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,	2012

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

# American	Tower	Corporation

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of Incorporation	or	Organization)

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

(Registrant's	telephone	number,	including	area	code)

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

Title	of	each	Class

Common	Stock,	$0.01	par	value

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,	2012	was	approximately	$27.6	billion, based	on	the	closing	price	of	the	registrant's	common	stock	as	reported	on	the	New	York	Stock	Exchange	as	of	the	last	business	day	of	the	registrant's	most	recently completed	second	quarter.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	definitive	proxy	statement	(the	"Definitive	Proxy	Statement")	to	be	filed	with	the	Securities	and	Exchange	Commission	relative	to	the	Company's 2013	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2012

|  | AMERICAN	TOWER	CORPORATION<br>TABLE	OF	CONTENTS<br>FORM	10-K	ANNUAL	REPORT<br>FISCAL	YEAR	ENDED	DECEMBER	31,	2012 |  |
| :--- | :--- | :--- |
|  |  | Page |
| Special\tNote\tRegarding\tForward-Looking\tStatements |  | ii |
| PART\tI |  |  |
| ITEM\t1. | Business | 1 |
|  | Overview | 1 |
|  | Products\tand\tServices | 2 |
|  | Strategy | 4 |
|  | Growth\tand\tExpansion | 6 |
|  | Regulatory\tMatters | 7 |
|  | Competition | 8 |
|  | Customer\tDemand | 9 |
|  | Employees | 10 |
|  | Available\tInformation | 10 |
| ITEM\t1A. | Risk\tFactors | 11 |
| ITEM\t1B. | Unresolved\tStaff\tComments | 21 |
| ITEM\t2. | Properties | 21 |
| ITEM\t3. | Legal\tProceedings | 23 |
| ITEM\t4. | Mine\tSafety\tDisclosures | 23 |
| PART\tII |  |  |
| ITEM\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 24 |
|  | Dividends | 24 |
|  | Performance\tGraph | 25 |
|  | Issuer\tPurchases\tof\tEquity\tSecurities | 26 |
| ITEM\t6. | Selected\tFinancial\tData | 27 |
| ITEM\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 29 |
|  | Executive\tOverview | 29 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2012\tand\t2011 | 34 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2011\tand\t2010 | 38 |
|  | Liquidity\tand\tCapital\tResources | 43 |
|  | Critical\tAccounting\tPolicies\tand\tEstimates | 55 |
| ITEM\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 60 |
| ITEM\t8. | Financial\tStatements\tand\tSupplementary\tData | 62 |
| ITEM\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 62 |

# 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	and	other	competitive	pressures,	our	ability	to	maintain	or	increase our	market	share,	our	future	operating	results,	our	ability	to	qualify	or	to	remain	qualified	for	taxation	as	a	real	estate	investment	trust	("REIT"),	our	substantial	leverage and	debt	service	obligations,	economic,	political	and	other	events,	particularly	those	relating	to	our	international	operations,	changes	in	environmental,	tax	and	other laws,	our	ability	to	protect	our	rights	to	the	land	under	our	towers,	natural	disasters	and	similar	events,	the	amount	and	timing	of	any	future	distributions	including	those we	are	required	to	make	as	a	REIT,	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.	References	in	this	Annual	Report	to	"we,"	"our"	and	"the	Company"	refer	to	American	Tower Corporation	and	its	predecessor,	as	applicable,	individually	and	collectively	with	its	subsidiaries	as	the	context	requires.

# PART	I

# Overview

We	are	a	leading	independent	owner,	operator	and	developer	of	wireless	and	broadcast	communications	real	estate.	Our	primary	business	is	leasing	antenna	space on	multi-tenant	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies,	wireless	data	providers,	government	agencies	and municipalities	and	tenants	in	a	number	of	other	industries.	We	refer	to	this	business	as	our	rental	and	management	operations,	which	accounted	for	approximately	97% of	our	total	revenues	for	the	year	ended	December	31,	2012.	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.	Effective	January	1,	2012, we	reorganized	to	qualify	as	a	REIT	for	federal	income	tax	purposes	(the	"REIT	Conversion").

Our	communications	real	estate	portfolio	of	54,604	sites,	as	of	December	31,	2012,	includes	wireless	and	broadcast	communications	towers	and	distributed antenna	system	("DAS")	networks,	which	provide	seamless	coverage	solutions	in	certain	in-building	and	outdoor	wireless	environments.	Our	portfolio	primarily	consists of	towers	that	we	own	and	towers	that	we	operate	pursuant	to	long-term	lease	arrangements,	including,	as	of	December	31,	2012,	22,534	towers	domestically	and	31,789 towers	internationally.	In	addition,	our	portfolio	also	includes	281	DAS	networks	that	we	operate	primarily	in	malls	and	casinos,	and	select	outdoor	environments.	We also	manage	rooftop	and	tower	sites	for	property	owners	under	various	contractual	arrangements,	as	well	as	hold	property	interests	that	we	lease	to	communications service	providers	and	third-party	tower	operators.

American	Tower	Corporation	was	originally	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	and	was	spun	off	into	a	free-standing	public company	in	1998.	Since	inception,	we	have	grown	our	communications	real	estate	portfolio	through	acquisitions,	long-term	lease	arrangements	and	site	development.

We	are	a	holding	company	and	conduct	our	operations	through	our	directly	and	indirectly	owned	subsidiaries	and	joint	ventures.	Our	principal	domestic	operating subsidiaries	are	American	Towers	LLC	and	SpectraSite	Communications,	LLC.	We	conduct	our	international	operations	through	our	subsidiary,	American	Tower International,	Inc.,	which	in	turn	conducts	operations	through	its	various	international	operating	subsidiaries	and	joint	ventures.	Our	international	operations	consist	of our	operations	in	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India,	Mexico,	Peru,	South	Africa	and	Uganda.

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	20	to	our	consolidated	financial statements	included	in	this	Annual	Report.

We	hold	and	operate	certain	of	our	assets	through	one	or	more	taxable	REIT	subsidiaries	("TRSs").	A	TRS	is	a	subsidiary	of	a	REIT	that	is	subject	to	applicable corporate	income	tax.	Our	use	of	TRSs	enables	us	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification	requirements	and	also	allows	us to	retain	income	generated	by	these	businesses	for	reinvestment	without	the	requirement	of	distributing	those	earnings.	The	non-REIT	qualified	businesses	that	we	hold through	TRSs	include	our	network	development	services	segment.	In	addition,	we	have	included	our	international	operations	and	managed	networks	business	within	our TRSs.	We	are	currently	considering	changing	the	election	of	one	or	more	of	our	previously	designated	TRSs,	which	hold	certain	of	our	international	operations,	to	be treated	as	qualified	REIT	subsidiaries	or	other	disregarded	entities	("QRSs"),	and	may	reorganize	and	transfer	certain	assets	or	operations	from	our	TRSs	to	other subsidiaries,	including	QRSs.

As	a	REIT,	we	generally	will	not	be	subject	to	federal	income	taxes	on	our	income	and	gains	that	we	distribute	to	our	stockholders,	including	the	income	derived from	leasing	towers.	However,	even	as	a	REIT,	we	will	remain	obligated	to	pay	income	taxes	on	earnings	from	our	TRS	assets.	In	addition,	our	international	assets	and operations	continue	to	be	subject	to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are	conducted.

Annually,	as	a	REIT,	we	are	required	to	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Our	REIT	taxable	income	typically	will	not	include	income	earned	by	our	TRSs	except	to	the extent	the	TRSs	pay	dividends.	In	2012,	we	paid	regular	cash	distributions	of	an	aggregate	of	approximately	$355.6	million	to	our	stockholders.	We	intend	to	continue paying	regular	distributions	in	2013.	The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	our	Board	of	Directors	and	will	be	declared based	upon	various	factors,	a	number	of	which	may	be	beyond	our	control,	including	our	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain REIT	status	and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing	and	future	debt	instruments, our	ability	to	utilize	net	operating	losses	("NOLs")	to	offset,	in	whole	or	in	part,	our	distribution	requirements,	limitations	on	our	ability	to	fund	distributions	using	cash generated	through	our	TRSs	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

# Products	and	Services

# Rental	and	Management	Operations

Our	rental	and	management	operations	accounted	for	approximately	97%,	98%	and	98%	of	our	total	revenues	for	the	years	ended	December	31,	2012,	2011	and 2010,	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.	The	annual	rental	payments	vary	considerably	depending	upon	numerous	factors,	including,	but	not limited	to,	tower	location,	amount	and	type	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	(which	is	primarily	fixed,	with	annual	cost	escalations), property	taxes	and	repairs	and	maintenance.	In	most	of	our	international	markets,	a	portion	of	our	operating	costs	is	passed	through	to	our	tenants,	such	as	ground	rent	or 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.	As	a	result	of	wireless	industry	capital	spending	trends	in	the	markets	we	serve,	we	anticipate	consistent	demand	for	our communications	sites	due	to	their	attractive	locations.	Additionally,	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	solid	platform	for	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	based	on	a	fixed	escalation	(approximately	3.5%	per	year	in	the	United States)	or	inflationary	index.	As	of	December	31,	2012,	we	had	approximately	$20	billion	of	non-cancellable	tenant	lease	revenue	over	future	periods, 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	1%-2%	of	total	rental	and management	revenue	per	year.	We	define	churn	as	revenue	lost	when	a	tenant	cancels	or	does	not	renew	its	lease,	and	in	very	limited	circumstances,	such	as a	tenant	bankruptcy,	reductions	in	lease	rates	on	existing	leases.	We	derive	our	historical	churn	rate	for	a	given	year	by	dividing	our	revenue	lost	on	this basis	by	our	rental	and	management	segment	revenue.

•	 High	operating	leverage.	Incremental	operating	costs	associated	with	adding	new	tenants	to	an	existing	communications	site	are	relatively	minimal.

Therefore,	as	additional	tenants	are	added,	the	substantial	majority	of	incremental	revenue	flows	through	to	operating	profit.	In	addition,	in	our	international markets	certain	expenses,	such	as	ground	rent	or	fuel	costs,	are	passed	through	to	our	tenants.

•	 Low	maintenance	capital	expenditures.	On	average,	we	require	relatively	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	enables	us	to	address	the	needs	of	national, regional,	local	and	emerging	communications	service	providers	in	the	United	States,	as	well	as	customers	in	a	number	of	other	industries.	Our	domestic	rental	and management	segment	also	includes	property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators.	Our	domestic	rental	and management	segment	accounted	for	approximately	67%,	72%	and	79%	of	our	total	revenues	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

Our	international	rental	and	management	segment,	which	is	comprised	of	communications	sites	in	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India,	Mexico,	Peru, South	Africa	and	Uganda,	provides	a	source	of	diversification	and	growth.	Our	international	rental	and	management	segment	accounted	for	approximately	30%,	26% and	19%	of	our	total	revenues	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

Our	rental	and	management	operations	include	the	operation	of	wireless	and	broadcast	communications	towers	and	managed	networks,	rooftop	management,	the leasing	of	property	interests	and	the	installation	of	shared	generators	domestically.

Communications	Towers.	We	own	and	operate	communications	towers	in	the	United	States,	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India,	Mexico,	Peru, South	Africa	and	Uganda.	Approximately	96%,	98%	and	98%	of	revenue	in	our	rental	and	management	segments	was	attributable	to	our	communications	towers	for	the years	ended	December	31,	2012,	2011	and	2010,	respectively.

We	lease	real	estate	on	our	communications	towers	to	tenants	providing	a	diverse	range	of	communications	services,	including	personal	communications	services, cellular,	broadcasting,	enhanced	specialized	mobile	radio,	WiMAX,	paging	and	fixed	microwave.	Our	top	domestic	and	international	tenants	by	revenue	are	as	follows:

•	 Domestic:	AT&T	Mobility,	Sprint	Nextel,	Verizon	Wireless	and	T-Mobile	USA	accounted	for	an	aggregate	of	approximately	74%	of	domestic	rental	and management	segment	revenue	for	the	year	ended	December	31,	2012.

•International:	Telefónica	(in	Brazil,	Chile,	Colombia,	Mexico	and	Peru),	MTN	Group	Limited	(in	Ghana,	South	Africa	and	Uganda),	Grupo	Iusacell,	S.A. de	C.V.	(in	Mexico),	Nextel	International	(in	Brazil,	Chile	and	Mexico)	and	Vodafone	(in	India,	Germany,	Ghana,	South	Africa	and	Uganda),	accounted for	an	aggregate	of	approximately	55%	of	international	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2012.

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

Managed	Networks,	Rooftop	Management,	Property	Interests	and	Shared	Generators.	In	addition	to	our	communications	sites,	we	also	own	and	operate	several types	of	managed	network	solutions,	provide

communications	site	management	services	to	third	parties,	manage	and/or	lease	property	interests	under	carrier	or	other	third-party	communications	sites	and	provide back-up	power	sources	to	tenants	at	our	sites.

•	 Managed	Networks.	We	own	and	operate	281	DAS	networks	primarily	in	malls	and	casinos	in	the	United	States,	Mexico,	Brazil,	Ghana	and	India.	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	communications	sites.	We	are	also	currently	evaluating	other	complementary	network strategies,	such	as	small	cell	deployments.

•	 Rooftop	Management.	We	provide	management	services	to	property	owners	in	the	United	States	who	own	rooftops	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.	As	urban	markets	continue	to	evolve,	we	continue	to	evaluate infrastructure	that	may	support	additional	services	to	meet	the	growing	needs	of	our	tenants'	networks.

•Property	Interests.	We	own	a	portfolio	of	property	interests	in	the	United	States	under	carrier	or	other	third-party	communications	sites,	which	provides recurring	cash	flow	under	complementary	leasing	arrangements.

•Shared	Generators.	We	install	shared	backup	power	generators	at	a	number	of	our	sites	in	the	United	States,	which	we	lease	to	our	tenants	to	help reinforce	their	networks.

# 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	3%,	2%	and	2%	of	our	total	revenues	for	the	years	ended	December	31,	2012,	2011	and	2010,	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.

Structural	Analysis.	We	offer	structural	analysis	services	to	wireless	carriers	in	connection	with	the	installation	of	their	communications	equipment	on	our	towers. Our	team	of	engineers	can	evaluate	whether	a	tower	structure	can	support	the	additional	burden	of	the	new	equipment	or	if	an	upgrade	is	needed,	which	enables	our tenants	to	better	assess	potential	sites	before	making	an	installation	decision.	Our	structural	analysis	capabilities	enable	us	to	provide	higher	quality	service	to	our existing	tenants	by,	among	other	things,	reducing	the	time	required	to	achieve	operational	readiness,	while	also	providing	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,	tablets	and other	mobile	devices,	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	real	estate	portfolio,	invest	in	and	selectively	grow	our	communications	real estate	portfolio,	further	improve	upon	our	operational	performance	and	maintain	a	strong	balance	sheet.	We	believe	these	efforts	will	further	support	and	enhance	our ability	to	capitalize	on	the	growth	in	demand	for	wireless	infrastructure.

•Increase	the	leasing	of	our	existing	communications	real	estate	portfolio.	We	believe	that	our	highest	returns	will	be	achieved	by	leasing	additional space	on	our	existing	communications	sites.	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,	2012,	we	had	a	global	average	of	approximately	2.0	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	real	estate	portfolio.	We	seek	opportunities	to	invest	in	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	market	and	in	select	international	markets	which	we	believe	have	a	competitive wireless	industry,	where	wireless	carriers	are	deploying	next	generation	technologies,	and	are	attractive	from	a	macroeconomic	standpoint.	In	addition,	we seek	to	secure	property	interests	under	our	communications	sites	to	improve	operating	margins	as	we	reduce	our	cash	operating	expense	related	to	ground leases.

•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	superior	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	our	net financial	leverage	ratio	within	a	target	range	and	ensuring	ample	liquidity	is	available	to	pursue	our	strategy.	As	of	December	31,	2012,	we	had approximately	$1.1	billion	of	available	liquidity.	We	believe	that	our	investment	grade	ratings	and	our	current	level	of	net	leverage	provide	us	with consistent	access	to	the	capital	markets	and	the	ability	to	actively	invest	in	our	portfolio	and	pursue	acquisition	opportunities.

# Capital	Allocation	Strategy

As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain),	which	is	our	first	priority	within	our	capital	allocation	strategy.	After	our	REIT	distributions,	we	expect	to continue	to	deploy	our	discretionary	capital	through	our	annual	discretionary	capital	expenditure	program,	including	land	purchases	and	new	site	construction,	and through	acquisitions.	The	objective	of	our	allocation	of	our	discretionary	capital	is	to	simultaneously	increase	recurring	free	cash	flow	and	our	return	on	invested	capital. In	addition,	we	intend	to	return	our	remaining	excess	discretionary	capital,	if	any,	to	stockholders	through	continuing	our	stock	repurchase	program	or	declaring	special distributions	from	time	to	time.	During	2012,	we	generated	$1,414.4	million	of	cash	from	operating	activities,	which	along	with	incremental	debt,	was	used	to	fund nearly	$2,984.3	million	of	investments,	including	$568.0	million	of	capital	expenditures,	$1,998.0	million	of	acquisitions	and	$62.7	million	of	stock	repurchases, including	commissions	and	fees.	During	2012,	we	paid	regular	cash	distributions	in	the	aggregate	of	approximately	$355.6	million	to	our	stockholders.

•	 Discretionary	capital	expenditure	program.	We	will	continue	to	invest	in	and	expand	our	existing	communications	real	estate	portfolio	through	our annual	discretionary	capital	expenditure	program.

This	includes	capital	expenditures	associated	with	maintenance,	increasing	the	capacity	of	our	existing	sites,	and	projects	such	as	new	site	construction, land	interest	acquisitions	and	shared	generator	installations.

•	 Acquisitions.	We	will	seek	to	pursue	acquisitions	of	communications	sites	in	our	existing	or	new	markets	where	we	can	meet	our	risk	adjusted	return	on investment	criteria.	Our	risk	adjusted	hurdle	rates	consider	additional	risks	such	as	country	risk,	counter-party	risk	and	product	line	risk.

•	 Return	excess	discretionary	capital	to	stockholders.	If	we	have	sufficient	capital	available	to	(i)	satisfy	our	REIT	distribution	requirements,	(ii)	fund	our discretionary	capital	expenditures	and	acquisition	opportunities,	and	(iii)	fund	anticipated	future	investment	while	remaining	within	our	target	leverage range,	we	will	seek	to	return	any	excess	discretionary	capital	to	stockholders.	We	currently	utilize	a	stock	repurchase	program	to	facilitate	this	return.

# International	Growth	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	growth	opportunities,	where	we	believe	our	risk	adjusted	return	objectives	can	be	achieved.	In	addition,	we strive	to	maintain	a	diversified	approach	to	our	international	growth	strategy	by	complementing	our	presence	in	emerging	markets	with	operations	in	more	developed and	established	markets.	Our	international	growth	strategy	includes	a	disciplined,	individualized	market	evaluation,	in	which	we	conduct	the	following	analyses:

•	 Country	analysis.	Prior	to	entering	a	new	geographic	area,	we	review	the	country's	political	stability,	historical	and	projected	macroeconomic fundamentals	and	the	general	business	and	legal	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	participating	in spectrum	auctions	that	have	or	are	anticipated	to	occur.

•	 Opportunity	and	counterparty	analysis.	Once	an	investment	opportunity	is	identified	within	a	geographic	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	given	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.

# Growth	and	Expansion

In	2012,	we	continued	to	focus	on	growing	our	operations	using	selective	criteria	for	acquisitions,	including	expansion	into	new	international	markets,	and	new site	development,	consistent	with	our	international	growth	strategy.	During	the	year	ended	December	31,	2012,	we	grew	our	communications	real	estate	portfolio through	the	acquisition	and	construction	of	approximately	8,790	towers,	the	installation	of	approximately	20	in-building	and	outdoor	DAS	networks	and	the	installation of	approximately	600	shared	generators	on	our	sites	in	the	United	States.	In	addition,	we	continue	to	evaluate	complementary	services	to	supplement	our	tower	site growth	and	expansion	strategy,	as	well	as	opportunities	to	acquire	larger	communications	real	estate	portfolios	that	we	believe	we	can	effectively	integrate	into	our existing	business.

United	States.	We	continued	to	build	on	our	established	foundation	in	the	United	States,	growing	our	domestic	communications	sites	portfolio	by	6%	during	the year	ended	December	31,	2012	primarily	through	the	acquisition	and	construction	of	communications	sites	in	select	locations	throughout	the	country.	Our	expansion	in

the	United	States	during	2012	included	the	acquisition	and	construction	of	approximately	945	towers,	the	installation	of	approximately	15	in-building	and	outdoor	DAS networks	and	the	installation	of	approximately	600	shared	generators	on	our	sites.

International.	During	2012,	we	took	additional	steps	to	position	ourselves	for	expansion	into	new	international	markets.	After	announcing	the	launch	of	operations in	Uganda	at	the	end	of	2011,	we	acquired	approximately	960	towers	through	our	joint	venture	during	the	first	half	of	2012.	In	addition,	in	November	2012,	we announced	that	we	had	launched	operations	in	Germany	and	subsequently	completed	the	purchase	of	approximately	2,030	towers	in	the	fourth	quarter	of	2012,	thereby expanding	our	international	footprint	to	ten	countries	as	of	December	31,	2012.	Our	international	expansion	efforts	during	2012	also	included	the	acquisition	and construction	in	the	aggregate	of	approximately	4,855	towers	and	the	installation	of	five	in-building	DAS	networks	in	our	existing	markets.

# Regulatory	Matters

Towers	and	Antennas.	Our	domestic	and	international	tower	business	is	subject	to	national,	state	and	local	regulatory	requirements	with	respect	to	the	registration, siting,	construction,	lighting,	marking	and	maintenance	of	our	towers.	In	the	United	States,	which	accounted	for	approximately	69%	of	our	total	rental	and	management revenue	for	the	year	ended	December	31,	2012,	the	construction	of	new	towers	or	modifications	to	existing	towers	may	require	pre-approval	by	the	Federal Communications	Commission	("FCC")	and	the	Federal	Aviation	Administration	("FAA"),	depending	on	factors	such	as	tower	height	and	proximity	to	public	airfields. Towers	requiring	pre-approval	must	be	registered	with	the	FCC	and	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.	Non-compliance	with	applicable	tower-related	requirements may	lead	to	monetary	penalties	or	site	deconstruction	orders.

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	telecommunications	infrastructure	in	the	case	of	emergency	or	war.	In	Ghana,	our subsidiary	holds	a	Communications	Infrastructure	License,	issued	by	the	National	Communications	Authority	("NCA"),	which	permits	us	to	establish	and	maintain passive	telecommunications	infrastructure	services	and	DAS	networks	for	communications	service	providers	licensed	by	the	NCA.	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.

Our	international	business	operations	may	be	subject	to	increased	licensing	fees	or	ownership	restrictions.	For	example,	the	Telecom	Regulatory	Authority	of India	has	recommended	to	the	Department	of	Telecommunications	changes	in	annual	licensing	fees	for	tower	companies	based	on	revenues	generated,	as	well	as	the potential	implementation	of	certain	limitations	on	foreign	ownership.	In	South	Africa,	the	Broad-Based	Black	Economic	Empowerment	Act,	2003	("the	BBBEE	Act") has	established	a	legislative	framework	for	the	promotion	of	economic	empowerment	of	South	African	citizens	disadvantaged	by	Apartheid,	and	accordingly,	the BBBEE	Act	and	related	codes	measure	BBBEE	Act	compliance	and	good	corporate	practice	by	the	inclusion	of	certain	ownership,	management	control,	employment equity	and	other	metrics	for	companies	that	do	business	there.	Certain	municipalities	in	Brazil	and	India	have	sought	to	impose	certain	permit	fees	based	upon	structural or	operational	requirements	of	towers.	In	addition,	our	foreign	operations	may	be	affected	if	a	country's	regulatory	authority	restricts	or	revokes	spectrum	licenses	of certain	wireless	service	providers.

In	all	countries	where	we	operate,	we	are	subject	to	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	organizations.	These regulations	vary,	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,	tower	modifications,	and	additions	of	new	antennas	to	a	site	or	site	upgrades. 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	prohibits	any	action	by	state	and	local	authorities	that	would	discriminate	between	different	providers	of	wireless	services	or	ban	altogether	the	construction, modification	or	placement	of	communications	sites.	It	also	prohibits	state	or	local	restrictions	based	on	the	environmental	effects	of	radio	frequency	emissions	to	the extent	the	facilities	comply	with	FCC	regulations.	Further,	in	February	2012,	the	United	States	government	adopted	new	regulations	requiring	that	local	and	state governments	approve	modifications	or	collocations	that	qualify	as	eligible	facilities	under	the	regulations.	In	June	2012,	the	Chilean	government	passed	a	new	law	that imposes	certain	zoning	restrictions	retroactively	on	telecommunications	towers	located	throughout	Chile	and	may	require	us	to	modify	or	remove	certain	of	our	existing towers.

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

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	also	may	be	subject	to	common	law	claims	by	third	parties	based	on damages	and	costs	resulting	from	off-site	migration	of	contamination.	We	may	be	required	to	obtain	permits,	pay	additional	property	taxes,	comply	with	regulatory requirements,	and	make	certain	informational	filings	related	to	hazardous	substances	or	devices	used	to	provide	power	such	as	batteries,	generators	and	fuel	at	our	sites. Violations	of	these	types	of	regulations	could	subject	us	to	fines	or	criminal	sanctions.

Additionally,	in	the	United	States	and	many	other	international	markets	where	we	do	business,	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	or	other	governmental	approval	of the	tower	or	antenna	could	be	significantly	delayed.

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

# Competition

Our	rental	and	management	segments	compete,	both	for	new	business	and	for	the	acquisition	of	assets,	with	other	public	tower	companies,	such	as	Crown	Castle International	Corp.,	SBA	Communications	Corporation	and	GTL	Infrastructure,	wireless	carrier	tower	consortiums	such	as	Indus	Towers,	and	private	tower	companies,

independent	wireless	carriers,	tower	owners,	broadcasters	and	owners	of	non-communications	sites,	including	rooftops,	utility	towers,	water	towers	and	other	alternative structures.	We	believe	that	site	location	and	capacity,	network	density,	price,	quality	and	speed	of	service	have	been	and	will	continue	to	be	significant	competitive factors	affecting	owners,	operators	and	managers	of	communications	sites.

Our	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	consultants,	structural	engineering	firms,	tower	owners/managers, telecommunications	equipment	vendors	who	can	provide	turnkey	site	development	services	through	multiple	subcontractors	and	our	tenants'	internal	staffs.	We	believe that	our	tenants	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.

# Customer	Demand

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.	According	to	industry	data,	aggregate	annual	wireless	capital	spending	in	the	United	States	has	historically	been approximately	$25	to	$30	billion	resulting	in	consistent	demand	for	our	sites.	Demand	for	our	domestic	communications	sites	is	driven	by:

•	 Wireless	service	provider	focus	on	network	quality	and	resulting	investments	in	coverage	and	capacity	of	their	network;

•Subscriber	adoption	of	advanced	wireless	data	applications	such	as	email	and	internet	and	the	corresponding	deployments	of	advanced	wireless networks	by	wireless	service	providers	to	satisfy	this	incremental	demand	for	high-bandwidth	wireless	data;

•	 Deployment	of	newly	acquired	spectrum;	and

•	 Deployment	of	wireless	and	backhaul	networks	by	new	market	entrants.

As	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	the	international	markets	we	serve	are	typically	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	wireless	data	applications,	such	as	email,	internet	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,	coverage	area	and	capacity	of	their existing	networks,	while	also	investing	in	next	generation	data	networks.	To	meet	these	network	objectives,	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	operation	and	development	capabilities.	In	addition,	because	our	network	development	services	are	complementary	to	our	rental	and management	business,	we	believe	demand	for	our	network	development	services	will	continue,	consistent	with	industry	trends.

Our	customer	demand	could	be	adversely	affected	by	the	emergence	and	growth	of	new	technologies,	which	could	make	it	possible	for	wireless	carriers	to increase	the	capacity	and	efficiency	of	their	existing	networks.	The	increased	use	of	spectrally	efficient	technologies	and/or	the	availability	of	significant	incremental spectrum	in	the	marketplace	could	potentially	relieve	a	portion	of	our	tenants'	network	capacity	problems,	and	as	a	result,	could	reduce	the	demand	for	tower-based antenna	space.	Additionally,	certain	complementary	network	technologies,	such	as	small	cell	deployments,	could	shift	a	portion	of	our	tenants'	network	investment	away from	the	traditional	tower-based	networks,	which	may	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	could	adversely	affect	customer	demand	for tower	space.	These	arrangements	enable	a	provider	to	serve	its	customers	outside	its	license	area,	to	give	licensed	providers	the	right	to	enter	into	arrangements	to	serve overlapping	license	areas,	and	to	permit	non-licensed	providers	to	enter	the	wireless	marketplace.	Consolidation	among	wireless	carriers	could	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	permit equipment	location	swapping	on	their	sites	with	other	carriers	to	a	significant	degree,	it	could	reduce	demand	for	our	communications	sites.	Further,	our	tenants	may	be subject	to	new	regulatory	policies	from	time	to	time	that	may	materially	and	adversely	affect	the	demand	for	our	communications	sites.

# Employees

As	of	December	31,	2012,	we	employed	2,432	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	Ethics	and	Business	Conduct	Policy	("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.

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:

•technological	changes;

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

•governmental	licensing	of	spectrum	or	restricting	or	revoking	spectrum	licenses;

•	 mergers	or	consolidations	among	wireless	service	providers;

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

•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;	and

•zoning,	environmental,	health	or	other	government	regulations	or	changes	in	the	application	and	enforcement	thereof.

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	capital	expenditure	plans,	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	or	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	or	financial	condition.

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

The	development	and	implementation	of	new	technologies	designed	to	enhance	the	efficiency	of	wireless	networks	or	changes	in	a	tenant's	business	model	could reduce	the	need	for	tower-based	wireless	services,	decrease	demand	for	tower	space	or	reduce	obtainable	lease	rates.	In	addition,	tenants	may	have	less	of	their	budget allocated	to	lease	space	on	our	towers,	as	the	industry	is	trending	towards	deploying	increased	capital	to	the	development	and	implementation	of	new	technologies. Examples	of	these	technologies	include	spectrally	efficient	technologies	which	could	relieve	a	portion	of	our	tenants'	network	capacity	needs	and	as	a	result,	could reduce	the	demand	for	tower-based	antenna	space.	Additionally,	certain	small	cell	complementary	network	technologies	could	shift	a	portion	of	our	tenants'	network investment	away	from	the	traditional	tower-based	networks,	which	may	reduce	the	need	for	carriers	to	add	more	equipment	at	certain	communications	sites.	Moreover, the	emergence	of	alternative	technologies	could	reduce	the	need	for	tower-based	broadcast	services	transmission	and	reception.	For	example,	the	growth	in	delivery	of wireless	communications,	radio	and	video	services	by	direct	broadcast	satellites	could	materially	and	adversely	affect	demand	for	our	tower	space.	Further,

a	tenant	may	decide	to	no	longer	outsource	tower	infrastructure	or	otherwise	change	its	business	model	which	would	result	in	a	decrease	in	our	revenue.	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	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	are	subject	to	federal,	state,	local	and	foreign	regulations.	In	certain	jurisdictions,	these	regulations	could	be	applied	or enforced	retroactively.	Local	zoning	authorities	and	community	organizations	are	often	opposed	to	construction	of	communications	sites	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	tenant	demands	and	requirements.	In	addition,	in	certain	foreign	jurisdictions,	we	are	required	to	pay	annual	license	fees,	and	these	fees	may	be subject	to	substantial	increases	by	the	government.	Foreign	jurisdictions	in	which	we	operate	and	currently	are	not	required	to	pay	license	fees	may	enact	license	fees, which	may	apply	retroactively.	In	certain	foreign	jurisdictions,	there	may	be	changes	to	zoning	regulations	or	construction	laws	based	on	site	location	which	may	result in	increased	costs	to	modify	certain	of	our	existing	towers	or	decreased	revenue	due	to	the	removal	of	certain	towers	to	ensure	compliance	with	such	changes.	Existing regulatory	policies	may	materially	and	adversely	affect	the	associated	timing	or	cost	of	such	projects	and	additional	regulations	may	be	adopted	that	increase	delays	or result	in	additional	costs	to	us,	or	that	prevent	such	projects	in	certain	locations.	Furthermore,	the	tax	laws,	regulations	and	interpretations	governing	REITs	may	change at	any	time.	These	factors	could	materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.

# If	our	tenants	consolidate,	merge	or	share	site	infrastructure	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.	For	example,	in	the	United	States,	recently	combined	companies	have	either	rationalized	or	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 certain	other	countries	where	we	do	business	if	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	ongoing	contractual	revenues	and our	future	results	may	be	negatively	impacted	if	a	significant	number	of	these	leases	are	not	renewed.	Similar	consequences	might	occur	if	wireless	service	providers engage	in	extensive	sharing	of	site	infrastructure,	roaming	or	resale	arrangements	as	an	alternative	to	leasing	our	communications	sites.

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

We	periodically	are	subject	to	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.	Moreover,	the	Internal	Revenue	Service	and	any	state	or	local	tax	authority	may	successfully	assert	liabilities	against	us	for corporate	income	taxes	for	taxable	years	prior	to	the	time	we	qualified	as	a	REIT,	or	with	respect	to	our	TRSs,	in	which	case	either	we	will	owe	these	taxes	plus applicable	interest	and	penalties,	if	any,	or	we	will	offset	additional	income	as	determined	by	a	tax	authority	with	our	NOLs.	If	we	offset	such	additional	income	with	our NOLs,	our	required	distributions	to	maintain	our	qualification	and	taxation	as	a	REIT	will	increase	and	we	may	be	required	to	pay	deficiency	dividends	and	an associated	interest	charge	if	our	prior	REIT	distributions	were	insufficient	in	light	of	the	reduced	available	NOLs.

In	addition,	domestic	and	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	to	be	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	use	our	NOLs	or	we may	seek	to	enter	into	settlements	with	the	taxing	authorities,	all	of	which	could	require	significant	payments	or	otherwise	have	a	material	adverse	effect	on	our	business, results	of	operations	or	financial	condition.

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

A	substantial	portion	of	our	total	operating	revenues	is	derived	from	a	small	number	of	tenants.	For	the	year	ended	December	31,	2012,	four	tenants	accounted	for approximately	74%	of	our	domestic	rental	and	management	segment	revenue;	and	five	tenants	accounted	for	approximately	55%	of	our	international	rental	and management	segment	revenue.	If	any	of	these	tenants	are	unwilling	or	unable	to	perform	their	obligations	under	our	agreements	with	them,	our	revenues,	results	of operations,	financial	condition	and	liquidity	could	be	materially	and	adversely	affected.	In	the	ordinary	course	of	our	business,	we	do	occasionally	experience	disputes with	our	tenants,	generally	regarding	the	interpretation	of	terms	in	our	leases.	We	have	historically	resolved	these	disputes	in	a	manner	that	did	not	have	a	material adverse	effect	on	us	or	our	tenant	relationships.	However,	it	is	possible	that	such	disputes	could	lead	to	a	termination	of	our	leases	with	tenants	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	or	financial	condition.	If	we	are forced	to	resolve	any	of	these	disputes	through	litigation,	our	relationship	with	the	applicable	tenant	could	be	terminated	or	damaged,	which	could	lead	to	decreased revenues	or	increased	costs,	resulting	in	a	corresponding	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

Additionally,	due	to	the	long-term	nature	of	our	tenant	leases,	we	depend	on	the	continued	financial	strength	of	our	tenants.	Many	wireless	service	providers operate	with	substantial	leverage.	Some	of	our	tenants	may	experience	financial	difficulty	or	may	file	for	bankruptcy.	In	addition,	many	of	our	tenants	and	potential tenants	rely	on	capital	raising	activities	to	fund	their	operations	and	capital	expenditures.	Downturns	in	the	economy	and	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	of	our	deferred	rent	asset,	tower	asset,	network	location	intangible	asset	or	customer-related intangible	asset.	The	loss	of	significant	tenants,	or	the	loss	of	all	or	a	portion	of	our	anticipated	lease	revenues	from	certain	tenants,	could	have	a	material	adverse	effect on	our	business,	results	of	operations	or	financial	condition.

# 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,	2012,	approximately	30%	of	our	consolidated	revenue	was	generated	by	our international	operations,	compared	to	26%	for	the	year	ended	December	31,	2011.	We	anticipate	that	our	revenues	from	our	international	operations	will	continue	to grow.	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,	including	inflation;

•laws	or	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	or	fees	directed	specifically	at	the	ownership	and	operation	of	communications	sites	or	our	international	acquisitions, which	may	be	applied	or	enforced	retroactively;

•changes	to	zoning	regulations	or	construction	laws,	which	could	retroactively	be	applied	to	our	existing	communications	sites;

•expropriation	or	governmental	regulation	restricting	foreign	ownership	or	requiring	divestiture;

•actions	restricting	or	revoking	spectrum	licenses	or	suspending	business	under	prior	licenses;

•	 material	site	security	issues;

•significant	license	surcharges;

•increases	in	the	cost	of	labor	(as	a	result	of	unionization	or	otherwise);

•potential	failure	to	comply	with	anti-bribery	laws	such	as	the	Foreign	Corrupt	Practices	Act	or	similar	local	anti-bribery	laws,	or	Office	of	Foreign	Assets Control	requirements;	and

•uncertain	rulings	or	results	from	legal	or	judicial	systems,	including	inconsistencies	between	and	within	laws,	regulations	and	decrees,	and	judicial application	thereof,	which	may	be	enforced	retroactively,	and	delays	in	the	judicial	process.

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

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

# Our	expansion	initiatives	involve	a	number	of	risks	and	uncertainties	that	could	adversely	affect	our	operating	results,	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, customary	business	practices	and	conflicting	policies,	procedures	and	operations.	In	addition,	the	integration	of	businesses	may	significantly	burden	management	and internal	resources,	including	the	potential	loss	or	unavailability	of	key	personnel.

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,	and	the	other	risks

described	above	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."	As	a	result,	our	foreign	operations	and	expansion	initiatives	may	not	succeed and	may	materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.

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

Our	real	property	interests	relating	to	our	towers	consist	primarily	of	leasehold	and	sub-leasehold	interests,	fee	interests,	easements,	licenses	and	rights-of-way.	A loss	of	these	interests	at	a	particular	tower	site	may	interfere	with	our	ability	to	operate	a	tower	and	generate	revenues.	For	various	reasons,	we	may	not	always	have	the ability	to	access,	analyze	and	verify	all	information	regarding	titles	and	other	issues	prior	to	completing	an	acquisition	of	communications	sites,	which	can	affect	our rights	to	access	and	operate	a	site.	From	time	to	time	we	also	experience	disputes	with	landowners	regarding	the	terms	of	ground	agreements	for	land	under	a	tower, which	can	affect	our	ability	to	access	and	operate	a	tower	site.	Further,	for	various	reasons,	landowners	may	not	want	to	renew	their	ground	agreements	with	us,	they may	lose	their	rights	to	the	land,	or	they	may	transfer	their	land	interests	to	third	parties,	including	ground	lease	aggregators,	which	could	affect	our	ability	to	renew ground	agreements	on	commercially	viable	terms.	Approximately	88%	of	the	communications	sites	in	our	portfolio	as	of	December	31,	2012	are	located	on	land	we lease	pursuant	to	operating	leases.	Approximately	78%	of	the	ground	leases	for	these	sites	have	a	final	expiration	date	of	2022	and	beyond.	Further,	for	various	reasons, title	to	property	interests	in	some	of	the	foreign	jurisdictions	in	which	we	operate	may	not	be	as	certain	as	title	to	our	property	interests	in	the	United	States.	Our	inability to	protect	our	rights	to	the	land	under	our	towers	may	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial	condition.

# 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	in	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	for	tenants	on	towers	from	these	competitors	could	materially	and	adversely	affect	our	lease	rates	and	services	income,	as	well	as	require	us to	pay	significantly	more	to	acquire	assets.	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.

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

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

# If	we	fail	to	qualify	as	a	REIT	or	fail	to	remain	qualified	as	a	REIT,	we	would	be	subject	to	tax	at	corporate	income	tax	rates,	which	would	substantially	reduce funds	otherwise	available.

We	began	operating	as	a	REIT	for	federal	income	tax	purposes,	effective	for	the	taxable	year	beginning	January	1,	2012.	If	we	fail	to	qualify	as	a	REIT,	we	will be	taxed	at	corporate	income	tax	rates	unless	certain	relief	provisions	apply.	We	believe	that	we	are	organized	and	will	qualify	as	a	REIT	upon	timely	filing	our	federal income	tax	return	for	2012,	and	we	intend	to	operate	in	a	manner	that	will	allow	us	to	continue	to	qualify	as	a	REIT.	However,	we	cannot	guarantee	that	we	will	qualify or	remain	so	qualified,	including	if	our	Board	of	Directors	determines	it	is	no	longer	in	our	interests	to	be	a	REIT.

Qualification	as	a	REIT	requires	application	of	certain	highly	technical	and	complex	provisions	of	the	Internal	Revenue	Code	of	1986,	as	amended	(the	"Code"), which	provisions	may	change	from	time	to	time,	to	our	operations	as	well	as	various	factual	determinations	concerning	matters	and	circumstances	not	entirely	within	our control.	There	are	limited	judicial	or	administrative	interpretations	of	the	Code	provisions.

