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,	2010

¨ 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	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and post	such	files).				Yes		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,	2010	was	approximately	$17.7	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 2011	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2010

|  |  | Page |
| :--- | :--- | :--- |
| Special\tNote\tRegarding\tForward-Looking\tStatements | Special\tNote\tRegarding\tForward-Looking\tStatements | ii |
| PART\tI |  |  |
| ITEM\t1. | Business | 1 |
|  | Overview | 1 |
|  | Products\tand\tServices | 1 |
|  | Strategy | 4 |
|  | Recent\tDevelopments | 6 |
|  | Regulatory\tMatters | 7 |
|  | Competition\tand\tCustomer\tDemand | 8 |
|  | Employees | 9 |
|  | Available\tInformation | 9 |
| ITEM\t1A. | Risk\tFactors | 10 |
| ITEM\t1B. | Unresolved\tStaff\tComments | 17 |
| ITEM\t2. | Properties | 18 |
| ITEM\t3. | Legal\tProceedings | 19 |
| ITEM\t4. | [RESERVED] | 19 |
| PART\tII |  |  |
| ITEM\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 20 |
|  | Dividends | 20 |
|  | Performance\tGraph | 21 |
|  | Issuer\tPurchases\tof\tEquity\tSecurities | 22 |
| ITEM\t6. | Selected\tFinancial\tData | 23 |
| ITEM\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 25 |
|  | Executive\tOverview | 25 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2010\tand\t2009 | 28 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2009\tand\t2008 | 33 |
|  | Liquidity\tand\tCapital\tResources | 38 |
|  | Critical\tAccounting\tPolicies\tand\tEstimates | 47 |
|  | Accounting\tStandards\tUpdates | 51 |

# 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	tenants,	our	ability	to	maintain	or	increase	our	market	share,	our	future operating	results,	our	consideration	to	elect	real	estate	investment	trust	status,	our	future	purchases	under	our	stock	repurchase	program,	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	"Business"	and	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations,"	as	well	as	in	this	Annual	Report	generally.

You	should	keep	in	mind	that	any	forward-looking	statement	we	make	in	this	Annual	Report	or	elsewhere	speaks	only	as	of	the	date	on	which	we	make	it.	New risks	and	uncertainties	arise	from	time	to	time,	and	it	is	impossible	for	us	to	predict	these	events	or	how	they	may	affect	us.	In	any	event,	these	and	other	important factors,	including	those	set	forth	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors,"	may	cause	actual	results	to	differ	materially	from	those	indicated	by our	forward-looking	statements.	We	have	no	duty	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	that	owns,	operates	and	develops	communications	sites.	Our	primary	business	is leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast	companies.	We	refer	to	this	business	as	our rental	and	management	operations,	which	accounted	for	approximately	98%	of	our	total	revenues	for	the	year	ended	December	31,	2010.	We	also	offer	tower-related services	domestically,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	which	primarily	support	our	site	leasing	business	and the	addition	of	new	tenants	and	equipment	on	our	sites.

Our	communications	site	portfolio	includes	wireless	communications	towers,	broadcast	communications	towers	and	distributed	antenna	system	("DAS") networks,	which	are	collocation	solutions	to	support	seamless	in-building	and	outdoor	wireless	coverage.	Our	portfolio	consists	of	towers	that	we	own	and	towers	that we	operate	pursuant	to	long-term	lease	arrangements,	including,	as	of	December	31,	2010,	approximately	20,900	towers	domestically	and	approximately	13,900	towers internationally.	Our	portfolio	also	includes	approximately	200	in-building	and	outdoor	DAS	networks	that	we	operate	in	malls,	casinos	and	other	in-building applications,	and	select	outdoor	environments.	In	addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites	for	property	owners.

American	Tower	Corporation	was	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	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	of	sites, and	through	mergers	with	and	acquisitions	of	other	tower	operators.

American	Tower	Corporation	is	a	holding	company,	and	we	conduct	our	operations	through	our	directly	and	indirectly	owned	subsidiaries.	Our	principal	domestic 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	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru.	In	addition,	as	previously	disclosed,	we	have	entered	into	definitive	agreements	to acquire	communications	sites	in	South	Africa	and	Ghana,	and	subject	to	customary	closing	conditions,	we	expect	to	close	on	initial	tranches	of	communications	sites during	the	first	half	of	2011.

Increased	expansion	activity	in	international	markets	and	changes	to	our	organizational	structure	have	led	us	to	separately	disclose	our	rental	and	management operations	in	two	reportable	segments:	domestic	rental	and	management	and	international	rental	and	management.	Through	our	network	development	services	segment, we	also	offer	tower-related	services	domestically.	Accordingly,	our	continuing	operations	are	reported	in	three	segments,	domestic	rental	and	management,	international 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	Operations

Our	rental	and	management	operations	accounted	for	approximately	98%,	97%	and	97%	of	our	total	revenues	for	the	years	ended	December	31,	2010,	2009	and 2008,	respectively.	Our	tenants	lease	space	on	our

communications	site	infrastructure,	where	they	install	and	maintain	their	individual	communications	network	equipment.	Our	revenue	is	primarily	generated	from	tenant leases,	and	the	annual	rental	payments	vary	considerably	depending	upon	various	factors,	including	but	not	limited	to,	tower	location,	amount	of	tenant	equipment	on	the tower,	ground	space	required	by	the	tenant,	and	remaining	tower	capacity.	Our	tenant	leases	are	typically	non-cancellable	and	have	annual	rent	escalations.	Our	primary costs	typically	include	ground	rent,	property	taxes	and	repairs	and	maintenance,	which	are	primarily	fixed,	with	annual	cost	escalations.	In	our	international	markets,	a portion	of	our	operating	costs	is	passed	through	to	our	tenants,	such	as	ground	rent	and	fuel	costs.	Our	rental	and	management	operations	have	generated	consistent incremental	growth	in	revenue	and	have	low	cash	flow	volatility	due	to	the	following	characteristics:

•	 Consistent	demand	for	our	sites.	We	have	the	ability	to	add	new	tenants	and	new	equipment	for	existing	tenants	on	our	sites.	Our	legacy	site	portfolio	and our	established	tenant	base	provide	us	with	a	diverse	source	of	new	business	opportunities,	which	has	historically	resulted	in	consistent	and	predictable organic	revenue	growth.

•	 Long-term	tenant	leases	with	contractual	rent	escalations.	In	general,	a	tenant	lease	has	an	initial	non-cancellable	term	of	five	to	ten	years	with	multiple five-year	renewal	terms	thereafter,	and	lease	payments	that	typically	increase	3%	to	5%	per	year.	As	a	result,	as	of	December	31,	2010,	we	had approximately	$13.5	billion	of	non-cancellable	tenant	lease	revenue,	absent	the	impact	of	straight-line	lease	accounting.

•	 High	lease	renewal	rates.	Our	tenants	tend	to	renew	leases	because	suitable	alternative	sites	may	not	exist	or	be	available	and	repositioning	a	site	in	their network	may	be	expensive	and	may	adversely	affect	the	quality	of	their	network.	Historical	churn	has	been	approximately	2%	of	total	rental	and management	revenue	per	year.

•	 High	operating	leverage.	Incremental	operating	costs	associated	with	adding	new	tenants	to	an	existing	communications	site	are	minimal.	Therefore,	as additional	tenants	are	added,	the	substantial	majority	of	incremental	revenue	flows	through	to	operating	profit.

•	 Low	maintenance	capital	expenditures.	On	average,	we	require	low	amounts	of	annual	capital	expenditures	to	maintain	our	communications	sites.

Our	domestic	rental	and	management	segment	is	comprised	of	our	nationwide	network	of	communications	sites	that	enable	us	to	address	the	needs	of	national, regional,	local	and	emerging	communications	service	providers.	Our	domestic	rental	and	management	segment	accounted	for	approximately	79%,	82%	and	83%	of	our total	revenues	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.

Our	international	rental	and	management	segment,	which	is	comprised	primarily	of	communications	sites	in	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru, provides	a	source	of	diversification	and	growth.	Our	international	rental	and	management	segment	accounted	for	approximately	19%,	15%	and	14%	of	our	total	revenues for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.

Our	rental	and	management	operations	include	the	operation	of	wireless	communications	towers,	broadcast	communications	towers	and	DAS	networks,	as	well	as rooftop	management.

Wireless	Communications	Towers.	We	own	and	operate	wireless	communications	towers	in	the	United	States,	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru. Approximately	93%,	94%	and	92%	of	revenue	in	our	rental	and	management	segments	was	attributable	to	our	wireless	towers	for	the	years	ended	December	31,	2010, 2009	and	2008,	respectively.

We	lease	space	on	our	wireless	communications	towers	to	tenants	in	a	diverse	range	of	wireless	services,	including	personal	communications	services,	cellular, enhanced	specialized	mobile	radio,	WiMAX,	paging	and	fixed	microwave.	Our	four	largest	domestic	and	international	tenants	by	revenue	are	as	follows:

•	 Domestic:	AT&T	Mobility,	Sprint	Nextel,	Verizon	Wireless	and	T-Mobile	USA	accounted	for	approximately	74%	of	domestic	rental	and	management segment	revenue	for	the	year	ended	December	31,	2010;

•International:	Iusacell	(Mexico),	Idea	Cellular	(India),	Nextel	International	(primarily	through	its	operating	subsidiaries	in	Brazil	and	Mexico)	and Telefonica	(through	its	various	operating	subsidiaries	in	Brazil,	Chile,	Colombia,	Mexico,	and	Peru)	accounted	for	approximately	58%	of	international rental	and	management	segment	revenue	for	the	year	ended	December	31,	2010.

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

Broadcast	Communications	Towers,	DAS	Networks	and	Rooftop	Management.	In	addition	to	our	wireless	communications	towers,	we	also	own	and	operate broadcast	towers	and	DAS	networks,	and	provide	communications	site	management	services	to	third	parties.

•	 Broadcast	Communications	Towers.	We	are	one	of	the	largest	independent	owners	and	operators	of	broadcast	towers	in	the	United	States	and Mexico.	We	own	approximately	200	broadcast	towers	in	the	United	States	and	have	exclusive	rights	to	approximately	200	broadcast	towers	in Mexico.	Broadcast	towers	generally	are	taller	and	structurally	more	complex	than	typical	wireless	communications	towers,	require	unique	engineering skills	and	are	more	costly	to	build.	We	lease	space	on	our	broadcast	towers	to	a	variety	of	tenants	including	wireless	service	providers,	but	the	higher elevations	on	these	towers	are	primarily	leased	to	radio	and	television	broadcast	companies.

•	 DAS	Networks.	We	own	and	operate	approximately	200	DAS	networks	in	malls,	casinos	and	other	in-building	applications	in	the	United	States,	Mexico and	Brazil.	We	obtain	rights	from	property	owners	to	install	and	operate	in-building	DAS	networks,	and	we	grant	rights	to	wireless	service	providers	to attach	their	equipment	to	our	installations.	We	also	offer	outdoor	DAS	networks	as	a	complementary	shared	infrastructure	solution	for	our	tenants,	and currently	operate	such	networks	in	the	United	States.	Typically,	we	design,	build	and	operate	our	DAS	networks	in	areas	in	which	zoning	restrictions	or other	barriers	may	prevent	or	delay	deployment	of	more	traditional	wireless	infrastructures.

•	 Rooftop	Management.	We	provide	management	services	to	property	owners	in	the	United	States	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.

# Network	Development	Services

Through	our	network	development	services	segment,	we	offer	tower-related	services	domestically,	including	site	acquisition,	zoning	and	permitting	services	and structural	analysis	services,	which	primarily	support	our	site	leasing	business	and	the	addition	of	new	tenants	and	equipment	on	our	sites.	This	segment	accounted	for approximately	2%,	3%	and	3%	of	our	total	revenues	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.

Site	Acquisition,	Zoning	and	Permitting.	We	engage	in	site	acquisition	services	on	our	own	behalf	in	connection	with	our	tower	development	projects,	as	well	as on	behalf	of	our	tenants.	We	typically	work	with	our

tenants'	engineers	to	determine	the	geographic	areas	where	new	tower	sites	will	best	address	the	tenants'	needs	and	meet	their	coverage	objectives.	Once	a	new	site	is identified,	we	acquire	the	rights	to	the	land	or	structure	on	which	the	site	will	be	constructed,	and	we	manage	the	permitting	process	to	ensure	all	necessary	approvals	are obtained	to	construct	and	operate	the	communications	site	under	applicable	law.

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

# Strategy

# Operational	Strategy

Our	operational	strategy	is	to	capitalize	on	the	growth	in	the	use	of	wireless	communications	services	and	the	evolution	of	advanced	wireless	handsets,	as	well	as the	expanding	infrastructure	required	to	deploy	current	and	future	generations	of	wireless	communications	technologies.	To	achieve	this,	our	primary	focus	is	to	increase the	leasing	of	our	existing	communications	site	portfolio,	invest	in	and	selectively	grow	our	communications	site	portfolio,	further	improve	upon	our	operational performance	and	maintain	a	strong	balance	sheet.	We	believe	these	efforts	will	further	support	and	maximize	our	ability	to	capitalize	on	the	growth	in	demand	for wireless	infrastructure.

•Increase	the	leasing	of	our	existing	communications	site	portfolio.	We	believe	that	our	highest	returns	will	be	achieved	by	leasing	additional	space	on our	existing	communications	sites.	As	a	result	of	wireless	industry	capital	spending	trends	in	the	markets	we	serve,	we	anticipate	consistent	demand	for	our communications	sites	because	they	are	attractively	located	for	wireless	service	providers	and	have	capacity	available	for	additional	tenants.	As	of December	31,	2010,	we	had	an	average	of	approximately	2.3	average	tenants	per	tower.	We	believe	that	of	our	towers	that	are	currently	at	or	near	full structural	capacity,	the	vast	majority	can	be	upgraded	or	augmented	to	meet	future	tenant	demand,	with	relatively	modest	capital	investment.	Therefore,	we will	continue	to	target	our	sales	and	marketing	activities	to	increase	the	utilization,	and	return	on	investment	of,	our	existing	communications	sites.

•Invest	in	and	selectively	grow	our	communications	site	portfolio.	We	seek	opportunities	to	invest	and	grow	our	operations	through	our	capital	programs and	acquisitions.	We	believe	we	can	achieve	attractive	risk	adjusted	returns	by	pursuing	such	investments.	This	includes	pursuing	opportunities	to	invest through	new	site	construction	and	acquisitions	in	our	domestic	and	in	select	international	markets	which	we	believe	have	a	high-growth	wireless	industry and	are	attractive	from	a	macroeconomic	standpoint.

•Further	improve	on	our	operational	performance.	We	will	continue	to	seek	opportunities	to	improve	our	operational	performance	throughout	the organization.	This	includes	investing	in	our	systems	and	people	as	we	strive	to	improve	our	efficiencies	and	provide	best	in	class	service	to	our	customers. To	achieve	this,	we	intend	to	continue	to	focus	on	customer	service,	such	as	reducing	cycle	times	for	key	functions,	including	lease	processing	and	tower structural	analysis.

•	 Maintain	a	strong	balance	sheet.	We	will	continue	to	maintain	our	disciplined	approach	to	managing	our	balance	sheet.	This	includes	maintaining	a target	net	leverage	ratio	and	ensuring	ample	liquidity	is	available	to	pursue	our	strategy.	As	of	December	31,	2010,	we	had	approximately	$1.8	billion	of available	liquidity.	We	believe	that	our	investment	grade	ratings	and	our	current	level	of	net	leverage	make	us	an	attractive	service	provider	partner	for	our tenants,	and	provide	us	with	consistent	access	to	the	capital	markets.

# Capital	Allocation	Strategy

The	objective	of	our	capital	allocation	strategy	is	to	simultaneously	increase	recurring	free	cash	flow	per	share	growth	and	our	return	on	invested	capital.	To achieve	this,	we	expect	we	will	continue	to	deploy	our	capital	through	our	annual	capital	expenditure	program	and	acquisitions,	while	continuing	our	stock	repurchase program	or	implementing	a	dividend	program	to	the	extent	we	determine	it	necessary	or	appropriate.	During	2010,	we	generated	approximately	$1.0	billion	of	cash provided	by	operating	activities,	which	along	with	incremental	debt,	was	used	to	fund	nearly	$1.7	billion	of	investments,	which	included	approximately	$346.7	million of	capital	expenditures,	$899.6	million	of	acquisitions	and	$420.8	million	of	stock	repurchases,	including	commissions	and	fees.

•	 Annual	capital	expenditure	program.	We	will	continue	to	reinvest	in	our	existing	assets	and	expand	our	existing	communications	site	portfolio	through our	annual	capital	expenditure	program.	This	includes	capital	expenditures	associated	with	maintenance,	increasing	the	capacity	of	our	existing	sites,	and projects	such	as	new	site	construction,	land	acquisitions,	and	shared	generator	installations.	We	believe	we	can	achieve	the	highest	incremental	recurring free	cash	flow	per	share	and	returns	on	our	invested	capital	through	our	annual	capital	expenditure	program.

•	 Acquisitions.	We	will	seek	to	pursue	acquisitions	of	communications	sites.	This	includes	acquisitions	in	our	existing	or	new	markets	where	we	can	meet our	return	on	investment	criteria.	When	evaluating	international	investments,	our	return	on	investment	criteria	reflects	the	additional	risks	inherent	to	the particular	geographic	area.

•Stock	repurchase	program.	If	we	have	sufficient	capital	available	to	fund	our	capital	expenditures	and	other	acquisition	opportunities,	and	we	have	access to	capital	available	for	anticipated	future	investment,	we	will	seek	to	return	that	capital	to	shareholders.	We	currently	utilize	a	stock	repurchase	program	to facilitate	this	return	and	we	may	provide	return	to	shareholders	in	the	future	through	the	payment	of	dividends	should	we	elect	real	estate	investment	trust ("REIT")	status.

# International	Expansion	Strategy

We	believe	that	in	certain	international	markets,	we	can	create	substantial	value	by	establishing	an	independent	wireless	infrastructure	leasing	business. Therefore,	we	expect	we	will	continue	to	seek	international	expansion	opportunities,	where	our	risk	adjusted	return	objectives	can	be	achieved.	Our	international expansion	strategy	includes	a	disciplined,	individualized	market	evaluation,	whereby	we	conduct	the	following	analyses:

•	 Country	analysis.	Prior	to	pursuing	a	new	geographical	area,	we	review	the	country's	political	stability,	historical	and	projected	macro-economic fundamentals	and	the	general	business	environment,	including	property	rights	and	regulatory	environment.

•	 Wireless	industry	analysis.	To	ensure	sufficient	demand	for	an	independent	tower	company,	we	analyze	the	competitiveness	of	the	country's	wireless industry	and	the	stage	of	its	wireless	network	deployment.	Characteristics	that	result	in	an	attractive	investment	opportunity	include	a	country	that	has multiple	competitive	wireless	service	providers	who	are	actively	seeking	to	invest	in	deploying	voice	and	data	networks,	as	well	as	spectrum	auctions	that have	or	that	are	anticipated	to	occur.

•	 Opportunity	and	counterparty	analysis.	Finally,	once	an	investment	opportunity	is	identified	within	a	geographical	area	with	a	competitive	wireless industry,	we	conduct	a	multifaceted	opportunity	and	counterparty	analysis.	This	includes	evaluating	the	type	of	transaction,	its	ability	to	meet	our	risk adjusted	return	criteria	for	the	country	and	the	counterparties	involved,	as	well	as	how	the	transaction	fits	within	our	long-term	strategic	objectives, including	future	potential	investment	and	expansion	within	the	region.

# Demand	Drivers

Our	strategy	is	predicated	on	our	belief	that	wireless	service	providers	will	continue	to	invest	in	their	networks	in	both	our	domestic	and	international	markets, driving	demand	for	our	communications	sites:

•	 Domestic	wireless	network	investments.	Historically,	according	to	industry	data,	aggregate	annual	wireless	capital	spending	in	the	United	States	has typically	been	approximately	$20	to	$25	billion.	As	a	result	of	this	level	of	capital	spending,	demand	for	our	site	has	remained	consistent.	Accordingly, demand	for	our	domestic	communications	sites	is	driven	by:

•	 Wireless	service	provider	focus	on	network	quality	and	coverage	as	a	competitive	advantage;

•	 Rapid	subscriber	adoption	of	third	generation	("3G")	wireless	data	applications,	such	as	email,	internet	access	and	video;

•Pursuit	of	new	avenues	for	growth	by	wireless	service	providers,	such	as	deploying	fourth	generation	("4G")	technology	based	wireless	networks to	provide	higher	speed	data	services	and	enable	fixed	broadband	substitution;	and

•	 Deployment	of	wireless	networks	by	new	market	entrants.

As	these	factors	continue	to	grow	as	a	competitive	necessity	in	the	United	States	on	a	widespread	basis,	wireless	service	providers	may	be	compelled	to	deploy new	technology	and	equipment,	further	increase	the	cell	density	of	their	existing	networks	and	expand	their	network	coverage.

•International	wireless	network	investments.	The	wireless	networks	in	our	served	international	markets	are	less	advanced	than	those	in	our	domestic market,	with	respect	to	the	density	of	voice	networks	and	the	current	technologies	generally	deployed	for	wireless	services.	Accordingly,	demand	for	our international	communications	sites	is	primarily	driven	by:

•Incumbent	wireless	service	providers	investing	in	existing	voice	networks	to	improve	or	expand	their	coverage	and	increase	capacity;

•In	certain	of	our	international	markets,	subscriber	adoption	of	3G	wireless	data	applications,	such	as	email,	internet	access	and	video;	and •Spectrum	auctions,	which	result	in	new	market	entrants,	as	well	as	initial	data	network	deployments.

We	believe	demand	for	our	communications	sites	will	continue	as	wireless	service	providers	seek	to	increase	the	quality	and	coverage	of	their	networks,	while also	investing	in	next	generation	data	networks.	To	meet	this	demand,	we	believe	wireless	carriers	will	continue	to	outsource	their	communications	site	infrastructure needs	as	a	means	to	accelerate	access	to	their	markets	and	more	efficiently	use	their	capital,	rather	than	construct	and	operate	their	own	communications	sites	and maintain	their	own	communications	site	service	and	development	capabilities.

# Recent	Developments

# Growth	and	Expansion

In	2010,	we	continued	to	focus	on	growing	our	operations	using	selective	criteria	for	acquisitions	and	new	site	development,	including	expansion	into	new	and existing	international	geographic	areas.	During	the	year	ended	December	31,	2010,	we	grew	our	communications	site	portfolio	through	acquisitions	and	construction activities,	including	the	acquisition	and	construction	of	approximately	7,800	towers	and	the	installation	of	approximately	30	in-building	and	outdoor	DAS	networks.	In addition,	we	continue	to	evaluate	complementary	product	lines	such	as	shared	generators	to	supplement	our	tower	site	growth	and	expansion	strategy.	We	also	continue to	evaluate	opportunities	to	acquire	larger	communications	site	portfolios	that	we	believe	we	can	effectively	integrate	into	our	portfolio.

United	States.	During	2010,	in	response	to	the	needs	of	our	tenants,	we	pursued	the	acquisition	and	construction	of	communications	sites	in	select	locations throughout	the	United	States.	Our	expansion	in	the	United	States	during	2010	included	the	acquisition	and	construction	of	approximately	900	towers	and	the	installation of	approximately	30	in-building	and	outdoor	DAS	networks.

International.	During	2010,	we	increased	our	footprint	in	Latin	America	primarily	through	the	acquisition	and	construction	of	approximately	1,700	towers	in Brazil,	Chile,	Colombia,	Mexico	and	Peru.	During	2010,	we	also	expanded	our	presence	in	India	through	the	acquisition	of	Essar	Telecom	Infrastructure	Private	Limited ("ETIPL"),	adding	over	4,600	towers	to	our	communications	site	portfolio.	We	also	constructed	approximately	500	towers	in	India.	As	previously	disclosed,	in	2010	we entered	into	definitive	agreements	to	acquire	communications	sites	in	Brazil,	Chile,	Colombia,	Ghana	and	South	Africa,	subject	to	customary	closing	conditions.

# Financing	Transactions

In	2010,	we	continued	to	raise	capital	to	refinance	our	outstanding	indebtedness	and	fund	acquisitions.	In	August	and	December	of	2010,	we	completed	registered public	offerings	of	$700.0	million	aggregate	principal	amount	of	our	5.05%	senior	notes	due	2020	("5.05%	Notes")	and	$1.0	billion	aggregate	principal	amount	of	our 4.50%	senior	notes	due	2018	("4.50%	Notes").

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.	Our	domestic	and	international	tower	operations	are	subject	to	national,	state	and	local	regulatory	requirements	with	respect	to	the registration,	siting,	lighting,	marking	and	maintenance	of	our	towers.	In	the	United	States,	which	accounted	for	approximately	81%	of	our	total	rental	and	management revenue	for	the	year	ended	December	31,	2010,	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	Federal	Communications	Commission	("FCC")	and	the	Federal	Aviation	Administration	("FAA"). Towers	requiring	pre-approval	must	be	registered	with	the	FCC	and	painted,	lighted	and	maintained	in	accordance	with	FAA	standards.	Similar	requirements	regarding pre-approval	of	the	construction	and	modification	of	towers	are	imposed	by	regulators	in	other	countries,	such	as	the	Ministry	of	Civil	Aviation	in	India	and	the	Ministry of	Transportation	and	Telecommunications	in	Chile.	Non-compliance	with	applicable	tower-related	requirements	may	lead	to	monetary	penalties.

Furthermore,	in	India,	each	of	our	subsidiaries	holds	an	Infrastructure	Provider	Category-I	license	("IP-I")	issued	by	the	Indian	Ministry	of	Communications	and Information	Technology,	which	permits	us	to	provide	tower	space	to	companies	licensed	as	telecommunications	service	providers	under	the	Indian	Telegraph	Act	of 1885.	While	we	are	required	to	provide	tower	space	on	a	non-discriminatory	basis,	we	may	negotiate	mutually	agreeable	terms	and	conditions	with	such	service providers.	As	a	condition	to	the	IP-I,	the	Indian	government	has	the	right	to	take	over	our	infrastructure	in	the	case	of	emergency	or	war.

In	all	countries	where	we	operate,	we	are	subject	to	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	developers.	These regulations	vary	greatly,	but	typically	require	tower	owners	and/or	our	tenants	to	obtain	approval	from	local	authorities	or	community	standards	organizations	prior	to tower	construction	or	the	addition	of	a	new	antenna	to	an	existing	tower.	Local	zoning	authorities	and	community	residents	often	oppose	construction	in	their communities,	which	can	delay	or	prevent	new	tower	construction,	new	antenna	installation	or	site	upgrade	projects,	thereby	limiting	our	ability	to	respond	to	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	that	cause delays	or	result	in	additional	costs	to	us.	These	factors	could	materially	and	adversely	affect	our	construction	activities	and	operations.	In	the	United	States,	the Telecommunications	Act	of	1996	limits	state	and	local	zoning	authorities	by	prohibiting	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.

In	addition,	our	tenants,	both	domestic	and	international,	may	be	subject	to	new	regulatory	policies	from	time	to	time	that	may	materially	and	adversely	affect	the demand	for	communications	sites.

Environmental	Matters.	Our	domestic	and	international	operations,	like	those	of	other	companies	engaged	in	similar	businesses,	are	subject	to	various	national, state	and	local	environmental	laws	and	regulations,	including	those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of,	and	exposure	to, hazardous	and	non-hazardous	substances,	materials,	and	wastes,	and	the	siting	of	our	towers.	As	an	owner,	lessee	and/or	operator	of	real	property	and	facilities,	we	may have	liability	under	environmental	laws	for	the	costs	of	investigation,	removal	or	remediation	of	soil	and	groundwater	contaminated	by	hazardous	substances	or	waste. 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,	may	be	required	to	obtain	permits,	pay	additional	property	taxes,	comply with	regulatory	requirements,	and	make	certain	informational	filings	related	to	hazardous	substances	and	devices	used	to	provide	power	such	as	batteries,	generators	and fuel	at	our	sites.	Violations	of	these	types	of	regulations	could	subject	us	to	fines	or	criminal	sanctions.

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

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

# Competition	and	Customer	Demand

# Rental	and	Management	Segments

Our	rental	and	management	segments	compete	with	other	international,	national	and	regional	tower	companies,	primarily	Crown	Castle	International	Corp.	and SBA	Communications	Corporation	in	the	United	States	and	Indus	Towers	in	India,	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	sites,	including	rooftops, utility	towers,	water	towers	and	other	alternative	structures.	We	believe	that	site	location	and	capacity,	network	density,	price	and	quality	of	service	have	been	and	will continue	to	be	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	access technologies,	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,	roaming	or	resale	arrangements	by	wireless	service	providers	also	could	adversely	affect	customer	demand for	leasing	tower	space.	These	arrangements,	which	are	essentially	extensions	of	traditional	roaming	agreements,	enable	a	provider	to	adequately	serve	its	tenants 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	similarly	impact	customer	demand	for	our	communications	sites,	because	the	existing	networks	of wireless	carriers	often	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	communications	sites.

# Network	Development	Services	Segment

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	for	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	domestic	and	international	rental	and	management	and	network development	services	segments.

# Employees

As	of	December	31,	2010,	we	employed	1,729	full-time	individuals	and	consider	our	employee	relations	to	be	satisfactory.

# Available	Information

Our	Internet	website	address	is	www.americantower.com.	Information	contained	on	our	website	is	not	incorporated	by	reference	into	this	Annual	Report,	and	you should	not	consider	information	contained	on	our	website	as	part	of	this	Annual	Report.	You	may	access,	free	of	charge,	our	Annual	Reports	on	Form	10-K,	Quarterly Reports	on	Form	10-Q,	and	Current	Reports	on	Form	8-K,	plus	amendments	to	such	reports	as	filed	or	furnished	pursuant	to	Sections	13(a)	or	15(d)	of	the	Securities Exchange	Act	of	1934,	as	amended	("Exchange	Act"),	through	the	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	the	provisions	of	our	Code	of	Conduct,	or	provide	any	waivers	under	the	Code	of	Conduct	for	our	directors	or	executive officers,	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. RISK	FACTORS

# 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	materially	and	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	on	network	infrastructure;

•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	or	changes	in	the	application	and	enforcement	thereof;	and

•technological	changes.

Any	downturn	in	the	economy	or	disruption	in	the	financial	and	credit	markets	could	impact	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	service	provider	tenants	could	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	materially	and	adversely affect	leasing	demand	for	our	communications	sites	and	our	network	development	services	business,	which	could	have	a	material	adverse	effect	on	our	business,	results of	operations	and	financial	condition.

Furthermore,	the	demand	for	broadcast	space	in	the	United	States	and	Mexico	depends	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,	any	significant	increase	in	attrition	rate	or	decrease	in	overall	demand	for	broadcast	space	could	have	a	material	adverse	effect	on	our	business,	results	of operations	and	financial	condition.

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

Significant	consolidation	among	our	tenants	may	result	in	the	decommissioning	of	certain	existing	communications	sites,	because	certain	portions	of	these tenants'	networks	may	be	redundant,	and	a	reduction	in	future	capital	expenditures	in	the	aggregate,	because	these	tenants'	expansion	plans	may	be	similar.	For example,	in	connection	with	the	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	either	rationalized	or	have	announced	plans	to	rationalize	duplicative	parts	of	their	networks,	which	may	result	in	the decommissioning	of	certain	equipment	on	our	communications	sites.	We	would	expect	a	similar	outcome	in	India	if	the	anticipated	consolidation	of	certain	tenants occurs.	In	addition,

certain	combined	companies	have	undergone	or	are	currently	undergoing	a	modernization	of	their	networks,	and	these	and	other	tenants	could	determine	not	to	renew leases	with	us	as	a	result.	Our	future	results	may	be	negatively	impacted	if	a	significant	number	of	these	leases	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	on	our	communications	sites.

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

The	development	and	implementation	of	new	technologies	designed	to	enhance	the	efficiency	of	wireless	networks	or	changes	in	a	tenant's	business	model	could reduce	the	need	for	tower-based	wireless	services,	have	the	effect	of	decreasing	demand	for	tower	space,	or	reduce	obtainable	lease	rates.	Examples	of	such	technologies include	spectrally	efficient	air	access	technologies	which	potentially	can	relieve	some	network	capacity	problems	and	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	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	wireless	communication,	radio	and	video	services by	direct	broadcast	satellites	could	materially	and	adversely	affect	demand	for	our	antenna	space.	The	development	and	implementation	of	any	of	these	and	similar technologies	to	any	significant	degree	or	changes	in	a	tenant's	business	model	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial condition.

# Our	expansion	initiatives	may	disrupt	our	operations	or	expose	us	to	additional	risk	if	we	are	not	able	to	successfully	integrate	operations,	assets	and	personnel.

As	we	continue	to	acquire	communications	sites	in	our	existing	markets	and	expand	into	new	markets,	we	are	subject	to	a	number	of	risks	and	uncertainties, including	not	meeting	our	return	on	investment	criteria	and	financial	objectives,	increased	costs,	assumed	liabilities	and	the	diversion	of	managerial	attention	due	to acquisitions.	Achieving	the	benefits	of	acquisitions	depends	in	part	on	integrating	operations,	communications	tower	portfolios	and	personnel	in	a	timely	and	efficient manner.	Integration	may	be	difficult	and	unpredictable	for	many	reasons,	including,	among	other	things,	differing	systems	and	processes,	potential	cultural	differences, and	conflicting	policies,	procedures	and	operations.	In	addition,	the	integration	of	businesses	may	significantly	burden	management	and	our	internal	resources.

Furthermore,	our	international	expansion	initiatives	are	subject	to	additional	risks	such	as	complex	laws,	regulations	and	business	practices	that	may	require additional	resources	and	personnel,	as	well	as	those	risks	described	below	in	"—Our	foreign	operations	are	subject	to	economic,	political	and	other	risks	that	could materially	and	adversely	affect	our	revenues	or	financial	position,	including	risks	associated	with	fluctuations	in	foreign	currency	exchange	rates."	Although	we generally	focus	our	international	efforts	in	countries	with	relatively	stable	political	and	macroeconomic	environments,	we	are	subject	to	several	factors	outside	our control,	and	our	expansion	initiatives	may	not	succeed	and	may	materially	and	adversely	affect	our	business,	results	of	operations	and	financial	condition.

# We	could	suffer	adverse	tax	or	other	financial	consequences	if	taxing	authorities	do	not	agree	with	our	tax	positions.

We	are	periodically	subject	to	a	number	of	tax	examinations	by	taxing	authorities	in	the	states	and	countries	where	we	do	business,	and	we	expect	that	we	will continue	to	be	subject	to	tax	examinations	in	the	future.	In	addition,	U.S.	federal,	state	and	local,	as	well	as	international,	tax	laws	and	regulations	are	extremely	complex and	subject	to	varying	interpretations.	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	our	tax	positions	will	not	be	challenged	by	relevant	tax	authorities	or	that	we	would be	successful	in	any	such	challenge.	If	there	are	tax	benefits	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.

