Obligation American Tower Corp 2.9% ( US03027XBA72 ) en USD

American Tower Corp

83.346 % ▼

Etats-unis

US03027XBA72 ( en USD )

2.9% par an ( paiement semestriel )

14/01/2030

Prospectus brochure de l'obligation American Tower Corp US03027XBA72 en USD 2.9%, échéance 14/01/2030

2 000 USD

750 000 000 USD

03027XBA7

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2024 ( Dans 57 jours )

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XBA72, paye un coupon de 2.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2030

L'Obligation émise par American Tower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XBA72, 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 US03027XBA72, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-231931
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)
2.400% Senior Notes due 2025

$750,000,000

99.905%

$749,287,500

$97,258
2.900% Senior Notes due 2030

$750,000,000

99.560%

$746,700,000

$96,922

(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. 333-231931) filed by the Registrant on June 4, 2019.
Table of Contents
PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED JUNE 4, 2019

$1,500,000,000

American Tower Corporation
$750,000,000 2.400% Senior Notes due 2025
$750,000,000 2.900% Senior Notes due 2030

We are offering $750.0 million of 2.400% Senior Notes due 2025 (the "2025 notes") and $750.0 million of 2.900% Senior Notes due 2030 (the "2030
notes" and, collectively with the 2025 notes, the "notes"). We will pay cash interest on the 2025 notes on March 15 and September 15 of each year,
beginning on September 15, 2020. We will pay cash interest on the 2030 notes on January 15 and July 15 of each year, beginning on July 15, 2020. The
2025 notes will mature on March 15, 2025, and the 2030 notes will mature on January 15, 2030.

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, 2018 (the "2018 Annual Report"), as updated in Part II, Item 1A of our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019 (the "Q3 2019 Quarterly Report").

Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount (2)
Tower Corporation

Per 2025 note

99.905%

0.600%

99.305%
2025 note total

$ 749,287,500
$4,500,000
$
744,787,500
Per 2030 note

99.560%

0.650%

98.910%
2030 note total

$ 746,700,000
$4,875,000
$
741,825,000
Total

$1,495,987,500
$9,375,000
$
1,486,612,500
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(1) Plus accrued interest, if any, from January 10, 2020, if settlement occurs after that date.
(2) Before reimbursement of a portion of our expenses in connection with the notes, 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 ("Clearstream"), and Euroclear Bank S.A./N.V. (the "Euroclear Operator"), as operator of
the Euroclear System ("Euroclear"), against payment on January 10, 2020, 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 Securities

Citigroup
J.P. Morgan

Morgan Stanley
Scotiabank

Senior Co-Managers
Barclays

BBVA

COMMERZBANK

EA Markets

Goldman Sachs & Co. LLC

Mizuho Securities
RBC Capital Markets

Santander

SOCIETE GENERALE

TD Securities

Co-Managers
ING

SMBC Nikko

The date of this prospectus supplement is January 7, 2020.
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-6
Risk Factors
S-9
Use of Proceeds
S-12
Capitalization
S-13
Description of Notes
S-16
Underwriting
S-32
Legal Matters
S-38
Experts
S-38
Where You Can Find More Information
S-38
Prospectus

About This Prospectus

1
Note Regarding Forward-Looking Statements

1
American Tower Corporation

3
Risk Factors

3
Use of Proceeds

4
Description of Securities

5
Description of Common Stock

5
Description of Preferred Stock

12
Description of Debt Securities

13
Description of Depositary Shares

25
Description of Warrants

25
Description of Purchase Contracts

26
Description of Units

26
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Legal Ownership

27
Plan of Distribution

28
Material U.S. Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT

30
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock

43
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities

51
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 are making 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 and financial
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, the impact of technology changes on our industry and our business, our ability to maintain or increase our
market share, our plans to fund our future liquidity needs, our substantial leverage and debt service obligations, our future financing transactions, 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, natural disasters and similar events and our ability to
protect our rights to the land under our towers. 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

S-ii
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which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these 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
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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" refer 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 179,000 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
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, Burkina
Faso, Chile, Colombia, Costa Rica, France, Germany, Ghana, India, Kenya, Mexico, Niger, 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
Table of Contents
Recent Developments

