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,	2007

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

# American	Tower	Corporation

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of

Incorporation	or	Organization)

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

(Registrant's	telephone	number,	including	area	code)

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

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

Title	of	each	Class

Class	A	Common	Stock,	$0.01	par	value

Name	of	exchange	on	which	registered

New	York	Stock	Exchange

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

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

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

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

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

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

Large	accelerated	filer		x

Accelerated	filer		¨

Non-accelerated	filer		¨ Smaller	reporting	company		¨

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

The	aggregate	market	value	of	the	voting	and	non-voting	common	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2007	was	approximately	$17.4 billion,	based	on	the	closing	price	of	the	registrant's	Class	A	Common	Stock	as	reported	on	the	New	York	Stock	Exchange	as	of	the	last	business	day	of	the	registrant's most	recently	completed	second	quarter.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	definitive	proxy	statement	(the	"Definitive	Proxy	Statement")	to	be	filed	with	the	Securities	and	Exchange	Commission	relative	to	the	Company's 2008	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	Report.

# FORM	10-K	ANNUAL	REPORT

# FISCAL	YEAR	ENDED	DECEMBER	31,	2007

|  | AMERICAN	TOWER	CORPORATION<br>TABLE	OF	CONTENTS<br>FORM	10-K	ANNUAL	REPORT<br>FISCAL	YEAR	ENDED	DECEMBER	31,	2007 |  |
| :--- | :--- | :--- |
|  |  | Page |
| Special\tNote\tRegarding\tForward-Looking\tStatements |  | ii |
| PART\tI |  |  |
| ITEM\t1. | Business | 1 |
|  | Overview | 1 |
|  | Strategy | 1 |
|  | The\tCompany | 3 |
|  | Products\tand\tServices | 4 |
|  | Recent\tDevelopments | 6 |
|  | Regulatory\tMatters | 7 |
|  | Competition\tand\tCustomer\tDemand | 9 |
|  | Employees | 10 |
|  | Available\tInformation | 10 |
| ITEM\t1A. | Risk\tFactors | 10 |
| ITEM\t1B. | Unresolved\tStaff\tComments | 18 |
| ITEM\t2. | Properties | 19 |
| ITEM\t3. | Legal\tProceedings | 20 |
| ITEM\t4. | Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | 21 |
| PART\tII |  |  |
| ITEM\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 22 |
|  | Dividends | 22 |
|  | Performance\tGraph | 23 |
|  | Recent\tSales\tof\tUnregistered\tSecurities | 23 |
|  | Issuer\tPurchases\tof\tEquity\tSecurities | 25 |
| ITEM\t6. | Selected\tFinancial\tData | 26 |
| ITEM\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 28 |
|  | Executive\tOverview | 28 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2007\tand\t2006 | 30 |
|  | Results\tof\tOperations:\tYears\tEnded\tDecember\t31,\t2006\tand\t2005 | 35 |
|  | Stock\tOption\tReview\tand\tRelated\tMatters | 38 |
|  | Liquidity\tand\tCapital\tResources | 39 |
|  | Critical\tAccounting\tPolicies\tand\tEstimates | 50 |
|  | Recent\tAccounting\tPronouncements | 55 |
|  | Information\tPresented\tPursuant\tto\tthe\tIndentures\tof\tour\t7.50%\tNotes\tand\t7.125%\tNotes | 56 |
| ITEM\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 58 |
| ITEM\t8. | Financial\tStatements\tand\tSupplementary\tData | 60 |
| ITEM\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 60 |

# TABLE	OF	CONTENTS—(Continued)

# SPECIAL	NOTE	REGARDING	FORWARD-LOOKING	STATEMENTS

This	Annual	Report	contains	statements	about	future	events	and	expectations,	or	forward-looking	statements,	all	of	which	are	inherently	uncertain.	We	have	based those	forward-looking	statements	on	our	current	expectations	and	projections	about	future	results.	When	we	use	words	such	as	"anticipates,"	"intends,"	"plans," "believes,"	"estimates,"	"expects,"	or	similar	expressions,	we	do	so	to	identify	forward-looking	statements.	Examples	of	forward-looking	statements	include	statements we	make	regarding	future	prospects	of	growth	in	the	communications	site	leasing	industry,	the	level	of	future	expenditures	by	companies	in	this	industry	and	other	trends in	this	industry,	the	effects	of	consolidation	among	companies	in	our	industry	and	among	our	customers,	our	ability	to	maintain	or	increase	our	market	share,	our	future operating	results,	our	future	purchases	under	our	stock	repurchase	programs,	our	future	capital	expenditure	levels,	our	future	financing	transactions	and	our	plans	to	fund our	future	liquidity	needs.	These	statements	are	based	on	our	management's	beliefs	and	assumptions,	which	in	turn	are	based	on	currently	available	information.	These assumptions	could	prove	inaccurate.	These	forward-looking	statements	may	be	found	under	the	captions	"Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations"	and	"Business,"	as	well	as	in	this	Annual	Report	generally.

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

# PART	I

# ITEM	1. BUSINESS

# Overview

We	are	a	leading	wireless	and	broadcast	communications	infrastructure	company	with	a	portfolio	of	over	22,800	communications	sites,	including	wireless communications	towers,	broadcast	communications	towers	and	distributed	antenna	systems.	Our	portfolio	of	wireless	and	broadcast	tower	sites	consists	of	towers	that we	own	and	towers	that	we	operate	pursuant	to	long-term	lease	arrangements,	including,	as	of	December	31,	2007,	approximately	19,500	tower	sites	in	the	United	States and	approximately	3,200	in	Mexico	and	Brazil.	Our	portfolio	also	includes	approximately	150	in-building	distributed	antenna	systems	that	we	operate	in	malls	and casino/hotel	resorts	in	the	United	States.	In	addition	to	the	communications	sites	in	our	portfolio,	we	manage	rooftop	and	tower	sites	for	third	parties	in	the	United States,	Mexico	and	Brazil.	Our	primary	business	is	leasing	antenna	space	on	multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television broadcast	companies.	This	segment	of	our	business,	which	we	refer	to	as	our	rental	and	management	segment,	accounted	for	approximately	98%	of	our	total	revenues for	the	years	ended	December	31,	2007,	2006	and	2005.

Our	communications	site	portfolio	provides	us	with	a	recurring	base	of	leasing	revenues	from	our	existing	customers	and	growth	potential	due	to	the	capacity	to add	more	tenants	and	equipment	to	these	sites.	Our	broad	network	of	communications	sites	enables	us	to	address	the	needs	of	national,	regional,	local	and	emerging wireless	service	providers.	Through	our	network	development	services	segment,	we	also	offer	services	that	directly	support	our	site	leasing	operations	and	the	addition of	new	tenants	and	equipment	on	our	sites.	We	intend	to	capitalize	on	the	increasing	use	of	wireless	communications	services	by	actively	marketing	space	available	for lease	on	our	existing	sites	and	selectively	developing	or	acquiring	new	sites	that	meet	our	return	on	investment	criteria.

We	believe	our	strategy	of	focusing	operations	on	our	rental	and	management	segment	has	made	our	consolidated	operating	cash	flows	more	stable,	will	provide us	with	continuing	growth	and	will	enhance	our	returns	on	invested	capital	because	of	the	following	characteristics	of	our	core	leasing	business:

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

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

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

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

# Strategy

Our	strategy	is	to	capitalize	on	the	growth	in	the	use	of	wireless	communications	services	and	the	infrastructure	requirements	necessary	to	deploy	current	and future	generations	of	wireless	communications	technologies.

•In	the	United	States,	the	number	of	wireless	service	subscribers	increased	from	158.7	million	to	243.4	million	between	December	2003	and	June	2007, representing	an	increase	of	approximately	53%	and	market	penetration	of	approximately	80%.	During	the	same	period,	the	number	of	cell	sites	(i.e.,	the number	of	antennas	and	related	equipment	in	commercial	operation,	not	the	number	of	towers	on

which	that	equipment	is	located)	increased	approximately	29%	from	approximately	163,000	cell	sites	to	approximately	210,400.	In	addition,	wireless minutes	of	use,	an	indicator	of	demand	for	wireless	services,	reached	approximately	2.1	trillion	in	the	United	States	for	2006,	an	increase	of	over	31%	from the	prior	year,	and	the	industry	is	on	pace	to	report	strong	growth	for	2007.

•In	Mexico,	the	number	of	wireless	service	subscribers	increased	from	30.1	million	to	68.3	million	between	December	2003	and	December	2007, representing	an	increase	of	approximately	127%	and	market	penetration	of	approximately	64%.	In	Brazil,	the	number	of	wireless	service	subscribers increased	from	46.5	million	to	121.0	million	between	December	2003	and	December	2007,	representing	an	increase	of	approximately	160%	and	market penetration	of	approximately	64%.

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

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

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

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

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

customers.	We	believe	that	by	improving	our	speed,	accuracy	and	quality,	we	will	be	able	to	increase	our	competitiveness	and	revenue	generation.

•	 Build	On	Our	Customer	Relationships.	Our	understanding	of	the	network	needs	of	our	customers	and	our	ability	to	convey	effectively	how	we	can satisfy	those	needs	are	key	to	our	efforts	to	add	new	antenna	leases,	cross-sell	our	services	and	identify	desirable	new	site	development	projects.	We	are building	on	our	relationships	with	our	major	wireless	carrier	customers	to	gain	more	familiarity	with	their	evolving	network	plans	so	we	can	identify opportunities	where	our	nationwide	portfolio	of	sites	and	experienced	personnel	can	be	used	to	satisfy	their	needs.	We	are	also	working	with	smaller	and emerging	wireless	carriers	and	network	operators	as	they	define	their	coverage	and	network	needs	and	expand	into	new	markets.	In	addition,	we	are	also seeking	opportunities	to	build	relationships	with	new	market	participants	who	have	obtained	or	may	obtain	licenses	in	recent	auctions	of	wireless	spectrum by	the	U.S.	Federal	Communications	Commission	("FCC"),	including	the	Advanced	Wireless	Service	Auction	66	in	late	2006	and	the	700	MHz	Auction	73 that	began	in	January	2008.	We	believe	we	are	well	positioned	to	be	a	preferred	partner	to	our	customers	because	of	the	size,	scope	and	location	of	our portfolio	of	communications	sites	and	our	proven	operating	experience.

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

# The	Company

American	Tower	Corporation	was	created	as	a	subsidiary	of	American	Radio	Systems	Corporation	in	1995	to	own,	manage,	develop	and	lease	communications and	broadcast	tower	sites,	and	was	spun	off	into	a	free-standing	public	company	in	1998.	Since	inception,	we	have	grown	our	communications	site	portfolio	through acquisitions,	long-term	lease	arrangements,	development	and	construction,	and	through	mergers	with	and	acquisitions	of	other	tower	operators,	increasing	the	size	of	our portfolio	to	over	22,800	communications	sites.

American	Tower	Corporation	is	a	holding	company,	and	we	conduct	our	operations	in	the	United	States	and	internationally	through	our	directly	and	indirectly owned	subsidiaries.	Our	principal	United	States	operating	subsidiaries	are	American	Towers,	Inc.	("ATI")	and	SpectraSite	Communications,	LLC	("SpectraSite").	We conduct	our	international	operations	through	our	subsidiary,	American	Tower	International,	Inc.,	which	in	turn	conducts	operations	through	its	international	operating subsidiaries.	Our	international	operations	consist	primarily	of	our	operations	in	Mexico	and	Brazil,	which	we	conduct	in	Mexico	through	ATC	Mexico	Holding	Corp. ("ATC	Mexico")	and	in	Brazil	through	ATC	South	America	Holding	Corp.	("ATC	South	America").

We	operate	in	two	business	segments:	rental	and	management	and	network	development	services.	For	more	information	about	our	business	segments,	as	well	as financial	information	about	the	geographic	areas	in	which	we	operate,	see	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and	Analysis	of Financial	Condition	and	Results	of	Operations"	and	note	14	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Products	and	Services

# Rental	and	Management

Our	primary	business	is	our	communications	site	leasing	business,	which	we	conduct	through	our	rental	and	management	segment.	This	segment	accounted	for approximately	98%	of	our	total	revenues	for	the	years	ended	December	31,	2007,	2006	and	2005.

Wireless	Communications	Towers.	We	are	a	leading	owner	and	operator	of	wireless	communications	towers	in	the	United	States,	Mexico	and	Brazil,	based	on number	of	towers	and	revenue.	Our	network	in	the	United	States	includes	over	19,200	wireless	communications	towers	and	spans	49	states	and	the	District	of	Columbia. In	addition,	approximately	91%	of	our	U.S.	network	provides	coverage	in	the	top	100	markets	or	core	areas	such	as	high	traffic	interstate	corridors.	Our	network	in Mexico	includes	approximately	2,300	wireless	communications	towers	in	highly	populated	areas,	including	Mexico	City,	Monterrey,	Guadalajara	and	Acapulco.	Our network	in	Brazil	consists	of	over	700	wireless	communications	towers,	which	are	concentrated	in	southern	Brazil	in	major	metropolitan	areas,	including	Sao	Paulo,	Rio de	Janeiro,	Brasilia	and	Curitiba.	Approximately	91%	of	our	rental	and	management	segment	revenue	was	attributable	to	our	wireless	communications	towers	in	the United	States,	Mexico	and	Brazil	for	the	years	ended	December	31,	2007,	2006	and	2005.	In	addition,	we	market	and	manage	approximately	200	wireless	tower	sites	for third	parties	in	the	United	States,	Mexico	and	Brazil.	For	the	years	ended	December	31,	2007,	2006	and	2005,	less	than	1%	of	our	rental	and	management	segment revenue	was	attributable	to	these	managed	sites.

We	lease	antenna	space	on	our	wireless	communications	towers	to	customers	in	a	diverse	range	of	wireless	industries,	including	personal	communications services,	cellular,	enhanced	specialized	mobile	radio,	paging	and	fixed	microwave.	Our	major	domestic	wireless	customers	include	ALLTEL,	AT&T	Mobility	(formerly Cingular	Wireless),	Sprint	Nextel,	T-Mobile	USA	and	Verizon	Wireless.	Our	major	international	wireless	customers	include	Grupo	Iusacell	(Iusacell	Celular	and Unefon	in	Mexico),	Nextel	International	in	Mexico	and	Brazil,	Telefonica	Moviles	(Movistar	in	Mexico	and	Vivo	in	Brazil),	America	Moviles	(Telcel	in	Mexico	and Claro	in	Brazil)	and	Telecom	Italia	Mobile	(TIM)	in	Brazil.	For	the	year	ended	December	31,	2007,	we	had	three	customers	that	each	accounted	for	10%	or	more	of	our total	revenues.	AT&T	Mobility,	Sprint	Nextel	(including	Sprint	Nextel	affiliates)	and	Verizon	Wireless	accounted	for	approximately	21%,	20%	and	11%,	respectively, of	our	2007	total	revenues.	Approximately	70%	of	our	total	revenues	for	the	year	ended	December	31,	2007	were	derived	from	six	customers.	As	a	result,	we	are	subject to	certain	risks,	as	set	forth	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors—A	substantial	portion	of	our	revenue	is	derived	from	a	small	number	of customers"	and	"—Due	to	the	long-term	expectations	of	revenue	from	tenant	leases,	the	tower	industry	is	sensitive	to	the	credit	worthiness	of	its	tenants."	In	addition, we	are	subject	to	risks	related	to	our	international	operations,	as	set	forth	under	the	caption	"Risk	Factors—Our	foreign	operations	are	subject	to	economic,	political	and other	risks	that	could	adversely	affect	our	revenues	or	financial	position."

The	number	of	antennas	that	our	towers	can	accommodate	varies	depending	on	the	tower's	location,	height,	and	structural	capacity	at	certain	wind	speeds.	An antenna's	height	on	a	tower	and	the	tower's	location	determine	the	line-of-sight	of	the	antenna	with	the	horizon	and,	coupled	with	the	specific	band	of	radio	frequency, power	and	technology	used	by	the	carrier,	determine	the	distance	a	signal	can	be	transmitted.	We	believe	that	a	significant	majority	of	our	towers	have	the	capacity	to add	additional	tenants.

Our	leases	with	wireless	communications	providers	in	the	United	States	generally	have	initial	terms	of	five	to	ten	years.	In	Mexico	and	Brazil,	our	typical	tenant leases	have	an	initial	term	of	ten	years.	In	most	cases,	our	tenant	leases	have	multiple	renewal	terms	at	the	option	of	the	tenant.	Wireless	carriers	generally	renew	their leases	with	us	because	suitable	alternative	sites	may	not	exist	or	be	available	and	repositioning	a	site	in	an	existing	carrier's	network	is	expensive	and	often	requires reconfiguring	several	other	sites	in	the	carrier's	network,	which	may	impact	the	quality	of	the	carrier's	coverage	and	may	require	the	carrier	to	obtain	other governmental	permits.	Most	of	our	tenant	leases	have	escalation	provisions	that	periodically	increase	the	rent	due

under	the	lease.	These	automatic	increases	are	typically	annual	and	are	based	on	a	fixed	percentage,	inflation	or	a	fixed	percentage	plus	inflation.

Annual	rental	payments	vary	considerably	depending	upon:

•tower	location;

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

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

•existing	tower	capacity;

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

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

•type	and	amount	of	frequency	transmitted	by	the	customer.

Broadcast	Communications	Towers.	We	are	one	of	the	largest	independent	owners	and	operators	of	broadcast	towers	in	the	United	States	and	Mexico.	We	own over	200	broadcast	towers	in	the	United	States	and	have	exclusive	rights	to	approximately	200	in	Mexico.	Broadcast	towers	generally	are	taller	and	structurally	more complex	than	wireless	communications	towers,	require	unique	engineering	skills	and	are	more	costly	to	build.	We	lease	antenna	space	on	our	broadcast	towers	primarily to	radio	and	television	broadcast	companies.	In	leasing	antenna	space,	we	generally	receive	monthly	fees	from	customers,	with	initial	lease	periods	ranging	from	ten	to twenty	years.	For	the	years	ended	December	31,	2007,	2006	and	2005,	approximately	7%	of	our	rental	and	management	segment	revenue	was	attributable	to	our broadcast	communications	towers	in	the	United	States	and	Mexico.

Distributed	Antenna	Systems.	We	are	a	leading	provider	of	in-building	neutral	host	distributed	antenna	systems	in	the	United	States,	with	approximately	150	in- building	systems	in	operation	in	retail	shopping	malls	and	casino/hotel	resorts.	We	obtain	rights	to	install	and	operate	in-building	distributed	antenna	systems	by	entering into	contracts	with	property	owners,	and	we	grant	rights	to	wireless	service	providers	to	attach	their	equipment	to	our	in-building	system	for	a	fee	under	licenses	that typically	have	an	initial	non-cancelable	term	of	at	least	ten	years.	In	2007,	we	also	started	offering	outdoor	distributed	antenna	systems	to	our	customers.	For	the	years ended	December	31,	2007,	2006	and	2005,	less	than	1%	of	our	rental	and	management	segment	revenue	was	attributable	to	our	in-building	neutral	host	distributed antenna	systems.

Rooftop	Management.	We	also	provide	management	services	to	property	owners	in	the	United	States	with	respect	to	rooftops	that	are	capable	of	hosting	wireless communications	equipment.	We	obtain	rights	to	manage	a	rooftop	by	entering	into	contracts	with	property	owners	pursuant	to	which	we	receive	a	percentage	of occupancy	or	license	fees	paid	by	the	wireless	carriers.	For	the	years	ended	December	31,	2007,	2006	and	2005,	approximately	1%	of	our	rental	and	management segment	revenue	was	attributable	to	our	managed	rooftop	sites.

# Network	Development	Services

We	offer	tower-related	services,	including	site	acquisition,	zoning	and	permitting	services	and	structural	analysis	services,	through	our	network	development services	segment.	This	segment	accounted	for	approximately	2%	of	our	total	revenues	for	the	years	ended	December	31,	2007,	2006	and	2005.

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

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

# Recent	Developments

# Growth	and	Expansion

In	2007,	we	continued	to	focus	on	our	strategy	of	growing	our	operations	using	selective	criteria	for	acquisitions	and	new	development.	During	the	year	ended December	31,	2007,	we	grew	our	communications	site	portfolio	through	acquisitions	and	construction	activities,	including	the	acquisition	of	293	towers	for	an	aggregate of	$36.9	million	and	the	construction	of	152	towers	and	installation	of	17	in-building	distributed	antenna	systems	for	an	aggregate	of	$30.7	million.	During	2007,	we also	continued	to	evaluate	opportunities	to	acquire	larger	tower	portfolios.	Based	on	our	experiences	with	our	2005	merger	with	SpectraSite,	Inc.	(as	discussed	in	note	4 to	our	consolidated	financial	statements	included	in	this	Annual	Report),	we	believe	that	we	can	effectively	acquire	and	integrate	large	numbers	of	tower	assets	into	our communications	site	portfolio.	Accordingly,	we	intend	to	continue	to	assess	and	seek	out	opportunities	for	additional	growth	in	2008.

During	2007,	we	also	took	additional	steps	to	position	ourselves	for	expansion	into	new	international	markets.	In	September	2007,	we	announced	that	we	had established	an	office	in	Delhi,	India,	and	that	we	had	hired	a	new	executive	officer	to	pursue	opportunities	to	extend	our	wireless	communications	site	leasing	business into	India	and	Southeast	Asia.	In	November	2007,	we	announced	that	we	had	hired	a	new	executive	officer	to	focus	on	international	business	development.	We	also continue	to	seek	out	opportunities	to	expand	our	existing	operations	in	Mexico	and	Brazil,	as	well	as	into	other	countries	in	Central	America	and	South	America.	We believe	that	there	are	a	number	of	markets	that	meet	our	criteria	for	international	expansion,	and	we	will	endeavor	to	expand	our	international	operations	in	2008.

# Financing	Transactions

During	the	year	ended	December	31,	2007,	we	improved	our	financial	position	by	raising	capital	to	refinance	and	repurchase	a	portion	of	our	outstanding indebtedness,	which	increased	our	flexibility	and	our	ability	to	return	value	to	our	stockholders.	Significant	transactions	included	those	set	forth	below.	For	more information	about	our	financing	transactions,	see	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial	Condition	and Results	of	Operations—Liquidity	and	Capital	Resources"	and	note	3	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

Securitization.	In	May	2007,	we	completed	a	securitization	transaction	(the	"Securitization")	involving	assets	related	to	5,295	broadcast	and	wireless communications	towers	owned	by	two	of	our	special	purpose	subsidiaries,	through	a	private	offering	of	$1.75	billion	of	Commercial	Mortgage	Pass-Through Certificates,	Series	2007-1.	We	used	the	net	proceeds	from	the	Securitization	primarily	to	repay	outstanding	indebtedness	under	our	credit	facilities	and	to	fund	a	tender offer	and	consent	solicitation	for	our	ATI	7.25%	senior	subordinated	notes	due	2011	("ATI	7.25%	Notes").

Credit	Facilities.	During	the	year	ended	December	31,	2007,	we	refinanced	our	credit	facilities,	including	the	repayment	and	termination	of	the	senior	secured credit	facilities	of	our	principal	operating	subsidiaries.	In	May	2007,	we	used	a	portion	of	the	net	proceeds	from	the	Securitization	to	repay	and	terminate	the	credit facilities	of	SpectraSite	and	to	repay	a	portion	of	the	credit	facilities	at	the	American	Tower	operating	company

("AMT	OpCo")	level.	In	June	2007,	we	implemented	our	new	$1.25	billion	senior	unsecured	revolving	credit	facility	of	American	Tower	Corporation	(the	"Revolving Credit	Facility"),	which	we	drew	down	in	part	to	repay	and	terminate	the	AMT	OpCo	credit	facilities.

7.00%	Notes	Offering.	In	October	2007,	we	completed	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	our	7.00%	senior unsecured	notes	due	2017	("7.00%	Notes").	We	used	the	net	proceeds	from	the	offering	of	the	7.00%	Notes	primarily	to	repay	outstanding	indebtedness	under	our	credit facilities.

Repurchases	and	Conversions	of	Debt	Securities.	During	the	year	ended	December	31,	2007,	we	repurchased	or	converted	approximately	$606.8	million	face amount	of	our	outstanding	debt	securities,	including	the	repurchase	of	$192.5	million	principal	amount	of	our	5.0%	convertible	notes	due	2010	("5.0%	Notes"),	the repurchase	of	$324.8	million	principal	amount	of	the	ATI	7.25%	Notes	and	the	conversion	of	$89.5	million	principal	amount	of	our	3.25%	convertible	notes	due August	15,	2012	("3.25%	Notes")	into	shares	of	our	Class	A	common	stock.