# If	we	are	unable	to	utilize	our	net	operating	losses,	we	may	be	required	to	make	significant	payments	or	adjustments.

We	have	significant	deferred	tax	assets	related	to	our	net	operating	losses	("NOLs")	in	U.S.	federal	and	state	taxing	jurisdictions.	Generally,	for	U.S.	federal	and state	tax	purposes,	NOLs	can	be	carried	forward	and	used	for	up	to	twenty	years,	and	the	tax	years	will	remain	subject	to	examination	until	three	years	after	the applicable	NOLs	are	used	or	expire.	We	may	be	limited	in	our	ability	to	utilize	NOLs	obtained	through	acquisitions.

To	the	extent	we	believe	that	a	NOL	is	not	more	likely	than	not	to	be	utilized,	we	establish	a	valuation	allowance	against	the	deferred	tax	asset	related	to	the	NOL. Our	ability	to	utilize	our	NOLs	is	dependent	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	valuation	allowances	for	our	NOLs	periodically	and	make	adjustments	as	needed,	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	materially	limit	our	ability	to	utilize	our	NOLs.	If	we	are	unable	to	use	our NOLs	or	the	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.

As	we	review	our	tax	strategy	and	assess	the	utilization	of	our	federal	and	state	NOLs,	we	are	actively	considering	an	election	to	a	REIT	for	U.S.	federal	and, where	applicable,	state	income	tax	purposes.	We	may	make	the	determination	to	elect	REIT	status	for	the	taxable	year	beginning	January	1,	2012,	as	early	as	the	second half	of	2011,	subject	to	the	approval	of	our	board	of	directors,	although	there	is	no	certainty	as	to	the	timing	of	a	REIT	election	or	whether	we	will	make	a	REIT	election at	all.	If	we	elect	REIT	status	and	we	fail	to	qualify	as	a	REIT	for	any	tax	year	after	such	election	is	effective	(and	certain	relief	provisions	are	not	available	to	us),	or	we choose	not	to	do	so	or	revoke	or	otherwise	terminate	such	election,	we	would	be	taxed	as	a	regular	corporation	and	may	be	subject	to	a	higher	cash	tax	burden,	which could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

# Due	to	the	long-term	expectations	of	revenue	growth	from	tenant	leases,	we	are	sensitive	to	changes	in	the	creditworthiness	and	financial	strength	of	our	tenants.

Due	to	the	long-term	nature	of	our	tenant	leases,	we,	like	others	in	the	tower	industry,	depend	on	the	continued	financial	strength	of	our	tenants.	Many	wireless service	providers	operate	with	substantial	leverage.	In	the	past,	we	have	had	tenants	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	tenants	and	potential	tenants	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	periodically	made	it	more	difficult	and	more expensive	to	raise	capital.	If	our	tenants	or	potential	tenants	are	unable	to	raise	adequate	capital	to	fund	their	business	plans,	they	may	reduce	their	spending,	which	could materially	and	adversely	affect	demand	for	our	communications	sites	and	our	network	development	services	business.	If,	as	a	result	of	a	prolonged	economic	downturn or	otherwise,	one	or	more	of	our	significant	tenants	experienced	financial	difficulties	or	filed	for	bankruptcy,	it	could	result	in	uncollectible	accounts	receivable	and	an impairment	on	our	deferred	rent	asset,	tower	asset,	network	location	intangible	asset,	customer	relationship	intangible	asset	or	customer	base	intangible	asset.	In addition,	it	could	result	in	the	loss	of	significant	tenants	and	all	or	a	portion	of	our	anticipated	lease	revenues

from	certain	tenants,	all	of	which	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.	For	example,	as	discussed	below	in "—Risk	Factors—A	substantial	portion	of	our	revenue	is	derived	from	a	small	number	of	customers,"	Iusacell	has	been	engaged	in	a	refinancing	of	a	majority	of	its U.S.	Dollar	denominated	debt.

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

Our	international	business	operations	and	our	expansion	into	new	markets	in	the	future	could	result	in	adverse	financial	consequences	and	operational	problems not	typically	experienced	in	the	United	States.	For	the	year	ended	December	31,	2010,	approximately	19%	of	our	consolidated	revenue	was	generated	by	our international	operations.	We	anticipate	that	our	revenues	from	our	international	operations	will	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	communications	sites,	or	our	international	acquisitions,	which may	be	applied	and	enforced	retroactively;

•expropriation	and	governmental	regulation	restricting	foreign	ownership;

•possible	failure	to	comply	with	anti-bribery	laws	such	as	the	Foreign	Corrupt	Practices	Act	and	similar	local	anti-bribery	laws;	and

•uncertainties	regarding	legal	or	judicial	systems,	including	inconsistencies	between	and	within	laws,	regulations	and	decrees,	and	judicial	application thereof,	which	may	be	enforced	retroactively.

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

In	addition,	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.	Our	revenues	earned	from	our	international	operations	are	primarily	denominated	in	the	respective	local	currencies.	We have	not	historically	engaged	in	significant	currency	hedging	activities	relating	to	our	non-U.S.	Dollar	operations,	and	a	weakening	of	these	foreign	currencies	against the	U.S.	Dollar	would	have	a	negative	impact	on	our	reported	revenues	and	operating	profits,	which	could	have	a	material	adverse	effect	on	our	business,	results	of operations	and	financial	condition.

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

In	order	to	fund	future	growth	and	expansion	initiatives,	refinance	our	existing	indebtedness	and	fund	our	stock	repurchase	program,	we	may	need	to	raise additional	capital	through	financing	activities.	We	believe	our	cash	provided	by	operations	for	the	year	ending	December	31,	2011	will	sufficiently	fund	our	cash	needs for	operations,	capital	expenditures	and	cash	debt	service	(interest	and	principal	repayments)	obligations	for	2011.	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.	Additionally,	a	downgrade	of	our	credit	rating	below	investment	grade	could	negatively impact	our	ability	to	access	credit	markets	or	preclude	us

from	obtaining	funds	on	investment	grade	terms	and	conditions.	Further,	certain	of	our	current	debt	instruments	limit	the	amount	of	indebtedness	we	and	our	subsidiaries may	incur.	Additional	financing,	therefore,	may	be	unavailable,	more	expensive	or	restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise capital	when	our	needs	arise,	we	may	not	be	able	to	fund	our	future	growth	and	expansion	initiatives,	refinance	our	existing	indebtedness	or	fund	our	stock	repurchase program.

# 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,	2010,	four	customers accounted	for	approximately	74%	of	our	domestic	rental	and	management	segment	revenue;	and	four	customers	accounted	for	approximately	58%	of	our	international rental	and	management	segment	revenue.	If	any	of	these	customers	is	unwilling	or	unable	to	perform	its	obligations	under	our	agreements	with	it,	our	revenues,	results of	operations,	financial	condition	and	liquidity	could	be	materially	and	adversely	affected.	In	the	ordinary	course	of	our	business,	we	do	occasionally	experience	disputes with	our	customers,	generally	regarding	the	interpretation	of	terms	in	our	leases.	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	leases	with	customers	or	a	material modification	of	the	terms	of	those	leases,	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.

Our	largest	international	customer	is	Iusacell,	which	is	the	brand	name	under	which	a	group	of	companies	controlled	by	Grupo	Iusacell,	S.A.	de	C.V.	("Grupo Iusacell")	operates.	Iusacell	represented	approximately	4%	of	our	total	revenue	for	the	year	ended	December	31,	2010.	Grupo	Iusacell	has	been	engaged	in	a	refinancing of	a	majority	of	its	U.S.	Dollar	denominated	debt,	and	in	connection	with	this	process,	two	of	the	legal	entities	of	the	group,	including	Grupo	Iusacell,	voluntarily	filed for	a	pre-packaged	Concurso	Mercantil	(a	process	substantially	equivalent	to	Chapter	11	of	U.S.	Bankruptcy	Law)	with	the	backing	of	a	majority	of	their	financial creditors	in	December	2010.	As	of	December	31,	2010,	Iusacell	notes	receivable,	net,	and	related	assets	(which	include	financing	lease	commitments	and	a	deferred	rent asset	that	are	primarily	long-term	in	nature)	were	$19.7	million	and	$51.2	million,	respectively.	If	Grupo	Iusacell	is	unable	to	restructure	its	U.S.	Dollar	denominated debt,	it	may	not	be	able	to	meet	its	operating	obligations,	including	making	payments	to	us	in	the	future,	which	could	have	a	material	adverse	effect	on	our	business	and results	of	operations.

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

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

Competitive	pricing	pressures	for	tenants	on	towers	from	these	competitors	could	materially	and	adversely	affect	our	lease	rates	and	services	income.	In	addition, we	may	not	be	able	to	renew	existing	tenant	leases	or	enter	into	new	tenant	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.	Any	of	these	factors	could	materially	and	adversely	affect	our	business, results	of	operations	or	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	tenants,	is	subject	to	federal,	state,	local	and	foreign	regulation.	In	certain	jurisdictions	these	regulations	could	be	applied	or enforced	retroactively.	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	materially	and	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	materially	and	adversely	affect	our	business,	results	of	operations	and financial	condition.	For	more	information	regarding	the	regulations	we	are	subject	to,	please	see	Item	1	of	this	Annual	Report	under	the	caption	"Regulatory	Matters."

# 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.

As	discussed	in	note	16	to	our	consolidated	financial	statements	included	in	this	Annual	Report,	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.	We	may	not	have	the	required	available	capital	to exercise	our	right	to	purchase	leased	or	subleased	towers	at	the	end	of	the	applicable	period.	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	business,	results	of	operations	or	financial	condition	could	be	materially	and	adversely	affected.

# 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.	Approximately	85%	of	the	communications	sites in	our	portfolio	as	of	December	31,	2010	are	located	on	land	we	lease,	but	do	not	own.	Approximately	86%	of	the	ground	leases	for	these	sites	have	a	final	expiration date	of	2020	and	beyond.	Our	inability	to	protect	our	rights	to	the	land	under	our	towers	may	have	a	material	adverse	effect	on	our	business,	results	of	operations	or financial	condition.

# Our	leverage	and	debt	service	obligations	may	materially	and	adversely	affect	us.

As	of	December	31,	2010,	we	had	approximately	$5.6	billion	of	consolidated	debt,	and	the	ability	to	borrow	additional	amounts	of	approximately	$917.7	million under	our	$1.25	billion	senior	unsecured	revolving	credit	facility	(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.	We	are	also	permitted, subject	to	certain	restrictions	under	our	existing	indebtedness,	to	draw	down	on	our	Revolving	Credit	Facility,	obtain	additional	long-term	debt	and	working	capital	lines of	credit	to	meet	future	financing	needs.	This	would	increase	our	total	leverage.

Our	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	due	under	those	agreements,	which	could	result	in	an	acceleration	of	some	or	all	of	our	outstanding	debt	and	the	loss	of	towers	subject	to	our securitization	transaction	(the	"Securitization")	if	an	uncured	default	occurs;

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

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

•increasing	our	borrowing	costs	if	our	current	investment	grade	debt	ratings	decline;

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

•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	markets	in	which	we	compete;

•limiting	our	ability	to	repurchase	our	Class	A	common	stock	("Common	Stock");	and

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

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

The	loan	agreement	related	to	our	Securitization	includes	operating	covenants	and	other	restrictions	customary	for	loans	subject	to	rated	securitizations.	Among other	things,	the	borrowers	under	the	loan	agreement	for	the	Securitization	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,	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,	in	which	case	we	could	lose such	towers	and	the	revenue	associated	with	such	towers.

The	loan	agreement	for	the	Revolving	Credit	Facility	and	the	additional	$325.0	million	of	term	loan	commitments	("Term	Loan")	contain	restrictive	covenants,	as well	as	requirements	to	comply	with	certain	leverage	and	other	financial	maintenance	tests,	and	thus	require	that	we	limit	our	ability	to	take	various	actions,	including incurring	additional	debt,	guaranteeing	indebtedness,	paying	dividends	or	other	distributions	to	shareholders,	and	engaging	in	various	types	of	transactions,	including mergers,	acquisitions	and	sales	of	assets.	Additionally,	our	indentures	restrict	our	and	our	subsidiaries'	ability	to	incur	liens	securing	our	or	their	indebtedness.	These covenants	could	have	an	adverse	effect	on	our	business	by	limiting	our	ability	to	take	advantage	of	financing,	new	tower	development,	mergers	and	acquisitions	or	other opportunities.

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	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,	local	and	foreign environmental	and	occupational	safety	and	health	laws	and	regulations,	including	those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of, and	exposure	to,

hazardous	and	non-hazardous	substances,	materials	and	wastes.	As	the	owner,	lessee	or	operator	of	real	property	and	facilities,	we	may	be	liable	for	substantial	costs	of investigation,	removal	or	remediation	of	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.	We	may	also	be	liable	for	certain	costs	of	remediating	contamination	at	third	party	sites	to	which	we	sent	waste	for disposal,	even	if	the	original	disposal	may	have	complied	with	all	legal	requirements	at	the	time.	Many	of	these	laws	and	regulations	contain	information	reporting	and record	keeping	requirements.	We	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	requirements	of	these	laws	and	regulations	are	complex,	change frequently,	and	could	become	more	stringent	in	the	future.	In	certain	jurisdictions	these	laws	and	regulations	could	be	applied	or	enforced	retroactively.	It	is	possible that	these	requirements	will	change	or	that	liabilities	will	arise	in	the	future	in	a	manner	that	could	have	a	material	adverse	effect	on	our	business,	results	of	operations and	financial	condition.

# Our	towers	or	data	centers	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	or	data	centers	as	a	result	of	these	or	other	events	would	impact	our	ability	to	provide	services	to	our tenants	and	could	materially	and	adversely	impact	our	results	of	operation	or	financial	condition.	While	we	maintain	insurance	coverage	for	natural	disasters,	we	may not	have	adequate	insurance	to	cover	the	associated	costs	of	repair	or	reconstruction	for	a	major	future	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	tenants	as	a	result	of	damage	to	our	towers,	it	could	lead	to	customer	loss,	resulting	in	a	corresponding	material	adverse	effect on	our	business,	results	of	operations	or	financial	condition.

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

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

# 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;	Delhi	and	Mumbai,	India;	Lima,	Peru;	and	Bogota,	Colombia.	Details	of	each	of	these	offices	are	provided	below:

| Country | Function | Size	(square	feet) | Property	Interest |
| :--- | :--- | :--- | :--- |
| Boston,\tMA | Corporate\tHeadquarters\tand\tAmerican\tTower\tInternational\tHeadquarters | 30,000 | Leased |
| Southborough,\tMA | Information\tTechnology\tData\tCenter | 24,300 | Leased |
| Woburn,\tMA | US\tTower\tDivision\tHeadquarters,\tLease\tAdministration,\tSite\tLeasing | 64,100 | Owned(1) |
|  | Management\tand\tBroadcast\tDivision\tHeadquarters |  |  |
| Atlanta,\tGA | US\tTower\tDivision,\tAccounting\tServices,\tNew\tSite\tDevelopment\tand | 21,400 | Leased |
|  | Site\tOperations\tHeadquarters |  |  |
| Cary,\tNC | US\tTower\tDivision,\tDAS\tSolutions\tand\tStructural\tEngineering\tServices | 20,500 | Leased |
|  | Headquarters |  |  |
| Mexico\tCity,\tMexico | Mexico\tHeadquarters | 11,300 | Leased |
| Sao\tPaulo,\tBrazil | Brazil\tHeadquarters | 8,800 | Leased(2) |
| Delhi,\tIndia | India\tHeadquarters | 7,200 | Leased |
| Mumbai,\tIndia | India\tOperations\tCenter | 16,900 | Leased(3) |
| Lima,\tPeru | Peru\tHeadquarters | 2,400 | Leased |
| Bogota,\tColombia | Colombia\tHeadquarters | 4,000 | Leased |

(1) Our	Woburn	facility	is	approximately	163,000	square	feet.	Currently,	our	offices	occupy	approximately	64,100	square	feet.	An	additional	27,500	square	feet	is being	renovated	for	our	use	and	we	plan	to	occupy	this	space	in	2011.	We	lease	the	remaining	space	to	unaffiliated	tenants.

(2) We	lease	two	office	spaces	in	Sao	Paulo	that	together	occupy	an	aggregate	of	approximately	8,800	square	feet.

(3) We	lease	two	office	spaces	in	Mumbai	that	together	occupy	an	aggregate	of	approximately	16,900	square	feet.

In	addition	to	the	principal	offices	set	forth	above,	we	maintain	offices	in	the	geographic	areas	we	serve	through	which	we	operate	our	tower	leasing	and	services businesses,	as	well	as	maintain	offices	to	pursue	international	business	development	initiatives.	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,	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 fewer	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	fewer	than 2,500	square	feet.

Of	the	approximately	35,000	communications	sites	in	our	portfolio	as	of	December	31,	2010,	approximately	85%	are	located	on	land	we	lease,	but	do	not	own. Ground	leases	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	2020	and	beyond.

# ITEM	3. LEGAL	PROCEEDINGS

During	the	year	ended	December	31,	2006,	we	received	a	letter	of	informal	inquiry	from	the	SEC	Division	of	Enforcement	requesting	documents	and	other information	related	to	our	stock	option	grants	and	stock	option	practices.	On	December	17,	2010,	the	SEC	notified	us	that	it	did	not	intend	to	recommend	any enforcement	action.

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	the	necessary	jurisdiction	over	SCI.	Following	several	decisions	by Mexican	appellate	courts,	including	the	Supreme	Court	of	Mexico,	and	related	appeals	by	both	parties,	an	intermediate	appellate	court	issued	a	new	decision	that	would, if	enforceable,	reimpose	liability	on	SCI	in	September	2010.	In	its	decision,	the	intermediate	appellate	court	identified	potential	damages	of	approximately	$6.7	million, and	on	October	14,	2010,	we	filed	a	new	constitutional	appeal	to	again	dispute	the	decision.	As	a	result,	at	this	stage	of	the	proceeding,	we	are	unable	to	determine whether	the	liability	imposed	on	SCI	by	the	September	2010	decision	will	survive	or	to	estimate	our	share,	if	any,	of	that	potential	liability	if	the	decision	survives	the pending	appeal.

On	June	3,	2010,	Horse-Shoe	Capital	("Horse-Shoe"),	a	company	formed	under	the	laws	of	the	Republic	of	Mauritius,	filed	a	complaint	in	the	Supreme	Court	of the	State	of	New	York,	New	York	County,	with	respect	to	Horse-Shoe's	sale	of	XCEL	Telecom	Private	Limited	("XCEL")	to	American	Tower	Mauritius	("AT Mauritius"),	our	wholly-owned	subsidiary	formed	under	the	laws	of	the	Republic	of	Mauritius.	The	complaint	names	AT	Mauritius,	ATI	and	us	as	defendants,	and	the dispute	concerns	the	timing	and	amount	of	distributions	to	be	made	by	AT	Mauritius	to	Horse-Shoe	from	a	$7.5	million	holdback	escrow	account	and	a	$15.7	million tax	escrow	account,	each	established	by	the	transaction	agreements	at	the	closing	of	the	transaction.	The	complaint	seeks	release	of	the	entire	holdback	escrow	account, plus	an	additional	$2.8	million,	as	well	as	the	release	of	approximately	$12.0	million	of	the	tax	escrow	account.	The	complaint	also	seeks	punitive	damages	in	excess	of $69.0	million.	We	filed	an	answer	to	the	complaint	in	August	2010,	disputing	both	the	amounts	alleged	to	be	owed	under	the	escrow	agreements	as	well	as	the	timing	of the	escrow	distributions.	We	also	asserted	in	our	answer	that	the	demand	for	punitive	damages	is	meritless.	The	parties	filed	cross-motions	for	summary	judgment concerning	the	release	of	the	tax	escrow	account	and	in	January	2011,	the	court	granted	our	motion	for	summary	judgment,	finding	no	obligation	for	us	to	release	the disputed	portion	of	the	tax	escrow	until	2013.	Other	claims	remain	pending.	We	are	vigorously	defending	the	lawsuit.

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. [RESERVED]

# 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	2010	and	2009.

On	February	11,	2011,	the	closing	price	of	our	Common	Stock	was	$56.73	per	share	as	reported	on	the	NYSE.	As	of	February	11,	2011,	we	had	397,612,895 outstanding	shares	of	Common	Stock	and	463	registered	holders.

# Dividends

We	have	not	historically	paid	a	dividend	on	our	Common	Stock.	Payment	of	dividends	in	the	future,	when,	as	and	if	authorized	by	our	board	of	directors,	would depend	upon	many	factors,	including	our	earnings	and	financial	condition,	restrictions	under	applicable	law	and	our	current	and	future	loan	agreements,	our	debt	service requirements,	our	capital	expenditure	requirements	and	other	factors	that	our	board	of	directors	may	deem	relevant	from	time	to	time,	including	the	potential determination	to	elect	REIT	status.	In	addition,	the	loan	agreement	for	our	Revolving	Credit	Facility	and	Term	Loan	contain	covenants	that	generally	restrict	our	ability to	pay	dividends	unless	certain	financial	covenants	are	satisfied.

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,	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	U.S.	Telecommunications	Equipment	Index.	The	performance	graph	assumes	that	on	December	31,	2005,	$100	was	invested	in	each	of	our	Common	Stock,	the S&P	500	Index	and	the	Dow	Jones	U.S.	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.

|  | 12/05 | 12/06 | 12/07 | 12/08 | 12/09 | 12/10 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| American\tTower\tCorporation | $100.00 | $137.56 | $157.20 | $108.19 | $159.45 | $190.55 |
| S&P\t500\tIndex | \t 100.00 | \t 115.80 | \t 122.16 | 76.96 | 97.33 | \t 111.99 |
| Dow\tJones\tU.S.\tTelecommunications\tEquipment\tIndex | \t 100.00 | \t 116.46 | \t 120.28 | 71.50 | \t 107.84 | \t 111.39 |

# Issuer	Purchases	of	Equity	Securities

During	the	three	months	ended	December	31,	2010,	we	repurchased	1,460,682	shares	of	our	Common	Stock	for	an	aggregate	of	$74.6	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\t2010 | 722,890 | $50.76 | 722,890 | $369.1 |
| November\t2010 | 400,692 | $51.81 | 400,692 | $348.3 |
| December\t2010 | 337,100 | $50.89 | 337,100 | $331.1 |
| Total\tFourth\tQuarter | 1,460,682 | $51.08 | 1,460,682 | $331.1 |

(1) Repurchases	made	pursuant	to	the	$1.5	billion	stock	repurchase	program	approved	by	our	Board	of	Directors	in	February	2008	(the	"Buyback").	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	trading	plans	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.

Subsequent	to	December	31,	2010,	we	repurchased	1,122,481	shares	of	our	Common	Stock	for	an	aggregate	of	$58.0	million,	including	commissions	and	fees, pursuant	to	the	Buyback.	As	of	February	11,	2011,	we	had	repurchased	a	total	of	30.9	million	shares	of	our	Common	Stock	for	an	aggregate	of	$1.2	billion,	including commissions	and	fees	pursuant	to	the	Buyback.	We	expect	to	continue	to	manage	the	pacing	of	the	remaining	$273.1	million	under	the	Buyback	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.

In	accordance	with	accounting	principles	generally	accepted	in	the	United	States	("GAAP"),	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.

|  | 2010 | 2009 | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| Revenues: |  |  |  |  |  |
| Rental\tand\tmanagement | $1,936,373 | $1,668,420 | $1,547,035 | $1,425,975 | $1,294,068 |
| Network\tdevelopment\tservices | 48,962 | 55,694 | 46,469 | 30,619 | 23,317 |
| Total\toperating\trevenues | \t 1,985,335 | \t 1,724,114 | \t 1,593,504 | \t 1,456,594 | \t 1,317,385 |
| Operating\texpenses: |  |  |  |  |  |
| Cost\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| Rental\tand\tmanagement | 447,629 | 383,990 | 363,024 | 343,450 | 332,246 |
| Network\tdevelopment\tservices | 26,957 | 32,385 | 26,831 | 16,172 | 11,291 |
| Depreciation,\tamortization\tand\taccretion(1) | 460,726 | 414,619 | 405,332 | 522,928 | 528,051 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | 229,769 | 201,694 | 180,374 | 186,483 | 159,324 |
| Other\toperating\texpenses | 35,876 | 19,168 | 11,189 | 9,198 | 2,572 |
| Total\toperating\texpenses | \t 1,200,957 | \t 1,051,856 | 986,750 | \t 1,078,231 | \t 1,033,484 |
| Operating\tincome | 784,378 | 672,258 | 606,754 | 378,363 | 283,901 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,212 | 14,210 | 14,253 | 14,207 | 14,208 |
| Interest\tincome | 5,024 | 1,722 | 3,413 | 10,848 | 9,002 |
| Interest\texpense | (246,018) | (249,803) | (253,584) | (235,824) | (215,643) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (1,886) | (18,194) | (4,904) | (35,429) | (27,223) |
| Other\tincome | 315 | 1,294 | 5,988 | 20,675 | 6,619 |
| Income\tbefore\tincome\ttaxes\tand\tincome\ton\tequity\tmethod\tinvestments | 556,025 | 421,487 | 371,920 | 152,840 | 70,864 |
| Income\ttax\tprovision | (182,489) | (182,565) | (135,509) | (59,809) | (41,768) |
| Income\ton\tequity\tmethod\tinvestments | 40 | 26 | 22 | 19 | 26 |
| Income\tfrom\tcontinuing\toperations | 373,576 | 238,948 | 236,433 | 93,050 | 29,122 |
| Income\t(loss)\tfrom\tdiscontinued\toperations | 30 | 8,179 | 110,982 | (36,396) | (854) |
| Net\tincome | 373,606 | 247,127 | 347,415 | 56,654 | 28,268 |
| Net\tincome\tattributable\tto\tnoncontrolling\tinterest | (670) | (532) | (169) | (338) | (784) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $372,936 | $246,595 | $347,246 | $56,316 | $27,484 |
| Basic\tincome\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican |  |  |  |  |  |
| Tower\tCorporation(2) | $0.93 | $0.60 | $0.60 | $0.22 | $0.06 |
| Diluted\tincome\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican |  |  |  |  |  |
| Tower\tCorporation(2) | $0.92 | $0.59 | $0.58 | $0.22 | $0.06 |
| Weight\taverage\tcommon\tshares\toutstanding(2) |  |  |  |  |  |
| Basic | 401,152 | 398,375 | 395,947 | 413,167 | 424,525 |
| Diluted | 404,072 | 406,948 | 418,357 | 426,079 | 436,217 |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges(3) | 2.65x | 2.27x | 2.12x | 1.50x | 1.25x |

|  | 2010 | 2009 | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash)(4) | $959,935 | $295,129 | $194,943 | $86,807 | $281,264 |
| Property\tand\tequipment,\tnet | 3,623,835 | \t 3,169,623 | \t 3,022,636 | \t 3,045,186 | \t 3,218,124 |
| Total\tassets | \t 10,368,014 | \t 8,519,931 | \t 8,211,665 | \t 8,130,457 | \t 8,613,219 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | 5,587,388 | \t 4,211,581 | \t 4,333,146 | \t 4,285,284 | \t 3,543,016 |
| Total\tAmerican\tTower\tCorporation\tstockholders'\tequity | 3,501,444 | \t 3,315,082 | \t 2,991,322 | \t 3,022,092 | \t 4,384,916 |

(1) In	2008,	we	completed	a	review	of	the	estimated	useful	lives	of	our	tower	assets.	Based	upon	this	review,	we	revised	the	estimated	useful	lives	of	our	towers	and certain	related	intangible	assets,	primarily	our	network	location	intangible	assets,	from	our	historical	estimate	of	15	years	to	a	revised	estimate	of	20	years.	We accounted	for	this	change	as	a	change	in	estimate	which	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.

(2) Basic	income	per	common	share	from	continuing	operations	represents	income	from	continuing	operations	divided	by	the	weighted	average	number	of	common shares	outstanding	during	the	period.	Diluted	income	per	common	share	from	continuing	operations	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.

(3) For	the	purpose	of	this	calculation,	"earnings"	consists	of	income	from	continuing	operations	before	income	taxes,	income	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	in	earnings	to	fixed	charges	in	each	period	as	follows	(in	thousands):2010–$557,833;	2009–$423,743; 2008–$373,842;	2007-	$155,462;	and	2006–$72,813.

(4) As	of	December	31,	2010,	2009,	2008	and	2007,	includes	approximately	$76.0	million,	$47.8	million,	$51.9	million	and	$53.7	million,	respectively,	in	restricted funds	pledged	as	collateral	to	secure	obligations	and	cash	that	is	otherwise	limited	by	contractual	provisions.	As	of	December	31,	2006,	amount	includes	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	follow	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	our	financial	statements	requires	us	to	make	estimates	and	judgments	that	affect	the	reported	amounts	of	assets and	liabilities,	revenues	and	expenses,	and	the	related	disclosure	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	herein	and	the	accompanying	notes	thereto,	and	the information	set	forth	under	the	caption	"Critical	Accounting	Policies	and	Estimates"	beginning	on	page	40.

Management	focuses	on	segment	gross	margin	and	segment	operating	profit	as	a	means	to	measure	operating	performance	in	our	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	other	operating	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	segments	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), net	income	attributable	to	noncontrolling	interest,	income	(loss)	on	equity	method	investments,	income	taxes	and	discontinued	operations.

# Executive	Overview

Our	primary	business	is	leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast	companies. We	refer	to	this	business	as	our	rental	and	management	operations,	which	accounted	for	approximately	98%	of	our	total	revenues	for	the	year	ended	December	31,	2010. Increased	expansion	activity	in	international	markets	and	changes	to	our	organizational	structure	have	led	us	to	separately	disclose	our	rental	and	management operations	in	two	reportable	segments:	domestic	rental	and	management	and	international	rental	and	management.	Through	our	network	development	services	segment, we	also	offer	tower-related	services	domestically,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	which	primarily	support	our site	leasing	business	and	the	addition	of	new	tenants	and	equipment	on	our	sites.	Accordingly,	our	continuing	operations	are	now	reported	in	three	segments,	domestic rental	and	management,	international	rental	and	management	and	network	development	services.

The	majority	of	our	tenant	leases	with	wireless	carriers	are	typically	for	an	initial	non-cancellable	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	operations	as	of	the	end	of	December	2010	is	recurring	revenue	that	we should	continue	to	receive	in	future	periods.	As	of	December	31,	2010,	we	had	approximately	$13.5	billion	of	non-cancellable	tenant	lease	revenue,	absent	the	impact	of straight-line	lease	accounting.	In	addition,	most	of	our	tenant	leases	have	provisions	that	periodically	increase	the	rent	due	under	the	lease.	These	contractual	rent escalations	are	typically	annual	and	based	on	a	fixed	percentage	(generally	three	to	five	percent),	inflation,	or	a	fixed	percentage	plus	inflation.	Revenue	generated	by rent	increases	based	on	fixed	escalation	clauses	is	recognized	on	a	straight-line	basis	over	the	non-cancellable	term	of	the	applicable	agreement.	We	also	routinely	seek	to extend	our	tenant	leases	with	our	tenants,	which	increases	the	non-cancellable	term	of	the	lease	and	creates	incremental	growth	in	our	revenues.

The	revenues	generated	by	our	rental	and	management	operations	may	also	be	affected	by	cancellations	of	existing	tenant	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,	revenue	lost	from	either	cancellations	of	leases	at	the	end	of	their

terms	or	rent	negotiations	historically	have	not	had	a	material	adverse	effect	on	the	revenues	generated	by	our	rental	and	management	operations.	During	the	year	ended December	31,	2010,	loss	of	annual	revenue	from	tenant	lease	cancellations	or	renegotiations	represented	less	than	3%	of	our	rental	and	management	operations revenues.

Rental	and	Management	Operations	Revenue	Growth.	The	primary	factors	affecting	the	consistent	incremental	growth	in	our	revenues	and	cash	flows	for	our domestic	and	international	rental	and	management	segments	are:

•	 Recurring	revenues	from	tenant	leases	generated	from	sites	which	existed	in	our	portfolio	as	of	the	beginning	of	the	prior	year	period	("legacy	sites");

•	 Contractual	rent	escalations	on	existing	tenant	leases,	net	of	cancellations;

•	 New	revenue	generated	from	leasing	additional	space	on	our	legacy	sites;	and

•	 New	revenue	generated	from	new	sites	acquired	or	constructed	since	the	beginning	of	the	prior	year	period	("new	sites").

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	meet	that demand	by	adding	new	tenants	and	new	equipment	for	existing	tenants	on	our	legacy	sites,	which	increases	the	utilization	and	profitability	of	our	sites.	In	addition,	we believe	the	majority	of	our	site	leasing	activity	will	continue	to	come	from	wireless	broadband	service	providers.	Our	legacy	site	portfolio	and	our	established	tenant base	provide	us	with	new	business	opportunities,	which	have	historically	resulted	in	consistent	and	predictable	organic	revenue	growth.	In	addition,	we	intend	to continue	to	supplement	the	organic	growth	on	our	legacy	sites	by	selectively	developing	or	acquiring	new	sites	in	our	existing	and	new	markets	where	we	can	achieve our	return	on	investment	criteria.

Rental	and	Management	Operations	Organic	Revenue	Growth.	Consistent	with	our	strategy	to	increase	the	utilization	and	return	on	investment	of	our	legacy sites,	our	objective	is	to	add	new	tenants	and	new	equipment	for	existing	tenants	on	our	legacy	sites.	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	tenants	and their	access	to	capital,	and	general	economic	conditions.	Key	trends	within	each	market	that	we	serve	provide	opportunities	for	organic	revenue	growth.

•	 Domestic.	The	majority	of	wireless	subscribers	in	the	United	States	currently	utilize	3G	technology	based	handsets,	for	both	voice	and	data	applications.	As a	result	of	the	rapid	subscriber	adoption	of	wireless	data	applications,	wireless	service	providers	continue	to	invest	in	their	3G	networks	by	adding	new	cell sites	as	well	as	additional	equipment	to	their	existing	cell	sites.	This	level	of	wireless	communications	services	growth	has	produced	consistent	levels	of annual	wireless	carrier	capital	investment	and	as	a	result,	we	have	experienced	consistent	demand	for	our	communications	sites.

In	addition,	wireless	service	providers	in	the	United	States	continue	to	pursue	new	avenues	for	growth,	such	as	deploying	4G	technology	based	wireless networks	to	provide	higher	speed	data	services	and	enable	fixed	broadband	substitution.	As	wireless	service	providers	begin	to	deploy	4G	wireless networks,	we	expect	them	to	overlay	4G	equipment	across	their	existing	networks	of	communications	sites,	resulting	in	additional	revenue.	Subsequent	to the	initial	deployment	and	based	on	actual	subscriber	demand,	we	expect	providers	to	add	additional	equipment	and	new	communications	sites	to	improve the	coverage	and	capacity	of	their	4G	wireless	networks	as	subscribers	transition	from	3G	handsets.	In	connection	with	consistent	levels	of	annual	wireless carrier	capital	investment,	this	technology	migration	path	has	historically	provided	consistent	demand	for	our	communications	sites	as	our	tenants	migrate their	networks	from	one	technology	to	the	next	to	remain	competitive.

