ý
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
Delaware
|
|
65-0723837
|
(State or other jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each Class
|
|
Name of exchange on which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
5.25% Mandatory Convertible Preferred Stock, Series A, $0.01 par value
|
|
New York Stock Exchange
|
Depositary Shares, each representing a 1/10th ownership interest in a share of 5.50% Mandatory Convertible Preferred Stock, Series B, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
Page
|
PART I
|
|
|
ITEM 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
PART II
|
|
|
ITEM 5.
|
||
|
||
|
||
ITEM 6.
|
||
ITEM 7.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
|
|
Page
|
ITEM 9A.
|
||
|
||
|
||
|
||
|
||
PART III
|
|
|
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
PART IV
|
|
|
ITEM 15.
|
||
ITEM 16.
|
||
ITEM 1. BUSINESS
|
•
|
Long-term tenant leases with contractual rent escalations.
In general, a tenant lease has an initial non-cancellable term of ten years with multiple renewal terms, with provisions that periodically increase the rent due under the lease, typically annually, based on a fixed escalation percentage (averaging approximately
3%
in the United States) or an inflationary index in our international markets, or a combination of both. Based upon foreign currency exchange rates and the tenant leases in place as of
December 31, 2016
, we expect to generate over
$31 billion
of non-cancellable tenant lease revenue over future periods, absent the impact of straight-line lease accounting.
|
•
|
Consistent demand for our sites.
As a result of rapidly growing usage of wireless services and the corresponding wireless industry capital spending trends in the markets we serve, we anticipate consistent demand for our communications sites. We believe that our global asset base positions us well to benefit from the increasing proliferation of advanced wireless devices and the increasing usage of high bandwidth applications on those devices. We have the ability to add new tenants and new equipment for existing tenants on our sites, which typically results in incremental revenue and modest incremental costs. Our site portfolio and our established tenant base provide us with a solid platform for new business opportunities, which has historically resulted in consistent and predictable organic revenue growth.
|
•
|
High lease renewal rates.
Our tenants tend to renew leases because suitable alternative sites may not exist or be available and repositioning a site in their network may be expensive and may adversely affect the quality of their network. Historically, churn has been approximately 1% to 2% of total property revenue per year. We define churn as revenue lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced. We derive our churn rate for a given year by dividing our revenue lost on this basis by our prior year property segment revenue.
|
•
|
High operating margins.
Incremental operating costs associated with adding new tenants to an existing communications site are relatively minimal. Therefore, as tenants are added, the substantial majority of incremental revenue flows through to gross margin and operating profit. In addition, in many of our international markets certain expenses, such as ground rent or power and fuel costs, are reimbursed or shared by our tenant base.
|
•
|
Low maintenance capital expenditures.
On average, we require relatively low amounts of annual capital expenditures to maintain our communications sites.
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S.
|
59
|
%
|
|
66
|
%
|
|
64
|
%
|
Asia
|
14
|
%
|
|
5
|
%
|
|
6
|
%
|
EMEA
|
9
|
%
|
|
8
|
%
|
|
8
|
%
|
Latin America
|
17
|
%
|
|
19
|
%
|
|
20
|
%
|
•
|
U.S.:
AT&T, Verizon Wireless, Sprint and T-Mobile US accounted for an aggregate of 88% of U.S. property segment revenue.
|
•
|
Asia:
TATA
,
Idea Cellular, Vodafone and Bharti Airtel Limited (“Airtel”) accounted for an aggregate of 66% of Asia property segment revenue.
|
•
|
EMEA:
Airtel and MTN Group Limited accounted for an aggregate of 70% of EMEA property segment revenue.
|
•
|
Latin America:
Telefónica, AT&T, Telecom Italia and Nextel International accounted for an aggregate of 71% of Latin America property segment revenue.
|
•
|
Managed Networks.
We own and operate DAS networks in the United States and certain international markets. We obtain rights from property owners to install and operate in-building DAS networks, and we grant rights to wireless service providers to attach their equipment to our installations. We also offer outdoor DAS networks as a complementary shared infrastructure solution for our tenants in the United States and in certain international markets. Typically, we design, build and operate our outdoor DAS networks in areas in which zoning restrictions or other barriers may prevent or delay deployment of more traditional wireless communications sites. We also hold lease rights and easement interests on rooftops capable of hosting communications equipment in locations where towers are generally not a viable solution based on area characteristics. In addition, we provide management services to property owners in the United States who elect to retain full rights to their property while simultaneously marketing the rooftop for wireless communications equipment installation. As the demand for advanced wireless devices in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells, that may support our tenants’ networks in these areas.
|
•
|
Property Interests
.
We own a portfolio of property interests in the United States under carrier or other third-party communications sites, which provides recurring cash flow under complementary leasing arrangements.
|
•
|
Fiber.
We own and operate fiber in Argentina, which we currently lease to operators to support their urban telecommunications infrastructure and expect to lease to operators in the future for additional fourth generation (4G) and fifth generation (5G) deployments.
|
•
|
Shared Generators
.
We have contracts with certain of our tenants in the United States pursuant to which we provide access to shared backup power generators.
|
•
|
Increase the occupancy of our existing communications real estate portfolio.
We believe that our highest returns will be achieved by leasing additional space on our existing communications sites. Increasing demand for wireless services in our served markets has resulted in significant capital spending by major wireless carriers. As a result, we anticipate consistent demand for our communications sites because they are attractively located for wireless service providers and typically have capacity available for additional tenants. In the United States, incremental carrier network activity is being driven primarily by the build-out and densification of 4G networks, while in our international markets, carriers are deploying a combination of second generation (2G), third generation (3G) and 4G networks, depending on the specific market. As of
December 31, 2016
, we had a global average of approximately 1.9 tenants per tower. We believe that the majority of our towers have capacity for additional tenants and that substantially all of our towers that are currently at or near full structural capacity can be upgraded or augmented to meet future tenant demand with relatively modest capital investment. Therefore, we will continue to target our sales and marketing activities to increase the utilization and return on investment of our existing communications sites.
|
•
|
Invest in and selectively grow our communications real estate portfolio.
We seek opportunities to invest in and grow our operations through our capital expenditure program, new site construction and acquisitions. We believe we can achieve attractive risk-adjusted returns by pursuing such investments. In addition, we seek to secure property interests under our communications sites to improve operating margins as we reduce our cash operating expense related to ground leases. A significant portion of our inorganic growth has been focused on properties with lower initial tenancy because we believe that over time, we can significantly increase tenancy levels, and therefore, drive strong returns on those assets.
|
•
|
Further improve upon our operational performance and efficiency.
We continue to seek opportunities to improve our operational performance throughout the organization. This includes investing in our systems and people as we strive to improve efficiency and provide superior service to our tenants. To achieve this, we intend to continue to focus on customer service, such as reducing cycle times for key functions, including lease processing and tower structural analysis.
|
•
|
Maintain a strong balance sheet.
We remain committed to disciplined financial policies, which we believe result in our ability to maintain a strong balance sheet and will support our overall strategy and focus on asset growth and operational excellence. As a result of these policies, we currently have investment grade credit ratings. We continue to focus on maintaining a robust liquidity position and, as of
December 31, 2016
, had
$3.6 billion
of available liquidity. We believe that our investment grade credit ratings provide us consistent access to the capital markets and our liquidity provides us the ability to selectively invest in our portfolio.
|
•
|
Capital expenditure program.
We will continue to invest in and expand our existing communications real estate portfolio through our annual capital expenditure program. This includes capital expenditures associated with maintenance, increasing the capacity of our existing sites, and projects such as new site construction, land interest acquisitions and shared generator installations.
|
•
|
Acquisitions.
We intend to pursue acquisitions of communications sites in our existing or new markets where we can meet or exceed our risk-adjusted return on investment criteria. Our risk-adjusted hurdle rates consider additional risks such as the country and counterparties involved, investment and economic climate, legal and regulatory conditions and industry risk.
|
•
|
Return excess capital to stockholders.
If we have excess capital available after funding (i) our required distributions, (ii) capital expenditures and (iii) anticipated future investments, including acquisition opportunities, we will seek to return such excess capital to stockholders, including through our stock repurchase program.
|
•
|
Country analysis.
Prior to entering a new market, we conduct an extensive review of the country’s historical and projected macroeconomic fundamentals, including inflation outlook and foreign currency exchange rate trends, capital markets, tax regime and investment alternatives, and the general business, political and legal environments, including property rights and regulatory regime.
|
•
|
Wireless industry analysis.
To confirm the presence of sufficient demand to support an independent tower leasing model, we analyze the competitiveness of the country’s wireless market, such as the pricing environment, past and potential industry consolidation and the stage of its wireless network development. Characteristics that result in an attractive investment opportunity include (i) multiple competitive wireless service providers who are actively seeking to invest in deploying voice and data networks and (ii) ongoing or expected deployment of incremental spectrum from recent or anticipated auctions.
|
•
|
Opportunity and counterparty analysis.
Once an investment opportunity is identified within a geographic area with an attractive wireless industry, we conduct a multifaceted opportunity and counterparty analysis. This includes evaluating (i) the type of transaction, (ii) its ability to meet our risk-adjusted return criteria given the country and the counterparties involved, including the anticipated anchor tenant and (iii) how the transaction fits within our long-term strategic objectives, including future potential investment and expansion within the region.
|
•
|
Completing registered public offerings of an aggregate of $3.25 billion of senior unsecured notes, the proceeds of which were used primarily to repay indebtedness under our existing revolving credit facilities and term loan. Borrowings under our revolving credit facilities were primarily used to fund acquisitions and for general corporate purposes.
|
•
|
Amending our existing revolving credit facilities and term loan to, among other things, extend each of the maturity dates by one year.
|
•
|
U.S. wireless network investments.
According to industry data, aggregate annual wireless capital spending in the United States has averaged $30 billion, resulting in consistent demand for our sites. Demand for our U.S. communications sites is driven by:
|
•
|
Increasing wireless data usage, which continues to incentivize wireless service providers to focus on network quality and make incremental investments in the coverage and capacity of their networks;
|
•
|
Subscriber adoption of advanced wireless data applications, particularly mobile video, increasingly advanced devices and the corresponding deployments and densification of advanced networks by wireless service providers to satisfy this incremental demand for high-bandwidth wireless data;
|
•
|
Deployment of newly acquired spectrum; and
|
•
|
Deployment of wireless and backhaul networks by new market entrants.
|
•
|
International (Asia, EMEA and Latin America) wireless network investments.
The wireless networks in most of our international markets are typically less advanced than those in our U.S. market with respect to the density of voice networks and the current technologies generally deployed for wireless services. Accordingly, demand for our international communications sites is primarily driven by:
|
•
|
Incumbent wireless service providers investing in existing voice networks to improve or expand their coverage and increase capacity;
|
•
|
In certain of our international markets, increasing subscriber adoption of wireless data applications, such as email, Internet and video;
|
•
|
Spectrum auctions, which result in new market entrants, as well as initial and incremental data network deployments; and
|
•
|
The increasing availability of lower cost smartphones.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
increased use of network sharing or mergers or consolidations among wireless service providers;
|
•
|
zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;
|
•
|
governmental licensing of spectrum or restricting or revoking our tenants’ spectrum licenses;
|
•
|
a decrease in consumer demand for wireless services, including due to general economic conditions or disruption in the financial and credit markets;
|
•
|
the ability and willingness of wireless service providers to maintain or increase capital expenditures on network infrastructure;
|
•
|
the financial condition of wireless service providers;
|
•
|
delays or changes in the deployment of next generation wireless technologies; and
|
•
|
technological changes.
|
•
|
changes to existing laws or new laws or methodologies impacting our existing and anticipated international operations, fees directed specifically at the ownership and operation of communications sites or our international acquisitions, any of which laws or fees may be applied retroactively, or failure to obtain an expected tax status for which we have applied;
|
•
|
expropriation or governmental regulation restricting foreign ownership or requiring reversion or divestiture;
|
•
|
laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;
|
•
|
changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;
|
•
|
changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites;
|
•
|
actions restricting or revoking our tenants’ spectrum licenses or suspending or terminating business under prior licenses;
|
•
|
failure to comply with anti-bribery laws such as the Foreign Corrupt Practices Act or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements;
|
•
|
material site issues related to security, fuel availability and reliability of electrical grids;
|
•
|
significant increases in, or implementation of new, license surcharges on our revenue;
|
•
|
price setting or other similar laws or regulations for the sharing of passive infrastructure; and
|
•
|
uncertain or inconsistent laws, regulations, rulings or results from legal or judicial systems, which may be applied retroactively, and delays in the judicial process.
|
•
|
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
an
d preferred stock dividends;
|
•
|
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;
|
•
|
limiting our ability to obtain additional debt or equity financing, thereby 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; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
|
•
|
we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
|
•
|
we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate tax rates; and
|
•
|
we will be disqualified from REIT tax treatment for the four taxable years immediately following the year during which we were so disqualified.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Country
|
|
Function
|
|
Size (approximate
square feet)
|
|
Property Interest
|
|
U.S. Offices
|
|
|
|
|
|
|
|
Boston, MA
|
|
Corporate Headquarters
|
|
39,800
|
|
|
Leased
|
Boca Raton, FL
|
|
Managed Sites Headquarters
|
|
22,400
|
|
|
Leased
|
Miami, FL
|
|
Latin America Operations Center
|
|
6,300
|
|
|
Leased
|
Atlanta, GA
|
|
Network Operations and Program Management Office Field Personnel
|
|
21,400
|
|
|
Leased
|
Marlborough, MA
|
|
Information Technology Headquarters
|
|
24,000
|
|
|
Leased
|
Woburn, MA
|
|
U.S. Tower Division Headquarters, Accounting, Lease Administration, Site Leasing Management and Broadcast Division Headquarters
|
|
163,200
|
|
|
Owned
|
Cary, NC
|
|
U.S. Tower Division, Network Operations Center and Engineering Services Headquarters
|
|
44,300
|
|
|
Owned(1)
|
Asia Offices
|
|
|
|
|
|
|
|
Delhi, India
|
|
India Headquarters
|
|
7,200
|
|
|
Leased
|
Gurgaon, India
|
|
India Operations Center
|
|
78,800
|
|
|
Leased
|
Singapore
|
|
Asia Finance and Administration
|
|
90
|
|
|
Leased
|
EMEA Offices
|
|
|
|
|
|
|
|
Ratingen, Germany
|
|
Germany Headquarters
|
|
12,500
|
|
|
Leased(2)
|
Accra, Ghana
|
|
Ghana Headquarters
|
|
18,500
|
|
|
Leased
|
Amsterdam, Netherlands
|
|
American Tower International Headquarters
|
|
2,400
|
|
|
Leased
|
Lagos, Nigeria
|
|
Nigeria Headquarters
|
|
8,900
|
|
|
Leased
|
Johannesburg, South Africa
|
|
South Africa Headquarters
|
|
18,800
|
|
|
Leased(3)
|
Kampala, Uganda
|
|
Uganda Headquarters
|
|
8,800
|
|
|
Leased
|
Latin America Offices
|
|
|
|
|
|
|
|
Buenos Aires, Argentina
|
|
Argentina Headquarters
|
|
4,200
|
|
|
Leased
|
Sao Paulo, Brazil
|
|
Brazil Headquarters
|
|
38,400
|
|
|
Leased
|
Santiago, Chile
|
|
Chile Headquarters
|
|
6,900
|
|
|
Leased
|
Bogota, Colombia
|
|
Colombia Headquarters
|
|
13,800
|
|
|
Leased
|
San Jose, Costa Rica
|
|
Costa Rica Headquarters
|
|
2,400
|
|
|
Leased
|
Mexico City, Mexico
|
|
Mexico Headquarters
|
|
32,700
|
|
|
Leased
|
Lima, Peru
|
|
Peru Headquarters
|
|
3,700
|
|
|
Leased
|
•
|
A guyed tower includes a series of cables attaching separate levels of the tower to anchor foundations in the ground and can reach heights of up to 2,000 feet. A guyed tower site for a typical broadcast tower can consist of a tract of land of up to 20 acres.
|
•
|
A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower can reach heights of up to 1,000 feet. Depending on the height of the tower, a lattice tower site for a typical wireless communications tower can consist of a tract of land of 10,000 square feet for a rural site or fewer than 2,500 square feet for a metropolitan site.
|
•
|
A monopole tower is a tubular structure that is used primarily to address space constraints or aesthetic concerns. Monopoles typically have heights ranging from 50 to 200 feet. A monopole tower site used in metropolitan areas for a typical wireless communications tower can consist of a tract of land of fewer than 2,500 square feet.
|
•
|
Rooftop towers are primarily used in metropolitan areas in our Asia, EMEA and Latin America markets, where locations for traditional tower structures are unavailable. Rooftop towers typically have heights ranging from 10 to 100 feet.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2016
|
|
High
|
|
Low
|
||||
Quarter ended March 31
|
|
|
$102.93
|
|
|
|
$83.07
|
|
Quarter ended June 30
|
|
113.63
|
|
|
101.87
|
|
||
Quarter ended September 30
|
|
118.26
|
|
|
107.57
|
|
||
Quarter ended December 31
|
|
118.09
|
|
|
99.72
|
|
||
2015
|
|
High
|
|
Low
|
||||
Quarter ended March 31
|
|
|
$101.88
|
|
|
|
$93.21
|
|
Quarter ended June 30
|
|
98.64
|
|
|
91.99
|
|
||
Quarter ended September 30
|
|
101.54
|
|
|
86.83
|
|
||
Quarter ended December 31
|
|
104.12
|
|
|
87.23
|
|
Declaration Date
|
|
Payment Date
|
|
Record Date
|
|
Distribution per share
|
|
Aggregate Payment Amount (in millions) (1)
|
||||
Common Stock
|
|
|
|
|
|
|
|
|
||||
March 9, 2016
|
|
April 28, 2016
|
|
April 12, 2016
|
|
$
|
0.51
|
|
|
$
|
216.5
|
|
June 2, 2016
|
|
July 15, 2016
|
|
June 17, 2016
|
|
0.53
|
|
|
225.4
|
|
||
September 16, 2016
|
|
October 17, 2016
|
|
September 30, 2016
|
|
0.55
|
|
|
234.1
|
|
||
December 14, 2016
|
|
January 13, 2017
|
|
December 28, 2016
|
|
0.58
|
|
|
247.7
|
|
||
Series A Preferred Stock
|
|
|
|
|
|
|
|
|
||||
January 14, 2016
|
|
February 16, 2016
|
|
February 1, 2016
|
|
$
|
1.3125
|
|
|
$
|
7.9
|
|
April 16, 2016
|
|
May 16, 2016
|
|
May 1, 2016
|
|
1.3125
|
|
|
7.9
|
|
||
July 22, 2016
|
|
August 15, 2016
|
|
August 1, 2016
|
|
1.3125
|
|
|
7.9
|
|
||
October 15, 2016
|
|
November 15, 2016
|
|
November 1, 2016
|
|
1.3125
|
|
|
7.9
|
|
||
Series B Preferred Stock
|
|
|
|
|
|
|
|
|
||||
January 14, 2016
|
|
February 16, 2016
|
|
February 1, 2016
|
|
$
|
13.75
|
|
|
$
|
18.9
|
|
April 16, 2016
|
|
May 16, 2016
|
|
May 1, 2016
|
|
13.75
|
|
|
18.9
|
|
||
July 22, 2016
|
|
August 15, 2016
|
|
August 1, 2016
|
|
13.75
|
|
|
18.9
|
|
||
October 15, 2016
|
|
November 15, 2016
|
|
November 1, 2016
|
|
13.75
|
|
|
18.9
|
|
Declaration Date
|
|
Payment Date
|
|
Record Date
|
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) (1) |
||||
Common Stock
|
|
|
|
|
|
|
|
|
||||
March 5, 2015
|
|
April 28, 2015
|
|
April 10, 2015
|
|
$
|
0.42
|
|
|
$
|
177.7
|
|
May 21, 2015
|
|
July 16, 2015
|
|
June 17, 2015
|
|
0.44
|
|
|
186.2
|
|
||
September 10, 2015
|
|
October 7, 2015
|
|
September 23, 2015
|
|
0.46
|
|
|
194.8
|
|
||
December 3, 2015
|
|
January 13, 2016
|
|
December 16, 2015
|
|
0.49
|
|
|
207.7
|
|
||
Series A Preferred Stock
|
|
|
|
|
|
|
|
|
||||
April 14, 2015
|
|
May 15, 2015
|
|
May 1, 2015
|
|
$
|
1.3125
|
|
|
$
|
7.9
|
|
July 15, 2015
|
|
August 17, 2015
|
|
August 1, 2015
|
|
1.3125
|
|
|
7.9
|
|
||
October 20, 2015
|
|
November 16, 2015
|
|
November 1, 2015
|
|
1.3125
|
|
|
7.9
|
|
||
Series B Preferred Stock
|
|
|
|
|
|
|
|
|
||||
April 14, 2015
|
|
May 15, 2015
|
|
May 1, 2015
|
|
$
|
11.1528
|
|
|
$
|
15.3
|
|
July 15, 2015
|
|
August 17, 2015
|
|
August 1, 2015
|
|
13.75
|
|
|
18.9
|
|
||
October 20, 2015
|
|
November 16, 2015
|
|
November 1, 2015
|
|
13.75
|
|
|
18.9
|
|
|
|
Cumulative Total Returns
|
||||||||||||||||||||||
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||||||||
American Tower Corporation
|
|
$
|
100.00
|
|
|
$
|
130.43
|
|
|
$
|
136.68
|
|
|
$
|
171.89
|
|
|
$
|
171.88
|
|
|
$
|
191.16
|
|
S&P 500 Index
|
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
Dow Jones U.S. Telecommunications Equipment Index
|
|
100.00
|
|
|
109.75
|
|
|
133.28
|
|
|
153.54
|
|
|
136.95
|
|
|
163.17
|
|
||||||
FTSE NAREIT All Equity REITs Index
|
|
100.00
|
|
|
119.70
|
|
|
123.12
|
|
|
157.63
|
|
|
162.08
|
|
|
176.07
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property
|
|
$
|
5,713,126
|
|
|
$
|
4,680,388
|
|
|
$
|
4,006,854
|
|
|
$
|
3,287,090
|
|
|
$
|
2,803,490
|
|
Services
|
|
72,542
|
|
|
91,128
|
|
|
93,194
|
|
|
74,317
|
|
|
72,470
|
|
|||||
Total operating revenues
|
|
5,785,668
|
|
|
4,771,516
|
|
|
4,100,048
|
|
|
3,361,407
|
|
|
2,875,960
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of operations (exclusive of items shown separately below)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property
|
|
1,762,694
|
|
|
1,275,436
|
|
|
1,056,177
|
|
|
828,742
|
|
|
686,681
|
|
|||||
Services
|
|
27,695
|
|
|
33,432
|
|
|
38,088
|
|
|
31,131
|
|
|
35,798
|
|
|||||
Depreciation, amortization and accretion
|
|
1,525,635
|
|
|
1,285,328
|
|
|
1,003,802
|
|
|
800,145
|
|
|
644,276
|
|
|||||
Selling, general, administrative and development expense
|
|
543,395
|
|
|
497,835
|
|
|
446,542
|
|
|
415,545
|
|
|
327,301
|
|
|||||
Other operating expenses
|
|
73,220
|
|
|
66,696
|
|
|
68,517
|
|
|
71,539
|
|
|
62,185
|
|
|||||
Total operating expenses
|
|
3,932,639
|
|
|
3,158,727
|
|
|
2,613,126
|
|
|
2,147,102
|
|
|
1,756,241
|
|
|||||
Operating income
|
|
1,853,029
|
|
|
1,612,789
|
|
|
1,486,922
|
|
|
1,214,305
|
|
|
1,119,719
|
|
|||||
Interest income, TV Azteca, net
|
|
10,960
|
|
|
11,209
|
|
|
10,547
|
|
|
22,235
|
|
|
14,258
|
|
|||||
Interest income
|
|
25,618
|
|
|
16,479
|
|
|
14,002
|
|
|
9,706
|
|
|
7,680
|
|
|||||
Interest expense
|
|
(717,125
|
)
|
|
(595,949
|
)
|
|
(580,234
|
)
|
|
(458,296
|
)
|
|
(401,665
|
)
|
|||||
Gain (loss) on retirement of long-term obligations
|
|
1,168
|
|
|
(79,606
|
)
|
|
(3,473
|
)
|
|
(38,701
|
)
|
|
(398
|
)
|
|||||
Other expense (1)
|
|
(47,790
|
)
|
|
(134,960
|
)
|
|
(62,060
|
)
|
|
(207,500
|
)
|
|
(38,300
|
)
|
|||||
Income from continuing operations before income taxes and income on equity method investments
|
|
1,125,860
|
|
|
829,962
|
|
|
865,704
|
|
|
541,749
|
|
|
701,294
|
|
|||||
Income tax provision
|
|
(155,501
|
)
|
|
(157,955
|
)
|
|
(62,505
|
)
|
|
(59,541
|
)
|
|
(107,304
|
)
|
|||||
Income on equity method investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Net income
|
|
970,359
|
|
|
672,007
|
|
|
803,199
|
|
|
482,208
|
|
|
594,025
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
(13,934
|
)
|
|
13,067
|
|
|
21,711
|
|
|
69,125
|
|
|
43,258
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
|
956,425
|
|
|
685,074
|
|
|
824,910
|
|
|
551,333
|
|
|
637,283
|
|
|||||
Dividends on preferred stock
|
|
(107,125
|
)
|
|
(90,163
|
)
|
|
(23,888
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
|
$
|
849,300
|
|
|
$
|
594,911
|
|
|
$
|
801,022
|
|
|
$
|
551,333
|
|
|
$
|
637,283
|
|
Net income per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
2.00
|
|
|
$
|
1.42
|
|
|
$
|
2.02
|
|
|
$
|
1.40
|
|
|
$
|
1.61
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
1.98
|
|
|
$
|
1.41
|
|
|
$
|
2.00
|
|
|
$
|
1.38
|
|
|
$
|
1.60
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
425,143
|
|
|
418,907
|
|
|
395,958
|
|
|
395,040
|
|
|
394,772
|
|
|||||
Diluted
|
|
429,283
|
|
|
423,015
|
|
|
400,086
|
|
|
399,146
|
|
|
399,287
|
|
|||||
Distribution declared per common share
|
|
$
|
2.17
|
|
|
$
|
1.81
|
|
|
$
|
1.40
|
|
|
$
|
1.10
|
|
|
$
|
0.90
|
|
Distribution declared per preferred share, Series A
|
|
$
|
5.25
|
|
|
$
|
3.94
|
|
|
$
|
3.98
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distribution declared per preferred share, Series B
|
|
$
|
55.00
|
|
|
$
|
38.65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (2)
|
|
2.11x
|
|
|
1.99x
|
|
|
2.11x
|
|
|
1.89x
|
|
|
2.32x
|
|
|||||
Ratio of earnings to combined fixed charges and preferred stock dividends (2)
|
|
1.91x
|
|
|
1.80x
|
|
|
2.05x
|
|
|
1.89x
|
|
|
2.32x
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014 (3)
|
|
2013 (3)
|
|
2012 (3)
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data: (4)
|
|
|
||||||||||||||||||
Cash and cash equivalents (including restricted cash) (5)
|
|
$
|
936,442
|
|
|
$
|
462,879
|
|
|
$
|
473,698
|
|
|
$
|
446,492
|
|
|
$
|
437,934
|
|
Property and equipment, net
|
|
10,517,258
|
|
|
9,866,424
|
|
|
7,590,112
|
|
|
7,177,728
|
|
|
5,765,856
|
|
|||||
Total assets
|
|
30,879,150
|
|
|
26,904,272
|
|
|
21,263,565
|
|
|
20,213,937
|
|
|
14,045,810
|
|
|||||
Long-term obligations, including current portion
|
|
18,533,465
|
|
|
17,119,009
|
|
|
14,540,341
|
|
|
14,408,550
|
|
|
8,709,757
|
|
|||||
Redeemable noncontrolling interest
|
|
1,091,220
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total American Tower Corporation equity
|
|
6,763,895
|
|
|
6,651,679
|
|
|
3,953,560
|
|
|
3,534,165
|
|
|
3,573,101
|
|
(1)
|
For the years ended December 31,
2016
,
2015
,
2014
,
2013
and
2012
, amount includes unrealized foreign currency losses of $23.4 million, $71.5 million, $49.3 million, $211.7 million and $34.3 million, respectively.