Stock	Repurchase	Programs.	During	the	year	ended	December	31,	2007,	we	continued	to	repurchase	shares	of	our	Class	A	common	stock	pursuant	to	our publicly	announced	stock	repurchase	programs.	In	February	2007,	we	completed	our	$750.0	million	stock	repurchase	program,	originally	announced	in	November 2005.	During	the	year	ended	December	31,	2007,	we	repurchased	8.8	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$351.0	million	pursuant	to	this program.	In	February	2007,	our	Board	of	Directors	approved	a	new	stock	repurchase	program	for	the	repurchase	of	up	to	$1.5	billion	of	our	Class	A	common stock	through	February	2008.	During	the	year	ended	December	31,	2007,	we	repurchased	31.1	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$1.3 billion	pursuant	to	this	program.	Subsequent	to	December	31,	2007,	we	repurchased	an	additional	4.3	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of $163.7	million	under	this	program.

In	February	2008,	our	Board	of	Directors	approved	a	new	stock	repurchase	program,	pursuant	to	which	we	are	authorized	to	purchase	up	to	an	additional	$1.5 billion	of	our	Class	A	common	stock,	as	further	described	in	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations—Liquidity	and	Capital	Resources"	and	note	13	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

# Regulatory	Matters

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

The	FCC	considers	the	construction	of	a	new	tower	or	the	addition	of	a	new	antenna	to	an	existing	site	(including	building	rooftops	and	water	towers)	to	be	a federal	undertaking	subject	to	prior	environmental	review	and	approval	under	the	National	Environmental	Policy	Act	of	1969	("NEPA"),	which	obligates	federal agencies	to	evaluate	the	environmental	impacts	of	undertakings	to	determine	whether	they	may	significantly	affect	the	environment.	The	FCC	has	issued	regulations implementing	NEPA	as	well	as	the	National	Historic	Preservation

Act	and	the	Endangered	Species	Act.	These	regulations	obligate	each	FCC	applicant	or	licensee	to	investigate	potential	environmental	and	other	effects	of	operations and	to	disclose	any	significant	impacts	in	an	environmental	assessment	prior	to	constructing	a	tower	or	adding	a	new	antenna	to	a	site.	If	a	tower	or	new	antenna	may have	a	significant	impact	on	the	environment,	FCC	approval	of	the	tower	or	antenna	could	be	significantly	delayed.

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

We	are	subject	to	local	and	county	zoning	restrictions	and	restrictive	covenants	imposed	by	local	authorities	or	community	developers.	These	regulations	vary greatly,	but	typically	require	tower	owners	and/or	licensees	to	obtain	approval	from	local	officials	or	community	standards	organizations	prior	to	tower	construction	or the	addition	of	a	new	antenna	to	an	existing	tower.	Local	zoning	authorities	and	community	residents	often	are	opposed	to	construction	in	their	communities,	which	can delay	or	prevent	new	tower	construction,	new	antenna	installation	or	site	upgrade	projects,	thereby	limiting	our	ability	to	respond	to	customer	demand.	In	addition, zoning	regulations	can	increase	costs	associated	with	new	tower	construction	and	the	addition	of	new	antennas	to	a	site.	Existing	regulatory	policies	may	adversely affect	the	associated	timing	or	cost	of	such	projects	and	additional	regulations	may	be	adopted	which	increase	delays	or	result	in	additional	costs	to	us.	These	factors could	adversely	affect	our	construction	activities	and	operations.

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

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

Under	new	FCC	rules,	our	customers	will	be	required	to	provide	backup	power	at	each	communications	site	in	their	networks,	including	for	antennas	and	other equipment	located	on	our	sites.	As	a	result,	our	customers	may	seek	to	maintain	generators	or	batteries	at	our	sites,	or	we	may	offer	to	provide	backup	power	to	our customers.	These	backup	power	supplies	are	subject	to	the	environmental	regulations	discussed	above,	which	could	impose	responsibility	and	liability	on	us	related	to the	environmental	impact	of	the	use	generators,	batteries	and	other	related	equipment	at	our	sites.

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

In	November	2005,	we	entered	into	a	Facilities	Audit	Agreement	with	the	United	States	Environmental	Protection	Agency	("EPA")	pursuant	to	the	EPA's voluntary	audit	and	disclosure	policy.	Pursuant	to	the	Facilities	Audit	Agreement,	we	audited	the	tower	sites	in	our	portfolio	as	of	July	2005	(i.e.,	legacy	American Tower	sites,	but	not	SpectraSite	sites)	for	compliance	with	the	notice	and	record-keeping	requirements	under	the	Emergency	Protection	and	Community	Right	to	Know Act	("EPCRA"),	the	Clean	Air	Act,	the	Clean	Water	Act	and	the	Resource	Conservation	and	Recovery	Act.	The	Facilities	Audit	Agreement	provides	for	stipulated penalties	for	violations	under	EPCRA	and,	for	violations	under	the	remaining	statutes,	we	will	pay	a	penalty	based	on	our	economic	benefit	of	non-compliance.	We	do not	expect	that	the	aggregate	penalties	payable	under	the	Facilities	Audit	Agreement	will	be	material	to	our	financial	condition	or	results	of	operations.

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

# Competition	and	Customer	Demand

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

Customer	demand	is	also	affected	by	the	emergence	and	growth	of	new	technologies.	Technologies	that	make	it	possible	for	wireless	carriers	to	expand	their	use of	existing	infrastructure	could	reduce	customer	demand	for	our	communications	sites.	The	increased	use	of	spectrally	efficient	air-link	technologies,	such	as	lower-rate vocoders,	which	potentially	can	relieve	some	network	capacity	problems,	could	reduce	the	demand	for	tower-based	antenna	space.

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

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

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

# Employees

As	of	December	31,	2007,	we	employed	1,124	full-time	individuals	and	consider	our	employee	relations	to	be	satisfactory.

# Available	Information

Our	Internet	website	address	is	www.americantower.com.	Information	contained	on	our	website	is	not	incorporated	by	reference	into	this	Annual	Report,	and	you should	not	consider	information	contained	on	our	website	as	part	of	this	Annual	Report.	You	may	access,	free	of	charge,	our	Annual	Reports	on	Form	10-K,	Quarterly Reports	on	Form	10-Q,	and	Current	Reports	on	Form	8-K,	plus	amendments	to	such	reports	as	filed	or	furnished	pursuant	to	Section	13(a)	or	15(d)	of	the	Securities Exchange	Act	of	1934,	as	amended	("Exchange	Act"),	through	the	Investors	portion	of	our	website	as	soon	as	reasonably	practicable	after	we	electronically	file	such material	with,	or	furnish	it	to,	the	Securities	and	Exchange	Commission	("SEC").

We	have	adopted	a	written	code	of	conduct	that	applies	to	all	of	our	employees	and	directors,	including,	but	not	limited	to,	our	principal	executive	officer, principal	financial	officer,	and	principal	accounting	officer	or	controller,	or	persons	performing	similar	functions.	The	code	of	conduct,	our	corporate	governance guidelines,	and	the	charters	of	the	audit,	compensation,	and	nominating	and	corporate	governance	committees	of	our	Board	of	Directors,	are	available	at	the	Investors portion	of	our	website.	In	the	event	we	amend,	or	provide	any	waivers	from,	the	provisions	of	our	code	of	conduct,	we	intend	to	disclose	these	events	on	our	website	as required	by	the	regulations	of	the	New	York	Stock	Exchange	and	applicable	law.

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

# ITEM	1A.				RISKFACTORS

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

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

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

•the	financial	condition	of	wireless	service	providers;

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

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

•governmental	licensing	of	spectrum;

•	 mergers	or	consolidations	among	wireless	service	providers;

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

•delays	or	changes	in	the	deployment	of	3G	or	other	technologies;

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

•technological	changes.

The	demand	for	broadcast	antenna	space	is	dependent	on	the	needs	of	television	and	radio	broadcasters.	Among	other	things,	technological	advances,	including the	development	of	satellite-delivered	radio	and	video

services,	may	reduce	the	need	for	tower-based	broadcast	transmission.	In	addition,	our	broadcast	tower	division	could	be	affected	adversely	as	a	result	of	the	shift	from analog-based	transmissions	to	digital-based	transmissions,	which	is	scheduled	to	occur	by	February	2009.

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

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

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

We	have	a	substantial	amount	of	indebtedness.	As	of	December	31,	2007,	we	had	approximately	$4.3	billion	of	consolidated	debt.	Our	substantial	level	of indebtedness	increases	the	possibility	that	we	may	be	unable	to	generate	cash	sufficient	to	pay	when	due	the	principal	of,	interest	on,	or	other	amounts	due	with	respect	to our	indebtedness.	In	addition,	we	draw	down	our	Revolving	Credit	Facility	in	the	ordinary	course,	which	has	the	effect	of	increasing	our	indebtedness.	We	are	also permitted,	subject	to	certain	restrictions	under	our	existing	indebtedness,	to	obtain	additional	long-term	debt	and	working	capital	lines	of	credit	to	meet	future	financing needs.	This	would	have	the	effect	of	increasing	our	total	leverage.

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

•impairing	our	ability	to	meet	one	or	more	of	the	financial	ratio	covenants	contained	in	our	debt	agreements	or	to	generate	cash	sufficient	to	pay	interest	or principal,	which	could	result	in	an	acceleration	of	some	or	all	of	our	outstanding	debt	and	the	loss	of	towers	subject	to	the	Securitization	in	the	event	that	an uncured	default	occurs;

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

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

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

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

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

•limiting	our	ability	to	repurchase	our	Class	A	common	stock;	and

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

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

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

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

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

# We	have	identified	a	material	weakness	in	our	internal	control	over	financial	reporting	that,	until	remediated,	could	result	in	a	material	misstatement	in	our financial	statements.

We	identified	a	material	weakness	in	our	internal	control	over	financial	reporting	because	we	failed	to	maintain	effective	controls	over	the	accounting	for	income taxes.	We	are	in	the	process	of	actively	addressing	and	remediating	this	material	weakness,	but	this	process	will	take	some	time.	Accordingly,	until	we	remediate	this weakness,	this	weakness	could	result	in	a	misstatement	of	our	tax-related	accounts	that	could	result	in	a	material	misstatement	to	our	interim	or	annual	financial statements.	If	we	are	unable	to	effectively	remediate	this	material	weakness	and	to	conclude	that	our	internal	control	over	financial	reporting	is	effective	in	any	future period,	we	could	lose	investor	confidence	in	the	accuracy	and	completeness	of	our	financial	reports,	which	could	have	an	adverse	effect	on	our	stock	price.	In	addition, we	will	incur	costs	and	expenses,	including	the	hiring	of	additional	personnel	and	expanding	technical	resources	in	the	income	tax	accounting	function,	in	connection with	remediating	this	material	weakness.	For	more	information	regarding	the	material	weakness	identified,	please	see	Item	9A	of	this	Annual	Report	under	the	caption "Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting"	and	notes	2,	9	and	16	to	our	consolidated	financial	statements	included	in	this	Annual Report.

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

As	a	result	of	our	ability	to	carry	forward	U.S.	federal	and	state	net	operating	losses	("NOLs"),	the	applicable	tax	years	remain	open	to	examination	until	three years	after	the	applicable	loss	carryforwards	have	been	used	or	expired.	We	are	currently	subject	to	a	number	of	tax	examinations	by	taxing	authorities	in	the	U.S, Mexico	and	Brazil	for	several	different	tax	years.	We	also	have	significant	deferred	tax	assets	related	to	these

NOLs	in	U.S.	federal	and	state	taxing	jurisdictions	and	in	Mexico.	We	expect	that	we	will	continue	to	be	subject	to	tax	examinations	in	the	future.	We	apply	the principles	contained	in	Financial	Accounting	Standards	Board	("FASB")	Interpretation	No.	48,	Accounting	for	Uncertainty	in	Income	Taxes-an	Interpretation	of	FASB Statement	No.	109	("FIN	48")	and	recognize	tax	benefits	of	uncertain	tax	positions	when	we	believe	the	positions	are	more	likely	than	not	of	being	sustained	upon	a challenge	by	the	relevant	tax	authority.	We	believe	our	judgments	in	this	area	are	reasonable	and	correct,	but	there	is	no	guarantee	that	we	will	be	successful	if challenged	by	a	tax	authority.	If	there	are	tax	benefits	that	we	have	recognized	under	FIN	48	that	are	challenged	successfully	by	a	taxing	authority,	we	may	be	required to	pay	additional	taxes	or	we	may	seek	to	enter	into	settlements	with	the	taxing	authorities,	which	could	require	significant	payments	or	otherwise	have	a	material adverse	effect	on	our	results	of	operations	or	financial	condition.

In	addition,	we	may	be	limited	in	our	ability	to	utilize	our	NOLs	to	offset	future	taxable	income	and	thereby	reduce	our	otherwise	payable	income	taxes.	We	have substantial	federal	and	state	NOLs,	including	significant	portions	obtained	through	acquisitions,	as	well	as	those	generated	through	our	historic	business	operations.	In addition,	we	have	disposed	of	some	entities	and	restructured	other	entities	in	conjunction	with	financing	transactions	and	other	business	activities.	We	apply	the principles	contained	in	FIN	48	to	our	NOLs	and,	to	the	extent	we	believe	that	a	position	with	respect	to	an	NOL	is	not	more	likely	than	not	to	be	sustained,	we	do	not record	the	related	deferred	tax	asset.	In	addition,	for	NOLs	that	meet	the	recognition	threshold	of	FIN	48,	we	assess	the	recoverability	of	the	NOL	and	establish	a valuation	allowance	against	the	deferred	tax	asset	related	to	the	NOL	if	recoverability	is	questionable.	Given	the	uncertainty	surrounding	the	recoverability	of	certain	of our	NOLs,	we	have	established	a	valuation	allowance	to	offset	the	related	deferred	tax	asset	so	as	to	reflect	what	we	believe	to	be	the	recoverable	portion	of	our	NOLs. Our	ability	to	utilize	our	NOLs	is	also	dependent,	in	part,	upon	us	having	sufficient	future	earnings	to	utilize	our	NOLs	before	they	expire.	If	market	conditions	change materially	and	we	determine	that	we	will	be	unable	to	generate	sufficient	taxable	income	in	the	future	to	utilize	our	NOLs,	we	could	be	required	to	record	an	additional valuation	allowance.	We	review	our	FIN	48	position	and	the	valuation	allowance	for	our	NOLs	periodically	and	make	adjustments	from	time	to	time,	which	can	result	in an	increase	or	decrease	to	the	net	deferred	tax	asset	related	to	our	NOLs.	Our	NOLs	are	also	subject	to	review	and	potential	disallowance	upon	audit	by	the	taxing authorities	of	the	jurisdictions	where	the	NOLs	were	incurred,	and	future	changes	in	tax	laws	or	interpretations	of	such	tax	laws	could	limit	materially	our	ability	to utilize	our	NOLs.	If	we	are	unable	to	use	our	NOLs	or	use	of	our	NOLs	is	limited,	we	may	have	to	make	significant	payments	or	otherwise	record	charges	or	reduce	our deferred	tax	assets,	which	could	have	a	material	adverse	effect	on	our	results	of	operations	or	financial	condition.

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

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

# Our	foreign	operations	are	subject	to	economic,	political	and	other	risks	that	could	adversely	affect	our	revenues	or	financial	position.

Our	business	operations	in	Mexico	and	Brazil,	and	our	expansion	into	additional	international	markets,	could	result	in	adverse	financial	consequences	and operational	problems	not	experienced	in	the	United	States.

For	the	year	ended	December	31,	2007,	approximately	13%	of	our	consolidated	revenues	were	generated	by	our	international	operations.	We	anticipate	that	our revenues	from	our	international	operations	may	grow	in	the	future.	Accordingly,	our	business	is	subject	to	risks	associated	with	doing	business	internationally, including:

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

•laws	and	regulations	that	restrict	repatriation	of	earnings	or	other	funds;

•expropriation	and	governmental	regulation	restricting	foreign	ownership;

•difficulty	in	recruiting	and	retaining	trained	personnel;	and

•language	and	cultural	differences.

In	addition,	we	face	risks	associated	with	changes	in	foreign	currency	exchange	rates,	including	those	arising	from	our	operations,	investments	and	financing transactions	related	to	our	international	business.	While	most	of	the	contracts	for	our	operations	in	Mexico	are	denominated	in	the	U.S.	dollar,	many	are	denominated	in the	Mexican	Peso,	and	contracts	for	our	operations	in	Brazil	are	denominated	in	the	Brazilian	Real.	We	have	not	historically	engaged	in	significant	hedging	activities relating	to	our	non-U.S.	dollar	operations,	and	we	may	suffer	future	losses	as	a	result	of	adverse	changes	in	currency	exchange	rates.

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

A	substantial	portion	of	our	total	operating	revenues	is	derived	from	a	small	number	of	customers.	For	the	year	ended	December	31,	2007:

•Six	customers	accounted	for	approximately	70%	of	our	revenues;

•	 AT&T	Mobility	accounted	for	approximately	21%	of	our	revenues;

•Sprint	Nextel	(including	Sprint	Nextel	affiliates)	accounted	for	approximately	20%	of	our	revenues;	and

•	 Verizon	Wireless	accounted	for	approximately	11%	of	our	revenues.

Our	largest	international	customer	is	Iusacell	Celular,	which	completed	its	merger	with	Unefon,	our	second	largest	customer	in	Mexico,	during	the	first	half	of 2007.	Iusacell	and	Unefon	are	under	common	control	with	TV	Azteca.	The	combined	Iusacell/Unefon	accounted	for	approximately	5%	of	our	total	revenues	for	the	year ended	December	31,	2007.	In	addition,	for	the	year	ended	December	31,	2007,	we	received	$14.2	million	in	net	interest	income	from	TV	Azteca.

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

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

In	order	to	fund	our	stock	repurchase	programs,	refinance	our	existing	indebtedness	and	fund	future	growth	and	expansion	initiatives,	we	may	need	to	raise additional	capital	through	financing	activities.	We	believe	our

cash	generated	by	operations	for	the	year	ending	December	31,	2008	will	be	sufficient	to	fund	our	cash	needs	for	operations,	capital	expenditures	and	cash	debt	service (interest	and	principal	repayments)	obligations	for	2008.	Depending	on	the	timing	and	amount	of	our	stock	repurchases,	the	excess	cash	generated	by	our	operations	and our	existing	liquidity	may	not	be	sufficient	to	fund	all	of	our	other	initiatives,	as	well	as	our	stock	repurchase	programs.	Accordingly,	we	anticipate	that	we	may	need	to obtain	additional	sources	of	capital.	Depending	on	market	conditions,	we	may	seek	to	raise	capital	through	credit	facilities	or	debt	or	equity	offerings.	However,	such additional	financing	may	be	unavailable,	may	be	prohibitively	expensive,	or	may	be	restricted	by	the	terms	of	our	outstanding	indebtedness.	If	we	are	unable	to	raise capital	when	our	needs	arise,	we	may	not	be	able	to	fund	our	stock	repurchase	programs,	refinance	our	existing	indebtedness	or	fund	future	growth	and	expansion initiatives.

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

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

# We	could	have	liability	under	environmental	laws.

Our	operations,	like	those	of	other	companies	engaged	in	similar	businesses,	are	subject	to	the	requirements	of	various	federal,	state	and	local	and	foreign environmental	and	occupational	safety	and	health	laws	and	regulations,	including	those	relating	to	the	management,	use,	storage,	disposal,	emission	and	remediation	of, and	exposure	to,	hazardous	and	non-hazardous	substances,	materials	and	wastes.	As	the	owner,	lessee	or	operator	of	many	thousands	of	real	estate	sites	underlying	our towers,	we	may	be	liable	for	substantial	costs	of	remediating	soil	and	groundwater	contaminated	by	hazardous	materials,	without	regard	to	whether	we,	as	the	owner, lessee	or	operator,	knew	of	or	were	responsible	for	the	contamination.	Many	of	these	laws	and	regulations	contain	information	reporting	and	record	keeping requirements.	We	cannot	assure	you	that	we	are	at	all	times	in	complete	compliance	with	all	environmental	requirements.	We	may	be	subject	to	potentially	significant fines	or	penalties	if	we	fail	to	comply	with	any	of	these	requirements.	The	current	cost	of	complying	with	these	laws	(including	amounts	we	expect	to	pay	the	EPA pursuant	to	the	Facilities	Audit	Agreement)	is	not	material	to	our	financial	condition	or	results	of	operations.	However,	the	requirements	of	these	laws	and	regulations are	complex,	change	frequently,	and	could	become	more	stringent	in	the	future.	It	is	possible	that	these	requirements	will	change	or	that	liabilities	will	arise	in	the	future in	a	manner	that	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.

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

Our	business,	and	that	of	our	customers,	is	subject	to	federal,	state,	local	and	foreign	regulation,	including	by	the	FAA,	the	FCC,	the	EPA	and	OSHA.	Both	the FCC	and	the	FAA	regulate	towers	used	for	wireless	communications	and	radio	and	television	broadcasting	and	the	FCC	separately	regulates	transmitting	devices operating	on	towers.	Similar	regulations	exist	in	Mexico,	Brazil	and	other	foreign	countries	regarding	wireless	communications	and	the	operation	of	communications towers.	Local	zoning	authorities	and	community	organizations	are	often	opposed	to	construction	in	their	communities	and	these	regulations	can	delay,	prevent	or increase	the	cost	of	new	tower	construction,	modifications,	additions	of	new	antennas	to	a	site,	or	site	upgrades,

thereby	limiting	our	ability	to	respond	to	customer	demands	and	requirements.	Existing	regulatory	policies	may	adversely	affect	the	associated	timing	or	cost	of	such projects	and	additional	regulations	may	be	adopted	which	increase	delays	or	result	in	additional	costs	to	us,	or	that	prevent	such	projects	in	certain	locations.	These factors	could	adversely	affect	our	operations.

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

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

# Our	competition	includes:

•national	and	regional	tower	companies;

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

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

•alternative	site	structures	(e.g.,	building	rooftops,	billboards	and	utility	poles).

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

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

Our	real	property	interests	relating	to	our	towers	consist	primarily	of	leasehold	and	sub-leasehold	interests,	fee	interests,	easements,	licenses	and	rights-of-way.	A loss	of	these	interests	at	a	particular	tower	site	may	interfere	with	our	ability	to	operate	a	tower	and	generate	revenues.	For	various	reasons,	we	may	not	always	have	the ability	to	access,	analyze	and	verify	all	information	regarding	titles	and	other	issues	prior	to	completing	an	acquisition	of	communications	sites,	which	can	affect	our rights	to	access	and	operate	a	site.	From	time	to	time	we	also	experience	disputes	with	landowners	regarding	the	terms	of	ground	agreements	for	land	under	a	tower, which	can	affect	our	ability	to	access	and	operate	a	tower	site.	Further,	for	various	reasons,	landowners	may	not	want	to	renew	their	ground	agreements	with	us,	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	84%	of	the	communications	sites	in	our	portfolio	as	of	December	31,	2007	are	located	on	land	we	do	not	own.	Approximately	87%	of	the	ground agreements	for	these	sites	have	a	final	expiration	date	of	2017	and	beyond.	Our	inability	to	protect	our	rights	to	the	land	under	our	towers	may	have	a	material	adverse effect	on	us.

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

Our	communications	site	portfolio	includes	towers	that	we	operate	pursuant	to	lease	and	sublease	agreements	that	include	a	purchase	option	at	the	end	of	each lease	period.	If	we	are	unable	or	choose	not	to	exercise	our	rights	to	purchase	towers	under	these	agreements	at	the	end	of	the	applicable	period,	our	cash	flows	derived from	such	towers	would	be	eliminated.	For	example,	our	SpectraSite	subsidiary	has	entered	into	lease	or	sublease	agreements	with	affiliates	of	SBC	Communications,	a predecessor	entity	to	AT&T	Mobility,	with	respect	to	approximately	2,500	towers	pursuant	to	which	SpectraSite	has	the	option	to	purchase	the	sites	upon	the

expiration	of	the	lease	or	sublease	beginning	in	2013.	The	aggregate	purchase	option	price	for	the	AT&T	Mobility	towers	was	approximately	$341.2	million	as	of December	31,	2007,	and	will	accrete	at	a	rate	of	10%	per	year	to	the	applicable	expiration	of	the	lease	or	sublease	of	a	site.	In	addition,	we	have	entered	into	a	similar agreement	with	ALLTEL	Communications,	Inc.	("ALLTEL")	with	respect	to	approximately	1,800	towers,	for	which	we	have	an	option	to	purchase	the	sites	upon	the expiration	of	the	lease	or	sublease	beginning	in	2016.	The	aggregate	purchase	option	price	for	the	ALLTEL	towers	was	approximately	$59.6	million	as	of	December	31, 2007,	and	will	accrete	at	a	rate	of	3%	per	year	through	the	expiration	of	the	lease	or	sublease	period.	At	ALLTEL's	option,	at	the	expiration	of	the	sublease	period,	the purchase	price	will	be	payable	in	cash	or	with	769	shares	of	our	Class	A	common	stock	per	tower.	We	may	not	have	the	required	available	capital	to	exercise	our	right to	purchase	these	or	other	leased	or	subleased	towers	at	the	end	of	the	applicable	period.	Even	if	we	do	have	available	capital,	we	may	choose	not	to	exercise	our	right	to purchase	such	towers	for	business	or	other	reasons.	In	the	event	that	we	do	not	exercise	these	purchase	rights,	or	are	otherwise	unable	to	acquire	an	interest	that	would allow	us	to	continue	to	operate	these	towers	after	the	applicable	period,	we	will	lose	the	cash	flows	derived	from	such	towers,	which	may	have	a	material	adverse	effect on	our	business.	In	the	event	that	we	decide	to	exercise	these	purchase	rights,	the	benefits	of	the	acquisitions	of	such	towers	may	not	exceed	the	associated	acquisition, compliance	and	integration	costs,	and	our	financial	results	could	be	adversely	affected.

