Obligation AmerTower Corp 3.7% ( US03027XAY67 ) en USD

AmerTower Corp

100 % ▲

Etats-unis

US03027XAY67 ( en USD )

3.7% par an ( paiement semestriel )

14/10/2049

Prospectus brochure de l'obligation American Tower Corp US03027XAY67 en USD 3.7%, échéance 14/10/2049

2 000 USD

600 000 000 USD

03027XAY6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/10/2025 ( Dans 29 jours )

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

Le marché obligataire présente actuellement une émission de dette notable de la part d'American Tower Corporation (ATC), un émetteur majeur dans le secteur des infrastructures de communication. ATC, dont le siège social est aux États-Unis, est une entreprise leader mondiale dans la possession, l'exploitation et le développement de sites de communication sans fil et de diffusion multi-locataires, essentiels à la connectivité numérique moderne. L'obligation spécifique sous revue porte le code ISIN US03027XAY67 et le code CUSIP 03027XAY6. Elle est libellée en dollars américains (USD) et s'échange actuellement à son pair, soit 100% de sa valeur nominale. Ce titre à long terme offre un taux d'intérêt fixe de 3,7% et arrivera à maturité le 14 octobre 2049. Le paiement des intérêts est effectué à une fréquence de deux fois par an (semi-annuelle). La taille totale de cette émission s'élève à 600 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD. Sur le plan de la qualité de crédit, cette obligation bénéficie d'une notation BBB- par Standard & Poor's (S&P) et Baa3 par Moody's, la plaçant ainsi dans la catégorie investissement.

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424B2 1 d777063d424b2.htm 424B2
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)
2.750% Senior Notes due 2027

$750,000,000

99.838%

$748,785,000

$97,193
3.700% Senior Notes due 2049

$600,000,000

99.711%

$598,266,000

$77,655

(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

$1,350,000,000

American Tower Corporation
$750,000,000 2.750% Senior Notes due 2027
$600,000,000 3.700% Senior Notes due 2049

We are offering $750.0 million of 2.750% Senior Notes due 2027 (the "2027 notes") and $600.0 million of 3.700% Senior Notes due 2049 (the "2049
notes" and, collectively with the 2027 notes, the "notes"). We will pay cash interest on the 2027 notes on January 15 and July 15 of each year, beginning on
January 15, 2020. We will pay cash interest on the 2049 notes on April 15 and October 15 of each year, beginning on April 15, 2020. The 2027 notes will
mature on January 15, 2027, and the 2049 notes will mature on October 15, 2049.

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-8 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").

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

Per 2027 note

99.838%

0.625%

99.213%
2027 note total

$ 748,785,000
$4,687,500
$
744,097,500
Per 2049 note

99.711%

0.875%

98.836%
2049 note total

$ 598,266,000
$5,250,000
$
593,016,000
Total

$1,347,051,000
$9,937,500
$
1,337,113,500
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(1) Plus accrued interest, if any, from October 3, 2019, if settlement occurs after that date.
(2) Before reimbursement of a portion of our expenses in connection with the 2027 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 October 3, 2019, 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
Barclays
Mizuho Securities

RBC Capital Markets

Santander

TD Securities

Senior Co-Managers
BofA Merrill Lynch

BBVA

Citigroup
EA Markets
Goldman Sachs & Co. LLC

J.P. Morgan

Morgan Stanley

Scotiabank
SOCIETE GENERALE
SMBC Nikko

Co-Managers
COMMERZBANK
Fifth Third Securities
HSBC

The date of this prospectus supplement is September 30, 2019.
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
Risk Factors
S-8
Use of Proceeds
S-11
Capitalization
S-12
Description of Notes
S-14
Underwriting
S-30
Legal Matters
S-36
Experts
S-36
Where You Can Find More Information
S-36
Prospectus

About This Prospectus

1
Note Regarding Forward-Looking Statements

1
American Tower Corporation

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
Legal Ownership

27
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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
Table of Contents
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
statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this prospectus supplement, the
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424B2
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 171,000 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, Chile,
Colombia, Costa Rica, France, Germany, Ghana, India, Kenya, 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
Table of Contents
The Offering

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$750.0 million aggregate principal amount of 2.750% Senior Notes due 2027 and
$600.0 million aggregate principal amount of 3.700% Senior Notes due 2049.