Notice of Redemption of 5.900% Senior Notes

On December 16, 2019, we delivered notice of our election to call for redemption all of our outstanding 5.900% senior unsecured notes due
2021 (the "5.900% Notes"). We intend to redeem the 5.900% Notes at a price equal to the principal amount of the 5.900% Notes plus a make-whole
premium calculated pursuant to the terms of the 5.900% Notes supplemental indenture, together with accrued and unpaid interest, if any, up to, but
excluding, the redemption date, which has been set for January 15, 2020.

Chile and Peru Acquisition

On December 19, 2019, we signed a definitive agreement to acquire approximately 3,200 communications sites in Chile and Peru from Entel
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PCS Telecomunicaciones S.A. and Entel Peru S.A. for total consideration of approximately $0.8 billion (as of the date of signing), subject to certain
adjustments. On December 26, 2019, we completed the acquisition of approximately 2,400 communications sites for total consideration of
approximately $671.6 million (the "Chile and Peru Acquisition"). The remaining communications sites are expected to close in tranches beginning in
the first quarter of 2020, subject to certain closing conditions.

Eaton Towers Acquisition and MTN Agreement

On December 31, 2019, we acquired 100% of the outstanding shares of Eaton Towers Holdings Limited ("Eaton Towers"), which owns and
operates approximately 5,700 existing communications sites in Burkina Faso, Kenya, Ghana, Niger and Uganda, for total consideration, including our
assumption of Eaton Towers' existing debt, of approximately $1.85 billion, subject to certain adjustments (the "Eaton Towers Acquisition"). In
connection with the Eaton Towers Acquisition, we also signed an agreement with MTN Group Limited ("MTN") to acquire MTN's interests in each
of our joint ventures in Ghana and Uganda for total consideration of approximately $523.0 million. The transaction with MTN is expected to close in
the first quarter of 2020, subject to regulatory approval and other closing conditions.

S-2
Table of Contents
The Offering

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$750.0 million aggregate principal amount of 2.400% Senior Notes due 2025 and $750.0
million aggregate principal amount of 2.900% Senior Notes due 2030.

Maturity Date
March 15, 2025 in the case of the 2025 notes.

January 15, 2030 in the case of the 2030 notes.

Interest Payments
March 15 and September 15 of each year, beginning on September 15, 2020, in the case of
the 2025 notes. January 15 and July 15 of each year, beginning on July 15, 2020, in the case
of the 2030 notes. Interest will accrue from January 10, 2020.

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, 2019, after
giving effect to the transactions described under "Capitalization," we would have had
approximately $20.9 billion of senior unsecured indebtedness outstanding. In addition, we
would have had approximately $4.4 billion in aggregate undrawn loan commitments under
our $3.0 billion senior unsecured amended and restated multicurrency revolving credit facility
entered into in December 2019 (the "2019 Multicurrency Credit Facility") and our $2.25
billion senior unsecured second amended and restated revolving credit facility entered into in
December 2019 (the "2019 Credit Facility"), net of approximately $10.0 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, 2019, after giving effect to the transactions described under "Capitalization,"
our subsidiaries would have had approximately $3.1 billion of total debt obligations
(excluding intercompany obligations), including:

· $1.8 billion in secured tower revenue securities ($1.8 billion principal amount due at
maturity, net of $11.7 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 5,115 broadcast and wireless communications towers and related
assets (represents the portion of debt reported as our outstanding debt, after elimination in
consolidation of the portion of securities held by our wholly owned subsidiaries);

· $870.7 million in secured revenue notes ($875.0 million principal amount due at maturity,

net of $4.3 million unamortized deferred financing fees) secured by the issuer's and its
subsidiaries' interests in 3,542 communications sites;

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· $23.8 million of South African Rand ("ZAR") denominated secured debt (363.8 million
ZAR) ($24.0 million principal amount due at maturity, net of $0.2 million unamortized

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

· $25.1 million of Colombian Peso ("COP") denominated secured debt (87.5 billion COP)