|
(2)
|
For the purpose 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.
|
(3)
|
Balances have been revised to reflect debt issuance cost adjustments.
|
(4)
|
Balances have been revised to reflect purchase accounting measurement period adjustments for the years ended December 31, 2014, 2013 and 2012.
|
(5)
|
As of December 31,
2016
,
2015
,
2014
,
2013
and
2012
, amount includes
$149.3 million
, $142.2 million, $160.2 million, $152.9 million and $69.3 million, respectively, of restricted funds pledged as collateral to secure obligations and cash, the use of which is otherwise limited by contractual provisions.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Number of
Owned Towers
|
|
Number of
Operated
Towers (1)
|
|
Number of
Owned DAS Sites |
|||
Domestic:
|
|
|
|
|
|
|
|||
United States
|
|
23,385
|
|
|
16,685
|
|
|
344
|
|
Asia:
|
|
|
|
|
|
|
|||
India
|
|
57,687
|
|
|
—
|
|
|
258
|
|
EMEA:
|
|
|
|
|
|
|
|||
Germany
|
|
2,201
|
|
|
—
|
|
|
—
|
|
Ghana
|
|
2,145
|
|
|
—
|
|
|
18
|
|
Nigeria
|
|
4,742
|
|
|
—
|
|
|
—
|
|
South Africa
|
|
2,362
|
|
|
—
|
|
|
—
|
|
Uganda
|
|
1,393
|
|
|
—
|
|
|
—
|
|
EMEA total
|
|
12,843
|
|
|
—
|
|
|
18
|
|
Latin America (2):
|
|
|
|
|
|
|
|||
Brazil
|
|
16,279
|
|
|
2,268
|
|
|
67
|
|
Chile
|
|
1,253
|
|
|
—
|
|
|
8
|
|
Colombia
|
|
3,067
|
|
|
706
|
|
|
1
|
|
Costa Rica
|
|
486
|
|
|
—
|
|
|
1
|
|
Mexico
|
|
8,616
|
|
|
199
|
|
|
68
|
|
Peru
|
|
645
|
|
|
—
|
|
|
—
|
|
Latin America total
|
|
30,346
|
|
|
3,173
|
|
|
145
|
|
(1)
|
Approximately 97% of the operated towers are held pursuant to long-term capital leases, including those subject to purchase options.
|
(2)
|
In Argentina, we own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
|
•
|
Growth in tenant billings, including:
|
•
|
New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year period;
|
•
|
New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments; and
|
•
|
Contractual rent escalations on existing tenant leases, net of churn.
|
•
|
Revenue growth from other items, including additional tenant payments to cover costs, such as ground rent or power and fuel costs (“pass-through”) included in certain tenant leases, straight-line revenue and decommissioning.
|
•
|
In less advanced wireless markets where initial voice and data networks are still being deployed, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks. We have established operations in many of these markets at the early stages of wireless development, which we believe will enable us to meaningfully participate in these deployments over the long term.
|
•
|
Subscribers’ use of wireless data continues to grow rapidly given increasing smartphone and other advanced device penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the mobile ecosystem. We believe carriers will be compelled to deploy additional equipment on existing networks while also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this increasing wireless data usage.
|
•
|
The deployment of advanced wireless technology across existing wireless networks will provide higher speed data services and further enable fixed broadband substitution. As a result, we expect that our tenants will continue deploying additional equipment across their existing networks.
|
•
|
Wireless service providers compete based on the quality of their existing wireless networks, which is driven by capacity and coverage. To maintain or improve their network performance as overall network usage increases, our tenants continue deploying additional equipment across their existing sites while also adding new cell sites. We anticipate increasing network densification over the next several years, as existing network infrastructure is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage.
|
•
|
Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites and equipment to their networks as they seek to optimize their network configuration and utilize additional spectrum.
|
New Sites (Acquired or Constructed)
|
2016
|
|
2015
|
|
2014
|
|||
U.S.
|
65
|
|
|
11,595
|
|
|
900
|
|
Asia
|
43,865
|
|
|
2,330
|
|
|
1,560
|
|
EMEA
|
665
|
|
|
4,910
|
|
|
190
|
|
Latin America
|
715
|
|
|
6,535
|
|
|
5,800
|
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
3,370,033
|
|
|
$
|
3,157,501
|
|
|
$
|
2,639,790
|
|
|
7
|
%
|
|
20
|
%
|
Asia
|
827,627
|
|
|
242,223
|
|
|
219,566
|
|
|
242
|
|
|
10
|
|
|||
EMEA
|
529,531
|
|
|
395,092
|
|
|
315,053
|
|
|
34
|
|
|
25
|
|
|||
Latin America
|
985,935
|
|
|
885,572
|
|
|
832,445
|
|
|
11
|
|
|
6
|
|
|||
Total property
|
5,713,126
|
|
|
4,680,388
|
|
|
4,006,854
|
|
|
22
|
|
|
17
|
|
|||
Services
|
72,542
|
|
|
91,128
|
|
|
93,194
|
|
|
(20
|
)
|
|
(2
|
)
|
|||
Total revenues
|
$
|
5,785,668
|
|
|
$
|
4,771,516
|
|
|
$
|
4,100,048
|
|
|
21
|
%
|
|
16
|
%
|
•
|
Tenant billings growth of $257.1 million, which was driven by:
|
•
|
$128.8 million due to colocations and amendments;
|
•
|
$91.3 million generated from newly acquired or constructed sites, including sites associated with the Verizon Transaction;
|
•
|
$34.1 million from contractual escalations, net of churn; and
|
•
|
$2.9 million from other tenant billings.
|
•
|
Tenant billings growth of $368.9 million, which was driven by:
|
•
|
$341.2 million generated from newly acquired sites, primarily due to the Viom Acquisition;
|
•
|
$22.2 million due to colocations and amendments;
|
•
|
$8.6 million generated from newly constructed sites;
|
•
|
Partially offset by,
|
▪
|
A decrease of $2.2 million from churn in excess of contractual escalations;
|
▪
|
A decrease of $0.9 million from other tenant billings;
|
•
|
Pass-through revenue growth of $243.6 million, primarily due to the Viom Acquisition; and
|
•
|
Tenant billings growth of $124.1 million, which was driven by:
|
•
|
$82.8 million generated from newly acquired or constructed sites, including sites acquired from Airtel in Nigeria;
|
•
|
$22.1 million due to colocations and amendments;
|
•
|
$17.4 million from contractual escalations, net of churn;
|
•
|
$1.8 million from other tenant billings; and
|
•
|
Pass-through revenue growth of $65.6 million;
|
•
|
Partially offset by a decrease of $4.6 million, attributable in part to the impact of straight-line accounting.
|
•
|
Tenant billings growth of $131.3 million, which was driven by:
|
•
|
$49.5 million generated from newly acquired or constructed sites;
|
•
|
$42.5 million from contractual escalations, net of churn;
|
•
|
$37.2 million due to colocations and amendments;
|
•
|
$2.1 million from other tenant billings;
|
•
|
Pass-through revenue growth of $60.6 million; and
|
•
|
An increase of $5.7 million in other revenue, primarily due to a $12.8 million impact of straight-line accounting offset in part by a $7.0 million reduction in revenue resulting from a judicial reorganization of a tenant in Brazil.
|
•
|
Tenant billings growth of $458.6 million, which was driven by:
|
•
|
$296.5 million generated from newly acquired sites, primarily due to the Verizon Transaction;
|
•
|
$141.3 million due to colocations and amendments;
|
•
|
$19.0 million from contractual escalations, net of churn;
|
•
|
$7.2 million generated from newly constructed sites;
|
•
|
Partially offset by a decrease of $5.4 million in other tenant billings; and
|
•
|
$59.1 million of other revenue growth, attributable in part to the impact of straight-line accounting.
|
•
|
Tenant billings growth of $25.7 million, which was driven by:
|
•
|
$11.2 million generated from newly acquired or constructed sites;
|
•
|
$17.4 million due to colocations and amendments;
|
•
|
Partially offset by,
|
▪
|
A decrease of $2.8 million from churn in excess of contractual escalations;
|
▪
|
A decrease of $0.1 million from other tenant billings;
|
•
|
Pass-through revenue growth of $9.2 million; and
|
•
|
Tenant billings growth of $113.6 million, which was driven by:
|
•
|
$80.5 million generated from newly acquired or constructed sites;
|
•
|
$16.7 million due to colocations and amendments;
|
•
|
$16.4 million from contractual escalations, net of churn; and
|
•
|
Pass-through revenue growth of $33.1 million;
|
•
|
Partially offset by a decrease of $4.4 million, primarily due to the $3.4 million impact of straight-line accounting.
|
•
|
Tenant billings growth of $204.4 million, which was driven by:
|
•
|
$134.4 million generated from newly acquired or constructed sites, primarily due to the TIM Celular S.A. (“TIM”) acquisition;
|
•
|
$41.6 million due to colocations and amendments;
|
•
|
$24.5 million from contractual escalations, net of churn;
|
•
|
$3.9 million from other tenant billings;
|
•
|
Pass-through revenue growth of $103.3 million; and
|
•
|
An increase of $13.2 million in other revenue, primarily due to a $14.5 million impact of straight-line accounting.
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
2,636,630
|
|
|
$
|
2,479,002
|
|
|
$
|
2,124,048
|
|
|
6
|
%
|
|
17
|
%
|
Asia
|
361,689
|
|
|
115,349
|
|
|
97,769
|
|
|
214
|
|
|
18
|
|
|||
EMEA
|
305,815
|
|
|
231,272
|
|
|
188,339
|
|
|
32
|
|
|
23
|
|
|||
Latin America
|
659,008
|
|
|
592,152
|
|
|
552,465
|
|
|
11
|
|
|
7
|
|
|||
Total property
|
3,963,142
|
|
|
3,417,775
|
|
|
2,962,621
|
|
|
16
|
|
|
15
|
|
|||
Services
|
45,535
|
|
|
58,135
|
|
|
55,546
|
|
|
(22
|
)%
|
|
5
|
%
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $54.9 million. Direct expense growth was primarily due to sites associated with the Verizon Transaction.
|
•
|
The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $18.6 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $357.7 million. Direct expense growth was primarily due to sites associated with the Viom Acquisition.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $32.8 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $92.7 million. Direct expense growth was primarily due to sites acquired from Airtel.
|
•
|
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $32.3 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $65.6 million. Direct expense growth was primarily due to newly acquired or constructed sites.
|
•
|
The decrease in services segment gross margin was attributable to the decrease in revenue described above.
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $162.8 million. Direct expense growth was primarily due to sites associated with the Verizon Transaction.
|
•
|
The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $6.5 million attributable to the impact of foreign currency translation on direct expenses. Gross margin growth was partially offset by an increase in direct expenses of $11.6 million. Direct expense growth was primarily due to newly acquired or constructed sites.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $23.9 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $61.0 million. Direct expense growth was primarily due to sites acquired from Airtel.
|
•
|
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $95.5 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $109.6 million. Direct expense growth was primarily due to sites acquired from TIM.
|
•
|
The increase in services segment gross margin was primarily attributable to efficiencies in our tower services.
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
147,559
|
|
|
$
|
138,617
|
|
|
$
|
124,944
|
|
|
6
|
%
|
|
11
|
%
|
Asia
|
48,238
|
|
|
22,771
|
|
|
19,632
|
|
|
112
|
|
|
16
|
|
|||
EMEA
|
60,903
|
|
|
48,672
|
|
|
39,553
|
|
|
25
|
|
|
23
|
|
|||
Latin America
|
60,690
|
|
|
62,111
|
|
|
66,890
|
|
|
(2
|
)
|
|
(7
|
)
|
|||
Total property
|
317,390
|
|
|
272,171
|
|
|
251,019
|
|
|
17
|
|
|
8
|
|
|||
Services
|
12,510
|
|
|
15,724
|
|
|
12,469
|
|
|
(20
|
)
|
|
26
|
|
|||
Other (1)
|
213,495
|
|
|
209,940
|
|
|
183,054
|
|
|
2
|
|
|
15
|
|
|||
Total selling, general, administrative and development expense
|
$
|
543,395
|
|
|
$
|
497,835
|
|
|
$
|
446,542
|
|
|
9
|
%
|
|
11
|
%
|
(1)
|
Certain expenses previously reflected in segment SG&A for the year ended December 31, 2014 have been reclassified and are now reflected as Other SG&A.
|
•
|
The increases in each of our U.S., Asia and EMEA property segments’ SG&A were primarily driven by increased personnel costs to support our business, including additional costs associated the Viom Acquisition in our Asia property segment. The EMEA property segment SG&A increase also included an increase in bad debt expense of $2.2 million and was partially offset by the impact of foreign currency fluctuations. The increase in the Asia property segment SG&A was partially offset by the reversal of bad debt expense of $1.4 million.
|
•
|
The decrease in our Latin America property segment SG&A was primarily due to the impacts of foreign currency fluctuations and a decrease in bad debt expense, partially offset by increased personnel costs to support the growth of our business.
|
•
|
The decrease in our services segment SG&A was primarily attributable to a decrease in personnel costs from a lower volume of business in our tower services group.
|
•
|
The increase in other SG&A of $4.6 million was attributable to an increase in corporate and international headquarters SG&A, partially offset by a decrease in stock-based compensation expense of $1.0 million.
|
•
|
The increases in our U.S., Asia and EMEA property segments’ SG&A were primarily driven by increasing personnel costs to support our business, including additional costs associated with transactions such as the Verizon Transaction in the U.S. and the Airtel acquisition in EMEA. The EMEA property SG&A increase included an increase in bad debt expense and was partially offset by a decrease attributable to the impacts of foreign currency fluctuations.
|
•
|
The decrease in our Latin America property segment SG&A was primarily due to the impact of foreign currency fluctuations, partially offset by increased personnel costs to support the growth of our business and an increase in bad debt expense.
|
•
|
The increase in services segment SG&A was primarily due to increased personnel costs.
|
•
|
The increase in other SG&A was due to an increase in corporate SG&A of $16.7 million and an increase in stock-based compensation expense of $10.2 million. Corporate SG&A reflects an increase in legal costs, as corporate SG&A during the year ended December 31, 2014 was favorably impacted by the recovery of legal expenses. In addition, during the year ended December 31, 2015, corporate SG&A increased due to an increase in personnel costs to support our business.
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
2,489,071
|
|
|
$
|
2,340,385
|
|
|
$
|
1,999,104
|
|
|
6
|
%
|
|
17
|
%
|
Asia
|
313,451
|
|
|
92,578
|
|
|
78,137
|
|
|
239
|
|
|
18
|
|
|||
EMEA
|
244,912
|
|
|
182,600
|
|
|
148,786
|
|
|
34
|
|
|
23
|
|
|||
Latin America
|
598,318
|
|
|
530,041
|
|
|
485,575
|
|
|
13
|
|
|
9
|
|
|||
Total property
|
3,645,752
|
|
|
3,145,604
|
|
|
2,711,602
|
|
|
16
|
|
|
16
|
|
|||
Services
|
33,025
|
|
|
42,411
|
|
|
43,077
|
|
|
(22
|
)%
|
|
(2
|
)%
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Depreciation, amortization and accretion
|
$
|
1,525,635
|
|
|
$
|
1,285,328
|
|
|
$
|
1,003,802
|
|
|
19
|
%
|
|
28
|
%
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Other operating expenses
|
$
|
73,220
|
|
|
$
|
66,696
|
|
|
$
|
68,517
|
|
|
10
|
%
|
|
(3
|
)%
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Total Other expense
|
$
|
727,169
|
|
|
$
|
782,827
|
|
|
$
|
621,218
|
|
|
(7
|
)%
|
|
26
|
%
|
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Income tax provision
|
|
$
|
155,501
|
|
|
$
|
157,955
|
|
|
$
|
62,505
|
|
|
(2
|
)%
|
|
153
|
%
|
Effective tax rate
|
|
13.8
|
%
|
|
19.0
|
%
|
|
7.2
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Net income
|
|
$
|
970,359
|
|
|
$
|
672,007
|
|
|
$
|
803,199
|
|
|
44
|
%
|
|
(16
|
)%
|
Income tax provision
|
|
155,501
|
|
|
157,955
|
|
|
62,505
|
|
|
(2
|
)
|
|
153
|
|
|||
Other expense
|
|
47,790
|
|
|
134,960
|
|
|
62,060
|
|
|
(65
|
)
|
|
117
|
|
|||
(Gain) loss on retirement of long-term obligations
|
|
(1,168
|
)
|
|
79,606
|
|
|
3,473
|
|
|
(101
|
)
|
|
2,192
|
|
|||
Interest expense
|
|
717,125
|
|
|
595,949
|
|
|
580,234
|
|
|
20
|
|
|
3
|
|
|||
Interest income
|
|
(25,618
|
)
|
|
(16,479
|
)
|
|
(14,002
|
)
|
|
55
|
|
|
18
|
|
|||
Other operating expenses
|
|
73,220
|
|
|
66,696
|
|
|
68,517
|
|
|
10
|
|
|
(3
|
)
|
|||
Depreciation, amortization and accretion
|
|
1,525,635
|
|
|
1,285,328
|
|
|
1,003,802
|
|
|
19
|
|
|
28
|
|
|||
Stock-based compensation expense
|
|
89,898
|
|
|
90,537
|
|
|
80,153
|
|
|
(1
|
)
|
|
13
|
|
|||
Adjusted EBITDA
|
|
$
|
3,552,742
|
|
|
$
|
3,066,559
|
|
|
$
|
2,649,941
|
|
|
16
|
%
|
|
16
|
%
|
|
Year Ended December 31,
|
|
Percent Change 2016 vs 2015
|
|
Percent Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Net income
|
$
|
970,359
|
|
|
$
|
672,007
|
|
|
$
|
803,199
|
|
|
44
|
%
|
|
(16
|
)%
|
Real estate related depreciation, amortization and accretion
|
1,358,927
|
|
|
1,128,340
|
|
|
878,714
|
|
|
20
|
|
|
28
|
|
|||
Losses from sale or disposal of real estate and real estate related impairment charges
|
54,465
|
|
|
29,427
|
|
|
18,160
|
|
|
85
|
|
|
62
|
|
|||
Dividends on preferred stock
|
(107,125
|
)
|
|
(90,163
|
)
|
|
(23,888
|
)
|
|
19
|
|
|
277
|
|
|||
Adjustments for unconsolidated affiliates and noncontrolling interest
|
(88,133
|
)
|
|
(6,429
|
)
|
|
(1,815
|
)
|
|
(1,271
|
)
|
|
(254
|
)
|
|||
NAREIT FFO attributable to American Tower Corporation common stockholders
|
$
|
2,188,493
|
|
|
$
|
1,733,182
|
|
|
$
|
1,674,370
|
|
|
26
|
|
|
4
|
|
Straight-line revenue
|
(131,660
|
)
|
|
(154,959
|
)
|
|
(123,716
|
)
|
|
(15
|
)
|
|
25
|
|
|||
Straight-line expense
|
67,764
|
|
|
56,076
|
|
|
38,378
|
|
|
21
|
|
|
46
|
|
|||
Stock-based compensation expense
|
89,898
|
|
|
90,537
|
|
|
80,153
|
|
|
(1
|
)
|
|
13
|
|
|||
Deferred portion of income tax
|
59,260
|
|
|
897
|
|
|
(6,707
|
)
|
|
6,506
|
|
|
113
|
|
|||
Non-real estate related depreciation, amortization and accretion
|
166,708
|
|
|
156,988
|
|
|
125,088
|
|
|
6
|
|
|
26
|
|
|||
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges
|
23,139
|
|
|
22,575
|
|
|
8,622
|
|
|
2
|
|
|
162
|
|
|||
Other expense (1)
|
47,790
|
|
|
134,960
|
|
|
62,060
|
|
|
(65
|
)
|
|
117
|
|
|||
(Gain) loss on retirement of long-term obligations
|
(1,168
|
)
|
|
79,606
|
|
|
3,473
|
|
|
(101
|
)
|
|
2,192
|
|
|||
Other operating expenses (2)
|
18,755
|
|
|
37,269
|
|
|
50,357
|
|
|
(50
|
)
|
|
(26
|
)
|
|||
Capital improvement capital expenditures
|
(110,249
|
)
|
|
(89,867
|
)
|
|
(75,041
|
)
|
|
23
|
|
|
20
|
|
|||
Corporate capital expenditures
|
(16,438
|
)
|
|
(16,447
|
)
|
|
(24,146
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Adjustments for unconsolidated affiliates and noncontrolling interest
|
88,133
|
|
|
6,429
|
|
|
1,815
|
|
|
1,271
|
|
|
254
|
|
|||
MIPT one-time cash tax charge (3)
|
—
|
|
|
93,044
|
|
|
—
|
|
|
(100
|
)
|
|
N/A
|
|
|||
Consolidated AFFO
|
$
|
2,490,425
|
|
|
$
|
2,150,290
|
|
|
$
|
1,814,706
|
|
|
16
|
%
|
|
18
|
%
|
Adjustments for unconsolidated affiliates and noncontrolling interests (4)
|
(90,266
|
)
|
|
(33,982
|
)
|
|
(23,554
|
)
|
|
166
|
%
|
|
44
|
%
|
|||
AFFO attributable to American Tower Corporation common stockholders
|
$
|
2,400,159
|
|
|
$
|
2,116,308
|
|
|
$
|
1,791,152
|
|
|
13
|
%
|
|
18
|
%
|
(1)
|
Primarily includes realized and unrealized losses on foreign currency exchange rate fluctuations.
|
(2)
|
Primarily includes acquisition-related costs and integration costs.
|
(3)
|
As the one-time tax charge incurred in connection with the MIPT tax election is nonrecurring, we do not believe it is an indication of our operating performance and believe it is more meaningful to present AFFO excluding this impact. Accordingly, we present AFFO for the year ended December 31, 2015 before this charge.
|
(4)
|
Includes adjustments for the impact on both NAREIT FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.
|
•
|
Registered public offerings of $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) and $500.0 million aggregate principal amount of 4.400% senior unsecured notes due 2026 (the “4.400% Notes”).
|
•
|
A registered public offering of $1.0 billion aggregate principal amount of 3.375% senior unsecured notes due 2026 (the “3.375% Notes”).
|
•
|
Registered public offerings of $600.0 million aggregate principal amount of 2.250% senior unsecured notes due 2022 (the “2.250% Notes”) and $400.0 million aggregate principal amount of 3.125% senior unsecured notes due 2027 (the “3.125% Notes”).
|
•
|
Amendment of our multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013 Credit Facility”), our senior unsecured revolving credit facility entered into in January 2012, as amended and restated in September 2014, as further amended (the “2014 Credit Facility”) and our unsecured term loan entered into in October 2013, as amended (the “Term Loan”) to, among other things, extend the maturity dates by one year.