For	instance,	the	net	income	of	our	TRSs	is	not	required	to	be	distributed	to	us,	and	such	undistributed	TRS	income	is	generally	not	subject	to	our	REIT distribution	requirements.	However,	if	the	accumulation	of	cash	or	reinvestment	of	significant	earnings	in	our	TRSs	causes	the	fair	market	value	of	our	securities	in	those entities,	taken	together	with	other	non-qualifying	assets,	to	exceed	25%	of	the	fair	market	value	of	our	assets,	in	each	case	as	determined	for	REIT	asset	testing	purposes, we	would,	absent	timely	responsive	action,	fail	to	qualify	as	a	REIT.

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

•	 we	will	not	be	allowed	a	deduction	for	distributions	to	stockholders	in	computing	our	taxable	income;

•	 we	will	be	subject	to	federal	and	state	income	tax,	including	any	applicable	alternative	minimum	tax,	on	our	taxable	income	at	regular	corporate	tax	rates; and

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

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

# We	may	be	limited	in	our	ability	to	fund	required	distributions	using	cash	generated	through	our	TRSs.

As	a	REIT,	we	must	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	the	REIT	taxable	income	(determined	before	the	deduction	for	distributed earnings	and	excluding	any	net	capital	gain).	Timing	differences	between	the	receipt	of	income	and	the	recognition	of	income	for	federal	income	tax	purposes,	as	well as	the	effect	of	non-deductible	expenditures,	may	impair	our	ability	to	fund	required	distributions.	If	our	cash	available	for	distribution	falls	short	of	our	estimates,	we may	be	unable	to	maintain	distributions	that	approximate	our	REIT	taxable	income,	and	as	a	result,	may	fail	to	qualify	for	taxation	as	a	REIT.	To	the	extent	that	we satisfy	the	90%	distribution	requirement,	but	distribute	less	than	100%	of	our	REIT	taxable	income,	we	will	be	subject	to	federal	corporate	income	tax	on	our undistributed	taxable	income.	In	addition,	we	will	be	subject	to	a	4%	nondeductible	excise	tax	if	the	actual	amount	that	we	distribute	to	our	stockholders	for	a	calendar year	is	less	than	the	minimum	amount	specified	under	the	Code.

Our	ability	to	receive	distributions	from	our	TRSs	is	limited	by	the	rules	with	which	we	must	comply	to	maintain	our	status	as	a	REIT.	In	particular,	at	least	75% of	our	gross	income	for	each	taxable	year	as	a	REIT	must	be	derived	from	real	estate,	which	principally	includes	gross	income	from	the	leasing	of	our	communications sites	and	rental-related	services.	Consequently,	no	more	than	25%	of	our	gross	income	may	consist	of	dividend	income	from	our	TRSs	and	other	non-qualifying	types	of income.	Thus,	our	ability	to	receive

distributions	from	our	TRSs	may	be	limited,	and	may	impact	our	ability	to	fund	distributions	to	our	stockholders.	Specifically,	if	our	TRSs	become	highly	profitable,	we might	become	limited	in	our	ability	to	receive	net	income	from	our	TRSs	in	an	amount	required	to	fund	distributions	to	our	stockholders	commensurate	with	that profitability.

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

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

To	qualify	as	a	REIT	for	federal	income	tax	purposes,	we	must	continually	satisfy	tests	concerning,	among	other	things,	the	sources	of	our	income,	the	nature	and diversification	of	our	assets,	the	amounts	we	distribute	to	our	stockholders	and	the	concentration	of	ownership	of	our	stock.	Compliance	with	these	tests	will	require	us	to refrain	from	certain	activities	and	may	hinder	our	ability	to	make	certain	attractive	investments,	including	the	purchase	of	non-qualifying	assets,	the	expansion	of	non- real	estate	activities,	and	investments	in	the	businesses	to	be	conducted	by	our	TRSs,	and	to	that	extent	limit	our	opportunities	and	our	flexibility	to	change	our	business strategy.	We	could	also	be	required	to	liquidate	otherwise	attractive	investments,	and	could	be	limited	in	our	ability	to	hedge	liabilities	and	risks.	Furthermore, acquisition	opportunities	in	domestic	and	international	markets	may	be	adversely	affected	if	we	need	or	require	the	target	company	to	comply	with	some	REIT requirements	prior	to	closing.	In	addition,	we	may	receive	pressure	from	investors	not	to	pursue	growth	opportunities	that	are	not	immediately	accretive.

Under	the	Code,	no	more	than	25%	of	the	value	of	the	assets	of	a	REIT	may	be	represented	by	securities	of	one	or	more	TRSs	and	other	non-qualifying	assets. This	limitation	may	affect	our	ability	to	make	additional	investments	in	our	managed	networks	business	or	network	development	services	segment	as	currently	structured and	operated,	in	other	non-REIT	qualifying	operations	or	assets,	or	in	international	operations	conducted	through	TRSs	that	we	do	not	elect	to	bring	into	the	REIT structure.	To	meet	our	annual	distribution	requirements,	we	may	be	required	to	distribute	amounts	that	may	otherwise	be	used	for	our	operations,	including	amounts	that may	otherwise	be	invested	in	future	acquisitions,	capital	expenditures	or	repayment	of	debt,	and	it	is	possible	that	we	might	be	required	to	borrow	funds,	sell	assets	or raise	equity	to	fund	these	distributions,	even	if	the	then-prevailing	market	conditions	are	not	favorable	for	these	borrowings,	sales	or	offerings.

# Certain	of	our	business	activities	may	be	subject	to	corporate	level	income	tax	and	foreign	taxes,	which	reduce	our	cash	flows,	and	may	have	deferred	and contingent	tax	liabilities.

We	are	subject	to	certain	federal,	state,	local	and	foreign	taxes	on	our	income	and	assets,	including	alternative	minimum	taxes,	taxes	on	any	undistributed	income and	state,	local	or	foreign	income,	franchise,	property	and	transfer	taxes.	In	addition,	we	could,	in	certain	circumstances,	be	required	to	pay	an	excise	or	penalty	tax, which	could	be	significant	in	amount,	in	order	to	utilize	one	or	more	relief	provisions	under	the	Code	to	maintain	qualification	for	taxation	as	a	REIT.	Any	of	these	taxes would	decrease	our	earnings	and	our	available	cash.

Our	TRS	assets	and	operations	will	continue	to	be	subject,	as	applicable,	to	federal	and	state	corporate	income	taxes	and	to	foreign	taxes	in	the	jurisdictions	in which	those	assets	and	operations	are	located.

We	will	also	be	subject	to	a	federal	corporate	level	tax	at	the	highest	regular	corporate	rate	(currently	35%)	on	the	gain	recognized	from	a	sale	of	assets	occurring within	a	specified	period	(generally,	ten	years)	after	the	REIT	Conversion,	up	to	the	amount	of	the	built-in	gain	that	existed	on	January	1,	2012,	which	is	based	on	the	fair market	value	of	those	assets	in	excess	of	our	tax	basis	as	of	January	1,	2012.	Gain	from	a	sale	of	an	asset	occurring	after	the	specified	period	ends	will	not	be	subject	to this	corporate	level	tax.	We	currently	do	not

expect	to	sell	any	asset	if	the	sale	would	result	in	the	imposition	of	a	material	tax	liability,	but	our	plans	may	change	in	the	future.

# We	may	need	additional	financing	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and	to	satisfy	our	REIT	distribution	requirements.

To	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and	to	satisfy	our	REIT	distribution	requirements,	we	may	need	to	raise	additional	capital through	financing	activities,	sell	assets	or	raise	equity.	We	believe	our	cash	provided	by	operations	for	the	year	ending	December	31,	2013	will	sufficiently	fund	our	cash needs	for	operations,	capital	expenditures,	required	REIT	distribution	payments	and	cash	debt	service	(interest	and	principal	repayments)	obligations	through	2013. However,	we	anticipate	that	we	may	need	to	obtain	additional	sources	of	capital	in	the	future	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives	and satisfy	our	REIT	distribution	requirements.	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	capital	expenditures,	future	growth	and	expansion	initiatives	or	satisfy	our	REIT	distribution	requirements.

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

In	order	to	meet	the	REIT	distribution	requirements	and	maintain	our	qualification	and	taxation	as	a	REIT,	we	may	need	to	borrow	funds,	sell	assets	or	raise equity,	even	if	the	then-prevailing	market	conditions	are	not	favorable	for	these	borrowings,	sales	or	offerings.	Any	insufficiency	of	our	cash	flows	to	cover	our	REIT distribution	requirements	could	adversely	impact	our	ability	to	raise	short-	and	long-term	debt,	to	sell	assets	or	to	offer	equity	securities.	Furthermore,	the	REIT distribution	requirements	may	increase	the	financing	we	need	to	fund	capital	expenditures,	future	growth	and	expansion	initiatives.	This	would	increase	our	total leverage.

As	of	December	31,	2012,	we	had	approximately	$8.8	billion	of	consolidated	debt	and	the	ability	to	borrow	additional	amounts	of	approximately	$0.7	billion under	our	credit	facilities.	Our	leverage	could	render	us	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	credit	facilities	and	obtain	additional long-term	debt	and	working	capital	lines	of	credit	to	meet	future	financing	needs.

Our	leverage	could	have	significant	negative	consequences	on	our	business,	results	of	operations	or	financial	condition,	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	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	or	REIT	distributions;

•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	common	stock	or	make	distributions	to	our	stockholders;	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	agreements	related	to	our	securitization	transaction,	the	loan	agreements	for	our	credit	facilities	and	the	indentures	governing	our debt	securities	could	materially	and	adversely	affect	our	business	by	limiting	flexibility.

The	loan	agreement	related	to	our	securitization	transaction	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	transaction	are	prohibited	from	incurring	other	indebtedness	for borrowed	money	or	further	encumbering	their	assets.	A	failure	to	comply	with	the	covenants	in	the	loan	agreement	could	prevent	the	borrowers	from	taking	certain actions	with	respect	to	the	towers	subject	to	the	securitization	transaction	and	could	prevent	the	borrowers	from	distributing	any	excess	cash	from	the	operation	of	such towers	to	us.	If	the	borrowers	were	to	default	on	the	loan,	the	servicer	on	the	loan	could	seek	to	foreclose	upon	or	otherwise	convert	the	ownership	of	the	towers	subject to	the	securitization	transaction,	in	which	case	we	could	lose	such	towers	and	the	excess	cash	flow	associated	with	such	towers.

The	loan	agreements	for	our	credit	facilities	contain	restrictive	covenants,	as	well	as	requirements	to	comply	with	certain	leverage	and	other	financial	maintenance tests,	and	could	thus	limit	our	ability	to	take	various	actions,	including	incurring	additional	debt,	guaranteeing	indebtedness	or	making	distributions	to	stockholders,	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.	Further,	if	these	limits	prevent	us	from	satisfying	our	REIT	distribution	requirements,	we	could	fail to	qualify	for	taxation	as	a	REIT.	If	these	limits	do	not	jeopardize	our	qualification	for	taxation	as	a	REIT	but	nevertheless	prevent	us	from	distributing	100%	of	our REIT	taxable	income,	we	would	be	subject	to	federal	corporate	income	tax,	and	potentially	a	nondeductible	excise	tax,	on	the	retained	amounts.

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	8	to	our	consolidated	financial	statements	included	in	this	Annual Report.

# We	may	incur	goodwill	and	other	intangible	asset	impairment	charges	which	could	result	in	a	significant	reduction	to	our	earnings.

We	review	goodwill	and	intangible	assets	annually	to	determine	if	it	is	impaired	or	more	frequently	in	the	event	of	circumstances	indicating	potential	impairment. These	circumstances	could	include	a	decline	in	our	actual	or	expected	future	cash	flows	or	income,	a	significant	adverse	change	in	the	business	climate,	a	decline	in market	capitalization,	or	slower	growth	rates	in	our	industry,	among	others.	If	the	testing	performed	indicates	that	impairment	has	occurred,	we	are	required	to	record	a non-cash	impairment	charge	for	the	difference	between	the	carrying	value	of	the	goodwill	or	other	intangible	assets	and	the	implied	fair	value	of	the	goodwill	or	other intangible	assets	in	the	period	the	determination	is	made.

While	we	did	not	record	any	impairment	charges	during	the	year	ended	December	31,	2012,	it	is	possible	that	in	the	future,	we	may	be	required	to	record impairment	charges	for	our	goodwill	or	for	other	intangible	assets.	These	charges	could	be	significant,	which	could	have	a	material	adverse	effect	on	our	business, results	of	operations	or	financial	condition.

# We	have	limited	experience	operating	as	a	REIT,	which	may	adversely	affect	our	financial	condition,	results	of	operations,	cash	flow	and	ability	to	satisfy	debt service	obligations.

We	have	only	been	operating	as	a	REIT	since	January	1,	2012.	Accordingly,	the	experience	of	our	senior	management	operating	a	REIT	is	limited	and	may adversely	affect	our	ability	to	qualify	or	remain	qualified	as	a	REIT.	Failure	to	maintain	REIT	status	could	adversely	affect	our	financial	condition,	results	of	operations, cash	flow	and	ability	to	satisfy	debt	service	obligations.

# We	could	have	liability	under	environmental	and	occupational	safety	and	health	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	or	financial	condition.

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

Our	towers	are	subject	to	risks	associated	with	natural	disasters,	such	as	ice	and	wind	storms,	tornadoes,	floods,	hurricanes	and	earthquakes,	as	well	as	other unforeseen	events.	Any	damage	or	destruction	to	our	towers	or	data	centers,	or	certain	unforeseen	events,	may	impact	our	ability	to	provide	services	to	our	tenants. 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	our	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	event.	If	we	are	unable	to	provide	services	to	our	tenants,	it	could	lead	to	tenant	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	undermine	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	or	environmental	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	our	tenants	and	the	market	for wireless	services,	which	could	materially	and	adversely	affect	our	business,	results	of	operations	or	financial	condition.	We	do	not	maintain	any	significant	insurance with	respect	to	these	matters.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

# None.

# ITEM	2. PROPERTIES

Details	of	each	of	our	principal	offices	as	of	December	31,	2012	are	provided	below:

| Country | Function | Size	(approximate<br>square	feet) | Property	Interest |
| :--- | :--- | :--- | :--- |
| United\tStates\tOffices |  |  |  |
| Boston,\tMA | Corporate\tHeadquarters\tand\tAmerican\tTower\tInternational | 28,000 | Leased |
|  | Headquarters |  |  |
| Southborough,\tMA | Information\tTechnology\tData\tCenter | 24,300 | Leased |
| Woburn,\tMA | US\tTower\tDivision\tHeadquarters,\tLease\tAdministration,\tSite\tLeasing | 91,600 | 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,\tManaged\tNetworks\tand\tStructural\tEngineering | 63,500 | Leased\tand |
|  | Services\tHeadquarters |  | Owned(2) |
| Latin\tAmerica\tOffices |  |  |  |
| Bogota,\tColombia | Colombia\tHeadquarters | 13,800 | Leased(3) |
| Lima,\tPeru | Peru\tHeadquarters | 3,700 | Leased(4) |
| Mexico\tCity,\tMexico | Mexico\tHeadquarters | 41,200 | Leased(5) |
| Santiago,\tChile | Chile\tHeadquarters | 9,200 | Leased(6) |
| Sao\tPaulo,\tBrazil | Brazil\tHeadquarters | 19,200 | Leased |
| Asia\tOffices |  |  |  |
| Delhi,\tIndia | India\tHeadquarters | 7,200 | Leased |
| Mumbai,\tIndia | India\tOperations\tCenter | 13,600 | Leased(7) |
| EMEA\tOffices |  |  |  |
| Accra,\tGhana | Ghana\tHeadquarters | 27,400 | Leased |
| Johannesburg,\tSouth\tAfrica | South\tAfrica\tHeadquarters | 16,100 | Leased |
| Kampala,\tUganda | Uganda\tHeadquarters | 8,800 | Leased |
| Düsseldorf,\tGermany | Germany\tHeadquarters | 500 | Leased(8) |

(1) The	Woburn	facility	is	approximately	163,000	square	feet.	Currently,	our	offices	occupy	approximately	91,600	square	feet.	We	lease	the	remaining	space	to unaffiliated	tenants.

(2) We	own	a	50,000	square	foot	facility	and	lease	20,500	square	feet	of	office	space.	We	lease	7,000	square	feet	in	the	owned	facility	to	an	unaffiliated	tenant.

(3) We	lease	two	office	spaces	that	together	occupy	an	aggregate	of	approximately	13,800	square	feet.

(5) We	lease	four	office	spaces	that	together	occupy	an	aggregate	of	approximately	41,200	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.

As	of	December	31,	2012,	we	own	and	operate	a	portfolio	of	54,604	communications	sites	in	the	United	States,	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India, Mexico,	Peru,	South	Africa	and	Uganda.	See	the	table	in	Item	7	of	this	Annual	Report,	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations—Executive	Overview"	for	more	detailed	information	on	the	geographic	locations	of	our	communications	sites.	In	addition,	we	own property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators	in	the	United	States,	which	are	included	in	our	domestic	rental	and management	segment.

Domestic	Rental	and	Management	Segment.	Our	interests	in	our	domestic	communications	sites	are	comprised	of	a	variety	of	ownership	interests,	including	leases created	by	long-term	ground	lease	agreements,	easements,	licenses	or	rights-of-way	granted	by	government	entities.	Pursuant	to	the	loan	agreement	for	our	securitization transaction,	the	5,278	tower	sites	in	the	United	States	subject	to	our	securitization	transaction	as	of	December	31,	2012,	are	subject	to	mortgages,	deeds	of	trust	and deeds	to	secure	the	loan.	In	addition,	1,471	property	interests	in	the	United	States	are	subject	to	mortgages	and	deeds	of	trust	to	secure	notes	assumed	in	connection	with the	acquisition	of	certain	legal	entities	from	Unison	Holdings	LLC	and	Unison	Site	Management	II,	L.L.C.	(the	"Unison	Acquisition").

A	typical	domestic	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.	The	principal	types	of	our	domestic	towers	are	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	tower	is	a	tubular	structure	that	is	used	primarily	to	address	space	constraints	or	aesthetic	concerns.	Monopoles	typically	have	heights	ranging from	50	to	200	feet.	A	monopole	tower	site	used	in	metropolitan	areas	for	a	typical	wireless	communications	tower	can	consist	of	a	tract	of	land	of	fewer than	2,500	square	feet.

International	Rental	and	Management	Segment.	Our	interests	in	our	international	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	private	or	government	entities.

A	typical	international	tower	site	consists	of	a	compound	enclosing	the	tower	site,	a	tower	structure,	backup	or	auxiliary	power	generators	and	batteries,	and	one or	more	equipment	shelters	that	house	a	variety	of	transmitting,	receiving	and	switching	equipment.	The	four	principal	types	of	our	international	towers	are	guyed,	self- supporting	lattice,	monopole	and	rooftop.	Guyed,	self-supporting	lattice	and	monopole	structures	are	similar	to	those	in	our	domestic	segment.	Rooftop	towers	are primarily	used	in	metropolitan	areas,	where	locations	for	traditional	tower	structures	are	unavailable.	Rooftop	towers	typically	have	heights	ranging	from	10	to	100	feet.

Of	the	54,604	communications	sites	in	our	portfolio	as	of	December	31,	2012,	approximately	88%	are	located	on	land	we	lease.	Domestically,	ground	leases	for land	underlying	our	towers	generally	have	a	term	of

approximately	twenty	to	twenty-five	years,	which	is	comprised	of	an	initial	term	of	approximately	five	years	with	three	or	four	automatic	five-year	renewal	periods. Internationally,	ground	leases,	or	similar	agreements	that	grant	use	rights	for	land	underlying	our	towers,	typically	also	have	a	term	of	approximately	twenty	to	twenty- five	years,	which	is	comprised	of	an	initial	term	ranging	from	five	to	ten	years	with	one	or	more	automatic	or	exercisable	renewal	periods.	As	a	result,	approximately 78%	of	the	ground	agreements	for	our	sites	have	a	final	expiration	date	of	2022	and	beyond.

Tenants.	Our	tenants	are	primarily	wireless	service	providers,	broadcasters	and	other	communications	service	providers.	As	of	December	31,	2012,	our	four	top tenants	by	revenue	were	AT&T	Mobility	(18%),	Sprint	Nextel	(14%),	Verizon	Wireless	(11%)	and	T-Mobile	USA	(8%).	In	general,	our	tenant	leases	have	an	initial non-cancellable	term	of	five	to	ten	years,	with	multiple	five-year	renewal	terms	thereafter.	As	a	result,	approximately	79%	of	our	current	tenant	leases	have	a	renewal date	of	2018	or	beyond.

# ITEM	3. LEGAL	PROCEEDINGS

On	June	2,	2011,	we	received	a	subpoena	from	the	SEC	requesting	certain	documents	from	2007	through	the	date	of	the	subpoena,	including	in	particular documents	related	to	our	tax	accounting	and	reporting.	On	November	6,	2012,	the	SEC	notified	us	that	its	investigation	has	been	completed.	The	SEC	indicated	that	it does	not	intend	to	recommend	any	enforcement	action	against	us.

One	of	our	subsidiaries,	SpectraSite	Communications,	Inc.	("SCI"),	a	predecessor	in	interest	by	conversion	to	SpectraSite	Communications,	LLC,	was	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	acquisition	of	SCI	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	did	not	have	the	necessary jurisdiction	over	SCI.	In	September	2010,	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	have,	if	enforceable,	re-imposed	liability	on	SCI	if	the	primary	defendant	in	the	case	were unable	to	satisfy	the	judgment.	In	its	decision,	the	intermediate	appellate	court	identified	potential	damages,	in	the	form	of	potential	statutory	interest,	of	approximately $6.7	million	as	of	that	date.	On	October	14,	2010,	we	filed	a	new	constitutional	appeal	to	again	dispute	the	decision,	which	was	rejected	on	January	24,	2012.	The	case was	returned	to	the	trial	court	to	determine	whether	any	actual	damages	should	be	awarded	to	the	Mexican	carrier.	On	August	2,	2012,	the	trial	court	entered	judgment against	the	primary	defendant	and	SCI	in	the	amount	of	approximately	$6.5	million.	Each	party	appealed	the	trial	court's	determination	and	on	October	17,	2012,	the appellate	court	entered	judgment	against	the	primary	defendant	in	the	amount	of	approximately	$7.9	million	with	SCI	responsible	for	any	amount	not	recoverable	from the	primary	defendant.	On	November	9,	2012,	SCI	filed	a	constitutional	appeal	of	the	appellate	court	ruling.	In	connection	with	our	acquisition	of	a	portfolio	of communications	sites	from	the	Mexican	carrier	on	January	31,	2013,	the	Mexican	carrier	released	all	of	its	claims	against	SCI,	including	any	obligation	of	SCI	to	pay any	damages.

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

# ITEM	4. MINE	SAFETY	DISCLOSURES

# PART	II

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

The	following	table	presents	reported	quarterly	high	and	low	per	share	sale	prices	of	our	common	stock	on	the	New	York	Stock	Exchange	("NYSE")	for	the	years 2012	and	2011.

| 2012 | High | Low |
| :--- | :--- | :--- |
| Quarter\tended\tMarch\t31 | $64.38 | $58.81 |
| Quarter\tended\tJune\t30 | \t 69.91 | \t 61.62 |
| Quarter\tended\tSeptember\t30 | \t 73.07 | \t 69.14 |
| Quarter\tended\tDecember\t31 | \t 77.27 | \t 71.07 |

| 2011 | High | Low |
| :--- | :--- | :--- |
| Quarter\tended\tMarch\t31 | $56.73 | $46.61 |
| Quarter\tended\tJune\t30 | \t 55.48 | \t 49.52 |
| Quarter\tended\tSeptember\t30 | \t 55.21 | \t 46.35 |
| Quarter\tended\tDecember\t31 | \t 60.70 | \t 52.86 |

# Dividends

As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	expect	to	distribute	all	or	substantially	all	of	our	REIT	taxable	income	so	as	to	not	be	subject	to income	tax	or	excise	tax	on	undistributed	REIT	taxable	income.	The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	our	Board	of Directors	and	will	be	declared	based	upon	various	factors,	a	number	of	which	may	be	beyond	our	control,	including	our	financial	condition	and	operating	cash	flows,	the amount	required	to	maintain	REIT	status	and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing and	future	debt	instruments,	our	ability	to	utilize	NOLs	to	offset	our	distribution	requirements,	limitations	on	our	ability	to	fund	distributions	using	cash	generated through	our	TRSs	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

During	the	year	ended	December	31,	2010,	a	pre-REIT	year,	there	were	no	cash	distributions	declared.	Prior	to	our	REIT	Conversion,	during	the	year	ended December	31,	2011,	we	paid	a	one-time	special	cash	distribution	to	our	stockholders	of	approximately	$137.8	million,	or	$0.35	per	share	of	common	stock.	During	the year	ended	December	31,	2012,	we	declared	and	paid	the	following	regular	cash	distributions	to	our	stockholders:

| Payment	Date | Record	Date | Distribution<br>per	share | Aggregate	Payment<br>Amount<br>(in	millions) |
| :--- | :--- | :--- | :--- |
| April\t25,\t2012 | April\t11,\t2012 | $0.21 | $82.9 |
| July\t18,\t2012 | July\t2,\t2012 | $0.22 | $86.9 |
| October\t15,\t2012 | October\t1,\t2012 | $0.23 | $90.9 |
| \tDecember\t31,\t2012 | \tDecember\t17,\t2012 | $0.24 | $94.8 |

# 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,	2007,	$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.

|  |  |  | Cumulative	Total	Returns | Cumulative	Total	Returns |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 12/07 | 12/08 | 12/09 | 12/10 | 12/11 | 12/12 |
| American\tTower\tCorporation | $100.00 | $68.83 | $101.43 | $ 121.22 | $ 141.72 | $184.85 |
| S&amp;P\t500\tIndex | 100.00 | 63.00 | 79.67 | 91.67 | 93.61 | 108.59 |
| Dow\tJones\tU.S.\tTelecommunications\tEquipment\tIndex | 100.00 | 59.44 | 89.65 | 92.61 | 85.30 | 93.62 |

# Issuer	Purchases	of	Equity	Securities

During	the	three	months	ended	December	31,	2012,	we	repurchased	619,314	shares	of	our	common	stock	for	an	aggregate	of	approximately	$46.0	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(2) | 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\t2012 | 27,524 | $72.62 | 27,524 | $1,300.1 |
| November\t2012 | 489,390 | $74.22 | 489,390 | $1,263.7 |
| December\t2012 | 102,400 | $74.83 | 102,400 | $1,256.1 |
| Total\tFourth\tQuarter | 619,314 | $74.25 | 619,314 | $1,256.1 |

(1) Repurchases	made	pursuant	to	the	$1.5	billion	stock	repurchase	program	approved	by	our	Board	of	Directors	in	March	2011	(the	"2011	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.

(2) Average	price	per	share	is	calculated	using	the	aggregate	price,	excluding	commissions	and	fees.

We	continued	to	repurchase	shares	of	our	common	stock	pursuant	to	our	2011	Buyback	subsequent	to	December	31,	2012.	Between	January	1,	2013	and January	21,	2013,	we	repurchased	an	additional	15,790	shares	of	our	common	stock	for	an	aggregate	of	$1.2	million,	including	commissions	and	fees,	pursuant	to	the 2011	Buyback.	As	a	result,	as	of	January	21,	2013,	we	had	repurchased	a	total	of	approximately	4.3	million	shares	of	our	common	stock	under	the	2011	Buyback	for	an aggregate	of	$245.2	million,	including	commissions	and	fees.	We	expect	to	continue	to	manage	the	pacing	of	the	remaining	$1.3	billion	under	the	2011	Buyback	in response	to	general	market	conditions	and	other	relevant	factors.

# ITEM	6. SELECTED	FINANCIAL	DATA

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

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.

Year-over-year	comparisons	are	significantly	affected	by	our	acquisitions,	dispositions	and,	to	a	lesser	extent,	construction	of	towers.

|  |  |  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 | 2009 | 2008 |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| Revenues: |  |  |  |  |  |
| Rental\tand\tmanagement | $2,803,490 | $2,386,185 | $1,936,373 | $1,668,420 | $1,547,035 |
| Network\tdevelopment\tservices | 72,470 | 57,347 | 48,962 | 55,694 | 46,469 |
| Total\toperating\trevenues | \t 2,875,960 | \t 2,443,532 | \t 1,985,335 | \t 1,724,114 | \t 1,593,504 |
| Operating\texpenses: |  |  |  |  |  |
| Cost\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| Rental\tand\tmanagement(1) | $686,681 | $590,272 | $447,629 | $383,990 | $363,024 |
| Network\tdevelopment\tservices(2) | 35,798 | 30,684 | 26,957 | 32,385 | 26,831 |
| Depreciation,\tamortization\tand\taccretion(3) | 644,276 | 555,517 | 460,726 | 414,619 | 405,332 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense(4) | 327,301 | 288,824 | 229,769 | 201,694 | 180,374 |
| Other\toperating\texpenses | 62,185 | 58,103 | 35,876 | 19,168 | 11,189 |
| Total\toperating\texpenses | \t 1,756,241 | \t 1,523,400 | \t 1,200,957 | \t 1,051,856 | 986,750 |
| Operating\tincome | \t 1,119,719 | 920,132 | 784,378 | 672,258 | 606,754 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,258 | 14,214 | 14,212 | 14,210 | 14,253 |
| Interest\tincome | 7,680 | 7,378 | 5,024 | 1,722 | 3,413 |
| Interest\texpense | (401,665) | (311,854) | (246,018) | (249,803) | (253,584) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (398) | — | (1,886) | (18,194) | (4,904) |
| Other\t(expense)\tincome | (38,300) | (122,975) | 315 | 1,294 | 5,988 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\ton\tequity |  |  |  |  |  |
| method\tinvestments | 701,294 | 506,895 | 556,025 | 421,487 | 371,920 |
| Income\ttax\tprovision | (107,304) | (125,080) | (182,489) | (182,565) | (135,509) |
| Income\ton\tequity\tmethod\tinvestments | 35 | 25 | 40 | 26 | 22 |
| Income\tfrom\tcontinuing\toperations | 594,025 | 381,840 | 373,576 | 238,948 | 236,433 |
| Income\tfrom\tdiscontinued\toperations,\tnet(5) | — | — | 30 | 8,179 | 110,982 |
| Net\tincome | 594,025 | 381,840 | 373,606 | 247,127 | 347,415 |
| Net\tloss\t(income)\tattributable\tto\tnoncontrolling\tinterest | 43,258 | 14,622 | (670) | (532) | (169) |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $637,283 | $396,462 | $372,936 | $246,595 | $347,246 |
| Basic\tincome\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tattributable |  |  |  |  |  |
| to\tAmerican\tTower\tCorporation(6) | $1.61 | $1.00 | $0.93 | $0.60 | $0.60 |
| Diluted\tincome\tper\tcommon\tshare\tfrom\tcontinuing\toperations\tattributable |  |  |  |  |  |
| to\tAmerican\tTower\tCorporation(6) | $1.60 | $0.99 | $0.92 | $0.59 | $0.58 |
| Weight\taverage\tcommon\tshares\toutstanding(6)\nBasic |  |  |  |  |  |
|  | 394,772 | 395,711 | 401,152 | 398,375 | 395,947 |
| Diluted | 399,287 | 400,195 | 404,072 | 406,948 | 418,357 |
| Distribution\tdeclared\tper\tshare | $0.90 | $0.35 | — | — | — |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges(7) | 2.32x | 2.19x | 2.65x | 2.27x | 2.12x |

|  | 2012 | 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData:(8) |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash)(9) | $437,934 | $372,406 | $959,935 | $295,129 | $194,943 |
| Property\tand\tequipment,\tnet | 5,789,995 | 4,981,722 | 3,683,474 | \t 3,169,623 | \t 3,022,636 |
| Total\tassets | \t 14,089,129 | \t 12,242,395 | \t 10,370,084 | \t 8,519,931 | \t 8,211,665 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | 8,753,376 | 7,236,308 | 5,587,388 | \t 4,211,581 | \t 4,333,146 |
| Total\tAmerican\tTower\tCorporation\tequity | 3,573,101 | 3,287,220 | 3,501,444 | \t 3,315,082 | \t 2,991,322 |

(1) For	the	years	ended	December	31,	2012	and	2011,	amount	includes	approximately	$0.8	million	and	$1.1	million,	respectively,	in	stock-based	compensation expense.	For	the	years	ended	December	31,	2008	through	2010,	there	was	no	stock-based	compensation	expense	included.

(3) 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.

(5) We	ceased	to	consolidate	Verestar,	Inc's	("Verestar")	financial	results	beginning	in	December	2003	and	reported	the	results	as	discontinued	operations.	Income from	discontinued	operations	for	2008	includes	an	income	tax	benefit	of	$110.1	million	related	to	losses	associated	with	our	investment	in	Verestar.

(6) 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	unvested	restricted	stock,	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.	Dilutive	common	share	equivalents	also include	the	dilutive	impact	of	the	Verizon	transaction	(see	note	18	to	our	consolidated	financial	statements	included	in	this	Annual	Report).

(7) 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"	consists	of	interest	expense,	including	amounts	capitalized, amortization	of	debt	discounts	and	premiums	and	related	issuance	costs	and	the	component	of	rental	expense	associated	with	operating	leases	believed	by management	to	be	representative	of	the	interest	factor	thereon.

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

(9) As	of	December	31,	2012,	2011,	2010,	2009	and	2008,	includes	approximately	$69.3	million,	$42.2	million,	$76.0	million,	$47.8	million	and	$51.9	million, respectively,	in	restricted	funds	pledged	as	collateral	to	secure	obligations	and	cash	that	is	otherwise	limited	by	contractual	provisions.

# 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	of	contingent	assets	and	liabilities	at	the	date	of	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"	below.

Our	continuing	operations	are	reported	in	three	segments,	domestic	rental	and	management,	international	rental	and	management	and	network	and	development services.	Among	other	factors,	management	uses	segment	gross	margin	and	segment	operating	profit	in	its	assessment	of	operating	performance	in	each	business segment.	We	define	segment	gross	margin	as	segment	revenue	less	segment	operating	expenses,	excluding	stock-based	compensation	recorded	in	costs	of	operations; 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	international	rental	and	management	segment	also	include	interest	income,	TV	Azteca, net	(see	note	20	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	(loss)	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,	radio	and	television	broadcast	companies, wireless	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	In	addition	to	the	communications	sites	in	our	portfolio,	we manage	rooftop	and	tower	sites	for	property	owners	under	various	contractual	arrangements.	We	also	hold	property	interests	that	we	lease	to	communications	service providers	and	third-party	tower	operators.	We	refer	to	this	business	as	our	rental	and	management	operations,	which	accounted	for	approximately	97%	of	our	total revenues	for	the	year	ended	December	31,	2012	and	includes	our	domestic	rental	and	management	segment	and	our	international	rental	and	management	segment. 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.	We	began	operating	as	a	REIT for	federal	income	tax	purposes	effective	January	1,	2012.

The	following	table	details	the	number	of	communications	sites	we	own	or	operate	in	the	countries	in	which	we	operate	as	of	December	31,	2012:

| Country | Number	of<br>Owned	Sites | Number	of<br>Operated	Sites(1) |
| :--- | :--- | :--- |
| United\tStates | 16,378 | 6,421 |
| International: |  |  |
| Brazil | 4,193 | 155 |
| Chile | 1,181 | — |
| Colombia | 2,298 | 706 |
| Germany | 2,031 | — |
| Ghana | 1,931 | — |
| India | 10,383 | — |
| Mexico | 5,581 | 199 |
| Peru | 500 | — |
| South\tAfrica | 1,604 | — |
| Uganda | 1,043 | — |

(1) All	of	the	sites	we	operate	are	held	pursuant	to	long-term	capital	leases,	including	those	subject	to	purchase	options.

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	during	the	year	ended	December	31,	2012	is	recurring	revenue	that we	should	continue	to	receive	in	future	periods.	Based	upon	foreign	currency	exchange	rates	and	the	tenant	leases	in	place	as	of	December	31,	2012,	we	expect	to generate	approximately	$20	billion	of	non-cancellable	tenant	lease	revenue	over	future	periods,	excluding	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,	typically	annually	based	on	a	fixed	percentage	(on	average	approximately 3.5%	in	the	United	States),	inflation,	or	inflation	with	a	fixed	minimum	or	maximum	escalation	for	the	year.	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	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	are	non-cancellable;	however	in	some	instances,	a	lease	may	be	cancelled upon	the	payment	of	a	termination	fee.

Revenue	lost	from	either	cancellations	of	leases	at	the	end	of	their	terms	or	rent	negotiations	historically	have	not	had	a	material	adverse	effect	on	the	revenues generated	by	our	rental	and	management	operations.	During	the	year	ended	December	31,	2012,	loss	of	annual	revenue	from	tenant	lease	cancellations	or	renegotiations represented	less	than	1.3%	of	our	rental	and	management	operations	revenues.

Rental	and	Management	Operations	Revenue	Growth.	The	primary	factors	affecting	the	revenue	growth	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	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	as	wireless	carriers	seek	to	increase	the coverage	and	capacity	of	their	networks	as	well	as	roll	out	next	generation	wireless	technologies.	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	risk	adjusted	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	through	collocation.	Our	ability	to	lease	additional	space	on	our	sites	is	primarily	a function	of	the	rate	at	which	wireless	carriers	deploy	capital	to	improve	and	expand	their	wireless	networks.	This	rate,	in	turn,	is	influenced	by	the	growth	of	wireless communications	services	and	related	infrastructure	needs,	the	financial	performance	of	our	tenants	and	their	access	to	capital,	and	general	economic	conditions.	The following	key	trends	within	each	market	that	we	serve	provide	opportunities	for	organic	revenue	growth:

•	 Domestic.	As	a	result	of	the	rapid	subscriber	adoption	of	wireless	data	applications,	wireless	service	providers	in	the	United	States	continue	to	invest	in their	wireless	networks	by	adding	new	cell	sites	as	well	as	additional	equipment	to	their	existing	cell	sites.	This	level	of	wireless	communications	services growth	has	driven	wireless	providers	in	the	United	States	to	deploy	consistent	levels	of	annual	wireless	capital	investment	and	as	a	result,	we	have experienced	strong	demand	for	our	communications	sites.

We	expect	the	following	key	industry	trends	will	result	in	incremental	revenue	opportunities	for	us:

•The	deployment	of	advanced	wireless	technology	across	existing	wireless	networks	will	provide	higher	speed	data	services	and	enable	fixed broadband	substitution.	As	a	result,	our	tenants	continue	to	deploy	additional	equipment	across	their	existing	networks.

•	 Wireless	service	providers	compete	based	on	the	overall	capacity	and	coverage	of	their	existing	wireless	networks.	To	maintain	or	improve	their network	performance	as	overall	network	usage	increases,	our	tenants	continue	to	deploy	additional	equipment	across	their	existing	sites	as	well	as add	new	cell	sites.

•	 Wireless	service	providers	are	also	investing	in	reinforcing	their	networks	through	incremental	backhaul	and	the	utilization	of	on-site	generators, which	results	in	additional	equipment	leased	at	the	tower	site.

•	 Wireless	service	providers	continue	to	acquire	additional	spectrum,	and	as	a	result	are	expected	to	add	additional	equipment	to	their	network	as	they seek	to	optimize	their	network	configuration.

We	signed	holistic	master	lease	agreements	with	three	of	our	four	major	tenants	in	the	United	States,	which	provide	for	consistent,	long-term	revenue growth	and	a	reduction	in	the	potential	impact	of	churn.	Typically,	these	agreements	include	built-in	annual	escalators,	fixed	annual	charges	which	permit our	tenants	to	place	a	pre-determined	amount	of	equipment	on	our	sites	and	provisions	for	incremental	lease	payments	if	the	equipment	levels	are	exceeded. Our	holistic	master	lease	agreements	build	and	foster	strong	strategic	partnerships	with	our	tenants	and	have	significantly	reduced	collocation	cycle	times, thereby	providing	our	tenants	with	the	ability	to	rapidly	deploy	technology	on	our	sites.

•International.	Most	of	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	predominantly	driven	by	continued	voice	network	investments,	new	market	entrants	and	initial	third	generation ("3G")	data	network	deployments.	For	example,	in	India,	nationwide	voice	networks

continue	to	be	deployed	as	wireless	service	providers	are	beginning	their	investments	in	3G	data	networks.	Similarly,	in	Ghana	and	Uganda,	wireless service	providers	continue	to	build	out	their	voice	and	data	networks	in	order	to	satisfy	increasing	demand	for	wireless	services.	In	South	Africa,	where voice	networks	are	in	a	more	advanced	stage	of	development,	carriers	are	beginning	to	deploy	3G	data	networks	across	spectrum	acquired	in	recent spectrum	auctions.	In	Mexico	and	Brazil,	where	nationwide	voice	networks	have	also	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	to	begin	their	initial	investments in	3G	data	networks.	In	markets	such	as	Chile,	Peru	and	Colombia,	recent	or	anticipated	spectrum	auctions	are	expected	to	drive	investment	in	nationwide voice	and	3G	data	networks.	In	Germany,	our	most	mature	international	wireless	market,	demand	is	currently	being	driven	by	a	government-mandated rural	fourth	generation	network	build-out,	as	well	as	other	tenant	initiatives	to	deploy	next	generation	wireless	services.	We	believe	incremental	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,	2012,	we	grew	our	portfolio	of	communications	real	estate through	acquisitions	and	construction	activities,	including	the	acquisition	and	construction	of	approximately	8,810	sites.	In	a	majority	of	our	international	markets,	the acquisition	or	construction	of	new	sites	results	in	increased	pass-through	revenues	and	expenses.	We	continue	to	evaluate	opportunities	to	acquire	larger	communications real	estate	portfolios,	both	domestically	and	internationally,	to	determine	whether	they	meet	our	risk	adjusted	hurdle	rates	and	whether	we	believe	we	can	effectively integrate	them	into	our	existing	portfolio.

