Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

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

For	the	fiscal	year	ended	December	31,	2008

¨ 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:

(I.R.S.	Employer Identification	No.)

Title	of	each	Class

Class	A	Common	Stock,	$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		x				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		x

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		x				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.				x

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		x

Accelerated	filer		¨

Non-accelerated	filer		¨ Smaller	reporting	company		¨

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

The	aggregate	market	value	of	the	voting	and	non-voting	common	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2008	was	approximately	$16.7 billion,	based	on	the	closing	price	of	the	registrant's	Class	A	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	Company's 2009	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2008

|  | AMERICAN	TOWER	CORPORATION<br>TABLE	OF	CONTENTS<br>FORM	10-K	ANNUAL	REPORT<br>FISCAL	YEAR	ENDED	DECEMBER	31,	2008 |  |
| :--- | :--- | :--- |
|  |  | Page |
| Special\tNote\tRegarding\tForward-Looking\tStatements |  | ii |
| PART\tI |  |  |
| ITEM\t1. | Business | 1 |
|  | Overview | 1 |
|  | Strategy | 2 |
|  | The\tCompany | 3 |
|  | Products\tand\tServices | 4 |
|  | Recent\tDevelopments | 6 |
|  | Regulatory\tMatters | 7 |
|  | Competition\tand\tCustomer\tDemand | 9 |
|  | Employees | 10 |
|  | Available\tInformation | 10 |
| ITEM\t1A. | Risk\tFactors | 10 |
| ITEM\t1B. | Unresolved\tStaff\tComments | 18 |
| ITEM\t2. | Properties | 19 |
| ITEM\t3. | Legal\tProceedings | 20 |
| ITEM\t4. | Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | 21 |
| PART\tII |  |  |
| ITEM\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 22 |
|  | Dividends | 22 |
|  | Performance\tGraph | 23 |
|  | Recent\tSales\tof\tUnregistered\tSecurities | 23 |
|  | Issuer\tPurchases\tof\tEquity\tSecurities | 24 |
| ITEM\t6. | Selected\tFinancial\tData | 25 |
| ITEM\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 27 |
|  | Executive\tOverview | 27 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2008\tand\t2007 | 29 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2007\tand\t2006 | 33 |
|  | Liquidity\tand\tCapital\tResources | 37 |
|  | Critical\tAccounting\tPolicies\tand\tEstimates | 45 |
|  | Recent\tAccounting\tPronouncements | 48 |
|  | Information\tPresented\tPursuant\tto\tthe\tIndentures\tof\tour\t7.50%\tNotes\tand\t7.125%\tNotes | 49 |
| ITEM\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 51 |
| ITEM\t8. | Financial\tStatements\tand\tSupplementary\tData | 53 |
| ITEM\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 53 |

# TABLE	OF	CONTENTS—(Continued)

# SPECIAL	NOTE	REGARDING	FORWARD-LOOKING	STATEMENTS

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	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	customers,	our	ability	to	maintain	or	increase	our	market	share,	our	future operating	results,	our	future	purchases	under	our	stock	repurchase	programs,	our	future	capital	expenditure	levels,	our	future	financing	transactions	and	our	plans	to	fund our	future	liquidity	needs.	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	"Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations"	and	"Business,"	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	to,	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.

# PART	I

# ITEM	1. BUSINESS

# Overview

We	are	a	leading	wireless	and	broadcast	communications	infrastructure	company	with	a	portfolio	of	over	23,700	communications	sites,	including	wireless communications	towers,	broadcast	communications	towers	and	distributed	antenna	system	("DAS")	networks.	Our	portfolio	of	wireless	and	broadcast	tower	sites consists	of	towers	that	we	own	and	towers	that	we	operate	pursuant	to	long-term	lease	arrangements,	including,	as	of	December	31,	2008,	approximately	19,600	sites	in the	United	States	and	approximately	4,000	sites	in	Mexico,	Brazil	and	India.	Our	portfolio	also	includes	approximately	170	DAS	networks	that	we	operate	in	malls, casinos	and	other	in-building	applications	in	the	United	States	and	Mexico.	In	addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites for	property	owners	in	the	United	States,	Mexico	and	Brazil.

Our	primary	business	is	leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast	companies. This	segment	of	our	business,	which	we	refer	to	as	our	rental	and	management	segment,	accounted	for	approximately	97%,	98%	and	98%	of	our	total	revenues	for	the years	ended	December	31,	2008,	2007	and	2006,	respectively.	Through	our	network	development	services	segment,	we	also	offer	tower-related	services	in	the	United States,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	which	directly	support	our	site	leasing	business	and	the	addition	of	new tenants	and	equipment	on	our	sites.

We	have	historically	focused	on	our	rental	and	management	segment	due	to	its	significant	operating	leverage	and	low	cash	flow	volatility	when	compared	to	our network	development	services	segment.	Our	rental	and	management	segment	has	generated	stable	revenue	and	cash	flows	due	to	the	following	characteristics:

•	 Long-term	tenant	leases	with	contractual	escalators.	In	general,	a	lease	with	a	wireless	carrier	has	an	initial	term	of	five	to	ten	years	with	multiple	five- year	renewal	terms	thereafter,	and	lease	payments	that	typically	increase	3%	to	5%	per	year.

•	 Operating	expenses	are	largely	fixed.	Incremental	operating	costs	associated	with	adding	wireless	tenants	to	a	communications	site	are	minimal. Therefore,	as	additional	tenants	are	added	to	a	site,	the	substantial	majority	of	incremental	revenue	flows	through	to	operating	profit.

•	 Low	maintenance	capital	expenditures.	On	average,	a	communications	site	requires	low	annual	capital	improvements	to	maintain.

•	 High	lease	renewal	rates.	Wireless	carriers	tend	to	renew	leases	because	suitable	alternative	sites	may	not	exist	or	be	available	and	repositioning	a	site	in	a carrier's	network	is	expensive	and	may	adversely	affect	the	carrier's	network	quality.

Additionally,	our	communications	site	portfolio	provides	us	with	growth	potential	because	we	have	the	ability	to	add	new	tenants,	and	new	equipment	for	existing tenants,	on	our	sites.	In	the	United	States,	our	largest	market,	our	nationwide	network	of	communications	sites	enables	us	to	address	the	needs	of	national,	regional,	local and	emerging	wireless	service	providers.	Our	broad	site	portfolio	and	our	large	customer	base	provide	us	with	a	diverse	source	of	new	business	opportunities,	which	has historically	resulted	in	consistent	and	predictable	revenue	growth.	Our	operations	in	the	United	States	accounted	for	approximately	86%,	87%	and	87%	of	our	total revenues	for	the	years	ended	December	31,	2008,	2007	and	2006,	respectively.

Our	international	site	leasing	business,	which	is	comprised	of	communications	sites	in	Mexico,	Brazil	and	India,	provides	a	further	source	of	diversification	and growth	for	our	rental	and	management	segment.	Our	international	site	leasing	business	accounted	for	approximately	14%,	13%	and	13%	of	our	total	revenues	for	the years	ended	December	31,	2008,	2007	and	2006,	respectively.	In	developing	our	international	site	portfolio,	we	have	focused	on	building	and	acquiring	communications sites	in	high	demand	areas	to	meet	the	needs	of	our	customers.

# Strategy

Our	strategy	is	to	capitalize	on	the	growth	in	the	use	of	wireless	communications	services	and	the	infrastructure	requirements	necessary	to	deploy	current	and future	generations	of	wireless	communications	technologies.	We	believe	that,	based	on	current	trends,	wireless	service	providers	in	each	of	our	existing	markets	will continue	to	invest	in	their	networks	to	meet	demand	from	their	new	and	existing	subscribers.	Wireless	communications	services	have	experienced	significant	growth	in our	domestic	and	international	markets:

# United	States	Wireless	Growth.

•	 Wireless	service	subscribers	increased	to	262.7	million	as	of	June	2008,	representing	a	year-over-year	increase	of	approximately	8%	and	market	penetration of	approximately	86%.

•	 Minutes	of	use	increased	to	over	1.1	trillion	for	the	six	months	ended	June	30,	2008,	representing	a	year-over-year	increase	of	approximately	11%.

•	 Cell	sites	(i.e.,	the	number	of	antenna	arrays	and	related	equipment	in	commercial	operation,	not	the	number	of	towers	on	which	that	equipment	is	located) increased	to	approximately	220,500	as	of	June	2008,	representing	a	year-over-year	increase	of	5%.

# International	Wireless	Growth.

•	 Mexican	wireless	service	subscribers	increased	to	70.9	million	as	of	June	2008,	representing	a	year-over-year	increase	of	approximately	18%	and	market penetration	of	approximately	67%.

•	 Brazilian	wireless	service	subscribers	increased	to	133.2	million	as	of	June	2008,	representing	a	year-over-year	increase	of	approximately	10%	and	market penetration	of	approximately	70%.

•Indian	wireless	service	subscribers	increased	to	281.6	million	as	of	June	2008,	representing	a	year-over-year	increase	of	approximately	55%	and	market penetration	of	approximately	25%.

We	believe	the	growth	in	the	number	of	wireless	service	subscribers,	the	minutes	of	use	per	subscriber	and	the	further	adoption	of	wireless	data	applications	by subscribers	will	require	wireless	carriers	to	add	new	cell	sites	and	new	equipment	to	existing	cell	sites	to	maintain	the	performance	of	their	networks	in	the	areas	they currently	cover	and	to	extend	service	to	areas	where	coverage	does	not	yet	exist.	As	wireless	carriers	continue	to	add	subscribers	and	seek	to	limit	churn,	we	also anticipate	they	will	focus	on	network	quality	as	a	competitive	necessity	and	will	continue	to	invest	in	upgrades	that	increase	the	capacity	of	their	networks.	In	addition, we	believe	that	as	wireless	data	applications,	such	as	email,	internet	access	and	video,	are	adopted	on	a	widespread	basis,	wireless	carriers	may	be	compelled	to	further increase	the	cell	density	of	their	existing	networks,	deploy	new	technology	and	equipment,	and	expand	their	network	coverage.	To	meet	this	demand,	we	believe wireless	carriers	will	continue	to	outsource	their	communications	site	infrastructure	needs	as	a	means	of	accelerating	access	to	their	markets	and	more	efficiently	using their	capital,	rather	than	constructing	and	operating	their	own	communications	sites	and	maintaining	their	own	communications	site	service	and	development capabilities.

We	believe	that	our	existing	portfolio	of	communications	sites,	our	tower-related	services	offerings	and	our	management	team	position	us	to	benefit	from	these trends	and	to	play	an	increasing	role	in	addressing	the	needs	of	wireless	service	providers	and	broadcasters.	The	key	elements	of	our	strategy	include:

•	 Maximize	Use	of	Existing	Site	Capacity.	We	believe	that	our	highest	returns	will	be	achieved	by	leasing	additional	space	on	our	existing	communications sites.	We	anticipate	that	our	revenues	and	operating	profit	from	our	rental	and	management	segment	will	continue	to	grow	because	many	of	our communications	sites	are	attractively	located	for	wireless	service	providers	and	have	capacity	available	for	additional	antenna	space	that	we	can	offer	to customers	at	low	incremental	costs	to	us.	Because	the	costs	of	operating	a	site	are	largely	fixed,	increasing	utilization	significantly	improves	operating margins.	We	will	continue	to	target	our	sales	and	marketing	activities	to	increase	utilization,	and	return	on	investment,	of	our	existing	communications sites.

•	 Grow	Our	Operations	Using	Selective	Criteria	for	Acquisitions	and	New	Site	Development.	Given	the	relatively	fixed	cost	structure	of	our	site	leasing business,	we	believe	that	adding	new	communications	sites	to	our	portfolio	in	existing	markets	will	allow	us	to	grow	revenues	with	only	modest	increases	in administrative	and	operating	expenses.	Therefore,	we	seek	to	acquire	and	construct	towers	and	install	DAS	networks	in	our	existing	markets	when	our initial	and	long-term	return	on	investment	criteria	are	met.	We	evaluate	expansion	opportunities	into	new	international	markets	on	a	similar	basis.	We consider	countries	that	have	a	relatively	stable	political	climate,	an	expanding	macroeconomic	environment,	a	growing,	competitive	wireless communications	industry,	and	multiple	wireless	carriers	that	are	likely	to	outsource	their	communications	site	infrastructure	needs	to	us.

•	 Continue	Our	Focus	on	Customer	Service	and	Processes.	Because	speed	to	market	and	reliable	network	performance	are	critical	components	to	the success	of	wireless	service	providers,	our	ability	to	assist	customers	in	meeting	their	goals	contributes	to	our	success.	We	intend	to	continue	to	focus	on customer	service,	for	example,	by	reducing	cycle	times	for	key	functions,	such	as	lease	processing	and	tower	structural	analysis.	We	are	also	continuing	our efforts	to	improve	customer	access	to	information	regarding	our	communications	sites	to	allow	faster	and	easier	site	selection	and	qualification	by	our customers.	We	believe	that	by	increasing	the	speed	with	which	we	provide	our	customers	with	accurate	and	complete	information	about	our	sites,	we	will be	able	to	increase	our	competitiveness	and	revenue	generation.

•	 Build	On	Our	Customer	Relationships.	Our	understanding	of	the	network	needs	of	our	customers	and	our	ability	to	convey	effectively	how	we	can satisfy	those	needs	are	key	to	our	efforts	to	add	new	antenna	leases,	cross-sell	our	services	and	identify	desirable	new	site	development	projects.	We	are building	on	our	relationships	with	our	major	wireless	carrier	customers	to	gain	more	familiarity	with	their	evolving	network	plans	so	we	can	identify opportunities	where	our	portfolio	of	sites	and	experienced	personnel	can	be	used	to	satisfy	their	needs.	We	are	also	working	with	smaller	and	emerging wireless	carriers	and	network	operators	as	they	define	their	coverage	and	network	needs	and	expand	into	new	markets.	In	addition,	we	are	also	seeking opportunities	to	build	relationships	with	new	market	participants	who	have	obtained	or	may	obtain	spectrum	licenses,	including	those	who	participated	in recent	governmental	auctions	of	wireless	spectrum.	We	believe	we	are	well	positioned	to	be	a	preferred	partner	to	our	customers	because	of	the	size,	scope and	location	of	our	portfolio	of	communications	sites	and	our	proven	operating	experience.

•Participate	in	Industry	Consolidation.	We	continue	to	believe	there	are	benefits	to	consolidation	among	tower	companies.	More	extensive	networks	of communications	sites	will	be	better	positioned	to	provide	comprehensive	service	to	customers	and	to	support	the	infrastructure	requirements	of	future generations	of	wireless	communications	technologies.	We	believe	that	our	2005	merger	with	SpectraSite,	Inc.,	an	owner	and	operator	of	approximately 7,800	wireless	and	broadcast	towers	and	in-building	DAS	networks	in	the	United	States,	resulted	in	improved	cost	structure	efficiencies	and	that	combining with	one	or	more	other	tower	companies	should	yield	similar	results.	Accordingly,	we	continue	to	be	interested	in	participating	in	the	consolidation	of	our industry	on	terms	that	are	consistent	with	these	perceived	benefits	and	that	create	long-term	value	for	our	stockholders.

# The	Company

American	Tower	Corporation	was	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	to	own,	manage,	develop	and	lease	communications and	broadcast	tower	sites,	and	was	spun	off	into	a	free-standing	public	company	in	1998.	Since	inception,	we	have	grown	our	communications	site	portfolio	through acquisitions,	long-term	lease	arrangements,	development	and	construction,	and	through	mergers	with	and	acquisitions	of	other	tower	operators,	increasing	the	size	of	our portfolio	to	over	23,700	communications	sites.

American	Tower	Corporation	is	a	holding	company,	and	we	conduct	our	operations	through	our	directly	and	indirectly	owned	subsidiaries.	Our	principal	United States	operating	subsidiaries	are	American	Towers,	Inc.

("ATI")	and	SpectraSite	Communications,	LLC	("SpectraSite").	We	conduct	our	international	operations	through	our	subsidiary,	American	Tower	International,	Inc., which	in	turn	conducts	operations	through	its	various	international	operating	subsidiaries.	Our	international	operations	consist	primarily	of	our	operations	in	Mexico	and Brazil,	and	also	include	operations	in	India,	which	we	established	in	the	second	half	of	2007.

We	operate	in	two	business	segments:	rental	and	management	and	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	18	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Products	and	Services

# Rental	and	Management

Our	primary	business	is	our	communications	site	leasing	business,	which	we	conduct	through	our	rental	and	management	segment.	This	segment	accounted	for approximately	97%,	98%	and	98%	of	our	total	revenues	for	the	years	ended	December	31,	2008,	2007	and	2006,	respectively.	Our	rental	and	management	segment	is comprised	of	our	domestic	and	international	site	leasing	business,	including	the	operation	of	wireless	communications	towers,	broadcast	communications	towers	and DAS	networks,	as	well	as	rooftop	management.

Wireless	Communications	Towers.	We	are	a	leading	owner	and	operator	of	wireless	communications	towers	in	the	United	States,	Mexico	and	Brazil,	based	on number	of	towers	and	revenue.	We	also	own	and	operate	communications	towers	in	India,	where	we	commenced	operations	in	the	second	half	of	2007.	In	addition	to owned	wireless	communications	towers,	we	also	manage	wireless	communications	sites	for	property	owners	in	the	United	States,	Mexico	and	Brazil.	Approximately 92%,	91%	and	91%	of	our	rental	and	management	segment	revenue	was	attributable	to	our	wireless	communications	towers	for	the	years	ended	December	31,	2008, 2007	and	2006,	respectively.	As	of	December	31,	2008,	our	wireless	communications	tower	portfolio	included	the	following:

We	lease	space	on	our	wireless	communications	towers	to	customers	in	a	diverse	range	of	wireless	industries,	including	personal	communications	services, cellular,	enhanced	specialized	mobile	radio,	WiMAX.	paging	and	fixed	microwave.	Our	major	domestic	wireless	customers	include	AT&T	Mobility,	Sprint	Nextel, Verizon	Wireless	(which	completed	its	merger	with	ALLTEL	in	January	2009)	and	T-Mobile	USA.	Our	major	international	wireless	customers	include	Grupo	Iusacell (Iusacell	Celular	and	Unefon	in	Mexico),	Nextel	International	in	Mexico	and	Brazil,	Telefonica	(Movistar	in	Mexico	and	Vivo	in	Brazil),	America	Movil	(Telcel	in Mexico	and	Claro	in	Brazil)	and	Telecom	Italia	Mobile	(TIM)	in	Brazil.	For	the	year	ended	December	31,

2008,	we	had	three	customers	that	each	accounted	for	10%	or	more	of	our	total	revenues.	AT&T	Mobility,	Sprint	Nextel	and	Verizon	Wireless	(including	ALLTEL) accounted	for	approximately	20%,	19%	and	16%,	respectively,	of	our	2008	total	revenues.	Approximately	68%	of	our	total	revenues	for	the	year	ended	December	31, 2008	were	derived	from	six	customers.	As	a	result,	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	customers"	and	"—Due	to	the	long-term	expectations	of	revenue	from	tenant	leases,	the	tower industry	is	sensitive	to	the	credit	worthiness	of	its	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	adversely	affect	our	revenues	or	financial	position."

Our	leases	with	wireless	communications	providers	in	the	United	States	generally	have	initial	non-cancelable	terms	of	five	to	ten	years.	In	Mexico,	Brazil	and India,	our	tenant	leases	typically	have	an	initial	non-cancelable	term	of	ten	years.	In	most	cases,	our	tenant	leases	have	multiple	renewal	terms	at	the	option	of	the	tenant. Wireless	carriers	generally	renew	their	leases	with	us	because	suitable	alternative	sites	may	not	exist	or	be	available	and	repositioning	a	site	in	an	existing	carrier's network	is	expensive	and	often	requires	reconfiguring	several	other	sites	within	the	carrier's	network,	which	may	impact	the	carrier's	network	quality	and	coverage	and may	also	require	the	carrier	to	obtain	other	governmental	permits.	Most	of	our	tenant	leases	have	escalation	provisions	that	periodically	increase	the	rent	due	under	the lease.	These	automatic	increases	are	typically	annual	and	are	based	on	a	fixed	percentage,	inflation	or	a	fixed	percentage	plus	inflation.

# Annual	rental	payments	vary	considerably	depending	upon:

•tower	location;

•number	and	weight	of	the	customer's	antennas	on	the	tower	and	the	size	of	its	transmission	lines;

•ground	space	necessary	for	the	customer's	electronic	and	other	equipment	related	to	the	antennas;

•remaining	tower	capacity;

•type	of	tower	structure	(e.g.,	stealth	or	camouflage	tower);

•location	of	the	customer's	antennas	on	the	tower;	and

•type	and	amount	of	frequency	transmitted	by	the	customer.

The	number	of	antenna	arrays	that	our	towers	can	accommodate	varies	depending	on	the	tower's	location,	height,	and	structural	capacity	at	certain	wind	speeds. As	of	December	31,	2008,	our	tower	sites	had	an	average	of	approximately	2.5	tenants	per	tower.	We	believe	that	a	significant	majority	of	our	tower	sites	have	the capacity	to	add	new	tenants,	and	new	equipment	for	existing	tenants,	without	the	need	to	make	capital	investments	to	augment	the	structure.	We	believe	that	nearly	all	of our	tower	sites	that	are	currently	at	or	near	full	structural	capacity	can	be	upgraded	or	augmented	to	meet	future	leasing	demand	with	only	minor	capital	costs.	A	portion of	these	upgrade	and	augmentation	costs	are	generally	shared	with	the	customer,	resulting	in	a	short	payback	period	for	our	net	capital	investment.

Broadcast	Communications	Towers.	We	are	one	of	the	largest	independent	owners	and	operators	of	broadcast	towers	in	the	United	States	and	Mexico.	We	own over	200	broadcast	towers	in	the	United	States	and	have	exclusive	rights	to	approximately	200	in	Mexico.	Broadcast	towers	generally	are	taller	and	structurally	more complex	than	wireless	communications	towers,	require	unique	engineering	skills	and	are	more	costly	to	build.	We	lease	space	on	our	broadcast	towers	primarily	to	radio and	television	broadcast	companies.	In	leasing	tower	space,	we	generally	receive	monthly	fees	from	customers,	with	initial	non-cancelable	lease	terms	ranging	from	ten to	twenty	years.	For	the	years	ended	December	31,	2008,	2007	and	2006,	approximately	6%,	7%	and	7%,	respectively,	of	our	rental	and	management	segment	revenue was	attributable	to	our	broadcast	communications	towers.

DAS	Networks.	We	are	a	leading	provider	of	in-building	neutral	host	DAS	networks	in	the	United	States,	with	approximately	170	DAS	networks	in	operation	in malls,	casinos	and	other	in-building	applications.	We	also	own	and	operate	a	limited	number	of	in-building	DAS	networks	in	Mexico.	We	obtain	rights	to	install	and operate	in-building	DAS	networks	by	entering	into	contracts	with	property	owners,	and	we	grant	rights	to	wireless	service	providers	to	attach	their	equipment	to	our	in- building	DAS	networks	for	a	fee	under	licenses	that	typically	have	an	initial	non-cancelable	term	of	at	least	ten	years.	In	2007,	we	commenced	offering	outdoor	DAS networks	as	a	complementary	shared	infrastructure	solution	for	our	customers.	For	the	years	ended	December	31,	2008,	2007	and	2006,	approximately	1%	of	our	rental and	management	segment	revenue	was	attributable	to	our	DAS	networks.

Rooftop	Management.	We	also	provide	management	services	to	property	owners	in	the	United	States,	Mexico	and	Brazil,	who	own	rooftops	that	are	capable	of hosting	wireless	communications	equipment.	We	obtain	rights	to	manage	a	rooftop	by	entering	into	contracts	with	property	owners	pursuant	to	which	we	receive	a percentage	of	occupancy	or	license	fees	paid	by	the	wireless	carriers	and	other	tenants.	For	the	years	ended	December	31,	2008,	2007	and	2006,	approximately	1%	of our	rental	and	management	segment	revenue	was	attributable	to	rooftop	management.

# Network	Development	Services

We	offer	tower-related	services,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	through	our	network	development services	segment.	This	segment	accounted	for	approximately	3%,	2%	and	2%	of	our	total	revenues	for	the	years	ended	December	31,	2008,	2007	and	2006,	respectively.

Site	Acquisition,	Zoning	and	Permitting	Services.	We	engage	in	site	acquisition	services	for	our	own	account	in	connection	with	our	tower	development	projects, as	well	as	for	our	customers.	We	typically	work	with	our	customers'	engineers	to	determine	the	geographic	areas	where	the	customer	needs	to	construct	a	new	tower	site to	address	its	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	under	applicable	law.

Structural	Analysis.	We	offer	structural	analysis	services	to	wireless	carriers	in	connection	with	the	installation	of	communications	equipment	on	towers.	Our team	of	engineers	can	evaluate	whether	a	tower	can	support	the	additional	burden	of	the	new	equipment	or	if	augmentation	is	needed,	which	enables	our	customers	to better	assess	potential	tower	sites	before	making	an	installation	decision.	In	January	2007,	we	acquired	a	structural	analysis	engineering	firm	to	increase	our	structural analysis	capabilities.	We	believe	that	this	acquisition	enables	us	to	provide	higher	quality	service	to	our	existing	customers	by,	among	other	things,	reducing	cycle	times related	to	tower	structural	analysis,	as	well	as	provide	opportunities	to	offer	structural	analysis	services	to	third	parties.

# Recent	Developments

# Growth	and	Expansion

In	2008,	we	continued	to	focus	on	our	strategy	of	growing	our	operations	using	selective	criteria	for	acquisitions	and	new	site	development,	including	through expansion	into	new	international	markets.	During	the	year	ended	December	31,	2008,	we	grew	our	communications	site	portfolio	through	acquisitions	and	construction activities,	including	the	acquisition	of	269	towers	for	an	aggregate	purchase	price	of	$42.8	million,	and	the	construction	of	676	towers	and	the	installation	of	16	in- building	DAS	networks	for	an	aggregate	cost	of	$90.7	million.	The	majority	of	our	new	construction	activities	were	in	our	international	markets,	primarily	in	Brazil	and India.	During	2008,	we	continued	to	seek	out	opportunities	to	expand	our	operations	in	our	existing	international	markets,	as	well	as	into	other	countries	that	meet	our criteria	for	international	expansion,	and	we	expect	to	continue	these	efforts	in	2009.	In	addition,	we	continue	to	evaluate	opportunities	to	acquire	larger

communications	site	portfolios	that	we	believe	we	can	effectively	integrate	into	our	portfolio.	Accordingly,	we	intend	to	continue	to	assess	and	seek	out	opportunities	for additional	growth	in	2009.

# Financing	Transactions

In	2008,	we	improved	our	financial	position	by	raising	capital	to	refinance	a	portion	of	our	outstanding	indebtedness	and	by	taking	steps	to	reduce	the	outstanding indebtedness	under	our	convertible	notes,	which	increased	our	flexibility	and	our	ability	to	return	value	to	our	stockholders.	Significant	transactions	included	the following:

Credit	Facilities.	In	2008,	we	increased	our	borrowing	capacity	under	our	$1.25	billion	senior	unsecured	revolving	credit	facility	("Revolving	Credit	Facility")	by adding	$325.0	million	of	term	loan	commitments	("Term	Loan").	We	used	the	net	proceeds	from	the	Term	Loan,	together	with	available	cash,	to	repay	$325.0	million	of existing	indebtedness	under	the	Revolving	Credit	Facility.

Conversions	of	Convertible	Notes.	In	2008,	we	reduced	the	amount	of	indebtedness	outstanding	under	our	convertible	notes	through	conversions	of	notes	into shares	of	our	Class	A	common	stock	("Common	Stock").	Holders	of	approximately	$201.1	million	face	amount	of	our	outstanding	convertible	debt	securities	converted their	notes	into	shares	of	our	Common	Stock,	including	conversions	of	$18.3	million	principal	amount	of	our	3.25%	convertible	notes	due	August	15,	2012	("3.25% Notes")	and	$182.8	million	principal	amount	of	our	3.00%	convertible	notes	due	August	15,	2012	("3.00%	Notes").

Stock	Repurchase	Programs.	In	2008,	we	continued	to	repurchase	shares	of	our	Common	Stock	pursuant	to	our	publicly	announced	stock	repurchase	programs. In	February	2008,	we	ended	our	$1.5	billion	stock	repurchase	program	approved	by	our	Board	of	Directors	in	February	2007,	pursuant	to	which	we	repurchased	a	total of	35.3	million	shares	of	Common	Stock	for	an	aggregate	of	$1.45	billion,	including	commissions	and	fees.	In	February	2008,	our	Board	of	Directors	approved	a	new stock	repurchase	program,	pursuant	to	which	we	are	authorized	to	purchase	up	to	an	additional	$1.5	billion	of	our	Common	Stock.	During	the	year	ended	December	31, 2008,	we	repurchased	18.3	million	shares	of	our	Common	Stock	for	an	aggregate	of	$697.1	million,	including	commissions	and	fees,	pursuant	to	our	repurchase programs.

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	notes	6	and	13	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Regulatory	Matters

Towers	and	Antennas.	Both	the	Federal	Communications	Commission	("FCC")	and	the	Federal	Aviation	Administration	("FAA")	regulate	towers	used	for wireless	communications	and	radio	and	television	broadcasting.	These	regulations	govern	the	siting,	lighting,	marking	and	maintenance	of	towers.	Depending	on	factors such	as	tower	height	and	proximity	to	public	airfields,	the	construction	of	new	towers	or	modifications	to	existing	towers	may	require	pre-approval	by	the	FAA.	Towers requiring	FAA	approval	must	be	registered	with	the	FCC	and	must	be	painted	and	lighted	in	accordance	with	the	FAA's	standards.	The	FAA	review	and	the	FCC registration	processes	are	prerequisites	to	use	of	the	tower	by	FCC	licensees,	as	well	as	our	other	customers.	Tower	owners	are	responsible	for	notifying	the	FAA	of	any tower	lighting	outages	or	malfunctions	and	for	timely	repairing	lighting	outages	or	malfunctions.	Tower	owners	also	must	notify	the	FCC	when	ownership	of	a	tower changes.	We	generally	indemnify	our	customers	against	non-compliance	with	applicable	standards.	Non-compliance	with	applicable	tower-related	requirements	may lead	to	monetary	penalties.

The	FCC	considers	the	construction	of	a	new	tower	or	the	addition	of	a	new	antenna	to	an	existing	site	(including	building	rooftops	and	water	towers)	to	be	a federal	undertaking	subject	to	prior	environmental	review	and	approval	under	the	National	Environmental	Policy	Act	of	1969	("NEPA"),	which	obligates	federal agencies

to	evaluate	the	environmental	impacts	of	undertakings	to	determine	whether	they	may	significantly	affect	the	environment.	The	FCC	has	issued	regulations implementing	NEPA	as	well	as	the	National	Historic	Preservation	Act	and	the	Endangered	Species	Act.	These	regulations	obligate	each	FCC	applicant	or	licensee	to investigate	potential	environmental	and	other	effects	of	operations	and	to	disclose	any	significant	impacts	in	an	environmental	assessment	prior	to	constructing	a	tower or	adding	a	new	antenna	to	a	site.	If	a	tower	or	new	antenna	may	have	a	significant	impact	on	the	environment,	FCC	approval	of	the	tower	or	antenna	could	be significantly	delayed.

The	Telecommunications	Act	of	1996	amended	the	Communications	Act	of	1934	by	limiting	state	and	local	zoning	authorities'	jurisdiction	over	the	construction, modification	and	placement	of	wireless	communications	towers.	The	law	preserves	local	zoning	authority	but	prohibits	any	action	that	would	discriminate	between different	providers	of	wireless	services	or	ban	altogether	the	construction,	modification	or	placement	of	communications	towers.	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.	The	Telecommunications	Act	of 1996	also	requires	the	federal	government	to	help	licensees	of	wireless	communications	services	gain	access	to	preferred	sites	for	their	facilities.	This	may	require	that federal	agencies	and	departments	work	directly	with	licensees	to	make	federal	property	available	for	towers.

We	are	subject	to	local	and	county	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	developers.	These	regulations	vary greatly,	but	typically	require	tower	owners	and/or	licensees	to	obtain	approval	from	local	officials	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	are	opposed	to	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	customer	demand.	In	addition, zoning	regulations	can	increase	costs	associated	with	new	tower	construction	and	the	addition	of	new	antennas	to	a	site.	Existing	regulatory	policies	may	adversely affect	the	associated	timing	or	cost	of	such	projects	and	additional	regulations	may	be	adopted	which	increase	delays	or	result	in	additional	costs	to	us.	These	factors could	adversely	affect	our	construction	activities	and	operations.

Our	tower	operations	in	Mexico,	Brazil	and	India	are	also	subject	to	regulation.	As	we	expand	our	operations	into	additional	international	markets,	we	will	be subject	to	regulations	in	additional	foreign	jurisdictions.	In	addition,	our	customers,	both	domestic	and	foreign,	also	may	be	subject	to	new	regulatory	policies	from	time to	time	that	may	adversely	affect	the	demand	for	communications	sites.

Environmental	Matters.	Our	operations,	like	those	of	other	companies	engaged	in	similar	businesses,	are	subject	to	various	federal,	state	and	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,	and	the	siting	of	our	towers.	As	an	owner,	lessee	and/or	operator	of	real	property	and facilities,	we	may	have	liability	under	those	laws	for	the	costs	of	investigation,	removal	or	remediation	of	soil	and	groundwater	contaminated	by	hazardous	substances	or wastes.	Certain	of	these	laws	impose	cleanup	responsibility	and	liability	without	regard	to	whether	we,	as	the	owner,	lessee	or	operator,	knew	of	or	were	responsible	for the	contamination,	and	whether	or	not	we	have	discontinued	operations	or	sold	the	property.	We	may	also	be	subject	to	common	law	claims	by	third	parties	based	on damages	and	costs	resulting	from	off-site	migration	of	contamination.

We,	and	our	customers,	also	may	be	required	to	obtain	permits,	comply	with	regulatory	requirements,	and	make	certain	informational	filings	related	to	hazardous substances	used	at	our	sites.	Violations	of	these	types	of	regulations	could	subject	us	to	fines	and/or	criminal	sanctions.

In	November	2005,	we	entered	into	a	Facilities	Audit	Agreement	with	the	United	States	Environmental	Protection	Agency	("EPA")	pursuant	to	the	EPA's voluntary	audit	and	disclosure	policy.	Pursuant	to	the	Facilities	Audit	Agreement,	we	audited	the	tower	sites	in	our	portfolio	as	of	July	2005	(i.e.,	legacy	American

Tower	sites,	but	not	SpectraSite	sites)	for	compliance	with	the	notice	and	record-keeping	requirements	under	the	Emergency	Protection	and	Community	Right	to	Know Act	("EPCRA"),	the	Clean	Air	Act,	the	Clean	Water	Act	and	the	Resource	Conservation	and	Recovery	Act.	The	Facilities	Audit	Agreement	provided	for	stipulated penalties	for	violations	under	EPCRA.	In	November	2008,	we	paid	a	penalty	of	approximately	$35,000	under	the	Facilities	Audit	Agreement,	which	satisfied	our obligations	under	the	agreement.

Health	and	Safety.	We	are	subject	to	the	Occupational	Safety	and	Health	Act	and	similar	guidelines	regarding	employee	protection	from	radio	frequency exposure.	Our	field	personnel	are	subject	to	regulation	by	the	Occupational	Safety	and	Health	Administration	("OSHA")	and	equivalent	state	agencies	concerning	health and	safety	matters.

# Competition	and	Customer	Demand

Our	rental	and	management	segment	competes	with	other	international,	national	and	regional	tower	companies,	such	as	Crown	Castle	International	Corp.	and SBA	Communications	Corporation,	as	well	as	wireless	carriers	and	broadcasters	that	own	and	operate	their	own	communications	site	networks	and	lease	space	to	third parties,	numerous	independent	tower	owners	and	the	owners	of	non-communications	tower	sites,	including	rooftops,	utility	towers,	water	towers	and	other	alternative structures.	We	believe	that	site	location	and	capacity,	price	and	quality	of	service	have	been	and	will	continue	to	be	the	most	significant	competitive	factors	affecting owners,	operators	and	managers	of	communications	sites.

Customer	demand	is	also	affected	by	the	emergence	and	growth	of	new	technologies.	Technologies	that	make	it	possible	for	wireless	carriers	to	increase	the capacity	and	efficiency	of	their	existing	networks	could	reduce	customer	demand	for	our	communications	sites.	The	increased	use	of	spectrally	efficient	air-link technologies,	such	as	lower-rate	vocoders,	which	potentially	can	relieve	some	network	capacity	problems,	could	reduce	the	demand	for	tower-based	antenna	space. Additionally,	certain	complementary	network	technologies,	such	as	femtocells,	could	offload	a	portion	of	network	traffic	away	from	the	traditional	tower-based networks,	which	could	reduce	the	need	for	carriers	to	add	more	equipment	at	certain	communications	sites.

In	addition,	any	increase	in	the	use	of	network	sharing	or	roaming	or	resale	arrangements	by	wireless	service	providers	also	could	adversely	affect	customer demand	for	tower	space.	These	arrangements,	which	are	essentially	extensions	of	traditional	roaming	agreements,	enable	a	provider	to	serve	customers	outside	its	license area,	to	give	licensed	providers	the	right	to	enter	into	arrangements	to	serve	overlapping	license	areas,	and	to	permit	non-licensed	providers	to	enter	the	wireless marketplace.	Consolidation	among	wireless	carriers	could	have	a	similar	impact	on	customer	demand	for	our	tower	sites	because	the	existing	networks	of	several wireless	carriers	overlap.	In	addition,	if	wireless	carriers	share	their	sites	or	swap	their	sites	with	other	carriers	to	a	significant	degree,	it	could	reduce	demand	for	our tower	sites.

Our	network	development	services	segment	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	consulting	firms,	structural	engineering	firms,	tower owners/managers,	telecommunications	equipment	vendors	who	can	provide	turnkey	site	development	services	through	multiple	subcontractors,	and	our	customers' internal	staffs.	We	believe	that	our	customers	base	their	decisions	on	network	development	services	on	various	criteria,	including	a	company's	experience,	local reputation,	price,	and	time	for	completion	of	a	project.

We	believe	that	we	compete	favorably	as	to	the	key	competitive	factors	relating	to	our	rental	and	management	and	network	development	services	segments.

# Employees

As	of	December	31,	2008,	we	employed	1,198	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	Section	13(a)	or	15(d)	of	the	Securities Exchange	Act	of	1934,	as	amended	("Exchange	Act"),	through	the	Investors	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	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,	our	corporate	governance guidelines,	and	the	charters	of	the	audit,	compensation,	and	nominating	and	corporate	governance	committees	of	our	Board	of	Directors,	are	available	at	the	Investors portion	of	our	website.	In	the	event	we	amend,	or	provide	any	waivers	from,	the	provisions	of	our	code	of	conduct,	we	intend	to	disclose	these	events	on	our	website	as required	by	the	regulations	of	the	New	York	Stock	Exchange	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.				RISKFACTORS

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

Many	of	the	factors	affecting	the	demand	for	our	communications	sites,	and	to	a	lesser	extent	our	network	development	services,	could	adversely	affect	our operating	results.	Those	factors	include:

•a	decrease	in	consumer	demand	for	wireless	services	due	to	general	economic	conditions	or	other	factors;

•the	financial	condition	of	wireless	service	providers;

•the	ability	and	willingness	of	wireless	service	providers	to	maintain	or	increase	capital	expenditures;

•the	growth	rate	of	wireless	communications	or	of	a	particular	wireless	segment;

•governmental	licensing	of	spectrum;

•	 mergers	or	consolidations	among	wireless	service	providers;

•increased	use	of	network	sharing,	roaming	or	resale	arrangements	by	wireless	service	providers;

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

•zoning,	environmental,	health	or	other	government	regulations;	and

•technological	changes.

The	demand	for	broadcast	tower	space	is	dependent	on	the	needs	of	television	and	radio	broadcasters.	Among	other	things,	technological	advances,	including	the development	of	satellite-delivered	radio	and	video	services,	may	reduce	the	need	for	tower-based	broadcast	transmission.	In	addition,	our	broadcast	tower	division

could	be	adversely	affected	as	a	result	of	the	shift	from	analog-based	transmissions	to	digital-based	transmissions,	which	is	scheduled	to	commence	in	2009.

In	addition,	the	downturn	in	the	economy	and	the	disruptions	in	the	financial	and	credit	markets	could	have	an	impact	on	consumer	demand	for	wireless services.	If	wireless	service	subscribers	significantly	reduce	their	minutes	of	use,	or	fail	to	widely	adopt	and	use	wireless	data	applications,	our	wireless	carrier customers	would	experience	a	decrease	in	demand	for	their	services.	As	a	result,	they	may	scale	back	their	business	plans	or	otherwise	reduce	their	spending,	which could	adversely	affect	demand	for	our	tower	sites	and	our	network	development	services	business,	which	could	have	a	material	adverse	effect	on	our	business,	results	of operations	and	financial	condition.

# If	our	wireless	service	provider	customers	consolidate	or	merge	with	each	other	to	a	significant	degree,	our	growth,	revenue	and	ability	to	generate	positive	cash flows	could	be	adversely	affected.

Significant	consolidation	among	our	wireless	service	provider	customers	may	result	in	the	decommissioning	of	certain	existing	communications	sites,	because certain	portions	of	their	networks	may	be	redundant,	and	a	reduction	in	future	capital	expenditures	in	the	aggregate,	because	their	expansion	plans	may	be	similar.	For example,	in	connection	with	the	recent	combinations	of	Verizon	Wireless	and	ALLTEL	(to	form	Verizon	Wireless),	Cingular	and	AT&T	Wireless	(to	form	AT&T Mobility)	and	Sprint	PCS	and	Nextel	(to	form	Sprint	Nextel)	in	the	United	States,	and	of	Iusacell	Celular	and	Unefon	(now	under	the	common	ownership	of	Grupo Iusacell)	in	Mexico,	the	combined	companies	have	or	are	considering	rationalizing	their	duplicative	networks,	which	has	led	and	may	continue	to	lead	to	the decommissioning	of	certain	communications	sites.	In	addition,	these	and	other	customers	could	determine	not	to	renew	leases	with	us	as	a	result.	Our	future	results	may be	negatively	impacted	if	a	significant	number	of	these	contracts	are	terminated,	and	our	ongoing	contractual	revenues	would	be	reduced	as	a	result.	Similar consequences	might	occur	if	wireless	service	providers	engage	in	extensive	sharing,	roaming	or	resale	arrangements	as	an	alternative	to	leasing	space	on	our communications	sites.

# Substantial	leverage	and	debt	service	obligations	may	adversely	affect	us.

We	have	a	substantial	amount	of	indebtedness.	As	of	December	31,	2008,	we	had	approximately	$4.3	billion	of	consolidated	debt,	and	the	ability	to	borrow additional	amounts	of	approximately	$495.1	million	under	the	Revolving	Credit	Facility.	Our	substantial	level	of	indebtedness	increases	the	possibility	that	we	may	be unable	to	generate	cash	sufficient	to	pay	when	due	the	principal	of,	interest	on,	or	other	amounts	due	with	respect	to	our	indebtedness.	In	addition,	we	may	draw	down the	Revolving	Credit	Facility,	which	has	the	effect	of	increasing	our	indebtedness.	We	are	also	permitted,	subject	to	certain	restrictions	under	our	existing	indebtedness, to	obtain	additional	long-term	debt	and	working	capital	lines	of	credit	to	meet	future	financing	needs.	This	would	have	the	effect	of	increasing	our	total	leverage.

Our	substantial	leverage	could	have	significant	negative	consequences	on	our	financial	condition	and	results	of	operations,	including:

•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,	which	could	result	in	an	acceleration	of	some	or	all	of	our	outstanding	debt	and	the	loss	of	towers	subject	to	our	securitization	transaction	in	the event	that	an	uncured	default	occurs;

•increasing	our	vulnerability	to	general	adverse	economic	and	industry	conditions;

•limiting	our	ability	to	obtain	additional	debt	or	equity	financing;

•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;

•requiring	us	to	sell	debt	or	equity	securities	or	to	sell	some	of	our	core	assets,	possibly	on	unfavorable	terms,	to	meet	payment	obligations;

•limiting	our	flexibility	in	planning	for,	or	reacting	to,	changes	in	our	business	and	the	industries	in	which	we	compete;

•limiting	our	ability	to	repurchase	our	Common	Stock;	and

•placing	us	at	a	possible	competitive	disadvantage	with	less	leveraged	competitors	and	competitors	that	may	have	better	access	to	capital	resources.

# Restrictive	covenants	in	the	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan,	the	indentures	governing	our	debt	securities,	and	the	loan	agreement related	to	our	securitization	transaction	could	adversely	affect	our	business	by	limiting	flexibility.

The	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan	and	the	indentures	governing	the	terms	of	our	debt	securities	contain	restrictive	covenants, as	well	as	requirements	to	comply	with	certain	leverage	and	other	financial	maintenance	tests.	These	covenants	and	requirements	limit	our	ability	to	take	various	actions, including	incurring	additional	debt,	guaranteeing	indebtedness	and	engaging	in	various	types	of	transactions,	including	mergers,	acquisitions	and	sales	of	assets.	These covenants	could	place	us	at	a	disadvantage	compared	to	some	of	our	competitors,	who	may	have	fewer	restrictive	covenants	and	may	not	be	required	to	operate	under these	restrictions.	Further,	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.