|
Available under the 2013 Credit Facility
|
$
|
2,210,025
|
|
Available under the 2014 Credit Facility
|
615,000
|
|
|
Letters of credit
|
(10,512
|
)
|
|
Total available under credit facilities, net
|
2,814,513
|
|
|
Cash and cash equivalents (1)
|
787,161
|
|
|
Total liquidity
|
$
|
3,601,674
|
|
(1)
|
Includes $238.7 million from the establishment of our joint venture, ATC Europe, to which we contributed our German business in exchange for an investment from our partner, PGGM.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,703,604
|
|
|
$
|
2,183,052
|
|
|
$
|
2,134,589
|
|
Investing activities
|
(2,107,446
|
)
|
|
(7,741,735
|
)
|
|
(1,949,548
|
)
|
|||
Financing activities
|
(99,294
|
)
|
|
5,589,101
|
|
|
(134,591
|
)
|
|||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents
|
(30,389
|
)
|
|
(23,224
|
)
|
|
(30,534
|
)
|
|||
Net increase in cash and cash equivalents
|
$
|
466,475
|
|
|
$
|
7,194
|
|
|
$
|
19,916
|
|
•
|
An increase in our operating profit of $490.8 million;
|
•
|
An increase of approximately $67.1 million in cash paid for interest; and
|
•
|
A decrease of approximately $60.8 million in cash paid for taxes.
|
•
|
An increase in our operating profit of $433.3 million;
|
•
|
An increase of approximately $87.8 million in cash paid for taxes, driven primarily by the MIPT one-time cash tax charge of $93.0 million;
|
•
|
A decrease in capital contributions, tenant settlements and other prepayments of approximately $99.0 million;
|
•
|
An increase of approximately $29.9 million in cash paid for interest;
|
•
|
A decrease of approximately $34.9 million in termination and decommissioning fees;
|
•
|
A decrease of approximately $49.0 million in tenant receipts due to timing; and
|
•
|
A decrease due to the non-recurrence of a 2014 value added tax refund of approximately $60.3 million.
|
•
|
We spent approximately $1.1 billion for the Viom Acquisition.
|
•
|
We spent
$701.4 million
for capital expenditures, as follows (in millions):
|
Discretionary capital projects (1)
|
$
|
149.7
|
|
Ground lease purchases
|
153.3
|
|
|
Capital improvements and corporate expenditures (2)
|
126.7
|
|
|
Redevelopment
|
147.4
|
|
|
Start-up capital projects
|
124.3
|
|
|
Total capital expenditures
|
$
|
701.4
|
|
(1)
|
Includes the construction of
1,869
communications sites globally.
|
(2)
|
Includes $18.9 million of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes and capital leases in the cash flow from financing activities in our consolidated statement of cash flows.
|
•
|
We spent $5.059 billion for the Verizon Transaction.
|
•
|
We spent $796.9 million for the acquisition of 5,483 communications sites from TIM in Brazil.
|
•
|
We spent $1.1 billion for the acquisition of
4,716
communications sites from certain of Airtel’s subsidiaries in Nigeria.
|
•
|
We spent $728.8 million for capital expenditures, as follows (in millions):
|
Discretionary capital projects (1)
|
$
|
245.1
|
|
Ground lease purchases
|
140.5
|
|
|
Capital improvements and corporate expenditures
|
106.3
|
|
|
Redevelopment
|
162.1
|
|
|
Start-up capital projects
|
74.8
|
|
|
Total capital expenditures
|
$
|
728.8
|
|
(1)
|
Includes the construction of 3,235 communications sites globally and the installation of 17 shared generators domestically.
|
Discretionary capital projects (1)
|
$
|
145
|
|
to
|
$
|
175
|
|
Ground lease purchases
|
150
|
|
to
|
160
|
|
||
Capital improvements and corporate expenditures
|
155
|
|
to
|
165
|
|
||
Redevelopment
|
185
|
|
to
|
215
|
|
||
Start-up capital projects
|
165
|
|
to
|
185
|
|
||
Total capital expenditures
|
$
|
800
|
|
to
|
$
|
900
|
|
(1)
|
Includes the construction of approximately 2,500 to 3,500 communications sites globally.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Proceeds from issuance of senior notes, net
|
$
|
3,236.4
|
|
|
$
|
1,492.3
|
|
|
$
|
1,415.8
|
|
(Repayments of) proceeds from credit facilities, net
|
(1,277.1
|
)
|
|
2,105.0
|
|
|
(841.0
|
)
|
|||
(Repayments of) proceeds from term loan
|
(1,000.0
|
)
|
|
500.0
|
|
|
—
|
|
|||
Distributions paid on common and preferred stock
|
(993.2
|
)
|
|
(795.5
|
)
|
|
(420.6
|
)
|
|||
Repayments of securitized notes
|
(161.1
|
)
|
|
(964.9
|
)
|
|
—
|
|
|||
Proceeds from the issuance of common stock, net
|
—
|
|
|
2,440.3
|
|
|
—
|
|
|||
Proceeds from the issuance of preferred stock, net
|
—
|
|
|
1,337.9
|
|
|
583.1
|
|
|||
Proceeds from issuance of securitized notes
|
—
|
|
|
875.0
|
|
|
—
|
|
|||
Repayment of senior notes
|
—
|
|
|
(1,100.0
|
)
|
|
—
|
|
|
|
|
Amount Outstanding (INR)
|
|
Amount Outstanding (USD)
|
|
Interest Rate (Range)
|
|
Maturity Date (Range)
|
||||
Term loans
|
|
31,326
|
|
|
$
|
461.2
|
|
|
8.15% - 11.15%
|
|
|
March 31, 2017 - November 30, 2024
|
|
Debenture
|
|
6,000
|
|
|
$
|
88.3
|
|
|
9.90
|
%
|
|
April 28, 2020
|
|
Working capital facilities
|
|
0
|
|
|
$
|
0
|
|
|
8.70% - 11.70%
|
|
|
January 31, 2017 - October 23, 2017
|
(1)
|
Represents anticipated repayment date; final legal maturity is March 15, 2043.
|
(2)
|
Represents anticipated repayment date; final legal maturity is March 15, 2048.
|
(3)
|
Represents anticipated repayment date; final legal maturity is June 15, 2045.
|
(4)
|
Represents anticipated repayment date; final legal maturity is June 15, 2050.
|
(5)
|
Secured debt assumed by us in connection with our acquisition of MIPT. Maturity date represents anticipated repayment date; final legal maturity is March 15, 2042. On February 15, 2017, we repaid all amounts outstanding under the 2012 GTP Notes.
|
(6)
|
Secured debt assumed by us in connection with the Unison Acquisition; final legal maturity date is April 15, 2040. On February 15, 2017, we repaid all amounts outstanding under the Unison Notes.
|
(7)
|
Debt includes India working capital facility, remaining debt assumed by us in connection with the Viom Acquisition and debt that has been entered into by ATC TIPL. Maturity dates begin March 31, 2017. Denominated in INR.
|
(8)
|
Preference Shares classified as debt, assumed by us in connection with the Viom Acquisition. The shares are to be redeemed in equal parts on March 26, 2017 and March 26, 2018.
|
(9)
|
Reflects balances owed to our joint venture partners in Ghana and Uganda. The Ghana loan is denominated in GHS and the Uganda loan was denominated in USD. Effective January 1, 2017, this loan, which had an outstanding balance of $80.0 million, was converted by the holder to a new shareholder note for
$31.8 million
, bearing interest at 16.6% per annum. The remaining balance of the Uganda loan was converted into equity.
|
(10)
|
Includes the BR Towers debentures, which are denominated in BRL and amortize through October 15, 2023, the South African credit facility, which is denominated in ZAR and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in COP and amortizes through April 24, 2021 and the Brazil credit facility, which is denominated in BRL and matures on January 15, 2022.
|
(11)
|
On February 10, 2017, we redeemed all of the outstanding 7.25% Notes.
|
(12)
|
Includes payments under non-cancellable initial terms, as well as payments for certain renewal periods at our option, which we expect to renew because failure to renew could result in a loss of the applicable communications sites and related revenues from tenant leases.
|
(13)
|
Primarily represents our asset retirement obligations and excludes certain other non-current liabilities included in our consolidated balance sheet, primarily our straight-line rent liability for which cash payments are included in operating lease payments and unearned revenue that is not payable in cash.
|
(14)
|
Excludes $54.0 million of liabilities for unrecognized tax positions and $20.8 million of accrued income tax related interest and penalties included in our consolidated balance sheet as we are uncertain as to when and if the amounts may be settled. Settlement of such amounts could require the use of cash flows generated from operations. We expect the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe. However, based on the status of these items and the amount of uncertainty associated with the outcome and timing of audit settlements, we are currently unable to estimate the impact of the amount of such changes, if any, to previously recorded uncertain tax positions.
|
|
|
|
|
Compliance Tests For 12 Months Ended
December 31, 2016
($ in billions)
|
||
|
|
Ratio (1)
|
|
Additional Debt Capacity Under Covenants (2)
|
|
Capacity for Adjusted EBITDA Decrease Under Covenants (3)
|
Consolidated Total Leverage Ratio
|
|
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
|
|
~ $3.8
|
|
~ $0.6
|
Consolidated Senior Secured Leverage Ratio
|
|
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
|
|
~ $7.1 (4)
|
|
~ $2.4 (4)
|
(1)
|
Based on the net cash flow of the applicable issuer or borrower as of
December 31, 2016
and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
|
(2)
|
Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.
|
(3)
|
An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
|
(4)
|
No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
|
(5)
|
An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.
|
•
|
Impairment of Assets—Assets Subject to Depreciation and Amortization
: We review long-lived assets for impairment at least annually or whenever events, changes in circumstances or other indicators or evidence indicate that the carrying amount of our assets may not be recoverable.
|
•
|
Impairment of Assets—Goodwill:
We review goodwill for impairment at least annually (as of December 31) or whenever events or circumstances indicate the carrying amount of an asset may not be recoverable.
|
•
|
Asset Retirement Obligations:
When required, we recognize the fair value of obligations to remove our tower assets and remediate the leased land upon which certain of our tower assets are located. Generally, the associated retirement
|
•
|
Acquisitions
: For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with our results from the dates of the respective acquisitions. Any excess of the purchase price paid over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. We continue to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, we must estimate the applicable discount rate and the timing and amount of future tenant cash flows, including rate and terms of renewal and attrition.
|
•
|
Revenue Recognition:
Our revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is reasonably assured. Escalation clauses tied to the Consumer Price Index or other inflation-based indices, and other incentives present in lease agreements with our tenants are excluded from the straight-line calculation. Total property straight-line revenues for the years ended
December 31, 2016
,
2015
and
2014
were
$131.7 million
, $155.0 million and $123.7 million, respectively. Amounts billed upfront in connection with the execution of lease agreements are initially deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets and recognized as revenue over the terms of the applicable leases. Amounts billed or received for services prior to being earned are deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition have been met.
|
•
|
Rent Expense:
Many of the leases underlying our tower sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable over time. In addition, certain of our tenant leases require us to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal option. We calculate straight-line ground rent expense for these leases based on the fixed non-cancellable term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to us such that renewal appears to be reasonably assured.
|
•
|
Stock-Based Compensation:
The fair value of a stock option is determined using a Black-Scholes option-pricing model that takes into account a number of assumptions at the accounting measurement date including the stock price, the exercise price, the expected life of the option, the volatility of the underlying stock, the expected distributions, and the risk-free interest rate over the expected life of the option. These assumptions are highly subjective and could significantly impact the value of the option and the compensation expense. In addition, the amount we record as stock-based compensation expense is impacted by forfeitures, which are accounted for as they occur. The fair value of both time-based and performance-based restricted stock units is based on the fair value of our common stock on the grant date. We also make certain assumptions regarding performance relative to grant parameters applicable to performance-based restricted stock units, which could significantly impact the compensation expense. We recognize stock-based compensation in either selling, general, administrative and development expense, costs of operations or as part of the costs associated with the construction of our tower assets.
|
•
|
Income Taxes:
Accounting for income taxes requires us to estimate the timing and impact of amounts recorded in our financial statements that may be recognized differently for tax purposes. To the extent that the timing of amounts recognized for financial reporting purposes differs from the timing of recognition for tax reporting purposes, deferred tax assets or liabilities are required to be recorded. Deferred tax assets and liabilities are measured based on the rate at which we expect these items to be reflected in our tax returns, which may differ from the current rate. We do not expect to pay federal taxes on our REIT taxable income.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Long-Term Debt
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
|
||||||||||||||||
Fixed Rate Debt (a)
|
$189,794
|
|
$1,597,903
|
|
$1,704,197
|
|
$2,078,793
|
|
$1,938,636
|
|
$7,930,871
|
|
$15,440,194
|
|
$15,640,366
|
|
||||||||||||||||
Weighted-Average Interest Rate (a)
|
10.30
|
%
|
|
3.94
|
%
|
|
5.49
|
%
|
|
4.28
|
%
|
|
4.15
|
%
|
|
3.81
|
%
|
|
|
|
|
|
||||||||||
Variable Rate Debt (b)
|
$
|
49,012
|
|
|
$
|
51,234
|
|
|
$
|
55,611
|
|
|
$
|
598,801
|
|
|
$
|
38,340
|
|
|
$2,419,712
|
|
$
|
3,212,710
|
|
|
$
|
3,209,586
|
|
|
||
Weighted-Average Interest Rate (b)(c)
|
9.49
|
%
|
|
9.45
|
%
|
|
9.29
|
%
|
|
2.69
|
%
|
|
9.39
|
%
|
|
2.33
|
%
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hedged Variable-Rate Notional Amount
|
$
|
4,999
|
|
|
$
|
4,999
|
|
|
$
|
4,999
|
|
|
$
|
6,665
|
|
|
$
|
6,665
|
|
|
$
|
—
|
|
|
$
|
28,327
|
|
|
$
|
(3
|
)
|
(d)
|
Fixed Rate Debt Rate (e)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.74
|
%
|
|
|
|
|||||||||||||||
Hedged Fixed-Rate Notional Amount
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
$
|
24,682
|
|
(f)
|
Variable Rate Debt Rate (g)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.97
|
%
|
|
|
|
(a)
|
Fixed rate debt consisted of: Securities issued in the 2013 Securitization; the 2012 GTP Notes; the 2015 Notes; the Unison Notes; the 4.500% senior notes due 2018; the 3.40% senior notes due 2019; the 7.25% Notes; the 2.800% senior notes due 2020; the 5.050% senior notes due 2020; the 3.300% Notes; the 3.450% senior notes due 2021; the 5.900% senior notes due 2021; the 2.250% Notes; the 4.70% senior notes due 2022; the 3.50% senior notes due 2023; the 5.00% senior notes due 2024; the 4.000% senior notes due 2025; the 4.400% Notes; the 3.375% Notes; the 3.125% Notes; the Ghana loan which matures December 19, 2019; the Uganda loan which matures on June 29, 2019; the India indebtedness, with maturity dates ranging from March 30, 2017 to November 30, 2024; and other debt including capital leases.
|
(b)
|
Variable rate debt consisted of: the Term Loan, which matures on January 31, 2022; the 2014 Credit Facility, which matures on January 31, 2022; the 2013 Credit Facility, which matures on June 28, 2020; the BR Towers debentures, which amortize through October 15, 2023, the South African credit facility, which amortizes through December 17, 2020; the Colombian credit facility, which amortizes through April 24, 2021; and the Brazil credit facility, which matures on January 15, 2022.
|
(c)
|
Based on rates effective as of
December 31, 2016
.
|
(d)
|
As of December 31, 2016, the interest rate swap agreement in Colombia was included in Notes receivable and other non-current assets on the consolidated balance sheet.
|
(e)
|
Represents the fixed rate of interest based on contractual notional amount as a percentage of the total notional amount. The interest rate is comprised of fixed interest of 5.74%, per the interest rate agreement, and a fixed margin of 4.00%, per the loan agreement for the Colombian credit facility.
|
(f)
|
As of December 31, 2016, the interest rate swap agreement in the U.S. was included in Other non-current liabilities on the consolidated balance sheet.
|
(g)
|
Represents the weighted average variable rate of interest based on contractual notional amount as a percentage of total notional amounts.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
James D. Taiclet, Jr.
|
|
56
|
|
|
Chairman, President and Chief Executive Officer
|
Thomas A. Bartlett
|
|
58
|
|
|
Executive Vice President and Chief Financial Officer
|
Edmund DiSanto
|
|
64
|
|
|
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
William H. Hess
|
|
53
|
|
|
Executive Vice President, International Operations and President, Latin America and EMEA
|
Steven C. Marshall
|
|
55
|
|
|
Executive Vice President and President, U.S. Tower Division
|
Robert J. Meyer, Jr.
|
|
53
|
|
|
Senior Vice President, Finance and Corporate Controller
|
Amit Sharma
|
|
66
|
|
|
Executive Vice President and President, Asia
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
A
MERICAN
T
OWER
C
ORPORATION
|
|||
|
|
|
|
|
|
|
|
By:
|
/
S
/
JAMES D. TAICLET, JR.
|
|
|
|
|
James D. Taiclet, Jr.
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/
JAMES D. TAICLET, JR.
|
|
Chairman, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2017
|
James D. Taiclet, Jr.
|
|
|
||
|
|
|
||
/
S
/
THOMAS A. BARTLETT
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 27, 2017
|
Thomas A. Bartlett
|
|
|
||
|
|
|
||
/
S
/
ROBERT J. MEYER, JR
|
|
Senior Vice President, Finance and Corporate Controller (Principal Accounting Officer)
|
|
February 27, 2017
|
Robert J. Meyer, Jr.
|
|
|
||
|
|
|
||
/
S
/
RAYMOND P. DOLAN
|
|
Director
|
|
February 27, 2017
|
Raymond P. Dolan
|
|
|
||
|
|
|
|
|
/
S
/
ROBERT D. HORMATS
|
|
Director
|
|
February 27, 2017
|
Robert D. Hormats
|
|
|
||
|
|
|
||
/
S
/
CAROLYN F. KATZ
|
|
Director
|
|
February 27, 2017
|
Carolyn F. Katz
|
|
|
||
|
|
|
|
|
/
S
/
GUSTAVO LARA CANTU
|
|
Director
|
|
February 27, 2017
|
Gustavo Lara Cantu
|
|
|
||
|
|
|
|
|
/
S
/
CRAIG MACNAB
|
|
Director
|
|
February 27, 2017
|
Craig Macnab
|
|
|
||
|
|
|
||
/
S
/
JOANN A. REED
|
|
Director
|
|
February 27, 2017
|
JoAnn A. Reed
|
|
|
||
|
|
|
||
/
S
/
PAMELA D. A. REEVE
|
|
Director
|
|
February 27, 2017
|
Pamela D. A. Reeve
|
|
|
||
|
|
|
||
/
S
/
DAVID E. SHARBUTT
|
|
Director
|
|
February 27, 2017
|
David E. Sharbutt
|
|
|
||
|
|
|
||
/
S
/
SAMME L. THOMPSON
|
|
Director
|
|
February 27, 2017
|
Samme L. Thompson
|
|
|
|
Page
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
787,161
|
|
|
$
|
320,686
|
|
Restricted cash
|
|
149,281
|
|
|
142,193
|
|
||
Short-term investments
|
|
4,026
|
|
|
—
|
|
||
Accounts receivable, net
|
|
308,369
|
|
|
227,354
|
|
||
Prepaid and other current assets
|
|
441,033
|
|
|
306,235
|
|
||
Total current assets
|
|
1,689,870
|
|
|
996,468
|
|
||
PROPERTY AND EQUIPMENT, net
|
|
10,517,258
|
|
|
9,866,424
|
|
||
GOODWILL
|
|
5,070,680
|
|
|
4,091,805
|
|
||
OTHER INTANGIBLE ASSETS, net
|
|
11,274,611
|
|
|
9,837,876
|
|
||
DEFERRED TAX ASSET
|
|
195,678
|
|
|
212,041
|
|
||
DEFERRED RENT ASSET
|
|
1,289,530
|
|
|
1,166,755
|
|
||
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS
|
|
841,523
|
|
|
732,903
|
|
||
TOTAL
|
|
$
|
30,879,150
|
|
|
$
|
26,904,272
|
|
LIABILITIES
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
118,666
|
|
|
$
|
96,714
|
|
Accrued expenses
|
|
620,563
|
|
|
516,413
|
|
||
Distributions payable
|
|
250,550
|
|
|
210,027
|
|
||
Accrued interest
|
|
157,297
|
|
|
115,672
|
|
||
Current portion of long-term obligations
|
|
238,806
|
|
|
50,202
|
|
||
Unearned revenue
|
|
245,387
|
|
|
211,001
|
|
||
Total current liabilities
|
|
1,631,269
|
|
|
1,200,029
|
|
||
LONG-TERM OBLIGATIONS
|
|
18,294,659
|
|
|
17,068,807
|
|
||
ASSET RETIREMENT OBLIGATIONS
|
|
965,507
|
|
|
856,936
|
|
||
DEFERRED TAX LIABILITY
|
|
777,572
|
|
|
106,333
|
|
||
OTHER NON-CURRENT LIABILITIES
|
|
1,142,723
|
|
|
959,349
|
|
||
Total liabilities
|
|
22,811,730
|
|
|
20,191,454
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
|
1,091,220
|
|
|
—
|
|
||
EQUITY:
|
|
|
|
|
||||
Preferred stock: $.01 par value; 20,000,000 shares authorized;
|
|
|
|
|
||||
5.25%, Series A, 6,000,000 shares issued and outstanding; aggregate liquidation value of $600,000
|
|
60
|
|
|
60
|
|
||
5.50%, Series B, 1,375,000 shares issued and outstanding; aggregate liquidation value of $1,375,000
|
|
14
|
|
|
14
|
|
||
Common stock: $.01 par value; 1,000,000,000 shares authorized; 429,912,536 and 426,695,279 shares issued; and 427,102,510 and 423,885,253 shares outstanding, respectively
|
|
4,299
|
|
|
4,267
|
|
||
Additional paid-in capital
|
|
10,043,559
|
|
|
9,690,609
|
|
||
Distributions in excess of earnings
|
|
(1,076,965
|
)
|
|
(998,535
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,999,332
|
)
|
|
(1,836,996
|
)
|
||
Treasury stock (2,810,026 shares at cost)
|
|
(207,740
|
)
|
|
(207,740
|
)
|
||
Total American Tower Corporation equity
|
|
6,763,895
|
|
|
6,651,679
|
|
||
Noncontrolling interests
|
|
212,305
|
|
|
61,139
|
|
||
Total equity
|
|
6,976,200
|
|
|
6,712,818
|
|
||
TOTAL
|
|
$
|
30,879,150
|
|
|
$
|
26,904,272
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Property
|
$
|
5,713,126
|
|
|
$
|
4,680,388
|
|
|
$
|
4,006,854
|
|
Services
|
72,542
|
|
|
91,128
|
|
|
93,194
|
|
|||
Total operating revenues
|
5,785,668
|
|
|
4,771,516
|
|
|
4,100,048
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Costs of operations (exclusive of items shown separately below):
|
|
|
|
|
|
||||||
Property (including stock-based compensation expense of $1,750, $1,614 and $1,397, respectively)
|
1,762,694
|
|
|
1,275,436
|
|
|
1,056,177
|
|
|||