($25.3 million principal amount due at maturity, net of $0.2 million unamortized deferred
financing fees) under the Colombian credit facility (the "Colombian Credit Facility");

· $17.5 million of Brazilian Reais ("BRL") denominated debt (73.5 million BRL)

($17.7 million principal amount due at maturity, net of $0.2 million unamortized deferred
financing fees) under the Brazil credit facility (the "Brazil Credit Facility");

· $29.6 million of debt entered into by our Kenyan subsidiary in connection with an

acquisition of sites in Kenya (the "Kenya Debt");

· $1.9 million of debt related to a seller-financed acquisition in the U.S. (the "U.S. Debt");

· an aggregate of approximately $330 million (at the December 31, 2019 exchange rate) of
U.S. Dollar ("USD"), Euro ("EUR"), Kenyan Shilling ("KES") and West African CFA

Franc ("XOF") denominated debt entered into by certain Eaton Towers subsidiaries
acquired in connection with the Eaton Towers Acquisition (the "Eaton Towers Debt"); and

· approximately $30.2 million of other debt, which consists of finance 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 2025 notes prior to February
15, 2025 (one month prior to their maturity date) or the 2030 notes prior to October 15, 2029
(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 a make-whole premium, together with
accrued interest to the redemption date. If we redeem the 2025 notes on or after February 15,
2025 (one month prior to their maturity date) or the 2030 notes on or after October 15, 2029
(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 notes repurchased, plus accrued and unpaid interest, if any,
up to but

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Table of Contents
not including the date of repurchase. See "Description of Notes--Repurchase of Notes Upon

a Change of Control Triggering Event." The 2019 Multicurrency Credit Facility and the 2019
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 $1,483.4 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 2019 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
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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.

U.S. Federal Income Tax Considerations
Investors in either the 2025 notes, the 2030 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," which 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 2018 Annual Report, as updated in Part II, Item 1A, of the Q3 2019
Quarterly Report, which is incorporated by reference herein.

S-5
Table of Contents
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data for the fiscal years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018
and 2017 is derived from historical audited consolidated financial information included in the 2018 Annual Report, which is incorporated herein by
reference. The selected historical consolidated financial data for the fiscal years ended December 31, 2015 and 2014 and as of December 31, 2016,
2015 and 2014 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, 2019 and 2018 and as of September 30, 2019 is derived from historical
financial information included in the Q3 2019 Quarterly Report, which is incorporated herein by reference. Our unaudited financial statements have
been prepared on the same basis as our audited financial statements, and in management's opinion, the unaudited financial data 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, 2019 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 2018 Annual Report,
as updated in Part II, Item 1A of the Q3 2019 Quarterly Report, which is incorporated herein by reference. Year-to-year comparisons are significantly
affected by our acquisitions, dispositions and construction of communications sites.

S-6
Table of Contents
Nine Months Ended
Year Ended December 31,
September 30,

2014
2015
2016
2017
2018
2018
2019

(In millions, except site data)

(unaudited)

Statements of Operations Data:

Revenues:

Property
$ 4,006.9
$ 4,680.4 $ 5,713.1 $ 6,565.9 $ 7,314.7 $ 5,211.4 $ 5,556.5
Services

93.1
91.1
72.6
98.0
125.4
96.8
100.1

Total operating revenues
4,100.0
4,771.5 5,785.7 6,663.9 7,440.1 5,308.2 5,656.6
Operating expenses:

Cost of operations (exclusive of items shown
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separately below)

Property (1)
1,056.2
1,275.4 1,762.7 2,022.0 2,128.7 1,597.7 1,630.4
Services (2)

38.1
33.4
27.7
34.6
49.1
39.2
36.2
Depreciation, amortization and accretion
1,003.8
1,285.3 1,525.6 1,715.9 2,110.8 1,344.9 1,328.6
Selling, general, administrative and
development expense (3)

