Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# Annual	report	pursuant	to	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934.

For	the	fiscal	year	ended	December	31,	2016

¨ Transition	report	pursuant	to	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934.

# 	American	Tower	Corporation

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of Incorporation	or	Organization)

116	Huntington	Avenue Boston,	Massachusetts	02116 (Address	of	principal	executive	offices)

(Registrant's	telephone	number,	including	area	code)

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	Class

Common	Stock,	$0.01	par	value

5.25%	Mandatory	Convertible	Preferred	Stock,	Series	A,	$0.01	par	value

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

Name	of	exchange	on	which	registered

New	York	Stock	Exchange

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

Indicate	by	check	mark	if	the	registrant	is	a	well	known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act:				Yes		ý				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act:				Yes		¨				No		ý

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding	12 months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days:				Yes		ý				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be	submitted	and posted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and	post	such files).				Yes		ý				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of	registrant's knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	the	Form	10-K	or	any	amendment	to	this	Form	10-K.		ý

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	definition	of	"large accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	One):

Large	accelerated	filer		ý

Accelerated	filer		o

Non-accelerated	filer		o Smaller	reporting	company		o

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Act):				Yes		¨				No		ý

The	aggregate	market	value	of	the	voting	and	non-voting	common	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2016	was	$47.9	billion,	based	on	the	closing	price of	the	registrant's	common	stock	as	reported	on	the	New	York	Stock	Exchange	as	of	the	last	business	day	of	the	registrant's	most	recently	completed	second	quarter.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	definitive	proxy	statement	(the	"Definitive	Proxy	Statement")	to	be	filed	with	the	Securities	and	Exchange	Commission	relative	to	the	registrant's	2017	Annual Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2016

| Special	Note	Regarding	Forward-Looking	Statements | Special	Note	Regarding	Forward-Looking	Statements | ii |
| :--- | :--- | :--- |
| PART\tI |  |  |
| ITEM\t1. | Business | 1 |
|  | Overview | 1 |
|  | Products\tand\tServices | 2 |
|  | Strategy | 4 |
|  | Recent\tTransactions | 5 |
|  | Regulatory\tMatters | 6 |
|  | Competition | 7 |
|  | Customer\tDemand | 8 |
|  | Employees | 8 |
|  | Available\tInformation | 8 |
| ITEM\t1A. | Risk\tFactors | 9 |
| ITEM\t1B. | Unresolved\tStaff\tComments | 16 |
| ITEM\t2. | Properties | 17 |
| ITEM\t3. | Legal\tProceedings | 19 |
| ITEM\t4. | Mine\tSafety\tDisclosures | 20 |
| PART\tII |  |  |
| ITEM\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 21 |
|  | Dividends | 21 |
|  | Performance\tGraph | 22 |
| ITEM\t6. | Selected\tFinancial\tData | 24 |
| ITEM\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 26 |
|  | Executive\tOverview | 26 |
|  | Non-GAAP\tFinancial\tMeasures | 30 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2016,\t2015\tand\t2014 | 31 |
|  | Liquidity\tand\tCapital\tResources | 40 |

# TABLE	OF	CONTENTS—(Continued)

| ITEM	9A. | Controls	and	Procedures | 54 |
| :--- | :--- | :--- |
|  | Disclosure\tControls\tand\tProcedures | 54 |
|  | Management's\tAnnual\tReport\ton\tInternal\tControl\tover\tFinancial\tReporting | 54 |
|  | Changes\tin\tInternal\tControl\tover\tFinancial\tReporting | 55 |
|  | Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 56 |
| PART\tIII |  |  |
| ITEM\t10. | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | 57 |
| ITEM\t11. | Executive\tCompensation | 58 |
| ITEM\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 59 |
| ITEM\t13. | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 59 |
| ITEM\t14. | Principal\tAccounting\tFees\tand\tServices | 59 |
| PART\tIV |  |  |
| ITEM\t15. | Exhibits,\tFinancial\tStatement\tSchedules | 59 |
| ITEM\t16. | Form\t10-K\tSummary | 59 |
| Signatures |  | 60 |

# SPECIAL	NOTE	REGARDING	FORWARD-LOOKING	STATEMENTS

This	Annual	Report	on	Form	10-K	(this	"Annual	Report")	contains	statements	about	future	events	and	expectations,	or	forward-looking	statements,	all	of	which are	inherently	uncertain.	We	have	based	those	forward-looking	statements	on	our	current	expectations	and	projections	about	future	results.	When	we	use	words	such	as "anticipates,"	"intends,"	"plans,"	"believes,"	"estimates,"	"expects"	or	similar	expressions,	we	do	so	to	identify	forward-looking	statements.	Examples	of	forward- looking	statements	include,	but	are	not	limited	to,	statements	we	make	regarding	future	prospects	of	growth	in	the	communications	site	leasing	industry,	the	level	of future	expenditures	by	companies	in	this	industry	and	other	trends	in	this	industry,	the	effects	of	consolidation	among	companies	in	our	industry	and	among	our	tenants and	other	competitive	pressures,	changes	in	zoning,	tax	and	other	laws	and	regulations,	economic,	political	and	other	events,	particularly	those	relating	to	our international	operations,	our	future	capital	expenditure	levels,	our	plans	to	fund	our	future	liquidity	needs,	our	substantial	leverage	and	debt	service	obligations,	our future	financing	transactions,	our	ability	to	maintain	or	increase	our	market	share,	our	future	operating	results,	our	ability	to	remain	qualified	for	taxation	as	a	real	estate investment	trust	(REIT),	the	amount	and	timing	of	any	future	distributions	including	those	we	are	required	to	make	as	a	REIT,	our	ability	to	protect	our	rights	to	the	land under	our	towers	and	natural	disasters	and	similar	events.	These	statements	are	based	on	our	management's	beliefs	and	assumptions,	which	in	turn	are	based	on	currently available	information.	These	assumptions	could	prove	inaccurate.	These	forward-looking	statements	may	be	found	under	the	captions	"Business"	and	"Management's Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations,"	as	well	as	in	this	Annual	Report	generally.

You	should	keep	in	mind	that	any	forward-looking	statement	we	make	in	this	Annual	Report	or	elsewhere	speaks	only	as	of	the	date	on	which	we	make	it.	New risks	and	uncertainties	arise	from	time	to	time,	and	it	is	impossible	for	us	to	predict	these	events	or	how	they	may	affect	us.	In	any	event,	these	and	other	important factors,	including	those	set	forth	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors,"	may	cause	actual	results	to	differ	materially	from	those	indicated	by our	forward-looking	statements.	We	have	no	duty,	and	do	not	intend,	to	update	or	revise	the	forward-looking	statements	we	make	in	this	Annual	Report,	except	as	may be	required	by	law.	In	light	of	these	risks	and	uncertainties,	you	should	keep	in	mind	that	the	future	events	or	circumstances	described	in	any	forward-looking	statement we	make	in	this	Annual	Report	or	elsewhere	might	not	occur.	References	in	this	Annual	Report	to	"we,"	"our"	and	the	"Company"	refer	to	American	Tower	Corporation and	its	predecessor,	as	applicable,	individually	and	collectively	with	its	subsidiaries	as	the	context	requires.

# PART	I

# Overview

We	are	one	of	the	largest	global	real	estate	investment	trusts	and	a	leading	independent	owner,	operator	and	developer	of	multitenant	communications	real	estate. Our	primary	business	is	the	leasing	of	space	on	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	providers, government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	We	refer	to	this	business	as	our	property	operations,	which	accounted	for	99%	of our	total	revenues	for	the	year	ended	December	31,	2016.	We	also	offer	tower-related	services	in	the	United	States,	including	site	acquisition,	zoning	and	permitting	and structural	analysis,	which	primarily	support	our	site	leasing	business,	including	the	addition	of	new	tenants	and	equipment	on	our	sites.	We	refer	to	this	business	as	our services	operations.

Our	portfolio	primarily	consists	of	towers	that	we	own	and	towers	that	we	operate	pursuant	to	long-term	lease	arrangements,	as	well	as	distributed	antenna	system ("DAS")	networks,	which	provide	seamless	coverage	solutions	in	certain	in-building	and	outdoor	wireless	environments.	In	addition	to	the	communications	sites	in	our portfolio,	we	manage	rooftop	and	tower	sites	for	property	owners	under	various	contractual	arrangements.	We	also	hold	other	telecommunications	infrastructure	and property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators.	Our	communications	real	estate	portfolio	of	144,884 communications	sites,	as	of	December	31,	2016,	included	40,414	communications	sites	in	the	U.S.,	57,945	communications	sites	in	Asia,	12,861	communications	sites	in Europe,	Middle	East	and	Africa	("EMEA")	and	33,664	communications	sites	in	Latin	America.

American	Tower	Corporation	was	originally	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	and	was	spun	off	into	a	free-standing	public company	in	1998.	We	are	a	holding	company	and	conduct	our	operations	through	our	directly	and	indirectly	owned	subsidiaries	and	joint	ventures.	Our	principal domestic	operating	subsidiaries	are	American	Towers	LLC	and	SpectraSite	Communications,	LLC.	We	conduct	our	international	operations	primarily	through	our subsidiary,	American	Tower	International,	Inc.,	which	in	turn	conducts	operations	through	its	various	international	holding	and	operating	subsidiaries	and	joint	ventures.

Since	inception,	we	have	grown	our	communications	real	estate	portfolio	through	acquisitions,	long-term	lease	arrangements	and	site	development.	In	2016,	we significantly	expanded	our	Asia	segment	portfolio	by	acquiring	a	51%	controlling	ownership	interest	in	Viom	Networks	Limited	("Viom"),	a	telecommunications infrastructure	company	that	owns	and	operates	approximately	42,000	wireless	communications	towers	and	200	indoor	DAS	networks	in	India	(the	"Viom	Acquisition"). Subsequent	to	the	closing,	Viom	was	renamed	ATC	Telecom	Infrastructure	Private	Limited	("ATC	TIPL").	In	2016,	we	launched	operations	in	Argentina,	a	new	market for	us.	In	December	2016,	our	newly	formed	joint	venture	in	Europe	entered	into	a	definitive	agreement	to	acquire	a	tower	company	in	France,	which	is	also	a	new market	for	us.	This	acquisition	closed	in	February	2017.

We	operate	as	a	real	estate	investment	trust	for	U.S.	federal	income	tax	purposes	("REIT").	Accordingly,	we	generally	are	not	subject	to	U.S.	federal	income	taxes on	income	generated	by	our	REIT	operations,	including	the	income	derived	from	leasing	space	on	our	towers,	as	we	receive	a	dividends	paid	deduction	for	distributions to	stockholders	that	generally	offsets	our	income	and	gains.	However,	we	remain	obligated	to	pay	U.S.	federal	income	taxes	on	earnings	from	our	domestic	taxable REIT	subsidiaries	("TRSs").	In	addition,	our	international	assets	and	operations,	regardless	of	their	designation	for	U.S.	tax	purposes,	continue	to	be	subject	to	taxation in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are	conducted.

The	use	of	TRSs	enables	us	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification	requirements.	We	may,	from	time	to	time,	change the	election	of	previously	designated	TRSs	to	be	included	as	part	of	the	REIT.	As	of	December	31,	2016,	our	REIT	qualified	businesses	included	our	U.S.	tower	leasing business,	most	of	our	operations	in	Costa	Rica,	Germany	and	Mexico	and	a	majority	of	our	services	segment	and	indoor	DAS	networks	business.

We	report	our	results	in	five	segments	–	U.S.	property	(formerly	referred	to	as	"domestic	rental	and	management"),	Asia	property,	EMEA	property,	Latin	America property	(Asia	property,	EMEA	property	and	Latin	America	property	were	formerly	referred	to	as	"international	rental	and	management")	and	services	(formerly referred	to	as	"network	development	services").

For	more	information	about	our	business	segments,	as	well	as	financial	information	about	the	geographic	areas	in	which	we	operate,	see	Item	7	of	this	Annual Report	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations"	and	note	20	to	our	consolidated	financial statements	included	in	this	Annual	Report.

# Products	and	Services

# Property	Operations

Our	property	operations	accounted	for	99%,	98%	and	98%	of	our	total	revenues	for	each	of	the	years	ended	December	31,	2016,	2015	and	2014,	respectively.	Our revenue	is	primarily	generated	from	tenant	leases.	Our	tenants	lease	space	on	our	communications	real	estate,	where	they	install	and	maintain	their	equipment.	Rental payments	vary	considerably	depending	upon	numerous	factors,	including,	but	not	limited	to,	tower	location,	amount,	type	and	position	of	tenant	equipment	on	the	tower, ground	space	required	by	the	tenant	and	remaining	tower	capacity.	Our	costs	typically	include	ground	rent	(which	is	primarily	fixed,	with	annual	cost	escalations)	and power	and	fuel	costs,	some	or	all	of	which	may	be	passed	through	to	our	tenants,	as	well	as	property	taxes	and	repairs	and	maintenance	expenses.	Our	property operations	have	generated	consistent	incremental	growth	in	revenue	and	typically	have	low	cash	flow	volatility	due	to	the	following	characteristics:

•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.

Our	property	business	includes	the	operation	of	communications	sites,	managed	networks,	the	leasing	of	property	interests,	fiber	and	the	provision	of	backup power	through	shared	generators.	Our	presence	in	a	number	of	markets	at	different	relative	stages	of	wireless	development	provides	us	with	significant	diversification and	long-term	growth	potential.	Our	property	segments	accounted	for	the	following	percentage	of	total	revenue	for	the	years	ended	December	31,:

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| U.S. | 59% | 66% | 64% |
| Asia | 14% | 5% | 6% |
| EMEA | 9% | 8% | 8% |
| Latin\tAmerica | 17% | 19% | 20% |

Communications	Sites.	Approximately	95%	of	revenue	in	our	property	segments	was	attributable	to	our	communications	sites	for	each	of	the	years	ended December	31,	2016,	2015	and	2014.

We	lease	space	on	our	communications	sites	to	tenants	providing	a	diverse	range	of	communications	services,	including	cellular	voice	and	data,	broadcasting,

mobile	video	and	a	number	of	other	applications.	In	addition,	in	many	of	our	international	markets,	we	receive	additional	pass-through	revenue	from	our	tenants	to	cover certain	costs,	including	power	and	fuel	costs	and	ground	rent.	Our	top	tenants	by	revenue	for	each	region	are	as	follows	for	the	year	ended	December	31,	2016:

•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

•EMEA:	Airtel	and	MTN	Group	Limited	accounted	for	an	aggregate	of	70%	of	EMEA	property	segment

•Latin	America:	Telefónica,	AT&T,	Telecom	Italia	and	Nextel	International	accounted	for	an	aggregate	of	71%	of	Latin	America	property	segment revenue.

Accordingly,	we	are	subject	to	certain	risks,	as	set	forth	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors—A	substantial	portion	of	our	revenue	is derived	from	a	small	number	of	tenants,	and	we	are	sensitive	to	changes	in	the	creditworthiness	and	financial	strength	of	our	tenants."	In	addition,	we	are	subject	to	risks related	to	our	international	operations,	as	set	forth	under	the	caption	"Risk	Factors—Our	foreign	operations	are	subject	to	economic,	political	and	other	risks	that	could materially	and	adversely	affect	our	revenues	or	financial	position,	including	risks	associated	with	fluctuations	in	foreign	currency	exchange	rates."

Managed	Networks,	Property	Interests,	Fiber	and	Shared	Generators.	In	addition	to	our	communications	sites,	we	also	own	and	operate	several	types	of	managed network	solutions,	provide	communications	site	management	services	to	third	parties,	manage	and	lease	property	interests	under	carrier	or	other	third-party communications	sites,	lease	fiber	and	provide	back-up	power	sources	to	tenants	at	our	sites.

•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.

# Services	Operations

We	offer	tower-related	services,	including	site	acquisition,	zoning	and	permitting	and	structural	analysis	services.	Our	services	operations	primarily	support	our site	leasing	business,	including	through	the	addition	of	new	tenants	and	equipment	on	our	sites.	This	segment	accounted	for	1%,	2%	and	2%	of	our	total	revenue	for	each of	the	years	ended	December	31,	2016,	2015	and	2014,	respectively.

Site	Acquisition,	Zoning	and	Permitting.	We	engage	in	site	acquisition	services	on	our	own	behalf	in	connection	with	our	tower	development	projects,	as	well	as	on behalf	of	our	tenants.	We	typically	work	with	our	tenants'	engineers	to	determine	the	geographic	areas	where	new	communications	sites	will	best	address	the	tenants' needs	and	meet	their	coverage	objectives.	Once	a	new	site	is	identified,	we	acquire	the	rights	to	the	land	or	structure	on	which	the	site	will	be	constructed,	and	we manage	the	permitting	process	to	ensure	all	necessary	approvals	are	obtained	to	construct	and	operate	the	communications	site.

Structural	Analysis.	We	offer	structural	analysis	services	to	wireless	carriers	in	connection	with	the	installation	of	their	communications	equipment	on	our	towers. Our	team	of	engineers	can	evaluate	whether	a	tower	structure	can	support	the	additional	burden	of	the	new	equipment	or	if	an	upgrade	is	needed,	which	enables	our tenants	to	better	assess	potential	sites	before	making	an	installation	decision.	Our	structural	analysis	capabilities	enable	us	to	provide	higher	quality	service	to	our existing	tenants	by,	among	other	things,	reducing	the	time	required	to	achieve	on-air	readiness,	while	also	providing	opportunities	to	offer	structural	analysis	services	to third	parties.

# Strategy

# Operational	Strategy

Our	operational	strategy	is	to	capitalize	on	the	global	growth	in	the	use	of	wireless	services	and	the	evolution	of	advanced	wireless	handsets,	tablets	and	other mobile	devices,	and	the	corresponding	expansion	of	communications	infrastructure	required	to	deploy	current	and	future	generations	of	wireless	communications technologies.	To	achieve	this,	our	primary	focus	is	to	(i)	increase	the	occupancy	of	our	existing	communications	real	estate	portfolio,	(ii)	invest	in	and	selectively	grow our	communications	real	estate	portfolio,	(iii)	further	improve	upon	our	operational	performance	and	(iv)	maintain	a	strong	balance	sheet.	We	believe	these	efforts	will further	support	and	enhance	our	ability	to	capitalize	on	the	growth	in	demand	for	wireless	infrastructure.	In	addition,	we	expect	to	explore	new	and	broader	opportunities to	enhance	or	extend	our	shared	communications	infrastructure	businesses,	including	those	that	may	make	our	assets	incrementally	more	attractive	to	new	tenants,	or	to existing	tenants	for	additional	uses,	and	those	that	increase	our	operational	efficiency.

•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	Allocation	Strategy

The	objective	of	our	capital	allocation	strategy	is	to	simultaneously	increase	adjusted	funds	from	operations	and	our	return	on	invested	capital	over	the	long	term. To	maintain	our	qualification	for	taxation	as	a	REIT,	we	are	required	to	distribute	to	our	stockholders	annually	an	amount	equal	to	at	least	90%	of	our	REIT	taxable income	(determined	before	the	deduction	for

distributed	earnings	and	excluding	any	net	capital	gain).	After	complying	with	our	REIT	distribution	requirements	and	paying	dividends	on	our	preferred	stock,	we	plan to	continue	to	allocate	our	available	capital	among	investment	alternatives	that	meet	or	exceed	our	return	on	investment	criteria.

•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.

# International	Growth	Strategy

We	believe	that,	in	certain	international	markets,	we	can	create	substantial	value	by	either	establishing	a	new,	or	expanding	our	existing,	communications	real estate	leasing	business.	Therefore,	we	expect	we	will	continue	to	seek	international	growth	opportunities	where	we	believe	our	risk-adjusted	return	objectives	can	be achieved.	We	strive	to	maintain	a	diversified	approach	to	our	international	growth	strategy	by	operating	in	a	geographically	diverse	array	of	markets	in	a	variety	of	stages of	wireless	network	development.	Our	international	growth	strategy	includes	a	disciplined,	individualized	market	evaluation,	in	which	we	conduct	the	following analyses,	among	others:

•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.

# Recent	Transactions

# Acquisitions	and	Joint	Venture

We	increased	our	communications	site	portfolio	by	45,309	sites	in	2016,	including	1,869	build-to-suits.	We	believe	these	assets	will	be	an	important	component	of our	long-term	growth.	In	2016,	we	completed	the	Viom	Acquisition,	which	included	approximately	42,000	wireless	communications	towers	and	200	indoor	DAS networks	in	India.	We	also	launched	operations	in	Argentina	through	the	acquisition	of	Comunicaciones	y	Consumos,	S.A.	("CyCSA"),	which	owned	or	operated	urban telecommunications	assets,	fiber	and	the	rights	to	utilize	certain	existing	utility	infrastructure	for	future	telecommunications	equipment	installation.	In	addition,	we acquired	an	aggregate	of	891	communications	sites	in	the	United	States,	Brazil,	Chile,	Germany,	Mexico,	Nigeria	and	South	Africa	in	2016.

In	December	2016,	we	entered	into	a	joint	venture	("ATC	Europe")	to	which	we	contributed	our	German	business	in	exchange	for	an	investment	from	our	partner, PGGM.	ATC	Europe	will	focus	on	pursuing	telecommunications	real	estate	investment	opportunities	in	select	countries	in	Europe.	In	December	2016,	ATC	Europe entered	into	a	definitive	agreement	to	purchase	FPS	Towers	("FPS"),	which	owns	and	operates	approximately	2,400	wireless	tower	sites	in	France.	This	transaction closed	on	February	15,	2017.

We	continue	to	evaluate	opportunities	to	acquire	communications	real	estate	portfolios	that	we	believe	we	can	effectively	integrate	into	our	existing	business	and generate	returns	that	meet	or	exceed	our	criteria.	For	more	information	about	our	acquisitions,	see	note	6	to	our	consolidated	financial	statements	included	in	this Annual	Report.

# Financing	Transactions

During	2016,	to	complement	our	operational	strategy	to	selectively	invest	in	and	grow	our	communications	real	estate	portfolio	while	maintaining	our	long-term financial	policies,	we	completed	a	number	of	key	financing	initiatives,	which,	among	others,	included	the	following:

•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.

For	more	information	about	our	financing	transactions,	see	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations—Liquidity	and	Capital	Resources"	and	note	8	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Regulatory	Matters

Towers	and	Antennas.	Our	U.S.	and	international	tower	leasing	business	is	subject	to	national,	state	and	local	regulatory	requirements	with	respect	to	the registration,	siting,	construction,	lighting,	marking	and	maintenance	of	our	towers.	In	the	United	States,	which	accounted	for	59%	of	our	total	property	segment	revenue for	the	year	ended	December	31,	2016,	the	construction	of	new	towers	or	modifications	to	existing	towers	may	require	pre-approval	by	the	Federal	Communications Commission	("FCC")	and	the	Federal	Aviation	Administration	("FAA"),	depending	on	factors	such	as	tower	height	and	proximity	to	public	airfields.	Towers	requiring pre-approval	must	be	registered	with	the	FCC	and	maintained	in	accordance	with	FAA	standards.	Similar	requirements	regarding	pre-approval	of	the	construction	and modification	of	towers	are	imposed	by	regulators	in	other	countries.	Non-compliance	with	applicable	tower-related	requirements	may	lead	to	monetary	penalties	or	site deconstruction	orders.

Certain	of	our	international	operations	are	subject	to	regulatory	requirements	with	respect	to	licensing,	registration	and	permitting.	In	India,	each	of	our	operating subsidiaries	holds	an	Infrastructure	Provider	Category-I	("IP-I")	Registration	Certificate	issued	by	the	Indian	Ministry	of	Communications	and	Information	Technology, which	permits	us	to	provide	tower	space	to	companies	licensed	as	telecommunications	service	providers	under	the	Indian	Telegraph	Act	of	1885.	As	a	condition	to	the IP-I,	the	Indian	government	has	the	right	to	take	over	telecommunications	infrastructure	in	the	case	of	emergency	or	war.	In	Ghana,	our	subsidiary	holds	a Communications	Infrastructure	License,	issued	by	the	National	Communications	Authority	("NCA"),	which	permits	us	to	establish	and	maintain	passive telecommunications	infrastructure	services	and	DAS	networks	for	communications	service	providers	licensed	by	the	NCA.	In	Uganda,	our	subsidiary	holds	a	Public Infrastructure	Service	License,	issued	by	the	Uganda	Communications	Commission	("UCC"),	which	permits	us	to	establish	and	maintain	passive	telecommunications infrastructure	and	DAS	networks	for	communication	service	providers	licensed	by	the	UCC.	In	Nigeria,	our	subsidiary	holds	a	license	for	Infrastructure	Sharing	and Collocation	Services,	issued	by	the	Nigerian	Communications	Authority	("NCC"),	which	permits	us	to	establish	and	maintain	passive	telecommunications	infrastructure for	communication	service	providers	licensed	by	the	NCC.	In	Chile,	our	subsidiary	is	classified	as	a	Telecom	Intermediate	Service	Provider.	We	have	received	a	number of	site	specific	concessions	and	are	working	with	the	Chilean	Subsecretaria	de	Telecommunicaciones	to	receive	concessions	on	our	remaining	sites	in	Chile.	CyCSA holds	a	telecom	license	for	a	number	of	services	it	provides	and	is	regulated	by	the	Ente	Nacional	de	Comunicaciones	(ENACOM)	in	Argentina.	In	many	of	the	markets in	which	we	operate	we	are	required	to	provide	tower	space	to	service	providers	on	a	non-discriminatory	basis,	subject	to	negotiation	of	mutually	agreeable	terms.

Our	international	business	operations	may	be	subject	to	increased	licensing	fees	or	ownership	restrictions.	For	example,	in	South	Africa,	the	Broad-Based	Black Economic	Empowerment	Act,	2003	(the	"BBBEE	Act")	has	established	a	legislative	framework	for	the	promotion	of	economic	empowerment	of	South	African	citizens disadvantaged	by	Apartheid.	Accordingly,	the	BBBEE	Act	and	related	codes	measure	BBBEE	Act	compliance	and	good	corporate	practice	by	the	inclusion	of	certain ownership,	management	control,	employment	equity	and	other	metrics	for	companies	that	do	business	there.	In	addition,

certain	municipalities	have	sought	to	impose	permit	fees	based	upon	structural	or	operational	requirements	of	towers.	Our	foreign	operations	may	be	affected	if	a country's	regulatory	authority	restricts	or	revokes	spectrum	licenses	of	certain	wireless	service	providers	or	implements	limitations	on	foreign	ownership.

In	all	countries	where	we	operate,	we	are	subject	to	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	organizations.	While these	regulations	vary,	they	typically	require	tower	owners	or	tenants	to	obtain	approval	from	local	authorities	or	community	standards	organizations	prior	to	tower construction	or	the	addition	of	a	new	antenna	to	an	existing	tower.	Local	zoning	authorities	and	community	residents	often	oppose	construction	in	their	communities, which	can	delay	or	prevent	new	tower	construction,	new	antenna	installation	or	site	upgrade	projects,	thereby	limiting	our	ability	to	respond	to	tenant	demand.	This opposition	and	existing	or	new	zoning	regulations	can	increase	costs	associated	with	new	tower	construction,	tower	modifications	and	additions	of	new	antennas	to	a	site or	site	upgrades,	as	well	as	adversely	affect	the	associated	timing	or	cost	of	such	projects.	Further,	additional	regulations	may	be	adopted	that	cause	delays	or	result	in additional	costs	to	us.	These	factors	could	materially	and	adversely	affect	our	operations.	In	the	United	States,	the	Telecommunications	Act	of	1996	prohibits	any	action by	state	and	local	authorities	that	would	discriminate	between	different	providers	of	wireless	services	or	ban	altogether	the	construction,	modification	or	placement	of communications	sites.	It	also	prohibits	state	or	local	restrictions	based	on	the	environmental	effects	of	radio	frequency	emissions	to	the	extent	the	facilities	comply	with FCC	regulations.	Further,	in	February	2012,	the	United	States	government	adopted	regulations	requiring	that	local	and	state	governments	approve	modifications	or colocations	that	qualify	as	eligible	facilities	under	the	regulations.

Portions	of	our	business	are	subject	to	additional	regulations,	for	example,	in	a	number	of	states	throughout	the	United	States,	certain	of	our	subsidiaries	hold Competitive	Local	Exchange	Carrier	(CLEC)	or	other	status,	in	connection	with	the	operation	of	our	outdoor	DAS	networks	business.	In	addition,	we,	or	our	tenants, may	be	subject	to	new	regulatory	policies	in	certain	jurisdictions	from	time	to	time	that	may	materially	and	adversely	affect	our	business	or	the	demand	for	our communications	sites.	For	example,	there	are	pending	tower	marking	regulations	in	the	United	States,	compliance	with	which	may	result	in	a	substantial	increase	in	our costs.

Environmental	Matters.	Our	U.S.	and	international	operations	are	subject	to	various	national,	state	and	local	environmental	laws	and	regulations,	including	those relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of,	and	exposure	to,	hazardous	and	non-hazardous	substances,	materials	and	wastes	and	the siting	of	our	towers.	We	may	be	required	to	obtain	permits,	pay	additional	property	taxes,	comply	with	regulatory	requirements	and	make	certain	informational	filings related	to	hazardous	substances	or	devices	used	to	provide	power	such	as	batteries,	generators	and	fuel	at	our	sites.	Violations	of	these	types	of	regulations	could	subject us	to	fines	or	criminal	sanctions.

Additionally,	in	the	United	States	and	other	international	markets	where	we	do	business,	before	constructing	a	new	tower	or	adding	an	antenna	to	an	existing	site, we	must	review	and	evaluate	the	impact	of	the	action	to	determine	whether	it	may	significantly	affect	the	environment	and	whether	we	must	disclose	any	significant impacts	in	an	environmental	assessment.	If	a	tower	or	new	antenna	might	have	a	material	adverse	impact	on	the	environment,	FCC	or	other	governmental	approval	of the	tower	or	antenna	could	be	significantly	delayed.

Health	and	Safety.	In	the	United	States	and	in	other	countries	where	we	operate,	we	are	subject	to	various	national,	state	and	local	laws	regarding	employee	health and	safety,	including	protection	from	radio	frequency	exposure.

# Competition

We	compete,	both	for	new	business	and	for	the	acquisition	of	assets,	with	other	public	tower	companies,	such	as	Crown	Castle	International	Corp.,	SBA Communications	Corporation,	Telesites	S.A.B.	de	C.V.	and	Cellnex	Telecom,	S.A.,	wireless	carrier	tower	consortia	such	as	Indus	Towers	Limited	and	private	tower companies,	private	equity	sponsored	firms,	carrier-affiliated	tower	companies,	independent	wireless	carriers,	tower	owners,	broadcasters	and	owners	of	non- communications	sites,	including	rooftops,	utility	towers,	water	towers	and	other	alternative	structures.	We	believe	that	site	location	and	capacity,	network	density,	price, quality	and	speed	of	service	have	been,	and	will	continue	to	be,	significant	competitive	factors	affecting	owners,	operators	and	managers	of	communications	sites.

Our	services	business	competes	with	a	variety	of	companies	offering	individual,	or	combinations	of,	competing	services.	The	field	of	competitors	includes	site acquisition	consultants,	zoning	consultants,	real	estate	firms,	right-of-way	consultants,	structural	engineering	firms,	tower	owners/managers,	telecommunications equipment	vendors	who	can	provide	turnkey	site	development	services	through	multiple	subcontractors	and	our	tenants'	personnel.	We	believe	that	our	tenants	base their	decisions	for	services	on	various	criteria,	including	a	company's	experience,	local	reputation,	price	and	time	for	completion	of	a	project.

# Customer	Demand

Our	strategy	is	predicated	on	the	belief	that	wireless	service	providers	will	continue	to	invest	in	the	coverage,	quality	and	capacity	of	their	networks	in	both	our U.S.	and	international	markets,	while	also	investing	in	next	generation	data	networks,	which	will	drive	demand	for	our	communications	sites.	To	meet	these	network objectives,	we	believe	wireless	carriers	will	continue	to	outsource	their	communications	site	infrastructure	needs	as	a	means	to	accelerate	network	development	and	more efficiently	use	their	capital,	rather	than	construct	and	operate	their	own	communications	sites	and	maintain	their	own	communications	site	operation	and	development capabilities.	In	addition,	because	our	services	operations	are	complementary	to	our	property	business,	we	believe	demand	for	our	services	will	continue,	consistent	with industry	trends.

•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.

As	consumer	demand	for	and	use	of	advanced	wireless	services	in	the	United	States	grow,	wireless	service	providers	may	be	compelled	to	deploy	new	technology and	equipment,	further	increase	the	cell	density	of	their	existing	networks	and	expand	their	network	coverage.

•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;

•The	increasing	availability	of	lower	cost

smartphones.

Demand	for	our	communications	sites	could	be	negatively	impacted	by	a	number	of	factors,	including	an	increase	in	network	sharing	or	consolidation	among	our tenants,	as	set	forth	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors—If	our	tenants	share	site	infrastructure	to	a	significant	degree	or	consolidate	or merge,	our	growth,	revenue	and	ability	to	generate	positive	cash	flows	could	be	materially	and	adversely	affected."	In	addition,	the	emergence	and	growth	of	new technologies	could	reduce	demand	for	our	sites,	as	set	forth	under	the	caption	"Risk	Factors—New	technologies	or	changes	in	a	tenant's	business	model	could	make	our tower	leasing	business	less	desirable	and	result	in	decreasing	revenues."	Further,	our	tenants	may	be	subject	to	new	regulatory	policies	from	time	to	time	that	materially and	adversely	affect	the	demand	for	our	communications	sites.

# Employees

As	of	December	31,	2016,	we	employed	4,507	full-time	individuals	and	consider	our	employee	relations	to	be	satisfactory.

# Available	Information

Our	Internet	website	address	is	www.americantower.com.	Information	contained	on	our	website	is	not	incorporated	by	reference	into	this	Annual	Report,	and	you should	not	consider	information	contained	on	our	website	as	part	of	this	Annual

Report.	You	may	access,	free	of	charge,	our	Annual	Reports	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q	and	Current	Reports	on	Form	8-K,	plus	amendments	to such	reports	as	filed	or	furnished	pursuant	to	Sections	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	as	amended	("Exchange	Act"),	through	the	"Investor Relations"	portion	of	our	website	as	soon	as	reasonably	practicable	after	we	electronically	file	such	material	with,	or	furnish	it	to,	the	Securities	and	Exchange Commission	("SEC").

We	have	adopted	a	written	Code	of	Ethics	and	Business	Conduct	Policy	(the	"Code	of	Conduct")	that	applies	to	all	of	our	employees	and	directors,	including,	but not	limited	to,	our	principal	executive	officer,	principal	financial	officer	and	principal	accounting	officer	or	controller	or	persons	performing	similar	functions.	The	Code of	Conduct	is	available	on	the	"Corporate	Responsibility"	portion	of	our	website	and	our	Corporate	Governance	Guidelines	and	the	charters	of	the	audit,	compensation and	nominating	and	corporate	governance	committees	of	our	Board	of	Directors	are	available	on	the	"Investor	Relations"	portion	of	our	website.	In	the	event	we	amend the	Code	of	Conduct,	or	provide	any	waivers	of	the	Code	of	Conduct	to	our	directors	or	executive	officers,	we	will	disclose	these	events	on	our	website	as	required	by the	regulations	of	the	New	York	Stock	Exchange	(the	"NYSE")	and	applicable	law.

In	addition,	paper	copies	of	these	documents	may	be	obtained	free	of	charge	by	writing	us	at	the	following	address:	116	Huntington	Avenue,	Boston, Massachusetts	02116,	Attention:	Investor	Relations;	or	by	calling	us	at	(617)	375-7500.

# ITEM	1A. RISK	FACTORS

# Decrease	in	demand	for	our	communications	infrastructure	would	materially	and	adversely	affect	our	operating	results,	and	we	cannot	control	that	demand.

A	significant	reduction	in	leasing	demand	for	our	communications	infrastructure	could	materially	and	adversely	affect	our	business,	results	of	operations	or financial	condition.	Factors	that	may	affect	such	demand	include:

•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

•delays	or	changes	in	the	deployment	of	next	generation	wireless	technologies;

•technological	changes.

# Increasing	competition	for	tenants	in	the	tower	industry	may	materially	and	adversely	affect	our	revenue.

Our	industry	is	highly	competitive	and	our	tenants	have	numerous	alternatives	in	leasing	antenna	space.	Competitive	pricing	from	competitors	could	materially and	adversely	affect	our	lease	rates.	We	may	not	be	able	to	renew	existing	tenant	leases	or	enter	into	new	tenant	leases,	or	if	we	are	able	to	renew	or	enter	into	new leases,	they	may	be	at	rates	lower	than	our	current	rates,	resulting	in	a	material	adverse	impact	on	our	results	of	operations	and	growth	rate.	In	addition,	should	inflation rates	exceed	our	fixed	escalator	percentages	in	markets	where	our	leases	include	fixed	escalators,	our	income	could	be	adversely	affected.

# If	our	tenants	share	site	infrastructure	to	a	significant	degree	or	consolidate	or	merge,	our	growth,	revenue	and	ability	to	generate	positive	cash	flows	could	be materially	and	adversely	affected.

Extensive	sharing	of	site	infrastructure,	roaming	or	resale	arrangements	among	wireless	service	providers	as	an	alternative	to	leasing	our	communications	sites, without	compensation	to	us,	may	cause	new	lease	activity	to	slow	if	carriers	utilize	shared	equipment	rather	than	deploy	new	equipment,	or	may	result	in	the decommissioning	of	equipment	on	certain	existing	sites	because	portions	of	the	tenants'	networks	may	become	redundant.	In	addition,	significant	consolidation	among our	tenants	may	materially	and	adversely	affect	our	growth	and	revenues.	Certain	combined	companies	have	rationalized	duplicative	parts	of	their	networks	or modernized	their	networks,	and	these	and	other	tenants	could	determine	not	to	renew,	or	attempt	to	cancel,	avoid	or	limit	leases	with	us	or	related	payments.	In	the	event a	tenant	terminates	its	business	or	separately	sells	its	spectrum,	we	may	experience	increased	churn	as	a	result.	Our	ongoing	contractual	revenues	and	our	future	results may	be	negatively	impacted	if	a	significant	number	of	these	leases	are	not	renewed.

# Our	business	is	subject	to	government	and	tax	regulations	and	changes	in	current	or	future	laws	or	regulations	could	restrict	our	ability	to	operate	our	business as	we	currently	do.

Our	business	and	that	of	our	tenants	are	subject	to	federal,	state,	local	and	foreign	regulations.	In	certain	jurisdictions,	these	regulations	could	be	applied	or enforced	retroactively,	which	could	require	that	we	modify	or	dismantle	existing	towers	at	significant	costs.	Zoning	authorities	and	community	organizations	are	often opposed	to	the	construction	of	communications	sites	in	their	communities,	which	can	delay,	prevent	or	increase	the	cost	of	new	tower	construction,	modifications, additions	of	new	antennas	to	a	site	or	site	upgrades,	thereby	limiting	our	ability	to	respond	to	tenant	demands.	Existing	regulatory	policies	may	materially	and	adversely affect	the	timing	or	cost	of	construction	projects	associated	with	our	communications	sites	and	new	regulations	may	be	adopted	that	increase	delays	or	result	in additional	costs	to	us,	or	that	prevent	such	projects	in	certain	locations,	and	noncompliance	could	result	in	the	imposition	of	fines	or	an	award	of	damages	to	private litigants.	In	certain	jurisdictions,	there	may	be	changes	to	zoning	regulations	or	construction	laws	based	on	site	location,	which	may	result	in	increased	costs	to	modify certain	of	our	existing	towers	or	decreased	revenue	due	to	the	removal	of	certain	towers	to	ensure	compliance	with	such	changes.	In	addition,	in	certain	jurisdictions,	we are	required	to	pay	annual	license	fees,	which	may	be	subject	to	substantial	increases	by	the	government,	or	new	fees	may	be	enacted	and	apply	retroactively. Furthermore,	the	tax	laws,	regulations	and	interpretations	governing	our	business	in	jurisdictions	where	we	operate	may	change	at	any	time,	perhaps	with	retroactive effect.	This	includes	potential	changes	in	tax	laws	or	the	interpretation	of	tax	laws	arising	out	of	the	"base	erosion	profit	shifting"	or	"BEPS"	project	initiated	by	the Organization	for	Economic	Co-operation	and	Development	(OECD).	In	addition,	some	of	these	changes	could	have	a	more	significant	impact	on	us	as	a	REIT	relative	to other	REITs	due	to	the	nature	of	our	business	and	our	use	of	TRSs.	These	factors	could	materially	and	adversely	affect	our	business,	results	of	operations	or	financial condition.

# Our	foreign	operations	are	subject	to	economic,	political	and	other	risks	that	could	materially	and	adversely	affect	our	revenues	or	financial	position,	including risks	associated	with	fluctuations	in	foreign	currency	exchange	rates.

Our	international	business	operations	and	our	expansion	into	new	markets	in	the	future	exposes	us	to	potential	adverse	financial	and	operational	problems	not typically	experienced	in	the	United	States.	We	anticipate	that	revenues	from	our	international	operations	will	continue	to	grow.	Accordingly,	our	business	is	subject	to risks	associated	with	doing	business	internationally,	including:

•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

•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

•price	setting	or	other	similar	laws	or	regulations	for	the	sharing	of	passive	infrastructure;

•uncertain	or	inconsistent	laws,	regulations,	rulings	or	results	from	legal	or	judicial	systems,	which	may	be	applied	retroactively,	and	delays	in	the	judicial process.

We	also	face	risks	associated	with	changes	in	foreign	currency	exchange	rates,	including	those	arising	from	our	operations,	investments	and	financing	transactions related	to	our	international	business.	Volatility	in	foreign	currency	exchange	rates	can	also	affect	our	ability	to	plan,	forecast	and	budget	for	our	international	operations and	expansion	efforts.	Our	revenues	earned	from	our	international	operations	are	primarily	denominated	in	their	respective	local	currencies.	We	have	not	historically engaged	in	significant	currency	hedging	activities	relating	to	our	non-U.S.	Dollar	operations,	and	a	weakening	of	these	foreign	currencies	against	the	U.S.	Dollar	would negatively	impact	our	reported	revenues,	operating	profits	and	income.

In	addition,	as	we	continue	to	invest	in	joint	venture	opportunities	internationally,	our	partners	may	have	business	or	economic	goals	that	are	inconsistent	with ours,	be	in	positions	to	take	action	contrary	to	our	interests,	policies	or	objectives,	have	competing	interests	in	our,	or	other,	markets	that	could	create	conflict	of	interest issues,	withhold	consents	contrary	to	our	requests	or	become	unable	or	unwilling	to	fulfill	their	commitments,	any	of	which	could	expose	us	to	additional	liabilities	or costs,	including	requiring	us	to	assume	and	fulfill	the	obligations	of	that	joint	venture.

# Our	expansion	initiatives	involve	a	number	of	risks	and	uncertainties,	including	those	related	to	integrating	acquired	or	leased	assets,	that	could	adversely	affect our	operating	results,	disrupt	our	operations	or	expose	us	to	additional	risk.

As	we	continue	to	acquire	communications	sites	in	our	existing	markets	and	expand	into	new	markets,	we	are	subject	to	a	number	of	risks	and	uncertainties, including	not	meeting	our	return	on	investment	criteria	and	financial	objectives,	increased	costs,	assumed	liabilities	and	the	diversion	of	managerial	attention	due	to acquisitions.	Achieving	the	benefits	of	acquisitions	depends	in	part	on	timely	and	efficiently	integrating	operations,	communications	tower	portfolios	and	personnel. Integration	may	be	difficult	and	unpredictable	for	many	reasons,	including,	among	other	things,	portfolios	without	requisite	permits,	differing	systems,	cultural differences,	and	conflicting	policies,	procedures	and	operations.	Significant	acquisition-related	integration	costs,	including	certain	nonrecurring	charges,	could	materially and	adversely	affect	our	results	of	operations	in	the	period	in	which	such	charges	are	recorded	or	our	cash	flow	in	the	period	in	which	any	related	costs	are	actually	paid. For	example,	the	integration	of	Viom	into	our	operations	is	a	significant	undertaking,	and	we	anticipate	that	we	will	continue	to	incur	certain	nonrecurring	charges associated	with	that	integration,	including	costs	associated	with	onboarding	employees	and	visiting	and	upgrading	tower	sites.	In	addition,	integration	may	significantly burden	management	and	internal	resources,	including	through	the	potential	loss	or	unavailability	of	key	personnel.	If	we	fail	to	successfully	integrate	the	assets	we acquire	or	fail	to	utilize	such	assets	to	their	full	capacity,	we	may	not	realize	the	benefits	we	expect	from	our	acquired	portfolios,	and	our	business,	financial	condition and	results	of	operations	will	be	adversely	affected.	Our	international	expansion	initiatives	are	subject	to	additional	risks	such	as	those	described	in	the	preceding	risk factor.

As	a	result	of	acquisitions,	we	have	a	substantial	amount	of	intangible	assets	and	goodwill.	In	accordance	with	accounting	principles	generally	accepted	in	the United	States	("GAAP"),	we	are	required	to	assess	our	goodwill	and	other	intangible	assets	annually	or	more	frequently	in	the	event	of	circumstances	indicating potential	impairment	to	determine	if	they	are	impaired.	If	the	testing	performed	indicates	that	an	asset	may	not	be	recoverable,	we	are	required	to	record	a	non-cash impairment	charge	for	the	difference	between	the	carrying	value	of	the	goodwill	or	other	intangible	assets	and	the	implied	fair	value	of	the	goodwill	or	the	estimated	fair value	of	other	intangible	assets	in	the	period	the	determination	is	made.

Our	expansion	initiatives	may	not	be	successful	or	we	may	be	required	to	record	impairment	charges	for	our	goodwill	or	for	other	intangible	assets,	which	could have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# Competition	for	assets	could	adversely	affect	our	ability	to	achieve	our	return	on	investment	criteria.

We	may	experience	increased	competition	for	the	acquisition	of	assets	or	contracts	to	build	new	communications	sites	for	tenants,	which	could	make	the acquisition	of	high	quality	assets	significantly	more	costly	or	prohibitive	or	cause	us	to	lose	contracts	to	build	new	sites.	Some	of	our	competitors	are	larger	and	may have	greater	financial	resources	than	we	do,	while	other	competitors	may	apply	less	stringent	investment	criteria	than	we	do.	In	addition,	we	may	not	anticipate increased	competition	entering	a	particular	market	or	competing	for	the	same	assets.	Higher	prices	for	assets	or	the	failure	to	add	new	assets	to	our	portfolio	could	make it	more	difficult	to	achieve	our	anticipated	returns	on	investment	or	future	growth,	which	could	materially	and	adversely	affect	our	business,	results	of	operations	or financial	condition.

# New	technologies	or	changes	in	a	tenant's	business	model	could	make	our	tower	leasing	business	less	desirable	and	result	in	decreasing	revenues.

The	development	and	implementation	of	new	technologies	designed	to	enhance	the	efficiency	of	wireless	networks	or	changes	in	a	tenant's	business	model	could reduce	the	need	for	tower-based	wireless	services,	decrease	demand	for	tower	space	or	reduce	previously	obtainable	lease	rates.	In	addition,	tenants	may	allocate	less	of their	budgets	to	leasing	space	on	our	towers,	as	the	industry	is	trending	towards	deploying	increased	capital	to	the	development	and	implementation	of	new	technologies. Examples	of	these	technologies	include	spectrally	efficient	technologies,	which	could	relieve	a	portion	of	our	tenants'	network	capacity	needs	and,	as	a	result,	could reduce	the	demand	for	tower-based	antenna	space.	Additionally,	certain	small	cell	complementary	network	technologies	could	shift	a	portion	of	our	tenants'	network investments	away	from	the	traditional	tower-based	networks,	which	may	reduce	the	need	for	carriers	to	add	more	equipment	at	certain	communications	sites.	Moreover, the	emergence	of	alternative	technologies	could	reduce	the	need	for	tower-based	broadcast	services	transmission	and	reception.	Further,	a	tenant	may	decide	to	no	longer outsource	tower	infrastructure	or	otherwise	change	its	business	model,	which	would	result	in	a	decrease	in	our	revenue.	Our	failure	to	innovate	in	response	to	the development	and

implementation	of	these	or	similar	technologies	to	any	significant	degree	or	changes	in	a	tenant's	business	model	could	have	a	material	adverse	effect	on	our	business, results	of	operations	or	financial	condition.

# Our	leverage	and	debt	service	obligations	may	materially	and	adversely	affect	our	ability	to	raise	additional	financing	to	fund	capital	expenditures,	future	growth and	expansion	initiatives	and	to	satisfy	our	distribution	requirements.

Our	leverage	and	debt	service	obligations	could	have	significant	negative	consequences	to	our	business,	results	of	operations	or	financial	condition,	including:

•requiring	the	dedication	of	a	substantial	portion	of	our	cash	flow	from	operations	to	service	our	debt,	thereby	reducing	the	amount	of	our	cash	flow available	for	other	purposes,	including	capital	expenditures,	REIT	distributions	and	preferred	stock	dividends;

•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	may	need	to	raise	additional	capital	through	debt	financing	activities,	asset	sales	or	equity	issuances,	even	if	the	then-prevailing	market	conditions	are	not favorable,	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and	to	satisfy	our	distribution	requirements	and	debt	service	obligations.	An	increase	in our	total	leverage	could	lead	to	a	downgrade	of	our	credit	rating	below	investment	grade,	which	could	negatively	impact	our	ability	to	access	credit	markets	or	preclude us	from	obtaining	funds	on	investment	grade	terms	and	conditions.	Further,	certain	of	our	current	debt	instruments	limit	the	amount	of	indebtedness	we	and	our subsidiaries	may	incur.	Additional	financing,	therefore,	may	be	unavailable,	more	expensive	or	restricted	by	the	terms	of	our	outstanding	indebtedness.

# A	substantial	portion	of	our	revenue	is	derived	from	a	small	number	of	tenants,	and	we	are	sensitive	to	changes	in	the	creditworthiness	and	financial	strength	of our	tenants.

