Obligation American Tower Corp 3.6% ( US03027XAR17 ) en USD

American Tower Corp

95.02 % ▼

Etats-unis

US03027XAR17 ( en USD )

3.6% par an ( paiement semestriel )

14/01/2028

Prospectus brochure de l'obligation American Tower Corp US03027XAR17 en USD 3.6%, échéance 14/01/2028

2 000 USD

700 000 000 USD

03027XAR1

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2024 ( Dans 58 jours )

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAR17, paye un coupon de 3.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2028

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAR17, 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 US03027XAR17, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d474814d424b2.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)
3.000% Senior Notes due 2023

$700,000,000

99.742%

$698,194,000

$86,694
3.600% Senior Notes due 2028

$700,000,000

99.476%

$696,332,000

$86,926

(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
$1,400,000,000

American Tower Corporation
$700,000,000 3.000% Senior Notes due 2023
$700,000,000 3.600% Senior Notes due 2028
We are offering $700.0 million of 3.000% Senior Notes due 2023 (the "2023 notes") and $700.0 million of 3.600% Senior Notes due 2028 (the
"2028 notes" and, collectively with the 2023 notes, the "notes"). We will pay cash interest on the 2023 notes on June 15 and December 15 of each
year, beginning on June 15, 2018. We will pay cash interest on the 2028 notes on January 15 and July 15 of each year, beginning on July 15, 2018.
The 2023 notes will mature on June 15, 2023 and the 2028 notes will mature on January 15, 2028.
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, 2016 (the "2016 Annual Report").
Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount(2)
Tower Corporation

Per 2023 note

99.742%

0.600%

99.142%
2023 note total

$ 698,194,000
$4,200,000
$
693,994,000
Per 2028 note

99.476%

0.650%

98.826%
2028 note total

$ 696,332,000
$4,550,000
$
691,782,000
Total

$1,394,526,000
$8,750,000
$
1,385,776,000
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
(1) Plus accrued interest, if any, from December 8, 2017, if settlement occurs after that date.
(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 December 8, 2017, which is the third business day following the date of this prospectus supplement (this settlement cycle being
referred to as "T+3"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary
market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the notes on the date of this prospectus supplement will be required, by virtue of the fact that the notes initially will settle in T+3, to
specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

J.P. Morgan

Morgan Stanley
Scotiabank
Senior Co-Managers
Barclays

BBVA

EA Markets

Goldman Sachs & Co. LLC

HSBC
Mizuho Securities

RBC Capital Markets

Santander

SMBC Nikko
TD Securities
Co-Managers
COMMERZBANK

Fifth Third Securities

SOCIETE GENERALE
The date of this prospectus supplement is December 5, 2017.
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
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
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
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 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, economic, political and other events,
particularly those relating to our international operations, our future capital expenditure levels, our plans to fund our future liquidity needs, our
substantial leverage and debt service obligations, our future financing transactions, our ability to maintain or increase our market share, our future
operating results, our ability to remain qualified for taxation as a real estate investment trust for U.S. federal income tax purposes ("REIT"), the
amount and timing of any future distributions including those we are required to make as a REIT, our ability to protect our rights to the land under
our towers 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

https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
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
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 global portfolio to approximately 149,000
communications sites.

American Tower Corporation operates as a REIT for U.S. 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 Argentina, Brazil, Chile, Colombia, Costa Rica, France, Germany, Ghana, India, Mexico, Nigeria, Paraguay,
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
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
Table of Contents
The Offering

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$700.0 million aggregate principal amount of 3.000% Senior Notes due 2023 and $700.0
million aggregate principal amount of 3.600% Senior Notes due 2028.

Maturity Date
June 15, 2023 in the case of the 2023 notes.

January 15, 2028 in the case of the 2028 notes.

Interest Payments
June 15 and December 15 of each year, beginning on June 15, 2018, in the case of the
2023 notes. January 15 and July 15 of each year, beginning on July 15, 2018, in the case
of the 2028 notes. Interest will accrue from December 8, 2017.