(1) The	majority	of	sites	acquired	or	constructed	in	2012	were	in	Brazil,	Germany,	India	and	Uganda;	in	2011	were	in	Brazil,	Colombia,	Ghana,	India,	Mexico	and South	Africa;	and	in	2010	were	in	Chile,	Colombia,	India	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	relatively	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,	including	in	connection	with	provider	network	upgrades.

Rental	and	Management	Operations	Expenses.	Direct	operating	expenses	incurred	by	our	domestic	and	international	rental	and	management	segments	include direct	site	level	expenses	and	consist	primarily	of	ground	rent,	property	taxes,	repairs	and	maintenance,	security	and	power	and	fuel	costs,	some	of	which	may	be	passed through	to	our	tenants.	These	segment	direct	operating	expenses	exclude	all	segment	and	corporate	selling,	general,	administrative	and	development	expenses,	which	are aggregated	into	one	line	item	entitled	selling,	general,	administrative	and	development	expense	in	our	consolidated	statements	of	operations.	In	general,	our	domestic and	international	rental	and	management	segments	selling,	general,	administrative	and	development	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.	We	may	incur	additional	segment	selling,	general,	administrative	and	development	expenses	as	we	increase	our	presence	in geographic	areas	where	we	have	recently	launched	operations	or	are	focused	on	expanding	our	portfolio.	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	Conversion.	We	began	operating	as	a	REIT	effective	January	1,	2012.	The	REIT	tax	rules	require	that	we	derive	most	of	our	income,	other	than	income generated	by	a	TRS,	from	investments	in	real	estate,	which	for	us	primarily	consists	of	income	from	the	leasing	of	our	communications	sites.	Under	the	Code, maintaining	REIT	status	generally	requires	that	no	more	than	25%	of	the	value	of	the	REIT's	assets	be	represented	by	securities	of	one	or	more	TRSs	and	other	non- qualifying	assets.

A	REIT	must	annually	distribute	to	its	stockholders	an	amount	equal	to	at	least	90%	of	its	REIT	taxable	income	(determined	before	the	deduction	for	distributed earnings	and	excluding	any	net	capital	gain).	During	the	year	ended	December	31,	2012,	we	paid	an	aggregate	of	approximately	$355.6	million	in	regular	cash distributions	to	our	stockholders.	We	intend	to	continue	paying	regular	distributions	in	2013.	The	amount,	timing	and	frequency	of	future	distributions	will	be	at	the	sole discretion	of	our	Board	of	Directors	and	will	be	declared	based	upon	various	factors,	a	number	of	which	may	be	beyond	our	control,	including	our	financial	condition and	operating	cash	flows,	the	amount	required	to	maintain	REIT	status	and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations on	distributions	in	our	existing	and	future	debt	instruments,	our	ability	to	utilize	NOLs	to	offset,	in	whole	or	in	part,	our	distribution	requirements,	limitations	on	our ability	to	fund	distributions	using	cash	generated	through	our	TRSs	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

For	more	information	on	the	requirements	to	qualify	as	a	REIT,	see	Item	1	of	this	Annual	Report	under	the	caption	"Business—Overview,"	and	Item	1A	of	this Annual	Report	under	the	caption	"Risk	Factors—If	we	fail	to	qualify	as	a	REIT	or	fail	to	remain	qualified	as	a	REIT,	we	would	be	subject	to	tax	at	corporate	income	tax rates,	which	would	substantially	reduce	funds	otherwise	available"	and	"—Certain	of	our	business	activities	may	be	subject	to	corporate	level	income	tax	and	foreign taxes,	which	reduce	our	cash	flows,	and	may	have	deferred	and	contingent	tax	liabilities."

# 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)	on	discontinued	operations,	net;	income	(loss)	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	(1)	it	is	a	key	measure	used	by	our	management	team	for	purposes	of	decision	making	and	for	evaluating	the	performance	of	our operating	segments;	(2)	it	is	a	component	of	the	calculation	used	by	our	lenders	to	determine	compliance	with	certain	debt	covenants;	(3)	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;	(4)	it	provides	investors	with	a	meaningful	measure	for	evaluating	our	period	to period	operating	performance	by	eliminating	items	which	are	not	operational	in	nature;	and	(5)	it	provides	investors	with	a	measure	for	comparing	our	results	of operations	to	those	of	different	companies	by	excluding	the	impact	of	long-term	strategic	decisions	which	can	differ	significantly	from	company	to	company,	such	as decisions	with	respect	to	capital	structure,	capital	investments	and	the	tax	jurisdictions	in	which	companies	operate.

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,	except	percentages)

# Revenue

|  | Year	Ended	December	31,<br>2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,940,689 | $1,744,260 | $196,429 | 11% |
| International | 862,801 | 641,925 | \t 220,876 | 34 |
| Total\trental\tand\tmanagement | \t 2,803,490 | \t 2,386,185 | \t 417,305 | 17 |
| Network\tdevelopment\tservices | 72,470 | 57,347 | 15,123 | 26 |
| Total\trevenues | $2,875,960 | $2,443,532 | $432,428 | 18% |

Total	revenues	for	the	year	ended	December	31,	2012	increased	18%	to	$2,876.0	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	19,280	new sites	that	we	have	constructed	or	acquired	since	January	1,	2011.

Domestic	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2012	increased	11%	to	$1,940.7	million.	This	growth	was	comprised	of:

•	 Revenue	growth	from	legacy	sites	of	approximately	8%,	which	includes	approximately	2%	attributable	to	contractual	rent	escalations,	net	of	tenant	lease cancellations,	and	approximately	6%	due	to	incremental	revenue	primarily	generated	from	new	tenant	leases	and	amendments	to	existing	tenant	leases	on our	legacy	sites,	which	includes	the	positive	impact	of	approximately	1%	due	to	customer	settlements	during	the	first	quarter	of	2012;

•	 Revenue	growth	from	new	sites	of	approximately	2%,	resulting	from	the	construction	or	acquisition	of	approximately	1,430	new	sites,	as	well	as	land interests	under	third-party	sites	since	January	1,	2011;	and

•	 An	increase	of	over	1%	from	the	impact	of	straight-line	lease	accounting.

International	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2012	increased	34%	to	$862.8	million.	This	growth	was	comprised	of:

•	 Revenue	growth	from	new	sites	of	approximately	38%,	resulting	from	the	construction	or	acquisition	of	approximately	17,850	new	sites	since	January	1, 2011;

•	 Revenue	growth	from	legacy	sites	of	approximately	10%,	which	includes	approximately	7%	due	to	incremental	revenue	primarily	generated	from	new tenant	leases	and	amendments	to	existing	tenant	leases	on	our	legacy	sites,	approximately	2%	attributable	to	contractual	rent	escalations,	net	of	tenant	lease cancellations,	and	approximately	1%	for	the	reversal	of	revenue	reserves;	and

•	 A	decline	of	over	14%	attributable	to	the	negative	impact	from	foreign	currency	translation.

Network	development	services	segment	revenue	for	the	year	ended	December	31,	2012	increased	26%	to	$72.5	million.	The	growth	was	comprised	of:

•	 Revenue	growth	of	32%	primarily	attributable	to	an	increase	in	structural	engineering	services	as	a	result	of	an	increase	in	customer	lease	applications which	are	primarily	associated	with	our	tenants'	next	generation	technology	network	upgrades	during	the	year	ended	December	31,	2012;	and

•	 A	decline	of	6%	resulting	from	a	favorable	one-time	item	recognized	in	connection	with	the	reversal	of	amounts	previously	reserved	during	the	year	ended December	31,	2011.

# Gross	Margin

|  | Year	Ended	December	31,<br>2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,583,134 | $1,390,802 | $192,332 | 14% |
| International | 548,726 | 420,430 | \t 128,296 | 31 |
| Total\trental\tand\tmanagement | \t 2,131,860 | \t 1,811,232 | \t 320,628 | 18 |
| Network\tdevelopment\tservices | 37,640 | 27,887 | 9,753 | 35 |

Domestic	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2012	increased	14%	to	$1,583.1	million,	which	was	comprised	of:

•	 Gross	margin	growth	from	legacy	sites	of	approximately	11%,	primarily	associated	with	the	increase	in	revenue,	as	described	above,	which	was	partially offset	by	an	increase	in	direct	operating	costs	primarily	from	increased	straight-line	rent	expense	and	an	increase	in	repairs	and	maintenance	activity;	and •	 Gross	margin	growth	from	new	sites	of	approximately	3%,	resulting	from	the	construction	or	acquisition	of	approximately	1,430	new	sites,	as	well	as	land interests	under	third-party	sites	since	January	1,	2011.

International	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2012	increased	31%	to	$548.7	million,	which	was	comprised	of:

•	 Gross	margin	growth	from	new	sites	of	approximately	37%,	resulting	from	the	construction	or	acquisition	of	approximately	17,850	new	sites	since January	1,	2011;

•	 Gross	margin	growth	from	legacy	sites	of	approximately	8%,	primarily	associated	with	the	increase	in	revenue,	as	described	above;	and

•	 A	decline	of	approximately	14%	attributable	to	the	negative	impact	from	foreign	currency	translation.

Network	development	services	segment	gross	margin	for	the	year	ended	December	31,	2012	increased	35%	to	$37.6	million.	The	increase	was	primarily attributable	to	the	increase	in	revenue	described	above.

# Selling,	General,	Administrative	and	Development	Expense

|  | Year	Ended	December	31,<br>2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $85,663 | $77,041 | $8,622 | 11% |
| International | 95,579 | 82,106 | 13,473 | 16 |
| Total\trental\tand\tmanagement | \t 181,242 | 159,147 | 22,095 | 14 |
| Network\tdevelopment\tservices | 6,744 | 7,864 | (1,120) | (14) |
| Other | \t 139,315 | 121,813 | 17,502 | 14 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $327,301 | $288,824 | $ 38,477 | 13% |

Total	selling,	general,	administrative	and	development	expense	("SG&A")	for	the	year	ended	December	31,	2012	increased	13%	to	$327.3	million.	The	increase was	attributable	to	an	increase	in	both	of	our	rental	and	management	segments,	as	well	as	an	increase	in	our	Other	SG&A.

Domestic	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2012	increased	11%	to	$85.7	million.	The	increase	was	primarily	attributable to	the	impact	of	initiatives	that	we	launched	during	2011,	designed	to	drive	growth	and	to	support	a	growing	portfolio,	including	increased	staffing	in	field	operations, sales	and	finance	and	other	functions	supporting	the	expansion	of	our	business.

International	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2012	increased	16%	to	$95.6	million.	The	increase	was	primarily attributable	to	the	launch	of	operations	in	our	new	markets	as	well	as	our	continued	investments	in	international	expansion	initiatives	in	foreign	operations,	partially offset	by	the	reversal	of	approximately	$3.8	million	of	bad	debt	expense	in	Mexico	for	amounts	previously	reserved.

Network	development	services	segment	SG&A	for	the	year	ended	December	31,	2012	decreased	14%	to	$6.7	million.	The	decrease	was	primarily	attributable	to the	reversal	of	bad	debt	expense	upon	the	receipt	of	a	customer	payment	for	amounts	previously	reserved,	partially	offset	by	higher	personnel	related	costs.

Other	SG&A	for	the	year	ended	December	31,	2012	increased	14%	to	$139.3	million.	The	increase	was	primarily	due	to	a	$12.4	million	increase	in	corporate expenses	and	a	$5.1	million	increase	in	SG&A	related	stock-based	compensation	expense.	The	increase	in	corporate	expenses	was	primarily	attributable	to	incremental employee	costs	of	approximately	$8.7	million	associated	with	supporting	a	growing	global	organization	and	a	$3.7	million	non-recurring	state	tax	expense.

# Operating	Profit

|  | Year	Ended	December	31,<br>2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,497,471 | $1,313,761 | $183,710 | 14% |
| International | 453,147 | 338,324 | \t 114,823 | 34 |
| Total\trental\tand\tmanagement | \t 1,950,618 | \t 1,652,085 | \t 298,533 | 18 |
| Network\tdevelopment\tservices | 30,896 | 20,023 | 10,873 | 54 |

Domestic	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2012	increased	14%	to	$1,497.5	million.	The	growth	was	primarily attributable	to	the	increase	in	our	domestic	rental	and	management	segment	gross	margin	(14%)	as	described	above,	and	was	partially	offset	by	increases	in	our domestic	rental	and	management	segment	SG&A	(11%),	as	described	above.

International	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2012	increased	34%	to	$453.1	million.	The	growth	was	primarily attributable	to	the	increase	in	our	international	rental	and	management	segment	gross	margin	(31%)	as	described	above,	and	was	partially	offset	by	increases	in	our international	rental	and	management	segment	SG&A	(16%),	as	described	above.

Network	development	services	segment	operating	profit	for	the	year	ended	December	31,	2012	increased	54%	to	$30.9	million.	The	growth	was	primarily attributable	to	the	increase	in	network	development	services	segment	gross	margin	and	the	decrease	in	SG&A,	as	described	above.

# Depreciation,	Amortization	and	Accretion

| Depreciation,	Amortization	and	Accretion |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31,\n\t\t\t\t\t\t2012 | \t\t\t\t\t\t2011 | Amount\tof\nIncrease\n(Decrease) | Percent\nIncrease\n(Decrease) |
| Depreciation,\tamortization\tand\taccretion | $644,276 | $555,517 | $ 88,759 | 16% |

Depreciation,	amortization	and	accretion	for	the	year	ended	December	31,	2012	increased	16%	to	$644.3	million.	The	increase	was	primarily	attributable	to	the depreciation,	amortization	and	accretion	associated	with	the	acquisition	or	construction	of	approximately	19,280	sites	since	January	1,	2011,	which	resulted	in	an increase	in	property	and	equipment.

# Other	Operating	Expenses

Other	operating	expenses	for	the	year	ended	December	31,	2012	increased	7%	to	$62.2	million.	This	change	was	primarily	attributable	to	an	increase	of approximately	$17.0	million	in	impairment	charges	and	loss	on	disposal	of	assets,	which	included	an	impairment	charge	of	$10.8	million	of	one	of	our	outdoor	DAS networks,	upon	the	termination	of	a	tenant	lease	during	the	year	ended	December	31,	2012.	This	increase	was	partially	offset	by	a	decrease	of	approximately	$12.9 million	in	acquisition	related	costs	and	non-recurring	consulting	and	legal	costs	incurred	in	2011	associated	with	our	REIT	Conversion.

# Interest	Expense

Interest	expense	for	the	year	ended	December	31,	2012	increased	29%	to	$401.7	million.	The	increase	was	primarily	attributable	to	an	increase	in	our	average debt	outstanding	of	approximately	$1,617.3	million,	which	was	primarily	used	to	fund	our	recent	acquisitions,	and	an	increase	in	our	annualized	weighted	average	cost of	borrowing	from	5.32%	to	5.37%.

# Other	Expense

Other	expense	for	the	year	ended	December	31,	2012	decreased	69%	to	$38.3	million.	The	decrease	was	primarily	a	result	of	a	decline	in	unrealized	currency losses	of	$96.8	million.	During	the	year	ended	December	31,	2012,	we	recorded	unrealized	foreign	currency	losses	of	approximately	$34.3	million	resulting	primarily from	fluctuations	in	the	foreign	currency	exchange	rates	associated	with	our	intercompany	notes	and	similar	unaffiliated	balances	denominated	in	a	currency	other	than the	subsidiaries'	functional	currencies	and	other	expenses	of	approximately	$4.0	million.	During	the	year	ended	December	31,	2011,	we	recorded	unrealized	foreign currency	losses	of	approximately	$131.1	million	and	other	miscellaneous	income	of	$8.1	million.

# Income	Tax	Provision

|  | Year	Ended	December	31,<br>						2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Income\ttax\tprovision | $107,304 | $125,080 | $(17,776) | (14)% |
| Effective\ttax\trate | 15.3% | 24.7% |  |  |

The	income	tax	provision	for	the	year	ended	December	31,	2012	decreased	14%	to	$107.3	million.	The	effective	tax	rate	("ETR")	for	the	year	ended December	31,	2012	decreased	to	15.3%	from	24.7%.	This	decrease	was	primarily	attributable	to	our	dividend	paid	deduction	and	decreased	state	taxes	during	the	year ended	December	31,	2012,	partially	offset	by	an	increase	in	foreign	taxes	and	valuation	allowance	on	certain	deferred	tax	assets.	The	deferred	tax	assets	arose	primarily as	a	result	of	purchase	accounting	and	existing	NOLs,	which	were	generated	partly	from	interest	on	intercompany	debt.

As	a	REIT,	we	may	deduct	earnings	distributed	to	stockholders	against	the	income	generated	in	our	QRSs	and,	in	addition,	we	are	able	to	offset	income	in	both our	TRSs	and	QRSs	by	utilizing	our	NOLs,	subject	to	specified	limitations.

The	ETR	on	income	from	continuing	operations	for	the	years	ended	December	31,	2012	and	2011	differs	from	the	federal	statutory	rate	primarily	due	to	our expected	qualification	for	taxation	as	a	REIT	effective	as	of	January	1,	2012	and	to	adjustments	for	foreign	items.

# Net	Income/Adjusted	EBITDA

|  | Year	Ended	December	31,<br>2012 | 2011 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $594,025 | $381,840 | $212,185 | 56% |
| Income\ton\tequity\tmethod\tinvestments | (35) | (25) | 10 | 40 |
| Income\ttax\tprovision | 107,304 | 125,080 | (17,776) | (14) |
| Other\texpense | 38,300 | 122,975 | (84,675) | (69) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 398 | — | 398 | N/A |
| Interest\texpense | 401,665 | 311,854 | 89,811 | 29 |
| Interest\tincome | (7,680) | (7,378) | 302 | 4 |
| Other\toperating\texpenses | 62,185 | 58,103 | 4,082 | 7 |
| Depreciation,\tamortization\tand\taccretion | 644,276 | 555,517 | 88,759 | 16 |
| Stock-based\tcompensation\texpense | 51,983 | 47,437 | 4,546 | 10 |
| Adjusted\tEBITDA | $1,892,421 | $1,595,403 | $297,018 | 19% |

Net	income	for	the	year	ended	December	31,	2012	increased	56%	to	$594.0	million.	The	increase	was	primarily	attributable	to	an	increase	in	our	rental	and management	segments	operating	profit,	as	described	above,	as	well	as	decreases	in	unrealized	foreign	currency	losses	and	income	tax	provision,	partially	offset	by increases	in	depreciation,	amortization	and	accretion	and	interest	expense.

Adjusted	EBITDA	for	the	year	ended	December	31,	2012	increased	19%	to	$1,892.4	million.	Adjusted	EBITDA	growth	was	primarily	attributable	to	the	increase in	our	rental	and	management	segments	gross	margin,	and	was	partially	offset	by	an	increase	in	SG&A.

# Years	Ended	December	31,	2011	and	2010	(in	thousands,	except	percentages)

|  | Year	Ended	December	31,<br>2011 | 2010 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,744,260 | $1,565,474 | $178,786 | 11% |
| International | 641,925 | 370,899 | \t 271,026 | 73 |
| Total\trental\tand\tmanagement | \t 2,386,185 | \t 1,936,373 | \t 449,812 | 23 |
| Network\tdevelopment\tservices | 57,347 | 48,962 | 8,385 | 17 |
| Total\trevenues | $2,443,532 | $1,985,335 | $458,197 | 23% |

Total	revenues	for	the	year	ended	December	31,	2011	increased	23%	to	$2,443.5	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	18,290	new communications	sites,	and	property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators	under	approximately	1,810 communications	sites,	acquired	since	January	1,	2010.

Domestic	rental	and	management	segment	revenue	for	the	year	ended	December	31,	2011	increased	11%	to	$1,744.3	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	positive	impact	from	straight-line	lease	accounting	due	to	extending thousands	of	leases	with	one	of	our	major	tenants,	partially	offset	by	tenant	lease	cancellations;	and

•	 Revenue	growth	of	approximately	2%,	which	was	a	result	of	the	construction	or	acquisition	of	approximately	1,420	new	domestic	communications	sites	and the	acquisition	of	property	interests	that	we	lease	to	communications	service	providers	and	third-party	tower	operators	under	approximately	1,810 communications	sites	since	January	1,	2010.

•	 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,	a	decrease	in	revenue	reserves,	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

•	 Revenue	growth	from	new	sites	of	approximately	64%,	which	was	a	result	of	the	construction	or	acquisition	of	approximately	16,870	new	international	sites since	January	1,	2010.

Network	development	services	segment	revenue	for	the	year	ended	December	31,	2011	increased	17%	to	$57.3	million.	The	increase	was	primarily	attributable	to a	number	of	favorable	one-time	items.

|  | 2011 | 2010 | (Decrease) | (Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,390,802 | $1,240,114 | $150,688 | 12% |
| International | 420,430 | 262,842 | \t 157,588 | 60 |
| Total\trental\tand\tmanagement | \t 1,811,232 | \t 1,502,956 | \t 308,276 | 21 |
| Network\tdevelopment\tservices | 27,887 | 22,005 | 5,882 | 27 |

Domestic	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2011	increased	12%	to	$1,390.8	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	9%	increase	in	direct	operating	costs,	of	which	6%	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	1,420	new domestic	sites	since	January	1,	2010.

International	rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2011	increased	60%	to	$420.4	million.	The	growth	was	primarily attributable	to	the	increase	in	revenue	as	described	above,	and	was	partially	offset	by	a	93%	increase	in	direct	operating	costs,	including	pass-through	expenses,	of	which 9%	was	attributable	to	expense	increases	on	our	legacy	international	sites	and	changes	in	foreign	currency	exchange

rates,	and	84%	was	attributable	to	the	incremental	direct	operating	costs	associated	with	the	addition	of	approximately	16,870	new	international	sites	since	January	1, 2010.

Network	development	services	segment	gross	margin	for	the	year	ended	December	31,	2011	increased	27%	to	$27.9	million.	The	increase	was	primarily attributable	to	the	increase	in	nonrecurring	revenue	described	above.

|  | Year	Ended	December	31,<br>2011 | 2010 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $77,041 | $62,295 | $ 14,746 | 24% |
| International | 82,106 | 45,877 | 36,229 | 79 |
| Total\trental\tand\tmanagement | \t 159,147 | 108,172 | 50,975 | 47 |
| Network\tdevelopment\tservices | 7,864 | 6,312 | 1,552 | 25 |
| Other | \t 121,813 | 115,285 | 6,528 | 6 |
| Total\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | $288,824 | $229,769 | $ 59,055 | 26% |

Total	SG&A	for	the	year	ended	December	31,	2011	increased	26%	to	$288.8	million.	The	increase	was	primarily	attributable	to	an	increase	in	both	of	our	rental and	management	segments.

Domestic	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2011	increased	24%	to	$77.0	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,	and	other	functions supporting	the	expansion	of	our	business.

International	rental	and	management	segment	SG&A	for	the	year	ended	December	31,	2011	increased	79%	to	$82.1	million.	The	increase	was	primarily attributable	to	our	increased	international	expansion	initiatives	in	our	foreign	operations.

Network	development	services	segment	SG&A	for	the	year	ended	December	31,	2011	increased	25%	to	$7.9	million.	The	increase	was	primarily	attributable	to costs	incurred	to	support	our	new	tower	development	and	our	site	acquisition,	zoning	and	permitting	services.

Other	SG&A	for	the	year	ended	December	31,	2011	increased	6%	to	$121.8	million.	The	increase	was	primarily	due	to	a	$14.0	million	increase	in	corporate expenses,	which	was	partially	offset	by	a	$7.4	million	decrease	in	SG&A	related	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	capitalization	of	approximately	$3.1	million,	which	is	now	included	in	property	and	equipment	as	part	of	our	cost to	construct	tower	assets,	and	the	recognition	of	approximately	$2.3	million	in	costs	of	operations	during	the	year	ended	December	31,	2011.

|  | 2011 | 2010 | (Decrease) | (Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Rental\tand\tmanagement |  |  |  |  |
| Domestic | $1,313,761 | $1,177,819 | $135,942 | 12% |
| International | 338,324 | 216,965 | \t 121,359 | 56 |
| Total\trental\tand\tmanagement | \t 1,652,085 | \t 1,394,784 | \t 257,301 | 18 |
| Network\tdevelopment\tservices | 20,023 | 15,693 | 4,330 | 28 |

International	rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2011	increased	56%	to	$338.3	million.	The	growth	was	primarily attributable	to	the	increase	in	our	international	rental	and	management	segment	gross	margin	(60%)	as	described	above,	and	was	partially	offset	by	increases	in	our international	rental	and	management	segment	SG&A	(79%),	as	described	above.

Network	development	services	segment	operating	profit	for	the	year	ended	December	31,	2011	increased	28%	to	$20.0	million.	The	growth	was	primarily attributable	to	the	increase	in	gross	margin	as	described	above.

| Depreciation,	Amortization	and	Accretion |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31,\n\t\t\t\t\t\t2011 | \t\t\t\t\t\t2010 | Amount\tof\nIncrease\n(Decrease) | Percent\nIncrease\n(Decrease) |
| Depreciation,\tamortization\tand\taccretion | $555,517 | $460,726 | $ 94,791 | 21% |

Depreciation,	amortization	and	accretion	for	the	year	ended	December	31,	2011	increased	21%	to	$555.5	million.	The	increase	was	primarily	attributable	to	the depreciation,	amortization	and	accretion	associated	with	the	acquisition	or	construction	of	approximately	18,290	sites	since	January	1,	2010,	which	resulted	in	an increase	in	property	and	equipment.

Other	operating	expenses	for	the	year	ended	December	31,	2011	increased	62%	to	$58.1	million.	The	increase	was	primarily	attributable	to	an	increase	of approximately	$21.5	million	in	acquisition	related	costs,	including	contingent	consideration,	and	consulting	and	legal	costs	associated	with	our	REIT	Conversion	that	are non-recurring	in	nature.

Interest	expense	for	the	year	ended	December	31,	2011	increased	27%	to	$311.9	million.	The	increase	was	primarily	attributable	to	an	increase	in	average	debt outstanding	of	approximately	$1.4	billion,	primarily	attributable	to	our	recent	acquisitions,	partially	offset	by	a	reduction	in	our	annualized	weighted	average	cost	of borrowing	from	5.52%	to	5.32%.

# Other	(Expense)	Income

During	the	year	ended	December	31,	2011,	we	recorded	unrealized	foreign	currency	losses	resulting	primarily	from	fluctuations	in	the	foreign	currency	exchange rates	associated	with	our	intercompany	notes	and	similar	unaffiliated	balances	denominated	in	a	currency	other	than	the	subsidiaries'	functional	currencies	of approximately	$131.1	million	and	other	miscellaneous	income	of	$8.1	million.	During	the	year	ended	December	31,	2010,	we	recorded	unrealized	foreign	currency gains	of	approximately	$4.8	million	and	other	miscellaneous	expense	of	$4.5	million.

|  | Year	Ended	December	31,<br>2011 | 2010 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Income\ttax\tprovision | $125,080 | $182,489 | $(57,409) | (31)% |
| Effective\ttax\trate | 24.7% | 32.8% |  |  |

The	income	tax	provision	for	the	year	ended	December	31,	2011	decreased	31%	to	$125.1	million.	The	ETR	for	the	year	ended	December	31,	2011	decreased	to 24.7%	from	32.8%.	The	decrease	in	ETR	during	the	year	ended	December	31,	2011	is	primarily	attributable	to	the	impact	of	our	reversal	of	deferred	tax	assets	and liabilities	for	assets	and	liabilities	no	longer	subject	to	income	taxes	at	the	REIT	level	of	$121	million,	which	was	partially	offset	by	an	increase	in	the	income	tax provision	from	continuing	operations.

The	ETRs	on	income	from	continuing	operations	for	the	years	ended	December	31,	2011	and	2010	differ	from	the	federal	statutory	rate	primarily	attributable	to adjustments	for	foreign	items,	non-deductible	stock-based	compensation	expense,	tax	reserves	and	state	taxes.

|  | Year	Ended	December	31,<br>2011 | 2010 | Amount	of<br>Increase<br>(Decrease) | Percent<br>Increase<br>(Decrease) |
| :--- | :--- | :--- | :--- | :--- |
| Net\tincome | $381,840 | $373,606 | $8,234 | 2% |
| Income\tfrom\tdiscontinued\toperations,\tnet | — | (30) | (30) | (100) |
| Income\tfrom\tcontinuing\toperations | 381,840 | 373,576 | 8,264 | 2 |
| Income\ton\tequity\tmethod\tinvestments | (25) | (40) | (15) | (38) |
| Income\ttax\tprovision | 125,080 | 182,489 | (57,409) | (31) |
| Other\texpense\t(income) | 122,975 | (315) | (123,290) | N/A |
| Loss\ton\tretirement\tof\tlong-term\tobligations | — | 1,886 | (1,886) | (100) |
| Interest\texpense | 311,854 | 246,018 | 65,836 | 27 |
| Interest\tincome | (7,378) | (5,024) | 2,354 | 47 |
| Other\toperating\texpenses | 58,103 | 35,876 | 22,227 | 62 |
| Depreciation,\tamortization\tand\taccretion | 555,517 | 460,726 | 94,791 | 21 |
| Stock-based\tcompensation\texpense | 47,437 | 52,555 | (5,118) | (10) |
| Adjusted\tEBITDA | $1,595,403 | $1,347,747 | $247,656 | 18% |

Net	income	for	the	year	ended	December	31,	2011	increased	2%	to	$381.8	million.	The	increase	was	primarily	attributable	to	increases	in	our	rental	and management	and	network	development	services	segment	operating	profit,	as	described	above,	partially	offset	by	an	increase	in	other	expense	(income),	depreciation, amortization	and	accretion	and	interest	expense.

Adjusted	EBITDA	for	the	year	ended	December	31,	2011	increased	18%	to	$1,595.4	million.	Adjusted	EBITDA	growth	was	primarily	attributable	to	the	increase in	our	rental	and	management	segments	gross	margin	and	network	development	services	segment	gross	margin,	and	was	partially	offset	by	an	increase	in	selling, general,	administrative	and	development	expenses,	excluding	stock-based	compensation	expense.

# 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	offerings.	As	of	December	31,	2012,	we	had	approximately	$1,103.2	million	of	total	liquidity,	comprised	of	$368.6 million	in	cash	and	cash	equivalents	and	the	ability	to	borrow	up	to	$734.6	million,	net	of	any	outstanding	letters	of	credit,	under	our	$1.0	billion	unsecured	credit	facility entered	into	in	April	2011	(the	"2011	Credit	Facility")	and	our	$1.0	billion	unsecured	credit	facility	entered	into	in	January	2012	(the	"2012	Credit	Facility").	In	January 2013,	we	completed	a	registered	public	offering	of	$1.0	billion	aggregate	principal	amount	of	3.50%	senior	unsecured	notes	due	2023	("3.50%	Notes")	and	used	the	net proceeds	to	partially	repay	amounts	outstanding	under	the	2011	Credit	Facility	and	2012	Credit	Facility,	which	increased	our	total	liquidity	by	$1.0	billion.	Summary cash	flow	information	for	the	years	ended	December	31,	2012,	2011	and	2010	is	set	forth	below	(in	thousands).

|  | 2012 | Year	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\t(used\tfor): |  |  |  |
| Operating\tactivities | $1,414,391 | $1,165,942 | $1,020,977 |
| Investing\tactivities | (2,558,385) | (2,790,812) | (1,300,902) |
| Financing\tactivities | 1,170,366 | 1,086,095 | 910,330 |
| Net\teffect\tof\tchanges\tin\texchange\trates\ton\tcash\tand\tcash\tequivalents | 12,055 | (14,997) | 6,265 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | $38,427 | $(553,772) | $636,670 |

We	use	our	cash	flows	to	fund	our	operations	and	investments	in	our	business,	including	tower	maintenance	and	improvements,	communications	site	construction and	managed	network	installations,	and	tower	and	land	acquisitions.	Additionally,	we	use	our	cash	flows	to	make	distributions	of	our	REIT	taxable	income	in	order	to maintain	our	REIT	qualification	under	the	Code	and	fund	our	stock	repurchase	program.	Our	significant	financing	transactions	in	2012	included	the	following:

•	 We	increased	our	borrowing	capacity	by	entering	into	the	2012	Credit	Facility	and	a	$750.0	million	unsecured	term	loan	(the	"2012	Term	Loan").

•	 We	completed	a	registered	public	offering	of	$700.0	million	aggregate	principal	amount	of	4.70%	senior	notes	due	2022	(the	"4.70%	Notes").

•	 We	repurchased	872,005	shares	of	our	common	stock	for	an	aggregate	purchase	price	of	$62.7	million,	including	commissions	and	fees,	pursuant	to	our stock	repurchase	program.

As	of	December	31,	2012,	we	had	total	outstanding	indebtedness	of	approximately	$8.8	billion.	During	the	year	ended	December	31,	2012,	we	generated sufficient	cash	flow	from	operations	to	fund	our	capital	expenditures	and	debt	service	obligations,	as	well	as	our	required	REIT	distributions	in	2012.	We	believe	cash generated	by	our	operations	for	the	year	ending	December	31,	2013	will	also	be	sufficient	to	fund	our	capital	expenditures,	our	debt	service	(interest	and	principal repayments)	obligations	and	REIT	distribution	requirements	for	2013.	If	our	pending	acquisitions,	capital	expenditures	or	debt	repayments	exceed	the	cash	generated	by operations,	we	believe	we	have	sufficient	borrowing	capacity	under	our	credit	facilities	to	fund	our	activities.	As	of	December	31,	2012,	we	had	approximately	$156.8 million	of	cash	and	cash	equivalents	held	by	our	foreign	subsidiaries,	of	which	$63.6	million	was	held	by	our	joint	ventures.	Historically,	it	has	not	been	our	practice	to repatriate	cash	from	our	foreign	subsidiaries	primarily	due	to	our	ongoing	expansion	efforts	and	related	capital	needs.	However,	in	the	event	that	we	do	repatriate	any funds,	we	may	be	required	to	accrue	and	pay	taxes.

As	a	REIT,	we	are	subject	to	a	number	of	organizational	and	operational	requirements,	including	a	requirement	that	we	annually	distribute	to	our	stockholders	an amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the	deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we expect	to	distribute	all	or	substantially	all	of	our	REIT	taxable	income	so	as	not	to	be	subject	to	the	income	or	excise	tax	on	undistributed	REIT	taxable	income.	In	2012, we	declared	aggregate	distributions	of	$0.90	per	share	and	made	total	distributions	of	$355.6	million	to	our	stockholders.	We	intend	to	continue	paying	regular distributions	in	2013.	The	amount,	timing	and	frequency	of	distributions	will	be	at	the	sole	discretion	of	our	Board	of	Directors	and	will	be	based	upon	various	factors. See	Item	5	of	this	Annual	Report	under	the	caption	"Dividends"	for	a	discussion	of	those	factors	considered.

For	more	information	regarding	our	financing	transactions	in	2012,	see	"—Cash	Flows	from	Financing	Activities"	below.

# Cash	Flows	from	Operating	Activities

For	the	year	ended	December	31,	2012,	cash	provided	by	operating	activities	was	$1,414.4	million,	an	increase	of	$248.4	million	as	compared	to	the	year	ended December	31,	2011.	This	increase	was	primarily	due	to	an	increase	in	the	operating	profit	of	our	rental	and	management	segments	and	an	increase	in	cash	provided	by working	capital.	This	increase	was	partially	offset	by	an	increase	in	cash	paid	for	interest	and	income	taxes	during	the	year	ended	December	31,	2012.

For	the	year	ended	December	31,	2011,	cash	provided	by	operating	activities	was	$1,165.9	million,	an	increase	of	$145.0	million	as	compared	to	the	year	ended December	31,	2010.	This	increase	was	primarily	comprised	of	an	increase	in	the	operating	profit	of	our	rental	and	management	segments	and	our	network	development services	segment,	partially	offset	by	an	increase	in	cash	paid	for	interest	and	income	taxes.

# Cash	Flows	from	Investing	Activities

For	the	year	ended	December	31,	2012,	cash	used	for	investing	activities	was	$2,558.4	million,	a	decrease	of	approximately	$232.4	million,	as	compared	to	the year	ended	December	31,	2011.	This	decrease	was	primarily	attributable	to	a	decrease	in	acquisition-related	activity	during	the	year	ended	December	31,	2012.

During	the	year	ended	December	31,	2012,	payments	for	purchases	of	property	and	equipment	and	construction	activities	totaled	$568.0	million,	including	$279.0 million	of	capital	expenditures	for	discretionary	capital	projects,	such	as	completion	of	the	construction	of	approximately	2,360	communications	sites	and	the	installation of	approximately	600	shared	generators	domestically,	$82.3	million	spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases), $120.0	million	of	capital	expenditures	related	to	capital	improvements	and	corporate	capital	expenditures	primarily	attributable	to	information	technology	improvements and	$86.7	million	for	the	redevelopment	of	existing	sites	to	accommodate	new	tenant	equipment.	In	addition,	during	the	year	ended	December	31,	2012,	we	spent $1,998.0	million	to	acquire	approximately	6,450	communications	sites	in	our	served	markets,	approximately	24	property	interests	under	third-party	communications sites	in	the	United	States	and	for	the	payment	of	amounts	previously	recognized	in	accounts	payable	or	accrued	expenses	in	the	consolidated	balance	sheets	for communications	sites	we	acquired	in	Chile,	Colombia,	Ghana	and	South	Africa	during	the	year	ended	December	31,	2011.

For	the	year	ended	December	31,	2011,	cash	used	for	investing	activities	was	$2,790.8	million,	an	increase	of	approximately	$1,489.9	million,	as	compared	to	the year	ended	December	31,	2010.	This	increase	was	primarily	comprised	of	increased	spending	for	acquisitions	during	the	year	ended	December	31,	2011.

During	the	year	ended	December	31,	2011,	payments	for	purchases	of	property	and	equipment	and	construction	activities	totaled	$523.0	million,	including	$296.9 million	of	capital	expenditures	for	discretionary	capital	projects,	such	as	completion	of	the	construction	of	approximately	1,850	communications	sites,	$91.3	million spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements	(including	leases),	$79.5	million	of	capital	expenditures	related	to	capital	improvements and	corporate	capital	expenditures	primarily	attributable	to	information	technology	improvements	and	$55.3	million	for	the	redevelopment	of	existing	sites	to accommodate	new	tenant	equipment.	In	addition,	during	the	year	ended	December	31,	2011,	we	spent	$2,320.7	million	to	acquire	approximately	8,620	communications sites	in	the	United	States,	Brazil,	Chile,	Colombia,	Ghana,	Mexico	and	South	Africa	and	approximately	2,150	property	interests	under	communications	sites	in	the United	States.

We	plan	to	continue	to	allocate	our	available	capital	after	our	REIT	distribution	requirements	among	investment	alternatives	that	meet	our	return	on	investment criteria.	Accordingly,	we	expect	to	continue	to	deploy	our	discretionary	capital	through	our	annual	discretionary	capital	expenditure	program,	including	land	purchases and	new	site	construction	and	through	acquisitions.	We	expect	that	our	2013	total	capital	expenditures	will	be	between	approximately	$550	million	and	$650	million, including	between	$130	million	and	$140	million	for	capital	improvements	and	corporate	capital	expenditures,	between	$95	and	$105	million	for	the	redevelopment	of existing	communications	sites,	between	$85	million	and	$105	million	for	ground	lease	purchases	and	between	$240	million	and	$300	million	for	other	discretionary capital	projects	including	the	construction	of	approximately	2,250	to	2,750	new	communications	sites.

# Cash	Flows	from	Financing	Activities

For	the	year	ended	December	31,	2012,	cash	provided	by	financing	activities	was	$1,170.4	million,	as	compared	to	$1,086.1	million	during	the	year	ended December	31,	2011.

Cash	provided	by	financing	activities	during	the	year	ended	December	31,	2012	was	primarily	due	to	(i)	borrowings	under	the	2011	Credit	Facility	of	$890.0 million,	(ii)	borrowings	under	the	2012	Credit	Facility	of	$1,692.0	million,	(iii)	net	proceeds	from	our	2012	Term	Loan	of	$746.4	million,	(iv)	net	proceeds	from	our registered	offering	of	4.70%	Notes	of	$693.0	million,	(v)	proceeds	from	other	long-term	borrowings	of	$177.3	million,	(vi)	proceeds	of	$55.4	million	from	the	exercise of	stock	options	and	(vii)	net	contributions	from	non-controlling	interest	holders	of	$52.8	million.

These	borrowings	were	partially	offset	by	repayment	of	(i)	$1.0	billion	under	our	$1.25	billion	senior	unsecured	revolving	credit	facility	(the	"Revolving	Credit Facility"),	(ii)	$700.0	million	under	the	2012	Credit	Facility,	(iii)	$625.0	million	under	the	2011	Credit	Facility	(iv)	$325.0	million	of	term	loan	commitments	(the	"2008 Term	Loan"),	and	(v)	net	short-term	borrowings	of	$55.3	million.	In	addition,	we	made	distributions	to	our	stockholders	in	the	aggregate	of	$355.6	million	and	we	paid $62.7	million	for	the	repurchase	of	our	common	stock	under	our	stock	repurchase	program.