A	substantial	portion	of	our	total	operating	revenues	is	derived	from	a	small	number	of	tenants.	If	any	of	these	tenants	is	unwilling	or	unable	to	perform	its obligations	under	our	agreements	with	it,	our	revenues,	results	of	operations,	financial	condition	and	liquidity	could	be	materially	and	adversely	affected.	In	the	ordinary course	of	our	business,	we	do	occasionally	experience	disputes	with	our	tenants,	generally	regarding	the	interpretation	of	terms	in	our	leases.	Historically,	we	have resolved	these	disputes	in	a	manner	that	did	not	have	a	material	adverse	effect	on	us	or	our	tenant	relationships.	However,	it	is	possible	that	such	disputes	could	lead	to	a termination	of	our	leases	with	tenants,	a	material	modification	of	the	terms	of	those	leases	or	a	failure	to	obtain	new	business	from	existing	tenants,	any	of	which	could have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.	If	we	are	forced	to	resolve	any	of	these	disputes	through	litigation,	our relationship	with	the	applicable	tenant	could	be	terminated	or	damaged,	which	could	lead	to	decreased	revenue	or	increased	costs,	resulting	in	a	corresponding	adverse effect	on	our	business,	results	of	operations	or	financial	condition.

Due	to	the	long-term	nature	of	our	tenant	leases,	we	depend	on	the	continued	financial	strength	of	our	tenants.	Many	wireless	service	providers	operate	with substantial	leverage.	Sometimes	our	tenants,	or	their	parent	companies,	face	financial	difficulty	or	file	for	bankruptcy.

In	our	international	operations,	many	of	our	tenants	are	subsidiaries	of	global	telecommunications	companies.	These	subsidiaries	may	not	have	the	explicit	or implied	financial	support	of	their	parent	entities.

In	addition,	many	of	our	tenants	and	potential	tenants	rely	on	capital	raising	activities	to	fund	their	operations	and	capital	expenditures,	which	may	be	more difficult	or	expensive	in	the	event	of	downturns	in	the	economy	or	disruptions	in	the	financial	and	credit	markets.	If	our	tenants	or	potential	tenants	are	unable	to	raise adequate	capital	to	fund	their	business	plans,	they	may	reduce	their	spending,	which	could	materially	and	adversely	affect	demand	for	our	communications	sites	and	our services	business.	If,	as	a	result	of	a	prolonged	economic	downturn	or	otherwise,	one	or	more	of	our	significant	tenants	experiences	financial	difficulties	or	files	for bankruptcy,	it	could	result	in	uncollectible	accounts	receivable	and	an	impairment	of	our	deferred	rent	asset,	tower	asset,	network	location	intangible	asset	or	tenant- related	intangible	asset.	The	loss	of	significant	tenants,	or	the	loss	of	all	or	a	portion	of	our	anticipated	lease	revenues	from	certain	tenants,	could	have	a	material	adverse effect	on	our	business,	results	of	operations	or	financial	condition.

# If	we	fail	to	remain	qualified	for	taxation	as	a	REIT,	we	will	be	subject	to	tax	at	corporate	income	tax	rates,	which	may	substantially	reduce	funds	otherwise available,	and	even	if	we	qualify	for	taxation	as	a	REIT,	we	may	face	tax	liabilities	that	impact	earnings	and	available	cash	flow.

Commencing	with	the	taxable	year	beginning	January	1,	2012,	we	have	operated	as	a	REIT	for	federal	income	tax	purposes.

Qualification	for	taxation	as	a	REIT	requires	the	application	of	certain	highly	technical	and	complex	provisions	of	the	Internal	Revenue	Code	of	1986,	as	amended (the	"Code"),	which	provisions	may	change	from	time	to	time,	to	our	operations	as	well	as	various	factual	determinations	concerning	matters	and	circumstances	not entirely	within	our	control.	Further,	tax	reform	proposals,	if	enacted,	may	adversely	affect	our	ability	to	remain	qualified	for	taxation	as	a	REIT	or	the	benefits	or desirability	of	remaining	so	qualified.	There	are	few	judicial	or	administrative	interpretations	of	the	relevant	provisions	of	the	Code.

If,	in	any	taxable	year,	we	fail	to	qualify	for	taxation	as	a	REIT	and	are	not	entitled	to	relief	under	the	Code:

•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;

•we	will	be	disqualified	from	REIT	tax	treatment	for	the	four	taxable	years	immediately	following	the	year	during	which	we	were	so

disqualified.

We	are	subject	to	certain	federal,	state,	local	and	foreign	taxes	on	our	income	and	assets,	including	alternative	minimum	taxes,	taxes	on	any	undistributed	income and	state,	local	or	foreign	income,	franchise,	property	and	transfer	taxes.	While	state	and	local	income	tax	regimes	often	parallel	the	U.S.	federal	income	tax	regime	for REITs,	many	of	these	jurisdictions	do	not	completely	follow	U.S.	federal	rules	and	some	may	not	follow	them	at	all.		For	example,	some	state	and	local	jurisdictions currently	or	in	the	future	may	limit	or	eliminate	a	REIT's	deduction	for	dividends	paid,	which	could	increase	our	income	tax	expense.	We	are	also	subject	to	the continual	examination	of	our	income	tax	returns	by	the	U.S.	Internal	Revenue	Service	and	state,	local	and	foreign	tax	authorities.	The	results	of	an	audit	and	examination of	previously	filed	tax	returns	and	continuing	assessments	of	our	tax	exposures	may	have	an	adverse	effect	on	our	provision	for	income	taxes	and	cash	tax	liability.

Our	domestic	TRS	assets	and	operations	are	subject,	as	applicable,	to	federal	and	state	corporation	income	taxes.	Our	foreign	operations,	whether	in	the	REIT	or TRSs,	are	subject	to	foreign	taxes	in	jurisdictions	in	which	those	assets	and	operations	are	located.

Any	corporate	tax	liability	could	be	substantial	and	would	reduce	the	amount	of	cash	available	for	other	purposes.	If	we	fail	to	qualify	for	taxation	as	a	REIT,	we may	need	to	borrow	additional	funds	or	liquidate	some	investments	to	pay	any	additional	tax	liability.	Accordingly,	funds	available	for	investment,	operations	and distribution	would	be	reduced.

Furthermore,	as	a	result	of	our	acquisition	of	MIP	Tower	Holdings	LLC	("MIPT"),	we	owned	an	interest	in	a	subsidiary	REIT.	Effective	July	25,	2015,	we	filed	a tax	election,	pursuant	to	which	MIPT	no	longer	operates	as	a	separate	REIT.	The	statute	of	limitations	is	still	open	for	certain	years	and	MIPT's	qualification	as	a	REIT could	still	be	challenged.	As	such,	for	all	open	years,	we	must	demonstrate	that	the	subsidiary	REIT	complied	with	the	same	REIT	requirements	that	we	must	satisfy	in order	to	qualify	as	a	REIT,	together	with	all	other	rules	applicable	to	REITs.	If	the	subsidiary	REIT	is	determined	to	have	failed	to	qualify	as	a	REIT	for	any	of	the	open years,	and	certain	relief	provisions	do	not	apply,	then	(i)	the	subsidiary	REIT	would	have	been	subject	to	federal	income	tax	for	such	year,	which	tax	we	would	inherit along	with	applicable	penalties	and	interest;	(ii)	the	subsidiary	REIT	would	be	disqualified	from	treatment	as	a	REIT	for	the	remaining	taxable	years	following	the	year during	which	qualification	was	lost;	(iii)	for	those	years	in	which	the	subsidiary	REIT	failed	to	qualify	as	a	REIT,	our	ownership	of	shares	in	such	subsidiary	REIT would	have	failed	to	be	a	qualifying	asset	for	purposes	of	the	asset	tests	applicable	to	REITs	and	any	dividend	income	or	gains	derived	by	us	from	such	subsidiary	REIT may	cease	to	be	treated	as	income	that	qualifies	for	purposes	of	the	75%	gross	income	test;	and	(iv)	we	may	have	failed	certain	of	the	asset	tests	applicable	to	REITs,	in which	event	we	would	fail	to	qualify	as	a	REIT	for	those	periods	unless	we	are	able	to	avail	ourselves	of	specified	relief	provisions.

# Complying	with	REIT	requirements	may	limit	our	flexibility	or	cause	us	to	forego	otherwise	attractive	opportunities.

Our	use	of	TRSs	enables	us	to	engage	in	non-REIT	qualifying	business	activities.	Under	the	Code,	no	more	than	25%	of	the	value	of	the	assets	of	a	REIT	may	be represented	by	securities	of	one	or	more	TRSs	and	other	non-qualifying	assets.	Effective	January	1,	2018,	this	limitation	is	reduced	to	20%.	This	limitation	may	hinder our	ability	to	make	certain	attractive	investments,	including	the	purchase	of	non-qualifying	assets,	the	expansion	of	non-real	estate	activities	and	investments	in	the

businesses	to	be	conducted	by	our	TRSs,	and	to	that	extent	limit	our	opportunities	and	our	flexibility	to	change	our	business	strategy.

Specifically,	this	limitation	may	affect	our	ability	to	make	additional	investments	in	our	managed	networks	business	or	services	segment	as	currently	structured and	operated,	in	other	non-REIT	qualifying	operations	or	assets,	or	in	international	operations	conducted	through	TRSs	that	we	do	not	elect	to	bring	into	the	REIT structure.	Further,	acquisition	opportunities	in	the	United	States	and	international	markets	may	be	adversely	affected	if	we	need	or	require	the	target	company	to	comply with	certain	REIT	requirements	prior	to	closing.

Further,	as	a	REIT,	we	must	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	the	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	To	meet	our	annual	distribution	requirements,	we	may	be	required	to	distribute	amounts	that	may	otherwise	be used	for	our	operations,	including	amounts	that	may	otherwise	be	invested	in	future	acquisitions,	capital	expenditures	or	repayment	of	debt.	As	no	more	than	25%	of	our gross	income	may	consist	of	dividend	income	from	our	TRSs	and	other	non-qualifying	types	of	income,	our	ability	to	receive	distributions	from	our	TRSs	may	be limited,	which	may	impact	our	ability	to	fund	distributions	to	our	stockholders	or	to	use	income	of	our	TRSs	to	fund	other	investments.

In	addition,	the	majority	of	our	income	and	cash	flows	from	our	TRSs	are	generated	from	our	international	operations.	In	many	cases,	there	are	local	withholding taxes	and	currency	controls	that	may	impact	our	ability	or	willingness	to	repatriate	funds	to	the	United	States	to	help	satisfy	REIT	distribution	requirements.

Restrictive	covenants	in	the	agreements	related	to	our	securitization	transactions,	our	credit	facilities	and	our	debt	securities	and	the	terms	of	our	preferred	stock could	materially	and	adversely	affect	our	business	by	limiting	flexibility,	and	we	may	be	prohibited	from	paying	dividends	on	our	common	stock,	which	may jeopardize	our	qualification	for	taxation	as	a	REIT.

The	agreements	related	to	our	securitization	transactions	include	operating	covenants	and	other	restrictions	customary	for	loans	subject	to	rated	securitizations. Among	other	things,	the	borrowers	under	the	agreements	are	prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets.	A failure	to	comply	with	the	covenants	in	the	agreements	could	prevent	the	borrowers	from	taking	certain	actions	with	respect	to	the	secured	assets	and	could	prevent	the borrowers	from	distributing	any	excess	cash	from	the	operation	of	such	assets	to	us.	If	the	borrowers	were	to	default	on	any	of	the	loans,	the	servicer	on	such	loan	could seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	the	secured	assets,	in	which	case	we	could	lose	such	assets	and	the	cash	flow	associated	with	such	assets.

The	agreements	for	our	credit	facilities	also	contain	restrictive	covenants	and	leverage	and	other	financial	maintenance	tests	that	could	limit	our	ability	to	take various	actions,	including	incurring	additional	debt,	guaranteeing	indebtedness	or	making	distributions	to	stockholders,	including	our	required	REIT	distributions,	and engaging	in	various	types	of	transactions,	including	mergers,	acquisitions	and	sales	of	assets.	Additionally,	our	debt	agreements	restrict	our	and	our	subsidiaries'	ability to	incur	liens	securing	our	or	their	indebtedness.	These	covenants	could	have	an	adverse	effect	on	our	business	by	limiting	our	ability	to	take	advantage	of	financing, new	tower	development,	mergers	and	acquisitions	or	other	opportunities.	Further,	reporting	and	information	covenants	in	our	credit	agreements	and	indentures	require that	we	provide	financial	and	operating	information	within	certain	time	periods.	If	we	are	unable	to	provide	the	required	information	on	a	timely	basis,	we	would	be	in breach	of	these	covenants.	For	more	information	regarding	the	covenants	and	requirements	discussed	above,	please	see	Item	7	of	this	Annual	Report	under	the	caption "Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations-Liquidity	and	Capital	Resources-Factors	Affecting	Sources	of	Liquidity"	and note	8	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

The	terms	of	our	preferred	stock	provide	that,	unless	full	cumulative	dividends	have	been	paid	or	set	aside	for	payment	on	all	outstanding	preferred	stock	for	all prior	dividend	periods,	no	dividends	may	be	declared	or	paid	on	our	common	stock.	A	failure	to	pay	dividends	on	both	our	preferred	and	our	common	stock	might jeopardize	our	qualification	for	taxation	as	a	REIT	for	federal	income	tax	purposes.	Even	if	these	limits	do	not	jeopardize	our	qualification	for	taxation	as	a	REIT,	they may	prevent	us	from	distributing	100%	of	our	REIT	taxable	income,	making	us	subject	to	federal	corporate	income	tax,	and	potentially	a	nondeductible	excise	tax,	on the	retained	amounts.

# If	we	are	unable	to	protect	our	rights	to	the	land	under	our	towers,	it	could	adversely	affect	our	business	and	operating	results.

Our	real	property	interests	relating	to	our	towers	consist	primarily	of	leasehold	and	sub-leasehold	interests,	fee	interests,	easements,	licenses	and	rights-of-way.	A loss	of	these	interests	at	a	particular	tower	site	may	interfere	with	our	ability	to	operate	that	tower	site	and	generate	revenues.	For	various	reasons,	we	may	not	always have	the	ability	to	access,	analyze	and	verify	all

information	regarding	titles	and	other	issues	prior	to	completing	an	acquisition	of	communications	sites,	which	can	affect	our	rights	to	access	and	operate	a	site.	From time	to	time	we	also	experience	disputes	with	landowners	regarding	the	terms	of	ground	agreements	for	land	under	towers,	which	can	affect	our	ability	to	access	and operate	tower	sites.	Further,	for	various	reasons,	landowners	may	not	want	to	renew	their	ground	agreements	with	us,	they	may	lose	their	rights	to	the	land,	or	they	may transfer	their	land	interests	to	third	parties,	including	ground	lease	aggregators,	which	could	affect	our	ability	to	renew	ground	agreements	on	commercially	viable	terms. A	significant	number	of	the	communications	sites	in	our	portfolio	are	located	on	land	we	lease	pursuant	to	long-term	operating	leases.	Further,	for	various	reasons,	title to	property	interests	in	some	of	the	foreign	jurisdictions	in	which	we	operate	may	not	be	as	certain	as	title	to	our	property	interests	in	the	United	States.	Our	inability	to protect	our	rights	to	the	land	under	our	towers	may	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# If	we	are	unable	or	choose	not	to	exercise	our	rights	to	purchase	towers	that	are	subject	to	lease	and	sublease	agreements	at	the	end	of	the	applicable	period,	our cash	flows	derived	from	such	towers	will	be	eliminated.

Our	communications	real	estate	portfolio	includes	towers	that	we	operate	pursuant	to	lease	and	sublease	agreements	that	include	a	purchase	option	at	the	end	of each	lease	period.	We	may	not	have	the	required	available	capital	to	exercise	our	right	to	purchase	leased	or	subleased	towers	at	the	end	of	the	applicable	period,	or	we may	choose,	for	business	or	other	reasons,	not	to	exercise	our	right	to	purchase	such	towers.	In	the	event	that	we	do	not	exercise	these	purchase	rights,	or	are	otherwise unable	to	acquire	an	interest	that	would	allow	us	to	continue	to	operate	these	towers	after	the	applicable	period,	we	will	lose	the	cash	flows	derived	from	such	towers.	In the	event	that	we	decide	to	exercise	these	purchase	rights,	the	benefits	of	acquiring	a	significant	number	of	towers	may	not	exceed	the	associated	acquisition,	compliance and	integration	costs,	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# Our	costs	could	increase	and	our	revenues	could	decrease	due	to	perceived	health	risks	from	radio	emissions,	especially	if	these	perceived	risks	are	substantiated.

Public	perception	of	possible	health	risks	associated	with	cellular	and	other	wireless	communications	technology	could	slow	the	growth	of	wireless	companies, which	could	in	turn	slow	our	growth.	In	particular,	negative	public	perception	of,	and	regulations	regarding,	these	perceived	health	risks	could	undermine	the	market acceptance	of	wireless	communications	services	and	increase	opposition	to	the	development	and	expansion	of	tower	sites.	If	a	scientific	study	or	court	decision	resulted in	a	finding	that	radio	frequency	emissions	pose	health	risks	to	consumers,	it	could	negatively	impact	our	tenants	and	the	market	for	wireless	services,	which	could materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.	We	do	not	maintain	any	significant	insurance	with	respect	to	these	matters.

# We	could	have	liability	under	environmental	and	occupational	safety	and	health	laws.

Our	operations	are	subject	to	the	requirements	of	various	federal,	state,	local	and	foreign	environmental	and	occupational	safety	and	health	laws	and	regulations, including	those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of,	and	exposure	to,	hazardous	and	non-hazardous	substances,	materials	and wastes.	As	the	owner,	lessee	or	operator	of	real	property	and	facilities,	including	generators,	we	may	be	liable	for	substantial	costs	of	investigation,	removal	or remediation	of	soil	and	groundwater	contaminated	by	hazardous	materials,	and	for	damages	and	costs	relating	to	off-site	migration	of	hazardous	materials,	without regard	to	whether	we,	as	the	owner,	lessee	or	operator,	knew	of,	or	were	responsible	for,	the	contamination.	We	may	also	be	liable	for	certain	costs	of	remediating contamination	at	third-party	sites	to	which	we	sent	waste	for	disposal,	even	if	the	original	disposal	may	have	complied	with	all	legal	requirements	at	the	time.	Many	of these	laws	and	regulations	contain	information	reporting	and	record	keeping	requirements.	We	may	not	be	at	all	times	in	compliance	with	all	environmental requirements.	We	may	be	subject	to	potentially	significant	fines	or	penalties	if	we	fail	to	comply	with	any	of	these	requirements.	The	requirements	of	these	laws	and regulations	are	complex,	change	frequently	and	could	become	more	stringent	in	the	future.	In	certain	jurisdictions	these	laws	and	regulations	could	be	applied retroactively.	It	is	possible	that	these	requirements	will	change	or	that	liabilities	will	arise	in	the	future	in	a	manner	that	could	have	a	material	adverse	effect	on	our business,	results	of	operations	or	financial	condition.	While	we	maintain	environmental	insurance,	we	may	not	have	adequate	insurance	to	cover	all	remediation	costs, fines	or	penalties.

# Our	towers,	data	centers	or	computer	systems	may	be	affected	by	natural	disasters	and	other	unforeseen	events	for	which	our	insurance	may	not	provide adequate	coverage.

Our	towers	are	subject	to	risks	associated	with	natural	disasters,	such	as	ice	and	wind	storms,	tornadoes,	floods,	hurricanes	and	earthquakes,	as	well	as	other unforeseen	events,	such	as	acts	of	terrorism.	Any	damage	or	destruction	to,	or	inability	to	access,	our	towers	or	data	centers	may	impact	our	ability	to	provide	services	to our	tenants	and	lead	to	tenant	loss,	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

As	part	of	our	normal	business	activities,	we	rely	on	information	technology	and	other	computer	resources	to	carry	out	important	operational,	reporting	and compliance	activities	and	to	maintain	our	business	records.	Our	computer	systems,	or	those	of	our	cloud	or	Internet-based	providers,	could	fail	on	their	own	accord	and are	subject	to	interruption	or	damage	from	power	outages,	computer	and	telecommunications	failures,	computer	viruses,	security	breaches	(including	through	cyber attack	and	data	theft),	usage	errors,	catastrophic	events	such	as	natural	disasters	and	other	events	beyond	our	control.	Although	we	and	our	vendors	have	disaster recovery	programs	and	security	measures	in	place,	if	our	computer	systems	and	our	backup	systems	are	compromised,	degraded,	damaged,	or	breached,	or	otherwise cease	to	function	properly,	we	could	suffer	interruptions	in	our	operations	or	unintentionally	allow	misappropriation	of	proprietary	or	confidential	information	(including information	about	our	tenants	or	landlords),	which	could	damage	our	reputation	and	require	us	to	incur	significant	costs	to	remediate	or	otherwise	resolve	these	issues.

While	we	maintain	insurance	coverage	for	natural	disasters,	business	interruption	and	cybersecurity,	we	may	not	have	adequate	insurance	to	cover	the	associated costs	of	repair	or	reconstruction	of	sites	for	a	major	future	event,	lost	revenue,	including	from	new	tenants	that	could	have	been	added	to	our	towers	but	for	the	event,	or other	costs	to	remediate	the	impact	of	a	significant	event.	Further,	we	may	be	liable	for	damage	caused	by	towers	that	collapse	for	any	number	of	reasons	including structural	deficiencies,	which	could	harm	our	reputation	and	require	us	to	incur	costs	for	which	we	may	not	have	adequate	insurance	coverage.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

None.

# ITEM	2. PROPERTIES

Details	of	each	of	our	principal	offices	as	of	December	31,	2016	are	provided	below:

(1)				The	Cary	facility	is	approximately	48,300	square	feet.	Currently,	our	offices	occupy	approximately	44,300	square	feet.	We	lease	the	remaining	space	to	an	unaffiliated	tenant.

(2)				We	lease	two	office	spaces	that	together	occupy	an	aggregate	of	approximately	12,500	square	feet.

In	addition	to	the	principal	offices	set	forth	above,	we	maintain	offices	in	the	geographic	areas	we	serve	through	which	we	operate	our	tower	leasing	and	services businesses.	We	believe	that	our	owned	and	leased	facilities	are	suitable	and	adequate	to	meet	our	anticipated	needs.

As	of	December	31,	2016,	we	owned	and	operated	a	portfolio	of	144,884	communications	sites.	See	the	table	in	Item	7	of	this	Annual	Report,	under	the	caption "Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations—Executive	Overview"	for	more	detailed	information	on	the	geographic locations	of	our	communications	sites.	In	addition,	we	own	property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators	in	the United	States,	which	are	included	in	our	U.S.	property	segment.

Our	interests	in	our	communications	sites	are	comprised	of	a	variety	of	ownership	interests,	including	leases	created	by	long-term	ground	lease	agreements, easements,	licenses	or	rights-of-way	granted	by	government	entities.

A	typical	tower	site	consists	of	a	compound	enclosing	the	tower	site,	a	tower	structure	and	one	or	more	equipment	shelters	that	house	a	variety	of	transmitting, receiving	and	switching	equipment.	In	addition,	our	international	sites	typically	include	backup	or	auxiliary	power	generators	and	batteries.	The	principal	types	of	our towers	are	guyed,	self-supporting	lattice	and	monopole,	and	rooftops	in	our	international	markets.

•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.

U.S.	Property	Segment	Encumbered	Sites.	As	of	December	31,	2016,	the	loan	underlying	the	securitization	transaction	completed	in	March	2013	(the	"2013 Securitization")	is	secured	by	mortgages,	deeds	of	trust	and	deeds	to	secure	the	loan	on	substantially	all	of	the	5,181	towers	owned	by	the	borrowers	(the	"2013	Secured Towers")	and	the	secured	revenue	notes	issued	in	a	private	transaction	completed	in	May	2015	(the	"2015	Securitization")	are	secured	by	mortgages,	deeds	of	trust	and deeds	to	secure	debt	on	substantially	all	of	the	3,596	communications	sites	owned	by	subsidiaries	of	the	issuer	(the	"2015	Secured	Sites").	264	towers	and	433	property interests	and	other	related	assets	secure	three	separate	classes	of	Secured	Cellular	Site	Revenue	Notes,	Series	2012-2	Class	A,	Series	2012-2	Class	B	and	Series	2012-2 Class	C	(the	"2012	GTP	Notes"),	issued	by	GTP	Cellular	Sites,	LLC	in	securitization	transactions	that	we	assumed	in	connection	with	our	acquisition	of	MIPT.	In addition,	1,417	property	interests	are	subject	to	mortgages	and	deeds	of	trust	to	secure	two	separate	classes	of	Secured	Cellular	Site	Revenue	Notes,	Series	2010-2,	Class C	and	Series	2010-2,	Class	F	(the	"Unison	Notes")	issued	by	Unison	Ground	Lease	Funding,	LLC	and	assumed	in	connection	with	the	acquisition	of	certain	legal entities	from	Unison	Holdings	LLC	and	Unison	Site	Management	II,	L.L.C.	(the	"Unison	Acquisition").	On	February	15,	2017,	we	repaid	all	amounts	outstanding	under the	2012	GTP	Notes	and	the	Unison	Notes	and	released	the	security	interests	on	the	encumbered	assets.

Asia	Property	Segment	Encumbered	Sites.	Certain	of	the	outstanding	indebtedness	assumed	in	the	Viom	Acquisition	is	secured	by	ATC	TIPL's	short-term	and long-term	assets,	including	an	aggregate	of	41,786	towers.

EMEA	Property	Segment	Encumbered	Sites.	Our	outstanding	indebtedness	in	South	Africa	is	secured	by	an	aggregate	of	1,899	towers.

Latin	America	Property	Segment	Encumbered	Sites.	In	Brazil,	the	debentures	issued	by	BR	Towers	S.A.	("BR	Towers")	are	secured	by	an	aggregate	of	1,912 towers	and	the	Brazil	credit	facility	is	secured	by	an	aggregate	of	145	towers.	Our	outstanding	indebtedness	in	Colombia	is	secured	by	an	aggregate	of	3,563	towers.

Ground	Leases.	Of	the	144,119	towers	in	our	portfolio	as	of	December	31,	2016,	91%	were	located	on	land	we	lease.	Typically,	we	seek	to	enter	ground	leases with	terms	of	twenty	to	twenty-five	years,	which	have	initial	terms	of	approximately	five	to	ten	years	with	one	or	more	automatic	or	exercisable	renewal	periods.	As	a result,	51%	of	the	ground	agreements	for	our	sites	have	a	final	expiration	date	of	2026	and	beyond.

Tenants.	Our	tenants	are	primarily	wireless	service	providers,	broadcasters	and	other	companies	in	a	variety	of	industries.	As	of	December	31,	2016,	our	top	four tenants	by	total	revenue	were	AT&T	(21%),	Verizon	Wireless	(15%),	Sprint	(11%)	and	T-Mobile	(9%).	In	general,	our	tenant	leases	have	an	initial	non-cancellable term	of	ten	years,	with	multiple	renewal	terms.	As	a	result,	50%	of	our	current	tenant	leases	have	a	renewal	date	of	2022	or	beyond.

# ITEM	3. LEGAL	PROCEEDINGS

We	periodically	become	involved	in	various	claims	and	lawsuits	that	are	incidental	to	our	business.	In	the	opinion	of	management,	after	consultation	with	counsel, there	are	no	matters	currently	pending	that	would,	in	the	event	of	an	adverse	outcome,	have	a	material	impact	on	our	consolidated	financial	position,	results	of	operations or	liquidity.

# ITEM	4. MINE	SAFETY	DISCLOSURES

# PART	II

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF EQUITY	SECURITIES

The	following	table	presents	reported	quarterly	high	and	low	per	share	sale	prices	of	our	common	stock	on	the	NYSE	for	the	years	2016	and	2015.

| 2016 | High | Low |
| :--- | :--- | :--- |
| Quarter\tended\tMarch\t31 | $102.93 | $83.07 |
| Quarter\tended\tJune\t30 | 113.63 | 101.87 |
| Quarter\tended\tSeptember\t30 | 118.26 | 107.57 |
| Quarter\tended\tDecember\t31 | 118.09 | 99.72 |
| 2015 | High | Low |
| Quarter\tended\tMarch\t31 | $101.88 | $93.21 |
| Quarter\tended\tJune\t30 | 98.64 | 91.99 |
| Quarter\tended\tSeptember\t30 | 101.54 | 86.83 |
| Quarter\tended\tDecember\t31 | 104.12 | 87.23 |

# Dividends

As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	have	distributed	and	expect	to	continue	to	distribute	all	or	substantially	all	of	our	REIT	taxable income	after	taking	into	consideration	our	utilization	of	net	operating	losses	("NOLs").

We	have	two	series	of	preferred	stock	outstanding,	5.25%	Mandatory	Convertible	Preferred	Stock,	Series	A	(the	"Series	A	Preferred	Stock"),	issued	in	May	2014, with	a	dividend	rate	of	5.25%,	and	the	5.50%	Mandatory	Convertible	Preferred	Stock,	Series	B	(the	"Series	B	Preferred	Stock"),	issued	in	March	2015,	with	a	dividend rate	of	5.50%.	Dividends	are	payable	quarterly	in	arrears,	subject	to	declaration	by	our	Board	of	Directors.

The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	our	Board	of	Directors	and	will	depend	upon	various	factors,	a	number	of which	may	be	beyond	our	control,	including	our	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	our	qualification	for	taxation	as	a	REIT and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing	and	future	debt	and	preferred	equity instruments,	our	ability	to	utilize	NOLs	to	offset	our	distribution	requirements,	limitations	on	our	ability	to	fund	distributions	using	cash	generated	through	our	TRSs	and other	factors	that	our	Board	of	Directors	may	deem	relevant.

We	have	distributed	an	aggregate	of	approximately	$3.2	billion	to	our	common	stockholders,	including	the	dividend	paid	in	January	2017,	primarily	subject	to taxation	as	ordinary	income.

During	the	year	ended	December	31,	2016,	we	declared	the	following	cash	distributions:

|  |  |  |  | Aggregate	Payment |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Amount\t(in\tmillions) |
| Declaration\tDate | Payment\tDate | Record\tDate | Distribution\tper\tshare | (1) |
| Common\tStock |  |  |  |  |
| March\t9,\t2016 | April\t28,\t2016 | April\t12,\t2016 | $0.51 | $216.5 |
| June\t2,\t2016 | July\t15,\t2016 | June\t17,\t2016 | 0.53 | 225.4 |
| September\t16,\t2016 | October\t17,\t2016 | September\t30,\t2016 | 0.55 | 234.1 |
| December\t14,\t2016 | January\t13,\t2017 | December\t28,\t2016 | 0.58 | 247.7 |
| Series\tA\tPreferred\tStock |  |  |  |  |
| January\t14,\t2016 | February\t16,\t2016 | February\t1,\t2016 | $1.3125 | $7.9 |
| April\t16,\t2016 | May\t16,\t2016 | May\t1,\t2016 | 1.3125 | 7.9 |
| July\t22,\t2016 | August\t15,\t2016 | August\t1,\t2016 | 1.3125 | 7.9 |
| October\t15,\t2016 | November\t15,\t2016 | November\t1,\t2016 | 1.3125 | 7.9 |
| Series\tB\tPreferred\tStock |  |  |  |  |
| January\t14,\t2016 | February\t16,\t2016 | February\t1,\t2016 | $13.75 | $18.9 |
| April\t16,\t2016 | May\t16,\t2016 | May\t1,\t2016 | 13.75 | 18.9 |
| July\t22,\t2016 | August\t15,\t2016 | August\t1,\t2016 | 13.75 | 18.9 |
| October\t15,\t2016 | November\t15,\t2016 | November\t1,\t2016 | 13.75 | 18.9 |

(1)				For	common	stock,	aggregate	payment	does	not	include	amounts	accrued	for	distributions	payable	related	to	unvested	restricted	stock	units.

| Declaration	Date | Payment	Date | Record	Date | Distribution<br>per	share | Aggregate<br>Payment		Amount<br>(in	millions)	(1) |
| :--- | :--- | :--- | :--- | :--- |
| Common\tStock |  |  |  |  |
| March\t5,\t2015 | April\t28,\t2015 | April\t10,\t2015 | $0.42 | $177.7 |
| May\t21,\t2015 | July\t16,\t2015 | June\t17,\t2015 | 0.44 | 186.2 |
| September\t10,\t2015 | October\t7,\t2015 | September\t23,\t2015 | 0.46 | 194.8 |
| December\t3,\t2015 | January\t13,\t2016 | December\t16,\t2015 | 0.49 | 207.7 |
| Series\tA\tPreferred\tStock |  |  |  |  |
| April\t14,\t2015 | May\t15,\t2015 | May\t1,\t2015 | $1.3125 | $7.9 |
| July\t15,\t2015 | August\t17,\t2015 | August\t1,\t2015 | 1.3125 | 7.9 |
| October\t20,\t2015 | November\t16,\t2015 | November\t1,\t2015 | 1.3125 | 7.9 |
| Series\tB\tPreferred\tStock |  |  |  |  |
| April\t14,\t2015 | May\t15,\t2015 | May\t1,\t2015 | $11.1528 | $15.3 |
| July\t15,\t2015 | August\t17,\t2015 | August\t1,\t2015 | 13.75 | 18.9 |
| October\t20,\t2015 | November\t16,\t2015 | November\t1,\t2015 | 13.75 | 18.9 |

# Performance	Graph

This	performance	graph	is	furnished	and	shall	not	be	deemed	''filed''	with	the	SEC	or	subject	to	Section	18	of	the	Exchange	Act,	nor	shall	it	be	deemed incorporated	by	reference	in	any	of	our	filings	under	the	Securities	Act	of	1933,	as	amended.

The	following	graph	compares	the	cumulative	total	stockholder	return	on	our	common	stock	with	the	cumulative	total	return	of	the	S&P	500	Index,	the	Dow	Jones U.S.	Telecommunications	Equipment	Index	and	the	FTSE	NAREIT	All	Equity	REITs	Index.	The	performance	graph	assumes	that	on	December	31,	2011,	$100	was invested	in	each	of	our	common	stock,	the	S&P	500	Index,	the	Dow	Jones	U.S.	Telecommunications	Equipment	Index	and	the	FTSE	NAREIT	All	Equity	REITs	Index.

The	cumulative	return	shown	in	the	graph	assumes	reinvestment	of	all	dividends.	The	performance	of	our	common	stock	reflected	below	is	not	necessarily	indicative	of future	performance.

# a2016performancegraph.jpg

|  | 12/11 | 12/12 | 12/13 | 12/14 | 12/15 | 12/16 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| American\tTower\tCorporation | $100.00 | $130.43 | $136.68 | $171.89 | $171.88 | $191.16 |
| S&amp;P\t500\tIndex | 100.00 | 116.00 | 153.58 | 174.60 | 177.01 | 198.18 |
| Dow\tJones\tU.S.\tTelecommunications\tEquipment\tIndex | 100.00 | 109.75 | 133.28 | 153.54 | 136.95 | 163.17 |
| FTSE\tNAREIT\tAll\tEquity\tREITs\tIndex | 100.00 | 119.70 | 123.12 | 157.63 | 162.08 | 176.07 |

# ITEM	6. SELECTED	FINANCIAL	DATA

The	selected	financial	data	should	be	read	in	conjunction	with	our	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations," and	our	audited	consolidated	financial	statements	and	the	related	notes	to	those	consolidated	financial	statements	included	in	this	Annual	Report.

Year-over-year	comparisons	are	significantly	affected	by	our	acquisitions,	dispositions	and	construction	of	towers.	Our	acquisition	of	MIPT,	our	transaction	with Verizon	Communications	Inc.	("Verizon"	and	the	transaction,	the	"Verizon	Transaction")	and	the	Viom	Acquisition,	which	closed	in	October	2013,	March	2015	and April	2016,	respectively,	significantly	impact	the	comparability	of	reported	results	between	periods.	Our	principal	acquisitions	are	described	in	note	6	to	our consolidated	financial	statements	included	in	this	Annual	Report.

|  |  |  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | 2013 | 2012 |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| 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\toperating\trevenues | 5,785,668 | 4,771,516 | 4,100,048 | 3,361,407 | 2,875,960 |
| Operating\texpenses: |  |  |  |  |  |
| Cost\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| 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,\tamortization\tand\taccretion | 1,525,635 | 1,285,328 | 1,003,802 | 800,145 | 644,276 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | 543,395 | 497,835 | 446,542 | 415,545 | 327,301 |
| Other\toperating\texpenses | 73,220 | 66,696 | 68,517 | 71,539 | 62,185 |
| Total\toperating\texpenses | 3,932,639 | 3,158,727 | 2,613,126 | 2,147,102 | 1,756,241 |
| Operating\tincome | 1,853,029 | 1,612,789 | 1,486,922 | 1,214,305 | 1,119,719 |
| Interest\tincome,\tTV\tAzteca,\tnet | 10,960 | 11,209 | 10,547 | 22,235 | 14,258 |
| Interest\tincome | 25,618 | 16,479 | 14,002 | 9,706 | 7,680 |
| Interest\texpense | (717,125) | (595,949) | (580,234) | (458,296) | (401,665) |
| Gain\t(loss)\ton\tretirement\tof\tlong-term\tobligations | 1,168 | (79,606) | (3,473) | (38,701) | (398) |
| Other\texpense\t(1) | (47,790) | (134,960) | (62,060) | (207,500) | (38,300) |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\non\tequity\tmethod\tinvestments | 1,125,860 | 829,962 | 865,704 | 541,749 | 701,294 |
| Income\ttax\tprovision | (155,501) | (157,955) | (62,505) | (59,541) | (107,304) |
| Income\ton\tequity\tmethod\tinvestments | — | — | — | — | 35 |
| Net\tincome | 970,359 | 672,007 | 803,199 | 482,208 | 594,025 |
| Net\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (13,934) | 13,067 | 21,711 | 69,125 | 43,258 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\nstockholders | 956,425 | 685,074 | 824,910 | 551,333 | 637,283 |
| Dividends\ton\tpreferred\tstock | (107,125) | (90,163) | (23,888) | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\nstockholders | $849,300 | $594,911 | $801,022 | $551,333 | $637,283 |
| Net\tincome\tper\tcommon\tshare\tamounts: |  |  |  |  |  |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\ncommon\tstockholders | $2.00 | $1.42 | $2.02 | $1.40 | $1.61 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\nCorporation\tcommon\tstockholders | $1.98 | $1.41 | $2.00 | $1.38 | $1.60 |
| Weighted\taverage\tcommon\tshares\toutstanding: |  |  |  |  |  |
| Basic | 425,143 | 418,907 | 395,958 | 395,040 | 394,772 |
| Diluted | 429,283 | 423,015 | 400,086 | 399,146 | 399,287 |
| Distribution\tdeclared\tper\tcommon\tshare | $2.17 | $1.81 | $1.40 | $1.10 | $0.90 |
| Distribution\tdeclared\tper\tpreferred\tshare,\tSeries\tA | $5.25 | $3.94 | $3.98 | $— | $— |
| Distribution\tdeclared\tper\tpreferred\tshare,\tSeries\tB | $55.00 | $38.65 | $— | $— | $— |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges\t(2) | 2.11x | 1.99x | 2.11x | 1.89x | 2.32x |
| Ratio\tof\tearnings\tto\tcombined\tfixed\tcharges\tand\tpreferred\tstock\ndividends\t(2) | 1.91x | 1.80x | 2.05x | 1.89x | 2.32x |

|  | 2016 | 2015 | 2014	(3) | 2013	(3) | 2012	(3) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData:\t(4) |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash)\t(5) | $936,442 | $462,879 | $473,698 | $446,492 | $437,934 |
| Property\tand\tequipment,\tnet | 10,517,258 | 9,866,424 | 7,590,112 | 7,177,728 | 5,765,856 |
| Total\tassets | 30,879,150 | 26,904,272 | 21,263,565 | 20,213,937 | 14,045,810 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | 18,533,465 | 17,119,009 | 14,540,341 | 14,408,550 | 8,709,757 |
| Redeemable\tnoncontrolling\tinterest | 1,091,220 | — | — | — | — |
| Total\tAmerican\tTower\tCorporation\tequity | 6,763,895 | 6,651,679 | 3,953,560 | 3,534,165 | 3,573,101 |

(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.

# ITEM	7. MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

The	discussion	and	analysis	of	our	financial	condition	and	results	of	operations	that	follow	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	our	financial	statements	requires	us	to	make	estimates	and	assumptions	that	affect	the	reported	amounts	of	assets and	liabilities,	revenues	and	expenses	and	the	related	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	our	financial	statements.	Actual	results	may	differ	from these	estimates	and	such	differences	could	be	material	to	the	financial	statements.	This	discussion	should	be	read	in	conjunction	with	our	consolidated	financial statements	included	in	this	Annual	Report	and	the	accompanying	notes,	and	the	information	set	forth	under	the	caption	"Critical	Accounting	Policies	and	Estimates" below.

We	report	our	results	in	five	segments:	U.S.	property,	Asia	property,	EMEA	property,	Latin	America	property	and	Services.	In	evaluating	financial	performance	in each	business	segment,	management	uses,	among	other	factors,	segment	gross	margin	and	segment	operating	profit	(see	note	20	to	our	consolidated	financial	statements included	in	this	Annual	Report).

# Executive	Overview

We	are	one	of	the	largest	global	REITs	and	a	leading	independent	owner,	operator	and	developer	of	multitenant	communications	real	estate.	Our	primary	business is	the	leasing	of	space	on	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	providers,	government	agencies and	municipalities	and	tenants	in	a	number	of	other	industries.	In	addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites	for	property owners	under	various	contractual	arrangements.	We	also	hold	other	telecommunications	infrastructure	and	property	interests	that	we	lease	to	communications	service providers	and	third-party	tower	operators.	We	refer	to	this	business	as	our	property	operations,	which	accounted	for	99%	of	our	total	revenues	for	the	year	ended December	31,	2016	and	includes	our	U.S.	property	segment,	Asia	property	segment,	EMEA	property	segment	and	Latin	America	property	segment.

We	also	offer	tower-related	services,	including	site	acquisition,	zoning	and	permitting	and	structural	analysis	services,	which	primarily	support	our	site	leasing business,	including	the	addition	of	new	tenants	and	equipment	on	our	sites.

The	following	table	details	the	number	of	communications	sites,	excluding	managed	sites,	we	owned	or	operated	as	of	December	31,	2016:

|  | Number	of<br>Owned	Towers | Number	of<br>Operated<br>Towers	(1) | Number	of<br>Owned	DAS	Sites |
| :--- | :--- | :--- | :--- |
| Domestic: |  |  |  |
| United\tStates | 23,385 | 16,685 | 344 |
| Asia: |  |  |  |
| India | 57,687 | — | 258 |
| EMEA: |  |  |  |
| Germany | 2,201 | — | — |
| Ghana | 2,145 | — | 18 |
| Nigeria | 4,742 | — | — |
| South\tAfrica | 2,362 | — | — |
| Uganda | 1,393 | — | — |
| EMEA\ttotal | 12,843 | — | 18 |
| Latin\tAmerica\t(2): |  |  |  |
| Brazil | 16,279 | 2,268 | 67 |
| Chile | 1,253 | — | 8 |
| Colombia | 3,067 | 706 | 1 |
| Costa\tRica | 486 | — | 1 |
| Mexico | 8,616 | 199 | 68 |
| Peru | 645 | — | — |
| Latin\tAmerica\ttotal | 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.

In	general,	our	tenant	leases	with	wireless	carriers	have	an	initial	non-cancellable	term	of	at	least	ten	years,	with	multiple	renewal	terms.	Accordingly,	nearly	all	of the	revenue	generated	by	our	property	operations	during	the	year	ended	December	31,	2016	was	recurring	revenue	that	we	should	continue	to	receive	in	future	periods. 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.	Most	of	our	tenant	leases	have	provisions	that	periodically	increase	the	rent	due under	the	lease,	typically	annually	based	on	a	fixed	escalation	(averaging	approximately	3%	in	the	United	States)	or	an	inflationary	index	in	our	international	markets,	or a	combination	of	both.	In	addition,	certain	of	our	tenant	leases	provide	for	additional	revenue	to	cover	costs,	such	as	ground	rent	or	power	and	fuel	costs.

The	revenues	generated	by	our	property	operations	may	be	affected	by	cancellations	of	existing	tenant	leases.	As	discussed	above,	most	of	our	tenant	leases	with wireless	carriers	and	broadcasters	are	multiyear	contracts,	which	typically	are	non-cancellable;	however,	in	some	instances,	a	lease	may	be	cancelled	upon	the	payment of	a	termination	fee.

Revenue	lost	from	either	cancellations	of	leases	at	the	end	of	their	terms	or	rent	negotiations	historically	has	not	had	a	material	adverse	effect	on	the	revenues generated	by	our	property	operations.	During	the	year	ended	December	31,	2016,	loss	of	revenue	from	tenant	lease	cancellations	or	renegotiations	represented	less	than 2%	of	our	property	operations	revenues.

Property	Operations	Revenue	Growth.	Due	to	our	diversified	communications	site	portfolio,	our	tenant	lease	rates	vary	considerably	depending	upon	numerous factors,	including,	but	not	limited	to,	amount,	type	and	position	of	tenant	equipment	on	the	tower,	remaining	tower	capacity	and	tower	location.	We	measure	the remaining	tower	capacity	by	assessing	several	factors,	including	tower	height,	tower	type,	environmental	conditions,	existing	equipment	on	the	tower	and	zoning	and permitting	regulations	in	effect	in	the	jurisdiction	where	the	tower	is	located.	In	many	instances,	tower	capacity	can	be	increased	with	relatively	modest	tower augmentation	expenditures.

The	primary	factors	affecting	the	revenue	growth	in	our	property	segments	are:

# •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;

•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.

We	continue	to	believe	that	our	site	leasing	revenue	is	likely	to	increase	due	to	the	growing	use	of	wireless	services	and	our	ability	to	meet	the	corresponding incremental	demand	for	our	wireless	real	estate.	By	adding	new	tenants	and	new	equipment	for	existing	tenants	on	our	sites,	we	are	able	to	increase	these	sites' utilization	and	profitability.	We	believe	the	majority	of	our	site	leasing	activity	will	continue	to	come	from	wireless	service	providers.	Our	site	portfolio	and	our established	tenant	base	provide	us	with	new	business	opportunities,	which	have	historically	resulted	in	consistent	and	predictable	organic	revenue	growth	as	wireless carriers	seek	to	increase	the	coverage	and	capacity	of	their	existing	networks,	while	also	deploying	next	generation	wireless	technologies.	In	addition,	we	intend	to continue	to	supplement	our	organic	growth	by	selectively	developing	or	acquiring	new	sites	in	our	existing	and	new	markets	where	we	can	achieve	our	risk-adjusted return	on	investment	objectives.	In	our	international	markets,	certain	pass-through	revenue	amounts	may	fluctuate	with	changing	power	and	fuel	costs.

Property	Operations	Organic	Revenue	Growth.	Consistent	with	our	strategy	to	increase	the	utilization	and	return	on	investment	of	our	sites,	our	objective	is	to	add new	tenants	and	new	equipment	for	existing	tenants	through	colocation	and	lease	amendments.	Our	ability	to	lease	additional	space	on	our	sites	is	primarily	a	function	of the	rate	at	which	wireless	carriers	deploy	capital	to	improve	and	expand	their	wireless	networks.	This	rate,	in	turn,	is	influenced	by	the	growth	of	wireless	services,	the penetration	of	advanced	wireless	devices,	the	financial	performance	of	our	tenants	and	their	access	to	capital	and	general	economic	conditions.

Based	on	industry	research	and	projections,	we	expect	that	a	number	of	key	industry	trends	will	result	in	incremental	revenue	opportunities	for	us:

•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.

As	part	of	our	international	expansion	initiatives,	we	have	targeted	markets	in	various	stages	of	network	development	to	diversify	our	international	exposure	and position	us	to	benefit	from	a	number	of	different	wireless	technology	deployments	over	the	long	term.	In	addition,	we	have	focused	on	building	relationships	with	large multinational	carriers	such	as	Airtel,	Telefónica	S.A.	and	Vodafone	Group	PLC.	We	believe	that	consistent	carrier	investments	in	their	networks	across	our	international markets	position	us	to	generate	meaningful	organic	revenue	growth	going	forward.

In	emerging	markets,	such	as	Ghana,	India,	Nigeria	and	Uganda,	wireless	networks	tend	to	be	significantly	less	advanced	than	those	in	the	United	States,	and initial	voice	networks	continue	to	be	deployed	in	underdeveloped	areas.	A	majority	of	consumers	in	these	markets	still	utilize	basic	wireless	services,	predominantly	on feature	phones,	while	advanced	device	penetration	remains	low.	In	more	developed	urban	locations	within	these	markets,	early-stage	data	network	deployments	are underway.	Carriers	are	focused	on	completing	voice	network	build-outs	while	also	investing	in	initial	data	networks	as	wireless	data	usage	and	smartphone	penetration within	their	customer	bases	begin	to	accelerate.

In	markets	with	rapidly	evolving	network	technology,	such	as	South	Africa	and	most	of	the	countries	in	Latin	America	where	we	do	business,	initial	voice networks,	for	the	most	part,	have	already	been	built	out,	and	carriers	are	focused	on	3G	and	4G	network	build	outs.	Consumers	in	these	regions	are	increasingly	adopting smartphones	and	other	advanced	devices,	and,	as	a	result,	the	usage	of	bandwidth-intensive	mobile	applications	is	growing	materially.	Recent	spectrum	auctions	in	these rapidly	evolving	markets	have	allowed	incumbent	carriers	to	accelerate	their	data	network	deployments	and	have	also	enabled	new	entrants	to	begin	initial	investments in	data	networks.	Smartphone	penetration	and	wireless	data	usage	in	these	markets	are	growing	rapidly,	which	typically	requires	that	carriers	continue	to	invest	in	their networks	in	order	to	maintain	and	augment	their	quality	of	service.