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

Our	towers	are	subject	to	risks	associated	with	natural	disasters,	such	as	ice	and	wind	storms,	tornadoes,	floods,	hurricanes	and	earthquakes,	as	well	as	other unforeseen	damage.	Any	damage	or	destruction	to	our	towers	as	a	result	of	these	or	other	risks	would	impact	our	ability	to	provide	services	to	our	customers	and	could impact	our	results	of	operation	and	financial	condition.	For	example,	as	a	result	of	the	severe	hurricane	activity	in	2005,	approximately	25	of	our	broadcast	and	wireless communications	sites	in	the	southeastern	United	States	and	Mexico	suffered	material	damage	and	many	more	suffered	lesser	damage.	While	we	maintain	insurance, including	business	interruption	insurance,	for	our	towers	against	these	risks,	we	may	not	have	adequate	insurance	to	cover	the	associated	costs	of	repair	or reconstruction.	Further,	such	business	interruption	insurance	may	not	adequately	cover	all	of	our	lost	revenues,	including	potential	revenues	from	new	tenants	that	could have	been	added	to	our	towers	but	for	the	damage.	If	we	are	unable	to	provide	services	to	our	customers	as	a	result	of	damage	to	our	towers,	it	could	lead	to	customer loss,	resulting	in	a	corresponding	adverse	effect	on	our	business,	results	of	operations	and	financial	condition.

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

Public	perception	of	possible	health	risks	associated	with	cellular	and	other	wireless	communications	media	could	slow	the	growth	of	wireless	companies,	which could	in	turn	slow	our	growth.	In	particular,	negative	public	perception	of,	and	regulations	regarding,	these	perceived	health	risks	could	slow	the	market	acceptance	of wireless	communications	services	and	increase	opposition	to	the	development	and	expansion	of	tower	sites.	The	potential	connection	between	radio	frequency	emissions and	certain	negative	health	effects	has	been	the	subject	of	substantial	study	by	the	scientific	community	in	recent	years,	and	numerous	health-related	lawsuits	have	been filed	against	wireless	carriers	and	wireless	device	manufacturers.	If	a	scientific	study	or	court	decision	resulted	in	a	finding	that	radio	frequency	emissions	posed	health risks	to	consumers,	it	could	negatively	impact	the	market	for	wireless	services,	as	well	as	our	wireless	carrier	customers,	which	would	adversely	affect	our	operations, costs	and	revenues.	We	do	not	maintain	any	significant	insurance	with	respect	to	these	matters.

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

In	May	2006,	we	announced	that	our	Board	of	Directors	had	established	a	special	committee	of	independent	directors	to	conduct	a	review	of	our	stock	option granting	practices	and	related	accounting.	Subsequent	to	the

formation	of	the	special	committee,	we	received	an	informal	letter	of	inquiry	from	the	SEC,	a	subpoena	from	the	office	of	the	United	States	Attorney	for	the	Eastern District	of	New	York,	information	document	requests	from	the	Internal	Revenue	Service	and	requests	for	information	from	the	Department	of	Labor,	each	requesting documents	and	information	related	to	our	stock	option	grants	and	practices.	We	are	cooperating	with	these	governmental	authorities	to	provide	the	requested	documents and	information.	These	governmental	proceedings	are	ongoing,	and	the	time	period	necessary	to	resolve	these	proceedings	is	uncertain	and	could	require	significant additional	management	and	financial	resources.	Significant	legal	and	accounting	expenses	related	to	these	matters	have	been	incurred	to	date,	and	we	will	continue	to incur	expenses	in	the	future.	Depending	on	the	outcomes	of	these	proceedings,	we	and	members	of	our	senior	management	could	be	subject	to	regulatory	fines, penalties,	enforcement	actions	or	other	liability,	which	could	have	a	material	adverse	impact	on	our	financial	condition	and	results	of	operations	and	liquidity.	In addition,	as	a	result	of	the	special	committee's	findings,	we	restated	our	historical	financial	statements	to,	among	other	things,	record	changes	for	stock-based compensation	expense	(and	related	tax	effects)	relating	to	certain	past	stock	option	grants.

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

We	and	certain	current	and	former	directors	and	officers	are	defendants	in	a	purported	federal	securities	class	action	and	two	consolidated	shareholder	derivative actions	relating	to	our	historical	stock	option	granting	practices	and	related	accounting.	In	December	2007,	we	announced	that	we	had	reached	a	settlement	in	principle regarding	the	class	action.	The	settlement,	which	was	preliminarily	approved	by	the	court	in	February	2008,	provides	for	a	payment	by	us	of	$14	million	and	would	lead to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	We	have	reached	agreements	with	our	insurers	related	to	the	settlement,	pursuant	to	which	we	expect	to receive	approximately	$12.5	million	in	insurance	proceeds.	We	will	satisfy	our	obligations	under	the	settlement	agreement	by	making	the	required	payment	to	an	escrow account	controlled	by	the	plaintiffs.	However,	the	settlement	will	not	be	final	until	the	court	disposes	of	any	objections	to,	or	appeals	of,	the	settlement	by	members	of the	plaintiff	class.	The	consolidated	shareholder	derivative	actions	filed	in	Massachusetts	state	court	and	in	federal	district	court	in	Massachusetts	were	dismissed	in October	2007	and	February	2008,	respectively.	The	decision	of	the	Massachusetts	state	court	has	since	been	appealed	by	the	plaintiffs.	If	the	appeal	is	successful	or	the class	action	settlement	is	overturned,	then	the	litigation	would	continue.	In	those	circumstances,	the	outcomes	of	the	class	action	and	derivative	actions	could	not	be predicted	by	us	with	certainty	and	are	dependent	upon	many	factors	beyond	our	control.	If	these	actions	are	successful,	however,	they	could	have	a	material	adverse impact	on	our	financial	position,	results	of	operations	and	liquidity.	These	matters	and	any	other	related	lawsuits	that	may	be	filed	could	also	result	in	substantial	costs	to us	and	a	diversion	of	our	management's	attention	and	resources,	which	could	have	a	negative	impact	on	our	financial	condition	and	results	of	operations.	For	more information	regarding	the	litigation	related	to	our	historical	stock	option	granting	practices,	please	see	"Legal	Proceedings"	below	and	note	9	to	our	consolidated financial	statements	included	in	this	Annual	Report.

# ITEM	1B.				UNRESOLVED	STAFF	COMMENTS

None.

# ITEM	2.				PROPERTIES

Our	principal	offices	are	located	in	Boston,	Southborough	and	Woburn,	Massachusetts;	Atlanta,	Georgia;	Cary,	North	Carolina;	Mexico	City,	Mexico;	and	Sao Paulo,	Brazil.	Details	of	each	of	these	offices	are	provided	below:

| Location | Function | Size	(square	feet) | Property	Interest |
| :--- | :--- | :--- | :--- |
| Boston,\tMA | Corporate\tHeadquarters,\tUS\tTower\tDivision\tHeadquarters\tand\tAmerican | 19,600 | Leased |
|  | Tower\tInternational\tHeadquarters |  |  |
| Southborough,\tMA | Information\tTechnology\tData\tCenter | 13,900 | Leased |
| Woburn,\tMA | US\tTower\tDivision,\tLease\tAdministration,\tSite\tLeasing\tManagement\tand | 57,800 | Owned(1) |
|  | Broadcast\tDivision\tHeadquarters |  |  |
| Atlanta,\tGA | US\tTower\tDivision,\tAccounting\tServices\tHeadquarters | 21,400 | Leased |
| Cary,\tNorth\tCarolina | US\tTower\tDivision,\tNew\tSite\tDevelopment,\tSite\tOperations\tand\tStructural | 17,500 | Leased |
|  | Engineering\tServices\tHeadquarters |  |  |
| Mexico\tCity,\tMexico | Mexico\tHeadquarters | 11,000 | Leased |
| Sao\tPaulo,\tBrazil | Brazil\tHeadquarters | 5,200 | Leased |

(1) The	facility	in	Woburn	contains	a	total	of	163,000	square	feet	of	space.	Approximately	57,100	square	feet	of	space	is	occupied	by	our	lease	administration	office and	our	broadcast	division,	and	we	lease	the	remaining	space	to	unaffiliated	tenants.

In	addition	to	the	principal	offices	set	forth	above,	we	maintain	15	regional	area	offices	in	the	United	States	through	which	we	operate	our	tower	leasing	and services	businesses.	We	believe	that	our	owned	and	leased	facilities	are	suitable	and	adequate	to	meet	our	anticipated	needs.	We	have	also	established	an	office	in	Delhi, India	to	pursue	business	opportunities	in	India	and	Southeast	Asia,	and	we	have	an	international	business	development	group	based	in	London,	England.

Our	interests	in	our	communications	sites	are	comprised	of	a	variety	of	ownership	interests,	including	leases	created	by	long-term	ground	lease	agreements, easements,	licenses	or	rights-of-way	granted	by	government	entities.	Pursuant	to	the	loan	agreement	for	the	Securitization,	the	tower	sites	subject	to	the	Securitization	are subject	to	mortgages,	deeds	of	trust	and	deeds	to	secure	the	loan.	A	typical	tower	site	consists	of	a	compound	enclosing	the	tower	site,	a	tower	structure,	and	one	or	more equipment	shelters	that	house	a	variety	of	transmitting,	receiving	and	switching	equipment.	There	are	three	principal	types	of	towers:	guyed,	self-supporting	lattice,	and monopole.

•	 A	guyed	tower	includes	a	series	of	cables	attaching	separate	levels	of	the	tower	to	anchor	foundations	in	the	ground.	A	guyed	tower	can	reach	heights	of	up to	2,000	feet.	A	guyed	tower	site	for	a	typical	broadcast	tower	can	consist	of	a	tract	of	land	of	up	to	20	acres.

•	 A	lattice	tower	typically	tapers	from	the	bottom	up	and	usually	has	three	or	four	legs.	A	lattice	tower	can	reach	heights	of	up	to	1,000	feet.	Depending	on the	height	of	the	tower,	a	lattice	tower	site	for	a	wireless	communications	tower	can	consist	of	a	tract	of	land	of	10,000	square	feet	for	a	rural	site	or	less than	2,500	square	feet	for	a	metropolitan	site.

•	 A	monopole	is	a	tubular	structure	that	is	used	primarily	to	address	space	constraints	or	aesthetic	concerns.	Monopoles	typically	have	heights	ranging	from 50	to	200	feet.	A	monopole	tower	site	of	the	kind	typically	used	in	metropolitan	areas	for	a	wireless	communications	tower	can	consist	of	a	tract	of	land	of less	than	2,500	square	feet.

Of	the	approximately	22,800	communications	sites	in	our	portfolio	as	of	December	31,	2007,	approximately	84%	are	located	on	land	we	do	not	own.	Ground agreements	for	land	underlying	our	towers	generally	have	an	initial	term	of	five	years	with	three	or	four	additional	automatic	renewal	periods	of	five	years,	for	a	total	of twenty	to	twenty-five	years.	As	a	result,	approximately	87%	of	the	ground	agreements	for	our	sites	have	a	final	expiration	date	of	2017	and	beyond.

# ITEM	3.				LEGAL	PROCEEDINGS

As	previously	reported,	our	wholly	owned	subsidiary,	Verestar,	Inc.	("Verestar"),	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws	in December	2003	in	the	U.S.	Bankruptcy	Court	for	the	Southern	District	of	New	York	("Bankruptcy	Court").	In	June	2004,	the	Bankruptcy	Court	approved	a	stipulation between	Verestar	and	the	Official	Committee	of	Unsecured	Creditors	appointed	in	the	bankruptcy	proceeding	(the	"Committee")	that	permitted	the	Committee	to	file claims	against	us	and/or	our	affiliates	on	behalf	of	Verestar.	In	connection	therewith,	in	July	2005,	the	Committee	filed	a	complaint	in	the	U.S.	District	Court	for	the Southern	District	of	New	York	against	us	and	certain	of	our	and	Verestar's	current	and	former	officers,	directors	and	advisors,	and	also	filed	a	complaint	in	the Bankruptcy	Court	against	us.	The	cases	were	consolidated,	and	in	September	2006,	the	Bankruptcy	Court	approved	the	parties'	decision	to	mediate	the	Verestar bankruptcy	proceedings	and	related	litigation	and	stayed	all	aspects	of	the	case	pending	the	completion	of	mediation.	In	July	2007,	we	participated	in	mediation	with	the Committee	and	reached	agreement	on	terms	for	a	proposed	settlement.	In	October	2007,	we	finalized	a	settlement	agreement	with	the	Committee,	pursuant	to	which	we agreed	to	pay	$32.0	million	and	the	parties	agreed	to	a	mutual	release	of	all	claims	existing	prior	to	the	execution	of	the	settlement	agreement.	The	release	of	claims applies	to	all	of	the	defendants,	including	us,	as	well	as	our	and	Verestar's	current	and	former	officers,	directors	and	advisors	named	in	the	litigation.	In	November	2007, following	approval	by	the	Bankruptcy	Court,	the	settlement	agreement	became	effective,	and	the	litigation	was	dismissed.	We	paid	the	$32.0	million	settlement	amount in	November	2007	and	are	in	discussions	with	our	insurers	concerning	the	amount	of	their	contribution	to	the	settlement.

In	addition,	we	are	subject	to	a	number	of	pending	legal	and	governmental	proceedings	regarding	our	historical	stock	option	granting	practices	and	related accounting,	as	set	forth	below.

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

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

On	May	26,	2006,	a	securities	class	action	was	filed	in	United	States	District	Court	for	the	District	of	Massachusetts	against	us	and	certain	of	our	current	officers by	John	S.	Greenebaum	for	monetary	relief.	Specifically,	the	complaint	named	us,	James	D.	Taiclet,	Jr.	and	Bradley	E.	Singer	as	defendants	and	alleged	that	the defendants	violated	federal	securities	laws	in	connection	with	public	statements	made	relating	to	our	stock	option	practices	and	related	accounting.	The	complaint asserted	claims	under	Sections	10(b)	and	20(a)	of	the	Exchange	Act	and	SEC	Rule	10b-5.	In	December	2006,	the	court	appointed	the	Steamship	Trade	Association- International	Longshoreman's	Association	Pension	Fund	as	the	lead	plaintiff.	In	March	2007,	plaintiffs	filed	an	amended	consolidated	complaint,	which	included additional	current	and	former	officers	and	directors	of	the	Company	as	defendants.	In	December	2007,	we	announced	that	we	had	reached	a	settlement	in	principle regarding	the	securities	class	action.	The	settlement,	which	was	preliminarily	approved	by	the	court	in

February	2008,	provides	for	a	payment	by	us	of	$14.0	million	and	would	lead	to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	We	have	reached agreements	with	our	insurers	related	to	the	settlement,	pursuant	to	which	we	expect	to	receive	approximately	$12.5	million	in	insurance	proceeds.	We	will	satisfy	our obligations	under	the	settlement	agreement	by	making	the	required	payment	to	an	escrow	account	controlled	by	the	plaintiffs.	We	expect	to	pay	the	settlement	amount, and	receive	the	associated	insurance	proceeds,	in	the	first	half	of	2008.

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

On	June	13,	2006,	June	22,	2006	and	August	23,	2006,	three	shareholder	derivative	lawsuits	were	filed	in	United	States	District	Court	for	the	District	of Massachusetts	by	New	South	Wales	Treasury	Corporation,	as	Trustee	for	the	Alpha	International	Managers	Trust,	Frank	C.	Kalil	and	Don	Holland,	and	Leslie	Cramer, respectively.	The	lawsuits	were	filed	against	certain	of	our	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties,	waste	of	corporate	assets, gross	mismanagement	and	unjust	enrichment	in	connection	with	our	historical	stock	option	granting	practices.	The	lawsuits	also	named	us	as	a	nominal	defendant.	In December	2006,	the	court	consolidated	these	three	lawsuits	and	appointed	New	South	Wales	Treasury	Corporation	as	the	lead	plaintiff.	In	February	2007,	the	plaintiffs filed	an	amended	consolidated	complaint.	In	February	2008,	the	court	dismissed	the	complaint	due	to	the	plaintiffs'	failure	to	make	a	demand	on	our	Board	of	Directors before	initiating	their	lawsuits.	In	December	2007,	the	plaintiffs	also	made	a	demand	on	our	Board	of	Directors,	which	is	being	assessed	by	a	special	litigation	committee of	our	Board	of	Directors.

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

In	August	2007,	we	received	a	request	for	information	from	the	Department	of	Labor	with	respect	to	our	retirement	savings	plan,	including	documents	related	to our	historical	stock	option	grants	and	our	historical	stock	option	administrative	practices,	in	particular	materials	related	to	certain	stock	options	granted	between	2005 and	2007.	We	have	provided	documents	and	information	in	response	to	the	request	and	continue	to	cooperate	with	the	Department	of	Labor	in	this	matter.

As	discussed	in	Item	1	of	this	Annual	Report	under	the	caption	"Regulatory	Matters,"	we	entered	into	a	Facilities	Audit	Agreement	with	the	EPA	that	provides	for payment	of	penalties	as	a	result	of	non-compliance	with	certain	notice	and	record-keeping	requirements.	We	do	not	expect	that	the	aggregate	penalties	payable	under	the Facilities	Audit	Agreement	will	be	material	to	our	financial	condition	or	results	of	operations.

We	periodically	become	involved	in	various	claims	and	lawsuits	that	are	incidental	to	our	business.	In	the	opinion	of	management,	after	consultation	with counsel,	other	than	the	litigation	discussed	above	and	in	note	9	to	our	consolidated	financial	statements	included	in	this	Annual	Report	related	to	our	historical	stock option	granting	practices,	there	are	no	matters	currently	pending	that	would,	in	the	event	of	an	adverse	outcome,	have	a	material	impact	on	our	consolidated	financial position,	results	of	operations	or	liquidity.

# ITEM	4.				SUBMISSION	OF	MATTERS	TO	A	VOTE	OF	SECURITY	HOLDERS

# PART	II

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

The	following	table	presents	reported	quarterly	high	and	low	per	share	sale	prices	of	our	Class	A	common	stock	on	the	New	York	Stock	Exchange	("NYSE")	for the	years	2007	and	2006.

| 2007 | High | Low |
| :--- | :--- | :--- |
| Quarter\tended\tMarch\t31 | $41.31 | $ 36.63 |
| Quarter\tended\tJune\t30 | 43.84 | 37.64 |
| Quarter\tended\tSeptember\t30 | 45.45 | 36.34 |
| Quarter\tended\tDecember\t31 | 46.53 | 40.08 |

| 2006 | High | Low |
| :--- | :--- | :--- |
| Quarter\tended\tMarch\t31 | $32.68 | $ 26.66 |
| Quarter\tended\tJune\t30 | 35.75 | 27.35 |
| Quarter\tended\tSeptember\t30 | 36.92 | 29.98 |
| Quarter\tended\tDecember\t31 | 38.74 | 35.21 |

On	February	29,	2008,	the	closing	price	of	our	Class	A	common	stock	was	$38.44	per	share	as	reported	on	the	NYSE.	As	of	February	29,	2008,	we	had 395,748,826	outstanding	shares	of	Class	A	common	stock	and	528	registered	holders.

# Dividends

We	have	never	paid	a	dividend	on	any	class	of	our	common	stock.	We	anticipate	that	we	may	retain	future	earnings,	if	any,	to	fund	the	development	and	growth of	our	business.	The	indentures	governing	our	7.50%	senior	notes	due	2012	("7.50%	Notes")	and	our	7.125%	senior	notes	due	2012	("7.125%	Notes")	may	prohibit	us from	paying	dividends	to	our	stockholders	unless	we	satisfy	certain	financial	covenants.

The	loan	agreement	for	our	Revolving	Credit	Facility	and	the	indentures	governing	the	terms	of	our	7.50%	Notes	and	7.125%	Notes	contain	covenants	that restrict	our	ability	to	pay	dividends	unless	certain	financial	covenants	are	satisfied.	In	addition,	while	SpectraSite	and	its	subsidiaries	are	classified	as	unrestricted subsidiaries	under	the	indentures	for	our	7.50%	Notes	and	7.125%	Notes,	certain	of	SpectraSite's	subsidiaries	are	subject	to	restrictions	on	the	amount	of	cash	that	they can	distribute	to	us	under	the	loan	agreement	related	to	our	Securitization.	For	more	information	about	the	restrictions	under	the	loan	agreement	for	the	Revolving	Credit Facility,	our	notes	indentures	and	the	loan	agreement	related	to	the	Securitization,	see	Item	7	of	this	Annual	Report	under	the	caption	"Management's	Discussion	and Analysis	of	Financial	Condition	and	Results	of	Operations—Liquidity	and	Capital	Resources—Factors	Affecting	Sources	of	Liquidity"	and	note	3	to	our	consolidated financial	statements	included	in	this	Annual	Report.

# Performance	Graph

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

The	following	graph	compares	the	cumulative	total	stockholder	return	on	our	Class	A	common	stock	with	the	cumulative	total	return	of	the	S&P	500	Index,	the Russell	Midcap	Index	and	the	Dow	Jones	US	Telecommunications	Equipment	Index.	The	performance	graph	assumes	that	on	December	31,	2002,	$100	was	invested	in each	of	our	Class	A	common	stock,	the	S&P	500	Index,	the	Russell	Midcap	Index	and	the	Dow	Jones	US	Telecommunications	Equipment	Index.	The	cumulative	return shown	in	the	graph	assumes	reinvestment	of	all	dividends.	The	performance	of	our	Class	A	common	stock	reflected	below	is	not	necessarily	indicative	of	future performance.

|  | 12/31/2002 | 12/31/2003 | 12/31/2004 | 12/30/2005 | 12/29/2006 | 12/30/2007 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| American\tTower\tCorporation | $100.00 | $306.52 | $521.25 | $767.71 | $1,059.09 | $1,206.80 |
| S&amp;P\t500\tIndex | 100.00 | 128.68 | 142.69 | 149.70 | 173.34 | 182.87 |
| Russell\tMidCap\tIndex | 100.00 | 140.06 | 168.38 | 189.68 | 218.63 | 230.87 |
| Dow\tJones\tUS\tTelecommunications\tEquipment\tIndex | 100.00 | 180.18 | 187.06 | 189.66 | 220.88 | 228.12 |

# Recent	Sales	of	Unregistered	Securities

During	the	three	months	ended	December	31,	2007,	we	issued	an	aggregate	of	32,820	shares	of	our	Class	A	common	stock	upon	the	exercise	of	4,580	warrants assumed	in	our	merger	with	SpectraSite,	Inc.	In	August	2005,

in	connection	with	the	merger,	we	assumed	approximately	1.0	million	warrants	to	purchase	shares	of	SpectraSite,	Inc.	common	stock.	Upon	completion	of	the	merger, each	warrant	to	purchase	shares	of	SpectraSite,	Inc.	common	stock	automatically	converted	into	a	warrant	to	purchase	7.15	shares	of	Class	A	common	stock	at	an exercise	price	of	$32	per	warrant.	Net	proceeds	from	these	warrant	exercises	were	$146,880.	The	shares	were	issued	in	reliance	on	the	exemption	from	registration	set forth	in	Sections	3(a)(9)	and	3(a)(10)	of	the	Securities	Act	of	1933,	as	amended,	and	Section	1145	of	the	United	States	Code.	No	underwriters	were	engaged	in connection	with	such	issuances.

During	the	three	months	ended	December	31,	2007,	we	issued	an	aggregate	of	14,091	shares	of	our	Class	A	common	stock	upon	the	exercise	of	1,000	warrants. The	warrants	were	originally	issued	in	January	2003	as	part	of	an	offering	of	808,000	units,	each	consisting	of	$1,000	principal	amount	at	maturity	of	ATI	12.25%	senior subordinated	discount	notes	due	2008	("ATI	12.25%	Notes")	and	a	warrant	to	purchase	14.0953	shares	of	our	Class	A	common	stock.	The	warrants	have	an	exercise price	of	$0.01	per	share	and	will	expire	on	August	1,	2008.	These	warrants	were	exercised	pursuant	to	a	cashless	net	exercise	pursuant	to	the	warrant	agreement,	and	as	a result,	there	were	no	net	proceeds	from	these	warrant	exercises.	The	shares	were	issued	in	reliance	on	the	exemption	from	registration	set	forth	in	Sections	3(a)(9)	and 3(a)(10)	of	the	Securities	Act	of	1933,	as	amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.

