provide for
repurchase rights upon a change of control and, in some cases, other fundamental changes under different terms. As a result, holders of our other
indebtedness may have the ability to require us to repurchase their debt securities before the holders of the notes would have such repurchase
rights. It is possible that we will not have sufficient funds at maturity, upon acceleration or at the time of the Change of Control Triggering Event or
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