•International.	In	general,	our	international	markets	are	less	advanced	with	respect	to	the	current	technologies	deployed	for	wireless	services.	As	a	result, demand	for	our	communications	sites	is	driven	by	continued	voice	network	investments,	new	market	entrants	and	initial	3G	data	network	deployments.	For example,	in	India,	nationwide	voice	networks	continue	to	be	deployed	as	wireless	service	providers	are	beginning	their	initial	investments	in	3G	data networks,	as	a	result	of	recent	spectrum	auctions.	In	Mexico	and	Brazil,	where	nationwide	voice	networks	have	been	deployed,	some	incumbent	wireless service	providers	continue	to	invest	in	their	3G	data	networks,	and	recent	spectrum	auctions	have	enabled	other	incumbent	wireless	service	providers	and new	market	entrants	to	begin	their	initial	investments	in	3G	data	networks.	In	markets	such	as	Chile	and	Peru,	recent	spectrum	auctions	have	attracted	new market	entrants,	who	are	expected	to	begin	their	investment	in	deploying	nationwide	voice	and	3G	data	networks.	We	believe	demand	for	our	tower	sites will	continue	in	our	international	markets	as	wireless	service	providers	seek	to	remain	competitive	by	increasing	the	coverage	of	their	networks	while	also investing	in	next	generation	data	networks.

Rental	and	Management	Operations	New	Site	Revenue	Growth.	During	the	year	ended	December	31,	2010,	we	grew	our	portfolio	of	communications	sites through	acquisitions	and	construction	activities,	including	the	acquisition	and	construction	of	approximately	7,800	sites.	We	continue	to	evaluate	opportunities	to	acquire larger	communications	site	portfolios,	both	domestically	and	internationally,	that	we	believe	we	can	effectively	integrate	into	our	existing	portfolio.

(1) The	majority	of	sites	acquired	or	constructed	internationally	during	2010	and	2009	were	in	India	and	our	newly	launched	operations	in	Chile,	Colombia	and	Peru.

Network	Development	Services	Segment	Revenue	Growth.	As	we	continue	to	focus	on	growing	our	rental	and	management	operations,	we	anticipate	that	our network	development	services	revenue	will	continue	to	represent	a	small	percentage	of	our	total	revenues.	Through	our	network	development	services	segment,	we	offer tower-related	services,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	which	primarily	support	our	site	leasing	business	and the	addition	of	new	tenants	and	equipment	on	our	sites.

Rental	and	Management	Operations	Expenses.	Our	rental	and	management	operations	expenses	include	our	direct	site	level	expenses	and	consist	primarily	of ground	rent,	property	taxes,	repairs	and	maintenance	and	utilities.	These	segment	level	expenses	exclude	all	segment	and	corporate	level	selling,	general,	administrative and	development	expenses,	which	are	aggregated	into	one	line	item	entitled	selling,	general,	administrative	and	development	expense.	In	general,	our	rental	and management	segment	level	selling,	general	and	administrative	expenses	do	not	significantly	increase	as	a	result	of	adding	incremental	tenants	to	our	legacy	sites	and typically	increase	only	modestly	year-over-year.	As	a	result,	leasing	additional	space	to	new	tenants	on	our	legacy	sites	provides	significant	incremental	cash	flow.	In geographic	areas	where	we	have	recently	launched	operations	or	are	focused	on	materially	expanding	our	site	footprint,	we	may	incur	additional	segment	level	selling, general	and	administrative	expenses	as	we	increase	our	presence	in	these	areas.	Our	profit	margin	growth	is	therefore	positively	impacted	by	the	addition	of	new	tenants to	our	legacy	sites	and	can	be	temporarily	diluted	by	our	development	activities.

REIT	Election.	As	we	review	our	tax	strategy	and	assess	the	utilization	of	our	federal	and	state	NOLs,	we	are	actively	considering	an	election	to	a	REIT	for	U.S. federal	and,	where	applicable,	state	income	tax	purposes.	We	may	make	the	determination	to	elect	REIT	status	for	the	taxable	year	beginning	January	1,	2012,	as	early as	the	second	half	of	2011,	subject	to	the	approval	of	our	board	of	directors,	although	there	is	no	certainty	as	to	the	timing	of	a	REIT	election	or	whether	we	will	make	a REIT	election	at	all.

# Non-GAAP	Financial	Measures

Included	in	our	analysis	of	our	results	of	operations	are	discussions	regarding	earnings	before	interest,	taxes,	depreciation,	amortization	and	accretion,	as	adjusted ("Adjusted	EBITDA").	We	define	Adjusted	EBITDA	as	net	income	before:	income	(loss)	from	discontinued	operations,	net;	income	from	equity	method	investments; income	tax	provision	(benefit);	other	income	(expense);	loss	on	retirement	of	long-term	obligations;	interest	expense;	interest	income;	other	operating	expenses; depreciation,	amortization	and	accretion;	and	stock-based	compensation	expense.

Adjusted	EBITDA	is	not	intended	to	replace	net	income	or	any	other	performance	measures	determined	in	accordance	with	GAAP.	Rather,	Adjusted	EBITDA	is presented	as	we	believe	it	is	a	useful	indicator	of	our	current	operating	performance.	We	believe	that	Adjusted	EBITDA	is	useful	to	an	investor	in	evaluating	our operating	performance	because	it	is	the	primary	measure	used	by	our	management	team	when	evaluating	the	performance	of	our	operating	segments,	it	is	a	component of	the	calculation	used	by	our	lenders	to	determine	compliance	with	certain	debt	covenants	and	it	is	widely	used	in	the	tower	industry	to	measure	operating	performance as	depreciation,	amortization	and	accretion	may	vary	significantly	among	companies	depending	upon	accounting	methods	and	useful	lives,	particularly	where acquisitions	and	non-operating	factors	are	involved.

Our	measurement	of	Adjusted	EBITDA	may	not	be	comparable	to	similarly	titled	measures	used	by	other	companies.	A	reconciliation	of	Adjusted	EBITDA	to net	income,	the	most	directly	comparable	GAAP	measure,	has	been	included	below.

# Results	of	Operations

# (In	thousands)

# Revenue

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,565,474 | $1,408,352 | $157,122 | 11% |
| International | 370,899 | 260,068 | \t 110,831 | 43 |
| Total\trental\tand\tmanagement | \t 1,936,373 | \t 1,668,420 | \t 267,953 | 16 |
| Network\tdevelopment\tservices | 48,962 | 55,694 | (6,732) | (12) |
| Total\trevenues | $1,985,335 | $1,724,114 | $261,221 | 15% |

Total	revenues	for	the	year	ended	December	31,	2010	increased	15%	to	$1,985.3	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our rental	and	management	segments,	including	organic	revenue	growth	attributable	to	our	legacy	sites	and	revenue	growth	attributable	to	the	approximately	11,400	new sites	that	we	have	constructed	or	acquired	since	January	1,	2009.	This	growth	was	partially	offset	by	a	decrease	in	network	development	services	segment	revenue.

Domestic	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2010	increased	11%	to	$1,565.5	million.	This	growth	was	comprised	of:

•	 Approximately	9%	from	organic	revenue	growth,	which	was	due	to	the	incremental	revenue	generated	from	adding	new	tenants	to	legacy	sites,	existing tenants	adding	more	equipment	to	legacy	sites,	contractual	rent	escalations	and	a	one-time	revenue	item,	partially	offset	by	tenant	lease	cancellations	and	a decline	in	revenue	attributable	to	a	tenant	take	or	pay	agreement	and	settlement	from	2009,	which	did	not	recur	in	2010;	and

•	 Revenue	growth	from	new	sites	of	approximately	2%,	which	was	a	result	of	the	construction	or	acquisition	of	approximately	1,500	new	domestic	sites	since January	1,	2009.

International	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2010	increased	43%	to	$370.9	million.	This	growth	was	comprised	of:

•	 Approximately	8%	from	organic	revenue	growth,	which	was	due	to	the	incremental	revenue	generated	from	adding	new	tenants	to	legacy	sites,	existing tenants	adding	more	equipment	to	legacy	sites,	contractual	rent	escalations,	the	positive	impact	of	foreign	currency	translation	and	the	positive	impact	from straight-line	lease	accounting,	and	was	partially	offset	by	tenant	lease	cancellations	and	renegotiations	with	our	largest	tenant	in	Mexico;	and

•	 Revenue	growth	from	new	sites	of	approximately	35%,	which	was	a	result	of	the	construction	or	acquisition	of	approximately	9,900	new	international	sites since	January	1,	2009.

Network	development	services	segment	revenue	for	the	year	ended	December	31,	2010	decreased	12%	to	$49.0	million.	The	decrease	was	primarily	attributable	to revenues	generated	during	the	year	ended	December	31,	2009	for	a	material	acquisition,	zoning	and	permitting	project	with	a	major	tenant,	which	did	not	recur	in	2010.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,240,114 | $1,096,350 | $143,764 | 13% |
| International | 262,842 | 202,290 | 60,552 | 30 |
| Total\trental\tand\tmanagement | \t 1,502,956 | \t 1,298,640 | \t 204,316 | 16 |
| Network\tdevelopment\tservices | 22,005 | 23,309 | (1,304) | (6) |
| Total\tgross\tmargin | $1,524,961 | $1,321,949 | $203,012 | 15% |

Total	gross	margin	for	the	year	ended	December	31,	2010	increased	15%	to	$1,525.0	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our rental	and	management	segments	and	was	partially	offset	by	a	decrease	in	gross	margin	attributable	to	our	network	development	services	segment.

Domestic	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2010	increased	13%	to	$1,240.1	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	4%	increase	in	direct	operating	costs,	of	which	1%	was	attributable	to	expense increases	on	our	legacy	domestic	sites	and	3%	was	attributable	to	the	incremental	direct	operating	costs	associated	with	the	addition	of	approximately	1,500	new domestic	sites	since	January	1,	2009.

International	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2010	increased	30%	to	$262.8	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	70%	increase	in	direct	operating	costs,	including	pass-through	expenses,	of	which 10%	was	attributable	to	expense	increases	on	our	legacy	international	sites	and	60%	was	attributable	to	the	incremental	costs	associated	with	the	addition	of approximately	9,900	new	international	sites	since	January	1,	2009.

Network	development	services	segment	gross	margin	for	the	year	ended	December	31,	2010	decreased	6%	to	$22.0	million.	The	decrease	was	primarily attributable	to	the	reduction	in	revenue	attributable	to	our	site	acquisition,	zoning	and	permitting	services.

# Selling,	General,	Administrative	and	Development	Expense

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $62,295 | $55,635 | $6,660 | 12% |
| International | 45,877 | 30,551 | 15,326 | 50 |
| Total\trental\tand\tmanagement | \t 108,172 | 86,186 | 21,986 | 26 |
| Network\tdevelopment\tservices | 6,312 | 5,816 | 496 | 9 |
| Other | \t 115,285 | \t 109,692 | 5,593 | 5 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $229,769 | $201,694 | $ 28,075 | 14% |

Total	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2010,	increased	14%	to	$229.8	million.	The	increase	was primarily	attributable	to	an	increase	in	both	of	our	rental	and	management	segments	and	corporate	overhead	to	support	the	continued	growth	of	our	operations.	These increases	were	partially	offset	by	lower	stock-based	compensation	expense.

Domestic	rental	and	management	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2010	increased	12%	to $62.3	million.	The	increase	was	primarily	attributable	to	initiatives	designed	to	drive	growth	and	to	support	a	growing	portfolio,	including	increased	staffing	in	field operations,	sales	and	finance,	as	well	as	costs	associated	with	establishing	a	dedicated	team	to	more	actively	pursue	new	product	lines,	such	as	shared	generators	and outdoor	DAS	networks.

International	rental	and	management	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2010,	increased	50%	to $45.9	million.	The	increase	was	primarily	attributable	to	our	increased	international	expansion,	including	acquisitions	of	several	tower	businesses	in	India,	as	well	as costs	associated	with	our	recent	expansion	initiatives	in	Chile,	Colombia	and	Peru.

Network	development	services	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2010	increased	9%	to	$6.3 million.	The	increase	was	primarily	attributable	to	costs	incurred	to	support	our	new	tower	development	and	our	site	acquisition,	zoning	and	permitting	services.

Other	selling,	general	administrative	and	development	expense	for	the	year	ended	December	31,	2010,	increased	5%	to	$115.3	million.	The	increase	was primarily	due	to	a	$13.7	million	increase	in	corporate	expenses,	which	were	partially	offset	by	a	$8.1	million	decrease	in	stock-based	compensation	expense.	The increase	in	corporate	expenses	was	primarily	attributable	to	incremental	employee	and	increased	information	technology	costs	associated	with	supporting	a	growing global	organization.	The	decrease	in	stock-based	compensation	expense	was	primarily	attributable	to	the	one-time	expense	recognized	upon	the	modification	of	certain equity	awards	in	2009,	which	did	not	recur	in	2010.

# Operating	Profit

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,177,819 | $1,040,715 | $137,104 | 13% |
| International | 216,965 | 171,739 | 45,226 | 26 |
| Total\trental\tand\tmanagement | \t 1,394,784 | \t 1,212,454 | \t 182,330 | 15 |
| Network\tdevelopment\tservices | 15,693 | 17,493 | (1,800) | (10) |
| Total\toperating\tprofit | $1,410,477 | $1,229,947 | $180,530 | 15% |

Total	operating	profit	for	the	year	ended	December	31,	2010	increased	15%	to	$1,410.5	million.	The	increase	was	primarily	attributable	to	the	increase	in	both	our rental	and	management	segments	gross	margin,	and	was	partially	offset	by	increases	in	overhead	costs	attributable	to	both	of	our	rental	and	management	segments.

Domestic	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2010	increased	13%	to	$1,177.8	million.	The	growth	was	primarily attributable	to	the	increase	in	our	domestic	rental	and	management	segment	gross	margin	(13%)	as	described	above,	and	was	partially	offset	by	increases	in	our domestic	rental	and	management	segment	overhead	costs	(12%),	as	described	above.

International	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2010	increased	26%	to	$217.0	million.	The	growth	was	primarily attributable	to	the	increase	in	our	international	rental	and	management	segment	gross	margin	(30%)	as	described	above,	and	was	partially	offset	by	increases	in	our international	rental	and	management	segment	overhead	costs	(50%),	as	described	above.

Network	development	services	segment	operating	profit	for	the	year	ended	December	31,	2010	decreased	10%	to	$15.7	million.	The	decrease	was	primarily attributable	to	the	decrease	in	revenue	and	an	increase	in	segment	overhead	costs,	as	described	above.

# Depreciation,	Amortization	and	Accretion

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Depreciation,\tamortization\tand\taccretion | $460,726 | $414,619 | $ 46,107 | 11% |

Depreciation,	amortization	and	accretion	for	the	year	ended	December	31,	2010	increased	11%	to	$460.7	million.	The	increase	was	primarily	attributable	to	the depreciation,	amortization	and	accretion	associated	with	the	acquisition	or	construction	of	approximately	7,800	sites	since	January	1,	2010,	which	resulted	in	an	increase in	property	and	equipment.

# Other	Operating	Expenses

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Other\toperating\texpenses | $35,876 | $19,168 | $ 16,708 | 87% |

Other	operating	expenses	for	the	year	ended	December	31,	2010	increased	87%	to	$35.9	million.	The	increase	was	primarily	attributable	to	an	increase	of approximately	$10.7	million	in	acquisition	related	costs,	an	increase	of	approximately	$4.1	million	in	impairments	and	losses	on	the	sale	of	assets,	and	an	increase	of $1.7	million	of	consulting	and	legal	costs	associated	with	our	evaluation	of	a	potential	election	to	a	REIT.

# Interest	Expense

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Interest\texpense | $246,018 | $249,803 | $(3,785) | (2)% |

Interest	expense	for	the	year	ended	December	31,	2010	decreased	2%	to	$246.0	million.	The	decrease	was	primarily	attributable	to	a	reduction	in	our	weighted average	cost	of	borrowing	from	5.82%	to	5.52%,	partially	offset	by	an	increase	in	average	debt	outstanding.

# Income	Tax	Provision

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Income\ttax\tprovision | $182,489 | $182,565 | $(76) | (0)% |
| Effective\ttax\trate | 32.8% | 43.3% |  |  |

The	income	tax	provision	for	the	year	ended	December	31,	2010	remained	relatively	flat	at	$182.5	million.	The	effective	tax	rate	for	the	year	ended	December	31, 2010	decreased	to	32.8%	from	43.3%.	The	decrease	in	the	effective	tax	rate	was	primarily	due	to	reduced	foreign	withholding	taxes,	the	recognition	of	previously reserved	NOLs	and	a	reduction	in	the	foreign	currency	impact	on	certain	tax	items.

The	effective	tax	rates	on	income	from	continuing	operations	for	the	years	ended	December	31,	2010	and	2009	differ	from	the	federal	statutory	rate	due	primarily to	adjustments	for	foreign	items,	non-deductible	stock-based	compensation	expense,	tax	reserves	and	state	taxes.

# Net	Income/Adjusted	EBITDA

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | 2010 | 2009 | (Decrease) | (Decrease) |
| Net\tincome | $373,606 | $247,127 | $126,479 | 51% |
| Income\tfrom\tdiscontinued\toperations,\tnet | (30) | (8,179) | (8,149) | (100) |
| Income\tfrom\tcontinuing\toperations | 373,576 | 238,948 | \t 134,628 | 56 |
| Income\tfrom\tequity\tmethod\tinvestments | (40) | (26) | 14 | 54 |
| Income\ttax\tprovision | 182,489 | 182,565 | (76) | — |
| Other\tincome | (315) | (1,294) | (979) | (76) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 1,886 | 18,194 | (16,308) | (90) |
| Interest\texpense | 246,018 | 249,803 | (3,785) | (2) |
| Interest\tincome | (5,024) | (1,722) | 3,302 | 192 |
| Other\toperating\texpenses | 35,876 | 19,168 | 16,708 | 87 |
| Depreciation,\tamortization\tand\taccretion | 460,726 | 414,619 | 46,107 | 11 |
| Stock-based\tcompensation\texpense | 52,555 | 60,670 | (8,115) | (13) |
| Adjusted\tEBITDA | $1,347,747 | $1,180,925 | $166,822 | 14% |

Net	income	for	the	year	ended	December	31,	2010	increased	51%	to	$373.6	million.	The	increase	was	primarily	attributable	to	an	increase	in	operating	profit,	as described	above,	an	increase	in	interest	income,	partially	offset	by	an	increase	in	depreciation,	amortization	and	accretion.

Adjusted	EBITDA	for	the	year	ended	December	31,	2010	increased	14%	to	$1,347.7	million.	Adjusted	EBITDA	growth	was	primarily	attributable	to	the	increase in	our	gross	margin	(15%)	and	was	partially	offset	by	an	increase	in	selling,	general,	administrative	and	development	expenses,	excluding	stock-based	compensation expense.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,408,352 | $1,320,530 | $87,822 | 7% |
| International | 260,068 | 226,505 | 33,563 | 15 |
| Total\trental\tand\tmanagement | \t 1,668,420 | \t 1,547,035 | \t 121,385 | 8 |
| Network\tdevelopment\tservices | 55,694 | 46,469 | 9,225 | 20 |
| Total\trevenues | $1,724,114 | $1,593,504 | $130,610 | 8% |

Total	revenues	for	the	year	ended	December	31,	2009	increased	8%	to	$1,724.1	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our	rental and	management	segments,	including	organic	revenue	growth	attributable	to	our	legacy	sites	and	revenue	growth	attributable	to	the	approximately	4,500	new	sites	that we	have	constructed	or	acquired	since	January	1,	2008.	This	increase	was	also	a	result	of	an	increase	in	network	development	services	segment	revenue.

Domestic	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2009	increased	7%	to	$1,408.4	million.	The	revenue	growth	was	comprised of:

•	 Approximately	6%	from	organic	revenue	growth,	which	was	due	to	the	incremental	revenue	generated	from	adding	new	tenants	to	legacy	sites,	existing tenants	adding	more	equipment	to	legacy	sites	and	contractual	tenant	lease	escalations,	and	was	partially	offset	by	tenant	lease	cancellations	and	straight- line	lease	accounting;	and

•	 Revenue	growth	from	new	sites	of	1%,	which	was	a	result	of	the	construction	or	acquisition	of	approximately	700	new	domestic	sites	since	January	1, 2008.

International	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2009	increased	15%	to	$260.1	million.	The	revenue	growth	was comprised	of:

•	 Approximately	17%	of	international	rental	and	management	segment	revenue	growth	was	attributable	to	the	addition	of	approximately	3,800	new international	sites	since	January	1,	2008;	and

•	 Approximately	2%	from	revenue	decline	for	our	legacy	international	sites,	as	a	result	of	the	impact	of	foreign	currency	translations	experienced	during	the year	ended	December	31,	2009.	The	negative	impact	of	foreign	currency	translations	was	partially	offset	by	the	growth	in	our	core	business,	including incremental	revenue	generated	from	adding	new	tenants	to	legacy	sites,	existing	tenants	adding	more	equipment	to	legacy	sites	and	contractual	rent escalations.

Network	development	services	segment	revenue	for	the	year	ended	December	31,	2009	increased	20%	to	$55.7	million.	The	increase	was	primarily	attributable	to revenues	generated	from	our	expanding	site	acquisition,	zoning	and	permitting	services.

# Gross	Margin

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,096,350 | $1,016,205 | $80,145 | 8% |
| International | 202,290 | 182,059 | 20,231 | 11 |
| Total\trental\tand\tmanagement | \t 1,298,640 | \t 1,198,264 | \t 100,376 | 8 |
| Network\tdevelopment\tservices | 23,309 | 19,638 | 3,671 | 19 |
| Total\tgross\tmargin | $1,321,949 | $1,217,902 | $104,047 | 9% |

Total	gross	margin	for	the	year	ended	December	31,	2009	increased	9%	to	$1,321.9	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our rental	and	management	segments	and	an	increase	in	gross	margin	attributable	to	our	network	development	services	segment.

Domestic	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2009	increased	8%	to	$1,096.4	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	3%	increase	in	direct	operating	costs,	of	which	2%	growth	was	attributable	to expense	increases	on	our	legacy	domestic	sites	and	1%	growth	was	attributable	to	the	incremental	direct	operating	costs	associated	with	the	addition	of	approximately 700	new	domestic	sites	since	January	1,	2008.

International	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2009	increased	11%	to	$202.3	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	23%	increase	in	direct	operating	costs,	which	was	primarily	driven	by	a	29% increase	in	direct	operating	costs	attributable	to	the	addition	of	approximately	3,800	new	international	sites	since	January	1,	2008.	The	increase	in	costs	from	new	sites was	partially	offset	by	a	6%	decrease	in	direct	operating	expenses	associated	with	our	legacy	international	sites	as	a	result	of	the	impact	of	foreign	currency	translations experienced	during	the	year	ended	December	31,	2009.

Network	development	services	segment	gross	margin	for	the	year	ended	December	31,	2009	increased	19%	to	$23.3	million.	The	increase	was	primarily attributable	to	the	gross	margin	generated	from	our	expanding	site	acquisition,	zoning	and	permitting	services.

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2009 | 2008 | (Decrease) | (Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $55,635 | $51,666 | $3,969 | 8% |
| International | 30,551 | 16,438 | 14,113 | 86 |
| Total\trental\tand\tmanagement | 86,186 | 68,104 | 18,082 | 27 |
| Network\tdevelopment\tservices | 5,816 | 4,351 | 1,465 | 34 |
| Other | \t 109,692 | \t 107,919 | 1,773 | 2 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $201,694 | $180,374 | $ 21,320 | 12% |

Total	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2009	increased	12%	to	$201.7	million.	The	increase	was primarily	attributable	to	an	increase	in	costs	attributable	to	our	international	rental	and	management	segment,	an	increase	of	$5.9	million	in	stock-based	compensation expense,	and	an	increase	in	costs	attributable	to	our	domestic	rental	and	management	segment,	which	were	partially	offset	by	a	reduction	in	other	corporate	expenses.

Domestic	rental	and	management	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2009	increased	8%	to	$55.6 million.	The	increase	was	primarily	attributable	to	non-recurring	legal	costs	and	the	write-off	of	capitalized	costs	associated	with	discontinued	development	projects.

International	rental	and	management	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2009	increased	86%	to $30.6	million.	The	increase	was	primarily	attributable	to	an	increase	in	bad	debt	expense	and	the	write-off	of	capitalized	costs	associated	with	discontinued	development projects,	as	well	as	costs	to	support	our	growing	international	operations.

Network	development	services	segment	selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2009	increased	34%	to	$5.8 million.	The	increase	was	primarily	attributable	to	costs	incurred	to	support	our	expanding	site	acquisition,	zoning	and	permitting	services.

Other	selling,	general	administrative	and	development	expense	for	the	year	ended	December	31,	2009	increased	2%	to	$109.7	million.	The	increase	was	primarily attributable	to	a	$5.9	million	increase	in	stock-based	compensation	expense	as	a	result	of	a	one-time	expense	recognized	upon	the	modification	of	certain	equity	awards in	2009,	and	was	partially	offset	by	a	decrease	in	corporate	expenses.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | Increase\n(Decrease) | Increase\n(Decrease) |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,040,715 | $964,539 | $ 76,176 | 8% |
| International | 171,739 | 165,621 | 6,118 | 4 |
| Total\trental\tand\tmanagement | \t 1,212,454 | \t 1,130,160 | 82,294 | 7 |
| Network\tdevelopment\tservices | 17,493 | 15,287 | 2,206 | 14 |
| Total\toperating\tprofit | $1,229,947 | $1,145,447 | $ 84,500 | 7% |

Total	operating	profit	for	the	year	ended	December	31,	2009	increased	7%	to	$1,229.9	million.	The	increase	was	primarily	attributable	to	the	increase	in	both	our rental	and	management	segments	gross	margin,	and	was	partially	offset	by	increases	in	total	overhead	costs	attributable	to	both	our	rental	and	management	segments	as well	as	our	network	development	services	segment.

Domestic	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2009	increased	8%	to	$1,040.7	million.	The	growth	was	primarily attributable	to	the	increase	in	gross	margin	(8%)	and	was	partially	offset	by	increases	in	selling,	general,	administrative	and	developmental	expense	(8%),	as	described above.

International	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2009	increased	4%	to	$171.7	million.	The	growth	was	primarily attributable	to	the	increase	in	gross	margin	(11%),	as	described	above,	and	was	partially	offset	by	increases	in	selling,	general,	and	administrative	and	development expense	(86%),	as	described	above.

Network	development	services	segment	operating	profit	for	the	year	ended	December	31,	2009	increased	14%	to	$17.5	million.	The	increase	was	primarily attributable	to	the	increase	in	revenue	described	above.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Depreciation,\tamortization\tand\taccretion | $414,619 | $405,332 | $9,287 | 2% |

Depreciation,	amortization	and	accretion	for	the	year	ended	December	31,	2009	increased	2%	to	$414.6	million.	The	increase	was	primarily	attributable	to	the depreciation,	amortization	and	accretion	associated	with	the	acquisition	or	construction	of	approximately	3,550	sites	since	January	1,	2009,	which	resulted	in	an	increase in	property	and	equipment.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Other\toperating\texpenses | $19,168 | $11,189 | $7,979 | 71% |

Other	operating	expenses	for	the	year	ended	December	31,	2009	increased	71%	to	$19.2	million.	The	increase	was	primarily	attributable	to	approximately	$6.3 million	in	acquisition	related	costs	which	were	expensed	as	a	result	of	new	accounting	guidance	issued	by	the	Financial	Accounting	Standards	Board	("FASB"). Approximately	$1.2	million	of	these	costs	are	related	to	the	expensing	of	amounts	which	had	been	recorded	as	other	long-term	assets	at	December	31,	2008	for	pending acquisitions	and	the	remaining	$5.1	million	relates	to	additional	acquisition	related	costs	incurred	during	the	year	ended	December	31,	2009.	Approximately	$1.4	million of	the	increase	was	attributable	to	an	increase	in	impairments	and	losses	on	the	sale	of	assets.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Interest\texpense | $249,803 | $253,584 | $(3,781) | (1%) |

Interest	expense	for	the	year	ended	December	31,	2009,	decreased	1%	to	$249.8	million.	The	decrease	was	primarily	attributable	to	a	reduction	in	average outstanding	debt,	partially	offset	by	an	increase	in	our	weighted	average	cost	of	borrowing	to	5.82%	from	the	previous	year.

# Loss	on	Retirement	of	Long-term	Obligations

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | $18,194 | $4,904 | $ 13,290 | 271% |

Loss	on	retirement	of	long-term	obligations	for	the	year	ended	December	31,	2009	increased	271%	to	$18.2	million	as	a	result	of	amounts	paid	in	excess	of carrying	value	and	the	write-off	of	the	related	deferred	financing	fees,	discounts	and	premiums.	The	increase	was	primarily	attributable	to	an	increase	in	refinancing activities	during	2009,	which	included	our	tender	offer	and	subsequent	redemption	of	$225.0	million	principal	amount	of	our	7.50%	senior	notes	due	2012	for	an aggregate	purchase	price	of	$231.7	million,	and	our	repurchase	of	an	aggregate	of	$500.0	million	principal	amount	of	our	7.125%	senior	notes	due	2012	for	an aggregate	purchase	price	of	$511.7	million.

During	the	year	ended	December	31,	2008,	holders	of	approximately	$18.3	million	principal	amount	of	our	3.25%	convertible	notes	due	August	1,	2010	and $182.8	million	principal	amount	of	our	3.00%	convertible	notes	due	August	15,	2012	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.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Income\ttax\tprovision | $182,565 | $135,509 | $ 47,056 | 35% |
| Effective\ttax\trate | 43.3% | 36.4% |  |  |

The	income	tax	provision	for	the	year	ended	December	31,	2009	increased	35%	to	$182.6	million.	The	effective	tax	rate	for	the	year	ended	December	31,	2009 increased	to	43.3%	from	36.4%.	The	increase	in	the	effective	tax	rate	was	primarily	due	to	the	discrete	impact	of	foreign	currency	exchange	rate	fluctuations	on	certain tax	items,	IRS	audit	adjustments	and	certain	valuation	allowances,	partially	offset	by	the	decrease	in	tax	reserves.	In	addition,	the	increase	in	the	income	tax	provision correlates	to	the	increase	in	income	during	the	year	ended	December	31,	2009.

The	effective	tax	rates	on	income	from	continuing	operations	for	the	years	ended	December	31,	2009	and	December	31,	2008	differ	from	the	federal	statutory	rate due	primarily	to	adjustments	for	foreign	items,	non-deductible	stock-based	compensation	expense,	IRS	audit	adjustments	of	approximately	$10.0	million,	tax	reserves and	state	taxes.

# Income	from	Discontinued	Operations,	Net

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | \t\t\t\t\t\t2009 | \t\t\t\t\t\t2008 | (Decrease) | (Decrease) |
| Income\tfrom\tdiscontinued\toperations,\tnet | $8,179 | $110,982 | $(102,803) | (93%) |

Income	from	discontinued	operations,	net	for	the	year	ended	December	31,	2009	decreased	93%	to	$8.2	million.	This	decrease	is	primarily	attributable	to	the recording	of	an	income	tax	benefit	of	$110.1	million	during	the	year	ended	December	31,	2008,	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	the 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.	The	$102.8	million	decrease	was	partially	offset	by	an	insurance	reimbursement	received	during	the	year	ended	December	31,	2009	for	approximately	$5.0 million	related	to	the	Verestar	bankruptcy	settlement.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase | Increase |
|  | 2009 | 2008 | (Decrease) | (Decrease) |
| Net\tincome | $247,127 | $347,415 | $(100,288) | (29%) |
| Income\tfrom\tdiscontinued\toperations,\tnet | (8,179) | (110,982) | (102,803) | (93) |
| Income\tfrom\tcontinuing\toperations | 238,948 | 236,433 | 2,515 | 1 |
| Income\tfrom\tequity\tmethod\tinvestments | (26) | (22) | 4 | 18 |
| Income\ttax\tprovision | 182,565 | 135,509 | 47,056 | 35 |
| Other\tincome | (1,294) | (5,988) | (4,694) | (78) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 18,194 | 4,904 | 13,290 | 271 |
| Interest\texpense | 249,803 | 253,584 | (3,781) | (1) |
| Interest\tincome | (1,722) | (3,413) | (1,691) | (50) |
| Other\toperating\texpenses | 19,168 | 11,189 | 7,979 | 71 |
| Depreciation,\tamortization\tand\taccretion | 414,619 | 405,332 | 9,287 | 2 |
| Stock\tbased\tcompensation\texpense | 60,670 | 54,807 | 5,863 | 11 |
| Adjusted\tEBITDA | $1,180,925 | $1,092,335 | $88,590 | 8% |

Net	income	for	the	year	ended	December	31,	2009	decreased	29%	to	$247.1	million.	The	decrease	was	primarily	attributable	to	the	decrease	in	income	from discontinued	operations,	net	from	the	prior	year	period,	which	as	described	above,	was	primarily	attributable	to	an	income	tax	benefit	recognized	in	2008,	related	to losses	associated	with	our	investment	in	our	wholly	owned	subsidiary,	Verestar,	Inc.

Adjusted	EBITDA	for	the	year	ended	December	31,	2009	increased	8%	to	$1,180.9	million.	Adjusted	EBITDA	growth	was	primarily	attributable	to	the	increase in	our	gross	margin	(9%),	and	was	partially	offset	by	an	increase	in	selling,	general,	administrative	and	development	expenses	(12%).

# 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,	2010,	we	had	approximately	$1,801.7	million	of	total	liquidity,	comprised	of approximately	$884.0	million	in	cash	and	cash	equivalents	and	the	ability	to	borrow	approximately	$917.7	million	under	our	Revolving	Credit	Facility.	As	of December	31,	2010,	our	cash	and	cash	equivalents	increased	by	$636.7	million	as	compared	to	December	31,	2009.	Summary	cash	flow	information	for	the	years	ended December	31,	2010,	2009	and	2008	is	set	forth	below.

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\t(used\tfor): |  |  |  |
| Operating\tactivities | $1,020,977 | $842,126 | $773,258 |
| Investing\tactivities | (1,300,902) | (543,066) | (274,940) |
| Financing\tactivities | 910,330 | (194,942) | (388,172) |
| Net\teffect\tof\tchanges\tin\texchange\trates\ton\tcash\tand\tcash\tequivalents | 6,265 | 98 | (192) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | $636,670 | $104,216 | $109,954 |

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,	2010	and	2009,	we	also	used	our	cash	flows	to	refinance	our	outstanding indebtedness,	fund	acquisitions	and	fund	our	stock	repurchase	program.	Our	significant	financing	transactions	in	2010	included	the	following:

•	 We	extended	the	maturity	dates	and	lowered	the	cost	of	our	debt	by	completing	two	registered	offerings	of	$700.0	million	aggregate	principal	amount	of our	5.05%	Notes	and	$1.0	billion	aggregate	principal	amount	of	our	4.50%	Notes.