Finally,	in	markets	with	more	mature	network	technology,	such	as	Germany	and	France,	carriers	are	focused	on	deploying	4G	data	networks	to	account	for	rapidly increasing	wireless	data	usage	among	their	customer	base.	With	higher	smartphone	and	advanced	device	penetration	and	significantly	higher	per	capita	data	usage, carrier	investment	in	networks	is	focused	on	4G	coverage	and	capacity.

We	believe	that	the	network	technology	migration	we	have	seen	in	the	United	States,	which	has	led	to	significantly	denser	networks	and	meaningful	new	business commencements	for	us	over	a	number	of	years,	will	ultimately	be	replicated	in	our	less	advanced	international	markets.	As	a	result,	we	expect	to	be	able	to	leverage	our extensive	international	portfolio	of	approximately	104,470	communications	sites	and	the	relationships	we	have	built	with	our	carrier	customers	to	drive	sustainable, long-term	growth.

We	have	master	lease	agreements	with	certain	of	our	tenants	that	provide	for	consistent,	long-term	revenue	and	reduce	the	likelihood	of	churn.	Our	master	lease agreements	build	and	augment	strong	strategic	partnerships	with	our	tenants	and	have	significantly	reduced	colocation	cycle	times,	thereby	providing	our	tenants	with the	ability	to	rapidly	and	efficiently	deploy	equipment	on	our	sites.

Property	Operations	New	Site	Revenue	Growth.	During	the	year	ended	December	31,	2016,	we	grew	our	portfolio	of	communications	real	estate	through	the acquisition	and	construction	of	approximately	45,310	sites.	In	a	majority	of	our	Asia,	EMEA	and	Latin	America	markets,	the	revenue	generated	from	newly	acquired	or constructed	sites	resulted	in	increases	in	both	tenant	and	pass-through	revenues	(such	as	ground	rent	or	power	and	fuel	costs)	and	expenses.	We	continue	to	evaluate opportunities	to	acquire	communications	real	estate	portfolios,	both	domestically	and	internationally,	to	determine	whether	they	meet	our	risk-adjusted	hurdle	rates	and whether	we	believe	we	can	effectively	integrate	them	into	our	existing	portfolio.

| 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\tAmerica | 715 | 6,535 | 5,800 |

Property	Operations	Expenses.	Direct	operating	expenses	incurred	by	our	property	segments	include	direct	site	level	expenses	and	consist	primarily	of	ground rent	and	power	and	fuel	costs,	some	or	all	of	which	may	be	passed	through	to	our	tenants,	as	well	as	property	taxes,	repairs	and	maintenance.	These	segment	direct operating	expenses	exclude	all	segment	and	corporate	selling,	general,	administrative	and	development	expenses,	which	are	aggregated	into	one	line	item	entitled Selling,	general,	administrative	and	development	expense	in	our	consolidated	statements	of	operations.	In	general,	our	property	segments'	selling,	general, administrative	and	development	expenses	do	not	significantly	increase	as	a	result	of	adding	incremental	tenants	to	our	sites	and	typically	increase	only	modestly	year- over-year.	As	a	result,	leasing	additional	space	to	new	tenants	on	our	sites	provides	significant	incremental	cash	flow.	We	may,	however,	incur	additional	segment selling,	general,	administrative	and	development	expenses	as	we	increase	our	presence	in	our	existing	markets	or	expand	into	new	markets.	Our	profit	margin	growth	is therefore	positively	impacted	by	the	addition	of	new	tenants	to	our	sites	but	can	be	temporarily	diluted	by	our	development	activities.

Services	Segment	Revenue	Growth.	As	we	continue	to	focus	on	growing	our	property	operations,	we	anticipate	that	our	services	revenue	will	continue	to	represent a	small	percentage	of	our	total	revenues.

# Non-GAAP	Financial	Measures

Included	in	our	analysis	of	our	results	of	operations	are	discussions	regarding	earnings	before	interest,	taxes,	depreciation,	amortization	and	accretion,	as	adjusted ("Adjusted	EBITDA"),	Funds	From	Operations,	as	defined	by	the	National	Association	of	Real	Estate	Investment	Trusts	("NAREIT	FFO")	attributable	to	American Tower	Corporation	common	stockholders,	Consolidated	Adjusted	Funds	From	Operations	("Consolidated	AFFO")	and	AFFO	attributable	to	American	Tower Corporation	common	stockholders.

We	define	Adjusted	EBITDA	as	Net	income	before	Income	(loss)	from	equity	method	investments;	Income	tax	benefit	(provision);	Other	income	(expense);	Gain (loss)	on	retirement	of	long-term	obligations;	Interest	expense;	Interest	income;	Other	operating	income	(expense);	Depreciation,	amortization	and	accretion;	and	stock- based	compensation	expense.

NAREIT	FFO	attributable	to	American	Tower	Corporation	common	stockholders	is	defined	as	net	income	before	gains	or	losses	from	the	sale	or	disposal	of	real estate,	real	estate	related	impairment	charges,	real	estate	related	depreciation,	amortization	and	accretion	and	dividends	on	preferred	stock,	and	including	adjustments	for (i)	unconsolidated	affiliates	and	(ii)	noncontrolling	interest.	In	this	section,	we	refer	to	NAREIT	FFO	attributable	to	American	Tower	Corporation	common	stockholders as	"NAREIT	FFO	(common	stockholders)."

We	define	Consolidated	AFFO	as	NAREIT	FFO	(common	stockholders)	before	(i)	straight-line	revenue	and	expense;	(ii)	stock-based	compensation	expense; (iii)	the	deferred	portion	of	income	tax;	(iv)	non-real	estate	related	depreciation,	amortization	and	accretion;	(v)	amortization	of	deferred	financing	costs,	capitalized interest,	debt	discounts	and	premiums	and	long-term	deferred	interest	charges;	(vi)	other	income	(expense);	(vii)	gain	(loss)	on	retirement	of	long-term	obligations; (viii)	other	operating	income	(expense);	and	adjustments	for	(ix)	unconsolidated	affiliates	and	(x)	noncontrolling	interests,	less	cash	payments	related	to	capital improvements	and	cash	payments	related	to	corporate	capital	expenditures.

We	define	AFFO	attributable	to	American	Tower	Corporation	common	stockholders	for	the	year	ended	December	31,	2016	as	Consolidated	AFFO,	excluding	the impact	of	noncontrolling	interests	on	both	NAREIT	FFO	(common	stockholders)	as	well	as	the	other	adjustments	included	in	the	calculation	of	Consolidated	AFFO.	In this	section,	we	refer	to	AFFO	attributable	to	American	Tower	Corporation	common	stockholders	as	"AFFO	(common	stockholders)."

Adjusted	EBITDA,	NAREIT	FFO	(common	stockholders),	Consolidated	AFFO	and	AFFO	(common	stockholders)	are	not	intended	to	replace	net	income	or	any other	performance	measures	determined	in	accordance	with	GAAP.	None	of	Adjusted	EBITDA,	NAREIT	FFO	(common	stockholders),	Consolidated	AFFO	or	AFFO (common	stockholders)	represent	cash	flows	from	operating	activities	in	accordance	with	GAAP	and,	therefore,	these	measures	should	not	be	considered	indicative	of cash	flows	from	operating	activities,	as	a	measure	of	liquidity	or	a	measure	of	funds	available	to	fund	our	cash	needs,	including	our	ability	to	make	cash	distributions. Rather,	Adjusted	EBITDA,	NAREIT	FFO	(common	stockholders),	Consolidated	AFFO	and	AFFO	(common	stockholders)	are	presented	as	we	believe	each	is	a	useful indicator	of	our	current	operating	performance.	We	believe	that	these	metrics	are	useful	to	an	investor	in	evaluating	our	operating	performance	because	(1)	each	is	a	key measure	used	by	our	management	team	for	decision	making	purposes	and	for	evaluating	our	operating	segments'	performance;	(2)	Adjusted	EBITDA	is	a	component underlying	our	credit	ratings;	(3)	Adjusted	EBITDA	is	widely	used	in	the	telecommunications	real	estate	sector	to	measure	operating	performance	as	depreciation, amortization	and	accretion	may	vary	significantly	among	companies	depending	upon	accounting	methods	and	useful	lives,	particularly	where	acquisitions	and	non- operating	factors	are	involved;	(4)	Consolidated	AFFO	is	widely	used	in	the	telecommunications	real	estate	sector	to	adjust	NAREIT	FFO	(common	stockholders)	for items	that	may	otherwise	cause	material	fluctuations	in	NAREIT	FFO	(common	stockholders)	growth	from	period	to	period	that	would	not	be	representative	of	the underlying	performance	of	property	assets	in	those	periods;	(5)	each	provides	investors	with	a	meaningful	measure	for	evaluating	our	period-to-period	operating performance	by	eliminating	items	that	are	not	operational	in	nature;	and	(6)	each	provides	investors	with	a	measure	for	comparing	our	results	of	operations	to	those	of other	companies,	particularly	those	in	our	industry.

Our	measurement	of	Adjusted	EBITDA,	NAREIT	FFO	(common	stockholders),	Consolidated	AFFO	and	AFFO	(common	stockholders)	may	not,	however,	be fully	comparable	to	similarly	titled	measures	used	by	other	companies.	Reconciliations	of	Adjusted	EBITDA,	NAREIT	FFO	(common	stockholders),	Consolidated AFFO	and	AFFO	(common	stockholders)	to	net	income,	the	most	directly	comparable	GAAP	measure,	have	been	included	below.

# Results	of	Operations

# (in	thousands,	except	percentages)

|  | 2016 | Year	Ended	December	31,<br>2015 | 2014 | Percent	Change<br>2016	vs	2015 | Percent	Change	2015<br>vs	2014 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Property |  |  |  |  |  |
| U.S. | $3,370,033 | $3,157,501 | $2,639,790 | 7\t% | 20\t% |
| Asia | 827,627 | 242,223 | 219,566 | 242 | 10 |
| EMEA | 529,531 | 395,092 | 315,053 | 34 | 25 |
| Latin\tAmerica | 985,935 | 885,572 | 832,445 | 11 | 6 |
| Total\tproperty | 5,713,126 | 4,680,388 | 4,006,854 | 22 | 17 |
| Services | 72,542 | 91,128 | 93,194 | (20) | (2) |
| Total\trevenues | $5,785,668 | $4,771,516 | $4,100,048 | 21\t% | 16\t% |

U.S.	property	segment	revenue	growth	of	$212.5	million,	or	7%,	was	attributable	to:

•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;

•$2.9	million	from	other	tenant

billings.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$44.6	million,	primarily	due	to	the	impact	of	straight-line	accounting.

Asia	property	segment	revenue	growth	of	$585.4	million,	or	242%,	was	attributable	to:

•$341.2	million	generated	from	newly	acquired	sites,	primarily	due	to	the	Viom Acquisition;

•$8.6	million	generated	from	newly	constructed

•Partially	offset

▪A	decrease	of	$2.2	million	from	churn	in	excess	of	contractual

escalations;

▪A	decrease	of	$0.9	million	from	other	tenant

•Pass-through	revenue	growth	of	$243.6	million,	primarily	due	to	the	Viom	Acquisition;

•	$6.3	million	of	other	revenue	growth,	primarily	due	to	the	impact	of	straight-line	accounting.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$33.4	million	attributable	to	the	negative	impact	of	foreign	currency	translation	related	to	fluctuations	in Indian	Rupee	("INR").

EMEA	property	segment	revenue	growth	of	$134.4	million,	or	34%,	was	attributable	to:

•$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

•$1.8	million	from	other	tenant	billings;

•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.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$50.7	million	attributable	to	the	negative	impact	of	foreign	currency	translation,	which	included,	among others,	$29.0	million	related	to	fluctuations	in	Nigerian	Naira	("NGN"),	$12.1	million	related	to	fluctuations	in	South	African	Rand	("ZAR")	and	$5.5	million	related to	fluctuations	in	Ghanaian	Cedi	("GHS").

Latin	America	property	segment	revenue	growth	of	$100.4	million,	or	11%,	was	attributable	to:

•$49.5	million	generated	from	newly	acquired	or	constructed

•Pass-through	revenue	growth	of	$60.6	million;

•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.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$97.2	million	attributable	to	the	negative	impact	of	foreign	currency	translation,	which	included,	among others,	$57.5	million	related	to	fluctuations	in	Mexican	Pesos	("MXN"),	$28.2	million	related	to	fluctuations	in	Brazilian	Reais	("BRL")	and	$9.4	million	related	to fluctuations	in	Colombian	Peso	("COP").

The	decrease	in	services	segment	revenue	of	$18.6	million,	or	20%,	was	primarily	attributable	to	a	decrease	in	zoning,	permitting	and	site	acquisition	projects.

U.S.	property	segment	revenue	growth	of	$517.7	million,	or	20%,	was	attributable	to:

•$296.5	million	generated	from	newly	acquired	sites,	primarily	due	to	the	Verizon Transaction;

•$19.0	million	from	contractual	escalations,	net	of

•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.

Asia	property	segment	revenue	growth	of	$22.7	million,	or	10%,	was	attributable	to:

•Tenant	billings	growth	of	$25.7	million,	which	was	driven

▪A	decrease	of	$2.8	million	from	churn	in	excess	of	contractual escalations;

•Pass-through	revenue	growth	of	$9.2	million;	and

•	$0.2	million	of	other	revenue	growth,	primarily	due	to	the	impact	of	straight-line	accounting.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$12.4	million	attributable	to	the	negative	impact	of	foreign	currency	translation	related	to	fluctuations	in INR.

EMEA	property	segment	revenue	growth	of	$80.0	million,	or	25%,	was	attributable	to:

•$80.5	million	generated	from	newly	acquired	or	constructed

•Partially	offset	by	a	decrease	of	$4.4	million,	primarily	due	to	the	$3.4	million	impact	of	straight-line accounting.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$62.3	million	attributable	to	the	negative	impact	of	foreign	currency	translation,	which	included	$24.5 million	related	to	fluctuations	in	GHS,	$13.8	million	related	to	fluctuations	in	ZAR,	$13.1	million	related	to	fluctuations	in	Ugandan	Shilling	("UGX")	and	$10.9 million	related	to	fluctuations	in	Euro.

Latin	America	property	segment	revenue	growth	of	$53.1	million,	or	6%,	was	attributable	to:

•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;

•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.

Segment	revenue	growth	was	partially	offset	by	a	decrease	of	$267.8	million	attributable	to	the	negative	impact	of	foreign	currency	translation,	which	included,	among others,	$168.3	million	related	to	fluctuations	in	BRL,	$63.9	million	related	to	fluctuations	in	MXN	and	$28.5	million	related	to	fluctuations	in	COP.

The	decrease	in	services	segment	revenue	of	$2.1	million,	or	2%,	was	primarily	attributable	to	a	decrease	in	structural	engineering	services.

# Gross	Margin

|  | 2016 | Year	Ended	December	31,<br>2015 | 2014 | Percent	Change	2016<br>vs	2015 | Percent	Change	2015<br>vs	2014 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Property |  |  |  |  |  |
| U.S. | $2,636,630 | $2,479,002 | $2,124,048 | 6\t% | 17% |
| Asia | 361,689 | 115,349 | 97,769 | 214 | 18 |
| EMEA | 305,815 | 231,272 | 188,339 | 32 | 23 |
| Latin\tAmerica | 659,008 | 592,152 | 552,465 | 11 | 7 |
| Total\tproperty | 3,963,142 | 3,417,775 | 2,962,621 | 16 | 15 |
| Services | 45,535 | 58,135 | 55,546 | (22)% | 5% |

# Year	ended	December	31,	2016	-	Gross	Margin

•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	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.

# Selling,	General,	Administrative	and	Development	Expense	("SG&A")

|  | 2016 | Year	Ended	December	31,<br>2015 | 2014 | Percent	Change<br>2016	vs	2015 | Percent	Change<br>2015	vs	2014 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Property |  |  |  |  |  |
| U.S. | $147,559 | $138,617 | $124,944 | 6\t% | 11\t% |
| Asia | 48,238 | 22,771 | 19,632 | 112 | 16 |
| EMEA | 60,903 | 48,672 | 39,553 | 25 | 23 |
| Latin\tAmerica | 60,690 | 62,111 | 66,890 | (2) | (7) |
| Total\tproperty | 317,390 | 272,171 | 251,019 | 17 | 8 |
| Services | 12,510 | 15,724 | 12,469 | (20) | 26 |
| Other\t(1) | 213,495 | 209,940 | 183,054 | 2 | 15 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment |  |  |  |  |  |
| expense | $543,395 | $497,835 | $446,542 | 9\t% | 11\t% |

(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.

# Operating	Profit

|  | 2016 | Year	Ended	December	31,<br>2015 | 2014 | Percent	Change	2016<br>vs	2015 | Percent	Change	2015<br>vs	2014 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Property |  |  |  |  |  |
| U.S. | $2,489,071 | $2,340,385 | $1,999,104 | 6\t% | 17\t% |
| Asia | 313,451 | 92,578 | 78,137 | 239 | 18 |
| EMEA | 244,912 | 182,600 | 148,786 | 34 | 23 |
| Latin\tAmerica | 598,318 | 530,041 | 485,575 | 13 | 9 |
| Total\tproperty | 3,645,752 | 3,145,604 | 2,711,602 | 16 | 16 |
| Services | 33,025 | 42,411 | 43,077 | (22)% | (2)% |

# Year	Ended	December	31,	2016	-	Operating	Profit

The	growth	in	operating	profit	for	each	of	our	property	segments	was	primarily	attributable	to	an	increase	in	our	segment	gross	margin.	The	increases	in	our	U.S., Asia	and	EMEA	property	segments	were	partially	offset	by	increases	in	our	segment	SG&A.	The	growth	in	operating	profit	in	our	Latin	America	property	segment	was also	attributable	to	a	slight	decrease	in	our	segment	SG&A.

The	decrease	in	operating	profit	for	our	services	segment	was	primarily	attributable	to	a	decrease	in	our	segment	gross	margin,	partially	offset	by	a	decrease	in	our segment	SG&A.

The	growth	in	operating	profit	for	each	of	our	U.S.,	Asia	and	EMEA	property	segments	was	primarily	attributable	to	an	increase	in	our	segment	gross	margin, partially	offset	by	an	increase	in	our	segment	SG&A.

The	growth	in	operating	profit	in	our	Latin	America	property	segment	was	primarily	attributable	to	an	increase	in	our	segment	gross	margin	and	a	decrease	in	our segment	SG&A.

The	decrease	in	services	segment	operating	profit	was	primarily	attributable	to	an	increase	in	our	services	segment	SG&A	and	was	partially	offset	by	an	increase in	our	segment	gross	margin.

# Depreciation,	Amortization	and	Accretion

|  |  | Year	Ended	December	31, |  | Percent	Change	2016 | Percent	Change	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | vs\t2015 | vs\t2014 |
| Depreciation,\tamortization\tand\taccretion | $1,525,635 | $1,285,328 | $1,003,802 | 19% | 28% |

The	increases	in	depreciation,	amortization	and	accretion	expense	were	primarily	attributable	to	costs	associated	with	the	acquisition,	lease	or	construction	of	new sites	since	the	beginning	of	the	prior-year	period,	which	resulted	in	an	increase	in	property	and	equipment	and	intangible	assets	subject	to	amortization.

# Other	Operating	Expenses

|  |  | Year	Ended	December	31, |  | Percent	Change	2016 | Percent	Change	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | vs\t2015 | vs\t2014 |
| Other\toperating\texpenses | $73,220 | $66,696 | $68,517 | 10% | (3)% |

The	increase	in	other	operating	expenses	for	the	year	ended	December	31,	2016	was	primarily	attributable	to	an	increase	of	$23.8	million	in	losses	on	sales	or disposals	of	assets	and	impairments,	partially	offset	by	a	decrease	of	$17.3	million	in	integration,	acquisition	and	merger	related	expenses.

The	decrease	in	other	operating	expenses	for	the	year	ended	December	31,	2015	was	primarily	attributable	to	a	net	decrease	of	$3.1	million	in	integration, acquisition	and	merger	related	expenses,	partially	offset	by	an	increase	of	$1.3	million	in	losses	on	sales	or	disposals	of	assets	and	impairments.

# Total	Other	Expense

|  |  | Year	Ended	December	31, |  | Percent	Change	2016 | Percent	Change	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | vs\t2015 | vs\t2014 |
| Total\tOther\texpense | $727,169 | $782,827 | $621,218 | (7)% | 26% |

Total	other	expense	consists	primarily	of	interest	expense	and	realized	and	unrealized	foreign	currency	gains	and	losses.	We	record	unrealized	foreign	currency gains	or	losses	as	a	result	of	foreign	currency	fluctuations	primarily	associated	with	our	intercompany	notes	and	similar	unaffiliated	balances	denominated	in	a	currency other	than	the	subsidiaries'	functional	currencies.

The	decrease	in	total	other	expense	during	the	year	ended	December	31,	2016	was	primarily	due	to	foreign	currency	losses	of	$48.9	million	in	the	current	period, compared	to	foreign	currency	losses	of	$134.7	million	in	the	prior-year	period,	and	a	gain	on	retirement	of	long-term	obligations	of	$1.2	million	in	the	current	period attributable	to	the	repayment	of	the	Secured	Cellular	Site	Revenue	Notes,	Series	2012-1	Class	A	and	the	Secured	Cellular	Site	Revenue	Notes,	Series	2010-1,	Class	C compared	to	the	year	ended	December	31,	2015,	where	we	recorded	a	loss	of	$79.6	million,	primarily	due	to	the	redemption	of	the	7.000%	senior	notes	due	2017	and 4.625%	senior	notes	due	2015.	This	decrease	was	partially	offset	by	incremental	interest	expense	of	$121.2	million,	due	to	an	increase	of	$2.1	billion	in	our	average	debt outstanding	and	an	increase	in	our	annualized	weighted	average	cost	of	borrowing	from	3.67%	to	3.92%.

The	increase	in	total	other	expense	during	the	year	ended	December	31,	2015	was	primarily	due	to	foreign	currency	losses	of	$134.7	million	in	the	year	ended December	31,	2015,	compared	to	foreign	currency	losses	of	$63.2	million	in	the	prior-year	period,	and	a	loss	on	retirement	of	long-term	obligations	of	$79.6	million during	the	year	ended	December	31,	2015,	primarily	due	to	the	redemption	of	the	7.000%	senior	notes	due	2017	and	4.625%	senior	notes	due	2015,	compared	to	the year	ended	December	31,	2014,	where	we	recorded	a	loss	of	$3.5	million.	The	increase	in	total	other	expense	was	also	attributable	to	incremental	interest	expense	of $15.7	million,	due	to	an	increase	of	$1.9	billion	in	our	average	debt	outstanding,	partially	offset	by	a	decrease	in	our	annualized	weighted	average	cost	of	borrowing from	4.06%	to	3.67%.

# Income	Tax	Provision

|  |  | Year	Ended	December	31, |  | Percent	Change	2016 | Percent	Change |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | vs\t2015 | 2015\tvs\t2014 |
| Income\ttax\tprovision | $155,501 | $157,955 | $62,505 | (2)% | 153% |
| Effective\ttax\trate | 13.8% | 19.0% | 7.2% |  |  |

As	a	REIT,	we	may	deduct	earnings	distributed	to	stockholders	against	the	income	generated	by	our	REIT	operations.	In	addition,	we	are	able	to	offset	certain income	by	utilizing	our	NOLs,	subject	to	specified	limitations.	Consequently,	the	effective	tax	rate	("ETR")	on	income	from	continuing	operations	for	each	of	the	years ended	December	31,	2016,	2015	and	2014	differs	from	the	federal	statutory	rate.

The	decrease	in	the	income	tax	provision	for	the	year	ended	December	31,	2016	was	primarily	attributable	to	the	non-recurrence	of	the	one-time	charge	related	to the	MIPT	tax	election	described	below,	offset	by	an	increase	in	2016	foreign	taxable	earnings,	largely	due	to	the	Viom	Acquisition,	as	well	as	uncertain	tax	positions.

Effective	July	25,	2015,	we	filed	a	tax	election,	pursuant	to	which	MIPT	no	longer	operates	as	a	separate	REIT	for	federal	and	state	income	tax	purposes.	In connection	with	this	and	related	elections,	we	incurred	a	one-time	cash	tax	charge	of	$93.0	million	and	a	one-time	deferred	income	tax	benefit	of	$5.8	million	in	the	year ended	December	31,	2015.	We	also	recorded	a	charge	of	$13.1	million	resulting	from	a	change	in	income	tax	law	in	Ghana.	These	items	caused	an	increase	in	the income	tax	provision	for	the	year	ended	December	31,	2015.

Net	Income	/	Adjusted	EBITDA	and	Net	Income	/	NAREIT	FFO	attributable	to	American	Tower	Corporation	common	stockholders	/	Consolidated	AFFO	/	AFFO attributable	to	American	Tower	Corporation	common	stockholders

|  |  | Year	Ended	December	31, |  | Percent	Change | Percent	Change	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | 2016\tvs\t2015 | vs\t2014 |
| Net\tincome | $970,359 | $672,007 | $803,199 | 44\t% | (16)% |
| Income\ttax\tprovision | 155,501 | 157,955 | 62,505 | (2) | 153 |
| Other\texpense | 47,790 | 134,960 | 62,060 | (65) | 117 |
| (Gain)\tloss\ton\tretirement\tof\tlong-term\tobligations | (1,168) | 79,606 | 3,473 | (101) | 2,192 |
| Interest\texpense | 717,125 | 595,949 | 580,234 | 20 | 3 |
| Interest\tincome | (25,618) | (16,479) | (14,002) | 55 | 18 |
| Other\toperating\texpenses | 73,220 | 66,696 | 68,517 | 10 | (3) |
| Depreciation,\tamortization\tand\taccretion | 1,525,635 | 1,285,328 | 1,003,802 | 19 | 28 |
| Stock-based\tcompensation\texpense | 89,898 | 90,537 | 80,153 | (1) | 13 |
| Adjusted\tEBITDA | $3,552,742 | $3,066,559 | $2,649,941 | 16\t% | 16\t% |

|  |  | Year	Ended	December	31, |  | Percent	Change | Percent	Change |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | 2016\tvs\t2015 | 2015\tvs\t2014 |
| Net\tincome | $970,359 | $672,007 | $803,199 | 44\t% | (16)% |
| Real\testate\trelated\tdepreciation,\tamortization\tand\naccretion | 1,358,927 | 1,128,340 | 878,714 | 20 | 28 |
| Losses\tfrom\tsale\tor\tdisposal\tof\treal\testate\tand\treal\testate\nrelated\timpairment\tcharges | 54,465 | 29,427 | 18,160 | 85 | 62 |
| Dividends\ton\tpreferred\tstock | (107,125) | (90,163) | (23,888) | 19 | 277 |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\nnoncontrolling\tinterest | (88,133) | (6,429) | (1,815) | (1,271) | (254) |
| NAREIT\tFFO\tattributable\tto\tAmerican\tTower\nCorporation\tcommon\tstockholders | $2,188,493 | $1,733,182 | $1,674,370 | 26 | 4 |
| Straight-line\trevenue | (131,660) | (154,959) | (123,716) | (15) | 25 |
| Straight-line\texpense | 67,764 | 56,076 | 38,378 | 21 | 46 |
| Stock-based\tcompensation\texpense | 89,898 | 90,537 | 80,153 | (1) | 13 |
| Deferred\tportion\tof\tincome\ttax | 59,260 | 897 | (6,707) | 6,506 | 113 |
| Non-real\testate\trelated\tdepreciation,\tamortization\tand\naccretion | 166,708 | 156,988 | 125,088 | 6 | 26 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tcapitalized |  |  |  |  |  |
| interest,\tdebt\tdiscounts\tand\tpremiums\tand\tlong-term |  |  |  |  |  |
| deferred\tinterest\tcharges | 23,139 | 22,575 | 8,622 | 2 | 162 |
| Other\texpense\t(1) | 47,790 | 134,960 | 62,060 | (65) | 117 |
| (Gain)\tloss\ton\tretirement\tof\tlong-term\tobligations | (1,168) | 79,606 | 3,473 | (101) | 2,192 |
| Other\toperating\texpenses\t(2) | 18,755 | 37,269 | 50,357 | (50) | (26) |
| Capital\timprovement\tcapital\texpenditures | (110,249) | (89,867) | (75,041) | 23 | 20 |
| Corporate\tcapital\texpenditures | (16,438) | (16,447) | (24,146) | — | (32) |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\nnoncontrolling\tinterest | 88,133 | 6,429 | 1,815 | 1,271 | 254 |
| MIPT\tone-time\tcash\ttax\tcharge\t(3) | — | 93,044 | — | (100) | N/A |
| Consolidated\tAFFO | $2,490,425 | $2,150,290 | $1,814,706 | 16\t% | 18\t% |
| Adjustments\tfor\tunconsolidated\taffiliates\tand\nnoncontrolling\tinterests\t(4) | (90,266) | (33,982) | (23,554) | 166\t% | 44\t% |
| AFFO\tattributable\tto\tAmerican\tTower\tCorporation |  |  |  |  |  |
| common\tstockholders | $2,400,159 | $2,116,308 | $1,791,152 | 13\t% | 18\t% |

(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.

# Year	Ended	December	31,	2016	-	Adjusted	EBITDA	&	AFFO	metrics

The	increase	in	net	income	was	primarily	due	to	an	increase	in	our	operating	profit,	a	decrease	in	foreign	currency	losses	included	in	other	expense,	a	reduction	of $80.8	million	in	loss	on	retirement	of	long-term	obligations,	partially	offset	by	increases	in	depreciation,	amortization	and	accretion	expense	and	interest	expense.

The	increase	in	Adjusted	EBITDA	was	primarily	attributable	to	the	increase	in	our	gross	margin	and	was	partially	offset	by	an	increase	in	SG&A	of	$46.6	million, excluding	the	impact	of	stock-based	compensation	expense.

The	growth	in	Consolidated	AFFO	and	AFFO	attributable	to	American	Tower	Corporation	common	stockholders	was	primarily	attributable	to	the	increase	in	our operating	profit,	partially	offset	by	increases	in	cash	paid	for	interest	and	income	taxes,	other	than	the	MIPT	one-time	cash	tax	charge,	and	an	increase	in	capital improvement	expenditures.

The	decrease	in	net	income	was	primarily	due	to	increases	in	depreciation,	amortization	and	accretion	expense,	income	tax	provision,	loss	on	retirement	of	long- term	obligations,	other	expense,	other	SG&A	and	interest	expense,	which	were	partially	offset	by	an	increase	in	our	operating	profit.

The	growth	in	Consolidated	AFFO	and	AFFO	attributable	to	American	Tower	Corporation	common	stockholders	for	the	year	ended	December	31,	2015	was primarily	attributable	to	the	increase	in	our	operating	profit	and	was	partially	offset	by	increases	in	dividends	on	preferred	stock,	corporate	SG&A	and	a	net	increase	in capital	improvement	and	corporate	capital	expenditures.

# Liquidity	and	Capital	Resources

During	the	year	ended	December	31,	2016,	we	increased	our	financial	flexibility	and	our	ability	to	grow	our	business	while	maintaining	our	long-term	financial policies.	Our	significant	2016	financing	transactions	included:

•A	registered	public	offering	of	$1.0	billion	aggregate	principal	amount	of	3.375%	senior	unsecured	notes	due	2026	(the	"3.375%

•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.

As	a	holding	company,	our	cash	flows	are	derived	primarily	from	the	operations	of,	and	distributions	from,	our	operating	subsidiaries	or	funds	raised	through borrowings	under	our	credit	facilities	and	debt	or	equity	offerings.

      The	following	table	summarizes	our	liquidity	as	of	December	31,	2016	(in	thousands):

(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.

Subsequent	to	December	31,	2016,	we	had	net	borrowings	of	$1.0	billion	under	the	2013	Credit	Facility	and	the	2014	Credit	Facility,	which	we	used	to	fund	the acquisition	of	FPS	in	France,	the	redemption	of	all	outstanding	7.25%	senior	unsecured	notes	due	2019	(the	"7.25%	Notes"),	the	repayment	of	all	amounts	outstanding under	the	2012	GTP	Notes	and	the	Unison	Notes	and	for	general	corporate	purposes.

Summary	cash	flow	information	is	set	forth	below	for	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\t(used\tfor): |  |  |  |
| Operating\tactivities | $2,703,604 | $2,183,052 | $2,134,589 |
| Investing\tactivities | (2,107,446) | (7,741,735) | (1,949,548) |
| Financing\tactivities | (99,294) | 5,589,101 | (134,591) |
| Net\teffect\tof\tchanges\tin\tforeign\tcurrency\texchange\trates\ton\tcash\tand\tcash\tequivalents | (30,389) | (23,224) | (30,534) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | $466,475 | $7,194 | $19,916 |

We	use	our	cash	flows	to	fund	our	operations	and	investments	in	our	business,	including	tower	maintenance	and	improvements,	communications	site	construction and	managed	network	installations	and	tower	and	land	acquisitions.	Additionally,	we	use	our	cash	flows	to	make	distributions,	including	distributions	of	our	REIT taxable	income	to	maintain	our	qualification	for	taxation	as	a	REIT	under	the	Code.	We	may	also	repay	or	repurchase	our	existing	indebtedness	from	time	to	time.	We typically	fund	our	international	expansion	efforts	primarily	through	a	combination	of	cash	on	hand,	intercompany	debt	and	equity	contributions.

As	of	December	31,	2016,	we	had	total	outstanding	indebtedness	of	$18.7	billion,	with	a	current	portion	of	$238.8	million.	During	the	year	ended	December	31, 2016,	we	generated	sufficient	cash	flow	from	operations	to	fund	our	capital	expenditures	and	debt	service	obligations,	as	well	as	our	required	distributions.	We	believe the	cash	generated	by	operating	activities	during	the	year	ending	December	31,	2017	will	be	sufficient	to	fund	our	required	distributions,	capital	expenditures,	debt service	obligations	(interest	and	principal	repayments)	and	signed	acquisitions.	As	of	December	31,	2016,	we	had	$423.0	million	of	cash	and	cash	equivalents	held	by our	foreign	subsidiaries,	of	which	$183.9	million	was	held	by	our	joint	ventures.	While	certain	subsidiaries	may	pay	us	interest	or	principal	on	intercompany	debt,	it	has not	been	our	practice	to	repatriate	earnings	from	our	foreign	subsidiaries	primarily	due	to	our	ongoing	expansion	efforts	and	related	capital	needs.	However,	in	the	event that	we	do	repatriate	any	funds,	we	may	be	required	to	accrue	and	pay	taxes.

# Cash	Flows	from	Operating	Activities

For	the	year	ended	December	31,	2016,	cash	provided	by	operating	activities	increased	$520.6	million	as	compared	to	the	year	ended	December	31,	2015.	The primary	factors	that	impacted	cash	provided	by	operating	activities	as	compared	to	the	year	ended	December	31,	2015,	include:

•An	increase	in	our	operating	profit	of	$490.8

•An	increase	of	approximately	$67.1	million	in	cash	paid	for	interest;

•A	decrease	of	approximately	$60.8	million	in	cash	paid	for

taxes.

For	the	year	ended	December	31,	2015,	cash	provided	by	operating	activities	increased	$48.5	million	as	compared	to	the	year	ended	December	31,	2014.	The primary	factors	that	impacted	cash	provided	by	operating	activities	as	compared	to	the	year	ended	December	31,	2014,	include:

•An	increase	in	our	operating	profit	of	$433.3

•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;

•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;

•A	decrease	due	to	the	non-recurrence	of	a	2014	value	added	tax	refund	of	approximately	$60.3

# Cash	Flows	from	Investing	Activities

      Our	significant	investing	activities	during	the	year	ended	December	31,	2016	are	highlighted	below:

•We	spent	approximately	$1.1	billion	for	the	Viom Acquisition.

•We	spent	$701.4	million	for	capital	expenditures,	as	follows	(in millions):

(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.

Our	significant	investing	transactions	in	2015	included	the	following:

•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\tlease\tpurchases | 140.5 |
| Capital\timprovements\tand\tcorporate\texpenditures | 106.3 |
| Redevelopment | 162.1 |
| Start-up\tcapital\tprojects | 74.8 |
| Total\tcapital\texpenditures | $728.8 |

(1) Includes	the	construction	of	3,235	communications	sites	globally	and	the	installation	of	17	shared	generators	domestically.

We	plan	to	continue	to	allocate	our	available	capital,	after	satisfying	our	distribution	requirements,	among	investment	alternatives	that	meet	our	return	on investment	criteria,	while	maintaining	our	commitment	to	our	long-term	financial	policies.	Accordingly,	we	expect	to	continue	to	deploy	our	capital	through	our	annual capital	expenditure	program,	including	land	purchases	and	new	site	construction,	and	through	acquisitions.	We	expect	that	our	2017	total	capital	expenditures	will	be between	$800	million	and	$900	million,	as	follows	(in	millions):

| Discretionary	capital	projects	(1) | $145 | to | $175 |
| :--- | :--- | :--- | :--- |
| Ground\tlease\tpurchases | 150 | to | 160 |
| Capital\timprovements\tand\tcorporate\texpenditures | 155 | to | 165 |
| Redevelopment | 185 | to | 215 |
| Start-up\tcapital\tprojects | 165 | to | 185 |
| Total\tcapital\texpenditures | $800 | to | $900 |

(1) Includes	the	construction	of	approximately	2,500	to	3,500	communications	sites	globally.

# Cash	Flows	from	Financing	Activities

Our	significant	financing	transactions	were	as	follows	(in	millions):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes,\tnet | $3,236.4 | $1,492.3 | $1,415.8 |
| (Repayments\tof)\tproceeds\tfrom\tcredit\tfacilities,\tnet | (1,277.1) | 2,105.0 | (841.0) |
| (Repayments\tof)\tproceeds\tfrom\tterm\tloan | (1,000.0) | 500.0 | — |
| Distributions\tpaid\ton\tcommon\tand\tpreferred\tstock | (993.2) | (795.5) | (420.6) |
| Repayments\tof\tsecuritized\tnotes | (161.1) | (964.9) | — |
| Proceeds\tfrom\tthe\tissuance\tof\tcommon\tstock,\tnet | — | 2,440.3 | — |
| Proceeds\tfrom\tthe\tissuance\tof\tpreferred\tstock,\tnet | — | 1,337.9 | 583.1 |
| Proceeds\tfrom\tissuance\tof\tsecuritized\tnotes | — | 875.0 | — |
| Repayment\tof\tsenior\tnotes | — | (1,100.0) | — |

# Senior	Notes

3.300%	Notes	and	4.400%	Notes	Offerings.	On	January	12,	2016,	we	completed	registered	public	offerings	of	the	3.300%	Notes	and	the	4.400%	Notes.	The	net proceeds	from	these	offerings	were	approximately	$1,237.2	million,	after	deducting	commissions	and	estimated	expenses.	We	used	the	proceeds	to	repay	existing indebtedness	under	the	2013	Credit	Facility	and	for	general	corporate	purposes.

The	3.300%	Notes	will	mature	on	February	15,	2021	and	bear	interest	at	a	rate	of	3.300%	per	annum.	The	4.400%	Notes	will	mature	on	February	15,	2026	and bear	interest	at	a	rate	of	4.400%	per	annum.	Accrued	and	unpaid	interest	on	the	notes	will	be	payable	in	U.S.	Dollars	semi-annually	in	arrears	on	February	15	and	August 15	of	each	year,	beginning	on	August	15,	2016.

Interest	on	the	notes	is	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months	and	commenced	accruing	on	January	12,	2016.

3.375%	Notes	Offering.	On	May	13,	2016,	we	completed	a	registered	public	offering	of	the	3.375%	Notes.	The	net	proceeds	from	this	offering	were	approximately $981.5	million,	after	deducting	commissions	and	estimated	expenses.	We	used	the	proceeds	to	repay	existing	indebtedness	under	the	2013	Credit	Facility.

The	3.375%	Notes	will	mature	on	October	15,	2026	and	bear	interest	at	a	rate	of	3.375%	per	annum.	Accrued	and	unpaid	interest	on	the	notes	will	be	payable	in U.S.	Dollars	semi-annually	in	arrears	on	April	15	and	October	15	of	each	year,	beginning	on	October	15,	2016.	Interest	on	the	notes	is	computed	on	the	basis	of	a	360- day	year	comprised	of	twelve	30-day	months	and	commenced	accruing	on	May	13,	2016.

2.250%	Notes	and	3.125%	Notes	Offerings.	On	September	30,	2016,	we	completed	registered	public	offerings	of	the	2.250%	Notes	and	the	3.125%	Notes.	The	net proceeds	from	these	offerings	were	approximately	$990.6	million,	after	deducting	commissions	and	estimated	expenses.	We	used	the	proceeds	to	repay	existing indebtedness	under	the	Term	Loan.

The	2.250%	Notes	will	mature	on	January	15,	2022	and	bear	interest	at	a	rate	of	2.250%	per	annum.	The	3.125%	Notes	will	mature	on	January	15,	2027	and	bear interest	at	a	rate	of	3.125%	per	annum.	Accrued	and	unpaid	interest	on	the	notes	will	be	payable	in	U.S.	Dollars	semi-annually	in	arrears	on	January	15	and	July	15	of each	year,	beginning	on	January	15,	2017.	Interest	on	the	notes	is	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months	and	commenced accruing	on	September	30,	2016.	We	entered	into	interest	rate	swaps,	which	were	designated	as	fair	value	hedges	at	inception,	to	hedge	against	changes	in	fair	value	of the	debt	under	the	2.250%	Notes	resulting	from	changes	in	interest	rates.	As	of	December	31,	2016,	the	interest	rate	on	the	2.250%	Notes,	after	giving	effect	to	the interest	rate	swap	agreements,	was	1.97%.

We	may	redeem	each	series	of	notes	at	any	time,	subject	to	the	terms	of	the	applicable	supplemental	indenture,	in	whole	or	in	part,	at	a	redemption	price	equal	to 100%	of	the	principal	amount	of	the	notes	plus	a	make-whole	premium,	together	with	accrued	interest	to	the	redemption	date.	If	we	redeem	the	3.300%	Notes	on	or	after January	15,	2021,	the	4.400%	Notes	on	or	after	November	15,	2025,	the	3.375%	Notes	on	or	after	July	15,	2026	or	the	3.125%	Notes	on	or	after	October	15,	2026,	we will	not	be	required	to	pay	a	make-whole	premium.	In	addition,	if	we	undergo	a	change	of	control	and	corresponding	ratings	decline,	each	as	defined	in	the	applicable supplemental	indenture,	we	may	be	required	to	repurchase	all	of	the	applicable	notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount	of	such	notes,	plus accrued	and	unpaid	interest	(including	additional	interest,	if	any),	up	to	but	not	including	the	repurchase	date.	The	notes	rank	equally	with	all	of	our	other	senior unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	our	subsidiaries.

Each	applicable	supplemental	indenture	for	the	notes	contains	certain	covenants	that	restrict	our	ability	to	merge,	consolidate	or	sell	assets	and	our	(together	with our	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	we,	and	our	subsidiaries,	may	incur	certain	liens	on	assets, mortgages	or	other	liens	securing	indebtedness	if	the	aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	applicable	supplemental indenture.

Redemption	of	7.25%	Senior	Notes.	On	February	10,	2017,	we	redeemed	all	of	the	outstanding	7.25%	Notes.	In	accordance	with	the	redemption	provisions	and	the indenture	for	the	7.25%	Notes,	the	7.25%	Notes	were	redeemed	at	a	price	equal	to	112.0854%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	up	to,	but excluding,	February	10,	2017,	for	an	aggregate	redemption	price	of	$341.4	million,	including	$5.1	million	of	accrued	and	unpaid	interest,	which	was	funded	with borrowings	under	the	2013	Credit	Facility	and	cash	on	hand.	Upon	completion	of	this	redemption,	none	of	the	7.25%	Notes	remained	outstanding.

# Bank	Facilities

In	November	2016,	we	entered	into	amendment	agreements	(the	"Credit	Facility	Amendments")	with	respect	to	the	2013	Credit	Facility,	the	2014	Credit	Facility and	the	Term	Loan,	which,	among	other	things,	(i)	extend	the	maturity	dates	by	one	year	to	June	28,	2020,	January	31,	2022	and	January	31,	2022,	respectively,	(ii) increase	the	maximum	Revolving	Loan	Commitments,	after	giving	effect	to	any	Incremental	Commitments	(each	as	defined	in	the	loan	agreements	for	each	of	the	2013 Credit	Facility	and	the	2014	Credit	Facility)	to	$4.25	billion	and	$3.00	billion	under	the	2013	Credit	Facility	and	the	2014	Credit	Facility,	respectively,	(iii)	amend	the limitation	on	indebtedness	of,	and	guaranteed	by,	our	subsidiaries	to	the	greater	of	(x)	$2.25	billion	and	(y)	50%	of	Adjusted	EBITDA	(as	defined	in	the	agreements	for each	of	the	2013	Credit	Facility,	the	2014	Credit	Facility	and	the	Term	Loan)	of	us	and	our	subsidiaries	on	a	consolidated	basis	and	(iv)	amend	the	limitation	of	our permitted	ratio	of	Total	Debt	to	Adjusted	EBITDA	(each	as	defined	in	the	agreements	for	each	of	the	2013	Credit	Facility,	the	2014	Credit	Facility	and	the	Term	Loan) to	be	no	greater	than	(x)	6.00	to	1.00	as	of	the	end	of	each	fiscal	quarter	or	(y)	7.00	to

1.00	as	of	the	specified	time	periods	after	the	occurrence	of	a	Qualified	Acquisition	(as	defined	in	each	of	the	Credit	Facility	Amendments).

2013	Credit	Facility.	We	have	the	ability	to	borrow	up	to	$2.75	billion	under	the	2013	Credit	Facility,	which	includes	a	$1.0	billion	sublimit	for	multicurrency borrowings,	a	$200.0	million	sublimit	for	letters	of	credit	and	a	$50.0	million	sublimit	for	swingline	loans.	During	the	year	ended	December	31,	2016,	we	borrowed	an aggregate	of	$1.9	billion,	which	included	borrowings	of	38.0	million	Euro	($42.9	million	at	the	date	of	borrowing)	by	one	of	our	Germany	subsidiaries,	and	repaid	an aggregate	of	$2.6	billion	of	revolving	indebtedness.	We	primarily	used	the	borrowings	to	fund	the	Viom	Acquisition	and	for	general	corporate	purposes.	We	currently have	$3.2	million	of	undrawn	letters	of	credit	and	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2013	Credit	Facility	in	the	ordinary	course.

2014	Credit	Facility.	We	have	the	ability	to	borrow	up	to	$2.0	billion	under	the	2014	Credit	Facility,	which	includes	a	$200.0	million	sublimit	for	letters	of	credit and	a	$50.0	million	sublimit	for	swingline	loans.	During	the	year	ended	December	31,	2016,	we	borrowed	an	aggregate	of	$245.0	million	and	repaid	an	aggregate	of $840.0	million	of	revolving	indebtedness.	We	currently	have	$7.3	million	of	undrawn	letters	of	credit	and	maintain	the	ability	to	draw	down	and	repay	amounts	under the	2014	Credit	Facility	in	the	ordinary	course.

Term	Loan.	During	the	year	ended	December	31,	2016,	we	repaid	$1.0	billion	of	indebtedness	under	the	Term	Loan.

The	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility	do	not	require	amortization	of	principal	and	may	be	paid	prior	to	maturity	in	whole	or	in	part at	our	option	without	penalty	or	premium.	We	have	the	option	of	choosing	either	a	defined	base	rate	or	the	London	Interbank	Offered	Rate	("LIBOR")	as	the	applicable base	rate	for	borrowings	under	the	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility.	The	interest	rates	range	between	1.000%	to	2.000%	above	LIBOR for	LIBOR	based	borrowings	or	up	to	1.000%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	our	debt	ratings.	The	current	margin	over LIBOR	and	the	base	rate	for	each	of	the	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility	is	1.250%	and	0.250%,	respectively.

The	2013	Credit	Facility	and	the	2014	Credit	Facility	are	subject	to	two	optional	renewal	periods.	We	must	pay	a	quarterly	commitment	fee	on	the	undrawn portion	of	the	2013	Credit	Facility	and	the	2014	Credit	Facility,	which	ranges	from	0.100%	to	0.400%	per	annum,	based	upon	our	debt	ratings,	and	is	currently	0.150%.

The	loan	agreements	for	each	of	the	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility	contain	certain	reporting,	information,	financial	and operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt,	guaranties,	sales	of	assets	and	liens)	with	which	we	must	comply.	Failure	to	comply with	the	financial	and	operating	covenants	of	the	loan	agreements	could	not	only	prevent	us	from	being	able	to	borrow	additional	funds	under	the	revolving	credit facilities,	but	may	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming immediately	due	and	payable.

India	indebtedness.	Amounts	outstanding	and	key	terms	of	the	India	indebtedness	consisted	of	the	following	as	of	December	31,	2016	(in	millions,	except percentages):

|  | Amount	Outstanding<br>(INR) | Amount	Outstanding<br>(USD) | Interest	Rate	(Range) | Maturity	Date	(Range) |
| :--- | :--- | :--- | :--- | :--- |
| Term\tloans | 31,326 | $461.2 | 8.15%\t-\t11.15% | March\t31,\t2017\t-\tNovember\t30,\t2024 |
| Debenture | 6,000 | $88.3 | 9.90% | April\t28,\t2020 |
| Working\tcapital\tfacilities | 0 | $0 | 8.70%\t-\t11.70% | January\t31,\t2017\t-\tOctober\t23,\t2017 |

The	India	indebtedness	includes	several	term	loans,	ranging	from	one	to	ten	years,	which	are	generally	secured	by	the	borrower's	short-term	and	long-term	assets. Each	of	the	term	loans	bear	interest	at	the	applicable	bank's	Marginal	Cost	of	Funds	based	Lending	Rate	(as	defined	in	the	applicable	agreement)	or	base	rate,	plus	a spread.	Interest	rates	on	the	term	loans	are	fixed	until	certain	reset	dates.	Generally,	the	term	loans	can	be	repaid	without	penalty	on	the	reset	dates;	repayments	at	dates other	than	the	reset	dates	are	subject	to	prepayment	penalties,	typically	of	1%	to	2%.	Scheduled	repayment	terms	include	either	ratable	or	staggered	amortization	with repayments	typically	commencing	between	six	and	36	months	after	the	initial	disbursement	of	funds.

