Obligation AmerTower 3.375% ( US03027XAK63 ) en USD

AmerTower

99.45 % ▲

Etats-unis

US03027XAK63 ( en USD )

3.375% par an ( paiement semestriel )

14/10/2026

Prospectus brochure de l'obligation American Tower US03027XAK63 en USD 3.375%, échéance 14/10/2026

2 000 USD

1 000 000 000 USD

03027XAK6

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/04/2026 ( Dans 115 jours )

American Tower Corporation est une société de télécommunications sans fil qui possède, exploite et développe des sites d'infrastructure sans fil à travers le monde.

L'obligation américaine American Tower (ISIN : US03027XAK63, CUSIP : 03027XAK6) à 3,375% échéant le 14/10/2026, cotée actuellement à 97,529% du nominal en USD, avec des paiements semestriels, bénéficie d'une notation BBB par Standard & Poor's et Baa3 par Moody's.

424B2
424B2 1 d194209d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee (1)
3.375% Senior Notes due 2026

$1,000,000,000
99.004%

$990,040,000

$99,698

(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

$1,000,000,000

American Tower Corporation
$1,000,000,000 3.375% Senior Notes due 2026

We are offering $1 billion of Senior Notes due 2026 (the "notes"). We will pay cash interest on the notes on April 15 and October 15 of each
year, beginning on October 15, 2016. The notes will mature on October 15, 2026.

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 the applicable redemption prices described under the heading
"Description of Notes--Optional Redemption."

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 I, Item 1A
of our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report").

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

Per note

99.004%

0.650%

98.354%
Total

$990,040,000
$6,500,000
$
983,540,000
(1) Plus accrued interest, if any, from May 13, 2016, 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
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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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 May 13, 2016.

Joint Book-Running Managers
Barclays
BBVA
Mizuho Securities
RBC Capital Markets
TD Securities

Senior Co-Managers
BNP PARIBAS

Citigroup

EA Markets
Goldman, Sachs & Co.

J.P. Morgan
BofA Merrill Lynch

Morgan Stanley
Santander

Scotiabank

Co-Managers
COMMERZBANK

Credit Agricole CIB

Fifth Third Securities
HSBC

SOCIETE GENERALE

SMBC Nikko

The date of this prospectus supplement is May 10, 2016.
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
S-32
Legal Matters
S-36
Experts
S-36
Where You Can Find More Information
S-36
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
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
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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, the
effects of consolidation among companies in our industry and among our tenants and other competitive pressures, the level of future expenditures
by companies in this industry and other trends in this industry, 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, our future operating results, 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 and natural
disasters and similar events. 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
Table of Contents
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
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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 real estate 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 over 143,000 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
and our joint ventures. 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, Nigeria, 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
Table of Contents
THE OFFERING

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$1 billion aggregate principal amount of 3.375% Senior Notes due 2026.

Maturity Date
October 15, 2026.

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Interest Payments
April 15 and October 15 of each year, beginning on October 15, 2016. Interest will accrue
from May 13, 2016.

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 March 31, 2016, after giving
effect to the transactions described under "Capitalization," we would have had
approximately $14.7 billion of senior unsecured indebtedness outstanding. In addition, we
would have had approximately $2.6 billion in aggregate undrawn loan commitments under
our senior unsecured revolving credit facility entered into in June 2013, as amended (the
"2013 Credit Facility"), and our senior unsecured revolving credit facility entered into in
January 2012 and amended and restated in September 2014, as amended (the "2014 Credit
Facility"), net of approximately $10.6 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
March 31, 2016, 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 ($1,800.0 million principal amount due
at maturity, net of $13.1 million unamortized deferred financing fees) backed by the debt

of two special purpose subsidiaries, which is secured primarily by mortgages on those
subsidiaries' interests in 5,186 broadcast and wireless communications towers and the
related tower sites;

· $865.4 million in secured revenue notes ($875.0 million principal amount due at

maturity, net of $9.6 million unamortized deferred financing fees) secured by the issuer's
and its subsidiaries' interests in 3,607 communications sites;

· $52.9 million of South African Rand ("ZAR") denominated secured debt (788.5 million
ZAR) ($53.4 million principal amount due at maturity, net of $0.5 million unamortized

deferred financing fees) under the South African credit facility (the "South African
Facility");

S-2
Table of Contents
· $60.5 million of Colombian Peso ("COP") denominated secured debt (185.0 billion
COP) ($61.2 million principal amount due at maturity, net of $0.7 million unamortized

deferred financing fees) under the Colombian credit facility (the "Colombian Credit
Facility");