Services (including stock-based compensation expense of $688, $439 and $440, respectively)
|
27,695
|
|
|
33,432
|
|
|
38,088
|
|
|||
Depreciation, amortization and accretion
|
1,525,635
|
|
|
1,285,328
|
|
|
1,003,802
|
|
|||
Selling, general, administrative and development expense (including stock-based compensation expense of $87,460, $88,484 and $78,316, respectively)
|
543,395
|
|
|
497,835
|
|
|
446,542
|
|
|||
Other operating expenses
|
73,220
|
|
|
66,696
|
|
|
68,517
|
|
|||
Total operating expenses
|
3,932,639
|
|
|
3,158,727
|
|
|
2,613,126
|
|
|||
OPERATING INCOME
|
1,853,029
|
|
|
1,612,789
|
|
|
1,486,922
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest income, TV Azteca, net of interest expense of $1,163, $820 and $1,482, respectively
|
10,960
|
|
|
11,209
|
|
|
10,547
|
|
|||
Interest income
|
25,618
|
|
|
16,479
|
|
|
14,002
|
|
|||
Interest expense
|
(717,125
|
)
|
|
(595,949
|
)
|
|
(580,234
|
)
|
|||
Gain (loss) on retirement of long-term obligations
|
1,168
|
|
|
(79,606
|
)
|
|
(3,473
|
)
|
|||
Other expense (including unrealized foreign currency losses of $23,439, $71,473 and $49,319, respectively)
|
(47,790
|
)
|
|
(134,960
|
)
|
|
(62,060
|
)
|
|||
Total other expense
|
(727,169
|
)
|
|
(782,827
|
)
|
|
(621,218
|
)
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
1,125,860
|
|
|
829,962
|
|
|
865,704
|
|
|||
Income tax provision
|
(155,501
|
)
|
|
(157,955
|
)
|
|
(62,505
|
)
|
|||
NET INCOME
|
970,359
|
|
|
672,007
|
|
|
803,199
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(13,934
|
)
|
|
13,067
|
|
|
21,711
|
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS
|
956,425
|
|
|
685,074
|
|
|
824,910
|
|
|||
Dividends on preferred stock
|
(107,125
|
)
|
|
(90,163
|
)
|
|
(23,888
|
)
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS
|
$
|
849,300
|
|
|
$
|
594,911
|
|
|
$
|
801,022
|
|
NET INCOME PER COMMON SHARE AMOUNTS:
|
|
|
|
|
|
||||||
Basic net income attributable to American Tower Corporation common stockholders
|
$
|
2.00
|
|
|
$
|
1.42
|
|
|
$
|
2.02
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
$
|
1.98
|
|
|
$
|
1.41
|
|
|
$
|
2.00
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
||||||
BASIC
|
425,143
|
|
|
418,907
|
|
|
395,958
|
|
|||
DILUTED
|
429,283
|
|
|
423,015
|
|
|
400,086
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
970,359
|
|
|
$
|
672,007
|
|
|
$
|
803,199
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Changes in fair value of cash flow hedges, net of tax expense (benefit) of $0, $73 and $(151), respectively
|
|
(449
|
)
|
|
948
|
|
|
(1,931
|
)
|
|||
Reclassification of unrealized losses on cash flow hedges to net income, net of tax expense (benefit) of $0, $84 and $(158), respectively
|
|
(291
|
)
|
|
2,440
|
|
|
3,448
|
|
|||
Foreign currency translation adjustments, net of tax expense (benefit) of $3,782, $(24,857) and $(14,247), respectively
|
|
(202,819
|
)
|
|
(1,078,950
|
)
|
|
(526,890
|
)
|
|||
Other comprehensive loss
|
|
(203,559
|
)
|
|
(1,075,562
|
)
|
|
(525,373
|
)
|
|||
Comprehensive income (loss)
|
|
766,800
|
|
|
(403,555
|
)
|
|
277,826
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
|
18,218
|
|
|
45,854
|
|
|
64,083
|
|
|||
Comprehensive income (loss) attributable to American Tower Corporation stockholders
|
|
$
|
785,018
|
|
|
$
|
(357,701
|
)
|
|
$
|
341,909
|
|
|
Preferred Stock - Series A
|
|
Preferred Stock - Series B
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||||||||||||||||
|
Issued Shares
|
|
Amount
|
|
Issued Shares
|
|
Amount
|
|
Issued
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
397,674,350
|
|
|
$
|
3,976
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
5,130,616
|
|
|
$
|
(311,220
|
)
|
|
$
|
(1,081,467
|
)
|
|
$
|
55,875
|
|
|
$
|
3,590,040
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,753,286
|
|
|
18
|
|
|
|
|
|
—
|
|
|
119,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,734
|
|
|||||||||
Issuance of common stock—stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,115
|
|
|
1
|
|
|
|
|
|
—
|
|
|
5,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,718
|
|
|||||||||
Issuance of preferred stock
|
6,000,000
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
582,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582,659
|
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,966
|
)
|
|
—
|
|
|
35
|
|
|
(1,931
|
)
|
|||||||||
Reclassification of unrealized losses on cash flow hedges to net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
3,288
|
|
|
—
|
|
|
160
|
|
|
3,448
|
|
|||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(484,323
|
)
|
|
—
|
|
|
(42,567
|
)
|
|
(526,890
|
)
|
|||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,526
|
|
|
123,526
|
|
|||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
(566
|
)
|
|||||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(49,862
|
)
|
|
—
|
|
|
—
|
|
|
(14,960
|
)
|
|
(64,822
|
)
|
|||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556,875
|
)
|
|
—
|
|
|
(556,875
|
)
|
|||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,888
|
)
|
|
—
|
|
|
(23,888
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824,910
|
|
|
(21,711
|
)
|
|
803,199
|
|
|||||||||
BALANCE, DECEMBER 31, 2014
|
6,000,000
|
|
|
$
|
60
|
|
|
—
|
|
|
$
|
—
|
|
|
399,508,751
|
|
|
$
|
3,995
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
5,788,786
|
|
|
$
|
(794,221
|
)
|
|
$
|
(837,320
|
)
|
|
$
|
99,792
|
|
|
$
|
4,053,352
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,253,236
|
|
|
12
|
|
|
|
|
|
—
|
|
|
117,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,218
|
|
|||||||||
Issuance of common stock—stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,292
|
|
|
1
|
|
|
|
|
|
—
|
|
|
6,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,618
|
|
|||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,850,000
|
|
|
259
|
|
|
|
|
|
—
|
|
|
2,440,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,440,327
|
|
|||||||||
Issuance of preferred stock
|
—
|
|
|
—
|
|
|
1,375,000
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
1,337,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337,946
|
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
901
|
|
|
—
|
|
|
47
|
|
|
948
|
|
|||||||||
Reclassification of unrealized losses on cash flow hedges to net income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
|
—
|
|
|
(54
|
)
|
|
2,440
|
|
|||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,046,170
|
)
|
|
—
|
|
|
(32,780
|
)
|
|
(1,078,950
|
)
|
|||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,073
|
|
|
8,073
|
|
|||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(872
|
)
|
|
(872
|
)
|
|||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(769,517
|
)
|
|
—
|
|
|
(769,517
|
)
|
|||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,772
|
)
|
|
—
|
|
|
(76,772
|
)
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
685,074
|
|
|
(13,067
|
)
|
|
672,007
|
|
|||||||||
BALANCE, DECEMBER 31, 2015
|
6,000,000
|
|
|
$
|
60
|
|
|
1,375,000
|
|
|
$
|
14
|
|
|
426,695,279
|
|
|
$
|
4,267
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
9,690,609
|
|
|
$
|
(1,836,996
|
)
|
|
$
|
(998,535
|
)
|
|
$
|
61,139
|
|
|
$
|
6,712,818
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,959,123
|
|
|
19
|
|
|
|
|
—
|
|
|
155,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155,071
|
|
||||||||||
Issuance of common stock—stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,947
|
|
|
1
|
|
|
|
|
—
|
|
|
7,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,517
|
|
||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,171,187
|
|
|
12
|
|
|
|
|
—
|
|
|
120,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,785
|
|
||||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
||||||||||
Reclassification of unrealized gains on cash flow hedges to net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
|
(291
|
)
|
||||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(170,667
|
)
|
|
—
|
|
|
(8,717
|
)
|
|
(179,384
|
)
|
||||||||||
Contributions from noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
69,609
|
|
|
9,071
|
|
|
—
|
|
|
160,804
|
|
|
239,484
|
|
||||||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,004
|
)
|
|
(1,004
|
)
|
||||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(927,730
|
)
|
|
—
|
|
|
(927,730
|
)
|
||||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,125
|
)
|
|
—
|
|
|
(107,125
|
)
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
956,425
|
|
|
83
|
|
|
956,508
|
|
||||||||||
BALANCE, DECEMBER 31, 2016
|
6,000,000
|
|
|
$
|
60
|
|
|
1,375,000
|
|
|
$
|
14
|
|
|
429,912,536
|
|
|
$
|
4,299
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
10,043,559
|
|
|
$
|
(1,999,332
|
)
|
|
$
|
(1,076,965
|
)
|
|
$
|
212,305
|
|
|
$
|
6,976,200
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
970,359
|
|
|
$
|
672,007
|
|
|
$
|
803,199
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
|
1,525,635
|
|
|
1,285,328
|
|
|
1,003,802
|
|
|||
Stock-based compensation expense
|
|
89,898
|
|
|
90,537
|
|
|
80,153
|
|
|||
Decrease in restricted cash
|
|
5,256
|
|
|
16,112
|
|
|
7,522
|
|
|||
Loss on investments, unrealized foreign currency loss and other non-cash expense
|
|
127,377
|
|
|
146,170
|
|
|
64,133
|
|
|||
Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses
|
|
50,653
|
|
|
29,852
|
|
|
26,143
|
|
|||
(Gain) loss on early retirement of long-term obligations
|
|
(1,168
|
)
|
|
79,750
|
|
|
3,379
|
|
|||
Amortization of deferred financing costs, debt discounts and premiums and other non-cash interest
|
|
17,702
|
|
|
6,932
|
|
|
(4,870
|
)
|
|||
Deferred income taxes
|
|
26,957
|
|
|
7,764
|
|
|
1,384
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
11,352
|
|
|
(56,312
|
)
|
|
(84,529
|
)
|
|||
Prepaid and other assets
|
|
(83,229
|
)
|
|
(91,113
|
)
|
|
(1,437
|
)
|
|||
Deferred rent asset
|
|
(131,660
|
)
|
|
(154,959
|
)
|
|
(122,230
|
)
|
|||
Accounts payable and accrued expenses
|
|
(42,862
|
)
|
|
95,858
|
|
|
34,711
|
|
|||
Accrued interest
|
|
34,386
|
|
|
(15,641
|
)
|
|
45,514
|
|
|||
Unearned revenue
|
|
16,557
|
|
|
12,945
|
|
|
218,393
|
|
|||
Deferred rent liability
|
|
67,764
|
|
|
56,076
|
|
|
38,378
|
|
|||
Other non-current liabilities
|
|
18,627
|
|
|
1,746
|
|
|
20,944
|
|
|||
Cash provided by operating activities
|
|
2,703,604
|
|
|
2,183,052
|
|
|
2,134,589
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Payments for purchase of property and equipment and construction activities
|
|
(682,505
|
)
|
|
(728,753
|
)
|
|
(974,404
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
|
(1,416,373
|
)
|
|
(1,961,056
|
)
|
|
(1,010,637
|
)
|
|||
Payment for Verizon transaction
|
|
(4,748
|
)
|
|
(5,059,462
|
)
|
|
—
|
|
|||
Proceeds from sale of assets, net of cash
|
|
—
|
|
|
—
|
|
|
15,464
|
|
|||
Proceeds from sales of short-term investments and other non-current assets
|
|
13,056
|
|
|
1,032,320
|
|
|
1,434,831
|
|
|||
Payments for short-term investments
|
|
(750
|
)
|
|
(1,022,816
|
)
|
|
(1,395,316
|
)
|
|||
Deposits, restricted cash and other
|
|
(16,126
|
)
|
|
(1,968
|
)
|
|
(19,486
|
)
|
|||
Cash used for investing activities
|
|
(2,107,446
|
)
|
|
(7,741,735
|
)
|
|
(1,949,548
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from short-term borrowings, net
|
|
—
|
|
|
9,043
|
|
|
—
|
|
|||
Borrowings under credit facilities
|
|
2,446,845
|
|
|
6,126,618
|
|
|
2,187,000
|
|
|||
Proceeds from issuance of senior notes, net
|
|
3,236,383
|
|
|
1,492,298
|
|
|
1,415,844
|
|
|||
Proceeds from term loan
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
Proceeds from other borrowings
|
|
—
|
|
|
54,549
|
|
|
102,070
|
|
|||
Proceeds from issuance of securities in securitization transaction
|
|
—
|
|
|
875,000
|
|
|
—
|
|
|||
Repayments of notes payable, credit facilities, term loan, senior notes and capital leases
|
|
(5,093,747
|
)
|
|
(6,393,405
|
)
|
|
(3,903,144
|
)
|
|||
Contributions from noncontrolling interest holders, net
|
|
238,480
|
|
|
7,201
|
|
|
9,098
|
|
|||
Proceeds from stock options and stock purchase plan
|
|
92,473
|
|
|
50,716
|
|
|
62,276
|
|
|||
Distributions paid on common stock
|
|
(886,116
|
)
|
|
(710,852
|
)
|
|
(404,631
|
)
|
|||
Distributions paid on preferred stock
|
|
(107,125
|
)
|
|
(84,647
|
)
|
|
(16,013
|
)
|
|||
Proceeds from the issuance of common stock, net
|
|
—
|
|
|
2,440,327
|
|
|
—
|
|
|||
Proceeds from the issuance of preferred stock, net
|
|
—
|
|
|
1,337,946
|
|
|
583,105
|
|
|||
Purchase of preferred stock assumed in acquisition
|
|
—
|
|
|
—
|
|
|
(59,111
|
)
|
|||
Payment for early retirement of long-term obligations
|
|
(86
|
)
|
|
(85,672
|
)
|
|
(11,593
|
)
|
|||
Deferred financing costs and other financing activities
|
|
(26,401
|
)
|
|
(30,021
|
)
|
|
(34,670
|
)
|
|||
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(64,822
|
)
|
|||
Cash (used for) provided by financing activities
|
|
(99,294
|
)
|
|
5,589,101
|
|
|
(134,591
|
)
|
|||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents
|
|
(30,389
|
)
|
|
(23,224
|
)
|
|
(30,534
|
)
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
466,475
|
|
|
7,194
|
|
|
19,916
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
320,686
|
|
|
313,492
|
|
|
293,576
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
787,161
|
|
|
$
|
320,686
|
|
|
$
|
313,492
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1
|
$
|
23,096
|
|
|
$
|
17,306
|
|
|
$
|
19,895
|
|
Current year increases
|
49,966
|
|
|
19,878
|
|
|
8,243
|
|
|||
Write-offs, recoveries and other (1)
|
(27,174
|
)
|
|
(14,088
|
)
|
|
(10,832
|
)
|
|||
Balance as of December 31,
|
$
|
45,888
|
|
|
$
|
23,096
|
|
|
$
|
17,306
|
|
(1)
|
Recoveries includes recognition of revenue resulting from collections of previously reserved amounts.
|
|
2016
|
|
2015
|
||||
Prepaid operating ground leases
|
$
|
134,167
|
|
|
128,542
|
|
|
Prepaid income tax
|
127,142
|
|
|
45,056
|
|
||
Unbilled receivables
|
57,661
|
|
|
34,173
|
|
||
Prepaid assets
|
36,300
|
|
|
32,892
|
|
||
Value added tax and other consumption tax receivables
|
31,570
|
|
|
30,239
|
|
||
Other miscellaneous current assets
|
54,193
|
|
|
35,333
|
|
||
Prepaids and other current assets
|
$
|
441,033
|
|
|
$
|
306,235
|
|
|
Estimated
Useful Lives (years) (1)
|
|
2016
|
|
2015
|
||||
Towers
|
Up to 20
|
|
$
|
11,740,479
|
|
|
$
|
10,726,656
|
|
Equipment
|
2 - 15
|
|
1,176,260
|
|
|
1,095,906
|
|
||
Buildings and improvements
|
3 - 32
|
|
621,874
|
|
|
607,661
|
|
||
Land and improvements (2)
|
Up to 20
|
|
1,909,732
|
|
|
1,728,115
|
|
||
Construction-in-progress
|
|
|
203,411
|
|
|
238,960
|
|
||
Total
|
|
|
15,651,756
|
|
|
14,397,298
|
|
||
Less accumulated depreciation
|
|
|
(5,134,498
|
)
|
|
(4,530,874
|
)
|
||
Property and equipment, net
|
|
|
$
|
10,517,258
|
|
|
$
|
9,866,424
|
|
(1)
|
Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
|
(2)
|
Estimated useful lives apply to improvements only.
|
|
|
Property
|
|
Services
|
|
Total
|
||||||||||||||||||
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||
Balance as of January 1, 2015
|
|
$
|
3,356,096
|
|
|
$
|
178,521
|
|
|
$
|
78,647
|
|
|
$
|
416,922
|
|
|
$
|
1,988
|
|
|
$
|
4,032,174
|
|
Additions
|
|
23,067
|
|
|
610
|
|
|
68,663
|
|
|
122,345
|
|
|
—
|
|
|
214,685
|
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
(8,412
|
)
|
|
(14,740
|
)
|
|
(131,902
|
)
|
|
—
|
|
|
(155,054
|
)
|
||||||
Balance as of December 31, 2015
|
|
$
|
3,379,163
|
|
|
$
|
170,719
|
|
|
$
|
132,570
|
|
|
$
|
407,365
|
|
|
$
|
1,988
|
|
|
$
|
4,091,805
|
|
Additions (1)
|
|
—
|
|
|
881,783
|
|
(2)
|
40,386
|
|
|
53,575
|
|
|
—
|
|
|
975,744
|
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
(23,189
|
)
|
|
(22,445
|
)
|
|
48,765
|
|
|
—
|
|
|
3,131
|
|
||||||
Balance as of December 31, 2016
|
|
$
|
3,379,163
|
|
|
$
|
1,029,313
|
|
|
$
|
150,511
|
|
|
$
|
509,705
|
|
|
$
|
1,988
|
|
|
$
|
5,070,680
|
|
(1)
|
Additions consist of
$975.6 million
resulting from 2016 acquisitions and
$0.1 million
from revisions to prior year acquisitions resulting from measurement period adjustments.
|
(2)
|
Assumed in the acquisition of Viom (see note 6).
|
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
|||||||||||||||||||||
|
Estimated Useful
Lives
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|||||||||||||
|
(years)
|
|
(in thousands)
|
|||||||||||||||||||||||
Acquired network location intangibles (1)
|
Up to 20
|
|
|
$
|
4,622,316
|
|
|
$
|
(1,280,284
|
)
|
|
$
|
3,342,032
|
|
|
$
|
3,980,281
|
|
|
$
|
(1,052,393
|
)
|
|
$
|
2,927,888
|
|
Acquired tenant-related intangibles
|
15-20
|
|
|
10,130,466
|
|
|
(2,224,119
|
)
|
|
7,906,347
|
|
|
8,640,554
|
|
|
(1,763,853
|
)
|
|
6,876,701
|
|
||||||
Acquired licenses and other intangibles
|
3-20
|
|
|
28,140
|
|
|
(4,827
|
)
|
|
23,313
|
|
|
28,293
|
|
|
(5,486
|
)
|
|
22,807
|
|
||||||
Economic Rights, TV Azteca
|
70
|
|
|
13,893
|
|
|
(10,974
|
)
|
|
2,919
|
|
|
21,688
|
|
|
(11,208
|
)
|
|
10,480
|
|
||||||
Total other intangible assets
|
|
|
$
|
14,794,815
|
|
|
$
|
(3,520,204
|
)
|
|
$
|
11,274,611
|
|
|
$
|
12,670,816
|
|
|
$
|
(2,832,940
|
)
|
|
$
|
9,837,876
|
|
(1)
|
Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease taking into consideration lease renewal options and residual value or up to
20
years, as the Company considers these intangibles to be directly related to the tower assets.
|
Year Ending December 31,
|
|
||
2017
|
$
|
710.5
|
|
2018
|
707.8
|
|
|
2019
|
705.1
|
|
|
2020
|
686.3
|
|
|
2021
|
676.8
|
|
|
2016
|
|
2015
|
||||
Long-term prepaid ground rent
|
$
|
467,781
|
|
|
$
|
388,790
|
|
Notes receivable
|
83,736
|
|
|
83,658
|
|
||
Other miscellaneous assets
|
290,006
|
|
|
260,455
|
|
||
Notes receivable and other non-current assets
|
$
|
841,523
|
|
|
$
|
732,903
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Acquisition and merger related expenses
|
|
$
|
15,875
|
|
|
$
|
18,799
|
|
|
$
|
26,969
|
|
Integration costs
|
|
$
|
9,901
|
|
|
$
|
18,097
|
|
|
$
|
13,057
|
|
|
|
Asia
|
|
Other
|
||||
|
|
Viom
|
|
|||||
Current assets
|
|
$
|
276,560
|
|
|
$
|
25,477
|
|
Non-current assets
|
|
57,645
|
|
|
2,336
|
|
||
Property and equipment
|
|
701,988
|
|
|
81,521
|
|
||
Intangible assets (1):
|
|
|
|
|
||||
Tenant-related intangible assets
|
|
1,369,580
|
|
|
105,557
|
|
||
Network location intangible assets
|
|
666,364
|
|
|
83,645
|
|
||
Current liabilities
|
|
(195,900
|
)
|
|
(14,782
|
)
|
||
Deferred tax liability
|
|
(619,070
|
)
|
|
(43,756
|
)
|
||
Other non-current liabilities
|
|
(102,751
|
)
|
|
(29,472
|
)
|
||
Net assets acquired
|
|
2,154,416
|
|
|
210,526
|
|
||
Goodwill (2)
|
|
881,783
|
|
|
93,856
|
|
||
Fair value of net assets acquired
|
|
3,036,199
|
|
|
304,382
|
|
||
Debt assumed
|
|
(786,889
|
)
|
|
—
|
|
||
Redeemable noncontrolling interests
|
|
(1,100,804
|
)
|
|
—
|
|
||
Purchase Price
|
|
$
|
1,148,506
|
|
|
$
|
304,382
|
|
(1)
|
Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to
20 years
.
|
(2)
|
Primarily results from purchase accounting adjustments, which are at least partially deductible for tax purposes in certain foreign jurisdictions.
|
|
|
Preliminary Allocation
|
|
Final Allocation (1)
|
||||||||||||
|
|
Latin America
|
|
Other
|
|
Latin America
|
|
Other
|
||||||||
|
|
TIM
|
|
|
TIM
|
|
||||||||||
Current assets
|
|
$
|
—
|
|
|
$
|
1,113
|
|
|
$
|
—
|
|
|
$
|
1,113
|
|
Non-current assets
|
|
—
|
|
|
995
|
|
|
—
|
|
|
995
|
|
||||
Property and equipment
|
|
275,630
|
|
|
42,716
|
|
|
274,530
|
|
|
42,716
|
|
||||
Intangible assets (2):
|
|
|
|
|
|
|
|
|
||||||||
Tenant-related intangible assets
|
|
361,822
|
|
|
63,001
|
|
|
361,765
|
|
|
62,832
|
|
||||
Network location intangible assets
|
|
115,562
|
|
|
37,691
|
|
|
115,795
|
|
|
37,691
|
|
||||
Current liabilities
|
|
(3,192
|
)
|
|
(624
|
)
|
|
(3,192
|
)
|
|
(624
|
)
|
||||
Other non-current liabilities
|
|
(74,966
|
)
|
|
(4,028
|
)
|
|
(74,966
|
)
|
|
(4,028
|
)
|
||||
Net assets acquired
|
|
674,856
|
|
|
140,864
|
|
|
673,932
|
|
|
140,695
|
|
||||
Goodwill (3)
|
|
122,011
|
|
|
24,011
|
|
|
122,116
|
|
|
24,011
|
|
||||
Fair value of net assets acquired
|
|
796,867
|
|
|
164,875
|
|
|
796,048
|
|
|
164,706
|
|
||||
Debt assumed
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchase Price
|
|
$
|
796,867
|
|
|
$
|
164,875
|
|
|
$
|
796,048
|
|
|
$
|
164,706
|
|
(1)
|
The allocation of the purchase prices was finalized during the year ended December 31, 2016.
|
(2)
|
Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to
20 years
.
|
(3)
|
Goodwill was allocated to the Company’s property segments. The Company expects goodwill recorded in its U.S. and Asia property segments will be deductible for local tax purposes. The Company expects goodwill recorded in its Latin America property segment will be deductible in certain jurisdictions for local tax purposes.
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Pro forma revenues
|
|
$
|
6,055,187
|
|
|
$
|
5,886,691
|
|
Pro forma net income attributable to American Tower Corporation common stockholders
|
|
$
|
847,738
|
|
|
$
|
544,641
|
|
Pro forma net income per common share amounts:
|
|
|
|
|
||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
1.99
|
|
|
$
|
1.29
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
1.97
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Maximum
potential value (1)
|
|
Estimated value at
December 31, 2016 (2)
|
|
Additions (3)
|
|
Settlements
|
|
Change in Fair Value
|
||||||||||
Colombia
|
|
$
|
23,557
|
|
|
$
|
5,342
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,964
|
)
|
Ghana
|
|
555
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
India
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||||
South Africa
|
|
22,291
|
|
|
9,154
|
|
|
8,692
|
|
|
—
|
|
|
—
|
|
|||||
United States
|
|
393
|
|
|
393
|
|
|
119
|
|
|
(306
|
)
|
|
(1,294
|
)
|
|||||
Total
|
|
$
|
46,796
|
|
|
$
|
15,444
|
|
|
$
|
8,811
|
|
|
$
|
(306
|
)
|
|
$
|
(6,372
|
)
|
(1)
|
The maximum potential value is based on exchange rates at
December 31, 2016
. The minimum value could be zero.
|
(2)
|
Estimate is determined using a probability weighted average of expected outcomes as of
December 31, 2016
.
|
(3)
|
Based on preliminary acquisition accounting upon closing of certain acquisitions during the year ended
December 31, 2016
.