The	debenture	is	secured	by	the	borrower's	long-term	assets,	including	property	and	equipment	and	intangible	assets.	The	debenture	bears	interest	at	a	base	rate plus	a	spread	of	0.6%.	The	base	rate	is	set	in	advance	for	each	quarterly	coupon	period.	Should	the	actual	base	rate	be	between	9.75%	and	10.25%,	the	revised	base	rate is	assumed	to	be	10.00%	for	purposes	of	the	reset.	Additionally,	the	spread	is	subject	to	reset	36	and	48	months	from	the	issuance	date	of	April	27,	2015.	The	holders	of the	debenture	must	reach	a	consensus	on	the	revised	spread	and	the	borrower	must	redeem	all	of	the	debentures	held	by	holders	from	whom	consensus	is	not	achieved. Additionally,	the	debenture	is	required	to	be	redeemed	by	the	borrower	if	it	does	not	maintain	a	minimum	credit	rating.

The	India	indebtedness	includes	several	working	capital	facilities,	most	of	which	are	subject	to	annual	renewal,	and	which	are	generally	secured	by	the	borrower's short-term	and	long-term	assets.	The	working	capital	facilities	bear	interest	at	rates	that	are	comprised	of	the	applicable	bank's	Marginal	Cost	of	Funds	based	Lending Rate	(as	defined	in	the	applicable	agreement)	or	base	rate,	plus	a	spread.	Generally,	the	working	capital	facilities	are	payable	on	demand	prior	to	maturity.

Viom	preference	shares.	As	of	December	31,	2016,	ATC	TIPL	had	166,666,666	mandatorily	redeemable	preference	shares	(the	"Preference	Shares")	outstanding, which	are	required	to	be	redeemed	in	cash.	Accordingly,	we	recognized	debt	of	1.67	billion	INR	($24.5	million)	related	to	the	Preference	Shares.

Unless	redeemed	earlier,	the	Preference	Shares	will	be	redeemed	in	two	equal	installments	on	March	26,	2017	and	March	26,	2018	in	an	amount	equal	to	ten	INR per	share	along	with	a	redemption	premium,	as	defined	in	the	investment	agreement,	which	equates	to	a	compounded	return	of	13.5%	per	annum.	ATC	TIPL,	at	its option,	may	redeem	the	Preference	Shares	prior	to	the	aforementioned	dates,	subject	to	an	additional	2%	redemption	premium.

Stock	Repurchase	Program.	In	March	2011,	our	Board	of	Directors	approved	a	$1.5	billion	stock	repurchase	program,	pursuant	to	which	we	are	authorized	to purchase	up	to	an	additional	$1.1	billion	of	our	common	stock.	Since	September	2013,	we	have	temporarily	suspended	repurchases	under	the	program.	However,	we may,	at	any	time,	elect	to	resume	repurchases	under	the	program.

Sales	of	Equity	Securities.	We	receive	proceeds	from	sales	of	our	equity	securities	pursuant	to	our	employee	stock	purchase	plan	(the	"ESPP")	and	upon	exercise of	stock	options	granted	under	our	equity	incentive	plans.	For	the	year	ended	December	31,	2016,	we	received	an	aggregate	of	$92.5	million	in	proceeds	upon	exercises of	stock	options	and	from	the	ESPP.

Distributions.	As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	have	distributed,	and	expect	to	continue	to	distribute,	all	or	substantially	all	of	our REIT	taxable	income	after	taking	into	consideration	our	utilization	of	NOLs.

The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	our	Board	of	Directors	and	will	depend	on	various	factors,	a	number	of which	may	be	beyond	our	control,	including	our	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	our	qualification	for	taxation	as	a	REIT and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing	and	future	debt	and	preferred	equity instruments,	our	ability	to	utilize	NOLs	to	offset	our	distribution	requirements,	limitations	on	our	ability	to	fund	distributions	using	cash	generated	through	our	TRSs	and other	factors	that	our	Board	of	Directors	may	deem	relevant.

We	have	two	series	of	preferred	stock	outstanding,	the	Series	A	Preferred	Stock,	with	a	dividend	rate	of	5.25%,	and	the	Series	B	Preferred	Stock,	with	a	dividend rate	of	5.50%.	Dividends	are	payable	quarterly	in	arrears,	subject	to	declaration	by	our	Board	of	Directors.	During	the	year	ended	December	31,	2016,	we	paid	dividends of	$5.25	per	share,	or	$31.5	million,	to	holders	of	record	of	the	Series	A	Preferred	Stock	and	$55.00	per	share,	or	$75.6	million,	to	holders	of	record	of	the	Series	B Preferred	Stock.

In	addition,	on	February	15,	2017,	we	paid	dividends	of	$1.3125	per	share,	or	$7.9	million,	to	Series	A	preferred	stockholders	of	record	at	the	close	of	business	on February	1,	2017	and	$13.75	per	share,	or	$18.9	million,	to	Series	B	preferred	stockholders	of	record	at	the	close	of	business	on	February	1,	2017.

During	the	year	ended	December	31,	2016,	we	paid	$2.08	per	share,	or	$883.7	million,	to	common	stockholders	of	record.	In	addition,	we	declared	a	distribution	of $0.58	per	share,	or	$247.7	million,	payable	on	January	13,	2017	to	our	common	stockholders	of	record	at	the	close	of	business	on	December	28,	2016.

We	accrue	distributions	on	unvested	restricted	stock	units,	which	are	payable	upon	vesting.	As	of	December	31,	2016,	the	amount	accrued	for	distributions	payable related	to	unvested	restricted	stock	units	was	$6.7	million.	During	the	year	ended	December	31,	2016,	we	paid	$2.4	million	of	distributions	upon	the	vesting	of	restricted stock	units.

For	more	details	on	the	cash	distributions	paid	to	our	common	and	preferred	stockholders	during	the	year	ended	December	31,	2016,	see	note	15	to	our consolidated	financial	statements	included	in	this	Annual	Report.

Contractual	Obligations.	The	following	table	summarizes	our	contractual	obligations	as	of	December	31,	2016	(in	thousands):

| Contractual	Obligations | 2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tdebt,\tincluding\tcurrent\tportion: |  |  |  |  |  |  |  |
| American\tTower\tsubsidiary\tdebt: |  |  |  |  |  |  |  |
| Series\t2013-1A\tSecurities\t(1) | $— | $500,000 | $— | $— | $— | $— | $500,000 |
| Series\t2013-2A\tSecurities\t(2) | — | — | — | — | — | 1,300,000 | 1,300,000 |
| Series\t2015-1\tNotes\t(3) | — | — | — | 350,000 | — | — | 350,000 |
| Series\t2015-2\tNotes\t(4) | — | — | — | — | — | 525,000 | 525,000 |
| 2012\tGTP\tNotes\t(5) | 751 | — | 172,987 | — | — | — | 173,738 |
| \t Unison\tNotes\t(6) | — | — | — | 129,000 | — | — | 129,000 |
| India\tindebtedness\t(7) | 158,876 | 73,211 | 67,323 | 139,217 | 31,008 | 79,893 | 549,528 |
| \t Viom\tpreference\tshares\t(8) | 12,269 | 12,268 | — | — | — | — | 24,537 |
| Shareholder\tloans\t(9) | — | — | 151,045 | — | — | — | 151,045 |
| \t Other\tsubsidiary\tdebt\t(10) | 49,012 | 51,234 | 55,611 | 58,826 | 38,340 | 34,712 | 287,735 |
| Total\tAmerican\tTower\tsubsidiary\tdebt | 220,908 | 636,713 | 446,966 | 677,043 | 69,348 | 1,939,605 | 3,990,583 |
| American\tTower\tCorporation\tdebt: |  |  |  |  |  |  |  |
| Term\tLoan | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 2013\tCredit\tFacility | — | — | — | 539,975 | — | — | 539,975 |
| 2014\tCredit\tFacility | — | — | — | — | — | 1,385,000 | 1,385,000 |
| 4.500%\tsenior\tnotes | — | 1,000,000 | — | — | — | — | 1,000,000 |
| 3.40%\tsenior\tnotes | — | — | 1,000,000 | — | — | — | 1,000,000 |
| 7.25%\tsenior\tnotes\t(11) | — | — | 300,000 | — | — | — | 300,000 |
| 2.800%\tsenior\tnotes | — | — | — | 750,000 | — | — | 750,000 |
| 5.050%\tsenior\tnotes | — | — | — | 700,000 | — | — | 700,000 |
| 3.300%\tsenior\tnotes | — | — | — | — | 750,000 | — | 750,000 |
| 3.450%\tsenior\tnotes | — | — | — | — | 650,000 | — | 650,000 |
| 5.900%\tsenior\tnotes | — | — | — | — | 500,000 | — | 500,000 |
| 2.250%\tsenior\tnotes | — | — | — | — | — | 600,000 | 600,000 |
| 4.70%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| 3.50%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 5.00%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 4.000%\tsenior\tnotes | — | — | — | — | — | 750,000 | 750,000 |
| 4.400%\tsenior\tnotes | — | — | — | — | — | 500,000 | 500,000 |
| 3.375%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 3.125%\tsenior\tnotes | — | — | — | — | — | 400,000 | 400,000 |
| Total\tAmerican\tTower\tCorporation\tdebt | — | 1,000,000 | 1,300,000 | 1,989,975 | 1,900,000 | 8,335,000 | 14,524,975 |
| Long-term\tobligations,\texcluding\tcapital\nleases | 220,908 | 1,636,713 | 1,746,966 | 2,667,018 | 1,969,348 | 10,274,605 | 18,515,558 |
| Cash\tinterest\texpense | 724,733 | 659,505 | 594,039 | 501,546 | 410,891 | 743,608 | 3,634,322 |
| Capital\tlease\tpayments\t(including\ninterest) | 27,936 | 23,724 | 21,985 | 18,410 | 14,227 | 162,765 | 269,047 |
| Total\tdebt\tservice\tobligations | 973,577 | 2,319,942 | 2,362,990 | 3,186,974 | 2,394,466 | 11,180,978 | 22,418,927 |
| Operating\tlease\tpayments\t(12) | 869,430 | 846,305 | 816,357 | 775,650 | 736,688 | 6,637,267 | 10,681,697 |
| Other\tnon-current\tliabilities\t(13)(14) | 22,705 | 20,977 | 10,124 | 8,354 | 3,133 | 2,577,230 | 2,642,523 |
| Total | $1,865,712 | $3,187,224 | $3,189,471 | $3,970,978 | $3,134,287 | $20,395,475 | $ 35,743,147 |

(1) Represents	anticipated	repayment	date;	final	legal	maturity	is	March	15,	2043.

(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.

(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.

Off-Balance	Sheet	Arrangements.	We	have	no	material	off-balance	sheet	arrangements	as	defined	in	Item	303(a)(4)(ii)	of	SEC	Regulation	S-K.

# Factors	Affecting	Sources	of	Liquidity

Our	liquidity	depends	upon	our	ability	to	generate	cash	flow	from	operating	activities,	borrow	funds	under	our	credit	facilities	and	maintain	compliance	with	the contractual	agreements	governing	our	indebtedness.	We	believe	that	the	debt	agreements	discussed	below	represent	our	material	debt	agreements	that	contain	covenants, our	compliance	with	which	would	be	material	to	an	investor's	understanding	of	our	financial	results	and	the	impact	of	those	results	on	our	liquidity.

Internally	Generated	Funds.	Because	the	majority	of	our	tenant	leases	are	multiyear	contracts,	a	significant	majority	of	the	revenues	generated	by	our	property operations	as	of	the	end	of	2016	is	recurring	revenue	that	we	should	continue	to	receive	in	future	periods.	Accordingly,	a	key	factor	affecting	our	ability	to	generate	cash flow	from	operating	activities	is	to	maintain	this	recurring	revenue	and	to	convert	it	into	operating	profit	by	minimizing	operating	costs	and	fully	achieving	our	operating efficiencies.	In	addition,	our	ability	to	increase	cash	flow	from	operating	activities	depends	upon	the	demand	for	our	communications	sites	and	our	related	services	and our	ability	to	increase	the	utilization	of	our	existing	communications	sites.

Restrictions	Under	Loan	Agreements	Relating	to	Our	Credit	Facilities.	The	loan	agreements	for	the	2014	Credit	Facility,	the	2013	Credit	Facility	and	the	Term Loan	contain	certain	financial	and	operating	covenants	and	other	restrictions	applicable	to	us	and	our	subsidiaries	that	are	not	designated	as	unrestricted	subsidiaries	on a	consolidated	basis.	These	restrictions	include	limitations	on	additional	debt,	distributions	and	dividends,	guaranties,	sales	of	assets	and	liens.	The	loan	agreements	also contain	covenants	that	establish	financial	tests	with	which	we	and	our	restricted	subsidiaries	must	comply	related	to	total	leverage	and	senior	secured	leverage,	as	set forth	in	the	table	below.	In	the	event	that	our	debt	ratings	fall	below	investment	grade,	we	must	maintain	an	interest	coverage	ratio	of	Adjusted	EBITDA	to	Interest Expense	(each	as	defined	in	the	applicable	loan	agreement)	of	at	least	2.50:1.00.	As	of	December	31,	2016,	we	were	in	compliance	with	each	of	these	covenants.

# Compliance	Tests	For	12	Months	Ended

# ($	in	billions)

(1)				Each	component	of	the	ratio	as	defined	in	the	applicable	loan	agreement.

(2)				Assumes	no	change	to	Adjusted	EBITDA.

(3)				Assumes	no	change	to	our	debt	levels.

(4)				Effectively,	however,	the	capacity	under	this	ratio	would	be	limited	to	the	capacity	under	the	Consolidated	Total	Leverage	Ratio.

The	loan	agreements	for	our	credit	facilities	also	contain	reporting	and	information	covenants	that	require	us	to	provide	financial	and	operating	information	to	the lenders	within	certain	time	periods.	If	we	are	unable	to	provide	the	required	information	on	a	timely	basis,	we	would	be	in	breach	of	these	covenants.

Failure	to	comply	with	the	financial	maintenance	tests	and	certain	other	covenants	of	the	loan	agreements	for	our	credit	facilities	could	not	only	prevent	us	from being	able	to	borrow	additional	funds	under	these	credit	facilities,	but	may	constitute	a	default	under	these	credit	facilities,	which	could	result	in,	among	other	things,	the amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.	If	this	were	to	occur,	we	may	not	have	sufficient	cash	on hand	to	repay	such	indebtedness.	The	key	factors	affecting	our	ability	to	comply	with	the	debt	covenants	described	above	are	our	financial	performance	relative	to	the financial	maintenance	tests	defined	in	the	loan	agreements	for	these	credit	facilities	and	our	ability	to	fund	our	debt	service	obligations.	Based	upon	our	current expectations,	we	believe	our	operating	results	during	the	next	12	months	will	be	sufficient	to	comply	with	these	covenants.

Restrictions	Under	Agreements	Relating	to	the	2015	Securitization	and	the	2013	Securitization.	The	indenture	and	related	supplemental	indentures	governing	the American	Tower	Secured	Revenue	Notes,	Series	2015-1,	Class	A	(the	"Series	2015-1	Notes")	and	the	American	Tower	Secured	Revenue	Notes,	Series	2015-2,	Class	A (the	"Series	2015-2	Notes,"	and,	together	with	the	Series	2015-1	Notes,	the	"2015	Notes")	issued	by	GTP	Acquisition	Partners	I,	LLC	("GTP	Acquisition	Partners")	in the	2015	Securitization	and	the	loan	agreement	related	to	the	2013	Securitization	include	certain	financial	ratios	and	operating	covenants	and	other	restrictions	customary for	transactions	subject	to	rated	securitizations.	Among	other	things,	American	Tower	Asset	Sub,	LLC	and	American	Tower	Asset	Sub	II,	LLC	(together,	the	"AMT Asset	Subs")	and	GTP	Acquisition	Partners	are	prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets,	subject	to customary	carve-outs	for	ordinary	course	trade	payables	and	permitted	encumbrances	(as	defined	in	the	applicable	agreement).

Under	the	agreements,	amounts	due	will	be	paid	from	the	cash	flows	generated	by	the	assets	securing	the	2015	Notes	or	the	assets	securing	the	nonrecourse	loan that	secures	the	Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series	2013-2A	issued	in	the	2013	Securitization	(the	"Loan"),	as	applicable,	which	must	be deposited	into	certain	reserve	accounts,	and	thereafter	distributed	solely	pursuant	to	the	terms	of	the	applicable	agreement.	On	a	monthly	basis,	after	payment	of	all required	amounts	under	the	applicable	agreement,	subject	to	the	conditions	described	in	the	table	below,	the	excess	cash	flows	generated	from	the	operation	of	such assets	are	released	to	GTP	Acquisition	Partners	or	the	AMT	Asset	Subs,	as	applicable,	and	can	then	be	distributed	to,	and	used	by,	us.	As	of	December	31,	2016,	$99.5 million	held	in	such	reserve	accounts	was	classified	as	restricted	cash.

Certain	information	with	respect	to	the	2015	Securitization	and	the	2013	Securitization	is	set	forth	below	($	in	millions).	The	debt	service	coverage	ratio	("DSCR") is	generally	calculated	as	the	ratio	of	the	net	cash	flow	(as	defined	in	the	applicable	agreement)	to	the	amount	of	interest,	servicing	fees	and	trustee	fees	required	to	be paid	over	the	succeeding	12	months	on	the	principal	amount	of	the	2015	Notes	or	the	Loan,	as	applicable,	that	will	be	outstanding	on	the	payment	date	following	such date	of	determination.

|  |  | Conditions	Limiting	Distributions	of | Conditions	Limiting	Distributions	of |  |  | Capacity	for | Capacity	for |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Issuer\tor\nBorrower | Notes/Securities\nIssued | Excess\tCash\nCash\tTrap\nDSCR | Amortization\nPeriod | Excess\tCash\nDistributed\tDuring\nYear\tEnded\nDecember\t31,\t2016 | DSCR\tas\tof\nDecember\t31,\n2016 | Decrease\tin\tNet\nCash\tFlow\tBefore\nTriggering\tCash\nTrap\tDSCR\t(1) | Decrease\tin\tNet\nCash\tFlow\tBefore\nTriggering\nMinimum\tDSCR\t(1) |
| GTP | American\tTower | 1.30x,\tTested | (3)(4) | $182.3 | 8.12x | $182.2 | $186.2 |
| Acquisition | Secured\tRevenue | Quarterly\t(2) |  |  |  |  |  |
| Partners | Notes,\tSeries\t2015- |  |  |  |  |  |  |
|  | 1\tand\tSeries\t2015-2 |  |  |  |  |  |  |
| AMT\tAsset | Secured\tTower | 1.30x,\tTested | (3)(5) | $564.0 | 11.69x | $499.5 | $506.7 |
| Subs | Revenue\tSecurities, | Quarterly\t(2) |  |  |  |  |  |

(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.

A	failure	to	meet	the	noted	DSCR	tests	could	prevent	GTP	Acquisition	Partners	or	the	AMT	Asset	Subs	from	distributing	excess	cash	flow	to	us,	which	could affect	our	ability	to	fund	our	capital	expenditures,	including	tower	construction	and	acquisitions,	meet	REIT	distribution	requirements	and	make	preferred	stock dividend	payments.	During	an	"amortization	period",	all	excess	cash	flow	and	any	amounts	then	in	the	applicable	Cash	Trap	Reserve	Account	would	be	applied	to	pay principal	of	the	2015	Notes	or	the	Loan,	as	applicable,	on	each	monthly	payment	date,	and	so	would	not	be	available	for	distribution	to	us.	Further,	additional	interest will	begin	to	accrue	with	respect	to	any	series	of	the	2015	Notes	or	subclass	of	Loan	from	and	after	the	anticipated	repayment	date	at	a	per	annum	rate	determined	in accordance	with	the	applicable	agreement.	With	respect	to	the	2015	Notes,	upon	the	occurrence	and	during	an	event	of	default,	the	applicable	trustee	may,	in	its discretion	or	at	the	direction	of	holders	of	more	than	50%	of	the	aggregate	outstanding	principal	of	any	series	of	the	2015	Notes,	declare	such	series	of	2015	Notes immediately	due	and	payable,	in	which	case	any	excess	cash	flow	would	need	to	be	used	to	pay	holders	of	such	notes.	Furthermore,	if	GTP	Acquisition	Partners	or	the AMT	Asset	Subs	were	to	default	on	a	series	of	the	2015	Notes	or	the	Loan,	the	applicable	trustee	may	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	all	or any	portion	of	the	2015	Secured	Sites	or	the	2013	Secured	Towers,	respectively,	in	which	case	we	could	lose	such	sites	and	the	revenue	associated	with	those	assets.

As	discussed	above,	we	use	our	available	liquidity	and	seek	new	sources	of	liquidity	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives,	satisfy our	distribution	requirements	and	repay	or	repurchase	our	debt.	If	we	determine	that	it	is	desirable	or	necessary	to	raise	additional	capital	for	these	purposes,	we	may	be unable	to	do	so,	or	such	additional	financing	may	be	prohibitively	expensive	or	restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise	capital when	our	needs	arise,	we	may	not	be	able	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives,	satisfy	our	REIT	distribution	requirements	and	debt service	obligations,	pay	preferred	stock	dividends	or	refinance	our	existing	indebtedness.

In	addition,	our	liquidity	depends	on	our	ability	to	generate	cash	flow	from	operating	activities.	As	set	forth	under	Item	1A	of	this	Annual	Report	under	the	caption "Risk	Factors,"	we	derive	a	substantial	portion	of	our	revenues	from	a	small	number	of	tenants	and,	consequently,	a	failure	by	a	significant	tenant	to	perform	its contractual	obligations	to	us	could	adversely	affect	our	cash	flow	and	liquidity.

# Critical	Accounting	Policies	and	Estimates

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	these	financial	statements	requires	us	to	make	estimates	and	assumptions	that	affect	the	reported	amounts	of assets,	liabilities,	revenues	and	expenses,	as	well	as	related	disclosures	of	contingent	assets	and	liabilities.	We	evaluate	our	policies	and	estimates	on	an	ongoing	basis. Management	bases	its	estimates	on	historical	experience	and	various	other	assumptions	that	are	believed	to	be	reasonable	under	the	circumstances,	the	results	of	which form	the	basis	for	making	judgments	about	the	carrying	amounts	of	assets	and	liabilities	that	are	not	readily	apparent	from	other	sources.	Actual	results	may	differ	from these	estimates	under	different	assumptions	or	conditions.

We	have	reviewed	our	policies	and	estimates	to	determine	our	critical	accounting	policies	for	the	year	ended	December	31,	2016.	We	have	identified	the	following policies	as	critical	to	an	understanding	of	our	results	of	operations	and	financial	condition.	This	is	not	a	comprehensive	list	of	our	accounting	policies.	See	note	1	to	our consolidated	financial	statements	included	in	this	Annual	Report	for	a	summary	of	our	significant	accounting	policies.	In	many	cases,	the	accounting	treatment	of	a particular	transaction	is	specifically	dictated	by	GAAP,	with	no	need	for	management's	judgment	in	its	application.	There	are	also	areas	in	which	management's judgment	in	selecting	any	available	alternative	would	not	produce	a	materially	different	result.

•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.

We	review	our	tower	portfolio	and	network	location	intangible	assets	for	indicators	of	impairment	at	the	lowest	level	of	identifiable	cash	flows,	typically	at	an individual	tower	basis.	Possible	indicators	include	a	tower	not	having	current	tenant	leases	or	having	expenses	in	excess	of	revenues.	A	cash	flow	modeling approach	is	utilized	to	assess	recoverability	and	incorporates,	among	other	items,	the	tower	location,	the	tower	location	demographics,	the	timing	of	additions	of new	tenants,	lease	rates	and	estimated	length	of	tenancy	and	ongoing	cash	requirements.

We	review	our	tenant-related	intangible	assets	on	a	tenant	by	tenant	basis	for	indicators	of	impairment,	such	as	high	levels	of	turnover	or	attrition,	non-renewal of	a	significant	number	of	contracts	or	the	cancellation	or	termination	of	a	relationship.	We	assess	recoverability	by	determining	whether	the	carrying	amount	of the	tenant-related	intangible	assets	will	be	recovered	primarily	through	projected	undiscounted	future	cash	flows.

If	the	sum	of	the	estimated	undiscounted	future	cash	flows	of	our	long-lived	assets	is	less	than	the	carrying	amount	of	the	assets,	an	impairment	loss	may	be recognized.	An	impairment	loss	would	be	based	on	the	fair	value	of	the	asset,	which	is	based	on	an	estimate	of	discounted	future	cash	flows	to	be	provided from	the	asset.	We	record	any	related	impairment	charge	in	the	period	in	which	we	identify	such	impairment.

•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.

Goodwill	is	recorded	in	the	applicable	segment	and	assessed	for	impairment	at	the	reporting	unit	level.	We	utilize	the	two	step	impairment	test	when	testing goodwill	for	impairment	and	we	employ	a	discounted	cash	flow	analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current operating	performance,	terminal	sales	growth	rate,	management's	expectations	of	future	operating	results	and	cash	requirements,	the	current	weighted	average cost	of	capital	and	an	expected	tax	rate.	Under	the	first	step	of	this	test,	we	compare	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach using	future	discounted	cash	flows,	to	the	carrying	amount	of	the	applicable	reporting	unit.	If	the	carrying	amount	exceeds	the	fair	value,	we	conduct	the	second step	of	this	test,	in	which	the	implied	fair	value	of	the	applicable	reporting	unit's	goodwill	is	compared	to	the	carrying	amount	of	that	goodwill.	If	the	carrying amount	of	goodwill	exceeds	its	implied	fair	value,	an	impairment	loss	would	be	recognized	for	the	amount	of	the	excess.

During	the	year	ended	December	31,	2016,	no	potential	impairment	was	identified	under	the	first	step	of	the	test.	The	fair	value	of	each	of	our	reporting	units was	in	excess	of	its	carrying	amount.

•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

costs	are	capitalized	as	part	of	the	carrying	amount	of	the	related	tower	assets	and	depreciated	over	their	estimated	useful	lives	and	the	liability	is	accreted through	the	obligation's	estimated	settlement	date.

We	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation,	which	resulted	in	a	net	decrease	in	the	estimated	obligation	of	$14.1 million	during	the	year	ended	December	31,	2016.	The	change	in	2016	primarily	resulted	from	changes	in	timing	of	certain	settlement	date	and	cost assumptions.	Fair	value	estimates	of	liabilities	for	asset	retirement	obligations	generally	involve	discounting	of	estimated	future	cash	flows.	Periodic	accretion of	such	liabilities	due	to	the	passage	of	time	is	included	in	Depreciation,	amortization	and	accretion	expense	in	the	consolidated	statements	of	operations.	The significant	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation	are:	timing	of	tower	removals;	cost	of	tower	removals;	timing	and	number of	land	lease	renewals;	expected	inflation	rates;	and	credit-adjusted	risk-free	interest	rates	that	approximate	our	incremental	borrowing	rate.	While	we	feel	the assumptions	are	appropriate,	there	can	be	no	assurances	that	actual	costs	and	the	probability	of	incurring	obligations	will	not	differ	from	these	estimates.	We will	continue	to	review	these	assumptions	periodically	and	we	may	need	to	adjust	them	as	necessary.

•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.

We	derive	the	largest	portion	of	our	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	tenants	in	the telecommunications	industry,	and	56%	of	our	revenues	are	derived	from	four	tenants	in	the	industry.	In	addition,	we	have	concentrations	of	credit	risk	in certain	geographic	areas.	We	mitigate	the	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively	monitoring	the	creditworthiness	of our	borrowers	and	tenants.	In	recognizing	tenant	revenue	we	assess	the	collectibility	of	both	the	amounts	billed	and	the	portion	recognized	on	a	straight-line basis.	This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately	determine	the	collectibility	of	the	amounts billed.	To	the	extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until	such	point	as	the	uncertainty	is resolved.	Any	amounts	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible	are	charged	to	bad	debt	expense.	Accounts receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting	from	a	tenant's	inability	to	make	required	payments	and allowances	for	amounts	invoiced	whose	collectibility	is	not	reasonably	assured.

•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.

We	periodically	review	our	deferred	tax	assets,	and	we	record	a	valuation	allowance	if,	based	on	the	available	evidence,	it	is	more	likely	than	not	that	some	or all	of	the	deferred	tax	assets	will	not	be	realized.	Management	assesses	the	available	positive	and	negative	evidence	to	estimate	if	sufficient	future	taxable income	will	be	generated	to	use	the	existing	deferred	tax	assets.	Valuation	allowances	would	be	reversed	as	a	reduction	to	the	provision	for	income	taxes,	if related	deferred	tax	assets	are	deemed	realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.

We	recognize	the	benefit	of	uncertain	tax	positions	when,	in	management's	judgment,	it	is	more	likely	than	not	that	positions	we	have	taken	in	our	tax	returns will	be	sustained	upon	examination,	which	are	measured	at	the	largest	amount	that	is	greater	than	50%	likely	of	being	realized	upon	settlement.	We	adjust	our tax	liabilities	when	our	judgment	changes	as	a	result	of	the	evaluation	of	new	information	or	information	not	previously	available.	Due	to	the	complexity	of some	of	these	uncertainties,	the	ultimate	resolution	may	result	in	a	payment	that	is	materially	different	from	our	current	estimate	of	the	tax	liabilities.	These differences	will	be	reflected	as	increases	or	decreases	to	income	tax	expense	in	the	period	in	which	additional	information	is	available	or	the	position	is ultimately	settled	under	audit.

We	consider	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	the	United	States	on	the	basis	of	estimates	that	future	domestic cash	generation	will	be	sufficient	to	meet	future	domestic	cash	needs.	Should	we	decide	to	repatriate	the	foreign	earnings,	we	may	have	to	adjust	the	income	tax provision	in	the	period	we	determined	that	the	earnings	will	no	longer	be	indefinitely	invested	outside	of	the	United	States.

# Accounting	Standards	Update

For	a	discussion	of	recent	accounting	standards	updates,	see	note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# ITEM	7A. QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

The	following	table	provides	information	as	of	December	31,	2016	about	our	market	risk	exposure	associated	with	changing	interest	rates.	For	long-term	debt obligations,	the	table	presents	principal	cash	flows	by	maturity	date	and	average	interest	rates	related	to	outstanding	obligations.	For	interest	rate	swaps,	the	table presents	notional	principal	amounts	and	weighted-average	interest	rates	(in	thousands,	except	percentages).	For	more	information,	see	Item	7	of	this	Annual	Report under	the	caption	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations—Liquidity	and	Capital	Resources"	and	note	8	to	our consolidated	financial	statements	included	in	this	Annual	Report.

| Long-Term	Debt | 2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | Fair	Value |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt\t(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\tInterest\tRate |  |  |  |  |  |  |  |  |  |
| (a) | 10.30% | 3.94% | 5.49% | 4.28% | 4.15% | 3.81% |  |  |  |
| Variable\tRate\tDebt\t(b) | $49,012 | $51,234 | $55,611 | $598,801 | $38,340 | $2,419,712 | $3,212,710 | $3,209,586 |  |
| Weighted-Average\tInterest\tRate |  |  |  |  |  |  |  |  |  |
| (b)(c) | 9.49% | 9.45% | 9.29% | 2.69% | 9.39% | 2.33% |  |  |  |
| Interest\tRate\tSwaps |  |  |  |  |  |  |  |  |  |
| Hedged\tVariable-Rate\tNotional\nAmount | $4,999 | $4,999 | $4,999 | $6,665 | $6,665 | $— | $28,327 | $(3) | (d) |
| Fixed\tRate\tDebt\tRate\t(e) |  |  |  |  |  |  | 9.74% |  |  |
| Hedged\tFixed-Rate\tNotional\nAmount | $— | $— | $— | $— | $— | $600,000 | $600,000 | $24,682 | (f) |

(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.

(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.

# Interest	Rate	Risk

As	of	December	31,	2016,	we	have	one	interest	rate	swap	agreement	related	to	debt	in	Colombia.	This	swap	has	been	designated	as	a	cash	flow	hedge,	has	a notional	amount	of	$28.3	million	and	an	interest	rate	of	5.74%	and	expires	in	April	2021.	We	also	have	three	interest	rate	swap	agreements	related	to	the	2.250%	Notes. These	swaps	have	been	designated	as	fair	value	hedges,	have	an	aggregate	notional	amount	of	$600.0	million	and	an	interest	rate	of	one-month	LIBOR	plus	applicable spreads	and	expire	in	January	2022.

Changes	in	interest	rates	can	cause	interest	charges	to	fluctuate	on	our	variable	rate	debt.	Variable	rate	debt	as	of	December	31,	2016	consisted	of	$1,385.0	million under	the	2014	Credit	Facility,	$540.0	million	under	the	2013	Credit	Facility,	$1,000.0	million	under	the	Term	Loan,	$600.0	million	under	the	interest	rate	swap agreements	related	to	the	2.250%	Notes,	$84.7	million	under	the	South	African	credit	facility,	$28.3	million	under	the	Colombian	credit	facility	after	giving	effect	to	our interest	rate	swap	agreements,	$101.0	million	under	the	BR	Towers	debentures	and	$45.3	million	under	the	Brazil	credit	facility.	A	10%	increase	in	current	interest	rates would	result	in	an	additional	$10.0	million	of	interest	expense	for	the	year	ended	December	31,	2016.

# Foreign	Currency	Risk

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	primarily	in	connection	with	our	foreign	subsidiaries	and	joint	ventures internationally.	Any	transaction	denominated	in	a	currency	other	than	the	U.S.	Dollar	is	reported

in	U.S.	Dollars	at	the	applicable	exchange	rate.	All	assets	and	liabilities	are	translated	into	U.S.	Dollars	at	exchange	rates	in	effect	at	the	end	of	the	applicable	fiscal reporting	period	and	all	revenues	and	expenses	are	translated	at	average	rates	for	the	period.	The	cumulative	translation	effect	is	included	in	equity	as	a	component	of Accumulated	other	comprehensive	loss.	We	may	enter	into	additional	foreign	currency	financial	instruments	in	anticipation	of	future	transactions	to	minimize	the	impact of	foreign	currency	fluctuations.	For	the	year	ended	December	31,	2016,	40%	of	our	revenues	and	45%	of	our	total	operating	expenses	were	denominated	in	foreign currencies.

As	of	December	31,	2016,	we	have	incurred	intercompany	debt	that	is	not	considered	to	be	permanently	reinvested,	and	similar	unaffiliated	balances	that	were denominated	in	a	currency	other	than	the	functional	currency	of	the	subsidiary	in	which	it	is	recorded.	As	this	debt	had	not	been	designated	as	being	a	long-term investment	in	nature,	any	changes	in	the	foreign	currency	exchange	rates	will	result	in	unrealized	gains	or	losses,	which	will	be	included	in	our	determination	of	net income.	An	adverse	change	of	10%	in	the	underlying	exchange	rates	of	our	unsettled	intercompany	debt	and	similar	unaffiliated	balances	would	result	in	$38.0	million of	unrealized	losses	that	would	be	included	in	Other	expense	in	our	consolidated	statements	of	operations	for	the	year	ended	December	31,	2016.

# 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

# Disclosure	Controls	and	Procedures

We	have	established	disclosure	controls	and	procedures	designed	to	ensure	that	material	information	relating	to	us,	including	our	consolidated	subsidiaries,	is made	known	to	the	officers	who	certify	our	financial	reports	and	to	other	members	of	senior	management	and	the	Board	of	Directors.

Our	management,	with	the	participation	of	our	principal	executive	officer	and	principal	financial	officer,	evaluated	the	effectiveness	of	the	design	and	operation	of our	disclosure	controls	and	procedures	(as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act)	as	of	the	end	of	the	period	covered	by	this	Annual	Report. Based	on	this	evaluation,	our	principal	executive	officer	and	principal	financial	officer	concluded	that	these	disclosure	controls	and	procedures	were	effective	as	of December	31,	2016	and	designed	to	ensure	that	the	information	required	to	be	disclosed	in	our	reports	filed	or	submitted	under	the	Exchange	Act	is	recorded,	processed, summarized	and	reported	within	the	requisite	time	periods	specified	in	the	applicable	rules	and	forms,	and	that	it	is	accumulated	and	communicated	to	our	management, including	our	principal	executive	officer	and	principal	financial	officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosure.

# Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting

Our	management,	with	the	participation	of	our	principal	executive	officer	and	principal	financial	officer,	is	responsible	for	establishing	and	maintaining	adequate internal	control	over	financial	reporting	as	defined	in	Rules	13a-15(f)	and	15d-15(f)	under	the	Exchange	Act.	Our	internal	control	system	is	designed	to	provide reasonable	assurance	to	our	management	and	Board	of	Directors	regarding	the	preparation	and	fair	presentation	of	published	financial	statements.

Our	management	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2016.	As	discussed	in	Item	1	of	this	Annual	Report under	the	caption	"Business"	and	in	note	6	to	our	consolidated	financial	statements	included	in	this	Annual	Report,	we	completed	our	acquisition	of	Viom	(which	was subsequently	renamed	ATC	TIPL)	in	April	2016.	As	permitted	by	the	rules	and	regulations	of	the	SEC,	we	excluded	from	our	assessment	the	internal	control	over financial	reporting	at	ATC	TIPL,	whose	financial	statements	reflect	total	assets	and	revenues	constituting	12%	and	10%,	respectively,	of	the	consolidated	financial statement	amounts	as	of	and	for	the	year	ended	December	31,	2016.

In	making	its	assessment	of	internal	control	over	financial	reporting,	our	management	used	the	criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of the	Treadway	Commission	in	Internal	Control—Integrated	Framework	(2013).	Based	on	this	assessment,	management	concluded	that,	as	of	December	31,	2016,	our internal	control	over	financial	reporting	is	effective.

Deloitte	&	Touche	LLP,	an	independent	registered	public	accounting	firm	that	audited	our	financial	statements	included	in	this	Annual	Report,	has	issued	an attestation	report	on	management's	internal	control	over	financial	reporting,	which	is	included	in	this	Item	9A	under	the	caption	"Report	of	Independent	Registered Public	Accounting	Firm."

# Changes	in	Internal	Control	over	Financial	Reporting

There	have	been	no	changes	in	our	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Exchange	Act)	during	the	fiscal	quarter	ended December	31,	2016	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.	As	set	forth	above,	we excluded	from	our	assessment	the	internal	control	over	financial	reporting	at	ATC	TIPL	for	the	year	ended	December	31,	2016.	We	consider	ATC	TIPL	material	to	our results	of	operations,	financial	position	and	cash	flows,	and	we	are	in	the	process	of	integrating	the	internal	control	procedures	of	ATC	TIPL	into	our	internal	control structure.

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# To	the	Board	of	Directors	and	Stockholders	of

# Boston,	Massachusetts

We	have	audited	the	internal	control	over	financial	reporting	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2016,	based on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.		As described	in	Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting,	management	excluded	from	its	assessment	the	internal	control	over	financial reporting	at	ATC	Telecom	Infrastructure	Private	Limited	(f/k/a	Viom	Networks	Limited),	which	was	acquired	on	April	21,	2016,	and	whose	financial	statements constitute	12%	of	total	assets	and	10%	of	revenues	of	the	consolidated	financial	statement	amounts	as	of	and	for	the	year	ended	December	31,	2016.	Accordingly,	our audit	did	not	include	the	internal	control	over	financial	reporting	at	ATC	Telecom	Infrastructure	Private	Limited	(f/k/a	Viom	Networks	Limited).	The	Company's management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial reporting,	included	in	the	accompanying	Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting.		Our	responsibility	is	to	express	an	opinion	on	the Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).		Those	standards	require	that	we plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.		We believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	the	company's	principal	executive	and	principal financial	officers,	or	persons	performing	similar	functions,	and	effected	by	the	company's	board	of	directors,	management,	and	other	personnel	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.		A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management	override	of	controls, material	misstatements	due	to	error	or	fraud	may	not	be	prevented	or	detected	on	a	timely	basis.		Also,	projections	of	any	evaluation	of	the	effectiveness	of	the	internal control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that	the	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2016,	based	on	the	criteria established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	financial	statements and	financial	statement	schedule	as	of	and	for	the	year	ended	December	31,	2016	of	the	Company	and	our	report	dated	February	27,	2017,	expressed	an	unqualified opinion	on	those	financial	statements	and	financial	statement	schedule.

/s/	DELOITTE	&	TOUCHE	LLP

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Our	executive	officers	and	their	respective	ages	and	positions	as	of	February	17,	2017	are	set	forth	below:

Amit	Sharma 66 	 Executive	Vice	President	and	President,	Asia

James	D.	Taiclet,	Jr.	is	our	Chairman,	President	and	Chief	Executive	Officer.	Mr.	Taiclet	was	appointed	President	and	Chief	Operating	Officer	in	September 2001,	was	named	Chief	Executive	Officer	in	October	2003	and	was	selected	as	Chairman	of	the	Board	in	February	2004.	Prior	to	joining	us,	Mr.	Taiclet	served	as President	of	Honeywell	Aerospace	Services,	a	unit	of	Honeywell	International,	and	prior	to	that	as	Vice	President,	Engine	Services	at	Pratt	&	Whitney,	a	unit	of	United Technologies	Corporation.	He	was	also	previously	a	consultant	at	McKinsey	&	Company,	specializing	in	telecommunications	and	aerospace	strategy	and	operations.	Mr. Taiclet	began	his	career	as	a	United	States	Air	Force	officer	and	pilot.	He	holds	a	Master's	Degree	in	Public	Affairs	from	Princeton	University,	where	he	was	awarded	a fellowship	at	the	Woodrow	Wilson	School,	and	is	a	Distinguished	Graduate	of	the	United	States	Air	Force	Academy	with	majors	in	Engineering	and	International Relations.	Mr.	Taiclet	is	a	member	of	the	Council	on	Foreign	Relations,	the	Business	Roundtable	and	the	Commercial	Club	of	Boston.	He	also	serves	as	a	member	of	the Executive	Board	of	the	National	Association	of	Real	Estate	Investment	Trusts	(NAREIT),	the	Board	of	Trustees	of	Brigham	and	Women's	Healthcare,	Inc.,	in	Boston, Massachusetts,	and	the	Advisory	Council	for	the	Princeton	University	Woodrow	Wilson	School	of	Public	and	International	Affairs.	In	August	2015,	Mr.	Taiclet	was appointed	to	the	U.S.-India	CEO	Forum	by	the	U.S.	Department	of	Commerce.

Thomas	A.	Bartlett	is	our	Executive	Vice	President	and	Chief	Financial	Officer.	Mr.	Bartlett	joined	us	in	April	2009	as	Executive	Vice	President	and	Chief Financial	Officer,	and	assumed	the	role	of	Treasurer	from	February	2012	until	December	2013.	Prior	to	joining	us,	Mr.	Bartlett	served	as	Senior	Vice	President	and Corporate	Controller	with	Verizon	Communications,	Inc.	since	November	2005.	In	this	role,	he	was	responsible	for	corporate-wide	accounting,	tax	planning	and compliance,	SEC	financial	reporting,	budget	reporting	and	analysis	and	capital	expenditures	planning	functions.	Mr.	Bartlett	previously	held	the	roles	of	Senior	Vice President	and	Treasurer,	as	well	as	Senior	Vice	President	Investor	Relations.	During	his	twenty-five	year	career	with	Verizon	Communications	and	its	predecessor companies	and	affiliates,	he	served	in	numerous	operations	and	business	development	roles,	including	as	the	President	and	Chief	Executive	Officer	of	Bell	Atlantic International	Wireless	from	1995	through	2000,	where	he	was	responsible	for	wireless	activities	in	North	America,	Latin	America,	Europe	and	Asia,	and	was	also	an area	President	in	Verizon's	U.S.	wireless	business	responsible	for	all	operational	aspects	in	both	the	Northeast	and	Mid-Atlantic	states.	Mr.	Bartlett	began	his	career	at Deloitte,	Haskins	&	Sells.	Mr.	Bartlett	currently	serves	on	the	board	of	directors	of	Equinix,	Inc.	Mr.	Bartlett	earned	an	M.B.A.	from	Rutgers	University,	a	Bachelor	of Science	in	Engineering	from	Lehigh	University	and	became	a	Certified	Public	Accountant.

Edmund	DiSanto	is	our	Executive	Vice	President,	Chief	Administrative	Officer,	General	Counsel	and	Secretary.	Prior	to	joining	us	in	April	2007,	Mr.	DiSanto was	with	Pratt	&	Whitney,	a	unit	of	United	Technologies	Corporation.	Mr.	DiSanto	started	with	United	Technologies	in	1989,	where	he	first	served	as	Assistant	General Counsel	of	its	Carrier	subsidiary,	then	corporate	Executive	Assistant	to	the	Chairman	and	Chief	Executive	Officer	of	United	Technologies.	From	1997,	he	held	various legal	and	business	roles	at	its	Pratt	&	Whitney	unit,	including	Deputy	General	Counsel	and	most	recently,	Vice	President,	Global	Service	Partners,	Business Development.	Prior	to	joining	United	Technologies,	Mr.	DiSanto	served	in	a	number	of	legal	and	related	positions	at	United	Dominion	Industries	and	New	England Electric	Systems.	Mr.	DiSanto	earned	a	J.D.	from	Boston	College	Law	School	and	a	Bachelor	of	Science	from	Northeastern	University.	In	2013,	Mr.	DiSanto	became	a member	of	the	board	of	directors	of	the	Business	Council	for	International	Understanding.

William	H.	Hess	is	our	Executive	Vice	President,	International	Operations	and	President,	Latin	America	and	EMEA.	Mr.	Hess	joined	us	in	March	2001	as	Chief Financial	Officer	of	American	Tower	International	and	was	appointed	Executive	Vice	President	in	June	2001.	Mr.	Hess	was	appointed	Executive	Vice	President, General	Counsel	in	September	2002,	and	in

February	2007,	Mr.	Hess	was	appointed	Executive	Vice	President,	International	Operations.	Mr.	Hess	relinquished	the	position	of	General	Counsel	in	April	2007	when he	was	named	President	of	our	Latin	American	operations.	In	March	2009,	Mr.	Hess	also	became	responsible	for	the	Europe,	Middle	East	and	Africa	(EMEA)	territory. Prior	to	joining	us,	Mr.	Hess	had	been	a	partner	in	the	corporate	and	finance	practice	group	of	the	law	firm	of	King	&	Spalding	LLP,	which	he	joined	in	1990.	Prior	to attending	law	school,	Mr.	Hess	practiced	as	a	Certified	Public	Accountant	with	Arthur	Young	&	Co.	Mr.	Hess	received	a	J.D.	from	Vanderbilt	University	School	of	Law and	is	a	graduate	of	Harding	University.	Mr.	Hess	is	on	the	Board	of	Trustees	of	the	U.S.-Africa	Business	Center	for	the	U.S.	Chamber	of	Commerce	and	a	participant	of the	World	Economic	Forum.

Steven	C.	Marshall	is	our	Executive	Vice	President	and	President,	U.S.	Tower	Division.	Mr.	Marshall	served	as	our	Executive	Vice	President,	International Business	Development	from	November	2007	through	March	2009,	at	which	time	he	was	appointed	to	his	current	position.	Prior	to	joining	us,	Mr.	Marshall	was	with National	Grid	Plc,	where	he	served	in	a	number	of	leadership	and	business	development	positions	since	1997.	Between	2003	and	2007,	Mr.	Marshall	was	Chief Executive	Officer,	National	Grid	Wireless,	where	he	led	National	Grid's	wireless	tower	infrastructure	business	in	the	United	States	and	United	Kingdom,	and	held directorships	with	Digital	UK	and	FreeView	during	this	period.	In	addition,	while	at	National	Grid,	as	well	as	during	earlier	tenures	at	Costain	Group	Plc	and	Tootal Group	Plc,	he	led	operational	and	business	development	efforts	in	Latin	America,	India,	Southeast	Asia,	Africa	and	the	Middle	East.	Mr.	Marshall	has	served	as	director for	WIA	-	The	Wireless	Infrastructure	Association,	formerly	known	as	PCIA,	since	October	2010,	and	in	April	2011,	he	was	appointed	a	director	of	the	Competitive Carriers	Association,	formerly	known	as	the	Rural	Cellular	Association.	In	January	2017,	Mr.	Marshall	was	appointed	as	a	director	of	CTIA	-	the	Wireless	Association. Mr.	Marshall	earned	an	M.B.A.	from	Manchester	Business	School	in	Manchester,	England	and	a	Bachelor	of	Science	with	honors	in	Building	and	Civil	Engineering from	the	Victoria	University	of	Manchester,	England.

Robert	J.	Meyer,	Jr.	is	our	Senior	Vice	President,	Finance	and	Corporate	Controller.	Mr.	Meyer	joined	us	in	August	2008.	Prior	to	joining	us,	Mr.	Meyer	was with	Bright	Horizons	Family	Solutions	since	1998,	a	provider	of	child	care,	early	education	and	work/life	consulting	services,	where	he	most	recently	served	as	Chief Accounting	Officer.	Mr.	Meyer	also	served	as	Corporate	Controller	and	Vice	President	of	Finance	while	at	Bright	Horizons.	Prior	to	that,	from	1997	to	1998,	Mr.	Meyer served	as	Director	of	Financial	Planning	and	Analysis	at	First	Security	Services	Corp.	Mr.	Meyer	earned	a	Masters	in	Finance	from	Bentley	University	and	a	Bachelor	of Science	in	Accounting	from	Marquette	University,	and	is	also	a	Certified	Public	Accountant.

