Obligation American Tower Corp 2.25% ( US03027XAL47 ) en USD

American Tower Corp

100.05 % ▲

Etats-unis

US03027XAL47 ( en USD )

2.25% par an ( paiement semestriel )

14/01/2022 - Obligation échue

Prospectus brochure de l'obligation American Tower Corp US03027XAL47 en USD 2.25%, échue

2 000 USD

600 000 000 USD

03027XAL4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAL47, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2022

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAL47, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAL47, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d445337d424b2.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)
2.250% Senior Notes due 2022

$600,000,000

99.858%

$599,148,000

$60,335
3.125% Senior Notes due 2027

$400,000,000

99.933%

$399,732,000

$40,254

(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. 333-211829) filed by the Registrant on June 3, 2016.
Table of Contents
Filed pursuant to Rule 424(B)(2)
Registration No. 333-211829

PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED JUNE 3, 2016
$1,000,000,000
American Tower Corporation
$600,000,000 2.250% Senior Notes due 2022
$400,000,000 3.125% Senior Notes due 2027
We are offering $600.0 million of 2.250% Senior Notes due 2022 (the "2022 notes") and $400.0 million of 3.125% Senior Notes due 2027 (the
"2027 notes" and, collectively with the 2022 notes, the "notes"). We will pay cash interest on the notes on January 15 and July 15 of each year,
beginning on January 15, 2017. The 2022 notes will mature on January 15, 2022, and the 2027 notes will mature on January 15, 2027.
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(2)
Tower Corporation

Per 2022 note

99.858%

0.600%

99.258%
2022 note total

$599,148,000
$3,600,000
$
595,548,000
Per 2027 note

99.933%

0.650%

99.283%
2027 note total

$399,732,000
$2,600,000
$
397,132,000
Total

$998,880,000
$6,200,000
$
992,680,000
(1) Plus accrued interest, if any, from September 30, 2016, if settlement occurs after that date.

https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
(2) Before reimbursement of a portion of our expenses in connection with this offering, which the underwriters have agreed to make to us.
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.
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 September 30, 2016, which is the second business day following the date of this prospectus supplement (this settlement cycle being
referred to as "T+2"). Accordingly, purchasers will be expected to pay for their notes within two business days of the date of this prospectus
supplement.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Credit Agricole CIB
J.P. Morgan
Morgan Stanley
Senior Co-Managers
Barclays

BBVA

BNP PARIBAS
EA Markets

Goldman, Sachs & Co.
Mizuho Securities

RBC Capital Markets

Santander

TD Securities
Co-Managers
COMMERZBANK

Fifth Third Securities

HSBC
Scotiabank

SOCIETE GENERALE

SMBC Nikko
The date of this prospectus supplement is September 28, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page

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
Underwriting
S-31
Legal Matters
S-36
Experts
S-36
Where You Can Find More Information
S-36
Prospectus

Page

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 and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

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
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
Description of Units

24
Legal Ownership

25
Plan of Distribution

26
Material U.S. Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT

28
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock

40
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities

49
Validity of the Securities

54
Experts

54
Where You Can Find More Information

54

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 for U.S.
federal income tax purposes ("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
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
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
from those indicated by our forward-looking statements. We have no duty, and 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 144,000 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
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$600.0 million aggregate principal amount of 2.250% Senior Notes due 2022 and $400.0
million aggregate principal amount of 3.125% Senior Notes due 2027.

Maturity Date
January 15, 2022 in the case of the 2022 notes.

January 15, 2027 in the case of the 2027 notes.

Interest Payments
January 15 and July 15 of each year, beginning on January 15, 2017. Interest will accrue
from September 30, 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 June 30, 2016, after giving
effect to the transactions described under "Capitalization," we would have had
approximately $14.5 billion of senior unsecured indebtedness outstanding. In addition, we
would have had approximately $2.8 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 further 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
June 30, 2016, after giving effect to the transactions described under "Capitalization," our
subsidiaries would have had approximately $4.3 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 $12.5 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;

· $865.8 million in secured revenue notes ($875.0 million principal amount due at

maturity, net of $9.2 million unamortized deferred financing fees) secured by the issuer's
and its subsidiaries' interests in 3,603 communications sites;

· $50.2 million of South African Rand ("ZAR") denominated secured debt (747.0 million
ZAR) ($50.7 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");

· $61.1 million of Colombian Peso ("COP") denominated secured debt (180.0 billion