|
|
2016
|
|
2015
|
||||
Accrued property and real estate taxes
|
$
|
138,361
|
|
|
$
|
75,827
|
|
Payroll and related withholdings
|
76,141
|
|
|
62,334
|
|
||
Accrued rent
|
50,951
|
|
|
54,732
|
|
||
Amounts payable to tenants
|
32,326
|
|
|
58,683
|
|
||
Accrued construction costs
|
28,587
|
|
|
19,857
|
|
||
Accrued income tax payable
|
11,551
|
|
|
11,704
|
|
||
Other accrued expenses
|
282,646
|
|
|
233,276
|
|
||
Accrued expenses
|
$
|
620,563
|
|
|
$
|
516,413
|
|
|
2016
|
|
2015
|
|
Contractual Interest Rate (1)
|
|
Maturity Date (1)
|
|||||
Series 2013-1A Securities (2)
|
$
|
498,642
|
|
|
$
|
497,478
|
|
|
1.551
|
%
|
|
March 15, 2018
|
Series 2013-2A Securities (3)
|
1,290,267
|
|
|
1,288,689
|
|
|
3.070
|
%
|
|
March 15, 2023
|
||
Series 2015-1 Notes (4)
|
347,108
|
|
|
346,262
|
|
|
2.350
|
%
|
|
June 15, 2020
|
||
Series 2015-2 Notes (5)
|
519,437
|
|
|
518,776
|
|
|
3.482
|
%
|
|
June 16, 2025
|
||
2012 GTP Notes (6) (7)
|
179,459
|
|
|
281,902
|
|
|
4.336% - 7.358%
|
|
|
March 15, 2019
|
||
Unison Notes (7) (8)
|
132,960
|
|
|
201,930
|
|
|
6.392% - 9.522%
|
|
|
April 15, 2020
|
||
India indebtedness (9)
|
549,528
|
|
|
8,752
|
|
|
8.15% - 11.70%
|
|
|
Various
|
||
Viom preference shares (10)
|
24,537
|
|
|
—
|
|
|
13.500
|
%
|
|
Various
|
||
Shareholder loans (11)
|
151,045
|
|
|
145,540
|
|
|
Various
|
|
|
Various
|
||
Other subsidiary debt (12)
|
286,009
|
|
|
219,902
|
|
|
Various
|
|
|
Various
|
||
Total American Tower subsidiary debt
|
3,978,992
|
|
|
3,509,231
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
2013 Credit Facility (13)
|
539,975
|
|
|
1,225,000
|
|
|
1.963
|
%
|
|
June 28, 2020
|
||
Term Loan (13)
|
993,936
|
|
|
1,993,601
|
|
|
2.020
|
%
|
|
January 31, 2022
|
||
2014 Credit Facility (13)
|
1,385,000
|
|
|
1,980,000
|
|
|
2.432
|
%
|
|
January 31, 2022
|
||
4.500% senior notes
|
998,676
|
|
|
997,693
|
|
|
4.500
|
%
|
|
January 15, 2018
|
||
3.40% senior notes
|
999,716
|
|
|
999,769
|
|
|
3.400
|
%
|
|
February 15, 2019
|
||
7.25% senior notes (7)
|
297,032
|
|
|
296,242
|
|
|
7.250
|
%
|
|
May 15, 2019
|
||
2.800% senior notes
|
744,917
|
|
|
743,557
|
|
|
2.800
|
%
|
|
June 1, 2020
|
||
5.050% senior notes
|
697,352
|
|
|
697,216
|
|
|
5.050
|
%
|
|
September 1, 2020
|
||
3.300% senior notes
|
744,762
|
|
|
—
|
|
|
3.300
|
%
|
|
February 15, 2021
|
||
3.450% senior notes
|
643,848
|
|
|
642,786
|
|
|
3.450
|
%
|
|
September 15, 2021
|
||
5.900% senior notes
|
497,343
|
|
|
497,188
|
|
|
5.900
|
%
|
|
November 1, 2021
|
||
2.250% senior notes
|
572,764
|
|
|
—
|
|
|
2.250
|
%
|
|
January 15, 2022
|
||
4.70% senior notes
|
696,013
|
|
|
695,374
|
|
|
4.700
|
%
|
|
March 15, 2022
|
||
3.50% senior notes
|
989,269
|
|
|
987,966
|
|
|
3.500
|
%
|
|
January 31, 2023
|
||
5.00% senior notes
|
1,002,742
|
|
|
1,003,453
|
|
|
5.000
|
%
|
|
February 15, 2024
|
||
4.000% senior notes
|
739,985
|
|
|
739,057
|
|
|
4.000
|
%
|
|
June 1, 2025
|
||
4.400% senior notes
|
495,212
|
|
|
—
|
|
|
4.400
|
%
|
|
February 15, 2026
|
||
3.375% senior notes
|
983,369
|
|
|
—
|
|
|
3.375
|
%
|
|
October 15, 2026
|
||
3.125% senior notes
|
396,713
|
|
|
—
|
|
|
3.125
|
%
|
|
January 15, 2027
|
||
Total American Tower Corporation debt
|
14,418,624
|
|
|
13,498,902
|
|
|
|
|
|
|||
Other debt, including capital lease obligations
|
135,849
|
|
|
110,876
|
|
|
|
|
|
|||
Total
|
18,533,465
|
|
|
17,119,009
|
|
|
|
|
|
|||
Less current portion long-term obligations
|
(238,806
|
)
|
|
(50,202
|
)
|
|
|
|
|
|||
Long-term obligations
|
$
|
18,294,659
|
|
|
$
|
17,068,807
|
|
|
|
|
|
(1)
|
Represents the interest rate or maturity date as of December 31, 2016; interest rate does not reflect the impact of interest rate swap agreements.
|
(2)
|
Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2043.
|
(3)
|
Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
|
(4)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.
|
(5)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
|
(6)
|
Secured debt assumed by the Company in connection with its acquisition of MIP Tower Holdings LLC (“MIPT”). Maturity date represents anticipated repayment date; final legal maturity is March 15, 2042.
|
(7)
|
Debt was repaid in full subsequent to December 31, 2016. For more information see note 23.
|
(8)
|
Secured debt assumed in connection with the acquisition of certain legal entities holding a portfolio of property interests from Unison Holdings, LLC and Unison Site Management II, L.L.C. (together, “Unison”). Maturity date reflects the anticipated repayment date; final legal maturity is April 15, 2040.
|
(9)
|
Denominated in Indian Rupees (“INR”). Debt includes India working capital facility, remaining debt assumed by the Company in connection with the Viom Acquisition and debt that has been entered into by ATC TIPL.
|
(10)
|
Mandatorily redeemable preference shares (the “Preference Shares”) classified as debt, assumed by the Company in connection with the Viom Acquisition. The shares are to be redeemed in equal parts on March 26, 2017 and March 26, 2018.
|
(11)
|
Reflects balances owed to the Company’s joint venture partners in Ghana and Uganda. The Ghana loan is denominated in Ghanaian Cedi (“GHS”) and the Uganda loan was denominated in U.S. Dollars (“USD”). The Uganda loan accrued interest at a variable rate. Effective January 1, 2017, this loan, which had an outstanding balance of
$80.0 million
, was converted by the holder to a new shareholder note for
$31.8 million
, bearing interest at
16.6%
per annum. The remaining balance of the Uganda loan was converted into equity.
|
(12)
|
Includes the BR Towers Debentures (as defined below), which are denominated in Brazilian Reais (“BRL”) and amortize through October 15, 2023, the South African Credit Facility (as defined below), which is denominated in South African Rand (“ZAR”) and amortizes through December 17, 2020, the Colombian Credit Facility (as defined below), which is denominated in Colombian Pesos (“COP”) and amortizes through April 24, 2021 and the Brazil Credit Facility (as defined below), which is denominated in BRL and matures on January 15, 2022.
|
(13)
|
Debt accrues interest at a variable rate.
|
|
|
|
Amount Outstanding (INR)
|
|
Amount Outstanding (USD)
|
|
Interest Rate (Range)
|
|
Maturity Date (Range)
|
||||
Term loans
|
|
31,326
|
|
|
$
|
461.2
|
|
|
8.15% - 11.15%
|
|
|
March 31, 2017 - November 30, 2024
|
|
Debenture
|
|
6,000
|
|
|
$
|
88.3
|
|
|
9.90
|
%
|
|
April 28, 2020
|
|
Working capital facilities
|
|
0
|
|
|
$
|
0
|
|
|
8.70% - 11.70%
|
|
|
January 31, 2017 - October 23, 2017
|
|
|
Amount Outstanding (Functional Currency)
|
|
Amount Outstanding (USD) (1)
|
|
Interest Rate
|
|
Maturity Date
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|||||||
BR Towers Debentures (2)
|
|
329.3
|
|
|
332.8
|
|
|
$
|
101.0
|
|
|
$
|
85.2
|
|
|
7.400
|
%
|
|
October 15, 2023
|
South African Credit Facility (3)
|
|
1,164.0
|
|
|
830.0
|
|
|
$
|
84.3
|
|
|
$
|
53.2
|
|
|
9.308
|
%
|
|
December 17, 2020
|
Colombian Credit Facility (4)
|
|
170,000.0
|
|
|
190,000.0
|
|
$
|
56.1
|
|
|
$
|
59.6
|
|
|
10.920
|
%
|
|
April 24, 2021
|
|
Brazil Credit Facility (5)
|
|
147.7
|
|
|
85.4
|
|
$
|
44.6
|
|
|
$
|
21.9
|
|
|
Various
|
|
|
January 15, 2022
|
(1)
|
Includes applicable deferred financing costs.
|
(2)
|
Denominated in BRL, with an original principal amount of
300.0 million
BRL. Debt accrues interest at a variable rate. The aggregate principal amount of the BR Towers Debentures may be adjusted periodically relative to changes in the National Extended Consumer Price Index.
|
(3)
|
Denominated in ZAR, with an original principal amount of
830.0 million
ZAR. On December 23, 2016, the borrower borrowed an additional
500.0 million
ZAR, with the ability to request an additional
330.0 million
ZAR. Debt accrues interest at a variable rate.
|
(4)
|
Denominated in COP, with an original principal amount of
200.0 billion
COP. Debt accrues interest at a variable rate. The loan agreement for the Colombian Credit Facility requires that the borrower manage exposure to variability in interest rates on certain of the amounts outstanding under the Colombian Credit Facility.
|
(5)
|
Denominated in BRL, with an original principal amount of
271.0 million
BRL. Debt accrues interest at a variable rate. As of December 30, 2016, the borrower no longer maintains the ability to draw on the Brazil Credit Facility.
|
|
2016
|
|
2015
|
|
Contractual Interest Rate
|
|
Maturity Date
|
|||||
Ghana loan (1)
|
$
|
71,047
|
|
|
$
|
70,314
|
|
|
21.87
|
%
|
|
December 31, 2019
|
Uganda loan (2)(3)
|
79,998
|
|
|
75,226
|
|
|
6.52
|
%
|
|
June 29, 2019
|
(1)
|
Denominated in GHS. As of December 31, 2016, the aggregate principal amount outstanding under the Ghana loan was
300.9
million GHS.
|
(2)
|
Interest accrues at a variable rate.
|
(3)
|
Includes
$4.8 million
of interest which was capitalized during the year ended December 31, 2016.
|
|
Outstanding Principal Balance (in millions)
|
|
Undrawn letters of credit (in millions)
|
|
Maturity Date
|
|
Current margin over LIBOR and base rate
|
Current commitment fee (1)
|
|||||
2013 Credit Facility
|
$
|
540.0
|
|
(2)
|
$
|
3.2
|
|
|
June 28, 2020
|
(3)
|
1.250% and 0.250%
|
0.150
|
%
|
2014 Credit Facility
|
$
|
1,385.0
|
|
(4)
|
$
|
7.3
|
|
|
January 31, 2022
|
(3)
|
1.250% and 0.250%
|
0.150
|
%
|
Term Loan
|
$
|
1,000.0
|
|
(2)
|
$
|
—
|
|
|
January 31, 2022
|
|
1.250% and 0.250%
|
N/A
|
|
|
|
|
Adjustments to Principal Amount (1)
|
|
|
|
|
|
||||||||
|
Aggregate Principal Amount
|
|
2016
|
|
2015
|
|
Semi-annual interest
payments due
|
|
Issue Date
|
Par Call Date (2)
|
||||||
|
(in thousands)
|
|
|
|
|
|
||||||||||
4.500% Notes
|
$
|
1,000,000
|
|
|
$
|
(1,324
|
)
|
|
$
|
(2,307
|
)
|
|
January 15 and July 15
|
|
December 7, 2010
|
N/A
|
3.40% Notes (3)
|
1,000,000
|
|
|
(284
|
)
|
|
(231
|
)
|
|
February 15 and August 15
|
|
August 19, 2013
|
N/A
|
|||
7.25% Notes
|
300,000
|
|
|
(2,968
|
)
|
|
(3,758
|
)
|
|
May 15 and November 15
|
|
June 10, 2009
|
N/A
|
|||
2.800% Notes
|
750,000
|
|
|
(5,083
|
)
|
|
(6,443
|
)
|
|
June 1 and December 1
|
|
May 7, 2015
|
May 1, 2020
|
|||
5.050% Notes
|
700,000
|
|
|
(2,648
|
)
|
|
(2,784
|
)
|
|
March 1 and September 1
|
|
August 16, 2010
|
N/A
|
|||
3.300% Notes
|
750,000
|
|
|
(5,238
|
)
|
|
—
|
|
|
February 15 and August 15
|
|
January 12, 2016
|
January 15, 2021
|
|||
3.450% Notes
|
650,000
|
|
|
(6,152
|
)
|
|
(7,214
|
)
|
|
March 15 and September 15
|
|
August 7, 2014
|
N/A
|
|||
5.900% Notes
|
500,000
|
|
|
(2,657
|
)
|
|
(2,812
|
)
|
|
May 1 and November 1
|
|
October 6, 2011
|
N/A
|
|||
2.250% Notes (4)
|
600,000
|
|
|
(27,236
|
)
|
|
—
|
|
|
January 15 and July 15
|
|
September 30, 2016
|
N/A
|
|||
4.70% Notes
|
700,000
|
|
|
(3,987
|
)
|
|
(4,626
|
)
|
|
March 15 and September 15
|
|
March 12, 2012
|
N/A
|
|||
3.50% Notes
|
1,000,000
|
|
|
(10,731
|
)
|
|
(12,034
|
)
|
|
January 31 and July 31
|
|
January 8, 2013
|
N/A
|
|||
5.00% Notes (3)
|
1,000,000
|
|
|
2,742
|
|
|
3,453
|
|
|
February 15 and August 15
|
|
August 19, 2013
|
N/A
|
|||
4.000% Notes
|
750,000
|
|
|
(10,015
|
)
|
|
(10,943
|
)
|
|
June 1 and December 1
|
|
May 7, 2015
|
March 1, 2025
|
|||
4.400% Notes
|
500,000
|
|
|
(4,788
|
)
|
|
—
|
|
|
February 15 and August 15
|
|
January 12, 2016
|
November 15, 2025
|
|||
3.375% Notes
|
1,000,000
|
|
|
(16,631
|
)
|
|
—
|
|
|
April 15 and October 15
|
|
May 13, 2016
|
July 15, 2026
|
|||
3.125% Notes
|
400,000
|
|
|
(3,287
|
)
|
|
—
|
|
|
January 15 and July 15
|
|
September 30, 2016
|
October 15, 2026
|
(1)
|
Includes unamortized discounts, premiums and debt issuance costs and fair value adjustments due to interest rate swaps.
|
(2)
|
The Company will not be required to pay a make-whole premium if redeemed on or after the par call date.
|
(3)
|
The original issue date for the
3.40%
Notes and the
5.00%
Notes was August 19, 2013. The issue date for the reopened
3.40%
Notes and the reopened
5.00%
Notes was January 10, 2014.
|
(4)
|
Includes
$22.3 million
fair value adjustment due to interest rate swaps.
|
Year Ending December 31,
|
|
||
2017
|
$
|
238,806
|
|
2018
|
1,649,137
|
|
|
2019
|
1,759,808
|
|
|
2020
|
2,677,594
|
|
|
2021
|
1,976,976
|
|
|
Thereafter
|
10,350,583
|
|
|
|
|
||
Total cash obligations
|
18,652,904
|
|
|
Unamortized discounts, premiums and debt issuance costs and fair value adjustments, net
|
(119,439
|
)
|
|
|
|
||
Balance as of December 31, 2016
|
$
|
18,533,465
|
|
|
|
|
2016
|
|
2015
|
||||
Unearned revenue
|
$
|
457,272
|
|
|
$
|
451,844
|
|
Deferred rent liability
|
407,157
|
|
|
348,532
|
|
||
Other miscellaneous liabilities
|
278,294
|
|
|
158,973
|
|
||
Other non-current liabilities
|
$
|
1,142,723
|
|
|
$
|
959,349
|
|
|
2016
|
|
2015
|
||||
Beginning balance as of January 1,
|
$
|
856,936
|
|
|
$
|
609,035
|
|
Additions
|
64,092
|
|
|
277,982
|
|
||
Accretion expense
|
67,010
|
|
|
55,592
|
|
||
Revisions in estimates (1)
|
(21,130
|
)
|
|
(83,636
|
)
|
||
Settlements
|
(1,401
|
)
|
|
(2,037
|
)
|
||
Balance as of December 31,
|
$
|
965,507
|
|
|
$
|
856,936
|
|
(1)
|
Revisions in estimates include an increase in the liability of
$9.6 million
for the year ended December 31, 2016 and a decrease in the liability of
$81.7 million
for the year ended December 31, 2015 related to foreign currency translation.
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|||||||||||||||||
|
|
Fair Value Measurements Using
|
|
Fair Value Measurements Using
|
|||||||||||||||||
|
|
Level 1
|
Level 2
|
|
Level 3
|
|
Level 1
|
Level 2
|
|
Level 3
|
|||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Short-term investments (1)
|
|
$
|
4,026
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Interest rate swap agreements
|
|
—
|
|
$
|
3
|
|
|
—
|
|
|
—
|
|
$
|
692
|
|
|
—
|
|
|||
Embedded derivative in lease agreement
|
|
—
|
|
—
|
|
|
$
|
13,290
|
|
|
—
|
|
—
|
|
|
$
|
14,176
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate swap agreements
|
|
—
|
|
$
|
24,682
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Acquisition-related contingent consideration
|
|
—
|
|
—
|
|
|
$
|
15,444
|
|
|
—
|
|
—
|
|
|
$
|
12,436
|
|
(1)
|
Consists of highly liquid investments with original maturities in excess of three months.
|
|
2016
|
|
2015
|
||||||||
|
Local
|
USD
|
|
Local
|
USD
|
||||||
Colombia (COP) (1)
|
|
|
|
|
|
||||||
Notional
|
85,000,000
|
|
$
|
28,327
|
|
|
95,000,000
|
|
$
|
30,164
|
|
Fair Value
|
8,763
|
|
3
|
|
|
2,179,374
|
|
692
|
|
(1)
|
As of December 31, 2016 and 2015, the interest rate swap agreement in Colombia was included in Notes receivable and other non-current assets on the consolidated balance sheet.
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
12,436
|
|
|
$
|
28,524
|
|
Additions
|
8,811
|
|
|
1,626
|
|
||
Settlements
|
(306
|
)
|
|
(7,943
|
)
|
||
Change in fair value
|
(6,372
|
)
|
|
(4,781
|
)
|
||
Foreign currency translation adjustment
|
875
|
|
|
(4,990
|
)
|
||
Balance as of December 31
|
$
|
15,444
|
|
|
$
|
12,436
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(26,494
|
)
|
|
$
|
(73,930
|
)
|
|
$
|
(2,390
|
)
|
State
|
(1,976
|
)
|
|
(21,216
|
)
|
|
(797
|
)
|
|||
Foreign
|
(100,074
|
)
|
|
(55,045
|
)
|
|
(57,934
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(616
|
)
|
|
9,131
|
|
|
(4,180
|
)
|
|||
State
|
(259
|
)
|
|
8
|
|
|
(973
|
)
|
|||
Foreign
|
(26,082
|
)
|
|
(16,903
|
)
|
|
3,769
|
|
|||
Income tax provision
|
$
|
(155,501
|
)
|
|
$
|
(157,955
|
)
|
|
$
|
(62,505
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Adjustment to reflect REIT status (1)
|
(35
|
)
|
|
(35
|
)
|
|
(35
|
)
|
Foreign taxes
|
5
|
|
|
3
|
|
|
2
|
|
Foreign withholding taxes
|
4
|
|
|
3
|
|
|
3
|
|
Uncertain tax positions
|
5
|
|
|
—
|
|
|
—
|
|
Change in tax law
|
—
|
|
|
2
|
|
|
—
|
|
MIPT tax election (2)
|
—
|
|
|
11
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
Effective tax rate
|
14
|
%
|
|
19
|
%
|
|
7
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
882,552
|
|
|
$
|
785,201
|
|
|
$
|
857,457
|
|
Foreign
|
243,308
|
|
|
44,761
|
|
|
8,247
|
|
|||
Total
|
$
|
1,125,860
|
|
|
$
|
829,962
|
|
|
$
|
865,704
|
|
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
278,674
|
|
|
$
|
277,977
|
|
Accrued asset retirement obligations
|
130,014
|
|
|
92,295
|
|
||
Stock-based compensation
|
4,267
|
|
|
3,889
|
|
||
Unearned revenue
|
29,003
|
|
|
25,654
|
|
||
Unrealized loss on foreign currency
|
26,883
|
|
|
37,440
|
|
||
Other accruals and allowances
|
45,578
|
|
|
13,824
|
|
||
Items not currently deductible and other
|
26,886
|
|
|
17,608
|
|
||
Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(942,409
|
)
|
|
(194,230
|
)
|
||
Deferred rent
|
(27,099
|
)
|
|
(20,720
|
)
|
||
Other
|
(9,294
|
)
|
|
(11,077
|
)
|
||
Subtotal
|
(437,497
|
)
|
|
242,660
|
|
||
Valuation allowance
|
(144,397
|
)
|
|
(136,952
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(581,894
|
)
|
|
$
|
105,708
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1,
|
|
$
|
136,952
|
|
|
$
|
141,241
|
|
|
$
|
136,006
|
|
Additions (1)
|
|
14,118
|
|
|
19,512
|
|
|
40,124
|
|
|||
Reversals
|
|
—
|
|
|
—
|
|
|
(10,769
|
)
|
|||
Foreign currency translation
|
|
(6,673
|
)
|
|
(23,801
|
)
|
|
(24,120
|
)
|
|||
Balance as of December 31,
|
|
$
|
144,397
|
|
|
$
|
136,952
|
|
|
$
|
141,241
|
|
Years ended December 31,
|
Federal
|
|
State
|
|
Foreign
|
||||||
2017 to 2021
|
$
|
—
|
|
|
$
|
59,213
|
|
|
$
|
8,950
|
|
2022 to 2026
|
—
|
|
|
388,695
|
|
|
184,611
|
|
|||
2027 to 2031
|
146,763
|
|
|
98,538
|
|
|
—
|
|
|||
2032 to 2036
|
16,604
|
|
|
32,345
|
|
|
—
|
|
|||
Indefinite carryforward
|
—
|
|
|
—
|
|
|
831,185
|
|
|||
Total
|
$
|
163,367
|
|
|
$
|
578,791
|
|
|
$
|
1,024,746
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
28,114
|
|
|
$
|
31,947
|
|
|
$
|
32,545
|
|
Additions based on tax positions related to the current year
|
82,912
|
|
|
5,042
|
|
|
4,187
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
3,780
|
|
|||
Foreign currency
|
(307
|
)
|
|
(5,371
|
)
|
|
(3,216
|
)
|
|||
Reduction as a result of the lapse of statute of limitations and effective settlements
|
(3,168
|
)
|
|
(3,504
|
)
|
|
(5,349
|
)
|
|||
Balance at December 31
|
$
|
107,551
|
|
|
$
|
28,114
|
|
|
$
|
31,947
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-based compensation expense
|
$
|
89,898
|
|
|
$
|
90,537
|
|
|
$
|
80,153
|
|
Stock-based compensation expense capitalized as property and equipment
|
1,443
|
|
|
2,052
|
|
|
1,589
|
|
|
2016
|
|
2015
|
|
2014
|
Range of risk-free interest rate
|
1.00% - 1.73%
|
|
1.32% - 1.62%
|
|
1.46% - 1.74%
|
Weighted average risk-free interest rate
|
1.44%
|
|
1.61%
|
|
1.64%
|
Range of expected life of stock options
|
4.5 - 5.2 years
|
|
4.5 years
|
|
4.5 years
|
Range of expected volatility of the underlying stock price
|
20.59% - 21.45%
|
|
21.09% - 21.24%
|
|
21.94% - 23.35%
|
Weighted average expected volatility of underlying stock price
|
21.43%
|
|
21.09%
|
|
23.08%
|
Range of expected annual dividend yield
|
1.85% - 2.40%
|
|
1.50% - 1.85%
|
|
1.50%
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Life (Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|||||
Outstanding as of January 1, 2016
|
|
7,680,819
|
|
|
|
$71.10
|
|
|
|
|
|
||
Granted
|
|
1,161,370
|
|
|
95.16
|
|
|
|
|
|
|||
Exercised
|
|
(1,520,541
|
)
|
|
55.86
|
|
|
|
|
|
|||
Forfeited
|
|
(51,472
|
)
|
|
90.10
|
|
|
|
|
|
|||
Expired
|
|
(800
|
)
|
|
33.96
|
|
|
|
|
|
|||
Outstanding as of December 31, 2016
|
|
7,269,376
|
|
|
|
$78.00
|
|
|
6.73
|
|
|
$201.4
|
|
Exercisable as of December 31, 2016
|
|
3,519,976
|
|
|
|
$64.93
|
|
|
5.24
|
|
|
$143.4
|
|
Vested or expected to vest as of December 31, 2016
|
|
7,269,376
|
|
|
|
$78.00
|
|
|
6.73
|
|
|
$201.4
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Outstanding
Number of
Options
|
|
Range of Exercise
Price Per Share
|
|
Weighted
Average Exercise
Price Per Share
|
|
Weighted Average
Remaining Life
(Years)
|
|
Options
Exercisable
|
|
Weighted
Average Exercise
Price Per Share
|
||||||
733,732
|
|
|
$28.39 - $43.11
|
|
$
|
37.01
|
|
|
2.35
|
|
733,732
|
|
|
$
|
37.01
|
|
1,130,308
|
|
|
44.92 - 62.00
|
|
56.55
|
|
|
4.55
|
|
1,130,308
|
|
|
56.55
|
|
||
916,991
|
|
|
64.01 - 76.90
|
|
76.74
|
|
|
6.18
|
|
621,338
|
|
|
76.69
|
|
||
1,428,834
|
|
|
77.42- 81.18
|
|
81.12
|
|
|
7.14
|
|
589,547
|
|
|
81.13
|
|
||
1,900,077
|
|
|
81.46 - 94.57
|
|
94.35
|
|
|
8.15
|
|
441,405
|
|
|
94.34
|
|
||
1,159,434
|
|
|
94.71 - 113.60
|
|
95.21
|
|
|
9.19
|
|
3,646
|
|
|
99.14
|
|
||
7,269,376
|
|
|
$28.39 - $113.60
|
|
$
|
78.00
|
|
|
6.73
|
|
3,519,976
|
|
|
$
|
64.93
|
|
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
|
PSUs
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding as of January 1, 2016 (1)
|
1,656,993
|
|
|
$
|
84.12
|
|
|
33,377
|
|
|
$
|
94.57
|
|
Granted (2)
|
784,178
|
|
|
95.15
|
|
|
209,380
|
|
|
93.81
|
|
||
Vested
|
(656,645
|
)
|
|
79.36
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(120,783
|
)
|
|
90.18
|
|
|
—
|
|
|
—
|
|
||
Outstanding as of December 31, 2016
|
1,663,743
|
|
|
$
|
90.76
|
|
|
242,757
|
|
|
$
|
93.92
|
|
Expected to vest as of December 31, 2016
|
1,663,743
|
|
|
$
|
90.76
|
|
|
242,757
|
|
|
$
|
93.92
|
|
(1)
|
PSUs represent the shares issuable for the 2015 PSUs (as defined below) at the end of the
three
-year performance cycle based on exceeding the performance metric for the first year’s performance period.