Amit	Sharma	is	our	Executive	Vice	President	and	President,	Asia.	Mr.	Sharma	joined	us	in	September	2007.	Prior	to	joining	us,	since	1992,	Mr.	Sharma	worked at	Motorola,	where	he	led	country	teams	in	India	and	Southeast	Asia,	including	as	Country	President,	India	and	as	Head	of	Strategy,	Asia-Pacific.	Mr.	Sharma	also served	on	Motorola's	Asia-Pacific	Board	and	was	a	member	of	its	senior	leadership	team.	Mr.	Sharma	also	worked	at	GE	Capital,	serving	as	Vice	President,	Strategy and	Business	Development,	and	prior	to	that,	with	McKinsey,	New	York,	serving	as	a	core	member	of	the	firm's	Electronics	and	Marketing	Practices.	Mr.	Sharma earned	an	M.B.A.	in	International	Business	from	the	Wharton	School,	University	of	Pennsylvania,	where	he	was	on	the	Dean's	List	and	the	Director's	Honors	List.	Mr. Sharma	also	holds	a	Master	of	Science	in	Computer	Science	from	the	Moore	School,	University	of	Pennsylvania,	and	a	Bachelor	of	Technology	in	Mechanical Engineering	from	the	Indian	Institute	of	Technology.

The	information	under	"Election	of	Directors"	and	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	from	the	Definitive	Proxy	Statement	is incorporated	herein	by	reference.	Information	required	by	this	item	pursuant	to	Item	407(c)(3)	of	SEC	Regulation	S-K	relating	to	our	procedures	by	which	security holders	may	recommend	nominees	to	our	Board	of	Directors,	and	pursuant	to	Item	407(d)(4)	and	407(d)(5)	of	SEC	Regulation	S-K	relating	to	our	audit	committee financial	experts	and	identification	of	the	audit	committee	of	our	Board	of	Directors,	is	contained	in	the	Definitive	Proxy	Statement	under	"Corporate	Governance"	and is	incorporated	herein	by	reference.

Information	regarding	our	Code	of	Conduct	applicable	to	our	principal	executive	officer,	our	principal	financial	officer,	our	controller	and	other	senior	financial officers	appears	in	Item	1	of	this	Annual	Report	under	the	caption	"Business—Available	Information."

# ITEM	11. EXECUTIVE	COMPENSATION

The	information	under	"Compensation	and	Other	Information	Concerning	Directors	and	Officers"	from	the	Definitive	Proxy	Statement	is	incorporated	herein	by reference.

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER MATTERS

The	information	under	"Security	Ownership	of	Certain	Beneficial	Owners	and	Management"	and	"Securities	Authorized	for	Issuance	Under	Equity	Compensation Plans"	from	the	Definitive	Proxy	Statement	is	incorporated	herein	by	reference.

# ITEM	13. CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE

Information	required	by	this	item	pursuant	to	Item	404	of	SEC	Regulation	S-K	relating	to	approval	of	related	party	transactions	is	contained	in	the	Definitive Proxy	Statement	under	"Corporate	Governance"	and	is	incorporated	herein	by	reference.

Information	required	by	this	item	pursuant	to	Item	407(a)	of	SEC	Regulation	S-K	relating	to	director	independence	is	contained	in	the	Definitive	Proxy	Statement under	"Corporate	Governance"	and	is	incorporated	herein	by	reference.

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

The	information	under	"Independent	Auditor	Fees	and	Other	Matters"	from	the	Definitive	Proxy	Statement	is	incorporated	herein	by	reference.

# PART	IV

# ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

(a)				The	following	documents	are	filed	as	a	part	of	this	report:

1.	Financial	Statements.	See	Index	to	Consolidated	Financial	Statements,	which	appears	on	page	F-1	hereof.	The	financial	statements	listed	in	the accompanying	Index	to	Consolidated	Financial	Statements	are	filed	herewith	in	response	to	this	Item.

2.	Financial	Statement	Schedules.	American	Tower	Corporation	and	Subsidiaries	Schedule	III	–	Schedule	of	Real	Estate	and	Accumulated	Depreciation	is	filed herewith	in	response	to	this	Item.

3.	Exhibits.	See	Index	to	Exhibits.	The	exhibits	listed	in	the	Index	to	Exhibits	immediately	preceding	the	exhibits	are	filed	herewith	in	response	to	this	Item.

# SIGNATURES

# Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its behalf	by	the	undersigned,	thereunto	duly	authorized	on	the	27th	day	of	February,	2017.

James	D.	Taiclet,	Jr.

Chairman,	President	and	Chief	Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	duly	signed	below	by	the	following	persons	on	behalf	of	the Registrant	and	in	the	capacities	and	on	the	dates	indicated.

| /S/			JAMES	D.	TAICLET,	JR. | Chairman,	President	and	Chief	Executive	Officer | February	27,	2017 |
| :--- | :--- | :--- |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /S/\t\t\tTHOMAS\tA.\tBARTLETT | Executive\tVice\tPresident\tand\tChief\tFinancial\tOfficer | February\t27,\t2017 |
| Thomas\tA.\tBartlett | (Principal\tFinancial\tOfficer) |  |
| /S/\t\t\tROBERT\tJ.\tMEYER,\tJR | Senior\tVice\tPresident,\tFinance\tand\tCorporate | February\t27,\t2017 |
| Robert\tJ.\tMeyer,\tJr. | Controller\t(Principal\tAccounting\tOfficer) |  |
| /S/\t\t\tRAYMOND\tP.\tDOLAN | Director | February\t27,\t2017 |
| Raymond\tP.\tDolan |  |  |
| /S/\t\t\tROBERT\tD.\tHORMATS | Director | February\t27,\t2017 |
| Robert\tD.\tHormats |  |  |
| /S/\tCAROLYN\tF.\tKATZ | Director | February\t27,\t2017 |
| Carolyn\tF.\tKatz |  |  |
| /S/\t\tGUSTAVO\tLARA\tCANTU | Director | February\t27,\t2017 |
| Gustavo\tLara\tCantu |  |  |
| /S/\t\t\tCRAIG\tMACNAB | Director | February\t27,\t2017 |
| Craig\tMacnab |  |  |
| /S/\t\t\tJOANN\tA.\tREED | Director | February\t27,\t2017 |
| JoAnn\tA.\tReed |  |  |
| /S/\t\t\tPAMELA\tD.\tA.\tREEVE | Director | February\t27,\t2017 |
| Pamela\tD.\tA.\tReeve |  |  |
| /S/\t\t\tDAVID\tE.\tSHARBUTT | Director | February\t27,\t2017 |

# AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

We	have	audited	the	accompanying	consolidated	balance	sheets	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2016	and 2015,	and	the	related	consolidated	statements	of	operations,	comprehensive	income	(loss),	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended December	31,	2016.		Our	audits	also	included	the	financial	statement	schedule	listed	in	the	Index	at	Item	15.	These	financial	statements	and	financial	statement	schedule are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	the	financial	statements	and	financial	statement	schedule	based	on our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).		Those	standards	require	that	we	plan and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement.		An	audit	includes	examining,	on	a	test basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.		An	audit	also	includes	assessing	the	accounting	principles	used	and	significant estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.		We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31,	2016	and 2015,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2016,	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.	Also,	in	our	opinion,	such	financial	statement	schedule,	when	considered	in	relation	to	the	basic	consolidated financial	statements	taken	as	a	whole,	presents	fairly,	in	all	material	respects,	the	information	set	forth	therein.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's	internal	control	over financial	reporting	as	of	December	31,	2016,	based	on	the	criteria	established	in	Internal	Control-Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission,	and	our	report	dated	February	27,	2017	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial reporting.

Boston,	Massachusetts February	27,	2017

# CONSOLIDATED	BALANCE	SHEETS

# (in	thousands,	except	share	data)

|  | December	31,	2016 | December	31,	2015 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $787,161 | $320,686 |
| Restricted\tcash | 149,281 | 142,193 |
| Short-term\tinvestments | 4,026 | — |
| Accounts\treceivable,\tnet | 308,369 | 227,354 |
| Prepaid\tand\tother\tcurrent\tassets | 441,033 | 306,235 |
| Total\tcurrent\tassets | 1,689,870 | 996,468 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 10,517,258 | 9,866,424 |
| GOODWILL | 5,070,680 | 4,091,805 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 11,274,611 | 9,837,876 |
| DEFERRED\tTAX\tASSET | 195,678 | 212,041 |
| DEFERRED\tRENT\tASSET | 1,289,530 | 1,166,755 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tNON-CURRENT\tASSETS | 841,523 | 732,903 |
| TOTAL | $30,879,150 | $26,904,272 |
| LIABILITIES |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable | $118,666 | $96,714 |
| Accrued\texpenses | 620,563 | 516,413 |
| Distributions\tpayable | 250,550 | 210,027 |
| Accrued\tinterest | 157,297 | 115,672 |
| Current\tportion\tof\tlong-term\tobligations | 238,806 | 50,202 |
| Unearned\trevenue | 245,387 | 211,001 |
| Total\tcurrent\tliabilities | 1,631,269 | 1,200,029 |
| LONG-TERM\tOBLIGATIONS | 18,294,659 | 17,068,807 |
| ASSET\tRETIREMENT\tOBLIGATIONS | 965,507 | 856,936 |
| DEFERRED\tTAX\tLIABILITY | 777,572 | 106,333 |
| OTHER\tNON-CURRENT\tLIABILITIES | 1,142,723 | 959,349 |
| Total\tliabilities | 22,811,730 | 20,191,454 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| REDEEMABLE\tNONCONTROLLING\tINTERESTS | 1,091,220 | — |
| EQUITY: |  |  |
| Preferred\tstock:\t$.01\tpar\tvalue;\t20,000,000\tshares\tauthorized; |  |  |
|  | 60 | 60 |
|  | 14 | 14 |
| shares\tissued;\tand\t427,102,510\tand\t423,885,253\tshares\toutstanding,\trespectively | 4,299 | 4,267 |
| Additional\tpaid-in\tcapital | 10,043,559 | 9,690,609 |
| Distributions\tin\texcess\tof\tearnings | (1,076,965) | (998,535) |
| Accumulated\tother\tcomprehensive\tloss | (1,999,332) | (1,836,996) |
| Treasury\tstock\t(2,810,026\tshares\tat\tcost) | (207,740) | (207,740) |
| Total\tAmerican\tTower\tCorporation\tequity | 6,763,895 | 6,651,679 |
| Noncontrolling\tinterests | 212,305 | 61,139 |
| Total\tequity | 6,976,200 | 6,712,818 |
| TOTAL | $30,879,150 | $26,904,272 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (in	thousands,	except	per	share	data)

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Property | $5,713,126 | $4,680,388 | $4,006,854 |
| Services | 72,542 | 91,128 | 93,194 |
| Total\toperating\trevenues | 5,785,668 | 4,771,516 | 4,100,048 |
| \tOPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow): |  |  |  |
| Property\t(including\tstock-based\tcompensation\texpense\tof\t$1,750,\t$1,614\tand\t$1,397,\trespectively) | 1,762,694 | 1,275,436 | 1,056,177 |
| Services\t(including\tstock-based\tcompensation\texpense\tof\t$688,\t$439\tand\t$440,\trespectively) | 27,695 | 33,432 | 38,088 |
| Depreciation,\tamortization\tand\taccretion | 1,525,635 | 1,285,328 | 1,003,802 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\nof\t$87,460,\t$88,484\tand\t$78,316,\trespectively) | 543,395 | 497,835 | 446,542 |
| Other\toperating\texpenses | 73,220 | 66,696 | 68,517 |
| Total\toperating\texpenses | 3,932,639 | 3,158,727 | 2,613,126 |
| OPERATING\tINCOME | 1,853,029 | 1,612,789 | 1,486,922 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,163,\t$820\tand\t$1,482,\trespectively | 10,960 | 11,209 | 10,547 |
| Interest\tincome | 25,618 | 16,479 | 14,002 |
| Interest\texpense | (717,125) | (595,949) | (580,234) |
| Gain\t(loss)\ton\tretirement\tof\tlong-term\tobligations | 1,168 | (79,606) | (3,473) |
| Other\texpense\t(including\tunrealized\tforeign\tcurrency\tlosses\tof\t$23,439,\t$71,473\tand\t$49,319,\nrespectively) |  |  |  |
|  | (47,790) | (134,960) | (62,060) |
| Total\tother\texpense | (727,169) | (782,827) | (621,218) |
| INCOME\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tINCOME\tTAXES | 1,125,860 | 829,962 | 865,704 |
| Income\ttax\tprovision | (155,501) | (157,955) | (62,505) |
| NET\tINCOME | 970,359 | 672,007 | 803,199 |
| Net\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (13,934) | 13,067 | 21,711 |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION\tSTOCKHOLDERS | 956,425 | 685,074 | 824,910 |
| Dividends\ton\tpreferred\tstock | (107,125) | (90,163) | (23,888) |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION\tCOMMON\nSTOCKHOLDERS | $849,300 | $594,911 | $801,022 |
| NET\tINCOME\tPER\tCOMMON\tSHARE\tAMOUNTS: |  |  |  |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $2.00 | $1.42 | $2.02 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $1.98 | $1.41 | $2.00 |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING: |  |  |  |
| BASIC | 425,143 | 418,907 | 395,958 |
| DILUTED | 429,283 | 423,015 | 400,086 |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME	(LOSS)

# (in	thousands)

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Net\tincome | $970,359 | $672,007 | $803,199 |
| Other\tcomprehensive\t(loss)\tincome: |  |  |  |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax\texpense\t(benefit)\tof\t$0,\t$73\tand\t$(151),\nrespectively | (449) | 948 | (1,931) |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome,\tnet\tof\ttax\texpense\n(benefit)\tof\t$0,\t$84\tand\t$(158),\trespectively | (291) | 2,440 | 3,448 |
| Foreign\tcurrency\ttranslation\tadjustments,\tnet\tof\ttax\texpense\t(benefit)\tof\t$3,782,\t$(24,857)\tand |  |  |  |
| $(14,247),\trespectively | (202,819) | (1,078,950) | (526,890) |
| Other\tcomprehensive\tloss | (203,559) | (1,075,562) | (525,373) |
| Comprehensive\tincome\t(loss) | 766,800 | (403,555) | 277,826 |
| Comprehensive\tloss\tattributable\tto\tnoncontrolling\tinterest | 18,218 | 45,854 | 64,083 |
| Comprehensive\tincome\t(loss)\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | $785,018 | $(357,701) | $341,909 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | Preferred	Stock	- | Preferred	Stock	- | Preferred	Stock	- | Preferred	Stock	- |  |  |  |  |  | Accumulated |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Series\tA |  | Series\tB |  | Common\tStock |  | Treasury\tStock |  | Additional | Other | Distributions |  |  |
|  | Issued\nShares | Amount | Issued\nShares | Amount | Issued\nShares | Amount | Shares | Amount | Paid-in\nCapital | Comprehensive\nLoss | in\tExcess\tof\nEarnings | Noncontrolling\nInterest | Total\nEquity |
| BALANCE,\tJANUARY\t1,\t2014 | — | $— | — | $— | 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\tcompensation\trelated\nactivity | — | — | — | — | 1,753,286 | 18 |  | — | 119,716 | — | — | — | 119,734 |
| Issuance\tof\tcommon\tstock—stock\npurchase\tplan | — | — | — | — | 81,115 | 1 |  | — | 5,717 | — | — | — | 5,718 |
| Issuance\tof\tpreferred\tstock | 6,000,000 | 60 | — | — | — | — |  | — | 582,599 | — | — | — | 582,659 |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\nhedges,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | (1,966) | — | 35 | (1,931) |
| Reclassification\tof\tunrealized |  |  |  |  |  |  |  |  |  |  |  |  |  |
| losses\ton\tcash\tflow\thedges\tto\tnet |  |  |  |  |  |  |  |  |  |  |  |  |  |
| income | — | — | — | — | — | — |  | — | — | 3,288 | — | 160 | 3,448 |
| Foreign\tcurrency\ttranslation\nadjustment,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | (484,323) | — | (42,567) | (526,890) |
| Contributions\tfrom\tnoncontrolling\ninterest | — | — | — | — | — | — |  | — | — | — | — | 123,526 | 123,526 |
| Distributions\tto\tnoncontrolling\ninterest | — | — | — | — | — | — |  | — | — | — | — | (566) | (566) |
| Purchase\tof\tnoncontrolling\tinterest | — | — | — | — | — | — |  | — | (49,862) | — | — | (14,960) | (64,822) |
| Common\tstock\tdistributions\ndeclared | — | — | — | — | — | — |  | — | — | — | (556,875) | — | (556,875) |
| Preferred\tstock\tdividends\tdeclared | — | — | — | — | — | — |  | — | — | — | (23,888) | — | (23,888) |
| Net\tincome\t(loss) | — | — | — | — | — | — |  | — | — | — | 824,910 | (21,711) | 803,199 |
| BALANCE,\tDECEMBER\t31,\t2014 | 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\tcompensation\trelated\nactivity | — | — | — | — | 1,253,236 | 12 |  | — | 117,206 | — | — | — | 117,218 |
| Issuance\tof\tcommon\tstock—stock\npurchase\tplan | — | — | — | — | 83,292 | 1 |  | — | 6,617 | — | — | — | 6,618 |
| Issuance\tof\tcommon\tstock | — | — | — | — | 25,850,000 | 259 |  | — | 2,440,068 | — | — | — | 2,440,327 |
| Issuance\tof\tpreferred\tstock | — | — | 1,375,000 | 14 | — | — |  | — | 1,337,932 | — | — | — | 1,337,946 |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\nhedges,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | 901 | — | 47 | 948 |
| Reclassification\tof\tunrealized |  |  |  |  |  |  |  |  |  |  |  |  |  |
| losses\ton\tcash\tflow\thedges\tto\tnet |  |  |  |  |  |  |  |  |  |  |  |  |  |
| income,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | 2,494 | — | (54) | 2,440 |
| Foreign\tcurrency\ttranslation\nadjustment,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | (1,046,170) | — | (32,780) | (1,078,950) |
| Contributions\tfrom\tnoncontrolling\ninterest | — | — | — | — | — | — |  | — | — | — | — | 8,073 | 8,073 |
| Distributions\tto\tnoncontrolling\ninterest | — | — | — | — | — | — |  | — | — | — | — | (872) | (872) |
| Common\tstock\tdistributions\ndeclared | — | — | — | — | — | — |  | — | — | — | (769,517) | — | (769,517) |
| Preferred\tstock\tdividends\tdeclared | — | — | — | — | — | — |  | — | — | — | (76,772) | — | (76,772) |
| Net\tincome\t(loss) | — | — | — | — | — | — |  | — | — | — | 685,074 | (13,067) | 672,007 |
| BALANCE,\tDECEMBER\t31,\t2015 | 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\tcompensation\trelated\nactivity | — | — | — | — | 1,959,123 | 19 |  | — | 155,052 | — | — | — | 155,071 |
| Issuance\tof\tcommon\tstock—stock\npurchase\tplan | — | — | — | — | 86,947 | 1 |  | — | 7,516 | — | — | — | 7,517 |
| Issuance\tof\tcommon\tstock | — | — | — | — | 1,171,187 | 12 |  | — | 120,773 | — | — | — | 120,785 |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\nhedges,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | (449) | — | — | (449) |
| Reclassification\tof\tunrealized\tgains\non\tcash\tflow\thedges\tto\tnet\tincome | — | — | — | — | — | — |  | — | — | (291) | — | — | (291) |
| Foreign\tcurrency\ttranslation\nadjustment,\tnet\tof\ttax | — | — | — | — | — | — |  | — | — | (170,667) | — | (8,717) | (179,384) |
| Contributions\tfrom\tnoncontrolling\ninterest\tholders | — | — | — | — | — | — |  | — | 69,609 | 9,071 | — | 160,804 | 239,484 |
| Distributions\tto\tnoncontrolling\ninterest\tholders | — | — | — | — | — | — |  | — | — | — | — | (1,004) | (1,004) |
| Common\tstock\tdistributions\ndeclared | — | — | — | — | — | — |  | — | — | — | (927,730) | — | (927,730) |
| Preferred\tstock\tdividends\tdeclared | — | — | — | — | — | — |  | — | — | — | (107,125) | — | (107,125) |
| Net\tincome | — | — | — | — | — | — |  | — | — | — | 956,425 | 83 | 956,508 |
| BALANCE,\tDECEMBER\t31,\t2016 | 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 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $970,359 | $672,007 | $803,199 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization\tand\taccretion | 1,525,635 | 1,285,328 | 1,003,802 |
| Stock-based\tcompensation\texpense | 89,898 | 90,537 | 80,153 |
| Decrease\tin\trestricted\tcash | 5,256 | 16,112 | 7,522 |
| Loss\ton\tinvestments,\tunrealized\tforeign\tcurrency\tloss\tand\tother\tnon-cash\texpense | 127,377 | 146,170 | 64,133 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\tnon-cash\trestructuring\tand\tmerger\trelated\texpenses | 50,653 | 29,852 | 26,143 |
| (Gain)\tloss\ton\tearly\tretirement\tof\tlong-term\tobligations | (1,168) | 79,750 | 3,379 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tdebt\tdiscounts\tand\tpremiums\tand\tother\tnon-cash\tinterest | 17,702 | 6,932 | (4,870) |
| Deferred\tincome\ttaxes | 26,957 | 7,764 | 1,384 |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |
| Accounts\treceivable | 11,352 | (56,312) | (84,529) |
| Prepaid\tand\tother\tassets | (83,229) | (91,113) | (1,437) |
| Deferred\trent\tasset | (131,660) | (154,959) | (122,230) |
| Accounts\tpayable\tand\taccrued\texpenses | (42,862) | 95,858 | 34,711 |
| Accrued\tinterest | 34,386 | (15,641) | 45,514 |
| Unearned\trevenue | 16,557 | 12,945 | 218,393 |
| Deferred\trent\tliability | 67,764 | 56,076 | 38,378 |
| Other\tnon-current\tliabilities | 18,627 | 1,746 | 20,944 |
| Cash\tprovided\tby\toperating\tactivities | 2,703,604 | 2,183,052 | 2,134,589 |
| CASH\tFLOWS\tFROM\tINVESTING\tACTIVITIES |  |  |  |
| Payments\tfor\tpurchase\tof\tproperty\tand\tequipment\tand\tconstruction\tactivities | (682,505) | (728,753) | (974,404) |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (1,416,373) | (1,961,056) | (1,010,637) |
| Payment\tfor\tVerizon\ttransaction | (4,748) | (5,059,462) | — |
| Proceeds\tfrom\tsale\tof\tassets,\tnet\tof\tcash | — | — | 15,464 |
| Proceeds\tfrom\tsales\tof\tshort-term\tinvestments\tand\tother\tnon-current\tassets | 13,056 | 1,032,320 | 1,434,831 |
| Payments\tfor\tshort-term\tinvestments | (750) | (1,022,816) | (1,395,316) |
| Deposits,\trestricted\tcash\tand\tother | (16,126) | (1,968) | (19,486) |
| Cash\tused\tfor\tinvesting\tactivities | (2,107,446) | (7,741,735) | (1,949,548) |
| CASH\tFLOWS\tFROM\tFINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tshort-term\tborrowings,\tnet | — | 9,043 | — |
| Borrowings\tunder\tcredit\tfacilities | 2,446,845 | 6,126,618 | 2,187,000 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes,\tnet | 3,236,383 | 1,492,298 | 1,415,844 |
| Proceeds\tfrom\tterm\tloan | — | 500,000 | — |
| Proceeds\tfrom\tother\tborrowings | — | 54,549 | 102,070 |
| Proceeds\tfrom\tissuance\tof\tsecurities\tin\tsecuritization\ttransaction | — | 875,000 | — |
| Repayments\tof\tnotes\tpayable,\tcredit\tfacilities,\tterm\tloan,\tsenior\tnotes\tand\tcapital\tleases | (5,093,747) | (6,393,405) | (3,903,144) |
| Contributions\tfrom\tnoncontrolling\tinterest\tholders,\tnet | 238,480 | 7,201 | 9,098 |
| Proceeds\tfrom\tstock\toptions\tand\tstock\tpurchase\tplan | 92,473 | 50,716 | 62,276 |
| Distributions\tpaid\ton\tcommon\tstock | (886,116) | (710,852) | (404,631) |
| Distributions\tpaid\ton\tpreferred\tstock | (107,125) | (84,647) | (16,013) |
| Proceeds\tfrom\tthe\tissuance\tof\tcommon\tstock,\tnet | — | 2,440,327 | — |
| Proceeds\tfrom\tthe\tissuance\tof\tpreferred\tstock,\tnet | — | 1,337,946 | 583,105 |
| Purchase\tof\tpreferred\tstock\tassumed\tin\tacquisition | — | — | (59,111) |
| Payment\tfor\tearly\tretirement\tof\tlong-term\tobligations | (86) | (85,672) | (11,593) |
| Deferred\tfinancing\tcosts\tand\tother\tfinancing\tactivities | (26,401) | (30,021) | (34,670) |
| Purchase\tof\tnoncontrolling\tinterest | — | — | (64,822) |
| Cash\t(used\tfor)\tprovided\tby\tfinancing\tactivities | (99,294) | 5,589,101 | (134,591) |
| Net\teffect\tof\tchanges\tin\tforeign\tcurrency\texchange\trates\ton\tcash\tand\tcash\tequivalents | (30,389) | (23,224) | (30,534) |
| NET\tINCREASE\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | 466,475 | 7,194 | 19,916 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tBEGINNING\tOF\tYEAR | 320,686 | 313,492 | 293,576 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tEND\tOF\tYEAR | $787,161 | $320,686 | $313,492 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	(together	with	its	subsidiaries,	"ATC"	or	the	"Company")	is	one	of	the	largest	global	real	estate	investment	trusts	and	a	leading independent	owner,	operator	and	developer	of	multitenant	communications	real	estate.	The	Company's	primary	business	is	the	leasing	of	space	on	communications	sites to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of other	industries,	which	the	Company	refers	to	as	its	property	operations.	Additionally,	the	Company	offers	tower-related	services	in	the	United	States,	including	site acquisition,	zoning	and	permitting	and	structural	analysis,	which	primarily	support	its	site	leasing	business,	including	the	addition	of	new	tenants	and	equipment	on	its sites,	which	the	Company	refers	to	as	its	services	operations.

The	Company's	portfolio	primarily	consists	of	towers	it	owns	and	towers	it	operates	pursuant	to	long-term	lease	arrangements,	as	well	as	distributed	antenna	system ("DAS")	networks,	which	provide	seamless	coverage	solutions	in	certain	in-building	and	outdoor	wireless	environments.	In	addition	to	the	communications	sites	in	its portfolio,	the	Company	manages	rooftop	and	tower	sites	for	property	owners	under	various	contractual	arrangements.	The	Company	also	holds	other telecommunications	infrastructure	and	property	interests	that	it	leases	to	communications	service	providers	and	third-party	tower	operators.

ATC	is	a	holding	company	that	conducts	its	operations	through	its	directly	and	indirectly	owned	subsidiaries	and	its	joint	ventures.	ATC's	principal	domestic	operating subsidiaries	are	American	Towers	LLC	and	SpectraSite	Communications,	LLC.	ATC	conducts	its	international	operations	primarily	through	its	subsidiary,	American Tower	International,	Inc.,	which	in	turn	conducts	operations	through	its	various	international	holding	and	operating	subsidiaries	and	joint	ventures.

The	Company	operates	as	a	real	estate	investment	trust	for	U.S.	federal	income	tax	purposes	("REIT").	Accordingly,	the	Company	generally	is	not	subject	to	U.S. federal	income	taxes	on	income	generated	by	its	REIT	operations,	including	the	income	derived	from	leasing	space	on	its	towers,	as	the	Company	receives	a	dividends paid	deduction	for	distributions	to	stockholders	that	generally	offsets	its	income	and	gains.		However,	the	Company	remains	obligated	to	pay	U.S.	federal	income	taxes on	earnings	from	its	domestic	taxable	REIT	subsidiaries	("TRSs").	In	addition,	the	Company's	international	assets	and	operations,	regardless	of	their	designation	for U.S.	tax	purposes,	continue	to	be	subject	to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are	conducted.

The	use	of	TRSs	enables	the	Company	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification	requirements.	The	Company	may,	from	time to	time,	change	the	election	of	previously	designated	TRSs	to	be	included	as	part	of	the	REIT.	As	of	December	31,	2016,	the	Company's	REIT	qualified	businesses included	its	U.S.	tower	leasing	business,	most	of	its	operations	in	Costa	Rica,	Germany	and	Mexico	and	a	majority	of	its	services	segment	and	indoor	DAS	networks business.

Principles	of	Consolidation	and	Basis	of	Presentation—The	accompanying	consolidated	financial	statements	include	the	accounts	of	the	Company	and	those	entities	in which	it	has	a	controlling	interest.	Investments	in	entities	that	the	Company	does	not	control	are	accounted	for	using	the	equity	or	cost	method,	depending	upon	the Company's	ability	to	exercise	significant	influence	over	operating	and	financial	policies.	All	intercompany	accounts	and	transactions	have	been	eliminated.	As	of December	31,	2016,	the	Company	has	a	controlling	interest	in	two	joint	ventures	in	Ghana	and	Uganda	with	MTN	Group	Limited	("MTN	Group").	The	joint	ventures are	controlled	by	a	holding	company	of	which	a	wholly	owned	subsidiary	of	the	Company	holds	a	51%	controlling	interest	and	a	wholly	owned	subsidiary	of	MTN Group	holds	a	49%	noncontrolling	interest.	In	2016,	the	Company	established	a	joint	venture	("ATC	Europe")	with	PGGM	in	which	the	Company	holds	a	51% controlling	interest	and	PGGM	holds	a	49%	noncontrolling	interest.	This	transaction	resulted	in	a	reclassification	of	$9.1	million	of	foreign	currency	translation adjustment	from	Accumulated	other	comprehensive	loss	("AOCI")	to	additional	paid-in	capital.	In	addition,	the	Company	holds	an	approximate	75%	controlling interest,	and	South	African	investors	hold	an	approximate	25%	noncontrolling	interest,	in	a	subsidiary	of	the	Company	in	South	Africa.	The	Company	holds	a	51% controlling	interest	in	ATC	Telecom	Infrastructure	Private	Limited	("ATC	TIPL"),	formerly	known	as	Viom	Networks	Limited	("Viom"),	and	the	Remaining Shareholders	(as	defined	in	note	6)	hold	a	49%	noncontrolling	interest.

Significant	Accounting	Policies	and	Use	of	Estimates—The	preparation	of	financial	statements	in	conformity	with	accounting	principles	generally	accepted	in	the	United States	("GAAP")	requires	management	to	make	estimates	and	assumptions	that	affect	the	amounts	reported	in	the	consolidated	financial	statements	and	accompanying notes.	Actual	results	may	differ	from	those	estimates,	and	such	differences	could	be	material	to	the	accompanying	consolidated	financial	statements.	The	significant estimates	in	the	accompanying	consolidated	financial	statements	include	impairment	of	long-lived	assets	(including	goodwill),	asset	retirement	obligations,	revenue recognition,	rent	expense,	stock-based	compensation,	income	taxes	and	accounting	for

business	combinations	and	acquisitions	of	assets.	The	Company	considers	events	or	transactions	that	occur	after	the	balance	sheet	date	but	before	the	financial	statements are	issued	as	additional	evidence	for	certain	estimates	or	to	identify	matters	that	require	additional	disclosure.

Accounts	Receivable	and	Deferred	Rent	Asset—The	Company	derives	the	largest	portion	of	its	revenues,	corresponding	accounts	receivable	and	the	related	deferred rent	asset	from	a	relatively	small	number	of	tenants	in	the	telecommunications	industry,	and	56%	of	its	current	year	revenues	are	derived	from	four	tenants.

The	Company's	deferred	rent	asset	is	associated	with	non-cancellable	tenant	leases	that	contain	fixed	escalation	clauses	over	the	terms	of	the	applicable	lease	in	which revenue	is	recognized	on	a	straight-line	basis	over	the	lease	term.

The	Company	mitigates	its	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	and	the	related	deferred	rent	assets	by	actively	monitoring	the creditworthiness	of	its	borrowers	and	tenants.	In	recognizing	tenant	revenue,	the	Company	assesses	the	collectibility	of	both	the	amounts	billed	and	the	portion recognized	in	advance	of	billing	on	a	straight-line	basis.	This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately determine	the	collectibility	of	the	amounts	billed.	To	the	extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until	such point	as	collectibility	is	determined	to	be	reasonably	assured.	Any	amounts	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible are	charged	to	bad	debt	expense	included	in	Selling,	general,	administrative	and	development	expense	in	the	accompanying	consolidated	statements	of	operations.

Accounts	receivable	is	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting	from	a	tenant's	inability	to	make	required	payments	and allowances	for	amounts	invoiced	whose	collectibility	is	not	reasonably	assured.	These	allowances	are	generally	estimated	based	on	payment	patterns,	days	past	due	and collection	history,	and	incorporate	changes	in	economic	conditions	that	may	not	be	reflected	in	historical	trends,	such	as	tenants	in	bankruptcy,	liquidation	or reorganization.	Receivables	are	written-off	against	the	allowances	when	they	are	determined	to	be	uncollectible.	Such	determination	includes	analysis	and	consideration of	the	particular	conditions	of	the	account.	Changes	in	the	allowances	were	as	follows	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $23,096 | $17,306 | $19,895 |
| Current\tyear\tincreases | 49,966 | 19,878 | 8,243 |
| Write-offs,\trecoveries\tand\tother\t(1) | (27,174) | (14,088) | (10,832) |
| Balance\tas\tof\tDecember\t31, | $45,888 | $23,096 | $17,306 |

(1) Recoveries	includes	recognition	of	revenue	resulting	from	collections	of	previously	reserved	amounts.

Functional	Currency—The	functional	currency	of	each	of	the	Company's	foreign	operating	subsidiaries	is	the	respective	local	currency,	except	for	Costa	Rica,	where the	functional	currency	is	the	U.S.	Dollar.	All	foreign	currency	assets	and	liabilities	held	by	the	subsidiaries	are	translated	into	U.S.	Dollars	at	the	exchange	rate	in	effect at	the	end	of	the	applicable	fiscal	reporting	period	and	all	foreign	currency	revenues	and	expenses	are	translated	at	the	average	monthly	exchange	rates.	Translation adjustments	are	reflected	in	equity	as	a	component	of	AOCI	in	the	consolidated	balance	sheets	and	included	as	a	component	of	Comprehensive	income	(loss)	in	the consolidated	statements	of	comprehensive	income	(loss).

Transactional	gains	and	losses	on	foreign	currency	transactions	are	reflected	in	Other	expense	in	the	consolidated	statements	of	operations.	However,	the	effect	from fluctuations	in	foreign	currency	exchange	rates	on	intercompany	debt	that	is	considered	to	be	permanently	reinvested	is	reflected	in	AOCI	in	the	consolidated	balance sheets	and	included	as	a	component	of	comprehensive	income	(loss).	During	the	year	ended	December	31,	2016,	the	Company	recorded	net	foreign	currency	losses	of $153.9	million,	of	which	$105.0	million	was	recorded	in	AOCI	and	$48.9	million	was	recorded	in	Other	expense.

Cash	and	Cash	Equivalents—Cash	and	cash	equivalents	include	cash	on	hand,	demand	deposits	and	short-term	investments	with	original	maturities	of	three	months	or less.	The	Company	maintains	its	deposits	at	high	quality	financial	institutions	and	monitors	the	credit	ratings	of	those	institutions.

Restricted	Cash—Restricted	cash	includes	cash	pledged	as	collateral	to	secure	obligations	and	all	cash	whose	use	is	otherwise	limited	by	contractual	provisions.

Short-Term	Investments—Short-term	investments	consists	of	highly	liquid	investments	with	original	maturities	in	excess	of	three	months.

Property	and	Equipment—Property	and	equipment	is	recorded	at	cost	or,	in	the	case	of	acquired	properties	at	estimated	fair	value	on	the	date	acquired.	Cost	for	self- constructed	towers	includes	direct	materials	and	labor,	capitalized	interest	and	certain	indirect	costs	associated	with	construction	of	the	tower,	such	as	transportation costs,	employee	benefits	and	payroll	taxes.	The	Company	begins	the	capitalization	of	costs	during	the	pre-construction	period,	which	is	the	period	during	which	costs	are incurred	to	evaluate	the	site,	and	continues	to	capitalize	costs	until	the	tower	is	substantially	completed	and	ready	for	occupancy	by	a	tenant.	Labor	costs	capitalized	for the	years	ended	December	31,	2016,	2015	and	2014	were	$47.7	million,	$44.7	million	and	$48.5	million,	respectively.	Interest	costs	capitalized	for	the	years	ended December	31,	2016,	2015	and	2014	were	$1.5	million,	$1.8	million	and	$2.8	million,	respectively.

Expenditures	for	repairs	and	maintenance	are	expensed	as	incurred.	Augmentation	and	improvements	that	extend	an	asset's	useful	life	or	enhance	capacity	are capitalized.

Depreciation	expense	is	recorded	using	the	straight-line	method	over	the	assets'	estimated	useful	lives.	Towers	and	related	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.

Towers	or	assets	acquired	through	capital	leases	are	recorded	net	at	the	present	value	of	future	minimum	lease	payments	or	the	fair	value	of	the	leased	asset	at	the inception	of	the	lease.	Property	and	equipment	and	assets	held	under	capital	leases	are	amortized	over	the	shorter	of	the	applicable	lease	term	or	the	estimated	useful	life of	the	respective	assets	for	periods	generally	not	exceeding	twenty	years.

The	Company	reviews	its	tower	portfolio	for	indicators	of	impairment	on	an	individual	tower	basis.	Impairments	primarily	result	from	a	tower	not	having	current	tenant leases	or	from	having	expenses	in	excess	of	revenues.	The	Company	reviews	other	long-lived	assets	for	impairment	whenever	events,	changes	in	circumstances	or	other evidence	indicate	that	the	carrying	amount	of	the	Company's	assets	may	not	be	recoverable.	The	Company	records	impairment	charges	in	Other	operating	expenses	in the	consolidated	statements	of	operations	in	the	period	in	which	the	Company	identifies	such	impairment.

Goodwill	and	Other	Intangible	Assets—The	Company	reviews	goodwill	for	impairment	at	least	annually	(as	of	December	31)	or	whenever	events	or	circumstances indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.

Goodwill	is	recorded	in	the	applicable	segment	and	assessed	for	impairment	at	the	reporting	unit	level.	The	Company	utilizes	the	two-step	impairment	test	when	testing goodwill	for	impairment	and	employs	a	discounted	cash	flow	analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating performance,	terminal	sales	growth	rate,	management's	expectations	of	future	operating	results	and	cash	requirements,	the	current	weighted	average	cost	of	capital	and an	expected	tax	rate.	Under	the	first	step	of	this	test,	the	Company	compares	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future discounted	cash	flows,	to	the	carrying	amount	of	the	applicable	reporting	unit.	If	the	carrying	amount	exceeds	the	fair	value,	the	Company	conducts	the	second	step	of this	test,	in	which	the	implied	fair	value	of	the	applicable	reporting	unit's	goodwill	is	compared	to	the	carrying	amount	of	that	goodwill.	If	the	carrying	amount	of goodwill	exceeds	its	implied	fair	value,	an	impairment	loss	would	be	recognized	for	the	amount	of	the	excess.

During	the	years	ended	December	31,	2016,	2015	and	2014,	no	potential	impairment	was	identified	under	the	first	step	of	the	test,	as	the	fair	value	of	each	of	the reporting	units	was	in	excess	of	its	carrying	amount.

Intangible	assets	that	are	separable	from	goodwill	and	are	deemed	to	have	a	definite	life	are	amortized	over	their	useful	lives,	generally	ranging	from	three	to	twenty years	and	are	evaluated	separately	for	impairment	at	least	annually	or	whenever	events	or	circumstances	indicate	that	the	carrying	amount	of	an	asset	may	not	be recoverable.

The	Company	reviews	its	network	location	intangible	assets	for	indicators	of	impairment	on	an	individual	tower	basis.	Impairments	primarily	result	from	a	tower	not having	current	tenant	leases	or	from	having	expenses	in	excess	of	revenues.	The	Company	monitors	its	tenant-related	intangible	assets	(formerly	referred	to	as	customer- related	intangible	assets)	on	a	tenant	by	tenant	basis	for	indicators	of	impairment,	such	as	high	levels	of	turnover	or	attrition,	non-renewal	of	a	significant	number	of contracts	or	the	cancellation	or	termination	of	a	relationship.	The	Company	assesses	recoverability	by	determining	whether	the	carrying	amount	of	the	related	assets	will be	recovered	primarily	through	projected	undiscounted	future	cash	flows.	If	the	Company	determines	that	the	carrying	amount	of	an	asset	may	not	be	recoverable,	the Company	measures	any	impairment	loss	based	on	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset	or	available	market	information	relative	to	the

asset's	fair	value,	as	compared	to	the	asset's	carrying	amount.	The	Company	records	impairment	charges	in	Other	operating	expenses	in	the	consolidated	statements	of operations	in	the	period	in	which	the	Company	identifies	such	impairment.

Derivative	Financial	Instruments—Derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value.	If	a	derivative	is	designated	as	a	cash	flow	hedge,	the effective	portions	of	changes	in	the	fair	value	of	the	derivative	are	recorded	in	AOCI,	as	well	as	a	component	of	comprehensive	income	(loss),	and	are	recognized	in	the results	of	operations	when	the	hedged	item	affects	earnings.	Changes	in	fair	value	of	the	ineffective	portions	of	cash	flow	hedges	are	recognized	in	the	results	of operations.	For	derivative	instruments	that	are	designated	and	qualify	as	fair	value	hedges,	changes	in	value	of	the	derivatives	are	recorded	in	Other	expense	in	the consolidated	statements	of	operations	in	the	current	period,	along	with	the	offsetting	gain	or	loss	on	the	hedged	item	attributable	to	the	hedged	risk.	For	derivative instruments	not	designated	as	hedging	instruments,	changes	in	fair	value	are	recognized	in	the	results	of	operations	in	the	period	that	the	change	occurs.

The	primary	risks	managed	through	the	use	of	derivative	instruments	is	interest	rate	risk,	exposure	to	changes	in	the	fair	value	of	debt	attributable	to	interest	rate	risk	and currency	risk.	From	time	to	time,	the	Company	enters	into	interest	rate	swap	agreements	or	foreign	currency	contracts	to	manage	exposure	to	these	risks.	Under	these agreements,	the	Company	is	exposed	to	counterparty	credit	risk	to	the	extent	that	a	counterparty	fails	to	meet	the	terms	of	a	contract.	The	Company's	exposure	is	limited to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to	perform.	The	Company	assesses,	both	at	the	inception	of	the	hedge	and	on	an	ongoing	basis, whether	the	derivatives	that	are	used	in	hedging	transactions	are	highly	effective	in	offsetting	changes	in	cash	flows	or	fair	values	of	hedged	items.	The	Company	does not	hold	derivatives	for	trading	purposes.

Fair	Value	Measurements—The	Company	determines	the	fair	value	of	its	financial	instruments	based	on	the	fair	value	hierarchy,	which	requires	an	entity	to	maximize the	use	of	observable	inputs	and	minimize	the	use	of	unobservable	inputs	when	measuring	fair	value.

Asset	Retirement	Obligations—When	required,	the	Company	recognizes	the	fair	value	of	obligations	to	remove	its	tower	assets	and	remediate	the	leased	land	upon which	certain	of	its	tower	assets	are	located.	Generally,	the	associated	retirement	costs	are	capitalized	as	part	of	the	carrying	amount	of	the	related	tower	assets	and depreciated	over	their	estimated	useful	lives	and	the	liability	is	accreted	through	the	obligation's	estimated	settlement	date.	Fair	value	estimates	of	asset	retirement obligations	generally	involve	discounting	of	estimated	future	cash	flows.	Periodic	accretion	of	such	liabilities	due	to	the	passage	of	time	is	included	in	Depreciation, amortization	and	accretion	expense	in	the	consolidated	statements	of	operations.	Adjustments	are	also	made	to	the	asset	retirement	obligation	liability	to	reflect	changes in	the	estimates	of	timing	and	amount	of	expected	cash	flows,	with	an	offsetting	adjustment	made	to	the	related	long-lived	tangible	asset.	The	significant	assumptions used	in	estimating	the	Company's	aggregate	asset	retirement	obligation	are:	timing	of	tower	removals;	cost	of	tower	removals;	timing	and	number	of	land	lease renewals;	expected	inflation	rates;	and	credit-adjusted,	risk-free	interest	rates	that	approximate	the	Company's	incremental	borrowing	rate.

Income	Taxes—As	a	REIT,	the	Company	generally	is	not	subject	to	U.S.	federal	income	taxes	on	income	generated	by	its	U.S.	REIT	operations.	However,	the	Company remains	obligated	to	pay	U.S.	federal	income	taxes	on	certain	earnings	and	continues	to	be	subject	to	taxation	in	its	foreign	jurisdictions.	Accordingly,	the	consolidated financial	statements	reflect	provisions	for	federal,	state,	local	and	foreign	income	taxes.	The	Company	recognizes	deferred	tax	assets	and	liabilities	for	the	future	tax consequences	attributable	to	differences	between	the	financial	statement	carrying	amounts	of	existing	assets	and	liabilities	and	their	respective	tax	basis,	as	well	as operating	loss	and	tax	credit	carryforwards.	The	Company	measures	deferred	tax	assets	and	liabilities	using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the years	in	which	those	temporary	differences	and	carryforwards	are	expected	to	be	recovered	or	settled.	The	effect	on	deferred	tax	assets	and	liabilities	as	a	result	of	a change	in	tax	rates	is	recognized	in	income	in	the	period	that	includes	the	enactment	date.

The	Company	periodically	reviews	its	deferred	tax	assets,	and	provides	valuation	allowances	if,	based	on	the	available	evidence,	it	is	more	likely	than	not	that	some	or all	of	the	deferred	tax	assets	will	not	be	realized.	Management	assesses	the	available	positive	and	negative	evidence	to	estimate	if	sufficient	future	taxable	income	will	be generated	to	use	the	existing	deferred	tax	assets.	Valuation	allowances	would	be	reversed	as	a	reduction	to	the	provision	for	income	taxes	if	related	deferred	tax	assets are	deemed	realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.

The	Company	classifies	uncertain	tax	positions	as	non-current	income	tax	liabilities	unless	expected	to	be	paid	within	one	year.	The	Company	reports	penalties	and	tax- related	interest	expense	as	a	component	of	the	income	tax	provision	and	interest	income	from	tax	refunds	as	a	component	of	Other	expense	in	the	consolidated statements	of	operations.

Other	Comprehensive	Income	(Loss)—Other	comprehensive	income	(loss)	refers	to	items	excluded	from	net	income	that	are	recorded	as	an	adjustment	to	equity,	net	of tax.	The	Company's	other	comprehensive	income	(loss)	primarily	consisted	of	changes	in	fair	value	of	effective	derivative	cash	flow	hedges,	foreign	currency translation	adjustments	and	reclassification	of	unrealized	losses	on	effective	derivative	cash	flow	hedges.	The	AOCI	balance	included	foreign	currency	translation	losses of	$2.0	billion,	$1.8	billion	and	$0.8	billion	for	the	years	ended	December	31,	2016,	2015	and	2014,	respectively.

Distributions—As	a	REIT,	the	Company	must	annually	distribute	to	its	stockholders	an	amount	equal	to	at	least	90%	of	its	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	the	Company	has	distributed,	and	expects	to	continue	to	distribute,	all	or	substantially all	of	its	REIT	taxable	income	after	taking	into	consideration	its	utilization	of	net	operating	losses	("NOLs").

The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	the	Board	of	Directors	and	will	depend	upon	various	factors,	a	number	of	which may	be	beyond	the	Company's	control,	including	the	Company's	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	its	qualification	for taxation	as	a	REIT	and	reduce	any	income	and	excise	taxes	that	the	Company	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	the	Company's	existing and	future	debt	and	preferred	equity	instruments,	the	Company's	ability	to	utilize	NOLs	to	offset	the	Company's	distribution	requirements,	limitations	on	its	ability	to fund	distributions	using	cash	generated	through	its	TRSs	and	other	factors	that	the	Board	of	Directors	may	deem	relevant.

Acquisitions—For	acquisitions	that	meet	the	definition	of	a	business	combination,	the	Company	applies	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	those	of	the	Company	from	the	dates	of	the respective	acquisitions.	Any	excess	of	the	purchase	price	paid	by	the	Company	over	the	amounts	recognized	for	assets	acquired	and	liabilities	assumed	is	recorded	as goodwill.	The	Company	continues	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,	the	Company	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,	the	Company	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—The	Company's	revenue	from	leasing	arrangements,	including	fixed	escalation	clauses	present	in	non-cancellable	lease	agreements,	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	("CPI")	or other	inflation-based	indices,	and	other	incentives	present	in	lease	agreements	with	the	Company's	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.

Services	revenues	are	derived	under	contracts	or	arrangements	with	customers	that	provide	for	billings	either	on	a	fixed	price	basis	or	a	variable	price	basis,	which includes	factors	such	as	time	and	expenses.	Revenues	are	recognized	as	services	are	performed,	and	include	estimates	for	percentage	completed.	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	the	Company's	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	by	the	Company	over	time.	In	addition,	certain	of	the	Company's	tenant	leases	require	the	Company	to	exercise	available	renewal	options	pursuant	to	the underlying	ground	lease	if	the	tenant	exercises	its	renewal	option.	The	Company	calculates	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	the	Company	such	that renewal	appears	to	be	reasonably	assured.

Total	property	straight-line	ground	rent	expense	for	the	years	ended	December	31,	2016,	2015	and	2014	was	$67.8	million,	$56.1	million	and	$38.4	million,	respectively. The	Company	records	a	liability	for	straight-line	ground	rent	expense	in	Other

non-current	liabilities.	The	Company	records	prepaid	ground	rent	in	Prepaid	and	other	current	assets	and	Notes	receivable	and	other	non-current	assets	in	the accompanying	consolidated	balance	sheets	according	to	the	anticipated	period	of	benefit.