COP) ($61.7 million principal amount due at maturity,

S-2
Table of Contents
net of $0.6 million unamortized deferred financing fees) under the Colombian credit

facility (the "Colombian Credit Facility");

· $77.5 million of aggregated U.S. Dollar ("USD") 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);

· $76.9 million of Ghanaian Cedi ("GHS") denominated debt (294.4 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);

· $201.1 million in secured cellular site revenue notes ($196.0 million principal amount
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
due at maturity plus $5.1 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");

· $182.2 million in secured cellular site revenue notes ($175.2 million principal amount
due at maturity plus $7.0 million of unamortized premium) secured by, among other

things, liens on 263 towers and 434 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;

· $105.2 million of Brazilian Reais ("BRL") denominated debt (337.6 million BRL)

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

· $31.3 million of BRL denominated debt (101.4 million BRL) ($31.6 million principal

amount due at maturity, net of $0.3 million unamortized deferred financing fees) under
the Brazil credit facility;

· $723.0 million of Indian Rupee ("INR") denominated debt (47.2 billion INR of debt and
1.7 billion INR of mandatorily redeemable preference shares classified as debt) primarily

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

· approximately $127.5 million of other debt (net of $1.8 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 2022 notes prior to their
maturity date or the 2027 notes prior to October 15, 2026 (three months prior to their
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 2027 notes on or after October 15, 2026 (three months prior to their
maturity date), we will

S-3
Table of Contents
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 $990.6 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 term loan entered into in October 2013, as amended (the "Term
Loan"). 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
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
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.

Federal Income Tax Considerations
Investors in either the 2022 notes, the 2027 notes, or both should consider the information
in the accompanying prospectus under "Material U.S. Federal Income Tax Considerations
Relevant to Holders of Our Debt Securities." The information in the prospectus should be
applied separately to each series of notes.

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 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 six months ended June 30, 2016 and 2015 and as of June 30, 2016 is derived from historical
financial information included in the Form 10-Q for the quarter ended June 30, 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 six months ended June 30, 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
Six Months Ended
Year Ended December 31,
June 30,

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
$ 2,216,415
$ 2,693,843
Services

57,347

72,470

74,317

93,194

91,128

37,150

37,431

Total operating revenues

2,443,532
2,875,960
3,361,407
4,100,048
4,771,516
2,253,565
2,731,274
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

573,542

794,861
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
Services (2)

30,684

35,798

31,131

38,088

33,432

13,556

16,295
Depreciation, amortization and accretion

555,517

644,276

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

591,876

739,399
Selling, general, administrative and development expense
(3)

288,824

327,301

415,545

446,542

497,835

239,628

273,549
Other operating expenses

58,103

62,185

71,539

68,517

66,696

25,223

22,511

Total operating expenses

1,523,400
1,756,241
2,147,102
2,613,126
3,158,727
1,443,825
1,846,615

Operating income

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

809,740

884,659
Interest income, TV Azteca, net

14,214

14,258

22,235

10,547

11,209

5,258

5,464
Interest income

7,378

7,680

9,706

14,002

16,479

7,368

10,002
Interest expense

(311,854)

(401,665)

(458,296)

(580,234)

(595,949)

(296,441)

(340,916)
(Loss) gain on retirement of long-term obligations

--

(398)

(38,701)

(3,473)

(79,606)

(78,793)

830
Other expense (4)

(122,975)

(38,300)

(207,500)

(62,060)

(134,960)

(56,632)

(13,634)

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

506,895

701,294

541,749

865,704

829,962

390,500

546,405
Income tax provision

(125,080)

(107,304)

(59,541)

(62,505)

(157,955)

(37,828)

(72,634)
Income on equity method investments

25

35

--

--

--

--

--

Net income

381,840

594,025

482,208

803,199

672,007

352,672

473,771
Net loss (income) attributable to noncontrolling interest

14,622

43,258

69,125

21,711

13,067

(3,299)

(11,062)

Net income attributable to American Tower Corporation
stockholders

396,462

637,283

551,333

824,910

685,074

349,373

462,709
Dividends on preferred stock

--

--

--

(23,888)

(90,163)

(36,601)

(53,563)

Net income attributable to American Tower Corporation common
stockholders

$
396,462
$
637,283
$
551,333
$
801,022
$
594,911
$
312,772
$
409,146

Other Data:

Capital expenditures

$
523,015
$
568,048
$
724,532
$
974,404
$
728,753
$
311,122
$
328,175
Cash provided by operating activities