|
(2)
|
PSUs represent the shares issuable for the 2015 PSUs at the end of the
three
-year performance cycle based on exceeding the performance metric for the second year’s performance period and the target number of shares issuable at the end of the three-year performance cycle for the 2016 PSUs (as defined below).
|
Balance as of January 1, 2016
|
|
$
|
—
|
|
Fair value at acquisition
|
|
1,100,804
|
|
|
Net income attributable to noncontrolling interests
|
|
13,851
|
|
|
Foreign currency translation adjustment attributable to noncontrolling interests
|
|
(23,435
|
)
|
|
Balance as of December 31, 2016
|
|
$
|
1,091,220
|
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
||||||||||||
Common Stock
|
$
|
2.17
|
|
|
$
|
923.7
|
|
|
$
|
1.81
|
|
|
$
|
766.4
|
|
|
$
|
1.40
|
|
|
$
|
554.6
|
|
|
Series A Preferred Stock
|
$
|
5.25
|
|
|
$
|
31.5
|
|
|
$
|
3.94
|
|
|
$
|
23.7
|
|
|
$
|
3.98
|
|
|
$
|
23.9
|
|
|
Series B Preferred Stock
|
$
|
55.00
|
|
|
$
|
75.6
|
|
|
$
|
38.65
|
|
|
$
|
53.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014 (1)
|
|||||||||||||||
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|||||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
2.1700
|
|
(2)
|
100.00
|
%
|
|
$
|
1.2694
|
|
|
70.13
|
%
|
|
$
|
1.4000
|
|
|
100.00
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
0.5406
|
|
|
29.87
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
2.1700
|
|
|
100.00
|
%
|
|
$
|
1.8100
|
|
|
100.00
|
%
|
|
$
|
1.4000
|
|
|
100.00
|
%
|
Series A Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
6.4578
|
|
(3)
|
100.00
|
%
|
|
$
|
3.6818
|
|
(4)
|
70.13
|
%
|
|
$
|
2.6688
|
|
|
100.00
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
1.5682
|
|
|
29.87
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
6.4578
|
|
|
100.00
|
%
|
|
$
|
5.2500
|
|
|
100.00
|
%
|
|
$
|
2.6688
|
|
|
100.00
|
%
|
Series B Preferred Stock (5)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
5.5000
|
|
|
100.00
|
%
|
|
$
|
2.7107
|
|
|
70.13
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
1.1546
|
|
|
29.87
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
5.5000
|
|
|
100.00
|
%
|
|
$
|
3.8653
|
|
|
100.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
(1)
|
The Company had no Series B Preferred Stock outstanding during the year ended December 31, 2014.
|
(2)
|
Includes dividend declared on December 14, 2016 of
$0.58
per share, which was paid on January 13, 2017 to common stockholders of record at the close of business on December 28, 2016.
|
(3)
|
Includes a deemed distribution as a result of a conversion rate adjustment triggered on June 17, 2016.
|
(4)
|
Includes dividend declared on December 2, 2014 of
$1.3125
per share, which was paid on February 16, 2015 to preferred stockholders of record at the close of business on February 1, 2015.
|
(5)
|
Represents the tax treatment on dividends per depositary share, each of which represents a 1/10th interest in a share of Series B Preferred Stock.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to American Tower Corporation stockholders
|
$
|
956,425
|
|
|
$
|
685,074
|
|
|
$
|
824,910
|
|
Dividends on preferred stock
|
(107,125
|
)
|
|
(90,163
|
)
|
|
(23,888
|
)
|
|||
Net income attributable to American Tower Corporation common stockholders
|
849,300
|
|
|
594,911
|
|
|
801,022
|
|
|||
Basic weighted average common shares outstanding
|
425,143
|
|
|
418,907
|
|
|
395,958
|
|
|||
Dilutive securities
|
4,140
|
|
|
4,108
|
|
|
4,128
|
|
|||
Diluted weighted average common shares outstanding
|
429,283
|
|
|
423,015
|
|
|
400,086
|
|
|||
Basic net income attributable to American Tower Corporation common stockholders per common share
|
$
|
2.00
|
|
|
$
|
1.42
|
|
|
$
|
2.02
|
|
Diluted net income attributable to American Tower Corporation common stockholders per common share
|
$
|
1.98
|
|
|
$
|
1.41
|
|
|
$
|
2.00
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Restricted stock awards
|
6
|
|
|
—
|
|
|
5
|
|
Stock options
|
817
|
|
|
1,606
|
|
|
1,290
|
|
Preferred stock
|
17,509
|
|
|
15,408
|
|
|
4,303
|
|
Year Ending December 31,
|
|
||
2017
|
$
|
28
|
|
2018
|
24
|
|
|
2019
|
22
|
|
|
2020
|
18
|
|
|
2021
|
14
|
|
|
Thereafter
|
163
|
|
|
Total minimum lease payments
|
269
|
|
|
Less amounts representing interest
|
(132
|
)
|
|
Present value of capital lease obligations
|
$
|
137
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
645,092
|
|
|
$
|
577,952
|
|
|
$
|
548,089
|
|
Cash paid for income taxes (net of refunds of $19,554, $7,053 and $8,476, respectively)
|
96,241
|
|
|
157,058
|
|
|
69,212
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
(Decrease) increase in accounts payable and accrued expenses for purchases of property and equipment and construction activities
|
(18,973
|
)
|
|
2,780
|
|
|
1,121
|
|
|||
Purchases of property and equipment under capital leases
|
55,635
|
|
|
36,851
|
|
|
36,486
|
|
|||
Fair value of debt assumed through acquisitions
|
786,889
|
|
|
—
|
|
|
463,135
|
|
|||
Exercise of purchase option for property and equipment for common shares issued
|
120,785
|
|
|
—
|
|
|
—
|
|
|||
Settlement of accounts receivable related to acquisitions
|
—
|
|
|
899
|
|
|
31,849
|
|
|||
Conversion of third-party debt to equity
|
—
|
|
|
—
|
|
|
111,181
|
|
•
|
U.S.: property operations in the United States;
|
•
|
Asia: property operations in India;
|
•
|
EMEA: property operations in Germany, Ghana, Nigeria, South Africa and Uganda; and
|
•
|
Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico and Peru.
|
|
|
Property
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
|||||||||||||||||||||||
Year ended December 31, 2016
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Segment revenues
|
|
$
|
3,370,033
|
|
|
$
|
827,627
|
|
|
$
|
529,531
|
|
|
$
|
985,935
|
|
|
$
|
5,713,126
|
|
|
$
|
72,542
|
|
|
|
|
$
|
5,785,668
|
|
||
Segment operating expenses (1)
|
|
733,403
|
|
|
465,938
|
|
|
223,716
|
|
|
337,887
|
|
|
1,760,944
|
|
|
27,007
|
|
|
|
|
1,787,951
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,960
|
|
|
10,960
|
|
|
—
|
|
|
|
|
10,960
|
|
|||||||||
Segment gross margin
|
|
2,636,630
|
|
|
361,689
|
|
|
305,815
|
|
|
659,008
|
|
|
3,963,142
|
|
|
45,535
|
|
|
|
|
4,008,677
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
147,559
|
|
|
48,238
|
|
|
60,903
|
|
|
60,690
|
|
|
317,390
|
|
|
12,510
|
|
|
|
|
329,900
|
|
|||||||||
Segment operating profit
|
|
$
|
2,489,071
|
|
|
$
|
313,451
|
|
|
$
|
244,912
|
|
|
$
|
598,318
|
|
|
$
|
3,645,752
|
|
|
$
|
33,025
|
|
|
|
|
$
|
3,678,777
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
89,898
|
|
|
89,898
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,035
|
|
|
126,035
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,525,635
|
|
|
1,525,635
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811,349
|
|
|
811,349
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,125,860
|
|
||||||||||||||
Capital expenditures (3)
|
|
$
|
310,744
|
|
|
$
|
115,508
|
|
|
$
|
86,128
|
|
|
$
|
172,568
|
|
|
$
|
684,948
|
|
|
$
|
—
|
|
|
$
|
16,439
|
|
|
$
|
701,387
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$2.4 million
and
$87.5 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
(3)
|
Includes
$18.9 million
of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes and capital leases in the cash flow from financing activities in our consolidated statement of cash flows.
|
|
|
Property
|
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
||||||||||||||||||||||
Year ended December 31, 2015
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Segment revenues
|
|
$
|
3,157,501
|
|
|
$
|
242,223
|
|
|
$
|
395,092
|
|
|
$
|
885,572
|
|
|
$
|
4,680,388
|
|
|
$
|
91,128
|
|
|
|
|
$
|
4,771,516
|
|
||
Segment operating expenses (1)
|
|
678,499
|
|
|
126,874
|
|
|
163,820
|
|
|
304,629
|
|
|
1,273,822
|
|
|
32,993
|
|
|
|
|
1,306,815
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,209
|
|
|
11,209
|
|
|
—
|
|
|
|
|
11,209
|
|
|||||||||
Segment gross margin
|
|
2,479,002
|
|
|
115,349
|
|
|
231,272
|
|
|
592,152
|
|
|
3,417,775
|
|
|
58,135
|
|
|
|
|
3,475,910
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
138,617
|
|
|
22,771
|
|
|
48,672
|
|
|
62,111
|
|
|
272,171
|
|
|
15,724
|
|
|
|
|
287,895
|
|
|||||||||
Segment operating profit
|
|
$
|
2,340,385
|
|
|
$
|
92,578
|
|
|
$
|
182,600
|
|
|
$
|
530,041
|
|
|
$
|
3,145,604
|
|
|
$
|
42,411
|
|
|
|
|
$
|
3,188,015
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
90,537
|
|
|
90,537
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,456
|
|
|
121,456
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,285,328
|
|
|
1,285,328
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
860,732
|
|
|
860,732
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
829,962
|
|
||||||||||||||
Capital expenditures
|
|
$
|
367,663
|
|
|
$
|
75,407
|
|
|
$
|
66,625
|
|
|
$
|
201,806
|
|
|
$
|
711,501
|
|
|
$
|
—
|
|
|
$
|
17,252
|
|
|
$
|
728,753
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$2.1 million
and
$88.5 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
|
|
Property
|
|
Total
Property
|
|
Services |
|
Other
|
|
Total
|
||||||||||||||||||||||
Year ended December 31, 2014
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Segment revenues
|
|
$
|
2,639,790
|
|
|
$
|
219,566
|
|
|
$
|
315,053
|
|
|
$
|
832,445
|
|
|
$
|
4,006,854
|
|
|
$
|
93,194
|
|
|
|
|
$
|
4,100,048
|
|
||
Segment operating expenses (1)
|
|
515,742
|
|
|
121,797
|
|
|
126,714
|
|
|
290,527
|
|
|
1,054,780
|
|
|
37,648
|
|
|
|
|
1,092,428
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,547
|
|
|
10,547
|
|
|
—
|
|
|
|
|
10,547
|
|
|||||||||
Segment gross margin
|
|
2,124,048
|
|
|
97,769
|
|
|
188,339
|
|
|
552,465
|
|
|
2,962,621
|
|
|
55,546
|
|
|
|
|
3,018,167
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
124,944
|
|
|
19,632
|
|
|
39,553
|
|
|
66,890
|
|
|
251,019
|
|
|
12,469
|
|
|
|
|
263,488
|
|
|||||||||
Segment operating profit
|
|
$
|
1,999,104
|
|
|
$
|
78,137
|
|
|
$
|
148,786
|
|
|
$
|
485,575
|
|
|
$
|
2,711,602
|
|
|
$
|
43,077
|
|
|
|
|
$
|
2,754,679
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,153
|
|
|
80,153
|
|
|||||||||||||
Other selling, general, administrative and development expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,738
|
|
|
104,738
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,003,802
|
|
|
1,003,802
|
|
||||||||||||||
Other expense (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,282
|
|
|
700,282
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
865,704
|
|
||||||||||||||
Capital expenditures
|
|
$
|
576,153
|
|
|
$
|
74,334
|
|
|
$
|
70,126
|
|
|
$
|
229,645
|
|
|
$
|
950,258
|
|
|
$
|
—
|
|
|
$
|
24,146
|
|
|
$
|
974,404
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$1.8 million
and
$78.3 million
, respectively.
|
(2)
|
Includes
$7.9 million
of expense previously recorded as segment selling, general, administrative and development expense.
|
(3)
|
Primarily includes interest expense.
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. property
|
$
|
18,846,941
|
|
|
$
|
19,286,465
|
|
|
$
|
14,335,731
|
|
Asia property (1)
|
4,535,293
|
|
|
736,149
|
|
|
738,290
|
|
|||
EMEA property (1)
|
2,062,399
|
|
|
2,249,634
|
|
|
1,275,253
|
|
|||
Latin America property (1)
|
4,938,064
|
|
|
4,401,258
|
|
|
4,700,357
|
|
|||
Services
|
48,327
|
|
|
68,388
|
|
|
57,367
|
|
|||
Other (2)
|
448,126
|
|
|
162,378
|
|
|
156,567
|
|
|||
Total assets
|
$
|
30,879,150
|
|
|
$
|
26,904,272
|
|
|
$
|
21,263,565
|
|
(1)
|
Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
|
(2)
|
Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
3,442,575
|
|
|
$
|
3,248,629
|
|
|
$
|
2,732,984
|
|
Asia (1):
|
|
|
|
|
|
||||||
India
|
827,627
|
|
|
242,223
|
|
|
219,566
|
|
|||
EMEA (1):
|
|
|
|
|
|
||||||
Germany
|
60,163
|
|
|
55,965
|
|
|
64,946
|
|
|||
Ghana
|
116,219
|
|
|
94,549
|
|
|
95,486
|
|
|||
Nigeria
|
215,402
|
|
|
109,701
|
|
|
—
|
|
|||
South Africa
|
80,006
|
|
|
80,510
|
|
|
98,334
|
|
|||
Uganda
|
57,741
|
|
|
54,367
|
|
|
56,287
|
|
|||
Latin America (1):
|
|
|
|
|
|
||||||
Argentina
|
1,065
|
|
|
—
|
|
|
—
|
|
|||
Brazil
|
506,182
|
|
|
408,644
|
|
|
331,089
|
|
|||
Chile
|
33,831
|
|
|
29,650
|
|
|
31,756
|
|
|||
Colombia
|
79,755
|
|
|
78,351
|
|
|
89,421
|
|
|||
Costa Rica
|
18,968
|
|
|
17,244
|
|
|
16,742
|
|
|||
Mexico
|
331,173
|
|
|
340,461
|
|
|
354,116
|
|
|||
Panama (2)
|
—
|
|
|
—
|
|
|
1,243
|
|
|||
Peru
|
14,961
|
|
|
11,222
|
|
|
8,078
|
|
|||
Total International
|
2,343,093
|
|
|
1,522,887
|
|
|
1,367,064
|
|
|||
Total operating revenues
|
$
|
5,785,668
|
|
|
$
|
4,771,516
|
|
|
$
|
4,100,048
|
|
(1)
|
Balances are translated at the applicable exchange rate, which may impact comparability between periods.
|
(2)
|
In September 2014, the Company completed the sale of its operations in Panama.
|
|
2016
|
|
2015
|
||||
Long-Lived Assets (1):
|
|
|
|
||||
United States
|
$
|
16,969,558
|
|
|
$
|
17,516,535
|
|
Asia (2):
|
|
|
|
||||
India
|
4,094,190
|
|
|
619,370
|
|
||
EMEA (2):
|
|
|
|
||||
Germany
|
397,317
|
|
|
388,727
|
|
||
Ghana
|
192,158
|
|
|
217,530
|
|
||
Nigeria
|
640,634
|
|
|
1,018,980
|
|
||
South Africa
|
271,760
|
|
|
133,088
|
|
||
Uganda
|
141,533
|
|
|
162,346
|
|
||
Latin America (2):
|
|
|
|
||||
Argentina
|
137,588
|
|
|
—
|
|
||
Brazil
|
2,626,431
|
|
|
2,204,494
|
|
||
Chile
|
137,170
|
|
|
121,938
|
|
||
Colombia
|
272,338
|
|
|
256,892
|
|
||
Costa Rica
|
117,481
|
|
|
120,292
|
|
||
Mexico
|
797,798
|
|
|
976,707
|
|
||
Peru
|
66,593
|
|
|
59,206
|
|
||
Total International
|
9,892,991
|
|
|
6,279,570
|
|
||
Total long-lived assets
|
$
|
26,862,549
|
|
|
$
|
23,796,105
|
|
(1)
|
Includes Property and equipment, net, Goodwill and Other intangible assets, net.
|
(2)
|
Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
|
|
2016
|
|
2015
|
|
2014
|
|||
AT&T
|
21
|
%
|
|
24
|
%
|
|
20
|
%
|
Verizon Wireless
|
15
|
%
|
|
16
|
%
|
|
11
|
%
|
Sprint
|
11
|
%
|
|
13
|
%
|
|
15
|
%
|
T-Mobile
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|
Three Months Ended
|
|
Year Ended
December 31,
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,289,047
|
|
|
$
|
1,442,227
|
|
|
$
|
1,514,845
|
|
|
$
|
1,539,549
|
|
|
$
|
5,785,668
|
|
Costs of operations (1)
|
351,445
|
|
|
459,711
|
|
|
491,237
|
|
|
487,996
|
|
|
1,790,389
|
|
|||||
Operating income
|
451,853
|
|
|
432,806
|
|
|
479,074
|
|
|
489,296
|
|
|
1,853,029
|
|
|||||
Net income
|
281,307
|
|
|
192,464
|
|
|
263,735
|
|
|
232,853
|
|
|
970,359
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
275,159
|
|
|
187,550
|
|
|
264,509
|
|
|
229,207
|
|
|
956,425
|
|
|||||
Dividends on preferred stock
|
(26,781
|
)
|
|
(26,782
|
)
|
|
(26,781
|
)
|
|
(26,781
|
)
|
|
(107,125
|
)
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
248,378
|
|
|
160,768
|
|
|
237,728
|
|
|
202,426
|
|
|
849,300
|
|
|||||
Basic net income per share attributable to American Tower Corporation common stockholders
|
0.59
|
|
|
0.38
|
|
|
0.56
|
|
|
0.48
|
|
|
2.00
|
|
|||||
Diluted net income per share attributable to American Tower Corporation common stockholders
|
0.58
|
|
|
0.37
|
|
|
0.55
|
|
|
0.47
|
|
|
1.98
|
|
|
Three Months Ended
|
|
Year Ended
December 31,
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|||||||||||
2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,079,190
|
|
|
$
|
1,174,375
|
|
|
$
|
1,237,910
|
|
|
$
|
1,280,041
|
|
|
$
|
4,771,516
|
|
Costs of operations (1)
|
264,640
|
|
|
322,458
|
|
|
365,389
|
|
|
356,381
|
|
|
1,308,868
|
|
|||||
Operating income
|
419,966
|
|
|
389,774
|
|
|
400,925
|
|
|
402,124
|
|
|
1,612,789
|
|
|||||
Net income
|
195,492
|
|
|
157,180
|
|
|
97,740
|
|
|
221,595
|
|
|
672,007
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
193,317
|
|
|
156,056
|
|
|
102,999
|
|
|
232,702
|
|
|
685,074
|
|
|||||
Dividends on preferred stock
|
(9,819
|
)
|
|
(26,782
|
)
|
|
(26,781
|
)
|
|
(26,781
|
)
|
|
(90,163
|
)
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
183,498
|
|
|
129,274
|
|
|
76,218
|
|
|
205,921
|
|
|
594,911
|
|
|||||
Basic net income per share attributable to American Tower Corporation common stockholders
|
0.45
|
|
|
0.31
|
|
|
0.18
|
|
|
0.49
|
|
|
1.42
|
|
|||||
Diluted net income per share attributable to American Tower Corporation common stockholders
|
0.45
|
|
|
0.30
|
|
|
0.18
|
|
|
0.48
|
|
|
1.41
|
|
(1)
|
Represents Operating expenses, exclusive of Depreciation, amortization and accretion, Selling, general, administrative and development expense, and Other operating expenses.
|
Description
|
|
Encumbrances
|
|
|
Initial cost
to company
|
|
Cost
capitalized
subsequent to
acquisition
|
|
Gross amount
carried at
close of current
period
|
|
|
Accumulated
depreciation at close of current period
|
|
Date of
construction
|
|
Date
acquired
|
|
Life on which
depreciation in
latest income
statements is
computed
|
|||||||
144,119
|
sites (1)
|
|
$
|
3,815,002
|
|
(2)
|
|
(3)
|
|
(3)
|
|
$
|
14,276,973
|
|
(4)
|
|
$
|
(4,548,096
|
)
|
|
Various
|
|
Various
|
|
Up to 20 years
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Gross amount at beginning
|
$
|
13,046,291
|
|
|
$
|
10,434,326
|
|
(1)
|
$
|
9,921,276
|
|
(1)
|
Additions during period:
|
|
|
|
|
|
|
||||||
Acquisitions
|
787,206
|
|
|
2,620,778
|
|
|
397,837
|
|
|
|||
Discretionary capital projects (2)
|
105,279
|
|
|
210,421
|
|
|
437,720
|
|
|
|||
Discretionary ground lease purchases (3)
|
168,133
|
|
|
144,695
|
|
|
159,637
|
|
|
|||
Redevelopment capital expenditures (4)
|
136,821
|
|
|
114,089
|
|
|
96,782
|
|
|
|||
Capital improvements (5)
|
81,790
|
|
|
42,417
|
|
|
41,967
|
|
|
|||
Start-up capital expenditures (6)
|
128,707
|
|
|
35,561
|
|
|
21,173
|
|
|
|||
Other (7)
|
139,356
|
|
|
201,118
|
|
|
22,069
|
|
|
|||
Total additions
|
1,547,292
|
|
|
3,369,079
|
|
|
1,177,185
|
|
|
|||
Deductions during period:
|
|
|
|
|
|
|
||||||
Cost of real estate sold or disposed
|
(85,789
|
)
|
|
(60,975
|
)
|
|
(60,147
|
)
|
|
|||
Other (8)
|
(230,821
|
)
|
|
(696,139
|
)
|
|
(569,107
|
)
|
|
|||
Total deductions:
|
(316,610
|
)
|
|
(757,114
|
)
|
|
(629,254
|
)
|
|
|||
Balance at end
|
$
|
14,276,973
|
|
|
$
|
13,046,291
|
|
|
$
|
10,469,207
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross amount of accumulated depreciation at beginning
|
$
|
(3,994,874
|
)
|
|
$
|
(3,613,078
|
)
|
|
$
|
(3,297,033
|
)
|
Additions during period:
|
|
|
|
|
|
||||||
Depreciation
|
(647,910
|
)
|
|
(557,052
|
)
|
|
(457,135
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(761
|
)
|
|||
Total additions
|
(647,910
|
)
|
|
(557,052
|
)
|
|
(457,896
|
)
|
|||
Deductions during period:
|
|
|
|
|
|
||||||
Amount of accumulated depreciation for assets sold or disposed
|
24,911
|
|
|
30,083
|
|
|
20,953
|
|
|||
Other (8)
|
69,777
|
|
|
145,173
|
|
|
120,898
|
|
|||
Total deductions
|
94,688
|
|
|
175,256
|
|
|
141,851
|
|
|||
Balance at end
|
$
|
(4,548,096
|
)
|
|
$
|
(3,994,874
|
)
|
|
$
|
(3,613,078
|
)
|
(1)
|
Beginning balance has been revised to reflect purchase accounting measurement period adjustments.
|
(2)
|
Includes amounts incurred primarily for the construction of new sites.
|
(3)
|
Includes amounts incurred to purchase or otherwise secure the land under communications sites.
|
(4)
|
Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
|
(5)
|
Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
|
(6)
|
Includes amounts incurred in connection with acquisitions or new market launches. Start-up capital expenditures includes non-recurring expenditures contemplated in acquisitions or new market launch business cases.
|
(7)
|
Primarily includes regional improvements and other additions.
|
(8)
|
Primarily includes foreign currency exchange rate fluctuations and other deductions.
|
(1
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on April 2, 2001;
|
|
|
|
|
(2
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on March 15, 2006;
|
|
|
|
|
(3
|
)
|
|
Tender Offer Statement on Schedule TO (File No. 005-55211) filed on November 29, 2006;
|
|
|
|
|
(4
|
)
|
|
Definitive Proxy Statement on Schedule 14A (File No. 001-14195) filed on March 22, 2007;
|
|
|
|
|
(5
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on August 6, 2008;
|
|
|
|
|
(6
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 5, 2009;
|
|
|
|
|
(7
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on May 8, 2009;
|
|
|
|
|
(8
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on August 6, 2009;
|
|
|
|
|
(9
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on March 1, 2010;
|
|
|
|
|
(10
|
)
|
|
Registration Statement on Form S-3ASR (File No. 333-166805) filed on May 13, 2010;
|
|
|
|
|
(11
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on November 5, 2010;
|
|
|
|
|
(12
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on December 9, 2010;
|
|
|
|
|
(13
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 25, 2011;
|
|
|
|
|
(14
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on October 6, 2011;
|
|
|
|
|
(15
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 3, 2012;
|
|
|
|
|
(16
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 12, 2012;
|
|
|
|
|
(17
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 8, 2013;
|
|
|
|
|
(18
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 27, 2013;
|
|
|
|
|
(19
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on May 1, 2013;
|
|
|
|
|
(20
|
)
|
|
Registration Statement on Form S-3ASR (File No. 333-188812) filed on May 23, 2013;
|
|
|
|
|
(21
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on July 31, 2013;
|
|
|
|
|
(22
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 19, 2013;
|
|
|
|
|
(23
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on October 30, 2013;
|
|
|
|
|
(24
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 12, 2014;
|
|
|
|
|
(25
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 7, 2014;
|
|
|
|
|
(26
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on October 30, 2014;
|
|
|
|
|
(27
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on February 23, 2015;
|
|
|
|
|
(28
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 24, 2015;
|
|
|
|
|
(29
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 3, 2015;
|
|
|
|
|
(30
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on April 30, 2015;
|
|
|
|
|
(31
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 7, 2015;
|
|
|
|
|
(32
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on July 29, 2015;
|
|
|
|
|
(33
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 12, 2016;
|
|
|
|
|
(34
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on February 16, 2016;
|
|
|
|
|
(35
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 26, 2016;
|
|
|
|
|
(36
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 9, 2016;
|
|
|
|
|
(37
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 13, 2016;
|
|
|
|
|
(38
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on September 30, 2016; and
|
|
|
|
|
(39
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on October 27, 2016.