For	the	year	ended	December	31,	2011,	cash	provided	by	financing	activities	was	$1,086.1	million,	as	compared	to	cash	provided	by	financing	activities	of approximately	$910.3	million	for	the	year	ended	December	31,	2010.	The	$1,086.1	million	of	cash	provided	by	financing	activities	during	the	year	ended	December	31, 2011	partially	relates	to	borrowings	under	our	Revolving	Credit	Facility	of	$925.0	million,	net	proceeds	from	our	registered	offering	of	the	5.90%	senior	notes	due	2021 (the	"5.90%	Notes")	of	$495.2	million,	proceeds	from	other	long-term	borrowings	of	$212.8	million,	proceeds	from	short-term	borrowings	of	$128.1	million,	proceeds from	stock	options,	warrants	and	stock	purchase	plans	of	$85.6	million	and	borrowings	under	our	other	credit	facilities	of	$80.0	million.	These	borrowings	were partially	offset	by	payments	for	the	repurchase	of	our	common	stock	of	$437.4	million,	which	consisted	of	$426.1	million	of	stock	repurchases	under	our	stock repurchase	programs	($423.9	million,	including	commissions	and	fees,	and	a	decrease	in	accrued	treasury	stock	of	$2.2	million)	and	$11.2	million	of	amounts surrendered	for	the	satisfaction	of	employee	tax	obligations	in	connection	with	the	vesting	of	restricted	stock	units,	repayment	of	notes	payable,	amounts	outstanding under	our	credit	facilities	and	capital	leases	of	$395.4	million	and	distributions	to	stockholders	of	$137.8	million	in	connection	with	the	one-time	special	cash distribution	to	our	stockholders	in	December	2011.

Revolving	Credit	Facility	and	2008	Term	Loan.	On	January	31,	2012,	we	repaid	and	terminated	the	Revolving	Credit	Facility	and	repaid	the	2008	Term	Loan with	proceeds	from	borrowings	under	the	2011	Credit	Facility	and	the	2012	Credit	Facility.

2011	Credit	Facility.	As	of	December	31,	2012,	we	had	$265.0	million	outstanding	under	the	2011	Credit	Facility	and	had	approximately	$5.7	million	of undrawn	letters	of	credit.	On	January	8,	2013,	we	repaid	the	amount	outstanding	with	net	proceeds	received	from	the	offering	of	the	3.50%	Notes.	We	continue	to maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2011	Credit	Facility	in	the	ordinary	course.

The	2011	Credit	Facility	has	a	term	of	five	years	and	matures	on	April	8,	2016.	The	current	margin	over	London	Interbank	Offered	Rate	("LIBOR")	that	we would	incur	on	borrowings	is	1.850%	and	the	current	commitment	fee	on	the	undrawn	portion	of	the	2011	Credit	Facility	is	0.350%.

As	of	February	11,	2013,	there	were	no	amounts	outstanding	under	the	2011	Credit	Facility.

2012	Credit	Facility.	On	January	31,	2012,	we	entered	into	the	2012	Credit	Facility.	The	2012	Credit	Facility	has	a	term	of	five	years	and	matures	on	January	31, 2017.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	2012	Credit	Facility	may	be	paid	prior	to	maturity	in whole	or	in	part	at	our	option	without	penalty	or	premium.

We	have	the	option	of	choosing	either	a	defined	base	rate	or	LIBOR	as	the	applicable	base	rate	for	borrowings	under	the	2012	Credit	Facility.	The	interest	rate ranges	between	1.075%	to	2.400%	above	LIBOR	for	LIBOR	based	borrowings	or	between	0.075%	to	1.400%	above	the	defined	base	rate	for	base	rate	borrowings,	in each	case	based	upon	our	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	2012	Credit	Facility	is	required,	ranging	from	0.125%	to	0.450%	per annum,	based	upon	our	debt	ratings.	The	current	margin	over	LIBOR	that	we	would	incur	on	borrowings	is	1.625%,	and	the	current	commitment	fee	on	the	undrawn portion	of	the	2012	Credit	Facility	is	0.225%.

The	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt, guaranties,	sales	of	assets	and	liens)	with	which	we	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	would	not	only 46

prevent	us	from	being	able	to	borrow	additional	funds,	but	would	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

As	of	December	31,	2012,	we	had	$992.0	million	outstanding	under	the	2012	Credit	Facility	and	had	approximately	$2.7	million	of	undrawn	letters	of	credit.	On January	8,	2013,	we	repaid	$719.0	million	of	the	amount	outstanding	with	net	proceeds	received	from	the	offering	of	the	3.50%	Notes	and	cash	on	hand.	We	continue	to maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2012	Credit	Facility	in	the	ordinary	course.

2012	Term	Loan.	On	June	29,	2012,	we	entered	into	the	2012	Term	Loan.	We	received	net	proceeds	of	approximately	$746.4	million,	of	which	$632.0	million were	used	to	repay	certain	existing	indebtedness	under	the	2012	Credit	Facility.

The	2012	Term	Loan	has	a	term	of	five	years	and	matures	on	June	29,	2017.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in full	at	maturity.	The	2012	Term	Loan	may	be	paid	prior	to	maturity	in	whole	or	in	part	at	our	option	without	penalty	or	premium.

We	have	the	option	of	choosing	either	a	defined	base	rate	or	LIBOR	as	the	applicable	base	rate.	The	interest	rate	ranges	between	1.25%	to	2.50%	above	LIBOR for	LIBOR	based	borrowings	or	between	0.25%	to	1.50%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	our	debt	ratings.	As	of December	31,	2012,	the	interest	rate	under	the	2012	Term	Loan	is	LIBOR	plus	1.75%.

The	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt, guaranties,	sales	of	assets	and	liens)	with	which	we	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	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.

Colombian	Short-Term	Credit	Facility.	The	141.1	billion	Colombian	Peso	("COP")	denominated	short-term	credit	facility	(the	"Colombian	Short-Term	Credit Facility")	was	executed	by	one	of	our	Colombian	subsidiaries	("ATC	Sitios"),	on	July	25,	2011,	to	refinance	the	credit	facility	entered	into	in	connection	with	the purchase	of	the	exclusive	use	rights	for	towers	from	Telefónica	S.A.'s	Colombian	subsidiary,	Colombia	Telecomunicaciones	S.A.	E.S.P.	On	November	30,	2012,	the Colombian	Short-Term	Credit	Facility	was	repaid	in	full	with	proceeds	from	the	Colombian	Long-Term	Credit	Facility,	described	below.

Colombian	Long-Term	Credit	Facility.	On	October	19,	2012,	ATC	Sitios	entered	into	a	loan	agreement	for	a	COP	denominated	long-term	credit	facility	(the "Colombian	Long-Term	Credit	Facility"),	which	it	used	to	refinance	the	Colombian	Short-Term	Credit	Facility	on	November	30,	2012.

The	Colombian	Long-Term	Credit	Facility	generally	matures	on	November	30,	2020,	subject	to	earlier	maturity	as	a	result	of	any	mandatory	prepayments.	Any outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	Colombian	Long-Term	Credit	Facility	may	be	prepaid	in	whole	or in	part,	subject	to	certain	limitations	and	prepayment	consideration,	at	any	time.

Under	the	terms	of	the	Colombian	Long-Term	Credit	Facility,	ATC	Sitios	paid	the	lenders	a	one-time	structuring	fee	and	upfront	fee	of	2.9	billion	COP (approximately	$1.6	million),	including	value	added	tax.	Principal	and	interest	are	payable	quarterly	in	arrears	with	principal	due	in	accordance	with	the	repayment schedule	included	in	the	loan	agreement.	Interest	accrues	at	a	per	annum	rate	equal	to	5%	above	the	quarterly	advanced	Inter-bank	Rate	("IBR")	in	effect	at	the beginning	of	each	Interest	Period	(as	defined	in	the	loan	agreement).	The	interest	rate	in	effect	at	December	31,	2012	was	9.10%.

The	Colombian	Long-Term	Credit	Facility	is	secured	by,	among	other	things,	liens	on	towers	owned	by	ATC	Sitios.	The	loan	agreement	contains	certain reporting,	information,	financial	ratios	and	operating	covenants.	Failure	to	comply	with	certain	of	the	financial	and	operating	covenants	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.	The	loan	agreement also	requires	that	ATC	Sitios	manage	exposure	to	variability	in	interest	rates	on	at	least	fifty	percent	of	the	amounts	outstanding	under	the	Colombian	Long-Term	Credit Facility	for	the	first	four	years	of	the	loan,	and	seventy-five	percent	thereafter.	Accordingly,	ATC	Sitios	entered	into	interest	rate	swap	agreements	with	an	aggregate notional	value	of	101.3	billion	COP	(approximately	$57.3	million)	with	certain	of	the	lenders	under	the	Colombian	Long-Term	Credit	Facility	on	December	5,	2012.

As	of	December	31,	2012,	135.0	billion	COP	(approximately	$76.3	million)	were	outstanding	under	the	Colombian	Long-Term	Credit	Facility.	As	of December	31,	2012,	the	interest	rate,	after	giving	effect	to	the	interest	rate	swap	agreements,	was	10.36%.

Colombian	Bridge	Loans.	In	connection	with	the	acquisition	of	communications	sites	from	Colombia	Movil	S.A.	E.S.P.,	another	of	our	Colombian	subsidiaries entered	into	five	COP	denominated	bridge	loans.	As	of	December	31,	2012,	the	aggregate	principal	amount	outstanding	under	these	bridge	loans	was	94.0	billion	COP (approximately	$53.2	million).	As	of	December	31,	2012,	the	bridge	loans	had	an	interest	rate	of	7.99%	and	mature	on	June	22,	2013.

Colombian	Loan.	In	connection	with	the	establishment	of	our	joint	venture	with	Millicom	International	Cellular	S.A.	("Millicom")	and	the	acquisition	of	certain communications	sites	in	Colombia,	ATC	Colombia	B.V.,	a	60%	owned	subsidiary	of	American	Tower,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan agreement	(the	"Colombian	Loan"),	as	the	borrower,	with	our	wholly	owned	subsidiary	(the	"ATC	Colombian	Subsidiary"),	and	a	wholly	owned	subsidiary	of	Millicom (the	"Millicom	Subsidiary"),	as	the	lenders.	The	Colombian	Loan	accrues	interest	at	8.30%	and	matures	on	February	22,	2022.	The	portion	of	the	Colombian	Loan	made by	the	ATC	Colombian	Subsidiary	is	eliminated	in	consolidation,	and	the	portion	of	the	Colombian	Loan	made	by	the	Millicom	Subsidiary	is	reported	as	outstanding debt	of	American	Tower.	As	of	December	31,	2012,	an	aggregate	of	$19.2	million	was	payable	to	the	Millicom	Subsidiary.

South	African	Facility.	Our	1.2	billion	South	African	Rand	("ZAR")	denominated	credit	facility	("South	African	Facility")	was	executed	in	November	2011	to refinance	the	bridge	loan	entered	into	in	connection	with	the	acquisition	of	communications	sites	from	Cell	C	(Pty)	Limited	by	our	local	South	African	subsidiaries	("SA Borrower").	The	South	African	Facility	is	secured	by,	among	other	things,	liens	on	towers	owned	by	one	of	our	South	African	subsidiaries.	On	August	8,	2012	and September	14,	2012,	we	borrowed	an	additional	123.0	million	ZAR	(approximately	$15.1	million)	and	24.2	million	ZAR	(approximately	$2.9	million),	respectively.	The South	African	Facility	generally	matures	on	March	31,	2020,	subject	to	earlier	maturity	resulting	from	repayment	increases	tied	either	to	SA	Borrower's	excess	cash flows	or	permitted	distributions	to	SA	Borrower's	parent.	Principal	and	interest	are	payable	quarterly	in	arrears	with	principal	due	in	accordance	with	the	repayment schedule	included	in	the	loan	agreement.	Interest	accrues	at	a	rate	equal	to	3.75%	per	annum,	plus	the	three	month	Johannesburg	Interbank	Agreed	Rate	("JIBAR").	The interest	rate	in	effect	at	December	31,	2012	was	8.88%.	We	entered	into	interest	rate	swap	agreements	to	manage	our	exposure	to	variability	in	interest	rates.	As	of December	31,	2012,	834.3	million	ZAR	(approximately	$98.5	million)	was	outstanding	under	the	South	African	Facility,	and	after	giving	effect	to	the	interest	rate	swap agreements,	the	facility	accrues	interest	at	a	weighted	average	rate	of	9.84%.

Ghana	Loan.	In	connection	with	the	establishment	of	our	joint	venture	with	MTN	Group	Limited	("MTN	Group")	and	acquisitions	of	communications	sites	in Ghana,	Ghana	Tower	Interco	B.V.,	a	51%	owned	subsidiary	of	American	Tower,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	("Ghana	Loan"),	as the	borrower,	with	our	wholly	owned	subsidiary	("ATC	Ghana	Subsidiary")	and	Mobile	Telephone	Networks	(Netherlands)	B.V.,	a	wholly	owned	subsidiary	of	MTN Group	(the	"MTN	Ghana	Subsidiary"),	as	the	lenders.	Pursuant	to	the	terms	of	the	Ghana	Loan,	loans	were	made	to	the	joint	venture	in	connection	with	the	acquisition	of communications	sites	from	MTN	Ghana.	The	Ghana	Loan	accrues	interest	at	9.0%	and	matures	on	May	4,

2016.	The	portion	of	the	loans	made	by	the	ATC	Ghana	Subsidiary	is	eliminated	in	consolidation	and	the	portion	of	the	loans	made	by	the	MTN	Ghana	Subsidiary	is reported	as	outstanding	debt	of	American	Tower.	As	of	December	31,	2012,	an	aggregate	of	$131.0	million	was	payable	to	the	MTN	Ghana	Subsidiary.

Uganda	Loan.	In	connection	with	the	establishment	of	our	joint	venture	with	MTN	Group	and	acquisitions	of	communications	sites	in	Uganda,	Uganda	Tower Interco	B.V.,	a	51%	owned	subsidiary	of	American	Tower,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	(the	"Uganda	Loan"),	as	the	borrower, with	our	wholly	owned	subsidiary	(the	"ATC	Uganda	Subsidiary"),	and	a	wholly	owned	subsidiary	of	MTN	Group	(the	"MTN	Uganda	Subsidiary"),	as	the	lenders.	The Uganda	Loan	matures	on	June	29,	2019	and	accrues	interest	at	5.30%	above	LIBOR,	reset	annually,	which	as	of	December	31,	2012	was	6.368%.	The	portion	of	the Uganda	Loan	made	by	the	ATC	Uganda	Subsidiary	is	eliminated	in	consolidation,	and	the	portion	of	the	Uganda	Loan	made	by	the	MTN	Uganda	Subsidiary	is	reported as	outstanding	debt	of	American	Tower.	As	of	December	31,	2012,	an	aggregate	of	$61.0	million	was	payable	to	the	MTN	Uganda	Subsidiary.

Senior	Notes	Offerings.	On	March	12,	2012,	we	completed	a	registered	public	offering	of	$700.0	million	aggregate	principal	amount	of	our	4.70%	Notes.	The	net proceeds	to	us	from	the	offering	were	approximately	$693.0	million,	after	deducting	commissions	and	expenses.	We	used	the	net	proceeds	to	repay	a	portion	of	the outstanding	indebtedness	incurred	under	the	2011	Credit	Facility	and	the	2012	Credit	Facility,	which	had	been	used	to	fund	recent	acquisitions.

On	January	8,	2013,	we	completed	a	registered	public	offering	of	$1.0	billion	aggregate	principal	amount	of	our	3.50%	Notes.	The	net	proceeds	to	us	from	the offering	were	approximately	$983.4	million,	after	deducting	commissions	and	expenses.	We	used	$265.0	million	of	the	net	proceeds	to	repay	the	outstanding indebtedness	under	the	2011	Credit	Facility	and	$718.4	million	to	partially	repay	a	portion	of	the	outstanding	indebtedness	under	the	2012	Credit	Facility.

The	4.70%	Notes	mature	on	March	15,	2022,	and	interest	is	payable	semi-annually	in	arrears	on	March	15	and	September	15.	We	began	making	interest	payments on	the	4.70%	Notes	on	September	15,	2012.	The	3.50%	Notes	mature	on	January	31,	2023,	and	interest	is	payable	semi-annually	in	arrears	on	January	31	and	July	31	of each	year.	We	will	begin	making	interest	payments	on	the	3.50%	Notes	on	July	31,	2013.	We	may	redeem	the	4.70%	Notes	or	the	3.50%	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	4.70%	Notes began	to	accrue	on	March	12,	2012	and	interest	on	the	3.50%	Notes	began	to	accrue	on	January	8,	2013,	and	each	is	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	(each	as	defined	in	the	indentures	governing	the	4.70%	Notes	and	the	3.50%	Notes),	we	will	be	required	to offer	to	repurchase	all	of	the	4.70%	Notes	and	3.50%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	up	to	but	not including	the	repurchase	date.	Each	of	the	4.70%	Notes	and	the	3.50%	Notes	rank	equally	with	all	of	our	other	senior	unsecured	debt	and	are	structurally	subordinated	to all	existing	and	future	indebtedness	and	other	obligations	of	our	subsidiaries.	The	indentures	contain	certain	covenants	that	restrict	our	ability	to	merge,	consolidate	or sell	assets	and	our	(together	with	our	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	we	and	our	subsidiaries may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as defined	in	the	indentures.

Stock	Repurchase	Program.	In	March	2011,	our	Board	of	Directors	approved	the	2011	Buyback,	pursuant	to	which	we	are	authorized	to	purchase	up	to	$1.5 billion	of	common	stock.

During	the	year	ended	December	31,	2012,	we	repurchased	872,005	shares	of	our	common	stock	for	an	aggregate	of	$62.7	million,	including	commissions	and fees,	pursuant	to	the	2011	Buyback.	As	of	December	31,	2012,	we	had	repurchased	a	total	of	approximately	4.3	million	shares	of	our	common	stock	under	the	2011 Buyback	for	an	aggregate	of	$243.9	million,	including	commissions	and	fees.

Between	January	1,	2013	and	January	21,	2013,	we	repurchased	an	additional	15,790	shares	of	our	common	stock	for	an	aggregate	of	$1.2	million,	including commissions	and	fees,	pursuant	to	the	2011	Buyback.	As	of	January	21,	2013,	we	had	repurchased	a	total	of	approximately	4.3	million	shares	of	our	common	stock under	the	2011	Buyback	for	an	aggregate	of	$245.2	million,	including	commissions	and	fees.

Under	the	2011	Buyback,	we	are	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at	prevailing prices	in	accordance	with	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	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.

We	expect	to	continue	to	manage	the	pacing	of	the	remaining	$1.3	billion	under	the	2011	Buyback	in	response	to	general	market	conditions	and	other	relevant factors.	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	credit	facilities.	Purchases	under	the	2011	Buyback	are	subject	to	us	having	available	cash	to	fund	repurchases.

Sales	of	Equity	Securities.	We	receive	proceeds	from	sales	of	our	equity	securities	pursuant	to	our	employee	stock	purchase	plan	and	upon	exercise	of	stock options	granted	under	our	equity	incentive	plans.	For	the	year	ended	December	31,	2012,	we	received	an	aggregate	of	$55.4	million	in	proceeds	from	sales	of	shares pursuant	to	our	employee	stock	purchase	plan	and	upon	exercises	of	stock	options.

Distributions.	As	a	REIT,	we	must	annually	distribute	to	our	stockholders	an	amount	equal	to	at	least	90%	of	our	REIT	taxable	income	(determined	before	the deduction	for	distributed	earnings	and	excluding	any	net	capital	gain).	Generally,	we	expect	to	distribute	all	or	substantially	all	of	our	REIT	taxable	income	so	as	to	not be	subject	to	income	tax	or	excise	tax	on	undistributed	REIT	taxable	income.	The	amount,	timing	and	frequency	of	future	distributions,	however,	will	be	at	the	sole discretion	of	our	Board	of	Directors	and	will	be	declared	based	upon	various	factors,	a	number	of	which	may	be	beyond	our	control,	including	our	financial	condition and	operating	cash	flows,	the	amount	required	to	maintain	REIT	status	and	reduce	any	income	and	excise	taxes	that	we	otherwise	would	be	required	to	pay,	limitations on	distributions	in	our	existing	and	future	debt	instruments,	our	ability	to	utilize	NOLs	to	offset	our	distribution	requirements,	limitations	on	our	ability	to	fund distributions	using	cash	generated	through	our	TRSs	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

During	the	year	ended	December	31,	2012,	we	paid	an	aggregate	of	$355.6	million	in	regular	cash	distributions	to	our	stockholders,	which	included	our	fourth quarter	distribution	of	approximately	$94.8	million	to	stockholders	of	record	at	the	close	of	business	on	December	17,	2012.	For	detail	on	the	other	regular	cash distributions	paid	to	our	stockholders	during	2012,	see	Item	5	of	this	Annual	Report	under	the	caption	"Dividends."

We	will	accrue	distributions	on	unvested	restricted	stock	unit	awards	granted	subsequent	to	January	1,	2012,	which	will	be	payable	upon	vesting.	As	of December	31,	2012,	we	had	accrued	$0.7	million	of	distributions	payable	upon	the	vesting	of	restricted	stock	units.

Contractual	Obligations.	Our	contractual	obligations	relate	primarily	to	the	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	issued	in	our	May 2007	securitization	transaction	(the	"Securitization"),	borrowings	under	our	credit	facilities,	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,	2012	(in	thousands):

| Contractual	Obligations | 2013 | 2014 | 2015 | 2016 | 2017 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates,\tSeries |  |  |  |  |  |  |  |
| 2007-1(1) | $— | $1,750,000 | $—\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 $— | $—\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 |
| 2011\tCredit\tFacility(2) | — | — | — | 265,000 | — | — | 265,000 |
| 2012\tCredit\tFacility(2) | — | — | — | — | 992,000 | — | 992,000 |
| 2012\tTerm\tLoan | — | — | — | — | 750,000 | — | 750,000 |
| Unison\tNotes,\tSeries\t2010-1\tClass\tC,\tSeries\t2010-2\tClass\tC |  |  |  |  |  |  |  |
| and\tSeries\t2010-2\tClass\tF\tnotes(3) | — | — | — | — | 67,000 | 129,000 | 196,000 |
| Colombian\tLong-Term\tCredit |  |  |  |  |  |  |  |
| Facility(4) | — | 763 | 3,054 | 10,689 | 12,216 | 49,625 | 76,347 |
| Colombian\tBridge\tLoans(5) | 53,169 | — | — | — | — | — | 53,169 |
| Colombian\tLoan(6) | — | — | — | — | — | 19,176 | 19,176 |
| South\tAfrican\tFacility(7) | 2,461 | 5,957 | 11,322 | 15,753 | 17,722 | 45,241 | 98,456 |
| Ghana\tLoan(6) | — | — | — | 130,951 | — | — | 130,951 |
| Uganda\tLoan(6) | — | — | — | — | — | 61,023 | 61,023 |
| 4.625%\tsenior\tnotes | — | — | 600,000 | — | — | — | 600,000 |
| 7.00%\tsenior\tnotes | — | — | — | — | 500,000 | — | 500,000 |
| 4.50%\tsenior\tnotes | — | — | — | — | — | 1,000,000 | 1,000,000 |
| 7.25%\tsenior\tnotes | — | — | — | — | — | 300,000 | 300,000 |
| 5.05%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| 5.90%\tsenior\tnotes | — | — | — | — | — | 500,000 | 500,000 |
| 4.70%\tsenior\tnotes | — | — | — | — | — | 700,000 | 700,000 |
| Long-term\tobligations,\texcluding\tcapital\tleases | 55,630 | 1,756,720 | 614,376 | 422,393 | 2,338,938 | 3,504,065 | 8,692,122 |
| Cash\tinterest\texpense | 398,000 | 342,000 | 295,000 | 284,000 | 214,000 | 448,000 | 1,981,000 |
| Capital\tlease\tpayments\t(including\tinterest) | 8,242 | 7,316 | 5,377 | 5,485 | 4,897 | 164,520 | 195,837 |
| Total\tdebt\tservice\tobligations | 461,872 | 2,106,036 | 914,753 | 711,878 | 2,557,835 | 4,116,585 | 10,868,959 |
| Operating\tlease |  |  |  |  |  |  |  |
| payments(8) | 364,427 | 352,624 | 343,478 | 328,826 | 317,533 | 2,878,866 | 4,585,754 |
| Other\tnon-current\tliabilities(9)(10) | 506 | 21,895 | 4,967 | 18,690 | 1,632 | 1,541,956 | 1,589,646 |
| Total | $ 826,805 | $2,480,555 | $1,263,198 | $1,059,394 | $2,877,000 | $8,537,407 | $17,044,359 |

(1) Anticipated	repayment	date;	final	legal	maturity	date	is	April	2037.

(2) On	January	8,	2013,	we	repaid	$265.0	million	outstanding	under	our	2011	Credit	Facility	and	$719.0	million	outstanding	under	our	2012	Credit	Facility	with proceeds	from	the	3.50%	Notes	and	cash	on	hand.

(4) The	Colombian	Long-Term	Credit	Facility	is	denominated	in	Colombian	Pesos.

(5) The	Colombian	Bridge	Loans	are	denominated	in	Colombian	Pesos.	The	maturity	dates	may	be	extended	from	time	to	time.

(6) Denominated	in	U.S.	Dollars.

(7) The	South	African	Facility	is	denominated	in	South	African	Rand.

(8) 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.

(9) Primarily	represents	our	asset	retirement	obligations	and	excludes	certain	other	non-current	liabilities	included	in	our	consolidated	balance	sheet,	primarily	our straight-line	rent	liability	for	which	cash	payments	are	included	in	operating	lease	payments	and	unearned	revenue	that	is	not	payable	in	cash.

(10) Other	non-current	liabilities	exclude	$34.3	million	of	liabilities	for	unrecognized	tax	positions	and	$28.7	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.

Interest	Rate	Swap	Agreements.	As	of	December	31,	2012,	we	held	ten	interest	rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges,	and which	had	an	aggregate	notional	amount	of	$107.3	million,	interest	rates	ranging	from	5.78%	to	7.25%	and	expiration	dates	through	November	2020.

# 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	2012	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	Agreements	Relating	to	the	2011	Credit	Facility,	the	2012	Credit	Facility	and	the	2012	Term	Loan.	The	loan	agreements	for	the	2011 Credit	Facility,	the	2012	Credit	Facility	and	the	2012	Term	Loan	contain	certain	financial	and	operating	covenants	and	other	restrictions	applicable	to	us	and	all	of	our subsidiaries	that	are	not	designated	as	unrestricted	subsidiaries	on	a	consolidated	basis.	These	include	limitations	on	additional	debt,	distributions	and	dividends, guaranties,	sales	of	assets	and	liens.	The	loan	agreements	also	contain	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.	Where	we	designate

certain	of	our	subsidiaries	as	unrestricted	subsidiaries	in	accordance	with	the	respective	agreements,	those	subsidiaries	are	excluded	for	purposes	of	the	covenant calculations.	As	of	December	31,	2012,	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	(each	as	defined	in	the	loan agreements)	of	6.00	to	1.00.	Based	on	our	financial	performance	for	the	12	months	ended	December	31,	2012,	we	could	incur	approximately	$2.5	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	$412	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	(as	defined	in	the	loan	agreements)	to Adjusted	EBITDA	of	3.00	to	1.00.	Based	on	our	financial	performance	for	the	12	months	ended	December	31,	2012,	we	could	incur	approximately	$3.4 billion	of	additional	Senior	Secured	Debt	and	still	remain	in	compliance	with	this	ratio,	(effectively,	however,	this	ratio	would	be	limited	to	$2.5	billion	to remain	in	compliance	with	other	covenants).	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	$1.1	billion	and	we	would	still	remain	in	compliance	with	this	ratio.

•Interest	Coverage	Ratio:	This	ratio	requires	that	we	maintain	a	ratio	of	Adjusted	EBITDA	to	Interest	Expense	(as	defined	in	the	loan	agreements)	of	not	less than	2.50	to	1.00.	Based	on	our	financial	performance	for	the	12	months	ended	December	31,	2012,	our	interest	expense,	which	was	$391	million	for	that period,	could	increase	by	approximately	$356	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	$891	million	and	we	would	still	remain	in	compliance	with	this	ratio.

The	loan	agreements	for	our	credit	facilities	also	contain	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	agreements	for	our	credit	facilities	would	not	only	prevent	us	from being	able	to	borrow	additional	funds	under	these	credit	facilities,	but	would	constitute	a	default	under	these	credit	facilities,	which	could	result	in,	among	other	things, the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.	If	this	were	to	occur,	we	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	agreements	for	the	credit	facilities	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	the	Securitization.	The	loan	agreement	related	to	the	Securitization	involves	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").	As	of	December	31,	2012,	5,278	broadcast	and	wireless	communications	towers are	owned	by	the	two	special	purpose	subsidiaries.

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,	2012,	the	Borrowers	distributed	excess	cash	to	us	of	approximately	$576.8	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	12	months	on	the	Securitization	loan.	Pursuant	to	one	such	test,	if	the DSCR	as	of	the	end	of	any	calendar	quarter	were	1.75x	or	less	(the	"Cash	Trap	DSCR"),	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	the	anticipated	repayment	date	is	not	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	1.45x	(the	"Minimum	DSCR").

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,	pay	REIT	distribution	requirements	and	fund	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,	2012,	the	Borrowers'	DSCR	was	3.89x.	Based	on	the	Borrowers'	net	cash	flow	for	the	calendar	quarter	ended	December	31,	2012	and	the amount	of	interest,	servicing	fees	and	trustee	fees	payable	over	the	succeeding	12	months	on	the	Securitization	loan,	the	Borrowers	could	endure	a	reduction	of approximately	$211.3	million	in	net	cash	flow	before	triggering	a	Cash	Trap	DSCR,	and	approximately	$240.9	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	capital	expenditures,	future	growth	and	expansion	initiatives,	satisfy	our	REIT	distribution	requirements	and	fund	our	stock	repurchase	program,	we	may need	to	raise	additional	capital	through	financing	activities.	If	we	determine	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	capital	expenditures,	future	growth	and	expansion	initiatives,	satisfy	our REIT	distribution	requirements,	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	tenants	and,	consequently,	a	failure	by	a	significant	tenant	to perform	its	contractual	obligations	to	us	could	adversely	affect	our	cash	flow	and	liquidity.

# Critical	Accounting	Policies	and	Estimates

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	GAAP.	The	preparation	of	these	financial	statements	requires	us	to	make	estimates	and	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,	asset	retirement	obligations,	accounting	for	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,	2012.	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	GAAP,	with	no	need	for	management's	judgment	in	its	application.	There	are	also areas	in	which	management's	judgment	in	selecting	any	available	alternative	would	not	produce	a	materially	different	result.

•Impairment	of	Assets—Assets	Subject	to	Depreciation	and	Amortization:	We	review	long-lived	assets,	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	at	the	lowest	level	of	identifiable	cash flows,	typically	at	an	individual	tower	basis.	Possible	indicators	include	a	tower	not	having	current	tenant	leases	or	having	expenses	in	excess	of	revenues. A	cash	flow	modeling	approach	is	utilized	to	assess	recoverability	and	incorporates,	among	other	items,	the	tower	location,	the	tower	location demographics,	the	timing	of	additions	of	new	tenants,	lease	rates	and	estimated	length	of	tenancy	and	ongoing	cash	requirements.	To	the	extent	that	cash flows	generated	under	this	approach	are	not	sufficient	to	recover	the	carrying	value	of	the	towers,	an	impairment	charge	is	recognized	for	the	towers	and network	location	intangible	assets.	We	record	any	related	impairment	charge	in	the	period	in	which	we	identify	such	impairment.

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	carrying	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:	We	review	goodwill	for	impairment	at	least	annually	(as	of	December	31)	or	whenever	events	or	circumstances	indicate the	carrying	value	of	an	asset	may	not	be	recoverable.

Goodwill	is	recorded	in	our	domestic	and	international	rental	and	management	segments	and	network	development	services	segment.	We	utilize	the two	step	impairment	test	when	testing	goodwill	for	impairment.	When	conducting	this	test,	we	employ	a	discounted	cash	flow	analysis.	The	key assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating	performance,	terminal	sales	growth	rate,	management's	expectations	of future	operating	results	and	cash	requirements,	the	current	weighted	average	cost	of	capital	and	an	expected	tax	rate.	Under	the	first	step	of	this	test,	we compare	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future	discounted	cash	flows,	to	the	carrying	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,	2012,	no	potential	impairment	was	identified	under	the	first	step	of	the	test.	The	fair	value	of	each	of	our reporting	units	was	in	excess	of	its	carrying	value	and	passed	with	a	substantial	margin;	except	for	two	reporting	units,	whose	fair	value	exceed	the	carrying value	by	approximately	$87.2	million.	For	these	two	reporting	units,	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:

•	 A	5%	reduction	in	projected	net	income,	or	a	110	basis	point	increase	in	the	weighted	average	cost	of	capital,	or	a	15%	reduction	in	terminal	sales growth	rate.

The	goodwill	recorded	in	these	two	reporting	units	approximated	$41.9	million	as	of	December	31,	2012,	and	is	the	result	of	recently	completed acquisitions.	Accordingly,	the	sensitivity	of	projections	to	changes	in	the	various	assumptions	is	due,	in	part,	to	the	timing	of	the	underlying	acquisitions(s), current	levels	of	cash	flows	and	amounts	of	cash	flows	generated	in	excess	of	the	planned	amounts.	Due	to	the	proximity	of	the	acquisition	date	to	the measurement	date,	the	fair	value	of	intangible	assets	and	goodwill	used	to	test	for	impairment	is	in	line	with	the	fair	value	used	to	initially	measure	the business.

•Asset	Retirement	Obligations:	We	recognize	asset	retirement	obligations	associated	with	our	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	assets	and	depreciated	over	their	estimated	useful	lives	or captured	as	a	component	of	purchase	accounting.

We	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation,	which	resulted	in	a	net	increase	in	the	estimated	obligation of	$6.6	million	during	the	year	ended	December	31,	2012.	The	change	in	2012	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	definition	of	a	business	combination,	we	allocate	the	purchase	price,	including	any	contingent consideration,	to	the	assets	acquired	and	the	liabilities	assumed	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	transactions	that	do	not	meet	the	definition	of	a	business combination,	we	allocate	the	purchase	price	to	property	and	equipment	for	the	fair	value	of	the	towers	and	to	identifiable	intangible	assets	(primarily acquired	customer-related	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	acquisition-date	fair	values	of	the identifiable	assets	acquired	and	liabilities	assumed	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	tenants	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	tenants	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,	2012,	2011	and	2010	approximated	$165.8	million,	$144.0	million	and	$105.2 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	criteria	for	recognition	has	been	met.

We	derive	the	largest	portion	of	our	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	tenants	in the	telecommunications	industry,	and	approximately	51%	of	our	revenues	are	derived	from	four	tenants	in	the	industry.	In	addition,	we	have	concentrations of	credit	risk	in	certain	geographic	areas.	We	mitigate	the	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively	monitoring the	credit	worthiness	of	our	borrowers	and	tenants.	In	recognizing	customer	revenue	we	must	assess	the	collectibility	of	both	the	amounts	billed	and	the portion	recognized	on	a	straight-line	basis.	This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately determine	the	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	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be uncollectible	are	charged	to	bad	debt	expense.	Accounts	receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting from	a	tenant's	inability	to	make	required	payments	and	allowances	for	amounts	invoiced	whose	collectibility	is	not	reasonably	assured.

•Rent	Expense:	Many	of	the	leases	underlying	our	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	over	time.	We	calculate	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancellable	term	of	the	underlying	ground	lease plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	us	such	that	renewal	appears	to	be	reasonably	assured.	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	non-current	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,	the	expected	distributions,	and	the	risk-free	interest	rate	over	the	expected	life	of the	option.	These	assumptions	are	highly	subjective	and	could	significantly	impact	the	value	of	the	option	and	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.	We	recognize	stock-based	compensation	in	either	selling, general,	administrative	and	development	expense,	costs	of	operations	or	as	part	of	the	costs	associated	with	the	construction	of	our	tower	assets.

•Income	Taxes:	We	will	elect	to	be	taxed	as	a	REIT	under	the	Code	effective	January	1,	2012,	and	will	generally	not	be	subject	to	federal	and	state	income taxes	on	our	QRSs'	taxable	income	that	we	distribute	to	our	stockholders	provided	we	meet	certain	organization	and	operating	requirements.	However, even	as	a	REIT,	we	will	remain	obligated	to	pay	income	taxes	on	earnings	from	our	TRS	assets.	In	addition,	our	international	assets	and	operations continue	to	be	subject	to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are	conducted.

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.	At	December	31,	2011,	we	reversed	deferred	tax	assets	and	liabilities related	to	our	REIT	activities	as	a	result	of	a	reduction	of	the	expected	tax	rate.	As	a	REIT,	we	will	not	pay	federal	income	tax	on	our	QRSs,	because	a dividends	paid	deduction	will	be	available	to	offset	our	taxable	income.	Additionally,	we	will	be	permitted	to	use	NOLs	to	offset	our	REIT	taxable	income. We	do	not	expect	to	pay	federal	taxes	on	our	REIT	taxable	income.

We	periodically	review	our	deferred	tax	assets,	and	we	record	a	valuation	allowance	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,	2012,	we	have	provided	a	valuation	allowance	of	approximately	$95.6 million	on	deferred	tax	assets	for	certain	of	our	subsidiaries,	which	primarily	relates	to	foreign	NOLs.	We	have	not	provided	a	valuation	allowance	for	the remaining	deferred	tax	asset,	primarily	our	foreign	and	federal	NOLs	related	to	other	TRS	entities,	as	we	believe	that	we	will	have	sufficient	taxable income	to	realize	these	NOLs	during	the	applicable	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	U.S.	federal	net	deferred	tax	asset	has	been	assessed	utilizing	projections	based	on	our	current	operations.	Accordingly,	the recoverability	of	our	net	deferred	tax	asset	is	not	dependent	on	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.	If	we	are	unable	to	generate	sufficient taxable	income	in	the	future,	we	will	be	required	to	reassess	our	deferred	tax	assets	and	consider	an	adjustment	to	our	valuation	allowances.

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	$1.3 million.	As	of	December	31,	2012,	we	have	classified	approximately	$34.3	million	of	reserves	for	uncertain	tax	positions	as	other	non-current	liabilities	in the	consolidated	balance	sheet.	We	also	classified	approximately	$28.7	million	of	accrued	income	tax-related	interest	and	penalties	as	other	non-current liabilities	in	the	consolidated	balance	sheet	as	of	December	31,	2012.

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,	2012.

We	consider	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	the	United	States	on	the	basis	of	estimates	that	future domestic	cash	generation	will	be	sufficient	to	meet	future	domestic	cash	needs.	We	have	not	recorded	a	deferred	tax	liability	related	to	the	U.S.	federal	and state	income	taxes	and	foreign	withholding	taxes	on	approximately	$101	million	of	undistributed	earnings	of	foreign	subsidiaries	indefinitely	invested outside	of	the	United	States.	Should	we	decide	to	repatriate	the	foreign	earnings,	we	may	have	to	adjust	the	income	tax	provision	in	the	period	we determined	that	the	earnings	will	no	longer	be	indefinitely	invested	outside	of	the	United	States.

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

The	following	tables	provide	information	as	of	December	31,	2012	and	2011	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

| 2013 | 2014 | 2015 | 2016 | 2017 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| $ 57,570 | $1,752,323 | $601,517 | $132,280 | $568,139 | $3,394,758 | $6,506,587 | $7,120,522 |
| 7.82% | 5.61% | 4.63% | 8.99% | 6.81% | 5.28% |  |  |
| $2,461 | $6,720 | $14,377 | $291,442 | $1,771,938 | $155,890 | $2,242,828 | $2,239,053 |

# Aggregate	Notional	Amounts	Associated	with	Interest	Rate	Swaps	in	Place

# As	of	December	31,	2012	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates (In	thousands,	except	percentages)

| Long-Term	Debt | 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(c) | $ 101,816 | $ 2,231 | $ 1,751,555 | $ 600,462 | $ 127,960 | $3,235,851 | $5,819,875 | $6,064,783 |
| Average\tInterest\tRate(c) | 7.08% | 5.00% | 5.61% | 4.63% | 9.00% | 5.66% |  |  |
| Variable\tRate\tDebt(c) |  |  |  |  | $ 625,000 | $784,920 | $1,409,920 | $1,396,670 |

(a) As	of	December	31,	2012,	variable	rate	debt	consisted	of	our	2011	Credit	Facility	($265.0	million),	which	matures	on	April	8,	2016,	our	2012	Credit	Facility	($992.0	million),	which	matures	on	January	31,	2017 and	our	2012	Term	Loan	($750.0	million),	which	matures	on	June	29,	2017.	Variable	rate	debt	also	includes	$98.5	million	of	indebtedness	outstanding	under	the	South	African	Facility,	which	amortizes	through March	31,	2020,	$61.0	million	of	indebtedness	under	the	Uganda	Loan,	which	matures	on	June	29,	2019	and	$76.3	million	of	indebtedness	under	the	Colombian	Long-Term	Credit	Facility,	which	amortizes through	November	30,	2020.	As	of	December	31,	2012,	fixed	rate	debt	consisted	of:	the	Certificates	issued	in	the	Securitization	($1.75	billion);	Unison	Notes	($196.0	million	principal	amount	due	at	maturity,	the balance	as	of	December	31,	2012	was	$207.2	million);	the	7.25%	senior	notes	due	2019	($300.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2012	was	$296.3	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,	2012	was	$599.6	million);	the	5.05%	senior	notes	due 2020	($700.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2012	was	$699.3	million);	the	4.50%	senior	notes	due	2018	($1.0	billion	principal	amount	due	at	maturity,	the	balance	as	of December	31,	2012	was	$999.4	million);	the	5.90%	Notes	($500.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2012	was	$499.4	million);	the	4.70%	Notes	($700.0	million	principal amount	due	at	maturity,	the	balance	as	of	December	31,	2012	was	$698.8	million),	and	other	debt	of	$260.6	million	(including	the	Colombian	Bridge	Loans,	Colombian	Loan	and	Ghana	Loan	and	other	debt including	capital	leases).	Interest	on	the	2011	Credit	Facility,	the	2012	Credit	Facility	and	the	2012	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,	2012	for	the	2011	Credit	Facility,	the	2012	Credit	Facility	and	the 2012	Term	Loan	was	1.92%.	For	the	year	ended	December	31,	2012,	the	weighted	average	interest	rate	under	the	2011	Credit	Facility,	the	2012	Credit	Facility	and	the	2012	Term	Loan	was	1.82%.	Interest	on	the South	African	Facility	is	payable	in	accordance	with	the	applicable	JIBAR	agreement	and	accrues	at	JIBAR	plus	margin	(as	defined).	The	weighted	average	interest	rate	at	December	31,	2012,	after	giving	effect	to our	interest	rate	swap	agreements	in	South	Africa,	was	9.84%.	Interest	on	the	Colombian	Long-Term	Credit	Facility	is	payable	in	accordance	with	the	applicable	IBR	agreement	and	accrues	at	IBR	plus	margin	(as defined).	The	weighted	average	interest	rate	at	December	31,	2012,	after	giving	effect	to	our	interest	rate	swap	agreements	in	Colombia,	was	10.36%.	Interest	on	the	Uganda	Loan	is	payable	in	accordance	with	the applicable	LIBOR	plus	margin	(as	defined).	The	Uganda	Loan	accrued	interest	at	6.368%	at	December	31,	2012.