446.5
497.8
543.4
637.0
733.2
540.7
550.8
Other operating expenses

68.5
66.8
73.3
256.0
513.3
269.6
83.5

Total operating expenses
2,613.1
3,158.7 3,932.7 4,665.5 5,535.1 3,792.1 3,629.5

Operating income
1,486.9
1,612.8 1,853.0 1,998.4 1,905.0 1,516.1 2,027.1
Interest income (expense), TV Azteca, net

10.5
11.2
10.9
10.8
(0.1)
(0.1)
--
Interest income

14.0
16.5
25.6
35.4
54.7
43.9
36.3
Interest expense

(580.2)
(595.9)
(717.1)
(749.6)
(825.5)
(616.7)
(613.3)
(Loss) gain on retirement of long-term obligations

(3.5)
(79.6)
1.2
(70.2)
(3.3)
--
(22.2)
Other (expense) income (4)

(62.0)
(135.0)
(47.7)
31.3
23.8
14.1
19.6

Income from continuing operations before income
taxes

865.7
830.0 1,125.9 1,256.1 1,154.6
957.3 1,447.5
Income tax (provision) benefit

(62.5)
(158.0)
(155.5)
(30.7)
110.1
14.7
(100.3)

Net income

803.2
672.0
970.4 1,225.4 1,264.7
972.0 1,347.2
Net loss (income) attributable to noncontrolling
interests

21.7
13.1
(14.0)
13.5
(28.3)
(13.2)
(22.1)

Net income attributable to American Tower
Corporation stockholders

824.9
685.1
956.4 1,238.9 1,236.4
958.8 1,325.1
Dividends on preferred stock

(23.9)
(90.2)
(107.1)
(87.4)
(9.4)
(9.4)
--

Net income attributable to American Tower
Corporation common stockholders
$
801.0 $
594.9 $
849.3 $ 1,151.5 $ 1,227.0 $
949.4 $ 1,325.1

Other Data:

Capital expenditures
$
974.4 $
728.8 $
701.4 $
824.2 $
937.1 $
626.4 $
754.9
Cash provided by operating activities
2,127.1
2,166.9 2,701.7 2,925.6 3,748.3 2,485.1 2,758.9
Cash used for investing activities
(1,932.6)
(7,741.7) (2,102.3) (2,800.9) (2,749.5) (2,055.1) (1,400.8)
Cash (used for) provided by financing activities

(134.6) 5,593.1
(99.3)
(113.0)
(607.7)
(34.3) (1,174.6)
Sites owned and operated at end of period

75,594 100,615 144,884 150,181 170,686 170,124 171,314

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As of December 31,
As of

September 30,
2014
2015
2016
2017
2018
2019

(In millions)

(unaudited)
Balance Sheet Data (5):