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

In	addition,	reporting	and	information	covenants	in	our	loan	agreements	and	indentures	require	that	we	provide	financial	and	operating	information	within	certain time	periods.	If	we	are	unable	to	timely	provide	the	required	information,	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	6	to	our	consolidated	financial	statements	included	in	this	Annual Report.

# We	could	suffer	adverse	tax	and	other	financial	consequences	if	taxing	authorities	do	not	agree	with	our	tax	positions,	or	we	are	unable	to	utilize	our	net	operating losses.

We	are	periodically	subject	to	a	number	of	tax	examinations	by	taxing	authorities	in	the	states	and	countries	where	we	do	business.	We	also	have	significant deferred	tax	assets	related	to	our	net	operating	losses	("NOLs")	in	U.S.	federal	and	state	taxing	jurisdictions.	For	U.S.	federal	and	state	tax	purposes,	NOLs	can	be carried	forward	and	used	for	up	to	twenty	years,	and	all	of	our	tax	years	will	remain	subject	to	examination	until	three	years	after	our	NOLs	are	used	or	expire.	We expect	that	we	will	continue	to	be	subject	to	tax	examinations	in	the	future.	We	apply	the	principles	contained	in	FASB	Interpretation	No.	48,	"Accounting	for Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS	No.	109"	("FIN	48"),	and	we	recognize	tax	benefits	of	uncertain	tax	positions	when	we	believe	the	positions	are more	likely	than	not	of	being	sustained	upon	a	challenge	by	the	relevant	tax	authority.	We	believe	our	judgments	in	this	area	are	reasonable	and	correct,	but	there	is	no guarantee	that	we	will

be	successful	if	challenged	by	a	tax	authority.	If	there	are	tax	benefits,	including	from	our	use	of	NOLs	or	other	tax	attributes,	that	we	have	recognized	under	FIN	48	that are	challenged	successfully	by	a	taxing	authority,	we	may	be	required	to	pay	additional	taxes	or	we	may	seek	to	enter	into	settlements	with	the	taxing	authorities,	which could	require	significant	payments	or	otherwise	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

In	addition,	we	may	be	limited	in	our	ability	to	utilize	our	NOLs	to	offset	future	taxable	income	and	thereby	reduce	our	otherwise	payable	income	taxes.	We	have substantial	federal	and	state	NOLs,	including	significant	portions	obtained	through	acquisitions	and	dispositions,	as	well	as	those	generated	through	our	historic	business operations.	In	addition,	we	have	disposed	of	some	entities	and	restructured	other	entities	in	conjunction	with	financing	transactions	and	other	business	activities.	We apply	the	principles	contained	in	FIN	48	to	our	NOLs	and,	to	the	extent	we	believe	that	a	position	with	respect	to	an	NOL	is	not	more	likely	than	not	to	be	sustained,	we do	not	record	the	related	deferred	tax	asset.	In	addition,	for	NOLs	that	meet	the	recognition	threshold	of	FIN	48,	we	assess	the	recoverability	of	the	NOL	and	establish	a valuation	allowance	against	the	deferred	tax	asset	related	to	the	NOL	if	recoverability	is	questionable.	Given	the	uncertainty	surrounding	the	recoverability	of	certain	of our	NOLs,	we	have	established	a	valuation	allowance	to	offset	the	related	deferred	tax	asset	so	as	to	reflect	what	we	believe	to	be	the	recoverable	portion	of	our	NOLs.

Our	ability	to	utilize	our	NOLs	is	also	dependent,	in	part,	upon	us	having	sufficient	future	earnings	to	utilize	our	NOLs	before	they	expire.	If	market	conditions change	materially	and	we	determine	that	we	will	be	unable	to	generate	sufficient	taxable	income	in	the	future	to	utilize	our	NOLs,	we	could	be	required	to	record	an additional	valuation	allowance.	We	review	our	FIN	48	position	and	the	valuation	allowance	for	our	NOLs	periodically	and	make	adjustments	from	time	to	time,	which can	result	in	an	increase	or	decrease	to	the	net	deferred	tax	asset	related	to	our	NOLs.	Our	NOLs	are	also	subject	to	review	and	potential	disallowance	upon	audit	by	the taxing	authorities	of	the	jurisdictions	where	the	NOLs	were	incurred,	and	future	changes	in	tax	laws	or	interpretations	of	such	tax	laws	could	limit	materially	our	ability to	utilize	our	NOLs.	If	we	are	unable	to	use	our	NOLs	or	use	of	our	NOLs	is	limited,	we	may	have	to	make	significant	payments	or	otherwise	record	charges	or	reduce our	deferred	tax	assets,	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

# Due	to	the	long-term	expectations	of	revenue	from	tenant	leases,	the	tower	industry	is	sensitive	to	the	creditworthiness	and	financial	strength	of	its	tenants.

Due	to	the	long-term	nature	of	our	tenant	leases,	we,	like	others	in	the	tower	industry,	are	dependent	on	the	continued	financial	strength	of	our	tenants.	Many wireless	service	providers	operate	with	substantial	leverage.	In	the	past,	we	have	had	customers	that	have	filed	for	bankruptcy,	although	to	date	these	bankruptcies	have not	had	a	material	adverse	effect	on	our	business	or	revenues.	In	addition,	many	of	our	customers	and	potential	customers	rely	on	capital	raising	activities	to	fund	their operations	and	capital	expenditures,	and	the	downturn	in	the	economy	and	the	disruptions	in	the	financial	and	credit	markets	have	made	it	more	difficult	and	more expensive	to	raise	capital.	If	our	customers	or	potential	customers	are	unable	to	raise	adequate	capital	to	fund	their	business	plans,	they	may	reduce	their	spending,	which could	adversely	affect	demand	for	our	tower	sites	and	our	network	development	services	business.	If,	as	a	result	of	a	prolonged	economic	downtown	or	otherwise,	one	or more	of	our	significant	customers	experienced	financial	difficulties	or	filed	for	bankruptcy,	it	could	result	in	uncollectible	accounts	receivable	and	an	impairment	on	our deferred	rent	asset.	In	addition,	it	could	result	in	the	loss	of	significant	customers	and	anticipated	lease	revenues,	all	of	which	could	have	a	material	adverse	effect	on	our business,	results	of	operations	and	financial	condition.

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

Our	business	operations	in	Mexico,	Brazil	and	India,	and	our	expansion	into	any	other	international	markets	in	the	future,	could	result	in	adverse	financial consequences	and	operational	problems	not	experienced	in	the

United	States.	For	the	year	ended	December	31,	2008,	approximately	14%	of	our	consolidated	revenues	were	generated	by	our	international	operations.	We	anticipate that	our	revenues	from	our	international	operations	may	grow	in	the	future.	Accordingly,	our	business	is	subject	to	risks	associated	with	doing	business	internationally, including:

•changes	in	a	specific	country's	or	region's	political	or	economic	conditions;

•laws	and	regulations	that	tax	or	otherwise	restrict	repatriation	of	earnings	or	other	funds	or	otherwise	limit	distributions	of	capital;

•changes	to	existing	or	new	tax	laws	directed	specifically	at	the	ownership	and	operation	of	tower	sites;

•expropriation	and	governmental	regulation	restricting	foreign	ownership;

•uncertainties	regarding	legal	or	judicial	systems,	including	inconsistencies	between	and	within	laws,	regulations	and	decrees,	and	judicial	application thereof;

•difficulty	in	recruiting	and	retaining	trained	personnel;	and

•language	and	cultural	differences.

In	addition,	we	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.	While	most	of	the	contracts	for	our	operations	in	Mexico	are	denominated	in	the	U.S.	Dollar,	many	are	denominated	in	the Mexican	Peso,	and	contracts	for	our	operations	in	Brazil	and	India	are	denominated	in	the	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	have	a	negative	impact	on	our revenues	and	operating	profits,	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

# A	substantial	portion	of	our	revenue	is	derived	from	a	small	number	of	customers.

A	substantial	portion	of	our	total	operating	revenues	is	derived	from	a	small	number	of	customers.	For	the	year	ended	December	31,	2008:

•Six	customers	accounted	for	approximately	68%	of	our	revenues;

•	 AT&T	Mobility	accounted	for	approximately	20%	of	our	revenues;

•Sprint	Nextel	accounted	for	approximately	19%	of	our	revenues;	and

•	 Verizon	Wireless	and	ALLTEL,	which	completed	their	merger	in	January	2009,	accounted	for	approximately	11%	and	5%,	respectively,	of	our	revenues.

Our	largest	international	customer	is	Grupo	Iusacell,	which	now	controls	both	Iusacell	Celular	and	Unefon	in	Mexico.	Grupo	Iusacell	is	under	common	control with	TV	Azteca.	Grupo	Iusacell	accounted	for	approximately	5%	of	our	total	revenues	for	the	year	ended	December	31,	2008.	In	addition,	for	the	year	ended December	31,	2008,	we	received	$14.3	million	in	net	interest	income	from	TV	Azteca.

If	any	of	these	customers	is	unwilling	or	unable	to	perform	its	obligations	under	our	agreements	with	them,	our	revenues,	results	of	operations,	financial	condition and	liquidity	could	be	adversely	affected.	In	the	ordinary	course	of	our	business,	we	do	occasionally	experience	disputes	with	our	customers,	generally	regarding	the interpretation	of	terms	in	our	agreements.	Although	we	have	historically	resolved	these	disputes	in	a	manner	that	did	not	have	a	material	adverse	effect	on	us	or	our customer	relationships,	it	is	possible	that	such	disputes	could	lead	to	a	termination	of	our	agreements	with	customers	or	a	material	modification	of	the	terms	of	those agreements,	either	of	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.	If	we	are	forced	to	resolve	any	of	these disputes	through	litigation,	our	relationship	with	the

applicable	customer	could	be	terminated	or	damaged,	which	could	lead	to	decreased	revenues	or	increased	costs,	resulting	in	a	corresponding	adverse	effect	on	our business,	results	of	operations	and	financial	condition.

# We	anticipate	that	we	may	need	additional	financing	to	fund	our	stock	repurchase	programs,	to	refinance	our	existing	indebtedness	and	to	fund	future	growth	and expansion	initiatives.

In	order	to	fund	our	stock	repurchase	programs,	refinance	our	existing	indebtedness	and	fund	future	growth	and	expansion	initiatives,	we	may	need	to	raise additional	capital	through	financing	activities.	We	believe	our	cash	provided	by	operations	for	the	year	ending	December	31,	2009	will	be	sufficient	to	fund	our	cash needs	for	operations,	capital	expenditures	and	cash	debt	service	(interest	and	principal	repayments)	obligations	for	2009.	However,	we	anticipate	that	we	may	need	to obtain	additional	sources	of	capital	in	the	future	to	fund	growth	initiatives	and	to	support	additional	return	of	capital	to	stockholders.	If	so,	depending	on	market conditions,	we	may	seek	to	raise	capital	through	credit	facilities	or	debt	or	equity	offerings.	The	downturn	in	the	economy	and	the	disruptions	in	the	financial	and	credit markets	have	made	it	more	difficult	and	more	expensive	to	raise	capital.	Such	additional	financing	may	be	unavailable,	may	be	prohibitively	expensive,	or	may	be 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	our	stock	repurchase programs,	refinance	our	existing	indebtedness	or	fund	future	growth	and	expansion	initiatives.

# New	technologies	could	make	our	tower	leasing	business	less	desirable	to	potential	tenants	and	result	in	decreasing	revenues.

The	development	and	implementation	of	new	technologies	designed	to	enhance	the	efficiency	of	wireless	networks	could	reduce	the	use	and	need	for	tower-based wireless	services	transmission	and	reception	and	have	the	effect	of	decreasing	demand	for	tower	space.	Examples	of	such	technologies	include	technologies	that	enhance spectral	capacity,	such	as	lower-rate	vocoders,	which	can	increase	the	capacity	at	existing	sites	and	reduce	the	number	of	additional	sites	a	given	carrier	needs	to	serve any	given	subscriber	base.	Additionally,	certain	complementary	network	technologies,	such	as	femtocells,	could	offload	a	portion	of	network	traffic	away	from	the traditional	tower-based	networks,	which	would	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.	For	example,	the	growth	in	delivery	of	radio	and	video services	by	direct	broadcast	satellites	could	adversely	affect	demand	for	our	antenna	space.	The	development	and	implementation	of	any	of	these	and	similar technologies	to	any	significant	degree	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

# We	could	have	liability	under	environmental	laws.

Our	operations,	like	those	of	other	companies	engaged	in	similar	businesses,	are	subject	to	the	requirements	of	various	federal,	state	and	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	many	thousands	of	real	estate	sites	underlying	our towers,	we	may	be	liable	for	substantial	costs	of	remediating	soil	and	groundwater	contaminated	by	hazardous	materials,	without	regard	to	whether	we,	as	the	owner, lessee	or	operator,	knew	of	or	were	responsible	for	the	contamination.	Many	of	these	laws	and	regulations	contain	information	reporting	and	record	keeping requirements.	We	cannot	assure	you	that	we	are	at	all	times	in	complete	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	current	cost	of	complying	with	these	laws	is	not	material	to	our	financial	condition	or	results	of operations.	However,	the	requirements	of	these	laws	and	regulations	are	complex,	change	frequently,	and	could	become	more	stringent	in	the	future.	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	and financial	condition.

# Our	business	is	subject	to	government	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	customers,	is	subject	to	federal,	state,	local	and	foreign	regulation,	including	by	the	FAA,	the	FCC,	the	EPA	and	OSHA.	Both	the FCC	and	the	FAA	regulate	towers	used	for	wireless	communications	and	radio	and	television	broadcasting	and	the	FCC	separately	regulates	transmitting	devices operating	on	towers.	Similar	regulations	exist	in	Mexico,	Brazil,	India	and	other	foreign	countries	regarding	wireless	communications	and	the	operation	of communications	towers.	Local	zoning	authorities	and	community	organizations	are	often	opposed	to	construction	in	their	communities	and	these	regulations	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 customer	demands	and	requirements.	Existing	regulatory	policies	may	adversely	affect	the	associated	timing	or	cost	of	such	projects	and	additional	regulations	may	be adopted	which	increase	delays	or	result	in	additional	costs	to	us,	or	that	prevent	such	projects	in	certain	locations.	These	factors	could	adversely	affect	our	business, results	of	operations	and	financial	condition.

# Increasing	competition	in	the	tower	industry	may	create	pricing	pressures	that	may	adversely	affect	us.

Our	industry	is	highly	competitive,	and	our	customers	have	numerous	alternatives	for	leasing	antenna	space.	Some	of	our	competitors,	such	as	national	wireless carriers	that	allow	collocation	on	their	towers,	are	larger	and	have	greater	financial	resources	than	we	do,	while	other	competitors	are	in	a	weaker	financial	condition	or may	have	lower	return	on	investment	criteria	than	we	do.

Our	competition	includes:

•national	and	regional	tower	companies;

•	 wireless	carriers	that	own	towers	and	lease	antenna	space	to	other	carriers;

•site	development	companies	that	purchase	antenna	space	on	existing	towers	for	wireless	carriers	and	manage	new	tower	construction;	and

•alternative	site	structures	(e.g.,	building	rooftops,	outdoor	and	indoor	DAS	networks,	billboards	and	electric	transmission	towers).

Competitive	pricing	pressures	for	tenants	on	towers	from	these	competitors	could	adversely	affect	our	lease	rates	and	services	income.	In	addition,	we	may	not	be able	to	renew	existing	customer	leases	or	enter	into	new	customer	leases,	resulting	in	a	material	adverse	impact	on	our	results	of	operations	and	growth	rate.	Increasing competition	could	also	make	the	acquisition	of	high	quality	tower	assets	more	costly.

# 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	a	tower	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	a	tower, which	can	affect	our	ability	to	access	and	operate	a	tower	site.	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.	Approximately	82%	of	the	communications	sites	in	our	portfolio	as	of	December	31,	2008	are	located	on	land	we	do not	own.	Approximately	86%	of	the	ground	agreements	for	these	sites	have	a	final	expiration	date	of	2018	and	beyond.	Our	inability	to	protect	our	rights	to	the	land under	our	towers	may	have	a	material	adverse	effect	on	us.

# 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	would	be	eliminated.

Our	communications	site	portfolio	includes	towers	that	we	operate	pursuant	to	lease	and	sublease	agreements	that	include	a	purchase	option	at	the	end	of	each lease	period.	If	we	are	unable	or	choose	not	to	exercise	our	rights	to	purchase	towers	under	these	agreements	at	the	end	of	the	applicable	period,	our	cash	flows	derived from	such	towers	would	be	eliminated.	For	example,	our	SpectraSite	subsidiary	has	entered	into	lease	or	sublease	agreements	with	affiliates	of	SBC	Communications,	a predecessor	entity	to	AT&T	Mobility,	with	respect	to	approximately	2,500	towers	pursuant	to	which	SpectraSite	has	the	option	to	purchase	the	sites	upon	the	expiration of	the	lease	or	sublease	beginning	in	2013.	The	aggregate	purchase	option	price	for	the	AT&T	Mobility	towers	was	approximately	$375.4	million	as	of	December	31, 2008,	and	will	accrete	at	a	rate	of	10%	per	year	to	the	applicable	expiration	of	the	lease	or	sublease	of	a	site.	In	addition,	we	have	entered	into	a	similar	agreement	with ALLTEL,	which	completed	its	merger	with	Verizon	Wireless	in	January	2009,	with	respect	to	approximately	1,800	towers,	for	which	we	have	an	option	to	purchase	the sites	upon	the	expiration	of	the	lease	or	sublease	beginning	in	2016.	The	aggregate	purchase	option	price	for	the	ALLTEL	towers	was	approximately	$60.5	million	as	of December	31,	2008,	and	will	accrete	at	a	rate	of	3%	per	year	through	the	expiration	of	the	lease	or	sublease	period.	At	ALLTEL's	option,	at	the	expiration	of	the sublease	period,	the	purchase	price	will	be	payable	in	cash	or	with	769	shares	of	our	Common	Stock	per	tower.	We	may	not	have	the	required	available	capital	to exercise	our	right	to	purchase	these	or	other	leased	or	subleased	towers	at	the	end	of	the	applicable	period.	Even	if	we	do	have	available	capital,	we	may	choose	not	to exercise	our	right	to	purchase	such	towers	for	business	or	other	reasons.	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,	which	may	have	a material	adverse	effect	on	our	business.	In	the	event	that	we	decide	to	exercise	these	purchase	rights,	the	benefits	of	the	acquisitions	of	such	towers	may	not	exceed	the associated	acquisition,	compliance	and	integration	costs,	and	our	financial	results	could	be	adversely	affected.

# Our	towers	may	be	affected	by	natural	disasters	and	other	unforeseen	damage	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	damage.	Any	damage	or	destruction	to	our	towers	as	a	result	of	these	or	other	risks	would	impact	our	ability	to	provide	services	to	our	customers	and	could impact	our	results	of	operation	and	financial	condition.	For	example,	as	a	result	of	the	severe	hurricane	activity	in	2005,	approximately	25	of	our	broadcast	and	wireless communications	sites	in	the	southeastern	United	States	and	Mexico	suffered	material	damage	and	many	more	suffered	lesser	damage.	While	we	maintain	insurance	that provided	sufficient	coverage	for	this	incident,	we	may	not	have	adequate	insurance	to	cover	the	associated	costs	of	repair	or	reconstruction	for	a	future	major	event. Further,	we	carry	business	interruption	insurance,	but	such	insurance	may	not	adequately	cover	all	of	our	lost	revenues,	including	potential	revenues	from	new	tenants that	could	have	been	added	to	our	towers	but	for	the	damage.	If	we	are	unable	to	provide	services	to	our	customers	as	a	result	of	damage	to	our	towers,	it	could	lead	to customer	loss,	resulting	in	a	corresponding	adverse	effect	on	our	business,	results	of	operations	and	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	media	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	slow	the	market	acceptance	of wireless	communications	services	and	increase	opposition	to	the	development	and	expansion	of	tower	sites.	The	potential	connection	between	radio	frequency	emissions and	certain	negative	health	effects	has	been	the	subject	of	substantial	study	by	the	scientific	community	in	recent	years,	and	numerous	health-related	lawsuits	have	been 17

filed	against	wireless	carriers	and	wireless	device	manufacturers.	If	a	scientific	study	or	court	decision	resulted	in	a	finding	that	radio	frequency	emissions	posed	health risks	to	consumers,	it	could	negatively	impact	the	market	for	wireless	services,	as	well	as	our	wireless	carrier	customers,	which	would	adversely	affect	our	operations, costs	and	revenues.	We	do	not	maintain	any	significant	insurance	with	respect	to	these	matters.

# Our	historical	stock	option	granting	practices	are	subject	to	ongoing	governmental	proceedings,	which	could	result	in	fines,	penalties	or	other	liability.

In	May	2006,	we	announced	that	our	Board	of	Directors	had	established	a	special	committee	of	independent	directors	to	conduct	a	review	of	our	stock	option granting	practices	and	related	accounting.	Subsequent	to	the	formation	of	the	special	committee,	we	received	an	informal	letter	of	inquiry	from	the	SEC,	a	subpoena from	the	office	of	the	United	States	Attorney	for	the	Eastern	District	of	New	York	and	an	information	document	request	from	the	Internal	Revenue	Service,	each requesting	documents	and	information	related	to	our	stock	option	grants	and	practices.	We	also	received	a	request	for	information	from	the	Department	of	Labor,	which concluded	its	review	in	September	2008,	with	no	action	taken	against	us.	We	are	cooperating	with	these	governmental	authorities	to	provide	the	requested	documents and	information.	These	governmental	proceedings	are	ongoing,	and	the	time	period	necessary	to	resolve	these	proceedings	is	uncertain	and	could	require	significant additional	management	and	financial	resources.	Significant	legal	and	accounting	expenses	related	to	these	matters	have	been	incurred	to	date,	and	we	may	continue	to incur	expenses	in	the	future.	Depending	on	the	outcomes	of	these	proceedings,	we	and	members	of	our	senior	management	could	be	subject	to	regulatory	fines, penalties,	enforcement	actions	or	other	liability,	which	could	have	a	material	adverse	impact	on	our	business,	results	of	operations	and	financial	condition.	In	addition,	as a	result	of	the	special	committee's	findings,	we	restated	our	historical	financial	statements	for	certain	periods	prior	to	March	31,	2006	to,	among	other	things,	record changes	for	stock-based	compensation	expense	(and	related	tax	effects)	relating	to	certain	past	stock	option	grants.

# Pending	civil	litigation	relating	to	our	historical	stock	option	granting	practices	exposes	us	to	risks	and	uncertainties.

We	and	certain	current	and	former	directors	and	officers	are	defendants	in	a	state	consolidated	shareholder	derivative	action	relating	to	our	historical	stock	option granting	practices	and	related	accounting.	This	action	was	dismissed	in	October	2007,	and	that	decision	was	appealed	by	the	plaintiffs.	In	June	2008,	the	Massachusetts Supreme	Judicial	Court	elected,	on	its	own	motion,	to	hear	the	appeal,	which	remains	pending.	If	the	appeal	is	successful,	then	the	litigation	could	continue.	In	this circumstance,	the	outcome	could	not	be	predicted	by	us	with	certainty	and	is	dependent	upon	many	factors	beyond	our	control.	If	this	action	is	successful,	however,	it could	have	a	material	adverse	impact	on	our	business,	results	of	operations	and	financial	condition.	This	matter	and	any	other	related	lawsuits	that	may	be	filed	could also	result	in	substantial	costs	to	us	and	a	diversion	of	our	management's	attention	and	resources,	which	could	have	a	negative	impact	on	our	financial	condition	and results	of	operations.	For	more	information	regarding	the	litigation	related	to	our	historical	stock	option	granting	practices,	please	see	Item	3	of	this	Annual	Report under	the	caption	"Legal	Proceedings"	and	note	16	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# ITEM	1B.				UNRESOLVED	STAFF	COMMENTS

None.

# ITEM	2.				PROPERTIES

Our	principal	offices	are	located	in	Boston,	Southborough	and	Woburn,	Massachusetts;	Atlanta,	Georgia;	Cary,	North	Carolina;	Mexico	City,	Mexico;	Sao	Paulo,

Brazil;	and	Delhi,	India.	Details	of	each	of	these	offices	are	provided	below:

| Location | Function | Size	(square	feet) | Property	Interest |
| :--- | :--- | :--- | :--- |
| Boston,\tMA | Corporate\tHeadquarters,\tUS\tTower\tDivision\tHeadquarters\tand\tAmerican\tTower | 19,600 | Leased |
|  | International\tHeadquarters |  |  |
| Southborough,\tMA | Information\tTechnology\tData\tCenter | 13,900 | Leased |
| Woburn,\tMA | US\tTower\tDivision,\tLease\tAdministration,\tSite\tLeasing\tManagement\tand | 57,800 | Owned(1) |
|  | Broadcast\tDivision\tHeadquarters |  |  |
| Atlanta,\tGA | US\tTower\tDivision,\tAccounting\tServices,\tNew\tSite\tDevelopment\tand\tSite | 21,400 | Leased |
|  | Operations\tHeadquarters |  |  |
| Cary,\tNorth\tCarolina | US\tTower\tDivision,\tDAS\tSolutions\tand\tStructural\tEngineering\tServices | 17,500 | Leased |
|  | Headquarters |  |  |
| Mexico\tCity,\tMexico | Mexico\tHeadquarters | 11,000 | Leased |
| Sao\tPaulo,\tBrazil | Brazil\tHeadquarters | 6,300 | Leased |
| Delhi,\tIndia | India\tHeadquarters | 7,200 | Leased |

(1) Our	Woburn	facility	is	approximately	163,000	square	feet.	Our	offices	occupy	approximately	57,800	square	feet,	and	we	lease	the	remaining	space	to	unaffiliated tenants.

In	addition	to	the	principal	offices	set	forth	above,	we	maintain	13	regional	area	offices	in	the	United	States	through	which	we	operate	our	tower	leasing	and services	businesses.	We	also	have	an	international	business	development	group	based	in	London,	England.	We	believe	that	our	owned	and	leased	facilities	are	suitable and	adequate	to	meet	our	anticipated	needs.

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.	Pursuant	to	the	loan	agreement	for	our	securitization	transaction,	the	tower	sites	subject	to	the securitization	are	subject	to	mortgages,	deeds	of	trust	and	deeds	to	secure	the	loan.	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.	There	are	three	principal	types	of	towers:	guyed, self-supporting	lattice,	and	monopole.

•	 A	guyed	tower	includes	a	series	of	cables	attaching	separate	levels	of	the	tower	to	anchor	foundations	in	the	ground.	A	guyed	tower	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	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 less	than	2,500	square	feet	for	a	metropolitan	site.

•	 A	monopole	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	less	than 2,500	square	feet.

Of	the	approximately	23,700	communications	sites	in	our	portfolio	as	of	December	31,	2008,	approximately	82%	are	located	on	land	we	do	not	own.	Ground agreements	for	land	underlying	our	towers	generally	have	an

initial	term	of	five	years	with	three	or	four	additional	automatic	renewal	periods	of	five	years,	for	a	total	of	twenty	to	twenty-five	years.	As	a	result,	approximately	86% of	the	ground	agreements	for	our	sites	have	a	final	expiration	date	of	2018	and	beyond.

# ITEM	3.				LEGAL	PROCEEDINGS

On	May	18,	2006,	we	received	a	letter	of	informal	inquiry	from	the	SEC	Division	of	Enforcement	requesting	information	related	to	our	stock	option	grants	and stock	option	practices.	The	inquiry	is	focused	on	stock	options	granted	to	senior	management	and	members	of	our	Board	of	Directors	during	the	period	1997	to	2006. We	continue	to	cooperate	with	the	SEC	to	provide	documents,	testimony	and	other	information,	as	requested.	We	are	aware	that	in	February	2008,	a	former	officer	of the	Company	received	a	"Wells"	notice	from	the	SEC	which	affords	such	individual	the	opportunity	to	make	a	submission	to	the	SEC	with	respect	to	contemplated	civil enforcement	recommendations	against	such	individual	for	certain	violations	of	the	federal	securities	laws.

On	May	19,	2006,	we	received	a	subpoena	from	the	United	States	Attorney's	Office	for	the	Eastern	District	of	New	York	for	records	and	information	relating	to our	stock	option	granting	practices.	The	subpoena	requests	materials	related	to	certain	stock	options	granted	between	1995	and	2006.	We	continue	to	cooperate	with	the U.S.	Attorney's	Office	to	provide	the	requested	information	and	documents.

On	May	26,	2006,	a	purported	securities	class	action	was	filed	in	United	States	District	Court	for	the	District	of	Massachusetts	against	us	and	certain	of	our current	officers	by	John	S.	Greenebaum	for	monetary	relief.	Specifically,	the	complaint	named	us,	James	D.	Taiclet,	Jr.	and	Bradley	E.	Singer	as	defendants	and	alleged that	the	defendants	violated	federal	securities	laws	in	connection	with	public	statements	made	relating	to	our	stock	option	practices	and	related	accounting.	The complaint	asserted	claims	under	Sections	10(b)	and	20(a)	of	the	Exchange	Act	and	SEC	Rule	10b-5.	In	December	2006,	the	court	appointed	the	Steamship	Trade Association-International	Longshoreman's	Association	Pension	Fund	as	the	lead	plaintiff.	In	March	2007,	plaintiffs	filed	an	amended	consolidated	complaint,	which included	additional	current	and	former	officers	and	directors	of	the	Company	as	defendants.	In	December	2007,	we	announced	that	we	had	reached	a	settlement	in principle	regarding	the	securities	class	action.	The	settlement,	which	was	preliminarily	approved	by	the	court	in	February	2008,	provided	for	a	payment	by	us	of	$14.0 million	and	would	lead	to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	We	paid	$250,000	of	the	settlement	amount	to	an	escrow	account	controlled	by the	plaintiffs	during	the	quarter	ended	March	31,	2008.	In	April	2008,	we	paid	the	remaining	settlement	amount	of	$13.8	million	into	escrow	and	received	$12.5	million in	insurance	proceeds.	In	May	2008,	the	original	plaintiff,	Mr.	Greenebaum,	filed	an	objection	to	the	settlement.	Following	a	hearing	in	June	2008,	the	Court	dismissed Mr.	Greenebaum's	objection	and	finally	approved	the	settlement.	In	July	2008,	Mr.	Greenebaum	filed	an	untimely	request	to	opt-out	of	the	settlement	class	certified	by the	Court	in	its	orders,	which	the	Court	denied	in	August	2008.	Mr.	Greenebaum	filed	a	notice	of	appeal	of	the	Court's	final	order	approving	the	settlement	agreement and	of	the	Court's	decision	denying	his	untimely	request	to	opt	out	of	the	settlement	class.	In	December	2008,	we	entered	into	a	settlement	agreement	with Mr.	Greenebaum	providing	for	payment	by	us	of	$5,000,	which	the	Court	approved	in	January	2009.	In	January	2009,	the	lead	plaintiff	entered	into	a	settlement agreement	with	Mr.	Greenebaum.	As	a	result	of	these	settlements,	Mr.	Greenebaum	withdrew	his	appeals,	effectively	ending	the	litigation.

On	May	24,	2006	and	June	14,	2006,	two	shareholder	derivative	lawsuits	were	filed	in	Suffolk	County	Superior	Court	in	Massachusetts	by	Eric	Johnston	and Robert	L.	Garber,	respectively.	The	lawsuits	were	filed	against	certain	of	our	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties	and	unjust enrichment	in	connection	with	our	historical	stock	option	granting	practices.	The	lawsuits	also	named	us	as	a	nominal	defendant.	The	lawsuits	sought	to	recover	the damages	sustained	by	us	and	disgorgement	of	all	profits	received	with	respect	to	the	alleged	backdated	stock	options.	In	October	2006,	these	two	lawsuits	were consolidated,	and	in	October	2007,	the	court	dismissed	the	complaint,	without	leave	to	amend,	due	to	the	plaintiffs'	failure	to	make	a	demand	upon	our	Board	of Directors	before	initiating	their	lawsuits.	In	December	2007,	the	plaintiffs	filed	an	appeal	of	that	decision	to	the	Massachusetts	Court	of	Appeals,	which	we	are 20

opposing,	and	in	April	2008,	we	filed	a	motion	to	dismiss	the	appeal	as	moot.	In	June	2008,	the	Massachusetts	Supreme	Judicial	Court	elected,	on	its	own	motion,	to hear	the	appeal,	which	remains	pending.

On	June	13,	2006,	June	22,	2006	and	August	23,	2006,	three	shareholder	derivative	lawsuits	were	filed	in	United	States	District	Court	for	the	District	of Massachusetts	by	New	South	Wales	Treasury	Corporation,	as	Trustee	for	the	Alpha	International	Managers	Trust,	Frank	C.	Kalil	and	Don	Holland,	and	Leslie	Cramer, respectively.	The	lawsuits	were	filed	against	certain	of	our	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties,	waste	of	corporate	assets, gross	mismanagement	and	unjust	enrichment	in	connection	with	our	historical	stock	option	granting	practices.	The	lawsuits	also	named	us	as	a	nominal	defendant.	In December	2006,	the	court	consolidated	these	three	lawsuits	and	appointed	New	South	Wales	Treasury	Corporation	as	the	lead	plaintiff.	In	February	2007,	the	plaintiffs filed	an	amended	consolidated	complaint.	In	February	2008,	the	court	dismissed	the	complaint	due	to	the	plaintiffs'	failure	to	make	a	demand	on	our	Board	of	Directors before	initiating	their	lawsuits.	The	plaintiffs	elected	not	to	appeal.	As	the	dismissal	is	now	final	and	unappealable,	this	effectively	ended	the	litigation.	In	December 2007,	the	plaintiffs	also	made	a	demand	on	our	Board	of	Directors.	In	May	2008,	a	special	litigation	committee	of	our	Board	of	Directors	refused	the	demand, concluding	that	it	would	not	be	in	the	best	interest	of	our	stockholders	to	pursue	active	litigation	and	that	we	should	seek	to	settle	any	claims	that	we	may	have.

On	August	31,	2006,	we	received	an	Information	Document	Request	from	the	Internal	Revenue	Service	("IRS")	for	documents	and	information	relating	to	our stock	option	granting	practices	and	related	accounting.	The	Information	Document	Request	requests	materials	related	to	certain	stock	options	granted	between	1998	and 2005.	We	have	received	subsequent	related	requests	and	we	continue	to	cooperate	with	the	IRS	to	provide	the	requested	information	and	documents.

One	of	our	subsidiaries,	SpectraSite	Communications,	Inc.	("SCI"),	is	involved	in	a	lawsuit	brought	in	Mexico	against	a	former	Mexican	subsidiary	of	SCI	(the subsidiary	of	SCI	was	sold	in	2002,	prior	to	our	merger	with	SCI's	parent	in	2005).	The	lawsuit	concerns	a	terminated	tower	construction	contract	and	related agreements	with	a	wireless	carrier	in	Mexico.	The	primary	issue	for	us	is	whether	SCI	itself	can	be	found	liable	to	the	Mexican	carrier.	The	trial	and	lower	appellate courts	initially	found	that	SCI	had	no	such	liability	in	part	because	Mexican	courts	do	not	have	full	jurisdiction	over	SCI.	These	decisions	were	appealed	by	the	plaintiff, and	in	July	2008,	they	were	reversed	by	an	intermediate	Mexican	appellate	court.	In	its	decision,	the	intermediate	appellate	court	identified	potential	damages	of approximately	$23.0	million.	SCI	appealed	that	ruling	to	a	higher	constitutional	court	in	Mexico.	In	January	2009,	the	constitutional	court	ruled	in	SCI's	favor, remanding	the	case	back	to	the	intermediate	appellate	court	for	further	proceedings.	The	intermediate	appellate	court	is	now	reconsidering	its	original	decision	and	we are	awaiting	its	ruling.	As	such,	we	are	unable	to	determine	at	this	time	whether	any	of	that	potential	liability	survives	the	decision	by	the	constitutional	court	or	estimate our	share,	if	any,	of	that	potential	liability	at	this	stage	of	the	proceedings.

As	discussed	in	Item	1	of	this	Annual	Report	under	the	caption	"Regulatory	Matters,"	we	entered	into	a	Facilities	Audit	Agreement	with	the	EPA	that	provides	for payment	of	penalties	as	a	result	of	non-compliance	with	certain	notice	and	record-keeping	requirements.	In	November	2008,	we	paid	a	penalty	of	approximately	$35,000 under	the	Facilities	Audit	Agreement,	which	satisfied	our	obligations	under	the	agreement.

We	periodically	become	involved	in	various	claims	and	lawsuits	that	are	incidental	to	our	business.	In	the	opinion	of	management,	after	consultation	with counsel,	other	than	the	legal	proceedings	discussed	above	and	in	note	16	to	our	consolidated	financial	statements	included	in	this	Annual	Report,	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.				SUBMISSION	OF	MATTERS	TO	A	VOTE	OF	SECURITY	HOLDERS

# 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	New	York	Stock	Exchange	("NYSE")	for	the years	2008	and	2007.

On	February	13,	2009,	the	closing	price	of	our	Common	Stock	was	$28.85	per	share	as	reported	on	the	NYSE.	As	of	February	13,	2009,	we	had	397,097,677 outstanding	shares	of	Common	Stock	and	499	registered	holders.

# Dividends

We	have	never	paid	a	dividend	on	our	Common	Stock.	We	anticipate	that	we	may	retain	future	earnings,	if	any,	to	fund	the	development	and	growth	of	our business.	The	indentures	governing	our	7.50%	senior	notes	due	2012	("7.50%	Notes")	and	our	7.125%	senior	notes	due	2012	("7.125%	Notes")	may	prohibit	us	from paying	dividends	to	our	stockholders	unless	we	satisfy	certain	financial	covenants.	The	loan	agreement	for	our	Revolving	Credit	Facility	and	Term	Loan,	and	the indentures	governing	the	terms	of	our	7.50%	Notes	and	7.125%	Notes	contain	covenants	that	restrict	our	ability	to	pay	dividends	unless	certain	financial	covenants	are satisfied.	In	addition,	while	SpectraSite	and	its	subsidiaries	are	classified	as	unrestricted	subsidiaries	under	the	indentures	for	our	7.50%	Notes	and	7.125%	Notes, certain	of	SpectraSite's	subsidiaries	are	subject	to	restrictions	on	the	amount	of	cash	that	they	can	distribute	to	us	under	the	loan	agreement	related	to	our	securitization transaction.

For	more	information	about	the	restrictions	under	the	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan,	our	notes	indentures	and	the	loan agreement	related	to	our	securitization	transaction,	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	6	to	our	consolidated	financial	statements	included	in this	Annual	Report.

# 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	and	the	Dow Jones	US	Telecommunications	Equipment	Index.	The	performance	graph	assumes	that	on	December	31,	2003,	$100	was	invested	in	each	of	our	Common	Stock,	the S&P	500	Index	and	the	Dow	Jones	US	Telecommunications	Equipment	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.

|  | 12/03 | 12/04 | 12/05 | 12/06 | 12/07 | 12/08 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| American\tTower\tCorporation | $100.00 | $170.06 | $250.46 | $344.55 | $393.72 | $270.98 |
| S&amp;P\t500\tIndex | 100.00 | 110.88 | 116.33 | 134.70 | 142.10 | 89.53 |
| Dow\tJones\tUS\tTelecommunications\tEquipment\tIndex | 100.00 | 103.82 | 105.26 | 122.59 | 126.60 | 75.26 |

# Recent	Sales	of	Unregistered	Securities

During	the	three	months	ended	December	31,	2008,	we	issued	an	aggregate	of	51,784	shares	of	our	Common	Stock	upon	the	exercise	of	7,523	warrants	assumed in	our	merger	with	SpectraSite,	Inc.	In	August	2005,	in	connection	with	the	merger,	we	assumed	approximately	1.0	million	warrants	to	purchase	shares	of	SpectraSite, Inc.	common	stock.	Upon	completion	of	the	merger,	each	warrant	to	purchase	shares	of	SpectraSite,	Inc.	common	stock	automatically	converted	into	a	warrant	to purchase	7.15	shares	of	Common	Stock	at	an	exercise	price	of	$32	per	warrant.	Net	proceeds	from	these	warrant	exercises	were	$177,760.	The	shares	were	issued	in reliance	on	the	exemption	from	registration	set	forth	in	Sections	3(a)(9)	and	3(a)(10)	of	the	Securities

Act	of	1933,	as	amended,	and	Section	1145	of	the	United	States	Code.	No	underwriters	were	engaged	in	connection	with	such	issuances.

During	the	three	months	ended	December	31,	2008,	we	issued	an	aggregate	of	7,173,456	shares	of	our	Common	Stock	upon	conversion	of	$147.1	million principal	amount	of	our	3.00%	Notes.	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.00%	Notes	receive	48.7805	shares	of	our	Common	Stock	for	every	$1,000 principal	amount	of	notes	converted.	In	connection	with	the	conversions,	we	paid	such	holders	an	aggregate	of	approximately	$3.7	million,	calculated	based	on	the accrued	and	unpaid	interest	on	the	notes	and	the	discounted	value	of	the	future	interest	payments	on	the	notes.	All	shares	were	issued	in	reliance	on	the	exemption	from registration	set	forth	in	Section	3(a)(9)	of	the	Securities	Act	of	1933,	as	amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.

# Issuer	Purchases	of	Equity	Securities

During	the	three	months	ended	December	31,	2008,	we	repurchased	2,784,221	shares	of	our	Common	Stock	for	an	aggregate	of	$79.4	million,	including commissions	and	fees,	pursuant	to	our	publicly	announced	stock	repurchase	program,	as	follows:

| Period | Total	Number<br>of	Shares<br>Purchased(1) | Average<br>Price	Paid<br>per	Share | Total	Number	of	Shares<br>Purchased	as	Part	of<br>Publicly	Announced<br>Plans	or	Programs | Approximate	Dollar	Value<br>of	Shares	that	May	Yet	be<br>Purchased	Under	the<br>Plans	or	Programs |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tmillions) |
| October\t2008 | 1,379,180 | $30.51 | 1,379,180 | $1,005.3 |
| November\t2008 | 1,315,800 | $26.51 | 1,315,800 | $970.4 |
| December\t2008 | 89,241 | $27.32 | 89,241 | $967.9 |
| Total\tFourth\tQuarter | 2,784,221 | $28.53 | 2,784,221 | $967.9 |

(1) Repurchases	made	pursuant	to	the	$1.5	billion	stock	repurchase	program	approved	by	our	Board	of	Directors	in	February	2008.	Under	this	program,	our management	is	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at	prevailing	prices	as permitted	by	securities	laws	and	other	legal	requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate	repurchases,	we	make	purchases pursuant	to	a	trading	plan	under	Rule	10b5-1	of	the	Exchange	Act,	which	allows	us	to	repurchase	shares	during	periods	when	we	otherwise	might	be	prevented from	doing	so	under	insider	trading	laws	or	because	of	self-imposed	trading	blackout	periods.	This	program	may	be	discontinued	at	any	time.

As	reflected	in	the	above	table,	in	the	fourth	quarter	of	2008,	we	significantly	reduced	purchases	of	Common	Stock	under	our	stock	repurchase	program	based	on the	downturn	in	the	economy	and	the	disruptions	in	the	financial	and	credit	markets.	Subsequent	to	December	31,	2008,	we	repurchased	approximately	28,000	shares	of our	Common	Stock	for	an	aggregate	of	$0.8	million,	including	commissions	and	fees,	pursuant	to	this	program.	We	expect	to	continue	to	manage	the	pacing	of	the program	in	the	future	in	response	to	general	market	conditions	and	other	relevant	factors.

# ITEM	6. SELECTED	FINANCIAL	DATA

You	should	read	the	selected	financial	data	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.

Our	continuing	operations	are	reported	in	two	segments:	rental	and	management	and	network	development	services.	In	accordance	with	generally	accepted accounting	principles,	the	consolidated	statements	of	operations	for	all	periods	presented	in	this	"Selected	Financial	Data"	have	been	adjusted	to	reflect	certain businesses	as	discontinued	operations	(see	note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report).

Year-over-year	comparisons	are	significantly	affected	by	our	acquisitions,	dispositions	and,	to	a	lesser	extent,	construction	of	towers.	Our	August	2005	merger with	SpectraSite,	Inc.	significantly	impacts	the	comparability	of	reported	results	between	periods.