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

October 15, 2049 in the case of the 2049 notes.

Interest Payments
January 15 and July 15 of each year, beginning on January 15, 2020, in the case of the 2027
notes. April 15 and October 15 of each year, beginning on April 15, 2020, in the case of the
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2049 notes. Interest will accrue from October 3, 2019.

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, 2019, after giving
effect to the transactions described under "Capitalization," we would have had approximately
$18.7 billion of senior unsecured indebtedness outstanding. In addition, we would have had
approximately $4.9 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 $10.0 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
June 30, 2019, after giving effect to the transactions described under "Capitalization," our
subsidiaries would have had approximately $2.8 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 $11.9 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 5,116 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);

· $870.3 million in secured revenue notes ($875.0 million principal amount due at maturity,

net of $4.7 million unamortized deferred financing fees) secured by the issuer's and its
subsidiaries' interests in 3,544 communications sites;

S-2
Table of Contents
· $30.7 million of South African Rand ("ZAR") denominated secured debt (436.5 million
ZAR) ($31.0 million principal amount due at maturity, net of $0.3 million unamortized

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

· $29.5 million of Colombian Peso ("COP") denominated secured debt (95.0 billion COP)

($29.6 million principal amount due at maturity, net of $0.1 million unamortized deferred
financing fees) under the Colombian credit facility (the "Colombian Credit Facility");

· $20.9 million of Brazilian Reais ("BRL") denominated debt (81.0 million BRL)

($21.1 million principal amount due at maturity, net of $0.2 million unamortized deferred
financing fees) under the Brazil credit facility (the "Brazil Credit Facility");

· $37.7 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");

and

· approximately $27.7 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 2027 notes prior to November
15, 2026 (two months prior to their maturity date) or the 2049 notes prior to April 15, 2049
(six 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 2027 notes on or after November
15, 2026 (two months prior to their maturity date) or the 2049 notes on or after April 15,
2049 (six 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."

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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.

S-3
Table of Contents
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 $1,334.2 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 unsecured term loan entered into in February
2019 (the "2019 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
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 2027 notes, the 2049 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-8 and
in Part I, Item 1A of the 2018 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, 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 six months ended June 30, 2019 and 2018 and as of June 30, 2019 is derived from historical financial
information included in the Form 10-Q for the quarter ended June 30, 2019, 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
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for the six months ended June 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-8 and in Part I, Item 1A of the 2018 Annual Report,
which is incorporated herein by reference. Year-to-year comparisons are significantly affected by our acquisitions, dispositions and construction of
communications sites.

S-5
Table of Contents
Six Months Ended
Year Ended December 31,
June 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
$ 3,459.8
$ 3,634.9
Services

93.1

91.1

72.6

98.0

125.4

62.9

68.1

Total operating revenues
4,100.0
4,771.5
5,785.7
6,663.9
7,440.1

3,522.7

3,703.0
Operating expenses:

Cost of operations (exclusive of items shown separately below)

Property (1)
1,056.2
1,275.4
1,762.7
2,022.0
2,128.7

1,054.6

1,082.4
Services (2)

38.1

33.4

27.7

34.6

49.1

25.6

24.3
Depreciation, amortization and accretion
1,003.8
1,285.3
1,525.6
1,715.9
2,110.8

896.0

885.8
Selling, general, administrative and development expense (3)

446.5

497.8

543.4

637.0

733.2

362.8

362.9
Other operating expenses

68.5

66.8

73.3

256.0

513.3

234.8

48.8

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

2,573.8

2,404.2

Operating income
1,486.9
1,612.8
1,853.0
1,998.4
1,905.0

948.9

1,298.8
Interest income (expense), TV Azteca, net

10.5

11.2

10.9

10.8

(0.1)