· $75.2 million of aggregated U.S. Dollar denominated debt entered into by our majority
owned joint venture in 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);

· $69.9 million of Ghanaian Cedi ("GHS") denominated debt (267.5 million GHS)
entered into by our majority owned joint venture in Ghana (represents the portion of

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

· $201.5 million in secured cellular site revenue notes ($196.0 million principal amount
due at maturity plus $5.5 million of unamortized premium) secured by, among other

things, liens on approximately 1,502 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. (together, "Unison");

· $279.6 million in secured cellular site revenue notes ($270.7 million principal amount
due at maturity plus $8.9 million of unamortized premium) secured by, among other

things, liens on 106 towers and 1,063 property interests and other related assets we
acquired in the acquisition of MIP Tower Holdings LLC ("MIPT"), and assumed by us
in connection with that acquisition;
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· $94.9 million of Brazilian Reais ("BRL") denominated debt (337.7 million BRL)

assumed by us in connection with the acquisition of BR Towers S.A. ("BR Towers");

· $24.0 million of BRL denominated debt (86.3 million BRL) ($24.2 million principal

amount due at maturity, net of $0.2 million unamortized deferred financing fees) under
the Brazil credit facility;

· $787.8 million of Indian Rupee ("INR") denominated debt (50.6 billion INR of debt
assumed and 1.7 billion INR of mandatorily redeemable preference shares classified as

debt) assumed in connection with our acquisition of Viom Networks Limited ("Viom");
and

· approximately $114.3 million of other debt (net of $1.7 million unamortized deferred

financing fees), which consists primarily of capital leases attributable to wholly owned
subsidiaries.

Optional Redemption
We may redeem the notes at any time and from time to time, in whole or in part, at our
election at the applicable redemption prices. If we redeem the notes prior to July 15, 2026
(3 months prior to their

S-3
Table of Contents
maturity date), we will pay a redemption price equal to 100% of the principal amount of
the notes plus a make-whole premium, together with accrued interest to the redemption
date. If we redeem the notes on or after July 15, 2026 (3 months prior to their maturity

date), we will pay a redemption price equal to 100% of the principal amount of the notes
plus accrued interest to the redemption date. See "Description of Notes--Optional
Redemption."

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 2013 Credit
Facility and the 2014 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 $981.5 million, after
deducting discounts and commissions payable to the underwriters and estimated expenses
of this offering payable by us. We intend to use all of the net proceeds to repay existing
indebtedness under the 2013 Credit Facility. See "Use of Proceeds" and "Capitalization."

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
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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 I, Item 1A of the 2015 Annual Report, which is incorporated by reference
herein.

S-4
Table of Contents
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data for the fiscal years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015
and 2014 is derived from historical audited consolidated financial information included in the 2015 Annual Report, which is incorporated herein by
reference. The selected historical consolidated financial data for the fiscal years ended December 31, 2012 and 2011 and as of December 31, 2013,
2012 and 2011 is derived from historical financial information not included or incorporated by reference in this prospectus supplement. The
selected historical consolidated financial data for the three months ended March 31, 2016 and 2015 and as of March 31, 2016 is derived from
historical financial information included in the Form 10-Q for the quarter ended March 31, 2016, 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 of financial condition and
results of operations. Results for the three months ended March 31, 2016 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 I, Item 1A of the 2015
Annual Report, which is incorporated herein by reference. Year-to-year comparisons are significantly affected by our acquisitions, dispositions and
construction of towers.

S-5
Table of Contents
Three Months Ended
Year Ended December 31,
March 31,

2011
2012
2013
2014
2015
2015
2016

(In thousands)

(unaudited)

Statements of Operations Data:

Revenues:

Property

$ 2,386,185
$ 2,803,490
$ 3,287,090
$ 4,006,854
$ 4,680,388
$ 1,062,180
$1,267,651
Services

57,347

72,470

74,317

93,194

91,128

17,010

21,396

Total operating revenues

2,443,532
2,875,960
3,361,407
4,100,048
4,771,516
1,079,190
1,289,047
Operating expenses:

Cost of operations (exclusive of items shown separately
below)

Property (1)

590,272

686,681

828,742
1,056,177
1,275,436

259,257

342,290
Services (2)