•	 We	repurchased	approximately	9.3	million	shares	of	our	Common	Stock	for	an	aggregate	purchase	price	of	$420.8	million,	including	commissions	and fees,	pursuant	to	our	Buyback.

As	of	December	31,	2010,	we	had	total	outstanding	indebtedness	of	approximately	$5.6	billion.	We	generated	sufficient	cash	flow	from	operations	to	fund	our capital	expenditures	and	cash	interest	obligations	in	2010.	We	believe	our	cash	generated	by	operations	for	the	year	ending	December	31,	2011	also	will	be	sufficient	to fund	our	capital	expenditures	and	our	cash	debt	service	(interest	and	principal	repayments)	obligations	for	2011.

For	more	information	regarding	our	financing	transactions	in	2010,	see	"—Cash	Flows	from	Financing	Activities"	below.

# Cash	Flows	from	Operating	Activities

For	the	year	ended	December	31,	2010,	cash	provided	by	operating	activities	was	$1,021.0	million,	an	increase	of	$178.9	million	as	compared	to	the	year	ended December	31,	2009.	This	increase	was	primarily	comprised	of	an	increase	of	$180.5	million	in	the	operating	profit	of	our	operating	segments,	partially	offset	by	an increase	in	the	amount	spent	to	meet	working	capital	needs.

For	the	year	ended	December	31,	2009,	cash	provided	by	operating	activities	was	$842.1	million,	an	increase	of	approximately	$68.9	million	as	compared	to	the year	ended	December	31,	2008.	This	increase	was	primarily	comprised	of	an	increase	of	$84.5	million	in	the	operating	profit	of	our	operating	segments,	partially	offset by	an	increase	in	the	amount	spent	to	meet	working	capital	needs.

# Cash	Flows	from	Investing	Activities

For	the	year	ended	December	31,	2010,	cash	used	for	investing	activities	was	$1,300.9	million,	an	increase	of	approximately	$757.8	million,	as	compared	to	the year	ended	December	31,	2009.	This	increase	was	primarily	comprised	of	increased	spending	for	acquisitions,	property	and	equipment	and	construction	activities	during the	year	ended	December	31,	2010.

During	the	year	ended	December	31,	2010,	payments	for	purchases	of	property	and	equipment	and	construction	activities	totaled	$346.7	million,	including	$43.0 million	of	capital	expenditures	related	to	capital	improvements	and	corporate	capital	expenditures	primarily	attributable	to	information	technology	improvements, $194.4	million	spent	in	connection	with	the	construction	of	over	1,000	towers,	the	installation	of	approximately	30	in-building	DAS	networks	and	the	installation	of shared	back-up	power	generators,	$83.5	million	spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases)	and	$25.8	million	for the	redevelopment	of	existing	sites	to	accommodate	new	customer	equipment.	In	addition,	during	the	year	ended	December	31,	2010,	we	spent	$420.7	million,	net	of $106.6	million	cash	acquired,	to	acquire	ETIPL	and	$585.5	million	to	acquire	approximately	2,100	additional	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	total	capital	expenditures	will	be	between	approximately	$400 million	and	$450	million	in	2011,	with	spending	for	capital	improvements,	corporate	expenditures	and	the	redevelopment	of	existing	communications	sites	at	levels comparable	to	2010.	Additionally,	we	expect	to	spend	approximately	$80	million	to	$100	million	for	ground	lease	purchases	and	$200	million	to	$220	million	for	other capital	projects	including	the	construction	of	approximately	1,200	to	1,500	new	communications	sites.

For	the	year	ended	December	31,	2009,	cash	used	for	investing	activities	was	$543.1	million,	an	increase	of	approximately	$268.1	million,	as	compared	to	the year	ended	December	31,	2008.	This	increase	was	primarily	comprised	of	increased	spending	for	acquisitions,	property	and	equipment	and	construction	activities	during the	year	ended	December	31,	2009.

During	the	year	ended	December	31,	2009,	payments	for	purchases	of	property	and	equipment	and	construction	activities	totaled	$250.3	million,	including	$63.8 million	of	capital	expenditures	related	to	the	maintenance,	improvement	and	redevelopment	of	our	existing	communications	sites,	$129.9	million	spent	in	connection with	the	construction	of	1,024	towers,	the	installation	of	21	in-building	DAS	networks	and	the	installation	of	shared	back-up	power	generators,	$49.1	million	spent	to acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases),	and	$7.5	million	spent	on	information	technology	improvements.	In	addition, during	the	year-ended	December	31,	2009,	we	spent	$98.0	million,	net	of	$6.0	million	cash	acquired,	to	acquire	XCEL,	$19.9	million,	net	of	$0.2	million	cash	acquired, to	acquire	Insight	Infrastructure	Pte.	Ltd.,	and	$183.9	million	to	acquire	522	additional	towers.

# Cash	Flows	from	Financing	Activities

For	the	year	ended	December	31,	2010,	cash	provided	by	financing	activities	was	$910.3	million,	as	compared	to	cash	used	for	financing	activities	of approximately	$194.9	million	for	the	year	ended	December	31,	2009.	The	cash	provided	by	financing	activities	during	the	year	ended	December	31,	2010	is	primarily related	to	$1.0	billion	($991.9	million,	net	of	discount,	commissions	and	expenses)	of	proceeds	from	the	issuance	of	the	4.50%	Notes,	$700.0	million	($693.6	million,	net of	discount,	commissions	and	expenses)	of	proceeds	from	the	issuance	of	the	5.05%	Notes,	the	proceeds	from	stock	options	and	SpectraSite,	Inc.	warrants	of	$138.5 million	and	borrowings	under	our	credit	facilities	of	$500.6	million,	partially	offset	by	payments	for	the	repurchase	of	our	Common	Stock	of	$430.6	million,	which consisted	of	$423.0	million	($420.8	million,	including	commissions	and	expenses,	and	a	decrease	in	accrued	treasury	stock	of	$2.2	million)	of	stock	repurchases	under our	Buyback	and	$7.6	million	of	amounts	surrendered	for	the	satisfaction	of	employee	tax	obligations	in	connection	with	the	vesting	of	restricted	stock	units,	and	the repayment	of	notes	payable,	credit	facilities	and	capital	leases	of	$983.7	million.

For	the	year	ended	December	31,	2009,	cash	used	for	financing	activities	was	$194.9	million,	as	compared	to	cash	used	for	financing	activities	of	approximately $388.2	million	for	the	year	ended	December	31,	2008.	The	cash	used	for	financing	activities	during	the	year	ended	December	31,	2009	primarily	related	to	the	tender offer	and	subsequent	redemption	of	the	7.50%	senior	notes	due	2012,	the	redemption	of	the	7.125%	senior	notes	due	2012,	the	repayment	of	credit	facilities	and	capital leases	of	approximately	$931.2	million	and	payments	for	the	repurchase	of	our	Common	Stock	of	$213.3	million,	which	consisted	primarily	of	stock	repurchases	under our	Buyback;	partially	offset	by	$900.0	million	($884.1	million,	net	of	commissions	and	expenses)	of	proceeds	from	the	issuance	of	the	7.25%	senior	notes	due	2019 ("7.25%	Notes")	and	the	4.625%	senior	notes	due	2015	("4.625%	Notes")	and	approximately	$66.0	million	of	proceeds	from	stock	options,	warrants	and	the	employee stock	purchase	plan.

Revolving	Credit	Facility.	As	of	December	31,	2010,	we	had	$300.0	million	outstanding	and	the	ability	to	borrow	approximately	$917.7	million	under	the Revolving	Credit	Facility.	We	continue	to	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	Revolving	Credit	Facility	in	the	ordinary	course.

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	our	and	our	subsidiaries'	working	capital	needs	and	other	general	corporate	purposes	(including,	without	limitation,	to	refinance	or	repurchase	other	indebtedness and,	provided	certain	conditions	are	met,	to	repurchase	our	equity	securities	and	make	other	distributions	to	shareholders,	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.

Senior	Notes	Offerings.	During	the	year	ended	December	31,	2010,	we	completed	registered	public	offerings	of	our	$700.0	million	aggregate	principal	amount	of our	5.05%	Notes	and	$1.0	billion	aggregate	principal	amount	of	our	4.50%	Notes.

The	net	proceeds	from	the	5.05%	Notes	offering	were	approximately	$693.6	million,	after	deducting	commissions	and	expenses.	We	used	$575.0	million	of	the net	proceeds	to	repay	certain	of	our	outstanding	indebtedness	incurred	under	the	Revolving	Credit	Facility,	which,	along	with	cash	on	hand,	was	used	to	finance international	acquisitions.	The	remainder	of	the	net	proceeds	was	used	for	general	corporate	purposes.

The	net	proceeds	from	the	4.50%	Notes	offering	were	approximately	$991.9	million,	after	deducting	commissions	and	expenses.	We	used	a	portion	of	the	net proceeds	to	repay	certain	of	our	outstanding	indebtedness	incurred	under	the	Revolving	Credit	Facility	and	have	used	and	will	use	a	portion	of	the	net	proceeds	to finance	international	acquisitions.	The	remainder	of	the	net	proceeds	was	used	for	general	corporate	purposes.

The	5.05%	Notes	mature	on	September	1,	2020,	and	interest	is	payable	semi-annually	in	arrears	on	March	1	and	September	1	of	each	year,	commencing	on March	1,	2011.	We	may	redeem	the	5.05%	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.	Interest	on	the	notes	will	accrue	from	August	16,	2010	and	will	be	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve 30-day	months.

The	4.50%	Notes	mature	on	January	15,	2018,	and	interest	is	payable	semi-annually	in	arrears	on	January	15	and	July	15	of	each	year,	commencing	on January	15,	2011.	We	may	redeem	the	4.50%	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.	Interest	on	the	notes	will	accrue	from	December	7,	2010	and	will	be	computed	on	the	basis	of	a	360-day	year	comprised	of twelve	30-day	months.

If	we	undergo	a	change	of	control	and	ratings	decline	(in	the	event	that	on	or	within	90	days	after	an	announcement	of	a	change	of	control,	both	of	our	current investment	grade	credit	ratings	cease	to	be	investment	grade),	each	as	defined	in	the	supplemental	indenture	for	the	5.05%	Notes	and	4.50%	Notes,	we	will	be	required to	offer	to	repurchase	all	of	the	5.05%	Notes	and	4.50%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	(including additional	interest,	if	any)	up	to	but	not	including	the	repurchase	date.	The	5.05%	Notes	and	4.50%	Notes	rank	equally	with	all	of	our	other	senior	unsecured	debt	and 41

are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	our	subsidiaries.	Each	supplemental	indenture	contains	certain	covenants that	restrict	our	ability	to	merge,	consolidate	or	sell	assets	and	our	ability	and	our	subsidiaries'	abilities	to	incur	liens.	These	covenants	are	subject	to	a	number	of exceptions,	including	that	we	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	liens	does	not	exceed 3.5x	Adjusted	EBITDA,	as	defined	in	each	supplemental	indenture.

XCEL	Credit	Facility.	At	the	time	of	our	acquisition	of	XCEL	on	May	27,	2009,	a	4.8	billion	Indian	Rupee-denominated	credit	facility	("XCEL	Credit	Facility") was	in	place,	of	which	3.4	billion	Indian	Rupees	(approximately	$77.3	million)	was	outstanding.	In	April	2010,	we	repaid	all	of	the	outstanding	indebtedness	incurred under	the	XCEL	Credit	Facility	and	terminated	the	XCEL	Credit	Facility	upon	repayment.

ETIPL	Debt—At	the	time	of	our	acquisition	of	ETIPL	on	August	6,	2010,	ETIPL	had	in	place	term	loans	principally	denominated	in	Indian	Rupees	in	an	amount equal	to	approximately	6.5	billion	Indian	Rupees	and	a	working	capital	loan	in	an	amount	equal	to	approximately	297.5	million	Indian	Rupees	("ETIPL	Debt") (approximately	$147.8	million).	In	October	2010,	we	repaid	and	terminated	all	of	the	outstanding	ETIPL	Debt.

Colombian	Short-Term	Credit	Facility—In	connection	with	the	purchase	of	the	exclusive	use	rights	for	508	towers	from	Colombia	Telecomunicaciones	S.A. E.S.P.	("Coltel"),	we	entered	into	a	72.8	billion	Colombian	Peso-denominated	revolving	credit	facility	on	September	3,	2010.	On	November	24,	2010,	we	increased	the revolving	credit	facility	by	66.3	billion	Colombian	Pesos.	As	of	December	31,	2010,	we	had	139.1	billion	Colombian	Pesos	(approximately	$72.9	million)	outstanding under	this	credit	facility.	This	initial	credit	facility	matures	on	March	2,	2011	and	the	supplemental	credit	facility	matures	on	May	26,	2011.

Stock	Repurchase	Program.	In	2010,	we	continued	to	repurchase	shares	of	our	Common	Stock	pursuant	to	our	Buyback.	During	the	year	ended	December	31, 2010,	we	repurchased	9.3	million	shares	of	our	Common	Stock	for	an	aggregate	of	$420.8	million,	including	commissions	and	fees,	pursuant	to	the	Buyback.	As	of December	31,	2010,	we	had	repurchased	29.8	million	shares	of	our	Common	Stock	for	an	aggregate	of	$1.2	billion,	including	commissions	and	fees,	pursuant	to	the Buyback.

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.	Purchases	under	the	Buyback	are	subject	to	us	having	available	cash	to	fund	repurchases.	Under	the	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.

Between	January	1,	2011	and	February	11,	2011,	we	repurchased	approximately	1.1	million	shares	of	our	Common	Stock	for	an	aggregate	of	$58.0	million, including	commissions	and	fees,	pursuant	to	the	Buyback.	As	of	February	11,	2011,	we	had	repurchased	a	total	of	30.9	million	shares	of	our	Common	Stock	for	an aggregate	of	$1.2	billion,	including	commissions	and	fees	pursuant	to	the	Buyback.	We	expect	to	continue	to	manage	the	pacing	of	the	remaining	$273.1	million	under the	Buyback	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,	2010,	we	received	an aggregate	of	$138.5	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,	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,	2010	(in	thousands):

| Contractual	Obligations | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through |  |  |  |  |  |  |  |
| Certificates,\tSeries\t2007-1 | $—\t\t\t\t\t $—\t\t\t\t\t $— | $—\t\t\t\t\t $—\t\t\t\t\t $— | $—\t\t\t\t\t $—\t\t\t\t\t $— | $1,750,000 | $—\t\t\t\t\t $— | $—\t\t\t\t\t $— | $1,750,000 |
| Revolving\tCredit\tFacility(1) | — | 300,000 | — | — | — | — | 300,000 |
| Term\tLoan(1) | — | 325,000 | — | — | — | — | 325,000 |
| Colombian\tShort-Term\tCredit\tFacility(2) | 72,889 | — | — | — | — | — | 72,889 |
| 4.50%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 5.05%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| 4.625%\tsenior\tnotes | — | — | — | — | 600,000 | — | 600,000 |
| 7.00%\tsenior\tnotes | — | — | — | — | — | 500,000 | 500,000 |
| 7.25%\tsenior\tnotes | — | — | — | — | — | 300,000 | 300,000 |
| Long-term\tobligations,\texcluding\tcapital\tleases\tand\tother\tnotes |  |  |  |  |  |  |  |
| payable | 72,889 | 625,000 | — | 1,750,000 | 600,000 | 2,500,000 | 5,547,889 |
| Cash\tinterest\texpense(1) | 274,000 | 266,000 | 264,000 | 190,000 | 145,000 | 395,000 | 1,534,000 |
| Capital\tlease\tpayments\t(including\tinterest)\tand\tother\tnotes |  |  |  |  |  |  |  |
| payable | 5,343 | 4,068 | 3,533 | 3,424 | 3,455 | 179,526 | 199,349 |
| Total\tdebt\tservice\tobligations | 352,232 | 895,068 | 267,533 | 1,943,424 | 748,455 | 3,074,531 | 7,281,238 |
| Operating\tlease\tpayments(3) | 257,971 | 254,575 | 251,268 | 246,392 | 238,035 | 2,584,332 | 3,832,573 |
| Other\tlong-term |  |  |  |  |  |  |  |
| liabilities(4)(5) | 434 | 462 | 467 | 471 | 475 | 978,312 | 980,621 |
| Total | $610,637 | $1,150,105 | $519,268 | $2,190,287 | $986,965 | $6,637,175 | $12,094,432 |

(1) We	have	the	option	of	choosing	either	a	defined	base	rate	or	the	London	Interbank	Offered	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,	2010	for	the	Revolving	Credit	Facility	and Term	Loan	was	3.10%.	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	0.25%	through	its	maturity	on	June	8,	2012.

(2) The	Colombian	Short-Term	Credit	Facility	is	denominated	in	Colombian	Pesos	and	was	entered	into	in	connection	with	the	purchase	of	the	exclusive	use	rights for	508	towers	from	Coltel.

(3) Operating	lease	payments	include	payments	to	be	made	under	non-cancellable	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	communications	sites	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	$26.0	million	of	liabilities	for	unrecognized	tax	positions	and	$18.0	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

Redemption	of	ATI	7.25%	Senior	Subordinated	Notes—During	the	year	ended	December	31,	2010,	ATI	issued	a	notice	for	the	redemption	of	the	remaining	$0.3 million	aggregate	principal	amount	of	its	7.25%	senior	subordinated	notes	due	2011	("ATI	7.25%	Notes").	In	accordance	with	the	redemption	provisions	and	the indenture	for	the	ATI	7.25%	Notes,	the	remaining	ATI	7.25%	Notes	were	redeemed	at	a	price	equal	to	100.00%	of	the	principal	amount,	plus	accrued	and	unpaid interest	up	to,	but	excluding,	September	23,	2010,	for	an	aggregate	purchase	price	of	$0.3	million.	Upon	completion	of	this	redemption,	none	of	the	ATI	7.25%	Notes remained	outstanding.

Interest	Rate	Swap	Agreements.	As	of	December	31,	2010,	we	held	12	interest	rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges,	and which	have	an	aggregate	notional	amount	of	$525.0	million,	interest	rates	ranging	from	2.86%	to	3.74%	and	expiration	dates	through	March	2011.	As	of	December	31, 2009,	we	held	13	interest	rate	swaps,	which	had	an	aggregate	notional	amount	of	$625.0	million,	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted interest	payments	under	our	Revolving	Credit	Facility	and	Term	Loan.	During	the	year	ended	December	31,	2010,	one	of	the	contracts	matured.

# 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	operations	as	of	the	end	of	2010	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,	guarantees,	sales	of	assets	and	liens.	The	loan	agreement	also	contains covenants	that	establish	three	financial	tests	with

which	we	and	our	restricted	subsidiaries	must	comply	related	to	total	leverage,	senior	secured	leverage	and	interest	coverage,	as	set	forth	below.	As	of	December	31, 2010,	we	were	in	compliance	with	each	of	these	covenants.

•	 Consolidated	Total	Leverage	Ratio:	This	ratio	requires	that	we	not	exceed	a	ratio	of	Total	Debt	to	Adjusted	EBITDA	(as	defined	in	the	loan	agreement)	of 6.00	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2010,	we	could	incur	approximately	$2.23	billion	of additional	indebtedness	and	still	remain	in	compliance	with	this	ratio.	In	addition,	if	we	maintain	our	existing	debt	levels	and	our	expenses	do	not	change materially	from	current	levels,	our	revenues	could	decrease	by	approximately	$372	million	and	we	would	still	remain	in	compliance	with	this	ratio.

•	 Consolidated	Senior	Secured	Leverage	Ratio:	This	ratio	requires	that	we	not	exceed	a	ratio	of	Senior	Secured	Debt	to	Adjusted	EBITDA	(as	defined	in	the loan	agreement)	of	3.00	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2010,	we	could	incur	approximately	$2.14 billion	of	additional	Senior	Secured	Debt	and	still	remain	in	compliance	with	this	ratio.	In	addition,	if	we	maintain	our	existing	Senior	Secured	Debt	levels and	our	expenses	do	not	change	materially	from	current	levels,	our	revenues	could	decrease	by	approximately	$714	million	and	we	would	still	remain	in compliance	with	this	ratio.

•Interest	Coverage	Ratio:	This	ratio	requires	that	we	maintain	a	ratio	of	Adjusted	EBITDA	(as	defined	in	the	loan	agreement)	to	Interest	Expense	of	not	less than	2.50	to	1.00.	Based	on	our	financial	performance	for	the	twelve	months	ended	December	31,	2010,	our	interest	expense,	which	was	$237	million	for that	period,	could	increase	by	approximately	$285	million	and	we	would	still	remain	in	compliance	with	this	ratio.	In	addition,	if	our	interest	expense	does not	change	materially	from	current	levels,	our	revenues	could	decrease	by	approximately	$713	million	and	we	would	still	remain	in	compliance	with	this ratio.

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	provide	the	required	information	on	a	timely	basis,	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.	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	during	the	next	twelve	months	will	be	sufficient	to	comply	with	these	covenants.

Restrictions	Under	Loan	Agreement	Relating	to	Securitization.	The	loan	agreement	related	to	the	Securitization	involved	assets	related	to	5,295	broadcast	and wireless	communications	towers	owned	by	two	special	purpose	subsidiaries	of	the	Company	(the	"Borrowers"),	through	a	private	offering	of	$1.75	billion	of Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	(the	"Certificates").	The	Securitization	loan	agreement	includes	certain	financial	ratios	and	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	Borrowers'	organizational	documents	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	Securitization	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	Securitization

loan	agreement	and	other	agreements	related	to	the	towers	subject	to	the	Securitization,	and	allow	the	trustee	reasonable	access	to	the	towers,	including	the	right	to conduct	site	investigations.

Under	the	terms	of	the	Securitization	loan	agreement,	the	loan	will	be	paid	solely	from	the	cash	flows	generated	by	the	towers	subject	to	the	Securitization,	which must	be	deposited,	and	thereafter	distributed,	solely	pursuant	to	the	terms	of	the	Securitization	loan.	The	Borrowers	are	required	to	make	monthly	payments	of	interest	on the	Securitization	loan.	On	a	monthly	basis,	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	Securitization	loan,	referred	to	as	excess	cash	flow,	is	to	be	released	to	the Borrowers	for	distribution	to	us.	During	the	year	ended	December	31,	2010,	the	Borrowers	distributed	excess	cash	to	us	of	approximately	$444.0	million.

In	order	to	distribute	this	excess	cash	flow	to	us,	the	Borrowers	must	maintain	several	specified	ratios	with	respect	to	their	debt	service	coverage	("DSCR").	For this	purpose,	DSCR	is	tested	as	of	the	last	day	of	each	calendar	quarter	and	is	generally	defined	as	four	times	the	Borrowers'	net	cash	flow	for	that	quarter	divided	by	the amount	of	interest,	servicing	fees	and	trustee	fees	that	the	Borrowers	must	pay	over	the	succeeding	twelve	months	on	the	Securitization	loan.	Pursuant	to	one	such	test,	if the	DSCR	as	of	the	end	of	any	calendar	quarter	were:

•1.30x	or	less,	during	the	five-year	period	commencing	on	the	closing	date	of	the	Securitization	in	May	2007,	or

then	all	excess	cash	flow	would	be	placed	in	a	reserve	account	and	would	not	be	released	to	the	Borrowers	for	distribution	to	us	until	the	DSCR	exceeded	the	Cash	Trap DSCR	for	two	consecutive	calendar	quarters.

Additionally,	while	principal	payments	generally	are	not	due	with	respect	to	any	component	of	the	Securitization	loan	until	April	2014,	excess	cash	flow	would	be applied	to	principal	during	an	"Amortization	Period"	under	the	Securitization	loan	until	April	2014.	An	"Amortization	Period"	would	commence	under	the Securitization	loan	if	the	DSCR	as	of	the	end	of	any	calendar	quarter	fell	below:

•1.15x,	during	the	five-year	period	commencing	on	the	closing	date	of	the	Securitization	in	May	2007,	or

In	such	a	case,	all	excess	cash	flow	and	any	amounts	then	in	the	reserve	account	because	the	Cash	Trap	DSCR	was	not	met	would	be	applied	to	pay	principal	of the	Securitization	loan	on	each	monthly	payment	date	until	the	DSCR	exceeded	the	Minimum	DSCR	for	two	consecutive	calendar	quarters,	and	so	would	not	be available	for	distribution	to	us.

Consequently,	a	failure	to	comply	with	the	covenants	in	the	Securitization	loan	agreement	could	prevent	the	Borrowers	from	taking	certain	actions	with	respect	to the	towers.	Additionally,	a	failure	to	meet	the	noted	DSCR	tests	could	prevent	the	Borrowers	from	distributing	excess	cash	flow	to	us,	which	could	affect	our	ability	to fund	our	discretionary	expenditures,	including	tower	construction	and	acquisitions,	and	our	stock	repurchase	program.	In	addition,	if	the	Borrowers	were	to	default	on the	loan	related	to	the	Securitization,	the	trustee	could	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	the	towers	subject	to	the	Securitization,	in	which case	we	could	lose	the	towers	and	the	revenue	associated	with	the	towers.

As	of	December	31,	2010,	the	Borrowers'	DSCR	was	3.34x.	Based	on	the	Borrowers'	net	cash	flow	for	the	calendar	quarter	ended	December	31,	2010	and	the amount	of	interest,	servicing	fees	and	trustee	fees	payable	over	the	succeeding	twelve	months	on	the	Securitization	loan,	the	Borrowers	could	endure	a	reduction	of approximately	$201.0	million	in	net	cash	flow	before	triggering	a	Cash	Trap	DSCR,	and	approximately	$215.8	million	in	net	cash	flow	before	triggering	an Amortization	Period.

As	discussed	above,	we	use	our	available	liquidity	and	seek	new	sources	of	liquidity	to	refinance	and	repurchase	our	outstanding	indebtedness.	In	addition,	in order	to	fund	future	growth	and	expansion	initiatives	and	fund	our	stock	repurchase	program,	we	may	need	to	raise	additional	capital	through	financing	activities.	If	we determined	that	it	is	desirable	or	necessary	to	raise	additional	capital,	we	may	be	unable	to	do	so,	or	such	additional	financing	may	be	prohibitively	expensive	or restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise	capital	when	our	needs	arise,	we	may	not	be	able	to	fund	future	growth	expansion initiatives,	refinance	our	existing	indebtedness	or	fund	our	stock	repurchase	program.

In	addition,	our	liquidity	depends	on	our	ability	to	generate	cash	flow	from	operating	activities.	As	set	forth	under	the	caption	"Risk	Factors"	in	Part	I,	Item	1A	of this	Annual	Report	on	Form	10-K,	we	derive	a	substantial	portion	of	our	revenues	from	a	small	number	of	customers	and,	consequently,	a	failure	by	a	significant customer	to	perform	its	contractual	obligations	to	us	could	adversely	affect	our	cash	flow	and	liquidity.

# Critical	Accounting	Policies	and	Estimates

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	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	impairment	of	assets	(including	goodwill),	asset	retirement	obligations,	acquisitions,	revenue recognition,	rent	expense,	stock-based	compensation	and	income	taxes.	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,	2010.	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	in	the	United	States,	with	no	need	for management's	judgment	in	its	application.	There	are	also	areas	in	which	management's	judgment	in	selecting	any	available	alternative	would	not	produce	a	materially different	result.

•Impairment	of	Assets—Assets	Subject	to	Depreciation	and	Amortization:	We	review	long-lived	assets,	including	intangibles,	for	impairment	at	least annually	or	whenever	events,	changes	in	circumstances	or	other	indicators	or	evidence	indicate	that	the	carrying	amount	of	our	assets	may	not	be recoverable.	We	review	our	tower	portfolio	and	network	location	intangible	assets	for	indications	of	impairment	on	an	individual	tower	basis,	which primarily	result	from	a	tower	not	having	current	tenant	leases	or	from	having	expenses	in	excess	of	revenues.	A	cashflow	modeling	approach	is	utilized	to assess	recoverability	and	incorporates,	among	other	items,	the	tower	location,	the	tower	location	demographics,	the	timing	of	additions	of	new	tenants, lease	rates	and	estimated	length	of	tenancy.	To	the	extent	that	cash	flows	generated	under	this	approach	are	not	sufficient	to	recover	the	carrying	value	of the	towers,	the	towers	and	network	location	intangible	assets	are	impaired.

We	monitor	our	customer	related	intangible	assets	on	a	customer	by	customer	basis	for	indications	of	impairment,	such	as	high	levels	of	turnover	or attrition,	non-renewal	of	a	significant	number	of	contracts,	or	the	cancellation	or	termination	of	a	relationship.	We	assess	recoverability	by	determining whether	the	net	book	value	of	the	customer	related	intangible	assets	will	be	recovered	through	projected	undiscounted	cash	flows.	If	we	determine	that	the carrying	value	of	the	customer	related	intangible	asset	may	not	be	recoverable,	we	measure	any	impairment	based	on	the	fair	value	of	the

asset	as	determined	by	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset,	as	compared	to	the	asset's	carrying	value.	We	record	any related	impairment	charge	in	the	period	in	which	we	identify	such	impairment.

•Impairment	of	Assets—Goodwill—Assets	Not	Subject	to	Amortization:	We	review	goodwill	and	intangible	assets	with	indefinite	lives	for	impairment	at least	annually	(as	of	December	31)	or	whenever	events	or	circumstances	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.	As	a	result	of	our recent	expansion	into	international	markets	and	changes	to	our	organization	structure,	we	have	concluded	that	our	rental	and	management	operations	are comprised	of	two	reportable	segments:	domestic	rental	and	management	and	international	rental	and	management.	Although	our	reportable	segments	have changed,	there	has	been	no	change	to	the	reporting	units	(which	are	at	a	level	below	that	of	our	reportable	segments)	used	for	testing	goodwill.

All	of	our	goodwill	is	recorded	in	our	domestic	and	international	rental	and	management	segments.	We	utilize	the	two	step	impairment	test	when testing	goodwill	for	impairment.	When	conducting	this	test,	we	employ	a	discounted	cash	flow	analysis,	corroborated	by	a	peer	group	and	market	valuation analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating	performance,	terminal	sales	growth	rate, management's	expectations	of	future	operating	results,	the	current	weighted	average	cost	of	capital,	and	a	current	tax	rate.	Under	the	first	step	of	this	test, we	compare	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future	discounted	cash	flows,	to	the	carrying	value	of	the applicable	reporting	unit.	If	the	carrying	value	exceeds	the	fair	value,	we	conduct	the	second	step	of	this	test,	in	which	the	implied	fair	value	of	the applicable	reporting	unit's	goodwill	is	compared	to	the	carrying	amount	of	that	goodwill.	If	the	carrying	amount	of	goodwill	exceeds	its	implied	fair	value, an	impairment	loss	would	be	recognized.

During	the	year	ended	December	31,	2010,	no	impairment	was	determined	under	the	first	step	of	the	test,	as	the	fair	value	of	the	respective	reporting units	is	substantially	in	excess	of	their	carrying	values.	We	performed	a	sensitivity	analysis	on	our	significant	assumptions	and	determined	that	none	of	the following	negative	changes	in	our	assumptions	individually,	which	we	determined	to	be	reasonable,	would	impact	our	conclusions:

•	 Domestic	rental	and	management	reporting	unit:	A	15%	reduction	in	projected	net	income,	or	200	basis	point	increase	in	the	weighted	average	cost of	capital,	or	a	15%	reduction	in	terminal	sales	growth	rate.

•International	rental	and	management	reporting	units:	A	3%	reduction	in	projected	net	income,	or	60	basis	point	increase	in	the	weighted	average cost	of	capital,	or	a	12%	reduction	in	terminal	sales	growth	rate.

•Asset	Retirement	Obligations:	We	recognize	asset	retirement	obligations	associated	with	our	legal	obligation	to	retire	tangible	long-lived	assets	and	the related	asset	retirement	costs,	which	are	principally	obligations	to	remediate	leased	land	on	which	certain	of	our	tower	assets	are	located,	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,	2010	and	2009,	we	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation, which	resulted	in	a	net	increase	in	the	estimated	obligation	of	$3.3	million	and	a	net	decrease	in	the	estimated	obligation	of	$2.2	million,	respectively.	The increase	in	2010	primarily	resulted	from	changes	in	timing	of	certain	settlement	date	and	cost	assumptions.	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.

•Acquisitions:	For	those	acquisitions	that	meet	the	criteria	of	a	business	combination,	we	allocate	the	purchase	price	to	the	assets	acquired	and	the	liabilities assumed,	including	any	contingent	consideration,	at	their	estimated	fair	values	as	of	the	date	of	the	acquisition	with	any	excess	of	the	purchase	price	paid over	the	estimated	fair	value	of	net	assets	acquired	recorded	as	goodwill.	For	those	acquisitions	that	do	not	meet	the	criteria	of	a	business	combination,	we first	allocate	the	purchase	price	to	property	and	equipment	for	the	fair	value	of	the	towers	and	to	identifiable	intangible	assets	(primarily	acquired	customer base	and	network	location	intangibles).	The	fair	value	of	the	assets	acquired	and	liabilities	assumed	is	typically	determined	by	using	either	estimates	of replacement	costs	or	discounted	cash	flow	valuation	methods.	When	determining	the	fair	value	of	tangible	assets	acquired,	we	must	estimate	the	cost	to replace	the	asset	with	a	new	asset	taking	into	consideration	such	factors	as	age,	condition	and	the	economic	useful	life	of	the	asset.	When	determining	the fair	value	of	intangible	assets	acquired,	we	must	estimate	the	applicable	discount	rate	and	the	timing	and	amount	of	future	customer	cash	flows,	including rate	and	terms	of	renewal	and	attrition.	The	determination	of	the	final	purchase	price	and	allocation	may	extend	over	more	than	one	period	and	result	in adjustments	to	the	preliminary	estimate	recognized.

•Revenue	Recognition:	Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned	and	when collectability	is	reasonably	assured,	regardless	of	whether	the	payments	from	the	customer	are	received	in	equal	monthly	amounts.	Fixed	escalation	clauses present	in	non-cancellable	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	fixed,	non-cancellable	terms	of	the	applicable	leases.	Total	rental and	management	straight-line	revenues	for	the	years	ended	December	31,	2010,	2009	and	2008	approximated	$105.2	million,	$36.3	million	and	$50.4 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.

We	derive	the	largest	portion	of	our	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	customers in	the	telecommunications	industry,	and	approximately	59%	of	our	revenues	are	derived	from	four	customers	in	the	industry.	In	addition,	we	have concentrations	of	credit	risk	in	certain	geographic	areas.	We	mitigate	the	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively monitoring	the	credit	worthiness	of	our	borrowers	and	customers.	In	recognizing	customer	revenue	we	must	assess	the	collectability	of	both	the	amounts billed	and	the	portion	recognized	on	a	straight-line	basis.	This	assessment	takes	customer	credit	risk	and	business	and	industry	conditions	into	consideration to	ultimately	determine	the	collectability	of	the	amounts	billed.	To	the	extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible, recognition	is	deferred	until	such	point	as	the	uncertainty	is	resolved.	Any	amounts	which	were	previously	recognized	as	revenue	and	subsequently determined	to	be	uncollectible	are	charged	to	bad	debt	expense.	Accounts	receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to estimated	losses	resulting	from	a	customer's	inability	to	make	required	payments	and	reserves	for	amounts	invoiced	whose	collectability	is	not	reasonably assured.