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| Revenues: |  |  |  |  |  |
| Rental\tand\tmanagement | $1,547,035 | $1,425,975 | $1,294,068 | $929,762 | $684,422 |
| Network\tdevelopment\tservices | 46,469 | 30,619 | 23,317 | 15,024 | 22,238 |
| Total\toperating\trevenues | \t 1,593,504 | \t 1,456,594 | \t 1,317,385 | 944,786 | 706,660 |
| Operating\texpenses: |  |  |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| Rental\tand\tmanagement | 363,024 | 343,450 | 332,246 | 247,781 | 195,242 |
| Network\tdevelopment\tservices | 26,831 | 16,172 | 11,291 | 8,346 | 16,220 |
| Depreciation,\tamortization\tand\taccretion | 405,332 | 522,928 | 528,051 | 411,254 | 329,449 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | 180,374 | 186,483 | 159,324 | 108,059 | 83,094 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger |  |  |  |  |  |
| related\texpense | 11,189 | 9,198 | 2,572 | 34,232 | 23,876 |
| Total\toperating\texpenses | 986,750 | \t 1,078,231 | \t 1,033,484 | 809,672 | 647,881 |
| Operating\tincome | 606,754 | 378,363 | 283,901 | 135,114 | 58,779 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,253 | 14,207 | 14,208 | 14,232 | 14,316 |
| Interest\tincome | 3,413 | 10,848 | 9,002 | 4,402 | 4,844 |
| Interest\texpense | (253,584) | (235,824) | (215,643) | (222,419) | (262,237) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (4,904) | (35,429) | (27,223) | (67,110) | (138,016) |
| Other\tincome\t(expense) | 5,988 | 20,675 | 6,619 | 227 | (2,798) |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\t(loss)\ton\tequity |  |  |  |  |  |
| method\tinvestments | 371,920 | 152,840 | 70,864 | (135,554) | (325,112) |
| Income\ttax\t(provision)\tbenefit | (135,509) | (59,809) | (41,768) | (5,714) | 83,338 |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (169) | (338) | (784) | (575) | (2,366) |
| Income\t(loss)\ton\tequity\tmethod\tinvestments | 22 | 19 | 26 | (2,078) | (2,915) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tcumulative\teffect\tof\tchange\tin\naccounting\tprinciple | $236,264 | $92,712 | $28,338 | $(143,921) | $(247,055) |
| Basic\tincome\t(loss)\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tbefore |  |  |  |  |  |
| cumulative\teffect\tof\tchange\tin\taccounting\tprinciple(1) | $0.60 | $0.22 | $0.06 | $(0.47) | $(1.10) |
| Diluted\tincome\t(loss)\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tbefore |  |  |  |  |  |
| cumulative\teffect\tof\tchange\tin\taccounting\tprinciple(1) | $0.58 | $0.22 | $0.06 | $(0.47) | $(1.10) |
| Weighted\taverage\tcommon\tshares\toutstanding(1)\nBasic | 395,947 | 413,167 | 424,525 | 302,510 | 224,336 |
| Diluted | 418,357 | 426,079 | 436,217 | 302,510 | 224,336 |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges(2) | 2.12x | 1.50x | 1.25x | — | — |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash\tand\tinvestments)(3) | $194,943 | $86,807 | $281,264 | $112,701 | $215,557 |
| Property\tand\tequipment,\tnet | \t 3,022,636 | \t 3,045,186 | \t 3,218,124 | \t 3,460,526 | \t 2,273,356 |
| Total\tassets | \t 8,211,665 | \t 8,130,457 | \t 8,613,219 | \t 8,786,854 | \t 5,107,696 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | \t 4,333,146 | \t 4,285,284 | \t 3,543,016 | \t 3,613,429 | \t 3,293,614 |
| Total\tstockholders'\tequity | \t 2,991,322 | \t 3,022,092 | \t 4,384,916 | \t 4,541,821 | \t 1,490,767 |

(1) Basic	income	(loss)	per	common	share	from	continuing	operations	represents	income	(loss)	from	continuing	operations	divided	by	the	weighted	average	number of	common	shares	outstanding	during	the	period.	Diluted	income	per	common	share	from	continuing	operations	for	the	years	ended	December	31,	2008,	2007 and	2006	represents	income	from	continuing	operations	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period	and	any dilutive	common	share	equivalents,	including	shares	issuable	upon	exercise	of	stock	options	and	warrants,	as	determined	under	the	treasury	stock	method,	and upon	conversion	of	our	convertible	notes,	as	determined	under	the	if-converted	method.	Diluted	loss	per	common	share	from	continuing	operations	for	periods prior	to	2006	excludes	shares	issuable	upon	exercise	of	stock	options	and	warrants	and	upon	conversion	of	our	convertible	notes,	as	their	effect	is	anti-dilutive.

(2) For	the	purpose	of	this	calculation,	"earnings"	consists	of	income	(loss)	from	continuing	operations	before	income	taxes,	minority	interest	in	net	earnings	of subsidiaries,	income	(loss)	on	equity	method	investments	and	fixed	charges	(excluding	interest	capitalized	and	amortization	of	interest	capitalized).	"Fixed charges"	consist	of	interest	expense,	including	amounts	capitalized,	amortization	of	debt	discount	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.	We	had	an	excess	(deficiency)	in	earnings	to	fixed charges	in	each	period	as	follows	(in	thousands):	2008–$373,842;	2007–$155,462;	2006–$72,813;	2005–$(133,464);	and	2004–$(322,806).

(3) As	of	December	31,	2008	and	2007,	includes	approximately	$51.9	million	and	$53.7	million,	respectively,	in	restricted	cash	on	deposit	in	reserve	accounts	related to	the	Certificates	issued	in	our	securitization	transaction.	As	of	December	31,	2006,	2005	and	2004,	amounts	include	cash	and	cash	equivalents	only.

# 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	follows	are	based	upon	our	consolidated	financial	statements,	which	have been	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States.	The	preparation	of	our	financial	statements	requires	us	to	make estimates	and	judgments	that	affect	the	reported	amounts	of	assets	and	liabilities,	revenues	and	expenses,	and	the	related	disclosures	in	our	financial	statements.	Actual results	may	differ	significantly	from	these	estimates	under	different	assumptions	or	conditions.	This	discussion	should	be	read	in	conjunction	with	our	consolidated financial	statements	and	the	accompanying	notes	thereto	and	the	information	set	forth	under	the	caption	"Critical	Accounting	Policies	and	Estimates"	beginning	at	page 45.

Our	continuing	operations	are	reported	in	two	segments,	rental	and	management	and	network	development	services.	Management	focuses	on	segment	gross margin	and	segment	operating	profit	as	a	means	to	measure	operating	performance	in	these	business	segments.	We	define	segment	gross	margin	as	segment	revenue	less segment	operating	expenses	excluding	depreciation,	amortization	and	accretion;	selling,	general,	administrative	and	development	expense;	and	impairments,	net	loss	on sale	of	long-lived	assets,	restructuring	and	merger	related	expense.	We	define	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.	Segment	gross	margin	and	segment	operating profit	for	the	rental	and	management	segment	also	include	interest	income,	TV	Azteca,	net	(see	note	18	to	our	consolidated	financial	statements	included	herein).	These measures	of	segment	gross	margin	and	segment	operating	profit	are	also	before	interest	income,	interest	expense,	loss	on	retirement	of	long-term	obligations,	other income	(expense),	minority	interest	in	net	earnings	of	subsidiaries,	income	on	equity	method	investments,	income	taxes	and	discontinued	operations.

# Executive	Overview

Our	principal	operating	segment	is	our	rental	and	management	segment,	which	accounted	for	approximately	97%	and	98%	of	our	total	revenues	for	the	years ended	December	31,	2008	and	2007,	respectively,	and	approximately	99%	of	our	segment	operating	profit	in	both	years.	The	primary	factors	affecting	the	stability	and growth	of	our	revenues	and	cash	flows	for	this	segment	are	our	recurring	revenues	from	existing	tenant	leases	and	the	contractual	escalators	in	those	leases,	leasing additional	space	on	our	existing	towers,	acquiring	and	building	additional	tower	sites	and	the	degree	to	which	any	of	our	existing	customer	leases	are	cancelled.	We continue	to	believe	that	our	site	leasing	revenue	is	likely	to	increase	due	to	the	growing	use	of	wireless	communications	services	and	our	ability	to	utilize	existing	tower capacity.	In	addition,	we	believe	the	majority	of	our	site	leasing	activity	will	continue	to	come	from	customers	providing	wireless	broadband-services.

The	majority	of	our	tenant	leases	with	wireless	carriers	are	for	an	initial	non-cancelable	term	of	five	to	ten	years,	with	multiple	five-year	renewal	terms	thereafter. Accordingly,	nearly	all	of	the	revenue	generated	by	our	rental	and	management	segment	as	of	the	end	of	December	2008	is	recurring	revenue	that	we	should	continue	to receive	in	future	periods.	In	addition,	most	of	our	leases	have	provisions	that	periodically	increase	the	rent	due	under	the	lease.	These	contractual	escalators	are	typically annual	and	are	based	on	a	fixed	percentage	(generally	three	to	five	percent),	inflation,	or	a	fixed	percentage	plus	inflation.	Revenue	generated	by	rate	increases	based	on fixed	escalation	clauses	is	recognized	on	a	straight-line	basis	over	the	non-cancelable	term	of	the	applicable	agreement.	We	also	routinely	seek	to	extend	our	tenant leases	with	our	customers,	which	has	the	effect	of	increasing	the	non-cancelable	term	of	the	agreement	and	creating	additional	stability	for	our	revenues	and	cash	flows.

The	revenues	generated	by	our	rental	and	management	segment	also	may	be	affected	by	cancellations	of	existing	customer	leases.	As	discussed	above,	most	of our	tenant	leases	with	wireless	carriers	and	broadcasters	are	multi-year	contracts,	which	typically	may	not	be	cancelled	or,	in	some	instances,	may	be	cancelled	only upon	payment	of	a	termination	fee.	Accordingly,	lease	cancellations	historically	have	not	had	a	material	adverse	effect

on	the	revenues	generated	by	our	rental	and	management	segment.	During	the	year	ended	December	31,	2008,	tenant	leases	representing	less	than	2%	of	our	rental	and management	revenues	were	cancelled.

A	significant	majority	of	our	revenue	growth	in	the	year	ended	December	31,	2008	was	attributable	to	incremental	revenue	generated	by	our	existing communications	sites.	During	2008,	incremental	revenue	attributable	to	those	sites	that	existed	during	the	entire	period	between	January	1,	2007	and	December	31, 2008,	was	approximately	$95.3	million,	which	reflects	revenue	increases	from	adding	new	tenants	to	those	sites,	existing	tenants	adding	more	equipment	to	those	sites, contractual	escalators,	net	of	straight-line	accounting	treatment,	and	the	net	increase	in	straight-line	revenue	from	extending	the	renewal	dates	of	thousands	of	our	tenant leases,	partially	offset	by	lease	cancellations.

Our	ability	to	lease	additional	space	on	our	sites	is	a	function	of	the	rate	at	which	wireless	carriers	deploy	capital	to	improve	and	expand	their	wireless	networks and,	to	a	lesser	extent,	the	location	of	and	available	capacity	on	our	existing	sites.	This	rate,	in	turn,	is	influenced	by	the	growth	of	wireless	communications	services	and related	infrastructure	needs,	the	financial	performance	of	our	customers	and	their	access	to	capital,	and	general	economic	conditions.	We	believe	leasing	additional	space on	our	existing	sites	will	contribute	the	substantial	majority	of	our	year-over-year	revenue	growth	in	2009.

We	also	generate	revenues	by	building	and	acquiring	new	communications	sites.	We	constructed	or	acquired	961	and	462	sites	in	the	years	ended	December	31, 2008	and	2007,	respectively.	Because	of	the	nature	of	our	recurring	revenues	described	above,	our	results	of	operations	only	reflect	revenues	generated	on	these	sites following	the	respective	dates	of	their	construction	or	acquisition,	which	affects	year-over-year	comparisons.	During	2008,	incremental	revenue	attributable	to	the approximately	1,420	sites	that	were	built	or	acquired	between	January	1,	2007	and	December	31,	2008,	was	approximately	$25.7	million.

Our	rental	and	management	segment	operating	expenses	include	our	direct	tower	level	expenses	and	consist	primarily	of	ground	rent,	property	taxes,	repairs	and maintenance	and	utilities.	These	segment	level	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.	Our	segment	level	selling,	general,	administrative	and	development expenses	consist	of	expenses	to	support	our	rental	and	management	and	network	development	services	segments,	such	as	sales	and	property	management	functions.	In general,	our	segment	level	selling,	general	and	administrative	expenses	do	not	significantly	increase	as	a	result	of	adding	incremental	customers	to	our	sites	and	increase only	modestly	year-over-year.	As	a	result,	leasing	space	to	new	customers	on	our	existing	sites	provides	significant	incremental	cash	flow.	Our	profit	margin	growth	is, therefore,	directly	related	to	the	number	of	new	tenants	added	to	our	existing	tower	sites	and	the	related	rental	revenue	generated	in	a	particular	period.

# Results	of	Operations

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2008 | 2007 | (Decrease) | (Decrease) |
|  |  | (In\tthousands) |  |  |
| REVENUES: |  |  |  |  |
| Rental\tand\tmanagement | $1,547,035 | $1,425,975 | $121,060 | 8% |
| Network\tdevelopment\tservices | 46,469 | 30,619 | 15,850 | 52 |
| Total\trevenues | \t 1,593,504 | \t 1,456,594 | 136,910 | 9 |
| OPERATING\tEXPENSES: |  |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |
| Rental\tand\tmanagement | 363,024 | 343,450 | 19,574 | 6 |
| Network\tdevelopment\tservices | 26,831 | 16,172 | 10,659 | 66 |
| Depreciation,\tamortization\tand\taccretion | 405,332 | 522,928 | (117,596) | (22) |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\t$54,807\tand\t$54,603 |  |  |  |  |
| of\tstock-based\tcompensation\texpense,\trespectively) | 180,374 | 186,483 | (6,109) | (3) |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger\trelated\texpense | 11,189 | 9,198 | 1,991 | 22 |
| Total\toperating\texpenses | 986,750 | \t 1,078,231 | (91,481) | (8) |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\t$1,489\tand\t$1,490 | 14,253 | 14,207 | 46 |  |
| Interest\tincome | 3,413 | 10,848 | (7,435) | (69) |
| Interest\texpense | (253,584) | (235,824) | 17,760 | 8 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (4,904) | (35,429) | (30,525) | (86) |
| Other\tincome | 5,988 | 20,675 | (14,687) | (71) |
| Income\ttax\tprovision | (135,509) | (59,809) | 75,700 | 127 |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (169) | (338) | (169) | (50) |
| Income\ton\tequity\tmethod\tinvestments | 22 | 19 | 3 | 16 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet | 110,982 | (36,396) | 147,378 | 405 |
| Net\tincome | $347,246 | $56,316 | $290,930 | 517% |

# Total	Revenues

Approximately	$121.1	million	of	the	increase	was	attributable	to	an	increase	in	rental	and	management	revenue.	The	balance	of	the	increase	resulted	from	an	increase	in network	development	services	revenue	of	$15.9	million.

# Rental	and	Management	Revenue

Rental	and	management	revenue	for	the	year	ended	December	31,	2008	was	$1,547.0	million,	an	increase	of	$121.1	million	from	the	year	ended	December	31, 2007.	Approximately	$95.3	million	of	the	increase	resulted	from	incremental	revenue	generated	by	communications	sites	that	existed	during	the	entire	period	between January	1,	2007	and	December	31,	2008,	which	reflects	revenue	increases	from	adding	new	tenants	to	those	sites,

existing	tenants	adding	more	equipment	to	those	sites,	contractual	escalators,	net	of	straight-line	accounting	treatment,	and	the	net	increase	in	straight-line	revenue	from extending	the	renewal	dates	of	thousands	of	our	tenant	leases,	partially	offset	by	lease	cancellations.	Approximately	$25.7	million	of	the	increase	resulted	from approximately	1,420	communications	sites	acquired	and/or	constructed	subsequent	to	January	1,	2007.	We	believe	that	our	rental	and	management	revenue	will	grow	as we	continue	to	utilize	existing	site	capacity.	We	anticipate	that	the	majority	of	our	new	leasing	activity	will	continue	to	come	from	wireless	service	providers.

# Network	Development	Services	Revenue

Network	development	services	revenue	for	the	year	ended	December	31,	2008	was	$46.5	million,	an	increase	of	$15.9	million	from	the	year	ended	December	31, 2007.	The	increase	was	primarily	attributable	to	revenues	generated	from	our	site	acquisition,	zoning	and	permitting	services.	As	we	continue	to	focus	on	and	grow	our rental	and	management	business,	however,	we	anticipate	that	our	network	development	services	revenue	will	continue	to	represent	a	small	percentage	of	our	total revenues.

# Total	Operating	Expenses

Total	operating	expenses	for	the	year	ended	December	31,	2008	were	$986.8	million,	a	decrease	of	approximately	$91.5	million	from	the	year	ended December	31,	2007.	The	decrease	was	attributable	to	decreases	in	depreciation,	amortization	and	accretion	expense	and	selling,	general,	administrative	and	development expense	of	$117.6	million	and	$6.1	million,	respectively.	These	decreases	were	partially	offset	by	an	increase	in	expenses	within	our	rental	and	management	segment	of $19.6	million,	an	increase	in	expenses	within	our	network	development	services	segment	of	$10.7	million	and	an	increase	in	impairments,	net	loss	on	sale	of	long-lived assets,	restructuring	and	merger	related	expense	of	$2.0	million.

# Rental	and	Management	Expense/Segment	Gross	Margin/Segment	Operating	Profit

Rental	and	management	expense	for	the	year	ended	December	31,	2008	was	$363.0	million,	an	increase	of	$19.6	million	from	the	year	ended	December	31, 2007.	Approximately	$10.4	million	of	the	increase	was	attributable	to	communications	sites	which	existed	during	the	period	between	January	1,	2007	and	December	31, 2008,	and	approximately	$9.2	million	of	the	increase	was	related	to	approximately	1,420	sites	acquired	and/or	constructed	subsequent	to	January	1,	2007.	The	increase	in expenses	related	to	existing	towers	as	of	January	1,	2007	resulted	primarily	from	increases	in	ground	rent.

Rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2008	was	$1,198.3	million,	an	increase	of	$101.5	million	from	the	year	ended December	31,	2007.	The	increase	resulted	from	the	additional	rental	and	management	revenue	described	above,	partially	offset	by	the	increase	in	rental	and management	expense.

Rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2008	was	$1,130.2	million,	an	increase	of	$99.3	million	from	the	year	ended December	31,	2007.	This	was	comprised	of	the	$101.5	million	increase	in	rental	and	management	segment	gross	margin	described	above,	net	of	an	increase	of	$2.2 million	in	selling,	general,	administrative	and	development	expenses	related	to	the	rental	and	management	segment.

# Network	Development	Services	Expense

Network	development	services	expense	for	the	year	ended	December	31,	2008	was	$26.8	million,	an	increase	of	$10.7	million	from	the	year	ended	December	31, 2007.	The	majority	of	the	increase	correlates	to	the	growth	in	services	performed	as	noted	above.

# Depreciation,	Amortization	and	Accretion

Depreciation,	amortization	and	accretion	expense	for	the	year	ended	December	31,	2008	was	$405.3	million,	a	decrease	of	$117.6	million	from	the	year	ended December	31,	2007.	The	decrease	was	primarily	due	to	our	revision	of	the	estimated	useful	lives	of	our	towers	and	certain	related	intangible	assets	from	our	historical estimate	of	15	years	to	a	revised	estimate	of	20	years,	partially	offset	by	the	depreciation,	amortization	and	accretion	expense	associated	with	newly	acquired	and constructed	towers.	The	change	in	the	estimated	useful	lives	of	our	towers	was	based	on	a	review	that	we	completed	in	the	first	quarter	of	2008,	the	effect	of	which	was accounted	for	prospectively	effective	January	1,	2008,	which	resulted	in	a	reduction	in	depreciation	and	amortization	expense	of	approximately	$121.2	million	for	the year	ended	December	31,	2008.

# Selling,	General,	Administrative	and	Development	Expense

Selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2008	was	$180.4	million,	a	decrease	of	$6.1	million	from	the	year ended	December	31,	2007.	The	decrease	was	primarily	attributable	to	a	decrease	of	approximately	$12.8	million	in	costs	associated	with	the	legal	and	governmental proceedings	related	to	the	review	of	our	historical	stock	option	granting	practices	and	related	accounting,	and	other	related	costs,	partially	offset	by	increases	of approximately	$6.7	million	in	expenses	associated	with	international	business	development	and	information	technology	spending.

# Impairments,	Net	Loss	on	Sale	of	Long-lived	Assets,	Restructuring	and	Merger	Related	Expense

Impairments,	net	loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense	for	the	year	ended	December	31,	2008	was	$11.2	million,	an	increase of	$2.0	million	from	the	year	ended	December	31,	2007.	The	increase	was	primarily	due	to	a	$1.4	million	increase	in	losses	recognized	upon	the	disposal	of	certain	non- core	tower	assets.

# Interest	Income

Interest	income	for	the	year	ended	December	31,	2008	was	$3.4	million,	a	decrease	of	$7.4	million	from	the	year	ended	December	31,	2007.	The	decrease	was primarily	attributable	to	a	decrease	in	average	interest	rates	from	December	31,	2007	to	December	31,	2008.

# Interest	Expense

Interest	expense	for	the	year	ended	December	31,	2008	was	$253.6	million,	an	increase	of	$17.8	million	from	the	year	ended	December	31,	2007.	The	increase was	primarily	attributable	to	an	approximately	13%	increase	in	our	average	outstanding	debt,	as	a	result	of	the	debt	financing	activities	described	in	"Liquidity	and Capital	Resources"	below	and	note	6	to	our	consolidated	financial	statements	included	herein,	partially	offset	by	a	decrease	in	the	average	borrowing	rate.

# Loss	on	Retirement	of	Long-Term	Obligations

Loss	on	retirement	of	long-term	obligations	for	the	year	ended	December	31,	2008	was	$4.9	million,	a	decrease	of	$30.5	million	from	the	year	ended December	31,	2007.

During	the	year	ended	December	31,	2008,	holders	of	approximately	$18.3	million	principal	amount	of	our	3.25%	Notes	and	$182.8	million	principal	amount	of our	3.00%	Notes	converted	their	notes	into	shares	of	our	Common	Stock.	In	connection	with	conversions	of	a	portion	of	these	notes,	we	paid	holders	an	aggregate	of approximately	$4.9	million,	calculated	based	on	the	discounted	value	of	the	future	interest	payments	on	their	notes.

During	the	year	ended	December	31,	2007,	holders	of	approximately	$89.5	million	principal	amount	of	our	3.25%	Notes	converted	their	notes	into	shares	of	our Common	Stock,	and	we	repurchased	pursuant	to	tender

offers	approximately	$192.5	million	principal	amount	of	our	5.0%	convertible	notes	due	2010	("5.0%	Notes")	and	$324.8	million	principal	amount	of	our	ATI	7.25% senior	subordinated	notes	due	2011	("ATI	7.25%	Notes").	We	also	repaid	all	amounts	outstanding	under	the	credit	facilities	of	SpectraSite	and	at	the	American	Tower operating	company	level,	and	we	terminated	all	commitments	thereunder.	In	addition,	we	repaid	all	amounts	outstanding	under	our	$500.0	million	senior	unsecured	term loan	credit	facility	and	terminated	the	loan.	As	a	result	of	these	transactions,	we	recorded	a	charge	of	$35.4	million	related	to	amounts	paid	in	excess	of	the	carrying value	of	our	5.0%	Notes	and	ATI	7.25%	Notes,	amounts	paid	to	holders	of	our	3.25%	Notes	in	connection	with	their	note	conversions,	and	the	write-off	of	related deferred	financing	fees.

For	more	information	regarding	our	financing	activities,	see	"—Liquidity	and	Capital	Resources—Cash	Flows	from	Financing	Activities"	below.

# Other	Income

Other	income	for	the	year	ended	December	31,	2008	was	$6.0	million,	a	decrease	of	$14.7	million	from	the	year	ended	December	31,	2007.	Other	income	for	the year	ended	December	31,	2008,	consisted	primarily	of	foreign	currency	gains	of	$5.7	million.	Other	income	for	the	year	ended	December	31,	2007	consisted	primarily of	approximately	$18.0	million	of	gains	from	the	sale	of	available-for-sale	securities	and	the	mark-to-market	and	subsequent	settlement	of	interest	rate	swap	agreements.

# Income	Tax	Provision

The	income	tax	provision	for	the	year	ended	December	31,	2008	was	$135.5	million,	as	compared	to	$59.8	million	for	the	year	ended	December	31,	2007, representing	an	increase	of	$75.7	million	from	the	prior	year	period.	The	effective	tax	rate	was	36.4%	for	the	year	ended	December	31,	2008,	as	compared	to	39.1%	for the	year	ended	December	31,	2007.	The	increase	in	the	income	tax	provision	correlates	to	the	increase	in	income	during	the	year	ended	December	31,	2008	as	noted above.

The	effective	tax	rate	on	income	from	continuing	operations	for	the	year	ended	December	31,	2008	differs	from	the	federal	statutory	rate	primarily	due	to	foreign currency	gains,	the	reversal	of	$6.4	million	of	valuation	allowances	related	to	our	Mexican	subsidiary	and	state	taxes.	These	items	are	described	in	note	11	to	our consolidated	financial	statements	included	herein.	Other	differences	from	the	federal	statutory	rate	include	other	foreign	items,	settlement	of	tax	reserves,	non- deductible	stock-based	compensation	expense	and	additional	tax	reserves.

In	the	year	ended	December	31,	2007,	we	recovered	a	portion	of	our	deferred	tax	asset	through	our	federal	income	tax	refund	claims	related	to	the	carry	back	of certain	federal	net	operating	losses.	In	June	2003	and	October	2003,	we	filed	federal	income	tax	refund	claims	with	the	IRS	relating	to	the	carry	back	of	$380.0	million of	net	operating	losses	generated	prior	to	2003.	In	April	2007,	we	received	a	refund	of	approximately	$65.0	million,	plus	$15.0	million	in	interest,	substantially	all	of which	was	accrued	at	March	31,	2007.

# Income	(Loss)	From	Discontinued	Operations,	Net

Income	from	discontinued	operations,	net	for	the	year	ended	December	31,	2008	was	$111.0	million,	as	compared	to	a	loss	from	discontinued	operations	of	$36.4 million	for	the	year	ended	December	31,	2007.	During	the	year	ended	December	31,	2008,	we	recorded	an	income	tax	benefit	related	to	losses	associated	with	our investment	in	our	wholly	owned	subsidiary,	Verestar,	Inc.	("Verestar").	Verestar	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws	in	December	2003. During	2007,	we	settled	litigation	related	to	the	Verestar	bankruptcy.	In	April	2008,	the	bankruptcy	court	approved	Verestar's	plan	of	liquidation	and	in	December 2008,	Verestar	was	liquidated.	As	a	result,	we	recorded	an	income	tax	benefit	of	$110.1	million	related	to	losses	associated	with	our	investment	in	Verestar	as	income from	discontinued	operations	during	the

year	ended	December	31,	2008.	During	the	year	ended	December	31,	2007,	we	recorded	a	$32.0	million	liability	associated	with	the	Verestar	bankruptcy	proceedings equal	to	the	settlement	amount,	which	we	paid	in	November	2007.

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2007 | 2006 | (Decrease) | (Decrease) |
|  |  | (In\tthousands) |  |  |
| REVENUES: |  |  |  |  |
| Rental\tand\tmanagement | $1,425,975 | $1,294,068 | $131,907 | 10% |
| Network\tdevelopment\tservices | 30,619 | 23,317 | 7,302 | 31 |
| Total\trevenues | \t 1,456,594 | \t 1,317,385 | \t 139,209 | 11 |
| OPERATING\tEXPENSES: |  |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |
| Rental\tand\tmanagement | 343,450 | 332,246 | 11,204 | 3 |
| Network\tdevelopment\tservices | 16,172 | 11,291 | 4,881 | 43 |
| Depreciation,\tamortization\tand\taccretion | 522,928 | 528,051 | (5,123) | (1) |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\t$54,603\tand\t$39,502 |  |  |  |  |
| of\tstock-based\tcompensation\texpense,\trespectively) | 186,483 | 159,324 | 27,159 | 17 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger\trelated\texpense | 9,198 | 2,572 | 6,626 | 258 |
| Total\toperating\texpenses | \t 1,078,231 | \t 1,033,484 | 44,747 | 4 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\t$1,490\tand\t$1,491 | 14,207 | 14,208 | (1) |  |
| Interest\tincome | 10,848 | 9,002 | 1,846 | 21 |
| Interest\texpense | (235,824) | (215,643) | 20,181 | 9 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (35,429) | (27,223) | 8,206 | 30 |
| Other\tincome | 20,675 | 6,619 | 14,056 | 212 |
| Income\ttax\tprovision | (59,809) | (41,768) | 18,041 | 43 |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (338) | (784) | (446) | (57) |
| Income\ton\tequity\tmethod\tinvestments | 19 | 26 | (7) | (27) |
| Loss\tfrom\tdiscontinued\toperations,\tnet | (36,396) | (854) | 35,542 | 4,162 |
| Net\tincome | $56,316 | $27,484 | $28,832 | 105% |

Rental	and	management	revenue	for	the	year	ended	December	31,	2007	was	$1,426.0	million,	an	increase	of	$131.9	million	from	the	year	ended	December	31, 2006.	Approximately	$118.3	million	of	the	increase	resulted

from	incremental	revenue	generated	by	communications	sites	that	existed	during	the	entire	period	between	January	1,	2006	and	December	31,	2007,	which	reflects revenue	increases	from	adding	new	tenants	to	those	sites,	existing	tenants	adding	more	equipment	to	those	sites,	contractual	escalators,	net	of	straight-line	accounting treatment,	favorable	currency	exchange	rates	and	the	net	increase	in	straight-line	revenue	from	extending	the	renewal	dates	of	thousands	of	our	tenant	leases,	partially offset	by	lease	cancellations.	Approximately	$13.6	million	of	the	increase	resulted	from	approximately	790	communications	sites	acquired	and/or	constructed subsequent	to	January	1,	2006.

Network	development	services	revenue	for	the	year	ended	December	31,	2007	was	$30.6	million,	an	increase	of	$7.3	million	from	the	year	ended	December	31, 2006.	The	increase	was	primarily	attributable	to	revenues	generated	by	our	structural	analysis	services,	related	in	part	to	our	January	2007	acquisition	of	a	structural analysis	engineering	firm,	which	enabled	us	to	increase	our	structural	analysis	capabilities.

Total	operating	expenses	for	the	year	ended	December	31,	2007	were	$1,078.2	million,	an	increase	of	$44.7	million	from	the	year	ended	December	31,	2006.	The increase	was	attributable	to	an	increase	in	selling,	general,	administrative	and	development	expense	of	$27.2	million,	an	increase	in	expenses	within	our	rental	and management	segment	of	$11.2	million,	an	increase	in	expenses	within	our	network	development	services	segment	of	$4.9	million	and	an	increase	in	impairments,	net loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense	of	$6.6	million.	These	increases	were	offset	by	a	decrease	in	depreciation,	amortization	and accretion	expense	of	$5.1	million.

Rental	and	management	expense	for	the	year	ended	December	31,	2007	was	$343.5	million,	an	increase	of	$11.2	million	from	the	year	ended	December	31, 2006.	Approximately	$7.5	million	of	the	increase	was	attributable	to	communications	sites	which	existed	during	the	period	between	January	1,	2006	and	December	31, 2007,	and	approximately	$3.7	million	of	the	increase	was	related	to	approximately	790	sites	acquired	and/or	constructed	subsequent	to	January	1,	2006.	The	increase	in expenses	related	to	existing	towers	as	of	January	1,	2006	resulted	primarily	from	increases	in	ground	rent.

Rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2007	was	$1,096.7	million,	an	increase	of	$120.7	million	from	the	year	ended December	31,	2006.	The	increase	resulted	from	the	additional	rental	and	management	revenue	described	above,	partially	offset	by	the	increase	in	rental	and management	expense.

Rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2007	was	$1,030.8	million,	an	increase	of	$115.9	million	from	the	year	ended December	31,	2006.	This	was	comprised	of	the	$120.7	million	increase	in	rental	and	management	segment	gross	margin	described	above,	net	of	an	increase	of	$4.8 million	in	selling,	general,	administrative	and	development	expenses	related	to	the	rental	and	management	segment.

Network	development	services	expense	for	the	year	ended	December	31,	2007	was	$16.2	million,	an	increase	of	$4.9	million	from	the	year	ended	December	31, 2006.	The	majority	of	the	increase	correlates	to	the	growth	in	services	performed	as	noted	above.

Depreciation,	amortization	and	accretion	expense	for	the	year	ended	December	31,	2007	was	$522.9	million,	a	decrease	of	$5.1	million	from	the	year	ended December	31,	2006.	The	decrease	was	primarily	attributable	to	the	finalization	in	June	2006	of	the	purchase	price	allocation	related	to	long-lived	assets	acquired	in connection	with	the	SpectraSite	merger,	which	resulted	in	decreases	in	the	fair	values	of	certain	intangible	assets	and	changes	in	the	estimated	useful	lives	of	certain tangible	and	intangible	assets.

Selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2007	was	$186.5	million,	an	increase	of	$27.2	million	from	the	year ended	December	31,	2006.	The	increase	was	primarily	attributable	to	an	increase	of	$15.1	million	in	stock-based	compensation	expense	and	a	decrease	of	$2.3	million	in costs	associated	with	the	legal	and	governmental	proceedings	related	to	the	review	of	our	historical	stock	option	granting	practices	and	related	accounting,	and	other related	costs.	Stock-based	compensation	expense	included	$7.6	million	related	to	the	modification	of	certain	stock	option	awards	for	two	members	of	senior management	who	terminated	their	employment	during	the	year	ended	December	31,	2007.	The	remaining	$14.4	million	net	increase	was	primarily	the	result	of	increases in	employee	compensation	expenses	other	than	stock-based	compensation	expense,	primarily	related	to	administrative,	information	technology	and	business development	activities.

Impairments,	net	loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense	for	the	year	ended	December	31,	2007	was	$9.2	million,	an	increase	of $6.6	million	from	the	year	ended	December	31,	2006.	The	increase	was	primarily	due	to	a	$3.1	million	increase	in	impairments	and	net	loss	on	sale	of	long-lived	assets.

Interest	income	for	the	year	ended	December	31,	2007	was	$10.8	million,	an	increase	of	$1.8	million	from	the	year	ended	December	31,	2006.	The	increase	was primarily	attributable	to	an	increase	in	average	interest-earning	cash	balances.

Interest	expense	for	the	year	ended	December	31,	2007	was	$235.8	million,	an	increase	of	$20.2	million	from	the	year	ended	December	31,	2006.	The	increase was	primarily	attributable	to	an	approximately	9%	increase	in	our	average	outstanding	debt,	as	a	result	of	the	debt	financing	activities	undertaken	during	the	period.

During	the	year	ended	December	31,	2007,	approximately	$89.5	million	principal	amount	of	our	3.25%	Notes	were	converted	into	shares	of	our	Common	Stock, and	we	repurchased	pursuant	to	tender	offers	approximately	$192.5	million	principal	amount	of	our	5.0%	Notes	and	$324.8	million	principal	amount	of	our	ATI	7.25% Notes.	We	also	repaid	all	amounts	outstanding	under	the	senior	secured	credit	facilities	of	SpectraSite	and	at	the	American	Tower	operating	company	level,	and	we terminated	all	commitments	thereunder.	In	addition,	we	repaid	all	amounts	outstanding	under	our	$500.0	million	senior	unsecured	term	loan	credit	facility	and terminated	the	loan.	As	a	result	of	these	transactions,	we	recorded	a	charge	of	$35.4	million	related	to	amounts	paid	in	excess	of	the	carrying	value	and	the	write-off	of related	deferred	financing	fees.

During	the	year	ended	December	31,	2006,	approximately	$45.0	million	principal	amount	of	our	3.25%	Notes	were	converted	into	shares	of	our	Common	Stock, and	we	repurchased	approximately	$74.9	million	principal	amount	of	our	ATI	7.25%	Notes	and	$23.5	million	principal	amount	of	our	5.0%	Notes.	In	addition,	on February	1,	2006,	we	redeemed	$227.7	million	aggregate	principal	amount	($162.1	million	accreted	value,	net	of	$7.0	million	fair	value	discount	allocated	to	warrants) of	our	ATI	12.25%	senior	subordinated	discount	notes	due	2008	in	accordance	with	the	indenture	at	106.125%	of	their	accreted	value	for	an	aggregate	of	$179.5	million. As	a	result	of	these	transactions,	we	recorded	a	charge	of	$27.2	million	related	to	amounts	paid	in	excess	of	the	carrying	value	and	the	write-off	of	related	deferred financing	fees.

Other	income	for	the	year	ended	December	31,	2007	was	$20.7	million,	an	increase	of	$14.1	million	from	the	year	ended	December	31,	2006.	The	increase	was primarily	attributable	to	an	increase	of	$5.5	million	of	gains	recognized	on	the	sale	of	our	common	stock	investment	in	FiberTower	Corporation	and	an	increase	of	$6.2 million	in	gains	recognized	from	the	mark	to	market	and	subsequent	settlement	of	certain	interest	rate	swap	agreements.

The	income	tax	provision	for	the	year	ended	December	31,	2007	was	$59.8	million,	as	compared	to	$41.8	million	for	the	year	ended	December	31,	2006, representing	an	increase	of	$18.0	million	from	the	prior	year	period.	The	effective	tax	rate	was	39.1%	for	the	year	ended	December	31,	2007,	as	compared	to	58.9%	for the	year	ended	December	31,	2006.

The	effective	tax	rate	on	income	from	continuing	operations	for	the	year	ended	December	31,	2007	differs	from	the	federal	statutory	rate	primarily	due	to	the reversal	of	$27.6	million	of	valuation	allowances	on	net	state	deferred	tax	assets	offset	by	a	$7.6	million	deferred	tax	liability	recorded	in	the	three	months	ended December	31,	2007	related	to	unrealized	foreign	currency	gains	on	intercompany	loans	with	our	Brazilian	subsidiary.	These	items	are	described	in	note	11	to	our consolidated	financial	statements	included	herein.	Other	differences	from	the	federal	statutory	rate	include	other	foreign	items,	settlement	of	tax	reserves,	non- deductible	stock-based	compensation	expense,	additional	tax	reserves	and	state	taxes.	The	effective	tax	rate	on	income	from	continuing	operations	for	the	year	ended December	31,	2006	differs	from	the	federal	statutory	rate	due	primarily	to	adjustments	to	foreign	items,	non-deductible	losses	on	conversions	of	our	3.25%	Notes	and state	taxes.

In	the	year	ended	December	31,	2007,	we	also	received	a	federal	income	tax	refund	from	the	IRS	of	approximately	$65.0	million,	plus	$15.0	million	in	interest. The	refund	resulted	from	claims	by	us	filed	with	the	IRS	in	June	2003	and	October	2003,	which	related	to	the	carry	back	of	net	operating	losses.

During	the	three	months	ended	December	31,	2007,	we	recorded	adjustments	to	the	income	tax	provision	for	amounts	that	should	have	been	recorded	in	prior reporting	periods.	The	adjustments	were	identified	in	connection	with	our	year-end	tax	analyses	and	audit	of	the	consolidated	financial	statements	and	relate	primarily	to our	cumulative	deferred	tax	assets	and	liabilities.	Recording	these	out-of-period	adjustments	for	the	three	months	ended	December	31,	2007	had	the	effect	of	increasing the	income	tax	provision	by	$7.9	million	and	decreasing	income	from	continuing	operations	by	approximately	$4.8	million	(inclusive	of	certain	non-tax	related adjustments).

# Loss	from	Discontinued	Operations,	Net

The	loss	from	discontinued	operations,	net	for	the	year	ended	December	31,	2007	included	$37.8	million	of	net	losses	related	to	Verestar	and	$1.4	million	in	net gains	related	to	litigation	and	insurance	settlements	that	were	settled	for	less	than	the	original	estimates.

The	loss	from	discontinued	operations	for	the	year	ended	December	31,	2007	is	primarily	due	to	the	settlement	of	the	Verestar	bankruptcy	proceedings	and	related litigation	and	the	related	tax	effects.	In	November	2007,	following	approval	by	the	bankruptcy	court,	the	Verestar	settlement	agreement	became	effective,	we	paid	the $32.0	million	settlement	amount	and	the	litigation	was	dismissed.

In	connection	with	the	approval	of	the	settlement	agreement	by	the	bankruptcy	court	and	the	dismissal	of	the	bankruptcy	proceedings	and	related	litigation,	we determined	that	the	benefits	from	certain	of	Verestar's	net	operating	losses	would	more	likely	than	not	be	recoverable	by	us.	We	had	not	previously	recorded	these	tax benefits	related	to	net	operating	losses	generated	from	the	operations	of	Verestar	and	used	by	us	because	our	ability	to	realize	such	benefits	was	potentially	impacted	by the	bankruptcy	proceedings	and	related	litigation	that	had	yet	to	be	resolved.	Accordingly,	in	November	2007,	we	recorded	$5.6	million	of	additional	tax	benefits	related to	Verestar.	We	also	recorded	a	tax	provision	of	$10.7	million	in	loss	from	discontinued	operations,	net	during	the	three	months	ended	December	31,	2007	to	write	off deferred	tax	assets	associated	with	Verestar	that	should	have	been	written	off	in	2002	and	removed	from	the	consolidated	balance	sheet	when	Verestar	was deconsolidated	upon	its	bankruptcy	filing	in	December	2003.

# Liquidity	and	Capital	Resources

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	and	equity	offerings.	As	of	December	31,	2008,	we	had	approximately	$638.2	million	of	total	liquidity,	comprised	of approximately	$143.1	million	in	cash	and	cash	equivalents	and	the	ability	to	borrow	approximately	$495.1	million	under	our	Revolving	Credit	Facility.	As	of December	31,	2008,	our	cash	and	cash	equivalents	increased	by	$110.0	million	as	compared	to	December	31,	2007.	Summary	cash	flow	information	for	the	years	ended December	31,	2008,	2007	and	2006	is	set	forth	below.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\t(used\tfor): |  |  |  |
| Operating\tactivities | $773,258 | $692,679 | $620,738 |
| Investing\tactivities | (274,940) | (186,180) | (129,112) |
| Financing\tactivities | (388,172) | (754,640) | (323,063) |
| Net\teffect\tof\tchanges\tin\texchange\trates\ton\tcash\tand\tcash\tequivalents | (192) | — | — |
| Increase\t(decrease)\tin\tcash\tand\tcash\tequivalents | $109,954 | $(248,141) | $168,563 |

We	use	our	cash	flows	to	fund	our	operations	and	investments	in	our	business,	including	tower	maintenance	and	improvements,	tower	construction	and	DAS network	installations,	and	tower	and	land	acquisitions.	During	the	years	ended	December	31,	2008	and	2007,	we	also	used	a	significant	amount	of	our	cash	flows	to	fund refinancing	and	repurchases	of	our	outstanding	indebtedness,	as	well	as	our	stock	repurchase	programs.	By	refinancing	and	repurchasing	a	portion	of	our	outstanding indebtedness,	we	improved	our	financial	position,	which	increased	our	financial	flexibility	and	our	ability	to	return	value	to	our	stockholders.	Our	significant	transactions in	2008	included	the	following:

•	 We	entered	into	a	new	$325.0	million	Term	Loan	pursuant	to	our	Revolving	Credit	Facility	and	used	the	net	proceeds,	together	with	available	cash,	to repay	$325.0	million	of	existing	indebtedness	under	the	Revolving	Credit	Facility.

•	 We	reduced	the	amount	of	indebtedness	outstanding	under	our	convertible	notes	through	conversions	of	approximately	$201.1	million	face	amount	of convertible	notes	into	shares	of	our	Common	Stock.

•	 We	repurchased	approximately	18.3	million	shares	of	our	Common	Stock	for	an	aggregate	purchase	price	of	$697.1	million,	including	commissions	and fees,	pursuant	to	our	stock	repurchase	programs.

As	of	December	31,	2008,	we	had	total	outstanding	indebtedness	of	approximately	$4.3	billion.	We	generated	sufficient	cash	flow	from	operations	to	fund	our capital	expenditures	and	cash	interest	obligations	in	2008.	We	believe	our	cash	generated	by	operations	for	the	year	ending	December	31,	2009	also	will	be	sufficient	to fund	our	capital	expenditures	and	our	cash	debt	service	(interest	and	principal	repayments)	obligations	for	2009.	During	2009,	if	the	financial	and	credit	markets improve,	we	expect	that	we	may	opportunistically	raise	additional	capital	to	fund	stock	repurchases,	repurchase	existing	debt	and	for	other	general	corporate	purposes.

# Cash	Flows	from	Operating	Activities

For	the	year	ended	December	31,	2008,	cash	provided	by	operating	activities	was	$773.3	million,	an	increase	of	approximately	$80.6	million	as	compared	to	the year	ended	December	31,	2007.	This	increase	was	primarily	attributable	to	an	increase	in	income	from	continuing	operations	of	$143.5	million	resulting	from	continued growth	in	our	rental	and	management	segment.

For	the	year	ended	December	31,	2007,	cash	provided	by	operating	activities	was	$692.7	million,	an	increase	of	approximately	$71.9	million	as	compared	to	the year	ended	December	31,	2006.	This	increase	was	primarily	attributable	to	an	increase	in	net	income	of	$28.8	million	resulting	from	the	continued	growth	of	our	rental and	management	segment	and	a	decrease	in	prepaid	and	other	assets,	which	was	partially	offset	by	a	decrease	in	non-cash	items	reflected	in	the	statement	of	operations. The	decrease	in	prepaid	and	other	assets	was	primarily	the	result	of	a	decrease	in	deferred	tax	assets.	The	decrease	in	non-cash	items	was	primarily	a	result	of	a	reduction of	approximately	$49.8	million	of	net	cash	receipts	related	to	towers	included	in	the	securitization	transaction,	which	are	classified	as	restricted	cash.

Each	of	our	rental	and	management	and	network	development	services	segments	are	expected	to	generate	cash	flows	from	operations	during	2009	in	excess	of their	cash	needs	for	operations	and	expenditures	for	tower	construction,	improvements	and	acquisitions.