(b) Represents	the	weighted	average	fixed	rate	of	interest	based	on	contractual	notional	amount	as	a	percentage	of	total	notional	amounts.

(c) As	of	December	31,	2011,	variable	rate	debt	consisted	of	our	Revolving	Credit	Facility	($1.0	billion	drawn)	and	the	2008	Term	Loan	($325.0	million)	included	above	which	originally	matured	on	June	8,	2012,	but we	repaid	on	January	31,	2012	with	$625.0	million	in	proceeds	from	the	2011	Credit	Facility,	which	matures	on	April	8,	2016,	and	$700	million	in	proceeds	from	the	2012	Credit	Facility,	which	matures	on January	31,	2017.	Variable	rate	debt	also	includes	$84.9	million	of	indebtedness	outstanding	under	our	South	African	Facility	which	matures	on	March	31,	2020.	As	of	December	31,	2011,	fixed	rate	debt consisted	of:	the	Certificates	issued	in	the	Securitization	($1.75	billion);	Unison	Notes	($196.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2011	was	$209.3	million);	the	7.25%	senior notes	due	2019	($300.0	million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2011	was	$295.8	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,	2011	was	$599.5	million);	the	5.05%	senior	notes	due	2020	($700.0	million	principal	amount	due	at	maturity,	the	balance	as	of December	31,	2011	was	$699.3	million);	the	4.50%	senior	notes	due	2018	($1.0	billion	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2011	was	$999.3	million);	the	5.90%	Notes	($500.0 million	principal	amount	due	at	maturity,	the	balance	as	of	December	31,	2011	was	$499.3	million);	and	other	debt	of	$273.9	million	(including	the	Colombian	Bridge	Loan,	Colombian	Short-Term	Credit	Facility and	Ghana	Loan).	Interest	on	the	Revolving	Credit	Facility	and	the	2008	Term	Loan	was	payable	in	accordance	with	the	applicable	LIBOR	agreement	or	quarterly	and	accrued	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,	2011	for	the	Revolving	Credit	Facility	and	the	2008	Term	Loan	was	0.95%.	For	the	year ended	December	31,	2011,	the	weighted	average	interest	rate	under	the	Revolving	Credit	Facility	and	the	2008	Term	Loan	was	1.71%.

As	of	December	31,	2012,	we	held	ten	interest	rate	swap	agreements,	all	of	which	have	been	designated	as	cash	flow	hedges,	and	which	had	an	aggregate	notional amount	of	$107.3	million,	interest	rates	ranging	from	5.78%	to	7.25%	and	expiration	dates	through	November	2020.

Changes	in	interest	rates	can	cause	interest	charges	to	fluctuate	on	our	variable	rate	debt.	Variable	rate	debt	as	of	December	31,	2012,	was	comprised	of	$265.0 million	under	the	2011	Credit	Facility,	$992.0	million	under	the	2012	Credit	Facility,	$750.0	million	under	the	2012	Term	Loan,	$61.0	million	under	the	Uganda	Loan, $48.5	million	under	the	South	African	Facility	after	giving	effect	to	our	interest	rate	swap	agreements	in	South	Africa	and	$19.1	million	under	the	Colombian	Long- Term	Credit	Facility	after	giving	effect	to	our	interest	rate	swap	agreements	in	Colombia.	A	10%	increase	in	current	interest	rates	would	result	in	an	additional	$4.8 million	of	interest	expense	for	the	year	ended	December	31,	2012.

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	primarily	in	connection	with	our	foreign	subsidiaries	and	joint	ventures internationally.	Any	transaction	denominated	in	a	currency	other	than	the	U.S.	Dollar	is	reported	in	U.S.	Dollars	at	the	applicable	exchange	rate.	All	assets	and	liabilities are	translated	into	U.S.	Dollars	at	exchange	rates	in	effect	at	the	end	of	the	applicable	fiscal	reporting	period	and	all	revenues	and	expenses	are	translated	at	average	rates for	the	period.	The	cumulative	translation	effect	is	included	in	equity	and	as	a	component	of	comprehensive	income	(loss).	We	may	enter	into	additional	foreign currency	financial	instruments	in	anticipation	of	future	transactions	in	order	to	minimize	the	risk	of	currency	fluctuations.

For	the	year	ended	December	31,	2012,	approximately	30%	of	our	revenues	and	approximately	39%	of	our	operating	expenses	were	denominated	in	foreign currencies,	as	compared	to	26%	and	34%	respectively,	during	the	same	period	in	2011.

We	have	performed	sensitivity	analyses	assuming	a	hypothetical	10%	adverse	movement	in	foreign	currency	exchange	rates	from	the	quoted	foreign	currency exchange	rates	at	December	31,	2012	and	2011.	As	of	December	31,	2012,	the	analysis	indicated	that	such	an	adverse	movement	would	cause	our	revenues,	operating results	and	cash	flows	to	fluctuate	by	less	than	5%.	As	of	December	31,	2011,	the	analysis	indicated	that	such	an	adverse	movement	would	cause	our	revenues, operating	results	and	cash	flows	to	fluctuate	by	less	than	4%.

As	of	December	31,	2012,	we	have	incurred	a	substantial	amount	of	additional	intercompany	debt,	which	is	not	considered	to	be	permanently	reinvested,	and similar	unaffiliated	balances	that	were	denominated	in	a	currency	other	than	the	functional	currency	of	the	subsidiary	in	which	it	is	recorded.	As	this	debt	had	not	been designated	as	being	of	long-term	investment	in	nature,	any	changes	in	the	foreign	currency	exchange	rates	will	result	in	unrealized	gains	or	losses,	which	will	be included	in	our	determination	of	net	income.	An	adverse

change	of	10%	in	the	underlying	exchange	rates	of	our	unsettled	intercompany	debt	and	similar	unaffiliated	balances	would	result	in	approximately	$188.8	million	of unrealized	gains	or	losses	that	would	be	included	in	other	(expense)	income	in	our	consolidated	statements	of	operations	for	the	year	ended	December	31,	2012.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

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

# ITEM	9A. CONTROLS	AND	PROCEDURES

# Disclosure	Controls	and	Procedures

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

Our	management,	with	the	participation	of	our	principal	executive	officer	and	principal	financial	officer,	evaluated	the	effectiveness	of	the	design	and	operation	of our	disclosure	controls	and	procedures	(as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act)	as	of	the	end	of	the	period	covered	by	this	Annual	Report 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,	2012	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,	2012.	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,	2012,	our	internal	control	over	financial	reporting	is	effective.

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

# Report	of	Independent	Registered	Public	Accounting	Firm

# To	the	Board	of	Directors	and	Stockholders	of

# Boston,	Massachusetts

We	have	audited	the	internal	control	over	financial	reporting	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2012,	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,	2012,	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 and	financial	statement	schedule	as	of	and	for	the	year	ended	December	31,	2012	of	the	Company	and	our	report	dated	February	26,	2013,	expressed	an	unqualified opinion	on	those	financial	statements	and	financial	statement	schedule.

/s/	DELOITTE	&	TOUCHE	LLP

# 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,	2012	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	26,	2013	are	set	forth	below:

James	D.	Taiclet,	Jr.	is	our	Chairman,	President	and	Chief	Executive	Officer.	Mr.	Taiclet	was	appointed	President	and	Chief	Operating	Officer	in	September 2001,	was	named	Chief	Executive	Officer	in	October	2003	and	was	selected	as	Chairman	of	the	Board	in	February	2004.	Prior	to	joining	us,	Mr.	Taiclet	served	as President	of	Honeywell	Aerospace	Services,	a	unit	of	Honeywell	International,	and	prior	to	that	as	Vice	President,	Engine	Services	at	Pratt	&	Whitney,	a	unit	of	United Technologies	Corporation.	He	was	also	previously	a	consultant	at	McKinsey	&	Company,	specializing	in	telecommunications	and	aerospace	strategy	and	operations. Mr.	Taiclet	began	his	career	as	a	United	States	Air	Force	officer	and	pilot.	He	holds	a	Masters	Degree	in	Public	Affairs	from	Princeton	University,	where	he	was awarded	a	Fellowship	at	the	Woodrow	Wilson	School,	and	is	a	Distinguished	Graduate	of	the	United	States	Air	Force	Academy	with	majors	in	Engineering	and International	Relations.	Mr.	Taiclet	serves	on	the	Board	of	Trustees	of	Brigham	and	Women's	Healthcare,	Inc.,	in	Boston,	Massachusetts.	He	is	also	a	member	of	the Corporate	Advisory	Board	of	the	Boston	Club.

Thomas	A.	Bartlett	is	our	Executive	Vice	President,	Chief	Financial	Officer	and	Treasurer.	Mr.	Bartlett	joined	us	in	April	2009	as	Executive	Vice	President	and Chief	Financial	Officer,	and	assumed	the	role	of	Treasurer	in	February	2012.	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,	General	Counsel	and	Secretary.	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.

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,	and	held	directorships	with	Digital	UK	and	FreeView	during	this	period.	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.	In	April	2011,	Mr.	Marshall	was	appointed	a	director	of	Competitive Carriers	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	Mr.	Meyer	was with	Bright	Horizons	Family	Solutions	since	1998,	a	provider	of	child	care,	early	education	and	work/life	consulting	services,	where	he	most	recently	served	as	Chief Accounting	Officer.	Mr.	Meyer	also	served	as	Corporate	Controller	and	Vice	President	of	Finance	while	at	Bright	Horizons.	Prior	to	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,	since	1992,	Mr.	Sharma	worked at	Motorola,	where	he	led	country	teams	in	India	and	Southeast	Asia,	including	as	Country	President,	India	and	as	Head	of	Strategy,	Asia-Pacific.	Mr.	Sharma	also served	on	Motorola's	Asia	Pacific	Board	and	was	a	member	of	its	senior	leadership	team.	Mr.	Sharma	also	worked	at	GE	Capital,	serving	as	Vice	President,	Strategy and	Business	Development,	and	prior	to	that,	with	McKinsey,	New	York,	serving	as	a	core	member	of	the	firm's	Electronics	and	Marketing	Practices.	Mr.	Sharma earned	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	incorporated	herein	by reference.

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

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

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

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

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

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

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

# PART	IV

# ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

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

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

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

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

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its

behalf	by	the	undersigned,	thereunto	duly	authorized	on	the	26th	day	of	February,	2013.

James	D.	Taiclet,	Jr.

Chairman,	President	and	Chief	Executive	Officer

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

| Signature | Title | Date |
| :--- | :--- | :--- |
| /S/\t\t\t\tJAMES\tD.\tTAICLET,\tJR. | Chairman,\tPresident\tand\tChief\tExecutive\tOfficer | February\t26,\t2013 |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /S/\t\t\t\tTHOMAS\tA.\tBARTLETT | Executive\tVice\tPresident,\tChief\tFinancial\tOfficer\tand | February\t26,\t2013 |
| Thomas\tA.\tBartlett | Treasurer\t(Principal\tFinancial\tOfficer) |  |
| /S/\t\t\t\tROBERT\tJ.\tMEYER,\tJR. | Senior\tVice\tPresident,\tFinance\tand\tCorporate\tController | February\t26,\t2013 |
| Robert\tJ.\tMeyer,\tJr. | (Principal\tAccounting\tOfficer) |  |
| /S/\t\t\t\tRAYMOND\tP.\tDOLAN | Director | February\t26,\t2013 |
| Raymond\tP.\tDolan |  |  |
| /S/\t\t\t\tRONALD\tM.\tDYKES | Director | February\t26,\t2013 |
| Ronald\tM.\tDykes |  |  |
| /S/\t\t\t\tCAROLYN\tF.\tKATZ | Director | February\t26,\t2013 |
| Carolyn\tF.\tKatz |  |  |
| /S/\t\t\t\tGUSTAVO\tLARA\tCANTU | Director | February\t26,\t2013 |
| Gustavo\tLara\tCantu |  |  |
| /S/\t\t\t\tJOANN\tA.\tREED | Director | February\t26,\t2013 |
| JoAnn\tA.\tReed |  |  |
| /S/\t\t\t\tPAMELA\tD.\tA.\tREEVE | Director | February\t26,\t2013 |
| Pamela\tD.\tA.\tReeve |  |  |
| /S/\t\t\t\tDAVID\tE.\tSHARBUTT | Director | February\t26,\t2013 |

# AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

We	have	audited	the	accompanying	consolidated	balance	sheets	of	American	Tower	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2012	and 2011,	and	the	related	consolidated	statements	of	operations,	comprehensive	income,	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2012.	Our	audits	also	included	the	financial	statement	schedule	listed	in	the	Index	at	Item	15.	These	financial	statements	and	financial	statement	schedule	are	the responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	the	financial	statements	and	financial	statement	schedule	based	on	our audits.

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

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31,	2012	and 2011,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2012	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.	Also,	in	our	opinion,	such	financial	statement	schedule,	when	considered	in	relation	to	the	basic	consolidated financial	statements	taken	as	a	whole,	presents	fairly,	in	all	material	respects,	the	information	set	forth	therein.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's	internal	control	over financial	reporting	as	of	December	31,	2012,	based	on	the	criteria	established	in	Internal	Control—Integrated	Framework	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission,	and	our	report	dated	February	26,	2013	expressed	an	unqualified	opinion	on	the	Company's	internal	control	over	financial reporting.

Boston,	Massachusetts February	26,	2013

# CONSOLIDATED	BALANCE	SHEETS

# (in	thousands,	except	share	data)

|  | December	31,<br>2012 | December	31,<br>2011 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $368,618 | $330,191 |
| Restricted\tcash | 69,316 | 42,215 |
| Short-term\tinvestments\tand\tavailable-for-sale\tsecurities | 6,018 | 22,270 |
| Accounts\treceivable,\tnet | 136,971 | 100,610 |
| Prepaid\tand\tother\tcurrent\tassets | 222,851 | 250,273 |
| Deferred\tincome\ttaxes | 25,754 | 29,596 |
| Total\tcurrent\tassets | 829,528 | 775,155 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 5,789,995 | 4,981,722 |
| GOODWILL | 2,912,046 | 2,676,290 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 3,115,053 | 2,495,053 |
| DEFERRED\tINCOME\tTAXES | 213,518 | 209,031 |
| DEFERRED\tRENT\tASSET | 776,201 | 609,529 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tNON-CURRENT\tASSETS | 452,788 | 495,615 |
| TOTAL | $14,089,129 | $12,242,395 |
| LIABILITIES\tAND\tEQUITY |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable | $89,578 | $215,931 |
| Accrued\texpenses | 286,962 | 305,538 |
| Distributions\tpayable | 189 | — |
| Accrued\tinterest | 71,271 | 65,729 |
| Current\tportion\tof\tlong-term\tobligations | 60,031 | 101,816 |
| Unearned\trevenue | 124,147 | 92,483 |
| Total\tcurrent\tliabilities | 632,178 | 781,497 |
| LONG-TERM\tOBLIGATIONS | 8,693,345 | 7,134,492 |
| ASSET\tRETIREMENT\tOBLIGATIONS | 435,724 | 344,180 |
| OTHER\tNON-CURRENT\tLIABILITIES | 643,701 | 572,084 |
| Total\tliabilities | 10,404,948 | 8,832,253 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| EQUITY: |  |  |
| 395,091,213\tand\t393,642,079\tshares\toutstanding,\trespectively | 3,959 | 3,936 |
| Additional\tpaid-in\tcapital | 5,012,124 | 4,903,800 |
| Distributions\tin\texcess\tof\tearnings | (1,196,907) | (1,477,899) |
| Accumulated\tother\tcomprehensive\tloss | (183,347) | (142,617) |
| Treasury\tstock\t(872,005\tand\t0\tshares\tat\tcost,\trespectively) | (62,728) | — |
| Total\tAmerican\tTower\tCorporation\tequity | 3,573,101 | 3,287,220 |
| Noncontrolling\tinterest | 111,080 | 122,922 |
| Total\tequity | 3,684,181 | 3,410,142 |
| TOTAL | $14,089,129 | $12,242,395 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (in	thousands,	except	per	share	data)

|  | 2012 | Year	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Rental\tand\tmanagement | $2,803,490 | $2,386,185 | $1,936,373 |
| Network\tdevelopment\tservices | 72,470 | 57,347 | 48,962 |
| Total\toperating\trevenues | 2,875,960 | 2,443,532 | 1,985,335 |
| OPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow): |  |  |  |
| Rental\tand\tmanagement\t(including\tstock-based\tcompensation\texpense\tof\t$793,\t$1,105\tand\t$0,\trespectively) | 686,681 | 590,272 | 447,629 |
| Network\tdevelopment\tservices\t(including\tstock-based\tcompensation\texpense\tof\t$968,\t$1,224\tand\t$0,\trespectively) | 35,798 | 30,684 | 26,957 |
| Depreciation,\tamortization\tand\taccretion | 644,276 | 555,517 | 460,726 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\tof\t$50,222,\t$45,108,\tand\t$52,555, |  |  |  |
| respectively) | 327,301 | 288,824 | 229,769 |
| Other\toperating\texpenses | 62,185 | 58,103 | 35,876 |
| Total\toperating\texpenses | 1,756,241 | 1,523,400 | 1,200,957 |
| OPERATING\tINCOME | 1,119,719 | 920,132 | 784,378 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,485,\t$1,474,\tand\t$1,487,\trespectively | 14,258 | 14,214 | 14,212 |
| Interest\tincome | 7,680 | 7,378 | 5,024 |
| Interest\texpense | (401,665) | (311,854) | (246,018) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (398) | — | (1,886) |
| Other\t(expense)\tincome\t(including\tunrealized\tforeign\tcurrency\t(losses)\tgains\tof\t$(34,330),\t$(131,053)\tand\t$4,792,\trespectively) | (38,300) | (122,975) | 315 |
| Total\tother\texpense | (418,425) | (413,237) | (228,353) |
| INCOME\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tINCOME\tTAXES\tAND\tINCOME\tON\tEQUITY\tMETHOD\tINVESTMENTS | 701,294 | 506,895 | 556,025 |
| Income\ttax\tprovision | (107,304) | (125,080) | (182,489) |
| Income\ton\tequity\tmethod\tinvestments | 35 | 25 | 40 |
| INCOME\tFROM\tCONTINUING\tOPERATIONS | 594,025 | 381,840 | 373,576 |
| INCOME\tFROM\tDISCONTINUED\tOPERATIONS,\tNET\tOF\tINCOME\tTAX\tPROVISION\tOF\t$0,\t$0\tAND\t$19,\tRESPECTIVELY | — | — | 30 |
| NET\tINCOME | $594,025 | $381,840 | $373,606 |
| Net\tloss\t(income)\tattributable\tto\tnoncontrolling\tinterest | 43,258 | 14,622 | (670) |
| NET\tINCOME\tATTRIBUTABLE\tTO\tAMERICAN\tTOWER\tCORPORATION | $637,283 | $396,462 | $372,936 |
| NET\tINCOME\tPER\tCOMMON\tSHARE\tAMOUNTS: |  |  |  |
| BASIC: |  |  |  |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $1.61 | $1.00 | $0.93 |
| Income\tfrom\tdiscontinued\toperations\tattributable\tto\tAmerican\tTower\tCorporation | — | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $1.61 | $1.00 | $0.93 |
| DILUTED: |  |  |  |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $1.60 | $0.99 | $0.92 |
| Income\tfrom\tdiscontinued\toperations\tattributable\tto\tAmerican\tTower\tCorporation | — | — | — |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $1.60 | $0.99 | $0.92 |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING:\nBASIC | 394,772 | 395,711 | 401,152 |
| DILUTED | 399,287 | 400,195 | 404,072 |
| DISTRIBUTIONS\tDECLARED\tPER\tSHARE | $0.90 | $0.35 | $— |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

# (in	thousands)

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Net\tincome | $594,025 | \t$381,840 | $373,606 |
| Other\tcomprehensive\t(loss)\tincome: |  |  |  |
| Changes\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttaxes\tof\t$905,\t$1,334\tand\t$6,046,\trespectively | (5,315) | 1,977 | 9,496 |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome,\tnet\tof\ttaxes\tof\t$208,\t$74\tand\t$75, |  |  |  |
| respectively | 1,132 | 225 | 118 |
| Net\tunrealized\t(loss)\tgain\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttaxes\tof\t$0,\t$65\tand\t$4,\trespectively | — | (104) | 7 |
| Reclassification\tof\tunrealized\tlosses\ton\tavailable-for-sale\tsecurities\tto\tnet\tincome | 495 | — | — |
| Foreign\tcurrency\ttranslation\tadjustments,\tnet\tof\ttaxes\tof\t$7,677,\t$1,702\tand\t$3,541,\trespectively | (58,387) | \t(187,466) | 41,081 |
| Reclassifications\tdue\tto\tREIT\tConversion | — | (1,752) | — |
| Other\tcomprehensive\t(loss)\tincome | (62,075) | \t(187,120) | 50,702 |
| Comprehensive\tincome | \t 531,950 | 194,720 | \t 424,308 |
| Comprehensive\tloss\t(income)\tattributable\tto\tnon-controlling\tinterest | 64,603 | 21,072 | (670) |
| Comprehensive\tincome\tattributable\tto\tAmerican\tTower\tCorporation | $596,553 | \t$215,792 | $423,638 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | Issued<br>Shares | Amount | Shares | Amount | Additional<br>Paid-in<br>Capital | Other<br>Comprehensive<br>(Loss)	Income | in	Excess	of<br>Distributions<br>(Earnings) | Noncontrolling<br>Interest | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| BALANCE,\tJANUARY\t1,\t2010 | \t479,703,633 | $4,797\t\t\t\t(78,106,649) | $4,797\t\t\t\t(78,106,649) | \t$(2,961,177) | $ 8,393,643 | $(12,649) | $(2,109,532) | $3,043 | $3,318,125 |
| Stock-based\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 |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome, |  |  |  |  |  |  |  |  |  |
| net\tof\ttax | — | — | — | — | — | 118 | — | — | 118 |
| Net\tunrealized\tgains\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax | — | — | — | — | — | 7 | — | — | 7 |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | 41,081 | — | — | 41,081 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (599) | (599) |
| Net\tincome | — | — | — | — | — | — | 372,936 | 670 | 373,606 |
| BALANCE,\tDECEMBER\t31,\t2010 | \t486,056,952 | $4,860\t\t\t\t(87,379,718) | $4,860\t\t\t\t(87,379,718) | \t$(3,381,966) | $ 8,577,093 | $38,053 | $(1,736,596) | $3,114 | $3,504,558 |
| Stock-based\tcompensation\trelated\tactivity | 3,033,698 | 30 | — | — | 128,128 | — | — | — | 128,158 |
| Issuance\tof\tcommon\tstock—Stock\tPurchase\tPlan | 79,049 | 1 | — | — | 3,522 | — | — | — | 3,523 |
| Treasury\tstock\tactivity | — | — | (8,147,902) | (423,932) | — | — | — | — | (423,932) |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | 1,977 | — | — | 1,977 |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome, |  |  |  |  |  |  |  |  |  |
| net\tof\ttax | — | — | — | — | — | 225 | — | — | 225 |
| Net\tunrealized\tlosses\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax | — | — | — | — | — | (104) | — | — | (104) |
| Reclassifications\tdue\tto\tREIT\tConversion | — | — | — | — | — | (1,752) | — | — | (1,752) |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | (181,016) | — | (6,450) | (187,466) |
| Retirement\tof\ttreasury\tstock | (95,527,620) | (955) | 95,527,620 | 3,805,898 | (3,804,943) | — | — | — | — |
| Contributions\tfrom\tnoncontrolling\tinterest | — | — | — | — | — | — | — | 141,387 | 141,387 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (507) | (507) |
| Dividends/distributions\tdeclared | — | — | — | — | — | — | (137,765) | — | (137,765) |
| Net\tincome | — | — | — | — | — | — | 396,462 | (14,622) | 381,840 |
| BALANCE,\tDECEMBER\t31,\t2011 | \t393,642,079 | $3,936 | — | \t$— | $ 4,903,800 | $(142,617) | $(1,477,899) | $122,922 | $3,410,142 |
| Stock-based\tcompensation\trelated\tactivity | 2,233,390 | 22 | — | — | 103,798 | — | — | — | 103,820 |
| Issuance\tof\tcommon\tstock—Stock\tPurchase\tPlan | 87,749 | 1 | — | — | 4,526 | — | — | — | 4,527 |
| Treasury\tstock\tactivity | — | — | (872,005) | (62,728) | — | — | — | — | (62,728) |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax | — | — | — | — | — | (4,733) | — | (582) | (5,315) |
| Reclassification\tof\tunrealized\tlosses\ton\tcash\tflow\thedges\tto\tnet\tincome | — | — | — | — | — | 998 | — | 134 | 1,132 |
| Reclassification\tof\tunrealized\tlosses\ton\tavailable-for-sale\tsecurities\tto |  |  |  |  |  |  |  |  |  |
| net\tincome | — | — | — | — | — | 495 | — | — | 495 |
| Foreign\tcurrency\ttranslation\tadjustment,\tnet\tof\ttax | — | — | — | — | — | (37,490) | — | (20,897) | (58,387) |
| Contributions\tfrom\tnoncontrolling\tinterest | — | — | — | — | — | — | — | 53,341 | 53,341 |
| Distributions\tto\tnoncontrolling\tinterest | — | — | — | — | — | — | — | (580) | (580) |
| Dividends/distributions\tdeclared | — | — | — | — | — | — | (356,291) | — | (356,291) |
| Net\tincome | — | — | — | — | — | — | 637,283 | (43,258) | 594,025 |
| BALANCE,\tDECEMBER\t31,\t2012 | \t395,963,218 | $3,959 | (872,005) | \t$(62,728) | $ 5,012,124 | $(183,347) | $(1,196,907) | $111,080 | $3,684,181 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	is,	through	its	various	subsidiaries	(collectively,	"ATC"	or	the	"Company"),	an	independent	owner,	operator	and	developer	of wireless	and	broadcast	communications	real	estate	in	the	United	States,	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India,	Mexico,	Peru,	South	Africa	and	Uganda.	The Company's	primary	business	is	the	leasing	of	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast companies,	wireless	data	and	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	The	Company	also	manages	rooftop and	tower	sites	for	property	owners,	operates	in-building	and	outdoor	distributed	antenna	system	("DAS")	networks,	holds	property	interests	under	third-party communications	sites	and	provides	network	development	services	that	primarily	support	its	rental	and	management	operations	and	the	addition	of	new	tenants	and equipment	on	its	sites.	The	Company	began	operating	as	a	real	estate	investment	trust	("REIT")	for	federal	income	tax	purposes	effective	January	1,	2012.

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

REIT	Conversion—In	May	2011,	the	Company	announced	its	intention	to	reorganize	to	qualify	as	a	REIT	for	federal	income	tax	purposes	(the	"REIT	Conversion"). Effective	December	31,	2011,	the	Company	completed	the	merger	with	its	predecessor	("American	Tower")	that	was	approved	by	the	Company's	stockholders	in November	2011.	At	the	time	of	the	merger	all	outstanding	shares	of	Class	A	common	stock	of	American	Tower	were	converted	into	a	right	to	receive	an	equal	number of	shares	of	common	stock	of	the	surviving	corporation.	In	addition,	each	share	of	Class	A	common	stock	of	American	Tower	held	in	treasury	at	December	31,	2011 ceased	to	be	outstanding,	and	a	corresponding	adjustment	was	recorded	to	additional	paid-in	capital	and	common	stock.

The	Company	believes	that	since	January	1,	2012,	it	has	been	organized	and	has	operated	in	a	manner	that	enables	it	to	qualify,	and	intends	to	continue	to	operate	in	a manner	that	will	allow	it	to	continue	to	qualify,	as	a	REIT	for	federal	income	tax	purposes.

The	Company	holds	and	operates	certain	of	its	assets	through	one	or	more	taxable	REIT	subsidiaries	("TRSs").	A	TRS	is	a	subsidiary	of	a	REIT	that	is	subject	to applicable	corporate	income	tax.	The	Company's	use	of	TRSs	enables	it	to	continue	to	engage	in	certain	businesses	while	complying	with	REIT	qualification requirements	and	also	allows	the	Company	to	retain	income	generated	by	these	businesses	for	reinvestment	without	the	requirement	of	distributing	those	earnings.	The non-REIT	qualified	businesses	that	the	Company	holds	through	TRSs	include	its	network	development	services	segment.	In	addition,	the	Company	has	included	its international	operations	and	managed	networks	business	within	its	TRSs.	The	Company	is	currently	considering	changing	the	election	of	one	or	more	of	its	previously designated	TRSs,	which	hold	certain	of	its	international	operations,	to	be	treated	as	qualified	REIT	subsidiaries	or	other	disregarded	entities	("QRSs"),	and	may reorganize	and	transfer	certain	assets	or	operations	from	its	TRSs	to	other	subsidiaries,	including	QRSs.

As	a	REIT,	the	Company	generally	will	not	be	subject	to	federal	income	taxes	on	its	income	and	gains	that	the	Company	distributes	to	its	stockholders,	including	the income	derived	from	leasing	towers.	However,	even	as	a	REIT,	the	Company	will	remain	obligated	to	pay	income	taxes	on	earnings	from	its	TRS	assets.	In	addition,	the Company's	international	assets	and	operations	continue	to	be	subject	to	taxation	in	the	foreign	jurisdictions	where	those	assets	are	held	or	those	operations	are conducted.

Principles	of	Consolidation	and	Basis	of	Presentation—The	accompanying	consolidated	financial	statements	include	the	accounts	of	the	Company	and	those	entities	in which	it	has	a	controlling	interest.	Investments	in	entities	that	the	Company	does	not	control	are	accounted	for	using	the	equity	or	cost	method,	depending	upon	the Company's	ability	to	exercise	significant	influence	over	operating	and	financial	policies.	All	intercompany	accounts	and	transactions	have	been	eliminated.

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

Changes	in	Presentation—Changes	have	been	made	to	the	presentation	of	the	Company's	consolidated	statements	of	equity	for	the	years	ended	December	31,	2011	and 2010	to	be	consistent	with	the	current	year	presentation.	Specifically,	other	comprehensive	income	was	previously	reported	in	the	aggregate,	but	the	individual components	are	now	reported	separately	in	the	consolidated	statements	of	equity.

Concentrations	of	Credit	Risk—The	Company	is	subject	to	concentrations	of	credit	risk	related	to	its	cash	and	cash	equivalents,	notes	receivable,	accounts	receivable, 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	accounts	receivable	and	the	related	deferred	rent	asset	from	a	relatively	small	number	of	tenants in	the	telecommunications	industry,	and	approximately	51%	of	its	revenues	is	derived	from	four	customers.	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	tenants.	In	recognizing	customer	revenue,	the	Company	must	assess	the	collectibility	of	both	the	amounts	billed	and	the	portion recognized	on	a	straight-line	basis.	This	assessment	takes	tenant	credit	risk	and	business	and	industry	conditions	into	consideration	to	ultimately	determine	the collectibility	of	the	amounts	billed.	To	the	extent	the	amounts,	based	on	management's	estimates,	may	not	be	collectible,	recognition	is	deferred	until	such	point	as	the uncertainty	is	resolved.	Any	amounts	that	were	previously	recognized	as	revenue	and	subsequently	determined	to	be	uncollectible	are	charged	to	bad	debt	expense included	in	selling,	general,	administrative	and	development	expense	in	the	accompanying	consolidated	statement	of	operations.

Accounts	receivable	are	reported	net	of	allowances	for	doubtful	accounts	related	to	estimated	losses	resulting	from	a	tenant's	inability	to	make	required	payments	and allowances	for	amounts	invoiced	whose	collectibility	is	not	reasonably	assured.	These	allowances	are	generally	estimated	based	on	payment	patterns,	days	past	due	and collection	history,	and	incorporate	changes	in	economic	conditions	that	may	not	be	reflected	in	historical	trends,	such	as	tenants	in	bankruptcy,	liquidation	or reorganization.	Receivables	are	written-off	against	the	allowances

when	they	are	determined	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):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $24,412 | $22,505 | $28,520 |
| Current\tyear\tincreases | 8,028 | 17,008 | 16,219 |
| Write-offs,\tnet\tof\trecoveries\tand\tother | (12,034) | (15,101) | (22,234) |
| Balance\tas\tof\tDecember\t31 | $20,406 | $24,412 | $22,505 |

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	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	during	the	year	ended	December	31,	2010.

As	a	result	of	the	renegotiation	of	the	Company's	agreements	with	Grupo	Iusacell,	S.A.	de	C.V.	("Iusacell"),	which	included,	among	other	changes,	converting	Iusacell's contractual	obligations	to	the	Company	from	U.S.	Dollars	to	Mexican	Pesos,	the	Company	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	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.

The	functional	currency	of	the	Company's	other	foreign	operating	subsidiaries	is	also	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	equity	as	a	component	of	accumulated	other	comprehensive	income.	Foreign	currency transaction	gains	and	losses	are	recognized	in	the	consolidated	statements	of	operations	and	are	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 remaining	maturities	of	three	months	or	less	when	acquired,	whose	cost	approximates	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	and	the	Secured	Cellular	Site	Revenue	Notes,	Series	2010-1	Class	C,	Series	2010-2	Class	C	and	Series	2010-2	Class	F,	assumed	by	the Company	as	a	result	of	the	acquisition	of	certain	legal	entities	from	Unison	Holdings,	LLC	and	Unison	Site	Management	II,	L.L.C.	(collectively,	"Unison").

Short-Term	Investments	and	Available-for-Sale	Securities—As	of	December	31,	2012,	short-term	investments	include	highly-liquid	investments	of	approximately	$6.0 million	and	as	of	December	31,	2011,	short-term	investments	and	available-for-sale	securities	include	highly-liquid	investments	of	approximately	$22.3	million,	with original	maturities	in	excess	of	three	months.	As	of	December	31,	2011,	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	less	than	$0.1	million	(at	a	price	of	$0.21	per	share).	These	shares	were	sold	during	the	year	ended	December	31, 2012.	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	are	reported	as	accumulated	other	comprehensive	income	(loss),	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	statements	of	operations	for	any	decline	in	value	that	is determined	to	be	other-than-temporary.	The	Company	does	not	have	any	investments	classified	as	trading.	During	the	years	ended	December	31,	2011	and	2010,	the Company	recorded	unrealized	(losses)	gains	on	available-for-sale	securities	of	$(0.1)	million	and	$0.1	million,	respectively	(net	of	tax	benefits	(provisions)	of	less	than	$ 0.1	million	and	less	than	$(0.1)	million,	respectively).

As	of	December	31,	2011,	the	unrealized	losses	included	in	accumulated	other	comprehensive	(loss)	income	totaled	$0.4	million.	Upon	the	sale	of	the	available-for-sale securities	during	the	year	ended	December	31,	2012,	the	amounts	in	accumulated	other	comprehensive	(loss)	income	were	recognized.

Property	and	Equipment—Property	and	equipment	are	recorded	at	cost	or,	in	the	case	of	acquired	properties,	at	estimated	fair	value	on	the	date	acquired.	Cost	for	self- constructed	towers	includes	direct	materials	and	labor,	capitalized	interest	and	certain	indirect	costs	associated	with	construction	of	the	tower,	such	as	transportation costs,	employee	benefits	and	payroll	taxes.	The	Company	begins	the	capitalization	of	costs	during	the	pre-construction	period,	which	is	the	period	during	which	costs	are incurred	to	evaluate	the	site,	and	continues	to	capitalize	costs	until	the	tower	is	substantially	completed	and	ready	for	occupancy	by	a	tenant.	Labor	costs	capitalized	for the	years	ended	December	31,	2012,	2011	and	2010	were	$41.6	million,	$35.6	million	and	$31.9	million,	respectively.	Interest	costs	capitalized	for	the	years	ended December	31,	2012,	2011	and	2010	were	$1.9	million,	$2.1	million	and	$1.0	million,	respectively.

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

Depreciation	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	and	residual	value)	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.

The	Company's	goodwill	is	recorded	in	its	domestic	and	international	rental	and	management	segments	and	network	development	services	segment.	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.

The	key	assumptions	utilized	in	the	discounted	cash	flow	analysis	include	current	operating	performance,	terminal	sales	growth	rate,	management's	expectations	of future	operating	results	and	cash	requirements,	the	current	weighted	average	cost	of	capital,	and	an	expected	tax	rate.	Under	the	first	step	of	this	test,	the	Company compares	the	fair	value	of	the	reporting	unit,	as	calculated	under	an	income	approach	using	future	discounted	cash	flows,	to	the	carrying	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,	2012,	2011	and	2010,	no	potential	impairment	was	identified	under	the	first	step	of	the	test,	as	the	fair	value	of	each	of	the reporting	units	was	in	excess	of	its	carrying	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	at	least	annually	or	whenever	events	or	circumstances	indicate	that	the	carrying	value	of	an	asset	may	not	be recoverable.

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.

Notes	Receivable	and	Other	Non-Current	Assets—Notes	receivable	and	other	non-current	assets	primarily	represent	the	Company's	notes	receivable	from	TV	Azteca, investments	accounted	for	under	the	equity	method,	prepaid	ground	lease	assets,	long-term	deposits,	favorable	leasehold	interests	and	other	non-current	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	non-current	assets	and	derivatives	in	a	liability	position	are	reflected	in	other	non-current	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	is	exposed	to	certain	risks	related	to	its	ongoing	business	operations.	The	primary	risk	managed	through	the	use	of	derivative	instruments	is	interest	rate risk.	From	time	to	time,	the	Company	enters	into	interest	rate	swap	agreements	to	manage	exposure	on	the	variable	rate	debt	under	its	credit	facilities	and	to	manage variability	in	cash	flows	relating	to	forecasted	interest	payments.	Under	these	agreements,	the	Company	is	exposed	to	credit	risk	to	the	extent	that	a	counterparty	fails	to meet	the	terms	of	a	contract.	The	Company's	credit	risk	exposure	is	limited	to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to	perform.	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	statements	of	operations.

Fair	Value	Measurements—The	Company	determines	the	fair	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	are	three	levels	of	inputs	that	may	be	used	to measure	fair	value:

Discount	and	Premium	on	Notes—The	Company	amortizes	the	discounts	and	premiums	on	its	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.

Accounts	Payable	and	Accrued	Expenses—Accounts	payable	and	accrued	expenses	primarily	include	amounts	payable	to	vendors	in	the	ordinary	course	and	amounts payable	to	sellers	in	conjunction	with	acquisitions.

Asset	Retirement	Obligations—The	fair	value	of	asset	retirement	obligations	associated	with	an	entity's	obligation	to	retire	tangible	long-lived	assets	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	or	captured	as	a	component	of	purchase	accounting.	Fair	value	estimates	of	asset	retirement	obligations	generally involve	discounting	of	estimated	future	cash	flows.	Periodic	accretion	of	such	liabilities	due	to	the	passage	of	time	is	recorded	as	an	operating	expense.	Adjustments	are also	made	to	the	asset	retirement	obligation	liability	to	reflect	changes	in	the	estimates	of	timing	and	amount	of	expected	cash	flows,	with	an	offsetting	adjustment	made to	the	related	tangible	long-lived	asset.

The	Company	has	certain	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.

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	in	income	in	the	period	that	includes	the	enactment	date.	At	December	31,	2011,	the	Company	reversed	its deferred	tax	assets	and	liabilities	related	to	its	REIT	activities	as	a	result	of	a	reduction	of	the	expected	tax	rate.	As	a	REIT,	the	Company	will	not	pay	federal	income	tax with	respect	to	its	QRSs	because	a	dividends	paid	deduction	will	be	available	to	offset	its	taxable	income.	Additionally,	the	Company	will	be	permitted	to	use	net operating	losses	("NOLs")	to	offset	its	REIT	taxable	income.	The	Company	does	not	expect	to	pay	federal	income	taxes	on	its	REIT	taxable	income.

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 within	a	reasonable	period	of	time.	The	Company	also	periodically	reviews	its	valuation	allowances	on	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	included	in	other	comprehensive	(loss) income,	but	excluded	from	net	income,	as	these	amounts	are	recorded	directly	as	an	adjustment	to	equity,	net	of	tax.	The	Company's	other	comprehensive	(loss)	income is	comprised	of	changes	in	fair	value	of	derivative	cash	flow	hedges,	unrealized	losses	in	available-for-sale	securities,	foreign	currency	translation	adjustments	and reclassification	of	unrealized	losses	on	derivative	cash	flow	hedges	and	available-for-sale	securities	as	summarized	in	the	accompanying	consolidated	statement	of	other comprehensive	(loss)	income.

