LONG-TERM OBLIGATIONS | 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 June 30, 2018 December 31, 2017 Maturity Date 2018 Term Loan (1) $ 1,499.4 $ — March 29, 2019 2013 Credit Facility (1) 1,605.0 2,075.6 June 28, 2021 2013 Term Loan (1) 995.0 994.5 January 31, 2023 2014 Credit Facility (1) — 495.0 January 31, 2023 3.40% senior notes 999.9 999.8 February 15, 2019 2.800% senior notes 747.1 746.3 June 1, 2020 5.050% senior notes 698.4 698.0 September 1, 2020 3.300% senior notes 746.6 746.0 February 15, 2021 3.450% senior notes 645.7 645.1 September 15, 2021 5.900% senior notes 498.1 497.8 November 1, 2021 2.250% senior notes 562.9 572.4 January 15, 2022 4.70% senior notes 697.1 696.7 March 15, 2022 3.50% senior notes 991.7 990.9 January 31, 2023 3.000% senior notes 679.1 692.5 June 15, 2023 5.00% senior notes 1,002.3 1,002.4 February 15, 2024 1.375% senior notes 574.1 589.1 April 4, 2025 4.000% senior notes 741.5 741.0 June 1, 2025 4.400% senior notes 495.9 495.6 February 15, 2026 1.950% senior notes 576.4 — May 22, 2026 3.375% senior notes 985.6 984.8 October 15, 2026 3.125% senior notes 397.2 397.1 January 15, 2027 3.55% senior notes 743.1 742.8 July 15, 2027 3.600% senior notes 691.5 691.1 January 15, 2028 Total American Tower Corporation debt 17,573.6 16,494.5 Series 2013-1A securities (2) — 499.8 N/A Series 2013-2A securities (3) 1,292.6 1,291.8 March 15, 2023 Series 2018-1A securities (3) 493.2 — March 15, 2028 Series 2015-1 notes (4) 348.4 348.0 June 15, 2020 Series 2015-2 notes (5) 520.4 520.1 June 16, 2025 India indebtedness (6) 392.2 512.6 Various India preference shares (7) 24.3 26.1 March 2, 2020 Shareholder loans (8) 93.4 100.6 Various Other subsidiary debt (1) (9) 199.4 246.1 Various Total American Tower subsidiary debt 3,363.9 3,545.1 Other debt, including capital lease obligations 176.3 165.5 Total 21,113.8 20,205.1 Less current portion of long-term obligations (2,791.8 ) (774.8 ) Long-term obligations $ 18,322.0 $ 19,430.3 _______________ (1) Accrues interest at a variable rate. (2) Repaid in full on the March 2018 payment date. (3) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (4) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045. (5) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (6) Denominated in Indian Rupees (“INR”). Includes India working capital facility, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 9) and debt that has been entered into by ATC TIPL. (7) Mandatorily redeemable preference shares (the “Preference Shares”) classified as debt. The Preference Shares have a dividend rate of 10.25% per annum. Denominated in INR. (8) Reflects balances owed to the Company’s joint venture partners in Ghana and Uganda. The Ghana loan is denominated in Ghanaian Cedi and the Uganda loan is denominated in Ugandan Shillings. (9) Includes the publicly issued simple debentures issued by BR Towers S.A. and the Brazil credit facility, which are denominated in Brazilian Reais and amortize through October 15, 2023 and January 15, 2022, respectively, the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020 and the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021. Current portion of long-term obligations— The Company’s current portion of long-term obligations primarily includes (i) 14.6 billion INR ( $212.8 million ) of India indebtedness, (ii) $1.5 billion under its unsecured term loan entered into on March 29, 2018 (the “2018 Term Loan”) and (iii) $999.9 million under the 3.40% senior unsecured notes due 2019. Securitized Debt— Cash flows generated by the sites that secure the securitized debt of the Company 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 receive 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. Senior Notes 1.950% Senior Notes Offering— On May 22, 2018, the Company completed a registered public offering of 500.0 million Euros ( $589.0 million at the date of issuance) aggregate principal amount of 1.950% senior unsecured notes due 2026 (the “ 1.950% Notes”). The net proceeds from this offering were approximately 493.2 million Euros (approximately $581.0 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under its multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013 Credit Facility”). The 1.950% Notes will mature on May 22, 2026 and bear interest at a rate of 1.950% per annum. Accrued and unpaid interest on the 1.950% Notes will be payable in Euros in arrears on May 22 of each year, beginning on May 22, 2019. Interest on the 1.950% Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 1.950% Notes and commenced accruing on May 22, 2018. The Company may redeem the 1.950% Notes at any time, 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 the Company redeems the 1.950% Notes on or after February 22, 2026, it will not be required to pay a make-whole premium. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the supplemental indenture, it may be required to repurchase all of the 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. The supplemental indenture 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 3.5 x Adjusted EBITDA, as defined in the supplemental indenture. Securitizations Secured Tower Revenue Securities, Series 2018-1, Subclass A and Series 2018-1, Subclass R— On March 29, 2018, the Company completed a securitization transaction (the “2018 Securitization”), in which the American Tower Trust I (the “Trust”) issued $500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”). To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $26.4 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2018 Securities. The assets of the Trust consist of a nonrecourse loan (the “Loan”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”). The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT Asset Subs’ interests in 5,116 broadcast and wireless communications towers and related assets (the “Trust Sites”). The 2018 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Second Amended and Restated Loan and Security Agreement among the Trust and the AMT Asset Subs, dated as of March 29, 2018 (the “Loan Agreement”) and were issued in two separate subclasses of the same series. The 2018 Securities represent a pass-through interest in the components of the Loan corresponding to the 2018 Securities. The Series 2018-1A Securities have an interest rate of 3.652% and the Series 2018-1R Securities have an interest rate of 4.459% . The 2018 Securities have an expected life of approximately ten years with a final repayment date in March 2048. The debt service on the Loan will be paid solely from the cash flows generated from the operation of the Trust Sites held by the AMT Asset Subs. The AMT Asset Subs are required to make monthly payments of interest on the Loan. Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2018 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components. The AMT Asset Subs may prepay the Loan at any time provided it is accompanied by applicable prepayment consideration. If the prepayment occurs within thirty-six months of the anticipated repayment date for the 2018 Securities, no prepayment consideration is due. The entire unpaid principal balance of the components of the Loan corresponding to the 2018 Securities will be due in March 2048. Under the Loan Agreement, the AMT Asset Subs are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, in certain circumstances, to reserve a portion of advance rents from tenants on the Trust Sites. Based on the terms of the Loan Agreement, all rental cash receipts received each month are reserved for the succeeding month and held in an account controlled by the trustee and then released. The $75.7 million held in the reserve accounts as of June 30, 2018 is classified as restricted cash on the Company’s accompanying consolidated balance sheet. The Secured Tower Revenue Securities, Series 2013-2A (the “Series 2013-2A Securities”) issued in a securitization transaction in March 2013 (the “2013 Securitization” and, together with the 2018 Securitization, the “Trust Securitizations”) remain outstanding and are subject to the terms of the Second Amended and Restated Trust and Servicing Agreement entered into in connection with the 2018 Securitization. The component of the Loan corresponding to the Series 2013-2A Securities also remains outstanding and is subject to the terms of the Loan Agreement. The Loan Agreement includes terms and conditions, including with respect to secured assets, substantially consistent with the First Amended and Restated Loan and Security Agreement dated as of March 15, 2013, and as further described in note 8 to the Company’s consolidated financial statements included in the 2017 Form 10-K. Bank Facilities 2013 Credit Facility— During the six months ended June 30, 2018 , the Company borrowed an aggregate of $1.5 billion and repaid an aggregate of $2.0 billion of revolving indebtedness under the 2013 Credit Facility. The Company used the borrowings to fund acquisitions, repay existing indebtedness and for general corporate purposes. 2014 Credit Facility— During the six months ended June 30, 2018 , the Company borrowed an aggregate of $1.1 billion and repaid an aggregate of $1.5 billion of revolving indebtedness under its senior unsecured revolving credit facility entered into in January 2012 and amended and restated in September 2014, as further amended (the “2014 Credit Facility”). The Company used the borrowings to repay existing indebtedness, including the Secured Tower Revenue Securities, Series 2013-1A, and for general corporate purposes. 2018 Term Loan— During the six months ended June 30, 2018 , the Company entered into the 2018 Term Loan, the net proceeds of which were used to repay $1.1 billion of outstanding indebtedness under the 2013 Credit Facility and $445.0 million of outstanding indebtedness under the 2014 Credit Facility. The 2018 Term Loan matures on March 29, 2019. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 2018 Term Loan may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium. The loan agreement for the 2018 Term Loan contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Any failure to comply with the financial and operating covenants of the loan agreement 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. As of June 30, 2018 , the key terms under the 2013 Credit Facility, the 2014 Credit Facility, the Company’s unsecured term loan entered into in October 2013, as amended (the “2013 Term Loan”) and the 2018 Term Loan were as follows: Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR (1) Current commitment fee (2) 2013 Credit Facility $ 1,605.0 $ 3.5 June 28, 2021 (3) 1.125 % 0.125 % 2014 Credit Facility $ — $ 6.3 January 31, 2023 (3) 1.250 % 0.150 % 2013 Term Loan $ 1,000.0 N/A January 31, 2023 1.250 % N/A 2018 Term Loan $ 1,500.0 N/A March 29, 2019 0.875 % N/A _______________ (1) LIBOR means the London Interbank Offered Rate. (2) Fee on undrawn portion of the applicable credit facility. (3) Subject to two optional renewal periods. |