•Rent	Expense:	Many	of	the	leases	underlying	our	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	over	time.	We	calculate	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancellable	term	of	the	underlying	ground	lease plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	us

such	that	renewal	appears,	at	the	inception	of	the	lease,	to	be	reasonably	assured.	Certain	of	our	tenant	leases	require	us	to	exercise	available	renewal options	pursuant	to	the	underlying	ground	lease,	if	the	tenant	exercises	its	renewal	option.	For	towers	with	these	types	of	tenant	leases	at	the	inception	of the	ground	lease,	we	calculate	our	straight-line	ground	rent	over	the	term	of	the	ground	lease,	including	all	renewal	options	required	to	fulfill	the	tenant lease	obligation.	In	addition	to	the	straight-line	ground	rent	expense	recorded,	we	also	record	an	associated	straight-line	rent	liability	in	other	long-term liabilities	in	the	accompanying	consolidated	balance	sheets.	Leases	may	contain	complex	terms	that	often	are	subject	to	interpretation.

•Stock-Based	Compensation:	We	measure	stock-based	compensation	cost	at	the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	the fair	value	is	recognized	as	an	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	not	fully	vest	and	be	forfeited.	The	fair	value	of	a	stock	option	is	determined	using	a	Black- Scholes	option-pricing	model	that	takes	into	account	a	number	of	assumptions	at	the	accounting	measurement	date	including	the	stock	price,	the	exercise price,	the	expected	life	of	the	option,	the	volatility	of	the	underlying	stock,	expected	dividends,	and	the	risk-free	interest	rate	over	the	expected	life	of	the option.	These	assumptions	are	highly	subjective	and	could	significantly	impact	the	value	of	the	option	and	hence	the	compensation	expense.	The	fair	value of	restricted	stock	units	is	based	on	the	fair	value	of	our	Common	Stock	on	the	grant	date.

•Income	Taxes:	Accounting	for	income	taxes	requires	us	to	estimate	the	timing	and	impact	of	amounts	recorded	in	our	financial	statements	that	may	be recognized	differently	for	tax	purposes.	To	the	extent	that	the	timing	of	amounts	recognized	for	book	purposes	differs	from	the	timing	of	recognition	for	tax purposes	deferred	tax	assets	or	liabilities	are	required	to	be	recorded.	Deferred	tax	assets	and	liabilities	are	measured	based	on	the	rate	at	which	we	expect these	items	to	be	reflected	in	our	tax	returns,	which	may	differ	from	the	current	rate.

We	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,	2010,	we	have	provided	a	valuation	allowance	of	approximately	$48.2 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	$0.3	billion	and	$0.4	billion	in	federal	and	state	taxable	income,	respectively,	from	January	1,	2011	to December	31,	2030.	If	we	are	unable	to	generate	sufficient	taxable	income	in	the	future,	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.

We	recognize	the	benefit	of	uncertain	tax	positions	when,	in	management's	judgment,	it	is	more	likely	than	not	that	positions	we	have	taken	in	our tax	returns	will	be	sustained	upon	examination,

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

We	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	$3.0 million.	As	of	December	31,	2010,	we	have	classified	approximately	$26.0	million	as	other	long-term	liabilities	in	the	consolidated	balance	sheet.	We	also classified	approximately	$18.0	million	of	accrued	income	tax-related	interest	and	penalties	as	other	long-term	liabilities	in	the	consolidated	balance	sheet	as of	December	31,	2010.

The	calculation	of	our	tax	liabilities	involves	dealing	with	uncertainties	in	the	application	of	complex	tax	laws,	regulations	and	administrative practices	in	a	multitude	of	jurisdictions	across	our	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,	2010.

# Accounting	Standards	Updates

In	October	2009,	the	FASB	issued	new	guidance	which	establishes	accounting	and	reporting	guidance	for	arrangements	including	multiple	revenue-generating activities.	This	guidance	allows	companies	to	allocate	the	overall	consideration	to	each	deliverable	under	the	arrangement	using	the	estimated	selling	prices	in	the absence	of	vendor	specific	objective	evidence	or	third-party	evidence	of	selling	price	for	deliverables.	This	guidance	is	effective	for	any	contracts	entered	into,	or materially	modified	after	January	1,	2011.	We	do	not	anticipate	this	update	will	have	a	material	impact	on	our	consolidated	results	of	operations	and	financial	position.

# 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.	As	of	December	31,	2010,	we	held	12	interest	rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges, and	which	have	an	aggregate	notional	amount	of	$525.0	million,	interest	rates	ranging	from	2.86%	to	3.74%	and	expiration	dates	through	March	2011.	In	addition,	in May	2009,	we	entered	into	a	foreign	currency	exchange	contract	to	hedge	the	foreign	currency	exposure	associated	with	our	acquisition	of	XCEL.	This	foreign	currency exchange	contract	was	not	designated	as	a	hedging	instrument	and	was	settled	upon	the	completion	of	the	acquisition	of	XCEL	on	May	27,	2009.	The	settlement	resulted in	a	gain	of	approximately	$1.7	million,	which	is	reflected	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2009.

During	the	year	ended	December	31,	2010,	ATI	redeemed	approximately	$0.3	million	principal	amount	of	the	ATI	7.25%	Notes	and	we	repaid	$59.7	million	of the	5.0%	convertible	notes	due	2010	and	the	outstanding	balance	of	the	XCEL	Credit	Facility	(approximately	$77.3	million).	In	addition,	in	August	and	December	of 2010,	we	completed	registered	public	offerings	of	$700.0	million	aggregate	principal	amount	of	our	5.05%	senior	notes	due	2020	("5.05%	Notes")	and	$1.0	billion aggregate	principal	amount	of	our	4.50%	senior	notes	due	2018	("4.50%	Notes").	As	of	December	31,	2010,	$300.0	million	was	outstanding	under	the	Revolving	Credit Facility	and	the	Term	Loan	was	fully	drawn.

The	following	tables	provide	information	as	of	December	31,	2010	and	2009	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 | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $ 74,896 | $884 | $618 | $1,750,479 | $ 600,489 | $2,541,858 | $4,969,224 | $5,181,720 |
| Average\tInterest\tRate(a) | 6.23% | 3.83% | 7.57% | 5.61% | 4.63% | 5.54% |  |  |
| Variable\tRate\tDebt(a) |  | $ 625,000 |  |  |  |  | $625,000 | $618,750 |

# Aggregate	Notional	Amounts	Associated	with	Interest	Rate	Swaps	in	Place

# As	of	December	31,	2010	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates (In	thousands,	except	percentages)

| Interest	Rate	SWAPS | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Notional\tAmount | $525,000(c) |  |  |  |  |  | $525,000 | $(3,311) |
| Fixed\tRate(d) | 3.11% |  |  |  |  |  |  |  |

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

| Long-Term	Debt | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $70,521 | $16,232 | $13,004 | $12,891 | $1,762,943 | $1,466,743 | $3,342,334 | $3,483,364 |
| Average\tInterest\tRate(a) | 6.08% | 12.32%(f) | 12.64%(f) | 12.70%(f) | 5.66% | 6.18% |  |  |
| Variable\tRate\tDebt(a) |  |  | $875,000 |  |  |  | $875,000 | $861,875 |

# As	of	December	31,	2009	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates

| Interest	Rate	SWAPS | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Notional\tAmount | $100,000(b) |  |  |  |  |  | $100,000 | $(3,535) |
| Fixed\tRate(d) | 4.08% |  |  |  |  |  |  |  |
| Notational\tAmount |  | $525,000(c) |  |  |  |  | $525,000 | $(15,317) |
| Fixed\tRate(d) |  | 3.11% |  |  |  |  |  |  |

(a) As	of	December	31,	2010,	variable	rate	debt	consisted	of	our	Revolving	Credit	Facility	($300.0	million	drawn)	and	Term	Loan	($325.0	million)	included	above	based	on	the	June	8,	2012	maturity	date.	As	of December	31,	2010,	fixed	rate	debt	consisted	of:	the	Certificates	issued	in	the	Securitization	($1.75	billion):	the	7.25%	senior	notes	due	2019	($300.0	million	principal	amount	due	at	maturity,	the	balance	as	of December	31,	2010	was	$295.4	million);	the	7.00%	senior	notes	due	2017	($500.0	million);	the	4.625%	senior	notes	due	2015	($600.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31, 2010	was	$599.3	million);	the	5.05%	Notes	($700.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2010	was	$699.2	million);	the	4.50%	Notes	($1.0	billion	principal	amount	due	at maturity,	the	balance	as	of	December	31,	2010	was	$999.2	million);	and	other	debt	of	$119.2	million	(including	the	Colombian	Short-Term	Credit	Facility).	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,	2010	for	the	Revolving	Credit	Facility	and	Term	Loan	was	3.10%.	For	the	year	ended	December	31,	2010,	the	weighted	average	interest	rate	under	the	Revolving	Credit Facility	and	Term	Loan	was	3.12%.

As	of	December	31,	2009,	variable	rate	debt	consists	of	our	Revolving	Credit	Facility	($550.0	million	drawn)	and	Term	Loan	($325.0	million)	included	above	based	on	the	June	8,	2012	maturity	date.	As	of December	31,	2009,	fixed	rate	debt	consists	of:	the	Certificates	($1.75	billion);	the	5.0%	convertible	notes	due	2010	("5.0%	Notes")	($59.7	million)	(the	5.0%	Notes	matured	on	February	15,	2010,	and	were	repaid using	cash	on	hand);	the	7.25%	Notes	($300.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2009	is	$295.0	million);	ATI	7.25%	Notes	($0.3	million);	the	7.00%	senior	notes	due	2017 (the	"7.00%	Notes")	($500.0	million);	the	XCEL	Credit	Facility	($73.4	million);	the	4.625%	Notes	($600.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2009	is	$599.2	million);	and other	debt	of	$59.0	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,	2009	for	the	Revolving	Credit	Facility	and	Term	Loan	was	2.84%.	For	the	year	ended December	31,	2009,	the	weighted	average	interest	rate	under	the	Revolving	Credit	Facility	and	Term	Loan	was	3.63%.

(b) Includes	notional	amounts	of	$100.0	million	that	expired	in	December	2010.

(c) Includes	notional	amounts	of	$525.0	million	that	expire	between	January	and	March	2011.

(d) 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,	2010,	after	giving	effect	to	our interest	rate	swap	agreements,	was	comprised	of	$50.0	million	under	the	Revolving	Credit	Facility	and	$50.0	under	the	Term	Loan.	A	10%	increase,	or	31	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	$0.3	million	for	the	year	ended December	31,	2010.

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	primarily	in	connection	with	our	foreign	subsidiaries.	Any	transaction denominated	in	a	currency	other	than	the	U.S.	Dollar	is	reported	in	U.S.	Dollars	at	the	applicable	exchange	rate.	All	assets	and	liabilities	are	translated	into	U.S.	Dollars at	exchange	rates	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period	and	all	revenues	and	expenses	are	translated	at	average	rates	for	the	period.	The	cumulative translation	effect	is	included	in	stockholders'	equity	and	as	a	component	of	comprehensive	income.

For	the	year	ended	December	31,	2010,	approximately	19%	of	our	total	revenues	and	approximately	24%	of	our	operating	expenses	were	denominated	in	foreign currencies,	as	compared	to	15%	and	19%	respectively,	during	the	same	period	in	2009.

We	have	performed	a	sensitivity	analysis	assuming	a	hypothetical	10%	adverse	movement	in	foreign	currency	exchange	rates	from	the	quoted	foreign	currency exchange	rates	at	December	31,	2010.	As	of	December	31,	2010,	the	analysis	indicated	that	such	an	adverse	movement	would	not	have	a	material	effect	on	our	revenue, operating	results	or	cash	flows.

# 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,	2010	and	designed	to	ensure	that	the	information	required	to	be	disclosed	in	our	reports	filed	or	submitted	under	the	Exchange	Act	is recorded,	processed,	summarized	and	reported	within	the	requisite	time	periods	specified	in	the	applicable	rules	and	forms,	and	that	it	is	accumulated	and	communicated to	our	management,	including	our	principal	executive	officer	and	principal	financial	officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosure.

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

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

Our	management	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2010.	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,	2010,	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

# American	Tower	Corporation	Boston,

# Massachusetts

We	have	audited	the	internal	control	over	financial	reporting	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2010,	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,	2010,	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,	2010,	and	our	report	dated	February	28,	2011,	expressed	an	unqualified	opinion	on	those	financial statements.

/s/	DELOITTE	&	TOUCHE	LLP

Boston,	Massachusetts February	28,	2011

# Changes	in	Internal	Control	over	Financial	Reporting

There	have	been	no	changes	in	our	internal	control	over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Securities	Exchange	Act	of	1934)	during	the fiscal	quarter	ended	December	31,	2010	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	28,	2011	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,	and	prior	to	that,	a	United	States	Air	Force	officer	and	pilot. 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.

Thomas	A.	Bartlett	is	our	Executive	Vice	President	and	Chief	Financial	Officer.	Mr.	Bartlett	joined	us	in	April	2009.	Prior	to	joining	us,	Mr.	Bartlett	served	as Senior	Vice	President	and	Corporate	Controller	with	Verizon	Communications	Inc.	since	November	2005.	In	this	role,	he	was	responsible	for	corporate-wide accounting,	tax	planning	and	compliance,	SEC	financial	reporting,	budget	reporting	and	analysis,	and	capital	expenditures	planning	functions.	Mr.	Bartlett	previously held	the	roles	of	Senior	Vice	President	and	Treasurer,	as	well	as	Senior	Vice	President	in	Investor	Relations.	During	his	25	year	career	with	Verizon	Communications and	its	predecessor	companies	and	affiliates,	he	served	in	numerous	operations	and	business	development	roles,	including	as	the	President	and	Chief	Executive	Officer of	Bell	Atlantic	International	Wireless	from	1995	through	2000,	where	he	was	responsible	for	wireless	activities	in	North	America,	Latin	America,	Europe	and	Asia,	and was	also	an	area	President	in	Verizon's	U.S.	wireless	business	responsible	for	all	operational	aspects	in	both	the	Northeast	and	Mid-Atlantic	states.	Mr.	Bartlett	began	his career	at	Deloitte,	Haskins	&	Sells.	Mr.	Bartlett	earned	his	M.B.A.	degree	from	Rutgers	University	and	a	Bachelor	of	Science	in	Engineering	from	Lehigh	University, and	became	a	Certified	Public	Accountant.

Edmund	DiSanto	is	our	Executive	Vice	President,	Chief	Administrative	Officer	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	and	EMEA.	Mr.	Hess	joined	us	in	March	2001	as	Chief Financial	Officer	of	American	Tower	International	and

was	appointed	Executive	Vice	President	in	June	2001.	Mr.	Hess	was	appointed	Executive	Vice	President,	General	Counsel	in	September	2002,	and	in	February	2007, Mr.	Hess	was	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.	In	March	2009,	Mr.	Hess	also	became	responsible	for	the	Europe,	Middle	East	and	Africa	(EMEA)	territory.	Prior	to joining	us,	Mr.	Hess	had	been	a	partner	in	the	corporate	and	finance	practice	group	of	the	law	firm	of	King	&	Spalding	LLP,	which	he	joined	in	1990.	Prior	to	attending law	school,	Mr.	Hess	practiced	as	a	Certified	Public	Accountant	with	Arthur	Young	&	Co.	Mr.	Hess	received	his	J.D.	degree	from	Vanderbilt	University	School	of	Law and	is	a	graduate	of	Harding	University.

Mark	F.A.	Kearns	is	our	Treasurer	and	Vice	President,	International	Finance.	Mr.	Kearns	joined	us	in	February	2010,	and	was	named	our	Treasurer	in	October 2010.	Prior	to	joining	us,	Mr.	Kearns	served	in	numerous	finance	and	accounting	roles,	both	domestically	and	abroad,	during	his	16	year	career	at	Verizon Communications,	Inc.,	most	recently	serving	as	a	Vice	President,	Finance	for	Verizon	Telecom.	Mr.	Kearns	previously	held	the	role	of	Vice	President	and	Chief Financial	Officer	–	International	for	Verizon	Business.	Prior	to	joining	Verizon,	Mr.	Kearns	was	a	Manager,	General	Audit	and	Auditing	Services,	with	Price Waterhouse.	Mr.	Kearns	earned	a	Bachelor	of	Science	in	Accounting	and	a	Bachelor	of	Arts	in	Economics	from	the	University	of	Maryland,	and	is	also	a	Certified Public	Accountant.

Steven	C.	Marshall	is	our	Executive	Vice	President	and	President,	U.S.	Tower	Division.	Mr.	Marshall	served	as	our	Executive	Vice	President,	International Business	Development	from	November	2007	through	March	2009,	at	which	time	he	was	appointed	our	Executive	Vice	President	and	President,	U.S.	Tower	Division. 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.	In	October	2010,	Mr.	Marshall	was	appointed	a	director	of	PCIA-The	Wireless Infrastructure	Association.	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.

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

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

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

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

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

# PART	IV

# ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

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

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

2.	Financial	Statement	Schedules.	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	28th	day	of	February,	2011.

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\t28,\t2011 |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /S/\t\t\t\tTHOMAS\tA.\tBARTLETT | Executive\tVice\tPresident\tand\tChief\tFinancial\tOfficer | February\t28,\t2011 |
| Thomas\tA.\tBartlett | (Principal\tFinancial\tOfficer) |  |
| /S/\t\t\t\tROBERT\tJ.\tMEYER,\tJR. | Senior\tVice\tPresident,\tFinance\tand\tCorporate\tController | February\t28,\t2011 |
| Robert\tJ.\tMeyer,\tJr. | (Principal\tAccounting\tOfficer) |  |
| /S/\t\t\t\tRAYMOND\tP.\tDOLAN | Director | February\t28,\t2011 |
| Raymond\tP.\tDolan |  |  |
| /S/\t\t\t\tRONALD\tM.\tDYKES | Director | February\t28,\t2011 |
| Ronald\tM.\tDykes |  |  |
| /S/\t\t\t\tCAROLYN\tF.\tKATZ | Director | February\t28,\t2011 |
| Carolyn\tF.\tKatz |  |  |
| /S/\t\t\t\tGUSTAVO\tLARA\tCANTU | Director | February\t28,\t2011 |
| Gustavo\tLara\tCantu |  |  |
| /S/\t\t\t\tJOANN\tA.\tREED | Director | February\t28,\t2011 |
| JoAnn\tA.\tReed |  |  |
| /S/\t\t\t\tPAMELA\tD.\tA.\tREEVE | Director | February\t28,\t2011 |
| Pamela\tD.\tA.\tReeve |  |  |
| /S/\t\t\t\tDAVID\tE.\tSHARBUTT | Director | February\t28,\t2011 |

# AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# Boston,	Massachusetts

We	have	audited	the	accompanying	consolidated	balance	sheets	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2010	and 2009,	and	the	related	consolidated	statements	of	operations,	stockholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2010.	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,	2010	and 2009,	and	the	results	of	its	operations	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2010	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.

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,	2010,	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	28,	2011	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial reporting.

# CONSOLIDATED	BALANCE	SHEETS

# (in	thousands,	except	share	data)

|  | December	31,<br>2010 | December	31,<br>2009 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $883,963 | $247,293 |
| Restricted\tcash | 75,972 | 47,836 |
| Short-term\tinvestments\tand\tavailable-for-sale\tsecurities | 46,428 | 9,776 |
| Accounts\treceivable,\tnet | 80,961 | 67,949 |
| Prepaid\tand\tother\tcurrent\tassets | 147,843 | 92,791 |
| Deferred\tincome\ttaxes | 169,007 | 189,451 |
| Total\tcurrent\tassets | 1,404,174 | 655,096 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 3,623,835 | 3,169,623 |
| GOODWILL | 2,490,295 | 2,250,538 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 1,985,352 | 1,594,625 |
| DEFERRED\tINCOME\tTAXES | 78,484 | 198,185 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tLONG-TERM\tASSETS | 785,874 | 651,864 |
| TOTAL | $10,368,014 | $8,519,931 |
| LIABILITIES\tAND\tSTOCKHOLDERS'\tEQUITY |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable\tand\taccrued\texpenses | $292,543 | $185,138 |
| Accrued\tinterest | 40,621 | 23,538 |
| Current\tportion\tof\tlong-term\tobligations | 74,896 | 70,521 |
| Unearned\trevenue | 134,135 | 112,047 |
| Total\tcurrent\tliabilities | 542,195 | 391,244 |
| LONG-TERM\tOBLIGATIONS | 5,512,492 | 4,141,060 |
| OTHER\tLONG-TERM\tLIABILITIES | 808,769 | 669,502 |
| Total\tliabilities | 6,863,456 | 5,201,806 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| STOCKHOLDERS'\tEQUITY: |  |  |
| 398,677,234\tand\t401,596,984\tshares\toutstanding,\trespectively | 4,860 | 4,797 |
| Additional\tpaid-in\tcapital | 8,577,093 | 8,393,643 |
| Accumulated\tdeficit | (1,736,596) | (2,109,532) |
| Accumulated\tother\tcomprehensive\tincome\t(loss) | 38,053 | (12,649) |
| Treasury\tstock\t(87,379,718\tand\t78,106,649\tshares\tat\tcost,\trespectively) | (3,381,966) | (2,961,177) |
| Total\tAmerican\tTower\tCorporation\tstockholders'\tequity | 3,501,444 | 3,315,082 |
| Noncontrolling\tinterest | 3,114 | 3,043 |
| Total\tstockholders'\tequity | 3,504,558 | 3,318,125 |
| TOTAL | $10,368,014 | $8,519,931 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (in	thousands,	except	per	share	data)

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Rental\tand\tmanagement | $1,936,373 | $1,668,420 | $1,547,035 |
| Network\tdevelopment\tservices | 48,962 | 55,694 | 46,469 |
| Total\toperating\trevenues | 1,985,335 | 1,724,114 | 1,593,504 |
| OPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |
| Rental\tand\tmanagement | 447,629 | 383,990 | 363,024 |
| Network\tdevelopment\tservices | 26,957 | 32,385 | 26,831 |
| Depreciation,\tamortization\tand\taccretion | 460,726 | 414,619 | 405,332 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\tof\t$52,555,\t$60,670,\tand\t$54,807, |  |  |  |
| respectively) | 229,769 | 201,694 | 180,374 |
| Other\toperating\texpenses | 35,876 | 19,168 | 11,189 |
| Total\toperating\texpenses | 1,200,957 | 1,051,856 | 986,750 |
| OPERATING\tINCOME | 784,378 | 672,258 | 606,754 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,487,\t$1,488,\tand\t$1,489,\trespectively | 14,212 | 14,210 | 14,253 |
| Interest\tincome | 5,024 | 1,722 | 3,413 |
| Interest\texpense | (246,018) | (249,803) | (253,584) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (1,886) | (18,194) | (4,904) |
| Other\tincome | 315 | 1,294 | 5,988 |
| Total\tother\texpense | (228,353) | (250,771) | (234,834) |
| INCOME\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tINCOME\tTAXES\tAND\tINCOME\tON\tEQUITY\tMETHOD\tINVESTMENTS | 556,025 | 421,487 | 371,920 |
| Income\ttax\tprovision | (182,489) | (182,565) | (135,509) |
| Income\ton\tequity\tmethod\tinvestments | 40 | 26 | 22 |
| INCOME\tFROM\tCONTINUING\tOPERATIONS | 373,576 | 238,948 | 236,433 |
| INCOME\tFROM\tDISCONTINUED\tOPERATIONS,\tNET\tOF\tINCOME\tTAX\tPROVISION\tOF\t$19,\t$3,140,\tAND\t$107,914,\tRESPECTIVELY | 30 | 8,179 | 110,982 |
| NET\tINCOME | $373,606 | $247,127 | $347,415 |
| Net\tincome\tattributable\tto\tnoncontrolling\tinterest | (670) | (532) | (169) |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION | $372,936 | $246,595 | $347,246 |
| NET\tINCOME\tPER\tCOMMON\tSHARE\tAMOUNTS: |  |  |  |
| BASIC: |  |  |  |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $0.93 | $0.60 | $0.60 |
| Income\tfrom\tdiscontinued\toperations\tattributable\tto\tAmerican\tTower\tCorporation | — | 0.02 | 0.28 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $0.93 | $0.62 | $0.88 |
| DILUTED: |  |  |  |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $0.92 | $0.59 | $0.58 |
| Income\tfrom\tdiscontinued\toperations\tattributable\tto\tAmerican\tTower\tCorporation | — | 0.02 | 0.27 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $0.92 | $0.61 | $0.84 |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING:\nBASIC | 401,152 | 398,375 | 395,947 |
| DILUTED | 404,072 | 406,948 | 418,357 |

# CONSOLIDATED	STATEMENTS	OF	STOCKHOLDERS'	EQUITY

|  | Class	A |  |  |  |  | Accumulated |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common\tStock | Common\tStock | Treasury\tStock | Treasury\tStock | Additional | Other |  |  | Total | Total |
|  |  |  |  |  | Paid-in | Comprehensive | Accumulated | Noncontrolling | Stockholders' | Comprehensive |
|  | Issued\tShares | Amount | Shares | Amount | Capital | (Loss)\tIncome | Deficit | Interest | Equity | Income |
| BALANCE,\tJANUARY\t1,\t2008 | 452,759,969 | \t $4,527 | \t(53,241,427)\t\t $(2,047,818)\t\t $7,772,382\t\t\t $ | \t(53,241,427)\t\t $(2,047,818)\t\t $7,772,382\t\t\t $ | \t(53,241,427)\t\t $(2,047,818)\t\t $7,772,382\t\t\t $ | (3,626)\t\t $ | (2,703,373)\t\t $ | 3,342\t\t\t $ | 3,025,434 |  |
| Stock\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—Stock\tPurchase\tPlan | 55,777 | 1 | — | — | 1,678 | — | — | — | 1,679 |  |
| Treasury\tstock\tactivity | — | — | \t(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 |  |  |  |  |  |  |  |  |  |  |
| of\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) |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (354) | (354) |  |
| Net\tincome | — | — | — | — | — | — | 347,246 | 169 | 347,415 | 347,415 |
| Total\tcomprehensive\tincome | — | — | — | — | — | — | — | — | —\t\t\t\t\t $ | 331,010 |
| BALANCE,\tDECEMBER\t31,\t2008 | 468,513,843 | \t $4,685 | \t(71,536,947)\t\t $(2,746,429)\t\t $8,109,224\t\t\t $ | \t(71,536,947)\t\t $(2,746,429)\t\t $8,109,224\t\t\t $ | \t(71,536,947)\t\t $(2,746,429)\t\t $8,109,224\t\t\t $ | (20,031)\t\t $ | (2,356,127)\t\t $ | 3,157\t\t\t $ | 2,994,479 |  |
| Stock\tbased\tcompensation\trelated\tactivity | 3,130,516 | 31 | — | — | 121,996 | — | — | — | 122,027 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 72,032 | 1 | — | — | 319 | — | — | — | 320 |  |
| Issuance\tof\tcommon\tstock—Stock\tPurchase\tPlan | 77,509 | 1 | — | — | 1,852 | — | — | — | 1,853 |  |
| Treasury\tstock\tactivity | — | — | (6,569,702) | (214,748) | — | — | — | — | (214,748) |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | 4,770 | — | — | 4,770 | 4,770 |
| Net\trealized\tgain\ton\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | 119 | — | — | 119 | 119 |
| Net\tunrealized\tgain\ton\tavailable-for-sale\tsecurities, |  |  |  |  |  |  |  |  |  |  |
| net\tof\ttax | — | — | — | — | — | 63 | — | — | 63 | 63 |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 7,909,733 | 79 | — | — | 160,252 | — | — | — | 160,331 |  |
| Foreign\tcurrency\ttranslation\tadjustment | — | — | — | — | — | 2,430 | — | — | 2,430 | 2,430 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (646) | (646) |  |
| Net\tincome | — | — | — | — | — | — | 246,595 | 532 | 247,127 | 247,127 |
| Total\tcomprehensive\tincome | — | — | — | — | — | — | — | — | —\t\t\t\t\t $ | 254,509 |
| BALANCE,\tDECEMBER\t31,\t2009 | 479,703,633 | \t $4,797 | \t(78,106,649)\t\t $(2,961,177)\t\t $8,393,643\t\t\t $ | \t(78,106,649)\t\t $(2,961,177)\t\t $8,393,643\t\t\t $ | \t(78,106,649)\t\t $(2,961,177)\t\t $8,393,643\t\t\t $ | (12,649)\t\t $ | (2,109,532)\t\t $ | 3,043\t\t\t $ | 3,318,125 |  |
| Stock\tbased\tcompensation\trelated\tactivity | 4,646,904 | 46 | — | — | 174,031 | — | — | — | 174,077 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 1,631,061 | 16 | — | — | 6,843 | — | — | — | 6,859 |  |
| Issuance\tof\tcommon\tstock—Stock\tPurchase\tPlan | 75,354 | 1 | — | — | 2,576 | — | — | — | 2,577 |  |
| Treasury\tstock\tactivity | — | — | (9,273,069) | (420,789) | — | — | — | — | (420,789) |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | 9,496 | — | — | 9,496 | 9,496 |
| Net\trealized\tgain\ton\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | 118 | — | — | 118 | 118 |
| Net\tunrealized\tgain\ton\tavailable-for-sale\tsecurities, |  |  |  |  |  |  |  |  |  |  |
| net\tof\ttax | — | — | — | — | — | 7 | — | — | 7 | 7 |
| Foreign\tcurrency\ttranslation\tadjustment | — | — | — | — | — | 41,081 | — | — | 41,081 | 41,081 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (599) | (599) |  |
| Net\tincome | — | — | — | — | — | — | 372,936 | 670 | 373,606 | 373,606 |
| Total\tcomprehensive\tincome | — | — | — | — | — | — | — | — | —\t\t\t\t\t $ | 424,308 |
| BALANCE,\tDECEMBER\t31,\t2010 | 486,056,952 | \t $4,860 | \t(87,379,718)\t\t $(3,381,966)\t\t $8,577,093\t\t\t $ | \t(87,379,718)\t\t $(3,381,966)\t\t $8,577,093\t\t\t $ | \t(87,379,718)\t\t $(3,381,966)\t\t $8,577,093\t\t\t $ | 38,053\t\t\t $ | (1,736,596)\t\t $ | 3,114\t\t\t $ | 3,504,558 |  |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tPROVIDED\tBY\tOPERATING\tACTIVITIES: |  |  |  |
| Net\tincome | $373,606 | $247,127 | $347,415 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization\tand\taccretion | 460,726 | 414,619 | 405,332 |
| Stock-based\tcompensation\texpense | 52,555 | 60,670 | 54,807 |
| Income\ttaxes\trelated\tto\tdiscontinued\toperations | (19) | (3,140) | (107,914) |
| (Increase)\tdecrease\tin\trestricted\tcash | (4,941) | 7,612 | (2,048) |
| Loss\t(gain)\ton\tinvestments\tand\tother\tnon-cash\t(income)\texpense | 5,085 | (5,665) | 314 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\tnon-cash\trestructuring\tand\tmerger\trelated |  |  |  |
| expenses | 16,652 | 12,582 | 11,189 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | — | 4,261 | 26 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tdebt\tdiscounts\tand\tother\tnon-cash\tinterest | 9,408 | 9,838 | 9,426 |
| Provision\tfor\tlosses\ton\taccounts\treceivable | 4,188 | 8,449 | 2,557 |
| Deferred\tincome\ttaxes | 188,327 | 156,780 | 92,513 |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |
| Accounts\treceivable | (18,974) | (17,844) | (13,550) |
| Prepaid\tand\tother\tassets | (48,834) | (24,553) | (6,023) |
| Deferred\trent\tasset | (105,226) | (36,306) | (50,369) |
| Accounts\tpayable\tand\taccrued\texpenses | 1,603 | (9,609) | (27,374) |
| Accrued\tinterest | 16,633 | (5,927) | (5,067) |
| Unearned\trevenue | 44,382 | (9,166) | 23,929 |
| Deferred\trent\tliability | 22,269 | 26,590 | 27,618 |
| Other\tlong-term\tliabilities | 3,537 | 5,808 | 10,477 |
| Cash\tprovided\tby\toperating\tactivities |  |  |  |
|  | 1,020,977 | 842,126 | 773,258 |
| CASH\tFLOWS\tUSED\tFOR\tINVESTING\tACTIVITIES: |  |  |  |
| Payments\tfor\tpurchase\tof\tproperty\tand\tequipment\tand\tconstruction\tactivities | (346,664) | (250,262) | (243,484) |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (899,606) | (295,603) | (42,817) |
| Proceeds\tfrom\tsales\tof\tshort-term\tinvestments,\tavailable-for-sale\tsecurities\tand\tother\tlong-term\tassets | 21,722 | 47,424 | 46,796 |
| Payments\tfor\tshort-term\tinvestments | (52,197) | (45,965) | (37,071) |
| Deposits,\trestricted\tcash\tand\tother | (24,157) | 1,340 | 1,636 |
| Cash\tused\tfor\tinvesting\tactivities | (1,300,902) | (543,066) | (274,940) |
| CASH\tFLOWS\tPROVIDED\tBY\t(USED\tFOR)\tFINANCING\tACTIVITIES: |  |  |  |
| Borrowings\tunder\tcredit\tfacilities | 500,562 | — | 575,000 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes | 1,698,370 | 900,000 | — |
| Repayments\tof\tnotes\tpayable,\tcredit\tfacilities\tand\tcapital\tleases | (983,737) | (931,199) | (327,453) |
| Purchases\tof\tClass\tA\tcommon\tstock | (430,618) | (213,288) | (714,655) |
| Proceeds\tfrom\tstock\toptions,\twarrants\tand\tStock\tPurchase\tPlan | 138,508 | 65,973 | 82,928 |
| Deferred\tfinancing\tcosts\tand\tother\tfinancing\tactivities | (12,755) | (16,428) | (3,992) |
| Cash\tprovided\tby\t(used\tfor)\tfinancing\tactivities | 910,330 | (194,942) | (388,172) |
| Net\teffect\tof\tchanges\tin\tforeign\tcurrency\texchange\trates\ton\tcash\tand\tcash\tequivalents | 6,265 | 98 | (192) |
| NET\tINCREASE\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | 636,670 | 104,216 | 109,954 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tBEGINNING\tOF\tYEAR | 247,293 | 143,077 | 33,123 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tEND\tOF\tYEAR | $883,963 | $247,293 | $143,077 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	is,	together	with	its	subsidiaries	(collectively,	"ATC"	or	the	"Company"),	an	independent	owner,	operator	and	developer	of wireless	and	broadcast	communications	sites	in	the	United	States,	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru.	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	and	outdoor	distributed	antenna	system	("DAS")	networks,	and	provides	network	development	services	that primarily	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	domestic	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	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru.