30,684

35,798

31,131

38,088

33,432

5,383

9,155
Depreciation, amortization and accretion

555,517

644,276

800,145
1,003,802
1,285,328

263,520

341,634
Selling, general, administrative and development expense
(3)

288,824

327,301

415,545

446,542

497,835

123,290

135,315
Other operating expenses

58,103

62,185

71,539

68,517

66,696

7,774

8,800

Total operating expenses

1,523,400
1,756,241
2,147,102
2,613,126
3,158,727

659,224

837,194

Operating income

920,132
1,119,719
1,214,305
1,486,922
1,612,789

419,966

451,853
Interest income, TV Azteca, net

14,214

14,258

22,235

10,547

11,209

2,596

2,716
Interest income

7,378

7,680

9,706

14,002

16,479

2,964

3,534
Interest expense

(311,854)

(401,665)

(458,296)

(580,234)

(595,949)

(147,934)
(159,880)
Loss on retirement of long-term obligations

--

(398)

(38,701)

(3,473)

(79,606)

(3,725)

--
Other (expense) income (4)

(122,975)

(38,300)

(207,500)

(62,060)

(134,960)

(54,503)

12,208

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

506,895

701,294

541,749

865,704

829,962

219,364

310,431
Income tax provision

(125,080)

(107,304)

(59,541)

(62,505)

(157,955)

(23,872)

(29,124)
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Income on equity method investments

25

35

--

--

--

--

--

Net income

381,840

594,025

482,208

803,199

672,007

195,492

281,307
Net loss (income) attributable to noncontrolling interest

14,622

43,258

69,125

21,711

13,067

(2,175)

(6,148)

Net income attributable to American Tower Corporation
stockholders

396,462

637,283

551,333

824,910

685,074

193,317

275,159
Dividends declared on preferred stock

--

--

--

(23,888)

(90,163)

(9,819)

(26,781)

Net income attributable to American Tower Corporation
common stockholders

$
396,462
$
637,283
$
551,333
$
801,022
$
594,911
$
183,498
$ 248,378

Other Data:

Capital expenditures

$
523,015
$
568,048
$
724,532
$
974,404
$
728,753
$
159,184
$ 159,088
Cash provided by operating activities

1,165,942
1,414,391
1,599,047
2,134,589
2,183,052

509,930

563,512
Cash used for investing activities

(2,790,812)
(2,558,385)
(5,173,337)
(1,949,548)
(7,741,735)
(5,249,419)
(185,516)
Cash provided by (used for) financing activities

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

(134,591)
5,589,101
4,760,127
(366,064)
Sites owned and operated at end of period

45,478

54,604

67,418

75,594

100,615

87,640

101,021

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

March 31,
2011
2012
2013
2014
2015
2016

(In thousands)

(unaudited)
Balance Sheet Data (5):

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

$
372,406
$
437,934
$
446,492
$
473,698
$
462,879
$
477,268
Property and equipment, net

4,981,722
5,765,856
7,177,728
7,590,112
9,866,424
9,917,985
Total assets

12,199,222
14,045,810
20,213,937
21,263,565
26,904,272
27,064,315
Long-term obligation, including current portion

7,193,135
8,709,757
14,408,550
14,540,341
17,119,009
17,022,095
Total American Tower Corporation equity

3,287,220
3,573,101
3,534,165
3,953,560
6,651,679
6,933,249
(1) For the years ended December 31, 2011, 2012, 2013, 2014 and 2015, amount includes approximately $1.1 million, $0.8 million, $1.0 million, $1.4 million and $1.6 million,
respectively, of stock-based compensation expense. For the three months ended March 31, 2015 and 2016, amount includes approximately $0.4 million and $0.5 million,
respectively, in stock-based compensation expense.
(2) For the years ended December 31, 2011, 2012, 2013, 2014 and 2015, amount includes approximately $1.2 million, $1.0 million, $0.6 million, $0.4 million and $0.4 million,
respectively, of stock-based compensation expense. For the three months ended March 31, 2015 and 2016, amount includes approximately $0.1 million and $0.2 million,
respectively, in stock-based compensation expense.
(3) For the years ended December 31, 2011, 2012, 2013, 2014 and 2015, amount includes approximately, $45.1 million, $50.2 million, $66.6 million, $78.3 million and $88.5 million,
respectively, of stock-based compensation expense. For the three months ended March 31, 2015 and 2016, amount includes approximately $29.3 million and $27.4 million,
respectively, in stock-based compensation expense.
(4) For the years ended December 31, 2011, 2012, 2013, 2014 and 2015, amount includes unrealized foreign currency losses of approximately $131.1 million, $34.3 million, $211.7
million, $49.3 million and $71.5 million, respectively. For the three months ended March 31, 2015 and 2016, amount includes unrealized foreign currency (losses) gains of $(55.5)
million and $29.4 million, respectively.
(5) Balances have been revised to reflect purchase accounting measurement period adjustments as well as debt issuance cost adjustments.
(6) As of December 31, 2011, 2012, 2013, 2014, 2015 and March 31, 2016, amount includes approximately $42.2 million, $69.3 million, $152.9 million, $160.2 million, $142.2 million
and $140.9 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,
Three
Months