# Cash	Flows	from	Investing	Activities

For	the	year	ended	December	31,	2008	cash	used	for	investing	activities	was	$274.9	million,	an	increase	of	approximately	$88.8	million	as	compared	to	the	year ended	December	31,	2007.	This	increase	was	primarily	attributable	to	increased	spending	for	the	purchase	of	property	and	equipment	and	construction	activities	and acquisitions	of	approximately	$89.1	million.	During	the	year	ended	December	31,	2008,	payments	for	purchases	of	property	and	equipment	and	construction	activities totaled	$243.5	million,	including	$105.5	million	of	capital	expenditures	related	to	the	maintenance,	improvement	and	augmentation	of	our	existing	communications sites,	$90.7	million	spent	in	connection	with	the	construction	of	676	towers	and	the	installation	of	16	in-building	DAS	networks,	$41.7	million	spent	to	acquire	land under	our	towers	that	was	subject	to	ground	agreements	(including	leases),	and	$5.6	million	spent	on	information	technology	improvements.	In	addition,	during	the	year ended	December	31,	2008,	we	spent	$42.8	million	to	acquire	269	towers.	We	plan	to	continue	to	allocate	our	available	capital	among	investment	alternatives	that	meet our	return	on	investment	criteria.	Accordingly,	we	may	continue	to	acquire	communications	sites,	acquire	land	under	our	towers,	build	or	install	new	communications sites	and	redevelop	or	improve	existing	communications	sites	when	the	expected	returns	on	such	investments	meet	our	return	on	investment	criteria.	We	expect	that	our 2009	total	capital	expenditures	will	be	between	approximately	$200.0	million	and	$230.0	million,	including	$45.0	million	for	capital	improvements	and	corporate expenditures,

between	$30.0	million	and	$35.0	million	for	the	redevelopment	of	existing	communications	sites,	between	$25.0	million	and	$30.0	million	of	ground	lease	purchases and	between	$100.0	million	and	$120.0	million	for	the	construction	of	approximately	700	to	900	new	communications	sites,	including	towers	and	DAS	networks,	and for	the	installation	of	shared	back-up	power	generators	at	certain	of	our	tower	sites.

For	the	year	ended	December	31,	2007,	cash	used	for	investing	activities	was	$186.2	million,	an	increase	of	approximately	$57.1	million	as	compared	to	the	year ended	December	31,	2006.	This	increase	was	primarily	attributable	to	increased	spending	for	the	purchase	of	property	and	equipment	and	construction	activities	and acquisitions	of	approximately	$56.9	million.	During	the	year	ended	December	31,	2007,	payments	for	purchases	of	property	and	equipment	and	construction	activities totaled	$154.4	million,	including	$66.5	million	of	capital	expenditures	related	to	the	maintenance,	improvement	and	augmentation	of	our	existing	communications	sites, $30.7	million	spent	in	connection	with	the	construction	of	152	towers	and	the	installation	of	17	in-building	DAS	networks,	$44.4	million	spent	to	acquire	land	under	our towers	that	was	subject	to	ground	agreements	(including	leases),	and	$12.7	million	spent	on	information	technology	improvements.	In	addition,	during	the	year	ended December	31,	2007,	we	spent	$36.9	million	to	acquire	293	towers	and	$7.1	million	to	acquire	the	assets	of	a	structural	analysis	engineering	firm.

# Cash	Flows	from	Financing	Activities

For	the	year	ended	December	31,	2008,	cash	used	for	financing	activities	was	$388.2	million,	a	decrease	of	approximately	$366.5	million	as	compared	to	the	year ended	December	31,	2007.	This	decrease	was	primarily	attributable	to	a	decrease	of	approximately	$928.2	million	in	purchases	of	our	Common	Stock	and	a	decrease	of $44.7	million	in	deferred	financing	costs	and	other	financing	activities.	These	decreases	were	partially	offset	by	the	absence	of	any	new	debt	issuances	during	the	year ended	December	31,	2008	as	compared	to	the	issuance	of	approximately	$2,250.0	million	in	debt	during	the	year	ended	December	31,	2007.	Borrowings	under	our credit	facilities	during	the	year	ended	December	31,	2008	were	approximately	$575.0	million,	as	compared	to	$2,175.0	million	during	the	year	ended	December	31, 2007.	The	borrowings	and	debt	issuances	were	offset	by	debt	repayments	of	approximately	$327.5	million	and	$3,612.2	million	during	the	years	ended	December	31, 2008	and	2007,	respectively.

For	the	year	ended	December	31,	2007,	cash	used	for	financing	activities	was	$754.6	million,	an	increase	of	approximately	$431.6	million	as	compared	to	the	year ended	December	31,	2006.	This	increase	was	primarily	attributable	to	an	increase	of	approximately	$3,316.5	million	in	repayments	of	notes	payable,	credit	facilities	and capital	leases	and	an	increase	of	$1,336.0	million	in	purchases	of	our	Common	Stock,	partially	offset	by	an	increase	of	$4,183.0	million	in	the	proceeds	received	as	a result	of	the	issuance	of	debt	and	drawdown	on	the	existing	credit	facilities.

Revolving	Credit	Facility.	During	the	year	ended	December	31,	2008,	we	drew	down	and	repaid	amounts	under	the	$1.25	billion	Revolving	Credit	Facility	in	the ordinary	course,	and	we	also	repaid	$325.0	million	of	borrowings	under	the	Revolving	Credit	Facility	using	net	proceeds	from	the	Term	Loan	and	available	cash.	As	of December	31,	2008,	we	had	$750.0	million	outstanding	and	the	ability	to	borrow	approximately	$495.1	million	under	the	Revolving	Credit	Facility.

The	Borrower	under	the	Revolving	Credit	Facility	is	American	Tower	Corporation.	The	Revolving	Credit	Facility	has	a	term	of	five	years	and	matures	on	June	8, 2012.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	Revolving	Credit	Facility	does	not	require	amortization of	principal	and	may	be	paid	prior	to	maturity	in	whole	or	in	part	at	our	option	without	penalty	or	premium.	The	Revolving	Credit	Facility	allows	us	to	use	borrowings for	working	capital	needs	and	other	general	corporate	purposes	of	us	and	our	subsidiaries	(including,	without	limitation,	to	refinance	or	repurchase	other	indebtedness and,	provided	certain	conditions	are	met,	to	repurchase	our	equity	securities,	in	each	case	without	additional	lender	approval).

Term	Loan.	On	March	24,	2008,	we	entered	into	the	$325.0	million	Term	Loan	pursuant	to	the	Revolving	Credit	Facility.	At	closing,	we	received	net	proceeds	of approximately	$321.7	million	from	the	Term	Loan,	which,	together	with	available	cash,	we	used	to	repay	$325.0	million	of	existing	indebtedness	under	the	Revolving Credit	Facility.	The	Term	Loan	is	governed	by	the	terms	of	the	loan	agreement	for	the	Revolving	Credit	Facility.	Consistent	with	the	terms	of	the	Revolving	Credit Facility,	the	borrower	under	the	Term	Loan	is	American	Tower	Corporation,	and	the	maturity	date	for	the	Term	Loan	is	June	8,	2012.	Any	outstanding	principal	and accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	Term	Loan	does	not	require	amortization	of	principal	and	may	be	paid	prior	to	maturity	in whole	or	in	part	at	our	option	without	penalty	or	premium.

Stock	Repurchase	Programs.	During	the	year	ended	December	31,	2008,	we	maintained	two	stock	repurchase	programs,	a	$1.5	billion	stock	repurchase	program approved	by	our	Board	of	Directors	in	February	2007	("2007	Buyback"),	which	we	ended	in	February	2008,	and	a	$1.5	billion	stock	repurchase	program	approved	by our	Board	of	Directors	in	February	2008	("2008	Buyback"),	which	remains	ongoing.	Pursuant	to	the	2007	Buyback	we	repurchased	4.3	million	shares	of	our	Common Stock	for	an	aggregate	of	$163.7	million,	including	commissions	and	fees,	during	the	three	months	ended	March	31,	2008.	Total	repurchases	under	the	2007	Buyback were	approximately	35.3	million	shares	of	Common	Stock	for	an	aggregate	purchase	price	of	$1.45	billion,	including	commissions	and	fees.	Pursuant	to	the	2008 Buyback,	we	repurchased	14.0	million	shares	of	our	Common	Stock	for	an	aggregate	of	$533.3	million,	including	commissions	and	fees,	during	the	year	ended December	31,	2008.	As	of	December	31,	2008,	we	had	repurchased	a	total	of	71.1	million	shares	of	Common	Stock	for	an	aggregate	of	$2.7	billion,	including commissions	and	fees,	pursuant	to	our	stock	repurchase	programs.

In	the	near	term,	we	expect	to	fund	any	further	repurchases	of	our	Common	Stock	through	a	combination	of	cash	on	hand,	cash	generated	by	operations	and borrowings	under	our	Revolving	Credit	Facility.	If	the	financial	and	credit	markets	improve,	we	expect	that	we	may	opportunistically	raise	additional	capital,	which	we could	then	use	to	fund	future	purchases	of	our	Common	Stock.	Purchases	under	the	2008	Buyback	are	subject	to	us	having	available	cash	to	fund	repurchases.	Under	the 2008	Buyback,	we	are	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at	prevailing	prices	as permitted	by	securities	laws	and	other	legal	requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate	repurchases,	we	purchase	our	Common	Stock pursuant	to	trading	plans	under	Rule	10b5-1	of	the	Exchange	Act,	which	allow	us	to	repurchase	shares	during	periods	when	we	otherwise	might	be	prevented	from doing	so	under	insider	trading	laws	or	because	of	self-imposed	trading	blackout	periods.

In	the	fourth	quarter	of	2008,	we	significantly	reduced	purchases	of	Common	Stock	under	our	stock	repurchase	program	based	on	the	downturn	in	the	economy and	the	disruptions	in	the	financial	and	credit	markets.	Subsequent	to	December	31,	2008,	we	repurchased	approximately	28,000	shares	of	our	Common	Stock	for	an aggregate	of	$0.8	million,	including	commissions	and	fees,	pursuant	to	the	2008	Buyback.	As	of	February	13,	2009,	we	had	repurchased	a	total	of	14.0	million	shares	of our	Common	Stock	for	an	aggregate	of	$534.1	million,	including	commissions	and	fees,	pursuant	to	the	2008	Buyback.	We	expect	to	continue	to	manage	the	pacing	of the	program	in	the	future	in	response	to	general	market	conditions	and	other	relevant	factors.

Sales	of	Equity	Securities.	We	receive	proceeds	from	sales	of	our	equity	securities	pursuant	to	our	employee	stock	purchase	plan,	upon	exercise	of	stock	options granted	under	our	equity	incentive	plans	and	upon	exercise	of	warrants	to	purchase	our	equity	securities.	For	the	year	ended	December	31,	2008,	we	received	an aggregate	of	approximately	$82.9	million	in	proceeds	from	sales	of	shares	pursuant	to	our	employee	stock	purchase	plan,	upon	exercises	of	stock	options	and	upon exercises	of	warrants.

Contractual	Obligations.	Our	contractual	obligations	relate	primarily	to	the	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	issued	in	our securitization	transaction,	borrowings	under	our	Revolving	Credit	Facility	and	Term	Loan,	our	outstanding	notes	and	our	operating	leases	related	to	the	ground	under our	towers.	The	following	table	sets	forth	information	relating	to	our	contractual	obligations	payable	in	cash	as	of	December	31,	2008	(in	thousands):

| Contractual	Obligations | 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates, |  |  |  |  |  |  |  |
| Series\t2007-1 |  |  |  |  |  | $1,750,000 | $1,750,000 |
| Revolving\tCredit\tFacility(1) |  |  |  | $750,000 |  |  | 750,000 |
| Term\tLoan\t(1) |  |  |  | 325,000 |  |  | 325,000 |
| 7.25%\tsenior\tsubordinated\tnotes |  |  | $288 |  |  |  | 288 |
| 7.50%\tsenior\tnotes |  |  |  | 225,000 |  |  | 225,000 |
| 7.125%\tsenior\tnotes |  |  |  | 500,000 |  |  | 500,000 |
| 7.00%\tsenior\tnotes |  |  |  |  |  | 500,000 | 500,000 |
| 5.0%\tconvertible\tnotes |  | $59,683 |  |  |  |  | 59,683 |
| 3.00%\tconvertible\tnotes(2) |  |  |  | 162,216 |  |  | 162,216 |
| 2.25%\tconvertible\tnotes | $44 |  |  |  |  |  | 44 |
| Long-term\tobligations,\texcluding\tcapital\tleases\tand\tother |  |  |  |  |  |  |  |
| notes\tpayable | $44 | $59,683 | $288 | $1,962,216 |  | $2,250,000 | $4,272,231 |
| Cash\tinterest\texpense(1) | 224,000 | 218,000 | 217,000 | 182,000 | $133,000 | 158,000 | 1,132,000 |
| Capital\tlease\tpayments\t(including\tinterest)\tand\tother |  |  |  |  |  |  |  |
| notes\tpayable | 5,772 | 5,469 | 4,972 | 4,812 | 4,829 | 206,570 | 232,424 |
| Total\tdebt\tservice\tobligations | $229,816 | $283,152 | $222,260 | $2,149,028 | $137,829 | $2,614,570 | $5,636,655 |
| Operating\tlease\tpayments(3) | 229,799 | 222,063 | 217,771 | 212,871 | 207,771 | 2,859,415 | 3,949,690 |
| Other\tlong-term\tliabilities(4)(5) | 164 | 182 | 187 | 193 | 198 | 214,873 | 215,797 |
| Total | $459,779 | $505,397 | $440,218 | $2,362,092 | $345,798 | $5,688,858 | $9,802,142 |

(1) The	Company	has	the	option	of	choosing	either	a	defined	base	rate	or	the	London	Interbank	Offering	Rate	("LIBOR")	as	the	applicable	base	interest	rate	for borrowings	under	the	Revolving	Credit	Facility	and	Term	Loan.	For	the	Revolving	Credit	Facility,	the	interest	rate	ranges	between	0.40%	and	1.25%	above	the applicable	LIBOR	for	LIBOR	based	borrowings	or	between	0.00%	and	0.25%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	on	our debt	ratings.	For	the	Term	Loan,	the	interest	rate	ranges	between	0.50%	and	1.50%	above	LIBOR	for	LIBOR	based	borrowings	or	between	0.00%	and	0.50% above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	on	our	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	Revolving Credit	Facility	is	required,	ranging	from	0.08%	to	0.25%	per	annum,	based	on	our	debt	ratings.	As	discussed	in	Item	7A.	"Quantitative	and	Qualitative Disclosures	About	Market	Risk,"	we	have	entered	into	swap	agreements	to	manage	exposure	to	variable	rate	interest	obligations	under	the	Revolving	Credit Facility	and	Term	Loan.	As	a	result	of	these	swap	agreements,	the	effective	weighted	average	interest	rate	in	effect	at	December	31,	2008	for	the	Revolving Credit	Facility	and	Term	Loan	was	3.20%.	For	projections	of	our	cash	interest	expense	related	to	the

Revolving	Credit	Facility	and	Term	Loan,	we	have	assumed	the	LIBOR	rate	before	the	margin,	as	defined	in	the	loan	agreement,	is	1.42%	through	its	maturity	on June	7,	2012.

(2) We	may	redeem	the	3.00%	Notes	after	August	20,	2009	at	an	initial	redemption	price	of	101.125%	of	the	principal	amount,	subject	to	a	ratable	decline	after August	15	of	the	following	year	to	100%	of	the	principal	amount	in	2012.

(3) Operating	lease	payments	include	payments	to	be	made	under	non-cancelable	initial	terms,	as	well	as	payments	for	certain	renewal	periods	at	our	option	because failure	to	renew	could	result	in	a	loss	of	the	applicable	tower	site	and	related	revenues	from	tenant	leases,	thereby	making	it	reasonably	assured	that	we	will	renew the	lease.

(4) Primarily	represents	our	asset	retirement	obligations	and	excludes	certain	other	long-term	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.

(5) Other	long-term	liabilities	exclude	$24.7	million	of	liabilities	for	unrecognized	tax	positions	and	$29.1	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.

# Refinancing	Activities

In	order	to	extend	the	maturity	dates	of	our	indebtedness,	lower	our	cost	of	debt	and	improve	our	financial	flexibility,	we	use	our	available	liquidity	and	seek	new sources	of	liquidity	to	refinance	our	outstanding	indebtedness.	During	the	year	ended	December	31,	2008,	we	entered	into	a	$325.0	million	Term	Loan	pursuant	to	the Revolving	Credit	Facility,	and	we	used	the	net	proceeds,	together	with	available	cash,	to	repay	$325.0	million	of	existing	indebtedness	under	the	Revolving	Credit Facility,	as	discussed	above.	During	the	year	ended	December	31,	2008,	we	also	reduced	the	amount	of	indebtedness	outstanding	under	our	convertible	notes	through conversions	of	notes	into	shares	of	our	Common	Stock,	and	we	sought	to	manage	our	exposure	to	variable	interest	rates	under	our	Revolving	Credit	Facility	and	Term Loan	by	entering	into	swap	agreements,	as	discussed	below.

3.25%	Convertible	Notes.	During	the	year	ended	December	31,	2008,	we	issued	approximately	1.5	million	shares	of	our	Common	Stock	upon	conversion	of approximately	$18.3	million	principal	amount	of	our	3.25%	Notes.	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.25%	Notes	are	entitled	to	receive	81.808 shares	of	Common	Stock	for	every	$1,000	principal	amount	of	notes	converted.	In	April	2008,	we	issued	approximately	1.1	million	shares	of	our	Common	Stock	upon conversion	of	approximately	$13.6	million	principal	amount	of	our	3.25%	Notes.	In	connection	with	the	conversion,	we	paid	the	holders	an	aggregate	of	approximately $0.2	million,	calculated	based	on	the	accrued	and	unpaid	interest	on	the	notes	and	the	discounted	value	of	the	future	interest	payments	on	the	notes.	In	July	2008,	we issued	a	notice	for	the	redemption	on	August	6,	2008	of	all	of	our	outstanding	3.25%	Notes.	In	accordance	with	the	conversion	provisions	of	the	3.25%	Notes	and	the indenture	for	the	3.25%	Notes,	holders	of	the	notes	had	the	right	at	any	time	until	and	including,	but	not	after,	the	close	of	business	on	August	5,	2008,	to	convert	their notes	into	shares	of	our	Common	Stock.	Holders	of	all	$4.7	million	of	the	outstanding	3.25%	Notes	converted	their	notes	into	an	aggregate	of	approximately	0.4	million shares	of	our	Common	Stock	prior	to	redemption.	As	a	result,	as	of	August	6,	2008,	none	of	the	3.25%	Notes	remained	outstanding.

3.00%	Convertible	Notes.	During	the	year	ended	December	31,	2008,	we	issued	8.9	million	shares	of	our	Common	Stock	upon	conversion	of	approximately $182.8	million	principal	amount	of	our	3.00%	Notes.	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.00%	Notes	are	entitled	to	receive	48.7805	shares	of Common	Stock	for	every	$1,000	principal	amount	of	notes	converted.	In	connection	with	the	conversions,	we	paid	such	holders	an	aggregate	of	approximately	$4.7 million,	calculated	based	on	the	discounted	value	of	the	future	interest	payments	on	the	notes.	As	of	December	31,	2008,	$162.2	million	principal	amount	of	the	3.00% Notes	remained	outstanding.

Interest	Rate	Swap	Agreements.	During	the	year	ended	December	31,	2008,	we	entered	into	twelve	additional	interest	rate	swap	agreements	to	manage	exposure	to variability	in	cash	flows	related	to	forecasted	interest	payments	under	the	Revolving	Credit	Facility	and	Term	Loan.	As	of	December	31,	2008,	we	held	fifteen	interest rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges,	and	which	have	an	aggregate	notional	amount	of	$775.0	million,	interest	rates	ranging from	2.86%	to	4.08%	and	expiration	dates	through	March	2011.

# Factors	Affecting	Sources	of	Liquidity

Internally	Generated	Funds.	Because	the	majority	of	our	tenant	leases	are	multi-year	contracts,	a	significant	majority	of	the	revenues	generated	by	our	rental	and management	segment	as	of	the	end	of	2008	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	is	dependent	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	Agreement	Relating	to	Revolving	Credit	Facility	and	Term	Loan.	The	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan contains	certain	financial	ratios	and	operating	covenants	and	other	restrictions	applicable	to	us	and	all	of	our	subsidiaries	designated	as	restricted	subsidiaries	on	a consolidated	basis.	These	include	limitations	on	additional	debt,	distributions	and	dividends,	guaranties,	sales	of	assets	and	liens,	as	well	as	the	following	three	financial maintenance	tests:

•a	consolidated	total	leverage	ratio	(Total	Debt	to	Adjusted	EBITDA)	of	not	greater	than	6.00	to	1.00;

•a	consolidated	senior	secured	leverage	ratio	(Senior	Secured	Debt	to	Adjusted	EBITDA)	of	not	greater	than	3.00	to	1.00;	and

•an	interest	coverage	ratio	(Adjusted	EBITDA	to	Interest	Expense)	of	not	less	than	2.50	to	1.00.

As	of	December	31,	2008,	we	were	in	compliance	with	each	of	the	foregoing	financial	tests.

The	loan	agreement	also	contains	reporting	and	information	covenants	that	require	us	to	provide	financial	and	operating	information	within	certain	time	periods. If	we	are	unable	to	timely	provide	the	required	information,	we	would	be	in	breach	of	these	covenants.	Any	failure	to	comply	with	the	financial	maintenance	tests	and operating	covenants	of	the	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan	would	not	only	prevent	us	from	being	able	to	borrow	additional	funds	under the	facility,	but	would	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.

Restrictions	Under	Loan	Agreement	Relating	to	Securitization	Transaction.	The	loan	agreement	related	to	the	securitization	transaction	includes	operating covenants	and	other	restrictions	customary	for	loans	subject	to	rated	securitizations.	Among	other	things,	our	two	special	purpose	subsidiaries	that	are	borrowers	are prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets.	The	organizational	documents	of	the	borrowers	contain	provisions consistent	with	rating	agency	securitization	criteria	for	special

purpose	entities,	including	the	requirement	that	the	borrowers	maintain	at	least	two	independent	directors.	The	loan	agreement	also	contains	certain	covenants	that require	the	borrowers	to	provide	the	trustee	with	regular	financial	reports	and	operating	budgets,	promptly	notify	the	trustee	of	events	of	default	and	material	breaches under	the	loan	agreement	and	other	agreements	related	to	the	towers	subject	to	the	securitization	transaction,	and	allow	the	trustee	reasonable	access	to	the	towers, including	the	right	to	conduct	site	investigations.

Failure	to	comply	with	the	covenants	in	the	loan	agreement	related	to	the	securitization	transaction	could	prevent	the	borrowers	from	taking	certain	actions	with respect	to	the	towers,	and	could	prevent	the	borrowers	from	distributing	any	excess	cash	from	the	operation	of	the	towers	to	us.	If	the	borrowers	were	to	default	on	the loan	related	to	the	securitization	transaction,	the	trustee	could	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	the	towers	subject	to	the	securitization transaction,	in	which	case	we	could	lose	the	towers	and	the	revenue	associated	with	the	towers.

Restrictions	Under	Notes	Indentures.	The	indentures	governing	the	terms	of	our	7.50%	Notes	and	7.125%	Notes	also	contain	certain	restrictive	covenants	with which	we	and	the	restricted	subsidiaries	under	these	indentures	must	comply.	These	include	restrictions	on	our	ability	to	incur	additional	debt,	guarantee	debt,	pay dividends	and	make	other	distributions	and	make	certain	investments.	With	the	exception	of	SpectraSite	and	its	subsidiaries,	most	of	our	operating	subsidiaries	are designated	as	restricted	subsidiaries	under	these	note	indentures.	This	means,	among	other	things,	that	those	subsidiaries,	like	American	Tower	Corporation	itself,	are subject	to	those	indentures'	restrictions	on	the	amount	of	cash	that	they	can	distribute	to	unrestricted	subsidiaries	or	otherwise	pay	out	of	the	restricted	group.	In addition,	certain	of	SpectraSite's	subsidiaries	are	subject	to	restrictions	on	the	amount	of	cash	that	they	can	distribute	to	us	under	the	loan	agreement	for	the securitization	transaction,	as	discussed	above.	Any	failure	to	comply	with	these	covenants	would	constitute	a	default.	Specifically,	these	indentures	restrict	us	from incurring	additional	debt	or	issuing	certain	types	of	preferred	stock	unless	our	consolidated	debt	is	not	greater	than	7.5	times	our	adjusted	consolidated	cash	flow.	The indentures	also	contain	reporting	and	information	covenants	that	require	us	to	provide	financial	and	operating	information	within	certain	time	periods.	If	we	are	unable to	timely	provide	the	required	information,	we	would	be	in	breach	of	these	covenants.

If	a	default	occurred	under	the	loan	agreement	related	to	the	securitization	transaction,	the	loan	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan	or	the indentures	for	our	other	debt	securities,	the	maturity	dates	for	our	outstanding	debt	could	be	accelerated,	and	we	likely	would	be	prohibited	from	making	additional borrowings	under	the	Revolving	Credit	Facility	until	we	cured	the	default.	If	this	were	to	occur,	we	would	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	agreement	for	the	Revolving	Credit	Facility	and	Term	Loan	and	our	ability	to	fund	our	debt	service	obligations.	Based	upon	our	current	expectations,	we believe	our	operating	results	will	be	sufficient	to	comply	with	these	covenants.

As	of	December	31,	2008,	our	annual	consolidated	cash	debt	service	obligations	(principal	and	interest)	for	each	of	the	next	five	years	and	thereafter	are approximately:	$229.8	million,	$283.2	million,	$222.3	million,	$2.2	billion,	$137.8	million	and	$2.6	billion,	respectively.	In	addition,	as	a	holding	company,	we	depend on	distributions	from	our	operating	subsidiaries	or	funds	raised	through	credit	facilities	and	debt	and	equity	offerings	to	fund	our	debt	obligations.	Although	the agreements	governing	the	terms	of	the	loan	agreement	related	to	the	securitization	transaction	permit	certain	of	SpectraSite's	subsidiaries	to	make	distributions	to	us, such	terms	also	significantly	limit	their	ability	to	distribute	cash	to	us.	Accordingly,	if	we	do	not	receive	sufficient	funds	from	our	subsidiaries	to	meet	our	debt	service obligations,	we	may	be	required	to	refinance	or	renegotiate	the	terms	of	our	debt,	and	there	is	no	assurance	we	will	succeed	in	such	efforts.

Our	ability	to	make	scheduled	payments	of	principal	and	interest	on	our	debt	obligations	will	depend	on	our	future	financial	performance,	which	is	subject	to many	factors	beyond	our	control,	as	outlined	above	in	Item	1A

of	this	Annual	Report	under	the	caption	"Risk	Factors."	In	addition,	our	ability	to	raise	capital	in	the	future	may	depend	on	our	credit	ratings	from	commercial	rating agencies,	which	are	dependent	on	our	expected	financial	performance,	the	liquidity	factors	discussed	above,	and	the	rating	agencies'	outlook	for	our	industry.	There	can be	no	assurance	that	we	will	be	able	to	complete	such	financings	or,	if	such	financings	are	completed,	that	the	terms	will	be	commercially	reasonable,	particularly	in	light of	the	recent	downturn	in	the	economy	and	the	disruptions	in	the	financial	and	credit	markets.

# 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	generally	accepted	accounting	principles	in	the	United	States.	The	preparation	of	these	financial	statements	requires	us	to	make	estimates and	judgments	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,	including	those	related	to	income	taxes,	asset	retirement	obligations,	stock-based	compensation,	impairment	of	assets, revenue	recognition	and	estimated	useful	lives	of	assets.	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	values	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,	2008.	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.	In	many cases,	the	accounting	treatment	of	a	particular	transaction	is	specifically	dictated	by	generally	accepted	accounting	principles,	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.	For	a discussion	of	our	other	accounting	policies,	see	note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report,	beginning	on	page	F-7.

•Income	Taxes.	We	recognize	tax	liabilities	in	accordance	with	FIN	48,	and	we	adjust	these	liabilities	when	our	judgment	changes	as	a	result	of	the evaluation	of	new	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	they	are	determined.

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,	or	if	the	applicable	statute	of	limitations	lapses.	We	believe	that	the	amount	of	the	change	could	range	from	zero	to $10.0	million.	As	of	December	31,	2008,	we	have	classified	approximately	$24.7	million	as	other	long-term	liabilities	in	the	consolidated	balance	sheet. We	also	classified	approximately	$29.1	million	of	accrued	income	tax-related	interest	and	penalties	as	other	long-term	liabilities	in	the	consolidated balance	sheet	as	of	December	31,	2008.

SFAS	No.	109	"Accounting	For	Income	Taxes,"	requires	that	companies	record	a	valuation	allowance	when	it	is	"more	likely	than	not	that	some portion	or	all	of	the	deferred	tax	assets	will	not	be	realized."	We	periodically	review	our	deferred	tax	assets,	and	we	record	a	valuation	allowance	to	reduce our	net	deferred	tax	asset	to	the	amount	that	management	believes	is	more	likely	than	not	to	be	realized.	As	of	December	31,	2008,	we	have	provided	a valuation	allowance	of	approximately	$47.4	million	which	primarily	relates	to	state	net	operating	loss	carryforwards,	equity	investments	and	foreign	items. We	have	not	provided	a	valuation	allowance	for	the	remaining	deferred	tax	assets,	primarily	our	federal	net	operating	loss	carryforwards,	as	we	believe	that we	will	have	sufficient	taxable	income	to	realize	these	federal	net	operating	loss	carryforwards	during	the	twenty-year	tax

carryforward	period.	Valuation	allowances	may	be	reversed	if	related	deferred	tax	assets	are	deemed	realizable	based	on	changes	in	facts	and circumstances	relevant	to	the	assets'	recoverability.

The	recoverability	of	our	remaining	net	deferred	tax	asset	has	been	assessed	utilizing	projections	based	on	our	current	operations.	The	projections show	a	significant	decrease	in	depreciation	in	the	later	years	of	the	carryforward	period	as	a	result	of	a	significant	portion	of	our	assets	being	fully depreciated	during	the	first	fifteen	years	of	the	carryforward	period.	Accordingly,	the	recoverability	of	our	net	deferred	tax	asset	is	not	dependent	on material	improvements	to	operations,	material	asset	sales	or	other	non-routine	transactions.	Based	on	our	current	outlook	of	future	taxable	income	during the	carryforward	period,	management	believes	that	our	net	deferred	tax	asset	will	be	realized.	The	realization	of	our	deferred	tax	assets	will	be	dependent upon	our	ability	to	generate	approximately	$1.4	billion	and	$1.3	billion	in	federal	and	state	taxable	income,	respectively,	from	January	1,	2009	to December	31,	2028.	If	we	are	unable	to	generate	sufficient	taxable	income	in	the	future	or	carry	back	losses	as	described	above,	we	will	be	required	to reduce	our	net	deferred	tax	asset	through	a	charge	to	income	tax	expense.

Changes	in	tax	laws	and	rates	could	also	affect	recorded	deferred	tax	assets	and	liabilities	in	the	future.	Management	is	not	aware	of	any	such changes	that	would	have	a	material	effect	on	our	consolidated	results	of	operations,	cash	flows	or	financial	position.

The	calculation	of	our	tax	liabilities	involves	dealing	with	uncertainties	in	the	application	of	complex	tax	laws	and	regulations	in	a	multitude	of jurisdictions	across	our	international	operations.

From	time	to	time,	we	are	subject	to	examination	by	various	tax	authorities	in	jurisdictions	in	which	we	have	significant	business	operations,	and	we regularly	assess	the	likelihood	of	additional	assessments	in	each	of	the	tax	jurisdictions	resulting	from	these	examinations.	We	believe	that	adequate provisions	have	been	made	for	income	taxes	for	all	periods	through	December	31,	2008.

As	described	in	note	1	to	the	consolidated	financial	statements,	in	April	2008,	Verestar's	plan	of	liquidation	was	approved	by	the	bankruptcy	court and	in	December	2008,	Verestar	was	liquidated.	As	a	result,	we	recorded	an	income	tax	benefit	of	$110.1	million	related	to	losses	associated	with	our investment	in	Verestar	as	income	from	discontinued	operations	during	the	year	ended	December	31,	2008.

•Asset	Retirement	Obligations.	We	comply	with	the	provisions	of	SFAS	No.	143,	"Accounting	for	Asset	Retirement	Obligations"	("SFAS	No.	143")	and	the provisions	of	FASB	Interpretation	No.	47	"Accounting	for	Conditional	Asset	Retirement	Obligations"	("FIN	47").	Both	pronouncements	address	the financial	accounting	and	reporting	requirements	for	conditional	obligations	associated	with	our	legal	obligation	to	retire	tangible	long-lived	assets	and	the related	asset	retirement	costs,	principally	obligations	to	remediate	leased	land	on	which	certain	of	our	tower	assets	are	located.	Under	these	accounting principles,	we	recognize	asset	retirement	obligations	in	the	period	in	which	they	are	incurred,	if	a	reasonable	estimate	of	a	fair	value	can	be	made,	and	we accrete	such	liability	through	the	obligation's	estimated	settlement	date.	The	associated	retirement	costs	are	capitalized	as	part	of	the	carrying	amount	of	the related	tower	fixed	assets	and	depreciated	over	their	estimated	useful	life.

During	the	years	ended	December	31,	2008	and	2007,	we	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation, which	resulted	in	a	net	increase	in	the	estimated	obligation	of	$13.0	million	and	a	net	decrease	in	the	estimated	obligation	of	$3.8	million,	respectively.	The increase	in	2008	primarily	resulted	from	changes	in	timing	of	certain	settlement	date	assumptions,	and	the	purchase	of	land	underlying	ground	leases.	Fair value	estimates	of	liabilities	for	asset	retirement	obligations	generally	involve	discounted	future	cash	flows,	and	periodic	accretion	of	such	liabilities	due	to the	passage	of	time	is	recorded	as	an	operating	expense.	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.

•Stock-Based	Compensation.	We	account	for	stock-based	compensation	in	accordance	with	the	provisions	of	SFAS	No.	123	(revised	2004),	"Share-Based Payment,"	("SFAS	No.	123R")	and	related	pronouncements,	which	requires	the	measurement	and	recognition	of	compensation	expense	for	all	share-based payment	awards	made	to	employees	and	directors,	including	stock	options,	restricted	stock	units	and	employee	stock	purchases	under	employee	stock purchase	plans.	Under	the	fair	value	recognition	provisions	of	SFAS	No.	123R,	stock-based	compensation	cost	is	measured	at	the	accounting	measurement date	based	on	the	fair	value	of	the	award	and	is	recognized	as	expense	over	the	service	period,	which	generally	represents	the	vesting	period.	The	expense recognized	over	the	service	period	is	required	to	include	an	estimate	of	the	awards	that	will	be	forfeited.	Under	SFAS	No.	123R,	the	fair	value	of	a	stock option	is	determined	using	a	Black-Scholes	option-pricing	model	that	takes	into	account	the	stock	price	at	the	accounting	measurement	date,	the	exercise price,	the	expected	life	of	the	option,	the	volatility	of	the	underlying	stock	and	its	expected	dividends,	and	the	risk-free	interest	rate	over	the	expected	life	of the	option.	These	assumptions	are	highly	subjective	and	changes	in	them	could	significantly	impact	the	value	of	the	option	and	hence	the	compensation expense.	Under	SFAS	No.	123R,	the	fair	value	of	restricted	stock	units	is	based	on	the	fair	value	of	our	Common	Stock	on	the	grant	date.

# •Impairment	of	Assets.

Assets	Subject	to	Depreciation	and	Amortization	and	Non-Core	Long-Lived	Assets	Held	for	Sale:	We	review	long-lived	assets,	including intangibles,	for	impairment	whenever	events,	changes	in	circumstances	or	our	review	of	our	tower	portfolio	indicate	that	the	carrying	amount	of	an	asset may	not	be	recoverable.	Our	tower	portfolio	review	includes	sites	for	which	we	have	no	current	tenant	leases	and	towers	for	which	expenses	exceed revenues.	We	assess	recoverability	by	determining	whether	the	net	book	value	of	the	related	assets	will	be	recovered	through	projected	undiscounted	cash flows	or	anticipated	proceeds	from	sales	of	the	assets.	If	we	determine	that	the	carrying	value	of	an	asset	may	not	be	recoverable,	we	will	measure	any impairment	based	on	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset	or	available	market	information	relative	to	the	asset's	fair market	value	as	compared	to	its	carrying	value.	We	record	any	related	impairment	losses	in	the	period	in	which	we	identify	such	impairment.	We	also review	the	carrying	value	of	assets	held	for	sale	for	impairment	based	on	management's	best	estimate	of	the	anticipated	net	proceeds	expected	to	be received	upon	final	disposition.	We	record	any	impairment	charges	or	estimated	losses	on	disposal	in	the	period	in	which	we	identify	such	impairment	or loss.

Goodwill—Assets	Not	Subject	to	Amortization:	We	perform	our	annual	goodwill	impairment	test	each	year	and	when	events	or	circumstances indicate	that	the	asset	might	be	impaired.	In	December	2008,	2007	and	2006,	we	completed	our	annual	impairment	testing	related	to	the	goodwill	of	our rental	and	management	segment	and	determined	that	goodwill	was	not	impaired.	Fair	value	estimates	are	based	on	our	historical	and	projected	operating results	and	market	information,	changes	to	which	could	affect	those	fair	value	estimates.

•Revenue	Recognition.	Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned,	regardless of	whether	the	payments	from	the	customer	are	received	in	equal	monthly	amounts.	Fixed	escalation	clauses	present	in	non-cancelable	lease	agreements, excluding	those	tied	to	the	Consumer	Price	Index	or	other	inflation-based	indices,	and	other	incentives	present	in	lease	agreements	with	our	customers	are recognized	on	a	straight-line	basis	over	the	terms	of	the	applicable	leases.	Straight-line	revenues	for	the	years	ended	December	31,	2008,	2007	and	2006 approximated	$50.4	million,	$69.7	million	and	$58.3	million,	respectively.	Amounts	billed	up-front	for	certain	services	provided	in	connection	with	the execution	of	lease	agreements	are	initially	deferred	and	recognized	as	revenue	over	the	terms	of	the	applicable	leases.	Amounts	billed	or

received	prior	to	being	earned	are	deferred	and	reflected	in	unearned	revenue	in	the	consolidated	balance	sheets	until	the	earnings	process	is	complete.

•Estimated	Useful	Lives	of	Assets.	As	described	in	note	2	to	our	consolidated	financial	statements	included	herein,	during	the	year	ended	December	31,	2007 we	undertook	a	review	of	the	estimated	useful	lives	of	our	tower	assets	to	determine	if	we	should	modify	our	estimates	for	asset	lives	based	on	our historical	operating	experience.	We	completed	the	review	of	the	estimated	useful	lives	of	our	tower	assets	in	the	first	quarter	of	2008.	Based	on	this	review, we	revised	the	estimated	useful	lives	of	our	towers	and	certain	related	intangible	assets	from	our	historical	estimate	of	15	years	to	a	revised	estimate	of	20 years,	effective	January	1,	2008.	We	accounted	for	the	change	in	estimated	useful	lives	as	a	change	in	estimate	under	Statement	of	Financial	Accounting Standards	(SFAS)	No.	154	"Accounting	Changes	and	Error	Corrections."	The	impact	of	the	change	in	estimate	was	accounted	for	prospectively	effective January	1,	2008.	For	the	year	ended	December	31,	2008,	the	change	resulted	in	a	reduction	in	depreciation	and	amortization	expense	of	approximately $121.2	million	and	an	increase	in	net	income	of	approximately	$74.4	million.

# Recent	Accounting	Pronouncements

In	February	2007,	the	FASB	issued	SFAS	No.	159	"The	Fair	Value	Option	for	Financial	Assets	and	Liabilities—Including	an	amendment	of	FASB	Statement No.	115"	(SFAS	No.	159).	This	statement	provides	companies	with	an	option	to	report	selected	financial	assets	and	liabilities	at	fair	value	and	establishes	presentation and	disclosure	requirements	designed	to	facilitate	comparisons	between	companies	that	choose	different	measurement	attributes	for	similar	types	of	assets	and	liabilities. SFAS	No.	159	was	effective	for	us	as	of	January	1,	2008.	We	have	not	elected	the	fair	value	option	allowed	under	SFAS	No.	159.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	"Business	Combinations"	(SFAS	No.	141R).	SFAS	No.	141R	establishes	principles	and requirements	for	how	an	acquirer	recognizes	and	measures	in	its	financial	statements	the	identifiable	assets	acquired,	the	liabilities	assumed,	any	noncontrolling	interest in	the	acquiree	and	the	goodwill	acquired.	Among	other	items,	SFAS	No.	141R	changes	the	accounting	for	acquisitions	by	eliminating	the	step	acquisition	model, providing	that	contingent	consideration	be	recognized	at	the	time	of	acquisition	(instead	of	being	recognized	when	it	is	probable),	disallowing	the	capitalization	of transaction	costs,	and	changing	when	restructurings	related	to	acquisitions	can	be	recognized.	SFAS	No.	141R	also	establishes	disclosure	requirements	to	enable	the evaluation	of	the	nature	and	financial	effects	of	the	business	combination.	SFAS	No.	141R	is	effective	for	us	for	acquisitions	made	after	the	January	1,	2009	effective date.	Amounts	capitalized	in	notes	receivable	and	other	long-term	assets	as	of	December	31,	2008,	include	approximately	$1.6	million	of	transaction	costs	that	will	be expensed	upon	the	adoption	of	this	standard.

In	December	2007,	the	FASB	issued	SFAS	No.	160,	"Noncontrolling	Interests	in	Consolidated	Financial	Statements—an	amendment	of	Accounting	Research Bulletin	No.	51"	(SFAS	No.	160).	Among	other	items,	SFAS	No.	160	establishes	consolidating	parties	other	than	the	parent,	the	amount	of	consolidated	net	income attributable	to	the	parent	and	to	the	noncontrolling	interest,	changes	in	a	parent's	ownership	interest,	and	the	valuation	of	retained	noncontrolling	equity	investments when	a	subsidiary	is	deconsolidated.	SFAS	No.	160	also	establishes	disclosure	requirements	that	clearly	identify	and	distinguish	between	the	interests	of	the	parent	and the	interests	of	the	noncontrolling	owners.	SFAS	No.	160	is	effective	for	us	as	of	January	1,	2009.	We	are	in	the	process	of	evaluating	the	impact	the	adoption	of SFAS	No.	160	will	have	on	our	consolidated	results	of	operations	and	financial	position.

In	February	2008,	the	FASB	issued	FASB	Staff	Positions	(FSP)	157-1	and	157-2.	FSP	157-1	amends	SFAS	No.	157	to	exclude	SFAS	No.	13,	"Accounting	for Leases,"	(SFAS	No.	13)	and	its	related	interpretive	accounting	pronouncements	that	address	leasing	transactions,	while	FSP	157-2	delays	the	effective	date	of	the application	to	January	1,	2009	for	all	nonfinancial	assets	and	nonfinancial	liabilities	that	are	recognized	or	disclosed	at	fair	value	in	the	financial	statements	on	a nonrecurring	basis	(that	is,	at	least	annually).	In	October	2008,	the	FASB

issued	FSP	157-3.	FSP	157-3	clarifies	the	application	of	SFAS	No.	157	when	determining	the	fair	value	of	a	financial	asset	when	the	market	for	that	asset	is	not	currently active.	FSP	157-3	emphasizes	that	approaches	other	than	the	market	approach	to	determining	fair	value	may	be	appropriate	when	it	is	determined	that,	as	a	result	of market	inactivity,	other	valuation	approaches	are	more	representative	of	fair	value.	Other	valuation	approaches	can	involve	significant	assumptions	regarding	future	cash flows.	FSP	157-3	clarifies	that	these	assumptions	must	incorporate	adjustments	for	nonperformance	and	liquidity	risks	that	market	participants	would	consider	in	valuing the	asset	in	an	inactive	market.	FSP	157-3	emphasizes	the	existing	disclosure	requirements	under	SFAS	No.	157	regarding	significant	unobservable	inputs	(Level	3 inputs).	FSP	157-3	became	effective	on	October	10,	2008,	including	with	respect	to	prior	periods	for	which	financial	statements	have	not	been	issued.	We	did	not	elect to	early	adopt	SFAS	No.	157	for	nonrecurring	measurements	of	nonfinancial	assets	or	liabilities	as	allowed	under	FSP	FAS	157-2.

In	March	2008,	the	FASB	issued	SFAS	No.	161,	"Disclosures	about	Derivative	Instruments	and	Hedging	Activities,	an	amendment	of	FASB	Statement	No.	133" (SFAS	No.	161).	Among	other	items,	this	statement	changes	disclosure	requirements	and	requires	entities	to	provide	enhanced	disclosures	about	how	and	why	entities use	derivative	financial	instruments,	how	derivative	instruments	and	related	hedged	items	are	accounted	for	under	SFAS	No.	133	"Accounting	for	Derivative	Financial Instruments	and	Hedging	Activities"	and	related	interpretations,	and	how	derivative	instruments	and	related	hedged	items	affect	an	entity's	financial	position,	financial performance	and	cash	flows.	SFAS	No.	161	is	effective	for	us	as	of	January	1,	2009.	We	are	in	the	process	of	evaluating	the	impact	the	adoption	of	SFAS	No.	161	will have	on	our	disclosures;	however,	the	adoption	of	SFAS	No.	161	will	not	have	an	impact	on	the	determination	of	our	financial	results.