Principles	of	Consolidation	and	Basis	of	Presentation—The	accompanying	consolidated	financial	statements	include	the	accounts	of	the	Company	and	those	entities	in which	it	has	a	controlling	interest,	with	the	exception	of	Verestar,	Inc.	("Verestar"),	as	discussed	below.	All	intercompany	accounts	and	transactions	have	been eliminated.

Significant	Accounting	Policies	and	Use	of	Estimates—The	preparation	of	financial	statements	in	conformity	with	accounting	principles	generally	accepted	in	the	United States	("GAAP")	requires	management	to	make	estimates	and	assumptions	that	affect	the	amounts	reported	in	the	financial	statements	and	accompanying	notes.	Actual results	may	differ	from	those	estimates,	and	such	differences	could	be	material	to	the	accompanying	consolidated	financial	statements.	The	significant	estimates	in	the accompanying	consolidated	financial	statements	include	impairment	of	long-lived	assets	(including	goodwill),	asset	retirement	obligations,	revenue	recognition,	rent expense,	stock-based	compensation	and	income	taxes.	The	Company	considers	events	or	transactions	that	occur	after	the	balance	sheet	date	but	before	the	financial statements	are	issued	as	additional	evidence	for	certain	estimates	or	to	identify	matters	that	require	additional	disclosure.	Subsequent	events	have	been	evaluated	up	to the	date	of	issuance	of	these	financial	statements	(see	note	21).

Changes	in	Presentation—Changes	have	been	made	to	the	presentation	of	gross	purchases	and	sales	of	short-term	investments	within	the	consolidated	statements	of	cash flows	for	the	years	ended	December	31,	2009	and	2008.

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	financial	instruments.	The	Company	mitigates	its	risk	with	respect	to	cash	and	cash	equivalents	and	derivative	financial	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	59%	of	its	revenues	are	derived	from	four	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	and	the	related	deferred	rent	assets	by	actively	monitoring	the	credit worthiness	of	its	borrowers	and	customers.	In

recognizing	customer	revenue,	the	Company	must	assess	the	collectability	of	both	the	amounts	billed	and	the	portion	recognized	on	a	straight-line	basis.	This	assessment takes	customer	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately	determine	the	collectability	of	the	amounts	billed.	To	the	extent	the amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until	such	point	as	the	uncertainty	is	resolved.	Any	amounts	which	were previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible	are	charged	to	bad	debt	expense.

Accounts	receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting	from	a	customer's	inability	to	make	required	payments	and reserves	for	amounts	invoiced	whose	collectability	is	not	reasonably	assured.	These	allowances	are	generally	estimated	based	on	payment	patterns,	days	past	due	and collection	history,	and	incorporate	changes	in	economic	conditions	that	may	not	be	reflected	in	historical	trends,	such	as	customers	in	bankruptcy,	liquidation	or reorganization.	Receivables	are	written-off	against	the	allowances	when	they	are	determined	uncollectible.	Such	determination	includes	analysis	and	consideration	of	the particular	conditions	of	the	account.	Changes	in	the	allowances	were	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1, | $28,520 | $11,482 | $8,850 |
| Current\tyear\tincreases | 16,219 | \t 26,771 | \t 12,059 |
| Recoveries\tand\tother | (22,234) | (9,733) | (9,427) |
| Balance\tas\tof\tDecember\t31, | $22,505 | $28,520 | $11,482 |

The	Company's	largest	international	customer	is	Iusacell,	which	is	the	brand	name	under	which	a	group	of	companies	controlled	by	Grupo	Iusacell,	S.A.	de	C.V. ("Grupo	Iusacell")	operates.	Iusacell	represented	approximately	4%	of	the	Company's	total	revenue	for	the	year	ended	December	31,	2010.	Grupo	Iusacell	has	been engaged	in	a	refinancing	of	a	majority	of	its	U.S.	Dollar	denominated	debt,	and	in	connection	with	this	process,	two	of	the	legal	entities	of	the	group,	including	Grupo Iusacell,	voluntarily	filed	for	a	pre-packaged	Concurso	Mercantil	(a	process	substantially	equivalent	to	Chapter	11	of	U.S.	Bankruptcy	Law)	with	the	backing	of	a majority	of	their	financial	creditors	in	December	2010.	As	of	December	31,	2010,	Iusacell	notes	receivable,	net,	and	related	assets	(which	include	financing	lease commitments	and	a	deferred	rent	asset	that	are	primarily	long-term	in	nature)	were	$19.7	million	and	$51.2	million,	respectively.

Functional	Currency—As	a	result	of	changes	to	the	organizational	structure	of	the	Company's	subsidiaries	in	Latin	America	in	2010,	the	Company	determined	that effective	January	1,	2010,	the	functional	currency	of	its	foreign	subsidiary	in	Brazil	is	the	Brazilian	Real.	From	that	point	forward,	all	assets	and	liabilities	held	by	the subsidiary	in	Brazil	are	translated	into	U.S.	Dollars	at	the	exchange	rate	in	effect	at	the	end	of	the	applicable	reporting	period.	Revenues	and	expenses	are	translated	at the	average	monthly	exchange	rates	and	the	cumulative	translation	effect	is	included	in	stockholders'	equity.	The	change	in	functional	currency	from	U.S.	Dollars	to Brazilian	Real	gave	rise	to	an	increase	in	the	net	value	of	certain	non-monetary	assets	and	liabilities.	The	aggregate	impact	on	such	assets	and	liabilities	was	$39.8 million	with	an	offsetting	increase	in	accumulated	other	comprehensive	income	(loss).

As	a	result	of	the	renegotiation	of	the	Company's	agreements	with	its	largest	international	customer,	Iusacell,	which	included,	among	other	changes,	converting	all	of Iusacell's	contractual	obligations	to	the	Company	from	U.S.	Dollars	to	Mexican	Pesos,	the	Company	has	determined	that	effective	April	1,	2010,	the	functional currency	of	certain	of	its	foreign	subsidiaries	in	Mexico	is	the	Mexican	Peso.	From	that	point	forward,	all	assets	and	liabilities	held	by	those	subsidiaries	in	Mexico	are translated	into	U.S.	Dollars	at	the	exchange	rate	in	effect	at	the	end	of	the	applicable	reporting	period.	Revenues	and	expenses	are	translated	at	the	average	monthly exchange	rates	and	the	cumulative	translation	effect	is	included	in	stockholders'	equity.	The	change	in	functional

currency	from	U.S.	Dollars	to	Mexican	Pesos	gave	rise	to	a	decrease	in	the	net	value	of	certain	non-monetary	assets	and	liabilities.	The	aggregate	impact	on	such	assets and	liabilities	was	$33.6	million	with	an	offsetting	decrease	in	accumulated	other	comprehensive	income	(loss).

The	functional	currency	of	the	Company's	foreign	operating	subsidiaries	in	Chile,	Colombia,	India	and	Peru	is	the	respective	local	currency.	All	assets	and	liabilities held	by	the	subsidiaries	are	translated	into	U.S.	Dollars	at	the	exchange	rate	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period.	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. Foreign	currency	transaction	gains	and	losses	are	recognized	in	the	consolidated	statements	of	operations	and	are	primarily	the	result	of	transactions	of	a	subsidiary	being denominated	in	a	currency	other	than	its	functional	currency.

Cash	and	Cash	Equivalents—Cash	and	cash	equivalents	include	cash	on	hand,	demand	deposits	and	short-term	investments,	including	money	market	funds,	with original	maturities	of	three	months	or	less,	whose	cost	equals	fair	value.

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,	2010	and	2009,	short-term	investments	includes	government	bonds	of	approximately $46.2	million	and	$9.6	million,	respectively,	with	original	maturities	in	excess	of	three	months.	As	of	December	31,	2010	and	2009,	the	Company's	only	short-term available-for-sale	security	was	39,871	shares	of	common	stock	of	FiberTower	Corporation,	which	had	a	fair	value	of	approximately	$0.2	million	(at	a	price	of	$4.46	per share	and	$4.18	per	share,	respectively).	All	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	estimated	taxes,	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	records	any	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.

As	of	December	31,	2010	and	2009,	the	unrealized	losses	included	in	other	comprehensive	(loss)	income,	net	of	taxes	totaled	$0.3	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.	Towers	and	related	assets	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	leases	are	amortized	over	the	shorter of	the	lease	term	or	the	estimated	useful	lives	of	the	assets	for	periods	up	to	twenty	years.

Goodwill	and	Other	Intangible	Assets—The	Company	reviews	goodwill	and	intangible	assets	with	indefinite	lives	for	impairment	at	least	annually	(as	of	December	31) or	whenever	events	or	circumstances	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.	Increased	expansion	activity	in	international	markets	and	changes	to its	organizational	structure	have	led	the	Company	to	separately	disclose	its	rental	and	management	operations	in	two	reportable	segments:	domestic	rental	and management	and	international	rental	and	management.	Although	the	reportable	segments	have	changed,	there	has	been	no	change	to	the	reporting	units	used	for	testing goodwill.

All	of	the	Company's	goodwill	is	recorded	in	its	domestic	and	international	rental	and	management	segments.	The	Company	utilizes	the	two	step	impairment	test	when testing	goodwill	for	impairment.	When	conducting	this	test,	the	Company	employs	a	discounted	cash	flow	analysis,	corroborated	by	a	peer	group	and	market	valuation analysis.	The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating	performance,	terminal	sales	growth	rate,	management's expectations	of	future	operating	results,	the	current	weighted	average	cost	of	capital,	and	a	current	tax	rate.	Under	the	first	step	of	this	test,	the	Company	compares	the fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future	discounted	cash	flows,	to	the	carrying	value	of	the	applicable	reporting	unit.	If	the carrying	value	exceeds	the	fair	value,	the	Company	conducts	the	second	step	of	this	test,	in	which	the	implied	fair	value	of	the	applicable	reporting	unit's	goodwill	is compared	to	the	carrying	amount	of	that	goodwill.	If	the	carrying	amount	of	goodwill	exceeds	its	implied	fair	value,	an	impairment	loss	would	be	recognized.

During	the	years	ended	December	31,	2010	and	2009,	no	potential	impairment	was	determined	under	the	first	step	of	the	test	as	the	fair	value	of	the	Company's	reporting units	is	substantially	in	excess	of	its	carrying	value.

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

Notes	Receivable	and	Other	Long-Term	Assets—Notes	receivable	and	other	long-term	assets	primarily	represent	the	Company's	notes	receivable	from	TV	Azteca,	the deferred	rent	asset	associated	with	non-cancellable	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—All	derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value.	Derivatives	in	an	asset	position	are	reflected	in	notes receivable	and	other	long-term	assets	and	derivatives	in	a	liability	position	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	primarily	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	may	also	enter	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.

The	Company	may	also	enter	into	foreign	currency	financial	instruments	in	anticipation	of	future	transactions	in	order	to	minimize	the	risk	of	currency	fluctuations. These	transactions	do	not	typically	qualify	for	hedge	accounting,	and	as	a	result,	the	associated	gains	and	losses	are	recognized	in	other	income	(expense)	in	the consolidated	statement	of	operations.

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

Discount	and	Premium	on	Notes—The	Company	amortizes	the	discounts	on	its	convertible,	senior	and	senior	subordinated	discount	notes	and	the	premiums	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	fair	value	of	a	liability	for	asset	retirement	obligations	associated	with	an	entity's	legal	obligation	to	retire	tangible	long-lived	assets and	the	related	asset	retirement	costs	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	are	principally	obligations	to	remediate	leased	land	on	which	certain	of	the	Company's	tower assets	are	located	which	require	the	recognition	of	an	asset	retirement	obligation.	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	basis,	as	well	as	operating	loss	and	tax	credit	carryforwards.	The	Company	measures	deferred	tax	assets	and	liabilities	using	enacted	tax	rates	expected	to apply	to	taxable	income	in	the	years	in	which	those	temporary	differences	and	carryforwards	are	expected	to	be	recovered	or	settled.	The	effect	on	deferred	tax	assets and	liabilities	as	a	result	of	a	change	in	tax	rates	is	recognized	as	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.

The	Company	classifies	uncertain	tax	positions	as	non-current	income	tax	liabilities	unless	expected	to	be	paid	within	one	year.	The	Company	reports	penalties	and	tax- related	interest	expense	as	a	component	of	the	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	are	excluded	from	net	income,	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,	short-term	available-for-sale	securities	and	foreign	currency	translation	as	summarized	in	the	accompanying consolidated	statement	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.

Acquisitions—For	those	acquisitions	that	meet	the	criteria	of	a	business	combination,	we	allocate	the	purchase	price	to	the	assets	acquired	and	the	liabilities	assumed, including	any	contingent	consideration,	at	their	estimated	fair	values	as	of	the	date	of	the	acquisition	with	any	excess	of	the	purchase	price	paid	over	the	estimated	fair value	of	net	assets	acquired	recorded	as	goodwill.	For	those	acquisitions	that	do	not	meet	the	criteria	of	a	business	combination,	the	Company	first	allocates	the	purchase price	to	property	and	equipment	for	the	fair	value	of	the	towers	and	to	identifiable	intangible	assets	(primarily	acquired	customer	base	and	network	location	intangibles). The	fair	value	of	the	assets	acquired	and	liabilities	assumed	is	typically	determined	by	using	either	estimates	of	replacement	costs	or	discounted	cash	flow	valuation methods.	When	determining	the	fair	value	of	tangible	assets	acquired,	the	Company	must	estimate	the	cost	to	replace	the	asset	with	a	new	asset	and	the	economic	useful life.	When	determining	the	fair	value	of	intangible	assets	acquired,	the	Company	must	estimate	the	applicable	discount	rate	and	the	timing	and	amount	of	future customer	cash	flows.	The	determination	of	the	final	purchase	price	and	allocation	may	extend	over	more	than	one	period	and	result	in	adjustments	to	the	preliminary estimate	recognized.

Revenue	Recognition—Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned	and	when	collectability is	reasonably	assured.	Fixed	escalation	clauses	present	in	non-cancellable	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	fixed,	non-cancellable terms	of	the	applicable	leases.	Total	rental	and	management	straight-line	revenues	for	the	years	ended	December	31,	2010,	2009	and	2008	approximated	$105.2	million, $36.3	million	and	$50.4	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	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	escalations,	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-cancellable	term	of	the	underlying ground	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	the	Company	such	that	renewal	appears,	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.

Total	rental	and	management	straight-line	ground	rent	expense	approximated	$22.3	million,	$26.6	million	and	$27.6	million,	for	the	years	ended	December	31,	2010, 2009	and	2008,	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	ground	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	operations	and	corporate	overhead	costs	not	specifically	allocable	to	either	of	the	Company's	individual	business	operations.	Development expense	consists	of	costs	to	integrate	acquisitions,	costs	associated	with	new	business	initiatives	and	abandoned	site	and	acquisition	costs.

Stock-Based	Compensation—Stock-based	compensation	cost	is	measured	at	the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	the	fair	value	is recognized	as	an	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	awards	that	will	not	fully	vest	and	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	of	the	units	at	the	grant	date.	The	Company's	stock-based	compensation	expense	is	included	in	selling,	general, administrative	and	development	expense.

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	records	estimates	of	these expenses,	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.

Other	Operating	Expenses—Other	operating	expenses	includes	the	costs	incurred	by	the	Company	in	conjunction	with	acquisitions	and	mergers,	impairments	on	long- lived	assets	and	gains	and	losses	recognized	upon	the	disposal	of	long-lived	assets	and	other	discrete	items	of	non-recurring	nature.

Subsequent	to	January	1,	2009,	the	Company	expenses	acquisition	and	merger	related	costs	in	the	period	in	which	they	are	incurred	and	services	are	received. Acquisition	and	merger	related	costs	may	include	finder's	fees,	advisory,	legal,	accounting,	valuation	and	other	professional	or	consulting	fees	and	general administrative	costs.

The	Company	reviews	long-lived	assets,	including	intangibles	with	definite	lives,	for	impairment	whenever	events,	changes	in	circumstances	or	other	evidence	indicate that	the	carrying	amount	of	the	Company's	assets	may	not	be	recoverable.

The	Company	reviews	its	tower	portfolio	and	network	location	intangible	assets	for	indications	of	impairment	on	an	individual	tower	basis,	which	primarily	result	from a	tower	not	having	current	tenant	leases	or	from	having	expenses	in	excess	of	revenues.	The	Company	monitors	its	customer	related	intangible	assets	on	a	customer	by customer	basis	for	indications	of	impairment,	such	as	high	levels	of	turnover	or	attrition,	non-renewal	of	a	significant	number	of	contracts,	or	the	cancellation	or termination	of	a	relationship.	The	Company	assesses	recoverability	by	determining	whether	the	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,	the	Company	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	the	asset's	carrying	value. The	Company	records	any	related	impairment	charge	in	the	period	in	which	the	Company	identifies	such	impairment.

Discontinued	Operations—Legal	reorganization	or	bankruptcy	are	conditions	which	can	preclude	consolidation	in	instances	where	control	rests	with	the	bankruptcy court,	rather	than	the	majority	owner.	In	December	2003,	Verestar	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws.	Accordingly,	the	Company ceased	to	consolidate	Verestar's	financial	results	beginning	on	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.	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,	in	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	during	the	year	ended	December	31,	2008. The	Company	recorded	net	income	from	discontinued	operations	in	the	accompanying	consolidated	statements	of	operations	for	the	years	ended	December	31,	2010, 2009	and	2008,	of	$0.03	million,	$8.2	million	and	$111.0	million,	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.

Earnings	Per	Common	Share—Basic	and	Diluted—Basic	income	from	continuing	operations	per	common	share	for	the	years	ended	December	31,	2010,	2009	and 2008	represents	income	from	continuing	operations	attributable	to	American	Tower	Corporation	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,	2010,	2009	and	2008	represents	income	from	continuing	operations	attributable	to	American	Tower	Corporation	divided	by	the	weighted	average	number of	common	shares	outstanding	during	the	period	and	any	dilutive	common	share	equivalents,	including	unvested	restricted	stock,	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.	For	the	years	ended	December	31,	2010,	2009	and	2008,	the	Company	contributed approximately	$1.9	million,	$1.9	million	and	$1.5	million	to	the	plan,	respectively.

Accounting	Standards	Updates—In	October	2009,	the	FASB	issued	new	guidance	which	establishes	accounting	and	reporting	guidance	for	arrangements	including multiple	revenue-generating	activities.	This	guidance	allows	companies	to	allocate	the	overall	consideration	to	each	deliverable	under	the	arrangement	using	the estimated	selling	prices	in	the	absence	of	vendor	specific	objective	evidence	or	third-party	evidence	of	selling	price	for	deliverables.	This	guidance	is	effective	for	any contracts	entered	into,	or	materially	modified	by	the	Company	after	January	1,	2011.	The	Company	does	not	anticipate	this	update	will	have	a	material	impact	on	its consolidated	results	of	operations	or	financial	position.

# 2.				PROPERTY	AND	EQUIPMENT

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

|  | Lives	(1) | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
|  | (years) | (in\tthousands) |  |
| Towers\t(2) | Up\tto\t20 | $5,177,370 | $4,682,274 |
| Equipment | 3\t-\t15 | 368,860 | 309,791 |
| Buildings\tand\timprovements | 15\t-\t32 | 210,082 | 207,333 |
| Land\tand\timprovements\t(3) | 15\t-\t32 | 473,477 | 374,621 |
| Construction-in-progress |  | 86,358 | 47,063 |
| Total |  | 6,316,147 | 5,621,082 |
| Less\taccumulated\tdepreciation\tand\tamortization |  | (2,692,312) | (2,451,459) |
| Property\tand\tequipment,\tnet |  | $3,623,835 | $3,169,623 |

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

(2) December	31,	2009	balance	has	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

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

Depreciation	expense	for	the	years	ended	December	31,	2010,	2009	and	2008	was	$286.0	million,	$258.9	million	and	$248.7	million,	respectively.	Property	and equipment,	net	includes	approximately	$313.8	million	of	capital	leases,	which	are	classified	as	either	towers	or	land	and	improvements	as	of	December	31,	2010.

# 3.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

The	changes	in	the	carrying	value	of	goodwill	for	the	years	ended	December	31,	2010	and	2009	are	as	follows	(in	thousands):

|  | 2010 | 2009	(1) |
| :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\tas\trevised\tfor\tpurchase\taccounting\tmeasurement\tperiod\tadjustments | $2,250,538 | $2,186,233 |
| Additions | 230,169 | 63,351 |
| Effect\tof\tforeign\tcurrency\ttranslation | 9,588 | 954 |
| Balance\tas\tof\tDecember\t31, | $2,490,295 | $2,250,538 |

(1) Balances	have	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

The	Company's	other	intangible	assets	subject	to	amortization	consist	of	the	following:

|  |  | As	of	December	31,	2010 | As	of	December	31,	2010 | As	of	December	31,	2009	(3) | As	of	December	31,	2009	(3) | As	of	December	31,	2009	(3) | As	of	December	31,	2009	(3) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  |  | Gross |  |  |
|  | Estimated\t\tUseful | Carrying | Accumulated | Net\tBook | Carrying | Accumulated | Net\tBook |
|  | Lives | Value | Amortization | Value | Value | Amortization | Value |
|  | (years) |  |  | (in\tthousands) | (in\tthousands) |  |  |
| Acquired\tnetwork\tlocation\t(1) | 20 | $1,301,208 | $(603,578) | $697,630 | $ 1,105,397 | $(551,746) | $553,651 |
| Acquired\tcustomer\tbase | 15-20 | 750,104 | (513,223) | 236,881 | 756,928 | (479,937) | 276,991 |
| Acquired\tcustomer\trelationship | 20 | 1,209,292 | (223,628) | 985,664 | 875,318 | (173,747) | 701,571 |
| Acquired\tlicenses\tand\tother\tintangibles | 5-15 | 21,601 | (19,984) | 1,617 | 21,574 | (19,936) | 1,638 |
| Economic\tRights,\tTV\tAzteca | 70 | 30,292 | (13,646) | 16,646 | 30,292 | (13,213) | 17,079 |
| Total |  | 3,312,497 | (1,374,059) | 1,938,438 | 2,789,509 | (1,238,579) | 1,550,930 |

(1) Acquired	network	location	intangibles	are	amortized	over	the	shorter	of	the	term	of	the	corresponding	ground	lease	or	20	years,	as	the	Company	considers	these intangibles	to	be	directly	related	to	the	tower	assets.

(2) Deferred	financing	costs	are	amortized	over	the	term	of	the	respective	debt	instruments	to	which	they	relate.	This	amortization	is	included	in	interest	expense, rather	than	in	amortization	expense.

(3) December	31,	2009	balances	have	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

The	acquired	network	location	intangible	represents	the	value	to	the	Company	of	the	incremental	revenue	growth	which	could	potentially	be	obtained	from	leasing	the excess	capacity	on	acquired	communications	sites.	The	acquired	customer	base	and	acquired	customer	relationship	intangibles	typically	represent	the	value	to	the Company	of	customer	contracts	and	relationships	in	place	at	the	time	of	an	acquisition,	including	assumptions	regarding	estimated	renewals.	The	Company	has historically	differentiated	these	intangible	assets	based	upon	whether	or	not	they	result	from	an	acquisition	which	meets	the	criteria	of	a	business	combination	(acquired customer	relationship)	or	does	not	meet	the	criteria	of	a	business	combination	(acquired	customer	base).	The	acquired	licenses	and	other	intangibles	consist	primarily	of non-competition	agreements	acquired	from	SpectraSite,	Inc.,	and	in	other	tower	acquisitions.

The	Company	amortizes	these	intangibles	on	a	straight-line	basis.	As	of	December	31,	2010,	the	weighted	average	amortization	period	of	the	Company's	intangible assets,	excluding	the	TV	Azteca	Economic	Rights	is	approximately	12	years.	Amortization	of	intangible	assets	for	the	years	ended	December	31,	2010,	2009	and	2008 aggregated	approximately	$156.1	million,	$140.2	million	and	$143.1	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	AND	OTHER	LONG-TERM	ASSETS

Notes	receivable	and	other	long-term	assets	consist	of	the	following	as	of	December	31,	(in	thousands):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Deferred\trent\tasset | $470,637 | $365,112 |
| Notes\treceivable | 129,157 | 110,565 |
| Long-term\tprepaid\tassets | 69,140 | 84,801 |
| Other\tmiscellaneous\tassets | 116,940 | 91,386 |
| Balance\tas\tof\tDecember\t31, | $785,874 | $651,864 |

Deferred	Rent	Asset—The	Company's	deferred	rent	asset	is	associated	with	non-cancellable	tenant	leases	that	contain	fixed	escalation	clauses	over	the	terms	of	the applicable	leases.

TV	Azteca	Note	Receivable—In	2000,	the	Company	loaned	TV	Azteca,	S.A.	de	C.V.	("TV	Azteca"),	the	owner	of	a	major	national	television	network	in	Mexico, $119.8	million.	The	loan	has	an	interest	rate	of	13.11%,	payable	quarterly.	As	of	December	31,	2010	and	2009,	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	is recorded	as	an	intangible	asset	and	is	being	amortized	over	the	seventy-year	life	of	the	Economic	Rights	agreement.

Iusacell	Note	Receivable—Effective	April	1,	2010,	the	Company	renegotiated	its	agreement	with	Iusacell	to	include,	among	other	changes,	the	conversion	of	its accounts	receivable,	net,	and	associated	value	added	tax,	to	a	long-term	note	receivable	to	be	repaid	over	five	years.	The	loan	has	an	interest	rate	of	12.0%,	payable quarterly	beginning	June	30,	2011.	As	of	December	31,	2010,	approximately	$18.6	million,	net,	under	the	loan	was	outstanding	and	included	in	notes	receivable	and other	long-term	assets	and	$1.1	million	was	outstanding	and	included	in	prepaid	and	other	current	assets	in	the	accompanying	consolidated	balance	sheets.

Long-Term	Prepaid	Assets—Long-term	prepaid	assets	consist	primarily	of	long-term	prepaid	ground	rent.

# 5.	ACQUISITIONS	AND	OTHER	TRANSACTIONS

# Acquisitions

XCEL	Acquisition—On	May	27,	2009,	the	Company	acquired	100%	of	the	outstanding	common	and	preferred	stock	of	XCEL	Telecom	Private	Limited	("XCEL").	This acquisition	had	a	final	purchase	price,	after	certain	post-closing	adjustments,	of	$98.0	million.	During	the	year	ended	December	31,	2010,	the	Company	finalized	the purchase	accounting	for	this	acquisition.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in	selected	international	markets.

This	acquisition	has	been	accounted	as	a	business	combination.	The	preliminary	purchase	price	was	allocated	to	the	acquired	assets	and	liabilities	based	on	the	estimated fair	value	of	the	acquired	assets	and	liabilities	at	the	date	of	acquisition,	subject	to	subsequent	adjustments	as	certain	preliminary	estimates	of	the	fair	value	of	assets	and liabilities	were	finalized.

The	following	table	summarizes	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	and	liabilities	acquired	at	the	acquisition	date	(in	thousands):

|  | Purchase | Purchase |
| :--- | :--- | :--- |
|  | Price\tAllocation\t(1) | Price\tAllocation\t(2) |
| Current\tassets | $27,808 | $27,808 |
| Non-current\tassets | 31,804 | 31,804 |
| Property\tand\tequipment | 83,523 | 83,523 |
| Intangible\tassets\t(3) | 38,091 | 38,091 |
| Current\tliabilities | (23,066) | (23,066) |
| Other\tlong-term\tliabilities | (112,758) | (112,758) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $45,402 | $45,402 |
| Goodwill\t(4) | 52,631 | 50,641 |

(1) Reflected	in	the	consolidated	balance	sheet	in	the	2010	Form	10-K.

(3) Consists	of	customer	relationships	of	approximately	$18.3	million	and	network	location	intangibles	of	approximately	$19.8	million.	The	customer	relationships and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	a	period	of	20	years.

(4) Goodwill	will	not	be	deductible	for	income	tax	purposes.	The	goodwill	was	allocated	to	the	international	rental	and	management	segment.

Insight	Acquisition—On	October	28,	2009,	the	Company	acquired	100%	of	the	outstanding	stock	of	Insight	Infrastructure	Pte.	Ltd.	This	acquisition	had	a	final	purchase price,	after	certain	post-closing	adjustments,	of	$19.3	million.	During	the	year	ended	December	31,	2010,	the	Company	finalized	the	purchase	accounting	for	this acquisition.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in	selected	international	markets.

The	acquisition	has	been	accounted	for	as	a	business	combination.	The	preliminary	purchase	price	was	allocated	to	the	acquired	assets	and	liabilities	based	on	the estimated	fair	value	of	the	acquired	assets	and	liabilities	at	the	date	of	acquisition,	subject	to	subsequent	adjustments	as	certain	preliminary	estimates	of	the	fair	value	of the	assets	and	liabilities	were	finalized.

|  |  | Preliminary |
| :--- | :--- | :--- |
|  | Purchase | Purchase |
|  | Price\tAllocation\t(1) | Price\tAllocation\t(2) |
| Current\tassets | $3,291 | $3,291 |
| Non-current\tassets | 222 | 261 |
| Property\tand\tequipment | 19,625 | 19,625 |
| Intangible\tassets\t(3) | 2,709 | 4,408 |
| Current\tliabilities | (7,238) | (7,238) |
| Other\tlong-term\tliabilities | (878) | (1,456) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $17,731 | $18,891 |
| Goodwill\t(4) | 1,617 | 22 |

(3) Consists	of	customer	relationships	of	approximately	$0.9	million	and	network	location	intangibles	of	approximately	$1.8	million.	The	customer	relationships	and network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	a	period	of	20	years.

ETIPL	Acquisition—On	August	6,	2010,	the	Company's	indirectly	held,	wholly	owned	Indian	subsidiary,	Transcend	Infrastructure	Limited,	acquired	substantially	all the	issued	and	outstanding	shares	of	Essar	Telecom	Infrastructure	Private	Limited	("ETIPL"),	for	an	aggregate	purchase	price	of	approximately	$420.7	million.	At closing,	ETIPL	owned	4,629	towers	in	India,	as	well	as	a	number	of	towers	under	construction.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in selected	international	markets.

This	acquisition	has	been	accounted	for	as	a	business	combination.	The	purchase	price	was	preliminarily	allocated	to	the	acquired	assets	and	liabilities	based	upon	their estimated	fair	value	at	the	date	of	acquisition.	The	preliminary	goodwill	of	$193.4	million	is	calculated	as	the	purchase	premium	after	first	allocating	the	purchase	price to	the	fair	value	of	net	assets	acquired.	The	preliminary	allocation	of	the	purchase	price	will	be	finalized	upon	the	final	settlement	of	the	purchase	price	with	the	sellers and	the	subsequent	completion	of	analyses	of	the	fair	value	of	the	assets	and	liabilities	acquired.

The	following	table	summarizes	the	preliminary	allocation	of	the	aggregate	purchase	consideration	paid	for	ETIPL	and	the	amounts	of	assets	acquired	and	liabilities assumed	at	the	acquisition	date	(in	thousands):

|  | Purchase |
| :--- | :--- |
|  | Price\tAllocation |
| Current\tassets\t(1)\nNon-current\tassets\nProperty\tand\tequipment\nIntangible\tassets\t(2)\nCurrent\tliabilities\nOther\tlong-term\tliabilities | $147,996\n2,762\n189,750\n151,371\n(198,286)\n(66,247) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $227,346 |
| Goodwill\t(3) | 193,353 |

(1) Includes	approximately	$13.5	million	of	accounts	receivable	which	approximates	the	value	due	to	the	Company	under	certain	contractual	arrangements.

Approximately	$41.3	million	of	revenue	and	$0.4	million	of	net	income	associated	with	ETIPL	are	included	in	the	consolidated	statement	of	operations	for	the	year ended	December	31,	2010.	The	following	table	details	the	unaudited	proforma	revenues	and	earnings	as	if	the	Company	had	acquired	ETIPL	on	January	1,	2009	(in millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Revenues | $2,038 | $1,790 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $370 | $248 |

Brazil	Acquisition—On	July	22,	2009,	the	Company	completed	its	acquisition	of	230	towers	and	related	third	party	leases	located	in	Brazil	for	an	aggregate	purchase price	of	$51.3	million,	which	consisted	of	$50.5	million	in	cash	and	the	assumption	of	$0.8	million	in	liabilities.	This	acquisition	is	consistent	with	the	Company's strategy	to	expand	in	selected	geographic	areas.

The	acquisition	has	been	accounted	for	as	a	business	combination.	The	preliminary	purchase	price	was	allocated	to	the	acquired	assets	and	liabilities	based	on	the estimated	fair	value	of	the	acquired	assets	and	liabilities	at	the	date	of	acquisition,	subject	to	subsequent	adjustments,	as	certain	preliminary	estimates	of	the	fair	value	of assets	and	liabilities	were	finalized.

The	following	table	summarizes	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	acquired	at	the	acquisition	date	(in	thousands):

|  | Purchase | Purchase |
| :--- | :--- | :--- |
|  | Price\tAllocation\t(1) | Price\tAllocation\t(2) |
| Current\tassets | $6,165 | $— |
| Property\tand\tequipment | 10,424 | 32,015 |
| Intangible\tassets\t(3) | 30,074 | 19,260 |
| Fair\tvalue\tof\tnet\tassets\tacquired | $46,663 | $51,275 |
| Goodwill\t(4) | 4,612 | — |

(4) Goodwill	is	expected	to	be	deductible	for	income	tax	purposes.	The	goodwill	was	allocated	to	the	international	rental	and	management	segment.

Chile	Acquisition	–	On	June	29,	2010,	the	Company	entered	into	definitive	agreements	to	purchase	towers	from	Telefónica	Chile	S.A.	and	its	affiliates.	The	Company acquired	113	towers	for	an	aggregate	purchase	price	of	$20.3	million	on	June	29,	2010,	and	expects	to	close	on	the	remaining	174	towers	by	the	end	of	2011,	subject	to customary	closing	conditions.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in	selected	international	markets.	The	acquisition	is	being	accounted for	as	a	business	combination.

At	the	date	of	acquisition,	the	preliminary	purchase	price	was	allocated	to	property	and	equipment.	During	the	year	ended	December	31,	2010,	the	Company	updated	the purchase	accounting	for	this	acquisition	and	adjusted	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	in	the	consolidated	balance	sheet.	The	allocation	of	the purchase	price	will	be	finalized	upon	completion	of	the	transaction	and	the	analyses	of	fair	value	of	the	net	assets	acquired	and	may	result	in	the	recognition	of	goodwill.