(0.7)

--
Interest income

14.0

16.5

25.6

35.4

54.7

33.8

24.1
Interest expense

(580.2)

(595.9)

(717.1)

(749.6)

(825.5)

(407.5)

(412.0)
(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

(7.0)

16.8

Income from continuing operations before income taxes

865.7

830.0
1,125.9
1,256.1
1,154.6

567.5

905.5
Income tax (provision) benefit

(62.5)

(158.0)

(155.5)

(30.7)

110.1

27.2

(63.6)

Net income

803.2

672.0

970.4
1,225.4
1,264.7

594.7

841.9
Net loss (income) attributable to noncontrolling interests

21.7

13.1

(14.0)

13.5

(28.3)

(2.8)

(15.4)

Net income attributable to American Tower Corporation stockholders

824.9

685.1

956.4
1,238.9
1,236.4

591.9

826.5
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
$
582.5
$
826.5

Other Data:

Capital expenditures
$
974.4
$
728.8
$
701.4
$
824.2
$
937.1
$
434.5
$
478.1
Cash provided by operating activities
2,127.1
2,166.9
2,701.7
2,925.6
3,748.3

1,731.8

1,821.7
Cash used for investing activities
(1,932.6)
(7,741.7)
(2,102.3)
(2,800.9)
(2,749.5)
(1,843.0)

(590.7)
Cash (used for) provided by financing activities

(134.6)
5,593.1

(99.3)

(113.0)

(607.7)

188.4
(1,247.4)
Sites owned and operated at end of period

75,594
100,615
144,884
150,181
170,686
169,739
170,581

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As of December 31,

As of June 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
$
1,286.0
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Property and equipment, net

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

11,268.6
Total assets

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

39,072.7
Long-term obligations, including current portion

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

21,058.1
Redeemable noncontrolling interests

--

--
1,091.3
1,126.2
1,004.8

590.2
Total American Tower Corporation equity

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

5,477.5
(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 six months ended June 30, 2018 and 2019, amount includes
$1.2 million and $1.0 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
$0.9 million, respectively, of stock-based compensation expense. For each of the six months ended June 30, 2018 and 2019, amount includes
$0.5 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 six months ended June 30, 2018 and 2019,
amount includes $65.8 million and $62.9 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 six months ended June 30, 2018 and 2019, amount
includes foreign currency (losses) gains of ($17.1) million and $14.8 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 June 30, 2019, amount includes $160.2 million, $142.2 million, $149.3 million,
$152.8 million, $96.2 million and $93.8 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, 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, 2019, after giving effect to the transactions described under "Capitalization," we
would have had approximately $21.5 billion of consolidated debt and the ability to borrow additional aggregate amounts of approximately $4.9 billion
under the 2013 Credit Facility and the 2014 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
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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 June 30, 2019, after giving effect to the transactions described under "Capitalization," our subsidiaries would have had approximately
$2.8 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 $11.9 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

5,116 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);

· $870.3 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $4.7 million unamortized deferred financing

fees) secured by the issuer's and its subsidiaries' interests in 3,544 communications sites;

· $30.7 million of ZAR denominated secured debt (436.5 million ZAR) ($31.0 million principal amount due at maturity, net of $0.3 million

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

· $29.5 million of COP denominated secured debt (95.0 billion COP) ($29.6 million principal amount due at maturity, net of $0.1 million

unamortized deferred financing fees) under the Colombian Credit Facility;

· $20.9 million of BRL denominated debt (81.0 million BRL) ($21.1 million principal amount due at maturity, net of $0.2 million unamortized

deferred financing fees) under the Brazil Credit Facility;

· $37.7 million of the Kenya Debt;