In	May	2008,	the	FASB	issued	SFAS	No.	162,	"The	Hierarchy	of	Generally	Accepted	Accounting	Principles"	(SFAS	No.	162).	This	statement	identifies	the sources	of	accounting	principles	and	the	framework	for	selecting	the	principles	used	in	preparation	of	financial	statements	that	are	presented	in	conformity	with	generally accepted	accounting	principles	in	the	United	States.	SFAS	No.	162	is	effective	for	us	60	days	following	the	SEC's	approval	of	the	Public	Company	Accounting Oversight	Board	amendments	to	AU	Section	411,	"The	Meaning	of	Present	Fairly	in	Conformity	with	Generally	Accepted	Accounting	Principles."	We	are	in	the	process of	evaluating	the	impact,	if	any,	the	adoption	of	SFAS	No.	162	will	have	on	our	consolidated	results	of	operation	and	financial	position.

# Information	Presented	Pursuant	to	the	Indentures	of	our	7.50%	Notes	and	7.125%	Notes

The	following	table	sets	forth	information	that	is	presented	solely	to	address	certain	tower	cash	flow	reporting	requirements	contained	in	the	indentures	for	our 7.50%	Notes	and	7.125%	Notes.	The	indentures	governing	our	7.50%	Notes	and	7.125%	Notes	contain	restrictive	covenants	with	which	we	and	certain	subsidiaries under	these	indentures	must	comply.	These	include	restrictions	on	our	ability	to	incur	additional	debt,	guarantee	debt,	pay	dividends	and	make	other	distributions	and make	certain	investments.	Any	failure	to	comply	with	these	covenants	would	constitute	a	default,	which	could	result	in	the	acceleration	of	the	principal	amount	and accrued	and	unpaid	interest	on	all	our	outstanding	7.50%	Notes	and	7.125%	Notes.	In	order	for	the	holders	of	these	notes	to	assess	our	compliance	with	certain	of	these covenants,	the	indentures	require	us	to	disclose	in	the	periodic	reports	we	file	with	the	SEC	our	Tower	Cash	Flow,	Adjusted	Consolidated	Cash	Flow	and	Non-Tower Cash	Flow	(each	as	defined	in	the	indentures).	Under	the	indentures,	our	ability	to	make	certain	types	of	restricted	payments	is	limited	by	the	amount	of	Adjusted Consolidated	Cash	Flow	that	we	generate,	which	is	determined	based	on	our	Tower	Cash	Flow	and	Non-Tower	Cash	Flow.	In	addition,	the	indentures	for	our	7.50% Notes	and	7.125%	Notes	restrict	us	from	incurring	additional	debt	or	issuing	certain	types	of	preferred	stock	if	on	a	pro	forma	basis	the	issuance	of	such	debt	and preferred	stock	would	cause	our	consolidated	debt	to	be	greater	than	7.5	times	our	Adjusted	Consolidated	Cash	Flow.	As	of	December	31,	2008,	the	ratio	of	our consolidated	debt	to	Adjusted	Consolidated	Cash	Flow	was	approximately	3.5.	For	more	information	about	the	restrictions	under	our	notes	indentures,	see	note	6	to	our consolidated	financial	statements	included	in	this	Annual	Report	and	the	section	entitled	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations—Liquidity	and	Capital	Resources—Factors	Affecting	Sources	of	Liquidity."

Tower	Cash	Flow,	Adjusted	Consolidated	Cash	Flow	and	Non-Tower	Cash	Flow	are	considered	non-GAAP	financial	measures.	We	are	required	to	provide	these financial	metrics	by	the	indentures	for	our	7.50%	Notes	and	7.125%	Notes,	and	we	have	included	them	below	because	we	consider	the	indentures	for	these	notes	to	be material	agreements,	the	covenants	related	to	Tower	Cash	Flow,	Adjusted	Consolidated	Cash	Flow	and	Non-Tower	Cash	Flow	to	be	material	terms	of	the	indentures, and	information	about	compliance	with	such	covenants	to	be	material	to	an	investor's	understanding	of	our	financial	results	and	the	impact	of	those	results	on	our liquidity.

The	following	table	presents	Tower	Cash	Flow,	Adjusted	Consolidated	Cash	Flow	and	Non-Tower	Cash	Flow	for	the	Company	and	its	restricted	subsidiaries,	as defined	in	the	indentures	for	the	applicable	notes	(in	thousands):

# ITEM	7A.				QUANTITATIVEAND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

We	are	exposed	to	market	risk	from	changes	in	interest	rates	on	long-term	debt	obligations.	We	attempt	to	reduce	these	risks	by	utilizing	derivative	financial instruments,	namely	interest	rate	swaps.	During	the	year	ended	December	31,	2008,	all	derivative	financial	instruments	were	used	for	purposes	other	than	trading. During	2008,	we	entered	into	twelve	additional	interest	rate	swap	agreements	and	as	of	December	31,	2008,	we	held	fifteen	interest	rate	swap	agreements	with	an aggregate	notional	amount	of	$775.0	million.

During	the	year	ended	December	31,	2008,	holders	of	$201.1	million	principal	amount	of	our	convertible	notes	converted	their	notes,	including	the	conversion	of $18.3	million	principal	amount	of	3.25%	Notes	and	$182.8	million	principal	amount	of	3.00%	Notes	into	shares	of	our	Common	Stock.	In	March	2008,	we	entered	into a	new	$325.0	million	Term	Loan,	of	which	approximately	$321.7	million	was	used,	together	with	available	cash,	to	repay	$325.0	million	of	existing	indebtedness	under the	Revolving	Credit	Facility.	As	of	December	31,	2008,	$750.0	million	was	outstanding	under	the	Revolving	Credit	Facility.

The	following	tables	provide	information	as	of	December	31,	2008	and	2007	about	our	market	risk	exposure	associated	with	changing	interest	rates.	For	long- term	debt	obligations,	the	tables	present	principal	cash	flows	by	maturity	date	and	average	interest	rates	related	to	outstanding	obligations.	For	interest	rate	caps	and swaps,	the	tables	present	notional	principal	amounts	and	weighted-average	interest	rates	by	contractual	maturity	dates.

# Principal	Payments	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates

# (In	thousands,	except	percentages)

| Long-Term	Debt | 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $1,837 | $60,989 | $1,018 | $887,822 | $646 | $2,305,054 | $3,257,366 | $2,849,261 |
| Average\tInterest\tRate(a) | 5.93% | 5.02% | 6.43% | 6.47% | 6.31% | 5.97% |  |  |
| Variable\tRate\tDebt(a) |  |  |  | $1,075,000 |  |  | $1,075,000 | $1,023,986 |

# Aggregate	Notional	Amounts	Associated	with	Interest	Rate	Swaps	in	Place

# As	of	December	31,	2008	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates

| Interest	Rate	SWAPS | 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Notional\tAmount | $150,000(b) |  |  |  |  |  | $150,000 | $(3,681) |
| Fixed\tRate\t(e) | 3.95% |  |  |  |  |  |  |  |
| Notional\tAmount |  | $100,000(c) |  |  |  |  | $100,000 | $(5,125) |
| Fixed\tRate\t(e) |  | 4.08% |  |  |  |  |  |  |
| Notional\tAmount |  |  | $525,000(d) |  |  |  | $525,000 | $(17,815) |
| Fixed\tRate\t(e) |  |  | 3.11% |  |  |  |  |  |

# Principal	Payments	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates (In	thousands,	except	percentages)

| Long-Term	Debt | 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $1,817 | $1,241 | $78,828 | $13,714 | $1,069,998 | $2,292,895 | $3,458,493 | $3,822,979 |
| Average\tInterest\tRate(a) | 5.79% | 5.78% | 4.60% | 6.28% | 5.87% | 5.97% |  |  |
| Variable\tRate\tDebt(a) |  |  |  |  | $825,000 |  | $825,000 | $814,688 |

| Interest	Rate	SWAPS | 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Notional\tAmount |  | $150,000(b) |  |  |  |  | $150,000 | $(369) |
| Fixed\tRate\t(e) |  | 3.95% |  |  |  |  |  |  |
| Notional\tAmount |  |  | $100,000(c) |  |  |  | $100,000 | $(571) |
| Fixed\tRate\t(e) |  |  | 4.08% |  |  |  |  |  |

(a) As	of	December	31,	2008,	variable	rate	debt	consists	of	our	Revolving	Credit	Facility	($750.0	million	drawn)	and	Term	Loan	($325.0	million)	included	above	based	on	the	June	8,	2012	maturity	date.	As	of December	31,	2008,	fixed	rate	debt	consists	of:	the	Certificates	issued	in	the	securitization	transaction	($1.75	billion);	2.25%	convertible	notes	due	2009	("2.25%	Notes")	($0.04	million);	the	7.125%	Notes	($500.0 million	principal	amount	due	at	maturity;	the	balance	as	of	December	31,	2008	is	$501.1	million);	the	5.0%	Notes	($59.7	million);	the	7.50%	Notes	($225.0	million);	the	ATI	7.25%	Notes	($0.3	million);	the	3.00% Notes	($162.2	million	principal	amount	due	at	maturity;	the	balance	as	of	December	31,	2008	is	$161.9	million	accreted	value);	the	7.00%	senior	notes	due	2017	("7.00	Notes")	($500.0	million)	and	other	debt	of $60.1	million.	Interest	on	the	Revolving	Credit	Facility	and	Term	Loan	is	payable	in	accordance	with	the	applicable	LIBOR	agreement	or	quarterly	and	accrues	at	our	option	either	at	LIBOR	plus	margin	(as defined)	or	the	base	rate	plus	margin	(as	defined).	The	weighted	average	interest	rate	in	effect	at	December	31,	2008	for	the	Revolving	Credit	Facility	and	Term	Loan	was	3.20%.	For	the	year	ended	December	31, 2008,	the	weighted	average	interest	rate	under	the	Revolving	Credit	Facility	and	Term	Loan	was	4.16%.

As	of	December	31,	2007,	variable	rate	debt	consists	of	our	Revolving	Credit	Facility	($825.0	million	drawn)	included	above	based	on	the	June	8,	2012	maturity	date.	As	of	December	31,	2007,	fixed	rate	debt consists	of:	the	Certificates	issued	in	the	securitization	transaction	($1.75	billion);	2.25%	Notes	($0.04	million);	the	7.125%	Notes	($500.0	million	principal	amount	due	at	maturity;	the	balance	as	of	December	31, 2007	is	$502.2	million);	the	5.0%	Notes	($59.7	million);	the	3.25%	Notes	($18.3	million);	the	7.50%	Notes	($225.0	million);	the	ATI	7.25%	Notes	($0.3	million);	the	3.00%	Notes	($345.0	million	principal	amount due	at	maturity;	the	balance	as	of	December	31,	2007	is	$344.6	million	accreted	value);	the	7.00%	Notes	($500.0	million)	and	other	debt	of	$60.2	million.	Interest	on	the	Revolving	Credit	Facility	is	payable	in accordance	with	the	applicable	LIBOR	agreement	or	quarterly	and	accrues	at	our	option	either	at	LIBOR	plus	margin	(as	defined)	or	the	base	rate	plus	margin	(as	defined).	The	weighted	average	interest	rate	in effect	at	December	31,	2007	for	the	Revolving	Credit	Facility	was	5.52%.	For	the	year	ended	December	31,	2007,	the	weighted	average	interest	rate	under	our	credit	facilities	was	6.15%.

(b) Includes	notional	amounts	of	$150.0	million	that	expire	in	December	2009.

(c) Includes	notional	amount	of	$100.0	million	that	expires	in	December	2010.

(d) Includes	notional	amounts	of	$175.0	million,	$75.0	million	and	$275.0	million	that	expire	in	January,	February,	and	March	2011,	respectively.

(e) Represents	the	weighted-average	fixed	rate	or	range	of	interest	based	on	contractual	notional	amount	as	a	percentage	of	total	notional	amounts	in	a	given	year.

Changes	in	interest	rates	can	cause	interest	charges	to	fluctuate	on	our	variable	rate	debt.	Variable	rate	debt	as	of	December	31,	2008,	after	giving	effect	to	our interest	rate	swap	agreements,	was	comprised	of	$250.0	million	under	the	Revolving	Credit	Facility	and	$50.0	million	under	the	Term	Loan.	A	10%	increase,	or approximately	32	basis	points,	in	current	interest	rates	would	have	caused	an	additional	pre-tax	charge	to	our	net	income	and	an	increase	in	our	cash	outflows	of	$1.0 million	for	the	year	ended	December	31,	2008.

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	in	connection	with	our	foreign	operations,	including	our	rental	and	management segment	divisions	in	Mexico,	Brazil	and	India.	For	the	three	months	ended	December	31,	2008,	the	remeasurement	gain	from	these	operations	approximated	$6.7 million.	For	the	year	ended	December	31,	2008,	the	remeasurement	gain	from	these	operations	approximated	$5.7	million.

As	of	December	31,	2008,	we	held	fifteen	interest	rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges,	and	which	have	an	aggregate notional	amount	of	$775.0	million,	interest	rates	ranging	from	2.86%	to	4.08%	and	expiration	dates	through	March	2011.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# ITEM	9A.				CONTROLSAND	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 on	Form	10-K.	Based	on	this	evaluation,	our	principal	executive	officer	and	principal	financial	officer	concluded	that	our	disclosure	controls	and	procedures	were effective	as	of	December		31,	2008.

# 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,	2008.	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.	Based	on	this	assessment,	management	concluded	that,	as	of	December	31,	2008,	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."

# 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,	2008,	based on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	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,	2008,	based	on	the	criteria established	in	Internal	Control	—	Integrated	Framework	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 of	the	Company	as	of	and	for	the	year	ended	December	31,	2008,	and	our	report	dated	February	26,	2009	expressed	an	unqualified	opinion	on	those	financial	statements.

/s/	DELOITTE	&	TOUCHE	LLP

# Remediation	of	Prior	Material	Weakness

As	previously	disclosed	in	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2007,	we	determined	that	as	of	December	31,	2007,	we	had	a material	weakness	in	our	internal	control	over	financial	reporting	because	we	failed	to	maintain	effective	controls	over	the	accounting	for	income	taxes	with	respect	to determining,	documenting,	tracking	and	adjusting	our	deferred	tax	assets	and	liabilities	on	a	timely	manner	basis.	During	the	three	months	ended	December	31,	2007,	we recorded	adjustments	to	the	income	tax	provision	for	amounts	that	should	have	been	recorded	in	prior	reporting	periods.	The	adjustments	were	identified	in	connection with	our	year-end	tax	analyses	and	related	primarily	to	our	cumulative	deferred	tax	assets	and	liabilities.	The	principal	components	of	the	adjustments	resulted	from	(i)	a deferred	foreign	tax	liability	from	foreign	currency	fluctuations	arising	out	of	certain	long-term	intercompany	loan	transactions	involving	our	Brazilian	subsidiary	and (ii)	changes	to	certain	deferred	tax	assets	and	liabilities,	including	those	arising	out	of	the	discontinued	operations	of	our	Verestar	subsidiary,	which	was	discontinued	in 2002,	and	deconsolidated	upon	filing	for	bankruptcy	protection	in	2003.

During	the	year	ended	December	31,	2008,	we	implemented	the	following	changes	in	our	internal	control	over	financial	reporting	that	contributed	to	the remediation	of	the	material	weakness	described	above:

•	 we	completed	an	analysis	of	our	deferred	tax	assets	and	liabilities;

•	 we	evaluated	and	improved	the	design	and	operation	of	our	income	tax	accounting	processes	and	controls,	which	has	led	to	the	implementation	of	new	and improved	processes	where	warranted;

•	 we	hired	additional,	experienced	personnel	in	the	international	tax	area	and	expanded	our	internal	and	external	technical	resources	in	the	income	tax accounting	function	to	review	our	domestic	and	foreign	transactions	and	their	related	tax	impacts;	and

•	 we	increased	the	level	of	review	and	discussion	of	significant	tax	matters	and	supporting	documentation	with	senior	financial	management.

We	have	evaluated	and	tested	the	effectiveness	of	these	controls	as	of	December	31,	2008	and	determined	that	our	previously	reported	material	weakness	has been	remediated.

# Changes	in	Internal	Control	over	Financial	Reporting

Except	as	otherwise	discussed	above,	there	have	been	no	changes	in	our	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Securities Exchange	Act	of	1934)	during	the	fiscal	quarter	ended	December	31,	2008	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	our	internal	control over	financial	reporting.

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Our	executive	officers	and	their	respective	ages	and	positions	as	of	February	13,	2009	are	set	forth	below:

James	D.	Taiclet,	Jr.	is	our	Chairman,	President	and	Chief	Executive	Officer.	Mr.	Taiclet	joined	us	in	September	2001	as	President	and	Chief	Operating	Officer and	was	named	our	Chief	Executive	Officer	in	October	2003.	Mr.	Taiclet	was	elected	to	our	Board	of	Directors	in	November	2003	and	was	named	our	Chairman	in February	2004.	Prior	to	joining	us,	Mr.	Taiclet	had	been	President	of	Honeywell	Aerospace	Services,	a	part	of	Honeywell	International,	since	March	1999.	From	March 1996	until	March	1999,	Mr.	Taiclet	served	as	Vice	President,	Engine	Services	at	Pratt	&	Whitney,	a	unit	of	United	Technologies	Corporation.	Mr.	Taiclet	was	also previously	a	consultant	at	McKinsey	&	Company,	specializing	in	telecommunications	and	aerospace.	Mr.	Taiclet	received	a	Masters	in	Public	Affairs	from	Princeton University,	where	he	was	a	Wilson	Fellow,	and	is	a	distinguished	graduate	of	the	United	States	Air	Force	Academy.

Jean	A.	Bua	is	our	Chief	Financial	Officer	and	Treasurer.	Ms.	Bua	joined	us	in	August	2005	as	Senior	Vice	President,	Finance	and	Corporate	Controller	and	was appointed	Executive	Vice	President,	Finance	and	Corporate	Controller	in	February	2007.	Ms.	Bua	was	appointed	our	Chief	Financial	Officer	and	Treasurer	in	June 2008.	Prior	to	joining	us,	since	1996,	Ms.	Bua	was	with	Iron	Mountain,	Inc.,	a	global	records	management	and	data	protection	services	company,	where	she	most recently	served	as	Senior	Vice	President,	Chief	Accounting	Officer	and	Worldwide	Controller.	From	1993	to	1996,	Ms.	Bua	was	Corporate	Controller	for	Duracraft Corporation,	an	international	consumer	products	manufacturer.	Prior	to	joining	Duracraft,	Ms.	Bua	was	Assistant	Controller	for	Keithley	Instruments,	a	high-tech hardware	and	software	company,	from	1991	to	1993.	Ms.	Bua	was	also	previously	a	management	consultant	for	Ernst	&	Young	and	an	auditor	for	KPMG.	Ms.	Bua	is	a Certified	Public	Accountant	and	holds	an	M.B.A.	degree	from	the	University	of	Rhode	Island.

Edmund	DiSanto	is	our	Executive	Vice	President,	Chief	Administrative	Officer	and	General	Counsel.	Mr.	DiSanto	joined	us	in	April	2007.	Prior	to	joining	us, 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,	and	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	his	J.D.	degree	from	Boston	College	Law	School	and	a	Bachelor	of	Science	from	Northeastern	University.

William	H.	Hess	is	our	Executive	Vice	President,	International	Operations	and	President,	Latin	America.	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	also	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.	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	his	J.D.	degree	from	Vanderbilt	University School	of	Law	and	is	a	graduate	of	Harding	University.

Steven	C.	Marshall	is	our	Executive	Vice	President,	International	Business	Development.	Mr.	Marshall	joined	us	in	November	2007.	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.	In	addition,	during	his	tenure	at	National	Grid,	as	well	as	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	earned	his	M.B.A.	degree	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,	since	1998, Mr.	Meyer	was	with	Bright	Horizons	Family	Solutions,	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	joining	Bright	Horizons,	from 1997	to	1998,	Mr.	Meyer	served	as	Director	of	Financial	Planning	and	Analysis	at	First	Security	Services	Corp.	Mr.	Meyer	earned	his	Masters	in	Finance	from	Bentley University	and	a	Bachelor	of	Science	in	Accounting	from	Marquette	University,	and	is	also	a	Certified	Public	Accountant.

Steven	J.	Moskowitz	is	our	Executive	Vice	President	and	President,	U.S.	Tower	Division.	Mr.	Moskowitz	joined	us	in	January	1998,	initially	as	a	Vice	President and	General	Manager	of	our	Northeast	Region	and	was	appointed	Executive	Vice	President,	Sales	&	Marketing,	and	Vice	President	and	General	Manager	of	our Northeast	Region	in	March	1999.	Mr.	Moskowitz	was	named	Executive	Vice	President	of	the	U.S.	Tower	Division	in	January	2002	and	named	President	in	October 2003.	Prior	to	joining	us,	Mr.	Moskowitz	had	served	as	a	Vice	President,	General	Manager	of	Eastman	Radio	Sales,	a	national	leader	in	media	sales,	since	1992.	From 1985	to	1992,	Mr.	Moskowitz	held	various	Vice	President	positions	at	Katz	Media	Group,	the	leading	broadcast	media	representation	firm	in	the	United	States. Mr.	Moskowitz	received	his	undergraduate	degree	from	Temple	University.

Amit	Sharma	is	our	Executive	Vice	President	and	President,	Asia.	Mr.	Sharma	joined	us	in	September	2007.	Prior	to	joining	us,	Mr.	Sharma	was	with	Motorola since	1992,	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.	Prior	to	joining	Motorola,	Mr.	Sharma	was	with	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	his	M.B.A.	degree	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	an	MS	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	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	hereby	incorporated	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

The	information	under	"Certain	Relationships	and	Related	Transactions"	from	the	Definitive	Proxy	Statement	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.	All	schedules	are	omitted	because	they	are	not	applicable	or	because	the	required	information	is	contained	in	the consolidated	financial	statements	or	notes	included	in	this	Annual	Report	on	Form	10-K.

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	26th	day	of	February,	2009.

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.

| Signature | Title | Date |
| :--- | :--- | :--- |
| /s/\t\t\t\tJAMES\tD.\tTAICLET,\tJR. | Chairman,\tPresident\tand\tChief\tExecutive\tOfficer | February\t26,\t2009 |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /s/\t\t\t\tJEAN\tA.\tBUA | Chief\tFinancial\tOfficer\tand\tTreasurer\t(Principal | February\t26,\t2009 |
| Jean\tA.\tBua | Financial\tOfficer) |  |
| /s/\t\t\t\tROBERT\tJ.\tMEYER,\tJR. | Senior\tVice\tPresident,\tFinance\tand\tCorporate\tController | February\t26,\t2009 |
| Robert\tJ.\tMeyer,\tJr. | (Principal\tAccounting\tOfficer) |  |
| /s/\t\t\t\tRAYMOND\tP.\tDOLAN | Director | February\t26,\t2009 |
| Raymond\tP.\tDolan |  |  |
| /s/\t\t\t\tRONALD\tM.\tDYKES | Director | February\t26,\t2009 |
| Ronald\tM.\tDykes |  |  |
| /s/\t\t\t\tCAROLYN\tF.\tKATZ | Director | February\t26,\t2009 |
| Carolyn\tF.\tKatz |  |  |
| /s/\t\t\t\tGUSTAVO\tLARA\tCANTU | Director | February\t26,\t2009 |
| Gustavo\tLara\tCantu |  |  |
| /s/\t\t\t\tJOANN\tA.\tREED | Director | February\t26,\t2009 |
| JoAnn\tA.\tReed |  |  |
| /s/\t\t\t\tPAMELA\tD.\tA.\tREEVE | Director | February\t26,\t2009 |
| Pamela\tD.\tA.\tReeve |  |  |
| /s/\t\t\t\tDAVID\tE.\tSHARBUTT | Director | February\t26,\t2009 |

# 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,	2008	and 2007,	and	the	related	consolidated	statements	of	income,	stockholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2008.	These financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	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,	2008	and 2007,	and	the	results	of	its	operations	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2008,	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.

As	discussed	in	Note	1	to	the	consolidated	financial	statements,	the	Company	adopted	the	provisions	of	Financial	Accounting	Standards	Board	(FASB) Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS	No.	109,"	as	of	January	1,	2007.

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,	2008,	based	on	the	criteria	established	in	Internal	Control—Integrated	Framework	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission,	and	our	report	dated	February	26,	2009	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial reporting.

Boston,	Massachusetts February	26,	2009

# CONSOLIDATED	BALANCE	SHEETS

# (In	thousands,	except	share	data)

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $143,077 | $33,123 |
| Restricted\tcash | 51,866 | 53,684 |
| Short-term\tinvestments\tand\tavailable-for-sale\tsecurities | 2,028 | 7,224 |
| Accounts\treceivable,\tnet\tof\tallowances | 51,313 | 40,316 |
| Prepaid\tand\tother\tcurrent\tassets | 61,415 | 71,264 |
| Deferred\tincome\ttaxes | 163,981 | 40,063 |
| Total\tcurrent\tassets | 473,680 | 245,674 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 3,022,636 | 3,045,186 |
| GOODWILL | 2,186,233 | 2,188,312 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 1,566,155 | 1,686,434 |
| DEFERRED\tINCOME\tTAXES | 381,428 | 479,854 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tLONG-TERM\tASSETS | 581,533 | 484,997 |
| TOTAL | $8,211,665 | $8,130,457 |
| LIABILITIES\tAND\tSTOCKHOLDERS'\tEQUITY |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable\tand\taccrued\texpenses | $151,985 | $175,464 |
| Accrued\tinterest | 28,635 | 33,702 |
| Current\tportion\tof\tlong-term\tobligations | 1,837 | 1,817 |
| Unearned\trevenue | 120,188 | 106,395 |
| Total\tcurrent\tliabilities | 302,645 | 317,378 |
| LONG-TERM\tOBLIGATIONS | 4,331,309 | 4,283,467 |
| OTHER\tLONG-TERM\tLIABILITIES | 583,232 | 504,178 |
| Total\tliabilities | 5,217,186 | 5,105,023 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| MINORITY\tINTEREST\tIN\tSUBSIDIARIES | 3,157 | 3,342 |
| STOCKHOLDERS'\tEQUITY: |  |  |
| and\t396,976,896\tand\t399,518,542\tshares\toutstanding,\trespectively | 4,685 | 4,527 |
| Additional\tpaid-in\tcapital | 8,109,224 | 7,772,382 |
| Accumulated\tdeficit | (2,356,127) | (2,703,373) |
| Accumulated\tother\tcomprehensive\tloss | (20,031) | (3,626) |
| Treasury\tstock\t(71,536,947\tand\t53,241,427\tshares\tat\tcost,\trespectively) | (2,746,429) | (2,047,818) |
| Total\tstockholders'\tequity | 2,991,322 | 3,022,092 |
| TOTAL | $8,211,665 | $8,130,457 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (In	thousands,	except	per	share	data)

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Rental\tand\tmanagement | $1,547,035 | $1,425,975 | $1,294,068 |
| Network\tdevelopment\tservices | 46,469 | 30,619 | 23,317 |
| Total\toperating\trevenues | 1,593,504 | 1,456,594 | 1,317,385 |
| OPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |
| Rental\tand\tmanagement | 363,024 | 343,450 | 332,246 |
| Network\tdevelopment\tservices | 26,831 | 16,172 | 11,291 |
| Depreciation,\tamortization\tand\taccretion | 405,332 | 522,928 | 528,051 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\tof\t$54,807,\t$54,603\tand\t$39,502, |  |  |  |
| respectively) | 180,374 | 186,483 | 159,324 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger\trelated\texpense | 11,189 | 9,198 | 2,572 |
| Total\toperating\texpenses | 986,750 | 1,078,231 | 1,033,484 |
| OPERATING\tINCOME | 606,754 | 378,363 | 283,901 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,489,\t$1,490\tand\t$1,491,\trespectively | 14,253 | 14,207 | 14,208 |
| Interest\tincome | 3,413 | 10,848 | 9,002 |
| Interest\texpense | (253,584) | (235,824) | (215,643) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (4,904) | (35,429) | (27,223) |
| Other\tincome | 5,988 | 20,675 | 6,619 |
| Total\tother\texpense | (234,834) | (225,523) | (213,037) |
| INCOME\tBEFORE\tINCOME\tTAXES,\tMINORITY\tINTEREST\tAND\tINCOME\tON\tEQUITY\tMETHOD\tINVESTMENTS | 371,920 | 152,840 | 70,864 |
| Income\ttax\tprovision | (135,509) | (59,809) | (41,768) |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (169) | (338) | (784) |
| Income\ton\tequity\tmethod\tinvestments | 22 | 19 | 26 |
| INCOME\tFROM\tCONTINUING\tOPERATIONS | 236,264 | 92,712 | 28,338 |
| INCOME\t(LOSS)\tFROM\tDISCONTINUED\tOPERATIONS,\tNET\tOF\tINCOME\tTAX\tBENEFIT\t(PROVISION)\tOF\t$107,914,\t$(6,191)\tand\t$444, |  |  |  |
| RESPECTIVELY | 110,982 | (36,396) | (854) |
| NET\tINCOME | $347,246 | $56,316 | $27,484 |
| NET\tINCOME\t(LOSS)\tPER\tCOMMON\tSHARE\tAMOUNTS: |  |  |  |
| BASIC: |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.60 | $0.22 | $0.06 |
| Income\t(loss)\tfrom\tdiscontinued\toperations | 0.28 | (0.09) | — |
| Net\tincome | $0.88 | $0.14 | $0.06 |
| DILUTED: |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.58 | $0.22 | $0.06 |
| Income\t(loss)\tfrom\tdiscontinued\toperations | 0.27 | (0.09) | — |
| Net\tincome | $0.84 | $0.13 | $0.06 |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING:\nBASIC | 395,947 | 413,167 | 424,525 |
| DILUTED | 418,357 | 426,079 | 436,217 |

# CONSOLIDATED	STATEMENTS	OF	STOCKHOLDERS'	EQUITY

|  | Class	A |  |  |  |  |  | Accumulated |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common\tStock | Common\tStock | Treasury\tStock | Treasury\tStock | \t\t Additional |  | Other |  | Total | Total |
|  | Issued |  |  |  | Paid-in | Unearned | Comprehensive | Accumulated | Stockholders' | Comprehensive |
|  | Shares | \t Amount | Shares | Amount | Capital | Compensation | Income\t(Loss) | Deficit | Equity | Income(Loss) |
| BALANCE,\tDECEMBER\t31,\t2005 | 415,636,595 | $4,156 | (2,981,740) | $(80,951) | $7,383,320 | $(2,497) | $(803) | $(2,761,404) | $4,541,821 |  |
| Stock\toption\tactivity | 3,884,812 | 39 |  |  | 78,610 |  |  |  | 78,649 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 14,532,874 | 145 |  |  | 220 |  |  |  | 365 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlan | 53,210 | 1 |  |  | 1,329 |  |  |  | 1,330 |  |
| Treasury\tstock\tactivity |  |  | (10,138,622) | (323,142) |  |  |  |  | (323,142) |  |
| Unearned\tcompensation—SpectraSite\tmerger |  |  |  |  | (2,497) | 2,497 |  |  |  |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | 6,457 |  | 6,457 | 6,457 |
| Net\tunrealized\tgain\ton\tavailable-for-sale\tsecurities |  |  |  |  |  |  | 13,945 |  | 13,945 | 13,945 |
| Net\trealized\tgain\ton\tavailable-for-sale\tsecurities |  |  |  |  |  |  | (3,520) |  | (3,520) | (3,520) |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 3,685,138 | 37 |  |  | 44,039 |  |  |  | 44,076 |  |
| Tax\tbenefit\tfrom\tdisposition\tof\tstock\toptions |  |  |  |  | 1,359 |  |  |  | 1,359 |  |
| Stock\toption\ttender\toffer\taccrual\tfor\tcash\tpayments |  |  |  |  | (3,908) |  |  |  | (3,908) |  |
| Net\tincome |  |  |  |  |  |  |  | 27,484 | 27,484 | 27,484 |
| Total\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | $44,366 |
| BALANCE,\tDECEMBER\t31,\t2006 | 437,792,629 | $4,378 | (13,120,362) | $(404,093) | $7,502,472 |  | $16,079 | $(2,733,920) | $4,384,916 |  |
| Stock\toption\tactivity | 7,400,667 | 74 |  |  | 182,658 |  |  |  | 182,732 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 192,054 | 2 |  |  | 290 |  |  |  | 292 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlan | 48,886 |  |  |  | 1,658 |  |  |  | 1,658 |  |
| Treasury\tstock\tactivity |  |  | (40,121,065) | (1,643,725) |  |  |  |  | (1,643,725) |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | (3,244) |  | (3,244) | (3,244) |
| Net\trealized\tloss\ton\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | (6,162) |  | (6,162) | (6,162) |
| Net\tunrealized\tloss\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax |  |  |  |  |  |  | (3,230) |  | (3,230) | (3,230) |
| Net\trealized\tgain\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax |  |  |  |  |  |  | (7,069) |  | (7,069) | (7,069) |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 7,325,733 | 73 |  |  | 88,012 |  |  |  | 88,085 |  |
| Cumulative\teffect\tof\tadoption\tof\tFIN\t48 |  |  |  |  |  |  |  | (25,769) | (25,769) |  |
| Reduction\tin\tdeferred\ttax\tasset\trelated\tto\tspin\toff\tfrom |  |  |  |  |  |  |  |  |  |  |
| American\tRadio\tSystems |  |  |  |  | (2,708) |  |  |  | (2,708) |  |
| Net\tincome |  |  |  |  |  |  |  | 56,316 | 56,316 | 56,316 |
| Total\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | $36,611 |
| BALANCE,\tDECEMBER\t31,\t2007 | 452,759,969 | $4,527 | (53,241,427) | $(2,047,818) | $7,772,382 |  | $(3,626) | $(2,703,373) | $3,022,092 |  |
| Share\tbased\tcompensation\trelated\tactivity | 4,556,143 | 46 |  |  | 136,220 |  |  |  | 136,266 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 726,911 | 7 |  |  | 502 |  |  |  | 509 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlan | 55,777 | 1 |  |  | 1,678 |  |  |  | 1,679 |  |
| Treasury\tstock\tactivity |  |  | (18,295,520) | (698,611) |  |  |  |  | (698,611) |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | (15,761) |  | (15,761) | (15,761) |
| Net\trealized\tgain\ton\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | 69 |  | 69 | 69 |
| Net\tunrealized\tloss\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax |  |  |  |  |  |  | (521) |  | (521) | (521) |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 10,415,043 | 104 |  |  | 198,442 |  |  |  | 198,546 |  |
| Foreign\tcurrency\ttranslation\tadjustment |  |  |  |  |  |  | (192) |  | (192) | (192) |
| Net\tincome |  |  |  |  |  |  |  | 347,246 | 347,246 | 347,246 |
| Total\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | $330,841 |
| BALANCE,\tDECEMBER\t31,\t2008 | 468,513,843 | $4,685 | (71,536,947) | $(2,746,429) | $8,109,224 |  | $(20,031) | $(2,356,127) | $2,991,322 |  |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

# (In	thousands)

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tPROVIDED\tBY\tOPERATING\tACTIVITIES: |  |  |  |
| Net\tincome | $347,246 | $56,316 | $27,484 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization\tand\taccretion | 405,332 | 522,928 | 528,051 |
| Stock-based\tcompensation\texpense | 54,807 | 54,603 | 39,502 |
| Income\ttaxes\trelated\tto\tdiscontinued\toperations | (107,914) | 6,191 | (444) |
| Increase\tin\trestricted\tcash | (2,048) | (49,818) | — |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | 169 | 338 | 784 |
| Loss\t(gain)\ton\tinvestments\tand\tother\tnon-cash\t(income)\texpense | 314 | (9,469) | (5,453) |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\tnon-cash\trestructuring\tand\tmerger\trelated\texpense | 11,189 | 9,214 | 2,958 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 26 | 34,826 | 27,223 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tdebt\tdiscounts\tand\tother\tnon-cash\tinterest | 9,426 | 7,789 | 9,719 |
| Provision\tfor\tlosses\ton\taccounts\treceivable | 2,557 | 2,470 | 5,175 |
| Deferred\tincome\ttaxes | 92,513 | 21,239 | 17,535 |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |
| Accounts\treceivable | (13,550) | (13,417) | (182) |
| Prepaid\tand\tother\tassets | (6,023) | 65,704 | (9,509) |
| Deferred\trent\tasset | (50,369) | (69,673) | (58,306) |
| Accounts\tpayable\tand\taccrued\texpenses | (27,374) | (7,237) | (10,620) |
| Accrued\tinterest | (5,067) | (7,617) | 3,844 |
| Unearned\trevenue | 23,929 | 19,625 | 9,114 |
| Deferred\trent\tliability | 27,618 | 26,650 | 26,811 |
| Other\tlong-term\tliabilities | 10,477 | 22,017 | 7,052 |
| Cash\tprovided\tby\toperating\tactivities | 773,258 | 692,679 | 620,738 |
| CASH\tFLOWS\tUSED\tFOR\tINVESTING\tACTIVITIES: |  |  |  |
| Payments\tfor\tpurchase\tof\tproperty\tand\tequipment\tand\tconstruction\tactivities | (243,484) | (154,381) | (127,098) |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (42,817) | (43,962) | (14,337) |
| Payments\tfor\tacquisition\tof\tminority\tinterests | — | — | (22,944) |
| Proceeds\tfrom\tsales\tof\tavailable-for-sale\tsecurities\tand\tother\tlong-term\tassets | 5,373 | 22,163 | 35,387 |
| Deposits,\trestricted\tcash,\tshort-term\tinvestments\tand\tother | 5,988 | (10,000) | (120) |
| Cash\tused\tfor\tinvesting\tactivities | (274,940) | (186,180) | (129,112) |
| CASH\tFLOWS\tUSED\tFOR\tFINANCING\tACTIVITIES: |  |  |  |
| Proceeds\tfrom\tissuance\tof\tCertificates\tin\tsecuritization\ttransaction | — | 1,750,000 | — |
| Borrowings\tunder\tcredit\tfacilities | 575,000 | 2,175,000 | 242,000 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes | — | 500,000 | — |
| Repayment\tof\tnotes\tpayable,\tcredit\tfacilities\tand\tcapital\tleases | (327,453) | (3,612,240) | (295,760) |
| Purchases\tof\tClass\tA\tcommon\tstock | (714,655) | (1,642,821) | (306,856) |
| Proceeds\tfrom\tstock\toptions,\twarrants\tand\tstock\tpurchase\tplan | 82,928 | 124,087 | 40,940 |
| Deferred\tfinancing\tcosts\tand\tother\tfinancing\tactivities | (3,992) | (48,666) | (3,387) |
| Cash\tused\tfor\tfinancing\tactivities | (388,172) | (754,640) | (323,063) |
| Net\teffect\tof\tchanges\tin\tforeign\tcurrency\texchange\trates\ton\tcash\tand\tcash\tequivalents | (192) | — | — |
| NET\tINCREASE\t(DECREASE)\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | 109,954 | (248,141) | 168,563 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tBEGINNING\tOF\tYEAR | 33,123 | 281,264 | 112,701 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tEND\tOF\tYEAR | $143,077 | $33,123 | $281,264 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	and	subsidiaries	(collectively,	ATC	or	the	Company)	is	an	independent	owner,	operator	and	developer	of	wireless	and broadcast	communications	sites	in	the	United	States,	Mexico,	Brazil	and	India.	The	Company's	primary	business	is	the	leasing	of	antenna	space	on	multi-tenant communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast	companies.	The	Company	also	manages	rooftop	and	tower	sites	for	property owners,	operates	in-building	distributed	antenna	system	(DAS)	networks,	and	provides	network	development	services	that	support	its	rental	and	management	operations and	the	addition	of	new	tenants	and	equipment	on	its	sites.

ATC	is	a	holding	company	that	conducts	its	operations	through	its	directly	and	indirectly	owned	subsidiaries.	ATC's	principal	United	States	operating	subsidiaries	are American	Towers,	Inc.	(ATI)	and	SpectraSite	Communications,	LLC	(SpectraSite).	ATC	conducts	its	international	operations	through	its	subsidiary,	American	Tower International,	Inc.,	which	in	turn	conducts	operations	through	its	various	international	operating	subsidiaries.	The	Company's	international	operations	consist	primarily of	its	operations	in	Mexico	and	Brazil,	and	also	include	operations	in	India,	which	the	Company	established	in	the	second	half	of	2007.

Principles	of	Consolidation	and	Basis	of	Presentation—The	accompanying	consolidated	financial	statements	include	the	accounts	of	the	Company	and	those	entities	in which	it	owns	greater	than	fifty	percent	of	the	entity's	voting	stock	or	membership	interests,	with	the	exception	of	Verestar,	Inc.	(Verestar),	as	discussed	below.	All intercompany	accounts	and	transactions	have	been	eliminated.

Use	of	Estimates—The	preparation	of	financial	statements	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America	(GAAP)	requires management	to	make	estimates	and	assumptions	that	affect	the	amounts	reported	in	the	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	income	taxes,	stock-based	compensation,	impairment	of	long-lived	assets	(including	goodwill),	asset	retirement	obligations, revenue	recognition	and	estimated	useful	lives	of	assets.

Concentrations	of	Credit	Risk—The	Company	is	subject	to	concentrations	of	credit	risk	related	to	its	cash	and	cash	equivalents,	notes	receivable,	trade	receivables, deferred	rent	asset	and	derivative	instruments.	The	Company	mitigates	its	risk	with	respect	to	cash	and	cash	equivalents	and	derivative	instruments	by	maintaining	its deposits	and	contracts	at	high	quality	financial	institutions	and	monitoring	the	credit	ratings	of	those	institutions.

The	Company	derives	the	largest	portion	of	its	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	customers	in	the telecommunications	industry,	and	approximately	68%	of	its	revenues	are	derived	from	six	customers	in	the	industry.	In	addition,	the	Company	has	concentrations	of credit	risk	in	certain	geographic	areas.

The	Company	mitigates	its	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively	monitoring	the	credit	worthiness	of	its	borrowers	and customers.	Accounts	receivable	are	reported	net	of	allowances	of	$11.5	million,	$8.9	million	and	$10.4	million	as	of	December	31,	2008,	2007	and	2006,	respectively. Recoveries	of	amounts	previously	charged	off	for	the	years	ended	December	31,	2008,	2007	and	2006	were	$1.7	million,	$1.7	million	and	$6.4	million,	respectively.

Foreign	Currency—The	functional	currency	of	the	Company's	foreign	subsidiaries	in	Mexico	and	Brazil	is	the	U.S.	dollar.	Monetary	assets	and	liabilities	related	to	the Company's	operations	in	Mexico	and	Brazil	are

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

remeasured	from	the	local	currency	into	U.S.	dollars	at	the	exchange	rates	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period.	Non-monetary	assets	and liabilities	are	remeasured	at	historical	exchange	rates.	Revenues	and	expenses	are	remeasured	at	average	monthly	exchange	rates.	All	remeasurement	gains	and	losses are	included	in	the	Company's	consolidated	statement	of	operations,	within	the	caption	other	income	(expense).	The	net	remeasurement	gain	for	the	years	ended December	31,	2008,	2007	and	2006	approximated	$5.7	million,	$2.7	million	and	$1.0	million,	respectively.

The	functional	currency	of	the	Company's	foreign	subsidiary	in	India	is	the	Indian	Rupee.	All	assets	and	liabilities	held	by	the	subsidiary	in	India	are	translated	into	U.S. dollars	at	the	exchange	rate	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period.	Revenues	and	expenses	are	translated	at	the	average	monthly	exchange	rates. The	cumulative	translation	effect	is	included	in	stockholders'	equity	and	as	a	component	of	comprehensive	income.

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.

Restricted	Cash—The	Company	classifies	as	restricted	cash	all	cash	pledged	as	collateral	to	secure	obligations	and	all	cash	whose	use	is	otherwise	limited	by	contractual provisions,	including	cash	on	deposit	in	reserve	accounts	relating	to	the	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	issued	in	the	Company's securitization	transaction.

Short-Term	Investments	and	Available	for	Sale	Securities—As	of	December	31,	2008,	short-term	investments	and	available-for-sale	securities	includes	government bonds	of	approximately	$2.0	million	with	original	maturities	in	excess	of	three	months	and	$0.1	million	of	available-for-sale	securities.	As	of	December	31,	2008	and 2007,	the	Company's	only	short-term	available-for-sale	security	was	common	stock	of	FiberTower	Corporation,	which	had	a	fair	value	of	approximately	$0.1	million (0.4	million	shares	of	common	stock	at	a	price	of	$0.16	per	share)	and	$0.9	million	(0.4	million	shares	of	common	stock	at	a	price	of	$2.28	per	share),	respectively.	The Company	complies	with	the	provisions	of	SFAS	No.	115	"Accounting	for	Certain	Investments	in	Debt	and	Equity	Securities"	(SFAS	No.	115),	and	investments classified	as	available-for-sale	are	carried	at	fair	value	on	the	consolidated	balance	sheet.	The	net	unrealized	gains	or	losses	on	the	available-for-sale	securities,	net	of	tax, are	reported	as	accumulated	other	comprehensive	(loss)	income,	unless	such	changes	are	deemed	other	than	temporary.	The	Company	periodically	reviews	the	value	of available-for-sale	securities	and	will	record	impairment	charges	in	the	consolidated	statement	of	operations	and	comprehensive	(loss)	income	for	any	decline	in	value	that is	determined	to	be	other-than-temporary.	The	Company	does	not	have	any	investments	classified	as	trading.