Selling,	General,	Administrative	and	Development	Expense—Selling,	general	and	administrative	expense	consists	of	overhead	expenses	related	to	the	Company's property	and	services	operations	and	corporate	overhead	costs	not	specifically	allocable	to	any	of	the	Company's	individual	business	operations.	Development	expense consists	of	costs	related	to	the	Company's	acquisition	efforts,	costs	associated	with	new	business	initiatives	and	project	cancellation	costs.

Stock-Based	Compensation—Stock-based	compensation	expense	is	measured	at	the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	is	generally recognized	as	an	expense	over	the	service	period,	which	typically	represents	the	vesting	period.	The	Company	provides	for	accelerated	vesting	and	extended	exercise periods	of	stock	options	and	restricted	stock	units	upon	an	employee's	death	or	permanent	disability,	or	upon	an	employee's	qualified	retirement,	provided	certain eligibility	criteria	are	met.	Accordingly,	the	Company	recognizes	compensation	expense	for	stock	options	and	time-based	restricted	stock	units	("RSUs")	over	the shorter	of	(i)	the	four-year	vesting	period	or	(ii)	the	period	from	the	date	of	grant	to	the	date	the	employee	becomes	eligible	for	such	retirement	benefits,	which	may occur	upon	grant.	The	expense	recognized	includes	the	impact	of	forfeitures	as	they	occur.

In	March	2015	and	2016,	the	Company	granted	performance-based	restricted	stock	units	("PSUs")	to	its	executive	officers.	Threshold,	target	and	maximum	parameters were	established	for	the	metrics	for	each	year	in	the	three-year	performance	period	for	the	March	2015	grants,	and	for	a	three-year	performance	period	for	the	March	2016 grants.	The	metrics	will	be	used	to	calculate	the	number	of	shares	that	will	be	issuable	when	the	awards	vest,	which	may	range	from	zero	to	200%	of	the	target	amounts. The	Company	recognizes	compensation	expense	for	PSUs	over	the	three-year	vesting	period,	subject	to	adjustment	based	on	the	date	the	employee	becomes	eligible	for retirement	benefits	as	well	as	performance	relative	to	grant	parameters.

The	fair	value	of	stock	options	is	determined	using	the	Black-Scholes	option-pricing	model	and	the	fair	value	of	restricted	stock	units	is	based	on	the	fair	value	of	the Company's	common	stock	on	the	date	of	grant.	The	Company	recognizes	all	stock-based	compensation	expense	in	either	Selling,	general,	administrative	and development	expense,	costs	of	operations	or	as	part	of	the	costs	associated	with	the	construction	of	the	tower	assets.

In	connection	with	the	vesting	of	RSUs,	the	Company	withholds	from	issuance	a	number	of	shares	of	common	stock	to	satisfy	certain	employee	tax	withholding obligations	arising	from	such	vesting.	The	shares	withheld	are	considered	constructively	retired.	The	Company	recognizes	the	fair	value	of	the	shares	withheld	in Additional	paid-in	capital	on	the	consolidated	balance	sheets.	As	of	December	31,	2016,	the	Company	has	withheld	from	issuance	an	aggregate	of	1,219,755	shares, including	218,063	shares	related	to	the	vesting	of	RSUs	during	the	year	ended	December	31,	2016.

Litigation	Costs—The	Company	periodically	becomes	involved	in	various	claims	and	lawsuits	that	are	incidental	to	its	business.	The	Company	regularly	monitors	the status	of	pending	legal	actions	to	evaluate	both	the	magnitude	and	likelihood	of	any	potential	loss.	The	Company	accrues	for	these	potential	losses	when	it	is	probable that	a	liability	has	been	incurred	and	the	amount	of	loss,	or	possible	range	of	loss,	can	be	reasonably	estimated.	Should	the	ultimate	losses	on	contingencies	or	litigation vary	from	estimates,	adjustments	to	those	liabilities	may	be	required.	The	Company	also	incurs	legal	costs	in	connection	with	these	matters	and	records	estimates	of these	expenses,	which	are	reflected	in	Selling,	general,	administrative	and	development	expense	in	the	accompanying	consolidated	statements	of	operations.

Earnings	Per	Common	Share—Basic	and	Diluted—Basic	net	income	per	common	share	represents	net	income	attributable	to	American	Tower	Corporation	common stockholders	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	net	income	per	common	share	represents	net	income attributable	to	American	Tower	Corporation	common	stockholders	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period	and	any dilutive	common	share	equivalents,	including	(A)	shares	issuable	upon	(i)	the	vesting	of	RSUs,	(ii)	exercise	of	stock	options,	and	(iii)	conversion	of	the	Company's mandatory	convertible	preferred	stock	and	(B)	shares	earned	upon	the	achievement	of	the	parameters	established	for	the	PSUs,	each	to	the	extent	not	anti-dilutive. Dilutive	common	share	equivalents	also	include	the	dilutive	impact	of	the	shares	issuable	in	the	Alltel	transaction,	which	is	described	in	notes	15	and	18.	The	Company uses	the	treasury	stock	method	to	calculate	the	effect	of	its	outstanding	RSUs,	PSUs	and	stock	options	and	uses	the	if-converted	method	to	calculate	the	effect	of	its outstanding	mandatory	convertible	preferred	stock.

Retirement	Plan—The	Company	has	a	401(k)	plan	covering	substantially	all	employees	who	meet	certain	age	and	employment	requirements.	For	the	years	ended December	31,	2016,	2015	and	2014,	the	Company	matched	75%	of	the	first	6%	of	a	participant's	contributions.	For	the	years	ended	December	31,	2016,	2015	and	2014, the	Company	contributed	$9.1	million,	$7.4	million	and	$6.5	million	to	the	plan,	respectively.

Accounting	Standards	Updates—In	May	2014,	the	Financial	Accounting	Standards	Board	(the	"FASB")	issued	new	revenue	recognition	guidance,	which	requires	an entity	to	recognize	revenue	in	an	amount	that	reflects	the	consideration	to	which	the	entity	expects	to	be	entitled	in	exchange	for	the	transfer	of	promised	goods	or services	to	customers.	The	standard	will	replace	most	existing	revenue	recognition	guidance	and	will	become	effective	for	the	Company	on	January	1,	2018.	Early adoption	is	permitted	for	fiscal	years,	and	for	interim	periods	within	those	fiscal	years,	beginning	after	December	15,	2016.	The	standard	permits	the	use	of	either	the retrospective	or	cumulative	effect	transition	method.	Leases	are	not	included	in	the	scope	of	this	standard.	The	revenue	to	which	the	Company	must	apply	this	standard	is generally	limited	to	services	revenue,	certain	power	and	fuel	charges	not	covered	by	lease	agreements	and	other	fees	charged	to	customers.	As	of	December	31,	2016, this	revenue	was	approximately	12%	of	total	revenue.	Although	the	Company	is	still	assessing	the	impact	of	this	standard	on	its	financial	statements,	it	does	not	expect changes	in	the	timing	of	revenue	recognition	to	be	material	to	its	financial	statements.

In	January	2016,	the	FASB	issued	new	guidance	on	the	recognition	and	measurement	of	financial	assets	and	financial	liabilities.	The	guidance	amends	certain	aspects	of recognition,	measurement,	presentation	and	disclosure	of	financial	instruments.	This	standard	is	effective	for	fiscal	years,	and	for	interim	periods	within	those	fiscal years,	beginning	after	December	15,	2017.	The	Company	does	not	expect	the	adoption	of	this	guidance	to	have	a	material	effect	on	its	financial	statements.

In	February	2016,	the	FASB	issued	new	guidance	on	the	accounting	for	leases.	The	guidance	amends	the	existing	accounting	standards	for	lease	accounting,	including the	requirement	that	lessees	recognize	assets	and	liabilities	for	leases	with	terms	greater	than	twelve	months	in	the	statement	of	financial	position.	Under	the	new guidance,	lessor	accounting	is	largely	unchanged.	This	guidance	is	effective	for	fiscal	years,	and	for	interim	periods	within	those	fiscal	years,	beginning	after	December 15,	2018.	The	standard	is	required	to	be	applied	using	a	modified	retrospective	approach	for	all	leases	existing	at,	or	entered	into	after,	the	beginning	of	the	earliest comparative	period	presented.	The	Company	is	evaluating	the	impact	this	standard	will	have	on	its	financial	statements.

In	March	2016,	the	FASB	issued	new	guidance	on	the	accounting	for	share-based	payment	transactions.	The	guidance	amends	the	accounting	for	taxes	related	to	stock- based	compensation,	including	how	excess	tax	benefits	and	a	company's	payments	for	tax	withholdings	should	be	classified.	This	guidance	is	effective	for	fiscal	years, and	for	interim	periods	within	those	fiscal	years,	beginning	after	December	15,	2016.	The	Company	early	adopted	this	standard	in	the	second	quarter	of	2016	and	elected to	account	for	forfeitures	as	they	occur,	effective	January	1,	2016.	The	adoption	of	this	guidance	was	not	material	to	the	Company's	consolidated	financial	statements. Additionally,	the	Company	elected	to	apply	the	prospective	transition	method	to	the	amendments	related	to	the	presentation	of	excess	tax	benefits	in	the	statements	of cash	flows.

In	August	2016,	the	FASB	issued	new	guidance	on	certain	classifications	within	the	statement	of	cash	flows.	The	guidance	addresses,	among	other	things,	how	cash receipts	and	cash	payments	are	presented	and	classified	in	the	statement	of	cash	flows,	including	payments	for	costs	related	to	debt	prepayments	or	extinguishment,	as well	as	payments	of	contingent	consideration	after	an	acquisition.	The	guidance	is	effective	for	fiscal	years	beginning	after	December	15,	2017,	and	interim	periods within	those	fiscal	years.	The	Company	has	early	adopted	this	guidance	for	the	year	ended	December	31,	2016,	and	it	did	not	have	a	material	effect	on	the	Company's financial	statements.	Prior	periods	were	not	retrospectively	adjusted.

In	November	2016,	the	FASB	issued	new	guidance	on	amounts	described	as	restricted	cash	or	restricted	cash	equivalents	within	the	statement	of	cash	flows.	The guidance	requires	amounts	generally	described	as	restricted	cash	and	restricted	cash	equivalents	be	included	with	cash	and	cash	equivalents	when	reconciling	the beginning-of-period	and	end-of-period	balances	on	the	statement	of	cash	flows.	The	guidance	is	effective	for	fiscal	years,	and	for	interim	periods	within	those	fiscal years,	beginning	after	December	15,	2017.	The	standard	is	required	to	be	applied	using	a	retrospective	transition	method	to	each	period	presented.	The	Company	does not	expect	the	adoption	of	this	guidance	to	have	a	material	effect	on	its	financial	statements.

In	January	2017,	the	FASB	issued	new	guidance	that	clarifies	the	definition	of	a	business	that	an	entity	uses	to	determine	whether	a	transaction	should	be	accounted	for as	an	asset	acquisition	(or	disposal)	or	a	business	combination.	The	guidance	is	expected	to	cause	fewer	acquired	sets	of	assets	(and	liabilities)	to	be	identified	as businesses.	The	guidance	is	effective	for	fiscal	years,	and	for	interim	periods	within	those	fiscal	years,	beginning	after	December	15,	2017.	Early	adoption	is	permitted for	transactions	that	meet	certain	requirements.	The	Company	is	evaluating	the	impact	this	standard	will	have	on	its	financial	statements.

In	January	2017,	the	FASB	issued	new	guidance	that	simplifies	the	accounting	for	goodwill	impairments	by	eliminating	Step	2	from	the	goodwill	impairment	test.	The guidance	requires,	among	other	things,	recognition	of	an	impairment	loss	when	the	fair	value	of	a	reporting	unit	exceeds	its	carrying	amount.	The	loss	recognized	is limited	to	the	total	amount	of	goodwill	allocated	to

that	reporting	unit.	The	guidance	is	effective	for	fiscal	years,	and	for	interim	periods	within	those	fiscal	years,	beginning	after	December	15,	2019.	Early	adoption	is permitted	for	interim	or	annual	goodwill	impairment	tests	performed	on	testing	dates	after	January	1,	2017.	The	Company	does	not	expect	the	adoption	of	this	guidance to	have	a	material	effect	on	its	financial	statements.

# 2.				PREPAID	AND	OTHER	CURRENT	ASSETS

Prepaid	and	other	current	assets	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Prepaid\toperating\tground\tleases | $134,167 | 128,542 |
| Prepaid\tincome\ttax | 127,142 | 45,056 |
| Unbilled\treceivables | 57,661 | 34,173 |
| Prepaid\tassets | 36,300 | 32,892 |
| Value\tadded\ttax\tand\tother\tconsumption\ttax\treceivables | 31,570 | 30,239 |
| Other\tmiscellaneous\tcurrent\tassets | 54,193 | 35,333 |
| Prepaids\tand\tother\tcurrent\tassets | $441,033 | $306,235 |

# 3.				PROPERTY	AND	EQUIPMENT

Property	and	equipment	(including	assets	held	under	capital	leases)	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | Estimated<br>Useful		Lives<br>(years)	(1) | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Towers | Up\tto\t20 | $11,740,479 | $10,726,656 |
| Equipment | 2\t-\t15 | 1,176,260 | 1,095,906 |
| Buildings\tand\timprovements | 3\t-\t32 | 621,874 | 607,661 |
| Land\tand\timprovements\t(2) | Up\tto\t20 | 1,909,732 | 1,728,115 |
| Construction-in-progress |  | 203,411 | 238,960 |
| Total |  | 15,651,756 | 14,397,298 |
| Less\taccumulated\tdepreciation |  | (5,134,498) | (4,530,874) |
| Property\tand\tequipment,\tnet |  | $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.

As	of	December	31,	2016,	property	and	equipment	included	$4,735.3	million	and	$1,198.0	million	of	capital	lease	assets	and	accumulated	depreciation,	respectively.	As of	December	31,	2015,	property	and	equipment	included	$5,112.4	million	and	$1,414.6	million	of	capital	lease	assets	and	accumulated	depreciation,	respectively.	The decreases	in	capital	lease	assets	and	accumulated	depreciation	were	primarily	due	to	the	Company	exercising	its	option	to	purchase	1,523	communications	towers	that were	previously	subject	to	capital	leases.	See	note	18	for	further	discussion	of	this	transaction.	As	of	December	31,	2016	and	2015,	capital	lease	assets	were	primarily classified	as	towers	and	land	and	improvements.

# 4.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

The	changes	in	the	carrying	value	of	goodwill	for	the	Company's	business	segments	were	as	follows	(in	thousands):

|  | U.S. | Asia |  | EMEA | Latin	America | Services | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2015 | $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\tof\tforeign\tcurrency\ttranslation | — | (8,412) |  | (14,740) | (131,902) | — | (155,054) |
| Balance\tas\tof\tDecember\t31,\t2015 | $3,379,163 | $170,719 |  | $132,570 | $407,365 | $1,988 | $4,091,805 |
| Additions\t(1) | — | 881,783 | (2) | 40,386 | 53,575 | — | 975,744 |
| Effect\tof\tforeign\tcurrency\ttranslation | — | (23,189) |  | (22,445) | 48,765 | — | 3,131 |
| Balance\tas\tof\tDecember\t31,\t2016 | $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).

The	Company's	other	intangible	assets	subject	to	amortization	consisted	of	the	following	(in	thousands):

|  |  |  | As	of	December	31,	2016 |  |  | As	of	December	31,	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Estimated\tUseful\nLives | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue |
|  | (years) |  |  | (in\tthousands) |  |  |  |
| Acquired\tnetwork\nlocation\tintangibles\t(1) | Up\tto\t20 | $4,622,316 | $(1,280,284) | $3,342,032 | $3,980,281 | $(1,052,393) | $2,927,888 |
| Acquired\ttenant-related\nintangibles | 15-20 | 10,130,466 | (2,224,119) | 7,906,347 | 8,640,554 | (1,763,853) | 6,876,701 |
| Acquired\tlicenses\tand\nother\tintangibles | 3-20 | 28,140 | (4,827) | 23,313 | 28,293 | (5,486) | 22,807 |
| Economic\tRights,\tTV\nAzteca | 70 | 13,893 | (10,974) | 2,919 | 21,688 | (11,208) | 10,480 |
| Total\tother\tintangible\nassets |  | $14,794,815 | $(3,520,204) | $11,274,611 | $12,670,816 | $(2,832,940) | $9,837,876 |
| _______________ |  |  |  |  |  |  |  |
| (1) | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | Acquired\tnetwork\tlocation\tintangibles\tare\tamortized\tover\tthe\tshorter\tof\tthe\tterm\tof\tthe\tcorresponding\tground\tlease\ttaking\tinto\tconsideration\tlease\trenewal\toptions\tand\tresidual\tvalue\tor\tup\tto | 20 |

(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.

The	acquired	network	location	intangibles	represent	the	value	to	the	Company	of	the	incremental	revenue	growth	that	could	potentially	be	obtained	from	leasing	the excess	capacity	on	acquired	communications	sites.	The	acquired	tenant-related	intangibles	typically	represent	the	value	to	the	Company	of	tenant	contracts	and relationships	in	place	at	the	time	of	an	acquisition	or	similar	transaction,	including	assumptions	regarding	estimated	renewals.	This	item	was	previously	referred	to	as customer-related	intangibles.

The	Company	amortizes	its	acquired	network	location	intangibles	and	tenant-related	intangibles	on	a	straight-line	basis	over	the	estimated	useful	lives.	As	of December	31,	2016,	the	remaining	weighted	average	amortization	period	of	the	Company's	intangible	assets,	excluding	the	TV	Azteca	Economic	Rights	detailed	in	note 5,	was	16	years.	Amortization	of	intangible	assets	for	the	years	ended	December	31,	2016,	2015	and	2014	was	$699.8	million,	$568.3	million	and	$411.7	million, respectively.	Based	on	current	exchange	rates,	the	Company	expects	to	record	amortization	expense	as	follows	over	the	next	five	years	(in	millions):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2017 | $710.5 |
| 2018 | 707.8 |
| 2019 | 705.1 |
| 2020 | 686.3 |
| 2021 | 676.8 |

# 5.				NOTES	RECEIVABLE	AND	OTHER	NON-CURRENT	ASSETS

Notes	receivable	and	other	non-current	assets	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Long-term\tprepaid\tground\trent | $467,781 | $388,790 |
| Notes\treceivable | 83,736 | 83,658 |
| Other\tmiscellaneous\tassets | 290,006 | 260,455 |
| Notes\treceivable\tand\tother\tnon-current\tassets | $841,523 | $732,903 |

TV	Azteca	Note	Receivable—In	2000,	the	Company	loaned	TV	Azteca,	S.A.	de	C.V.	("TV	Azteca"),	the	owner	of	a	major	national	television	network	in	Mexico, $119.8	million.	The	loan	has	an	interest	rate	of	13.11%,	payable	quarterly,	which	at	the	time	of	issuance	was	determined	to	be	below	market	and	therefore	a corresponding	discount	was	recorded.	The	term	of	the	loan	is	70	years;	however,	the	loan	may	be	prepaid	by	TV	Azteca	without	penalty	during	the	last	50	years	of	the agreement.	The	discount	on	the	loan	is	being	amortized	to	Interest	income,	TV	Azteca,	net	of	interest	expense	on	the	Company's	consolidated	statements	of	operations, using	the	effective	interest	method	over	the	70-year	term	of	the	loan.

Since	inception,	TV	Azteca	has	repaid	$28.0	million	of	principal	on	the	loan.	As	of	December	31,	2016	and	2015,	the	outstanding	balance	on	the	loan	was	$91.8	million, or	$82.9	million,	net	of	discount.

TV	Azteca	Economic	Rights—Simultaneous	with	the	signing	of	the	loan	agreement,	the	Company	also	entered	into	a	70-year	Economic	Rights	Agreement	with	TV Azteca	regarding	space	not	used	by	TV	Azteca	on	approximately	190	of	its	broadcast	towers.	In	exchange	for	the	issuance	of	the	below	market	interest	rate	loan	and	the annual	payment	of	$1.5	million	to	TV	Azteca	(under	the	Economic	Rights	Agreement),	the	Company	has	the	right	to	market	and	lease	the	unused	tower	space	on	the broadcast	towers	(the	"Economic	Rights").	TV	Azteca	retains	title	to	these	towers	and	is	responsible	for	their	operation	and	maintenance.	The	Company	is	entitled	to 100%	of	the	revenues	generated	from	leases	with	tenants	on	the	unused	space	and	is	responsible	for	any	incremental	operating	expenses	associated	with	those	tenants.

The	term	of	the	Economic	Rights	Agreement	is	70	years;	however,	TV	Azteca	has	the	right	to	purchase,	at	fair	market	value,	the	Economic	Rights	from	the	Company	at any	time	during	the	last	50	years	of	the	agreement.	Should	TV	Azteca	elect	to	purchase	the	Economic	Rights,	in	whole	or	in	part,	it	would	also	be	obligated	to	repay	a proportional	amount	of	the	loan	discussed	above	at	the	time	of	such	election.	The	Company's	obligation	to	pay	TV	Azteca	$1.5	million	annually	would	also	be	reduced proportionally.

The	Company	accounted	for	the	annual	payment	of	$1.5	million	as	a	capital	lease	by	initially	recording	an	asset	and	a	corresponding	liability	of	$18.6	million.	The capital	lease	asset	also	included	the	original	discount	on	the	note.	The	capital	lease	asset	and	original	discount	on	the	note	aggregated	$30.2	million	at	the	time	of	the transaction	and	represents	the	cost	to	acquire	the	Economic	Rights.	The	Economic	Rights	asset	was	recorded	as	an	intangible	asset	and	is	being	amortized	over	the	70- year	life	of	the	Economic	Rights	Agreement.

# 6.				ACQUISITIONS

The	estimates	of	the	fair	value	of	the	assets	or	rights	acquired	and	liabilities	assumed	at	the	date	of	the	applicable	acquisition	are	subject	to	adjustment	during	the measurement	period	(up	to	one	year	from	the	particular	acquisition	date).	The	primary	areas	of	the	accounting	for	the	acquisitions	that	are	not	yet	finalized	relate	to	the fair	value	of	certain	tangible	and	intangible	assets	acquired	and	liabilities	assumed,	which	may	include	contingent	consideration,	residual	goodwill	and	any	related	tax impact.	The	fair	value	of	these	net	assets	acquired	are	based	on	management's	estimates	and	assumptions,	as	well	as	other

information	compiled	by	management,	including	valuations	that	utilize	customary	valuation	procedures	and	techniques.	While	the	Company	believes	that	such preliminary	estimates	provide	a	reasonable	basis	for	estimating	the	fair	value	of	assets	acquired	and	liabilities	assumed,	it	evaluates	any	necessary	information	prior	to finalization	of	the	fair	value.	During	the	measurement	period,	the	Company	will	adjust	assets	or	liabilities	if	new	information	is	obtained	about	facts	and	circumstances that	existed	as	of	the	acquisition	date	that,	if	known,	would	have	resulted	in	the	revised	estimated	values	of	those	assets	or	liabilities	as	of	that	date.

Impact	of	current	year	acquisitions—The	Company	typically	acquires	communications	sites	from	wireless	carriers	or	other	tower	operators	and	subsequently	integrates those	sites	into	its	existing	portfolio	of	communications	sites.	The	financial	results	of	the	Company's	acquisitions	have	been	included	in	the	Company's	consolidated statement	of	operations	for	the	year	ended	December	31,	2016	from	the	date	of	the	respective	acquisition.	The	date	of	acquisition,	and	by	extension	the	point	at	which the	Company	begins	to	recognize	the	results	of	an	acquisition,	may	depend	upon,	among	other	things,	the	receipt	of	contractual	consents,	the	commencement	and	extent of	leasing	arrangements	and	the	timing	of	the	transfer	of	title	or	rights	to	the	assets,	which	may	be	accomplished	in	phases.	Sites	acquired	from	communications	service providers	may	never	have	been	operated	as	a	business	and	may	have	been	utilized	solely	by	the	seller	as	a	component	of	its	network	infrastructure.	An	acquisition	may or	may	not	involve	the	transfer	of	business	operations	or	employees.

The	estimated	aggregate	impact	of	the	2016	acquisitions	on	the	Company's	revenues	and	gross	margin	for	the	year	ended	December	31,	2016	was	approximately	$567.9 million	and	$241.1	million,	respectively.	The	revenues	and	gross	margin	amounts	also	reflect	incremental	revenues	from	the	addition	of	new	tenants	to	such	sites subsequent	to	the	transaction	date.	Incremental	amounts	of	segment	selling,	general,	administrative	and	development	expense	subsequent	to	the	transaction	date	have	not been	reflected.

For	those	acquisitions	accounted	for	as	business	combinations,	the	Company	recognizes	acquisition	and	merger	related	expenses	in	the	period	in	which	they	are	incurred and	services	are	received.	Acquisition	and	merger	related	expenses	may	include	finder's	fees,	advisory,	legal,	accounting,	valuation	and	other	professional	or	consulting fees,	fair	value	adjustments	to	contingent	consideration	and	general	administrative	costs	directly	related	to	the	transaction.	Integration	costs	include	incremental	and nonrecurring	costs	necessary	to	convert	data,	retain	employees	and	otherwise	enable	the	Company	to	operate	new	businesses	efficiently.	The	Company	records acquisition	and	merger	related	expenses,	as	well	as	integration	costs	in	Other	operating	expenses	in	the	consolidated	statements	of	operations.

During	the	years	ended	December	31,	2016,	2015	and	2014,	the	Company	recorded	the	following	acquisition	and	merger	related	expenses	and	integration	costs	(in thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Acquisition\tand\tmerger\trelated\texpenses | $15,875 | $18,799 | $26,969 |
| Integration\tcosts | $9,901 | $18,097 | $13,057 |

# 2016	Transactions

Viom	Acquisition—On	April	21,	2016,	the	Company,	through	its	wholly	owned	subsidiary,	ATC	Asia	Pacific	Pte.	Ltd.	("ATC	Asia"),	acquired	a	51%	 controlling ownership	interest	in	Viom,	a	telecommunications	infrastructure	company	that	owns	and	operates	approximately	42,000	wireless	communications	towers	and	200	indoor DAS	networks	in	India,	from	certain	Viom	shareholders,	including	the	managing	shareholder,	SREI	Infrastructure	Finance	Limited,	several	other	minority	shareholders and	Tata	Teleservices	Limited,	pursuant	to	its	previously	announced	share	purchase	agreement	(the	"Viom	Acquisition").	Consideration	for	the	acquisition	included	76.4 billion	INR	in	cash	($1.1	billion	at	the	date	of	the	Viom	Acquisition),	as	well	as	the	assumption	of	approximately	52.3	billion	INR	($0.8	billion	at	the	date	of	the	Viom Acquisition)	of	existing	debt,	which	included	1.7	billion	INR	($25.1	million	at	the	date	of	the	Viom	Acquisition)	of	mandatorily	redeemable	preference	shares	issued	by Viom.

On	April	21,	2016,	the	closing	date	of	the	Viom	Acquisition,	ATC	Asia's	shareholders	agreement	(the	"Shareholders	Agreement")	with	Viom	and	the	following remaining	Viom	shareholders	-	Tata	Sons	Limited,	Tata	Teleservices	Limited,	IDFC	Private	Equity	Fund	III,	Macquarie	SBI	Investments	Pte	Limited	and	SBI Macquarie	Infrastructure	Trust	(collectively,	the	"Remaining	Shareholders")	-	became	effective.	The	Shareholders	Agreement	provides	that,	among	other	things,	the Remaining	Shareholders	will	have	certain	governance,	anti-dilution	and	contractual	rights.	The	Remaining	Shareholders	have	put	options,	and	ATC	Asia	has	a	call option,	subject	to	the	time	periods	and	conditions	outlined	in	the	Shareholders	Agreement.

Other	Acquisitions—During	the	year	ended	December	31,	2016,	the	Company	acquired	a	total	of	891	communications	sites	in	the	United	States,	Brazil,	Chile,	Germany, Mexico,	Nigeria	and	South	Africa,	and	a	company	holding	urban	telecommunications	assets	and	fiber	in	Argentina,	for	an	aggregate	purchase	price	of	$304.4	million (including	contingent	consideration	of	$8.8	million).	Of	the	total	purchase	price,	$12.1	million	is	reflected	in	Accounts	payable	in	the	consolidated	balance	sheet	as	of December	31,	2016.	The	purchase	prices	of	certain	transactions	are	subject	to	post-closing	adjustments.

The	following	table	summarizes	the	preliminary	allocation	of	the	purchase	prices	for	fiscal	year	2016	acquisitions	based	upon	their	estimated	fair	value	at	the	date	of acquisition	(in	thousands).

|  | Viom | Other |
| :--- | :--- | :--- |
| Current\tassets | $276,560 | $25,477 |
| Non-current\tassets | 57,645 | 2,336 |
| Property\tand\tequipment | 701,988 | 81,521 |
| Intangible\tassets\t(1): |  |  |
| \t\t\t\t\tTenant-related\tintangible\tassets | 1,369,580 | 105,557 |
| \t\t\t\t\tNetwork\tlocation\tintangible\tassets | 666,364 | 83,645 |
| Current\tliabilities | (195,900) | (14,782) |
| Deferred\ttax\tliability | (619,070) | (43,756) |
| Other\tnon-current\tliabilities | (102,751) | (29,472) |
| Net\tassets\tacquired | 2,154,416 | 210,526 |
| Goodwill\t(2) | 881,783 | 93,856 |
| Fair\tvalue\tof\tnet\tassets\tacquired | 3,036,199 | 304,382 |
| Debt\tassumed | (786,889) | — |
| Redeemable\tnoncontrolling\tinterests | (1,100,804) | — |
| Purchase\tPrice | $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.

Verizon	Transaction—On	March	27,	2015,	the	Company	completed	its	acquisition	of	the	exclusive	right	to	lease,	acquire	or	otherwise	operate	and	manage	11,449 wireless	communications	sites	from	Verizon	Communications	Inc.	("Verizon")	in	the	United	States	(the	"Verizon	Transaction")	pursuant	to	the	Master	Agreement entered	into	on	February	5,	2015	and	the	related	Master	Prepaid	Lease,	Management	Agreement,	Sale	Site	Master	Lease	Agreement	and	MPL	Site	Master	Lease Agreement.

The	Company,	through	its	wholly-owned	subsidiary,	leased	or	subleased	from	certain	Verizon	subsidiaries	11,286	communications	sites,	including	the	interest	in	the land,	the	tower	and	certain	related	improvements	and	tower	related	assets	pursuant	to	the	Master	Prepaid	Lease.	Under	the	Master	Prepaid	Lease,	the	Company	has	the exclusive	right	to	lease	and	operate	the	Verizon	communications	sites	for	a	weighted	average	term	of	approximately	28	years	and	the	Company	will	have	the	option	to purchase	the	communications	sites	in	various	tranches	at	the	end	of	the	respective	lease	or	sublease	terms	at	a	fixed	amount	stated	in	the	sublease	for	such	tranche	plus the	fair	market	value	of	certain	alterations	made	to	the	related	towers.	The	Company	accounted	for	the	payment	with	respect	to	the	leased	sites	as	a	capital	lease	and	the respective	lease	and	non-lease	elements	related	to	tower	assets	and	intangible	assets,	as	described	below.	In	addition,	the	Company,	through	its	wholly-owned subsidiary,	acquired	163	communications	sites.	The	Company	accounted	for	these	sites	as	a	business	combination	and	the	purchase	price	is	reflected	below	in	"Other Acquisitions."

Upon	closing,	the	Company	agreed	to	lease,	sublease	or	otherwise	make	available	collocation	space	at	each	of	the	communications	sites	to	Verizon	for	an	initial	non- cancellable	term	of	ten	years,	subject	to	automatic	extension	for	eight	additional	five-year	renewal	terms.	The	initial	collocation	rent	is	$1,900	per	month	for	each communications	site,	with	annual	increases	of	2%.

The	total	consideration	for	the	Verizon	Transaction	was	$5.066	billion,	which	includes	consideration	for	the	sites	under	the	Master	Prepaid	Lease	as	well	as	cash consideration	for	the	163	acquired	sites.	The	allocation	of	the	consideration	transfered	for	the	11,286	communication	sites	under	the	Master	Prepaid	Lease	was	finalized during	the	year	ended	December	31,	2015.

Airtel	Acquisition—During	the	year	ended	December	31,	2015,	the	Company	acquired	4,716	communications	sites	in	Nigeria	from	certain	subsidiaries	of	Bharti	Airtel Limited	("Airtel")	for	an	aggregate	total	purchase	price	of	$1.112	billion,	including	value	added	tax.	During	the	year	ended	December	31,	2016	there	were	no	changes	to the	preliminary	allocation	of	the	purchase	price	and	the	measurement	period	expired.

The	estimates	of	the	fair	value	of	the	assets	or	rights	acquired	and	liabilities	assumed	at	the	date	of	the	applicable	acquisition	are	subject	to	adjustment	during	the measurement	period	(up	to	one	year	from	the	applicable	acquisition	date).	During	the	year	ended	December	31,	2016,	the	Company	adopted	new	guidance	on	the accounting	for	measurement-period	adjustments	related	to	business	combinations.	This	guidance	requires	that	an	acquirer	make	adjustments	to	the	provisional	amounts recognized	at	the	acquisition	date	with	a	corresponding	adjustment	to	goodwill	in	the	current	period.	Additionally,	the	effects	on	earnings	of	all	measurement-period adjustments	are	included	in	current	period	earnings.

During	the	year	ended	December	31,	2016,	post-closing	adjustments	impacted	the	following	2015	acquisitions:

TIM	Acquisition—On	April	29,	2015,	the	Company	acquired	4,176	communications	sites	from	TIM	Celular	S.A.	("TIM")	for	an	initial	aggregate	purchase	price	of $644.3	million,	which	was	subsequently	reduced	by	$0.8	million	during	the	year	ended	December	31,	2016.	On	September	30,	2015,	the	Company	acquired	an additional	1,125	communications	sites	from	TIM	for	an	initial	aggregate	purchase	price	of	$130.9	million.	On	December	16,	2015,	the	Company	acquired	an	additional 182	communications	sites	from	TIM	for	an	initial	aggregate	purchase	price	of	$21.7	million.

Other	Acquisitions—During	the	year	ended	December	31,	2015,	the	Company	acquired	a	total	of	439	communications	sites	and	related	assets	in	Brazil,	India,	Mexico and	Uganda	for	an	aggregate	purchase	price	of	$22.5	million	(including	$0.3	million	for	the	estimated	fair	value	of	contingent	consideration),	which	was	satisfied	with cash	consideration	and	by	the	issuance	of	credits	to	be	applied	against	trade	accounts	receivable.	The	Company	also	acquired	a	total	of	210	communications	sites	and equipment,	as	well	as	four	property	interests,	in	the	United	States	for	an	aggregate	purchase	price	of	$142.4	million	(including	$1.3	million	for	the	estimated	fair	value	of contingent	consideration),	which	included	the	163	communications	sites	acquired	as	part	of	the	Verizon	Transaction,	described	above.	The	initial	aggregate	purchase price	of	other	acquisitions	was	subsequently	reduced	by	$0.2	million	during	the	year	ended	December	31,	2016.

The	following	table	summarizes	the	preliminary	and	final	allocations	of	the	purchase	prices	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	for	the	fiscal year	2015	acquisitions	based	upon	their	estimated	fair	value	at	the	date	of	acquisition	(in	thousands).

|  | Preliminary	Allocation | Preliminary	Allocation | Final	Allocation	(1) | Final	Allocation	(1) |
| :--- | :--- | :--- | :--- | :--- |
|  | Latin\tAmerica |  | Latin\tAmerica |  |
|  | TIM | Other | TIM | Other |
| Current\tassets | $— | $1,113 | $— | $1,113 |
| Non-current\tassets | — | 995 | — | 995 |
| Property\tand\tequipment | 275,630 | 42,716 | 274,530 | 42,716 |
| Intangible\tassets\t(2): |  |  |  |  |
| \t\t\t\t\tTenant-related\tintangible\tassets | 361,822 | 63,001 | 361,765 | 62,832 |
| \t\t\t\t\tNetwork\tlocation\tintangible\tassets | 115,562 | 37,691 | 115,795 | 37,691 |
| Current\tliabilities | (3,192) | (624) | (3,192) | (624) |
| Other\tnon-current\tliabilities | (74,966) | (4,028) | (74,966) | (4,028) |
| Net\tassets\tacquired | 674,856 | 140,864 | 673,932 | 140,695 |
| Goodwill\t(3) | 122,011 | 24,011 | 122,116 | 24,011 |
| Fair\tvalue\tof\tnet\tassets\tacquired | 796,867 | 164,875 | 796,048 | 164,706 |
| Debt\tassumed | — | — | — | — |
| Purchase\tPrice | $796,867 | $164,875 | $796,048 | $164,706 |

(1) The	allocation	of	the	purchase	prices	was	finalized	during	the	year	ended	December	31,	2016.

(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.

# Pro	Forma	Consolidated	Results	(Unaudited)

The	following	table	presents	the	unaudited	pro	forma	financial	results	as	if	the	2016	acquisitions	had	occurred	on	January	1,	2015	and	the	2015	acquisitions	had occurred	on	January	1,	2014.	The	pro	forma	results	do	not	include	any	anticipated	cost	synergies,	costs	or	other	integration	impacts.	Accordingly,	such	pro	forma amounts	are	not	necessarily	indicative	of	the	results	that	actually	would	have	occurred	had	the	transactions	been	completed	on	the	dates	indicated,	nor	are	they	indicative of	the	future	operating	results	of	the	Company.

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Pro\tforma\trevenues | $6,055,187 | $5,886,691 |
| Pro\tforma\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $847,738 | $544,641 |
| Pro\tforma\tnet\tincome\tper\tcommon\tshare\tamounts: |  |  |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $1.99 | $1.29 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | $1.97 | $1.27 |

# Other	Signed	Acquisitions

Airtel	Tanzania—On	March	17,	2016,	the	Company	entered	into	a	definitive	agreement	with	Airtel,	through	its	subsidiary	company	Airtel	Tanzania	Limited	("Airtel Tanzania"),	pursuant	to	which	the	Company	may	acquire	approximately	1,350	of	Airtel	Tanzania's	communications	sites	in	Tanzania,	for	total	consideration	of approximately	$179.0	million,	subject	to	customary	adjustments.	Under	the	definitive	agreement,	the	Company	may	pay	additional	consideration	to	acquire	up	to approximately	100	additional	communications	sites	currently	in	development.	The	closing	of	this	transaction	is	subject	to	customary	closing	conditions.	In	light	of	recent legislation	in	Tanzania,	the	Company	is	considering	its	options,	including	negotiating	potential	adjustments	to	the	definitive	agreement	in	the	event	a	waiver	of	such legislation	is	not	obtained.

FPS	Towers	France—On	December	19,	2016,	ATC	Europe	entered	into	a	definitive	agreement	with	Antin	Infrastructure	Partners	and	the	individuals	party	thereto	to acquire	100%	of	the	outstanding	shares	of	FPS	Towers	("FPS").	FPS	owns	and	operates	approximately	2,400	wireless	tower	sites	in	France.	This	transaction	closed	on February	15,	2017	for	total	consideration	of	713.9	million	Euros	($757.1	million	at	the	date	of	acquisition),	a	portion	of	which	was	funded	by	PGGM	(see	note	23).

# Acquisition-Related	Contingent	Consideration

The	Company	may	be	required	to	pay	additional	consideration	under	certain	agreements	for	the	acquisition	of	communications	sites	if	specific	conditions	are	met	or events	occur.	In	Colombia	and	Ghana,	the	Company	may	be	required	to	pay	additional	consideration	upon	the	conversion	of	certain	barter	agreements	with	other wireless	carriers	to	cash-paying	lease	agreements.	In	the	United	States,	India	and	South	Africa,	the	Company	may	be	required	to	pay	additional	consideration	if	certain pre-designated	tenant	leases	commence	during	a	specified	period	of	time.

A	summary	of	the	value	of	the	Company's	contingent	consideration	is	as	follows	(in	thousands):

|  | Maximum<br>potential	value	(1) | Estimated	value	at<br>December	31,	2016	(2) | Additions	(3) | Settlements | Change	in	Fair<br>Value |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Colombia | $23,557 | $5,342 | $— | $— | $(4,964) |
| Ghana | 555 | 555 | — | — | 47 |
| India | — | — | — | — | (161) |
| South\tAfrica | 22,291 | 9,154 | 8,692 | — | — |
| United\tStates | 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.

For	more	information	regarding	contingent	consideration,	see	note	11.

# 7.				ACCRUED	EXPENSES

Accrued	expenses	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Accrued\tproperty\tand\treal\testate\ttaxes | $138,361 | $75,827 |
| Payroll\tand\trelated\twithholdings | 76,141 | 62,334 |
| Accrued\trent | 50,951 | 54,732 |
| Amounts\tpayable\tto\ttenants | 32,326 | 58,683 |
| Accrued\tconstruction\tcosts | 28,587 | 19,857 |
| Accrued\tincome\ttax\tpayable | 11,551 | 11,704 |
| Other\taccrued\texpenses | 282,646 | 233,276 |
| Accrued\texpenses | $620,563 | $516,413 |

# 8.				LONG-TERM	OBLIGATIONS

Outstanding	amounts	under	the	Company's	long-term	obligations,	reflecting	discounts,	premiums,	debt	issuance	costs	and	fair	value	adjustments	due	to	interest	rate swaps	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 | Contractual	Interest	Rate<br>(1) | Maturity	Date	(1) |
| :--- | :--- | :--- | :--- | :--- |
| Series\t2013-1A\tSecurities\t(2) | $498,642 | $497,478 | 1.551% | March\t15,\t2018 |
| Series\t2013-2A\tSecurities\t(3) | 1,290,267 | 1,288,689 | 3.070% | March\t15,\t2023 |
| Series\t2015-1\tNotes\t(4) | 347,108 | 346,262 | 2.350% | June\t15,\t2020 |
| Series\t2015-2\tNotes\t(5) | 519,437 | 518,776 | 3.482% | June\t16,\t2025 |
| 2012\tGTP\tNotes\t(6)\t(7) | 179,459 | 281,902 | 4.336%\t-\t7.358% | March\t15,\t2019 |
| Unison\tNotes\t(7)\t(8) | 132,960 | 201,930 | 6.392%\t-\t9.522% | April\t15,\t2020 |
| India\tindebtedness\t(9) | 549,528 | 8,752 | 8.15%\t-\t11.70% | Various |
| Viom\tpreference\tshares\t(10) | 24,537 | — | 13.500% | Various |
| Shareholder\tloans\t(11) | 151,045 | 145,540 | Various | Various |
| Other\tsubsidiary\tdebt\t(12) | 286,009 | 219,902 | Various | Various |
| Total\tAmerican\tTower\tsubsidiary\tdebt | 3,978,992 | 3,509,231 |  |  |
| 2013\tCredit\tFacility\t(13) | 539,975 | 1,225,000 | 1.963% | June\t28,\t2020 |
| Term\tLoan\t(13) | 993,936 | 1,993,601 | 2.020% | January\t31,\t2022 |
| 2014\tCredit\tFacility\t(13) | 1,385,000 | 1,980,000 | 2.432% | January\t31,\t2022 |
| 4.500%\tsenior\tnotes | 998,676 | 997,693 | 4.500% | January\t15,\t2018 |
| 3.40%\tsenior\tnotes | 999,716 | 999,769 | 3.400% | February\t15,\t2019 |
| 7.25%\tsenior\tnotes\t(7) | 297,032 | 296,242 | 7.250% | May\t15,\t2019 |
| 2.800%\tsenior\tnotes | 744,917 | 743,557 | 2.800% | June\t1,\t2020 |
| 5.050%\tsenior\tnotes | 697,352 | 697,216 | 5.050% | September\t1,\t2020 |
| 3.300%\tsenior\tnotes | 744,762 | — | 3.300% | February\t15,\t2021 |
| 3.450%\tsenior\tnotes | 643,848 | 642,786 | 3.450% | September\t15,\t2021 |
| 5.900%\tsenior\tnotes | 497,343 | 497,188 | 5.900% | November\t1,\t2021 |
| 2.250%\tsenior\tnotes | 572,764 | — | 2.250% | January\t15,\t2022 |
| 4.70%\tsenior\tnotes | 696,013 | 695,374 | 4.700% | March\t15,\t2022 |
| 3.50%\tsenior\tnotes | 989,269 | 987,966 | 3.500% | January\t31,\t2023 |
| 5.00%\tsenior\tnotes | 1,002,742 | 1,003,453 | 5.000% | February\t15,\t2024 |
| 4.000%\tsenior\tnotes | 739,985 | 739,057 | 4.000% | June\t1,\t2025 |
| 4.400%\tsenior\tnotes | 495,212 | — | 4.400% | February\t15,\t2026 |
| 3.375%\tsenior\tnotes | 983,369 | — | 3.375% | October\t15,\t2026 |
| 3.125%\tsenior\tnotes | 396,713 | — | 3.125% | January\t15,\t2027 |
| Total\tAmerican\tTower\tCorporation\tdebt | 14,418,624 | 13,498,902 |  |  |
| Other\tdebt,\tincluding\tcapital\tlease\tobligations | 135,849 | 110,876 |  |  |
| Total | 18,533,465 | 17,119,009 |  |  |
| Less\tcurrent\tportion\tlong-term\tobligations | (238,806) | (50,202) |  |  |
| Long-term\tobligations | $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.

(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.

# American	Tower	Subsidiary	Debt

# Subsidiary	Debt

The	Company	has	several	securitizations	in	place.		Cash	flows	generated	by	the	sites	that	secure	the	securitized	debt	are	only	available	for	payment	of	such	debt	and	are not	available	to	pay	the	Company's	other	obligations	or	the	claims	of	its	creditors.	However,	subject	to	certain	restrictions,	the	Company	holds	the	right	to	the	excess cash	flows	not	needed	to	pay	the	securitized	debt	and	other	obligations	arising	out	of	the	securitizations.	The	securitized	debt	is	the	obligation	of	the	issuers	thereof	or borrowers	thereunder,	as	applicable,	and	their	subsidiaries,	and	not	of	the	Company	or	its	other	subsidiaries.

Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series	2013-2A—In	March	2013,	the	Company	completed	a	private	issuance	(the	"2013	Securitization")	of	$1.8 billion	of	Secured	Tower	Revenue	Securities,	Series	2013-1A	and	Series	2013-2A	(the	"2013	Securities")	issued	by	American	Tower	Trust	I	(the	"Trust"),	a	trust established	by	American	Tower	Depositor	Sub,	LLC,	a	wholly	owned	special	purpose	subsidiary	of	the	Company.		The	net	proceeds	of	the	transaction	were	$1.78	billion. The	assets	of	the	Trust	consist	of	a	nonrecourse	loan	(the	"Loan")	to	American	Tower	Asset	Sub,	LLC	and	American	Tower	Asset	Sub	II,	LLC	(the	"AMT	Asset	Subs"), pursuant	to	a	First	Amended	and	Restated	Loan	and	Security	Agreement	dated	as	of	March	15,	2013	(the	"Loan	Agreement").

The	Loan	is	secured	by	(i)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	5,181	wireless	and	broadcast	communications	towers	owned	by the	AMT	Asset	Subs	(the	"2013	Secured	Towers"),	(ii)	a	pledge	of	the	AMT	Asset	Subs'	operating	cash	flows	from	the	2013	Secured	Towers,	(iii)	a	security	interest	in substantially	all	of	the	AMT	Asset	Subs'	personal	property	and	fixtures	and	(iv)	the	AMT	Asset	Subs'	rights	under	the	tenant	leases	and	the	management	agreement entered	into	in	connection	with	the	2013	Securitization.	American	Tower	Holding	Sub,	LLC,	whose	only	material	assets	are	its	equity	interests	in	each	of	the	AMT	Asset Subs,	and	American	Tower	Guarantor	Sub,	LLC,	whose	only	material	asset	are	its	equity	interests	in	American	Tower	Holding	Sub,	LLC,	each	have	guaranteed repayment	of	the	Loan	and	pledged	their	equity	interests	in	their	respective	subsidiary	or	subsidiaries	as	security	for	such	payment	obligations.

The	2013	Securities	were	issued	in	two	separate	series	of	the	same	class	pursuant	to	a	First	Amended	and	Restated	Trust	and	Servicing	Agreement,	with	terms	identical to	the	Loan.	The	effective	weighted	average	life	and	interest	rate	of	the	2013	Securities	was	8.6	years	and	2.648%,	respectively,	as	of	the	date	of	issuance.

American	Tower	Secured	Revenue	Notes,	Series	2015-1,	Class	A	and	Series	2015-2,	Class	A—In	May	2015,	GTP	Acquisition	Partners	I,	LLC	("GTP	Acquisition Partners"),	one	of	the	Company's	wholly	owned	subsidiaries,	refinanced	existing	debt	with	cash	on	hand	and	proceeds	from	a	private	issuance	(the	"2015 Securitization")	of	$350.0	million	of	American	Tower	Secured	Revenue	Notes,	Series	2015-1,	Class	A	(the	"Series	2015-1	Notes")	and	$525.0	million	of	American Tower	Secured	Revenue	Notes,	Series	2015-2,	Class	A	(the	"Series	2015-2	Notes,"	and	together	with	the	Series	2015-1	Notes,	the	"2015	Notes").

The	2015	Notes	are	secured	by	(i)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	3,596	communications	sites	(the	"2015	Secured	Sites") owned	by	GTP	Acquisition	Partners	and	its	subsidiaries	(the	"GTP	Entities")	and	their	operating	cash	flows,	(ii)	a	security	interest	in	substantially	all	of	the	personal property	and	fixtures	of	the	GTP	Entities,	including	GTP	Acquisition	Partners'	equity	interests	in	its	subsidiaries	and	(iii)	the	rights	of	the	GTP	Entities	under	a management	agreement.	American	Tower	Holding	Sub	II,	LLC,	whose	only	material	assets	are	its	equity	interests	in	GTP	Acquisition	Partners,	has	guaranteed repayment	of	the	2015	Notes	and	pledged	its	equity	interests	in	GTP	Acquisition	Partners	as	security	for	such	payment	obligations.