During	the	three	months	ended	December	31,	2007,	we	issued	an	aggregate	of	48	shares	of	our	Class	A	common	stock	upon	conversion	of	$1,000	principal amount	of	our	3.00%	convertible	notes	due	August	15,	2012	("3.00%	Notes").	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.00%	Notes	receive	48.7805	shares of	our	Class	A	common	stock	for	every	$1,000	principal	amount	of	notes	converted.	All	shares	were	issued	in	reliance	on	the	exemption	from	registration	set	forth	in Section	3(a)(9)	of	the	Securities	Act	of	1933,	as	amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.

During	the	three	months	ended	December	31,	2007,	we	issued	an	aggregate	of	1,349,832	shares	of	our	Class	A	common	stock	upon	conversion	of	$16.5	million principal	amount	of	our	3.25%	Notes.	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.25%	Notes	receive	81.808	shares	of	our	Class	A	common	stock	for	every $1,000	principal	amount	of	notes	converted.	All	shares	were	issued	in	reliance	on	the	exemption	from	registration	set	forth	in	Section	3(a)(9)	of	the	Securities	Act	of 1933,	as	amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.	In	connection	with	the	conversion,	we	paid	an	aggregate	of	$0.5	million,	calculated based	on	the	accrued	and	unpaid	interest	on	the	notes	and	the	discounted	value	of	the	future	interest	payments	on	the	notes.

Subsequent	to	December	31,	2007,	we	issued	unregistered	shares	of	our	Class	A	common	stock	pursuant	to	warrant	exercises	and	conversions	of	convertible notes,	as	set	forth	in	Item	9B	of	this	Annual	Report	under	the	caption	"Other	Information."

# Issuer	Purchases	of	Equity	Securities

During	the	three	months	ended	December	31,	2007,	we	repurchased	8,895,570	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$385.1	million	pursuant to	the	$1.5	billion	stock	repurchase	program	publicly	announced	in	February	2007,	as	follows:

| Period | Total	Number<br>of	Shares<br>Purchased(1) | Average<br>Price	Paid<br>per	Share | Total	Number	of	Shares<br>Purchased	as	Part	of	Publicly<br>Announced	Plans	or	Programs | Approximate	Dollar	Value	of	Shares<br>that	May	Yet	be	Purchased	Under<br>the	Plans	or	Programs |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tmillions) |
| October\t2007 | 3,493,426 | $43.30 | 3,493,426 | $449.9 |
| November\t2007 | 2,891,719 | $44.16 | 2,891,719 | $322.2 |
| December\t2007 | 2,510,425 | $44.20 | 2,510,425 | $216.2 |
| Total\tFourth\tQuarter | 8,895,570 | $43.27 | 8,895,570 | $216.2 |

(1) Issuer	repurchases	pursuant	to	the	$1.5	billion	stock	repurchase	program	publicly	announced	in	February	2007.	Under	this	program,	our	management	was authorized	through	February	2008	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	typically	made 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.

Subsequent	to	December	31,	2007,	we	repurchased	4.3	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$163.7	million	pursuant	to	this	program.

In	February	2008,	our	Board	of	Directors	approved	a	new	stock	repurchase	program,	pursuant	to	which	we	are	authorized	to	purchase	up	to	an	additional	$1.5 billion	of	our	Class	A	common	stock.	Purchases	under	this	stock	repurchase	program	are	subject	to	us	having	available	cash	to	fund	repurchases,	as	further	described	in Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors—We	anticipate	that	we	may	need	additional	financing	to	fund	our	stock	repurchase	programs,	to refinance	our	existing	indebtedness	and	to	fund	future	growth	and	expansion	initiatives"	and	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."

# ITEM	6. SELECTED	FINANCIAL	DATA

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

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

Year-to-year	comparisons	are	significantly	affected	by	our	acquisitions,	dispositions	and,	to	a	lesser	extent,	construction	of	towers.	Our	August	2005	merger	with SpectraSite,	Inc.	(as	discussed	in	note	4	to	our	consolidated	financial	statements	included	in	this	Annual	Report)	significantly	impacts	the	comparability	of	reported results	between	periods.

|  | 2007 | 2006 | 2005 | 2004 | 2003 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Statements\tof\tOperations\tData: |  |  |  |  |  |
| Revenues: |  |  |  |  |  |
| Rental\tand\tmanagement | $1,425,975 | $1,294,068 | $929,762 | $684,422 | $619,697 |
| Network\tdevelopment\tservices | 30,619 | 23,317 | 15,024 | 22,238 | 12,796 |
| Total\toperating\trevenues | \t 1,456,594 | \t 1,317,385 | 944,786 | 706,660 | 632,493 |
| Operating\texpenses: |  |  |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |  |
| Rental\tand\tmanagement | 343,450 | 332,246 | 247,781 | 195,242 | 192,380 |
| Network\tdevelopment\tservices | 16,172 | 11,291 | 8,346 | 16,220 | 7,419 |
| Depreciation,\tamortization\tand\taccretion | 522,928 | 528,051 | 411,254 | 329,449 | 330,414 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense | 186,483 | 159,324 | 108,059 | 83,094 | 83,492 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger |  |  |  |  |  |
| related\texpense | 9,198 | 2,572 | 34,232 | 23,876 | 31,656 |
| Total\toperating\texpenses | \t 1,078,231 | \t 1,033,484 | 809,672 | 647,881 | 645,361 |
| Operating\tincome\t(loss) | 378,363 | 283,901 | 135,114 | 58,779 | (12,868) |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,207 | 14,208 | 14,232 | 14,316 | 14,222 |
| Interest\tincome | 10,848 | 9,002 | 4,402 | 4,844 | 5,255 |
| Interest\texpense | (235,824) | (215,643) | (222,419) | (262,237) | (279,783) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (35,429) | (27,223) | (67,110) | (138,016) | (46,197) |
| Other\tincome\t(expense) | 20,675 | 6,619 | 227 | (2,798) | (8,598) |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\t(loss)\ton\tequity |  |  |  |  |  |
| method\tinvestments | 152,840 | 70,864 | (135,554) | (325,112) | (327,969) |
| Income\ttax\t(provision)\tbenefit | (59,809) | (41,768) | (5,714) | 83,338 | 85,567 |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (338) | (784) | (575) | (2,366) | (3,703) |
| Income\t(loss)\ton\tequity\tmethod\tinvestments | 19 | 26 | (2,078) | (2,915) | (21,221) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tbefore\tcumulative\teffect\tof\tchange\tin\naccounting\tprinciple | $92,712 | $28,338 | $(143,921) | $(247,055) | $(267,326) |
| Basic\tand\tdiluted\tincome\t(loss)\tper\tcommon\tshare\tfrom\tcontinuing\toperations\nbefore\tcumulative\teffect\tof\tchange\tin\taccounting\tprinciple(1) | $0.22 | $0.06 | $(0.47) | $(1.10) | $(1.28) |
| Weighted\taverage\tcommon\tshares\toutstanding(1)\nBasic | 413,167 | 424,525 | 302,510 | 224,336 | 208,098 |
| Diluted | 426,079 | 436,217 | 302,510 | 224,336 | 208,098 |
| Other\tOperating\tData: |  |  |  |  |  |
| Ratio\tof\tearnings\tto\tfixed\tcharges(2) | 1.50x | 1.25x | — | — | — |

|  | 2007 | 2006 | 2005 | 2004 | 2003 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tthousands) |  |  |
| Balance\tSheet\tData: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents\t(including\trestricted\tcash\tand\tinvestments)(3) | $86,807 | $281,264 | $112,701 | $215,557 | $275,501 |
| Property\tand\tequipment,\tnet | \t 3,045,186 | \t 3,218,124 | \t 3,460,526 | \t 2,273,356 | \t 2,483,324 |
| Total\tassets | \t 8,130,457 | \t 8,613,219 | \t 8,786,854 | \t 5,107,696 | \t 5,310,906 |
| Long-term\tobligations,\tincluding\tcurrent\tportion | \t 4,285,284 | \t 3,543,016 | \t 3,613,429 | \t 3,293,614 | \t 3,359,731 |
| Total\tstockholders'\tequity | \t 3,022,092 | \t 4,384,916 | \t 4,541,821 | \t 1,490,767 | \t 1,629,621 |

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

(2) For	the	purpose	of	this	calculation,	"earnings"	consists	of	income	(loss)	from	continuing	operations	before	income	taxes,	minority	interest	in	net	earnings	of subsidiaries,	income	(loss)	on	equity	method	investments	and	fixed	charges	(excluding	interest	capitalized	and	amortization	of	interest	capitalized.	"Fixed charges"	consist	of	interest	expense,	including	amounts	capitalized,	amortization	of	debt	discount	and	related	issuance	costs	and	the	component	of	rental	expense associated	with	operating	leases	believed	by	management	to	be	representative	of	the	interest	factor	thereon.	We	had	an	excess	(deficiency)	in	earnings	to	fixed charges	in	each	period	as	follows	(in	thousands):	2007–$155,462;	2006–$72,813;	2005–$(133,464);	2004–$(322,806);	and	2003–$(326,154).

(3) As	of	December	31,	2007,	includes	approximately	$53.7	million	in	restricted	cash	on	deposit	in	reserve	accounts	related	to	the	Certificates	issued	in	our Securitization	transaction.	As	of	December	31,	2006,	2005	and	2004,	amounts	include	cash	and	cash	equivalents	only.	As	of	December	31,	2003,	includes approximately	$170.0	million	of	restricted	funds	that	were	held	in	escrow	to	pay,	repurchase,	redeem	or	retire	certain	of	our	outstanding	debt	through	January 2004.

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

The	discussion	and	analysis	of	our	financial	condition	and	results	of	operations	that	follows	are	based	upon	our	consolidated	financial	statements,	which	have been	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States.	The	preparation	of	our	financial	statements	requires	us	to	make estimates	and	judgments	that	affect	the	reported	amounts	of	assets	and	liabilities,	revenues	and	expenses,	and	the	related	disclosures	in	our	financial	statements.	Actual results	may	differ	significantly	from	these	estimates	under	different	assumptions	or	conditions.	This	discussion	should	be	read	in	conjunction	with	our	consolidated financial	statements	and	the	accompanying	notes	thereto	and	the	information	set	forth	under	the	caption	"Critical	Accounting	Policies	and	Estimates"	beginning	at	page 50.

Our	continuing	operations	are	reported	in	two	segments,	rental	and	management	and	network	development	services.	Management	focuses	on	segment	gross margin	and	segment	operating	profit	as	a	means	to	measure	operating	performance	in	these	business	segments.	We	define	segment	gross	margin	as	segment	revenue	less segment	operating	expenses	excluding	depreciation,	amortization	and	accretion;	selling,	general,	administrative	and	development	expense;	and	impairments,	net	loss	on sale	of	long-lived	assets,	restructuring	and	merger	related	expense.	We	define	segment	operating	profit	as	segment	gross	margin	less	selling,	general,	administrative	and development	expense	attributable	to	the	segment,	excluding	stock-based	compensation	expense	and	corporate	expenses.	Segment	gross	margin	and	segment	operating profit	for	the	rental	and	management	segment	also	include	interest	income,	TV	Azteca,	net	(see	note	14	to	our	consolidated	financial	statements	included	herein).	These measures	of	segment	gross	margin	and	segment	operating	profit	are	also	before	interest	income,	interest	expense,	loss	on	retirement	of	long-term	obligations,	other income	(expense),	minority	interest	in	net	earnings	of	subsidiaries,	income	on	equity	method	investments,	income	taxes	and	discontinued	operations.

# Executive	Overview

Our	principal	operating	segment	is	our	rental	and	management	segment,	which	accounted	for	approximately	98%	of	our	total	revenues	and	approximately	99%	of our	segment	operating	profit	for	the	years	ended	December	31,	2007	and	2006.	The	primary	factors	affecting	the	stability	and	growth	of	our	revenues	and	cash	flows	for this	segment	are	our	recurring	revenues	from	existing	tenant	leases	and	the	contractual	escalators	in	those	leases,	leasing	additional	space	on	our	existing	towers, acquiring	and	building	additional	tower	sites	and	the	degree	to	which	any	of	our	existing	customer	leases	are	cancelled.	We	continue	to	believe	that	our	leasing	revenue is	likely	to	increase	due	to	the	growing	use	of	wireless	communications	services	and	our	ability	to	utilize	existing	tower	capacity.	In	addition,	we	believe	the	majority	of our	leasing	activity	will	continue	to	come	from	customers	providing	wireless	broadband-services.

The	majority	of	our	tenant	leases	with	wireless	carriers	are	for	an	initial	term	of	five	to	ten	years,	with	multiple	five-year	renewal	terms	thereafter.	Accordingly, nearly	all	of	the	revenue	generated	by	our	rental	and	management	segment	as	of	the	end	of	December	2007	is	recurring	revenue	that	we	should	continue	to	receive	in future	periods.	In	addition,	most	of	our	leases	have	provisions	that	periodically	increase	the	rent	due	under	the	lease.	These	contractual	escalators	are	typically	annual and	are	based	on	a	fixed	percentage	(generally	three	to	five	percent),	inflation,	or	a	fixed	percentage	plus	inflation.	Revenue	generated	by	rate	increases	based	on	fixed escalation	clauses	is	recognized	on	a	straight-line	basis	over	the	non-cancelable	term	of	the	applicable	agreement.	We	also	routinely	seek	to	extend	our	tenant	leases	with our	customers,	which	has	the	effect	of	increasing	the	non-cancelable	term	of	the	agreement	and	creating	additional	stability	for	our	revenues	and	cash	flows.

The	revenues	generated	by	our	rental	and	management	segment	also	may	be	affected	by	cancellations	of	existing	customer	leases.	As	discussed	above,	most	of our	tenant	leases	with	wireless	carriers	and	broadcasters	are	multi-year	contracts,	which	typically	may	not	be	cancelled	or,	in	some	instances,	may	be	cancelled	only upon	payment	of	a	termination	fee.	Accordingly,	lease	cancellations	historically	have	not	had	a	material	adverse	effect	on	the	revenues	generated	by	our	rental	and management	segment.	During	the	year	ended	December	31,	2007,	tenant	leases	representing	less	than	2%	of	our	total	revenues	were	cancelled.

A	significant	majority	of	our	revenue	growth	in	the	year	ended	December	31,	2007	was	attributable	to	incremental	revenue	generated	by	our	existing communications	sites.	During	2007,	incremental	revenue	attributable	to	those	sites	that	existed	during	the	entire	period	between	January	1,	2006	and	December	31, 2007,	was	approximately	$118.3	million,	which	reflects	revenue	increases	from	adding	new	tenants	to	those	sites,	existing	tenants	adding	more	equipment	to	those	sites, the	effects	of	straight-line	accounting	treatment	of	contractual	escalators	in	our	tenant	leases	and	favorable	currency	exchange	rate	changes,	offset	by	lease	cancellations.

Our	ability	to	lease	additional	space	on	our	sites	is	a	function	of	the	rate	at	which	wireless	carriers	deploy	capital	to	improve	and	expand	their	wireless	networks and,	to	a	lesser	extent,	the	location	of	and	available	capacity	on	our	existing	sites.	This	rate,	in	turn,	is	influenced	by	the	growth	of	wireless	communications	services	and related	infrastructure,	the	financial	performance	of	our	customers	and	their	access	to	capital,	and	general	economic	conditions.	We	believe	leasing	additional	space	on our	existing	sites	will	contribute	the	substantial	majority	of	our	year-over-year	revenue	growth	in	2008.

We	also	generate	revenues	by	building	and	acquiring	new	communications	sites.	We	constructed	or	acquired	462	and	325	sites	in	the	years	ended	December	31, 2007	and	2006,	respectively.	Because	of	the	nature	of	our	recurring	revenues	described	above,	our	results	of	operations	only	reflect	revenues	generated	on	these	sites following	the	respective	dates	of	their	construction	or	acquisition,	which	affects	year-over-year	comparisons.	During	2007,	incremental	revenue	attributable	to	these approximately	790	sites	that	were	built	or	acquired	between	January	1,	2006	and	December	31,	2007,	was	approximately	$13.6	million.

We	completed	our	merger	with	SpectraSite,	Inc.,	an	owner	and	operator	of	approximately	7,800	wireless	and	broadcast	towers	and	in-building	distributed	antenna systems	in	the	United	States,	in	August	2005.	As	a	result,	our	results	of	operations	for	the	years	ended	December	31,	2007	and	2006	differ	significantly	from	our	results of	operations	for	the	year	ended	December	31,	2005,	because	our	results	of	operations	for	the	year	ended	December	31,	2005	include	SpectraSite,	Inc.	for	only	the	five month	period	following	the	merger,	whereas	our	results	of	operations	for	the	years	ended	December	31,	2007	and	2006,	include	SpectraSite,	Inc.	for	each	full	year period.

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

# Results	of	Operations

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

# Total	Revenues

Approximately	$131.9	million	of	the	increase	was	attributable	to	an	increase	in	rental	and	management	revenue.	The	balance	of	the	increase	resulted	from	an	increase	in network	development	services	revenue	of	$7.3	million.

# Rental	and	Management	Revenue

Rental	and	management	revenue	for	the	year	ended	December	31,	2007	was	$1,426.0	million,	an	increase	of	$131.9	million	from	the	year	ended	December	31, 2006.	Approximately	$118.3	million	of	the	increase	resulted	from	incremental	revenue	generated	by	communications	sites	that	existed	during	the	entire	period	between January	1,	2006	and	December	31,	2007,	which	reflects	revenue	increases	from	adding	new	tenants	to	those	sites,	existing	tenants	adding	more	equipment	to	those	sites, contractual	escalators,	net	of	straight-line	accounting

treatment,	favorable	currency	exchange	rates	and	the	net	increase	in	straight-line	revenue	from	extending	the	renewal	dates	of	thousands	of	our	tenant	leases,	partially offset	by	lease	cancellations.	Approximately	$13.6	million	of	the	increase	resulted	from	approximately	790	communications	sites	acquired	and/or	constructed subsequent	to	January	1,	2006.	We	believe	that	our	rental	and	management	revenue	will	grow	as	we	continue	to	utilize	existing	site	capacity.	We	anticipate	that	the majority	of	our	new	leasing	activity	will	continue	to	come	from	wireless	service	providers.

# Network	Development	Services	Revenue

Network	development	services	revenue	for	the	year	ended	December	31,	2007	was	$30.6	million,	an	increase	of	$7.3	million	from	the	year	ended	December	31, 2006.	The	increase	was	primarily	attributable	to	revenues	generated	by	our	structural	analysis	services,	related	in	part	to	our	January	2007	acquisition	of	a	structural analysis	engineering	firm,	which	enabled	us	to	increase	our	structural	analysis	capabilities.	As	we	continue	to	focus	on	and	grow	our	site	leasing	business,	however,	we anticipate	that	our	network	development	services	revenue	will	continue	to	represent	a	small	percentage	of	our	total	revenues.

# Total	Operating	Expenses

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

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

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

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

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

# Network	Development	Services	Expense

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

# Depreciation,	Amortization	and	Accretion

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

As	discussed	in	note	1	to	our	consolidated	financial	statements	included	herein,	we	are	in	the	process	of	reviewing	the	estimated	useful	lives	of	our	tower	assets. We	now	have	over	ten	years	of	operating	history,	and	we	are	considering	whether	we	should	modify	our	current	estimates	for	asset	lives	based	on	our	historical operating	experience.	We	have	retained	an	independent	consultant	to	assist	us	in	completing	this	review,	and	we	received	a	report	from	the	consultant	in	the	first	quarter of	2008,	which	we	are	in	the	process	of	analyzing.	If	we	conclude	that	a	revision	in	the	estimated	useful	lives	of	our	tower	assets	is	appropriate,	we	will	account	for	any changes	in	the	useful	lives	as	a	change	in	accounting	estimate	under	Statement	of	Financial	Accounting	Standards	("SFAS")	No.	154	"Accounting	Changes	and	Error Corrections,"	which	will	be	recorded	prospectively	beginning	in	the	period	of	change.	Based	on	preliminary	information	obtained	to	date,	we	expect	that	our	estimated asset	lives	may	be	extended,	which	would	result	in	prospective	decreases	in	depreciation	and	amortization,	and	such	changes	could	be	material	to	future	depreciation	and amortization	and	our	consolidated	results	of	operations.

# Selling,	General,	Administrative	and	Development	Expense

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

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

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

# Interest	Income

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

# Interest	Expense

Interest	expense	for	the	year	ended	December	31,	2007	was	$235.8	million,	an	increase	of	$20.2	million	from	the	year	ended	December	31,	2006.	The	increase was	primarily	attributable	to	an	approximately	9%	increase	in	our	average	outstanding	debt,	as	a	result	of	the	debt	financing	activities	described	in	"Liquidity	and Capital	Resources"	below	and	note	3	to	our	consolidated	financial	statements	included	herein.

# Loss	on	Retirement	of	Long-Term	Obligations

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

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

For	more	information	regarding	our	financing	activities,	see	"—Liquidity	and	Capital	Resources—Refinancing	Activities	and	Repurchases	of	Debt"	below.

# Other	Income

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

# Income	Tax	Provision

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

The	effective	tax	rate	on	income	from	continuing	operations	for	the	year	ended	December	31,	2007	differs	from	the	federal	statutory	rate	primarily	due	to	the reversal	of	$27.6	million	of	valuation	allowances	on	net	state	deferred	tax	assets	offset	by	a	$7.6	million	deferred	tax	liability	recorded	in	the	three	months	ended December	31,	2007	related	to	unrealized	foreign	currency	gains	on	intercompany	loans	with	our	Brazilian	subsidiary.	These	items	are	described	in	note	2	to	our consolidated	financial	statements	included	herein.	Other	differences	from	the	federal	statutory	rate	include	other	foreign	items,	settlement	of	tax	reserves,	non- deductible	stock-based	compensation	expense,	additional	tax	reserves	and	state	taxes.	The	effective	tax	rate	on	income	from	continuing	operations	for	the	year	ended December	31,	2006	differs	from	the	federal	statutory	rate	due	primarily	to	adjustments	to	foreign	items,	non-deductible	losses	on	conversions	of	our	3.25%	Notes	and state	taxes.

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

During	the	three	months	ended	December	31,	2007,	we	recorded	adjustments	to	the	income	tax	provision	for	amounts	that	should	have	been	recorded	in	prior reporting	periods.	The	adjustments	were	identified	in	connection	with	our	year-end	tax	analyses	and	audit	of	the	consolidated	financial	statements	and	relate	primarily	to our	cumulative	deferred	tax	assets	and	liabilities.	Recording	these	out-of-period	adjustments	for	the	three	months	ended	December	31,	2007	had	the	effect	of	increasing the	income	tax	provision	by	$7.9	million	and	decreasing	income	from	continuing	operations	by	approximately	$4.8	million	(inclusive	of	certain	non-tax	related adjustments)	(see	note	16	to	our	consolidated	financial	statements	included	in	this	Annual	Report).

# Loss	from	Discontinued	Operations,	Net

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

The	loss	from	discontinued	operations	for	the	year	ended	December	31,	2007	is	primarily	due	to	the	settlement	of	the	Verestar	bankruptcy	proceedings	and	related litigation	described	in	note	9	to	our	consolidated	financial	statements	included	herein	and	the	related	tax	effects.	In	November	2007,	following	approval	by	the bankruptcy	court,	the	Verestar	settlement	agreement	became	effective,	we	paid	the	$32.0	million	settlement	amount	and	the	litigation	was	dismissed.