During	the	year	ended	December	31,	2007,	the	Company	sold	3.5	million	shares	of	common	stock	of	FiberTower	Corporation	for	proceeds	of	$17.1	million.	Realized gains	of	$10.9	million	are	included	in	other	income	(expense)	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.	As	of December	31,	2008,	the	unrealized	losses	included	in	other	comprehensive	(loss)	income,	net	of	taxes	totaled	$0.4	million.	As	of	December	31,	2007,	the	unrealized gains	included	in	other	comprehensive	(loss)	income,	net	of	taxes	totaled	$0.1	million.

Property	and	Equipment—Property	and	equipment	are	recorded	at	cost	or,	in	the	case	of	acquired	properties,	at	estimated	fair	value.	Cost	for	self-constructed	towers includes	direct	materials	and	labor,	indirect	costs	associated	with	construction	and	capitalized	interest.	Expenditures	for	repairs	and	maintenance	are	expensed	as incurred.	Betterments	and	improvements	that	extend	an	asset's	useful	life	or	enhance	capacity	are	capitalized.

Depreciation	is	recorded	using	the	straight-line	method	over	the	assets'	estimated	useful	lives.	Property	and	equipment	acquired	through	capital	leases	are	amortized using	the	straight-line	method	over	the	shorter	of	the

lease	term	or	the	estimated	useful	life	of	the	asset.	Towers	on	leased	land	are	depreciated	over	the	shorter	of	the	term	of	the	ground	lease	(including	renewal	options)	or the	estimated	useful	life	of	the	tower.

Towers	or	assets	acquired	through	capital	leases	are	reflected	in	property	and	equipment	at	the	present	value	of	future	minimum	lease	payments	or	the	fair	market	value of	the	leased	asset	at	the	inception	of	the	lease.	Property	and	equipment,	network	location	intangibles	and	assets	held	under	capital	lease	related	to	tower	acquisitions	are amortized	over	their	useful	lives	for	periods	up	to	twenty	years.

Goodwill	and	Other	Intangible	Assets—The	Company	complies	with	the	provisions	of	SFAS	No.	142,	"Goodwill	and	Other	Intangible	Assets"	(SFAS	No.	142)	which requires	that	goodwill	and	intangible	assets	with	indefinite	lives	no	longer	be	amortized,	but	reviewed	for	impairment	at	least	annually	or	whenever	events	or circumstances	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.	In	the	fourth	quarter	of	2008	and	2007,	the	Company	performed	its	annual	impairment	test of	the	rental	and	management	reporting	unit	that	contains	goodwill	and	determined	that	no	impairment	loss	should	be	recognized.	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.

Notes	Receivable	and	Other	Long-Term	Assets—Other	long-term	assets	primarily	represent	the	Company's	notes	receivable	from	TV	Azteca,	the	deferred	rent	asset associated	with	non-cancelable	tenant	leases	that	contain	fixed	escalation	clauses	over	the	terms	of	the	applicable	leases,	as	well	as	investments,	prepaid	ground	lease assets,	long-term	deposits,	favorable	leasehold	interests	and	other	long-term	assets.

Derivative	Financial	Instruments—The	Company	accounts	for	derivative	financial	instruments	in	accordance	with	SFAS	No.	133,	"Accounting	for	Derivative Instruments	and	Hedging	Activities,"	as	amended,	and	related	pronouncements.	All	derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value	and	assets	are reflected	in	notes	receivable	and	other	long-term	assets	and	liabilities	are	reflected	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheets.	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	accumulated	other	comprehensive	(loss) income	and	are	recognized	in	the	results	of	operations	when	the	hedged	item	affects	earnings.	Ineffective	portions	of	changes	in	the	fair	value	of	cash	flow	hedges	are recognized	in	the	results	of	operations.	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	Company	uses	derivative	financial	instruments	as	a	means	of	managing	interest-rate	risk	associated	with	its	current	debt	or	anticipated	debt	transactions	that	have	a high	probability	of	execution.	The	Company	is	exposed	to	interest	rate	risk	relating	to	variable	interest	rates	on	its	revolving	credit	facility	and	term	loan.	The	Company uses	interest	rate	swaps	as	part	of	its	overall	strategy	to	manage	the	level	of	exposure	to	the	risk	of	interest	rate	fluctuations	under	its	variable	rate	credit	facility	and	term loan.	The	interest	rate	swap	agreements	effectively	convert	the	interest	payments	for	a	portion	of	the	debt	from	floating	rate	to	fixed	rate	debt.	The	Company	also	enters into	forward	starting	interest	rate	swap	agreements	and	treasury	lock	agreements,	which	the	Company	designates	as	cash	flow	hedges,	to	manage	exposure	to	variability in	cash	flows	relating	to	forecasted	interest	payments	in	connection	with	the	likely	issuance	of	new	fixed	rate	debt.	Settlement	gains	and	losses	on	terminations	of	these forward	starting	interest	rate	swap	agreements	are	recorded	in	other	comprehensive	income	(loss),	net	of	taxes,	and	amortized	to	interest	expense	over	the	term	of	the newly	issued	debt.

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	of	hedged	items.	The	Company	does	not	hold	derivatives	for	trading	purposes.

Fair	Value	Measurements—Effective	January	1,	2008,	the	Company	adopted	Financial	Accounting	Standards	Board	(FASB)	SFAS	No.	157	"Fair	Value Measurements"	(SFAS	No.	157)	and	related	pronouncements	for	all	financial	assets	and	liabilities.	This	statement	defines	fair	value,	establishes	a	framework	for measuring	fair	value	in	GAAP	and	expands	disclosures	about	fair	value	measurements.	SFAS	No.	157	does	not	require	any	new	fair	value	measurements.	This	statement requires	quantitative	disclosures	about	fair	value	measurements	for	each	major	category	of	assets	and	liabilities	measured	at	fair	value	on	a	recurring	and	non-recurring basis	during	a	period.

The	carrying	values	of	the	Company's	financial	instruments,	with	the	exception	of	long-term	obligations,	including	current	portion,	reasonably	approximate	the	related fair	values	as	of	December	31,	2008	and	2007.	As	of	December	31,	2008,	the	carrying	amount	and	fair	value	of	long-term	obligations,	including	current	portion,	were $4.3	billion	and	$3.9	billion,	respectively.	As	of	December	31,	2007,	the	carrying	amount	and	fair	value	of	long-term	obligations,	including	current	portion,	were	$4.3 billion	and	$4.6	billion,	respectively.

Discount	and	Premium	on	Notes—The	Company	amortizes	the	discount	on	its	convertible,	senior	and	senior	subordinated	discount	notes	(including	the	allocated	fair value	of	the	related	warrants)	and	the	premium	on	its	senior	notes,	using	the	effective	interest	method	over	the	term	of	the	obligation.	Such	amortization	is	reflected	in interest	expense	in	the	accompanying	consolidated	statements	of	operations.

Asset	Retirement	Obligations—The	Company	complies	with	the	provisions	of	SFAS	No.	143,	"Accounting	for	Asset	Retirement	Obligations"	(SFAS	No.	143)	and	the provisions	of	FASB	Interpretation	No.	47	"Accounting	for	Conditional	Asset	Retirement	Obligations"	(FIN	No.	47).	Both	pronouncements	address	the	financial accounting	and	reporting	requirements	for	conditional	obligations	associated	with	the	Company's	legal	obligation	to	retire	tangible	long-lived	assets	and	the	related	asset retirement	costs.

The	fair	value	of	a	liability	for	asset	retirement	obligations	is	recognized	in	the	period	in	which	it	is	incurred	and	can	be	reasonably	estimated.	Such	asset	retirement	costs are	capitalized	as	part	of	the	carrying	amount	of	the	related	long-lived	asset	and	depreciated	over	the	asset's	estimated	useful	life.	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	recorded	as an	operating	expense.	The	Company	has	certain	legal	obligations	related	to	tower	assets	which	fall	within	the	scope	of	SFAS	No.	143	and	FIN	No.	47,	principally obligations	to	remediate	leased	land	on	which	certain	of	the	Company's	tower	assets	are	located.	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.	The	Company's	asset	retirement	obligation	is	included	in	other	long- term	liabilities	in	the	accompanying	consolidated	balance	sheets.

Income	Taxes—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	bases,	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	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.	The	Company	also

periodically	reviews	its	valuation	allowances	on	its	deferred	tax	assets	to	reduce	these	amounts	to	the	amount	that	management	believes	is	more	likely	than	not	to	be realized.

Effective	January	1,	2007,	the	Company	adopted	the	provisions	of	FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS No.	109"	(FIN	48).	In	accordance	with	the	provisions	of	FIN	48,	the	Company	classified	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	provision	for	income	taxes	and	interest	income	from	tax refunds	as	a	component	of	other	income	in	the	consolidated	statement	of	operations.

Other	Comprehensive	(Loss)	Income—Other	comprehensive	(loss)	income	refers	to	revenues,	expenses,	gains	and	losses	that	under	GAAP	are	included	in	other comprehensive	(loss)	income,	but	are	excluded	from	net	income	(loss),	as	these	amounts	are	recorded	directly	as	an	adjustment	to	stockholders'	equity,	net	of	tax.	The Company's	other	comprehensive	(loss)	income	is	comprised	of	realized	and	unrealized	gains/losses	on	derivative	cash	flow	hedges,	foreign	currency	translation	and short-term	available-for-sale	securities	as	summarized	in	the	accompanying	consolidated	statement	of	stockholders'	equity.

Sales	of	Subsidiary	Stock—The	Company	complies	with	the	provisions	of	SEC	Staff	Accounting	Bulletin	(SAB)	No.	51,	"Accounting	for	Sales	of	Stock	by	a Subsidiary"	and	records	the	difference	between	the	Company's	carrying	value	of	the	interest	in	the	subsidiary's	equity	that	was	sold	and	the	proceeds	received	for	that interest	to	additional	paid-in-capital.	The	Company	records	any	gains	or	losses	resulting	from	the	sale	of	stock	by	a	subsidiary	as	a	component	of	stockholders'	equity.

Treasury	Stock—The	Company	records	treasury	stock	purchases	under	the	cost	method,	whereby	the	purchase	price,	including	legal	costs	and	commissions,	is	recorded in	a	contra	equity	account	(treasury	stock).	The	equity	accounts	from	which	the	shares	were	originally	issued	are	not	adjusted	for	any	treasury	stock	purchases.

Revenue	Recognition—Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned.	Fixed	escalation clauses	present	in	non-cancelable	lease	agreements,	excluding	those	tied	to	the	Consumer	Price	Index	(CPI)	or	other	inflation-based	indices,	and	other	incentives	present in	lease	agreements	with	the	Company's	customers	are	recognized	on	a	straight-line	basis	over	the	terms	of	the	applicable	leases.	Straight-line	revenues	for	the	years ended	December	31,	2008,	2007	and	2006	approximated	$50.4	million,	$69.7	million	and	$58.3	million,	respectively.	The	Company's	straight-line	asset	of approximately	$329.2	million	and	$279.7	million	is	included	in	notes	receivable	and	other	long-term	assets	in	the	accompanying	consolidated	balance	sheets	as	of December	31,	2008	and	2007,	respectively.	Amounts	billed	up-front	for	certain	services	provided	in	connection	with	the	execution	of	lease	agreements	are	initially deferred	and	recognized	as	revenue	over	the	initial	terms	of	the	applicable	leases.	Amounts	billed	or	received	prior	to	being	earned	are	deferred	and	reflected	in	unearned revenue	in	the	accompanying	consolidated	balance	sheets	until	the	earnings	process	is	complete.

Network	development	services	revenues	are	derived	under	contracts	or	arrangements	with	customers	that	provide	for	billings	on	a	fixed	price	basis.	Revenues	are recognized	as	services	are	performed,	excluding	certain	fees	for	services	provided	in	connection	with	the	execution	of	lease	agreements	which	are	initially	deferred	and recognized	as	revenue	over	the	initial	terms	of	the	applicable	leases.

Rent	Expense—Many	of	the	leases	underlying	the	Company's	tower	sites	have	fixed	rent	escalators,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	by	the	Company	over	time.	The	Company	calculates	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancelable	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,	at	the inception	of	the	lease,	to	be	reasonably	assured.	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.	For	towers	with	these	types	of	tenant	leases	at	the	inception	of	the	ground	lease,	the	Company calculates	its	straight-line	ground	rent	over	the	term	of	the	ground	lease,	including	all	renewal	options	required	to	fulfill	the	tenant	lease	obligation.

Straight-line	ground	rent	expense	approximated	$27.6	million,	$26.7	million	and	$26.8	million,	for	the	years	ended	December	31,	2008,	2007	and	2006,	respectively.	In addition	to	the	straight-line	ground	rent	expense	recorded	by	the	Company,	the	Company	also	records	its	straight-line	rent	liability	in	other	long-term	liabilities	and records	prepaid	land	rent	in	prepaid	and	other	current	assets	in	the	accompanying	consolidated	balance	sheets.

Selling,	General,	Administrative	and	Development	Expense—Selling,	general	and	administrative	expense	consists	of	overhead	expenses	related	to	the	Company's	rental and	management	and	services	segments	and	corporate	overhead	costs	not	specifically	allocable	to	either	of	the	Company's	individual	business	segments.	Development expense	consists	of	uncapitalized	acquisition	costs,	costs	to	integrate	acquisitions,	costs	associated	with	new	business	initiatives	and	abandoned	acquisition	costs.

Stock-Based	Compensation—The	Company	accounts	for	stock-based	compensation	in	accordance	with	SFAS	No.	123	(revised	2004),	"Share-Based	Payment,"	(SFAS No.	123R).	Stock-based	compensation	costs	is	measured	at	the	grant	date	based	on	the	fair	value	of	the	award	and	is	recognized	as	expense	over	the	requisite	service period,	which	represents	the	vesting	period,	and	includes	an	estimate	of	awards	that	will	be	forfeited.	The	Company	calculates	the	fair	value	of	stock	options	using	the Black-Scholes	option-pricing	model	and	the	fair	value	of	restricted	stock	units	based	on	the	fair	value	at	grant	date.	The	Company's	stock-based	compensation	expense is	included	in	selling,	general,	administrative	and	development	expense.

Impairments,	Net	Loss	on	Sale	of	Long-Lived	Assets	and	Discontinued	Operations—The	Company	reviews	long-lived	assets,	including	intangibles	with	definite	lives, for	impairment	whenever	events,	changes	in	circumstances	or	the	Company's	review	of	its	tower	portfolio	indicate	that	the	carrying	amount	of	an	asset	may	not	be recoverable.	The	Company's	tower	portfolio	review	includes	sites	for	which	the	Company	has	no	current	tenant	leases	and	towers	for	which	expenses	exceed	revenues. The	Company	assesses	recoverability	by	determining	whether	the	net	book	value	of	the	related	assets	will	be	recovered,	either	through	projected	undiscounted	future cash	flows	or	anticipated	proceeds	from	sales	of	the	assets.	If	the	Company	determines	that	the	carrying	value	of	an	asset	may	not	be	recoverable,	it	measures	any impairment	based	on	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset	or	the	estimated	sale	proceeds,	as	compared	to	the	asset's	carrying	value.

The	Company	also	complies	with	the	provisions	of	SFAS	No.	144,	"Accounting	for	the	Impairment	or	Disposal	of	Long-Lived	Assets,"	(SFAS	No.	144)	regarding impairment	assessments	and	decisions	concerning	discontinued	operations.	The	Company	records	impairment	losses	in	the	period	in	which	it	identifies	such impairments.	In	December	2003,	Verestar	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws.	Under	GAAP,	consolidation	is	generally	required	for investments	of	more	than	50%	of	the	outstanding	voting	stock	of	an	investee,	except	when	control	is	not	held	by	the	majority	owner.	Under	these	rules,	legal reorganization	or	bankruptcy	represent	conditions	which	can	preclude	consolidation	in	instances	where	control	rests	with	the	bankruptcy	court,	rather	than	the	majority owner.	Accordingly,	due	to	the	bankruptcy	filing,	the	Company	ceased	to	consolidate	Verestar's	financial	results	beginning	December	22,	2003.	The	Company	has incurred	costs	and	related	tax	effects	in	connection	with	its	involvement	in	the	Verestar	bankruptcy	proceedings	and	related	litigation.	The	Company	recorded	an	income tax	benefit	of	$111.0	million	and	costs	of	$37.8	million

and	$0.9	million,	which	are	reflected	within	the	net	income	(loss)	on	disposal	of	discontinued	operations	in	the	accompanying	consolidated	statements	of	operations	for the	years	ended	December	31,	2008,	2007	and	2006,	respectively.	During	2007,	the	Company	settled	litigation	related	to	the	Verestar	bankruptcy.	In	April	2008,	the bankruptcy	court	approved	Verestar's	plan	of	liquidation	and	in	December	2008,	Verestar	was	liquidated.	As	a	result,	the	Company	recorded	an	income	tax	benefit	of $110.1	million	related	to	losses	associated	with	its	investment	in	Verestar	as	income	from	discontinued	operations	during	the	year	ended	December	31,	2008.	Income (loss)	from	discontinued	operations,	net	also	includes	$0.9	million	and	$1.4	million	in	gains,	net	of	tax,	related	to	litigation	and	insurance	settlements	that	were	settled for	less	than	the	Company's	original	estimates	for	the	years	ended	December	31,	2008	and	2007,	respectively.

Loss	on	Retirement	of	Long-Term	Obligations—Loss	on	retirement	of	long-term	obligations	primarily	includes	cash	paid	to	retire	debt	in	excess	of	its	carrying	value, cash	paid	to	holders	of	convertible	notes	in	connection	with	note	conversions,	and	non-cash	charges	related	to	the	write-off	of	deferred	financing	fees.	Loss	on retirement	of	long-term	obligations	also	includes	gains	from	repurchasing	or	refinancing	certain	of	the	Company's	debt	obligations.

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	and	litigation vary	from	estimates,	adjustments	to	those	reserves	may	be	required.	The	Company	also	incurs	legal	costs	in	connection	with	these	matters	and	accounts	for	these expenses	as	incurred,	net	of	anticipated	insurance	proceeds,	which	are	reflected	in	selling,	general,	administrative	and	development	expense	in	the	accompanying consolidated	statement	of	operations.	Legal	costs	incurred	in	connection	with	the	Company's	involvement	in	the	Verestar	bankruptcy	proceedings	are	reflected	within discontinued	operations	in	the	accompanying	consolidated	statement	of	operations.

Earnings	(Loss)	Per	Common	Share	–	Basic	and	Diluted—Basic	income	from	continuing	operations	per	common	share	for	the	years	ended	December	31,	2008,	2007 and	2006	represents	income	from	continuing	operations	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	income	from continuing	operations	per	common	share	for	the	years	ended	December	31,	2008,	2007	and	2006	represents	income	from	continuing	operations	divided	by	the	weighted average	number	of	common	shares	outstanding	during	the	period	and	any	dilutive	common	share	equivalents,	including	shares	issuable	upon	exercise	of	stock	options and	warrants	as	determined	under	the	treasury	stock	method	and	upon	conversion	of	the	Company's	convertible	notes,	as	determined	under	the	if-converted	method.

Retirement	Plan—The	Company	has	a	401(k)	plan	covering	substantially	all	employees	who	meet	certain	age	and	employment	requirements.	The	Company's	matching contribution	is	50%	up	to	a	maximum	6%	of	a	participant's	contributions.	The	Company	contributed	approximately	$1.5	million	to	the	plan	for	each	of	the	years	ended December	31,	2008,	2007	and	2006.

Recent	Accounting	Pronouncements—In	February	2007,	the	FASB	issued	SFAS	No.	159	"The	Fair	Value	Option	for	Financial	Assets	and	Liabilities—Including	an amendment	of	FASB	Statement	No.	115"	(SFAS	No.	159).	This	statement	provides	companies	with	an	option	to	report	selected	financial	assets	and	liabilities	at	fair value	and	establishes	presentation	and	disclosure	requirements	designed	to	facilitate	comparisons	between	companies	that	choose	different	measurement	attributes	for similar	types	of	assets	and	liabilities.	SFAS	No.	159	was	effective	for	the	Company	as	of	January	1,	2008.	The	Company	has	not	elected	the	fair	value	option	allowed under	SFAS	No.	159.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	"Business	Combinations"	(SFAS	No.	141R).	SFAS	No.	141R	establishes	principles	and requirements	for	how	an	acquirer	recognizes	and	measures	in	its	financial	statements	the	identifiable	assets	acquired,	the	liabilities	assumed,	any	noncontrolling	interest in	the	acquiree	and	the	goodwill	acquired.	Among	other	items,	SFAS	No.	141R	changes	the	accounting	for	acquisitions	by	eliminating	the	step	acquisition	model, providing	that	contingent	consideration	be	recognized	at	the	time	of	acquisition	(instead	of	being	recognized	when	it	is	probable),	disallowing	the	capitalization	of transaction	costs,	and	changing	when	restructurings	related	to	acquisitions	can	be	recognized.	SFAS	No.	141R	also	establishes	disclosure	requirements	to	enable	the evaluation	of	the	nature	and	financial	effects	of	the	business	combination.	SFAS	No.	141R	is	effective	for	the	Company	for	acquisitions	made	after	the	January	1,	2009 effective	date.	Amounts	capitalized	in	notes	receivable	and	other	long-term	assets	as	of	December	31,	2008,	include	approximately	$1.6	million	of	transaction	costs which	will	be	expensed	upon	the	adoption	of	this	standard.

In	December	2007,	the	FASB	issued	SFAS	No.	160,	"Noncontrolling	Interests	in	Consolidated	Financial	Statements—an	amendment	of	Accounting	Research	Bulletin No.	51"	(SFAS	No.	160).	Among	other	items,	SFAS	No.	160	establishes	consolidating	parties	other	than	the	parent,	the	amount	of	consolidated	net	income	attributable to	the	parent	and	to	the	noncontrolling	interest,	changes	in	a	parent's	ownership	interest,	and	the	valuation	of	retained	noncontrolling	equity	investments	when	a subsidiary	is	deconsolidated.	SFAS	No.	160	also	establishes	disclosure	requirements	that	clearly	identify	and	distinguish	between	the	interests	of	the	parent	and	the interests	of	the	noncontrolling	owners.	SFAS	No.	160	is	effective	for	the	Company	as	of	January	1,	2009.	The	Company	is	in	the	process	of	evaluating	the	impact	the adoption	of	SFAS	No.	160	will	have	on	its	consolidated	results	of	operations	and	financial	position.

In	February	2008,	the	FASB	issued	FASB	Staff	Positions	(FSP)	157-1	and	157-2.	FSP	157-1	amends	SFAS	No.	157	to	exclude	SFAS	No.	13,	"Accounting	for	Leases," (SFAS	No.	13)	and	its	related	interpretive	accounting	pronouncements	that	address	leasing	transactions,	while	FSP	157-2	delays	the	effective	date	of	the	application	to January	1,	2009	for	all	nonfinancial	assets	and	nonfinancial	liabilities	that	are	recognized	or	disclosed	at	fair	value	in	the	financial	statements	on	a	nonrecurring	basis (that	is,	at	least	annually).	In	October	2008,	the	FASB	issued	FSP	157-3.	FSP	157-3	clarifies	the	application	of	SFAS	No.	157	when	determining	the	fair	value	of	a financial	asset	when	the	market	for	that	asset	is	not	currently	active.	FSP	157-3	emphasizes	that	approaches	other	than	the	market	approach	to	determining	fair	value	may be	appropriate	when	it	is	determined	that,	as	a	result	of	market	inactivity,	other	valuation	approaches	are	more	representative	of	fair	value.	Other	valuation	approaches can	involve	significant	assumptions	regarding	future	cash	flows.	FSP	157-3	clarifies	that	these	assumptions	must	incorporate	adjustments	for	nonperformance	and liquidity	risks	that	market	participants	would	consider	in	valuing	the	asset	in	an	inactive	market.	FSP	157-3	emphasizes	the	existing	disclosure	requirements	under	SFAS No.	157	regarding	significant	unobservable	inputs	(Level	3	inputs).	FSP	157-3	became	effective	on	October	10,	2008,	including	with	respect	to	prior	periods	for	which financial	statements	have	not	been	issued.	The	Company	did	not	elect	to	early	adopt	SFAS	No.	157	for	nonrecurring	measurements	of	nonfinancial	assets	or	liabilities	as allowed	under	FSP	FAS	157-2.

In	March	2008,	the	FASB	issued	SFAS	No.	161,	"Disclosures	about	Derivative	Instruments	and	Hedging	Activities,	an	amendment	of	FASB	Statement	No.	133" (SFAS	No.	161).	Among	other	items,	this	statement	changes	disclosure	requirements	and	requires	entities	to	provide	enhanced	disclosures	about	how	and	why	entities use	derivative	financial	instruments,	how	derivative	instruments	and	related	hedged	items	are	accounted	for	under	SFAS	No.	133	"Accounting	for	Derivative	Financial Instruments	and	Hedging	Activities"	and	related	interpretations,	and	how	derivative	instruments	and	related	hedged	items	affect	an	entity's	financial	position,	financial performance	and	cash	flows.	SFAS	No.	161	is	effective	for	the	Company	as	of	January	1,	2009.	The	Company	is	in	the	process	of	evaluating	the	impact	the	adoption	of SFAS	No.	161	will	have	on	its	disclosures;

however,	the	adoption	of	SFAS	No.	161	will	not	have	an	impact	on	the	determination	of	the	Company's	financial	results.

In	May	2008,	the	FASB	issued	SFAS	No.	162,	"The	Hierarchy	of	Generally	Accepted	Accounting	Principles"	(SFAS	No.	162).	This	statement	identifies	the	sources	of accounting	principles	and	the	framework	for	selecting	the	principles	used	in	preparation	of	financial	statements	that	are	presented	in	conformity	with	GAAP.	SFAS No.	162	is	effective	for	the	Company	60	days	following	the	SEC's	approval	of	the	Public	Company	Accounting	Oversight	Board	amendments	to	AU	Section	411,	"The Meaning	of	Present	Fairly	in	Conformity	with	Generally	Accepted	Accounting	Principles."	The	Company	is	in	the	process	of	evaluating	the	impact,	if	any,	the	adoption of	SFAS	No.	162	will	have	on	its	consolidated	results	of	operation	and	financial	position.

# 2.				PROPERTY	AND	EQUIPMENT

Property	and	equipment	(including	assets	held	under	capital	leases)	consist	of	the	following:

|  | Lives	(1) | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  | (years) | (in\tthousands) |  |
| Towers | Up\tto\t20 | $4,353,652 | $4,240,291 |
| Equipment | \t\t3\t–\t15 | 269,338 | 235,109 |
| Buildings\tand\timprovements | 15\t–\t32 | 213,807 | 204,339 |
| Land\tand\timprovements\t(2) | 15\t–\t32 | 312,711 | 268,259 |
| Construction-in-progress |  | 63,539 | 44,031 |
| Total | Total | 5,213,047 | 4,992,029 |
| Less\taccumulated\tdepreciation\tand\tamortization | Less\taccumulated\tdepreciation\tand\tamortization | (2,190,411) | (1,946,843) |
| Property\tand\tequipment,\tnet |  | $3,022,636 | $3,045,186 |

(1) Assets	on	leased	land	are	depreciated	over	the	shorter	of	the	estimated	useful	life	of	the	asset	and	the	term	of	the	corresponding	ground	lease.

(2) Estimated	useful	lives	apply	to	land	improvements	only.

During	the	year	ended	December	31,	2007	the	Company	undertook	a	review	of	the	estimated	useful	lives	of	its	tower	assets	to	determine	if	it	should	modify	its	estimates for	asset	lives	based	on	its	historical	operating	experience.	The	Company	retained	an	independent	consultant	to	assist	it	in	completing	this	review.	Through December	31,	2007,	the	Company	depreciated	its	towers	on	a	straight-line	basis	over	the	shorter	of	the	term	of	the	underlying	ground	lease	(including	renewal	options) or	the	estimated	useful	life	of	the	tower,	which	the	Company	had	historically	estimated	to	be	15	years.	Additionally,	certain	of	the	Company's	intangible	assets	are amortized	on	a	similar	basis	to	the	tower	assets,	as	the	estimated	useful	lives	of	such	intangibles	correlate	to	the	useful	life	of	the	towers.

The	Company	completed	its	review	of	the	estimated	useful	lives	of	its	tower	assets	in	the	first	quarter	of	2008.	Based	on	this	review,	the	Company	revised	the	estimated useful	lives	of	its	towers	and	certain	related	intangible	assets	from	its	historical	estimate	of	15	years	to	a	revised	estimate	of	20	years,	effective	January	1,	2008.	The Company	accounted	for	the	change	in	estimated	useful	lives	as	a	change	in	estimate	under	Statement	of	Financial	Accounting	Standards	(SFAS)	No.	154	"Accounting Changes	and	Error	Corrections."	The	impact	of	the	change	in	estimate	was	accounted	for	prospectively	effective	January	1,	2008.	For	the	year	ended	December	31, 2008,	the	change	resulted	in	a	reduction	in	depreciation	and	amortization	expense	of	approximately	$121.2	million	and	an	increase	in	net	income	of	approximately	$74.4 million.

# 3.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

The	changes	in	the	carrying	value	of	goodwill	for	the	years	ended	December	31,	2008	and	2007	are	as	follows	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $2,188,312 | $2,189,767 |
| Net\tdecrease\tdue\tto\tadjustments\tfor\tpreviously\tcompleted\tacquisitions | (2,079) | (1,455) |
| Balance\tas\tof\tDecember\t31, | $2,186,233 | $2,188,312 |

The	Company's	other	intangible	assets	subject	to	amortization	consist	of	the	following	as	of	December	31,	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Acquired\tcustomer\tbase\tand\tnetwork\tlocation\tintangibles | $1,792,421 | $1,760,707 |
| Acquired\tcustomer\trelationship\tintangible | 775,000 | 775,000 |
| Deferred\tfinancing\tcosts | 73,993 | 75,934 |
| Acquired\tlicenses\tand\tother\tintangibles | 51,866 | 53,866 |
| Total | $2,693,280 | $2,665,507 |
| Less\taccumulated\tamortization | (1,127,125) | (979,073) |
| Other\tintangible\tassets,\tnet | $1,566,155 | $1,686,434 |

As	of	December	31,	2008,	the	weighted	average	amortization	period	of	the	Company's	intangible	assets,	excluding	the	TV	Azteca	Economic	Rights	detailed	in	note	4,	is approximately	11	years.	Amortization	of	intangible	assets	for	the	years	ended	December	31,	2008	and	2007	aggregated	approximately	$143.1	million	and	$168.1 million,	respectively	(excluding	amortization	of	deferred	financing	costs,	which	is	included	in	interest	expense).	Based	on	the	current	estimated	useful	lives,	the Company	expects	to	record	amortization	expense	(excluding	amortization	of	deferred	financing	costs)	as	follows	over	the	next	five	years	(in	thousands):

# 4.				NOTES	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.	As	of	December	31,	2008	and	2007,	approximately	$119.8	million	undiscounted	(approximately	$108.2	million	discounted) under	the	loan	was	outstanding	and	included	in	notes	receivable	and	other	long-term	assets	in	the	accompanying	consolidated	balance	sheets.	The	term	of	the	loan	is seventy	years;	however,	the	loan	may	be	prepaid	by	TV	Azteca	without	penalty	during	the	last	fifty	years	of	the	agreement.	The	discount	on	the	loan	is	being	amortized to	interest	income,	TV	Azteca,	net	of	interest	expense,	using	the	effective	interest	method	over	the	seventy-year	term	of	the	loan.

Simultaneous	with	the	signing	of	the	loan	agreement,	the	Company	also	entered	into	a	seventy	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	seventy	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	fifty	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	has	accounted	for	the	annual	payment	of	$1.5	million	as	a	capital	lease	(initially	recording	an	asset	and	a	corresponding	liability	of	approximately	$18.6 million).	The	capital	lease	asset	and	the	discount	on	the	note,	which	aggregate	approximately	$30.2	million,	represent	the	cost	to	acquire	the	Economic	Rights,	which	are recorded	as	an	intangible	asset	and	are	being	amortized	over	the	seventy-year	life	of	the	Economic	Rights	agreement.

On	a	quarterly	basis,	the	Company	assesses	the	recoverability	of	its	note	receivable	from	TV	Azteca.	As	of	December	31,	2008	and	2007,	the	Company	has	assessed	the recoverability	of	the	note	receivable	from	TV	Azteca	and	concluded	that	no	adjustment	to	its	carrying	value	is	required.

As	of	December	31,	2008	and	2007,	the	Company	also	had	other	long-term	notes	receivable	outstanding	of	approximately	$4.2	million	and	$4.3	million,	respectively.

# 5.				ACQUISITIONS

During	the	years	ended	December	31,	2008,	2007	and	2006,	the	Company	acquired	various	assets	in	cash	purchase	transactions,	as	follows:

|  | Assets	Acquired | Cash	Paid |
| :--- | :--- | :--- |
| Year\tEnded\tDecember\t31, |  |  |
| 2008 | 269\ttowers | $42.8\tmillion |
| 2007 | 293\ttowers\tand\tassets\tof\tstructural\tanalysis\tfirm | $44.0\tmillion |
| 2006 | 84\ttowers\tand\tsix\tDAS\tnetworks | $14.3\tmillion |

The	Company	primarily	acquired	these	assets	from	third	parties	in	one	of	two	types	of	transactions:	the	purchase	of	a	business	or	the	purchase	of	assets.	The structure	of	each	transaction	affects	the	way	the	Company	allocates	purchase	price	within	the	consolidated	financial	statements.	In	the	case	of	assets	acquired	through	the purchase	of	a	business,	the	Company	allocates	the	purchase	price	to	the	assets	acquired	and	liabilities	assumed	at	their	estimated	fair	values	as	of	the	date	of	acquisition with	any	excess	of	the	purchase	price	paid	by	the	Company	over	the	estimated	fair	value	of	net	assets	acquired	recorded	as	goodwill.	In	the	case	of	an	asset	purchase,	the Company	first	allocates	the	purchase	price	to	property	and	equipment	for	the	appraised	value	of	the	towers	and	to	identifiable	intangible	assets	(primarily	acquired customer	base).	The	Company	then	records	any	remaining	purchase	price	within	intangible	assets	as	a	"network	location	intangible."

# 6.				LONG-TERM	OBLIGATIONS

Outstanding	amounts	under	the	Company's	long-term	financing	arrangements	consist	of	the	following	as	of	December	31,	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates,\tSeries\t2007-1 | $1,750,000 | $1,750,000 |
| Revolving\tcredit\tfacility | 750,000 | 825,000 |
| Term\tloan | 325,000 | — |
| 7.25%\tsenior\tsubordinated\tnotes | 288 | 288 |
| 7.50%\tsenior\tnotes | 225,000 | 225,000 |
| 7.125%\tsenior\tnotes | 501,107 | 502,202 |
| 7.00%\tsenior\tnotes | 500,000 | 500,000 |
| 5.0%\tconvertible\tnotes | 59,683 | 59,683 |
| 3.25%\tconvertible\tnotes | — | 18,333 |
| 3.00%\tconvertible\tnotes | 161,893 | 344,568 |
| Other\tconvertible\tnotes | 41 | 41 |
| Notes\tpayable\tand\tcapital\tleases | 60,134 | 60,169 |
| Total | 4,333,146 | 4,285,284 |
| Less\tcurrent\tportion\tof\tlong-term\tobligations | (1,837) | (1,817) |
| Long-term\tobligations | $4,331,309 | $4,283,467 |

Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1—During	the	year	ended	December	31,	2007,	the	Company	completed	a	securitization	transaction	(the Securitization)	involving	assets	related	to	5,295	broadcast	and	wireless	communications	towers	(the	Secured	Towers)	owned	by	two	special	purpose	subsidiaries	of	the Company,	through	a	private	offering	of	$1.75	billion	of	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	(the	Certificates).

The	Certificates	were	issued	by	American	Tower	Trust	I	(the	Trust),	a	trust	established	by	American	Tower	Depositor	Sub,	LLC	(the	Depositor),	an	indirect	wholly owned	special	purpose	subsidiary	of	the	Company.	The	assets	of	the	Trust	consist	of	a	recourse	loan	(the	Loan)	initially	made	by	the	Depositor	to	American	Tower	Asset Sub,	LLC	and	American	Tower	Asset	Sub	II,	LLC	(the	Borrowers),	pursuant	to	a	Loan	and	Security	Agreement	among	the	foregoing	parties	dated	as	of	May	4,	2007 (the	Loan	Agreement).	The	Borrowers	are	special	purpose	entities	formed	solely	for	the	purpose	of	holding	the	Secured	Towers	subject	to	the	Securitization.

The	Certificates	were	issued	in	seven	separate	classes,	comprised	of	Class	A-FX,	Class	A-FL,	Class	B,	Class	C,	Class	D,	Class	E	and	Class	F.	Each	of	the	Certificates	in Classes	B,	C,	D,	E	and	F	are	subordinated	in	right	of	payment	to	any	other	class	of	Certificates	which	has	an	earlier	alphabetical	designation.	The	Certificates	were	issued with	terms	identical	to	the	Loan	except	for	the	Class	A-FL	Certificates,	which	bear	interest	at	a	floating	rate	while	the	related	component	of	the	Loan	bears	interest	at	a fixed	rate,	as	described	below.	The	various	classes	of	Certificates	were	issued	with	a	weighted	average	interest	rate	of	approximately	5.61%.	The	Certificates	have	an expected	life	of	approximately	seven	years	with	a	final	repayment	date	in	April	2037.

The	Company	used	the	net	proceeds	from	the	Securitization	to	repay	all	amounts	outstanding	under	the	SpectraSite	credit	facilities,	including	approximately	$765.0 million	in	principal,	plus	accrued	interest	thereon	and	other	costs	and	expenses	related	thereto,	as	well	as	to	repay	approximately	$250.0	million	drawn	under	the revolving	loan	component	of	the	credit	facilities	at	the	American	Tower	operating	company	level.	An	additional	$349.5	million	of	the	proceeds	was	used	to	fund	the Company's	tender	offer	and	consent	solicitation	for	the	ATI

7.25%	senior	subordinated	notes	due	2011	(ATI	7.25%	Notes),	as	described	below,	and	the	remainder	was	used	for	general	corporate	purposes.	The	Company	also funded	$14.3	million	in	cash	reserve	accounts	with	proceeds	from	the	Securitization	as	required	under	the	Loan	Agreement.

The	Loan	will	be	paid	by	the	Borrowers	solely	from	the	cash	flows	generated	by	the	Secured	Towers.	These	funds	in	turn	will	be	used	by	or	on	behalf	of	the	Trust	to service	the	payment	of	interest	on	the	Certificates	and	for	any	other	payments	required	by	the	Loan	Agreement.	The	Borrowers	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	prior	to	the	anticipated	repayment date	for	the	Loan	in	April	2014.	On	a	monthly	basis,	after	payment	of	all	required	amounts	under	the	Loan	Agreement,	the	excess	cash	flows	generated	from	the operation	of	the	Secured	Towers	are	released	to	the	Borrowers,	which	can	then	be	distributed	to,	and	used	by,	the	Company.	However,	if	the	debt	service	coverage	ratio (the	DSCR),	generally	defined	as	the	net	cash	flow	divided	by	the	amount	of	interest,	servicing	fees	and	trustee	fees	that	the	Borrowers	will	be	required	to	pay	over	the succeeding	12	months	on	the	Loan,	is	(A)	for	the	five-year	period	commencing	on	the	closing	date	of	the	Securitization,	1.30x	or	less	for	such	calendar	quarter	or (B)	beginning	with	the	first	full	calendar	quarter	after	the	expiration	of	such	five-year	period,	1.75x	or	less	for	such	quarter,	and	such	DSCR	continues	to	exist	for	two consecutive	calendar	quarters	(the	Cash	Trap	DSCR),	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	loan	documents,	referred	to	as	excess	cash	flow,	will	be	deposited into	a	reserve	account	instead	of	being	released	to	the	Borrowers.	The	funds	in	the	reserve	account	will	not	be	released	to	the	Borrowers	unless	the	DSCR	exceeds	the Cash	Trap	DSCR	for	two	consecutive	calendar	quarters.	An	"amortization	period"	commences	if	(i)	as	of	the	end	of	any	calendar	quarter	the	DSCR	falls	below	(A)	for the	five-year	period	commencing	on	the	closing	date	of	the	Securitization,	1.15x	or	(B)	beginning	with	the	first	full	calendar	quarter	after	the	expiration	of	such	five-year period,	1.45x	(the	Minimum	DSCR)	for	such	calendar	quarter	and	such	DSCR	continues	to	exist	until	the	end	of	any	two	consecutive	calendar	quarters	the	DSCR exceeds	the	Minimum	DSCR	for	such	two	consecutive	calendar	quarters	or	(ii)	on	the	anticipated	repayment	date	the	Loan	has	not	been	repaid	in	full.

The	Borrowers	may	not	prepay	the	Loan	in	whole	or	in	part	at	any	time	prior	to	May	2009,	except	in	limited	circumstances,	including	the	occurrence	of	certain	casualty and	condemnation	events	relating	to	the	Secured	Towers	and	certain	dispositions	of	Secured	Towers.	Thereafter,	prepayment	is	permitted	provided	it	is	accompanied	by applicable	prepayment	consideration.	If	the	prepayment	occurs	within	nine	months	of	the	anticipated	repayment	date,	no	prepayment	consideration	is	due.	The	entire unpaid	principal	balance	of	the	Loan	components	will	be	due	in	April	2037.	The	Loan	may	be	defeased	in	whole	or	in	part	at	any	time.

The	Loan	is	secured	by	(1)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	Secured	Towers	and	their	operating	cash	flows,	(2)	a	security interest	in	substantially	all	of	the	Borrowers'	personal	property	and	fixtures	and	(3)	the	Borrowers'	rights	under	the	Management	Agreement	(as	defined	below). American	Tower	Holding	Sub,	LLC,	whose	only	material	assets	are	its	equity	interests	in	each	of	the	Borrowers,	and	American	Tower	Guarantor	Sub,	LLC,	whose	only material	asset	is	its	equity	interest	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.	American	Tower	Guarantor	Sub,	LLC,	American	Tower	Holding	Sub,	LLC,	the	Depositor and	the	Borrowers	each	were	formed	as	special	purpose	entities	solely	for	purposes	of	the	Securitization,	and	the	assets	and	credit	of	these	entities	are	not	available	to satisfy	the	debts	and	other	obligations	of	the	Company	or	any	other	person,	except	as	set	forth	in	the	Loan	Agreement.

The	Loan	Agreement	includes	operating	covenants	and	other	restrictions	customary	for	loans	subject	to	rated	securitizations.	Among	other	things,	the	Borrowers	are prohibited	from	incurring	other	indebtedness	for

borrowed	money	or	further	encumbering	their	assets.	The	organizational	documents	of	the	Borrowers	contain	provisions	consistent	with	rating	agency	securitization criteria	for	special	purpose	entities,	including	the	requirement	that	the	Borrowers	maintain	at	least	two	independent	directors.	The	Loan	Agreement	also	contains	certain covenants	that	require	the	Borrowers	to	provide	the	Trustee	with	regular	financial	reports	and	operating	budgets,	promptly	notify	the	Trustee	of	events	of	default	and material	breaches	under	the	Loan	Agreement	and	other	agreements	related	to	the	Secured	Towers,	and	allow	the	Trustee	reasonable	access	to	the	Secured	Towers, including	the	right	to	conduct	site	investigations.

A	failure	to	comply	with	the	covenants	in	the	Loan	Agreement	could	prevent	the	Borrowers	from	taking	certain	actions	with	respect	to	the	Secured	Towers,	and	could prevent	the	Borrowers	from	distributing	any	excess	cash	from	the	operation	of	the	Secured	Towers	to	the	Company.	If	the	Borrowers	were	to	default	on	the	Loan,	the Bank	of	New	York	(the	Servicer)	could	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	the	Secured	Towers,	in	which	case	the	Company	could	lose	the Secured	Towers	and	the	revenue	associated	with	the	Secured	Towers.

Under	the	Loan	Agreement,	the	Borrowers	are	required	to	maintain	reserve	accounts,	including	for	debt	service	payments,	ground	rents,	real	estate	and	personal	property taxes,	insurance	premiums	and	management	fees,	and	to	reserve	a	portion	of	advance	rents	from	tenants	on	the	Secured	Towers.	Based	on	the	terms	of	the	Loan Agreement,	all	rental	cash	receipts	received	each	month	are	restricted	and	held	by	the	Trustee.	The	$51.9	million	held	in	the	reserve	accounts	as	of	December	31,	2008	is classified	as	restricted	cash	on	the	Company's	accompanying	consolidated	balance	sheet.

Revolving	Credit	Facility—On	June	8,	2007,	the	Company	refinanced	its	existing	$1.6	billion	senior	secured	credit	facilities	with	a	new	$1.25	billion	senior	unsecured revolving	credit	facility	(Revolving	Credit	Facility).	At	closing,	the	Company	drew	down	approximately	$1.0	billion	under	the	Revolving	Credit	Facility	and,	together with	cash	on	hand,	used	the	funds	to	repay	all	amounts	outstanding	under	its	existing	credit	facilities.	During	the	year	ended	December	31,	2008,	the	Company	drew down	and	repaid	amounts	under	the	Revolving	Credit	Facility	in	the	ordinary	course,	and	also	repaid	$325.0	million	of	borrowings	under	the	Revolving	Credit	Facility using	net	proceeds	from	its	March	2008	term	loan,	as	discussed	below,	and	available	cash.	As	of	December	31,	2008,	the	Company	had	$750.0	million	outstanding under	its	Revolving	Credit	Facility	and	had	approximately	$4.9	million	of	undrawn	letters	of	credit	outstanding.