The	2015	Notes	were	issued	by	GTP	Acquisition	Partners	pursuant	to	a	Third	Amended	and	Restated	Indenture	and	related	series	supplements,	each	dated	as	of	May	29, 2015	(collectively,	the	"2015	Indenture"),	between	the	GTP	Entities	and	The	Bank	of	New	York	Mellon,	as	trustee.	The	effective	weighted	average	life	and	interest	rate of	the	2015	Notes	was	8.1	years	and	3.029%,	respectively,	as	of	the	date	of	issuance.

Under	the	terms	of	the	Loan	Agreement	and	2015	Indenture,	amounts	due	will	be	paid	from	the	cash	flows	generated	by	the	2013	Secured	Towers	or	the	2015	Secured Sites,	respectively,	which	must	be	deposited	into	certain	reserve	accounts,	and	thereafter	distributed	solely	pursuant	to	the	terms	of	the	Loan	Agreement	or	2015 Indenture,	as	applicable.	On	a	monthly	basis,	after	payment	of	all	required	amounts	under	the	Loan	Agreement	or	2015	Indenture,	as	applicable,	including	interest payments,	subject	to	the	conditions	described	below,	the	excess	cash	flows	generated	from	the	operation	of	such	assets	are	released	to	the	AMT	Asset	Subs	or	GTP Acquisition	Partners,	as	applicable,	and	can	then	be	distributed	to,	and	used	by,	the	Company.

In	order	to	distribute	any	excess	cash	flow	to	the	Company,	the	AMT	Asset	Subs	and	GTP	Acquisition	Partners	must	each	maintain	a	specified	debt	service	coverage ratio	(the	"DSCR"),	generally	defined	as	the	net	cash	flow	divided	by	the	amount	of	interest,	servicing	fees	and	trustee	fees	required	to	be	paid	over	the	succeeding	12 months	on	the	principal	amount	of	the	Loan	or	the	2015	Notes,	as	applicable,	that	will	be	outstanding	on	the	payment	date	following	such	date	of	determination.	If	the DSCR	were	equal	to	or	below	1.30x	(the	"Cash	Trap	DSCR")	for	any	quarter,	then	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	applicable	transaction	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	AMT	Asset	Subs	or	GTP	Acquisition Partners,	as	applicable.	The	funds	in	the	Cash	Trap	Reserve	Account	will	not	be	released	to	the	AMT	Asset	Subs	or	GTP	Acquisition	Partners	unless	the	DSCR,	as applicable,	exceeds	the	Cash	Trap	DSCR	for	two	consecutive	calendar	quarters.

Additionally,	an	"amortization	period"	commences	if,	as	of	the	end	of	any	calendar	quarter,	the	DSCR	falls	below	1.15x	(the	"Minimum	DSCR")	and	will	continue	to exist	until	the	DSCR	exceeds	the	Minimum	DSCR	for	two	consecutive	calendar	quarters.	With	respect	to	the	2013	Securities,	an	"amortization	period"	also	commences if,	on	the	anticipated	repayment	date	the	component	of	the	Loan	corresponding	to	the	applicable	subclass	of	the	2013	Securities	has	not	been	repaid	in	full,	provided	that such	amortization	period	shall	apply	with	respect	to	such	component	that	has	not	been	repaid	in	full.	If	either	series	of	the	2015	Notes	have	not	been	repaid	in	full	on	the applicable	anticipated	repayment	date,	additional	interest	will	accrue	on	the	unpaid	principal	balance	of	the	applicable	series	of	the	2015	Notes,	and	such	series	will	begin to	amortize	on	a	monthly	basis	from	excess	cash	flow.	During	an	amortization	period,	all	excess	cash	flow	and	any	amounts	then	in	the	applicable	Cash	Trap	Reserve Account	would	be	applied	to	payment	of	the	principal	on	the	Loan	or	the	2015	Notes,	as	applicable.

The	Loan	and	the	2015	Notes	may	be	prepaid	in	whole	or	in	part	at	any	time,	provided	such	payment	is	accompanied	by	the	applicable	prepayment	consideration.	If	the prepayment	occurs	within	12	months	of	the	anticipated	repayment	date	with	respect	to	the	Series	2013-1A	Securities	or	the	Series	2015-1	Notes,	or	18	months	of	the anticipated	repayment	date	with	respect	to	the	Series	2013-2A	Securities	or	the	Series	2015-2	Notes,	no	prepayment	consideration	is	due.	The	Loan	may	be	defeased	in whole	at	any	time	prior	to	the	anticipated	repayment	date	for	any	component	of	the	Loan	then	outstanding.

The	Loan	Agreement	and	the	2015	Indenture	include	operating	covenants	and	other	restrictions	customary	for	transactions	subject	to	rated	securitizations.	Among	other things,	the	AMT	Asset	Subs	and	the	GTP	Entities,	as	applicable,	are	prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their assets	subject	to	customary	carve-outs	for	ordinary	course	trade	payables	and	permitted	encumbrances	(as	defined	in	the	Loan	Agreement	or	the	2015	Indenture,	as applicable).	The	organizational	documents	of	the	AMT	Asset	Subs	and	the	GTP	Entities	contain	provisions	consistent	with	rating	agency	securitization	criteria	for special	purpose	entities,	including	the	requirement	that	they	maintain	independent	directors.	The	Loan	Agreement	and	the	2015	Indenture	also	contain	certain	covenants that	require	the	AMT	Asset	Subs	or	GTP	Acquisition	Partners,	as	applicable,	to	provide	the	respective	trustee	with	regular	financial	reports	and	operating	budgets, promptly	notify	such	trustee	of	events	of	default	and	material	breaches	under	the	Loan	Agreement	and	other	agreements	related	to	the	2013	Secured	Towers	or	the	2015 Indenture	and	other	agreements	related	to	the	2015	Secured	Sites,	as	applicable,	and	allow	the	applicable	trustee	reasonable	access	to	the	sites,	including	the	right	to conduct	site	investigations.

A	failure	to	comply	with	the	covenants	in	the	Loan	Agreement	or	the	2015	Indenture	could	prevent	the	AMT	Asset	Subs	or	GTP	Acquisition	Partners	from	distributing excess	cash	flow	to	the	Company.	Furthermore,	if	the	AMT	Asset	Subs	or	GTP	Acquisition	Partners	were	to	default	on	the	Loan	or	a	series	of	the	2015	Notes,	the applicable	trustee	may	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	all	or	any	portion	of	the	2013	Secured	Towers	or	the	2015	Secured	Sites, respectively,	in	which	case	the	Company	could	lose	the	revenue	associated	with	those	assets.	With	respect	to	the	2015	Notes,	upon	occurrence	and	during	an	event	of default,	the	trustee	may,	in	its	discretion	or	at	direction	of	holders	of	more	than	50%	of	the	aggregate	outstanding

principal	of	any	series	of	the	2015	Notes,	declare	such	series	of	2015	Notes	immediately	due	and	payable,	in	which	case	any	excess	cash	flow	would	need	to	be	used	to pay	holders	of	such	notes.

Further,	under	the	Loan	Agreement	and	the	2015	Indenture,	the	AMT	Asset	Subs	or	GTP	Acquisition	Partners,	respectively,	are	required	to	maintain	reserve	accounts, including	for	amounts	received	or	due	from	tenants	related	to	future	periods,	property	taxes,	insurance,	ground	rents,	certain	expenses	and	debt	service.	Based	on	the terms	of	the	Loan	Agreement	and	the	2015	Indenture,	all	rental	cash	receipts	received	for	each	month	are	reserved	for	the	succeeding	month	and	held	in	an	account controlled	by	the	applicable	trustee	and	then	released.	The	$82.7	million	held	in	the	reserve	accounts	with	respect	to	the	2013	Securitization	and	the	$16.8	million	held	in the	reserve	accounts	with	respect	to	the	2015	Securitization	as	of	December	31,	2016	are	classified	as	Restricted	cash	on	the	Company's	accompanying	consolidated balance	sheets.

2012	GTP	Notes—In	connection	with	the	acquisition	of	MIPT,	the	Company	assumed	existing	indebtedness	issued	by	certain	subsidiaries	of	Global	Tower	Partners	in several	securitization	transactions.	During	the	year	ended	December	31,	2016,	the	Company	repaid	$94.1	million	of	these	notes	and	released	472	sites	in	connection with	this	repayment.	As	of	December	31,	2016,	the	aggregate	amount	outstanding	was	$173.7	million	plus	$5.7	million	of	unamortized	premium.	As	discussed	in	note 23,	all	amounts	outstanding	under	these	notes	were	repaid	subsequent	to	December	31,	2016.

Unison	Notes—In	connection	with	the	acquisition	of	Unison,	the	Company	assumed	$196.0	million	of	existing	securitized	indebtedness.	In	October	2016,	the	Company repaid	$67.0	million	of	these	notes.	As	of	December	31,	2016,	the	aggregate	amount	outstanding	was	$129.0	million	plus	$4.0	million	of	unamortized	premium.	As discussed	in	note	23,	all	amounts	outstanding	under	these	notes	were	repaid	subsequent	to	December	31,	2016.

|  | Amount<br>Outstanding<br>(INR) | Amount<br>Outstanding<br>(USD) | Interest	Rate	(Range) | Maturity	Date	(Range) |
| :--- | :--- | :--- | :--- | :--- |
| Term\tloans | 31,326 | $461.2 | 8.15%\t-\t11.15% | March\t31,\t2017\t-\tNovember\t30,\t2024 |
| Debenture | 6,000 | $88.3 | 9.90% | April\t28,\t2020 |
| Working\tcapital\tfacilities | 0 | $0 | 8.70%\t-\t11.70% | January\t31,\t2017\t-\tOctober\t23,\t2017 |

Viom	preference	shares—As	of	December	31,	2016,	ATC	TIPL	had	166,666,666	Preference	Shares	outstanding,	which	are	required	to	be	redeemed	in	cash. Accordingly,	the	Company	recognized	debt	of	1.67	billion	INR	($24.5	million)	related	to	the	Preference	Shares	outstanding	on	the	consolidated	balance	sheet.

Unless	redeemed	earlier,	the	Preference	Shares	will	be	redeemed	in	two	equal	installments	on	March	26,	2017	and	March	26,	2018	in	an	amount	equal	to	ten	INR	per share	along	with	a	redemption	premium,	as	defined	in	the	investment	agreement,	which

equates	to	a	compounded	return	of	13.5%	per	annum.	ATC	TIPL,	at	its	option,	may	redeem	the	Preference	Shares	prior	to	the	aforementioned	dates,	subject	to	an additional	2%	redemption	premium.

Other	Subsidiary	Debt—The	Company's	other	subsidiary	debt	includes	(i)	publicly	issued	simple	debentures	in	Brazil	(the	"BR	Towers	Debentures")	issued	by	a subsidiary	of	BR	Towers	and	assumed	by	the	Company	in	its	acquisition	of	BR	Towers,	(ii)	a	credit	facility	entered	into	by	one	of	the	Company's	South	African subsidiaries	in	December	2015,	as	amended	(the	"South	African	Credit	Facility"),	(iii)	a	long-term	credit	facility	entered	into	by	one	of	the	Company's	Colombian subsidiaries	in	October	2014	(the	"Colombian	Credit	Facility")	and	(iv)	a	credit	facility	entered	into	by	one	of	the	Company's	Brazilian	subsidiaries	in	December	2014 (the	"Brazil	Credit	Facility")	with	Banco	Nacional	de	Desenvolvimento	Econômico	e	Social.

Amounts	outstanding	and	key	terms	of	other	subsidiary	debt	consisted	of	the	following	as	of	December	31,	2016	(in	millions,	except	percentages):

|  | Amount	Outstanding	(Functional<br>Currency) | Amount	Outstanding	(Functional<br>Currency) | Amount	Outstanding	(USD)	(1) | Amount	Outstanding	(USD)	(1) | Interest	Rate | Maturity	Date |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2016 | 2015 |  |  |
| BR\tTowers\tDebentures\t(2) | 329.3 | 332.8 | $101.0 | $85.2 | 7.400% | October\t15,\t2023 |
| South\tAfrican\tCredit\tFacility\t(3) | 1,164.0 | 830.0 | $84.3 | $53.2 | 9.308% | December\t17,\t2020 |
| Colombian\tCredit\tFacility\t(4) | 170,000.0 | 190,000.0 | $56.1 | $59.6 | 10.920% | April\t24,\t2021 |
| Brazil\tCredit\tFacility\t(5) | 147.7 | 85.4 | $44.6 | $21.9 | Various | January\t15,\t2022 |

(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.

Pursuant	to	the	agreements	governing	the	BR	Towers	Debentures,	the	South	African	Credit	Facility	and	the	Colombian	Credit	Facility,	payments	of	principal	and interest	are	payable	quarterly	in	arrears.	Outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	BR	Towers	Debentures may	be	redeemed	beginning	on	October	15,	2018	at	the	then	outstanding	principal	amount	plus	a	surcharge	and	all	accrued	and	unpaid	interest	thereon.	The	South African	Credit	Facility	may	be	prepaid	in	whole	or	in	part	without	prepayment	consideration.	The	Colombian	Credit	Facility	may	be	prepaid	in	whole	or	in	part	at	any time,	subject	to	certain	limitations	and	prepayment	consideration.

The	South	African	Credit	Facility,	the	Colombian	Credit	Facility	and	the	Brazil	Credit	Facility	are	secured	by,	among	other	things,	liens	on	towers	owned	by	the applicable	borrower.	The	BR	Towers	Debentures	are	secured	by	(i)	100%	of	the	shares	of	the	issuer	thereof	and	(ii)	all	proceeds	and	rights	from	the	issuance	of	the	BR Towers	Debentures,	including	amounts	in	a	Resource	Account,	as	defined	in	the	applicable	agreement.

Each	of	the	agreements	governing	the	other	subsidiary	debt	contains	contractual	covenants	and	other	restrictions.	Failure	to	comply	with	certain	of	the	financial	and operating	covenants	could	constitute	a	default	under	the	applicable	debt	agreement,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

Shareholder	Loans—In	connection	with	the	establishment	of	certain	of	the	Company's	joint	ventures	and	related	acquisitions	of	communications	sites	in	Ghana	and Uganda,	the	Company's	majority	owned	subsidiaries	entered	into	shareholder	loan	agreements,	as	borrowers,	with	wholly	owned	subsidiaries	of	the	Company	and	of	the Company's	joint	venture	partners,	as	lenders.	The	portions	of	the	loans	made	by	the	Company's	wholly	owned	subsidiaries	are	eliminated	in	consolidation	and	the portions	of	the	loans	made	by	each	of	the	Company's	joint	venture	partner's	wholly	owned	subsidiaries	are	reported	as	outstanding	debt	of	the	Company.	Outstanding amounts	under	each	of	the	Company's	shareholder	loans	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 | Contractual	Interest	Rate | Maturity	Date |
| :--- | :--- | :--- | :--- | :--- |
| Ghana\tloan\t(1) | $71,047 | $70,314 | 21.87% | December\t31,\t2019 |
| Uganda\tloan\t(2)(3) | 79,998 | 75,226 | 6.52% | June\t29,\t2019 |

(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.

# American	Tower	Corporation	Debt

Bank	Facilities—In	November	2016,	the	Company	entered	into	amendment	agreements	(the	"Credit	Facility	Amendments")	with	respect	to	(i)	its	multicurrency	senior unsecured	revolving	credit	facility	entered	into	in	June	2013,	as	amended	(the	"2013	Credit	Facility"),	(ii)	its	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	(iii)	its	unsecured	term	loan	entered	into	in	October 2013,	as	amended	(the	"Term	Loan"),	which,	among	other	things,	(i)	extend	the	maturity	dates	by	one	year	to	June	28,	2020,	January	31,	2022	and	January	31,	2022, respectively,	(ii)	increase	the	maximum	Revolving	Loan	Commitments,	after	giving	effect	to	any	Incremental	Commitments	(each	as	defined	in	the	loan	agreements	for each	of	the	2013	Credit	Facility	and	the	2014	Credit	Facility)	to	$4.25	billion	and	$3.00	billion	under	the	2013	Credit	Facility	and	the	2014	Credit	Facility,	respectively, (iii)	amend	the	limitation	on	indebtedness	of,	and	guaranteed	by,	the	Company's	subsidiaries	to	the	greater	of	(x)	$2.25	billion	and	(y)	50%	of	Adjusted	EBITDA	(as defined	in	the	agreements	for	each	of	the	2013	Credit	Facility,	the	2014	Credit	Facility	and	the	Term	Loan)	of	the	Company	and	its	subsidiaries	on	a	consolidated	basis and	(iv)	amend	the	limitation	of	the	Company's	permitted	ratio	of	Total	Debt	to	Adjusted	EBITDA	(each	as	defined	in	the	agreements	for	each	of	the	2013	Credit Facility,	the	2014	Credit	Facility	and	the	Term	Loan)	to	be	no	greater	than	(x)	6.00	to	1.00	as	of	the	end	of	each	fiscal	quarter	or	(y)	7.00	to	1.00	as	of	the	specified	time periods	after	the	occurrence	of	a	Qualified	Acquisition	(as	defined	in	each	of	the	Credit	Facility	Amendments).

2013	Credit	Facility—The	Company	has	the	ability	to	borrow	up	to	$2.75	billion	under	the	2013	Credit	Facility,	which	includes	a	$1.0	billion	sublimit	for	multicurrency borrowings,	a	$200.0	million	sublimit	for	letters	of	credit	and	a	$50.0	million	sublimit	for	swingline	loans.	During	the	year	ended	December	31,	2016,	the	Company borrowed	an	aggregate	of	$1.9	billion	and	repaid	an	aggregate	of	$2.6	billion	of	revolving	indebtedness	under	the	2013	Credit	Facility.	The	Company	primarily	used	the borrowings	to	fund	the	Viom	Acquisition	and	general	corporate	purposes.

2014	Credit	Facility—The	Company	has	the	ability	to	borrow	up	to	$2.0	billion	under	the	2014	Credit	Facility,	which	includes	a	$200.0	million	sublimit	for	letters	of credit	and	a	$50.0	million	sublimit	for	swingline	loans.	During	the	year	ended	December	31,	2016,	the	Company	borrowed	an	aggregate	of	$245.0	million	and	repaid	an aggregate	of	$840.0	million	of	revolving	indebtedness	under	the	2014	Credit	Facility.

Term	Loan—During	the	year	ended	December	31,	2016,	the	Company	repaid	$1.0	billion	of	indebtedness	under	the	Term	Loan.

The	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility	do	not	require	amortization	of	principal	and	may	be	paid	prior	to	maturity	in	whole	or	in	part	at	the Company's	option	without	penalty	or	premium.	The	Company	has	the	option	of	choosing	either	a	defined	base	rate	or	the	London	Interbank	Offered	Rate	("LIBOR")	as the	applicable	base	rate	for	borrowings	under	the	Term	Loan,	the	2013	Credit	Facility	and	the	2014	Credit	Facility.	The	interest	rates	range	between	1.000%	to	2.000% above	LIBOR	for	LIBOR	based	borrowings	or	up	to	1.000%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	our	debt	ratings.

As	of	December	31,	2016,	the	key	terms	under	the	2013	Credit	Facility,	the	2014	Credit	Facility	and	the	Term	Loan	were	as	follows:

|  | Outstanding |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Principal\tBalance |  | Undrawn\tletters\tof |  |  | Current\tmargin\tover\tLIBOR | Current\tcommitment\tfee |
|  | (in\tmillions) |  | credit\t(in\tmillions) | Maturity\tDate |  | and\tbase\trate | (1) |
| 2013\tCredit\tFacility | $540.0 | (2) $ | 3.2 | June\t28,\t2020 | (3) | 1.250%\tand\t0.250% | 0.150% |
| 2014\tCredit\tFacility | $1,385.0 | (4) $ | 7.3 | January\t31,\t2022 | (3) | 1.250%\tand\t0.250% | 0.150% |
| Term\tLoan | $1,000.0 | (2) $ | — | January\t31,\t2022 |  | 1.250%\tand\t0.250% | N/A |

(1)				Fee	on	undrawn	portion	of	each	credit	facility.

(3)				Subject	to	two	optional	renewal	periods.

3.300%	Notes	and	4.400%	Notes	Offerings—On	January	12,	2016,	the	Company	completed	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").	The	net	proceeds	from	these	offerings	were	approximately	$1,237.2	million,	after	deducting	commissions	and	estimated	expenses.	The	Company	used	the proceeds	to	repay	existing	indebtedness	under	the	2013	Credit	Facility	and	for	general	corporate	purposes.

3.375%	Notes	Offering—On	May	13,	2016,	the	Company	completed	a	registered	public	offering	of	$1.0	billion	aggregate	principal	amount	of	3.375%	senior	unsecured notes	due	2026	(the	"3.375%	Notes").	The	net	proceeds	from	this	offering	were	approximately	$981.5	million,	after	deducting	commissions	and	estimated	expenses.	The Company	used	the	proceeds	to	repay	existing	indebtedness	under	the	2013	Credit	Facility.

2.250%	Notes	and	3.125%	Notes	Offerings—On	September	30,	2016,	the	Company	completed	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").	The	net	proceeds	from	these	offerings	were	approximately	$990.6	million,	after	deducting	commissions	and	estimated	expenses.	The	Company	used the	proceeds	to	repay	existing	indebtedness	under	the	Term	Loan.

The	Company	entered	into	interest	rate	swap	agreements,	which	were	designated	as	fair	value	hedges	at	inception,	to	hedge	against	changes	in	fair	value	of	the	2.250% Notes	resulting	from	changes	in	interest	rates.	As	of	December	31,	2016,	the	interest	rate	on	the	2.250%	Notes,	after	giving	effect	to	the	interest	rate	swap	agreements, was	1.97%.

The	following	table	outlines	key	terms	related	to	the	Company's	outstanding	senior	notes	as	of	December	31,	2016:

(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.

(4) Includes	$22.3	million	fair	value	adjustment	due	to	interest	rate	swaps.

The	Company	may	redeem	each	series	of	notes	at	any	time,	subject	to	the	terms	of	the	applicable	supplemental	indenture,	in	whole	or	in	part,	at	a	redemption	price	equal to	100%	of	the	principal	amount	of	the	notes	plus	a	make-whole	premium,	together	with	accrued	interest	to	the	redemption	date.	In	addition,	if	the	Company	undergoes	a change	of	control	and	corresponding	ratings	decline,	each	as	defined	in	the	applicable	supplemental	indenture,	it	may	be	required	to	repurchase	all	of	the	applicable notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount	of	such	notes,	plus	accrued	and	unpaid	interest	(including	additional	interest,	if	any),	up	to	but	not including	the	repurchase	date.	The	notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future indebtedness	and	other	obligations	of	its	subsidiaries.

Each	applicable	supplemental	indenture	for	the	notes	contains	certain	covenants	that	restrict	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	its	(together with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	the	Company,	and	its	subsidiaries,	may	incur	certain liens	on	assets,	mortgages	or	other	liens	securing	indebtedness	if	the	aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	applicable supplemental	indenture.

Capital	Lease	and	Other	Obligations—The	Company's	capital	lease	and	other	obligations	approximated	$135.8	million	and	$110.9	million	as	of	December	31,	2016 and	2015,	respectively.	These	obligations	are	secured	by	the	related	assets,	bear	interest	at	rates	of	2.40%	to	9.50%,	and	mature	in	periods	ranging	from	less	than	one year	to	approximately	seventy	years.

Maturities—Aggregate	principal	maturities	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	expected	to	be	(in	thousands):

| 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\tcash\tobligations | 18,652,904 |
| Unamortized\tdiscounts,\tpremiums\tand\tdebt\tissuance\tcosts\tand\tfair\tvalue\tadjustments,\tnet | (119,439) |
| Balance\tas\tof\tDecember\t31,\t2016 | $18,533,465 |

# 9.				OTHER	NON-CURRENT	LIABILITIES

Other	non-current	liabilities	consisted	of	the	following	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Unearned\trevenue | $457,272 | $451,844 |
| Deferred\trent\tliability | 407,157 | 348,532 |
| Other\tmiscellaneous\tliabilities | 278,294 | 158,973 |
| Other\tnon-current\tliabilities | $1,142,723 | $959,349 |

# 10.				ASSET	RETIREMENT	OBLIGATIONS

The	changes	in	the	carrying	amount	of	the	Company's	asset	retirement	obligations	were	as	follows	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $856,936 | $609,035 |
| Additions | 64,092 | 277,982 |
| Accretion\texpense | 67,010 | 55,592 |
| Revisions\tin\testimates\t(1) | (21,130) | (83,636) |
| Settlements | (1,401) | (2,037) |
| Balance\tas\tof\tDecember\t31, | $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.

As	of	December	31,	2016,	the	estimated	undiscounted	future	cash	outlay	for	asset	retirement	obligations	was	$2.5	billion.

# 11.				FAIR	VALUE	MEASUREMENTS

The	Company	determines	the	fair	value	of	its	financial	instruments	based	on	the	fair	value	hierarchy,	which	requires	an	entity	to	maximize	the	use	of	observable	inputs and	minimize	the	use	of	unobservable	inputs	when	measuring	fair	value.	Below	are	the	three	levels	of	inputs	that	may	be	used	to	measure	fair	value:

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.

Items	Measured	at	Fair	Value	on	a	Recurring	Basis—The	fair	value	of	the	Company's	financial	assets	and	liabilities	that	are	required	to	be	measured	on	a	recurring basis	at	fair	value	was	as	follows	(in	thousands):

|  | December	31,	2016 | December	31,	2016 | December	31,	2016 | December	31,	2015 | December	31,	2015 | December	31,	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Fair\tValue\tMeasurements\tUsing |  | Fair\tValue\tMeasurements\tUsing | Fair\tValue\tMeasurements\tUsing |  |
|  | Level\t1 | Level\t2 | Level\t3 | Level\t1 | Level\t2 | Level\t3 |
| Assets: |  |  |  |  |  |  |
| Short-term\tinvestments\t(1) | $4,026 | — | — | — | — | — |
| Interest\trate\tswap\tagreements | — | $3 | — | — | $692 | — |
| Embedded\tderivative\tin\tlease\tagreement | — | — | $13,290 | — | — | $14,176 |
| Liabilities: |  |  |  |  |  |  |
| Interest\trate\tswap\tagreements | — | $24,682 | — | — | — | — |
| Acquisition-related\tcontingent\tconsideration | — | — | $15,444 | — | — | $12,436 |

(1) Consists	of	highly	liquid	investments	with	original	maturities	in	excess	of	three	months.

# Interest	Rate	Swap	Agreements

The	fair	value	of	the	Company's	interest	rate	swap	agreements	is	determined	using	pricing	models	with	inputs	that	are	observable	in	the	market	or	can	be	derived principally	from,	or	corroborated	by,	observable	market	data.	For	derivative	instruments	that	are	designated	and	qualify	as	fair	value	hedges,	changes	in	value	of	the derivatives	are	recognized	in	the	consolidated	statement	of	operations	in	the	current	period,	along	with	the	offsetting	gain	or	loss	on	the	hedged	item	attributable	to	the hedged	risk.	For	derivative	instruments	that	are	designated	and	qualify	as	a	cash	flow	hedges,	the	Company	records	the	change	in	fair	value	for	the	effective	portion	of the	cash	flow	hedges	in	AOCI	in	the	consolidated	balance	sheets	and	reclassifies	a	portion	of	the	value	from	AOCI	into	Interest	expense	on	a	quarterly	basis	as	the	cash flows	from	the	hedged	item	affects	earnings.	The	Company	records	the	settlement	of	interest	rate	swap	agreements	in	Gain	(loss)	on	retirement	of	long-term	obligations in	the	consolidated	statements	of	operations	in	the	period	in	which	the	settlement	occurs.

The	Company	entered	into	three	interest	rate	swap	agreements	with	an	aggregate	notional	value	of	$600.0	million	related	to	the	2.250%	Notes.	These	interest	rate	swaps, which	were	designated	as	fair	value	hedges	at	inception,	were	entered	into	to	hedge	against	changes	in	fair	value	of	the	2.250%	Notes	resulting	from	changes	in	interest rates.	The	interest	rate	swap	agreements	require	the	Company	to	pay	interest	at	a	variable	interest	rate	of	one-month	LIBOR	plus	applicable	spreads	and	to	receive	fixed interest	at	a	rate	of	2.250%	through	January	15,	2022.	During	the	year	ended	December	31,	2016,	the	Company	recorded	a	$2.4	million	fair	value	adjustment	which	was recorded	in	Other	expense	in	the	consolidated	statement	of	operations.	As	of	December	31,	2016,	the	interest	rate	swap	agreements	in	the	U.S.	were	included	in	Other non-current	liabilities	on	the	consolidated	balance	sheet.

One	of	the	Company's	Colombian	subsidiaries	entered	into	an	interest	rate	swap	agreement	with	an	aggregate	notional	value	of	100.0	billion	COP	($33.3	million)	with certain	of	the	lenders	under	the	Colombian	Credit	Facility.	The	interest	rate	swap

agreement,	which	was	designated	as	a	cash	flow	hedge	at	inception,	was	entered	into	to	manage	exposure	to	variability	in	interest	rates	on	debt.	The	interest	rate	swap agreement	requires	the	payment	of	a	fixed	interest	rate	of	5.74%	and	pays	variable	interest	at	the	three-month	Inter-bank	Rate	(IBR)	through	the	earlier	of	termination	of the	underlying	debt	or	April	24,	2021.	The	notional	value	is	reduced	in	accordance	with	the	repayment	schedule	under	the	Colombian	Credit	Facility.

The	notional	amount	and	fair	value	of	the	Colombian	interest	rate	swap	agreements	were	as	follows	as	of	December	31,	(in	thousands):

|  | 2016<br>Local | USD | 2015<br>Local | USD |
| :--- | :--- | :--- | :--- | :--- |
| Colombia\t(COP)\t(1) |  |  |  |  |
| Notional | 85,000,000 | $28,327 | 95,000,000 | $30,164 |
| Fair\tValue | 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.

# Embedded	Derivative	in	Lease	Agreement

In	connection	with	the	acquisition	of	communications	sites	in	Nigeria,	the	Company	entered	into	a	site	lease	agreement	where	a	portion	of	the	monthly	rent	to	be	received is	escalated	based	on	an	index	outside	the	lessor's	economic	environment.	The	fair	value	of	the	portion	of	the	lease	tied	to	the	U.S.	CPI	was	$14.6	million	at	the	date	of acquisition	and	was	recorded	in	Notes	receivable	and	other	non-current	assets	on	the	consolidated	balance	sheet.	The	fair	value	of	the	Company's	embedded	derivative	is determined	using	a	discounted	cash	flow	approach,	which	takes	into	consideration	Level	3	unobservable	inputs,	including	expected	future	cash	flows	over	the	period	in which	the	associated	payment	is	expected	to	be	received	and	applies	a	discount	factor	that	captures	uncertainties	in	the	future	periods	associated	with	the	expected payment.	During	the	year	ended	December	31,	2016,	the	Company	recorded	$0.9	million	of	a	fair	value	adjustment,	which	was	recorded	in	Other	expense	in	the consolidated	statement	of	operations.

Acquisition-related	contingent	consideration	is	initially	measured	and	recorded	at	fair	value	as	an	element	of	consideration	paid	in	connection	with	an	acquisition	with subsequent	adjustments	recognized	in	Other	operating	expenses	in	the	consolidated	statements	of	operations.	The	fair	value	of	acquisition-related	contingent consideration,	and	any	subsequent	changes	in	fair	value,	is	determined	by	using	a	discounted	probability-weighted	approach,	which	takes	into	consideration	Level	3 unobservable	inputs,	including	assessments	of	expected	future	cash	flows	over	the	period	in	which	the	obligation	is	expected	to	be	settled,	and	applies	a	discount	factor that	captures	the	uncertainties	associated	with	the	obligation.	Changes	in	the	unobservable	inputs	of	Level	3	assets	or	liabilities	could	significantly	impact	the	fair	value of	these	assets	or	liabilities	recorded	in	the	accompanying	consolidated	balance	sheets,	with	the	adjustments	being	recorded	in	the	consolidated	statements	of	operations.

As	of	December	31,	2016,	the	Company	estimates	that	the	value	of	all	potential	acquisition-related	contingent	consideration	required	payments	to	be	between	zero	and $46.8	million.	The	changes	in	fair	value	of	the	contingent	consideration	were	as	follows	during	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $12,436 | $28,524 |
| Additions | 8,811 | 1,626 |
| Settlements | (306) | (7,943) |
| Change\tin\tfair\tvalue | (6,372) | (4,781) |
| Foreign\tcurrency\ttranslation\tadjustment | 875 | (4,990) |
| Balance\tas\tof\tDecember\t31 | $15,444 | $12,436 |

# Items	Measured	at	Fair	Value	on	a	Nonrecurring	Basis

Assets	Held	and	Used—The	Company's	long-lived	assets	are	recorded	at	amortized	cost	and,	if	impaired,	are	adjusted	to	fair	value	using	Level	3	inputs.	During	the	year ended	December	31,	2016,	certain	long-lived	assets	held	and	used	with	a	carrying	value	of	$12.7	billion	were	written	down	to	their	net	realizable	value	as	a	result	of	an asset	impairment	charge	of	$28.5	million.	During	the	year	ended	December	31,	2015,	certain	long-lived	assets	held	and	used	with	a	carrying	value	of	$12.6	billion	were written	down	to	their	net	realizable	value	as	a	result	of	an	asset	impairment	charge	of	$15.1	million.	The	asset	impairment	charges	are	recorded	in	Other	operating expenses	in	the	accompanying	consolidated	statements	of	operations.	These	adjustments	were	determined	by	comparing	the	estimated	fair	value	utilizing	projected future	discounted	cash	flows	to	be	provided	from	the	long-lived	assets	to	the	asset's	carrying	value.

There	were	no	other	items	measured	at	fair	value	on	a	nonrecurring	basis	during	the	year	ended	December	31,	2016.

Fair	Value	of	Financial	Instruments—The	Company's	financial	instruments	for	which	the	carrying	value	reasonably	approximates	fair	value	at	December	31,	2016	and 2015	include	cash	and	cash	equivalents,	restricted	cash,	accounts	receivable	and	accounts	payable.	The	Company's	estimates	of	fair	value	of	its	long-term	obligations, including	the	current	portion,	are	based	primarily	upon	reported	market	values.	For	long-term	debt	not	actively	traded,	fair	value	is	estimated	using	either	indicative	price quotes	or	a	discounted	cash	flow	analysis	using	rates	for	debt	with	similar	terms	and	maturities.	As	of	December	31,	2016,	the	carrying	value	and	fair	value	of	long-term obligations,	including	the	current	portion,	were	$18.5	billion	and	$18.8	billion,	respectively,	of	which	$11.8	billion	was	measured	using	Level	1	inputs	and	$7.0	billion was	measured	using	Level	2	inputs.	As	of	December	31,	2015,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	the	current	portion,	were	$17.1 billion	and	$17.4	billion,	respectively,	of	which	$8.7	billion	was	measured	using	Level	1	inputs	and	$8.7	billion	was	measured	using	Level	2	inputs.

The	Company	has	filed,	for	prior	taxable	years	through	its	taxable	year	ended	December	31,	2011,	consolidated	U.S.	federal	tax	returns,	which	included	all	of	its	then wholly	owned	domestic	subsidiaries.	For	its	taxable	year	commencing	January	1,	2012,	the	Company	filed,	and	intends	to	continue	to	file,	as	a	REIT,	and	its	domestic TRSs	filed,	and	intend	to	continue	to	file,	separate	tax	returns	as	required.	The	Company	also	files	tax	returns	in	various	states	and	countries.	The	Company's	state	tax returns	reflect	different	combinations	of	the	Company's	subsidiaries	and	are	dependent	on	the	connection	each	subsidiary	has	with	a	particular	state	and	form	of organization.	The	following	information	pertains	to	the	Company's	income	taxes	on	a	consolidated	basis.

The	income	tax	provision	from	continuing	operations	consisted	of	the	following	for	the	years	ended	December	31,	(in	thousands):

|  | 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\ttax\tprovision | $(155,501) | $(157,955) | $(62,505) |

The	effective	tax	rate	("ETR")	on	income	from	continuing	operations	for	the	years	ended	December	31,	2016,	2015	and	2014	differs	from	the	federal	statutory	rate primarily	due	to	the	Company's	qualification	for	taxation	as	a	REIT,	as	well	as	adjustments	for	foreign	items.	As	a	REIT,	the	Company	may	deduct	earnings	distributed to	stockholders	against	the	income	generated	by	its	REIT	operations.	In	addition,	the	Company	is	able	to	offset	certain	income	by	utilizing	its	NOLs,	subject	to	specified limitations.

Reconciliation	between	the	U.S.	statutory	rate	and	the	effective	rate	from	continuing	operations	is	as	follows	for	the	years	ended	December	31:

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35\t% | 35\t% | 35\t% |
| Adjustment\tto\treflect\tREIT\tstatus\t(1) | (35) | (35) | (35) |
| Foreign\ttaxes | 5 | 3 | 2 |
| Foreign\twithholding\ttaxes | 4 | 3 | 3 |
| Uncertain\ttax\tpositions | 5 | — | — |
| Change\tin\ttax\tlaw | — | 2 | — |
| MIPT\ttax\telection\t(2) | — | 11 | — |
| Other | — | — | 2 |
| Effective\ttax\trate | 14\t% | 19\t% | 7\t% |

(2)				Includes	federal	and	state	taxes,	net	of	federal	benefit.

The	domestic	and	foreign	components	of	income	from	continuing	operations	before	income	taxes	are	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| United\tStates | $882,552 | $785,201 | $857,457 |
| Foreign | 243,308 | 44,761 | 8,247 |
| Total | $1,125,860 | $829,962 | $865,704 |

The	components	of	the	net	deferred	tax	asset	and	liability	and	related	valuation	allowance	were	as	follows	as	of	December	31,	(in	thousands):

|  | 2016 | 2015 |
| :--- | :--- | :--- |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | $278,674 | $277,977 |
| Accrued\tasset\tretirement\tobligations | 130,014 | 92,295 |
| Stock-based\tcompensation | 4,267 | 3,889 |
| Unearned\trevenue | 29,003 | 25,654 |
| Unrealized\tloss\ton\tforeign\tcurrency | 26,883 | 37,440 |
| Other\taccruals\tand\tallowances | 45,578 | 13,824 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 26,886 | 17,608 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (942,409) | (194,230) |
| Deferred\trent | (27,099) | (20,720) |
| Other | (9,294) | (11,077) |
| Subtotal | (437,497) | 242,660 |
| Valuation\tallowance | (144,397) | (136,952) |
| Net\tdeferred\ttax\t(liabilities)\tassets | $(581,894) | $105,708 |

As	described	in	note	1,	effective	January	1,	2016,	the	Company	adopted	new	guidance	on	the	accounting	for	share-based	payment	transactions.	As	part	of	this	new guidance,	excess	windfall	tax	benefits	and	tax	deficiencies	related	to	the	Company's	stock	option	exercises	and	restricted	stock	unit	vestings	are	recognized	as	an	income tax	benefit	or	expense	in	the	consolidated

statement	of	operations	in	the	period	in	which	the	deduction	occurs.	Excess	windfall	tax	benefits	and	tax	deficiencies	are	therefore	not	anticipated	when	determining	the annual	ETR	and	are	instead	recognized	in	the	interim	period	in	which	those	items	occur.

At	December	31,	2016	and	2015,	the	Company	has	provided	a	valuation	allowance	of	$144.4	million	and	$137.0	million,	respectively,	which	primarily	relates	to	foreign items.	During	2016,	the	Company	increased	the	amounts	recorded	as	valuation	allowances	due	to	the	uncertainty	as	to	the	timing	of,	and	the	Company's	ability	to recover,	net	deferred	tax	assets	in	certain	foreign	operations	in	the	foreseeable	future.	The	increase	in	the	valuation	allowance	for	the	year	ending	December	31,	2016,	is offset	by	fluctuations	in	foreign	currency	exchange	rates	and	by	a	removal	of	previously	reserved	deferred	tax	assets	resulting	from	a	restructuring	in	Germany.	The amount	of	deferred	tax	assets	considered	realizable,	however,	could	be	adjusted	if	objective	evidence	in	the	form	of	cumulative	losses	is	no	longer	present	and	additional weight	may	be	given	to	subjective	evidence	such	as	the	Company's	projections	for	growth.

A	summary	of	the	activity	in	the	valuation	allowance	is	as	follows	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1, | $136,952 | $141,241 | $136,006 |
| Additions\t(1) | 14,118 | 19,512 | 40,124 |
| Reversals | — | — | (10,769) |
| Foreign\tcurrency\ttranslation | (6,673) | (23,801) | (24,120) |
| Balance\tas\tof\tDecember\t31, | $144,397 | $136,952 | $141,241 |

(1)				Includes	net	charges	to	expense	and	allowances	established	through	goodwill	at	acquisition.

The	recoverability	of	the	Company's	deferred	tax	assets	has	been	assessed	utilizing	projections	based	on	its	current	operations.	Accordingly,	the	recoverability	of	the deferred	tax	assets	is	not	dependent	on	material	asset	sales	or	other	non-routine	transactions.	Based	on	its	current	outlook	of	future	taxable	income	during	the carryforward	period,	the	Company	believes	that	deferred	tax	assets,	other	than	those	for	which	a	valuation	allowance	has	been	recorded,	will	be	realized.

The	Company	considers	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	of	the	United	States	on	the	basis	of	estimates	that	future domestic	cash	generation	will	be	sufficient	to	meet	future	domestic	cash	needs.	The	Company	has	not	recorded	a	deferred	tax	liability	related	to	the	U.S.	federal	and state	income	taxes	and	foreign	withholding	taxes	on	$648.7	million	of	undistributed	earnings	of	foreign	subsidiaries	indefinitely	invested	outside	of	the	United	States. Should	the	Company	decide	to	repatriate	the	foreign	earnings,	it	may	have	to	adjust	the	income	tax	provision	in	the	period	it	determined	that	the	earnings	will	no	longer be	indefinitely	invested	outside	of	the	United	States.

At	December	31,	2016,	the	Company	had	net	federal,	state	and	foreign	operating	loss	carryforwards	available	to	reduce	future	taxable	income.	If	not	utilized,	the Company's	NOLs	expire	as	follows	(in	thousands):

| Years	ended	December	31, | Federal | State | Foreign |
| :--- | :--- | :--- | :--- |
| 2017\tto\t2021 | $— | $59,213 | $8,950 |
| 2022\tto\t2026 | — | 388,695 | 184,611 |
| 2027\tto\t2031 | 146,763 | 98,538 | — |
| 2032\tto\t2036 | 16,604 | 32,345 | — |
| Indefinite\tcarryforward | — | — | 831,185 |
| Total | $163,367 | $578,791 | $1,024,746 |

In	addition,	the	Company	has	Mexican	tax	credits	of	$0.9	million,	which	if	not	utilized	will	expire	in	2017.

As	of	December	31,	2016	and	2015,	the	total	amount	of	unrecognized	tax	benefits	that	would	impact	the	ETR,	if	recognized,	is	$102.9	million	and	$28.1	million, respectively.	The	amount	of	unrecognized	tax	benefits	for	the	year	ended	December	31,	2016,	includes	additions	to	the	Company's	existing	tax	positions	of	$82.9 million,	which	includes	$23.8	million	assumed	through	acquisition.

The	Company	expects	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,	or	if	the	applicable	statute	of	limitations	lapses.	The	impact	of	the	amount	of	such	changes	to	previously	recorded	uncertain	tax	positions	could range	from	zero	to	$10.8	million.

A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	are	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $28,114 | $31,947 | $32,545 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 82,912 | 5,042 | 4,187 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | — | — | 3,780 |
| Foreign\tcurrency | (307) | (5,371) | (3,216) |
| Reduction\tas\ta\tresult\tof\tthe\tlapse\tof\tstatute\tof\tlimitations\tand\teffective\tsettlements | (3,168) | (3,504) | (5,349) |
| Balance\tat\tDecember\t31 | $107,551 | $28,114 | $31,947 |

During	the	years	ended	December	31,	2016,	2015	and	2014,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed	and	certain	positions	were	effectively settled,	which	resulted	in	a	decrease	of	$3.2	million,	$3.5	million	and	$5.3	million,	respectively,	in	the	liability	for	uncertain	tax	benefits,	all	of	which	reduced	the income	tax	provision.

The	Company	recorded	penalties	and	tax-related	interest	expense	to	the	tax	provision	of	$9.2	million,	$3.2	million	and	$6.5	million	for	the	years	ended	December	31, 2016,	2015	and	2014,	respectively.	In	addition,	due	to	the	expiration	of	the	statute	of	limitations	in	certain	jurisdictions,	the	Company	reduced	its	liability	for	penalties and	income	tax-related	interest	expense	related	to	uncertain	tax	positions	during	the	years	ended	December	31,	2016,	2015	and	2014	by	$3.4	million,	$3.1	million	and $9.9	million,	respectively.

As	of	December	31,	2016	and	2015,	the	total	amount	of	accrued	income	tax-related	interest	and	penalties	included	in	the	consolidated	balance	sheets	were	$24.3	million and	$20.2	million,	respectively.

The	Company	has	filed	for	prior	taxable	years,	and	for	its	taxable	year	ended	December	31,	2016	will	file,	numerous	consolidated	and	separate	income	tax	returns, including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns.	The	Company	is	subject	to	examination	in	the	U.S.	and	various	state	and	foreign	jurisdictions	for certain	tax	years.	As	a	result	of	the	Company's	ability	to	carryforward	federal,	state	and	foreign	NOLs,	the	applicable	tax	years	generally	remain	open	to	examination several	years	after	the	applicable	loss	carryforwards	have	been	used	or	have	expired.	The	Company	regularly	assesses	the	likelihood	of	additional	assessments	in	each	of the	tax	jurisdictions	resulting	from	these	examinations.	The	Company	believes	that	adequate	provisions	have	been	made	for	income	taxes	for	all	periods	through December	31,	2016.

# 13.				STOCK-BASED	COMPENSATION

Summary	of	Stock-Based	Compensation	Plans—The	Company	maintains	equity	incentive	plans	that	provide	for	the	grant	of	stock-based	awards	to	its	directors,	officers and	employees.	The	2007	Equity	Incentive	Plan	(the	"2007	Plan")	provides	for	the	grant	of	non-qualified	and	incentive	stock	options,	as	well	as	restricted	stock	units, restricted	stock	and	other	stock-based	awards.	Exercise	prices	in	the	case	of	non-qualified	and	incentive	stock	options	are	not	less	than	the	fair	value	of	the	underlying common	stock	on	the	date	of	grant.	Equity	awards	typically	vest	ratably,	generally	over	four	years	for	RSUs	and	stock	options	and	three	years	for	PSUs.	Stock	options generally	expire	10	years	from	the	date	of	grant.	As	of	December	31,	2016,	the	Company	had	the	ability	to	grant	stock-based	awards	with	respect	to	an	aggregate	of	9.5 million	shares	of	common	stock	under	the	2007	Plan.	In	addition,	the	Company	maintains	an	employee	stock	purchase	plan	(the	"ESPP")	pursuant	to	which	eligible employees	may	purchase	shares	of	the	Company's	common	stock	on	the	last	day	of	each	bi-annual	offering	period	at	a	discount	of	the	lower	of	the	closing	market	value on	the	first	or	last	day	of	such	offering	period.	The	offering	periods	run	from	June	1	through	November	30	and	from	December	1	through	May	31	of	each	year.

During	the	years	ended	December	31,	2016,	2015	and	2014,	the	Company	recorded	and	capitalized	the	following	stock-based	compensation	expenses	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Stock-based\tcompensation\texpense | $89,898 | $90,537 | $80,153 |
| Stock-based\tcompensation\texpense\tcapitalized\tas\tproperty\tand\tequipment | 1,443 | 2,052 | 1,589 |

Stock	Options—The	fair	value	of	each	option	granted	during	the	period	was	estimated	on	the	date	of	grant	using	the	Black-Scholes	option	pricing	model	based	on	the assumptions	noted	in	the	table	below.	The	expected	life	of	stock	options	(estimated	period	of	time	outstanding)	was	estimated	using	the	vesting	term	and	historical exercise	behavior	of	the	Company's	employees.	The	risk-free	interest	rate	was	based	on	the	U.S.	Treasury	yield	with	a	term	that	approximated	the	estimated	life	in	effect at	the	accounting	measurement	date.	The	expected	volatility	of	the	underlying	stock	price	was	based	on	historical	volatility	for	a	period	equal	to	the	expected	life	of	the stock	options.	The	expected	annual	dividend	yield	was	the	Company's	best	estimate	of	expected	future	dividend	yield.

Key	assumptions	used	to	apply	this	pricing	model	were	as	follows:

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 1.00%\t-\t1.73% | 1.32%\t-\t1.62% | 1.46%\t-\t1.74% |
| Weighted\taverage\trisk-free\tinterest\trate | 1.44% | 1.61% | 1.64% |
| Range\tof\texpected\tlife\tof\tstock\toptions | 4.5\t-\t5.2\tyears | 4.5\tyears | 4.5\tyears |
| Range\tof\texpected\tvolatility\tof\tthe\tunderlying\tstock\tprice | 20.59%\t-\t21.45% | 21.09%\t-\t21.24% | 21.94%\t-\t23.35% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 21.43% | 21.09% | 23.08% |
| Range\tof\texpected\tannual\tdividend\tyield | 1.85%\t-\t2.40% | 1.50%\t-\t1.85% | 1.50% |

The	weighted	average	grant	date	fair	value	per	share	during	the	years	ended	December	31,	2016,	2015	and	2014	was	$14.60,	$15.06	and	$14.86,	respectively.	The intrinsic	value	of	stock	options	exercised	during	the	years	ended	December	31,	2016,	2015	and	2014	was	$77.6	million,	$32.1	million	and	$58.0	million,	respectively.	As of	December	31,	2016,	total	unrecognized	compensation	expense	related	to	unvested	stock	options	was	$25.6	million	and	is	expected	to	be	recognized	over	a	weighted average	period	of	approximately	two	years.	The	amount	of	cash	received	from	the	exercise	of	stock	options	was	$84.9	million	during	the	year	ended	December	31,	2016.