In	connection	with	the	approval	of	the	settlement	agreement	by	the	bankruptcy	court	and	the	dismissal	of	the	bankruptcy	proceedings	and	related	litigation,	we determined	that	the	benefits	from	certain	of	Verestar's	net	operating	losses	would	more	likely	than	not	be	recoverable	by	us.	We	had	not	previously	recorded	these	tax benefits	related	to	net	operating	losses	generated	from	the	operations	of	Verestar	and	used	by	us	because	our	ability	to	realize	such	benefits	was	potentially	impacted	by the	bankruptcy	proceedings	and	related	litigation	that	had	yet	to	be	resolved.	Accordingly,	in	November	2007,	we	recorded	$5.6	million	of	additional	tax	benefits	related to	Verestar.	We	also	recorded	a	tax	provision	of	$10.7	million	in	loss	from	discontinued	operations,	net	during	the	three	months	ended	December	31,	2007	to	write	off deferred	tax	assets	associated	with	Verestar	that	should	have	been	written	off	in	2002	and	removed	from	the	consolidated	balance	sheet	when	Verestar	was deconsolidated	upon	its	bankruptcy	filing	in	December	2003	(see	note	9	to	our	consolidated	financial	statements	included	in	this	Annual	Report).

|  | Year	Ended |  | Amount	of | Percent |
| :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | December\t31, | Increase | Increase |
|  | 2006 | 2005 | (Decrease) | (Decrease) |
|  |  | (In\tthousands) |  |  |
| REVENUES: |  |  |  |  |
| Rental\tand\tmanagement | $1,294,068 | $929,762 | $364,306 | 39% |
| Network\tdevelopment\tservices | 23,317 | 15,024 | 8,293 | 55 |
| Total\trevenues | \t 1,317,385 | 944,786 | \t 372,599 | 39 |
| OPERATING\tEXPENSES: |  |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |  |
| Rental\tand\tmanagement | 332,246 | 247,781 | 84,465 | 34 |
| Network\tdevelopment\tservices | 11,291 | 8,346 | 2,945 | 35 |
| Depreciation,\tamortization\tand\taccretion | 528,051 | 411,254 | \t 116,797 | 28 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\t$39,502\tand\t$6,597\tof |  |  |  |  |
| stock-based\tcompensation\texpense,\trespectively) | 159,324 | 108,059 | 51,265 | 47 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger\trelated\texpense |  |  |  |  |
| (including\t$9,333\tof\tstock-based\tcompensation\texpense\tin\t2005) | 2,572 | 34,232 | (31,660) | (92) |
| Total\toperating\texpenses | \t 1,033,484 | 809,672 | \t 223,812 | 28 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\t$1,491\tand\t$1,492 | 14,208 | 14,232 | (24) | (0) |
| Interest\tincome | 9,002 | 4,402 | 4,600 | 104 |
| Interest\texpense | (215,643) | (222,419) | (6,776) | (3) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (27,223) | (67,110) | (39,887) | (59) |
| Other\tincome | 6,619 | 227 | 6,392 | 2,816 |
| Income\ttax\tprovision | (41,768) | (5,714) | 36,054 | 631 |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (784) | (575) | 209 | 36 |
| Income\t(loss)\ton\tequity\tmethod\tinvestments | 26 | (2,078) | 2,104 | 101 |
| Loss\tfrom\tdiscontinued\toperations,\tnet | (854) | (1,913) | (1,059) | (55) |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple,\tnet |  | (35,525) | (35,525) | N/A |
| Net\tincome\t(loss) | $27,484 | $(181,359) | $208,843 | 115% |

Approximately	$274.6	million	of	the	increase	was	attributable	to	revenues	generated	by	SpectraSite.	The	balance	of	the	increase	resulted	from	an	increase	in	other	rental and	management	revenue	of	$90.1	and	an	increase	in	other	network	development	services	revenue	of	$7.9	million.

Rental	and	management	revenue	for	the	year	ended	December	31,	2006	was	$1,294.1	million,	an	increase	of	$364.3	million	from	the	year	ended	December	31, 2005.	Approximately	$274.2	million	of	the	increase	was	attributable	to	revenues	generated	by	SpectraSite.	Approximately	$79.1	million	of	the	increase	resulted	from

incremental	revenue	generated	by	communications	sites	that	existed	during	the	entire	period	between	January	1,	2005	and	December	31,	2006,	which	reflects	revenue increases	from	adding	new	tenants	to	those	sites,	existing	tenants	adding	more	equipment	to	those	sites,	the	effects	of	straight-line	accounting	treatment	of	contractual escalators	in	our	tenant	leases	and	favorable	currency	exchange	rates,	offset	by	lease	cancellations.	Approximately	$11.0	million	of	the	increase	resulted	from	revenue generated	by	the	approximately	614	communications	sites	acquired	and/or	constructed	subsequent	to	January	1,	2005,	other	than	in	connection	with	the	SpectraSite merger.

Network	development	services	revenue	for	the	year	ended	December	31,	2006	was	$23.3	million,	an	increase	of	$8.3	million	from	year	ended	December	31, 2005.	The	increase	was	primarily	attributable	to	revenues	generated	by	our	structural	analysis	services	due	to	the	increased	business	associated	with	our	significantly larger	communications	site	portfolio,	primarily	as	a	result	of	sites	acquired	from	SpectraSite.

Total	operating	expenses	for	the	year	ended	December	31,	2006	were	$1,033.5	million,	an	increase	of	$223.8	million	from	the	year	ended	December	31,	2005. The	increase	was	attributable	to	an	increase	in	depreciation,	amortization	and	accretion	expense	of	$116.8	million,	an	increase	in	expenses	within	our	rental	and management	segment	of	$84.5	million,	an	increase	in	selling,	general,	administrative	and	development	expense	of	$51.3	million	and	an	increase	in	expenses	within	our network	development	services	segment	of	$2.9	million.	These	increases	were	offset	by	a	decrease	in	impairments,	net	loss	of	sale	on	long-lived	assets,	restructuring	and merger	related	expense	of	$31.7	million.

Rental	and	management	expense	for	the	year	ended	December	31,	2006	was	$332.2	million,	an	increase	of	$84.5	million	from	the	year	ended	December	31, 2005.	Approximately	$78.8	million	of	the	increase	was	attributable	to	expenses	incurred	by	SpectraSite.	Approximately	$2.8	million	of	the	increase	was	related	to	614 sites	acquired	and/or	constructed	subsequent	to	January	1,	2005,	other	than	sites	acquired	from	SpectraSite.	The	remaining	$2.9	million	of	the	increase	was	attributable to	communications	sites	which	existed	during	the	period	between	January	1,	2005	and	December	31,	2006,	primarily	related	to	increases	in	ground	rent	expense.

Rental	and	management	segment	gross	margin	for	the	year	ended	December	31,	2006	was	$976.0	million,	an	increase	of	$279.8	million	from	the	year	ended December	31,	2005.	Approximately	$195.5	million	of	the	increase	resulted	from	communications	sites	acquired	from	SpectraSite.	The	balance	of	the	increase	resulted from	the	additional	rental	and	management	revenue,	net	of	related	expenses,	described	above.

Rental	and	management	segment	operating	profit	for	the	year	ended	December	31,	2006	was	$914.9	million,	an	increase	of	$277.1	million	from	the	year	ended December	31,	2005.	The	increase	was	comprised	of	the	$279.8	million	increase	in	rental	and	management	segment	gross	margin	described	above,	net	of	a	$2.7	million increase	in	selling,	general,	administrative	and	development	expenses	related	to	the	rental	and	management	segment.

Network	development	services	expense	for	the	year	ended	December	31,	2006	was	$11.3	million,	an	increase	of	$2.9	million	from	the	year	ended	December	31, 2005.	The	majority	of	the	increase	correlates	directly	to	the	increase	in	services	performed	as	noted	above.

Depreciation,	amortization	and	accretion	expense	for	the	year	ended	December	31,	2006	was	$528.1	million,	an	increase	of	$116.8	million	from	the	year	ended December	31,	2005.	Approximately	$116.2	million	of	the	increase	was	attributable	to	depreciation,	amortization	and	accretion	expense	related	to	long-lived	assets acquired	in	connection	with	the	SpectraSite	merger.

Selling,	general,	administrative	and	development	expense	for	the	year	ended	December	31,	2006	was	$159.3	million,	an	increase	of	$51.3	million	from	the	year ended	December	31,	2005.	The	increase	was	primarily	attributable	to	an	increase	of	$32.9	million	in	stock-based	compensation	expense	and	$16.2	million	in	costs associated	with	the	review	of	our	stock	option	granting	practices	and	related	legal	and	governmental	proceedings,	and	other	related	costs.	See	"—Stock	Option	Review and	Related	Matters"	below.	The	remaining	net	increase	was	primarily	the	result	of	the	inclusion	of	SpectraSite	expenses	for	the	full	year	ended	December	31,	2006,	as compared	to	the	five	months	post-merger	for	the	year	ended	December	31,	2005.

Impairments,	net	loss	on	sale	of	long-lived	assets,	restructuring	and	merger	related	expense	for	the	year	ended	December	31,	2006	was	$2.6	million,	a	decrease	of $31.7	million	from	the	year	ended	December	31,	2005.	The	decrease	was	primarily	due	to	a	$16.1	million	decrease	in	impairments	and	net	loss	on	sale	of	long-lived assets,	an	$11.3	million	decrease	in	stock-based	compensation	expense	and	related	payroll	taxes	associated	with	restructuring	and	merger	activities	and	a	$3.1	million decrease	in	severance,	retention	and	other	employee	expenses	associated	with	the	2005	SpectraSite	merger.	The	net	decrease	of	$16.1	million	in	impairments	and	net	loss on	sale	of	long-lived	assets	was	primarily	comprised	of	a	$9.2	million	reduction	in	impairments	related	to	towers	with	no	current	tenant	leases	and	gains	from	asset	sales totaling	$5.1	million.	The	gains	from	asset	sales	included	the	sale	of	27	towers	in	one	transaction	and	sales	of	other	non-core	assets.

Interest	expense	for	the	year	ended	December	31,	2006	was	$215.6	million,	a	decrease	of	$6.8	million	from	the	year	ended	December	31,	2005.	The	decrease resulted	primarily	from	a	reduction	in	interest	expense	of	approximately	$49.8	million	as	a	result	of	redemptions	and	repurchases	of	outstanding	debt	securities,	offset	by additional	interest	incurred	related	to	the	SpectraSite	credit	facility	and	higher	borrowing	levels	on	the	AMT	OpCo	credit	facility	totaling	approximately	$45.3	million.

During	the	year	ended	December	31,	2006,	approximately	$45.0	million	principal	amount	of	3.25%	Notes	were	converted	into	shares	of	our	Class	A	common stock,	and	we	repurchased	approximately	$74.9	million	principal	amount	of	ATI	7.25%	Notes	and	$23.5	million	principal	amount	of	5.0%	Notes.	In	connection	with these	transactions,	we	paid	the	noteholders	an	aggregate	of	$104.0	million	in	cash,	including	accrued	interest.	In	addition,	on	February	1,	2006,	we	redeemed	$227.7 million	aggregate	principal	amount	($162.1	million	accreted	value,	net	of	$7.0	million	fair	value	discount	allocated	to	warrants)	of	ATI	12.25%	Notes	in	accordance	with the	indenture	at	106.125%	of	their	accreted	value	for	an	aggregate	of	$179.5	million.	As	a	result	of	these	transactions,	we	recorded	a	charge	of	$27.2	million	related	to amounts	paid	in	excess	of	the	carrying	value	and	the	write-off	of	related	deferred	financing	fees.

During	the	year	ended	December	31,	2005,	we	redeemed	$274.9	million	principal	amount	of	our	9	3/8%	senior	notes	due	2009	("9	3/8%	Notes"),	repurchased $177.8	million	accreted	value	of	our	ATI	12.25%	Notes	and	converted	$57.1	million	principal	amount	of	our	3.25%	Notes.	In	addition,	we	refinanced	the	AMT	OpCo and	SpectraSite	credit	facilities.	As	a	result	of	these	transactions,	we	recorded	a	$67.1	million	charge	primarily

related	to	the	write-off	of	deferred	financing	fees	and	amounts	paid	in	excess	of	the	carrying	value.	For	more	information	regarding	our	financing	activities,	see	"— Liquidity	and	Capital	Resources—Refinancing	Activities	and	Repurchases	of	Debt"	below.

Other	income	for	the	year	ended	December	31,	2006	was	$6.6	million,	an	increase	of	$6.4	million	from	the	year	ended	December	31,	2005.	The	increase	was primarily	attributable	to	a	$5.4	million	gain	realized	during	the	quarter	ended	December	31,	2006	from	the	sale	of	1.6	million	shares	of	FiberTower	Corporation,	an investment	we	had	previously	accounted	for	under	the	cost	method.	As	of	December	31,	2006,	we	recorded	our	remaining	3.9	million	shares	of	FiberTower	as	available- for-sale	securities	within	the	current	assets	of	our	consolidated	balance	sheet,	with	an	unrealized	gain	of	$10.4	million,	net	of	tax,	recorded	within	other	comprehensive income.

The	income	tax	provision	for	the	year	ended	December	31,	2006	was	$41.8	million,	as	compared	to	$5.7	million	for	the	year	ended	December	31,	2005, representing	an	increase	of	$36.1	million	from	the	prior	year	period.	The	effective	tax	rate	was	58.9%	for	the	year	ended	December	31,	2006,	as	compared	to	4.2%	for the	year	ended	December	31,	2005.	The	provision	for	the	year	ended	December	31,	2005	reflects	a	$29.5	million	charge	as	a	result	of	a	reduction	in	management's estimate	of	the	net	realizable	value	of	our	federal	income	tax	refund	claims	based	upon	the	current	status	of	the	claims.

The	effective	tax	rate	on	loss	from	continuing	operations	for	the	year	ended	December	31,	2006	differs	from	the	federal	statutory	rate	due	primarily	to	foreign items,	IRS	audit	adjustments	and	state	taxes.	The	effective	tax	rate	on	loss	from	continuing	operations	for	the	year	ended	December	31,	2005	differs	from	the	federal statutory	rate	due	primarily	to	adjustments	to	our	refund	claims,	foreign	items,	IRS	audit	adjustments	and	state	taxes.

Loss	from	discontinued	operations,	net	for	the	year	ended	December	31,	2006	was	$0.8	million,	as	compared	to	$1.9	million	for	the	year	ended	December	31, 2005.	The	loss	from	discontinued	operations	for	each	of	the	years	ended	December	31,	2006	and	2005	primarily	represents	the	legal	costs	incurred	in	connection	with our	involvement	in	the	Verestar	bankruptcy	proceedings.

# Stock	Option	Review	and	Related	Matters

During	the	year	ended	December	31,	2006,	our	Board	of	Directors	established	a	special	committee	of	independent	directors	to	conduct	a	review	of	our	historical stock	option	granting	practices	and	related	accounting,	as	described	in	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.	The	special	committee found,	among	other	things,	that	in	the	past,	we	had	granted	options	to	purchase	shares	of	our	Class	A	common	stock	with	exercise	prices	different	from	the	market	price of	our	stock	on	the	date	of	grant.	As	a	result	of	the	special	committee's	findings,	we	restated	our	historical	financial	statements	to,	among	other	things,	record	charges	for stock-based	compensation	expense	related	to	certain	option	grants	and	to	account	for	the	tax-related	consequences.

In	December	2006,	our	Board	of	Directors	approved	a	remediation	plan	recommended	by	the	special	committee	to	address	the	issues	raised	by	its	findings.	As part	of	the	remediation	plan,	we	took	steps	to	eliminate	any	excess	benefit	received	by	our	current	officers	and	members	of	the	Board	of	Directors	from	options	having been	granted	to	them	with	exercise	prices	below	the	market	price	on	the	legal	grant	date.	For	outstanding	options,	this	was	accomplished	by	amending	each	option	to increase	the	exercise	price	to	the	fair	market	value	on	the	legal	grant	date,	without	any	compensation	to	the	optionholder.	In	December	2006,	eight	of	our	senior	officers and	Directors	amended	the	exercise	prices	of	options	to	purchase	an	aggregate	of	985,511	shares,	thereby

eliminating	an	aggregate	excess	benefit	of	approximately	$6.5	million.	For	options	that	had	been	exercised,	this	was	accomplished	by	compensating	the	Company	for	the amount	of	the	excess	benefit	received	upon	exercise,	after	reduction	for	any	taxes	paid	by	the	individual.	In	January	2007,	five	of	the	Company's	senior	officers surrendered	vested	in-the-money	options	to	purchase	an	aggregate	of	23,269	shares,	thereby	surrendering	an	aggregate	excess	benefit	of	approximately	$0.6	million	(net of	approximately	$0.4	million	in	taxes	paid	by	such	individuals).	In	addition,	we	took	similar	steps	to	eliminate	any	excess	benefit	received	by	certain	former	officers from	the	grant	to	them	of	options	with	exercise	prices	below	fair	market	value	on	the	legal	grant	date.	In	December	2006,	January	2007	and	April	2007,	three	former officers	amended	the	exercise	prices	of	options	to	purchase	an	aggregate	of	1,423,330	shares,	thereby	eliminating	an	aggregate	excess	benefit	of	approximately	$4.3 million,	and	surrendered	vested	in-the-money	options	to	purchase	an	aggregate	of	52,212	shares,	thereby	surrendering	an	aggregate	excess	benefit,	net	of	taxes	paid	by such	individuals,	of	approximately	$3.2	million.

In	addition,	we	determined	that	under	Section	409A	of	the	Internal	Revenue	Code	("Section	409A"),	options	that	were	granted	with	exercise	prices	below	the market	price	of	the	underlying	stock	on	the	date	of	grant	and	that	vest	after	December	31,	2004	would	likely	be	subject	to	unfavorable	tax	consequences	that	did	not apply	at	the	time	of	grant.	In	order	to	compensate	our	non-executive	employees	who	previously	exercised	affected	options	and	already	incurred	taxes	and	penalties under	Section	409A,	we	paid	approximately	$1.1	million	on	behalf	of	such	individuals	for	these	taxes	during	the	year	ended	December	31,	2007.	In	order	to	remedy	the unfavorable	personal	tax	consequences	of	Section	409A	on	holders	of	outstanding	options,	we	conducted	a	tender	offer	in	December	2006	for	the	affected	options, pursuant	to	which	we	offered	to	amend	the	affected	options	to	increase	the	option	exercise	price	to	the	market	price	on	the	revised	grant	date,	and	to	give	the	option holders	(excluding	officers	and	Directors)	a	cash	payment	for	the	difference	in	option	exercise	price	between	the	amended	option	and	the	original	price.	We	accounted for	the	financial	impact	of	the	tender	offer	as	a	stock	option	modification	under	SFAS	No.	123R	resulting	in	an	increase	to	stock-based	compensation	expense	and additional	paid-in	capital	of	$0.3	million	in	our	consolidated	financial	statements	for	the	year	ended	December	31,	2006	and	an	additional	$1.2	million	recognized	for	the year	ended	December	31,	2007.	Following	completion	of	the	tender	offer,	in	January	2007,	we	paid	an	aggregate	of	approximately	$3.9	million	in	cash	to	holders	of options	that	were	amended	in	the	tender	offer.

As	discussed	above	in	Item	3	of	this	Annual	Report	under	the	caption	"Legal	Proceedings,"	we	have	received	a	letter	of	informal	inquiry	from	the	SEC,	a subpoena	from	the	office	of	the	United	States	Attorney	for	the	Eastern	District	of	New	York,	information	document	requests	from	the	IRS	and	requests	for	information from	the	Department	of	Labor,	each	requesting	documents	and	information	related	to	our	stock	option	granting	practices.	In	addition,	we	and	certain	of	our	current	and former	officers	and	directors	are	defendants	in	lawsuits	related	to	our	historical	stock	option	granting	practices.	In	connection	with	the	review	of	our	historical	stock option	granting	practices,	the	restatement	of	our	historical	financial	statements	and	the	related	legal	and	governmental	proceedings,	we	have	incurred	significant	legal, accounting	and	auditing	expenses,	and	we	expect	to	continue	to	incur	legal	expenditures	in	the	future.

# Liquidity	and	Capital	Resources

During	the	years	ended	December	31,	2007	and	2006,	we	improved	our	financial	position	by	raising	capital	to	refinance	and	repurchase	a	portion	of	our outstanding	indebtedness,	which	increased	our	financial	flexibility	and	our	ability	to	return	value	to	our	stockholders.	Our	significant	2007	transactions	included	the following:

•The	completion	of	our	Securitization	involving	assets	related	to	the	5,295	broadcast	and	wireless	communications	towers	owned	by	two	of	our	special purpose	subsidiaries,	through	a	private	offering	of	$1.75	billion	of	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1.	We	used	the	net proceeds	from	the	Securitization	primarily	to	repay	outstanding	indebtedness	under	our	credit	facilities	and	to	fund	a	tender	offer	and	consent	solicitation for	our	ATI	7.25%	Notes.

•The	refinancing	of	our	credit	facilities,	including	the	repayment	and	termination	of	the	senior	secured	credit	facilities	of	our	principal	operating	subsidiaries. We	used	a	portion	of	the	net	proceeds	from	the	Securitization	to	repay	and	terminate	the	credit	facilities	of	SpectraSite	and	to	repay	a	portion	of	the	AMT OpCo	credit	facilities.	We	then	implemented	our	new	$1.25	billion	Revolving	Credit	Facility,	which	we	drew	down	in	part	to	repay	and	terminate	the	AMT OpCo	credit	facilities.

•The	completion	of	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	our	7.00%	Notes.	We	used	the	net	proceeds	from	the offering	of	the	7.00%	Notes	primarily	to	repay	outstanding	indebtedness	under	our	credit	facilities.

•The	repurchase	or	conversion	of	approximately	$606.8	million	face	amount	of	our	outstanding	debt	securities,	including	the	repurchase	of	$192.5	million principal	amount	of	our	5.0%	Notes,	the	repurchase	of	$324.8	million	principal	amount	of	our	ATI	7.25%	Notes	and	the	conversion	of	$89.5	million principal	amount	of	our	3.25%	Notes	into	shares	of	our	Class	A	common	stock.

•The	repurchase	of	approximately	39.9	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$1.6	billion	under	our	stock	repurchase	programs.

As	of	December	31,	2007,	we	had	total	outstanding	indebtedness	of	approximately	$4.3	billion.	We	generated	sufficient	cash	flow	from	operations	to	fund	our capital	expenditures	and	cash	interest	obligations	in	2007.	We	believe	our	cash	generated	by	operations	for	the	year	ending	December	31,	2008	also	will	be	sufficient	to fund	our	capital	expenditures	and	our	cash	debt	service	(interest	and	principal	repayments)	obligations	for	2008.	For	information	about	our	outstanding	indebtedness, see	"—Contractual	Obligations"	below.	Our	debt	service	obligations	as	of	December	31,	2007	are	set	forth	under	"—Uses	of	Cash—Contractual	Obligations"	below, which	reflects	an	aggregate	of	$252.0	million	of	cash	payments	to	be	made	in	2008.	During	2008,	we	expect	that	we	will	raise	additional	capital	to	fund	stock repurchases,	repurchase	existing	debt	and	for	other	general	corporate	purposes.

# Uses	of	Cash

Stock	Repurchase	Programs.	During	the	year	ended	December	31,	2007,	we	continued	to	repurchase	shares	of	our	Class	A	common	stock	pursuant	to	our publicly	announced	stock	repurchase	programs,	as	described	below.

In	February	2007,	we	completed	our	$750.0	million	stock	repurchase	program,	originally	announced	in	November	2005.	Pursuant	to	this	repurchase	program,	we repurchased	8.8	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$351.0	million	during	the	year	ended	December	31,	2007.

In	February	2007,	our	Board	of	Directors	approved	a	new	stock	repurchase	program	for	the	repurchase	of	up	to	$1.5	billion	of	our	Class	A	common	stock through	February	2008.	During	the	year	ended	December	31,	2007,	we	repurchased	31.1	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$1.3	billion pursuant	to	this	program.	Subsequent	to	December	31,	2007,	we	repurchased	an	additional	4.3	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$163.7 million.	As	of	February	29,	2008,	we	had	repurchased	a	total	of	35.3	million	shares	of	our	Class	A	common	stock	for	an	aggregate	of	$1.45	billion	pursuant	to	this	stock repurchase	program.

In	February	2008,	our	Board	of	Directors	approved	a	new	stock	repurchase	program,	pursuant	to	which	we	are	authorized	to	purchase	up	to	an	additional	$1.5 billion	of	our	Class	A	common	stock.	We	expect	to	fund	repurchases	through	a	combination	of	cash	on	hand,	cash	generated	by	operations,	borrowings	under	our Revolving	Credit	Facility	and	future	financing	transactions.	Purchases	under	this	stock	repurchase	program	are	subject	to	us	having	available	cash	to	fund	repurchases. Under	the	program,	we	are	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately	negotiated	transactions	at	prevailing	prices	as permitted	by	securities	laws	and	other	legal	requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate	repurchases,	we	plan	to	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.

For	more	information	regarding	our	stock	repurchase	programs,	please	see	Item	5	of	this	Annual	Report	under	the	caption	"Issuer	Purchases	of	Equity	Securities" and	note	13	to	our	consolidated	financial	statements	herein.