The	Revolving	Credit	Facility	has	a	term	of	five	years	and	matures	on	June	8,	2012.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable in	full	at	maturity.	The	Revolving	Credit	Facility	does	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	Revolving	Credit	Facility	allows	the	Company	to	use	borrowings	for	working	capital	needs	and	other	general	corporate	purposes of	the	Company	and	its	subsidiaries	(including,	without	limitation,	to	refinance	or	repurchase	other	indebtedness	and,	provided	certain	conditions	are	met,	to	repurchase the	Company's	equity	securities,	in	each	case	without	additional	lender	approval).

The	Company	has	the	option	of	choosing	either	a	defined	base	rate	or	the	LIBOR	rate	as	the	applicable	base	rate	for	borrowings	under	the	Revolving	Credit	Facility.	The interest	rate	ranges	between	0.40%	to	1.25%	above	the	LIBOR	rate	for	LIBOR	based	borrowings	or	between	0.00%	to	0.25%	above	the	defined	base	rate	for	base	rate borrowings,	in	each	case	based	upon	the	Company's	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	Revolving	Credit	Facility	is	required, ranging	from	0.08%	to	0.25%	per	annum,	based	upon	the	Company's	debt	ratings.

The	loan	agreement	for	the	Revolving	Credit	Facility	contains	certain	reporting,	information,	financial	ratios	and	operating	covenants	and	other	restrictions	applicable	to the	Company	and	its	subsidiaries	designated	as	restricted

subsidiaries	on	a	consolidated	basis.	These	include	limitations	on	additional	debt,	distributions	and	dividends,	guaranties,	sales	of	assets	and	liens,	as	well	as	certain financial	maintenance	tests.	Any	failure	to	comply	with	the	financial	maintenance	tests	and	operating	covenants	of	the	loan	agreement	for	the	Revolving	Credit	Facility would	not	only	prevent	the	Company	from	being	able	to	borrow	additional	funds,	but	would	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	December	31,	2008,	the	Company	was	in	compliance	with each	of	the	financial	maintenance	tests.

Term	Loan—On	March	24,	2008,	the	Company	increased	its	borrowing	capacity	under	its	$1.25	billion	Revolving	Credit	Facility	by	adding	$325.0	million	of	term	loan commitments	(Term	Loan).	At	closing,	the	Company	received	net	proceeds	of	approximately	$321.7	million	from	the	Term	Loan,	which,	together	with	available	cash, was	used	to	repay	$325.0	million	of	existing	indebtedness	under	the	Revolving	Credit	Facility.

The	Term	Loan	is	governed	by	the	terms	of	the	loan	agreement	for	the	Revolving	Credit	Facility.	Consistent	with	the	terms	of	the	Revolving	Credit	Facility,	the borrower	under	the	Term	Loan	is	American	Tower	Corporation,	and	the	maturity	date	for	the	Term	Loan	is	June	8,	2012.	Any	outstanding	principal	and	accrued	but unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	Term	Loan	does	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	LIBOR	rate	as	the	applicable	base rate	for	borrowings	under	the	Term	Loan.	The	interest	rate	ranges	between	0.50%	to	1.50%	above	the	LIBOR	rate	for	LIBOR	based	borrowings	or	between	0.00%	to 0.50%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	the	Company's	debt	ratings.

Outstanding	Notes—The	following	is	a	description	of	the	Company's	outstanding	senior	and	convertible	notes	as	of	December	31,	2007	and	2006.

ATI	7.25%	Senior	Subordinated	Notes—The	ATI	7.25%	Notes	mature	on	December	1,	2011	and	interest	is	payable	semi-annually	in	arrears	on	June	1	and	December	1 of	each	year.	The	ATI	7.25%	Notes	are	jointly	and	severally	guaranteed	on	a	senior	subordinated	basis	by	the	Company	and	substantially	all	of	the	wholly	owned domestic	restricted	subsidiaries	of	ATI	and	the	Company,	other	than	SpectraSite	and	its	subsidiaries.	The	notes	rank	junior	in	right	of	payment	to	all	existing	and	future senior	indebtedness	of	ATI,	the	sister	guarantors	(as	defined	in	the	indenture	relating	to	the	notes)	and	their	domestic	restricted	subsidiaries.	The	ATI	7.25%	Notes	are structurally	senior	in	right	of	payment	to	all	other	existing	and	future	indebtedness	of	the	Company,	including	the	Company's	senior	notes,	convertible	notes	and	the Revolving	Credit	Facility	and	Term	Loan.

During	the	year	ended	December	31,	2007,	the	Company	paid	$349.5	million	pursuant	to	a	cash	tender	offer	and	consent	solicitation,	including	approximately	$10.2 million	in	accrued	and	unpaid	interest,	to	holders	of	ATI	7.25%	Notes	using	net	proceeds	from	the	Securitization	discussed	above.	In	connection	with	the	tender	offer and	consent	solicitation,	the	Company	entered	into	a	supplemental	indenture	effecting	certain	amendments	to	the	indenture	for	the	notes	to	eliminate	most	of	the restrictive	covenants	and	certain	events	of	default	and	to	eliminate	or	modify	related	provisions.	The	Company	recorded	a	charge	of	$20.5	million	related	to	amounts paid	in	excess	of	carrying	value,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year ended	December	31,	2007.

During	the	year	ended	December	31,	2006,	the	Company	repurchased	in	privately	negotiated	transactions	$74.9	million	principal	amount	of	ATI	7.25%	Notes	for	$77.3 million	in	cash.	In	connection	with	these	transactions,	the	Company	recorded	a	charge	of	$3.9	million	related	to	amounts	paid	in	excess	of	carrying	value	and	the	write- off	of	related	deferred	financing	fees,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the year	ended	December	31,	2006.

7.50%	Senior	Notes—The	7.50%	senior	notes	due	2012	(7.50%	Notes)	mature	on	May	1,	2012,	and	interest	is	payable	semiannually	in	arrears	on	May	1	and November	1	of	each	year.	The	Company	may	redeem	the	7.50%	Notes	on	or	after	May	1,	2008	at	an	initial	redemption	price	of	103.75%,	subject	to	a	ratable	decline	in each	of	the	following	years	to	100%	of	the	principal	amount	in	2010	and	thereafter.	The	indenture	for	the	7.50%	Notes	contains	certain	covenants	that	restrict	the Company's	ability	to	incur	more	debt;	guarantee	indebtedness;	issue	preferred	stock;	pay	dividends;	make	certain	investments;	merge,	consolidate	or	sell	assets;	enter into	transactions	with	affiliates;	and	enter	into	sale	leaseback	transactions.	The	7.50%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt obligations,	including	its	senior	notes,	its	convertible	notes	and	the	Revolving	Credit	Facility	and	Term	Loan,	and	are	structurally	subordinated	to	all	existing	and	future indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

7.125%	Senior	Notes—The	7.125%	senior	notes	due	October	15,	2012	(7.125%	Notes)	mature	on	October	15,	2012,	and	interest	is	payable	semi-annually	in	arrears	on April	15	and	October	15	of	each	year.	The	Company	was	able	to	redeem	all	or	a	partial	amount	of	the	original	principal	amount	of	the	7.125%	Notes	prior	to	October	15, 2008	at	a	price	equal	to	100%	of	the	principal	amount	plus	an	applicable	premium.	The	Company	may	redeem	all	or	a	partial	amount	of	the	original	principal	amount	of the	7.125%	Notes	on	or	after	October	15,	2008	at	an	initial	redemption	price	of	103.563%,	subject	to	a	ratable	decline	in	each	of	the	following	years	to	100%	of	the principal	amount	in	2010	and	thereafter.	The	indenture	for	the	7.125%	Notes	contains	certain	covenants	that	restrict	the	Company's	ability	to	incur	more	debt;	guarantee indebtedness;	issue	preferred	stock;	pay	dividends;	make	certain	investments;	merge,	consolidate	or	sell	assets;	enter	into	transactions	with	affiliates;	and	enter	into	sale leaseback	transactions.	The	7.125%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	senior	notes,	its	convertible notes	and	the	Revolving	Credit	Facility	and	Term	Loan,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's subsidiaries.

7.00%	Senior	Notes—The	7.00%	senior	notes	due	2017	(7.00%	Notes)	mature	on	October	15,	2017,	and	interest	is	payable	semiannually	in	arrears	on	April	15	and October	15	of	each	year.	The	Company	may	redeem	the	7.00%	Notes	at	any	time	at	a	redemption	price	equal	to	100%	of	the	principal	amount,	plus	a	make-whole premium,	together	with	accrued	interest	to	the	redemption	date.	If	the	Company	undergoes	a	change	of	control	and	ratings	decline,	each	as	defined	in	the	indenture	for the	7.00%	Notes,	the	Company	may	be	required	to	repurchase	all	of	the	7.00%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid interest,	if	any,	and	additional	interest,	if	any,	to	but	not	including	the	date	of	repurchase.	The	indenture	for	the	7.00%	Notes	contains	certain	covenants	that	restrict	the Company's	ability	to	incur	more	subsidiary	debt	or	permit	the	Company	and	its	subsidiaries	to	create	liens;	and	merge,	consolidate	or	sell	assets.	These	covenants	are subject	to	a	number	of	exceptions,	including	that	the	Company's	subsidiaries	may	incur	certain	indebtedness	or	the	Company	and	its	subsidiaries	may	incur	liens	on assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	indebtedness	and	such	liens	shall	not	exceed	3.5x	Adjusted	EBITDA	as	defined in

the	indenture.	The	7.00%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	senior	notes,	its	convertible	notes	and	the Revolving	Credit	Facility	and	Term	Loan,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

5.0%	Convertible	Notes—The	5.0%	convertible	notes	due	2010	(5.0%	Notes)	mature	on	February	15,	2010,	and	interest	is	payable	semiannually	on	February	15	and August	15	of	each	year.	The	5.0%	Notes	are	convertible	at	any	time	into	shares	of	the	Company's	Class	A	common	stock	(Common	Stock)	at	a	conversion	price	of $51.50	per	share,	subject	to	adjustment	in	certain	cases.

During	the	year	ended	December	31,	2007,	the	Company	repurchased	an	aggregate	of	$192.5	million	principal	amount	of	5.0%	Notes	for	an	aggregate	of	$192.6	million pursuant	to	a	tender	offer.	The	Company	recorded	a	charge	of	$1.6	million	related	to	the	write-off	of	deferred	financing	fees,	which	is	reflected	in	loss	on	retirement	of long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.	Amounts	outstanding	as	of	December	31,	2006 are	reflected	in	current	portion	of	long-term	obligations	in	the	accompanying	consolidated	balance	sheet	pursuant	to	a	put	option	in	February	2007	and	the	tender	offer. Amounts	outstanding	as	of	December	31,	2008	are	reflected	in	long-term	obligations	in	the	accompanying	consolidated	balance	sheet	based	on	the	maturity	date	of	the 5.0%	Notes	in	2010.

During	the	year	ended	December	31,	2006,	the	Company	repurchased	in	privately	negotiated	transactions	$23.5	million	of	5.0%	Notes	for	$23.4	million	in	cash.	In connection	with	these	transactions,	the	Company	recorded	a	charge	of	$0.1	million	related	to	the	write-off	of	related	deferred	financing	fees,	which	is	reflected	in	loss	on retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2006.

3.25%	Convertible	Notes—The	3.25%	convertible	notes	due	August	1,	2010	(3.25%	Notes)	mature	on	August	1,	2010,	and	interest	is	payable	semi-annually	in	arrears on	February	1	and	August	1	of	each	year.	The	3.25%	Notes	are	convertible	at	any	time	into	shares	of	the	Company's	Common	Stock	at	a	conversion	price	of	$12.22	per share,	subject	to	certain	adjustments.	The	3.25%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	other	convertible notes,	its	senior	notes	and	the	Revolving	Credit	Facility	and	Term	Loan,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of the	Company's	subsidiaries.

During	the	year	ended	December	31,	2008,	the	Company	issued	a	notice	for	the	redemption	on	August	6,	2008	of	all	of	its	outstanding	3.25%	Notes.	In	accordance	with the	conversion	provisions	of	the	3.25%	Notes	and	the	indenture	for	the	3.25%	Notes,	holders	of	the	notes	had	the	right	at	any	time	until	and	including,	but	not	after,	the close	of	business	on	August	5,	2008,	to	convert	their	notes	into	shares	of	the	Company's	Common	Stock.	Holders	of	all	outstanding	3.25%	Notes	converted	their	notes into	shares	of	the	Company's	Common	Stock	prior	to	redemption.

3.00%	Convertible	Notes—The	3.00%	convertible	notes	due	August	15,	2012	(3.00%	Notes)	mature	on	August	15,	2012,	and	interest	is	payable	semi-annually	in arrears	on	February	15	and	August	15	of	each	year.	The	3.00%	Notes	are	convertible	at	any	time	prior	to	maturity,	subject	to	their	prior	redemption	or	repurchase,	into shares	of	the	Company's	Common	Stock	at	a	conversion	price	of	approximately	$20.50	per	share,	subject	to	adjustment	in	certain	events.	Upon	a	fundamental	change	of control	as	defined	in	the	notes	indenture,	the	holders	of	the	3.00%	Notes	may	require	the	Company	to	repurchase	all	or	part	of	the	3.00%	Notes	for	a	cash	purchase	price equal	to	100%	of	the	principal	amount.	In	addition,	upon	a	fundamental	change	of	control,	the	holders	may	elect	to	convert	their	notes	based	on	a	conversion	rate adjustment	that	entitles	the	holders	to	receive	additional	shares	of	the	Company's	Common	Stock	upon	conversion	depending	on	the	terms	and	timing	of	the	change	of control.	The	Company	may	redeem	the	3.00%	notes	after	August	20,	2009	at	an	initial	redemption	price	of	101.125%	of	the	principal	amount,	subject	to	a	ratable	decline after	August	15	of	the	following	year	to	100%	of	the	principal	amount	in	2012.	The	3.00%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt obligations,	including	its	other	convertible	notes,	its	senior	notes	and	the	Revolving	Credit	Facility	and	Term	Loan,	and	are	structurally	subordinated	to	all	existing	and future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

In	certain	instances	upon	a	fundamental	change	of	control,	the	holders	of	the	3.00%	Notes	may	elect	to	convert	their	notes	based	on	a	conversion	rate	adjustment	and receive	additional	shares	of	the	Company's	Common	Stock,	the	acquirer's	common	stock	or,	at	the	election	of	the	acquirer,	in	certain	instances,	such	feature	may	be settled	in	cash.	This	feature	qualifies	as	an	embedded	derivative	under	SFAS	No.	133,	for	which	the	Company	determined	has	no	fair	value	as	of	December	31,	2008	and 2007.	The	Company	will	record	any	changes	in	fair	value	to	the	liability	in	future	periods	to	other	expense	and	will	amortize	the	discount	to	interest	expense	within	its consolidated	statement	of	operations.

Capital	Lease	Obligations	and	Notes	Payable—The	Company's	capital	lease	obligations	and	notes	payable	approximated	$60.1	million	and	$60.2	million	as	of December	31,	2008	and	2007,	respectively.	These	obligations	bear	interest	at	rates	ranging	from	5.4%	to	9.3%	and	mature	in	periods	ranging	from	less	than	one	year	to approximately	seventy	years.

Maturities—As	of	December	31,	2008,	aggregate	carrying	value	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	estimated	to	be	(in thousands):

# 7.				ASSET	RETIREMENT	OBLIGATIONS

The	changes	in	the	carrying	value	of	the	Company's	asset	retirement	obligations	for	years	ended	December	31,	2008	and	2007	are	as	follows	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $184,162 | $174,980 |
| Additions\t(deductions)\tand\trevisions\tin\testimated\tcash\tflows,\tnet\tof\tsettlements | 12,976 | (3,776) |
| Accretion\texpense | 13,673 | 12,958 |
| Balance\tas\tof\tDecember\t31, | $210,811 | $184,162 |

As	of	December	31,	2008,	the	estimated	undiscounted	future	cash	outlay	for	asset	retirement	obligations	was	approximately	$750.8	million.

# 8.				DERIVATIVE	FINANCIAL	INSTRUMENTS

The	Company	enters	into	interest	rate	protection	agreements	to	manage	exposure	on	the	variable	rate	debt	under	its	credit	facilities	and	to	manage	variability	in	cash flows	relating	to	forecasted	interest	payments.	Under	these	agreements,	the	Company	is	exposed	to	credit	risk	to	the	extent	that	a	counterparty	fails	to	meet	the	terms	of a	contract.	Such	exposure	is	limited	to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to	perform.	The	Company	believes	its	contracts	as	of December	31,	2008	and	2007	are	with	credit	worthy	institutions.

As	of	December	31,	2008	and	2007,	the	carrying	amounts	of	the	Company's	derivative	financial	instruments,	along	with	the	estimated	fair	values	of	the	related	assets reflected	in	notes	receivable	and	other	long-term	assets	and	(liabilities)	reflected	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheet,	are	as follows	(in	thousands	except	percentages):

| As	of	December	31,	2008 | Notional<br>Amount | Interest	Rate | Term | Carrying	Amount<br>and	Fair	Value |
| :--- | :--- | :--- | :--- | :--- |
| Interest\trate\tswap\tagreements | $150,000 | 3.95% | Expiring\t2009 | $(3,681) |
| Interest\trate\tswap\tagreement | 100,000 | 4.08% | Expiring\t2010 | (5,125) |
| Interest\trate\tswap\tagreements | 525,000 | 2.86%\t-\t3.74% | Expiring\t2011 | (17,815) |
| Total | $775,000 |  |  | $(26,621) |

| As	of	December	31,	2007 | Notional<br>Amount | Interest	Rate | Term | Carrying	Amount<br>and	Fair	Value |
| :--- | :--- | :--- | :--- | :--- |
| Interest\trate\tswap\tagreements | $150,000 | 3.95% | Expiring\tin\t2009 | $(369) |
| Interest\trate\tswap\tagreements | 100,000 | 4.08% | Expiring\tin\t2010 | (571) |
| Total | $250,000 |  |  | $(940) |

As	of	December	31,	2008,	the	Company	held	fifteen	interest	rate	swap	agreements	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest payments	under	its	Revolving	Credit	Facility	and	Term	Loan.	As	of	December	31,	2007,	the	Company	held	three	interest	rate	swap	agreements	to	manage	exposure	to variability	in	cash	flows	relating	to	forecasted	interest	payments	under	its	Revolving	Credit	Facility.	During	the	year	ended	December	31,	2007,	the	Company	received cash	of	approximately	$20.1	million	upon	net	settlement

of	certain	of	its	assets	and	liabilities	under	its	interest	rate	swap	agreements	held	as	of	December	31,	2006	and	entered	into	during	the	first	half	of	2007.	In	addition,	the Company	paid	$8.0	million	related	to	a	treasury	rate	lock	agreement	entered	into	and	settled	during	the	year	ended	December	31,	2008.	The	cost	of	the	treasury	rate	lock is	being	recognized	as	additional	interest	expense	over	the	10-year	term	of	the	7.00%	Notes.

During	the	year	ended	December	31,	2007,	the	Company	also	received	$3.1	million	in	cash	upon	settlement	of	the	assets	and	liabilities	under	ten	forward	starting interest	rate	swap	agreements	with	an	aggregate	notional	amount	of	$1.4	billion,	which	were	designated	as	cash	flow	hedges	to	manage	exposure	to	variability	in	cash flows	relating	to	forecasted	interest	payments	in	connection	with	the	Certificates	issued	in	the	Securitization	in	May	2007.	The	settlement	is	being	recognized	as	a reduction	in	interest	expense	over	the	five-year	period	for	which	the	interest	rate	swaps	were	designated	as	hedges.	The	Company	also	received	$17.0	million	in	cash upon	settlement	of	the	assets	and	liabilities	under	thirteen	additional	interest	rate	swap	agreements	with	an	aggregate	notional	amount	of	$850.0	million	that	managed exposure	to	variability	of	interest	rates	under	the	credit	facilities	but	were	not	considered	cash	flow	hedges	for	accounting	purposes.	This	gain	is	included	in	other income	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.

As	of	December	31,	2008	and	2007,	other	comprehensive	(loss)	income	included	the	following	items	related	to	derivative	financial	instruments	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Deferred\tloss\ton\tthe\tsettlement\tof\tthe\ttreasury\trate\tlock,\tnet\tof\ttax | $(4,332) | $(4,901) |
| Deferred\tgain\ton\tthe\tsettlement\tof\tinterest\trate\tswap\tagreements\tentered\tinto\tin\tconnection\twith\tthe\tSecuritization,\tnet\tof\ttax | 1,238 | 1,636 |
| Unrealized\tlosses\trelated\tto\tinterest\trate\tswap\tagreements,\tnet\tof\ttax | (16,349) | (486) |

During	the	years	ended	December	31,	2008	and	2007,	the	Company	recorded	an	aggregate	net	unrealized	loss	of	approximately	$15.8	million	and	$3.2	million, respectively	(net	of	a	tax	provision	of	approximately	$10.2	million	and	$2.0	million,	respectively)	in	other	comprehensive	loss	for	the	change	in	fair	value	of	interest	rate swaps	designated	as	cash	flow	hedges	and	reclassified	an	aggregate	of	$0.1	million	and	$6.2	million,	respectively	(net	of	an	income	tax	provision	of	$2.0	million	and	an income	tax	benefit	of	$3.3	million,	respectively)	into	results	of	operations.

# 9.				FAIR	VALUE	MEASUREMENTS

The	Company	determines	the	fair	market	values	of	its	financial	instruments	based	on	the	fair	value	hierarchy	established	in	SFAS	No.	157,	which	requires	an	entity	to maximize	the	use	of	observable	inputs	and	minimize	the	use	of	unobservable	inputs	when	measuring	fair	value.	The	standard	describes	three	levels	of	inputs	that	may	be used	to	measure	fair	value.

Level	1 Quoted	prices	in	active	markets	for	identical	assets	or	liabilities	that	the	Company	has	the	ability	to	access	at	the	measurement	date.	The Company's	Level	1	assets	consist	of	available-for-sale	securities	traded	on	active	markets	as	well	as	certain	Brazilian	Treasury	securities	that are	highly	liquid	and	are	actively	traded	in	over-the-counter	markets.

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.

The	Company's	Level	2	assets	and	liabilities	consist	of	interest	rate	swap	agreements	based	on	the	LIBOR	swap	rate	whose	value	is determined	using	a	pricing	model	with	inputs	that	are	observable	in	the	market	or	can	be	derived	principally	from	or	corroborated	by observable	market	data.

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.	The Company	does	not	have	any	Level	3	assets	or	liabilities.

In	accordance	with	the	fair	value	hierarchy	described	above,	the	following	table	shows	the	fair	value	of	the	Company's	financial	assets	and	liabilities	that	are	required	to be	measured	at	fair	value	as	of	December	31,	2008:

|  |  | December	31,	2008 | December	31,	2008 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Fair\tValue\tMeasurements\tUsing | Fair\tValue\tMeasurements\tUsing | Fair\tValue\tMeasurements\tUsing | Assets/Liabilities |
|  | Level\t1 | Level\t2 | Level\t3 | at\tFair\tValue |
|  |  | (in\tthousands) | (in\tthousands) |  |
| Assets: |  |  |  |  |
| Short-term\tinvestments\tand\tavailable-for-sale\tsecurities | $2,028 |  |  | $2,028 |
| Liabilities: |  |  |  |  |
| Interest\trate\tswap\tagreements |  | $26,621 |  | $26,621 |

The	fair	value	of	the	Company's	interest	rate	swap	agreements	recorded	as	assets	is	included	in	notes	receivable	and	other	long-term	assets,	and	the	fair	value	of	its interest	rate	swap	agreements	recorded	as	liabilities	is	included	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheet	as	of	December	31,	2008. Fair	valuations	of	the	Company's	interest	rate	swap	agreements	reflect	the	value	of	the	instrument	including	the	values	associated	with	counterparty	risk.	With	the issuance	of	SFAS	No.	157,	these	values	must	also	take	into	account	the	Company's	own	credit	standing,	thus	including	in	the	valuation	of	the	derivative	instrument	the value	of	the	net	credit	differential	between	the	counterparties	to	the	derivative	contract.

# 10.				OTHER	LONG-TERM	LIABILITIES

Other	long-term	liabilities	consist	of	the	following	as	of	December	31,	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Straight-line\trent | $170,762 | $147,617 |
| Unearned\trevenue | 62,893 | 52,757 |
| Accrued\tasset\tretirement\tobligations | 210,811 | 184,162 |
| Other\tmiscellaneous\tliabilities | 138,766 | 119,642 |
| Balance\tas\tof\tDecember\t31, | $583,232 | $504,178 |

The	Company	files	a	consolidated	United	States	federal	tax	return,	which	includes	all	of	its	wholly	owned	domestic	subsidiaries,	and	the	Company	also	files	tax	returns in	various	states	and	countries.	These	returns	reflect	different	combinations	of	the	Company's	subsidiaries	and	are	dependent	on	the	connection	each	subsidiary	has	with a	particular	state.	The	following	information	pertains	to	the	Company's	income	taxes	on	a	consolidated	basis.

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

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $— | $(911) | $— |
| State | (5,207) | (2,531) | (2,517) |
| Foreign | (37,789) | (35,127) | (21,716) |
| Deferred: |  |  |  |
| Federal | (97,528) | (61,513) | (28,488) |
| State | (11,591) | 45,025 | 750 |
| Foreign | 16,606 | (4,752) | 10,203 |
| Income\ttax\tprovision | $(135,509) | $(59,809) | $(41,768) |

The	domestic	and	international	components	of	income	from	continuing	operations	before	income	taxes,	minority	interest	and	loss	on	equity	method	investments	were	as follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| United\tStates | $295,139 | $118,922 | $43,946 |
| International | 76,781 | 33,918 | 26,918 |
| Total | $371,920 | $152,840 | $70,864 |

A	reconciliation	between	the	U.S.	statutory	rate	and	the	effective	rate	from	continuing	operations	was	as	follows	for	the	years	ended	December	31,

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35% | 35% | 35% |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 4 | (19) | 2 |
| Non-deductible\tlosses\ton\tretirement\tof\tlong-term\tobligations | — | 1 | 2 |
| Non-deductible\tstock\tcompensation | 1 | 2 | 3 |
| Foreign\ttaxes | 3 | 9 | 18 |
| Changes\tin\tuncertain\ttax\tpositions | 2 | (1) | 7 |
| Valuation\tallowance | (2) | 4 | (8) |
| Foreign\tcurrency\tgains | (7) | 8 | (3) |
| Other | — | — | 3 |
| Effective\ttax\trate | 36% | 39% | 59% |

During	the	three	months	ended	December	31,	2007,	the	Company	recorded	a	$7.6	million	deferred	tax	liability	related	to	unrealized	foreign	currency	gains	on intercompany	loans	with	the	Company's	Brazilian	subsidiary.

The	components	of	the	net	deferred	tax	asset	and	related	valuation	allowance	are	as	follows	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Allowances,\taccruals\tand\tother\titems\tnot\tcurrently\tdeductible | $14,908 | $50,393 |
| Net\toperating\tloss\tcarryforwards | 154,896 | — |
| Current\tdeferred\tliabilities | (10,356) | (10,330) |
| Net\tshort-term\tdeferred\ttax\tassets | $159,448 | $40,063 |
| Long-term\titems: |  |  |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | 474,927 | 651,820 |
| Capital\tloss\tcarryforwards | — | 7,091 |
| Basis\tstep-up\tfrom\tcorporate\trestructuring\tand\ttax\tplanning\tstrategies | 39,998 | 50,097 |
| Accrued\tasset\tretirement\tobligations | 66,409 | 64,581 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 166,845 | 126,025 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (238,103) | (248,833) |
| Deferred\tRent | (57,556) | (61,993) |
| Other | (23,740) | (20,850) |
| Subtotal | 428,780 | 567,938 |
| Less:\tValuation\tallowance | (47,352) | (88,180) |
| Net\tlong-term\tdeferred\ttax\tassets | $381,428 | $479,758 |

For	the	year	ended	December	31,	2007,	the	Company	increased	net	deferred	tax	assets	by	$1.5	million	with	a	corresponding	reduction	of	goodwill	associated	with	the utilization	of	net	operating	and	capital	losses	acquired	in	connection	with	the	SpectraSite,	Inc.	merger.	These	deferred	tax	assets	were	assigned	a	full	valuation	allowance as	part	of	the	final	SpectraSite,	Inc.	purchase	price	allocation	in	June	2006,	as	evidence	available	at	the	time	did	not	support	that	losses	were	more	likely	than	not	to	be realized.

The	valuation	allowance	decreased	from	$88.2	million	as	of	December	31,	2007	to	$47.4	million	as	of	December	31,	2008.	The	decrease	was	primarily	due	to	the elimination	of	fully	reserved	loss	carryforwards	that	could	not	be	realized	of	$25.8	million	and	$4.7	million	of	allowance	reductions	during	the	year	ended	December	31, 2008	related	to	state	net	operating	losses,	capital	loss	expirations	of	$5.5	million,	foreign	valuation	allowances	of	$7.4	million	and	other	items.

The	Company's	deferred	tax	assets	as	of	December	31,	2008	and	2007	in	the	table	above	do	not	include	$105.8	million	and	$74.9	million,	respectively,	of	excess	tax benefits	from	the	exercises	of	employee	stock	options	that	are	a	component	of	net	operating	losses	due	to	the	adoption	of	SFAS	No.	123R.	Total	stockholders'	equity	as of	December	31,	2008	will	be	increased	by	$105.8	million	if	and	when	any	such	excess	tax	benefits	are	ultimately	realized.

Basis	step-up	from	corporate	restructuring	represents	the	tax	effects	of	increasing	the	basis	for	tax	purposes	of	certain	of	the	Company's	assets	in	conjunction	with	its spin-off	from	American	Radio	Systems	Corporation,	its	former	parent	company.

At	December	31,	2008,	the	Company	had	net	federal	and	state	operating	loss	carryforwards	available	to	reduce	future	federal	and	state	taxable	income	of	approximately $1.6	billion.	If	not	utilized,	the	Company's	net	operating	loss	carryforwards	expire	as	follows	(in	thousands):

| Years	ended	December	31, | Federal | State |
| :--- | :--- | :--- |
| 2009\tto\t2013 | $— | $153,691 |
| 2014\tto\t2018 | — | 317,862 |
| 2019\tto\t2023 | 469,600 | 787,778 |
| 2024\tto\t2028 | 1,150,440 | 349,328 |
| Total | $1,620,040 | $1,608,659 |

The	Company	adopted	the	provisions	of	FIN	48	on	January	1,	2007.	As	of	December	31,	2008	and	2007,	the	total	amount	of	unrecognized	tax	benefits	that	would	affect the	effective	tax	rate,	if	recognized,	was	$47.8	million	and	$23.0	million,	respectively.	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	$10.0	million.	A	reconciliation	of	the	beginning	and	ending	amount of	unrecognized	tax	benefits	for	the	year	ending	December	31,	2008	is	as	follows	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Balance\tat\tJanuary\t1, | $65,906 | $183,953 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | \t 35,658 | 2,572 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 3,162 | 5,412 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (437) | (120,016) |
| Foreign\tcurrency | (5,967) | 26 |
| Settlements\twith\ttax\tauthorities | (3,103) | (5,372) |
| Reduction\tas\ta\tresult\tof\tthe\tlapse\tof\tstatute\tlimitations | (1,143) | (669) |
| Balance\tat\tDecember\t31, | $94,076 | $65,906 |
| Cash\tadvance\tin\tconnection\twith\tproposed\tsettlement | (2,412) | (6,682) |
| Balance\tat\tDecember\t31,\tnet\tof\tcash\tadvances | \t 91,664 | 59,224 |

During	the	year	ended	December	31,	2008,	the	Company	recorded	penalties	and	tax-related	interest	expense	of	$3.8	million.	During	the	year	ended	December	31,	2007, the	Company	recorded	penalties	and	tax-related	interest	income	of	$2.5	million	and	interest	income	from	tax	refunds	of	$1.5	million.	As	of	December	31,	2008	and 2007,	the	total	unrecognized	tax	benefits	included	in	other	long-term	liabilities	in	the	consolidated	balance	sheets	was	$24.7	million	and	$29.6	million,	respectively.	As of	December	31,	2008	and	2007,	the	total	amount	of	accrued	income	tax-related	interest	and	penalties	included	in	other	long-term	liabilities	in	the	consolidated	balance sheets	was	$29.1	million	and	$30.7	million,	respectively.

During	the	year	ended	December	31,	2008,	the	Company	recorded	an	income	tax	benefit	of	$110.1	million	related	to	losses	associated	with	its	investment	in	Verestar	as income	from	discontinued	operations.	In	addition,	the	Company	also	recorded	a	FIN	48	reserve	of	$35.7	million	due	to	potential	uncertainties	in	sustaining	the	tax deduction	with	applicable	taxing	jurisdictions.

In	the	fourth	quarter	of	2007,	the	Company	entered	into	a	tax	amnesty	program	with	the	Mexican	tax	authority.	As	of	December	31,	2007,	the	Company	had	met	all	of the	administrative	requirements	of	the	program,	which

enabled	the	Company	to	recognize	certain	tax	benefits.	In	February	2008,	the	Company	paid	$3.1	million	to	the	Mexican	tax	authority,	and	the	authority	confirmed	that all	requirements	had	been	met.	The	benefits	include	a	reduction	of	uncertain	tax	benefits	of	$5.4	million	along	with	penalties	and	interest	of	$12.5	million	related	to 2002,	all	of	which	reduced	income	tax	expense.

In	connection	with	the	above	program,	the	Company	paid	$6.7	million	to	the	Mexican	tax	authority	during	the	year	ended	December	31,	2007	as	a	proposed	settlement offer	for	other	uncertain	tax	positions	related	to	2003	and	2004.	This	offer	is	currently	under	review	by	the	Mexican	tax	authority;	the	Company	cannot	yet	determine	the specific	timing	or	the	amount	of	any	potential	settlement.

During	the	years	ended	December	31,	2008	and	2007,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed,	which	resulted	in	a	decrease	of	$1.1	million and	$0.7	million,	respectively,	in	the	liability	for	uncertain	tax	benefits,	all	of	which	reduced	the	income	tax	provision.

The	Company	files	numerous	consolidated	and	separate	income	tax	returns,	including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns.	As	a	result	of	the Company's	ability	to	carryforward	federal	and	state	net	operating	losses,	the	applicable	tax	years	remain	open	to	examination	until	three	years	after	the	applicable	loss carryforwards	have	been	used	or	expired.	The	Company	is	currently	undergoing	U.S.	federal	income	tax	examinations	for	tax	years	2004	and	2005.	Additionally,	it	is subject	to	examinations	in	various	U.S.	state	jurisdictions	for	certain	tax	years.

SFAS	No.	109,	"Accounting	for	Income	Taxes,"	requires	that	companies	record	a	valuation	allowance	when	it	is	"more	likely	than	not	that	some	portion	or	all	of	the deferred	tax	assets	will	not	be	realized."	At	December	31,	2008,	the	Company	has	provided	a	valuation	allowance	of	approximately	$47.4	million	which	primarily relates	to	state	net	operating	loss	carryforwards,	equity	investments	and	foreign	items.	The	Company	has	not	provided	a	valuation	allowance	for	the	remaining	deferred tax	assets,	primarily	its	federal	net	operating	loss	carryforwards,	as	management	believes	the	Company	will	have	sufficient	taxable	income	to	realize	these	federal	net operating	loss	carryforwards	during	the	twenty-year	tax	carryforward	period.	Valuation	allowances	may	be	reversed	if	related	deferred	tax	assets	are	deemed	realizable based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.

During	the	year	ended	December	31,	2007,	the	Company	completed	an	analysis	of	the	valuation	allowances	on	its	state	deferred	tax	assets.	Upon	completion	of	its analysis	during	the	year	ended	December	31,	2007,	the	Company	concluded	that	it	was	more	likely	than	not	that	a	portion	of	these	net	state	deferred	tax	assets	would	be realized.	The	Company	recognized	approximately	$27.6	million	of	additional	state	deferred	tax	assets	(net	of	a	federal	tax	provision),	which	were	recorded	as	an	income tax	benefit	and	a	corresponding	increase	in	long-term	deferred	income	taxes	in	the	accompanying	consolidated	financial	statements	for	the	year	ended	December	31, 2007.	The	Company	assesses	the	realization	of	its	deferred	tax	assets	and	liabilities	on	an	ongoing	basis.

The	recoverability	of	the	Company's	remaining	net	deferred	tax	asset	has	been	assessed	utilizing	projections	based	on	its	current	operations.	The	projections	show	a significant	decrease	in	depreciation	in	the	later	years	of	the	carryforward	period	as	a	result	of	a	significant	portion	of	its	assets	being	fully	depreciated	during	the	first fifteen	years	of	the	carryforward	period.	Accordingly,	the	recoverability	of	the	net	deferred	tax	asset	is	not	dependent	on	material	improvements	to	operations,	material asset	sales	or	other	non-routine	transactions.	Based	on	its	current	outlook	of	future	taxable	income	during	the	carryforward	period,	management	believes	that	the	net deferred	tax	asset	will	be	realized.

The	realization	of	the	Company's	deferred	tax	assets	as	of	December	31,	2008	will	be	dependent	upon	its	ability	to	generate	approximately	$1.4	billion	and	$1.3	billion in	federal	and	state	taxable	income,	respectively,	from

January	1,	2009	to	December	31,	2028.	If	the	Company	is	unable	to	generate	sufficient	taxable	income	in	the	future,	it	will	be	required	to	reduce	its	net	deferred	tax	asset through	a	charge	to	income	tax	expense,	which	would	result	in	a	corresponding	decrease	in	stockholders'	equity.

From	time	to	time	the	Company	is	subject	to	examination	by	various	tax	authorities	in	jurisdictions	in	which	the	Company	has	significant	business	operations.	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,	2008.

# 12.				STOCK-BASED	COMPENSATION

The	Company	recognized	stock-based	compensation	of	$54.8	million	and	$54.6	million	for	the	years	ended	December	31,	2008	and	2007,	respectively.	Stock-based compensation	for	the	year	ended	December	31,	2007	included	$7.6	million	related	to	the	modification	of	certain	stock	option	awards	to	revise	vesting	and	exercise	terms for	terminated	employees.	The	Company	did	not	capitalize	any	stock-based	compensation	during	the	years	ended	December	31,	2008	and	2007.

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.	In	May	2007,	the	Company's	stockholders	approved	the	2007	Equity	Incentive	Plan	(2007	Plan),	which	provides	for	the	grant	of	non-qualified	and incentive	stock	options,	as	well	as	restricted	stock	units,	restricted	stock	and	other	stock-based	awards.	Under	the	2007	Plan,	exercise	prices	in	the	case	of	non-qualified and	incentive	stock	options	are	not	less	than	the	fair	market	value	of	the	underlying	common	stock	on	the	date	of	grant.	Equity	awards	generally	vest	ratably	over various	periods,	generally	four	years,	and	generally	expire	ten	years	from	the	date	of	grant.

Stock	Options—During	the	year	ended	December	31,	2008,	the	Company	granted	options	to	purchase	approximately	1.7	million	shares	of	Common	Stock	under	the 2007	Plan.	As	of	December	31,	2008,	the	Company	had	the	ability	to	grant	stock-based	awards	with	respect	to	an	aggregate	of	26.4	million	shares	of	Common	Stock under	the	2007	Plan.

The	fair	value	of	each	option	grant	is	estimated	on	the	date	of	grant	using	the	Black-Scholes	option	pricing	model	based	on	the	assumptions	noted	in	the	table	below.	The risk-free	treasury	rate	is	based	on	the	U.S.	Treasury	yield	in	effect	at	the	accounting	measurement	date.	The	expected	life	(estimated	period	of	time	outstanding)	was estimated	using	the	vesting	term	and	historical	exercise	behavior	of	Company	employees.	The	expected	volatility	was	based	on	historical	volatility	for	a	period	equal	to the	expected	life	of	the	stock	options.

In	December	2007,	the	SEC	issued	SAB	No.	110,	which	expresses	the	views	of	the	SEC	staff	regarding	the	use	of	a	"simplified"	method,	as	discussed	in	SAB	No.	107 "Share-Based	Payment"	(SAB	No.	107),	in	developing	an	estimate	of	the	expected	term	of	"plain	vanilla"	share	options	in	accordance	with	SFAS	No.	123R.	SAB No.	110	allows	companies,	under	certain	circumstances,	to	use	the	simplified	method	beyond	December	31,	2007.	Prior	to	the	adoption	of	SAB	No.	110,	the	Company used	the	simplified	method	under	SAB	No.	107	since	July	1,	2005	to	determine	the	expected	life	of	its	stock	options.	In	connection	with	the	January	1,	2008	adoption	of SFAS	No.	110,	the	Company	reexamined	its	historical	pattern	of	option	exercises	in	an	effort	to	determine	if	there	were	any	discernable	patterns	of	employee	activity. The	expected	life	computation	has	been	revised	to	take	into	consideration	historical	exercise	patterns	and	post-vesting	termination	behavior	within	the	employee population.	Based	on	its	examination,	the	Company	determined	that	the	expected	life	assumption	used	in	valuing	future	grants	of	its	stock	options	should	be	reduced	in accordance	with	SAB	No.	110.	Accordingly,	the	impact	of	the	adoption	of	SAB	No.	110	resulted	in	a	change	in	the	expected	life	of	options	granted	after	January	1,	2008 to	four	years.

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

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trates | 1.44%\t–\t3.05% | 3.41%\t–\t4.92% | 4.36%\t–\t5.08% |
| Weighted\taverage\trisk-free\tinterest\trate | 1.89% | 4.40% | 4.72% |
| Expected\tlife\tof\toption\tgrants | 4.00\tyears | 6.25\tyears | 6.25\tyears |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 28.51%\t–\t35.30% | 27.53%\t–\t28.11% | 29.60% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 29.10% | 28.00% | 29.60% |
| Expected\tannual\tdividends | N/A | N/A | N/A |

As	of	December	31,	2008,	total	unrecognized	compensation	expense	related	to	unvested	stock	options	was	approximately	$57.7	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	approximately	$81.4	million	during	the year	ended	December	31,	2008.	During	the	year	ended	December	31,	2008,	the	Company	did	not	realize	any	tax	benefits	from	the	exercise	of	stock	options.	A	summary of	weighted	average	grant	date	fair	value,	intrinsic	value	of	stock	options	exercised	and	the	fair	value	of	options	vested	is	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Weighted\taverage\tgrant\tdate\tfair\tvalue\tper\tshare | $ 9.55 | $14.54 | $12.58 |
| Intrinsic\tvalue\tof\tstock\toption\texercised\t(in\tmillions) | 99.1 | 167.5 | 84.9 |
| Fair\tvalue\tof\toptions\tvested\t(in\tmillions) | 49.3 | 37.1 | 30.5 |

The	following	table	summarizes	the	Company's	option	activity	for	the	periods	presented:

|  |  | Weighted | Average | Aggregate |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Average | Contractual | Intrinsic\tValue |
|  | Options | Exercise\tPrice | Term\t(Years) | (in\tmillions) |
| Outstanding\tas\tof\tDecember\t31,\t2007 | 17,392,583 | $26.42 |  |  |
| Granted | 1,747,200 | 37.01 |  |  |
| Exercised | (4,544,703) | 17.92 |  |  |
| Cancelled | (1,409,214) | 32.27 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2008 | 13,185,866 | $30.12 | 7.20 | $51.3 |
| Exercisable\tas\tof\tDecember\t31,\t2008 | 5,487,365 | $24.93 | 6.20 | $39.0 |
| Vested\tor\texpected\tto\tvest\tas\tof\tDecember\t31,\t2008 | 12,900,285 | $29.99 | 7.18 | $51.2 |

The	following	table	sets	forth	information	regarding	options	outstanding	at	December	31,	2008:

| Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Exercisable | Options	Exercisable |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Outstanding |  | Weighted | Weighted\tAverage |  | Weighted |
| Number\tof\nOptions | Range\tof\tExercise\nPrice\tPer\tShare | Average\tExercise\nPrice\tPer\tShare | Remaining\tLife\n(Years) | Options\nExercisable | Average\tExercise\nPrice\tPer\tShare |
| 1,029,452 | $\t\t3.87\t\t—$13.50 | $10.18 | 4.13 | 1,029,452 | $10.18 |
| 1,015,745 | 14.02\t\t—\t\t18.15 | 18.05 | 6.19 | 772,120 | 18.02 |
| 1,093,255 | 18.16\t\t—\t\t22.20 | 19.00 | 5.98 | 546,168 | 19.40 |
| 1,472,592 | 22.43\t\t—\t\t31.06 | 23.41 | 6.15 | 875,192 | 23.62 |
| 2,597,312 | 31.50\t\t—\t\t37.13 | 31.63 | 7.12 | 1,081,440 | 31.71 |
| 3,534,029 | 37.52\t\t—\t\t37.52 | 37.52 | 8.15 | 802,189 | 37.52 |
| 1,312,531 | 37.63\t\t—\t\t37.70 | 37.70 | 9.15 | 51,679 | 37.69 |
| 1,130,950 | 37.88\t\t—\t\t53.62 | 43.22 | 8.32 | 329,125 | 44.97 |
| 13,185,866 | $\t\t3.87\t\t—\t\t53.62 | $30.12 | 7.42 | 5,487,365 | $24.93 |

Restricted	Stock	Units—During	the	year	ended	December	31,	2008,	the	Company	granted	restricted	stock	units	with	respect	to	1.3	million	shares	of	its	Common	Stock pursuant	to	the	2007	Plan.	Restricted	stock	units	generally	vest	ratably	over	various	periods,	generally	four	years.	The	Company	recognizes	the	expense	associated	with the	units	over	the	vesting	term.	The	expense	is	based	on	the	fair	market	value	of	the	units	awarded	at	the	date	of	grant,	times	the	number	of	shares	subject	to	the	units awarded.