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 September 30,
2017, after giving effect to the transactions described under "Capitalization," we would
have had approximately $16.6 billion of senior unsecured indebtedness outstanding. In
addition, we would have had approximately $2.0 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
$11.0 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 September 30, 2017, after giving effect to the transactions described under
"Capitalization," our subsidiaries would have had approximately $3.7 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 $9.0 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 5,179 broadcast and wireless communications
towers and the related tower sites;

· $867.7 million in secured revenue notes ($875.0 million principal amount due at

maturity, net of $7.3 million unamortized deferred financing fees) secured by the
issuer's and its subsidiaries' interests in 3,584 communications sites;

· $69.2 million of South African Rand ("ZAR") denominated secured debt (938.2

million ZAR) ($69.8 million principal amount due at

S-2
Table of Contents
maturity, net of $0.6 million unamortized deferred financing fees) under the South

African credit facility (the "South African Facility");

· $49.8 million of Colombian Peso ("COP") denominated secured debt (146.1 billion
COP) ($50.2 million principal amount due at maturity, net of $0.4 million

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

· $34.5 million of Ugandan Shilling ("UGX") denominated debt (124.1 billion UGX)
entered into by our majority owned joint venture in Uganda (represents the portion of

https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
the debt reported as our outstanding debt, after elimination in consolidation of the
portion of the debt loaned by our wholly owned subsidiaries);

· $68.3 million of Ghanaian Cedi ("GHS") denominated debt (300.9 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);

· $98.6 million of Brazilian Reais ("BRL") denominated debt (312.5 million BRL)

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

· $40.7 million of BRL denominated debt (129.1 million BRL) ($41.4 million principal

amount due at maturity, net of $0.7 million unamortized deferred financing fees)
under the Brazil credit facility (the "Brazil Credit Facility");

· $554.3 million of Indian Rupee ("INR") denominated debt (34.5 billion INR of debt

and 1.7 billion INR value of mandatorily redeemable preference shares classified as
debt), which primarily consists of secured debt; and

· approximately $146.6 million of other debt (net of $1.7 million unamortized deferred

financing fees), which primarily consists 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 2023 notes prior to their
maturity date or the 2028 notes prior to October 15, 2027 (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 2028 notes on or after October 15, 2027 (three months prior to
their maturity date), we will pay a redemption price equal to 100% of the principal
amount of the notes to be redeemed 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

S-3
Table of Contents
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 $1,382.9 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, including under the 2013 Credit Facility and the 2014 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
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
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.

U.S. Federal Income Tax Considerations
Investors in either the 2023 notes, the 2028 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 2016 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, 2016, 2015 and 2014 and as of December 31,
2016 and 2015 is derived from historical audited consolidated financial information included in the 2016 Annual Report, which is incorporated
herein by reference. The selected historical consolidated financial data for the fiscal years ended December 31, 2013 and 2012 and as of
December 31, 2014, 2013 and 2012 is derived from historical financial information not included or incorporated by reference in this
prospectus supplement. The selected historical consolidated financial data for the nine months ended September 30, 2017 and 2016 and as of
September 30, 2017 is derived from historical financial information included in the Form 10-Q for the quarter ended September 30, 2017,
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 nine months ended September 30, 2017 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 2016 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
Nine Months Ended
Year Ended December 31,
September 30,

2012
2013
2014
2015
2016
2016
2017

(In thousands, except site data)

(unaudited)

Statements of Operations Data:

Revenues:

Property
$ 2,803,490
$ 3,287,090
$ 4,006,854
$ 4,680,388
$ 5,713,126
$ 4,191,779
$ 4,887,588
Services

72,470

74,317

93,194

91,128

72,542

54,340

71,850

Total operating revenues
2,875,960
3,361,407
4,100,048
4,771,516
5,785,668
4,246,119
4,959,438
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2
Operating expenses:

Cost of operations (exclusive of items shown
separately below)

Property (1)

686,681

828,742
1,056,177
1,275,436
1,762,694
1,280,386
1,504,552
Services (2)