Tower	Maintenance	and	Improvements,	Tower	Construction	and	In-Building	System	Installation,	and	Tower	and	Land	Acquisition.	During	the	year	ended December	31,	2007,	payments	for	purchases	of	property	and	equipment	and	construction	activities	totaled	$154.4	million,	including	$66.5	million	of	capital expenditures	related	to	the	maintenance,	improvement	and	augmentation	of	our	existing	communication	sites,	$30.7	million	spent	in	connection	with	the	construction	of 152	towers	and	the	installation	of	17	in-building	distributed	antenna	systems,	$44.4	million	spent	to	acquire	land	under	our	towers	that	was	subject	to	ground	agreements (including	leases),	and	$12.7	million	spent	on	information	technology	improvements.	In	addition,	during	the	year	ended	December	31,	2007,	we	spent	$36.9	million	to acquire	293	towers	and	$7.1	million	to	acquire	the	assets	of	a	structural	analysis	engineering	firm.	We	plan	to	continue	to	allocate	our	available	capital	among investment	alternatives	that	meet	our	return	criteria.	Accordingly,	we	may	continue	to	acquire	communications	sites,	acquire	land	under	our	towers,	build	or	install	new communications	sites	and	redevelop	or	improve	existing	communications	sites	when	the	expected	returns	on	such	investments	meet	our	investment	criteria.	We anticipate	that	in	2008	we	will	construct	approximately	300	to	400	new	sites,	including	in-building	systems,	and	we	expect	that	our	2008	total	capital	expenditures	will be	between	approximately	$185.0	million	and	$215.0	million,	including	between	$40.0	million	and	$60.0	million	of	ground	lease	purchases.

Refinancing	and	Repurchases	of	Debt.	In	order	to	extend	the	maturity	dates	of	our	indebtedness,	lower	our	cost	of	debt	and	improve	our	financial	flexibility,	we use	our	available	liquidity	to	refinance	and	repurchase	our	outstanding	indebtedness.	During	the	year	ended	December	31,	2007,	we	used	approximately	$545.8	million in	cash	to	repurchase	or	convert	approximately	$606.8	million	face	amount	of	our	outstanding	debt	securities,	including	the	repurchase	of	$192.5	million	principal amount	of	our	5.0%	Notes,	the	repurchase	of	$324.8	million	principal	amount	of	our	ATI	7.25%	Notes	and	the	conversion	of	$89.5	million	principal	amount	of	our 3.25%	Notes	into	shares	of	our	Class	A	common	stock.	During	the	year	ended	December	31,	2007,	we	also	implemented	the	Revolving	Credit	Facility	and	a	new	senior unsecured	term	loan	credit	facility	(the	"Term	Loan").	All	amounts	outstanding	under	the	credit	facilities	at	our	principal	operating	subsidiaries	were	repaid	and	then terminated	during	the	year	ended	December	31,	2007.	In	October	2007,	we	also	repaid	and	terminated	the	Term	Loan.	For	more	information	about	our	financing activities,	see	"—Refinancing	Activities	and	Repurchases	of	Debt"	below.

Expenses	Related	to	Stock	Option	Review	and	Related	Matters.	In	connection	with	the	review	of	our	historical	stock	option	granting	practices,	the	restatement	of our	historical	financial	statements	and	the	related	legal	and	governmental	proceedings,	we	have	incurred	significant	legal,	accounting	and	auditing	expenses,	and	we expect	to	continue	to	incur	legal	expenditures	in	the	future.	For	more	information	regarding	the	review	of	our	historical	stock	option	granting	practices	and	the	related proceedings,	please	see	"—Stock	Option	Review	and	Related	Matters"	above	and	note	9	to	our	consolidated	financial	statements	included	in	this	Annual	Report.	During the	year	ended	December	31,	2007,	we	incurred	approximately	$13.8	million	in	costs	associated	with	legal	and	governmental	proceedings	related	to	the	review	of	our historical	stock	option	granting	practices	and	related	accounting,	and	other	related	costs.	Depending	on	the	outcomes	of	these	proceedings,	we	and	members	of	our senior	management	could	be	subject	to	regulatory	fines,	penalties,	enforcement	actions	or	other	liability.	In	December	2007,	we	announced	that	we	had	reached	a settlement	in	principle	regarding	the	securities	class	action	related	to	our	historical	stock	option	granting	practices.	The	settlement,	which	was	preliminarily	approved	by the	court	in	February	2008,	provides	for	a	payment	by	us	of	$14.0	million	and	would	lead	to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	We	have reached	agreements	with	our	insurers	related	to	the	settlement,	pursuant	to	which	we	expect	to	receive	approximately	$12.5	million	in	insurance	proceeds.	We	expect	to pay	the	settlement	amount,	and	receive	the	associated	insurance	proceeds,	in	the	first	half	of	2008.	For	more	information	regarding	the	litigation	related	to	our	historical stock	option	granting	practices,	please	see	"Legal	Proceedings"	above	and	note	9	to	our	consolidated	financial	statements	included	in	this	Annual	Report.

Verestar.	As	discussed	in	note	9	to	our	consolidated	financial	statements	included	in	this	Annual	Report,	in	October	2007,	we	finalized	a	settlement	agreement related	to	the	bankruptcy	proceedings	and	related	litigation	of	our	Verestar	subsidiary,	pursuant	to	which	we	agreed	to	pay	$32.0	million	and	the	parties	agreed	to	a mutual	release	of	all	claims	existing	prior	to	the	execution	of	the	settlement	agreement.	In	November	2007,	following	approval	by	the	Bankruptcy	Court,	the	settlement agreement	became	effective,	and	the	litigation	was	dismissed.	We	paid	the	$32.0	million	settlement	amount	in	November	2007	and	are	in	discussions	with	our	insurers concerning	the	amount	of	their	contribution	to	the	settlement.

Contractual	Obligations.	Our	contractual	obligations	relate	primarily	to	the	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	issued	in	the Securitization,	borrowings	under	our	Revolving	Credit	Facility,	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,	2007	(in	thousands):

| Contractual	Obligations | 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates,\tSeries |  |  |  |  |  |  |  |
| 2007-1 |  |  |  |  |  | $1,750,000 | $1,750,000 |
| Revolving\tCredit\tFacility(1) |  |  |  |  | $825,000 |  | 825,000 |
| 7.25%\tsenior\tsubordinated\tnotes |  |  |  | $288 |  |  | 288 |
| 7.50%\tsenior\tnotes |  |  |  |  | 225,000 |  | 225,000 |
| 7.125%\tsenior\tnotes |  |  |  |  | 500,000 |  | 500,000 |
| 7.00%\tsenior\tnotes |  |  |  |  |  | 500,000 | 500,000 |
| 5.0%\tconvertible\tnotes |  |  | $59,683 |  |  |  | 59,683 |
| 3.25%\tconvertible\tnotes |  |  | 18,333 |  |  |  | 18,333 |
| 3.00%\tconvertible\tnotes |  |  |  |  | 344,979 |  | 344,979 |
| 2.25%\tconvertible\tnotes | $42 |  |  |  |  |  | 42 |
| Long-term\tobligations,\texcluding\tcapital\tleases\tand\tother\nnotes\tpayable | $42 |  | $78,016 | $288 | $1,894,979 | $2,250,000 | $4,223,325 |
| Cash\tinterest\texpense(1) | 246,000 | 246,000 | 243,000 | 243,000 | 194,000 | 290,000 | 1,462,000 |
| Capital\tlease\tpayments\t(including\tinterest)\tand\tother |  |  |  |  |  |  |  |
| notes\tpayable | 5,996 | 5,448 | 4,961 | 24,166 | 3,416 | 193,193 | 237,180 |
| Total\tdebt\tservice\tobligations | $252,038 | $251,448 | $325,977 | $267,454 | $2,092,395 | $2,733,193 | $5,922,505 |
| Operating\tlease\tpayments(2) | 217,969 | 215,763 | 208,548 | 199,024 | 190,272 | 2,451,496 | 3,483,072 |
| Other\tlong-term\tliabilities(3)(4) | 155 | 172 | 177 | 182 | 187 | 189,290 | 190,163 |
| Total | $470,162 | $467,383 | $534,702 | $466,660 | $2,282,854 | $5,373,979 | $9,595,740 |

(1) For	more	information	regarding	the	Revolving	Credit	Facility,	see	"—Sources	of	Cash"	below.	Interest	rates	for	the	Revolving	Credit	Facility	are	determined	at our	option	and	range	between	0.40%	and	1.25%	above	the	applicable	London	Interbank	Offering	Rate	(LIBOR)	for	LIBOR	based	borrowings	or	between	0.00% and	0.25%	above	the	defined	base	rate	for	base	rate	borrowings,	in	each	case	based	on	our	debt	ratings.	A	quarterly	commitment	fee	on	the	undrawn	portion	of the	Revolving	Credit	Facility	is	required,	ranging	from	0.08%	to	0.25%	per	annum,	based	on	our	debt	ratings.	As	discussed	in	Item	7A.	"Quantitative	and 42

Qualitative	Disclosures	About	Market	Risk,"	we	have	entered	into	swap	agreements	to	manage	exposure	to	variable	rate	interest	obligations	under	the	Revolving Credit	Facility.	As	a	result	of	these	swap	agreements,	the	effective	weighted	average	interest	rate	in	effect	at	December	31,	2007	for	the	Revolving	Credit	Facility was	5.52%.	For	projections	of	our	cash	interest	expense	related	to	the	Revolving	Credit	Facility,	we	have	assumed	the	LIBOR	rate	before	the	margin,	as	defined	in the	loan	agreement	for	the	Revolving	Credit	Facility,	is	4.83%	through	its	maturity	on	June	7,	2012.

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

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

(4) Other	long-term	liabilities	exclude	$29.6	million	of	liabilities	for	unrecognized	tax	positions	and	$30.7	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.	As	discussed	in	notes	1	and	2	to	the	consolidated	financial	statements,	we	adopted	FIN	48	as	of	January	1,	2007 which	resulted	in	the	classification	of	uncertain	tax	positions	as	non-current	income	tax	liabilities.	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.

# Sources	of	Cash

American	Tower	Corporation	is	a	holding	company,	and	our	cash	flows	are	derived	primarily	from	distributions	from	our	operating	subsidiaries	or	funds	raised through	credit	facilities	and	debt	and	equity	offerings.	Under	the	loan	agreement	for	the	Revolving	Credit	Facility	and	the	indentures	for	our	7.50%	Notes,	7.125%	Notes and	7.00%	Notes,	our	subsidiaries	are	classified	as	either	restricted	subsidiaries	or	unrestricted	subsidiaries.	With	regard	to	the	indentures	for	our	7.50%	Notes	and 7.125%	Notes	(which	generally	contain	more	restrictions	than	the	loan	agreement	for	the	Revolving	Credit	Facility	or	the	indenture	for	our	7.00%	Notes),	most	of	our operating	subsidiaries	other	than	SpectraSite	are	designated	as	restricted	subsidiaries.	This	means,	among	other	things,	that	those	subsidiaries,	like	American	Tower Corporation	itself,	are	subject	to	those	indentures'	restrictions	on	the	amount	of	cash	that	they	can	distribute	to	unrestricted	subsidiaries	or	otherwise	pay	out	of	the restricted	group.	In	addition,	while	SpectraSite	and	its	subsidiaries	are	classified	as	unrestricted	subsidiaries	under	the	indentures	for	our	7.50%	Notes	and	7.125% Notes,	certain	of	SpectraSite's	subsidiaries	are	subject	to	restrictions	on	the	amount	of	cash	that	they	can	distribute	to	us	under	the	loan	agreement	for	the	Securitization, as	discussed	below.

Total	Liquidity	at	December	31,	2007.	As	of	December	31,	2007,	we	had	approximately	$444.4	million	of	total	liquidity,	comprised	of	approximately	$33.1 million	in	cash	and	cash	equivalents	and	the	ability	to	borrow	approximately	$411.3	million	under	our	Revolving	Credit	Facility.

Cash	Generated	by	Operations.	For	the	years	ended	December	31,	2007,	2006	and	2005,	our	cash	provided	by	operating	activities	was	$692.7	million,	$620.7 million	and	$397.2	million,	respectively.	Cash	provided	by	operating	activities	for	the	year	ended	December	31,	2007	includes	approximately	$80.0	million	received	in connection	with	our	federal	income	tax	refund,	as	discussed	in	note	2	to	our	consolidated	financial	statements

herein,	as	well	as	a	reduction	of	approximately	$49.8	million	of	net	cash	receipts	related	to	towers	included	in	the	Securitization,	which	are	classified	as	restricted	cash, and	a	reduction	of	$32.0	million	related	to	the	payment	of	the	Verestar	settlement	amount.	Each	of	our	rental	and	management	and	network	development	services segments	are	expected	to	generate	cash	flows	from	operations	during	2008	in	excess	of	their	cash	needs	for	operations	and	expenditures	for	tower	construction, improvements	and	acquisitions.	(See	"—Results	of	Operations"	above.)	We	expect	to	use	the	excess	cash	generated	by	operations	principally	to	service	our	debt	and	to fund	capital	expenditures,	tower	acquisitions	and	repurchases	of	our	Class	A	common	stock.

Revolving	Credit	Facility.	In	June	2007,	we	refinanced	our	existing	$1.6	billion	AMT	OpCo	senior	secured	credit	facilities	with	the	new	$1.25	billion	Revolving Credit	Facility.	We	borrowed	$1.0	billion	under	the	Revolving	Credit	Facility	and	together	with	cash	on	hand,	used	the	funds	to	repay	all	amounts	outstanding	under	the existing	AMT	OpCo	credit	facilities	plus	accrued	interest	thereon	and	other	costs	and	expenses	related	thereto.

During	the	year	ended	December	31,	2007,	we	drew	down	and	repaid	amounts	under	the	Revolving	Credit	Facility	in	the	ordinary	course,	and	also	repaid	$450.0 million	of	borrowings	under	the	Revolving	Credit	Facility	using	net	proceeds	from	our	Term	Loan,	as	discussed	below.	As	of	December	31,	2007,	we	had	the	ability	to borrow	approximately	$411.3	million	under	our	Revolving	Credit	Facility.	As	of	February	29,	2008,	we	had	drawn	down	an	additional	$150.0	million,	and	reduced	our undrawn	letters	of	credit	to	$11.9	million.	Accordingly,	as	of	February	29,	2008,	we	had	the	ability	to	borrow	approximately	$263.1	million	under	our	Revolving	Credit Facility.

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

For	more	information	regarding	our	Revolving	Credit	Facility,	please	see	"—Factors	Affecting	Sources	of	Liquidity"	below	and	note	3	to	our	consolidated financial	statements	herein.

Term	Loan	Credit	Facility.	In	August	2007,	we	entered	into	a	new	$500.0	million	Term	Loan.	In	connection	with	that	transaction,	we	received	$498.5	million	of net	proceeds	from	the	Term	Loan,	which	we	used	to	repay	$450.0	million	of	borrowings	under	the	Revolving	Credit	Facility	and	for	general	corporate	purposes.	In October	2007,	we	completed	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	our	7.00%	Notes,	as	discussed	below,	and	used	the	net proceeds,	together	with	cash	on	hand,	to	repay	all	of	the	outstanding	indebtedness	incurred	under	the	Term	Loan	in	accordance	with	the	mandatory	prepayment requirement.	We	terminated	the	Term	Loan	upon	repayment.

For	more	information	regarding	the	Term	Loan,	please	see	note	3	to	our	consolidated	financial	statements	herein.

Previous	Credit	Facilities.	During	the	year	ended	December	31,	2007,	we	also	maintained	two	credit	facilities	at	our	principal	operating	subsidiaries,	the SpectraSite	credit	facilities	and	the	AMT	OpCo	credit	facilities.	We	repaid	and	terminated	the	SpectraSite	credit	facilities	and	the	AMT	OpCo	credit	facilities	in	May and	June	2007,	respectively.

For	more	information	regarding	the	SpectraSite	credit	facilities	and	the	AMT	OpCo	credit	facilities,	please	see	note	3	to	our	consolidated	financial	statements herein.

Proceeds	from	the	Sale	of	Equity	Securities.	We	receive	proceeds	from	sales	of	our	equity	securities	pursuant	to	our	employee	stock	purchase	plan,	upon	exercise of	stock	options	granted	under	our	equity	incentive	plans	and	upon	exercise	of	warrants	to	purchase	our	equity	securities.	For	the	year	ended	December	31,	2007,	we received	an	aggregate	of	approximately	$124.1	million	in	proceeds	from	sales	of	shares	pursuant	to	our	employee	stock	purchase	plan,	upon	exercises	of	stock	options and	upon	exercises	of	warrants.

Proceeds	from	the	Sale	of	Assets.	During	the	year	ended	December	31,	2007,	we	received	$22.2	million	in	aggregate	net	proceeds	related	to	sales	of	non-core assets,	including	$5.1	million	from	sales	of	tower	assets	and	buildings	and	$17.1	million	from	sales	of	short-term	available-for-sale	securities.

# Refinancing	Activities	and	Repurchases	of	Debt

Securitization.	In	May	2007,	we	completed	the	Securitization	involving	assets	related	to	5,295	broadcast	and	wireless	communications	towers	(the	"Towers") owned	by	two	of	our	special	purpose	subsidiaries,	through	a	private	offering	of	$1.75	billion	of	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	(the "Certificates").

The	Certificates	were	issued	by	American	Tower	Trust	I	(the	"Trust"),	a	trust	established	by	American	Tower	Depositor	Sub,	LLC	(the	"Depositor"),	one	of	our indirect	wholly	owned	special	purpose	subsidiaries.	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	Towers	subject	to	the	Securitization.

As	indicated	in	the	table	below,	the	Certificates	were	issued	in	seven	separate	classes.	Each	of	the	Class	B,	Class	C,	Class	D,	Class	E	and	Class	F	Certificates	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.

|  | Initial	Class |  | Rating |
| :--- | :--- | :--- | :--- |
| Class | Principal\tBalance | Interest\tRate | (Moody's/Fitch/S&amp;P) |
| Class\tA-FX | $872,000,000 | 5.4197% | Aaa/AAA/AAA |
| Class\tA-FL | $150,000,000 | LIBOR+0.1900(a) | Aaa/AAA/AAA |
| Class\tB | $215,000,000 | 5.5370% | Aa2/AA/AA |
| Class\tC | $110,000,000 | 5.6151% | A2/A/A |
| Class\tD | $275,000,000 | 5.9568% | Baa2/BBB/BBB |
| Class\tE | $55,000,000 | 6.2493% | Baa3/BBB-/BBB- |
| Class\tF | $73,000,000 | 6.6388% | Baa3/BBB-/BB+ |

(a) The	Class	A-FL	Certificates	bear	interest	at	a	floating	rate	based	on	LIBOR,	but	interest	on	the	related	component	of	the	Loan	is	computed	at	a	fixed	rate	equal	to the	interest	rate	on	the	Class	A-FX	Certificates.	Holders	of	the	Class	A-FL	Certificates	have	the	benefit	of	an	interest	rate	swap	agreement	between	the	Trust	and Morgan	Stanley	Capital	Services	Inc.	Neither	we	nor	the	Borrowers	have	any	obligations	or	liability	with	respect	to	this	interest	rate	swap	agreement.

We	used	the	net	proceeds	from	the	Securitization	to	repay	all	amounts	outstanding	under	the	SpectraSite	credit	facilities,	including	approximately	$765.0	million in	principal,	plus	accrued	interest	thereon	and	other	costs	and	expenses	related	thereto,	as	well	as	to	repay	approximately	$250.0	million	drawn	under	the	revolving	loan component	of	the	AMT	OpCo	credit	facilities.	An	additional	$349.5	million	of	the	proceeds	was	used	to	fund	our

tender	offer	and	consent	solicitation	for	our	ATI	7.25%	Notes,	and	the	remainder	was	used	for	general	corporate	purposes.	We	also	funded	$14.3	million	in	cash	reserve accounts	with	proceeds	from	the	Securitization	as	required	under	the	Loan	Agreement.

The	Loan	will	be	paid	by	the	Borrowers	solely	from	the	cash	flows	generated	by	the	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,	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	and	subject	to	certain	exceptions,	the	excess	cash	flows	generated from	the	operation	of	the	Towers	are	released	to	the	Borrowers,	which	can	then	be	distributed	to,	and	used	by,	us.

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

The	Loan	is	secured	by	(1)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	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	dated	as	of	May	4,	2007 with	SpectraSite,	as	manager.	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	us	or	any	other	person,	except	as	set	forth	in	the	Loan	Agreement.

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	Towers.	Based	on	the	terms	of	the	Loan Agreement,	all	rental	cash	receipts	received	each	month	are	restricted	and	held	by	the	Trustee.	The	$53.7	million	held	in	the	reserve	accounts	as	of	December	31,	2007	is classified	as	restricted	cash	on	the	accompanying	consolidated	balance	sheet.

For	more	information	regarding	the	Securitization,	please	see	"—Factors	Affecting	Sources	of	Liquidity"	below	and	note	3	to	our	consolidated	financial statements	herein.

7.00%	Senior	Notes	Offering.	In	October	2007,	we	completed	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	our	7.00% Notes.	The	net	proceeds	from	the	offering	were	approximately	$493.5	million,	which	we	used,	together	with	cash	on	hand,	to	repay	all	of	the	outstanding	indebtedness incurred	under	our	$500.0	million	Term	Loan.	We	terminated	the	Term	Loan	upon	repayment.

The	7.00%	Notes	mature	on	October	15,	2017,	and	interest	is	payable	semiannually	in	arrears	on	April	15	and	October	15	of	each	year,	commencing	on	April	15, 2008,	to	the	persons	in	whose	names	the	notes	are	registered	at	the	close	of	business	on	the	preceding	April	1	and	October	1,	respectively.	We	may	redeem	the	7.00% Notes	at	any	time.	The	redemption	price	on	the	7.00%	Notes	is	100%	of	the	principal	amount,	plus	a	make-whole	premium,	together	with	accrued	interest	to	the redemption	date.	Interest	on	the	notes	will	accrue	from	the	date	of	issuance	and	will	be	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months.

If	we	undergo	a	change	of	control	and	ratings	decline,	each	as	defined	in	the	indenture	for	the	7.00%	Notes,	we	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	our	other	senior	unsecured	debt	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other obligations	of	our	subsidiaries.	The	indenture	contains	certain	covenants	that	restrict	our	ability	to	incur	more	subsidiary	debt	or	permit	subsidiaries	to	provide guarantees;	create	liens;	and	merge,	consolidate	or	sell	assets.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	our	restricted	subsidiaries	may	incur certain	indebtedness,	and	that	we	and	our	subsidiaries	may	incur	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	indebtedness	and	such	liens	shall	not exceed	3.5x	Adjusted	EBITDA	as	defined	in	the	indenture.

For	more	information	regarding	the	7.00%	Notes,	please	see	note	3	to	our	consolidated	financial	statements	herein.

3.25%	Convertible	Notes	Conversions.	During	the	year	ended	December	31,	2007,	we	issued	an	aggregate	of	7,324,760	shares	of	our	Class	A	common	stock upon	conversion	of	approximately	$89.5	million	principal	amount	of	3.25%	Notes.	Pursuant	to	the	terms	of	the	indenture,	the	holders	of	the	3.25%	Notes	are	entitled	to receive	81.808	shares	of	Class	A	common	stock	for	every	$1,000	principal	amount	of	notes	converted.	In	connection	with	the	conversion,	we	paid	such	holders	an aggregate	of	approximately	$3.7	million,	calculated	based	on	the	accrued	and	unpaid	interest	on	the	notes	as	of	the	date	of	conversion	and	the	discounted	value	of	the future	interest	payments	on	the	notes.	As	of	December	31,	2007,	$18.3	million	principal	amount	of	3.25%	Notes	remained	outstanding.

5.0%	Convertible	Notes	Tender	Offer.	In	February	2007,	we	conducted	a	cash	tender	offer	for	our	outstanding	5.0%	Notes.	The	tender	offer	was	intended	to satisfy	the	rights	granted	to	each	noteholder	under	the	indenture	for	the	5.0%	Notes	to	require	us	to	repurchase	on	February	20,	2007	all	or	any	part	of	such	holder's	5.0% Notes	at	a	price	equal	to	the	issue	price	plus	accrued	and	unpaid	interest,	if	any,	up	to	but	excluding	February	20,	2007.	Under	the	terms	of	the	5.0%	Notes,	we	had	the option	to	pay	for	the	5.0%	Notes	with	cash,	Class	A	common	stock,	or	a	combination	of	cash	and	stock.	We	elected	to	pay	for	the	5.0%	Notes	solely	with	cash.	Pursuant to	the	tender	offer,	we	repurchased	an	aggregate	of	$192.5	million	principal	amount	of	5.0%	Notes	for	an	aggregate	of	$192.6	million.	Upon	completion	of	this	tender offer	and	as	of	December	31,	2007,	$59.7	million	principal	amount	of	5.0%	Notes	remained	outstanding.