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
||
2.1
|
|
Agreement and Plan of Merger by and between American Tower Corporation and American Tower REIT, Inc., dated as of August 24, 2011
|
|
2.1 (13)
|
|
|
|
||
3.1
|
|
Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, effective as of December 31, 2011
|
|
3.1 (15)
|
|
|
|
||
3.2
|
|
Certificate of Merger, effective as of December 31, 2011
|
|
3.2 (15)
|
|
|
|
||
3.3
|
|
Amended and Restated By-Laws of the Company, effective as of February 12, 2016
|
|
3.1 (34)
|
|
|
|
|
|
3.4
|
|
Certificate of Designations of the 5.25% Mandatory Convertible Preferred Stock, Series A, of the Company as filed with the Secretary of State of the State of Delaware, effective as of May 12, 2014
|
|
3.1 (24)
|
|
|
|
||
3.5
|
|
Certificate of Designations of 5.50% Mandatory Convertible Preferred Stock, Series B, of the Company as filed with the Secretary of State of the State of Delaware, effective as of March 3, 2015
|
|
3.1 (29)
|
|
|
|
|
|
4.1
|
|
Indenture dated as of June 10, 2009, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 7.25% Senior Notes due 2019
|
|
10.1 (8)
|
|
|
|
||
4.2
|
|
Indenture dated May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee
|
|
4.3 (10)
|
|
|
|
||
4.3
|
|
Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee
|
|
4.12 (20)
|
|
|
|
|
|
4.4
|
|
Supplemental Indenture No. 1, dated August 16, 2010, to Indenture dated May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 5.050% Senior Notes due 2020
|
|
4 (11)
|
|
|
|
||
4.5
|
|
Supplemental Indenture No. 2, dated December 7, 2010, to Indenture dated May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 4.500% Senior Notes due 2018
|
|
4.1 (12)
|
|
|
|
||
4.6
|
|
Supplemental Indenture No. 3, dated as of October 6, 2011, to Indenture dated May 13, 2010, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee, for the 5.900% Senior Notes due 2021
|
|
4.1 (14)
|
|
|
|
||
4.7
|
|
Supplemental Indenture No. 1, dated as of December 30, 2011, to Indenture dated as of June 10, 2009, with respect to the Predecessor Registrant’s 7.25% Senior Notes due 2019, by and among, the Predecessor Registrant, the Company and The Bank of New York Mellon Trust Company N.A., as Trustee
|
|
4.4 (15)
|
|
|
|
|
|
4.8
|
|
Supplemental Indenture No. 4, dated as of December 30, 2011, to Indenture dated May 13, 2010, by and among, the Predecessor Registrant, the Company and The Bank of New York Mellon Trust Company N.A., as Trustee
|
|
4.6 (15)
|
|
|
|
||
4.9
|
|
Supplemental Indenture No. 5, dated as of March 12, 2012, to Indenture dated May 13, 2010, by and between the Company and the Bank of New York Mellon Trust Company N.A., as Trustee, for the 4.70% Senior Notes due 2022
|
|
4.1 (16)
|
|
|
|
||
4.10
|
|
Supplemental Indenture No. 6, dated as of January 8, 2013, to Indenture dated May 13, 2010, by and between the Company and the Bank of New York Mellon Trust Company N.A., as Trustee, for the 3.50% Senior Notes due 2023
|
|
4.1 (17)
|
|
|
|
||
4.11
|
|
Supplemental Indenture No. 1, dated as of August 19, 2013, to Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.40% Senior Notes due 2019 and the 5.00% Senior Notes due 2024
|
|
4.1 (22)
|
|
|
|
|
|
4.12
|
|
Supplemental Indenture No. 2, dated as of August 7, 2014, to Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as Trustee, for the 3.450% Senior Notes due 2021
|
|
4.1 (25)
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
4.13
|
|
Supplemental Indenture No. 3, dated as of May 7, 2015, to Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as trustee, for the 2.800% Senior Notes due 2020 and the 4.000% Senior Notes due 2025
|
|
4.1 (31)
|
|
|
|
|
|
4.14
|
|
Supplemental Indenture No. 4, dated as of January 12, 2016, to Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as trustee, for the 3.300% Senior Notes due 2021 and the 4.400% Senior Notes due 2026
|
|
4.1 (33)
|
|
|
|
|
|
4.15
|
|
Supplemental Indenture No. 5, dated as of May 13, 2016, to Indenture dated May 23, 2013, by and between the Company and U.S. Bank National Association, as trustee, for the 3.375% Senior Notes due 2026
|
|
4.1 (37)
|
|
|
|
|
|
4.16
|
|
Supplemental Indenture No. 6, dated as of September 30, 2016, to Indenture dated as of May 23, 2013, by and between the Company and U.S. Bank National Association, as trustee, for the 2.250% Senior Notes due 2022 and the 3.125% Senior Notes due 2027
|
|
4.1 (38)
|
|
|
|
|
|
4.17
|
|
Deposit Agreement, dated March 3, 2015, among the Company, Computershare Trust Company, N.A., Computershare Inc. and the holders from time to time of the depositary receipts evidencing the depositary shares, for the 5.50% Mandatory Convertible Preferred Stock, Series B
|
|
4.1 (29)
|
|
|
|
|
|
4.18
|
|
Third Amended and Restated Indenture, dated May 29, 2015, by and between GTP Acquisition Partners I, LLC, ACC Tower Sub, LLC, DCS Tower Sub, LLC, GTP South Acquisitions II, LLC, GTP Acquisition Partners II, LLC, GTP Acquisition Partners, III, LLC, GTP Infrastructure I, LLC, GTP Infrastructure II, LLC, GTP Infrastructure III, LLC, GTP Towers VIII, LLC, GTP Towers I, LLC, GTP Towers II, LLC, GTP Towers IV, LLC, GTP Towers V, LLC, GTP Towers VII, LLC, GTP Towers IX, LLC, PCS Structures Towers, LLC and GTP TRS I LLC, as obligors, and The Bank of New York Mellon, as trustee
|
|
4.2 (32)
|
|
|
|
|
|
4.19
|
|
Series 2015-1 Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, 2015
|
|
4.3 (32)
|
|
|
|
|
|
4.20
|
|
Series 2015-2 Supplement, dated May 29, 2015, to the Third Amended and Restated Indenture dated May 29, 2015
|
|
4.4 (32)
|
|
|
|
|
|
10.1
|
|
American Tower Systems Corporation 1997 Stock Option Plan, as amended
|
|
(d)(1) (3)*
|
|
|
|
||
10.2
|
|
American Tower Corporation 2000 Employee Stock Purchase Plan, as amended and restated
|
|
10.5 (9)
|
|
|
|
||
10.3
|
|
American Tower Corporation 2007 Equity Incentive Plan
|
|
Annex A (4)*
|
|
|
|
||
10.4
|
|
Form of Notice of Grant of Nonqualified Stock Option and Option Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.6 (18)*
|
|
|
|
||
10.5
|
|
Form of Notice of Grant of Nonqualified Stock Option and Option Agreement (Non-U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.31 (18)*
|
|
|
|
|
|
10.6
|
|
Form of Restricted Stock Unit Agreement (U.S. Employee/ Non-U.S. Employee Director) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.8 (18)*
|
|
|
|
||
10.7
|
|
Form of Restricted Stock Unit Agreement (Non-U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.9 (18)*
|
|
|
|
|
|
10.8
|
|
Form of Notice of Grant of Performance-Based Restricted Stock Units Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.1 (27)*
|
|
|
|
|
|
10.9
|
|
Form of Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee / Time) (Non-Employee Director) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.1 (36)*
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.10
|
|
Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan
|
|
10.2 (36)*
|
|
|
|
||
10.11
|
|
Noncompetition and Confidentiality Agreement dated as of January 1, 2004 between American Tower Corporation and William H. Hess
|
|
10.10 (2)*
|
|
|
|
|
|
10.12
|
|
Amendment, dated August 6, 2008, to Noncompetition and Confidentiality Agreement dated as of January 1, 2004 between American Tower Corporation and William H. Hess
|
|
10.1 (5)*
|
|
|
|
|
|
10.13
|
|
First Amended and Restated Loan and Security Agreement, dated as of March 15, 2013, by and between American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S. Bank National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities, as Lender
|
|
10.1 (19)
|
|
|
|
|
|
10.14
|
|
First Amended and Restated Management Agreement, dated as of March 15, 2013, by and between American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Owners, and SpectraSite Communications, LLC, as Manager
|
|
10.2 (19)
|
|
|
|
|
|
10.15
|
|
First Amended and Restated Cash Management Agreement, dated as of March 15, 2013, by and among American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC, as Borrowers, and U.S. Bank National Association, as Trustee for American Tower Trust I Secured Tower Revenue Securities, as Lender, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, U.S. Bank National Association, as Agent, and SpectraSite Communications, LLC, as Manager
|
|
10.3 (19)
|
|
|
|
|
|
10.16
|
|
First Amended and Restated Trust and Servicing Agreement, dated as of March 15, 2013, by and among American Tower Depositor Sub, LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, and U.S. Bank National Association, as Trustee
|
|
10.4 (19)
|
|
|
|
|
|
10.17
|
|
Lease and Sublease by and among ALLTEL Communications, Inc. and the other entities named therein and American Towers, Inc. and American Tower Corporation, dated , 2001
|
|
2.1 (1)
|
|
|
|
|
|
10.18
|
|
Agreement to Sublease by and among ALLTEL Communications, Inc. the ALLTEL entities and American Towers, Inc. and American Tower Corporation, dated December 19, 2000
|
|
2.2 (1)
|
|
|
|
|
|
10.19
|
|
Lease and Sublease, dated as of December 14, 2000, by and among SBC Tower Holdings LLC, Southern Towers, Inc., SBC Wireless, LLC and SpectraSite Holdings, Inc. (incorporated by reference from Exhibit 10.2 to the SpectraSite Holdings, Inc. Quarterly Report on Form 10-Q (File No. 000-27217) filed on May 11, 2001)
|
|
10.2
|
|
|
|
|
|
10.20
|
|
Amendment to Lease and Sublease, dated September 30, 2008, by and between SpectraSite, LLC, American Tower Asset Sub II, LLC, SBC Wireless, LLC and SBC Tower Holdings LLC
|
|
10.7 (7)**
|
|
|
|
|
|
10.21
|
|
Summary Compensation Information for Current Named Executive Officers (incorporated by reference from Item 5.02(e) of Current Report on Form 8-K (File No. 001-14195) filed on March 3, 2016)
|
|
*
|
|
|
|
|
|
10.22
|
|
Form of Waiver and Termination Agreement
|
|
10.4 (6)
|
|
|
|
|
|
10.23
|
|
American Tower Corporation Severance Plan, as amended
|
|
10.35 (9)*
|
|
|
|
|
|
10.24
|
|
American Tower Corporation Severance Plan, Program for Executive Vice Presidents and Chief Executive Officer, as amended
|
|
10.36 (9)*
|
|
|
|
||
10.25
|
|
Letter Agreement, dated as of May 4, 2016, as amended, by and between the Company and William H. Hess
|
|
10.1 (39)*
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.26
|
|
Letter Agreement, dated as of February 9, 2015 by and between the Company and Steven C. Marshall
|
|
10.24 (28)*
|
|
|
|
|
|
10.27
|
|
Amended and Restated Indenture, dated as of February 28, 2012, by and between GTP Cellular Sites, LLC, Cell Tower Lease Acquisition LLC, GLP Cell Site I, LLC, GLP Cell Site II, LLC, GLP Cell Site III, LLC, GLP Cell Site IV, LLC, GLP Cell Site A, LLC, Cell Site NewCo II, LLC, as obligors, and Deutsche Bank Trust Company Americas, as indenture trustee
|
|
10.15 (23)
|
|
|
|
|
|
10.28
|
|
Series 2012-1 and Series 2012-2 Indenture Supplement, dated as of February 28, 2012, to the Amended and Restated Indenture dated February 28, 2012
|
|
10.16 (23)
|
|
|
|
|
|
10.29
|
|
Loan Agreement, dated as of June 28, 2013, among the Company, as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent and Swingline Lender, Barclays Bank PLC, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, JPMorgan Chase Bank, N.A., as Documentation Agent, TD Securities (USA) LLC, Barclays Bank PLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as Co-Lead Arrangers and Joint Bookrunners, and the several other lenders that are parties thereto
|
|
10.1 (21)
|
|
|
|
||
10.30
|
|
First Amendment to Loan Agreement, dated as of September 20, 2013, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
10.7 (23)
|
|
|
|
||
10.31
|
|
Term Loan Agreement, dated as of October 29, 2013, among the Company, as borrower, The Royal Bank of Scotland plc, as administrative agent, Royal Bank of Canada and TD Securities (USA) LLC, as co-syndication agents, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A, Morgan Stanley MUFG Loan Partners, LLC and CoBank, ACB as co-documentation agents, RBS Securities Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, J.P. Morgan Securities LLC and Barclays Bank PLC, as joint lead arrangers and joint bookrunners, and the several other lenders that are parties thereto
|
|
10.8 (23)
|
|
|
|
||
10.32
|
|
Amended and Restated Loan Agreement, dated as of September 19, 2014, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and swingline lender, TD Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley MUFG Loan Partners, LLC and RBS Securities Inc., as joint lead arrangers and joint bookrunners, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC and The Royal Bank of Scotland plc, as co-syndication agents, and the other lenders that are parties thereto
|
|
10.1 (26)
|
|
|
|
|
|
10.33
|
|
Second Amendment to Loan Agreement, dated as of September 19, 2014, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and all of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
10.2 (26)
|
|
|
|
|
|
10.34
|
|
First Amendment to Term Loan Agreement, dated as of September 19, 2014, among the Company, as borrower, The Royal Bank of Scotland plc, as administrative agent, and a majority of the lenders under the Company’s Term Loan Agreement entered into on October 29, 2013
|
|
10.3 (26)
|
|
|
|
|
|
10.35
|
|
First Amendment to Loan Agreement, dated as of February 5, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Amended and Restated Loan Agreement entered into on September 19, 2014
|
|
10.51 (28)
|
|
|
|
|
|
10.36
|
|
Second Amendment to Term Loan Agreement, dated as of February 5, 2015, among the Company, as borrower, The Royal Bank of Scotland plc, as administrative agent, and a majority of the lenders under the Company’s Term Loan Agreement entered into on October 29, 2013
|
|
10.52 (28)
|
|
|
|
|
|
10.37
|
|
Third Amendment to Loan Agreement, dated as of February 5, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
10.53 (28)
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.38
|
|
Second Amendment to Loan Agreement, dated as of February 20, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Amended and Restated Loan Agreement entered into on September 19, 2014
|
|
10.54 (28)
|
|
|
|
|
|
10.39
|
|
Third Amendment to Term Loan Agreement, dated as of February 20, 2015, among the Company, as borrower, The Royal Bank of Scotland plc, as administrative agent, and a majority of the lenders under the Company’s Term Loan Agreement entered into on October 29, 2013
|
|
10.55 (28)
|
|
|
|
|
|
10.40
|
|
Fourth Amendment to Loan Agreement, dated as of February 20, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
10.56 (28)
|
|
|
|
|
|
10.41
|
|
Third Amendment to Loan Agreement, dated as of October 28, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Amended and Restated Loan Agreement entered into on September 19, 2014
|
|
10.43 (35)
|
|
|
|
|
|
10.42
|
|
Fourth Amendment to Term Loan Agreement, dated as of October 28, 2015, among the Company, as borrower, Mizuho Bank, Ltd. (successor to The Royal Bank of Scotland plc), as administrative agent, and a majority of the lenders under the Company’s Term Loan Agreement entered into on October 29, 2013
|
|
10.44 (35)
|
|
|
|
|
|
10.43
|
|
Fifth Amendment to Loan Agreement, dated as of October 28, 2015, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
10.45 (35)
|
|
|
|
|
|
10.44
|
|
Fourth Amendment to Loan Agreement, dated as of November 30, 2016, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Amended and Restated Loan Agreement entered into on September 19, 2014
|
|
Filed herewith
as
Exhibit 10.44
|
|
|
|
|
|
10.45
|
|
Fifth Amendment to Term Loan Agreement, dated as of November 30, 2016, among the Company, as borrower, Mizuho Bank, Ltd. (successor to The Royal Bank of Scotland plc), as administrative agent, and a majority of the lenders under the Company’s Term Loan Agreement entered into on October 29, 2013
|
|
Filed herewith
as
Exhibit 10.45
|
|
|
|
|
|
10.46
|
|
Sixth Amendment to Loan Agreement, dated as of November 30, 2016, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and a majority of the lenders under the Company’s Loan Agreement entered into on June 28, 2013
|
|
Filed herewith
as
Exhibit 10.46
|
|
|
|
|
|
10.47
|
|
Master Agreement, dated as of February 5, 2015, among the Company and Verizon Communications, Inc.
|
|
10.45 (28)
|
|
|
|
|
|
10.48
|
|
Master Prepaid Lease, dated as of March 27, 2015, among certain subsidiaries of the Company and Verizon Communications Inc.
|
|
10.8 (30)
|
|
|
|
|
|
10.49
|
|
Sale Site Master Lease Agreement, dated as of March 27, 2015, among certain subsidiaries of the Company, Verizon Communications Inc. and certain of its subsidiaries
|
|
10.9 (30)
|
|
|
|
|
|
10.50
|
|
MPL Site Master Lease Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC
|
|
10.10 (30)
|
|
|
|
|
|
10.51
|
|
Management Agreement, dated as of March 27, 2015, among Verizon Communications Inc. and certain of its subsidiaries and ATC Sequoia LLC
|
|
10.11 (30)
|
|
|
|
|
|
10.52
|
|
Share Purchase Agreement, dated as of October 21, 2015, amongst ATC Asia Pacific Pte. Ltd., American Tower International, Inc., Viom Networks Limited and certain of its existing shareholders
|
|
10.52 (35)
|
|
|
|
|
|
10.53
|
|
Shareholders Agreement, dated as of October 21, 2015, by and amongst Viom Networks Limited, Tata Sons Limited, Tata Teleservices Limited, IDFC Private Equity Fund III, Macquarie SBI Investments Pte Limited, SBI Macquarie Infrastructure Trust and ATC Asia Pacific Pte. Ltd.
|
|
10.53 (35)
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
12
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
|
Filed herewith as
Exhibit 12
|
|
|
|
||
21
|
|
Subsidiaries of the Company
|
|
Filed herewith as
Exhibit 21
|
|
|
|
||
23
|
|
Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP
|
|
Filed herewith as
Exhibit 23
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith as
Exhibit 31.1
|
|
|
|
||
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith as
Exhibit 31.2
|
|
|
|
||
32
|
|
Certifications filed pursuant to 18. U.S.C. Section 1350
|
|
Filed herewith as
Exhibit 32
|
|
|
|
|
|
101
|
|
The following materials from American Tower Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language):
101.INS—XBRL Instance Document
101.SCH—XBRL Taxonomy Extension Schema Document
101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB—XBRL Taxonomy Extension Label Linkbase Document
101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF—XTRL Taxonomy Extension Definition
|
|
Filed herewith
as Exhibit 101
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3).
|
**
|
The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and are marked by an asterisk.
|
COMPANY:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Leah Stearns
|
|
|
Name:
|
Leah Stearns
|
|
|
Title:
|
Senior Vice President, Treasurer and Investor Relations
|
LENDERS
|
|
TORONTO DOMINION (TEXAS) LLC
, as Administrative Agent
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
THE TORONTO-DOMINION BANK, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
MIZUHO BANK, LTD.
, as a Lender
|
|
|
|
By:
|
/s/ Daniel Guevara
|
|
|
Name:
|
Daniel Guevara
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as a Lender
|
|
|
|
By:
|
/s/ Marie F. Harrison
|
|
|
Name:
|
Marie F. Harrison
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank PLC
, as a Lender
|
|
|
|
By:
|
/s/ Ronnie Glenn
|
|
|
Name:
|
Ronnie Glenn
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Peter Thauer
|
|
|
Name:
|
Peter Thauer
|
|
|
Title:
|
Managing Director
|
|
|
The Bank of Tokyo-Mitsubishi UFJ, LTD.
, as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Bank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
By:
|
/s/ Scott Johnson
|
|
|
Name:
|
Scott Johnson
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Mauritio Benitez
|
|
|
Name:
|
Mauritio Benitez
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
SANTANDER BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Andres Barbosa
|
|
|
Name:
|
Andres Barbosa
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
The Bank of Nova Scotia
, as a Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
Laura Gimena
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
[Societe Generale]
, as a Lender
|
|
|
|
By:
|
/s/ Shelley Yu
|
|
|
Name:
|
Shelley Yu
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corporation
, as a Lender
|
|
|
|
By:
|
/s/ David W. Kee
|
|
|
Name:
|
David W. Kee
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
|
By:
|
/s/ Josh Rosenthal
|
|
|
Name:
|
Josh Rosenthal
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
COMMERZBANK AG, NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Tom Kang
|
|
|
Name:
|
Tom Kang
|
|
|
Title:
|
Head, TMT Coverage
|
|
|
|
|
|
|
By:
|
/s/ Michael Ravelo
|
|
|
Name:
|
Michael Ravelo
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, National Association
, as a Lender
|
|
|
|
By:
|
/s/ Michael Thilmany
|
|
|
Name:
|
Michael Thilmany
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 4 of the foregoing Amendment:
|
|
|
|
|
|
|
|
TORONTO DOMINION (TEXAS) LLC
, as an Assignor
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas
, as an Assignor
|
|
|
|
By:
|
/s/ Barbara E. Nash
|
|
|
Name:
|
Barbara E. Nash
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Maria Mulic
|
|
|
Name:
|
Maria Mulic
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
|
|
|
|
By:
|
/s/ Tanya Crossley
|
|
|
Name:
|
Tanya Crossley
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Kestrina Budina
|
|
|
Name:
|
Kestrina Budina
|
|
|
Title:
|
Director
|
|
|
|
|
Entity
|
L/C Commitment
|
The Toronto-Dominion Bank, New York Branch
|
$25,000,000
|
Mizuho Bank, Ltd.
|
$25,000,000
|
Bank of America, N.A.
|
$25,000,000
|
Barclays Bank PLC
|
$25,000,000
|
Citibank, N.A.
|
$25,000,000
|
JPMorgan Chase Bank, N.A.
|
$25,000,000
|
The Bank of Tokyo Mitsubishi UFJ, Ltd.
|
$15,000,000
|
Morgan Stanley Bank, N.A.
|
$10,000,000
|
Royal Bank of Canada
|
$25,000,000
|
Total
|
$200,000,000
|
Entity
|
Revolving Loan Commitment
|
||
The Toronto-Dominion Bank, New York Branch
|
|
$145,000,000
|
|
Bank of America, N.A.
|
|
$145,000,000
|
|
Barclays Bank PLC
|
|
$145,000,000
|
|
Citibank, N.A.
|
|
$145,000,000
|
|
JPMorgan Chase Bank, N.A.
|
|
$145,000,000
|
|
Mizuho Bank, Ltd.
|
|
$145,000,000
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
$87,000,000
|
|
Morgan Stanley Bank, N.A.
|
|
$58,000,000
|
|
Royal Bank of Canada
|
|
$145,000,000
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
|
$115,000,000
|
|
Santander Bank, N.A.
|
|
$115,000,000
|
|
The Bank of Nova Scotia
|
|
$115,000,000
|
|
Societe Generale
|
|
$115,000,000
|
|
Sumitomo Mitsui Banking Corporation
|
|
$115,000,000
|
|
Goldman Sachs Bank USA
|
|
$95,000,000
|
|
Fifth Third Bank
|
|
$85,000,000
|
|
Commerzbank AG, New York Branch
|
|
$60,000,000
|
|
HSBC Bank USA, National Association
|
|
$25,000,000
|
|
|
|
||
Total
|
|
$2,000,000,000
|
|
BORROWER:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Leah Stearns
|
|
|
Name:
|
Leah Stearns
|
|
|
Title:
|
Senior Vice President, Treasurer and Investor Relations
|
LENDERS
|
|
MIZUHO BANK, LTD.
, as Administrative Agent
|
|
|
|
By:
|
/s/ Daniel Guevara
|
|
|
Name:
|
Daniel Guevara
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
MIZUHO BANK (USA)
, as a Lender
|
|
|
|
By:
|
/s/ Daniel Guevara
|
|
|
Name:
|
Daniel Guevara
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
THE TORONTO-DOMINION BANK, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as a Lender
|
|
|
|
By:
|
/s/ Marie F. Harrison
|
|
|
Name:
|
Marie F. Harrison
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
By:
|
/s/ Scott Johnson
|
|
|
Name:
|
Scott Johnson
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
The Bank of Tokyo-Mitsubishi UFJ, LTD.