1,165,942
1,414,391
1,599,047
2,134,589
2,183,052
1,036,460
1,311,316
Cash used for investing activities

(2,790,812)
(2,558,385)
(5,173,337)
(1,949,548)
(7,741,735)
(6,079,440)
(1,543,401)
Cash provided by (used for) financing activities

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

(134,591)
5,589,101
4,990,217

330,259
Sites owned and operated at end of period

45,478

54,604

67,418

75,594

100,615

92,729

144,350

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

June 30,
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
$
553,299
Property and equipment, net

4,981,722
5,765,856
7,177,728
7,590,112
9,866,424
10,575,425
Total assets

12,199,222
14,045,810
20,213,937
21,263,565
26,904,272
30,740,198
Long-term obligation, including current portion

7,193,135
8,709,757
14,408,550
14,540,341
17,119,009
18,717,076
Total American Tower Corporation equity

3,287,220
3,573,101
3,534,165
3,953,560
6,651,679
6,773,515
(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 six months ended June 30, 2015 and 2016, amount includes approximately $0.8 million and $0.9 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 six months ended June 30, 2015 and 2016, amount includes approximately $0.2 million and $0.4 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 six months ended June 30, 2015 and 2016, amount includes approximately $52.8 million and $48.7 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 six months ended June 30, 2015 and 2016, amount includes unrealized foreign currency (losses) gains of $(30.0)
million and $4.8 million, respectively.
(5) Balances as of December 31, 2011, 2012, 2013 and 2014 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 June 30, 2016, amount includes approximately $42.2 million, $69.3 million, $152.9 million, $160.2 million, $142.2 million
and $142.8 million, respectively, of restricted funds pledged as collateral to secure obligations and cash, the use of which is otherwise limited by contractual provisions.

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
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,
2011
2012
2013
2014
2015
2016

Ratio of earnings to fixed charges(1)
2.19x 2.32x 1.89x 2.11x 1.99x 2.13x
Ratio of earnings to combined fixed charges and preferred stock dividends(2)
2.19x 2.32x 1.89x 2.05x 1.80x 1.92x
(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
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) We 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.

S-8
Table of Contents
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 June 30, 2016, after giving effect to the transactions described under "Capitalization,"
we would have had approximately $18.8 billion of consolidated debt and the ability to borrow additional aggregate amounts of approximately $2.8
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
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

424B2
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

S-9
Table of Contents
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 June 30, 2016, after giving effect to the transactions described under "Capitalization," our subsidiaries would have had
approximately $4.3 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 $12.5 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;

· $865.8 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $9.2 million unamortized deferred

financing fees) secured by the issuer's and its subsidiaries' interests in 3,603 communications sites

· $50.2 million of ZAR denominated secured debt (747.0 million ZAR) ($50.7 million principal amount due at maturity, net of $0.5 million

unamortized deferred financing fees) under the South African Facility;

· $61.1 million of COP denominated secured debt (180.0 billion COP) ($61.7 million principal amount due at maturity, net of $0.6 million

unamortized deferred financing fees) under the Colombian Credit Facility;

· $77.5 million of aggregated USD 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);

· $76.9 million of GHS denominated debt (294.4 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);

· $201.1 million in secured cellular site revenue notes ($196.0 million principal amount due at maturity plus $5.1 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;

· $182.2 million in secured tower cellular site revenue notes ($175.2 million principal amount due at maturity plus $7.0 million of

unamortized premium) secured by, among other things, liens on 263 towers and 434 property interests and other related assets we acquired
in the acquisition of MIPT, and assumed by us in connection with that acquisition;

· $105.2 million of BRL denominated debt (337.6 million BRL) assumed by us in connection with the acquisition of BR Towers;

· $31.3 million of BRL denominated debt (101.4 million BRL) ($31.6 million principal amount due at maturity, net of $0.3 million

unamortized deferred financing fees) under the Brazil credit facility;

· $723.0 million of INR denominated debt (47.2 billion INR of debt and 1.7 billion INR of mandatorily redeemable preference shares

classified as debt) primarily assumed by us in connection with our acquisition of Viom; and

· approximately $127.5 million of other debt (net of $1.8 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;

S-10
https://www.sec.gov/Archives/edgar/data/1053507/000119312516725800/d445337d424b2.htm[9/30/2016 9:19:47 AM]

Document Outline

#1">
- #1">