ATI	7.25%	Notes	Tender	Offer	and	Consent	Solicitation.	In	April	2007,	we	commenced	a	cash	tender	offer	and	consent	solicitation	with	respect	to	our outstanding	ATI	7.25%	Notes.	In	May	2007,	we	received	tenders	and	consents	of	approximately	99.9%	or	$324.8	million	of	the	$325.1	million	principal	amount	of	ATI 7.25%	Notes	outstanding,	and	elected	to	accept	for	payment	all	ATI	7.25%	Notes	that	had	been	properly	tendered	and	not	withdrawn,	together	with	the	related	consents. Accordingly,	we	paid	$349.5	million,	including	approximately	$10.2	million	in	accrued	and	unpaid	interest,	to	holders	of	ATI	7.25%	Notes	using	net	proceeds	from	the Securitization	discussed	above.	In	connection	with	the	tender	offer	and	consent	solicitation,	we	entered	into	a	supplemental	indenture	effecting	certain	amendments	to the	indenture	for	the	notes	to	eliminate	most	of	the	restrictive	covenants	and	certain	events	of	default	and	to	eliminate	or	modify	related	provisions.	As	of	December	31, 2007,	$0.3	million	principal	amount	of	ATI	7.25%	Notes	remained	outstanding.

Termination	of	Interest	Rate	Swap	Agreements.	During	the	year	ended	December	31,	2007,	we	received	cash	of	approximately	$20.1	million	upon	net	settlement of	certain	of	our	assets	and	liabilities	under	interest	rate	swap	agreements	held	as	of	December	31,	2006	and	entered	into	during	the	first	half	of	2007,	as	discussed below.	In	addition,	we	paid	$8.0	million	related	to	a	treasury	rate	lock	agreement	entered	into	and	settled	during	the	three	months	ended	September	30,	2007,	as discussed	below.	We	received	$3.1	million	in	cash	upon	settlement	of	the	assets	and	liabilities	under	ten	forward	starting	interest	rate	swap	agreements	with	an	aggregate notional	amount	of	$1.4	billion,	which	were	designated	as	cash	flow	hedges	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest	payments	in connection	with	the	Certificates	issued	in	the	Securitization	in

May	2007.	As	a	result,	the	settlement	gain	of	$2.0	million,	net	of	a	tax	benefit	of	$1.1	million,	is	being	recognized	as	a	reduction	in	interest	expense	over	the	five-year period	for	which	the	interest	rate	swaps	were	designated	as	hedges.	We	also	received	$17.0	million	in	cash	upon	settlement	of	our	assets	and	liabilities	under	13 additional	interest	rate	swap	agreements	with	an	aggregate	notional	amount	of	$850.0	million	that	managed	exposure	to	variability	of	interest	rates	under	the	SpectraSite credit	facilities	and	AMT	OpCo	credit	facilities.	We	recognized	a	net	gain	on	these	terminations	of	$8.1	million,	which	is	included	in	other	income	in	the	accompanying consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.	We	paid	$8.0	million	in	cash	upon	settlement	of	a	treasury	rate	lock	agreement	with	an aggregate	notional	amount	of	$250.0	million	entered	into	in	anticipation	of	the	issuance	of	fixed	rate	debt.	We	terminated	this	treasury	rate	lock	agreement	during	the year	ended	December	31,	2007	in	connection	with	the	pricing	of	our	7.00%	Notes	and	are	recognizing	the	settlement	amount,	net	of	tax	as	an	increase	in	interest	expense over	the	10-year	term	of	the	7.00%	Notes.

# Factors	Affecting	Sources	of	Liquidity

Internally	Generated	Funds.	Because	the	majority	of	our	tenant	leases	are	multi-year	contracts,	a	significant	majority	of	the	revenues	generated	by	our	rental	and management	segment	as	of	the	end	of	2007	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	to	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	antenna	space	on	wireless	and broadcast	communications	towers	and	for	related	services	and	our	ability	to	increase	the	utilization	of	our	existing	towers.

Restrictions	Under	Revolving	Credit	Facility.	The	loan	agreement	for	the	Revolving	Credit	Facility	contains	certain	financial	ratios	and	operating	covenants	and other	restrictions	applicable	to	us	and	all	of	our	subsidiaries	designated	as	restricted	subsidiaries	on	a	consolidated	basis.	These	include	limitations	on	additional	debt, distributions	and	dividends,	guaranties,	sales	of	assets	and	liens,	as	well	as	the	following	three	financial	maintenance	tests:

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

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

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

As	of	December	31,	2007,	we	were	in	compliance	with	each	of	the	foregoing	financial	tests.

The	loan	agreement	also	contains	reporting	and	information	covenants	that	require	us	to	provide	financial	and	operating	information	within	certain	time	periods. If	we	are	unable	to	timely	provide	the	required	information,	we	would	be	in	breach	of	these	covenants.	Any	failure	to	comply	with	the	financial	maintenance	tests	and operating	covenants	of	the	loan	agreement	for	the	Revolving	Credit	Facility	would	not	only	prevent	us	from	being	able	to	borrow	additional	funds	under	the	facility,	but would	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all	accrued	interest	and	unpaid	fees,	becoming	immediately	due and	payable.

Restrictions	Under	Loan	Agreement	Relating	to	our	Securitization.	The	loan	agreement	related	to	our	Securitization	includes	operating	covenants	and	other restrictions	customary	for	loans	subject	to	rated	securitizations.	Among	other	things,	our	two	special	purpose	subsidiaries	that	are	borrowers	are	prohibited	from incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets.	The	organizational	documents	of	the	borrowers	contain	provisions	consistent	with rating	agency	securitization	criteria	for	special	purpose	entities,	including	the	requirement	that	the	borrowers	maintain	at	least	two	independent	directors.	The	loan agreement	also	contains	certain	covenants	that	require	the	borrowers	to	provide	the	trustee	with	regular

financial	reports	and	operating	budgets,	promptly	notify	the	trustee	of	events	of	default	and	material	breaches	under	the	loan	agreement	and	other	agreements	related	to the	towers	subject	to	the	Securitization,	and	allow	the	trustee	reasonable	access	to	the	towers,	including	the	right	to	conduct	site	investigations.

Failure	to	comply	with	the	covenants	in	the	loan	agreement	related	to	the	Securitization	could	prevent	the	borrowers	from	taking	certain	actions	with	respect	to	the towers,	and	could	prevent	the	borrowers	from	distributing	any	excess	cash	from	the	operation	of	the	towers	to	us.	If	the	borrowers	were	to	default	on	the	loan	related	to the	Securitization,	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.

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

If	a	default	occurred	under	the	loan	agreement	related	to	the	Securitization,	the	loan	agreement	for	the	Revolving	Credit	Facility	or	the	indentures	for	our	other debt	securities,	the	maturity	dates	for	our	outstanding	debt	could	be	accelerated,	and	we	likely	would	be	prohibited	from	making	additional	borrowings	under	the Revolving	Credit	Facility	until	we	cured	the	default.	If	this	were	to	occur,	we	would	not	have	sufficient	cash	on	hand	to	repay	such	indebtedness.	The	key	factors affecting	our	ability	to	comply	with	the	debt	covenants	described	above	are	our	financial	performance	relative	to	the	financial	maintenance	tests	defined	in	the	loan agreement	for	the	Revolving	Credit	Facility	and	our	ability	to	fund	our	debt	service	obligations.	Based	upon	our	current	expectations,	we	believe	our	operating	results will	be	sufficient	to	comply	with	these	covenants.

As	of	December	31,	2007,	our	annual	consolidated	cash	debt	service	obligations	(principal	and	interest)	for	each	of	the	next	five	years	and	thereafter	are approximately:	$252.0	million,	$251.4	million,	$326.0	million,	$267.5	million,	$2.1	billion	and	$2.7	billion,	respectively.	In	addition,	as	a	holding	company,	we	depend on	distributions	from	our	operating	subsidiaries	or	funds	raised	through	credit	facilities	and	debt	and	equity	offerings	to	fund	our	debt	obligations.	Although	the agreements	governing	the	terms	of	the	loan	agreement	related	to	the	Securitization	permit	certain	of	SpectraSite's	subsidiaries	to	make	distributions	to	us,	such	terms also	significantly	limit	their	ability	to	distribute	cash	to	us.	Accordingly,	if	we	do	not	receive	sufficient	funds	from	our	subsidiaries	to	meet	our	debt	service	obligations, we	may	be	required	to	refinance	or	renegotiate	the	terms	of	our	debt,	and	there	is	no	assurance	we	will	succeed	in	such	efforts.

Our	ability	to	make	scheduled	payments	of	principal	and	interest	on	our	debt	obligations,	will	depend	on	our	future	financial	performance,	which	is	subject	to many	factors	beyond	our	control,	as	outlined	above	in	Item	1A	of	this	Annual	Report	under	the	caption	"Risk	Factors."	In	addition,	our	ability	to	raise	capital	in	the future	may	depend	on	our	credit	ratings	from	commercial	rating	agencies,	which	are	dependent	on	our	expected	financial	performance,	the	liquidity	factors	discussed above,	and	the	rating	agencies'	outlook	for	our	industry.	There	can	be	no	assurance	that	we	will	be	able	to	complete	such	financings	or,	if	such	financings	are	completed, that	the	terms	will	be	commercially	reasonable.

# Critical	Accounting	Policies	and	Estimates

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	are	based	upon	our	consolidated	financial	statements,	which	have	been prepared	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States.	The	preparation	of	these	financial	statements	requires	us	to	make	estimates and	judgments	that	affect	the	reported	amounts	of	assets,	liabilities,	revenues	and	expenses,	as	well	as	related	disclosures	of	contingent	assets	and	liabilities.	We	evaluate our	policies	and	estimates	on	an	ongoing	basis,	including	those	related	to	income	taxes,	asset	retirement	obligations,	stock-based	compensation,	impairment	of	assets, revenue	recognition	and	estimated	useful	lives	of	assets.	Management	bases	its	estimates	on	historical	experience	and	various	other	assumptions	that	are	believed	to	be reasonable	under	the	circumstances,	the	results	of	which	form	the	basis	for	making	judgments	about	the	carrying	values	of	assets	and	liabilities	that	are	not	readily apparent	from	other	sources.	Actual	results	may	differ	from	these	estimates	under	different	assumptions	or	conditions.

We	have	reviewed	our	policies	and	estimates	to	determine	our	critical	accounting	policies	for	the	year	ended	December	31,	2007.	Of	the	critical	accounting policies	described	in	our	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006,	we	no	longer	consider	the	purchase	price	allocation	as	a	critical accounting	policy	or	estimate,	as	the	SpectraSite	purchase	price	allocation	was	finalized	in	June	2006.	As	discussed	below,	we	adopted	FASB	Interpretation	No.	48, "Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS	No.	109"	("FIN	48")	as	of	January	1,	2007,	which	requires	significant	judgment	in	determining what	constitutes	an	individual	tax	position	as	well	as	assessing	the	outcome	of	each	tax	position.	Changes	in	judgment	as	to	recognition	or	measurement	of	tax	positions can	materially	affect	the	estimate	of	the	effective	tax	rate	and	consequently,	affect	our	operating	results.	We	consider	many	factors	when	evaluating	and	estimating	our tax	positions	and	tax	benefits,	which	may	require	periodic	adjustments	and	which	may	not	accurately	anticipate	actual	outcomes.	Accordingly,	we	have	added	additional considerations	related	to	FIN	48	and	our	state	deferred	tax	valuation	allowances	in	our	critical	accounting	policy	related	to	income	taxes,	as	noted	in	the	following paragraphs.	In	addition,	we	have	added	estimated	useful	lives	of	assets	as	a	critical	accounting	policy	for	the	year	ended	December	31,	2007.	Except	for	the	deletion	of the	purchase	price	allocation,	adoption	of	FIN	48	and	changes	in	our	deferred	state	tax	valuation	allowances,	and	the	addition	of	estimated	useful	lives	of	assets	during the	year	ended	December	31,	2007,	we	have	not	made	any	changes	to	the	policies	in	place	at	December	31,	2006.

We	have	identified	the	following	policies	as	critical	to	an	understanding	of	our	results	of	operations	and	financial	condition.	This	is	not	a	comprehensive	list	of our	accounting	policies.	In	many	cases,	the	accounting	treatment	of	a	particular	transaction	is	specifically	dictated	by	generally	accepted	accounting	principles,	with	no need	for	management's	judgment	in	its	application.	There	are	also	areas	in	which	management's	judgment	in	selecting	any	available	alternative	would	not	produce	a materially	different	result.	For	a	discussion	of	our	other	accounting	policies,	see	note	1	to	our	consolidated	financial	statements	included	in	this	Annual	Report, beginning	on	page	F-8.

•Income	Taxes.	FIN	48	prescribes	a	more-likely-than-not	threshold	for	financial	statement	recognition	and	measurement	of	a	tax	position	taken	or	expected to	be	taken	in	a	tax	return.	This	interpretation	also	provides	guidance	on	derecognition	of	income	tax	assets	and	liabilities,	classification	of	current	and deferred	income	tax	assets	and	liabilities,	accounting	for	interest	and	penalties	associated	with	tax	positions,	accounting	for	income	taxes	in	interim	periods and	income	tax	disclosures.	The	cumulative	effect	of	applying	this	interpretation	was	recorded	as	an	increase	of	$25.8	million	to	accumulated	deficit,	an increase	of	$9.2	million	to	prepaid	and	other	current	assets	and	an	increase	of	$17.1	million	to	long-term	deferred	tax	assets,	with	a	corresponding	increase in	other	long-term	liabilities	of	$52.1	million	in	the	consolidated	balance	sheet	as	of	January	1,	2007.

We	recognize	tax	liabilities	in	accordance	with	FIN	48,	and	we	adjust	these	liabilities	when	our	judgment	changes	as	a	result	of	the	evaluation	of new	information	not	previously	available.	Due	to	the	complexity	of	some	of	these	uncertainties,	the	ultimate	resolution	may	result	in	a	payment	that	is materially	different	from	our	current	estimate	of	the	tax	liabilities.	These	differences	will	be	reflected	as	increases	or	decreases	to	income	tax	expense	in the	period	in	which	they	are	determined.	If	the	tax

liabilities	relate	to	tax	uncertainties	existing	at	the	date	of	the	acquisition	of	a	business,	the	adjustment	of	such	tax	liabilities	will	result	in	an	adjustment	to the	goodwill	recorded	at	the	date	of	acquisition.

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	and have	classified	approximately	$29.6	million	as	other	long-term	liabilities	in	the	consolidated	balance	sheet	as	of	December	31,	2007.	We	also	classified approximately	$30.7	million	of	accrued	income	tax-related	interest	and	penalties	as	other	long-term	liabilities	in	the	consolidated	balance	sheet	as	of December	31,	2007.

SFAS	No.	109	"Accounting	For	Income	Taxes,"	requires	that	companies	record	a	valuation	allowance	when	it	is	"more	likely	than	not	that	some portion	or	all	of	the	deferred	tax	assets	will	not	be	realized."	We	periodically	review	our	deferred	tax	assets,	and	we	record	a	valuation	allowance	to	reduce our	net	deferred	tax	asset	to	the	amount	that	management	believes	is	more	likely	than	not	to	be	realized.	During	the	year	ended	December	31,	2007,	we completed	an	analysis	of	the	valuation	allowances	on	our	state	deferred	tax	assets.	We	undertook	this	analysis	as	a	result	of	several	factors,	including	the fact	that	we	had	experienced	several	successive	quarters	of	net	income,	we	had	restructured	certain	of	our	legal	entities	(primarily	related	to	the Securitization),	and	we	had	completed	a	number	of	capital	raising	and	debt	refinancing	transactions	during	the	year	ended	December	31,	2007.	We	had previously	recorded	a	full	valuation	allowance	on	our	net	state	deferred	tax	assets,	as	we	considered	that	it	was	more	likely	than	not	that	the	deferred	tax assets	would	not	be	realized.	However,	upon	completion	of	our	analysis	during	the	year	ended	December	31,	2007,	we	concluded	that	it	was	more	likely than	not	that	a	portion	of	these	net	state	deferred	tax	assets	would	be	realized.	As	a	result,	we	recognized	approximately	$27.6	million	of	additional	state deferred	tax	assets	(net	of	a	federal	tax	provision),	which	were	recorded	as	an	income	tax	benefit	and	a	corresponding	increase	in	long-term	deferred income	taxes	in	the	consolidated	financial	statements	for	the	year	ended	December	31,	2007.	We	will	continue	to	assess	the	realization	of	our	deferred	tax assets	and	liabilities	on	an	ongoing	basis.

As	of	December	31,	2007,	we	have	provided	a	valuation	allowance	of	approximately	$88.2	million,	including	approximately	$33.3	million attributable	to	SpectraSite,	primarily	related	to	certain	net	operating	loss	and	capital	loss	carryforwards	assumed	as	of	the	acquisition	date.	The	balance	of the	valuation	allowance	primarily	relates	to	state	net	operating	loss	carryforwards,	capital	losses	and	foreign	items.	We	have	not	provided	a	valuation allowance	for	the	remaining	deferred	tax	assets,	primarily	our	federal	net	operating	loss	carryforwards,	as	we	believe	that	we	will	have	sufficient	time	to realize	these	federal	net	operating	loss	carryforwards	during	the	twenty-year	tax	carryforward	period.	Valuation	allowances	may	be	reversed	if	related deferred	tax	assets	are	deemed	realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.	Approximately	$12.7	million of	the	SpectraSite	valuation	allowances	as	of	December	31,	2007	will	be	recorded	as	a	reduction	to	goodwill	if	the	underlying	deferred	tax	assets	are utilized.	In	April	2007,	we	recovered	a	portion	of	our	deferred	tax	asset	when	we	received	a	federal	income	tax	refund	of	approximately	$65.0	million,	plus $15.0	million	in	interest	related	to	the	carry	back	of	certain	federal	net	operating	losses,	as	described	in	note	2	to	our	consolidated	financial	statements included	in	this	Annual	Report.

The	recoverability	of	our	remaining	net	deferred	tax	asset	has	been	assessed	utilizing	projections	based	on	our	current	operations.	The	projections show	a	significant	decrease	in	depreciation	in	the	later	years	of	the	carryforward	period	as	a	result	of	a	significant	portion	of	our	assets	being	fully depreciated	during	the	first	fifteen	years	of	the	carryforward	period.	Accordingly,	the	recoverability	of	our	net	deferred	tax	asset	is	not	dependent	on material	improvements	to	operations,	material	asset	sales	or	other	non-routine	transactions.	Based	on	our	current	outlook	of	future	taxable	income	during the	carryforward	period,	management	believes	that	our	net	deferred	tax	asset	will	be	realized.	The	realization	of	our	deferred	tax	assets	will	be	dependent upon	our	ability	to	generate	approximately	$1.3	billion	and	$1.8	billion	in	federal	and	state	taxable	income,	respectively,	from	January	1,	2008	to December	31,	2027.	If	we	are	unable	to	generate	sufficient	taxable	income	in	the	future	or	carry	back	losses	as	described	above,	we	will	be	required	to reduce	our	net	deferred	tax	asset	through	a	charge	to	income	tax	expense.

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

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

From	time	to	time,	we	are	subject	to	examination	by	various	tax	authorities	in	jurisdictions	in	which	we	have	significant	business	operations,	and	we regularly	assess	the	likelihood	of	additional	assessments	in	each	of	the	tax	jurisdictions	resulting	from	these	examinations.	During	the	year	ended December	31,	2005,	we	recorded	a	$29.5	million	income	tax	provision	to	reflect	a	reduction	in	management's	estimate	of	the	net	realizable	value	of	our federal	tax	refund	claims	as	described	in	note	2	to	our	consolidated	financial	statements	included	in	this	Annual	Report.	We	believe	that	adequate provisions	have	been	made	for	income	taxes	for	all	periods	through	December	31,	2007.

Depending	on	the	resolution	of	the	Verestar	bankruptcy	proceedings	described	in	note	9	to	our	consolidated	financial	statements	included	in	this Annual	Report,	we	may	be	entitled	to	a	worthless	stock	or	bad	debt	deduction	for	our	investment	in	Verestar.	We	will	record	any	income	tax	benefit	for these	potential	deductions	when	the	plan	of	liquidation	is	finalized	and	approved	by	the	Bankruptcy	Court.

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

During	the	years	ended	December	31,	2007	and	2006,	we	updated	our	assumptions	used	in	estimating	our	aggregate	asset	retirement	obligation, which	resulted	in	a	net	decrease	in	the	estimated	obligation	of	$3.8	million	and	$0.7	million,	respectively.	The	primary	reasons	for	the	decrease	in	2007	was a	result	of	changes	in	timing	of	certain	settlement	date	assumptions,	and	the	purchase	of	land	underlying	ground	leases.	During	the	year	ended December	31,	2005,	we	also	adopted	the	provisions	of	FIN	47	and	recognized	a	$35.5	million	charge	(net	of	an	$11.7	million	tax	benefit)	as	a	cumulative effect	of	a	change	in	accounting	principle	in	the	consolidated	statement	of	operations	for	the	year	ended	December	31,	2005.	The	adoption	of	FIN	47 primarily	resulted	in	the	acceleration	of	our	settlement	date	assumptions,	as	FIN	47	precludes	us	from	considering	non-contractual	lease	renewal	periods	in determining	our	settlement	date	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.

•Stock-Based	Compensation.	On	January	1,	2006,	we	adopted	SFAS	No.	123	(revised	2004),	"Share-Based	Payment,"	("SFAS	No.	123R"),	which	requires the	measurement	and	recognition	of	compensation	expense	for	all	share-based	payment	awards	made	to	employees	and	directors,	including	stock	options and	employee	stock	purchases	under	employee	stock	purchase	plans.	SFAS	No.	123R	supersedes	the	Company's	previous	accounting	under	Accounting Principles	Board	Opinion	No.	25,	"Accounting	for	Stock	Issued	to	Employees"	("APB	No.	25").	Under	SFAS	No.	123R,	we	are	no	longer	permitted	to account	for	share-based	compensation	transactions	using	the	intrinsic	value	method	in	accordance	with	APB	No.	25	described	below.	Instead,	we	are required	to	account	for	such	transactions	using	a	fair	value	method	and	recognize	the	related	expense	associated	with	share-based	payments	in	the	statement of	operations.	We	adopted	SFAS	No.	123R	under	the	modified	prospective	method,	pursuant	to	which	compensation	expense	for	all	share-based	payments granted	or	modified	after	the	effective	date	is	recognized	based	upon	the	requirements	of	SFAS	No.	123R.	Accordingly,	prior	period	amounts	have	not	been restated	related	to	the	adoption	of	SFAS	No.	123R.	SFAS	No.	123R	primarily	resulted	in	a	change	in	our	method	of	measuring	and	recognizing	the	fair value	of	option	awards	and	estimating	forfeitures	for	all	unvested	awards.	SFAS	No.	123R	requires	companies	to	recognize	stock-based	compensation awards	granted	to	employees	as	compensation	expense	on	a	fair	value	method.	Under	the	fair	value	recognition	provisions	of	SFAS	No.	123R,	stock-based compensation	cost	is	measured	at	the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	is	recognized	as	expense	over	the	service period,	which	generally	represents	the	vesting	period.	The	expense	recognized	over	the	service	period	is	required	to	include	an	estimate	of	the	awards	that will	be	forfeited.	Under	SFAS	No.	123R,	the	fair	value	of	the	stock	option	is	determined	using	a	Black-Scholes	option-pricing	model	that	takes	into account	the	stock	price	at	the	accounting	measurement	date,	the	exercise	price,	the	expected	life	of	the	option,	the	volatility	of	the	underlying	stock	and	its expected	dividends,	and	the	risk-free	interest	rate	over	the	expected	life	of	the	option.	These	assumptions	are	highly	subjective	and	changes	in	them	could significantly	impact	the	value	of	the	option	and	hence	the	pro	forma	compensation	expense.	Under	SFAS	No.	123R,	the	fair	value	of	the	stock	option	is determined	in	the	same	manner	as	the	pro	forma	compensation	cost	under	SFAS	No.	123	and	adjusted	for	estimated	forfeitures.	Under	APB	No.	25,	the Company	previously	recorded	the	impact	of	forfeitures	as	they	occurred.

In	November	2005,	the	FASB	issued	FASB	Staff	Position	("FSP")	FAS	123R-3,	"Transition	Election	Related	to	Accounting	for	the	Tax	Effects	of Share-Based	Payment	Awards"	("FAS	123R-3").	Effective	upon	issuance,	this	FSP	describes	an	alternative	transition	method	for	calculating	the	tax	effects of	stock-based	compensation	to	establish	the	beginning	balance	of	the	additional	paid-in	capital	pool	("APIC	pool")	related	to	the	tax	effects	of	employee stock-based	compensation,	and	to	determine	the	subsequent	impact	on	the	APIC	pool	and	the	statement	of	cash	flows	of	the	tax	effects	of	employee	stock- based	compensation	awards	that	are	outstanding	upon	adoption	of	SFAS	No.123R.	During	the	year	ended	December	31,	2006,	we	elected	the	"Long" method,	as	defined	in	the	FAS	123R-3.	In	addition,	in	accordance	with	SFAS	No.	123R,	SFAS	No.	109	and	EITF	Topic	D-32,	"Intraperiod	Tax	Allocation of	the	Tax	Effect	of	Pretax	Income	from	Continuing	Operations,"	we	have	elected	to	recognize	excess	income	tax	benefits	from	stock	option	exercises	in additional	paid-in	capital	only	if	an	incremental	income	tax	benefit	would	be	realized	after	considering	all	other	tax	attributes	presently	available	to	us.	We measure	the	tax	benefit	associated	with	excess	tax	deductions	related	to	stock-based	compensation	expense	by	multiplying	the	excess	tax	deductions	by	the statutory	tax	rates.