Treasury	Stock—The	Company	records	treasury	stock	purchases	using	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	unless and	until	such	time	as	the	shares	are	formally	retired.	As	part	of	the	REIT	Conversion,	all	treasury	stock	outstanding	at	the	time	was	retired.

Distributions—A	REIT	must	annually	distribute	to	its	stockholders	an	amount	equal	to	at	least	90%	of	its	REIT	taxable	income	(determined	before	the	deduction	for distributed	earnings	and	excluding	any	net	capital	gain).	During	the	year	ended	December	31,	2010,	a	pre-REIT	year,	there	were	no	cash	distributions	declared.	During the	year	ended	December	31,	2011,	the	Company	paid	a	one-time	special	cash	distribution	to	its	stockholders	of	approximately	$137.8	million,	or	$0.35	per	share,	of earnings	and	profits	accumulated	during	the	years	it	was	taxed	as	a	C	corporation,	in	anticipation	of	commencing	to	operate	as	a	REIT	effective	January	1,	2012.	During the	year	ended	December	31,	2012,	the	Company	declared	and	paid	distributions	of	its	REIT	taxable	income	of	$355.6	million,	or	$0.90	per	share.	The	amount,	timing and	frequency	of	future	distributions	will	be	at	the	sole	discretion	of	the	Board	of	Directors	and	will	be	declared	based	upon	various	factors,	a	number	of	which	may	be beyond	the	Company's	control,	including	the	financial	condition	and	operating	cash	flows,	the	amount	required	to	maintain	REIT	status	and	reduce	any	income	and excise	taxes	that	the	Company	otherwise	would	be	required	to	pay,	limitations	on	distributions	in	our	existing	and	future	debt	instruments,	the	Company's	ability	to utilize	NOLs	to	offset,	in	whole	or	in	part,	the	Company's	distribution	requirements,	limitations	on	its	ability	to	fund	distributions	using	cash	generated	through	its	TRSs and	other	factors	that	the	Board	of	Directors	may	deem	relevant.

Acquisitions—For	transactions	that	meet	the	definition	of	a	business	combination,	the	Company	allocates	the	purchase	price,	including	any	contingent	consideration,	to the	assets	acquired	and	the	liabilities	assumed	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	transactions	that	do	not	meet	the	definition	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-related	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, adjusted	for	an	estimated	reduction	in	fair	value	due	to	depreciation,	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	the acquisition-date	fair	value	of	identifiable	assets	acquired	and	liabilities	assumed	may	extend	over	more	than	one	period	and	result	in	adjustments	to	the	preliminary estimate	recognized	in	the	prior	period	financial	statements.

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	tenants	are	recognized	on	a	straight-line	basis	over	the	fixed,	non-cancellable	terms of	the	applicable	leases	and	included	in	the	deferred	rent	asset	on	the	accompanying	consolidated	balance	sheet.	Total	rental	and	management	straight-line	revenues	for the	years	ended	December	31,	2012,	2011	and	2010	approximated	$165.8	million,	$144.0	million	and	$105.2	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	criteria	for recognition	has	been	met.

Network	development	services	revenues	are	derived	under	contracts	or	arrangements	with	tenants	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.	Amounts	billed	or	received	prior	to	being	earned	are	deferred	and	reflected	in	unearned	revenue	in the	accompanying	consolidated	balance	sheets	until	the	criteria	for	recognition	has	been	met.

Rent	Expense—Many	of	the	leases	underlying	the	Company's	tower	sites	have	fixed	rent	escalations,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	by	the	Company	over	time.	The	Company	calculates	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancellable	term	of	the	underlying ground	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	the	Company	such	that	renewal	appears	to	be	reasonably assured.	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	$33.7	million,	$31.0	million	and	$22.3	million,	for	the	years	ended	December	31,	2012, 2011	and	2010,	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	non-current	liabilities	and	records	prepaid	ground	rent	in	prepaid	and	other	current	assets	and	notes	receivable	and	other	non-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	any	of	the	Company's	individual	business	operations.	Development	expense	consists	of	costs	related	to	the Company's	acquisition	efforts,	costs	associated	with	new	business	initiatives	and	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	this	fair	value	is then	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	recognized	in either	selling,	general,	administrative	and	development	expense,	costs	of	operations	or	capitalized	as	part	of	the	Company's	cost	to	construct	tower	assets.

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

Other	Operating	Expenses—Other	operating	expenses	includes	the	costs	incurred	by	the	Company	in	conjunction	with	acquisitions	and	mergers	(including	changes	in estimated	fair	value	of	contingent	consideration),	impairments	on	long-lived	assets	and	gains	and	losses	recognized	upon	the	disposal	of	long-lived	assets	and	other discrete	items	of	a	non-recurring	nature.

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.	During	the	years	ended December	31,	2012,	2011	and	2010,	the	Company	recognized	acquisition	and	merger	related	expenses	of	$25.6	million,	$28.1	million	and	$17.0	million,	respectively.

The	Company	reviews	long-lived	assets,	including	intangible	assets	subject	to	amortization,	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.	Impairments	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	carrying	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	loss	based	on	the	projected	future	discounted	cash	flows	to	be	provided	from	the	asset	or	available market	information	relative	to	the	asset's	fair	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.

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,	2012,	2011	and 2010	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,	2012,	2011	and	2010	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	for	the	years	ended	December	31,	2012,	2011	and	2010	is	50%	up	to	a	maximum	6%	of	a	participant's	contributions.	For	the	years	ended	December	31, 2012,	2011	and	2010,	the	Company	contributed	approximately	$4.4	million,	$2.9	million	and	$1.9	million	to	the	plan,	respectively.

# 2.				PREPAID	AND	OTHER	CURRENT	ASSETS

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

|  | 2012 | 2011	(1) |
| :--- | :--- | :--- |
| Prepaid\tincome\ttax | $57,665 | $31,384 |
| Prepaid\toperating\tground\tleases | 56,916 | 49,585 |
| Value\tadded\ttax\tand\tother\tconsumption\ttax\treceivables | 22,443 | 81,276 |
| Prepaid\tassets | 19,037 | 28,031 |
| Other\tmiscellaneous\tcurrent\tassets | 66,790 | 59,997 |
| Balance\tas\tof\tDecember\t31, | $222,851 | $250,273 |

(1) December	31,	2011	balances	have	been	revised	to	reflect	purchase	accounting	measurement	period	adjustments.

# 3.				PROPERTY	AND	EQUIPMENT

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

|  | Lives	(1) | 2012 | 2011	(2) |
| :--- | :--- | :--- | :--- |
|  | (years) | (in\tthousands) |  |
| Towers | Up\tto\t20 | $6,929,888 | $6,036,484 |
| Equipment | 3\t-\t15 | 560,009 | 459,070 |
| Buildings\tand\timprovements | 3\t-\t31 | 424,213 | 369,561 |
| Land\tand\timprovements\t(3) | 3\t-\t20 | 1,005,857 | 868,664 |
| Construction-in-progress |  | 151,289 | 155,585 |
| Total |  | 9,071,256 | 7,889,364 |
| Less\taccumulated\tdepreciation\tand\tamortization |  | (3,281,261) | (2,907,642) |
| Property\tand\tequipment,\tnet |  | $5,789,995 | $4,981,722 |

(1) Assets	on	leased	land	are	depreciated	over	the	shorter	of	the	estimated	useful	life	of	the	asset	or	the	term	of	the	corresponding	ground	lease	taking	into consideration	lease	renewal	options	and	residual	value.

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

Depreciation	expense	for	the	years	ended	December	31,	2012,	2011	and	2010	was	$411.9	million,	$353.4	million	and	$286.0	million,	respectively.	Property	and equipment,	net	includes	approximately	$868.3	million	and	$790.5	million	of	capital	leases,	which	are	primarily	classified	as	either	towers	or	land	and	improvements	as of	December	31,	2012	and	2011,	respectively.

# 4.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

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

|  | Rental	and	Management<br>Domestic | International | Network<br>Development<br>Services | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1,\t2012\t(1) | $2,249,444 | $424,846 | $2,000 | $2,676,290 |
| Additions | 92,420 | 155,696 | — | 248,116 |
| Effect\tof\tforeign\tcurrency\ttranslation | — | (12,360) | — | (12,360) |
| Balance\tas\tof\tDecember\t31,\t2012 | $2,341,864 | $568,182 | $2,000 | $2,912,046 |

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

|  |  |  | As	of	December	31,	2012 |  |  | As	of	December	31,	2011	(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Estimated\tUseful\nLives | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue | Gross\nCarrying\nValue | Accumulated\nAmortization | Net\tBook\nValue |
|  | (years) |  |  | (in\tthousands) | (in\tthousands) |  |  |
| Acquired\tnetwork\tlocation\t(2) | Up\tto\t20 | $1,696,922 | $(721,135) | $975,787 | $1,537,748 | $(654,137) | $883,611 |
| Acquired\tcustomer-related\tintangibles | 15-20 | 3,048,696 | (979,264) | 2,069,432 | 2,387,179 | (843,432) | 1,543,747 |
| Acquired\tlicenses\tand\tother\tintangibles | 3-20 | 26,079 | (20,835) | 5,244 | 25,949 | (20,045) | 5,904 |
| Economic\tRights,\tTV\tAzteca | 70 | 28,954 | (13,902) | 15,052 | 26,902 | (12,643) | 14,259 |
| Total |  | 4,800,651 | (1,735,136) | 3,065,515 | 3,977,778 | (1,530,257) | 2,447,521 |
| Deferred\tfinancing\tcosts,\tnet\t(3) | N/A |  |  | 49,538 |  |  | 47,532 |

(2) Acquired	network	location	intangibles	are	amortized	over	the	shorter	of	the	term	of	the	corresponding	ground	lease	taking	into	consideration	lease	renewal	options and	residual	value	or	up	to	20	years,	as	the	Company	considers	these	intangibles	to	be	directly	related	to	the	tower	assets.

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

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-related	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	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	over	the	estimated	useful	lives.	As	of	December	31,	2012,	the	remaining	weighted	average amortization	period	of	the	Company's	intangible	assets,	excluding	the	TV	Azteca	Economic	Rights,	is	approximately	13	years.	Amortization	of	intangible	assets	for	the years	ended	December	31,	2012,	2011	and	2010	aggregated	approximately	$207.3	million,	$176.4	million	and	$156.1	million	(excluding	amortization	of	deferred financing	costs,	which	is	included	in	interest	expense),

respectively.	The	Company	expects	to	record	amortization	expense	(excluding	amortization	of	deferred	financing	costs)	as	follows	over	the	next	five	years	(in thousands):

# 5.				NOTES	RECEIVABLE	AND	OTHER	NON-CURRENT	ASSETS

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

|  | 2012 | 2011(1) |
| :--- | :--- | :--- |
| Notes\treceivable | $114,256 | $118,892 |
| Long-term\tprepaid\tassets | 176,094 | 167,975 |
| Other\tmiscellaneous\tassets | 162,438 | 208,748 |
| Balance\tas\tof\tDecember\t31, | $452,788 | $495,615 |

TV	Azteca	Note	Receivable—In	2000,	the	Company	loaned	TV	Azteca,	S.A.	de	C.V.	("TV	Azteca"),	the	owner	of	a	major	national	television	network	in	Mexico, $119.8	million.	The	loan	has	an	interest	rate	of	13.11%,	payable	quarterly	which	at	the	time	of	issuance	was	determined	to	be	below	market	and	therefore	a corresponding	discount	was	recorded.	As	of	December	31,	2012	and	2011,	approximately	$119.8	million	undiscounted	(approximately	$108.2	million	discounted)	under the	loan	was	outstanding	and	included	in	notes	receivable	and	other	non-current	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	original	discount	on

the	note,	which	aggregated	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.	The	renegotiated	agreement	includes,	among	other	changes, the	conversion	of	its	accounts	receivable,	net,	outstanding	at	that	time,	to	a	long-term	note	receivable	to	be	repaid	over	five	years.	In	December	2011,	the	Company	and Iusacell	agreed	to	amend	the	repayment	terms	such	that	all	amounts	outstanding	will	be	repaid	by	April	2014.	The	loan	has	an	interest	rate	of	12.0%,	but	may	be reduced,	subject	to	certain	capitalization	and	repayment	conditions.	As	of	December	31,	2012,	approximately	$3.1	million,	net,	under	the	loan	was	outstanding	and included	in	notes	receivable	and	other	non-current	assets	and	$12.5	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.

# 6.				ACQUISITIONS	AND	OTHER	TRANSACTIONS

All	of	the	acquisitions	described	below	are	being	accounted	for	as	business	combinations	and	are	consistent	with	the	Company's	strategy	to	expand	in	selected geographic	areas.

The	estimates	of	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	at	the	date	of	the	applicable	acquisition	are	subject	to	adjustment	during	the	measurement period	(up	to	one	year	from	the	particular	acquisition	date).	The	primary	areas	of	the	preliminary	purchase	price	allocations	that	are	not	yet	finalized	relate	to	the	fair value	of	certain	tangible	and	intangible	assets	acquired	and	liabilities	assumed,	including	contingent	consideration,	and	residual	goodwill	and	the	related	tax	impact.	The fair	values	of	these	net	assets	acquired	are	based	on	management's	estimates	and	assumptions,	as	well	as	other	information	compiled	by	management,	including valuations	that	utilize	customary	valuation	procedures	and	techniques.	During	the	measurement	period,	the	Company	will	adjust	assets	and/or	liabilities	if	new information	is	obtained	about	facts	and	circumstances	that	existed	as	of	the	acquisition	date	that,	if	known,	would	have	resulted	in	the	revised	estimated	values	of	those assets	and/or	liabilities	as	of	that	date.	The	effect	of	measurement	period	adjustments	to	the	estimated	fair	values	is	reflected	as	if	the	adjustments	had	been	completed	on the	acquisition	date.	The	impact	of	all	changes	that	do	not	qualify	as	measurement	period	adjustments	are	included	in	current	period	earnings.	If	the	actual	results	differ from	the	estimates	and	judgments	used	in	these	fair	values,	the	amounts	recorded	in	the	consolidated	financial	statements	could	be	subject	to	a	possible	impairment	of the	intangible	assets	and/or	goodwill,	or	require	acceleration	of	the	amortization	expense	of	intangible	assets	in	subsequent	periods.	During	the	year	ended	December	31, 2012,	the	Company	made	certain	purchase	accounting	measurement	period	adjustments	related	to	several	acquisitions	and	therefore	retrospectively	adjusted	the	fair value	of	the	assets	acquired	and	liabilities	assumed	in	the	consolidated	balance	sheet	as	of	December	31,	2011.

Impact	of	current	year	acquisitions—The	Company	typically	acquires	communications	sites	from	wireless	carriers	or	other	tower	operators	and	subsequently	integrates those	sites	into	its	existing	portfolio	of	communications	sites.	The	financial	results	of	the	Company's	acquisitions	have	been	included	in	the	Company's	consolidated statements	of	operations	for	the	year	ended	December	31,	2012	from	the	date	of	acquisition.	The	date	of	acquisition,	and	by	extension	the	point	at	which	the	Company begins	to	recognize	the	results	of	an	acquisition	may	be	dependent	upon,	among	other	things,	the	receipt	of	contractual	consents,	the	commencement	and	extent	of leasing	arrangements	and	the	timing	of	the	transfer	of	title	or	rights	to	the	assets,	which	may	be	accomplished	in	phases.	For	sites	acquired	from	communication	service providers,	these	sites	may	never	have

been	operated	as	a	business	and	were	utilized	solely	by	the	seller	as	a	component	of	their	network	infrastructure.	An	acquisition,	depending	on	its	size	and	nature,	may	or may	not	involve	the	transfer	of	business	operations	or	employees.

The	Company	reviewed	the	acquisitions	completed	during	the	year	ended	December	31,	2012	and	determined	that	no	single	acquisition	was	material	in	nature.	The Company	estimates	that	the	impact	of	the	acquisitions	in	the	aggregate	on	the	revenues	of	the	Company's	domestic	and	international	rental	and	management	segments for	the	year	ended	December	31,	2012	was	approximately	$3.8	million	and	$42.9	million,	respectively.	Additionally,	the	Company	estimates	that	the	impact	of	the acquisitions	in	the	aggregate	on	the	gross	margin	of	the	Company's	domestic	and	international	rental	and	management	segments	for	the	year	ended	December	31,	2012 was	approximately	$2.8	million	and	$20.4	million,	respectively.	The	estimated	revenue	and	gross	margin	amounts	also	reflect	incremental	revenues	from	the	addition	of new	tenants	to	the	acquired	sites	subsequent	to	the	date	of	acquisition.	Incremental	amounts	of	segment	selling,	general,	administrative	and	development	expense	have not	been	reflected	as	the	amounts	attributable	to	acquisitions	are	not	comparable	for	the	reasons	noted	above.

South	Africa	Acquisition—On	November	4,	2010,	the	Company	entered	into	a	definitive	agreement	with	Cell	C	(Pty)	Limited	("Cell	C")	to	purchase	up	to	approximately 1,400	existing	communications	sites,	and	up	to	1,800	additional	communications	sites	that	either	are	under	construction	or	may	be	constructed,	for	an	aggregate	purchase price	of	up	to	approximately	$430.0	million.	On	March	8,	2011,	July	25,	2011	and	December	14,	2011,	the	Company	completed	the	purchase	of	959,	329	and	76	existing communications	sites,	respectively,	through	its	local	South	African	subsidiary	for	an	aggregate	purchase	price	of	$214.5	million	(including	contingent	consideration	of $2.6	million	and	value	added	tax	of	$12.3	million),	using	cash	on	hand,	local	financing	and	funds	contributed	by	South	African	investors	who	currently	hold	an approximate	25%	non-controlling	interest	in	the	Company's	South	African	subsidiary.

Under	the	terms	of	the	purchase	agreement,	legal	title	to	certain	of	the	communications	sites	acquired	on	December	14,	2011	will	be	transferred	upon	fulfillment	of certain	conditions	by	Cell	C.	Prior	to	the	fulfillment	of	these	conditions,	the	Company	will	operate	and	maintain	control	of	these	communications	sites,	and	accordingly, reflect	these	sites	in	the	allocation	of	purchase	price	and	the	consolidated	operating	results.

The	agreement	with	Cell	C	requires	the	Company	to	make	a	one-time	payment	based	on	the	annualized	rent	for	each	collocation	installed	for	a	specific	wireless	carrier on	the	acquired	communications	sites	occurring	within	a	four-year	period	after	the	initial	closing	date.	Based	on	current	estimates,	the	Company	estimates	the	value	of the	remaining	potential	contingent	consideration	payments	required	to	be	made	under	the	agreement	to	be	between	zero	and	$2.0	million	and	is	estimated	to	be	$1.9 million	using	a	probability-weighted	average	of	the	expected	outcomes	at	December	31,	2012.	The	Company	has	previously	made	payments	under	this	arrangement	of $8.7	million.	During	the	year	ended	December	31,	2012,	the	Company	recorded	an	increase	in	fair	value	of	$3.9	million	as	other	operating	expenses	in	the	consolidated statements	of	operations.

The	allocation	of	the	purchase	price	was	finalized	during	the	year	ended	December	31,	2012.	The	following	table	summarizes	the	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):

|  | Final	Purchase<br>Price	Allocation	(1) | Preliminary	Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Current\tassets | $12,262 | $12,262 |
| Property\tand\tequipment | 81,052 | 82,225 |
| Intangible\tassets\t(3) | 118,502 | 118,781 |
| Current\tliabilities | (74) | (74) |
| Other\tnon-current\tliabilities | (31,418) | (32,908) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $180,324 | $180,286 |
| Goodwill\t(4) | 34,159 | 34,197 |

(1) Reflected	in	the	consolidated	balance	sheets	herein.

(2) Reflected	in	the	consolidated	balance	sheets	in	the	Form	10-K	for	the	year	ended	December	31,	2011.

(3) Consists	of	customer-related	intangibles	of	approximately	$105.0	million	and	network	location	intangibles	of	approximately	$13.5	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

(4) The	Company	expects	that	the	goodwill	recorded	will	not	be	deductible	for	tax	purposes.	The	goodwill	was	allocated	to	the	Company's	international	rental	and management	segment.

Pursuant	to	the	agreement	with	Cell	C	entered	into	on	November	4,	2010,	the	Company	completed	the	purchase	of	an	additional	197	and	39	communications	sites	on July	31,	2012	and	August	31,	2012,	respectively,	for	an	aggregate	purchase	price	of	$35.0	million	(including	value	added	tax	of	$4.3	million).	Under	the	terms	of	the agreement,	legal	title	to	certain	of	the	communications	sites	acquired	will	be	transferred	upon	fulfillment	of	certain	conditions	by	Cell	C.	Prior	to	the	fulfillment	of	these conditions,	the	Company	will	operate	and	maintain	control	of	these	communications	sites,	and	accordingly,	reflect	these	sites	in	the	allocation	of	purchase	price	and	the consolidated	operating	results.

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

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $4,295 |
| Non-current\tassets | 340 |
| Property\tand\tequipment | 16,375 |
| Intangible\tassets\t(1) | 10,709 |
| Other\tnon-current\tliabilities | (2,552) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $29,167 |
| Goodwill\t(2) | 5,809 |

(1) Consists	of	customer-related	intangibles	of	approximately	$8.5	million	and	network	location	intangibles	of	approximately	$2.2	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

Brazil	Acquisition—On	March	1,	2011,	the	Company	acquired	100%	of	the	outstanding	shares	of	a	company	that	owned	627	communications	sites	in	Brazil	for	$553.2 million,	which	was	subsequently	increased	to	$585.4	million	as	a	result	of	acquiring	39	additional	communications	sites	during	the	year	ended	December	31,	2011. During	the	year	ended	December	31,	2012,	the	purchase	price	was	reduced	to	$585.3	million	after	certain	post-closing	purchase	price	adjustments.

|  | Final	Purchase<br>Price	Allocation	(1) | Preliminary	Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Current\tassets\t(3) | $9,922 | $9,922 |
| Non-current\tassets | 71,529 | 98,047 |
| Property\tand\tequipment | 83,539 | 86,062 |
| Intangible\tassets\t(4) | 368,000 | 288,000 |
| Current\tliabilities | (5,536) | (5,536) |
| Other\tnon-current\tliabilities\t(5) | (38,519) | (38,519) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $488,935 | $437,976 |
| Goodwill\t(6) | 96,395 | 147,459 |

(3) Includes	approximately	$7.7	million	of	accounts	receivable,	which	approximates	the	value	due	to	the	Company	under	certain	contractual	arrangements.

(4) Consists	of	customer-related	intangibles	of	approximately	$250.0	million	and	network	location	intangibles	of	approximately	$118.0	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

(5) Other	long-term	liabilities	includes	contingent	amounts	of	approximately	$30.0	million	primarily	related	to	uncertain	tax	positions	related	to	the	acquisition	and non-current	assets	includes	$24.0	million	of	the	related	indemnification	asset.

(6) The	Company	expects	that	the	goodwill	recorded	will	be	deductible	for	tax	purposes.	The	goodwill	was	allocated	to	the	Company's	international	rental	and management	segment.

Brazil—Vivo	Acquisition—On	March	30,	2012,	the	Company	entered	into	a	definitive	agreement	to	purchase	up	to	1,500	towers	from	Vivo	S.A.	("Vivo").	Pursuant	to the	agreement,	on	March	30,	2012,	the	Company	purchased	800	communications	sites	for	an	aggregate	purchase	price	of	$151.7	million.	On	June	30,	2012,	the Company	purchased	the	remaining	700	communications	sites	for	an	aggregate	purchase	price	of	$126.3	million,	subject	to	post-closing	adjustments.	In	addition,	the Company	and	Vivo	amended	the	asset	purchase	agreement	to	allow	for	the	acquisition	of	up	to	an	additional	300	communications	sites	by	the	Company,	subject	to regulatory	approval.	On	August	31,	2012,	the	Company	purchased	an	additional	192	communications	sites	from	Vivo	for	an	aggregate	purchase	price	of	$32.7	million, subject	to	post-closing	adjustments.

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):

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Non-current\tassets | $24,460 |
| Property\tand\tequipment | 138,959 |
| Intangible\tassets\t(1) | 117,990 |
| Other\tnon-current\tliabilities | (18,195) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $263,214 |
| Goodwill\t(2) | 47,481 |

Ghana	Acquisition—On	December	6,	2010,	the	Company	entered	into	a	definitive	agreement	with	MTN	Group	Limited	("MTN	Group")	to	establish	a	joint	venture	in Ghana.	The	joint	venture	is	controlled	by	a	holding	company	of	which	a	wholly	owned	subsidiary	of	the	Company	(the	"ATC	Ghana	Subsidiary")	holds	a	51%	interest and	Mobile	Telephone	Networks	(Netherlands)	B.V.,	a	wholly	owned	subsidiary	of	MTN	Group	(the	"MTN	Ghana	Subsidiary")	holds	a	49%	interest.	The	joint	venture is	managed	and	controlled	by	the	Company	and	owns	a	tower	operations	company	in	Ghana.

Pursuant	to	the	agreement,	on	May	6,	2011,	August	11,	2011	and	December	23,	2011,	the	joint	venture	acquired	400,	770	and	686	communications	sites,	respectively, from	MTN	Group's	operating	subsidiary	in	Ghana	for	an	aggregate	purchase	price	of	$515.6	million	(including	contingent	consideration	of	$2.3	million	and	value	added tax	of	$65.6	million).	The	aggregate	purchase	price	was	subsequently	increased	to	$517.7	million	(including	contingent	consideration	of	$2.3	million	and	value	added	tax of	$65.6	million)	after	certain	post-closing	adjustments.

Under	the	terms	of	the	purchase	agreement,	legal	title	to	certain	of	the	communications	sites	acquired	on	December	23,	2011	will	be	transferred	upon	fulfillment	of certain	conditions	by	MTN	Group.	Prior	to	the	fulfillment	of	these	conditions,	the	Company	will	operate	and	maintain	control	of	these	communications	sites,	and accordingly,	reflect	these	sites	in	the	allocation	of	purchase	price	and	the	consolidated	operating	results.

In	December	2011,	the	Company	signed	an	amendment	to	its	agreement	with	MTN	Group,	which	requires	the	Company	to	make	additional	payments	upon	the conversion	of	certain	barter	agreements	with	other	wireless	carriers	to	cash-paying	master	lease	agreements.	The	Company	currently	estimates	the	fair	value	of remaining	potential	contingent	consideration	payments	required	to	be	made	under	the	amended	agreement	to	be	between	zero	and	$1.0	million	and	is	estimated	to	be $0.9	million	using	a	probability	weighted	average	of	the	expected	outcomes	at	December	31,	2012.	The	Company	has	previously	made	payments	under	this	arrangement of	$2.6	million.	During	the	year	ended	December	31,	2012,	the	Company	recorded	an	increase	in	fair	value	of	$0.4	million	as	other	operating	expenses	in	the consolidated	statements	of	operations.

|  | Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Current\tassets | $6,969 | $69,147 |
| Non-current\tassets | 69,145 | 5,405 |
| Property\tand\tequipment | 319,641 | 304,478 |
| Intangible\tassets\t(3) | 112,025 | 82,217 |
| Other\tnon-current\tliabilities | (11,477) | (13,356) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $496,303 | $447,891 |
| Goodwill\t(4) | 21,375 | 67,755 |

(3) Consists	of	customer-related	intangibles	of	approximately	$58.0	million	and	network	location	intangibles	of	approximately	$54.0	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

Mexico	Acquisition—On	November	3,	2011,	the	Company	entered	into	a	definitive	agreement	to	purchase	up	to	approximately	730	communications	sites	from Telefónica's	Mexican	subsidiary,	Pegaso	PCS,	S.A.	de	C.V.	("Telefónica	Mexico").	On	December	15,	2011,	the	Company	completed	the	purchase	of	584 communications	sites,	for	an	aggregate	purchase	price	of	$121.9	million	(including	value	added	tax	of	$16.7	million).	On	December	7,	2011,	the	Company	entered	into	a definitive	agreement	to	purchase	up	to	approximately	1,778	additional	communications	sites	from	Telefónica	Mexico.	On	December	28,	2011,	April	3,	2012,	June	29, 2012	and	July	10,	2012,	the	Company	completed	the	purchase	of	1,422,	55,	74	and	3	communications	sites,	respectively,	for	an	aggregate	purchase	price	of	$323.3 million	(including	value	added	tax	of	$44.7	million).

|  | Final<br>Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Current\tassets | $61,402 | $57,414 |
| Non-current\tassets | 16,350 | 26,845 |
| Property\tand\tequipment | 187,275 | 174,767 |
| Intangible\tassets\t(3) | 147,692 | 97,182 |
| Current\tliabilities | (148) | (148) |
| Other\tnon-current\tliabilities | (9,449) | (8,836) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $403,122 | $347,224 |
| Goodwill\t(4) | 42,044 | 69,030 |

(3) Consists	of	customer-related	intangibles	of	approximately	$75.0	million	and	network	location	intangibles	of	approximately	$72.7	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

On	September	12,	2012,	the	Company	entered	into	a	definitive	agreement	to	purchase	up	to	approximately	348	additional	communications	sites	from	Telefónica	Mexico. On	September	27,	2012	and	December	14,	2012,	the	Company	completed	the	purchase	of	279	and	2	communications	sites,	for	an	aggregate	purchase	price	of	$63.5 million	(including	value	added	tax	of	$8.8	million).

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $8,763 |
| Non-current\tassets | 2,332 |
| Property\tand\tequipment | 26,711 |
| Intangible\tassets\t(1) | 21,079 |
| Other\tnon-current\tliabilities | (1,349) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $57,536 |
| Goodwill\t(2) | 5,998 |

On	November	16,	2012,	the	Company	entered	into	an	agreement	to	purchase	up	to	198	additional	communications	sites	from	Telefónica	Mexico.	On	December	14, 2012,	the	Company	completed	the	purchase	of	188	communications	sites,	for	an	aggregate	purchase	price	of	$64.2	million	(including	value	added	tax	of	$8.9	million).

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $8,852 |
| Non-current\tassets | 1,524 |
| Property\tand\tequipment | 17,994 |
| Intangible\tassets\t(1) | 33,882 |
| Other\tnon-current\tliabilities | (1,992) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $60,260 |
| Goodwill\t(2) | 3,919 |

Colombia—Telefónica	Moviles	Acquisition—During	the	year	ended	December	31,	2011,	the	Company	acquired	125	communications	sites	from	Telefónica	Moviles Colombia	S.A.	("Telefónica	Colombia")	for	an	aggregate	purchase	price	of	$17.5	million.

|  | Final<br>Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Non-current\tassets | $110 | $217 |
| Property\tand\tequipment | 13,526 | 12,456 |
| Intangible\tassets\t(3) | 4,008 | 4,675 |
| Other\tnon-current\tliabilities | (341) | (341) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $17,303 | $17,007 |
| Goodwill\t(4) | 227 | 523 |

During	the	year	ended	December	31,	2012,	the	Company	acquired	an	additional	31	communications	sites	from	Telefónica	Colombia	for	an	aggregate	purchase	price	of $4.7	million.

|  | Final<br>Purchase<br>Price<br>Allocation |
| :--- | :--- |
| Non-current\tassets | $2 |
| Property\tand\tequipment | 3,590 |
| Intangible\tassets\t(1) | 1,062 |
| Other\tnon-current\tliabilities | (91) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $4,563 |
| Goodwill\t(2) | 89 |

Colombia—Colombia	Movil	Acquisition—On	July	17,	2011,	the	Company	entered	into	a	definitive	agreement	with	Colombia	Movil	S.A.	E.S.P.	("Colombia	Movil"), whereby	ATC	Sitios	Infraco,	S.A.S.,	a	Colombian	subsidiary	of	the	Company	("ATC	Infraco"),	would	purchase	up	to	2,126	communications	sites	from	Colombia	Movil for	an	aggregate	purchase	price	of	approximately	$182.0	million.

From	December	21,	2011	through	the	year	ended	December	31,	2012,	ATC	Infraco	completed	the	purchase	of	1,526	communications	sites	for	an	aggregate	purchase price	of	$136.2	million	(including	contingent	consideration	of	$17.3	million),	subject	to	post-closing	adjustments.	Through	a	subsidiary,	Millicom	International	Cellular S.A.	("Millicom")	exercised	its	option	to	acquire	an	indirect,	substantial	non-controlling	interest	in	ATC	Infraco.

Under	the	terms	of	the	agreement,	the	Company	is	required	to	make	additional	payments	upon	the	conversion	of	certain	barter	agreements	with	other	wireless	carriers	to cash	paying	lease	agreements.	Based	on	the	Company's	current	estimates,	the	value	of	potential	contingent	consideration	payments	required	to	be	made	under	the amended	agreement	is	expected	to	be	between	zero	and	$32.8	million	and	is	estimated	to	be	$17.3	million	using	a	probability	weighted	average	of	the	expected outcomes	at	December	31,	2012.	During	the	year	ended	December	31,	2012,	the	Company	recorded	a	reduction	in	fair	value	of	$1.2	million,	which	is	included	in	other operating	expenses	in	the	consolidated	statements	of	operations.

|  | Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Non-current\tassets | $— | $1,126 |
| Property\tand\tequipment | 128,989 | 95,052 |
| Intangible\tassets\t(3) | 26,791 | 26,132 |
| Current\tliabilities | (2,632) | (639) |
| Other\tnon-current\tliabilities | (17,489) | (3,416) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $135,659 | $118,255 |
| Goodwill\t(4) | 576 | 1,067 |

On	December	11,	2012,	the	Company	returned	15	communications	sites	to	Colombia	Movil	pursuant	to	the	terms	of	the	agreement.

On	February	1,	2013,	the	Company	purchased	an	additional	13	communications	sites	for	an	aggregate	purchase	price	of	$1.3	million	(including	contingent	consideration of	$0.2	million).

Chile—Telefónica	Moviles	Acquisition—On	December	30,	2011,	the	Company	purchased	100%	of	the	outstanding	shares	of	a	subsidiary	of	Telefónica	Moviles	Chile S.A.	that	owned	558	communications	sites,	for	an	aggregate	purchase	price	of	$94.9	million.	The	purchase	price	is	subject	to	additional	post-closing	adjustments, following	completion	of	the	Company's	post-closing	due	diligence	of	the	communications	sites	acquired.

The	allocation	of	the	purchase	price	was	finalized	during	the	year	ended	December	31,	2012.	The	following	table	summarizes	the	allocation	of	the	aggregate	purchase price	consideration	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	based	upon	their	estimated	fair	value	at	the	date	of	acquisition	(in	thousands):

|  | Final<br>Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Non-current\tassets | $1,892 | $2,772 |
| Property\tand\tequipment | 55,100 | 43,140 |
| Intangible\tassets\t(3) | 35,300 | 39,916 |
| Other\tnon-current\tliabilities | (4,505) | (4,505) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $87,787 | $81,323 |
| Goodwill\t(4) | 7,073 | 13,537 |

Uganda	Acquisition—On	December	8,	2011,	the	Company	entered	into	a	definitive	agreement	with	MTN	Group	to	establish	a	joint	venture	in	Uganda.	The	joint	venture is	controlled	by	a	holding	company	of	which	a	wholly	owned	subsidiary	of	the	Company	(the	"ATC	Uganda	Subsidiary")	holds	a	51%	interest	and	a	wholly	owned subsidiary	of	MTN	Group	(the	"MTN	Uganda	Subsidiary")	holds	a	49%	interest.	The	joint	venture	is	managed	and	controlled	by	the	Company	and	owns	a	tower operations	company	in	Uganda.

Pursuant	to	the	agreement,	the	joint	venture	agreed	to	purchase	a	total	of	up	to	1,000	existing	communications	sites	from	MTN	Group's	operating	subsidiary	in	Uganda, subject	to	customary	closing	conditions.	On	June	29,	2012,	the	joint	venture	acquired	962	communications	sites	for	an	aggregate	purchase	price	of	$171.5	million, subject	to	post-closing	adjustments.	The	aggregate	purchase	price	was	subsequently	increased	to	$173.2	million,	subject	to	future	post-closing	adjustments.

Under	the	terms	of	the	purchase	agreement,	legal	title	to	certain	of	these	communications	sites	will	be	transferred	upon	fulfillment	of	certain	conditions	by	MTN	Group. Prior	to	the	fulfillment	of	these	conditions,	the	Company	will	operate	and	maintain	control	of	these	communications	sites,	and	accordingly,	reflect	these	sites	in	the allocation	of	purchase	price	and	the	consolidated	operating	results.

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Non-current\tassets | $2,258 |
| Property\tand\tequipment | 102,366 |
| Intangible\tassets\t(1) | 63,500 |
| Other\tnon-current\tliabilities | (7,528) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $160,596 |
| Goodwill\t(2) | 12,564 |

(1) Consists	of	customer-related	intangibles	of	approximately	$36.5	million	and	network	location	intangibles	of	approximately	$27.0	million.	The	customer-related intangibles	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

(2) The	Company	expects	that	the	goodwill	recorded	will	be	not	be	deductible	for	tax	purposes.	The	goodwill	was	allocated	to	the	Company's	international	rental	and management	segment.

Germany	Acquisition—On	November	14,	2012,	the	Company	entered	into	a	definitive	agreement	to	purchase	communications	sites	from	E-Plus	Mobilfunk	GmbH	& Co.	KG.	On	December	4,	2012,	the	Company	completed	the	purchase	of	2,031	communications	sites,	for	an	aggregate	purchase	price	of	$525.7	million.

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $14,483 |
| Property\tand\tequipment | 233,073 |
| Intangible\tassets\t(1) | 238,965 |
| Current\tliabilities | (2,990) |
| Other\tnon-current\tliabilities | (23,243) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $460,288 |
| Goodwill\t(2) | 65,365 |

Skyway	Acquisition—On	December	20,	2012,	the	Company	acquired	an	entity	holding	a	portfolio	of	318	communications	sites	from	Skyway	Towers	Holdings,	LLC	for an	aggregate	purchase	price	of	$169.6	million,	including	cash	paid	of	approximately	$169.5	million	and	net	liabilities	assumed	of	approximately	$0.1	million.

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $740 |
| Property\tand\tequipment | 60,671 |
| Intangible\tassets\t(1) | 83,700 |
| Current\tliabilities | (454) |
| Other\tnon-current\tliabilities | (3,333) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $141,324 |
| Goodwill\t(2) | 28,224 |

(2) The	Company	expects	that	the	goodwill	recorded	will	be	deductible	for	tax	purposes.	The	goodwill	was	allocated	to	the	Company's	domestic	rental	and management	segment.

Diamond	Acquisition—On	December	28,	2012,	the	Company	acquired	Diamond	Communications	Trust	and	its	subsidiary	New	Towers	LLC,	which	hold	a	portfolio	of 316	communications	sites	and	24	property	interests	under	third-party	communications	sites,	for	an	aggregate	purchase	price	of	$322.5	million,	including	cash	paid	of $320.1	million	and	net	liabilities	assumed	of	$2.4	million.

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Current\tassets | $842 |
| Property\tand\tequipment\nIntangible\tassets\t(1)\nCurrent\tliabilities\nOther\tnon-current\tliabilities | 69,045\n199,700\n(3,216)\n(3,423) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $262,948 |
| Goodwill\t(2) | 57,178 |

Other	U.S.	Acquisitions—During	the	year	ended	December	31,	2012,	the	Company	acquired	a	total	of	128	additional	communications	sites	and	equipment	in	the	United States	for	an	aggregate	purchase	price	of	$146.2	million,	of	which	$144.8	million	was	paid	during	2012.	The	remaining	$1.4	million	is	reflected	in	accounts	payable	in the	consolidated	balance	sheet	as	of	December	31,	2012.

The	following	table	summarizes	the	preliminary	allocation	of	the	aggregate	purchase	consideration	paid	for	acquisitions	that	closed	during	the	year	ended	December	31, 2012	and	the	amounts	of	assets	acquired	and	liabilities	assumed	based	on	the	estimated	fair	value	at	the	date	of	acquisition	(in	thousands):

|  | Preliminary<br>Purchase<br>Price	Allocation |
| :--- | :--- |
| Non-current\tassets | $153 |
| Property\tand\tequipment | 61,995 |
| Intangible\tassets\t(1) | 78,199 |
| Other\tnon-current\tliabilities | (1,310) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $139,037 |
| Goodwill\t(2) | 7,124 |

During	the	year	ended	December	31,	2012,	the	Company	purchased	the	remaining	67.5%	interest	in	one	of	its	equity	method	investments	for	$0.8	million.	As	a	result	of the	acquisition,	the	Company	also	re-measured	its	original	investment	and	recorded	a	gain	of	$0.2	million,	which	is	included	in	other	operating	expenses	in	the consolidated	statements	of	operations.

The	following	table	summarizes	the	allocation	of	the	aggregate	purchase	consideration	paid	and	the	amounts	of	assets	acquired	and	liabilities	assumed	based	upon	the estimated	fair	value	at	the	acquisition	date	for	acquisitions	which	closed	during	the	year	ended	December	31,	2011	(in	thousands):

|  | Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Non-current\tassets | $289 | $— |
| Property\tand\tequipment | 21,088 | 23,270 |
| Intangible\tassets\t(3) | 61,107 | 61,626 |
| Other\tnon-current\tliabilities | (4,288) | (4,118) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $78,196 | $80,778 |
| Goodwill\t(4) | 4,604 | 2,022 |

(3) Consists	of	customer	relationships	of	approximately	$46.4	million	and	network	location	intangibles	of	approximately	$14.7	million	as	of	December	31,	2012.	The customer	relationships	and	network	location	intangibles	are	being	amortized	on	a	straight-line	basis	over	periods	of	up	to	20	years.