35,798

31,131

38,088

33,432

27,695

22,007

25,098
Depreciation, amortization and accretion

644,276

800,145
1,003,802
1,285,328
1,525,635
1,137,398
1,249,849
Selling, general, administrative and development
expense (3)

327,301

415,545

446,542

497,835

543,395

405,086

465,905
Other operating expenses

62,185

71,539

68,517

66,696

73,220

37,509

44,595

Total operating expenses
1,756,241
2,147,102
2,613,126
3,158,727
3,932,639
2,882,386
3,289,999

Operating income
1,119,719
1,214,305
1,486,922
1,612,789
1,853,029
1,363,733
1,669,439
Interest income, TV Azteca, net

14,258

22,235

10,547

11,209

10,960

8,206

8,183
Interest income

7,680

9,706

14,002

16,479

25,618

16,378

26,551
Interest expense

(401,665)

(458,296)

(580,234)

(595,949)

(717,125)

(531,076)

(559,507)
(Loss) gain on retirement of long-term obligations

(398)

(38,701)

(3,473)

(79,606)

1,168

830

(69,897)
Other (expense) income (4)

(38,300)

(207,500)

(62,060)

(134,960)

(47,790)

(25,894)

39,970

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

701,294

541,749

865,704

829,962
1,125,860

832,177
1,114,739
Income tax provision

(107,304)

(59,541)

(62,505)

(157,955)

(155,501)

(94,671)

(84,155)
Income on equity method investments

35

--

--

--

--

--

--

Net income

594,025

482,208

803,199

672,007

970,359

737,506
1,030,584
Net loss (income) attributable to noncontrolling interest

43,258

69,125

21,711

13,067

(13,934)

(10,288)

(30,185)

Net income attributable to American Tower Corporation
stockholders

637,283

551,333

824,910

685,074

956,425

727,218
1,000,399
Dividends on preferred stock

--

--

(23,888)

(90,163)

(107,125)

(80,344)

(68,531)

Net income attributable to American Tower Corporation
common stockholders
$
637,283
$
551,333
$
801,022
$
594,911
$
849,300
$
646,874
$
931,868

Other Data:

Capital expenditures
$
568,048
$
724,532
$
974,404
$
728,753
$
701,387
$
488,962
$
577,972
Cash provided by operating activities
1,414,391
1,599,047
2,134,589
2,183,052
2,703,604
1,978,431
2,131,752
Cash used for investing activities
(2,558,385)
(5,173,337)
(1,949,548)
(7,741,735)
(2,107,446)
(1,786,202)
(1,510,496)
Cash provided by (used for) financing activities
1,170,366
3,525,565

(134,591)
5,589,101

(99,294)

26,727

(613,926)
Sites owned and operated at end of period

54,604

67,418

75,594

100,615

144,884

146,639

148,755

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

September 30,
2012
2013
2014
2015
2016
2017

(In thousands)

(unaudited)
Balance Sheet Data (5):

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

$
437,934
$
446,492
$
473,698
$
462,879
$
936,442
$
954,675
Property and equipment, net