, as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Bank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank PLC
, as a Lender
|
|
|
|
By:
|
/s/ Ronnie Glenn
|
|
|
Name:
|
Ronnie Glenn
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JP MORGAN CHASE BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Peter Thauer
|
|
|
Name:
|
Peter Thauer
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Mauritio Benitez
|
|
|
Name:
|
Mauritio Benitez
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
The Bank of Nova Scotia
, as a Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
Laura Gimena
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corporation
, as a Lender
|
|
|
|
By:
|
/s/ David W. Kee
|
|
|
Name:
|
David W. Kee
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SANTANDER BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Andres Barbosa
|
|
|
Name:
|
Andres Barbosa
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
[Societe Generale]
, as a Lender
|
|
|
|
By:
|
/s/ Shelley Yu
|
|
|
Name:
|
Shelley Yu
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CoBank ACB, as a Lender
|
|
|
|
By:
|
/s/ Gary Franke
|
|
|
Name:
|
Gary Franke
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett Investment Trust - Lord Abbett Short Duration Income Fund, as a Lender
|
|
|
|
By:
|
Lord Abbett & Co LLC, As Investment Manager
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
Lord Abbett Passport Portfolios plc. - Lord Abbett Short Duration Income Fund, as a Lender
|
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
Lord Abbett Investment Trust - Lord Abbett Inflation Focused Fund, as a Lender
|
|
|
|
By:
|
Lord Abbett & Co LLC, As Investment Manager
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett Global Fund, Inc. - Lord Abbett Emerging Markets Currency Fund, as a Lender
|
|
|
|
By:
|
Lord Abbett & Co LLC, As Investment Manager
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
Lord Abbett Short Duration Credit Trust, as a Lender
|
|
|
|
By:
|
Lord Abbett & Co LLC, As Investment Manager
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
Lord Abbett Series Fund, Inc. - Short Duration Income Portfolio, as a Lender
|
|
|
|
By:
|
Lord Abbett & Co LLC, As Investment Manager
|
|
|
By:
|
/s/ Jeffrey Lapin
|
|
|
Name:
|
Jeffrey Lapin
|
|
|
Title:
|
Portfolio Manager, Taxable Fixed Income
|
|
|
|
|
|
|
|
|
|
|
PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender
|
|
|
|
By:
|
/s/ Kathryn M. Williams
|
|
|
Name:
|
Kathryn M. Williams
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
|
By:
|
/s/ Josh Rosenthal
|
|
|
Name:
|
Josh Rosenthal
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
The Bank of East Asia, Limited, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ James Hua
|
|
|
Name:
|
James Hua
|
|
|
Title:
|
SVP
|
|
|
|
|
|
|
By:
|
/s/ Danny Leung
|
|
|
Name:
|
Danny Leung
|
|
|
Title:
|
SVP
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
FIRST HAWAIIAN BANK
, as a Lender
|
|
|
|
By:
|
/s/ Dawn Hofmann
|
|
|
Name:
|
Dawn Hofmann
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
SABADELL UNITED BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Enrique Castillo
|
|
|
Name:
|
Enrique Castillo
|
|
|
Title:
|
Structured Finance Americas Director
|
|
|
|
|
|
|
|
|
|
|
City National Bank
, as a Lender
|
|
|
|
By:
|
/s/ Jeanine Smith
|
|
|
Name:
|
Jeanine Smith
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
Development Bank of Japan Inc.
, as a Lender
|
|
|
|
By:
|
/s/ Yoshinari Furuta
|
|
|
Name:
|
Yoshinari Furuta
|
|
|
Title:
|
General Manager
|
|
|
|
Corporate Finance Department Division 2
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, National Association
, as a Lender
|
|
|
|
By:
|
/s/ Michael Thilmany
|
|
|
Name:
|
Michael Thilmany
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Banco de Credito e Inversiones, SA, Miami Branch, as a Lender
|
|
|
|
By:
|
/s/ Juan Segundo
|
|
|
Name:
|
Juan Segundo
|
|
|
Title:
|
Head, Corporate Banking
|
|
|
|
|
|
|
By:
|
/s/ M. Grisel Vega
|
|
|
Name:
|
M. Grisel Vega
|
|
|
Title:
|
General Manager
|
|
|
|
|
|
|
|
|
|
|
Fuyo General Lease (USA) Inc.
, as a Lender
|
|
|
|
By:
|
/s/ Yoshihisa Amari
|
|
|
Name:
|
Yoshihisa Amari
|
|
|
Title:
|
President & COO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
||
|
|
|
|
|
|
TORONTO DOMINION (TEXAS) LLC
, as an Assignor
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Banco de Sabadell, S.A., Miami Branch
, as an Assignor
|
|
|
|
By:
|
/s/ Maurici Llado
|
|
|
Name:
|
Maurici Llado
|
|
|
Title:
|
Executive Director,
|
|
|
|
Corporate Banking America & Asia
|
|
|
|
|
|
|
|
|
|
|
Bank of Taiwan, New York Branch, as an Assignor
|
|
|
|
By:
|
/s/ Yue-Li Shih
|
|
|
Name:
|
Yue-Li Shih
|
|
|
Title:
|
VP and General Manager
|
|
|
|
|
|
|
|
|
|
|
Bank Hapoalim B.M.
, as an Assignor
|
|
|
|
By:
|
/s/ Helen H. Gateson
|
|
|
Name:
|
Helen H. Gateson
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Charles McLaughlin
|
|
|
Name:
|
Charles McLaughlin
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas
, as an Assignor
|
|
|
|
By:
|
/s/ Barbara E. Nash
|
|
|
Name:
|
Barbara E. Nash
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Maria Mulic
|
|
|
Name:
|
Maria Mulic
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
|
|
|
|
By:
|
/s/ Tanya Crossley
|
|
|
Name:
|
Tanya Crossley
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Kestrina Budina
|
|
|
Name:
|
Kestrina Budina
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
THE CHIBA BANK, LTD., NEW YORK BRANCH
, as an Assignor
|
|
|
|
By:
|
/s/ Nobukaza Odaka
|
|
|
Name:
|
Nobukaza Odaka
|
|
|
Title:
|
General Manager
|
Entity
|
Term Loan Amounts
|
||
Mizuho Bank (USA)
|
|
$45,000,000
|
|
The Toronto-Dominion Bank, New York Branch
|
|
$45,000,000
|
|
Bank of America, N.A.
|
|
$45,000,000
|
|
Royal Bank of Canada
|
|
$20,000,000
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
$27,000,000
|
|
Morgan Stanley Bank, N.A.
|
|
$18,000,000
|
|
Barclays Bank PLC
|
|
$45,000,000
|
|
JPMorgan Chase Bank, N.A.
|
|
$45,000,000
|
|
Citibank, N.A.
|
|
$45,000,000
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
|
$23,000,000
|
|
The Bank of Nova Scotia
|
|
$23,000,000
|
|
Sumitomo Mitsui Banking Corporation
|
|
$23,000,000
|
|
Santander Bank, N.A.
|
|
$23,000,000
|
|
Societe Generale
|
|
$23,000,000
|
|
CoBank ACB
|
|
$218,000,000
|
|
Lord Abbett Investment Trust- Short Duration Income Fund
|
|
$92,044,000
|
|
Lord Abbett Passport Portfolios Plc - Short Duration Income Fund
|
|
$2,552,000
|
|
Lord Abbett Investment Trust - Inflation Focused Fund
|
|
$1,266,000
|
|
Lord Abbett Global Fund - Emerging Market Currency Fund
|
|
$500,000
|
|
Lord Abbett Short Duration Credit Trust
|
|
$481,500
|
|
Lord Abbett Series Fund, Inc.-Short Duration Income Portfolio
|
|
$156,500
|
|
People’s United Bank, N.A.
|
|
$35,000,000
|
|
Goldman Sachs Bank USA
|
|
$20,000,000
|
|
The Bank of East Asia, Limited, New York Branch
|
|
$27,500,000
|
|
Fifth Third Bank
|
|
$20,000,000
|
|
First Hawaiian Bank
|
|
$35,000,000
|
|
Sabadell United Bank, N.A.
|
|
$12,500,000
|
|
City National Bank
|
|
$25,000,000
|
|
Development Bank of Japan Inc.
|
|
$12,500,000
|
|
HSBC Bank USA, National Association
|
|
$25,000,000
|
|
Banco de Credito e Inversiones, SA Miami Branch
|
|
$20,000,000
|
|
Fuyo General Lease (USA) Inc.
|
|
$2,500,000
|
|
Total
|
|
$1,000,000,000
|
|
COMPANY:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Leah Stearns
|
|
|
Name:
|
Leah Stearns
|
|
|
Title:
|
Senior Vice President, Treasurer and Investor Relations
|
LENDERS
|
|
TORONTO DOMINION (TEXAS) LLC
, as Administrative Agent
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
THE TORONTO-DOMINION BANK, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
MIZUHO BANK, LTD.
, as a Lender
|
|
|
|
By:
|
/s/ Daniel Guevara
|
|
|
Name:
|
Daniel Guevara
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as a Lender
|
|
|
|
By:
|
/s/ Marie F. Harrison
|
|
|
Name:
|
Marie F. Harrison
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank PLC
, as a Lender
|
|
|
|
By:
|
/s/ Ronnie Glenn
|
|
|
Name:
|
Ronnie Glenn
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Peter Thauer
|
|
|
Name:
|
Peter Thauer
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
, as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Bank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
By:
|
/s/ Scott Johnson
|
|
|
Name:
|
Scott Johnson
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Mauritio Benitez
|
|
|
Name:
|
Mauritio Benitez
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
SANTANDER BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Andres Barbosa
|
|
|
Name:
|
Andres Barbosa
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
The Bank of Nova Scotia
, as a Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
Laura Gimena
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
[Societe Generale]
, as a Lender
|
|
|
|
By:
|
/s/ Shelley Yu
|
|
|
Name:
|
Shelley Yu
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corporation
, as a Lender
|
|
|
|
By:
|
/s/ David W. Kee
|
|
|
Name:
|
David W. Kee
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
COMMERZBANK AG, NEW YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Tom Kang
|
|
|
Name:
|
Tom Kang
|
|
|
Title:
|
Head, TMT Coverage
|
|
|
|
|
|
|
By:
|
/s/ Michael Ravelo
|
|
|
Name:
|
Michael Ravelo
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
|
By:
|
/s/ Josh Rosenthal
|
|
|
Name:
|
Josh Rosenthal
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
CoBank ACB, as a Lender
|
|
|
|
By:
|
/s/ Gary Franke
|
|
|
Name:
|
Gary Franke
|
|
|
Title:
|
VP
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, National Association
, as a Lender
|
|
|
|
By:
|
/s/ Michael Thilmany
|
|
|
Name:
|
Michael Thilmany
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 4 of the foregoing Amendment:
|
|
|
|
|
|
|
|
TORONTO DOMINION (TEXAS) LLC
, as an Assignor
|
|
|
|
By:
|
/s/ Alice Mare
|
|
|
Name:
|
Alice Mare
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BNP Paribas
, as an Assignor
|
|
|
|
By:
|
/s/ Barbara E. Nash
|
|
|
Name:
|
Barbara E. Nash
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Maria Mulic
|
|
|
Name:
|
Maria Mulic
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
|
|
|
|
By:
|
/s/ Tanya Crossley
|
|
|
Name:
|
Tanya Crossley
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Kestrina Budina
|
|
|
Name:
|
Kestrina Budina
|
|
|
Title:
|
Director
|
|
|
|
|
Entity
|
L/C Commitment
|
The Toronto-Dominion Bank, New York Branch
|
$25,000,000
|
Mizuho Bank, Ltd.
|
$25,000,000
|
Bank of America, N.A.
|
$25,000,000
|
Barclays Bank PLC
|
$25,000,000
|
Citibank, N.A.
|
$25,000,000
|
JPMorgan Chase Bank, N.A.
|
$25,000,000
|
The Bank of Tokyo Mitsubishi UFJ, Ltd.
|
$15,000,000
|
Morgan Stanley Bank, N.A.
|
$10,000,000
|
Royal Bank of Canada
|
$25,000,000
|
Total
|
$200,000,000
|
Entity
|
Revolving Loan Commitment
|
||
The Toronto-Dominion Bank, New York Branch
|
|
$185,000,000
|
|
Bank of America, N.A.
|
|
$185,000,000
|
|
Barclays Bank PLC
|
|
$185,000,000
|
|
Citibank, N.A.
|
|
$185,000,000
|
|
JPMorgan Chase Bank, N.A.
|
|
$185,000,000
|
|
Mizuho Bank, Ltd.
|
|
$185,000,000
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
$111,000,000
|
|
Morgan Stanley Bank, N.A.
|
|
$74,000,000
|
|
Royal Bank of Canada
|
|
$185,000,000
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
|
$160,000,000
|
|
Santander Bank, N.A.
|
|
$160,000,000
|
|
The Bank of Nova Scotia
|
|
$160,000,000
|
|
Societe Generale
|
|
$160,000,000
|
|
Sumitomo Mitsui Banking Corporation
|
|
$160,000,000
|
|
Commerzbank AG, New York Branch
|
|
$140,000,000
|
|
Goldman Sachs Bank USA
|
|
$135,000,000
|
|
Fifth Third Bank
|
|
$95,000,000
|
|
CoBank ACB
|
|
$50,000,000
|
|
HSBC Bank USA, National Association
|
|
$50,000,000
|
|
|
|
||
Total
|
|
$2,750,000,000
|
|
|
|
|
||||||||||||||||||
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Computation of Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and income on equity method investments
|
|
$
|
701,294
|
|
|
$
|
541,749
|
|
|
$
|
865,704
|
|
|
$
|
829,962
|
|
|
$
|
1,125,860
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (1)
|
|
403,150
|
|
|
459,779
|
|
|
581,716
|
|
|
596,769
|
|
|
718,288
|
|
|||||
Operating leases
|
|
125,706
|
|
|
148,573
|
|
|
196,491
|
|
|
241,430
|
|
|
295,861
|
|
|||||
Amortization of interest capitalized
|
|
2,315
|
|
|
2,406
|
|
|
2,547
|
|
|
2,638
|
|
|
2,711
|
|
|||||
Earnings as adjusted
|
|
1,232,465
|
|
|
1,152,507
|
|
|
1,646,458
|
|
|
1,670,799
|
|
|
2,142,720
|
|
|||||
Computation of fixed charges and combined fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (1)
|
|
403,150
|
|
|
459,779
|
|
|
581,716
|
|
|
596,769
|
|
|
718,288
|
|
|||||
Interest capitalized
|
|
1,926
|
|
|
1,817
|
|
|
2,822
|
|
|
1,831
|
|
|
1,463
|
|
|||||
Operating leases
|
|
125,706
|
|
|
148,573
|
|
|
196,491
|
|
|
241,430
|
|
|
295,861
|
|
|||||
Fixed charges
|
|
530,782
|
|
|
610,169
|
|
|
781,029
|
|
|
840,030
|
|
|
1,015,612
|
|
|||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
23,888
|
|
|
90,163
|
|
|
107,125
|
|
|||||
Combined fixed charges and preferred stock dividends
|
|
530,782
|
|
|
610,169
|
|
|
804,917
|
|
|
930,193
|
|
|
1,122,737
|
|
|||||
Excess in earnings required to cover fixed charges
|
|
$
|
701,683
|
|
|
$
|
542,338
|
|
|
$
|
865,429
|
|
|
$
|
830,769
|
|
|
$
|
1,127,108
|
|
Ratio of earnings to fixed charges (2)
|
|
2.32
|
|
|
1.89
|
|
|
2.11
|
|
|
1.99
|
|
|
2.11
|
|
|||||
Excess in earnings required to cover combined fixed charges and preferred stock dividends
|
|
$
|
701,683
|
|
|
$
|
542,338
|
|
|
$
|
841,541
|
|
|
$
|
740,606
|
|
|
$
|
1,019,983
|
|
Ratio of earnings to combined fixed charges and preferred stock dividends
|
|
2.32
|
|
|
1.89
|
|
|
2.05
|
|
|
1.80
|
|
|
1.91
|
|
(1)
|
Interest expense includes amortization of deferred financing costs. Interest expense also includes an amount related to our capital lease with TV Azteca.
|
(2)
|
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.
|
Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
|
|
10 Presidential Way Associates, LLC
|
Delaware
|
|
ACC Tower Sub, LLC
|
Delaware
|
|
Adquisiciones y Proyectos Inalámbricos, S. de R. L. de C.V.
|
Mexico
|
|
Alternative Networking LLC
|
Florida
|
|
American Tower Asset Sub II, LLC
|
Delaware
|
|
American Tower Asset Sub, LLC
|
Delaware
|
|
American Tower Corporation de Mexico, S. de R.L. de C.V.
|
Mexico
|
|
American Tower Delaware Corporation
|
Delaware
|
|
American Tower Depositor Sub, LLC
|
Delaware
|
|
American Tower do Brasil - Cessão de Infraestruturas Ltda.
|
Brazil
|
|
American Tower Guarantor Sub, LLC
|
Delaware
|
|
American Tower Holding Sub, LLC
|
Delaware
|
|
American Tower Holding Sub II, LLC
|
Delaware
|
|
American Tower International Holding I LLC
|
Delaware
|
|
American Tower International Holding II LLC
|
Delaware
|
|
American Tower International, Inc.
|
Delaware
|
|
American Tower Investments LLC
|
California
|
|
American Tower LLC
|
Delaware
|
|
American Tower Management, LLC
|
Delaware
|
|
American Tower Mauritius
|
Republic of Mauritius
|
|
American Tower, L.P.
|
Delaware
|
|
American Tower Tanzania Operations Limited
|
Tanzania
|
|
American Towers LLC
|
Delaware
|
|
AT Netherlands C.V.
|
Netherlands
|
|
AT Netherlands Coöperatief U.A.
|
Netherlands
|
|
AT Sao Paulo C.V.
|
Netherlands
|
|
AT Sher Netherlands Coöperatief U.A.
|
Netherlands
|
|
AT South America C.V.
|
Netherlands
|
|
AT Tanzania C.V.
|
Netherlands
|
|
ATC Antennas Holding LLC
|
Delaware
|
|
ATC Antennas LLC
|
Delaware
|
|
ATC Argentina Coöperatief U.A.
|
Netherlands
|
|
ATC Argentina C.V.
|
Netherlands
|
|
ATC Argentina Holding LLC
|
Delaware
|
|
ATC Asia Holding Company, LLC
|
Delaware
|
|
ATC Asia Pacific Pte. Ltd.
|
Singapore
|
|
ATC Atlantic C.V. (1)
|
Netherlands
|
|
ATC Backhaul LLC
|
Delaware
|
|
ATC Brazil Holding LLC
|
Delaware
|
|
ATC Brazil I LLC
|
Delaware
|
|
ATC Brazil II LLC
|
Delaware
|
ATC Chile Holding LLC
|
Delaware
|
|
ATC Colombia B.V.
|
Netherlands
|
|
ATC Colombia Holding I LLC
|
Delaware
|
|
ATC Colombia Holding LLC
|
Delaware
|
|
ATC Colombia I LLC
|
Delaware
|
|
ATC Europe B.V. (1)
|
Netherlands
|
|
ATC Europe LLC (2)
|
Delaware
|
|
ATC European Holdings, Inc.
|
Delaware
|
|
ATC France Coöperatief U.A.
|
Netherlands
|
|
ATC France Holding I LLC
|
Delaware
|
|
ATC France Holding II LLC
|
Delaware
|
|
ATC France Holding S.A.S.
|
France
|
|
ATC Germany Holdings GmbH
|
Germany
|
|
ATC Germany Services GmbH
|
Germany
|
|
ATC GP GmbH (2)
|
Germany
|
|
ATC EH GmbH & Co. KG (3)
|
Germany
|
|
ATC India Infrastructure Private Limited
|
India
|
|
ATC India Tower Corporation Private Limited
|
India
|
|
ATC Indoor DAS Holding LLC
|
Delaware
|
|
ATC Indoor DAS LLC
|
Delaware
|
|
ATC International Coöperatief U.A.
|
Netherlands
|
|
ATC International Holding Corp.
|
Delaware
|
|
ATC IP LLC
|
Delaware
|
|
ATC Iris I LLC
|
Delaware
|
|
ATC Latin America S.A. de C.V., SOFOM, E.N.R.
|
Mexico
|
|
ATC Managed Sites Holding LLC
|
Delaware
|
|
ATC Managed Sites LLC
|
Delaware
|
|
ATC Marketing (Uganda) Limited
|
Uganda
|
|
ATC MexHold LLC
|
Delaware
|
|
ATC Mexico Holding LLC
|
Delaware
|
|
ATC New Mexico LLC
|
Missouri
|
|
ATC Nigeria Coöperatief U.A.
|
Netherlands
|
|
ATC Nigeria C.V.
|
Netherlands
|
|
ATC Nigeria Holding LLC
|
Delaware
|
|
ATC Nigeria Holding II LLC
|
Delaware
|
|
ATC Nigeria Partners C.V.
|
Netherlands
|
|
ATC Nigeria Wireless Infrastructure Limited
|
Nigeria
|
|
ATC On Air + LLC
|
Delaware
|
|
ATC Operations LLC
|
Delaware
|
|
ATC Outdoor DAS, LLC
|
Delaware
|
|
ATC Paris C.V.
|
Netherlands
|
|
ATC Peru Holding LLC
|
Delaware
|
|
ATC Sequoia LLC
|
Delaware
|
|
ATC Sitios de Chile S.A.
|
Chile
|
|
ATC Sitios de Colombia S.A.S.
|
Colombia
|
|
ATC Sitios del Peru S.R.L.
|
Peru
|
GTP Acquisition Partners III, LLC
|
Delaware
|
|
GTP Cellular Sites, LLC
|
Delaware
|
|
GTP Costa Rica Finance, LLC
|
Delaware
|
|
GTP Infrastructure I, LLC
|
Delaware
|
|
GTP Infrastructure II, LLC
|
Delaware
|
|
GTP Infrastructure III, LLC
|
Delaware
|
|
GTP Investments LLC
|
Delaware
|
|
GTP LATAM Holdco S.L.
|
Spain
|
|
GTP LATAM Holdings B.V.
|
Netherlands
|
|
GTP LatAm Holdings Coöperatieve U.A.
|
Netherlands
|
|
GTP Operations CR, S.R.L.
|
Costa Rica
|
|
GTP South Acquisitions II, LLC
|
Delaware
|
|
GTP Structures I, LLC
|
Delaware
|
|
GTP Structures II, LLC
|
Delaware
|
|
GTP Structures III, LLC
|
Delaware
|
|
GTP Torres CR, S.R.L.
|
Costa Rica
|
|
GTP Towers Costa Rica Holdcorp S.R.L.
|
Costa Rica
|
|
GTP Towers I, LLC
|
Delaware
|
|
GTP Towers II, LLC
|
Delaware
|
|
GTP Towers III, LLC
|
Delaware
|
|
GTP Towers IV, LLC
|
Delaware
|
|
GTP Towers IX, LLC
|
Delaware
|
|
GTP Towers V, LLC
|
Delaware
|
|
GTP Towers VII, LLC
|
Delaware
|
|
GTP Towers VIII, LLC
|
Delaware
|
|
GTP TRS I LLC
|
Delaware
|
|
GTPI HoldCo, LLC
|
Delaware
|
|
Haysville Towers, LLC (8)
|
Kansas
|
|
HighPointe Management, LLC
|
Delaware
|
|
Iron & Steel Co., Inc.
|
Delaware
|
|
Lap do Brasil Empreendimentos Imobiliários Ltda
|
Brazil
|
|
LAP Inmobiliaria Limitada
|
Chile
|
|
MATC Digital, S. de R.L. de C.V.
|
Mexico
|
|
MATC Infraestructura, S. de R.L. de C.V.
|
Mexico
|
|
MATC Servicios, S. de R.L. de C.V.
|
Mexico
|
|
McCoy Developers Private Limited
|
India
|
|
MHB Tower Rentals of America, LLC
|
Mississippi
|
|
Mid-Atlantic Tower Management, LLC
|
Delaware
|
|
New Towers LLC
|
Delaware
|
|
PCS Structures Towers, LLC
|
Delaware
|
|
Red Spires Asset Sub, LLC
|
Delaware
|
|
Richland Towers - Washington DC, LLC
|
Delaware
|
|
Richland Towers Holdco, LLC
|
Delaware
|
|
Richland Towers Management Mt. Wilson, LLC
|
Delaware
|
|
Richland Towers Management Parkview, LLC
|
Delaware
|
|
Richland Towers Management Pittsburgh, LLC
|
Delaware
|
(1)
|
51% owned by ATC European Holdings, Inc.
|
(2)
|
Wholly owned by a majority owned subsidiary.
|
(3)
|
Majority interest owned by a majority owned subsidiary.
|
(4)
|
74.99% owned by AT Netherlands Coöperatief U.A.
|
(5)
|
51% owned by ATC Asia Pacific Pte. Ltd.
|
(6)
|
45.24% owned by American Tower, L.P. and 34.76% owned by American Towers LLC.
|
(7)
|
51% owned by AT Sher Netherlands Coöperatief U.A.
|
(8)
|
66.667% owned by TeleCom Towers, L.L.C.
|
(9)
|
50% owned by Global Tower Holdings, LLC
|
(10)
|
95% owned by UniSite, LLC.
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Tower Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 27, 2017
|
|
|
|
By:
|
|
/
S
/ J
AMES
D. T
AICLET
, J
R
.
|
|
|
|
|
|
|
James D. Taiclet, Jr.
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Tower Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|||
Date: February 27, 2017
|
|
|
|
By:
|
|
/
S
/ T
HOMAS
A. B
ARTLETT
|
|
|
|
|
|
|
Thomas A. Bartlett
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
Date: February 27, 2017
|
|
|
|
By:
|
|
/
S
/ J
AMES
D. T
AICLET
, J
R
.
|
|
|
|
|
|
|
James D. Taiclet, Jr.
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|||
Date: February 27, 2017
|
|
|
|
By:
|
|
/
S
/ T
HOMAS
A. B
ARTLETT
|
|
|
|
|
|
|
Thomas A. Bartlett
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|