· $1.9 million of the U.S. Debt; and

· approximately $27.7 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
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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 2013 Credit Facility, the 2014 Credit Facility and
other outstanding indebtedness. The indentures for our other outstanding indebtedness also provide for repurchase rights upon a change of control and, in
some cases, other fundamental changes under different terms. As a result, holders of our other indebtedness may have the ability to require us to repurchase
their debt securities before the holders of the notes would have such repurchase rights. It is possible that we will not have sufficient funds at maturity, upon
acceleration or at the time of the Change of Control Triggering Event or other fundamental change to make the required repurchase of notes and other
indebtedness. In addition, a Change of Control (as described in this prospectus supplement) and certain other change of control events may constitute an
event of default under the 2013 Credit Facility, the 2014 Credit Facility and certain other outstanding indebtedness.

Holders may not be able to require us to purchase their notes in certain circumstances involving a significant change in the composition of our board
of directors, including a proxy contest where our board of directors does not endorse the dissident slate of directors but approves them as Continuing
Directors (as described in this prospectus supplement). In this regard, a decision of the Delaware Chancery Court (not involving us or our securities)
considered a change of control redemption provision of an indenture governing publicly traded debt securities that is substantially similar to the change of
control event described in clause (3) of the definition of "Change of Control." In its decision, the court noted that a board of directors may "approve" a
dissident stockholder's nominees solely for purposes of such an indenture, provided the board of directors determines in good faith that the election of the
dissident nominees would not be materially adverse to the interests of the corporation or its stockholders (without taking into consideration the interests of
the holders of debt securities in making this determination). See "Description of Notes--Repurchase of Notes Upon a Change of Control Triggering
Event."

The notes will effectively rank junior to any secured indebtedness we incur in the future.

The notes will be our general unsecured obligations, and will effectively rank junior to any secured indebtedness we incur in the future to the extent
of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure indebtedness
will be available to pay obligations on the notes only after all such secured indebtedness has been repaid in full from such assets. As a result, there may not
be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.

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USE OF PROCEEDS

We expect that the net proceeds of this offering will be approximately $1,334.2 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 2019 Term Loan. Pending use, the net proceeds may be invested temporarily in short-term marketable securities. Our
management will have broad discretion in the application of the net proceeds, and the purposes for which the net proceeds are used may change from those
described above.

The 2013 Credit Facility matures on June 28, 2022, includes two optional renewal periods and currently bears interest at a rate equal to 1.125%
above the London Interbank Offered Rate ("LIBOR"). The 2019 Term Loan matures on February 13, 2020 and currently bears interest at a rate equal to
0.800% above LIBOR. Borrowings under the 2013 Credit Facility were primarily used to fund acquisitions, including the acquisition of approximately 400
towers and other related property interests in the United States (the "U.S. Acquisition"), to purchase redeemable noncontrolling interests in our Indian
subsidiary, ATC Telecom Infrastructure Private Limited, to repay existing indebtedness and for general corporate purposes. The proceeds under the 2019
Term Loan were used, together with cash on hand, to repay all amounts outstanding under the unsecured term loan entered into on March 29, 2018.
Amounts outstanding under the 2013 Credit Facility that are repaid may be reborrowed at a later date. See "Capitalization."

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CAPITALIZATION

The following table shows our cash and cash equivalents and capitalization as of June 30, 2019:

· on a historical basis;

· on an "as adjusted" basis, after giving effect to the following subsequent events: (i) the payment of approximately $480.6 million to fund the U.S.

Acquisition and (ii) additional net borrowings of $480.0 million under the 2013 Credit Facility, which were used primarily to fund the U.S.
Acquisition and for general corporate purposes; and

· on an "as further adjusted" basis, after giving effect to the receipt of approximately $1,334.2 million in this offering, after deducting discounts and
commissions payable to the underwriters and estimated expenses payable by us, and the use of the net proceeds to repay existing outstanding

indebtedness, including approximately $1,122.0 million of the net proceeds to repay existing outstanding indebtedness under the 2013 Credit
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Document Outline

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