U.S.	Property	Interests—Unison	Acquisition—On	October	14,	2011,	the	Company	acquired	from	Unison	various	limited	liability	companies	holding	a	portfolio	of approximately	12	communications	sites	and	1,910	property	interests,	including	property	interests	that	the	Company	leases	to	communications	service	providers	and	other third-party	tower	operators	under	1,810	communications	sites	for	an	aggregate	cash	purchase	price	of	$312.0	million	and	assumed	$196.0	million	in	existing indebtedness	(the	fair	value	of	which	was	$209.3	million	at	the	acquisition	date).	The	acquisition	includes	property	interests	(easements,	prepaid	operating	ground	leases, term	easements	and	managed	sites)	under	the	Company's	existing	communications	sites,	as	well	as	property	interests	under	carrier	tenant	and	other	third-party communications	sites,	providing	recurring	cash	flow	and	complementary	leasing	arrangements.

The	deferred	rent	liability	associated	with	the	underlying	ground	leases	for	existing	communications	sites	of	the	Company	was	approximately	$2.6	million	on	the	date	of acquisition.	As	a	result	of	the	Company's	acquisition	of	these	property	interests	from	Unison,	the	preexisting	land	leases	were	considered	to	be	effectively	settled.	The terms	of	these	land	leases	were	determined	to	represent	fair	value	at	the	acquisition	date.	As	such,	the	Company	did	not	record	any	gain	or	loss	separately	from	the acquisition	and	the	$2.6	million	unamortized	deferred	rent	liability	was	included	as	part	of	the	acquisition-date	fair	value	of	consideration	transferred.

The	fair	value	of	the	consideration	transferred	consists	of	the	following	(in	thousands):

|  | Purchase<br>Price<br>Allocation	(1) | Preliminary<br>Purchase<br>Price	Allocation	(2) |
| :--- | :--- | :--- |
| Current\tassets\t(3)\t(4) | $10,770 | $16,203 |
| Non-current\tassets\t(4) | 96,130 | 154,817 |
| Property\tand\tequipment\t(5) | 398,542 | 340,602 |
| Intangible\tassets | 4,200 | 3,297 |
| Current\tliabilities | (6,351) | (7,703) |
| Long-term\tobligations | (209,321) | (209,321) |
| Other\tnon-current\tliabilities | (561) | (1,508) |
| Fair\tvalue\tof\tnet\tassets\tacquired | $293,409 | $296,387 |
| Goodwill\t(6) | 16,009 | 13,031 |

(3) Includes	approximately	$0.1	million	of	accounts	receivable	which	approximates	the	value	due	to	the	Company	under	certain	contractual	arrangements.

(4) Includes	prepaid	operating	leases,	term	easements	and	managed	sites.

(5) Includes	perpetual	easements.

(6) With	the	exception	of	goodwill	that	relates	to	interests	in	land	and	perpetual	easements,	the	Company	expects	that	the	goodwill	recorded	will	be	deductible	for	tax purposes.	The	goodwill	was	allocated	to	the	Company's	domestic	rental	and	management	segment.

U.S.	Property	Interests-Other—On	October	21,	2011,	the	Company	acquired	property	interests	under	approximately	240	communications	sites	in	the	United	States	for an	aggregate	purchase	price	of	$72.6	million.

The	property	interests	acquired	are	located	underneath	existing	communication	sites	owned	or	subleased	by	the	Company.	The	deferred	rent	liability	associated	with	the underlying	ground	leases	was	approximately	$4.3	million	on	the	date	of	acquisition.	As	a	result	of	the	Company's	acquisition	of	these	property	interests,	the	preexisting land	leases	were	considered	to	be	effectively	settled.	The	terms	of	these	land	leases	were	determined	to	represent	fair	value	at	the	acquisition	date.	As	such,	the	Company did	not	record	any	gain	or	loss	separately	from	the	acquisition	and	the	$4.3	million	unamortized	deferred	rent	liability	was	included	as	part	of	the	fair	value	of consideration	transferred.

The	property	interests	acquired	included	perpetual	easements,	prepaid	operating	ground	leases	and	term	easements	for	land	located	under	the	Company's	communication sites	and	sites	owned	by	communications	service	providers	and	third-party	tower	operators.

The	allocation	of	the	purchase	price	was	finalized	during	the	year	ended	December	31,	2012.	The	following	table	summarizes	the	allocation	of	the	aggregate	purchase price	consideration	paid	and	the	amounts	of	assets	acquired	based	upon	their	estimated	fair	value	at	the	date	of	acquisition	(in	thousands):

(3) Includes	prepaid	operating	ground	leases,	term	easements	and	managed	sites.

# 7.				ACCRUED	EXPENSES

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

# 8.				LONG-TERM	OBLIGATIONS

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

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates,\tSeries\t2007-1 | $1,750,000 | $1,750,000 |
| Revolving\tCredit\tFacility\t(1) | — | 1,000,000 |
| 2008\tTerm\tLoan\t(1) | — | 325,000 |
| 2011\tCredit\tFacility\t(2) | 265,000 | — |
| 2012\tCredit\tFacility(2) | 992,000 | — |
| 2012\tTerm\tLoan | 750,000 | — |
| Unison\tNotes,\tSeries\t2010-1\tand\tSeries\t2010-2 | 207,188 | 209,321 |
| Colombian\tShort-Term\tCredit\tFacility | — | 72,811 |
| Colombian\tLong-Term\tCredit\tFacility | 76,347 | — |
| Colombian\tBridge\tLoans | 53,169 | 26,780 |
| Colombian\tLoan | 19,176 | — |
| South\tAfrican\tFacility | 98,456 | 84,920 |
| Ghana\tLoan | 130,951 | 127,466 |
| Uganda\tLoan | 61,023 | — |
| 4.625%\tNotes | 599,638 | 599,489 |
| 7.00%\tNotes | 500,000 | 500,000 |
| 4.50%\tNotes | 999,414 | 999,313 |
| 7.25%\tNotes | 296,272 | 295,830 |
| 5.05%\tNotes | 699,333 | 699,258 |
| 5.90%\tNotes | 499,356 | 499,302 |
| 4.70%\tNotes | 698,760 | — |
| Capital\tlease\tobligations | 57,293 | 46,818 |
| Total | 8,753,376 | 7,236,308 |
| Less\tcurrent\tportion\tof\tlong-term\tobligations | (60,031) | (101,816) |
| Long-term\tobligations | $8,693,345 | $7,134,492 |

(1) On	January	31,	2012,	the	Company	repaid	amounts	outstanding	under	the	$1.25	billion	senior	unsecured	revolving	credit	facility	(the	"Revolving	Credit Facility")	and	$325.0	of	million	term	loan	commitments	(the	"2008	Term	Loan")	with	proceeds	from	an	unsecured	revolving	credit	facility	entered	into	on	April 8,	2011	(the	"2011	Credit	Facility")	and	an	unsecured	revolving	credit	facility	entered	into	on	January	31,	2012	(the	"2012	Credit	Facility").	Therefore,	the amounts	outstanding	at	December	31,	2011	have	been	classified	as	long-term	obligations	in	the	consolidated	balance	sheet.

(2) On	January	8,	2013,	the	Company	repaid	the	2011	Credit	Facility	and	$718.4	million	of	the	2012	Credit	Facility	with	proceeds	from	a	registered	public	offering of	$1.0	billion	aggregate	principal	amount	of	3.50%	senior	unsecured	notes	due	2023	(the	"3.50%	Notes").

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").	As	of	December	31, 2012,	5,278	Secured	Towers	are	owned	by	the	two	special	purpose	subsidiaries.

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	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	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	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	entered	into	in	connection with	the	Securitization.	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	for	each	month	are	restricted	for	the	succeeding	month	and	held	by	the	Trustee	and	then	released.	The	$61.9	million	held	in the	reserve	accounts	as	of	December	31,	2012	is	classified	as	restricted	cash	on	the	Company's	accompanying	consolidated	balance	sheet.

Revolving	Credit	Facility—On	January	31,	2012,	the	Company	repaid	and	terminated	the	Revolving	Credit	Facility	with	proceeds	from	borrowings	under	the	2011 Credit	Facility	and	the	2012	Credit	Facility.

The	Revolving	Credit	Facility	had	a	term	of	five	years	and	a	maturity	date	of	June	8,	2012.	Any	outstanding	principal	and	accrued	but	unpaid	interest	was	due	and payable	in	full	at	maturity.	The	Revolving	Credit	Facility	was	paid	prior	to	maturity	at	the	Company's	option	without	penalty	or	premium.

The	Company	had	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	ranged	between	0.40%	to	1.25%	above	LIBOR	for	LIBOR	based	borrowings	or	between	0.00%	to	0.25%	above	the defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	the	Company's	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	Revolving Credit	Facility	was	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	contained	certain	reporting,	information,	financial	ratios	and	operating	covenants	and	other	restrictions	applicable to	the	Company	and	its	subsidiaries,	other	than	those	subsidiaries	designated	thereunder	as	unrestricted	subsidiaries,	on	a	consolidated	basis.	These	included	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	have	prevented	the	Company	from	being	able	to	borrow	additional	funds,	but	would	have constituted	a	default,	which	could	have	resulted	in,	among	other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately due	and	payable.

2008	Term	Loan—On	January	31,	2012,	the	Company	repaid	the	2008	Term	Loan	with	proceeds	from	the	2011	Credit	Facility	and	the	2012	Credit	Facility.

The	2008	Term	Loan	was	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	2008	Term	Loan	was	American	Tower	Corporation,	and	the	maturity	date	for	the	2008	Term	Loan	was	June	8,	2012.	Any	outstanding	principal	and accrued	but	unpaid	interest	would	be	due	and	payable	in	full	at	maturity.	The	2008	Term	Loan	was	paid	prior	to	maturity	at	the	Company's	option	without	penalty	or premium.	The	Company	had	the	option	of	choosing	either	a	defined	base	rate	or	LIBOR	rate	as	the	applicable	base	rate	for	borrowings	under	the	Term	Loan.	The	interest rate	ranged	between	0.50%	to	1.50%	above	LIBOR	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.

2011	Credit	Facility—As	of	December	31,	2012,	the	Company	had	$265.0	million	outstanding	under	the	2011	Credit	Facility	and	had	approximately	$5.7	million	of undrawn	letters	of	credit.	On	January	8,	2013,	the	Company	repaid	the	amount	outstanding	with	net	proceeds	received	from	the	offering	of	the	3.50%	Notes.	The Company	continues	to	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2011	Credit	Facility	in	the	ordinary	course.

The	2011	Credit	Facility	has	a	term	of	five	years	and	matures	on	April	8,	2016.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full at	maturity.	The	2011	Credit	Facility	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	LIBOR	as	the	applicable	base	rate	for	borrowings	under	the	2011	Credit	Facility.	The	interest	rate ranges	between	1.350%	to	2.600%	above	LIBOR	rate	for	LIBOR	based	borrowings	or	between	0.350%	to	1.600%	above	the	defined	base	rate	for	base	rate	borrowings, in	each	case	based	upon	the	Company's	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	2011	Credit	Facility	is	required,	ranging	from	0.250% to	0.550%	per	annum,	based	upon	the	Company's	debt	ratings.	The	current	margin	over	LIBOR	that	the	Company	would	incur	on	borrowings	is	1.850%	and	the	current commitment	fee	on	the	undrawn	portion	of	the	2011	Credit	Facility	is	0.350%.

The	loan	agreement	contains	certain	reporting,	information,	financial	ratios	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt, guaranties,	sales	of	assets	and	liens)	with	which	the	Company	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement 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.

2012	Credit	Facility—On	January	31,	2012,	the	Company	entered	into	the	2012	Credit	Facility.	The	2012	Credit	Facility	has	a	term	of	five	years	and	matures	on January	31,	2017.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	2012	Credit	Facility	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	LIBOR	as	the	applicable	base	rate	for	borrowings	under	the	2012	Credit	Facility.	The	interest	rate ranges	between	1.075%	to	2.400%	above	LIBOR	for	LIBOR	based	borrowings	or	between	0.075%	to	1.400%	above	the	defined	base	rate	for	base	rate	borrowings,	in each	case	based	upon	the	Company's	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of	the	2012	Credit	Facility	is	required,	ranging	from	0.125%	to 0.450%	per	annum,	based	upon	the	Company's	debt	ratings.	The	current	margin	over	LIBOR	that	the	Company	would	incur	on	borrowings	is	1.625%,	and	the	current commitment	fee	on	the	undrawn	portion	of	the	2012	Credit	Facility	is	0.225%.

The	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt,	guaranties, sales	of	assets	and	liens)	with	which	the	Company	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	would	not	only prevent	the	Company	from	being	able	to	borrow	additional	funds,	but	would	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding, including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

As	of	December	31,	2012,	the	Company	had	$992.0	million	outstanding	under	the	2012	Credit	Facility	and	had	approximately	$2.7	million	of	undrawn	letters	of	credit. On	January	8,	2013,	the	Company	repaid	$719.0	million	of	the	amount	outstanding	with	net	proceeds	received	from	the	offering	of	the	3.50%	Notes	and	cash	on	hand. The	Company	continues	to	maintain	the	ability	to	draw	down	and	repay	amounts	under	the	2012	Credit	Facility	in	the	ordinary	course.

2012	Term	Loan—On	June	29,	2012,	the	Company	entered	into	a	$750.0	million	unsecured	term	loan	("2012	Term	Loan").	The	Company	received	net	proceeds	of approximately	$746.4	million,	of	which	$632.0	million	were	used	to	repay	certain	existing	indebtedness	under	the	2012	Credit	Facility.

The	2012	Term	Loan	has	a	term	of	five	years	and	matures	on	June	29,	2017.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at maturity.	The	2012	Term	Loan	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	LIBOR	as	the	applicable	base	rate.	The	interest	rate	ranges	between	1.25%	to	2.50%	above	LIBOR for	LIBOR	based	borrowings	or	between	0.25%	to	1.50%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	upon	the	Company's	debt	ratings.	As of	December	31,	2012,	the	interest	rate	under	the	2012	Term	Loan	is	LIBOR	plus	1.75%.

The	loan	agreement	contains	certain	reporting,	information,	financial	and	operating	covenants	and	other	restrictions	(including	limitations	on	additional	debt,	guaranties, sales	of	assets	and	liens)	with	which	the	Company	must	comply.	Any	failure	to	comply	with	the	financial	and	operating	covenants	of	the	loan	agreement	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.

Unison	Notes—In	connection	with	the	Company's	acquisition	of	a	portfolio	of	property	interests	that	it	leases	to	communications	service	providers	and	other	third-party tower	operators	under	approximately	1,810	communications	sites	in	the	United	States	from	Unison	on	October	14,	2011,	the	Company	assumed	$196.0	million	of existing	indebtedness	with	a	fair	value	of	$209.3	million	under	three	separate	classes	of	Secured	Cellular	Site	Revenue	Notes	(the	"Unison	Notes")	issued	by	Unison Ground	Lease	Funding,	LLC	(the	"Unison	Issuer")	in	a	securitization	transaction	(the	"Unison	Securitization").	The	three	classes	of	Unison	Notes	bear	interest	at	rates of	5.349%,	6.392%	and	9.522%,	respectively,	with	anticipated	repayment	dates	of	April	15,	2017,	April	15,	2020	and	April	15,	2020,	respectively,	and	a	final	maturity date	of	April	15,	2040.

The	Unison	Notes	are	secured	by,	among	other	things,	liens	on	approximately	1,470	real	property	interests	owned	by	two	special	purpose	subsidiaries	of	the	Unison Issuer	(together	with	the	Unison	Issuer,	the	"Unison	Obligors")	and	other	related	assets.	The	indenture	for	the	Unison	Notes	(the	"Unison	Indenture")	includes	certain financial	ratios	and	operating	covenants	and	other	restrictions	customary	for	notes	subject	to	rated	securitizations.	Among	other	things,	the	Unison	Obligors	are	restricted from	incurring	other	indebtedness	or	further	encumbering	their	assets.

Under	the	terms	of	the	Unison	Indenture,	the	Unison	Notes	will	be	paid	solely	from	the	cash	flows	generated	by	the	communications	sites	subject	to	the	Unison Securitization.	The	Unison	Issuer	is	required	to	make	monthly	payments	of	interest	to	holders	of	the	Unison	Notes.	On	a	monthly	basis,	cash	flows	in	excess	of	amounts needed	to	make	debt	service	payments	and	other	payments	required	under	the	Unison	Indenture	are	to	be	distributed	to	the	Unison	Issuer,	which	may	then	be	distributed to,	and	used	by,	the	Company.	The	Unison	Issuer	may	prepay	the	Unison	Notes	in	whole	or	in	part	at	any	time	subsequent	to	May	6,	2012,	provided	such	payment	is accompanied	by	applicable	prepayment	consideration.	If	the	prepayment	occurs	within	six	months	of	the	anticipated	repayment	date,	no	prepayment	consideration	is due.

A	failure	to	comply	with	the	covenants	in	the	Unison	Indenture	could	prevent	the	Unison	Obligors	from	taking	certain	actions	with	respect	to	the	property	interests subject	to	the	Unison	Securitization	and	a	failure	to	meet	certain	financial	ratio	tests	could	prevent	excess	cash	flow	from	being	distributed	to	the	Unison	Issuer.	In addition,	if	the	Unison	Issuer	were	to	default	on	the	Unison	Notes,	the	trustee	could	seek	to	foreclose	upon	the	property	interests	subject	to	the	Unison	Securitization,	in which	case	the	Company	could	lose	ownership	of	the	property	interests	and	the	revenue	associated	with	those	property	interests.

As	of	December	31,	2012,	the	Company	had	$207.2	million	outstanding	under	the	Unison	Notes,	including	$11.2	million	of	unamortized	premium	recorded	as	a	result of	fair	value	adjustments	recognized	upon	acquisition	of	property	interests	from	Unison.

Colombian	Short-Term	Credit	Facility—The	141.1	billion	Colombian	Peso	("COP")	denominated	short-term	credit	facility	(the	"Colombian	Short-Term	Credit Facility")	was	executed	by	one	of	the	Company's	Colombian	subsidiaries	("ATC	Sitios"),	on	July	25,	2011,	to	refinance	the	credit	facility	entered	into	in	connection	with the	purchase	of	the	exclusive	use	rights	for	towers	from	Telefónica	S.A.'s	Colombian	subsidiary,	Colombia	Telecomunicaciones	S.A.	E.S.P.	On	November	30,	2012,	the Colombian	Short-Term	Credit	Facility	was	repaid	in	full	with	proceeds	from	the	Colombian	Long-Term	Credit	Facility,	described	below.

Colombian	Bridge	Loans—In	connection	with	the	acquisition	of	communications	sites	from	Colombia	Movil,	another	of	the	Company's	Colombian	subsidiaries	entered into	five	COP	denominated	bridge	loans.	As	of	December	31,	2012,	the	aggregate	principal	amount	outstanding	under	these	bridge	loans	was	94.0	billion	COP (approximately	$53.2	million).	As	of	December	31,	2012,	the	bridge	loans	had	an	interest	rate	of	7.99%	and	mature	on	June	22,	2013.

Colombian	Loan—In	connection	with	the	establishment	of	the	Company's	joint	venture	with	Millicom	and	the	acquisition	of	certain	communications	sites	in	Colombia, ATC	Colombia	B.V.,	a	60%	owned	subsidiary	of	the	Company,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	(the	"Colombian	Loan"),	as	the borrower,	with	the	Company's	wholly	owned	subsidiary	(the	"ATC	Colombian	Subsidiary"),	and	a	wholly	owned	subsidiary	of	Millicom	(the	"Millicom	Subsidiary"), as	the	lenders.	The	Colombian	Loan	accrues	interest	at	8.30%	and	matures	on	February	22,	2022.	The	portion	of	the	Colombian	Loan	made	by	the	ATC	Colombian Subsidiary	is	eliminated	in	consolidation,	and	the	portion	of	the	Colombian	Loan	made	by	the	Millicom	Subsidiary	is	reported	as	outstanding	debt	of	the	Company.	As of	December	31,	2012,	an	aggregate	of	$19.2	million	was	payable	to	the	Millicom	Subsidiary.

South	African	Facility—The	Company's	1.2	billion	South	African	Rand	("ZAR")	denominated	credit	facility	("South	African	Facility")	was	executed	in	November 2011	to	refinance	the	bridge	loan	entered	into	in	connection	with	the	acquisition	of	communications	sites	from	Cell	C	by	the	Company's	local	South	African	subsidiaries ("SA	Borrower").	On	August	8,	2012	and	September	14,	2012,	the	Company	borrowed	an	additional	123.0	million	ZAR	(approximately	$15.1	million)	and	24.2	million ZAR	(approximately	$2.9	million),	respectively	to	increase	total	borrowings	under	the	South	African	Facility	to	834.3	million	ZAR	(approximately	$98.5	million)	as	of December	31,	2012.

The	South	African	Facility	generally	matures	on	March	31,	2020,	subject	to	earlier	maturity	resulting	from	repayment	increases	tied	either	to	SA	Borrower's	excess	cash flows	or	permitted	distributions	to	SA	Borrower's	parent.	Principal	and	interest	are	payable	quarterly	in	arrears	with	principal	due	in	accordance	with	the	repayment schedule	included	in	the	loan	agreement.	Outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at	maturity.	The	South	African	Facility generally	may	not	be	prepaid	in	whole	or	in	part	during	the	first	twenty-four	months	from	financial	close	absent	prepayment	consideration,	but	may	thereafter	be	prepaid absent	such	consideration.	Borrowings	may	only	be	used	to	repay	the	Bridge	Loan	or	fund	the	purchase	price	for	additional	communications	sites	from	Cell	C.

The	South	African	Facility	is	secured	by,	among	other	things,	liens	on	towers	owned	by	one	of	the	Company's	South	African	subsidiaries.	The	loan	agreement	contains certain	reporting,	information,	financial	ratios	and	operating	covenants.	Failure	to	comply	with	certain	of	the	financial	and	operating	covenants	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.	The	loan	agreement	requires	that	SA	Borrower	manage	exposure	to	variability	in	interest	rates	on	at	least	fifty percent	of	the	amounts	outstanding	under	the	South	African	Facility.	Accordingly,	during	the	year	ended	December	31,	2012,	SA	Borrower	entered	into	nine	interest	rate swap	agreements	with	an	aggregate	notional	value	of	423.6	million	ZAR	(approximately	$50.0	million)	with	certain	of	the	lenders	under	the	South	African	Facility	to manage	its	exposure	to	variability	in	interest	rates.	After	giving	effect	to	the	interest	rate	swap	agreements,	the	facility	accrues	interest	at	a	weighted	average	rate	of 9.84%.

Under	the	terms	of	the	South	African	Facility,	interest	is	payable	quarterly	at	a	rate	generally	equal	to	3.75%	per	annum,	plus	the	three	month	Johannesburg	Interbank Agreed	Rate	("JIBAR")	and	a	quarterly	commitment	fee	of	0.75%	per	annum	applies	to	additional	available	borrowings.	The	interest	rate	in	effect	at	December	31,	2012 was	8.88%.

Ghana	Loan—In	connection	with	the	establishment	of	the	Company's	joint	venture	with	MTN	Group	and	acquisitions	of	communications	sites	in	Ghana,	Ghana	Tower Interco	B.V.,	a	51%	owned	subsidiary	of	the	Company,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	("Ghana	Loan"),	as	the	borrower,	with	the ATC	Ghana	Subsidiary	and	the	MTN	Ghana	Subsidiary,	as	the	lenders.	Pursuant	to	the	terms	of	the	Ghana	Loan,	loans	were	made	to	the	joint	venture	in	connection	with the	acquisition	of	communications	sites	from	MTN	Ghana.	The	Ghana	Loan	accrues	interest	at	9.0%	and	matures	on	May	4,	2016.	The	portion	of	the	loans	made	by	the ATC	Ghana	Subsidiary	is	eliminated	in	consolidation	and	the	portion	of	the	loans	made	by	the	MTN	Ghana	Subsidiary	is	reported	as	outstanding	debt	of	the	Company. As	of	December	31,	2012,	an	aggregate	of	$131.0	million	was	payable	to	the	MTN	Ghana	Subsidiary.

Uganda	Loan—In	connection	with	the	establishment	of	the	Company's	joint	venture	with	MTN	Group	and	acquisitions	of	communications	sites	in	Uganda,	Uganda Tower	Interco	B.V.,	a	51%	owned	subsidiary	of	the	Company,	entered	into	a	U.S.	Dollar-denominated	shareholder	loan	agreement	(the	"Uganda	Loan"),	as	the borrower,	with	the	ATC	Uganda	Subsidiary	and	the	MTN	Uganda	Subsidiary,	as	the	lenders.	The	Uganda	Loan	matures	on	June	29,	2019	and	accrues	interest	at	5.30% above	LIBOR,	reset	annually,	which	as	of	December	31,	2012	was	6.368%.	The	portion	of	the	Uganda	Loan	made	by	the	ATC	Uganda	Subsidiary	is	eliminated	in consolidation,	and	the	portion	of	the	Uganda	Loan	made	by	the	MTN	Uganda	Subsidiary	is	reported	as	outstanding	debt	of	the	Company.	As	of	December	31,	2012,	an aggregate	of	$61.0	million	was	payable	to	the	MTN	Uganda	Subsidiary.

Outstanding	Notes—The	following	is	a	description	of	the	Company's	outstanding	senior	notes	as	of	December	31,	2012	and	2011.

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	its	(together	with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject	to a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the aggregate	amount	of	such	liens	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")	were	issued	during	the	year	ended	December	31,	2007	and	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	its	(together	with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject to	a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	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.

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

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	its	(together	with	its	subsidiaries)	ability	to	incur	liens.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	the Company	and	its	subsidiaries	may	incur	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.

5.05%	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	(together	with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject to	a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	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.

5.90%	Senior	Notes—The	5.90%	senior	notes	due	2021	("5.90%	Notes")	were	issued	during	the	year	ended	December	31,	2011	and	mature	on	November	1,	2021,	and interest	is	payable	semi-annually	in	arrears	on	May	1	and	November	1	of	each	year.	The	Company	may	redeem	the	5.90%	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	(together	with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject to	a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	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	5.90%	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	5.90%	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.

4.70%	Senior	Notes—The	4.70%	senior	notes	due	2022	("4.70%	Notes")	were	issued	during	the	year	ended	December	31,	2012	and	mature	on	March	15,	2022,	and interest	is	payable	semi-annually	in	arrears	on	March	15	and	September	15	of	each	year.	The	Company	may	redeem	the	4.70%	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	(together	with	its	subsidiaries')	ability	to	incur	liens.	These	covenants	are	subject to	a	number	of	exceptions,	including	that	the	Company	and	its	subsidiaries	may	incur	certain	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the aggregate	amount	of	such	liens	does	not	exceed	3.5x	Adjusted	EBITDA,	as	defined	in	the	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	4.70%	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	4.70%	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,	2012,	the	Company	had	$698.8	million,	net	($700.0	million	aggregate	principal	amount)	outstanding	under	the	4.70%	Notes.	As	of	December	31, 2012,	the	carrying	value	includes	a	discount	of	$1.2	million.

Capital	Lease	Obligations—The	Company's	capital	lease	obligations	approximated	$57.3	million	and	$46.8	million	as	of	December	31,	2012	and	2011,	respectively. These	obligations	are	secured	by	the	related	assets	and	bear	interest	at	rates	ranging	from	2.74%	to	9.00%	and	mature	in	periods	ranging	from	less	than	one	year	to approximately	seventy	years.

Maturities—As	of	December	31,	2012,	aggregate	principal	maturities	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	estimated	to be	(in	thousands):

Year	Ending	December	31,

# 9.				OTHER	NON-CURRENT	LIABILITIES

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

|  | 2012 | 2011	(1) |
| :--- | :--- | :--- |
| Deferred\trent\tliability | $254,494 | $226,383 |
| Unearned\trevenue | 164,032 | 125,472 |
| Other\tmiscellaneous\tliabilities | 225,175 | 220,229 |
| Balance\tas\tof\tDecember\t31, | $643,701 | $572,084 |

# 10.				ASSET	RETIREMENT	OBLIGATIONS

The	changes	in	the	carrying	value	of	the	Company's	asset	retirement	obligations	for	the	years	ended	December	31,	2012	and	2011	are	as	follows	(in	thousands):

|  | 2012 | 2011	(1) |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $344,180 | $341,838 |
| Additions | 59,847 | 47,426 |
| Revisions\tin\testimated\ttiming\tand\tcash\tflows,\tnet\tof\tsettlements | 6,641 | (70,755) |
| Accretion\texpense | 25,056 | 25,671 |
| Balance\tas\tof\tDecember\t31, | $435,724 | $344,180 |

As	of	December	31,	2012,	the	estimated	undiscounted	future	cash	outlay	for	asset	retirement	obligations	was	approximately	$1.5	billion.

# 11.				DERIVATIVE	FINANCIAL	INSTRUMENTS

The	Company	is	exposed	to	certain	risks	related	to	its	ongoing	business	operations.	The	primary	risk	managed	through	the	use	of	derivative	instruments	is	interest	rate risk.	From	time	to	time,	the	Company	enters	into	interest	rate	protection	agreements	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest payments.	Under	these	agreements,	the	Company	is	exposed	to	credit	risk	to	the	extent	that	a	counterparty	fails	to	meet	the	terms	of	a	contract.	The	Company's	credit risk	exposure	is	limited	to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to	perform.

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 income	(loss)	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	immediately	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	in	which	the	change	occurs.

The	Company	has	entered	into	the	following	interest	rate	swap	agreements	to	manage	its	exposure	to	variability	in	interest	rates	on	debt	in	South	Africa	that	accrues interest	based	on	JIBAR:	(i)	on	January	16,	2012,	the

Company	entered	into	three	interest	rate	swap	agreements	with	an	aggregate	notional	value	of	350.0	million	ZAR	(ii)	on	August	29,	2012,	the	Company	entered	into three	additional	interest	rate	swap	agreements	with	an	aggregate	notional	value	of	61.5	million	ZAR	and	(iii)	on	September	28,	2012,	the	Company	entered	into	three additional	interest	rate	swap	agreements	with	an	aggregate	notional	value	of	12.1	million	ZAR.	The	Company's	South	African	interest	rate	swap	agreements	have	been designated	as	cash	flow	hedges,	have	fixed	interest	rates	ranging	from	6.09%	to	7.25%	and	expire	on	March	31,	2020.

In	addition,	on	December	5,	2012,	the	Company	entered	into	an	interest	rate	swap	agreement	with	a	notional	value	of	101.3	billion	COP	to	manage	its	exposure	to variability	in	interest	rates	on	debt	in	Colombia	that	accrues	interest	based	on	IBR.	The	Company's	Colombian	interest	rate	swap	agreement	has	been	designated	as	a cash	flow	hedge,	has	a	fixed	interest	rate	of	5.78%,	and	expires	on	November	30,	2020.

No	interest	rate	swap	agreements	were	outstanding	at	December	31,	2011.	As	of	December	31,	2012,	the	carrying	amounts	of	the	Company's	derivative	financial instruments,	along	with	the	estimated	fair	values	of	the	related	liabilities	were	as	follows	(in	thousands):

(1) The	interest	rate	swap	agreements	are	denominated	in	ZAR	and	COP	and	have	an	aggregate	notional	amount	and	fair	value	of	$107.3	million	and	$5.4	million, respectively,	as	of	December	31,	2012.

During	the	years	ended	December	31,	2012,	2011	and	2010,	the	interest	rate	swap	agreements	held	by	the	Company	had	the	following	impact	on	other	comprehensive income	("OCI")	included	in	the	consolidated	balance	sheets	and	in	the	consolidated	statements	of	operations	(in	thousands):

As	of	December	31,	2012,	2011	and	2010,	accumulated	other	comprehensive	(loss)	income	included	the	following	items	related	to	derivative	financial	instruments	(in thousands):

As	of	December	31,	2012,	$1.8	million	of	the	amount	related	to	derivatives	designated	as	cash	flow	hedges	and	recorded	in	accumulated	other	comprehensive	(loss) income	is	expected	to	be	reclassified	into	earnings	in	the	next	twelve	months.

During	the	years	ended	December	31,	2012,	2011	and	2010,	the	Company	recorded	aggregate	net	unrealized	(losses)	gains	of	approximately	$(4.8)	million,	$1.9 million,	and	$9.5	million,	respectively	(net	of	tax	benefits	(provisions)	of	approximately	$0.7	million,	$(1.3)	million,	and	$(6.0)	million,	respectively)	in	accumulated other	comprehensive	(loss)	income	for	the	change	in	fair	value	of	interest	rate	swaps	designated	as	cash	flow	hedges.

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.	For	the	year	ended	December	31,	2012,	the	Company	reclassified	$0.6	million	into results	of	operations.	The	Company	reclassified	an	aggregate	of	$0.1	million	(net	of	income	tax	provisions	of	$0.1	million)	into	results	of	operations	during	the	years ended	December	31,	2011	and	2010.

As	a	result	of	the	REIT	Conversion	described	in	note	1,	effective	December	31,	2011,	the	Company	reversed	the	deferred	tax	assets	and	liabilities	related	to	the	entities operating	its	REIT	activities.	Accordingly,	approximately	$1.8	million	of	deferred	tax	assets	associated	with	the	deferred	loss	on	the	settlement	of	the	treasury	rate	lock and	the	deferred	gain	on	the	settlement	of	the	interest	rate	swap	agreement	entered	into	in	connection	with	the	Securitization	were	reclassified	to	other	comprehensive income.

# 12.				FAIR	VALUE	MEASUREMENTS

The	Company	determines	the	fair	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.	Below	are	the	three	levels	of	inputs	that	may	be	used	to	measure	fair	value:

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

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

(2) Consists	of	interest	rate	swap	agreements	based	on	JIBAR	and	IBR	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.

(3) Consists	of	highly	liquid	investments	with	original	maturities	in	excess	of	three	months	and	available-for-sale	securities	traded	in	active	markets.

Cash	and	cash	equivalents	include	short-term	investments,	including	money	market	funds,	with	original	maturities	of	three	months	or	less	whose	fair	value	approximated cost	at	December	31,	2012	and	2011.

The	fair	value	of	the	Company's	interest	rate	swap	agreements	recorded	as	liabilities	is	included	in	other	non-current	liabilities	in	the	accompanying	consolidated balance	sheets.	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.

The	Company	may	be	required	to	pay	additional	consideration	under	certain	agreements	for	the	acquisitions	of	communications	sites	in	Brazil,	Colombia,	Ghana,	South Africa	and	the	United	States	if	specific	conditions	are	met	or	events	occur,	such	as	the	(i)	collocation	of	certain	wireless	carriers	subsequent	to	acquiring	the communications	sites,	(ii)	conversion	of	certain	barter	agreements	with	other	wireless	carriers	to	cash-paying	master	lease	agreements	or	(iii)	achievement	of	certain earnings	targets.

Acquisition-related	contingent	consideration	is	initially	measured	and	recorded	at	fair	value	as	an	element	of	consideration	paid	in	connection	with	an	acquisition	with subsequent	adjustments	recognized	in	other	operating	expenses	in	the	consolidated	statements	of	operations.	The	Company	determines	the	fair	value	of	acquisition-

related	contingent	consideration,	and	any	subsequent	changes	in	fair	value	using	a	discounted	probability-weighted	approach.	This	approach	takes	into	consideration Level	3	unobservable	inputs	including	probability	assessments	of	expected	future	cash	flows	over	the	period	in	which	the	obligation	is	expected	to	be	settled	and	applies a	discount	factor	that	captures	the	uncertainties	associated	with	the	obligation.	Changes	in	these	unobservable	inputs	could	significantly	impact	the	fair	value	of	the liabilities	recorded	in	the	accompanying	consolidated	balance	sheets	and	operating	expenses	in	the	consolidated	statements	of	operations.

As	of	December	31,	2012,	the	Company	estimates	the	value	of	all	potential	acquisition-related	contingent	consideration	required	payments	to	be	between	zero	and	$43.6 million.	During	the	years	ended	December	31,	2012	and	2011,	the	fair	value	of	the	contingent	consideration	changed	as	follows	(in	thousands):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Balance\tas\tof\tJanuary\t1 | $25,617 | $5,809 |
| Additions | 6,653 | \t 19,853 |
| Payments | (15,716) | (5,742) |
| Change\tin\tfair\tvalue | 6,329 | 5,634 |
| Foreign\tcurrency\ttranslation\tadjustment | 828 | 63 |
| Balance\tas\tof\tDecember\t31 | $23,711 | $25,617 |

Items	Measured	at	Fair	Value	on	a	Nonrecurring	Basis—During	the	year	ended	December	31,	2012,	certain	long-lived	assets	held	and	used	with	a	carrying	value	of $5,379.2	million	were	written	down	to	their	net	realizable	value	of	$5,357.7	million	as	a	result	of	an	asset	impairment	charge	of	$21.5	million,	which	was	recorded	in other	operating	expenses	in	the	accompanying	consolidated	statements	of	operations.	During	the	year	ended	December	31,	2011,	long-lived	assets	held	and	used	with	a carrying	value	of	$4,280.8	million	were	written	down	to	their	net	realizable	value	of	$4,271.8	million,	resulting	in	an	asset	impairment	charge	of	$9.0	million.	These adjustments	were	determined	by	comparing	the	estimated	proceeds	from	sale	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.	There	were	no	other	items	measured	at	fair	value	on	a	nonrecurring	basis	during	the	year	ended December	31,	2012.

Fair	Value	of	Financial	Instruments—The	carrying	value	of	the	Company's	financial	instruments,	with	the	exception	of	long-term	obligations,	including	the	current portion,	reasonably	approximate	the	related	fair	value	as	of	December	31,	2012	and	2011.	The	Company's	estimates	of	fair	value	of	its	long-term	obligations,	including the	current	portion,	are	based	primarily	upon	reported	market	values.	For	long-term	debt	not	actively	traded,	fair	value	was	estimated	using	a	discounted	cash	flow analysis	using	rates	for	debt	with	similar	terms	and	maturities.	As	of	December	31,	2012,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	the	current portion,	were	$8.8	billion	and	$9.4	billion,	respectively,	of	which	$4.9	billion	was	measured	using	Level	1	inputs	and	$4.5	billion	was	measured	using	Level	2	inputs.	As of	December	31,	2011,	the	carrying	value	and	fair	value	of	long-term	obligations,	including	the	current	portion,	were	$7.2	billion	and	$7.5	billion,	respectively,	of	which $3.8	billion	was	measured	using	Level	1	inputs	and	$3.7	billion	was	measured	using	Level	2	inputs.

The	Company	has	filed,	for	prior	taxable	years	through	its	taxable	year	ended	December	31,	2011,	a	consolidated	U.S.	federal	tax	return,	which	includes	all	of	its wholly	owned	domestic	subsidiaries.	For	its	taxable	year	commencing	January	1,	2012,	the	Company	intends	to	file	as	a	REIT,	and	its	domestic	TRSs	intend	to	file	as	C corporations.	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):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $(18,170) | $(14,069) | $— |
| State | (6,321) | (19,346) | (6,090) |
| Foreign | (53,513) | (34,813) | 11,928 |
| Deferred: |  |  |  |
| Federal | (13,094) | (81,685) | (191,393) |
| State | (666) | (12,001) | (14,446) |
| Foreign | (15,540) | 36,834 | 17,512 |
| Income\ttax\tprovision | $(107,304) | $(125,080) | $(182,489) |

The	income	tax	provision	for	the	year	ended	December	31,	2011	is	net	of	the	deferred	tax	benefit	due	to	the	REIT	Conversion	of	approximately	$121	million.

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):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| United\tStates | $787,960 | $608,936 | $536,188 |
| Foreign | (86,666) | (102,041) | 19,837 |
| Total | $701,294 | $506,895 | $556,025 |

For	the	year	ended	December	31,	2011,	the	Company	recorded	an	income	tax	expense	of	$125.1	million,	net	of	a	benefit	due	to	the	adjustment	of	approximately	$121 million	in	deferred	tax	liabilities	(net	of	deferred	tax	assets)	the	values	of	which	were	reduced	as	a	result	of	its	REIT	Conversion.	A	reconciliation	between	the	U.S. statutory	rate	and	the	effective	rate	from	continuing	operations	was	as	follows	for	the	years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35% | 35% | 35% |
| Tax\tadjustment\trelated\tto\tREIT\t(1) | \t (35) | \t— | \t— |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 1 | 6 | 3 |
| Non-deductible\tstock\tcompensation | \t— | \t— | 1 |
| Foreign\ttaxes | 4 | 3 | \t— |
| Foreign\twithholding\ttaxes | 4 | 2 | \t— |
| Changes\tin\tuncertain\ttax\tpositions | (1) | 1 | (2) |
| Foreign\tcurrency\tlosses | \t— | 1 | \t— |
| Reorganization\tof\tfinancing\tentity | \t— | \t— | (6) |
| Deferred\ttax\tadjustment\tdue\tto\tREIT\tConversion | \t— | \t (24) | \t— |
| Change\tin\tvaluation\tallowance | 8 | \t— | \t— |
| Other | (1) | 1 | 2 |
| Effective\ttax\trate | 15% | 25% | 33% |

(1) Includes	18%	from	dividend	paid	deductions.