The	Company's	option	activity	for	the	year	ended	December	31,	2016	was	as	follows:

|  | Options | Weighted<br>Average<br>Exercise	Price | Weighted<br>Average<br>Remaining<br>Life	(Years) | Aggregate<br>Intrinsic	Value<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2016 | 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\tas\tof\tDecember\t31,\t2016 | 7,269,376 | $78.00 | 6.73 | $201.4 |
| Exercisable\tas\tof\tDecember\t31,\t2016 | 3,519,976 | $64.93 | 5.24 | $143.4 |
| Vested\tor\texpected\tto\tvest\tas\tof\tDecember\t31,\t2016 | 7,269,376 | $78.00 | 6.73 | $201.4 |

The	following	table	sets	forth	information	regarding	options	outstanding	at	December	31,	2016:

| Outstanding<br>Number	of<br>Options | Range	of	Exercise<br>Price	Per	Share | Weighted<br>Average	Exercise<br>Price	Per	Share | Weighted	Average<br>Remaining	Life<br>(Years) | Options<br>Exercisable | Weighted<br>Average	Exercise<br>Price	Per	Share |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 733,732 | $28.39\t-\t$43.11 | $37.01 | 2.35 | 733,732 | $37.01 |
| 1,130,308 | 44.92\t-\t62.00 | 56.55 | 4.55 | 1,130,308 | 56.55 |
| 916,991 | 64.01\t-\t76.90 | 76.74 | 6.18 | 621,338 | 76.69 |
| 1,428,834 | 77.42-\t81.18 | 81.12 | 7.14 | 589,547 | 81.13 |
| 1,900,077 | 81.46\t-\t94.57 | 94.35 | 8.15 | 441,405 | 94.34 |
| 1,159,434 | 94.71\t-\t113.60 | 95.21 | 9.19 | 3,646 | 99.14 |
| 7,269,376 | $28.39\t-\t$113.60 | $78.00 | 6.73 | 3,519,976 | $64.93 |

Restricted	Stock	Units	and	Performance-Based	Restricted	Stock	Units—The	Company's	RSU	and	PSU	activity	for	the	year	ended	December	31,	2016	was	as	follows:

|  | RSUs | Weighted	Average	Grant<br>Date	Fair	Value | PSUs | Weighted	Average	Grant	Date<br>Fair	Value |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2016\t(1) | 1,656,993 | $84.12 | 33,377 | $94.57 |
| Granted\t(2) | 784,178 | 95.15 | 209,380 | 93.81 |
| Vested | (656,645) | 79.36 | — | — |
| Forfeited | (120,783) | 90.18 | — | — |
| Outstanding\tas\tof\tDecember\t31,\t2016 | 1,663,743 | $90.76 | 242,757 | $93.92 |
| Expected\tto\tvest\tas\tof\tDecember\t31,\t2016 | 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).

Restricted	Stock	Units—The	total	fair	value	of	RSUs	that	vested	during	the	year	ended	December	31,	2016	was	$63.8	million.

As	of	December	31,	2016,	total	unrecognized	compensation	expense	related	to	unvested	RSUs	granted	under	the	2007	Plan	was	$86.1	million	and	is	expected	to	be recognized	over	a	weighted	average	period	of	approximately	two	years.

Performance-Based	Restricted	Stock	Units—During	the	year	ended	December	31,	2016,	the	Company's	Compensation	Committee	granted	an	aggregate	of	169,340 PSUs	to	its	executive	officers	(the	"2016	PSUs")	and	established	the	performance	metrics	for	this	award.	During	the	year	ended	December	31,	2015,	the	Company's Compensation	Committee	granted	an	aggregate	of	70,135	PSUs	to	its	executive	officers	(the	"2015	PSUs")	and	established	the	performance	metric	for	this	award. Threshold,	target	and	maximum	parameters	were	established	for	the	metrics	for	a	three-year	performance	period	with	respect	to	the	2016	PSUs	and	for	each	year	in	the three-year	performance	period	with	respect	to	the	2015	PSUs	and	will	be	used	to	calculate	the	number	of	shares	that	will	be	issuable	when	the	award	vests,	which	may range	from	0%	to	200%	of	the	target	amounts.	At	the	end	of	the	three-year	performance	period,	the	number	of	shares	that	vest	will	depend	on	the	degree	of	achievement against	the	pre-established	performance	goals.	PSUs	will	be	paid	out	in	common	stock	at	the	end	of	the	performance	period,	subject	to	the	executive's	continued employment.	In	the	event	of	the	executive's	death,	disability	or	qualifying	retirement,	PSUs	will	be	paid	out	pro	rata	in	accordance	with	the	terms	of	the	applicable award	agreement.	PSUs	will	accrue	dividend	equivalents	prior	to	vesting,	which	will	be	paid	out	only	in	respect	of	shares	actually	vested.

The	performance	metric	related	to	the	2015	PSUs	is	tied	to	year-over-year	growth,	and	actual	results	for	the	metric	cannot	be	determined	until	the	end	of	each	respective fiscal	year.	As	a	result,	as	of	December	31,	2016,	the	Company	was	unable	to	determine	the	annual	target	for	the	third	year	of	the	performance	period	for	this	award. Accordingly,	an	aggregate	of

23,377	PSUs	was	not	included	in	the	table	above.

During	the	year	ended	December	31,	2016,	the	Company	recorded	$8.4	million	in	stock-based	compensation	expense	for	equity	awards	in	which	the	performance	goals have	been	established	and	were	probable	of	being	achieved.	The	remaining	unrecognized	compensation	expense	related	to	these	awards	at	December	31,	2016,	was $12.0	million	based	on	the	Company's	current	assessment	of	the	probability	of	achieving	the	performance	goals.	The	weighted-average	period	over	which	the	cost	will be	recognized	is	approximately	two	years.

# 14.				REDEEMABLE	NONCONTROLLING	INTERESTS

Redeemable	Noncontrolling	Interests—In	connection	with	the	Viom	Acquisition,	ATC	Asia	entered	into	the	Shareholders	Agreement	with	Viom	and	the	Remaining Shareholders.	The	Shareholders	Agreement	provides	for,	among	other	things,	put	options	held	by	certain	of	the	Remaining	Shareholders,	which	allow	the	Remaining Shareholders	to	sell	outstanding	shares	of	ATC	TIPL,	and	a	call	option	held	by	the	Company,	which	allows	the	Company	to	buy	the	noncontrolling	shares	of	ATC	TIPL. The	put	options,	which	are	not	under	the	Company's	control,	cannot	be	separated	from	the	noncontrolling	interests.	As	a	result,	the	combination	of	the	noncontrolling interests	and	the	redemption	feature	require	classification	as	redeemable	noncontrolling	interests	in	the	consolidated	balance	sheet,	separate	from	equity.

Given	the	provisions	governing	the	put	rights,	the	redeemable	noncontrolling	interests	are	recorded	outside	of	permanent	equity	at	their	redemption	value.	The noncontrolling	interests	become	redeemable	after	the	passage	of	time,	and	therefore,	the	Company	records	the	carrying	amount	of	the	noncontrolling	interests	at	the greater	of	(i)	the	initial	carrying	amount,	increased	or	decreased	for	the	noncontrolling	interests'	share	of	net	income	or	loss	and	foreign	currency	translation adjustments,	or	(ii)	the	redemption	value.	If	required,	the	Company	will	adjust	the	redeemable	noncontrolling	interests	to	redemption	value	on	each	balance	sheet	date with	changes	in	redemption	value	recognized	as	an	adjustment	to	Distributions	in	excess	of	earnings.

The	put	options	may	be	exercised,	requiring	the	Company	to	purchase	the	Remaining	Shareholders'	equity	interests,	on	specified	dates	beginning	April	1,	2018	through March	31,	2021.	The	price	of	the	put	options	will	be	based	on	the	fair	market	value	of	the	exercising	Remaining	Shareholder's	interest	in	the	Company's	India	operations at	the	time	the	option	is	exercised.	Put	options	held	by	certain	of	the	Remaining	Shareholders	are	subject	to	a	floor	price	of	216	INR	per	share.

The	following	is	a	reconciliation	of	the	changes	in	the	Redeemable	noncontrolling	interests	(in	thousands):

| Balance	as	of	January	1,	2016 | $— |
| :--- | :--- |
| Fair\tvalue\tat\tacquisition | 1,100,804 |
| Net\tincome\tattributable\tto\tnoncontrolling\tinterests | 13,851 |
| Foreign\tcurrency\ttranslation\tadjustment\tattributable\tto\tnoncontrolling\tinterests | (23,435) |
| Balance\tas\tof\tDecember\t31,\t2016 | $1,091,220 |

Common	Stock	Issuance—On	December	8,	2016,	the	Company	issued	1,171,187	shares	of	its	common	stock	directly	to	ALLTEL	Communications,	LLC	("Alltel"),	a subsidiary	of	Verizon	Wireless,	in	consideration	of	the	Company's	exercise	of	its	purchase	option	related	to	1,523	communications	towers	pursuant	to	its	agreement	with Alltel	(see	note	18).

Series	A	Preferred	Stock—The	Company	has	6,000,000	shares	outstanding	of	its	5.25%	Mandatory	Convertible	Preferred	Stock,	Series	A,	par	value	$0.01	per	share	(the "Series	A	Preferred	Stock"),	which	was	originally	issued	on	May	12,	2014.

Unless	converted	earlier,	each	share	of	the	Series	A	Preferred	Stock	will	automatically	convert	on	May	15,	2017,	into	between	0.9272	and	1.1591	shares	of	the Company's	common	stock,	depending	on	the	applicable	market	value	of	the	Company's	common	stock	and	subject	to	anti-dilution	adjustments.	Subject	to	certain restrictions,	at	any	time	prior	to	May	15,	2017,	holders	of	the	Series	A	Preferred	Stock	may	elect	to	convert	all	or	a	portion	of	their	shares	into	common	stock	at	the minimum	conversion	rate	then	in	effect.

Dividends	on	shares	of	the	Series	A	Preferred	Stock	are	payable	on	a	cumulative	basis	when,	as,	and	if	declared	by	the	Company's	Board	of	Directors	at	an	annual	rate of	5.25%	on	the	liquidation	preference	of	$100.00	per	share,	on	February	15,	May	15,	August	15	and	November	15	of	each	year,	commencing	on	August	15,	2014	to, and	including,	May	15,	2017.

Series	B	Preferred	Stock—The	Company	has	13,750,000	depositary	shares,	each	representing	a	1/10th	interest	in	a	share	of	its	5.50%	Mandatory	Convertible	Preferred Stock,	Series	B,	par	value	$0.01	per	share	(the	"Series	B	Preferred	Stock"	and,	together	with	the	Series	A	Preferred	Stock,	the	"Mandatory	Convertible	Preferred Stock"),	which	was	originally	issued	on	March	3,	2015.

Unless	converted	or	redeemed	earlier,	each	share	of	the	Series	B	Preferred	Stock	will	convert	automatically	on	February	15,	2018,	into	between	8.5911	and	10.3093 shares	of	common	stock,	depending	on	the	applicable	market	value	of	the	Company's	common	stock	and	subject	to	anti-dilution	adjustments.	Subject	to	certain restrictions,	at	any	time	prior	to	February	15,	2018,	holders	of	the	Series	B	Preferred	Stock	may	elect	to	convert	all	or	a	portion	of	their	shares	into	common	stock	at	the minimum	conversion	rate	then	in	effect.

Dividends	on	shares	of	the	Series	B	Preferred	Stock	are	payable	on	a	cumulative	basis	when,	as,	and	if	declared	by	the	Company's	Board	of	Directors	at	an	annual	rate of	5.50%	on	the	liquidation	preference	of	$1,000.00	per	share	(and,	correspondingly,	$100.00	per	share	with	respect	to	the	depositary	shares)	on	February	15,	May	15, August	15	and	November	15	of	each	year,	commencing	on	May	15,	2015	to,	and	including,	February	15,	2018.

The	Company	may	pay	dividends	on	its	Mandatory	Convertible	Preferred	Stock	in	cash	or,	subject	to	certain	limitations,	in	shares	of	common	stock	or	any	combination of	cash	and	shares	of	common	stock.	The	terms	of	the	Mandatory	Convertible	Preferred	Stock	provide	that,	unless	full	cumulative	dividends	have	been	paid	or	set	aside for	payment	on	all	outstanding	Mandatory	Convertible	Preferred	Stock	for	all	prior	dividend	periods,	no	dividends	may	be	declared	or	paid	on	common	stock.

Stock	Repurchase	Program—In	March	2011,	the	Board	of	Directors	approved	a	$1.5	billion	stock	repurchase	program,	pursuant	to	which	the	Company	is	authorized	to purchase	up	to	an	additional	$1.1	billion	of	the	Company's	common	stock.	The	Company	temporarily	suspended	repurchases	under	the	program	in	September	2013. However,	the	Company	may,	at	any	time,	elect	to	resume	repurchases	under	the	program.

Sales	of	Equity	Securities—The	Company	receives	proceeds	from	sales	of	its	equity	securities	pursuant	to	the	ESPP	and	upon	exercise	of	stock	options	granted	under	its equity	incentive	plans.

Distributions—During	the	years	ended	December	31,	2016,	2015	and	2014,	the	Company	declared	the	following	cash	distributions:

|  | Distribution<br>per	share | Aggregate<br>Payment<br>Amount<br>(in	millions) | Distribution<br>per	share | Aggregate<br>Payment<br>Amount<br>(in	millions) | Distribution<br>per	share | Aggregate<br>Payment<br>Amount<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Common\tStock | $2.17 | $923.7 | $1.81 | $766.4 | $1.40 | $554.6 |
| Series\tA\tPreferred\tStock | $5.25 | $31.5 | $3.94 | $23.7 | $3.98 | $23.9 |
| Series\tB\tPreferred\tStock | $55.00 | $75.6 | $38.65 | $53.1 | $— | $— |

The	following	table	characterizes	the	tax	treatment	of	distributions	declared	per	share	of	common	stock	and	Mandatory	Convertible	Preferred	Stock.

|  | Per	Share | 2016 | % | Per	Share | 2015 | % | Per	Share | 2014	(1) | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Common\tStock |  |  |  |  |  |  |  |  |  |
| \t Ordinary\tdividend | $2.1700 | (2) | 100.00% | $1.2694 |  | 70.13% | $1.4000 |  | 100.00% |
| \t Capital\tgains\tdistribution | — |  | — | 0.5406 |  | 29.87 | — |  | — |
| Total | $2.1700 |  | 100.00% | $1.8100 |  | 100.00% | $1.4000 |  | 100.00% |
| Series\tA\tPreferred\tStock |  |  |  |  |  |  |  |  |  |
| \t Ordinary\tdividend | $6.4578 | (3) | 100.00% | $3.6818 | (4) | 70.13% | $2.6688 |  | 100.00% |
| \t Capital\tgains\tdistribution | — |  | — | 1.5682 |  | 29.87 | — |  | — |
| Total | $6.4578 |  | 100.00% | $5.2500 |  | 100.00% | $2.6688 |  | 100.00% |
| Series\tB\tPreferred\tStock\t(5) |  |  |  |  |  |  |  |  |  |
| \t Ordinary\tdividend | $5.5000 |  | 100.00% | $2.7107 |  | 70.13% | $— |  | —% |
| \t Capital\tgains\tdistribution | — |  | — | 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.

The	Company	accrues	distributions	on	unvested	restricted	stock	units,	which	are	payable	upon	vesting.	As	of	December	31,	2016,	the	amount	accrued	for	distributions payable	related	to	unvested	restricted	stock	units	was	$6.7	million.	During	the	year	ended	December	31,	2016,	the	Company	paid	$2.4	million	of	distributions	payable upon	the	vesting	of	restricted	stock	units.

To	maintain	its	qualification	for	taxation	as	a	REIT,	the	Company	expects	to	continue	paying	distributions,	the	amount,	timing	and	frequency	of	which	will	be determined	and	subject	to	adjustment	by	the	Company's	Board	of	Directors.

# 16.				IMPAIRMENTS,	NET	LOSS	ON	SALES	OF	LONG-LIVED	ASSETS

During	the	years	ended	December	31,	2016,	2015	and	2014,	the	Company	recorded	impairment	charges	and	net	losses	on	sales	or	disposals	of	long-lived	assets	of	$53.6 million,	$29.8	million	and	$28.5	million,	respectively.	These	charges	were	primarily	related	to	assets	included	in	the	Company's	U.S.	property	segment	and	are	included in	Other	operating	expenses	in	the	consolidated	statements	of	operations.

Included	in	these	amounts	were	impairment	charges	of	$28.5	million,	$15.1	million	and	$15.3	million	for	the	years	ended	December	31,	2016,	2015	and	2014, respectively,	to	write	down	certain	assets	to	net	realizable	value	after	an	indicator	of	impairment	was	identified.	These	assets	consisted	primarily	of	towers,	which	are assessed	on	an	individual	basis,	and	network	location	intangibles,	which	relate	directly	to	towers.	For	the	year	ended	December	31,	2016,	impairment	charges	also included	amounts	related	to	land	easements.	Also	included	in	these	amounts	were	net	losses	associated	with	the	sale	or	disposal	of	certain	non-core	towers,	other	assets and	other	miscellaneous	items	of	$25.1	million,	$14.7	million	and	$13.2	million	for	the	years	ended	December	31,	2016,	2015	and	2014,	respectively.

# 17.				EARNINGS	PER	COMMON	SHARE

The	following	table	sets	forth	basic	and	diluted	net	income	per	common	share	computational	data	for	the	years	ended	December	31,	(in	thousands,	except	per	share data):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tstockholders | $956,425 | $685,074 | $824,910 |
| Dividends\ton\tpreferred\tstock | (107,125) | (90,163) | (23,888) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders | 849,300 | 594,911 | 801,022 |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | 425,143 | 418,907 | 395,958 |
| Dilutive\tsecurities | 4,140 | 4,108 | 4,128 |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | 429,283 | 423,015 | 400,086 |
| Basic\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders\tper\tcommon\tshare | $2.00 | $1.42 | $2.02 |
| Diluted\tnet\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\tstockholders\tper\tcommon\tshare | $1.98 | $1.41 | $2.00 |

# Shares	Excluded	From	Dilutive	Effect

The	following	shares	were	not	included	in	the	computation	of	diluted	earnings	per	share	because	the	effect	would	be	anti-dilutive	for	the	years	ended	December	31,	(in thousands,	on	a	weighted	average	basis):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Restricted\tstock\tawards | 6 | — | 5 |
| Stock\toptions | 817 | 1,606 | 1,290 |
| Preferred\tstock | 17,509 | 15,408 | 4,303 |

# 18.				COMMITMENTS	AND	CONTINGENCIES

Litigation—The	Company	periodically	becomes	involved	in	various	claims,	lawsuits	and	proceedings	that	are	incidental	to	its	business.	In	the	opinion	of	Company management,	after	consultation	with	counsel,	there	are	no	matters	currently	pending	that	would,	in	the	event	of	an	adverse	outcome,	materially	impact	the	Company's consolidated	financial	position,	results	of	operations	or	liquidity.

Verizon	Transaction—On	March	27,	2015,	the	Company	entered	into	an	agreement	with	various	operating	entities	of	Verizon	that	provides	for	the	lease,	sublease	or management	of	11,286	wireless	communications	sites	from	Verizon	commencing	March	27,	2015.	The	average	term	of	the	lease	or	sublease	for	all	sites	at	the	inception of	the	agreement	was	approximately	28	years,	assuming	renewals	or	extensions	of	the	underlying	ground	leases	for	the	sites.	The	Company	has	the	option	to	purchase	the leased	sites	in	tranches,	subject	to	the	applicable	lease,	sublease	or	management	right	upon	its	scheduled	expiration.	Each	tower	is	assigned	to	an	annual	tranche,	ranging from	2034	to	2047,	which	represents	the	outside	expiration	date	for	the	sublease	rights	to	the	towers	in	each	tranche.	The	purchase	price	for	each	tranche	is	a	fixed amount	stated	in	the	lease	for	such	tranche	plus	the	fair	market	value	of	certain	alterations	made	to	the	related	towers.	The	aggregate	purchase	option	price	for	the	towers leased	and	subleased	is	approximately	$5.0	billion.	Verizon	will	occupy	the	sites	as	a	tenant	for	an	initial	term	of	ten	years	with	eight	optional	successive	five-year	terms; each	such	term	shall	be	governed	by	standard	master	lease	agreement	terms	established	as	a	part	of	the	transaction.

AT&T	Transaction—The	Company	has	an	agreement	with	SBC	Communications	Inc.,	a	predecessor	entity	to	AT&T	Inc.	("AT&T"),	that	currently	provides	for	the lease	or	sublease	of	approximately	2,350	towers	from	AT&T	with	the	lease	commencing	between	December	2000	and	August	2004.	Substantially	all	of	the	towers	are part	of	the	2013	Securitization.	The	average	term	of	the	lease	or	sublease	for	all	sites	at	the	inception	of	the	agreement	was	approximately	27	years,	assuming	renewals	or extensions	of	the	underlying	ground	leases	for	the	sites.	The	Company	has	the	option	to	purchase	the	sites	subject	to	the	applicable	lease	or	sublease	upon	its	expiration. Each	tower	is	assigned	to	an	annual	tranche,	ranging	from	2013	to	2032,	which	represents	the	outside	expiration	date	for	the	sublease	rights	to	that	tower.	The	purchase price	for	each	site	is	a	fixed	amount	stated	in	the	lease	for	that	site	plus	the	fair	market	value	of	certain	alterations	made	to	the	related	tower	by	AT&T.	As	of

December	31,	2016,	the	Company	has	purchased	an	aggregate	of	77	of	the	subleased	towers	upon	expiration	of	the	applicable	agreement.	The	aggregate	purchase	option price	for	the	remaining	towers	leased	and	subleased	is	$760.1	million	and	will	accrete	at	a	rate	of	10%	per	annum	through	the	applicable	expiration	of	the	lease	or sublease	of	a	site.	For	all	such	sites	purchased	by	the	Company	prior	to	June	30,	2020,	AT&T	will	continue	to	lease	the	reserved	space	at	the	then-current	monthly	fee which	shall	escalate	in	accordance	with	the	standard	master	lease	agreement	for	the	remainder	of	AT&T's	tenancy.	Thereafter,	AT&T	shall	have	the	right	to	renew	such lease	for	up	to	four	successive	five-year	terms.	For	all	such	sites	purchased	by	the	Company	subsequent	to	June	30,	2020,	AT&T	has	the	right	to	continue	to	lease	the reserved	space	for	successive	one-year	terms	at	a	rent	equal	to	the	lesser	of	the	agreed	upon	market	rate	and	the	then-current	monthly	fee,	which	is	subject	to	an	annual increase	based	on	changes	in	the	U.S.	Consumer	Price	Index.

Alltel	Transaction—In	December	2000,	the	Company	entered	into	an	agreement	with	Alltel,	to	acquire	towers	through	a	15-year	sublease	agreement.	Pursuant	to	the agreement,	as	amended,	with	Verizon	Wireless,	the	Company	acquired	rights	to	approximately	1,800	towers	in	tranches	between	April	2001	and	March	2002.	The Company	has	the	option	to	purchase	each	tower	at	the	expiration	of	the	applicable	sublease.	The	Company	exercised	the	purchase	options	for	1,523	towers	in	a	single closing	which	occurred	on	December	8,	2016.	The	Company	has	provided	notice	to	the	tower	owner	of	its	intent	to	exercise	the	purchase	options	related	to	the	243 remaining	towers.	As	of	December	31,	2016,	the	purchase	price	per	tower	was	$42,844	payable	in	cash	or,	at	the	tower	owner's	option,	with	769	shares	of	the Company's	common	stock	per	tower.	The	aggregate	cash	purchase	option	price	for	the	remaining	subleased	towers	was	$10.4	million	as	of	December	31,	2016.

Other	Contingencies—The	Company	is	subject	to	income	tax	and	other	taxes	in	the	geographic	areas	where	it	operates,	and	periodically	receives	notifications	of	audits, assessments	or	other	actions	by	taxing	authorities.	The	Company	evaluates	the	circumstances	of	each	notification	based	on	the	information	available	and	records	a liability	for	any	potential	outcome	that	is	probable	or	more	likely	than	not	unfavorable	if	the	liability	is	also	reasonably	estimable.	On	December	5,	2016,	the	Company received	an	income	tax	assessment	of	Essar	Telecom	Infrastructure	Private	Limited	("ETIPL")	for	the	fiscal	year	ending	2008	in	the	amount	of	4.75	billion	INR	($69.8 million	on	the	date	of	assessment)	related	to	capital	contributions.	The	Company	is	challenging	the	assessment	before	India's	tax	authority	Commissioner	of	Income	Tax (Appeals)	and	estimates	that	there	is	a	more	likely	than	not	probability	that	the	Company's	position	will	be	sustained.	Accordingly,	no	such	liability	has	been	recorded. Additionally,	the	assessment	was	made	with	respect	to	transactions	that	took	place	in	the	tax	year	commencing	in	2007,	prior	to	the	Company's	acquisition	of	ETIPL. Under	the	Company's	definitive	acquisition	agreement	of	ETIPL,	the	seller	is	obligated	to	indemnify	and	defend	the	Company	with	respect	to	any	tax-related	liability that	may	arise	from	activities	prior	to	March	31,	2010.

Lease	Obligations—The	Company	leases	certain	land,	office	and	tower	space	under	operating	leases	that	expire	over	various	terms.	Many	of	the	leases	contain	renewal options	with	specified	increases	in	lease	payments	upon	exercise	of	the	renewal	option.	Escalation	clauses	present	in	operating	leases,	excluding	those	tied	to	CPI	or other	inflation-based	indices,	are	recognized	on	a	straight-line	basis	over	the	non-cancellable	term	of	the	leases.

Future	minimum	rental	payments	under	non-cancellable	operating	leases	include	payments	for	certain	renewal	periods	at	the	Company's	option	because	failure	to	renew could	result	in	a	loss	of	the	applicable	communications	sites	and	related	revenues	from	tenant	leases,	thereby	making	it	reasonably	assured	that	the	Company	will	renew the	leases.	Such	payments	at	December	31,	2016	are	as	follows	(in	millions):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2017 | $869 |
| 2018 | 846 |
| 2019 | 816 |
| 2020 | 776 |
| 2021 | 737 |
| Thereafter | 6,638 |
| Total | $10,682 |

Aggregate	rent	expense	(including	the	effect	of	straight-line	rent	expense)	under	operating	leases	for	the	years	ended	December	31,	2016,	2015	and	2014	approximated $986.2	million,	$804.8	million	and	$655.0	million,	respectively.

Future	minimum	payments	under	capital	leases	in	effect	at	December	31,	2016	were	as	follows	(in	millions):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2017 | $28 |
| 2018 | 24 |
| 2019 | 22 |
| 2020 | 18 |
| 2021 | 14 |
| Thereafter | 163 |
| Total\tminimum\tlease\tpayments | 269 |
| Less\tamounts\trepresenting\tinterest | (132) |
| Present\tvalue\tof\tcapital\tlease\tobligations | $137 |

Tenant	Leases—The	Company's	lease	agreements	with	its	tenants	vary	depending	upon	the	region	and	the	industry	of	the	tenant,	and	generally	have	initial	terms	of	ten years	with	multiple	renewal	terms	at	the	option	of	the	tenant.

Future	minimum	rental	receipts	expected	from	tenants	under	non-cancellable	operating	lease	agreements	in	effect	at	December	31,	2016	were	as	follows	(in	millions):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2017 | $4,646 |
| 2018 | 4,502 |
| 2019 | 4,240 |
| 2020 | 3,905 |
| 2021 | 3,372 |
| Thereafter | 10,477 |
| Total | $31,142 |

Guaranties	and	Indemnifications—The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	guarantee	or indemnify	third	parties	for	certain	claims.	The	Company	has	also	entered	into	purchase	and	sale	agreements	relating	to	the	sale	or	acquisition	of	assets	containing customary	indemnification	provisions.	The	Company's	indemnification	obligations	under	these	agreements	generally	are	limited	solely	to	damages	resulting	from breaches	of	representations	and	warranties	or	covenants	under	the	applicable	agreements,	but	do	not	guarantee	future	performance.	In	addition,	payments	under	such indemnification	clauses	are	generally	conditioned	on	the	other	party	making	a	claim	that	is	subject	to	whatever	defenses	the	Company	may	have	and	are	governed	by dispute	resolution	procedures	specified	in	the	particular	agreement.	Further,	the	Company's	obligations	under	these	agreements	may	be	limited	in	duration	and	amount, and	in	some	instances,	the	Company	may	have	recourse	against	third	parties	for	payments	made	by	the	Company.	The	Company	has	not	historically	made	any	material payments	under	these	agreements	and,	as	of	December	31,	2016,	is	not	aware	of	any	agreements	that	could	result	in	a	material	payment.

# 19.				SUPPLEMENTAL	CASH	FLOW	INFORMATION

Supplemental	cash	flow	information	and	non-cash	investing	and	financing	activities	are	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tfor\tinterest | $645,092 | $577,952 | $548,089 |
| Cash\tpaid\tfor\tincome\ttaxes\t(net\tof\trefunds\tof\t$19,554,\t$7,053\tand\t$8,476,\trespectively) | 96,241 | 157,058 | 69,212 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| (Decrease)\tincrease\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\nand\tconstruction\tactivities | (18,973) | 2,780 | 1,121 |
| Purchases\tof\tproperty\tand\tequipment\tunder\tcapital\tleases | 55,635 | 36,851 | 36,486 |
| Fair\tvalue\tof\tdebt\tassumed\tthrough\tacquisitions | 786,889 | — | 463,135 |
| Exercise\tof\tpurchase\toption\tfor\tproperty\tand\tequipment\tfor\tcommon\tshares\tissued | 120,785 | — | — |
| Settlement\tof\taccounts\treceivable\trelated\tto\tacquisitions | — | 899 | 31,849 |
| Conversion\tof\tthird-party\tdebt\tto\tequity | — | — | 111,181 |

# 20.				BUSINESS	SEGMENTS

The	Company's	primary	business	is	leasing	space	on	multitenant	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	This	business	is	referred	to	as	the	Company's	property	operations, which	as	of	December	31,	2016,	consisted	of	the	following:

•U.S.:	property	operations	in	the	United

States;

•Asia:	property	operations	in

India;

•EMEA:	property	operations	in	Germany,	Ghana,	Nigeria,	South	Africa	and	Uganda;

•Latin	America:	property	operations	in	Argentina,	Brazil,	Chile,	Colombia,	Costa	Rica,	Mexico	and

Peru.

The	Company	has	applied	the	aggregation	criteria	to	operations	within	the	EMEA	and	Latin	America	property	operating	segments	on	a	basis	that	is	consistent	with management's	review	of	information	and	performance	evaluations	of	these	regions.

The	Company's	services	segment	offers	tower-related	services	in	the	United	States,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis services,	which	primarily	support	its	site	leasing	business,	including	the	addition	of	new	tenants	and	equipment	on	its	sites.	The	services	segment	is	a	strategic	business unit	that	offers	different	services	from,	and	requires	different	resources,	skill	sets	and	marketing	strategies	than,	the	property	operating	segments.

The	accounting	policies	applied	in	compiling	segment	information	below	are	similar	to	those	described	in	note	1.	Among	other	factors,	in	evaluating	financial performance	in	each	business	segment,	management	uses	segment	gross	margin	and	segment	operating	profit.	The	Company	defines	segment	gross	margin	as	segment revenue	less	segment	operating	expenses	excluding	stock-based	compensation	expense	recorded	in	costs	of	operations;	Depreciation,	amortization	and	accretion; Selling,	general,	administrative	and	development	expense;	and	Other	operating	expenses.	The	Company	defines	segment	operating	profit	as	segment	gross	margin	less Selling,	general,	administrative	and	development	expense	attributable	to	the	segment,	excluding	stock-based	compensation	expense	and	corporate	expenses.	For reporting	purposes,	the	Latin	America	property	segment	gross	margin	and	segment	operating	profit	also	include	Interest	income,	TV	Azteca,	net.	These	measures	of segment	gross	margin	and	segment	operating	profit	are	also	before	Interest	income,	Interest	expense,	Gain	(loss)	on	retirement	of	long-term	obligations,	Other	expense, Net	income	(loss)	attributable	to	noncontrolling	interests	and	Income	tax	benefit	(provision).	The	categories	of	expenses	indicated	above,	such	as	depreciation,	have been	excluded	from	segment	operating	performance	as	they	are	not	considered	in	the	review	of	information	or	the	evaluation	of	results	by	management.	There	are	no significant	revenues	resulting	from	transactions	between	the	Company's	operating	segments.	All	intercompany	transactions	are	eliminated	to	reconcile	segment	results and	assets	to	the	consolidated	statements	of	operations	and	consolidated	balance	sheets.

Summarized	financial	information	concerning	the	Company's	reportable	segments	for	the	years	ended	December	31,	2016,	2015	and	2014	is	shown	in	the	following tables.	The	"Other"	column	(i)	represents	amounts	excluded	from	specific	segments,	such	as	business	development	operations,	stock-based	compensation	expense	and corporate	expenses	included	in	Selling,	general,	administrative	and	development	expense;	Other	operating	expenses;	Interest	income;	Interest	expense;	Gain	(loss)	on retirement	of	long-term	obligations;	and	Other	expense,	as	the	amounts	are	not	utilized	in	assessing	each	segment's	performance,	and	(ii)	reconciles	segment	operating profit	to	Income	from	continuing	operations	before	income	taxes.

| Year	ended	December	31,	2016 | U.S. | Property<br>Asia | EMEA | Latin	America | Total<br>Property | Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tthousands) | (in\tthousands) |  |  |  |
| Segment\trevenues | $3,370,033 | $827,627 | $529,531 | $985,935 | $5,713,126 | $72,542 |  | $5,785,668 |
| Segment\toperating\texpenses\t(1) | 733,403 | 465,938 | 223,716 | 337,887 | 1,760,944 | 27,007 |  | 1,787,951 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | — | — | 10,960 | 10,960 | — |  | 10,960 |
| Segment\tgross\tmargin | 2,636,630 | 361,689 | 305,815 | 659,008 | 3,963,142 | 45,535 |  | 4,008,677 |
| Segment\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense\t(1) | 147,559 | 48,238 | 60,903 | 60,690 | 317,390 | 12,510 |  | 329,900 |
| Segment\toperating\tprofit | $2,489,071 | $313,451 | $244,912 | $598,318 | $3,645,752 | $33,025 |  | $3,678,777 |
| Stock-based\tcompensation\nexpense |  |  |  |  |  |  | $89,898 | 89,898 |
| Other\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense |  |  |  |  |  |  | 126,035 | 126,035 |
| Depreciation,\tamortization\tand\naccretion |  |  |  |  |  |  | 1,525,635 | 1,525,635 |
| Other\texpense\t(2) |  |  |  |  |  |  | 811,349 | 811,349 |
| Income\tfrom\tcontinuing\noperations\tbefore\tincome\ttaxes |  |  |  |  |  |  |  | $1,125,860 |
| Capital\texpenditures\t(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.

| Year	ended	December	31,	2015 | U.S. | Property<br>Asia | EMEA | Latin	America | Total<br>Property | Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tthousands) | (in\tthousands) |  |  |  |
| Segment\trevenues | $3,157,501 | $242,223 | $395,092 | $885,572 | $4,680,388 | $91,128 |  | $4,771,516 |
| Segment\toperating\texpenses\t(1) | 678,499 | 126,874 | 163,820 | 304,629 | 1,273,822 | 32,993 |  | 1,306,815 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | — | — | 11,209 | 11,209 | — |  | 11,209 |
| Segment\tgross\tmargin | 2,479,002 | 115,349 | 231,272 | 592,152 | 3,417,775 | 58,135 |  | 3,475,910 |
| Segment\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense\t(1) | 138,617 | 22,771 | 48,672 | 62,111 | 272,171 | 15,724 |  | 287,895 |
| Segment\toperating\tprofit | $2,340,385 | $92,578 | $182,600 | $530,041 | $3,145,604 | $42,411 |  | $3,188,015 |
| Stock-based\tcompensation\nexpense |  |  |  |  |  |  | $90,537 | 90,537 |
| Other\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense |  |  |  |  |  |  | 121,456 | 121,456 |
| Depreciation,\tamortization\tand\naccretion |  |  |  |  |  |  | 1,285,328 | 1,285,328 |
| Other\texpense\t(2) |  |  |  |  |  |  | 860,732 | 860,732 |
| Income\tfrom\tcontinuing\noperations\tbefore\tincome\ttaxes |  |  |  |  |  |  |  | $829,962 |
| Capital\texpenditures | $367,663 | $75,407 | $66,625 | $201,806 | $711,501 | $— | $17,252 | $728,753 |

| Year	ended	December	31,	2014 | U.S. | Property<br>Asia | EMEA | Latin	America | Total<br>Property | Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tthousands) | (in\tthousands) |  |  |  |
| Segment\trevenues | $2,639,790 | $219,566 | $315,053 | $832,445 | $4,006,854 | $93,194 |  | $4,100,048 |
| Segment\toperating\texpenses\t(1) | 515,742 | 121,797 | 126,714 | 290,527 | 1,054,780 | 37,648 |  | 1,092,428 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | — | — | 10,547 | 10,547 | — |  | 10,547 |
| Segment\tgross\tmargin | 2,124,048 | 97,769 | 188,339 | 552,465 | 2,962,621 | 55,546 |  | 3,018,167 |
| Segment\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense\t(1) | 124,944 | 19,632 | 39,553 | 66,890 | 251,019 | 12,469 |  | 263,488 |
| Segment\toperating\tprofit | $1,999,104 | $78,137 | $148,786 | $485,575 | $2,711,602 | $43,077 |  | $2,754,679 |
| Stock-based\tcompensation\nexpense |  |  |  |  |  |  | $80,153 | 80,153 |
| Other\tselling,\tgeneral, |  |  |  |  |  |  |  |  |
| administrative\tand\tdevelopment |  |  |  |  |  |  |  |  |
| expense\t(2) |  |  |  |  |  |  | 104,738 | 104,738 |
| Depreciation,\tamortization\tand\naccretion |  |  |  |  |  |  | 1,003,802 | 1,003,802 |
| Other\texpense\t(3) |  |  |  |  |  |  | 700,282 | 700,282 |
| Income\tfrom\tcontinuing\noperations\tbefore\tincome\ttaxes |  |  |  |  |  |  |  | $865,704 |
| Capital\texpenditures | $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.

Additional	information	relating	to	the	total	assets	of	the	Company's	operating	segments	is	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| U.S.\tproperty | $18,846,941 | $19,286,465 | $14,335,731 |
| Asia\tproperty\t(1) | 4,535,293 | 736,149 | 738,290 |
| EMEA\tproperty\t(1) | 2,062,399 | 2,249,634 | 1,275,253 |
| Latin\tAmerica\tproperty\t(1) | 4,938,064 | 4,401,258 | 4,700,357 |
| Services | 48,327 | 68,388 | 57,367 |
| Other\t(2) | 448,126 | 162,378 | 156,567 |
| Total\tassets | $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.

Summarized	geographic	information	related	to	the	Company's	operating	revenues	for	the	years	ended	December	31,	2016,	2015	and	2014	and	long-lived	assets	as	of December	31,	2016	and	2015	is	as	follows	(in	thousands):

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| Operating\tRevenues: |  |  |  |
| United\tStates | $3,442,575 | $3,248,629 | $2,732,984 |
| Asia\t(1): |  |  |  |
| India | 827,627 | 242,223 | 219,566 |
| EMEA\t(1): |  |  |  |
| Germany | 60,163 | 55,965 | 64,946 |
| Ghana | 116,219 | 94,549 | 95,486 |
| Nigeria | 215,402 | 109,701 | — |
| South\tAfrica | 80,006 | 80,510 | 98,334 |
| Uganda | 57,741 | 54,367 | 56,287 |
| Latin\tAmerica\t(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\tRica | 18,968 | 17,244 | 16,742 |
| Mexico | 331,173 | 340,461 | 354,116 |
| Panama\t(2) | — | — | 1,243 |
| Peru | 14,961 | 11,222 | 8,078 |
| Total\tInternational | 2,343,093 | 1,522,887 | 1,367,064 |
| Total\toperating\trevenues | $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\tAssets\t(1): |  |  |
| United\tStates | $16,969,558 | $17,516,535 |
| Asia\t(2): |  |  |
| India | 4,094,190 | 619,370 |
| EMEA\t(2): |  |  |
| Germany | 397,317 | 388,727 |
| Ghana | 192,158 | 217,530 |
| Nigeria | 640,634 | 1,018,980 |
| South\tAfrica | 271,760 | 133,088 |
| Uganda | 141,533 | 162,346 |
| Latin\tAmerica\t(2): |  |  |
| Argentina | 137,588 | — |
| Brazil | 2,626,431 | 2,204,494 |
| Chile | 137,170 | 121,938 |
| Colombia | 272,338 | 256,892 |
| Costa\tRica | 117,481 | 120,292 |
| Mexico | 797,798 | 976,707 |
| Peru | 66,593 | 59,206 |
| Total\tInternational | 9,892,991 | 6,279,570 |
| Total\tlong-lived\tassets | $26,862,549 | $23,796,105 |

(1) Includes	Property	and	equipment,	net,	Goodwill	and	Other	intangible	assets,	net.

The	following	tenants	within	the	property	segments	and	services	segment	individually	accounted	for	10%	or	more	of	the	Company's	consolidated	operating	revenues	for the	years	ended	December	31,	is	as	follows:

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
| AT&amp;T | 21% | 24% | 20% |
| Verizon\tWireless | 15% | 16% | 11% |
| Sprint | 11% | 13% | 15% |
| T-Mobile | 9% | 10% | 10% |

# 21.				RELATED	PARTY	TRANSACTIONS

During	the	years	ended	December	31,	2016,	2015	and	2014,	the	Company	had	no	significant	related	party	transactions.

# 22.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2016	and	2015	is	as	follows	(in	thousands,	except	per	share	data):

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2016: |  |  |  |  |  |
| Operating\trevenues | $1,289,047 | $1,442,227 | $1,514,845 | $1,539,549 | $5,785,668 |
| Costs\tof\toperations\t(1) | 351,445 | 459,711 | 491,237 | 487,996 | 1,790,389 |
| Operating\tincome | 451,853 | 432,806 | 479,074 | 489,296 | 1,853,029 |
| Net\tincome | 281,307 | 192,464 | 263,735 | 232,853 | 970,359 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\nstockholders | 275,159 | 187,550 | 264,509 | 229,207 | 956,425 |
| Dividends\ton\tpreferred\tstock | (26,781) | (26,782) | (26,781) | (26,781) | (107,125) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\nstockholders | 248,378 | 160,768 | 237,728 | 202,426 | 849,300 |
| Basic\tnet\tincome\tper\tshare\tattributable\tto\tAmerican\tTower\nCorporation\tcommon\tstockholders | 0.59 | 0.38 | 0.56 | 0.48 | 2.00 |
| Diluted\tnet\tincome\tper\tshare\tattributable\tto\tAmerican\tTower\nCorporation\tcommon\tstockholders | 0.58 | 0.37 | 0.55 | 0.47 | 1.98 |

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2015: |  |  |  |  |  |
| Operating\trevenues | $1,079,190 | $1,174,375 | $1,237,910 | $1,280,041 | $4,771,516 |
| Costs\tof\toperations\t(1) | 264,640 | 322,458 | 365,389 | 356,381 | 1,308,868 |
| Operating\tincome | 419,966 | 389,774 | 400,925 | 402,124 | 1,612,789 |
| Net\tincome | 195,492 | 157,180 | 97,740 | 221,595 | 672,007 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\nstockholders | 193,317 | 156,056 | 102,999 | 232,702 | 685,074 |
| Dividends\ton\tpreferred\tstock | (9,819) | (26,782) | (26,781) | (26,781) | (90,163) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation\tcommon\nstockholders | 183,498 | 129,274 | 76,218 | 205,921 | 594,911 |
| Basic\tnet\tincome\tper\tshare\tattributable\tto\tAmerican\tTower\nCorporation\tcommon\tstockholders | 0.45 | 0.31 | 0.18 | 0.49 | 1.42 |
| Diluted\tnet\tincome\tper\tshare\tattributable\tto\tAmerican\tTower |  |  |  |  |  |
| Corporation\tcommon\tstockholders | 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.

# 23.				SUBSEQUENT	EVENTS

Redemption	of	7.25%	Senior	Notes—On	February	10,	2017,	the	Company	redeemed	all	of	the	outstanding	7.25%	senior	unsecured	notes	due	2019	(the	"7.25%	Notes") at	a	price	equal	to	112.0854%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	up	to,	but	excluding,	February	10,	2017,	for	an	aggregate	redemption	price	of $341.4	million,	including	$5.1	million	in	accrued	and	unpaid	interest.	The	Company	expects	to	record	a	loss	on	retirement	of	long-term	obligations	of	approximately $39.1	million,	which	includes	prepayment	consideration	of	$36.3	million,	and	the	remaining	portion	of	the	unamortized

discount	and	deferred	financing	costs.	The	redemption	was	funded	with	borrowings	under	the	2013	Credit	Facility	and	cash	on	hand.	Upon	completion	of	the redemption,	none	of	the	7.25%	Notes	remained	outstanding.

Repayment	of	2012	GTP	Notes—On	February	15,	2017,	the	Company	repaid	the	$173.5	million	remaining	principal	amount	outstanding	under	the	Secured	Cellular	Site Revenue	Notes,	Series	2012-2	Class	A,	Series	2012-2	Class	B	and	Series	2012-2	Class	C	issued	by	GTP	Cellular	Sites,	LLC,	plus	prepayment	consideration	and accrued	and	unpaid	interest.	The	Company	expects	to	record	a	loss	on	retirement	of	long-term	obligations	of	approximately	$1.8	million,	which	includes	prepayment consideration	of	$7.2	million	offset	by	the	remaining	portion	of	the	unamortized	premium.	The	repayment	was	funded	with	borrowings	under	the	2013	Credit	Facility and	cash	on	hand.

Repayment	of	Unison	Notes—On	February	15,	2017,	the	Company	repaid	the	$129.0	million	principal	amount	outstanding	under	the	Secured	Cellular	Site	Revenue Notes,	Series	2010-2,	Class	C	and	Series	2010-2,	Class	F	issued	by	Unison	Ground	Lease	Funding,	LLC,	plus	prepayment	consideration	and	accrued	and	unpaid interest.	The	Company	expects	to	record	a	loss	on	retirement	of	long-term	obligations	of	approximately	$14.5	million,	which	includes	prepayment	consideration	of	$18.3 million	offset	by	the	remaining	portion	of	the	unamortized	premium.	The	repayment	was	funded	with	borrowings	under	the	2013	Credit	Facility	and	cash	on	hand.

FPS	Towers	Acquisition—On	February	15,	2017,	ATC	Europe	acquired	100%	of	the	outstanding	shares	of	FPS	for	total	consideration	of	713.9	million	Euros	($757.1 million	at	the	date	of	acquisition).	The	acquisition	was	funded	by	the	Company	and	its	equity	partner,	PGGM.	The	Company	made	a	loan	to	ATC	Europe	to	fund	225.0 million	Euros	($238.6	million	at	the	date	of	acquisition)	of	the	total	consideration.	The	remainder	of	the	purchase	price	was	funded	by	the	Company	and	PGGM	in proportion	to	their	respective	interests	in	ATC	Europe.	The	Company	funded	its	portion	of	the	purchase	price	with	borrowings	under	the	2013	Credit	Facility	and	cash	on hand.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in	selected	geographic	areas.	A	preliminary	purchase	price	allocation	is	not	available	due	to the	timing	of	the	closing.

# SCHEDULE	III—SCHEDULE	OF	REAL	ESTATE

# AND	ACCUMULATED	DEPRECIATION

# (dollars	in	thousands)

(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.

# INDEX	TO	EXHIBITS

Pursuant	to	the	rules	and	regulations	of	the	SEC,	the	Company	has	filed	certain	agreements	as	exhibits	to	this	Annual	Report	on	Form	10-K.	These	agreements may	contain	representations	and	warranties	by	the	parties.	These	representations	and	warranties	have	been	made	solely	for	the	benefit	of	the	other	party	or	parties	to	such agreements	and	(i)	may	have	been	qualified	by	disclosures	made	to	such	other	party	or	parties,	(ii)	were	made	only	as	of	the	date	of	such	agreements	or	such	other	date(s) as	may	be	specified	in	such	agreements	and	are	subject	to	more	recent	developments,	which	may	not	be	fully	reflected	in	the	Company's	public	disclosure,	(iii)	may reflect	the	allocation	of	risk	among	the	parties	to	such	agreements	and	(iv)	may	apply	materiality	standards	different	from	what	may	be	viewed	as	material	to	investors. Accordingly,	these	representations	and	warranties	may	not	describe	the	Company's	actual	state	of	affairs	at	the	date	hereof	and	should	not	be	relied	upon.

The	exhibits	below	are	included,	either	by	being	filed	herewith	or	by	incorporation	by	reference,	as	part	of	this	Annual	Report	on	Form	10-K.	Exhibits	are identified	according	to	the	number	assigned	to	them	in	Item	601	of	SEC	Regulation	S-K.	Documents	that	are	incorporated	by	reference	are	identified	by	their	Exhibit number	as	set	forth	in	the	filing	from	which	they	are	incorporated	by	reference.	The	filings	of	the	Registrant	from	which	various	exhibits	are	incorporated	by	reference into	this	Annual	Report	are	indicated	by	parenthetical	numbering	which	corresponds	to	the	following	key:

** 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.



Question: what were the average tax penalties from 2014 to 2016 in millions
Calculation:   cost_2016 = 9.2
 cost_2015 = 3.2
 cost_2014 = 6.5
 total_cost = cost_2016 + cost_2015 + cost_2014
 answer = total_cost / 3 
Answer: 6.3