Ended
March 31,
2011
2012
2013
2014
2015
2016

Ratio of earnings to fixed charges(1)

2.19x 2.32x 1.89x 2.11x 1.99x
2.38x
Ratio of earnings to combined fixed charges and preferred stock dividends(2)

2.19x 2.32x 1.89x 2.05x 1.80x
2.12x
(1) For the purposes of this calculation, "earnings" consists of income from continuing operations before income taxes and income on equity method investments, as well as fixed
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charges (excluding interest capitalized and amortization of interest capitalized). "Fixed charges" consists of interest expensed and capitalized, amortization of debt discounts,
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, 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 I, Item 1A of the 2015 Annual Report, 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 March 31, 2016, after giving effect to the transactions described under "Capitalization,"
we would have had approximately $19.1 billion of consolidated debt and the ability to borrow additional aggregate amounts of approximately
$2.6 billion under the 2013 Credit Facility and the 2014 Credit Facility, net of approximately $10.6 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 the towers securing such debt if an uncured default occurs;

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

· limiting our ability to obtain additional debt or equity financing, thereby increasing our vulnerability to general adverse economic and

industry conditions and 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;

· 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, REIT distributions and preferred stock dividends; and

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

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 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

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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 indebtedness is also
secured. As of March 31, 2016, after giving effect to the transactions described under "Capitalization," our subsidiaries would have had
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approximately $4.4 billion of total debt obligations (excluding intercompany obligations), including:

· $1.8 billion in secured tower revenue securities ($1,800.0 million principal amount due at maturity, net of $13.1 million unamortized

deferred financing fees) backed by the debt of two special purpose subsidiaries, which is secured primarily by mortgages on those
subsidiaries' interests in 5,186 broadcast and wireless communications towers and the related tower sites;

· $865.4 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $9.6 million unamortized deferred

financing fees) secured by the issuer's and its subsidiaries' interests in 3,607 communications sites

· $52.9 million of ZAR denominated secured debt (788.5 million ZAR) ($53.4 million principal amount due at maturity, net of $0.5 million

unamortized deferred financing fees) under the South African Facility;

· $60.5 million of COP denominated secured debt (185.0 billion COP) ($61.2 million principal amount due at maturity, net of $0.7 million

unamortized deferred financing fees) under the Colombian Credit Facility;

· $75.2 million of aggregated U.S. Dollar denominated debt entered into by our majority owned joint venture in 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);

· $69.9 million of GHS denominated debt (267.5 million GHS) entered into by our majority owned joint venture in Ghana (represents the

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

· $201.5 million in secured cellular site revenue notes ($196.0 million principal amount due at maturity plus $5.5 million of unamortized

premium) secured by, among other things, liens on approximately 1,502 real property interests and assumed by us in connection with the
acquisition of certain legal entities from Unison;

· $279.6 million in secured tower cellular site revenue notes ($270.7 million principal amount due at maturity plus $8.9 million of

unamortized premium) secured by, among other things, liens on 106 towers and 1,063 property interests and other related assets we
acquired in the acquisition of MIPT, and assumed by us in connection with that acquisition;

· $94.9 million of BRL denominated debt (337.7 million BRL) assumed by us in connection with the acquisition of BR Towers;

· $24.0 million of BRL denominated debt (86.3 million BRL) ($24.2 million principal amount due at maturity, net of $0.2 million

unamortized deferred financing fees) under the Brazil credit facility;

· $787.8 million of INR denominated debt (50.6 billion INR of debt assumed and 1.7 billion INR of mandatorily redeemable preference

shares classified as debt) assumed in connection with our acquisition of Viom; and

· approximately $114.3 million of other debt (net of $1.7 million unamortized deferred financing fees), 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;

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· your ability to sell your notes; or

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

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.

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