The	following	table	summarizes	the	Company's	restricted	stock	unit	activity	during	the	year	ended	December	31,	2008:

|  | Number<br>of	Units | Date	Fair<br>Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2008 | — | $— |
| Granted | 1,285,808 | 37.26 |
| Vested | (11,440) | 37.70 |
| Cancelled | (136,100) | 37.80 |
| Outstanding\tas\tof\tDecember\t31,\t2008 | 1,138,268 | $37.19 |
| Vested\tand\texpected\tto\tvest,\tnet\tof\testimated\tforfeitures,\tas\tof\tDecember\t31,\t2008 | 1,062,609 | $37.17 |

The	total	fair	value	of	the	restricted	stock	units	that	vested	during	the	year	ended	December	31,	2008	was	$0.4	million.	As	of	December	31,	2008,	total	unrecognized compensation	expense	related	to	unvested	restricted	stock	units	granted	under	the	2007	Plan	was	$31.1	million	and	is	expected	to	be	recognized	over	a	weighted	average period	of	approximately	three	years.

Employee	Stock	Purchase	Plan—The	Company	also	maintains	an	employee	stock	purchase	plan	(ESPP)	for	all	eligible	employees.	Under	the	ESPP,	shares	of	the Company's	Common	Stock	may	be	purchased	during	bi-annual	offering	periods	at	85%	of	the	lower	of	the	fair	market	value	on	the	first	or	the	last	day	of	each	offering period.	Employees	may	purchase	shares	having	a	value	not	exceeding	15%	of	their	gross	compensation	during	an	offering	period	and	may	not	purchase	more	than $25,000	worth	of	stock	in	a	calendar	year	(based	on	market	values	at	the	beginning	of	each	offering	period).	The	offering	periods	run	from	June	1	through	November	30 and

from	December	1	through	May	31	of	each	year.	During	the	2008,	2007	and	2006	offering	periods	employees	purchased	55,764,	48,886	and	53,210	shares,	respectively, at	weighted	average	prices	per	share	of	$30.08,	$33.93	and	$24.98,	respectively.	The	fair	value	of	the	ESPP	offerings	is	estimated	on	the	offering	period	commencement date	using	a	Black-Scholes	pricing	model	with	the	expense	recognized	over	the	expected	life,	which	is	the	six	month	offering	period	over	which	employees	accumulate payroll	deductions	to	purchase	the	Company's	Common	Stock.	The	weighted	average	fair	value	for	the	ESPP	shares	purchased	during	2008,	2007	and	2006	were	$7.89, $9.09	and	$6.79,	respectively.	At	December	31,	2008,	8.8	million	shares	remain	reserved	for	future	issuance	under	the	plan.

Key	assumptions	used	to	apply	this	pricing	model	for	the	years	ended	December	31,	are	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk\tfree\tinterest\trates | 1.99%—3.28% | 4.98%—5.05% | 5.01%—5.17% |
| Weighted\taverage\trisk-free\tinterest\trate | 2.58% | 5.02% | 5.08% |
| Expected\tlife\tof\tthe\tshares | 6\tmonths | 6\tmonths | 6\tmonths |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 27.85%—28.51% | 27.53%—28.74% | 29.60% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 28.51% | 28.22% | 29.60% |
| Expected\tannual\tdividends | N/A | N/A | N/A |

# 13.				STOCKHOLDERS'	EQUITY

Warrants—In	January	2003,	the	Company	issued	warrants	to	purchase	approximately	11.4	million	shares	of	its	Common	Stock	in	connection	with	an	offering	of 808,000	units,	each	consisting	of	$1,000	principal	amount	at	maturity	of	ATI	12.25%	senior	subordinated	discount	notes	due	2008	and	a	warrant	to	purchase	14.0953 shares	of	the	Company's	Common	Stock.	These	warrants	became	exercisable	on	January	29,	2006	at	an	exercise	price	of	$0.01	per	share.	As	these	warrants	expired	on August	1,	2008,	none	were	outstanding	as	of	December	31,	2008.

In	August	2005,	the	Company	completed	its	merger	with	SpectraSite,	Inc.	and	assumed	outstanding	warrants	to	purchase	shares	of	SpectraSite,	Inc.	common	stock.	As of	the	merger	completion	date,	each	warrant	was	exercisable	for	two	shares	of	SpectraSite,	Inc.	common	stock	at	an	exercise	price	of	$32	per	warrant.	Upon	completion of	the	merger,	each	warrant	to	purchase	shares	of	SpectraSite,	Inc.	common	stock	automatically	converted	into	a	warrant	to	purchase	shares	of	the	Company's	Common Stock,	such	that	upon	exercise	of	each	warrant,	the	holder	has	a	right	to	receive	3.575	shares	of	the	Company's	Common	Stock	in	lieu	of	each	share	of	SpectraSite,	Inc. common	stock	that	would	have	been	receivable	under	each	assumed	warrant	prior	to	the	merger.	Upon	completion	of	the	Company's	merger	with	SpectraSite,	Inc., these	warrants	were	exercisable	for	approximately	6.8	million	shares	of	Common	Stock.	Of	these	warrants,	warrants	to	purchase	approximately	1.8	million	and 2.0	million	shares	of	Common	Stock	remained	outstanding	as	of	December	31,	2008	and	2007,	respectively.	These	warrants	will	expire	on	February	10,	2010.

Stock	Repurchase	Programs—During	the	year	ended	December	31,	2008,	the	Company	repurchased	an	aggregate	of	approximately	18.3	million	shares	of	its	Common Stock	for	an	aggregate	of	$697.1	million,	including	commissions	and	fees,	pursuant	to	its	publicly	announced	stock	repurchase	programs,	as	described	below.

In	February	2007,	the	Company	completed	its	$750.0	million	stock	repurchase	program,	originally	announced	in	November	2005.	During	the	year	ended	December	31, 2007,	the	Company	repurchased	8.8	million	shares	of	its	Common	Stock	for	an	aggregate	of	$351.0	million,	including	commissions	and	fees,	pursuant	to	this	repurchase program.

In	February	2007,	the	Company's	Board	of	Directors	approved	a	$1.5	billion	stock	repurchase	program	(2007	Buyback),	which	the	Company	ended	in	February	2008. During	the	year	ended	December	31,	2007,	the	Company	repurchased	31.1	million	shares	of	its	Common	Stock	for	an	aggregate	of	$1.3	billion,	including	commissions and	fees,	pursuant	to	this	repurchase	program.	During	the	three	months	ended	March	31,	2008,	the	Company	repurchased	4.3	million	additional	shares	of	its	Common Stock	for	an	aggregate	of	$163.7	million,	including	commissions	and	fees,	resulting	in	total	repurchases	under	the	2007	Buyback	of	approximately	35.3	million	shares	of Common	Stock	for	an	aggregate	of	$1.45	billion,	including	commissions	and	fees.

In	February	2008,	the	Company's	Board	of	Directors	approved	a	$1.5	billion	stock	repurchase	program	(2008	Buyback).	In	the	near	term,	the	Company	expects	to	fund repurchases	through	a	combination	of	cash	on	hand,	cash	provided	by	operations	and	borrowings	under	its	Revolving	Credit	Facility.	If	the	financial	and	credit	markets improve,	the	Company	expects	that	it	may	opportunistically	raise	additional	capital,	which	the	Company	could	then	use	to	fund	future	purchases	of	its	Common	Stock. Purchases	under	this	stock	repurchase	program	are	subject	to	the	Company	having	available	cash	to	fund	repurchases.	Under	the	program,	the	Company	is	authorized	to purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at	prevailing	prices	as	permitted	by	securities	laws	and	other	legal requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate	repurchases,	the	Company	makes	purchases	pursuant	to	trading	plans	under	Rule	10b5-1 of	the	Exchange	Act,	which	allows	the	Company	to	repurchase	shares	during	periods	when	it	otherwise	might	be	prevented	from	doing	so	under	insider	trading	laws	or because	of	self-imposed	trading	blackout	periods.	During	the	year	ended	December	31,	2008,	pursuant	to	the	2008	Buyback,	the	Company	repurchased	approximately 14.0	million	shares	of	its	Common	Stock	for	an	aggregate	of	$533.3	million,	including	commissions	and	fees,	of	which	$533.0	million	was	paid	in	cash	prior	to December	31,	2008	and	$0.3	million	was	included	in	accounts	payable	and	accrued	expenses	in	the	accompanying	condensed	consolidated	balance	sheet	as	of December	31,	2008.

In	the	fourth	quarter	of	2008,	the	Company	significantly	reduced	purchases	of	Common	Stock	under	its	stock	repurchase	program	based	on	the	downturn	in	the economy	and	the	disruptions	in	the	financial	and	credit	markets.	Between	January	1,	2009	and	February	13,	2009,	the	Company	repurchased	approximately	28,000 shares	of	its	Common	Stock	for	an	aggregate	of	$0.8	million,	including	commissions	and	fees.	As	of	February	13,	2009,	the	Company	had	repurchased	a	total	of 14.0	million	shares	of	its	Common	Stock	for	an	aggregate	of	$534.1	million,	including	commissions	and	fees,	pursuant	to	the	2008	Buyback.	The	Company	expects	to continue	to	manage	the	pacing	of	the	program	in	the	future	in	response	to	general	market	conditions	and	other	relevant	factors.

3.25%	Convertible	Notes—During	the	years	ended	December	31,	2008	and	2007,	the	Company	issued	an	aggregate	of	approximately	1.5	million	and	7.3	million	shares of	Common	Stock,	respectively,	upon	conversion	of	$18.3	million	and	$89.5	million	principal	amount,	respectively	of	the	3.25%	Notes.	Pursuant	to	the	terms	of	the indenture,	holders	of	the	3.25%	Notes	are	entitled	to	receive	81.808	shares	of	Common	Stock	for	every	$1,000	principal	amount	of	notes	converted.	In	connection	with the	conversions	in	2008	and	2007,	the	Company	paid	the	holders	an	aggregate	of	approximately	$0.2	million	and	$3.7	million,	respectively,	calculated	based	on	the accrued	and	unpaid	interest	on	the	notes	and	the	discounted	value	of	the	future	interest	payments	on	the	notes,	which	is	reflected	in	loss	on	retirement	of	long-term obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	years	ended	December	31,	2008	and	2007,	respectively.

3.00%	Convertible	Notes—During	the	years	ended	December	31,	2008	and	2007,	the	Company	issued	an	aggregate	of	approximately	8.9	million	and	973	shares	of Common	Stock,	respectively,	upon	conversion	of	$182.8	million	and	$0.02	million	principal	amount,	respectively,	of	3.00%	Notes.	Pursuant	to	the	terms	of	the indenture,	holders	of	the	3.00%	Notes	are	entitled	to	receive	48.7805	shares	of	Common	Stock	for	every	$1,000	principal	amount	of	notes	converted.	In	connection	with the	conversions	in	2008,	the	Company	paid	such	holders	an	aggregate	of	approximately	$4.7	million,	calculated	based	on	the	discounted	value	of	the	future	interest payments	on	the	notes,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended December	31,	2008.

The	significant	components	reflected	in	impairments,	net	loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense	in	the	accompanying	consolidated statements	of	operations	include	the	following:

Impairments	and	Net	Loss	on	Sale	of	Long-Lived	Assets—During	the	years	ended	December	31,	2008,	2007	and	2006,	the	Company	recorded	impairments	and	net	loss on	sale	of	long-lived	assets	(primarily	related	to	its	rental	and	management	segment)	of	$11.2	million,	$9.2	million	and	$2.6	million,	respectively.	During	the	years ended	December	31,	2008,	2007	and	2006	respectively,	the	Company	recorded	net	losses	associated	with	the	sales	of	certain	non-core	towers	and	other	assets,	as	well	as impairment	charges	to	write-down	certain	assets	to	net	realizable	value	after	an	indicator	of	impairment	had	been	identified.	As	a	result,	the	Company	recorded	net losses	and	impairments	of	approximately	$10.5	million,	$7.1	million	and	$2.0	million	for	the	years	ended	December	31,	2008,	2007	and	2006,	respectively.	The	net	loss for	the	year	ended	December	31,	2008	is	comprised	of	net	losses	from	asset	sales	and	other	impairments	of	$10.7	million,	offset	by	gains	from	asset	sales	of	$0.2	million. The	net	loss	for	the	year	ended	December	31,	2007	is	comprised	of	net	losses	from	asset	sales	and	other	impairments	of	$7.8	million,	offset	by	gains	from	asset	sales	of $0.7	million.

Merger	Related	Expense—During	the	year	ended	December	31,	2005,	the	Company	assumed	certain	obligations,	as	a	result	of	the	merger	with	SpectraSite,	Inc., primarily	related	to	employee	separation	costs	of	former	SpectraSite	employees.	Severance	payments	made	to	former	SpectraSite,	Inc.	employees	were	subject	to	plans and	agreements	established	by	SpectraSite,	Inc.	and	assumed	by	the	Company	in	connection	with	the	merger.	These	costs	were	recognized	as	an	assumed	liability	in	the purchase	price	allocation.	In	addition,	the	Company	also	incurred	certain	merger	related	costs	for	additional	employee	retention	and	separation	costs	incurred	during	the year	ended	December	31,	2006.	The	following	table	displays	the	activity	with	respect	to	this	accrued	liability	for	the	years	ended	December	31,	2008,	2007	and	2006	(in thousands):

|  | Liability |  |  |  | Liability |  |  |  | Liability |  |  |  | Liability |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | as\tof |  |  |  | as\tof |  |  |  | as\tof |  |  |  | as\tof |
|  | December\t31, | 2006 | 2006\tCash |  | December\t31, | 2007 | 2007\tCash |  | December\t31, | 2008 | 2008\tCash |  | December\t31, |
|  | 2005 | Expense | Payments | Other | 2006 | Expense | Payments | Other | 2007 | Expense | Payments | Other | 2008 |
| Employee\tseparations | $20,963 | $496 | $(12,389) | $(1,743) | $7,327 | $633 | $(6,110) | $ (304) | $1,546 | $284 | $(1,901) | $71 | — |

As	of	December	31,	2008,	the	Company	had	paid	all	of	these	merger	related	liabilities.

# 15.				EARNINGS	PER	COMMON	SHARE

For	the	years	ended	December	31,	2008,	2007	and	2006,	the	weighted	average	number	of	common	shares	outstanding	excludes	shares	issuable	upon	conversion	of	the Company's	convertible	notes	of	1.2	million,	18.5	million	and	33.1	million,	respectively,	and	stock	options	and	share	based	awards	of	6.3	million,	6.1	million	and 5.1	million,	respectively,	as	the	effect	would	be	anti-dilutive.

The	following	table	sets	forth	basic	and	diluted	income	(loss)	from	continuing	operations	per	common	share	computational	data	for	the	years	ended	December	31,	2008, 2007	and	2006	(in	thousands,	except	per	share	data):

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations | $236,264 | $92,712 | $28,338 |
| Effect\tof\tconvertible\tnotes | 5,224 | — | — |
| Income\tavailable\tto\tcommon\tshareholders,\tas\tadjusted\tfor\tdiluted\tearnings | $241,488 | $92,712 | $28,338 |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | 395,947 | 413,167 | 424,525 |
| Dilutive\tsecurities: |  |  |  |
| Stock\toptions,\twarrants\tand\tconvertible\tnotes | 22,410 | 12,912 | 11,692 |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | 418,357 | 426,079 | 436,217 |
| Basic\tincome\tfrom\tcontinuing\toperations\tper\tcommon\tshare | $0.60 | $0.22 | $0.06 |
| Diluted\tincome\tfrom\tcontinuing\toperations\tper\tcommon\tshare | $0.58 | $0.22 | $0.06 |

# 16.				COMMITMENTS	AND	CONTINGENCIES

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-cancelable	term	of	the	lease.

Future	minimum	rental	payments	under	non-cancelable	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	tower	site	and	related	revenues	from	tenant	leases,	thereby	making	it	reasonably	assured	that	the	Company	will	renew	the	lease. Such	payments	in	effect	at	December	31,	2008	are	as	follows	(in	thousands):

# Year	Ending	December	31,

Aggregate	rent	expense	(including	the	effect	of	straight-line	rent	expense)	under	operating	leases	for	the	years	ended	December	31,	2008,	2007	and	2006	approximated $263.9	million,	$246.4	million	and	$237.0	million,	respectively.

Future	minimum	payments	under	capital	leases	in	effect	at	December	31,	2008	are	as	follows	(in	thousands):

Customer	Leases—The	Company's	lease	agreements	with	its	customers	vary	depending	upon	the	region	and	the	industry	of	the	customer.	In	the	United	States,	initial terms	for	television	and	radio	broadcast	leases	typically	range	between	10	to	20	years,	while	leases	for	wireless	communications	providers	generally	have	initial	terms	of five	to	ten	years.	In	Mexico,	Brazil	and	India,	the	Company's	typical	tenant	leases	have	an	initial	term	of	10	years.	In	most	cases,	the	Company's	tenant	leases	have multiple	renewal	terms	at	the	option	of	the	customer.

Future	minimum	rental	receipts	expected	from	customers	under	non-cancelable	operating	lease	agreements	in	effect	at	December	31,	2008	are	as	follows	(in	thousands):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2009 | $1,408,672 |
| 2010 | 1,356,115 |
| 2011 | 1,259,232 |
| 2012 | 1,151,040 |
| 2013 | 1,003,628 |
| Thereafter | 2,879,718 |
| Total | $9,058,405 |

Legal	and	Governmental	Proceedings	Related	to	Review	of	Stock	Option	Granting	Practices	and	Related	Accounting—During	the	year	ended	December	31,	2006,	the Company	received	a	letter	of	informal	inquiry	from	the	SEC	Division	of	Enforcement,	a	subpoena	from	the	United	States	Attorney's	Office	for	the	Eastern	District	of New	York,	and	an	Information	Document	Request	from	the	Internal	Revenue	Service	(IRS),	each	requesting	documents	and	other	information	related	to	Company	stock option	grants	and	stock	option	practices.	In	addition,	in	August	2007,	the	Company	received	a	request	for	information	from	the	Department	of	Labor	(DOL)	with	respect to	the	Company's	retirement	savings	plan,	including	documents	related	to	Company	stock	option	grants	and	the	Company's	historical	stock	option	administrative practices.	The	Company	has	become	aware	that	a	former	officer	of	the	Company	has	received	a	"Wells"	notice	from	the	SEC	which	affords	such	individual	the opportunity	to	make	a	submission	to	the	SEC	with	respect	to	contemplated	civil	enforcement	recommendations	against	such	individual	for	certain	violations	of	the federal	securities	laws.	In	September	2008,	the	DOL	concluded	its	review	and	advised	the	Company	that	no	action	would	be	taken.	The	reviews	being	conducted	by	the SEC,	the	U.S.	Attorney's	Office	and	the	IRS	remain	ongoing,	and	the	Company	continues	to	cooperate	on	these	matters.

The	Company	was	subject	to	a	securities	class	action	relating	to	its	historical	stock	option	granting	practices	and	related	accounting.	On	May	26,	2006,	a	purported securities	class	action	was	filed	in	United	States	District	Court	for	the	District	of	Massachusetts	against	the	Company	and	certain	of	its	current	officers	by	John	S. Greenebaum	for	monetary	relief.	Specifically,	the	complaint	named	the	Company,	James	D.	Taiclet,	Jr.	and	Bradley	E.	Singer	as	defendants	and	alleged	that	the defendants	violated	federal	securities	laws	in	connection	with	public	statements	made	relating	to	the	Company's	stock	option	practices	and	related	accounting.	The complaint	asserted	claims	under	Sections	10(b)	and	20(a)	of	the	Exchange	Act	and	SEC	Rule	10b-5.	In	December	2006,	the	court	appointed	the	Steamship	Trade Association-International	Longshoreman's	Association	Pension	Fund	as	the	lead	plaintiff.	In	March	2007,	plaintiffs	filed	an	amended	consolidated	complaint,	which included	additional	current	and	former	officers	and	directors	of	the	Company	as	defendants.	In	December	2007,	the	Company	announced	that	it	had	reached	a settlement	in	principle	regarding	the	securities	class	action.	The	settlement,	which	was	preliminarily	approved	by	the	court	in	February	2008,	provided	for	a	payment	by the	Company	of	$14.0	million	and	would	lead	to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	The	Company	paid	$250,000	of	the	settlement	amount to	an	escrow	account	controlled	by	the	plaintiffs	during	the	quarter	ended	March	31,	2008.	In	April	2008,	the	Company	paid	the	remaining	settlement	amount	of	$13.8 million	into	escrow	and	received	$12.5	million	in	insurance	proceeds.	In	May	2008,	the	original	plaintiff,	Mr.	Greenebaum,	filed	an	objection	to	the	settlement. Following	a	hearing	in	June	2008,	the	Court	dismissed	Mr.	Greenebaum's	objection	and	approved	the	settlement.	In	July	2008,	Mr.	Greenebaum	filed	an	untimely request	to	opt-out	of	the	settlement	class	certified	by	the	Court	in	its	orders,	which	the	Court	denied	in	August	2008.	Mr.	Greenebaum	filed	a	notice	of	appeal	of	the Court's	final	order	approving	the	settlement	agreement	and	of	the	Court's	decision	denying	his	untimely	request	to	opt	out	of	the	settlement	class.	In	December	2008, the	Company	entered	into	a	settlement	agreement	with	Mr.	Greenebaum	providing	for	payment	by	the	Company	of	$5,000,	which	the	Court	approved	in	January	2009. In	January	2009,	the	lead	plaintiff	entered	into	a	settlement	agreement	with	Mr.	Greenebaum.	As	a	result	of	these	settlements,	Mr.	Greenebaum	withdrew	his	appeals, effectively	ending	the	litigation.

On	May	24,	2006	and	June	14,	2006,	two	shareholder	derivative	lawsuits	were	filed	in	Suffolk	County	Superior	Court	in	Massachusetts	by	Eric	Johnston	and	Robert	L. Garber,	respectively.	The	lawsuits	were	filed	against	certain	of	the	Company's	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties	and unjust	enrichment	in	connection	with	the	Company's	historical	stock	option	granting	practices.	The	lawsuits	also	named	the	Company	as	a	nominal	defendant.	The lawsuits	sought	to	recover	the	damages	sustained	by	the	Company	and	disgorgement	of	all	profits	received	with	respect	to	the	alleged	backdated	stock	options.	In October	2006,	these	two	lawsuits	were	consolidated,	and	in	October	2007,	the	court	dismissed	the	complaint,	without	leave	to	amend,	due	to	the	plaintiffs'	failure	to make	a	demand	upon	the	Company's	Board	of	Directors	before	initiating	their	lawsuits.	In	December	2007,	the	plaintiffs	filed	an	appeal	of	that	decision	to	the Massachusetts	Court	of	Appeals	which	the	Company	is	opposing	and	in	April	2008,	the	Company	filed	a	motion	to	dismiss	the	appeal	as	moot.	In	June	2008,	the Massachusetts	Supreme	Judicial	Court	elected,	on	its	own	motion,	to	hear	the	appeal,	which	remains	pending.

On	June	13,	2006,	June	22,	2006	and	August	23,	2006,	three	shareholder	derivative	lawsuits	were	filed	in	United	States	District	Court	for	the	District	of	Massachusetts by	New	South	Wales	Treasury	Corporation,	as	Trustee	for	the	Alpha	International	Managers	Trust,	Frank	C.	Kalil	and	Don	Holland,	and	Leslie	Cramer,	respectively. The	lawsuits	were	filed	against	certain	of	the	Company's	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties,	waste	of	corporate	assets, gross	mismanagement	and	unjust	enrichment	in	connection	with	the	Company's	historical	stock	option	granting	practices.	The	lawsuits	also	named	the	Company	as	a nominal	defendant.	In	December	2006,	the	court	consolidated	these	three	lawsuits	and	appointed	New	South	Wales	Treasury	Corporation	as	the	lead	plaintiff.	In February	2007,	the	plaintiffs	filed	an	amended	consolidated	complaint.	In	February	2008,	the	court	dismissed	the	complaint	due	to	the	plaintiffs'	failure	to	make	a demand	on	the	Company's	Board	of	Directors	before	initiating	their	lawsuits.	The	plaintiff	elected	not	to	appeal.	As	the	dismissal	is	now	final	and	unappealable,	this effectively	ended	the	litigation.	In	December	2007,	the	plaintiffs

also	made	a	demand	on	the	Company's	Board	of	Directors.	In	May	2008,	a	special	litigation	committee	of	the	Company's	Board	of	Directors	refused	the	demand, concluding	that	it	would	not	be	in	the	best	interest	of	the	Company's	stockholders	to	pursue	active	litigation	and	that	the	Company	should	seek	to	settle	any	claims	that	it may	have.

Mexico	Litigation—One	of	the	Company's	subsidiaries,	SpectraSite	Communications,	Inc.	(SCI),	is	involved	in	a	lawsuit	brought	in	Mexico	against	a	former	Mexican subsidiary	of	SCI	(the	subsidiary	of	SCI	was	sold	in	2002,	prior	to	the	Company's	merger	with	SCI's	parent	in	2005).	The	lawsuit	concerns	a	terminated	tower construction	contract	and	related	agreements	with	a	wireless	carrier	in	Mexico.	The	primary	issue	for	the	Company	is	whether	SCI	itself	can	be	found	liable	to	the Mexican	carrier.	The	trial	and	lower	appellate	courts	initially	found	that	SCI	had	no	such	liability	in	part	because	Mexican	courts	do	not	have	full	jurisdiction	over	SCI. These	decisions	were	appealed	by	the	plaintiff,	and	in	July	2008,	they	were	reversed	by	an	intermediate	Mexican	appellate	court.	In	its	decision,	the	intermediate appellate	court	identified	potential	damages	of	approximately	$23.0	million.	SCI	appealed	that	ruling	to	a	higher	constitutional	court	in	Mexico.	In	January	2009,	the constitutional	court	ruled	in	SCI's	favor,	remanding	the	case	back	to	the	intermediate	appellate	court	for	further	proceedings.	The	intermediate	appellate	court	is	now reconsidering	its	original	decision	and	the	Company	awaits	its	ruling.	As	such,	the	Company	is	unable	to	determine	at	this	time	whether	any	of	that	potential	liability survives	the	decision	by	the	constitutional	court	or	estimate	its	share,	if	any,	of	that	potential	liability	at	this	stage	of	the	proceedings.

AT&T	Transaction—SpectraSite	entered	into	an	agreement	with	SBC	Communications	Inc.,	a	predecessor	entity	to	AT&T	Inc.	(AT&T),	for	the	lease	or	sublease	of approximately	2,500	towers	from	AT&T	between	December	2000	and	August	2004.	All	of	the	towers	are	part	of	the	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. SpectraSite	has	the	option	to	purchase	the	sites	subject	to	the	lease	or	sublease	upon	their	expiration.	Each	of	the	towers	is	assigned	into	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	sublease for	that	site	plus	the	fair	market	value	of	certain	alterations	made	to	the	related	tower	by	AT&T.	The	aggregate	purchase	option	price	for	the	towers	leased	and	subleased was	approximately	$375.4	million	as	of	December	31,	2008,	and	will	accrete	at	a	rate	of	10%	per	year	to	the	applicable	expiration	of	the	lease	or	sublease	of	a	site.	For all	such	sites	purchased	by	SpectraSite	at	the	expiration	of	the	lease	or	sublease,	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	CPI.

ALLTEL	Transaction—In	December	2000,	the	Company	entered	into	an	agreement	with	ALLTEL	(which	completed	its	merger	with	Verizon	Wireless	in	January	2009) to	acquire	communications	towers	from	ALLTEL	through	a	15-year	sublease	agreement.	Pursuant	to	the	agreement	with	ALLTEL,	as	amended,	the	Company	acquired rights	to	a	total	of	approximately	1,800	towers	in	tranches	between	April	2001	and	March	2002.	The	Company	has	the	option	to	purchase	these	towers	at	the	expiration of	the	sublease	period,	which	will	occur	between	April	2016	and	March	2017	based	on	the	original	closing	date	for	such	tranche	of	towers.	The	purchase	price	per	tower as	of	the	original	closing	date	was	$27,500	and	will	accrete	at	a	rate	of	3%	per	annum	through	the	expiration	of	the	sublease	period.	The	aggregate	purchase	option	price for	the	subleased	towers	was	approximately	$60.5	million	as	of	December	31,	2008.	At	ALLTEL's	option,	at	the	expiration	of	the	sublease	period	the	purchase	price	will be	payable	in	cash	or	with	769	shares	of	the	Company's	Common	Stock	per	tower.

Guarantees	and	Indemnifications—The	Company	complies	with	the	liability	and	measurement	provisions	of	FIN	45,	"Guarantor's	Accounting	and	Disclosure Requirements	for	Guarantees,	Including	Indirect	Guarantees	of	Indebtedness	of	Others,	an	interpretation	of	FASB	Statements	No.	5,	57	and	107	and	rescission	of	FASB

Interpretation	No.	34."	The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	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	guaranty	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	contract.	Further,	the	Company's	obligations	under	these	agreements	may	be	limited	in	duration	and/or	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,	2008,	is	not	aware	of	any	agreements	that	could	result	in	a	material	payment.

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

# 17.				SUPPLEMENTAL	CASH	FLOW	INFORMATION

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

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tduring\tthe\tperiod\tfor\tinterest | $248,551 | $236,389 | $202,730 |
| Cash\tpaid\t(received)\tduring\tthe\tperiod\tfor\tincome\ttaxes |  |  |  |
| (net\tof\trefunds) | 35,062 | (29,034) | 26,474 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| Conversion\tof\tconvertible\tnotes\t(excluding\tloss\ton\tretirement) | \t 198,545 | 88,085 | 44,076 |
| Decrease\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\tand\tconstruction |  |  |  |
| activities | (5,593) | (1,474) | (4,532) |
| Capital\tleases | 1,439 | 1,639 | 1,127 |
| Surrender\tof\toptions\tas\tpayment\tfor\tliability | — | — | 1,305 |

# 18.				BUSINESS	SEGMENTS

As	of	December	31,	2008,	the	Company	operates	in	two	business	segments:	rental	and	management	and	network	development	services.	The	rental	and	management segment	provides	for	the	leasing	and	subleasing	of	antenna	sites	on	multi-tenant	towers	and	other	properties	for	a	diverse	range	of	customers	primarily	in	the	wireless communications	and	broadcast	industries.	Through	its	network	development	services	segment,	the	Company	offers	tower-related	services	in	the	United	States,	including site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services	which	directly	support	the	Company's	site	leasing	business	and	the	addition	of	new tenants	and	equipment	on	its	sites.

The	accounting	policies	applied	in	compiling	the	segment	information	below	are	similar	to	those	described	in	note	1.	In	evaluating	financial	performance,	management focuses	on	segment	gross	margin	and	segment	operating	profit.	The	Company	defines	segment	gross	margin	as	segment	revenue	less	segment	operating	expenses excluding	depreciation,	amortization	and	accretion;	selling,	general,	administrative	and	development	expense;	and	impairments,	net	loss	on	sale	of	long-lived	assets, restructuring	and	merger	related	expense.	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	rental	and	management	segment operating	profit	and	segment	gross	margin	also	include	interest	income,	TV	Azteca,	net.	These	measures	of	segment	gross	margin	and	segment	operating	profit	are	also before	interest	income,	interest	expense,	loss	on	retirement	of	long-term	obligations,	other	income	(expense),	minority	interest	in	net	earnings	of	subsidiaries,	income (loss)	on	equity	method	investments,	income	taxes	and	discontinued	operations.

The	Company's	reportable	segments	are	strategic	business	units	that	offer	different	services.	They	are	managed	separately	because	each	segment	requires	different resources,	skill	sets	and	marketing	strategies.	Summarized	financial	information	concerning	the	Company's	reportable	segments	as	of	and	for	the	years	ended December	31,	2008,	2007	and	2006	is	shown	in	the	tables	below.	The	Other	column	below	represents	amounts	excluded	from	specific	segments,	such	as	stock-based compensation	expense	and	corporate	expenses	included	in	selling,	general,	administrative	and	development	expense;	impairments,	net	loss	on	sale	of	long-lived	assets, restructuring	and	merger	related	expense;	interest	income;	interest	expense;	loss	on	retirement	of	long-term	obligations;	and	other	income	(expense),	as	well	as reconciles	segment	operating	profit	to	income	(loss)	before	income	taxes,	minority	interest	and	income	(loss)	on	equity	method	investments.	Rental	and	management segment	gross	margin	for	the	years	ended	December	31,	2008,	2007	and	2006	includes	non-cash	straight-line	revenue	of	$50.4	million,	$69.7	million	and	$58.3	million, respectively	and	non-cash	straight-line	expense	of	$27.6	million,	$26.7	million	and	$26.8	million,	respectively.

|  | Rental	and<br>Management | Development<br>Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |  |
| Year\tEnded\tDecember\t31,\t2008 |  |  |  |  |
| Segment\trevenues | $ 1,547,035 | $46,469 |  | $1,593,504 |
| Segment\toperating\texpenses | 363,024 | 26,831 |  | 389,855 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,253 |  |  | 14,253 |
| Segment\tgross\tmargin | $ 1,198,264 | $19,638 |  | $1,217,902 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses | 68,104 | 4,351 |  | 72,455 |
| Segment\toperating\tprofit | $ 1,130,160 | $15,287 |  | $1,145,447 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses |  |  | $107,919 | 107,919 |
| Depreciation,\tamortization\tand\taccretion | 395,974 | 2,511 | 6,847 | 405,332 |
| Other\texpenses\t(principally\tinterest\texpense) |  |  | 260,276 | 260,276 |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\ton\tequity\tmethod\ninvestments | $734,186 | $12,776 | $(375,042) | $371,920 |
| Capital\texpenditures | $235,625 | $2,287 | $5,572 | $243,484 |

|  | Rental	and<br>Management | Development<br>Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |  |
| Year\tEnded\tDecember\t31,\t2007 |  |  |  |  |
| Segment\trevenues | $ 1,425,975 | $30,619 |  | $1,456,594 |
| Segment\toperating\texpenses | 343,450 | 16,172 |  | 359,622 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,207 |  |  | 14,207 |
| Segment\tgross\tmargin | $ 1,096,732 | $14,447 |  | $1,111,179 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses | 65,920 | 3,726 |  | 69,646 |
| Segment\toperating\tprofit | $ 1,030,812 | $10,721 |  | $1,041,533 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses |  |  | $116,837 | 116,837 |
| Depreciation,\tamortization\tand\taccretion | 514,486 | 2,168 | 6,274 | 522,928 |
| Other\texpenses\t(principally\tinterest\texpense) |  |  | 248,928 | 248,928 |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\ton\tequity\tmethod |  |  |  |  |
| investments | $516,326 | $8,553 | $(372,039) | $152,840 |
| Capital\texpenditures | $139,569 | $2,115 | $12,697 | $154,381 |

|  | Rental	and<br>Management | Network<br>Development<br>Services | Other | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |  |
| Year\tEnded\tDecember\t31,\t2006 |  |  |  |  |
| Segment\trevenues | $ 1,294,068 | $23,317 |  | $1,317,385 |
| Segment\toperating\texpenses | 332,246 | 11,291 |  | 343,537 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,208 |  |  | 14,208 |
| Segment\tgross\tmargin | $976,030 | $12,026 |  | $988,056 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses | 61,113 | 4,975 |  | 66,088 |
| Segment\toperating\tprofit | $914,917 | $7,051 |  | $921,968 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses |  |  | $93,236 | 93,236 |
| Depreciation,\tamortization\tand\taccretion | 517,857 | 1,537 | 8,657 | 528,051 |
| Other\texpenses\t(principally\tinterest\texpense) |  |  | 229,817 | 229,817 |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\ton\tequity\tmethod |  |  |  |  |
| investments | $397,060 | $5,514 | $(331,710) | $70,864 |
| Capital\texpenditures | $120,537 | $1,561 | $5,000 | $127,098 |

Additional	information	relating	to	the	Company's	operating	segments	is	as	follows	(in	thousands):

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Rental\tand\tManagement | $7,398,877 | $7,398,581 |
| Network\tDevelopment\tServices | 35,618 | 30,263 |
| Other | 777,170 | 701,613 |
|  | $8,211,665 | $8,130,457 |

The	Other	line	item	above	includes	corporate	assets	such	as	cash	and	cash	equivalents,	certain	tangible	and	intangible	assets	and	income	tax	accounts	which	have	not been	allocated	to	specific	segments.

Summarized	geographical	information	related	to	the	Company's	operating	revenues	and	long-lived	assets	(property	and	equipment,	net,	goodwill	and	other	intangible assets,	net)	as	of	and	for	the	years	ended	December	31	is	as	follows	(in	thousands):

|  | 2008 | December	31,<br>2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Operating\tRevenues: |  |  |  |
| United\tStates | $1,366,685 | $1,268,316 | $1,147,787 |
| International: |  |  |  |
| Mexico | 155,321 | 134,800 | 125,694 |
| Brazil | 71,001 | 53,478 | 43,904 |
| India | 497 | — | — |
| Total\tInternational | 226,819 | 188,278 | 169,598 |
| Total\toperating\trevenues | $1,593,504 | $1,456,594 | $1,317,385 |

|  | December	31,<br>2008 | 2007 |
| :--- | :--- | :--- |
| Long-Lived\tAssets: |  |  |
| United\tStates | $6,339,947 | $6,551,024 |
| International: |  |  |
| Mexico | 327,398 | 319,769 |
| Brazil | 98,471 | 49,139 |
| India | 9,208 | — |
| Total\tInternational | 435,077 | 368,908 |
| Total\tlong-lived\tassets | $6,775,024 | $6,919,932 |

For	the	year	ended	December	31,	2008,	three	customers	within	the	rental	and	management	and	network	development	services	segments	accounted	for	10%	or	more	of the	Company's	consolidated	operating	revenues:	AT&T	Mobility,	which	accounted	for	approximately	20%	of	revenues,	Sprint	Nextel,	which	accounted	for approximately	19%	of	revenues	and	Verizon	Wireless	and	ALLTEL,	which	completed	their	merger	in	January	2009,	accounted	for	approximately	11%	and	5%, respectively,	of	revenues.

For	the	year	ended	December	31,	2007,	three	customers	within	the	rental	and	management	and	network	development	services	segments	accounted	for	10%	or	more	of the	Company's	consolidated	operating	revenues:	AT&T	Mobility,	which	accounted	for	approximately	21%	of	revenues,	Sprint	Nextel,	which	accounted	for

approximately	20%	of	revenues	(including	Sprint	Nextel	partners	and	affiliates),	and	Verizon	Wireless,	which	accounted	for	approximately	11%	of	revenues.

For	the	year	ended	December	31,	2006,	three	customers	within	the	rental	and	management	and	network	development	services	segments	accounted	for	10%	or	more	of the	Company's	consolidated	operating	revenues:	Sprint	Nextel,	which	accounted	for	approximately	21%	of	revenues	(including	Sprint	Nextel	partners	and	affiliates), AT&T	Mobility,	which	accounted	for	approximately	20%	of	revenues,	and	Verizon	Wireless,	which	accounted	for	approximately	10%	of	revenues.

# 19.				RELATED	PARTY	TRANSACTIONS

The	Company	had	the	following	related	party	transactions	during	the	years	ended	December	31,	2008,	2007	and	2006.

During	the	year	ended	December	31,	2006,	the	Company	purchased	a	9.3%	minority	interest	in	ATC	South	America	Holding	Corp	(ATC	South	America),	and	as	a result,	the	Company	owns	100%	of	ATC	South	America.	The	Company	purchased	this	interest	in	ATC	South	America	from	certain	employees,	including	Mr.	Gearon, the	Company's	former	Vice	Chairman	and	President	of	American	Tower	International,	and	William	H.	Hess,	an	executive	officer	of	the	Company,	who	initially acquired	their	interests	through	investment	in	ATC	South	America	and	pursuant	to	stock	options	granted	under	ATC	South	America's	stock	option	plan	(ATC	South America	Plan).

In	March	2004,	the	Company	entered	into	an	agreement	with	Mr.	Gearon	pursuant	to	which	he	purchased	an	approximate	1.6%	equity	interest	in	ATC	South	America for	approximately	$1.2	million	in	cash.	Pursuant	to	the	terms	of	the	agreement,	in	October	2005,	Mr.	Gearon	exercised	his	right	to	require	the	Company	to	repurchase this	interest	for	its	then	fair	market	value.	In	April	2006,	the	Company	completed	the	purchase	of	Mr.	Gearon's	interest	in	ATC	South	America	and	paid	Mr.	Gearon $3.8	million	in	cash,	including	interest,	which	was	the	fair	market	value	of	his	interest	on	the	date	of	exercise	of	his	repurchase	right,	as	determined	by	the	Company's Board	of	Directors	with	the	assistance	of	an	independent	financial	advisor.

In	the	first	quarter	of	2004,	in	connection	with	Mr.	Gearon's	investment,	options	to	purchase	6,024	shares	of	ATC	South	America	common	stock,	representing	an approximate	10.3%	equity	interest,	were	granted	under	the	ATC	South	America	Plan	to	officers	and	employees,	including	Messrs.	Gearon	and	Hess,	who	received options	to	purchase	3,924	and	911	shares,	respectively.	In	October	2005,	in	connection	with	the	exercise	by	Mr.	Gearon	of	his	right	to	require	the	Company	to	purchase his	interest	in	ATC	South	America,	these	options	vested	in	full	and	were	exercised.	Upon	exercise	of	these	options,	the	holders	received	4,428	shares	of	ATC	South America,	net	of	1,596	shares	retained	by	the	Company	to	satisfy	employee	tax	withholding	obligations.	The	1,596	shares	retained	by	the	Company	were	treated	as	a repurchase	of	a	minority	interest	in	accordance	with	SFAS	No.	141.	As	a	result,	the	Company	recorded	a	purchase	price	allocation	adjustment	of	$5.6	million	as	an increase	to	intangible	assets	and	a	corresponding	increase	in	minority	interest	as	of	the	date	of	acquisition.

The	holders	had	the	right	to	require	the	Company	to	purchase	their	shares	of	ATC	South	America	at	their	then	fair	market	value	six	months	and	one	day	following	their issuance.	In	April	2006,	this	repurchase	right	was	exercised,	and	the	Company	paid	these	holders	an	aggregate	of	$18.9	million	in	cash,	which	was	the	fair	market	value of	their	interests	on	the	date	of	exercise	of	their	repurchase	right,	as	determined	by	the	Company's	Board	of	Directors	with	the	assistance	of	an	independent	financial advisor.

# 20.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2008	and	2007	is	as	follows	(in	thousands,	except	per	share	data):

|  | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Year	Ended |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | March\t31, | June\t30, | September\t30, | December\t31, | December\t31, |
| 2008: |  |  |  |  |  |
| Operating\trevenues | $382,184 | $393,728 | $409,268 | $408,324 | $1,593,504 |
| Cost\tof\toperations\t(1) | 90,558 | 96,874 | 103,857 | 98,566 | 389,855 |
| Operating\tincome | 144,856 | 154,790 | 154,367 | 152,741 | 606,754 |
| Net\tincome\t(2) | 42,155 | 158,786 | 60,466 | 85,839 | 347,246 |
| Basic\tnet\tincome\tper\tcommon\tshare | $0.11 | $0.40 | $0.15 | $0.22 | $0.88 |
| Diluted\tnet\tincome\tper\tcommon\tshare | $0.10 | $0.38 | $0.15 | $0.21 | $0.84 |

|  | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Year	Ended |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | March\t31, | June\t30, | September\t30, | December\t31, | December\t31, |
| 2007: |  |  |  |  |  |
| Operating\trevenues | $352,474 | $358,423 | $367,585 | $378,112 | $1,456,594 |
| Cost\tof\toperations\t(1) | 87,283 | 90,042 | 88,777 | 93,520 | 359,622 |
| Operating\tincome | 86,110 | 93,296 | 98,491 | 100,466 | 378,363 |
| Net\tincome\t(loss) | 22,228 | (19,991) | 59,628 | (5,549) | 56,316 |
| Basic\tnet\tincome\t(loss)\tper\tcommon\tshare | $0.05 | $(0.05) | $0.15 | $(0.01) | $0.14 |
| Diluted\tnet\tincome\t(loss)\tper\tcommon\tshare | $0.05 | $(0.05) | $0.14 | $(0.01) | $0.13 |

(1) Represents	operating	expenses,	exclusive	of	depreciation,	amortization	and	accretion,	selling,	general,	administrative	and	development	expense,	and	impairments, net	loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense.

(2) The	three	months	ended	June	30,	2008,	includes	an	income	tax	benefit	of	$110.1	million	related	to	losses	associated	with	our	investment	in	Verestar	as	income from	discontinued	operations.

# 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 is the net change in the balance of liability related to employee separations during 2005?
Calculation:    employee_separation_liability = 1546
 liability_2008 = 7327
 net_change = employee_separation_liability - liability_2008
 answer = net_change
Answer: -5781