5,765,856
7,177,728
7,590,112
9,866,424
10,517,258

10,795,057
Total assets

14,045,810
20,213,937
21,263,565
26,904,272
30,879,150

32,319,326
Long-term obligation, including current portion

8,709,757
14,408,550
14,540,341
17,119,009
18,533,465

19,268,763
Redeemable noncontrolling interest

--

--

--

--
1,091,220

1,146,773
Total American Tower Corporation equity

3,573,101
3,534,165
3,953,560
6,651,679
6,763,895

6,518,127
(1) For the years ended December 31, 2012, 2013, 2014, 2015 and 2016, amount includes approximately $0.8 million, $1.0 million, $1.4 million, $1.6 million and $1.8 million,
respectively, of stock-based compensation expense. For the nine months ended September 30, 2016 and 2017, amount includes approximately $1.3 million and $1.8 million,
respectively, in stock-based compensation expense.
(2) For the years ended December 31, 2012, 2013, 2014, 2015 and 2016, amount includes approximately $1.0 million, $0.6 million, $0.4 million, $0.4 million and $0.7 million,
respectively, of stock-based compensation expense. For each of the nine months ended September 30, 2016 and 2017, amount includes approximately $0.6 million in stock-
based compensation expense.
(3) For the years ended December 31, 2012, 2013, 2014, 2015 and 2016, amount includes approximately $50.2 million, $66.6 million, $78.3 million, $88.5 million and $87.5
million, respectively, of stock-based compensation expense. For the nine months ended September 30, 2016 and 2017, amount includes approximately $68.3 million and $84.0
million, respectively, in stock-based compensation expense.
(4) For the years ended December 31, 2012, 2013, 2014, 2015 and 2016, amount includes unrealized foreign currency losses of approximately $34.3 million, $211.7 million, $49.3
million, $71.5 million and $23.4 million, respectively. For the nine months ended September 30, 2016 and 2017, amount includes unrealized foreign currency (losses) gains of
$(3.5) million and $30.4 million, respectively.
(5) Balances for the years ended December 31, 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, 2012, 2013, 2014, 2015, 2016 and September 30, 2017, amount includes approximately $69.3 million, $152.9 million, $160.2 million, $142.2 million,
$149.3 million and $155.2 million, respectively, of restricted funds pledged as collateral to secure obligations and cash, the use of which is otherwise limited by contractual
provisions.
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2

S-7
Table of Contents
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:

Year Ended December 31,
Nine
Months

Ended
September 30,
2012
2013
2014
2015
2016
2017

Ratio of earnings to fixed charges(1)

2.32x 1.89x 2.11x 1.99x 2.11x
2.39x
Ratio of earnings to combined fixed charges and preferred stock dividends(2) 2.32x 1.89x 2.05x 1.80x 1.91x
2.20x
(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, 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 2016 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 September 30, 2017, after giving effect to the transactions described under
"Capitalization," we would have had approximately $20.4 billion of consolidated debt and the ability to borrow additional aggregate amounts of
approximately $2.0 billion under the 2013 Credit Facility and the 2014 Credit Facility, net of approximately $11.0 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:

· 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;

· impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient

to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the
loss of the towers securing such debt if a default remains uncured;
https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

424B2

· 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, 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

S-9
Table of Contents
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 indebtedness is also secured. As of September 30, 2017, after giving effect to the transactions
described under "Capitalization," our subsidiaries would have had approximately $3.7 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 $9.0 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 5,179 broadcast and wireless communications towers and the related tower sites;

· $867.7 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $7.3 million unamortized deferred

financing fees) secured by the issuer's and its subsidiaries' interests in 3,584 communications sites;

· $69.2 million of ZAR denominated secured debt (938.2 million ZAR) ($69.8 million principal amount due at maturity, net of $0.6 million

unamortized deferred financing fees) under the South African Facility;

· $49.8 million of COP denominated secured debt (146.1 billion COP) ($50.2 million principal amount due at maturity, net of $0.4 million

unamortized deferred financing fees) under the Colombian Credit Facility;

· $34.5 million of UGX denominated debt (124.1 billion UGX) 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);

· $68.3 million of GHS denominated debt (300.9 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);

· $98.6 million of BRL denominated debt (312.5 million BRL) assumed by us in connection with the acquisition of BR Towers;

· $40.7 million of BRL denominated debt (129.1 million BRL) ($41.4 million principal amount due at maturity, net of $0.7 million

unamortized deferred financing fees) under the Brazil Credit Facility;

· $554.3 million of INR denominated debt (34.5 billion INR of debt and 1.7 billion INR value of mandatorily redeemable preference shares

classified as debt), which primarily consists of secured debt; and

· approximately $146.6 million of other debt (net of $1.7 million unamortized deferred financing fees), which primarily consists 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

https://www.sec.gov/Archives/edgar/data/1053507/000119312517362875/d474814d424b2.htm[12/7/2017 9:12:04 AM]

Document Outline

#1">
- #1">