The	following	table	summarizes	the	preliminary	allocation	of	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	based upon	their	estimated	fair	value	at	the	date	of	acquisition	(in	thousands):

|  | Purchase	Price<br>Allocation |
| :--- | :--- |
| Property\tand\tequipment | $5,090 |
| Intangible\tassets\t(1) | 17,091 |
| Long-term\tliabilities | (1,873) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $20,308 |

(1) Consists	of	customer	relationships	of	approximately	$10.5	million	and	network	location	intangibles	of	approximately	$6.6	million	as	of	December	31,	2010.	The customer	relationships	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	a	period	of	20	years.

Peru	Acquisition—On	August	9,	2010,	the	Company	announced	that	it	had	entered	into	a	definitive	agreement	to	purchase	towers	from	Telefónica	del	Peru	S.A.A.	As	of December	31,	2010,	the	Company	acquired	475	towers	for	an	aggregate	purchase	price	of	$88.0	million.	The	acquisition	is	consistent	with	the	Company's	strategy	to expand	in	selected	international	markets.	This	acquisition	is	being	accounted	for	as	a	business	combination.

The	purchase	price	was	preliminarily	allocated	to	the	acquired	assets	and	liabilities	based	upon	their	estimated	fair	value	at	the	date	of	acquisition.	The	preliminary allocation	of	the	purchase	price	will	be	finalized	upon	completion	of	the	transaction	and	the	analyses	of	fair	value	of	the	net	assets	acquired.

The	following	table	summarizes	the	preliminary	allocation	of	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	based on	the	estimated	fair	value	of	the	acquired	assets	and	assumed	liabilities	at	the	date	of	acquisition	(in	thousands):

|  | Purchase	Price<br>Allocation |
| :--- | :--- |
| Non-current\tassets | $13,850 |
| Property\tand\tequipment | 4,966 |
| Intangible\tassets\t(1) | 56,876 |
| Long-term\tliabilities | (6,433) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $69,259 |
| Goodwill\t(2) | 18,785 |

Colombia—Moviles	Acquisition—During	October	2010,	the	Company	entered	into	a	definitive	agreement	to	purchase	towers	from	Telefónica	Moviles	Colombia	S.A. Pursuant	to	this	agreement,	the	Company	completed	the	purchase	of	500	towers	during	the	year	ended	December	31,	2010	for	an	aggregate	purchase	price	of $72.7	million.	The	acquisition	is	consistent	with	the	Company's	strategy	to	expand	in	selected	international	markets.	This	acquisition	is	being	accounted	for	as	a	business combination.

The	purchase	price	was	preliminarily	allocated	to	the	acquired	assets	and	liabilities	based	upon	their	estimated	fair	value	at	the	date	of	acquisition.	The	preliminary allocation	of	the	purchase	price	will	be	finalized	upon	completion	of	the	transaction	and	the	analyses	of	fair	value	of	the	net	assets	acquired	and	may	result	in	the recognition	of	goodwill.

Cincinnati	Bell	Acquisition—On	December	23,	2009,	the	Company	acquired	196	towers	from	Cincinnati	Bell	Inc.	This	acquisition	had	a	final	purchase	price,	after certain	post-closing	adjustments,	of	$99.9	million.	During	the	year	ended	December	31,	2010,	the	Company	finalized	the	purchase	accounting	for	this	acquisition	and retrospectively	adjusted	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	in	the	consolidated	balance	sheet	for	the	year	ended	December	31,	2009.	The acquisition	has	been	accounted	for	as	a	business	combination.	The	purchase	price	was	allocated	to	the	acquired	assets	and	liabilities	based	on	the	estimated	fair	value	of the	acquired	assets	at	the	date	of	acquisition.

The	following	table	summarizes	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	at	the	acquisition	date	(in thousands):

|  | Purchase	Price<br>Allocation	(1) | Preliminary<br>Purchase	Price<br>Allocation	(2) |
| :--- | :--- | :--- |
| Non-current\tassets | $770 | $— |
| Property\tand\tequipment | 31,850 | 16,147 |
| Intangible\tassets\t(3) | 70,600 | 83,723 |
| Long-term\tliabilities | (7,841) | — |
| Fair\tvalue\tof\tnet\tassets\tacquired | $95,379 | $99,870 |
| Goodwill\t(4) | 4,491 | — |

(4) Goodwill	is	expected	to	be	deductible	for	income	tax	purposes.	The	goodwill	was	allocated	to	the	domestic	rental	and	management	segment.

U.S.	Acquisitions—During	the	year	ended	December	31,	2010,	the	Company	acquired	548	towers	through	multiple	acquisitions	in	the	United	States	for	an	aggregate purchase	price	of	$329.3	million	and	contingent	consideration	of	approximately	$4.6	million.	The	acquisition	of	these	towers	is	consistent	with	the	Company's	strategy to	expand	in	selected	geographic	areas	and	have	been	accounted	for	as	business	combinations.

|  | Purchase	Price<br>Allocation |
| :--- | :--- |
| Non-current\tassets\nProperty\tand\tequipment\nIntangible\tassets\t(1)\nCurrent\tliabilities\nLong-term\tliabilities | $442\n64,564\n260,898\n(360)\n(7,802) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $317,742 |
| Goodwill\t(2) | 16,131 |

The	allocation	of	the	purchase	price	will	be	finalized	upon	completion	of	analyses	of	the	fair	value	of	the	assets	acquired	and	liabilities	assumed.

South	Africa	Acquisition—On	November	4,	2010,	the	Company	entered	into	a	definitive	agreement	with	Cell	C	(Pty)	Limited	to	purchase	up	to	approximately	1,400 existing	towers,	and	up	to	1,800	additional	towers	that	either	are	under	construction	or	will	be	constructed,	for	an	aggregate	purchase	price	of	up	to	approximately $430	million.	The	Company	anticipates	closing	the	purchase	of	up	to	1,400	existing	towers	during	2011,	subject	to	customary	closing	conditions.

# Other	Transactions

Coltel	Transaction—On	September	3,	2010,	the	Company	entered	into	a	definitive	agreement	to	purchase	the	exclusive	use	rights	for	towers	in	Colombia	from Colombia	Telecomunicaciones	S.A.	E.S.P.	("Coltel")	until	2023,	when	ownership	of	the	towers	will	transfer	to	the	Company	at	no	additional	cost.	Pursuant	to	that agreement,	the	Company	completed	the	purchase	of	exclusive	use	rights	for	508	towers	for	an	aggregate	purchase	price	of	$86.8	million	during	the	year	ended December	31,	2010.	The	Company	expects	to	complete	the	purchase	of	the	exclusive	use	rights	for	an	additional	180	towers	by	the	end	of	2011,	subject	to	customary closing	conditions.	The	transaction	has	been	accounted	for	as	a	capital	lease,	with	the	aggregated	purchase	price	being	allocated	to	property	and	equipment	and	non- current	assets.

Joint	Venture	with	MTN	Group—On	December	6,	2010,	the	Company	entered	into	a	definitive	agreement	with	MTN	Group	Limited	("MTN	Group")	to	establish	a	joint venture	in	Ghana	("TowerCo	Ghana").	TowerCo	Ghana,	which	will	be	managed	by	the	Company,	will	be	owned	by	a	holding	company	of	which	a	wholly	owned American	Tower	subsidiary	will	hold	a	51%	share	and	a	wholly	owned	MTN	Group	subsidiary	("MTN	Ghana")	will	hold	a	49%	share.	The	transaction	involves	the	sale of	up	to	1,876	of	MTN	Ghana's	existing	sites	to

TowerCo	Ghana	for	an	agreed	purchase	price	of	up	to	approximately	$430	million,	of	which	the	Company	will	pay	up	to	approximately	$220	million	for	its	51%	stake	in the	holding	company.	MTN	Ghana	will	be	the	anchor	tenant,	on	commercial	terms,	on	each	of	the	towers	being	purchased.	The	Company	also	expects	that	TowerCo Ghana	will	build	at	least	an	additional	400	sites	for	both	MTN	Ghana	and	other	wireless	operators	in	Ghana	over	the	next	five	years.	The	Company	expects	to	close	on an	initial	tranche	of	towers	in	the	first	half	of	2011,	subject	to	customary	closing	conditions.

# 6.					LONG-TERM	OBLIGATIONS

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

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	prepay	the	Loan	in	whole	or	in	part	at	any	time	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	$49.2	million	held	in	the	reserve	accounts	as	of	December	31,	2010	is classified	as	restricted	cash	on	the	Company's	accompanying	consolidated	balance	sheet.

Revolving	Credit	Facility—	As	of	December	31,	2010,	the	Company	had	$300.0	million	outstanding	under	its	$1.25	billion	senior	unsecured	revolving	credit	facility ("Revolving	Credit	Facility")	and	has	approximately	$32.3	million	of	undrawn	letters	of	credit	outstanding.	In	March	2008,	the	Company	increased	its	borrowing	under the	Revolving	Credit	Facility	using	net	proceeds	from	its	term	loan,	as	discussed	below.	The	Company	continues	to	maintain	the	ability	to	draw	down	and	repay	amounts under	the	Revolving	Credit	Facility	in	the	ordinary	course.

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	London	Interbank	Offered	Rate	("LIBOR")	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.	As	of	December	31,	2010,	the	interest	rate	of	the	Revolving	Credit Facility,	not	taking	into	effect	the	Company's

derivative	financial	instruments,	was	0.92%.	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.

Term	Loan—In	March	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").	As	of	December	31,	2010,	the	Term	Loan	was	fully	drawn.	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.	As	of	December	31,	2010,	the	interest	rate	of	the	Term Loan,	not	taking	into	effect	the	Company's	derivative	financial	instruments,	was	1.06%.

XCEL	Credit	Facility—At	the	time	of	the	Company's	acquisition	of	XCEL	on	May	27,	2009,	a	4.8	billion	Indian	Rupee-denominated	credit	facility	("XCEL	Credit Facility")	was	in	place,	of	which	3.4	billion	Indian	Rupees	(approximately	$77.3	million)	was	outstanding.	In	April	2010,	the	Company	repaid	all	outstanding indebtedness	incurred	under	the	XCEL	Credit	Facility	and	terminated	the	XCEL	Credit	Facility	upon	repayment.

Colombian	Short-Term	Credit	Facility—In	connection	with	the	purchase	of	the	exclusive	rights	for	508	towers	from	Coltel,	the	Company	entered	into	a	72.8	billion Colombian	Peso-denominated	revolving	credit	facility	on	September	3,	2010.	On	November	24,	2010,	the	Company	increased	the	revolving	credit	facility	by	66.3 billion	Colombian	Pesos.	As	of	December	31,	2010,	139.1	billion	Colombian	Pesos	(approximately	$72.9	million)	were	outstanding	under	this	credit	facility.	The	initial credit	facility	matures	on	March	2,	2011	and	the	supplemental	credit	facility	matures	on	May	26,	2011.	Interest	accrues	at	a	rate	of	6.50%	and	is	payable	upon	maturity.

ETIPL	Debt—At	the	time	of	the	Company's	acquisition	of	ETIPL	on	August	6,	2010,	ETIPL	had	in	place	term	loans	principally	denominated	in	Indian	Rupees	in	an amount	equal	to	approximately	6.5	billion	Indian	Rupees,	and	a	working	capital	loan	in	an	amount	equal	to	approximately	297.5	million	Indian	Rupees	(approximately $147.8	million)	("ETIPL	Debt").	In	October	2010,	the	Company	repaid	and	terminated	all	of	the	outstanding	ETIPL	Debt.

Outstanding	Notes—The	following	is	a	description	of	the	Company's	outstanding	senior	and	convertible	notes	as	of	December	31,	2010	and	2009.

4.50%	Senior	Notes—The	4.50%	senior	notes	due	2018	("4.50%	Notes")	were	issued	during	the	year	ended	December	31,	2010	and	mature	on	January	15,	2018,	and interest	is	payable	semi-annually	in	arrears	on	January	15	and	July	15	of	each	year.	The	Company	may	redeem	the	4.50%	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.	The	supplemental	indenture	contains	certain covenants	that	restrict	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	its	subsidiaries'	abilities	to	incur	liens.	These	covenants	are	subject	to	a	number	of exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	supplemental	indenture.	If	the	Company	undergoes	a	change	of	control	and	ratings	decline	(in	the event	that	on	or	within	90	days	after	an	announcement	of	a	change	of	control,	both	of	its	current	investment	grade	credit	ratings	cease	to	be	investment	grade),	each	as defined	in	the	supplemental	indenture,	the	Company	will	be	required	to	offer	to	repurchase	all	of	the	4.50%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal amount,	plus	accrued	and	unpaid	interest	(including	additional	interest,	if	any)	up	to	but	not	including	the	repurchase	date.	The	4.50%	Notes	rank	equally	with	all	of	the Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	its	subsidiaries.

As	of	December	31,	2010,	the	Company	had	$999.2	million	net	($1.0	billion	aggregate	principal	amount)	outstanding	under	the	4.50%	Notes.	As	of	December	31,	2010, the	carrying	value	includes	a	discount	of	$0.8	million.

5.05%	Senior	Notes—The	5.05%	senior	notes	due	2020	("5.05%	Notes")	were	issued	during	the	year	ended	December	31,	2010	and	mature	on	September	1,	2020,	and interest	is	payable	semi-annually	in	arrears	on	March	1	and	September	1	of	each	year.	The	Company	may	redeem	the	5.05%	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.	The	supplemental	indenture	contains	certain covenants	that	restrict	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	its	subsidiaries'	abilities	to	incur	liens.	These	covenants	are	subject	to	a	number	of exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	supplemental	indenture.	If	the	Company	undergoes	a	change	of	control	and	ratings	decline	(in	the event	that	on	or	within	90	days	after	an	announcement	of	a	change	of	control,	both	of	its	current	investment	grade	credit	ratings	cease	to	be	investment	grade),	each	as defined	in	the	supplemental	indenture,	the	Company	will	be	required	to	offer	to	repurchase	all	of	the	5.05%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal amount,	plus	accrued	and	unpaid	interest	(including	additional	interest,	if	any)	up	to	but	not	including	the	repurchase	date.	The	5.05%	Notes	rank	equally	with	all	of	the Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	its	subsidiaries.

As	of	December	31,	2010,	the	Company	had	$699.2	million	net	($700.0	million	aggregate	principal	amount)	outstanding	under	the	5.05%	Notes.	As	of	December	31, 2010,	the	carrying	value	includes	a	discount	of	$0.8	million.

4.625%	Senior	Notes—The	4.625%	senior	notes	due	2015	("4.625%	Notes")	were	issued	during	the	year	ended	December	31,	2009	and	mature	on	April	1,	2015,	and interest	is	payable	semi-annually	in	arrears	on	April	1	and	October	1	of	each	year.	The	Company	may	redeem	the	4.625%	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.	The	indenture	for	the	4.625%	Notes	contains	certain covenants	that	limit	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	the	Company's	ability	and	the	ability	of	its	subsidiaries	to	incur	liens.	These	covenants are	subject	to	a	number	of	exceptions,	including	that	we	may	incur	certain	liens	on	assets,	mortgages

or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	liens	shall	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	indenture.	If	the	Company undergoes	a	change	of	control	and	ratings	decline	(in	the	event	that	on,	or	within	90	days	after,	an	announcement	of	a	change	of	control,	both	of	the	Company's	current investment	grade	credit	ratings	cease	to	be	investment	grade),	each	as	defined	in	the	indenture	for	the	4.625%	Notes,	it	may	be	required	to	repurchase	all	of	the	4.625% 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	4.625%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future indebtedness	and	other	obligations	of	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	semi-annually	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.	The	indenture	for	the	7.00%	Notes	contains	certain	covenants	that	restrict	the	Company's	ability	to merge,	consolidate	or	sell	assets	and	the	Company's	ability	and	the	ability	of	its	subsidiaries	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions, including	that	the	Company	and	its	subsidiaries	may	incur	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	liens	shall	not exceed	3.5x	Adjusted	EBITDA	as	defined	in	the	indenture.	If	the	Company	undergoes	a	change	of	control	and	ratings	decline	(in	the	event	that	on,	or	within	90	days after,	an	announcement	of	a	change	of	control,	both	of	the	Company's	current	investment	grade	credit	ratings	cease	to	be	investment	grade),	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	7.00%	Notes	rank	equally	with	all	of	the	Company's other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

7.25%	Senior	Notes—The	7.25%	senior	notes	due	2019	("7.25%	Notes")	were	issued	during	the	year	ended	December	31,	2009	and	mature	on	May	15,	2019,	and interest	is	payable	semi-annually	in	arrears	on	May	15	and	November	15	of	each	year.	The	Company	may	redeem	the	7.25%	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.	The	indenture	for	the	7.25%	Notes	contains certain	covenants	that	may	restrict	the	Company's	ability	to	merge,	consolidate	or	sell	assets	and	the	Company's	ability	and	the	ability	of	its	subsidiaries	to	incur	liens. These	covenants	are	subject	to	a	number	of	exceptions,	including	that	we	may	incur	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA	as	defined	in	the	indenture.	If	the	Company	undergoes	a	change	of	control	and	ratings	decline	(in	the	event that	on,	or	within	90	days	after,	an	announcement	of	a	change	of	control,	both	of	the	Company's	current	investment	grade	credit	ratings	cease	to	be	investment	grade), each	as	defined	in	the	indenture	for	the	7.25%	Notes,	the	Company	may	be	required	to	repurchase	all	of	the	7.25%	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	7.25%	Notes	rank	equally	with all	of	the	Company's	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	our	subsidiaries.

5.0%	Convertible	Notes—The	5.0%	convertible	notes	due	2010	("5.0%	Notes")	matured	on	February	15,	2010,	and	interest	was	payable	semiannually	on	February	15 and	August	15	of	each	year.	The	5.0%	Notes	were	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.

ATI	7.25%	Senior	Subordinated	Notes—The	ATI	7.25%	Notes	were	issued	with	a	maturity	of	December	1,	2011	and	interest	was	payable	semi-annually	in	arrears	on June	1	and	December	1	of	each	year.	The	ATI	7.25%	Notes	were	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	ranked	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	were	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,	2010,	ATI	issued	a	notice	for	the	redemption	of	the	principal	amount	of	its	outstanding	ATI	7.25%	Notes.	In	accordance	with	the redemption	provisions	and	the	indenture	for	the	ATI	7.25%	Notes,	the	notes	were	redeemed	at	a	price	equal	to	100.00%	of	the	principal	amount,	plus	accrued	and	unpaid interest	up	to,	but	excluding,	September	23,	2010,	for	an	aggregate	purchase	price	of	$0.3	million.

Capital	Lease	Obligations	and	Notes	Payable—The	Company's	capital	lease	obligations	and	notes	payable	approximated	$46.3	million	and	$59.0	million	as	of December	31,	2010	and	2009,	respectively.	These	obligations	bear	interest	at	rates	ranging	from	2.5%	to	9.3%	and	mature	in	periods	ranging	from	less	than	one	year	to approximately	seventy	years.

Maturities—As	of	December	31,	2010,	aggregate	carrying	value	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	estimated	to	be	(in thousands):

# 7.					OTHER	LONG-TERM	LIABILITIES

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

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Straight-line\trent | $210,302 | $194,003 |
| Unearned\trevenue | 89,886 | 63,419 |
| Asset\tretirement\tobligations\t(1) | 341,162 | 247,839 |
| Other\tmiscellaneous\tliabilities\t(1) | 167,419 | 164,241 |
| Balance\tas\tof\tDecember\t31, | $808,769 | $669,502 |

# 8.					ASSET	RETIREMENT	OBLIGATIONS

The	changes	in	the	carrying	value	of	the	Company's	asset	retirement	obligations	for	years	ended	December	31,	2010	and	2009	are	as	follows	(in	thousands):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $247,839 | $210,811 |
| Additions\t(1) | 71,399 | 23,659 |
| Revisions\tin\testimated\tcash\tflows,\tnet\tof\tsettlements | 3,341 | (2,163) |
| Accretion\texpense | 18,583 | 15,532 |
| Balance\tas\tof\tDecember\t31, | $341,162 | $247,839 |

As	of	December	31,	2010,	the	estimated	undiscounted	future	cash	outlay	for	asset	retirement	obligations	was	approximately	$966.3	million.

# 9.					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	(interest	rate	swaps).	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,	2010	and	2009	are	with	credit-worthy	institutions.	For	additional	information	regarding	the	Company's	derivative	financial	instruments, see	note	1.

As	of	December	31,	2010	and	2009,	the	carrying	amounts	of	the	Company's	derivative	financial	instruments,	along	with	the	estimated	fair	values	of	the	related liabilities	are	reflected	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheets,	are	as	follows	(in	thousands	except	percentages):

As	of	December	31,	2010,	the	Company	held	12	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,	2009,	the	Company	held	13	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.	During	the	year	ended	December	31,	2010,	one	of	the	outstanding contracts	matured.

During	the	years	ended	December	31,	2010	and	2009,	the	interest	rate	swap	agreements	held	by	the	Company	were	highly	effective	and	had	the	following	impact	on other	comprehensive	income	("OCI")	included	in	the	consolidated	balance	sheet	and	in	the	consolidated	statement	of	operations	(in	thousands):

In	May	2009,	the	Company	entered	into	a	foreign	currency	exchange	contract	to	hedge	the	foreign	currency	exposure	associated	with	its	acquisition	of	XCEL.	The foreign	currency	exchange	contract	was	not	designated	as	a	hedging	instrument	and	was	settled	upon	the	completion	of	the	acquisition	of	XCEL	on	May	27,	2009.	The settlement	resulted	in	a	gain	of	approximately	$1.7	million,	which	was	reflected	in	other	income	(expense)	in	the	accompanying	consolidated	statement	of	operations	for the	year	ended	December	31,	2009.

As	of	December	31,	2010	and	2009,	accumulated	other	comprehensive	(loss)	income	included	the	following	items	related	to	derivative	financial	instruments	(in thousands):

During	the	years	ended	December	31,	2010	and	2009,	the	Company	recorded	aggregate	net	unrealized	gains	of	approximately	$9.5	million	and	$4.8	million, respectively	(net	of	tax	provisions	of	approximately	$6.0	million	and	$3.0	million,	respectively)	in	accumulated	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	$0.1	million,	respectively	(net	of	income	tax	provisions	of	$0.1 million	and	$0.1	million,	respectively)	into	results	of	operations.	The	Company	is	amortizing	the	deferred	loss	on	the	settlement	of	the	treasury	rate	lock	as	additional interest	expense	over	the	term	of	the	7.00%	Notes,	and	is	amortizing	the	deferred	gain	on	the	settlement	of	interest	rate	swap	agreements	entered	into	in	connection	with the	Securitization	as	a	reduction	in	interest	expense	over	the	five-year	period	for	which	the	interest	rate	swaps	were	designated	as	hedges.

# 10.					FAIR	VALUE	MEASUREMENTS

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

(1) Consists	of	available-for-sale	securities	traded	on	active	markets	as	well	as	certain	Brazilian	Treasury	securities	that	are	highly	liquid	and	actively	traded	in	over- the-counter	markets.

(2) Consists	of	interest	rate	swap	agreements	based	on	LIBOR	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.

Cash	and	cash	equivalents	include	short-term	investments,	including	money	market	funds,	with	original	maturities	of	three	months	or	less	whose	fair	value	equaled	cost at	December	31,	2010	and	2009.

The	fair	value	of	the	Company's	interest	rate	swap	agreements	recorded	as	liabilities	is	included	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance sheets	as	of	December	31,	2010	and	2009.	Fair	valuations	of	the	Company's	interest	rate	swap	agreements	reflect	the	value	of	the	instrument	including	the	values associated	with	counterparty	risk	and	the	Company's	own	credit	standing.	The	Company	includes	in	the	valuation	of	the	derivative	instrument	the	value	of	the	net	credit differential	between	the	counterparties	to	the	derivative	contract.

Items	Measured	at	Fair	Value	on	a	Nonrecurring	Basis—During	the	year	ended	December	31,	2010,	long-lived	assets	held	and	used	with	a	carrying	value	of	$3,554.3 million	were	written	down	to	their	net	realizable	value,	resulting	in	an	asset	impairment	charge	of	$12.2	million.	During	the	year	ended	December	31,	2009,	long-lived assets	held	and	used	with	a	carrying	value	of	$3,116.4	million	were	written	down	to	their	net	realizable	value,	resulting	in	an	asset	impairment	charge	of	$12.4	million. These	adjustments	were	determined	by	comparing	the	estimated	proceeds	from	sales	of	assets	or	the	projected	future	discounted	cash	flows	to	be	provided	from	the long-lived	assets	(calculated	using	level	3	inputs)	to	the	asset's	carrying	value.

Fair	Value	of	Financial	Instruments—The	carrying	value	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,	2010	and	2009.	The	Company's	estimates	of	fair	value	of	its	long-term	obligations,	including	current portion,	are	based	primarily	upon	reported	market	values.	As	of	December	31,	2010,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	current portion,	were	$5.6	billion	and	$5.8	billion,	respectively.	As	of	December	31,	2009,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	current	portion, were	$4.2	billion	and	$4.3	billion,	respectively.

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.	The	Company's	state	tax	returns	reflect	different	combinations	of	the	Company's	subsidiaries	and	are	dependent	on	the	connection	each subsidiary	has	with	a	particular	state.	The	following	information	pertains	to	the	Company's	income	taxes	on	a	consolidated	basis.

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

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $— | $(6,508) | $— |
| State | (6,090) | (5,623) | (5,207) |
| Foreign | 11,928 | (13,654) | (37,789) |
| Deferred: |  |  |  |
| Federal | (191,393) | (156,282) | (97,528) |
| State | (14,446) | (8,412) | (11,591) |
| Foreign | 17,512 | 7,914 | 16,606 |
| Income\ttax\tprovision | $(182,489) | $(182,565) | $(135,509) |

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

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| United\tStates | $536,188 | $407,112 | $295,139 |
| Foreign | 19,837 | 14,375 | 76,781 |
| Total | $556,025 | $421,487 | $371,920 |

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

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35% | 35% | 35% |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 3 | 3 | 4 |
| Non-deductible\tstock\tcompensation | 1 | 1 | 1 |
| Foreign\ttaxes | \t— | 3 | 3 |
| Changes\tin\tuncertain\ttax\tpositions | (2) | (4) | 2 |
| Valuation\tallowance | \t— | \t— | (2) |
| Foreign\tcurrency\tgains | \t— | 3 | (7) |
| Audit\tsettlement | \t— | 2 | \t— |
| Reorganization\tof\tfinancing\tentity | (6) | \t— | \t— |
| Other | 2 | \t— | \t— |
| Effective\ttax\trate | 33% | 43% | 36% |

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

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Allowances,\taccruals\tand\tother\titems\tnot\tcurrently\tdeductible | $13,165 | $21,771 |
| Net\toperating\tloss\tcarryforwards | 173,062 | 173,062 |
| Current\tdeferred\tliabilities | (9,044) | (10,316) |
| Subtotal | 177,183 | 184,517 |
| Less:\tValuation\tallowance | (13,491) | — |
| Net\tshort-term\tdeferred\ttax\tassets | $163,692 | $184,517 |
| Long-term\titems: |  |  |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | 157,869 | 318,557 |
| Basis\tstep-up\tfrom\tcorporate\trestructuring\tand\ttax\tplanning\tstrategies | 22,123 | 31,358 |
| Accrued\tasset\tretirement\tobligations | 98,519 | 81,573 |
| Stock-based\tcompensation | 23,428 | 35,549 |
| Deferred\trevenue | 77,564 | 61,708 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 148,709 | 97,066 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (372,117) | (297,321) |
| Deferred\trent | (88,623) | (62,703) |
| Other | (42,354) | (28,919) |
| Subtotal | 25,118 | 236,868 |
| Less:\tValuation\tallowance | (34,716) | (47,816) |
| Net\tlong-term\tdeferred\ttax\t(liabilities)\tassets | $(9,598) | $189,052 |

The	valuation	allowance	increased	from	$47.8	million	as	of	December	31,	2009	to	$48.2	million	as	of	December	31,	2010.	The	increase	was	primarily	due	to	valuation allowances	on	foreign	loss	carryforwards.

At	December	31,	2010,	the	Company	has	provided	a	valuation	allowance	of	approximately	$48.2	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.

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	Company's	deferred	tax	assets	as	of	December	31,	2010	and	2009	in	the	table	above	do	not	include	$122.1	million	and	$113.9	million,	respectively,	of	excess	tax benefits	from	the	exercises	of	employee	stock	options	that	are	a	component	of	net	operating	losses.	Total	stockholders'	equity	as	of	December	31,	2010	will	be	increased by	$122.1	million	if	and	when	any	such	excess	tax	benefits	are	ultimately	realized.

At	December	31,	2010,	the	Company	had	net	federal	and	state	operating	loss	carryforwards	available	to	reduce	future	federal	and	state	taxable	income	of	approximately $1.2	billion,	including	losses	related	to	employee	stock	options	of	$0.3	billion.	If	not	utilized,	the	Company's	net	operating	loss	carryforwards	expire	as	follows	(in thousands):

| Years	ended	December	31, | Federal | State | Foreign |
| :--- | :--- | :--- | :--- |
| 2011\tto\t2015 | $— | $— | $503 |
| 2016\tto\t2020 | — | 331,315 | 5,509 |
| 2021\tto\t2025 | 774,209 | 576,780 | — |
| 2026\tto\t2030 | 423,398 | 279,908 | 92,412 |
| Total | $1,197,607 | $1,188,003 | $98,424 |

In	addition,	the	Company	has	Mexican	tax	credits	of	$5.2	million	which	if	not	utilized	would	expire	in	2017.

As	of	December	31,	2010,	the	total	amount	of	unrecognized	tax	benefits	that	would	impact	the	effective	tax	rate,	if	recognized,	was	$33.0	million.	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	$3.0 million.	A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	are	as	follows	for	the	years	ended	December	31,	(in	thousands):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $87,975 | $94,076 | $65,906 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 10,101 | 5,640 | \t 35,658 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 11,109 | 592 | 3,162 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (30,855) | — | (437) |
| Foreign\tcurrency | 735 | 905 | (5,967) |
| Settlements\twith\ttax\tauthorities | — | (2,999) | (3,103) |
| Reduction\tas\ta\tresult\tof\tthe\tlapse\tof\tstatute\tlimitations | (53) | (10,239) | (1,143) |
| Balance\tat\tDecember\t31, | $79,012 | $87,975 | $94,076 |
| Cash\tadvance\tin\tconnection\twith\tproposed\tsettlement | — | — | (2,412) |
| Balance\tat\tDecember\t31,\tnet\tof\tcash\tadvances | $79,012 | $87,975 | $91,664 |

During	the	years	ended	December	31,	2010	and	2009,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed,	which	resulted	in	a	decrease	of	$0.05	million and	$10.2	million,	respectively,	in	the	liability	for	uncertain	tax	benefits,	all	of	which	reduced	the	income	tax	provision.

During	the	year	ended	December	31,	2010,	the	Company	recorded	penalties	and	tax-related	interest	expense	to	the	tax	provision	of	$2.3	million.	During	the	year	ended December	31,	2009,	the	Company	recorded	penalties	and	tax-related	interest	income	of	$14.1	million.	During	the	year	ended	December	31,	2008,	the	Company recorded	penalties	and	tax-related	interest	expense	of	$3.8	million.	As	of	December	31,	2010	and	2009,	the	total	unrecognized	tax	benefits	included	in	other	long-term liabilities	in	the	consolidated	balance	sheets	were	$26.0	million	and	$16.5	million,	respectively.	As	of	December	31,	2010	and	2009,	the	total	amount	of	accrued	income tax-related	interest	and	penalties	included	in	other	long-term	liabilities	in	the	consolidated	balance	sheets	were	$18.0	million	and	$15.2	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	reserve	of	$35.7	million	due	to	potential	uncertainties	in	sustaining	the	tax	deduction with	applicable	taxing	jurisdictions.

The	Company	files	numerous	consolidated	and	separate	income	tax	returns,	including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns.	The	Company	is	subject to	examination	in	various	U.S.	state	jurisdictions	for	certain	tax	years.	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	U.S.	federal	income	tax examinations	for	tax	years	2004	and	2005	were	concluded	during	the	year	ended	December	31,	2009.	Upon	conclusion	of	the	examinations,	the	Company	recognized additional	income	tax	expense	of	$10.0	million	relating	to	the	disallowance	of	certain	deductions,	which	is	reflected	in	the	accompanying	consolidated	statement	of operations	for	the	year	ended	December	31,	2009.

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,	2010.

# 12.				STOCK-BASED	COMPENSATION

The	Company	recognized	stock-based	compensation	of	$52.6	million,	$60.7	million	and	$54.8	million	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively.	Stock-based	compensation	for	the	year	ended	December	31,	2009	included	$6.9	million	related	to	the	modification	of	the	vesting	and	exercise	terms	for certain	employee's	equity	awards.	The	Company	did	not	capitalize	any	stock-based	compensation	during	the	years	ended	December	31,	2010	and	2009.

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.	Under	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,	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	typically	vest	ratably	over	various	periods,	generally	four	years,	and	generally	expire	ten	years	from the	date	of	grant.

Stock	Options—As	of	December	31,	2010,	the	Company	had	the	ability	to	grant	stock-based	awards	with	respect	to	an	aggregate	of	22.0	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.

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

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 1.41%\t–\t2.39% | 1.41%\t–\t2.04% | 1.44%\t–\t3.05% |
| Weighted\taverage\trisk-free\tinterest\trate | 2.35% | 1.71% | 1.89% |
| Expected\tlife\tof\toption\tgrants | 4.60\tyears | 4.00\tyears | 4.00\tyears |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 37.11%\t–\t37.48% | 36.00%\t–\t36.63% | 28.51%\t–\t35.30% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 37.14% | 36.23% | 29.10% |
| Expected\tannual\tdividends | N/A | N/A | N/A |

The	weighted	average	grant	date	fair	value	per	share	during	the	years	ended	December	31,	2010,	2009	and	2008	was	$15.03,	$8.90	and	$9.55,	respectively.	The	intrinsic value	of	stock	options	exercised	during	the	years	ended	December	31,	2010,	2009	and	2008	was	$62.7	million,	$40.1	million	and	$99.1	million,	respectively.	As	of December	31,	2010,	total	unrecognized	compensation	expense	related	to	unvested	stock	options	was	approximately	$27.7	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	$129.1	million	during	the year	ended	December	31,	2010.	During	the	year	ended	December	31,	2010,	the	Company	realized	approximately	$0.3	million	of	state	tax	benefits	from	the	exercise	of stock	options.