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

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Allowances,\taccruals\tand\tother\titems\tnot\tcurrently\tdeductible | $31,561 | $17,673 |
| Net\toperating\tloss\tcarryforwards | — | 16,279 |
| Current\tdeferred\tliabilities | (2,509) | (17,345) |
| Subtotal | 29,052 | 16,607 |
| Valuation\tallowance | (3,298) | (517) |
| Net\tshort-term\tdeferred\ttax\tassets | $25,754 | $16,090 |
| Non-current\titems: |  |  |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | \t 127,914 | 48,962 |
| Accrued\tasset\tretirement\tobligations | 70,797 | 50,131 |
| Stock-based\tcompensation | 25,258 | 26,993 |
| Unearned\trevenue | 21,912 | 20,896 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 55,924 | 27,396 |
| Depreciation\tand\tamortization | — | 31,264 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (42,896) | — |
| Deferred\trent | (18,640) | (9,987) |
| Other | (4,566) | (2,031) |
| Subtotal | \t 235,703 | \t 193,624 |
| Valuation\tallowance | (92,260) | (5,321) |
| Net\tlong-term\tdeferred\ttax\tassets | $143,443 | $188,303 |

At	December	31,	2012,	the	Company	has	provided	a	valuation	allowance	of	approximately	$95.6	million	which	primarily	relates	to	foreign	items.	During	2012,	the Company	increased	amounts	recorded	as	valuation	allowances	due	to	the	uncertainty	as	to	the	timing	and	the	Company's	ability	to	recover	net	deferred	tax	assets	in certain	foreign	operations	in	the	foreseeable	future.	The	amount	of	deferred	tax	assets	considered	realizable,	however,	could	be	adjusted	if	objective	evidence	in	the	form of	cumulative	losses	is	no	longer	present	and	additional	weight	may	be	given	to	subjective	evidence	such	as	our	projections	for	growth.

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

The	Company's	deferred	tax	assets	as	of	December	31,	2012	and	2011	in	the	table	above	do	not	include	$6.9	million	and	$3.0	million,	respectively,	of	excess	tax benefits	from	the	exercises	of	employee	stock	options	that	are	a	component	of	net	operating	losses	as	these	benefits	can	only	be	recognized	when	the	related	tax deduction	reduces	income	taxes	payable.	If	these	benefits	had	been	fully	recognized	in	2012,	total	equity	as	of	December	31,	2012	would	have	increased	by	$6.9	million.

The	Company	considers	the	earnings	of	certain	non-U.S.	subsidiaries	to	be	indefinitely	invested	outside	the	United	States	on	the	basis	of	estimates	that	future	domestic cash	generation	will	be	sufficient	to	meet	future	domestic	cash	needs.	The	Company	has	not	recorded	a	deferred	tax	liability	related	to	the	U.S.	federal	and	state	income taxes	and	foreign	withholding	taxes	on	approximately	$101	million	of	undistributed	earnings	of	foreign	subsidiaries	indefinitely	invested	outside	of	the	United	States. Should	the	Company	decide	to	repatriate	the	foreign	earnings,	it	may	have	to	adjust	the	income	tax	provision	in	the	period	it	determined	that	the	earnings	will	no	longer be	indefinitely	invested	outside	of	the	United	States.

At	December	31,	2012,	the	Company	had	net	federal,	state,	and	foreign	operating	loss	carryforwards	available	to	reduce	future	taxable	income,	including	losses	related to	employee	stock	options	of	approximately	$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 |
| :--- | :--- | :--- | :--- |
| 2013\tto\t2017 | $— | $118,719 | $791 |
| 2018\tto\t2022 | — | 468,951 | 3,661 |
| 2023\tto\t2027 | 732,561 | 445,206 | — |
| 2028\tto\t2032 | 190,332 | 87,043 | — |
| Indefinite\tcarryforward | — | — | 407,168 |
| Total | $922,893 | $1,119,919 | $411,620 |

In	addition,	the	Company	has	Mexican	tax	credits	of	$2.9	million	which	if	not	utilized	would	expire	in	2017.

As	of	December	31,	2012	and	2011,	the	total	amount	of	unrecognized	tax	benefits	that	would	impact	the	effective	tax	rate,	if	recognized,	was	$30.6	million	and	$34.5 million,	respectively.	The	Company	expects	the	unrecognized	tax	benefits	to	change	over	the	next	12	months	if	certain	tax	matters	ultimately	settle	with	the	applicable taxing	jurisdiction	during	this	timeframe,	or	if	the	applicable	statute	of	limitations	lapses.	The	impact	of	the	amount	of	such	changes	to	previously	recorded	uncertain	tax positions	could	range	from	zero	to	$1.3	million.	A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	are	as	follows	for	the	years	ended December	31,	(in	thousands):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $38,886 | $79,012 | $87,975 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | 1,037 | 1,801 | 10,101 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | — | 16,520 | 11,109 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (221) | (54,430) | (30,855) |
| Foreign\tcurrency | (439) | (3,550) | 735 |
| Reduction\tas\ta\tresult\tof\tthe\tlapse\tof\tstatute\tof\tlimitations\tand\teffective\tsettlements | (4,926) | (467) | (53) |
| Balance\tat\tDecember\t31, | $34,337 | $38,886 | $79,012 |

During	the	years	ended	December	31,	2012,	2011	and	2010,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed	and	certain	positions	were	effectively settled,	which	resulted	in	a	decrease	of	$4.9	million,	$0.5	million	and	less	than	$0.1	million,	respectively,	in	the	liability	for	uncertain	tax	benefits,	all	of	which	reduced the	income	tax	provision.

During	the	year	ended	December	31,	2012,	the	Company	recorded	penalties	and	tax-related	interest	benefit	to	the	tax	provision	of	$2.9	million.	During	the	years	ended December	31,	2011	and	2010,	the	Company	recorded	penalties	and	tax-related	interest	expense	to	the	tax	provision	of	$9.1	million	and	$2.3	million.	As	of	December	31, 2012	and	2011,	the	total	unrecognized	tax	benefits	included	in	other	non-current	liabilities	in	the

consolidated	balance	sheets	were	$34.3	million	and	$36.6	million,	respectively.	As	of	December	31,	2012	and	2011,	the	total	amount	of	accrued	income	tax-related interest	and	penalties	included	in	other	non-current	liabilities	in	the	consolidated	balance	sheets	were	$28.7	million	and	$31.5	million,	respectively.

The	Company	has	filed	for	prior	taxable	years,	and	for	its	taxable	year	ended	December	31,	2012	will	file,	numerous	consolidated	and	separate	income	tax	returns, including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns.	The	Company	is	subject	to	examination	in	the	U.S.	and	various	state	and	foreign	jurisdictions	for certain	tax	years.	As	a	result	of	the	Company's	ability	to	carryforward	federal,	state	and	foreign	net	operating	losses,	the	applicable	tax	years	generally	remain	open	to examination	several	years	after	the	applicable	loss	carryforwards	have	been	used	or	expired.

The	Company	regularly	assesses	the	likelihood	of	additional	assessments	in	each	of	the	tax	jurisdictions	resulting	from	these	examinations.	The	Company	believes	that adequate	provisions	have	been	made	for	income	taxes	for	all	periods	through	December	31,	2012.

# 14.				STOCK-BASED	COMPENSATION

The	Company	recognized	stock-based	compensation	of	$52.0	million,	$47.4	million	and	$52.6	million	for	the	years	ended	December	31,	2012,	2011	and	2010, respectively.	Stock-based	compensation	for	the	year	ended	December	31,	2011	included	$3.0	million	related	to	the	modification	of	the	vesting	and	exercise	terms	for	a certain	employee's	equity	awards.	The	Company	capitalized	$2.2	million	and	$3.1	million	of	stock-based	compensation	expense	as	property	and	equipment	during	the years	ended	December	31,	2012	and	2011,	respectively,	and	did	not	capitalize	any	stock-based	compensation	expense	for	the	year	ended	December	31,	2010.

Summary	of	Stock-Based	Compensation	Plans—The	Company	maintains	equity	incentive	plans	that	provide	for	the	grant	of	stock-based	awards	to	its	directors,	officers and	employees.	The	2007	Equity	Incentive	Plan	("2007	Plan")	provides	for	the	grant	of	non-qualified	and	incentive	stock	options,	as	well	as	restricted	stock	units, restricted	stock	and	other	stock-based	awards.	Exercise	prices	in	the	case	of	non-qualified	and	incentive	stock	options	are	not	less	than	the	fair	value	of	the	underlying common	stock	on	the	date	of	grant.	Equity	awards	typically	vest	ratably	over	various	periods,	generally	four	years,	and	generally	expire	ten	years	from	the	date	of	grant. In	January	2013,	the	Company	began	granting	awards	under	the	2007	Plan	that	allow	for	vesting	of	such	awards	upon	retirement	if	the	employee	has	reached	certain eligibility	requirements.	The	Company	will	recognize	compensation	expense	for	all	stock-based	compensation	over	the	shorter	of	(i)	the	four	year	vesting	period	or (ii)	the	period	from	the	date	of	grant	to	the	date	the	employee	becomes	eligible	for	such	retirement	benefits.	As	of	December	31,	2012,	the	Company	had	the	ability	to grant	stock-based	awards	with	respect	to	an	aggregate	of	18.6	million	shares	of	common	stock	under	the	2007	Plan.

Stock	Options—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	approximating	the	estimated	life	in	effect	at	the	accounting	measurement	date.	The	expected life	(estimated	period	of	time	outstanding)	is	estimated	using	the	vesting	term	and	historical	exercise	behavior	of	Company	employees.	The	expected	volatility	is	based on	historical	volatility	for	a	period	equal	to	the	expected	life	of	the	stock	options.	The	expected	annual	dividend	is	the	Company's	best	estimate	of	expected	future dividend	yield.

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

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 0.62%\t–\t1.03% | 0.90%\t–\t2.24% | 1.41%\t–\t2.39% |
| Weighted\taverage\trisk-free\tinterest\trate | 0.92% | 1.97% | 2.35% |
| Expected\tlife\tof\toption\tgrants | 4.40\tyears | 4.50\tyears | 4.60\tyears |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 36.53%\t–\t37.86% | 36.89%\t–\t38.13% | 37.11%\t–\t37.48% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 37.84% | 36.98% | 37.14% |
| Weighted\taverage\texpected\tannual\tdividends | 1.50% | 0.03% | N/A |

The	weighted	average	grant	date	fair	value	per	share	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$17.46,	$17.18	and	$15.03,	respectively.	The intrinsic	value	of	stock	options	exercised	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$59.5	million,	$54.6	million	and	$62.7	million,	respectively. As	of	December	31,	2012,	total	unrecognized	compensation	expense	related	to	unvested	stock	options	was	approximately	$30.8	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	$50.9	million	during	the year	ended	December	31,	2012.	During	the	year	ended	December	31,	2012,	the	Company	realized	approximately	$2.1	million	of	state	tax	benefits	from	the	exercise	of stock	options.

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

Restricted	Stock	Units—During	the	year	ended	December	31,	2012,	the	Company	granted	restricted	stock	units	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	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,	2012:

|  | Number	of<br>Units | Weighted	Average	Grant<br>Date	Fair	Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tJanuary\t1,\t2012 | \t2,197,460 | $42.39 |
| Granted | 836,835 | 62.34 |
| Vested | (893,739) | 39.75 |
| Forfeited | (172,003) | 48.20 |
| Outstanding\tas\tof\tDecember\t31,\t2012 | \t1,968,553 | $51.56 |
| Expected\tto\tvest,\tnet\tof\testimated\tforfeitures,\tas\tof\tDecember\t31,\t2012 | \t1,898,708 | $51.37 |

The	total	fair	value	of	restricted	stock	units	which	vested	during	the	year	ended	December	31,	2012	was	$56.3	million.

As	of	December	31,	2012,	total	unrecognized	compensation	expense	related	to	unvested	restricted	stock	units	granted	under	the	2007	Plan	was	$68.8	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	on	the	last	day	of	each	bi-annual	offering	period	at	85%	of	the	lower	of	the	fair	value	on	the	first	or	the	last	day	of	such 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	2012,	2011	and	2010	offering	periods	employee	contributions	were	accumulated	to purchase	an	estimated	87,749,	79,049	and	75,354	shares,	respectively,	at	weighted	average	prices	per	share	of	$51.59,	$44.56	and	$34.16,	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	2012,	2011	and	2010	was	$13.64,	$12.18	and	$9.43,	respectively.	At	December	31,	2012,	3.5	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:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk-free\tinterest\trate | 0.05%\t–\t0.12% | 0.11%\t–\t0.20% | 0.22%\t–\t0.23% |
| Weighted\taverage\trisk-free\tinterest\trate | 0.08% | 0.16% | 0.22% |
| Expected\tlife\tof\tshares | 6\tmonths | 6\tmonths | 6\tmonths |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 33.16%\t–\t33.86% | 33.96%\t–\t34.55% | 35.26%\t–\t35.27% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 33.54% | 34.28% | 35.26% |
| Expected\tannual\tdividends | 1.50% | N/A | N/A |

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.	These	warrants	expired	on	February	10,	2010.	No	warrants were	outstanding	at	December	31,	2012,	2011	and	2010.

Stock	Repurchase	Program—During	the	year	ended	December	31,	2012,	the	Company	continued	to	repurchase	shares	of	its	common	stock	pursuant	to	its	publicly announced	stock	repurchase	program.

In	March	2011,	the	Board	of	Directors	approved	a	stock	repurchase	program,	pursuant	to	which	the	Company	is	authorized	to	purchase	up	to	an	additional	$1.5	billion of	common	stock	("2011	Buyback").

During	the	year	ended	December	31,	2012,	the	Company	repurchased	872,005	shares	of	its	common	stock	for	an	aggregate	of	$62.7	million,	including	commissions	and fees,	pursuant	to	the	2011	Buyback.	As	of	December	31,	2012,	the	Company	had	repurchased	a	total	of	approximately	4.3	million	shares	of	its	common	stock	under	the 2011	Buyback	for	an	aggregate	of	$243.9	million,	including	commissions	and	fees.

Between	January	1,	2013	and	January	21,	2013,	the	Company	repurchased	an	additional	15,790	shares	of	its	common	stock	for	an	aggregate	of	$1.2	million,	including commissions	and	fees,	pursuant	to	the	2011	Buyback.	As	of	January	21,	2013,	the	Company	had	repurchased	a	total	of	approximately	4.3	million	shares	of	its	common stock	under	the	2011	Buyback	for	an	aggregate	of	$245.2	million,	including	commissions	and	fees.

Under	the	2011	Buyback,	the	Company	is	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at prevailing	prices	in	accordance	with	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	Securities	Exchange	Act	of	1934,	as	amended,	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.

The	Company	continues	to	manage	the	pacing	of	the	remaining	$1.3	billion	under	the	2011	Buyback	in	response	to	general	market	conditions	and	other	relevant	factors. In	the	near	term,	the	Company	expects	to	fund	any	further	repurchases	of	its	common	stock	through	a	combination	of	cash	on	hand,	cash	generated	by	operations	and borrowings	under	its	credit	facilities.	Purchases	under	the	2011	Buyback	are	subject	to	the	Company	having	available	cash	to	fund	repurchases.

Distributions—During	the	year	ended	December	31,	2012,	the	Company	declared	and	paid	the	following	regular	cash	distributions	to	the	stockholders:

| Declaration	Date | Payment	Date | Record	Date | Distribution<br>per	share | Amount<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- |
| March\t22,\t2012 | April\t25,\t2012 | April\t11,\t2012 | $0.21 | $82.9 |
| June\t20,\t2012 | July\t18,\t2012 | July\t2,\t2012 | $0.22 | $86.9 |
| September\t19,\t2012 | October\t15,\t2012 | October\t1,\t2012 | $0.23 | $90.9 |
| December\t6,\t2012 | \tDecember\t31,\t2012 | \tDecember\t17,\t2012 | $0.24 | $94.8 |

The	Company	accrues	distributions	on	unvested	restricted	stock	unit	awards	granted	subsequent	to	January	1,	2012,	which	will	be	payable	upon	vesting.	As	of December	31,	2012,	the	Company	had	accrued	$0.7	million	of	distributions	payable	upon	the	vesting	of	restricted	stock	units.

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

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

During	the	years	ended	December	31,	2012,	2011	and	2010,	the	Company	recorded	impairment	charges	and	net	losses	on	sale	of	long-lived	assets	of	$34.4	million, $17.4	million	and	$16.7	million,	respectively.	These	charges	are	primarily	related	to	assets	included	in	the	Company's	domestic	rental	and	management	segment	and	are included	in	other	operating	expenses	in	the	consolidated	statements	of	operation.

Included	in	these	amounts	are	impairment	charges	of	approximately	$21.5	million,	$9.0	million	and	$12.2	million	for	the	years	ended	December	31,	2012,	2011	and 2010,	respectively,	to	write	down	certain	assets	to	net	realizable	value	after	an	indicator	of	impairment	had	been	identified.	Included	in	amounts	recorded	for	the	year ended	December	31,	2012,	was	an	impairment	charge	of	approximately	$10.8	million	resulting	from	the	impairment	of	one	of	the	Company's	outdoor	DAS	networks upon	the	termination	of	a	tenant	lease.

Also	included	in	these	amounts	are	net	losses	associated	with	the	sale	or	disposal	of	certain	non-core	towers,	other	assets	and	other	miscellaneous	items	of	$12.9	million, $8.4	million	and	$4.5	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

# 17.				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	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.	Dilutive	common	share	equivalents	also	include the	dilutive	impact	of	the	Verizon	transaction	(see	note	18).

The	following	table	sets	forth	basic	and	diluted	income	from	continuing	operations	per	common	share	computational	data	for	the	years	ended	December	31,	2012,	2011 and	2010	(in	thousands,	except	per	share	data):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations\tattributable\tto\tAmerican\tTower\tCorporation | $637,283 | $396,462 | $372,906 |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | 394,772 | 395,711 | 401,152 |
| Dilutive\tsecurities | 4,515 | 4,484 | 2,920 |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | 399,287 | 400,195 | 404,072 |
| Basic\tincome\tfrom\tcontinuing\toperations\tattributable\tto\nAmerican\tTower\tCorporation\tper\tcommon\tshare | $1.61 | $1.00 | $0.93 |
| Diluted\tincome\tfrom\tcontinuing\toperations\tattributable\tto\nAmerican\tTower\tCorporation\tper\tcommon\tshare | $1.60 | $0.99 | $0.92 |

For	the	year	ended	December	31,	2010,	the	weighted	average	number	of	common	shares	outstanding	excludes	shares	issuable	upon	conversion	of	the	Company's convertible	notes	of	0.1	million.	For	the	years	ended	December	31,	2012,	2011	and	2010,	the	diluted	weighted	average	number	of	common	shares	outstanding	excludes shares	issuable	upon	exercise	of	the	Company's	stock	options	and	share	based	awards	of	1.0	million,	0.9	million	and	1.1	million,	respectively,	as	the	effect	would	be anti-dilutive.

# 18.				COMMITMENTS	AND	CONTINGENCIES

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

SEC	Subpoena—On	June	2,	2011,	the	Company	received	a	subpoena	from	the	Securities	and	Exchange	Commission	(the	"SEC")	requesting	certain	documents	from 2007	through	the	date	of	the	subpoena,	including	in	particular	documents	related	to	our	tax	accounting	and	reporting.	On	November	6,	2012,	the	SEC	notified	the Company	that	the	SEC's	investigation	has	been	completed.	The	SEC	indicated	that	it	does	not	intend	to	recommend	any	enforcement	action	against	the	Company.

Mexico	Litigation—One	of	the	Company's	subsidiaries,	SpectraSite	Communications,	Inc.	("SCI	"),	a	predecessor	in	interest	by	conversion	to	SpectraSite Communications,	LLC,	was	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	acquisition	of	SCI	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	did	not	have	the	necessary	jurisdiction	over	SCI.	In	September	2010,	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	have,	if	enforceable,	re- imposed	liability	on	SCI	if	the	primary	defendant	in	the	case	were	unable	to	satisfy	the	judgment.	In	its	decision,	the	intermediate	appellate	court	identified	potential damages,	in	the	form	of	potential	statutory	interest,	of	approximately	$6.7	million	as	of	that	date.	On	October	14,	2010,	the	Company	filed	a	new	constitutional	appeal	to again	dispute	the	decision,	which	was	rejected	on	January	24,	2012.	The	case	was

returned	to	the	trial	court	to	determine	whether	any	actual	damages	should	be	awarded	to	the	Mexican	carrier.	On	August	2,	2012,	the	trial	court	entered	judgment against	the	primary	defendant	and	SCI	in	the	amount	of	approximately	$6.5	million.	Each	party	appealed	the	trial	court's	determination	and	on	October	17,	2012,	the appellate	court	entered	judgment	against	the	primary	defendant	in	the	amount	of	approximately	$7.9	million	with	SCI	responsible	for	any	amount	not	recoverable	from the	primary	defendant.	On	November	9,	2012,	SCI	filed	a	constitutional	appeal	of	the	appellate	court	ruling.	In	connection	with	the	Company's	acquisition	of	a	portfolio of	communications	sites	from	the	Mexican	carrier	on	January	31,	2013,	the	Mexican	carrier	released	all	of	its	claims	against	SCI,	including	any	obligation	of	SCI	to	pay any	damages.

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,	2012	are	as	follows	(in	thousands):

Aggregate	rent	expense	(including	the	effect	of	straight-line	rent	expense)	under	operating	leases	for	the	years	ended	December	31,	2012,	2011	and	2010	approximated $419.0	million,	$366.1	million	and	$300.0	million,	respectively.

Future	minimum	payments	under	capital	leases	in	effect	at	December	31,	2012	are	as	follows	(in	thousands):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2013\n2014\n2015\n2016\n2017\nThereafter | $8,242\n7,316\n5,377\n5,485\n4,897\n164,520 |
| Total\tminimum\tlease\tpayments | 195,837 |
| Less\tamounts\trepresenting\tinterest | (138,544) |
| Present\tvalue\tof\tcapital\tlease\tobligations | $57,293 |

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.	Internationally,	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,	2012	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	2,450	towers	from	AT&T	commencing	between	December	2000	and	August	2004.	All	of	the	towers	are	part	of	the	Company's	Securitization.	The average	term	of	the	lease	or	sublease	for	all	sites	at	the	inception	of	the	agreement	was	approximately	27	years,	assuming	renewals	or	extensions	of	the	underlying ground	leases	for	the	sites.	The	Company	has	the	option	to	purchase	the	sites	subject	to	the	applicable	lease	or	sublease	upon	its	expiration.	Each	tower	is	assigned	to	an annual	tranche,	ranging	from	2013	to	2032,	which	represents	the	outside	expiration	date	for	the	sublease	rights	to	that	tower.	The	purchase	price	for	each	site	is	a	fixed amount	stated	in	the	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	$545.2	million	as	of	December	31,	2012,	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	for	the	remainder	of	AT&T's	tenancy.	Thereafter,	AT&T	shall	have	the	right	to renew	such	lease	for	up	to	four	successive	five-year	terms.	For	all	such	sites	purchased	by	the	Company	subsequent	to	June	30,	2020,	AT&T	has	the	right	to	continue	to lease	the	reserved	space	for	successive	one-year	terms	at	a	rent	equal	to	the	lesser	of	the	agreed	upon	market	rate	and	the	then	current	monthly	fee,	which	is	subject	to	an annual	increase	based	on	changes	in	the	Consumer	Price	Index.

Verizon	Transaction—In	December	2000,	the	Company	entered	into	an	agreement	with	ALLTEL,	a	predecessor	entity	to	Verizon	Wireless	("Verizon")	to	acquire towers	through	a	15-year	sublease	agreement.	Pursuant	to	the	agreement	with	Verizon,	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	$69.1	million	as	of	December	31,	2012.	At	Verizon'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,	which	at	December	31,	2012	would	be	valued	at	approximately	$105.5	million.

Guaranties	and	Indemnifications—The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	guarantee	or indemnify	third	parties	for	certain	claims.	The	Company	has	also	entered	into	purchase	and	sale	agreements	relating	to	the	sale	or	acquisition	of	assets	containing customary	indemnification	provisions.	The	Company's	indemnification	obligations	under	these	agreements	generally	are	limited	solely	to	damages	resulting	from breaches	of	representations	and	warranties	or	covenants	under	the	applicable	agreements,	but	do	not	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	lease.	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,	2012,	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.	Subsequent	to	December	31,	2012, the	Company	received	a	notice	from	the	Indian	tax	authorities	in	connection	with	a	review	of	transactions	by	Essar	Telecom	Infrastructure	Private	Limited	("ETIPL")	in 2008,	prior	to	the	Company's	acquisition	of	ETIPL	in	August	2010.	The	Company	believes	that	under	its	definitive	agreement,	the	seller	is	obligated	to	indemnify	and defend	the	Company	with	respect	to	any	tax-related	liability	that	may	arise	from	activities	prior	to	March	31,	2010.

# 19.				SUPPLEMENTAL	CASH	FLOW	INFORMATION

Supplemental	cash	flow	information	and	non-cash	investing	and	financing	activities	for	the	years	ended	December	31,	2012,	2011	and	2010	are	as	follows	(in thousands):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tfor\tinterest | $366,458 | $274,234 | $219,408 |
| Cash\tpaid\tfor\tincome\ttaxes\t(net\tof\trefunds\tof\t$20,847,\t$9,277\tand\t$9,977,\trespectively) | 69,277 | 53,909 | 36,381 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| (Decrease)\tincrease\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\tand |  |  |  |
| construction\tactivities | (10,244) | 8,507 | 11,253 |
| Purchases\tof\tproperty\tand\tequipment\tunder\tcapital\tleases | 19,219 | 6,800 | 2,200 |
| Fair\tvalue\tof\tdebt\tassumed\tthrough\tacquisitions | — | 209,321 | — |

# 20.				BUSINESS	SEGMENTS

The	Company	operates	in	three	business	segments:	domestic	rental	and	management,	international	rental	and	management	and	network	development	services.	The Company's	primary	business	is	leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers,	radio	and	television	broadcast	companies, wireless	data	providers,	government	agencies	and	municipalities	and	tenants	in	a	number	of	other	industries.	This	business	is	referred	to	as	the	Company's	rental	and management	operations	and	is	comprised	of	domestic	and	international	segments:

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

•International:	consisting	of	rental	and	management	operations	in	Brazil,	Chile,	Colombia,	Germany,	Ghana,	India,	Mexico,	Peru,	South	Africa	and	Uganda.

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.

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

The	accounting	policies	applied	in	compiling	segment	information	below	are	similar	to	those	described	in	note	1.	In	evaluating	financial	performance	in	each	business segment,	management	uses	segment	gross	margin	and	segment	operating	profit.	The	Company	defines	segment	gross	margin	as	segment	revenue	less	segment	operating expenses	excluding	stock-based	compensation	expense	recorded	in	costs	of	operations;	depreciation,	amortization	and	accretion;	selling,	general,	administrative	and development	expense;	and	other	operating	expenses.	The	Company	defines	segment	operating	profit	as	segment	gross	margin	less	selling,	general,	administrative	and development	expense	attributable	to	the	segment,	excluding	stock-based	compensation	expense	and	corporate	expenses.	For	reporting	purposes,	the	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	(expense)	income,	net	income	(loss) 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.	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,	2012,	2011	and	2010	is	shown	in	the	following tables.	The	Other	column	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	(expense)

income,	as	well	as	reconciles	segment	operating	profit	to	income	from	continuing	operations	before	income	taxes	and	income	on	equity	method	investments,	as	the amounts	are	not	utilized	in	assessing	each	segment's	performance.

|  | Rental	and	Management | Rental	and	Management |  | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Total\tRental\tand | Development |  |  |
| Year\tEnded\tDecember\t31,\t2012 | Domestic | International | Management | Services | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $ 1,940,689 | $862,801 | $2,803,490 | $72,470 |  | $2,875,960 |
| Segment\toperating\texpenses\t(1) | 357,555 | 328,333 | 685,888 | 34,830 |  | 720,718 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,258 | 14,258 | — |  | 14,258 |
| Segment\tgross\tmargin | 1,583,134 | 548,726 | 2,131,860 | 37,640 |  | 2,169,500 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  |  |  |
| (1) | 85,663 | 95,579 | 181,242 | 6,744 |  | 187,986 |
| Segment\toperating\tprofit | $ 1,497,471 | $453,147 | $1,950,618 | $30,896 |  | $1,981,514 |
| Stock-based\tcompensation\texpense |  |  |  |  | $51,983 | 51,983 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | 89,093 | 89,093 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 644,276 | 644,276 |
| Other\texpense\t(principally\tinterest\texpense\tand\tother\t(expense) |  |  |  |  |  |  |
| income) |  |  |  |  | 494,868 | 494,868 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome |  |  |  |  |  |  |
| on\tequity\tmethod\tinvestments |  |  |  |  |  | $701,294 |
| Capital\texpenditures | $268,997 | $279,004 | $548,001 | $— | $20,047 | $568,048 |

(1) Segment	operating	expenses	and	segment	selling,	general,	administrative	and	development	expenses	exclude	stock-based	compensation	expense	of	$1.8	million and	$50.2	million,	respectively.

|  | Rental	and	Management | Rental	and	Management |  | Network |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Total\tRental\tand | Development |  |  |
| Year\tEnded\tDecember\t31,\t2011 | Domestic | International | Management | Services | Other | Total |
|  |  |  | (in\tthousands) |  |  |  |
| Segment\trevenues | $ 1,744,260 | $641,925 | $2,386,185 | $57,347 |  | $2,443,532 |
| Segment\toperating\texpenses\t(1) | 353,458 | 235,709 | 589,167 | 29,460 |  | 618,627 |
| Interest\tincome,\tTV\tAzteca,\tnet | — | 14,214 | 14,214 | — |  | 14,214 |
| Segment\tgross\tmargin | 1,390,802 | 420,430 | 1,811,232 | 27,887 |  | 1,839,119 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  |  |  |
| (1) | 77,041 | 82,106 | 159,147 | 7,864 |  | 167,011 |
| Segment\toperating\tprofit | $ 1,313,761 | $338,324 | $1,652,085 | $20,023 |  | $1,672,108 |
| Stock-based\tcompensation\texpense |  |  |  |  | $47,437 | 47,437 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpense |  |  |  |  | 76,705 | 76,705 |
| Depreciation,\tamortization\tand\taccretion |  |  |  |  | 555,517 | 555,517 |
| Other\texpense\t(principally\tinterest\texpense\tand\tother\t(expense) |  |  |  |  |  |  |
| income) |  |  |  |  | 485,554 | 485,554 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tincome\non\tequity\tmethod\tinvestments |  |  |  |  |  | $506,895 |
| Capital\texpenditures | $325,264 | $178,826 | $504,090 | $— | $18,925 | $523,015 |

(1) Segment	operating	expenses	and	segment	selling,	general,	administrative	and	development	expenses	exclude	stock-based	compensation	expense	of	$2.3	million and	$45.1	million,	respectively.

(1) Segment	selling,	general,	administrative	and	development	expense	excludes	stock-based	compensation	expense	of	$52.6	million.

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

(2) Balances	are	translated	at	the	applicable	period	end	exchange	rate	and	therefore	may	impact	comparability	between	periods.

(3) Balances	include	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	as	of	and	for	the	years	ended	December	31,	2012,	2011	and 2010,	is	as	follows	(in	thousands):

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

Three	tenants	within	the	domestic	and	international	rental	and	management	segments	and	network	development	services	segment	accounted	for	10%	or	more	of	the Company's	consolidated	operating	revenues	for	the	years	ended	December	31,	2012,	2011	and	2010	is	as	follows:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| AT&amp;T\tMobility | \t 18% | \t 20% | \t 20% |
| Sprint\tNextel | \t 14% | \t 14% | \t 16% |
| Verizon\tWireless | \t 11% | \t 12% | \t 15% |

# 21.				RELATED	PARTY	TRANSACTIONS

During	the	years	ended	December	31,	2012,	2011,	and	2010,	the	Company	had	no	significant	related	party	transactions.

# 22.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2012	and	2011	is	as	follows	(in	thousands,	except	per	share	data):

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2012: |  |  |  |  |  |
| Operating\trevenues | $696,517 | $697,734 | $713,335 | $768,374 | $2,875,960 |
| Cost\tof\toperations\t(1) | 170,985 | 172,384 | 184,904 | 194,206 | 722,479 |
| Operating\tincome | 274,446 | 270,486 | 295,552 | 279,235 | 1,119,719 |
| Net\tincome | 210,358 | 33,689 | 231,825 | 118,153 | 594,025 |
| Net\tincome\tattributable\tto\tAmerican\tTower\tCorporation | 221,306 | 48,209 | 232,089 | 135,679 | 637,283 |
| Basic\tnet\tincome\tper\tcommon\tshare | 0.56 | 0.12 | 0.59 | 0.34 | 1.61 |
| Diluted\tnet\tincome\tper\tcommon\tshare | 0.56 | 0.12 | 0.58 | 0.34 | 1.60 |

|  | March	31, | Three	Months	Ended<br>June	30, | September	30, | December	31, | Year	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2011: |  |  |  |  |  |
| Operating\trevenues | $562,695 | $597,235 | $630,403 | $653,199 | $2,443,532 |
| Cost\tof\toperations\t(1) | \t 135,328 | \t 151,077 | 168,933 | 165,618 | 620,956 |
| Operating\tincome | \t 218,300 | \t 225,789 | 228,305 | 247,738 | 920,132 |
| Net\tincome\t(loss) | 91,961 | \t 113,171 | (19,726) | 196,434 | 381,840 |
| Net\tincome\t(loss)\tattributable\tto\tAmerican\tTower\tCorporation | 91,842 | \t 115,211 | (15,701) | 205,110 | 396,462 |
| Basic\tnet\tincome\t(loss)\tper\tcommon\tshare | 0.23 | 0.29 | (0.04) | 0.52 | 1.00 |
| Diluted\tnet\tincome\t(loss)\tper\tcommon\tshare | 0.23 | 0.29 | (0.04) | 0.52 | 0.99 |

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

# 23.				SUBSEQUENT	EVENTS

3.50%	Senior	Notes—On	January	8,	2013,	the	Company	completed	a	registered	offering	of	$1.0	billion	aggregate	principal	amount	of	the	3.50%	Notes.	The	3.50% Notes	have	an	interest	rate	of	3.50%	per	annum	and	were	issued	at	a	price	equal	to	99.185%	of	their	face	value.	The	net	proceeds	to	the	Company	from	the	offering	were

approximately	$983.4	million,	after	deducting	commissions	and	expenses.	The	Company	used	$265.0	million	of	the	net	proceeds	to	repay	the	outstanding	indebtedness under	the	2011	Credit	Facility	and	$718.4	million	to	repay	a	portion	of	the	outstanding	indebtedness	under	the	2012	Credit	Facility.

The	3.50%	Notes	mature	on	January	31,	2023,	and	interest	is	payable	semi-annually	in	arrears	on	January	31	and	July	31	of	each	year,	commencing	on	July	31,	2013. The	Company	may	redeem	the	3.50%	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.

If	the	Company	undergoes	a	change	of	control	and	ratings	decline,	each	as	defined	in	the	supplemental	indenture,	the	Company	will	be	required	to	offer	to	repurchase all	of	the	3.50%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid	interest	up	to	but	not	including	the	repurchase	date.	The 3.50%	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.

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

Mexico—Axtel	Acquisition—On	January	23,	2013,	the	Company	entered	into	a	definitive	agreement	to	purchase	communications	sites	from	Axtel,	S.A.B.	de	C.V. ("Axtel").	Pursuant	to	the	definitive	agreement,	on	January	31,	2013,	the	Company	acquired	883	sites	from	Axtel	for	an	aggregate	purchase	price	of	$248.5	million, subject	to	post-closing	adjustments	and	value	added	tax.

# SCHEDULE	III—SCHEDULE	OF	REAL	ESTATE

# AND	ACCUMULATED	DEPRECIATION

|  | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES | AMERICAN	TOWER	CORPORATION	AND	SUBSIDIARIES |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION | SCHEDULE\tIII—SCHEDULE\tOF\tREAL\tESTATE\nAND\tACCUMULATED\tDEPRECIATION |  |  |  |  |
| Description | Encumbrances | Initial\tcost\nto\tcompany | Cost\ncapitalized\nsubsequent\tto\nacquisition | Gross\tamount\nat\twhich\ncarried\tat\nclose\tof\nperiod | Accumulated\ndepreciation | Date\tof\nconstruction | Date\nacquired | Life\ton\twhich\ndepreciation\tin\nlatest\tincome\nstatements\tis\ncomputed |
| 54,604\tsites\t(1) | 2,120,804(2) | (3) | (3) | 8,316,547(4) | \t(2,968,230) | Various | \tVarious | \tUp\tto\t20\tyears |

(1) No	single	site	exceeds	5%	of	the	aggregate	gross	amounts	at	which	the	assets	were	carried	at	the	close	of	the	period	set	forth	in	the	table	above.

(2) Certain	assets	secure	debt	of	approximately	$2.1	billion.

(3) The	Company	has	omitted	this	information,	as	it	would	be	impracticable	to	compile	such	information	on	a	site-by-site	basis.

(4) Does	not	include	those	sites	under	construction.

| Gross	amount	at	which	carried	at	January	1,	2012 |  | 7,192,641 |
| :--- | :--- | :--- |
| Additions\tduring\tperiod: |  |  |
| Acquisitions\tthrough\tforeclosure | — |  |
| Other\tacquisitions\t(1) | \t 739,144 |  |
| Discretionary\tcapital\tprojects\t(2) | \t 217,935 |  |
| Discretionary\tground\tlease\tpurchases\t(3) | 93,990 |  |
| Redevelopment\tcapital\texpenditures\t(4) | 67,309 |  |
| Capital\timprovements\t(5) | 70,453 |  |
| Other\t(6) | 30,813 |  |
| Total\tadditions |  | 1,219,644 |
| Deductions\tduring\tperiod: |  |  |
| Cost\tof\treal\testate\tsold\tor\tdisposed | (15,288) |  |
| Other\t(7) | (80,450) |  |
| Total\tdeductions: |  | (95,738) |
| Balance\tat\tDecember\t31,\t2012 |  | 8,316,547 |

(1) Other	acquisitions	include	acquisitions	of	sites.

(2) Discretionary	capital	projects	include	amounts	incurred	primarily	for	the	construction	of	new	sites.

(3) Discretionary	ground	lease	purchases	include	amounts	incurred	to	purchase	or	otherwise	secure	the	land	under	communications	sites.

(4) Redevelopment	capital	expenditures	include	amounts	incurred	to	increase	the	capacity	of	existing	sites,	which	results	in	new	incremental	tenant	revenue.

(5) Capital	improvements	include	amounts	incurred	to	maintain	existing	sites.

(6) Primarily	includes	asset	retirement	obligations	and	regional	improvements.

(7) Primarily	includes	foreign	currency	exchange	rate	fluctuations.

# 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. |
| :--- | :--- | :--- |
| 2.1 | Agreement\tand\tPlan\tof\tMerger\tby\tand\tamong\tAmerican\tTower\tCorporation,\tAsteroid\tMerger\tSub,\tLLC\tand |  |
|  | SpectraSite,\tInc.,\tdated\tas\tof\tMay\t3,\t2005 | 2(3) |
| 2.2 |  |  |
|  | of\tAugust\t24,\t2011 | 2.1(21) |
| 3.1 | Restated\tCertificate\tof\tIncorporation\tof\tthe\tCompany\tas\tfiled\twith\tthe\tSecretary\tof\tState\tof\tthe\tState\tof\tDelaware |  |
|  | effective\tas\tof\tDecember\t31,\t2011 | 3.1(23) |
| 3.2 | Certificate\tof\tMerger,\teffective\tas\tof\tDecember\t31,\t2011 | 3.2(23) |
| 3.3 | Amended\tand\tRestated\tBy-Laws\tof\tthe\tCompany,\tadopted\teffective\tas\tof\tDecember\t31,\t2011 | 3.3(23) |
| 4.1 | Indenture,\tdated\tas\tof\tOctober\t1,\t2007,\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork,\tas\tTrustee,\tfor\tthe |  |
|  | 7.00%\tSenior\tNotes\tdue\t2017,\tincluding\tthe\tform\tof\t7.00%\tSenior\tNote | 10.2(9) |
| 4.2 | Indenture\tdated\tas\tof\tJune\t10,\t2009\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany |  |
|  | N.A.,\tas\tTrustee,\tfor\tthe\t7.25%\tSenior\tNotes\tdue\t2019 | 10.1(13) |
| 4.3 | Indenture\tdated\tas\tof\tOctober\t20,\t2009\tby\tand\tbetween\tthe\tCompany\tand\tThe\tBank\tof\tNew\tYork\tMellon\tTrust |  |
|  | Company\tN.A.\tas\tTrustee\tfor\tthe\t4.625%\tSenior\tNotes\tdue\t2015 | 10.1(14) |
| 4.4 |  |  |
|  | as\tTrustee | 4.3(16) |
| 4.5 |  |  |
|  | and\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.\tas\tTrustee,\tfor\tthe\t5.05%\tSenior\tNotes\tdue\t2020 | 4(17) |
| 4.6 |  |  |
|  | and\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.\tas\tTrustee,\tfor\tthe\t4.50%\tSenior\tNotes\tdue\t2018 | 4.1(18) |
| 4.7 |  |  |
|  | Company\tand\tThe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.\tas\tTrustee,\tfor\tthe\t5.90%\tSenior\tNotes\tdue\t2021 | 4.1(22) |
| 4.8 | First\tSupplemental\tIndenture,\tdated\tas\tof\tDecember\t2,\t2008,\tto\tIndenture\tdated\tas\tof\tOctober\t1,\t2007,\tby\tand\tbetween |  |
|  | the\tCompany\tand\tthe\tBank\tof\tNew\tYork\tMellon\tTrust\tCompany\tN.A.\tas\tTrustee,\tfor\tthe\t7.00%\tSenior\tNotes\tdue\t2017 | 4.8(24) |
| 4.9 | Second\tSupplemental\tIndenture,\tdated\tas\tof\tDecember\t30,\t2011,\tto\tIndenture\tdated\tas\tof\tOctober\t1,\t2007,\twith\trespect |  |
|  | Trustee | 4.3(23) |

* 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: was was the total amount spent on stock repurchases in the fourth quarter?
Answer: 45984064