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

$
473.7
$
462.9
$
936.5
$
954.9
$ 1,304.9
$
1,448.3
Property and equipment, net

7,590.1
9,866.4
10,517.3
11,101.0
11,247.1

11,283.2
Total assets

21,263.6
26,904.3
30,879.2
33,214.3
33,010.4

39,307.2
Long-term obligations, including current portion

14,540.3
17,119.0
18,533.5
20,205.1
21,159.9

21,483.6
Redeemable noncontrolling interests

--

--
1,091.3
1,126.2
1,004.8

574.8
Total American Tower Corporation equity

3,953.6
6,651.7
6,763.9
6,241.5
5,336.1

5,240.4
(1) For the years ended December 31, 2014, 2015, 2016, 2017 and 2018, amount includes $1.4 million, $1.6 million, $1.7 million, $2.1 million and
$2.4 million, respectively, of stock-based compensation expense. For the nine months ended September 30, 2018 and 2019, amount includes
$2.0 million and $1.4 million, respectively, of stock-based compensation expense.
(2) For the years ended December 31, 2014, 2015, 2016, 2017 and 2018, amount includes $0.4 million, $0.4 million, $0.7 million, $0.8 million and
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$0.9 million, respectively, of stock-based compensation expense. For each of the nine months ended September 30, 2018 and 2019, amount
includes $0.7 million of stock-based compensation expense.
(3) For the years ended December 31, 2014, 2015, 2016, 2017 and 2018, amount includes $78.3 million, $88.5 million, $87.5 million, $105.6
million and $134.2 million, respectively, of stock-based compensation expense. For the nine months ended September 30, 2018 and 2019,
amount includes $108.6 million and $85.8 million, respectively, of stock-based compensation expense.
(4) For the years ended December 31, 2014, 2015, 2016, 2017 and 2018, amount includes foreign currency (losses) gains of ($63.2) million,
($134.7) million, ($48.9) million, $26.4 million and ($4.5) million, respectively. For the nine months ended September 30, 2018 and 2019,
amount includes foreign currency (losses) gains of ($14.9) million and $13.7 million, respectively.
(5) Balances for the year ended December 31, 2014 have been revised to reflect purchase accounting measurement period adjustments as well as
debt issuance cost adjustments.
(6) As of December 31, 2014, 2015, 2016, 2017, 2018, and September 30, 2019, amount includes $160.2 million, $142.2 million, $149.3 million,
$152.8 million, $96.2 million and $95.7 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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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 2018 Annual Report, as updated in Part II, Item 1A of the Q3 2019
Quarterly 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, 2019, after giving effect to the transactions described under "Capitalization," we
would have had approximately $24.0 billion of consolidated debt and the ability to borrow additional aggregate amounts of approximately $4.4 billion
under the 2019 Multicurrency Credit Facility and the 2019 Credit Facility, net of approximately $10.0 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;

· 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 and REIT distributions; 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

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notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or otherwise. 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 paying 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, 2019, after giving effect to the transactions described under "Capitalization," our subsidiaries would have had approximately
$3.1 billion of total debt obligations (excluding intercompany obligations), including:

· $1.8 billion in secured tower revenue securities ($1.8 billion principal amount due at maturity, net of $11.7 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

5,115 broadcast and wireless communications towers and related tower assets (represents the portion of debt reported as our outstanding debt,
after elimination in consolidation of the portion of securities held by our wholly owned subsidiaries);

· $870.7 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $4.3 million unamortized deferred financing

fees) secured by the issuer's and its subsidiaries' interests in 3,542 communications sites;

· $23.8 million of ZAR denominated secured debt (363.8 million ZAR) ($24.0 million principal amount due at maturity, net of $0.2 million

unamortized deferred financing fees) under the South African Credit Facility;

· $25.1 million of COP denominated secured debt (87.5 billion COP) ($25.3 million principal amount due at maturity, net of $0.2 million

unamortized deferred financing fees) under the Colombian Credit Facility;

· $17.5 million of BRL denominated debt (73.5 million BRL) ($17.7 million principal amount due at maturity, net of $0.2 million unamortized

deferred financing fees) under the Brazil Credit Facility;

· $29.6 million of the Kenya Debt;

· $1.9 million of the U.S. Debt;

· an aggregate of approximately $330 million (at the December 31, 2019 exchange rate) of the Eaton Towers Debt; and

· approximately $30.2 million of other debt, which consists of finance leases attributable to wholly owned subsidiaries.

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

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

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

· the liquidity of any market that may develop;

· your ability to sell your notes; or

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

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

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similar notes and our financial performance. We do not intend to apply for listing of the notes on any securities exchange or any automated dealer
quotation system.

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

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

At final maturity of the notes or in the event of acceleration of the notes following an event of default, the entire outstanding principal amount of the
notes will become due and payable. Upon the occurrence of a Change of Control Triggering Event (as described in this prospectus supplement), we will be
required to offer to repurchase in cash all outstanding notes at a redemption price equal to 101% of the principal amount of the notes plus accrued and
unpaid interest, if any, up to, but not including, the repurchase date. If we were unable to make the required payments or repurchases of the notes, it would
constitute an event of default under the notes and, as a result, may constitute an event of default under the 2019 Multicurrency Credit Facility, the 2019
Credit Facility and other outstanding indebtedness. The indentures for our other outstanding indebtedness also provide for repurchase rights upon a change
of control and, in some cases, other fundamental changes under different terms. As a result, holders of our other indebtedness may have the ability to
require us to repurchase their debt securities before the holders of the notes would have such repurchase rights. It is possible that we will not have
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