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\tJanuary\t1,\t2010 | \t11,434,178 | $31.81 |  |  |
| Granted | 1,111,683 | 43.30 |  |  |
| Exercised | \t (4,239,394) | 30.45 |  |  |
| Forfeited | (308,955) | 36.22 |  |  |
| Expired | (34,946) | 35.39 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2010 | 7,962,566 | $33.96 | 6.35 | $140.80 |
| Exercisable\tas\tof\tDecember\t31,\t2010 | 4,259,647 | $31.49 | 5.20 | $85.85 |
| Vested\tor\texpected\tto\tvest\tas\tof\tDecember\t31,\t2010 | 7,960,879 | $33.96 | 6.35 | $140.78 |

The	following	table	sets	forth	information	regarding	options	outstanding	at	December	31,	2010:

| Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Exercisable | Options	Exercisable |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Outstanding\nNumber\tof\nOptions | Range\tof\tExercise\nPrice\tPer\tShare | Weighted\nAverage\tExercise\nPrice\tPer\tShare | Weighted\tAverage\nRemaining\tLife\n(Years) | Options\nExercisable | Weighted\nAverage\tExercise\nPrice\tPer\tShare |
| 845,923 | $\t\t1.55\t—\t$18.60 | $15.76 | 3.77 | 845,923 | $15.76 |
| 245,965 | \t\t20.93\t—\t\t\t27.86 | 23.80 | 5.82 | 180,965 | 23.06 |
| 1,119,308 | \t\t28.39\t—\t\t\t31.09 | 28.49 | 8.21 | 165,957 | 28.45 |
| 3,071,230 | \t\t31.50\t—\t\t\t37.52 | 35.19 | 5.32 | 2,201,661 | 34.55 |
| 851,875 | \t\t37.65\t—\t\t\t37.70 | 37.70 | 6.41 | 311,875 | 37.70 |
| 1,419,552 | \t\t38.06\t—\t\t\t43.11 | 42.66 | 8.46 | 293,866 | 42.26 |
| 408,713 | \t\t44.88\t—\t\t\t51.03 | 45.42 | 7.24 | 259,400 | 44.92 |
| 7,962,566 | $\t\t1.55\t—\t$51.03 | $33.96 | 6.35 | 4,259,647 | $31.49 |

Restricted	Stock	Units—During	the	year	ended	December	31,	2010,	the	Company	granted	restricted	stock	units	with	respect	to	0.9	million	shares	of	its	Common	Stock pursuant	to	the	2007	Plan.	Restricted	stock	units	typically	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,	2010:

|  | Number	of<br>Units | Weighted	Average	Grant<br>Date	Fair	Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2010 | \t2,026,032 | $31.98 |
| Granted | 949,568 | 43.47 |
| Vested | (580,091) | 32.78 |
| Forfeited | (195,284) | 35.70 |
| Outstanding\tas\tof\tDecember\t31,\t2010 | \t2,200,225 | $36.41 |
| Expected\tto\tvest,\tnet\tof\testimated\tforfeitures,\tas\tof\tDecember\t31,\t2010 | \t2,142,383 | $36.38 |

As	of	December	31,	2010,	total	unrecognized	compensation	expense	related	to	unvested	restricted	stock	units	granted	under	the	2007	Plan	was	$57.5	million	and	is expected	to	be	recognized	over	a	weighted	average	period	of	approximately	two	years.

Employee	Stock	Purchase	Plan	—The	Company	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	2010,	2009	and	2008	offering	periods	employees	purchased	75,354,	77,509	and	55,764	shares, respectively,	at	weighted	average	prices	per	share	of	$34.16,	$23.91	and	$30.08,	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	2010, 2009	and	2008	was	$9.43,	$6.65	and	$7.89,	respectively.	At	December	31,	2010,	8.7	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:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 0.22%\t\t-\t\t0.23% | 0.29%\t-\t0.44% | 1.99%\t-\t3.28% |
| Weighted\taverage\trisk-free\tinterest\trate | 0.22% | 0.38% | 2.58% |
| Expected\tlife\tof\tshares | 6\tmonths | 6\tmonths | 6\tmonths |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 35.26%\t-\t35.27% | 35.31%\t-\t36.63% | 27.85%\t-\t28.51% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 35.26% | 35.83% | 28.51% |
| Expected\tannual\tdividends | N/A | N/A | N/A |

# 13.				STOCKHOLDERS'	EQUITY

Warrants—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 none	and	1.7	million	shares	of	Common	Stock	remained	outstanding	as	of	December	31,	2010	and	2009,	respectively.	These	warrants	expired	on	February	10,	2010.

Stock	Repurchase	Program—During	the	year	ended	December	31,	2010,	the	Company	repurchased	an	aggregate	of	approximately	9.3	million	shares	of	its	Common Stock	for	an	aggregate	of	$420.8	million,	including	commissions	and	fees,	of	which	$418.6	million	was	paid	in	cash	prior	to	December	31,	2010	and	$2.2	million	was included	in	accounts	payable	and	accrued	expenses	in	the	accompanying	consolidated	balance	sheet	as	of	December	31,	2010,	pursuant	to	its	publicly	announced	stock repurchase	program,	as	described	below.

In	February	2008,	the	Company's	Board	of	Directors	approved	a	$1.5	billion	stock	repurchase	program	(the	"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.	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.

Between	January	1,	2011	and	February	11,	2011,	the	Company	repurchased	approximately	1.1	million	shares	of	its	Common	Stock	for	an	aggregate	of	$58.0	million, including	commissions	and	fees.	As	of	February	11,	2011,	the	Company	had	repurchased	a	total	of	30.9	million	shares	of	its	Common	Stock	for	an	aggregate	of	$1.2 billion,	including	commissions	and	fees	pursuant	to	the	Buyback.	The	Company	expects	to	continue	to	manage	the	pacing	of	the	remaining	$273.1	million	under	the Buyback	in	response	to	general	market	conditions	and	other	relevant	factors.

3.25%	Convertible	Notes—During	the	year	ended	December	31,	2008,	the	Company	issued	a	notice	for	the	redemption	of	all	of	its	outstanding	3.25%	convertible	notes due	August	1,	2010	("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	$4.7	million	of	the	outstanding	3.25%	Notes	converted	their	notes	into	an	aggregate	of	approximately	0.4	million	shares	of	the	Company's	Common	Stock prior	to	redemption.	As	a	result,	as	of	August	6,	2008,	none	of	the	3.25%	Notes	remained	outstanding.	The	Company	recorded	a	charge	of	$0.2	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,	2008.

3.00%	Convertible	Notes—During	the	year	ended	December	31,	2009,	the	Company	issued	a	notice	for	the	redemption	of	the	remaining	$162.2	million	aggregate principal	amount	of	its	3.00%	Notes.	In	accordance	with	the	conversion	provisions	and	the	indenture	for	the	3.00%	Notes,	holders	of	the	3.00%	Notes	had	the	right	at any	time	up	to	and	including,	but	not	after	the	close	of	business	on	August	26,	2009,	to	convert	their	3.00%	Notes	into	shares	of	Common	Stock	at	a	conversion	rate	of 48.7805	shares	per	$1,000	principal	amount	of	notes.	Holders	of	approximately	$162.1	million	of	the	3.00%	Notes	converted	their	notes	into	an	aggregate	of	7,908,316 shares	of	Common	Stock	prior	to	redemption.	In	accordance	with	the	redemption	provisions	and	the	indenture	for	the	3.00%	Notes,	the	remaining	3.00%	Notes	were redeemed	at	a	price	equal	to	101.125%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	up	to,	but	excluding,	August	27,	2009,	for	an	aggregate	purchase	price of	$0.1	million.	Upon	completion	of	this	redemption,	none	of	the	3.00%	Notes	remained	outstanding.

# 14.				IMPAIRMENTS,	NET	LOSS	ON	SALE	OF	LONG-LIVED	ASSETS

During	the	years	ended	December	31,	2010,	2009	and	2008,	the	Company	recorded	impairments	and	net	loss	on	sale	of	long-lived	assets	(primarily	related	to	its domestic	rental	and	management	segment)	of	$16.7	million,	$12.6	million	and	$11.2	million,	respectively.	Included	in	these	amounts	are	impairment	charges	to	write down	certain	assets	to	net	realizable	value	after	an	indicator	of	impairment	had	been	identified	of	approximately	$12.2	million,	$12.4	million	and	$6.8	million	for	the years	ended	December	31,	2010,	2009	and	2008,	respectively.	Also	included	in	these	amounts	are	net	losses	associated	with	the	sale	or	disposal	of	certain	non-core towers	and	other	assets	and	other	miscellaneous	items	of	$4.5	million,	$0.2	million	and	$4.4	million	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively.

# 15.				EARNINGS	PER	COMMON	SHARE

Basic	income	from	continuing	operations	per	common	share	represents	income	from	continuing	operations	attributable	to	American	Tower	Corporation	divided	by	the weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	income	from	continuing	operations	per	common	share	represents	income	from continuing	operations	attributable	to	American	Tower	Corporation	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.

The	following	table	sets	forth	basic	and	diluted	income	from	continuing	operations	per	common	share	computational	data	for	the	years	ended	December	31,	2010,	2009 and	2008	(in	thousands,	except	per	share	data):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $372,906 | $238,416 | $236,264 |
| Effect\tof\tconvertible\tnotes | — | 1,734 | 5,224 |
| Income\tavailable\tto\tcommon\tshareholders,\tas\tadjusted\tfor\tdiluted\tearnings | $372,906 | $240,150 | $241,488 |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | 401,152 | 398,375 | 395,947 |
| Dilutive\tsecurities: |  |  |  |
| Stock\toptions,\twarrants\tand\tconvertible\tnotes | 2,920 | 8,573 | 22,410 |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | 404,072 | 406,948 | 418,357 |
| Basic\tincome\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation\tper\tcommon\tshare | $0.93 | $0.60 | $0.60 |
| Diluted\tincome\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation\tper\tcommon\tshare | $0.92 | $0.59 | $0.58 |

For	the	years	ended	December	31,	2010,	2009	and	2008,	the	weighted	average	number	of	common	shares	outstanding	excludes	shares	issuable	upon	conversion	of	the Company's	convertible	notes	of	0.1	million,	1.2	million	and	1.2	million,	respectively,	and	stock	options	and	share	based	awards	of	1.1	million,	9.5	million	and 6.3	million,	respectively,	as	the	effect	would	be	anti-dilutive.

# 16.				COMMITMENTS	AND	CONTINGENCIES

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	below,	there	are	no	matters	currently	pending	that	would,	in	the	event	of	an	adverse	outcome; materially	impact	the	Company's	consolidated	financial	position,	results	of	operations	or	liquidity.

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	requesting	documents	and	other	information	related	to	Company	stock	option grants	and	stock	option	practices.	On	December	17,	2010,	the	SEC	notified	the	Company	that	it	did	not	intend	to	recommend	any	enforcement	action.

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	the	necessary	jurisdiction over	SCI.	Following	several	decisions	by	Mexican	appellate	courts,	including	the	Supreme	Court	of	Mexico,	and	related	appeals	by	both	parties,	an	intermediate appellate	court	issued	a	new	decision	that	would,	if	enforceable,	reimpose	liability	on	SCI	in	September	2010.	In	its	decision,	the	intermediate	appellate	court	identified potential	damages	of	approximately	$6.7	million,	and	on	October	14,	2010,	the	Company	filed	a	new	constitutional	appeal	to	again	dispute	the	decision.	As	a	result,	at this	stage	of	the	proceeding,	the	Company	is	unable	to	determine	whether	the	liability	imposed	on	SCI	by	the	September	2010	decision	will	survive	or	to	estimate	its share,	if	any,	of	that	potential	liability	if	the	decision	survives	the	pending	appeal.

XCEL	Litigation—On	June	3,	2010,	Horse-Shoe	Capital	("Horse-Shoe"),	a	company	formed	under	the	laws	of	the	Republic	of	Mauritius,	filed	a	complaint	in	the Supreme	Court	of	the	State	of	New	York,	New	York	County,	with	respect	to	Horse-Shoe's	sale	of	XCEL	to	American	Tower	Mauritius	("AT	Mauritius"),	the Company's	wholly-owned	subsidiary	formed	under	the	laws	of	the	Republic	of	Mauritius.	The	complaint	names	AT	Mauritius,	ATI	and	the	Company	as	defendants, and	the	dispute	concerns	the	timing	and	amount	of	distributions	to	be	made	by	AT	Mauritius	to	Horse-Shoe	from	a	$7.5	million	holdback	escrow	account	and	a	$15.7 million	tax	escrow	account,	each	established	by	the	transaction	agreements	at	closing.	The	complaint	seeks	release	of	the	entire	holdback	escrow	account,	plus	an additional	$2.8	million,	as	well	as	the	release	of	approximately	$12.0	million	of	the	tax	escrow	account.	The	complaint	also	seeks	punitive	damages	in	excess	of	$69.0 million.	The	Company	filed	an	answer	to	the	complaint	in	August	2010,	disputing	both	the	amounts	alleged	to	be	owed	under	the	escrow	agreements	as	well	as	the timing	of	the	escrow	distributions.	The	Company	also	asserted	in	its	answer	that	the	demand	for	punitive	damages	is	meritless.	The	parties	have	filed	cross-motions	for summary	judgment	concerning	the	release	of	the	tax	escrow	account	and	in	January	2011	the	court	granted	the	Company's	motion	for	summary	judgment,	finding	no obligation	for	the	Company	to	release	the	disputed	portion	of	the	tax	escrow	until	2013.	Other	claims	are	pending.	The	Company	is	vigorously	defending	the	lawsuit.

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

Future	minimum	rental	payments	under	non-cancellable	operating	leases	include	payments	for	certain	renewal	periods	at	the	Company's	option	because	failure	to	renew could	result	in	a	loss	of	the	applicable	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,	2010	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,	2010,	2009	and	2008	approximated $300.0	million,	$275.1	million	and	$263.9	million,	respectively.

Future	minimum	payments	under	capital	leases	in	effect	at	December	31,	2010	are	as	follows	(in	thousands):

Tenant	Leases—The	Company's	lease	agreements	with	its	tenants	vary	depending	upon	the	region	and	the	industry	of	the	tenant.	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	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru,	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	tenant.

Future	minimum	rental	receipts	expected	from	tenants	under	non-cancellable	operating	lease	agreements	in	effect	at	December	31,	2010	are	as	follows	(in	thousands):

AT&T	Transaction—The	Company	has	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	Company's	securitization	transaction.	The	average term	of	the	lease	or	sublease	for	all	sites	at	the	inception	of	the	agreement	was	approximately	27	years,	assuming	renewals	or	extensions	of	the	underlying	ground	leases for	the	sites.	The	Company	has	the	option	to	purchase	the	sites	subject	to	the	applicable	lease	or	sublease	upon	its	expiration.	Each	tower	is	assigned	to	an	annual tranche,	ranging	from	2013	to	2032,	which	represents	the	outside	expiration	date	for	the	sublease	rights	to	that	tower.	The	purchase	price	for	each	site	is	a	fixed	amount stated	in	the	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	$453.7	million	as	of	December	31,	2010,	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	the	Company	prior	to	June	30,	2020,	AT&T	will	continue	to	lease	the	reserved	space	at	the	then-current	monthly	fee which

shall	escalate	in	accordance	with	the	standard	master	lease	agreement	until	June	30,	2020.	Thereafter,	AT&T	shall	have	the	right	to	renew	such	lease	for	up	to	four successive	five-year	terms.	For	all	such	sites	purchased	by	the	Company	subsequent	to	June	30,	2020,	AT&T	has	the	right	to	continue	to	lease	the	reserved	space	for successive	one	year	terms	at	a	rent	equal	to	the	lesser	of	the	agreed	upon	market	rate	and	the	then	current	monthly	fee,	which	is	subject	to	an	annual	increase	based	on changes	in	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	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	each	tower	at	the	expiration	of	the	applicable sublease,	which	will	occur	in	tranches	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	applicable	sublease.	The	aggregate	purchase	option price	for	the	subleased	towers	was	approximately	$65.2	million	as	of	December	31,	2010.	At	ALLTEL's	option,	at	the	expiration	of	the	sublease,	the	purchase	price would	be	payable	in	cash	or	with	769	shares	of	the	Company's	Common	Stock	per	tower.

Guarantees	and	Indemnifications—The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	guarantee	or indemnify	third	parties	for	certain	claims.	The	Company	has	also	entered	into	purchase	and	sale	agreements	relating	to	the	sale	or	acquisition	of	assets	containing customary	indemnification	provisions.	The	Company's	indemnification	obligations	under	these	agreements	generally	are	limited	solely	to	damages	resulting	from breaches	of	representations	and	warranties	or	covenants	under	the	applicable	agreements,	but	do	not	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,	2010,	is	not	aware	of	any	agreements	that	could	result	in	a	material	payment.

Other	Contingencies—The	Company	is	subject	to	income	tax	and	other	taxes	in	the	geographic	areas	where	it	operates,	and	periodically	receives	notifications	of	audits, assessments	or	other	actions	by	taxing	authorities.	The	Company	evaluates	the	circumstances	of	each	notification	based	on	the	information	available,	and	records	a liability	for	any	potential	outcome	that	is	probable	or	more	likely	than	not	unfavorable,	if	the	liability	is	also	reasonably	estimable.

# 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):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tduring\tthe\tperiod\tfor\tinterest | $219,408 | $242,649 | $248,551 |
| Cash\tpaid\tduring\tthe\tperiod\tfor\tincome\ttaxes\t(net\tof\trefunds) | 36,381 | 40,214 | 35,062 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| Conversion\tof\tconvertible\tnotes\t(excluding\tloss\ton\tretirement) | — | \t 160,331 | \t 198,545 |
| Increase\t(decrease)\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\tand |  |  |  |
| construction\tactivities | 11,253 | (6,555) | (5,593) |
| Purchases\tof\tproperty,\tplant\tand\tequipment\tunder\tcapital\tleases | 2,200 | 2,215 | 1,439 |

# 18.				BUSINESS	SEGMENTS

The	Company's	primary	business	is	leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast companies.	This	business	is	referred	to	as	the	Company's	rental	and	management	operations.	The	Company's	rental	and	management	operations	are	comprised	of domestic	and	international	segments.	The	Company's	network	development	services	segment	offers	tower-related	services	domestically,	including	site	acquisition, zoning	and	permitting	services	and	structural	analysis	services,	which	primarily	support	its	site	leasing	business	and	the	addition	of	new	tenants	and	equipment	on	its sites.	Prior	to	the	fourth	quarter	of	2010,	the	Company	aggregated	its	domestic	and	international	rental	and	management	segments	under	its	rental	and	management operations.	Increased	expansion	activity	in	international	markets	and	changes	to	its	organizational	structure	have	led	the	Company	to	separately	disclose	its	rental	and management	operations	in	two	reportable	segments:

•	 Domestic:	consisting	of	rental	and	management	operations	in	the	United	States;	and

•International:	consisting	of	rental	and	management	operations	in	Brazil,	Chile,	Colombia,	India,	Mexico	and	Peru.

The	Company	has	applied	the	aggregation	criteria	to	operations	within	the	international	rental	and	management	operating	segments	on	a	basis	consistent	with management's	review	of	information	and	performance	evaluation.

In	addition	to	the	rental	and	management	segments	indicated	above,	the	Company	will	also	maintain	its	network	development	services	operating	segment,	as	this operating	segment	is	a	strategic	business	unit	that	offers	different	services	from	the	rental	and	management	operating	segments	and	requires	different	resources,	skill	set and	marketing	strategies.	Accordingly,	the	Company	has	restated	its	segment	reporting	for	all	periods	presented	to	conform	to	the	conclusions	reached	with	respect	to the	changes	to	its	rental	and	management	reportable	segments.

The	accounting	policies	applied	in	compiling	segment	information	below	are	similar	to	those	described	in	the	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	other	operating	expenses.	The	Company	defines segment	operating	profit	as	segment	gross	margin	less	selling,	general,	administrative	and	development	expense	attributable	to	the	segment,	excluding	stock-based

compensation	expense	and	corporate	expenses.	For	reporting	purposes,	the	international	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),	net	income	attributable	to	noncontrolling	interest,	income	(loss)	on	equity	method	investments,	income taxes	and	discontinued	operations.	The	categories	of	expenses	indicated	above,	such	as	depreciation,	have	been	excluded	from	segment	operating	performance	as	they are	not	considered	in	the	review	of	information	or	the	evaluation	of	results	by	management.	The	changes	to	reportable	segments	have	not	changed	the	computation	of segment	gross	margin	or	segment	operating	profit.	There	are	no	significant	revenues	resulting	from	transactions	between	the	Company's	operating	segments.	All intercompany	transactions	are	eliminated	to	reconcile	segment	results	and	assets	to	the	consolidated	statements	of	operations	and	consolidated	balance	sheets.

Summarized	financial	information	concerning	the	Company's	reportable	segments	for	the	years	ended	December	31,	2010,	2009	and	2008	is	shown	in	the	tables	below. The	Other	column	below	represents	amounts	excluded	from	specific	segments,	such	as	business	development	operations,	stock-based	compensation	expense	and corporate	expenses	included	in	selling,	general,	administrative	and	development	expense;	other	operating	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,	noncontrolling	interest	and income	(loss)	on	equity	method	investments	that	are	not	utilized	in	assessing	each	unit's	performance.

|  | Rental	and	Management | Rental	and	Management |  | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2010 | Domestic | International | Total\tRental\tand\nManagement | Development\nServices | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $1,565,474 | $370,899 | $1,936,373 | $48,962 |  | $1,985,335 |
| Segment\toperating\texpenses | 325,360 | 122,269 | 447,629 | 26,957 |  | 474,586 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,212 | 14,212 | — |  | 14,212 |
| Segment\tgross\tmargin | 1,240,114 | 262,842 | 1,502,956 | 22,005 |  | 1,524,961 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment |  |  |  |  |  |  |
| expense | 62,295 | 45,877 | 108,172 | 6,312 |  | 114,484 |
| Segment\toperating\tprofit | $1,177,819 | $216,965 | $1,394,784 | $15,693 |  | $1,410,477 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | $115,285 | 115,285 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 460,726 | 460,726 |
| Other\texpense\t(principally\tinterest\texpense) |  |  |  |  | 278,441 | 278,441 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\nincome\ton\tequity\tmethod\tinvestments |  |  |  |  |  | $556,025 |
| Capital\texpenditures | $260,739 | $68,827 | $329,566 | $5,496 | $11,602 | $346,664 |
| Goodwill | $2,209,094 | $281,201 | $2,490,295 | $— | $— | $2,490,295 |

|  | Rental	and	Management | Rental	and	Management |  | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2009 | Domestic | International | Total\tRental\tand\nManagement | Development\nServices | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $1,408,352 | $260,068 | $1,668,420 | $55,694 |  | $1,724,114 |
| Segment\toperating\texpenses | 312,002 | 71,988 | 383,990 | 32,385 |  | 416,375 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,210 | 14,210 | — |  | 14,210 |
| Segment\tgross\tmargin | 1,096,350 | 202,290 | 1,298,640 | 23,309 |  | 1,321,949 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment |  |  |  |  |  |  |
| expense | 55,635 | 30,551 | 86,186 | 5,816 |  | 92,002 |
| Segment\toperating\tprofit | $1,040,715 | $171,739 | $1,212,454 | $17,493 |  | 1,229,947 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | $109,692 | 109,692 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 414,619 | 414,619 |
| Other\texpense\t(principally\tinterest\texpense) |  |  |  |  | 284,149 | 284,149 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\nincome\ton\tequity\tmethod\tinvestments |  |  |  |  |  | $421,487 |
| Capital\texpenditures | $148,071 | $87,397 | $235,468 | $7,272 | $7,522 | $250,262 |
| Goodwill | $2,190,591 | $59,947 | $2,250,538 | $— | $— | $2,250,538 |

|  | Rental	and	Management | Rental	and	Management | Total	Rental | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | and | Development |  |  |
| Year\tEnded\tDecember\t31,\t2008 | Domestic | International | Management | Services | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $1,320,530 | $226,505 | $1,547,035 | $46,469 |  | $ 1,593,504 |
| Segment\toperating\texpenses | 304,325 | 58,699 | 363,024 | 26,831 |  | 389,855 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,253 | 14,253 | — |  | 14,253 |
| Segment\tgross\tmargin | 1,016,205 | 182,059 | 1,198,264 | 19,638 |  | 1,217,902 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | 51,666 | 16,438 | 68,104 | 4,351 |  | 72,455 |
| Segment\toperating\tprofit | $964,539 | $165,621 | $1,130,160 | $15,287 |  | 1,145,447 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | $107,919 | 107,919 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 405,332 | 405,332 |
| Other\texpense\t(principally\tinterest\texpense) |  |  |  |  | 260,276 | 260,276 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\ton\nequity\tmethod\tinvestments |  |  |  |  |  | $371,920 |
| Capital\texpenditures | $130,042 | $105,583 | $235,625 | $2,287 | $5,572 | $243,484 |
| Goodwill | $2,186,233 | $— | $2,186,233 | $— | $— | $ 2,186,233 |

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

|  | December	31, |  |
| :--- | :--- | :--- |
|  | 2010 | 2009(1) |
| Domestic\trental\tand\tmanagement | $7,082,728 | $6,820,642 |
| International\trental\tand\tmanagement | 2,092,716 | 1,094,954 |
| Network\tdevelopment\tservices | 36,763 | 39,735 |
| Other | 1,155,807 | 564,600 |
|  | $10,368,014 | $8,519,931 |

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	geographic	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):

|  | 2010 | December	31,<br>2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Operating\tRevenues: |  |  |  |
| United\tStates | $1,614,436 | $1,463,744 | $1,366,685 |
| International: |  |  |  |
| Brazil | 104,922 | 85,013 | 71,001 |
| Chile | 735 | — | — |
| Colombia | 1,553 | — | — |
| India | 98,799 | 22,236 | 497 |
| Mexico | 164,039 | 153,121 | 155,321 |
| Peru | 851 | — | — |
| Total\tinternational | 370,899 | 260,370 | 226,819 |
| Total\toperating\trevenues | $1,985,335 | $1,724,114 | $1,593,504 |

|  | December	31, |  |
| :--- | :--- | :--- |
|  | 2010 | 2009(2) |
| Long-Lived\tAssets\t(1): |  |  |
| United\tStates | $6,565,907 | $6,327,959 |
| International: |  |  |
| Brazil | 242,923 | 180,061 |
| Chile | 25,656 | — |
| Colombia | 162,639 | — |
| India | 807,617 | 232,896 |
| Mexico | 215,106 | 273,870 |
| Peru | 79,634 | — |
| Total\tinternational | 1,533,575 | 686,827 |
| Total\tlong-lived\tassets | $8,099,482 | $7,014,786 |

(1) Includes	property	and	equipment,	goodwill	and	other	intangible	assets.

For	the	year	ended	December	31,	2010,	three	tenants	within	the	domestic	and	international	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	16%	of	revenues,	and	Verizon	Wireless,	which	accounted	for	approximately	15%	of	revenues.

For	the	year	ended	December	31,	2009,	three	tenants	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	19%	of	revenues,	Sprint	Nextel,	which	accounted	for	approximately 18%	of	revenues,	and	Verizon	Wireless,	which	accounted	for	approximately	15%	of	revenues.

# 19.				RELATED	PARTY	TRANSACTIONS

During	the	years	ended	December	31,	2010,	2009,	and	2008,	the	Company	had	no	significant	related	party	transactions.

# 20.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2010	and	2009	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, |
| 2010: |  |  |  |  |  |
| Operating\trevenues | $454,434 | $469,937 | $513,322 | $547,642 | $1,985,335 |
| Cost\tof\toperations\t(1) | 106,469 | 112,199 | 122,973 | 132,945 | 474,586 |
| Operating\tincome | 178,849 | 188,716 | 213,372 | 203,441 | 784,378 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | 96,318 | 99,665 | 93,439 | 83,514 | 372,936 |
| Basic\tnet\tincome\tper\tcommon\tshare | 0.24 | 0.25 | 0.23 | 0.21 | 0.93 |
| Diluted\tnet\tincome\tper\tcommon\tshare | 0.24 | 0.25 | 0.23 | 0.21 | 0.92 |

|  | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Year	Ended |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | March\t31, | June\t30, | September\t30, | December\t31, | December\t31, |
| 2009: |  |  |  |  |  |
| Operating\trevenues | $408,678 | $423,358 | $444,105 | $447,973 | $1,724,114 |
| Cost\tof\toperations\t(1) | 97,705 | 102,573 | 108,594 | 107,503 | 416,375 |
| Operating\tincome | 150,285 | 166,447 | 179,077 | 176,449 | 672,258 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | 58,601 | 56,289 | 67,355 | 64,350 | 246,595 |
| Basic\tnet\tincome\tper\tcommon\tshare | 0.15 | 0.14 | 0.17 | 0.16 | 0.62 |
| Diluted\tnet\tincome\tper\tcommon\tshare | 0.15 | 0.14 | 0.17 | 0.16 | 0.61 |

(1) Represents	operating	expenses,	exclusive	of	depreciation,	amortization	and	accretion,	selling,	general,	administrative	and	development	expense,	and	other operating	expense.

# 21.				SUBSEQUENT	EVENTS

Brazil	Acquisition—During	the	fourth	quarter	of	2010,	the	Company	entered	into	a	definitive	agreement	to	acquire	100%	of	the	outstanding	shares	of	a	company	that owned	approximately	565	towers	in	Brazil.	On	February	17,	2011,	the	Company	entered	into	a	new	definitive	agreement	(which	supersedes	the	prior	agreement)	that obligates	the	parties	to	close	this	acquisition	on	March	1,	2011.	The	Company	anticipates	the	initial	purchase	price	for	this	acquisition	will	be	approximately	$420.0 million,	which	was	determined	based	upon	a	preliminary	estimate	of	the	acquired	company's	financial	results.	The	acquisition	is	subject	to	a	post	closing	purchase	price adjustment	to	be	paid	on	June	1,	2011,	following	the	Company's	post-closing	due	diligence	of	the	acquired	company's	financial	results	as	of	the	March	1,	2011	closing date.

Chile	Acquisition—On	February	1,	2011,	the	Company	acquired	140	communications	sites	from	VTR	Banda	Ancha	(Chile)	S.A	and	its	affiliates	for	an	aggregate purchase	price	of	$19.5	million.

# 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:

| Exhibit	No. | Description	of	Document | Exhibit	File	No. |
| :--- | :--- | :--- |
| 10.11 | Notice\tof\tGrant\tof\tNonqualified\tStock\tOption\tand\tOption\tAgreement\t(Non-Employee\tDirector)\tPursuant\tto\tthe\tAmerican |  |
|  | Tower\tCorporation\t2007\tEquity\tIncentive\tPlan | 10.4(8)* |
| 10.12 | Form\tof\tRestricted\tStock\tUnit\tAgreement\t(U.S.)\tPursuant\tto\tthe\tAmerican\tTower\tCorporation\t2007\tEquity\tIncentive\tPlan | 10.15(11)* |
| 10.13 | Form\tof\tRestricted\tStock\tUnit\tAgreement\t(International)\tPursuant\tto\tthe\tAmerican\tTower\tCorporation\t2007\tEquity\tIncentive |  |
|  | Plan | 10.16(11)* |
| 10.14 | Noncompetition\tand\tConfidentiality\tAgreement\tdated\tas\tof\tJanuary\t1,\t2004\tbetween\tAmerican\tTower\tCorporation\tand\tWilliam |  |
|  | H.\tHess | 10.10(5)* |
| 10.15 | Amendment,\tdated\tAugust\t6,\t2008,\tto\tNoncompetition\tand\tConfidentiality\tAgreement\tdated\tas\tof\tJanuary\t1,\t2004\tbetween |  |
|  | American\tTower\tCorporation\tand\tWilliam\tH.\tHess | 10.1(13)* |
| 10.16 | Amended\tand\tRestated\tRegistration\tRights\tAgreement,\tdated\tas\tof\tFebruary\t25,\t1999,\tby\tand\tamong\tthe\tCompany\tand\teach\tof |  |
|  | the\tparties\tnamed\ttherein | 10.2(2) |
| 10.17 | Loan\tand\tSecurity\tAgreement,\tdated\tas\tof\tMay\t4,\t2007,\tby\tand\tbetween\tAmerican\tTower\tAsset\tSub,\tLLC\tand\tAmerican |  |
|  | Tower\tAsset\tSub\tII,\tLLC,\tas\tBorrowers,\tand\tAmerican\tTower\tDepositor\tSub,\tLLC,\tas\tLender | 10.1(9) |
| 10.18 | Management\tAgreement,\tdated\tas\tof\tMay\t4,\t2007,\tby\tand\tbetween\tAmerican\tTower\tAsset\tSub,\tLLC\tand\tAmerican\tTower |  |
|  | Asset\tSub\tII,\tLLC,\tas\tOwners\tand\tSpectraSite\tCommunications,\tLLC,\tas\tManager | 10.2(9) |
| 10.19 | Cash\tManagement\tAgreement,\tdated\tas\tof\tMay\t4,\t2007,\tamong\tAmerican\tTower\tAsset\tSub,\tLLC\tand\tAmerican\tTower\tAsset |  |
|  | Sub\tII,\tLLC,\tas\tBorrowers,\tAmerican\tTower\tDepositor\tSub,\tLLC,\tas\tLender,\tLaSalle\tBank\tNational\tAssociation,\tas\tAgent,\tand |  |
|  | SpectraSite\tCommunications,\tLLC,\tas\tManager | 10.3(9) |
| 10.20 | Trust\tand\tServicing\tAgreement,\tdated\tas\tof\tMay\t4,\t2007,\tamong\tAmerican\tTower\tDepositor\tSub,\tLLC,\tas\tDepositor,\tThe\tBank |  |
|  | of\tNew\tYork,\tas\tServicer,\tand\tLaSalle\tBank\tNational\tAssociation,\tas\tTrustee | 10.4(9) |
| 10.21 |  |  |
|  | Dominion\tBank,\tNew\tYork\tBranch,\tas\tIssuing\tBanks,\tToronto\tDominion\t(Texas)\tLLC,\tas\tAdministrative\tAgent,\tJPMorgan |  |
|  | Chase\tBank,\tN.A.,\tas\tSyndication\tAgent,\tand\tthe\tseveral\tlenders\tthat\tare\tparties\tthereto | 10.6(9) |
| 10.22 | Registration\tRights\tAgreement,\tdated\tas\tof\tOctober\t1,\t2007,\tby\tand\tamong\tthe\tCompany\tand\tthe\tInitial\tPurchasers\tnamed |  |
|  | therein\twith\trespect\tto\tthe\t7.00%\tSenior\tNotes\tdue\t2017 | 10.3(10) |
| 10.23 |  |  |
|  | Inc.\tand\tAmerican\tTower\tCorporation,\tdated\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t,\t2001 | 2.1(1) |
| 10.24 |  |  |
|  | American\tTower\tCorporation,\tdated\tDecember\t19,\t2000 | 2.2(1) |
| 10.25 |  |  |
|  | Quarterly\tReport\ton\tForm\t10-Q\t(File\tNo.\t000-27217)\tfiled\ton\tMay\t11,\t2001) | 10.2 |

* Management	contracts	and	compensatory	plans	and	arrangements	required	to	be	filed	as	exhibits	to	this	Form	10-K	pursuant	to	Item	15	(a)(3).

** The	exhibit	has	been	filed	separately	with	the	Commission	pursuant	to	an	application	for	confidential	treatment.	The	confidential	portions	of	the	exhibit	have	been omitted	and	are	marked	by	an	asterisk.



Question: what percentage of outstanding amounts under the company 2019s long-term financing arrangements is current in 2010?
Answer: 1%