Prior	to	January	1,	2006,	we	measured	compensation	expense	for	our	stock-based	employee	compensation	plans	using	the	intrinsic	value	method prescribed	by	APB	No.	25.	Under	the	intrinsic	value	method,	compensation	expense	associated	with	fixed	awards	is	the	excess,	if	any,	of	the	quoted	market price	of	the	stock	at	the	accounting	measurement	date	over	the	amount	an	employee	must	pay	to	acquire	the	stock.	Under	APB	No.	25,	compensation expense	is	measured	as	of	the	date	an	award	has	received	approval	by	relevant	authority,	the	number	of	shares	and	exercise	price	are	fixed	and	allocation	to specific	individuals	has	occurred.	Generally,	this	occurs	on	the	date	the	grant	is	approved	by	the	compensation	committee	of	our	Board	of	Directors,	or,	if grant	authority	has	been	delegated	to	management,	when	the	shares	are	allocated	to	specific	individuals.	The	stock-based	compensation	expense	for	an award	is	recognized	over	the	vesting	period	using	the	ratable	method,	whereby	an	equal	amount	of	expense	is	recognized	for	each	year	of	vesting.	The actual	accounting	measurement	dates	determined	in	the	course	of	our	recent	review	of	our	historical	stock	option	granting	practices	are	based	on	a	review of	supporting	approval	documentation	and	other	extrinsic	evidence	of	awards.

During	the	year	ended	December	31,	2005,	we	re-evaluated	the	assumptions	used	to	estimate	the	fair	value	of	stock	options	issued	to	employees	and related	disclosure	of	pro	forma	expense	required	under	SFAS	No.	123.	As	a	result,	we	lowered	our	expected	volatility	assumption	for	options	granted	after July	1,	2005	to	approximately	30%	and	increased	the	expected	life	of	option	grants	to	6.25	years	using	the	simplified	method	permitted	by	SEC	Staff Accounting	Bulletin	("SAB")	No.	107,	"Share-Based	Payment"	("SAB	No.	107").	We	made	this	change	based	on	a	number	of	factors,	including	our execution	of	our	strategic	plans	to	sell	non-core	businesses,	reduce	leverage	and	our	merger	with	SpectraSite,	Inc.	We	had	previously	based	our	volatility assumptions	on	historical	volatility	since	inception,	which	included	periods	when	our	capital	structure	was	more	highly	leveraged	than	current	levels	and expected	levels	for	the	foreseeable	future.	Our	estimate	of	future	volatility	is	based	on	our	consideration	of	all	available	information,	including	historical volatility,	implied	volatility	of	publicly	traded	options,	our	current	capital	structure	and	our	publicly	announced	future	business	plans.

# •Impairment	of	Assets.

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

Goodwill—Assets	Not	Subject	to	Amortization:	We	perform	our	annual	goodwill	impairment	test	on	December	1	of	each	year	and	when	events	or circumstances	indicate	that	the	asset	might	be	impaired.	In	December	2007,	2006	and	2005,	we	completed	our	annual	impairment	testing	related	to	the goodwill	of	our	rental	and	management	segment	and	determined	that	goodwill	was	not	impaired.	Fair	value	estimates	are	based	on	our	historical	and projected	operating	results	and	market	information,	changes	to	which	could	affect	those	fair	value	estimates.	Our	December	2007	and	2006	annual impairment	testing	included	approximately	$1.6	billion	of	goodwill	acquired	in	our	merger	with	SpectraSite,	Inc.

•Revenue	Recognition.	Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned,	regardless of	whether	the	payments	from	the	customer	are

received	in	equal	monthly	amounts.	Fixed	escalation	clauses	present	in	non-cancelable	lease	agreements,	excluding	those	tied	to	the	Consumer	Price	Index ("CPI")	or	other	inflation-based	indices,	and	other	incentives	present	in	lease	agreements	with	our	customers	are	recognized	on	a	straight-line	basis	over	the terms	of	the	applicable	leases.	Straight-line	revenues	for	the	years	ended	December	31,	2007,	2006	and	2005	approximated	$69.7	million,	$58.3	million and	$30.3	million,	respectively.	Amounts	billed	up-front	for	certain	services	provided	in	connection	with	the	execution	of	lease	agreements	are	initially deferred	and	recognized	as	revenue	over	the	terms	of	the	applicable	leases.	Amounts	billed	or	received	prior	to	being	earned	are	deferred	and	reflected	in unearned	revenue	in	the	consolidated	balance	sheets	until	such	time	as	the	earnings	process	is	complete.

•Estimated	Useful	Lives	of	Assets.	As	described	in	note	1	to	our	consolidated	financial	statements	included	herein,	we	are	in	the	process	of	reviewing	the estimated	useful	lives	of	our	tower	assets.	We	now	have	over	ten	years	of	operating	history,	and	we	are	considering	whether	we	should	modify	our	current estimates	for	asset	lives	based	on	our	historical	operating	experience.	We	have	retained	an	independent	consultant	to	assist	us	in	completing	this	review, and	we	received	a	report	from	the	consultant	in	the	first	quarter	of	2008,	which	we	are	in	the	process	of	analyzing.	We	currently	depreciate	towers	on	leased land	on	a	straight-line	basis	over	the	shorter	of	the	term	of	the	underlying	ground	lease	(including	renewal	options)	or	the	estimated	useful	life	of	the	tower, which	we	have	historically	estimated	to	be	15	years.	Additionally,	certain	of	our	intangible	assets	are	amortized	on	a	similar	basis	as	our	tower	assets,	as the	estimated	useful	lives	of	such	intangibles	correlate	to	the	useful	life	of	the	towers.	If	we	conclude	a	revision	in	the	estimated	useful	lives	of	our	tower assets	is	appropriate,	we	will	account	for	any	changes	in	the	useful	lives	as	a	change	in	accounting	estimate	under	SFAS	No.	154	"Accounting	Changes	and Error	Corrections,"	which	will	be	recorded	prospectively	beginning	in	the	period	of	change.	Based	on	preliminary	information	obtained	to	date,	we	expect that	our	estimated	asset	lives	may	be	extended	which	would	result	in	prospective	decreases	in	depreciation	and	amortization,	and	such	changes	could	be material	to	future	depreciation	and	amortization	and	our	consolidated	results	of	operations.

# Recent	Accounting	Pronouncements

In	September	2006,	the	FASB	issued	SFAS	No.	157	"Fair	Value	Measurements"	("SFAS	No.	157").	This	statement	defines	fair	value,	establishes	a	framework for	measuring	fair	value	in	generally	accepted	accounting	principles,	expands	disclosures	about	fair	value	measurements	and	does	not	require	any	new	fair	value measurements.	This	statement	requires	quantitative	disclosures	about	fair	value	measurements	for	each	major	category	of	assets	and	liabilities	measured	at	fair	value	on a	recurring	and	non-recurring	basis	during	a	period.	SFAS	No.	157	is	effective	for	us	as	of	January	1,	2008;	however	in	February	2008,	the	FASB	issued	a	Staff	Position that	defers	the	effective	date	to	January	1,	2009	for	all	nonfinancial	assets	and	liabilities,	except	those	that	are	recognized	or	disclosed	in	the	financial	statements	on	a recurring	basis	(that	is,	at	least	annually).	SFAS	No.	157	is	still	effective	for	us	on	January	1,	2008	for	financial	assets	and	liabilities.	We	are	in	the	process	of	evaluating the	impact	that	SFAS	No.	157	will	have	on	our	consolidated	results	of	operations	and	financial	position,	but	it	is	likely	that	we	will	be	required	to	provide	additional disclosures	in	financial	statements	issued	after	the	effective	date.

In	February	2007,	the	FASB	issued	SFAS	No.	159	"The	Fair	Value	Option	for	Financial	Assets	and	Liabilities—Including	an	amendment	of	FASB	Statement No.	115"	("SFAS	No.	159").	This	statement	provides	companies	with	an	option	to	report	selected	financial	assets	and	liabilities	at	fair	value	and	establishes	presentation and	disclosure	requirements	designed	to	facilitate	comparisons	between	companies	that	choose	different	measurement	attributes	for	similar	types	of	assets	and	liabilities. SFAS	No.	159	is	effective	for	us	as	of	January	1,	2008.	We	are	in	the	process	of	evaluating	the	impact	that	SFAS	No.	159	will	have	on	our	consolidated	results	of operations	and	financial	position,	but	it	is	likely	that	we	will	be	required	to	provide	additional	disclosures	in	financial	statements	issued	after	the	effective	date.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	"Business	Combinations"	("SFAS	No.	141R").	SFAS	141R	establishes	principles	and requirements	for	how	an	acquirer	recognizes	and	measures	in	its	financial	statements	the	identifiable	assets	acquired,	the	liabilities	assumed,	any	noncontrolling	interest in	the	acquiree	and	the	goodwill	acquired.	SFAS	No.	141R	changes	the	accounting	for	acquisitions	specifically	eliminating	the	step	acquisition	model,	changes	the recognition	of	contingent	consideration	from	being	recognized	when	it	is	probable	to	being	recognized	at	the	time	of	acquisition,	disallows	the	capitalization	of transaction	costs,	changes	when	restructurings	related	to	acquisitions	can	be	recognized	and	also	establishes	disclosure	requirements	to	enable	the	evaluation	of	the nature	and	financial	effects	of	the	business	combination.	SFAS	No.	141R	is	effective	for	us	as	of	January	1,	2009.	We	are	in	the	process	of	evaluating	the	impact	the adoption	of	SFAS	No.	141R	will	have	on	acquisitions	that	are	made	after	the	effective	date	in	our	consolidated	results	of	operations	and	financial	position.

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

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

The	following	table	sets	forth	information	that	is	presented	solely	to	address	certain	tower	cash	flow	reporting	requirements	contained	in	the	indentures	for	our 7.50%	Notes	and	7.125%	Notes.	The	indentures	governing	our	7.50%	Notes	and	7.125%	Notes	contain	restrictive	covenants	with	which	we	and	certain	subsidiaries under	these	indentures	must	comply.	These	include	restrictions	on	our	ability	to	incur	additional	debt,	guarantee	debt,	pay	dividends	and	make	other	distributions	and make	certain	investments.	Any	failure	to	comply	with	these	covenants	would	constitute	a	default,	which	could	result	in	the	acceleration	of	the	principal	amount	and accrued	and	unpaid	interest	on	all	our	outstanding	7.50%	Notes	and	7.125%	Notes.	In	order	for	the	holders	of	these	notes	to	assess	our	compliance	with	certain	of	these covenants,	the	indentures	require	us	to	disclose	in	the	periodic	reports	we	file	with	the	SEC	our	Tower	Cash	Flow,	Adjusted	Consolidated	Cash	Flow	and	Non-Tower Cash	Flow	(each	as	defined	in	the	indentures).	Under	the	indentures,	our	ability	to	make	certain	types	of	restricted	payments	is	limited	by	the	amount	of	Adjusted Consolidated	Cash	Flow	that	we	generate,	which	is	determined	based	on	our	Tower	Cash	Flow	and	Non-Tower	Cash	Flow.	In	addition,	the	indentures	for	our	7.50% Notes	and	7.125%	Notes	restrict	us	from	incurring	additional	debt	or	issuing	certain	types	of	preferred	stock	if	on	a	pro	forma	basis	the	issuance	of	such	debt	and preferred	stock	would	cause	our	consolidated	debt	to	be	greater	than	7.5	times	our	Adjusted	Consolidated	Cash	Flow.	As	of	December	31,	2007,	the	ratio	of	our consolidated	debt	to	Adjusted	Consolidated	Cash	Flow	was	approximately	3.6.	For	more	information	about	the	restrictions	under	our	notes	indentures,	see	note	3	to	our consolidated	financial	statements	included	in	this	Annual	Report	and	the	section	entitled	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations—Liquidity	and	Capital	Resources—Factors	Affecting	Sources	of	Liquidity."

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

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

# ITEM	7A.				QUANTITATIVEAND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

We	are	exposed	to	market	risk	from	changes	in	interest	rates	on	long-term	debt	obligations.	We	attempt	to	reduce	these	risks	by	utilizing	derivative	financial instruments,	namely	interest	rate	swaps	and	caps.	During	the	year	ended	December	31,	2007,	all	derivative	financial	instruments	were	used	for	purposes	other	than trading.	During	2007,	we	terminated	all	swaps	and	caps	that	existed	at	December	31,	2006	and	entered	into	three	new	interest	rate	swaps	in	November	2007.	We	also entered	into	and	subsequently	terminated	a	treasury	lock	agreement	in	connection	with	the	pricing	of	our	7.00%	Notes.

During	the	year	ended	December	31,	2007,	we	repurchased	or	converted	$606.8	million	face	amount	of	notes	for	$545.8	million	in	cash,	including	the	conversion of	$89.5	million	principal	amount	of	3.25%	Notes	and	$0.02	million	principal	amount	of	3.00%	Notes	into	shares	of	our	Class	A	common	stock,	and	the	repurchase	of $192.5	million	principal	amount	of	5.0%	Notes	and	$324.8	million	principal	amount	of	ATI	7.25%	Notes.	We	also	repaid	and	terminated	the	SpectraSite	credit	facilities and	the	AMT	OpCo	credit	facilities	in	May	2007	and	June	2007,	respectively.	In	June	2007,	we	refinanced	our	existing	$1.6	billion	senior	secured	credit	facilities	at	the AMT	OpCo	level	with	the	new	$1.25	billion	Revolving	Credit	Facility.	In	August	2007,	we	entered	into	a	new	$500.0	million	Term	Loan,	which	was	fully	drawn	in September	2007,	and	repaid	and	terminated	in	October	2007.	As	of	December	31,	2007,	$825.0	million	was	outstanding	under	the	Revolving	Credit	Facility.

The	following	tables	provide	information	as	of	December	31,	2007	and	2006	about	our	market	risk	exposure	associated	with	changing	interest	rates.	For	long- term	debt	obligations,	the	tables	present	principal	cash	flows	by	maturity	date	and	average	interest	rates	related	to	outstanding	obligations.	For	interest	rate	caps	and swaps,	the	tables	present	notional	principal	amounts	and	weighted-average	interest	rates	by	contractual	maturity	dates.

# Principal	Payments	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates

# (In	thousands,	except	percentages)

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

# Aggregate	Notional	Amounts	Associated	with	Interest	Rate	Swaps	in	Place

# As	of	December	31,	2007	and	Interest	Rate	Detail	by	Contractual	Maturity	Dates

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

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

| Long-Term	Debt | 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | Total | Fair	Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt(a) | $253,907 | $1,278 | $654 | $108,416 | $338,501 | $1,112,253 | $1,815,009 | $2,381,824 |
| Average\tInterest\tRate(a) | 5.02% | 8.30% | 7.08% | 3.27% | 7.21% | 5.99% |  |  |
| Variable\tRate\tDebt(a) |  |  |  | $1,725,000 |  |  | $1,725,000 | $1,718,531 |

# Aggregate	Notional	Amounts	Associated	with	Interest	Rate	Caps	and	Swaps	in	Place

(a) As	of	December	31,	2007,	variable	rate	debt	consists	of	our	Revolving	Credit	Facility	($825.0	million	drawn)	included	above	based	on	the	June	8,	2012	maturity	date.	As	of	December	31,	2007,	fixed	rate	debt consists	of:	the	Certificates	issued	in	the	Securitization	($1.75	billion);	2.25%	convertible	notes	due	2009	("2.25%	Notes")	($0.04	million);	the	7.125%	Notes	($500.0	million	principal	amount	due	at	maturity;	the balance	as	of	December	31,	2007	is	$502.2	million);	the	5.0%	Notes	($59.7	million);	the	3.25%	Notes	($18.3	million);	the	7.50%	Notes	($225.0	million);	the	ATI	7.25%	Notes	($0.3	million);	the	3.00%	Notes ($345.0	million	principal	amount	due	at	maturity;	the	balance	as	of	December	31,	2007	is	$344.6	million	accreted	value);	the	7.00%	Notes	($500.0	million)	and	other	debt	of	$60.2	million.	Interest	on	the Revolving	Credit	Facility	is	payable	in	accordance	with	the	applicable	London	Interbank	Offering	Rate	("LIBOR")	agreement	or	quarterly	and	accrues	at	our	option	either	at	LIBOR	plus	margin	(as	defined)	or	the base	rate	plus	margin	(as	defined).	The	weighted	average	interest	rate	in	effect	at	December	31,	2007	for	the	Revolving	Credit	Facility	was	5.52%.	For	the	year	ended	December	31,	2007,	the	weighted	average interest	rate	under	our	credit	facilities	was	6.15%.

As	of	December	31,	2006,	variable	rate	debt	consists	of	the	SpectraSite	credit	facilities	and	AMT	OpCo	credit	facilities	($1,725.0	million	drawn)	and	fixed	rate	debt	consists	of:	the	2.25%	Notes	($0.04	million); the	7.125%	Notes	($500.0	million	principal	amount	due	at	maturity;	the	balance	as	of	December	31,	2006	is	$503.5	million);	the	5.0%	Notes	($252.2	million);	the	3.25%	Notes	($107.9	million);	the	7.50%	Notes ($225.0	million);	the	ATI	7.25%	Notes	($325.1	million);	the	3.00%	Notes	($345.0	million	principal	amount	due	at	maturity;	the	balance	as	of	December	31,	2006	is	$344.5	million	accreted	value)	and	other	debt	of $59.8	million.	Interest	on	our	credit	facilities	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,	2006	for	our	credit	facilities	was	5.30%.	For	the	year	ended	December	31,	2006,	the	weighted	average	interest	rate	under	our	credit facilities	was	5.92%.

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

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

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

(e) Includes	notional	amount	of	$25.0	million	that	expired	in	September	2007.

(f) Includes	notional	amounts	of	$300.0	million	that	were	terminated	in	June	2007,	prior	to	expiration	in	December	2009.

(g) Includes	notional	amounts	of	$550.0	million	that	were	terminated	in	June	2007,	prior	to	expiration	in	October	2010.

(h) Includes	notional	amounts	of	$900.0	million	for	forward	starting	interest	rate	swaps	that	were	terminated	in	May	2007,	prior	to	expiration	in	July	2012.

Changes	in	interest	rates	can	cause	interest	charges	to	fluctuate	on	our	variable	rate	debt.	Variable	rate	debt	under	our	credit	facilities	as	of	December	31,	2007 and	2006,	after	giving	effect	to	our	interest	rate	swap	agreements	(excluding	$900.0	million	of	forward	starting	interest	rate	swap	agreements	designated	as	cash	flow hedges	as	of	December	31,	2006)	is	comprised	of	$575.0	million	and	$875.0	million,	respectively.	A	10%	increase,	or	approximately	53	basis	points,	in	current	interest rates	would	have	caused	an	additional	pre-tax	charge	to	our	net	income	and	an	increase	in	our	cash	outflows	of	$3.0	million	and	$4.6	million	for	the	years	ended December	31,	2007	and	2006,	respectively.

In	January	and	February	2008,	we	entered	into	an	aggregate	of	five	additional	interest	rate	swap	agreements	to	manage	exposure	to	variability	in	cash	flows relating	to	forecasted	interest	payments	under	our	Revolving	Credit	Facility.	The	swaps	are	designated	as	cash	flow	hedges,	have	an	aggregate	notional	amount	of $250.0	million,	fixed	interest	rates	ranging	from	2.92%	to	3.74%	and	expire	in	2011.

We	are	exposed	to	market	risk	from	changes	in	foreign	currency	exchange	rates	in	connection	with	our	foreign	operations,	including	our	rental	and	management segment	divisions	in	Mexico	and	Brazil.	We	believe	the	exposure	to	the	effects	of	foreign	currency	on	our	consolidated	financial	statements	is	limited	as	the	U.S.	dollar is	the	functional	currency.	For	the	years	ended	December	31,	2007	and	2006,	the	remeasurement	gain	from	these	operations	approximated	$2.7	million	and	$1.0	million, respectively.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

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

# ITEM	9A.				CONTROLSAND	PROCEDURES

# Disclosure	Controls	and	Procedures

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

Our	management,	with	the	participation	of	our	principal	executive	officer	and	principal	financial	officer,	evaluated	the	effectiveness	of	the	design	and	operation	of our	disclosure	controls	and	procedures	(as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act)	as	of	the	end	of	the	period	covered	by	this	Annual	Report on	Form	10-K.	Based	on	this	evaluation,	our	principal	executive	officer	and	principal	financial	officer	concluded	that	our	disclosure	controls	and	procedures	were	not effective	as	of	December	31,	2007.	As	discussed	below,	we	determined	that	we	had	a	material	weakness	in	our	internal	control	over	financial	reporting	because	we	failed to	maintain	effective	controls	over	the	accounting	for	income	taxes.

# 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.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Therefore,	even	those	systems	determined	to be	effective	can	provide	only	reasonable	assurance	with	respect	to	financial	statement	preparation	and	presentation.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

Our	management	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2007.	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	believes	that,	as	of	December	31,	2007,	the	Company	did	not	maintain	effective	internal	control	over	financial	reporting	because	of	the	effect	of	material weakness	in	our	internal	control	over	financial	reporting	discussed	below.

Public	Company	Accounting	Oversight	Board	Auditing	Standard	No.	2	defines	a	material	weakness	as	a	significant	deficiency,	or	combination	of	significant deficiencies,	that	results	in	there	being	a	more	than	remote	likelihood	that	a	material	misstatement	of	the	annual	or	interim	financial	statements	will	not	be	prevented	or detected.	Based	upon	this	definition,	our	management	concluded	that,	as	of	December	31,	2007,	a	material	weakness	existed	in	our	internal	control	over	financial reporting	related	to	accounting	for	income	taxes.

In	concluding	that	we	had	a	material	weakness,	we	considered	that	we	did	not	maintain	effective	controls	over	our	accounting	for	income	taxes	with	respect	to determining,	documenting,	tracking	and	adjusting	our	deferred	tax	assets	and	liabilities	on	a	timely	basis.	During	the	three	months	ended	December	31,	2007,	we recorded	adjustments	to	the	income	tax	provision	for	amounts	that	should	have	been	recorded	in	prior	reporting	periods.	The	adjustments	were	identified	in	connection with	our	year-end	tax	analyses	and	relate	primarily	to	our	cumulative	deferred	tax	assets	and	liabilities.	The	principal	components	of	the	adjustments	resulted	from	(i)	a deferred	foreign	tax	liability	from	foreign	currency	fluctuations	arising	out	of	certain	long-term	intercompany	loan	transactions	involving	our	Brazilian	subsidiary	and (ii)	changes	to	certain	deferred	tax	assets	and	liabilities,	including	those	arising	out	of	the	discontinued	operations	of	our	Verestar	subsidiary,	which	was	discontinued	in 2002,	and	deconsolidated	upon	filing	for	bankruptcy	protection	in	2003.

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	assessment	of	our	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,	2007,	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	opinions.

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.

A	material	weakness	is	a	deficiency,	or	a	combination	of	deficiencies,	in	internal	control	over	financial	reporting,	such	that	there	is	a	reasonable	possibility	that	a material	misstatement	of	the	company's	annual	or	interim	financial	statements	will	not	be	prevented	or	detected	on	a	timely	basis.	The	following	material	weakness	has been	identified	and	included	in	management's	assessment:

The	Company	did	not	maintain	effective	controls	over	accounting	for	income	taxes	with	respect	to	determining,	documenting,	tracking	and	adjusting	its	deferred tax	assets	and	liabilities	on	a	timely	basis.

This	material	weakness	was	considered	in	determining	the	nature,	timing,	and	extent	of	audit	tests	applied	in	our	audit	of	the	consolidated	financial	statements	of the	Company	as	of	and	for	the	year	ended	December	31,	2007,	and	this	report	does	not	affect	our	report	on	such	financial	statements.

In	our	opinion,	because	of	the	effect	of	the	material	weakness	identified	above	on	the	achievement	of	the	control	objectives	of	the	control	criteria,	the	Company has	not	maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2007,	based	on	the	criteria	established	in	Internal	Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	financial	statements of	the	Company	as	of	and	for	the	year	ended	December	31,	2007,	and	our	report	dated	March	14,	2008	expressed	an	unqualified	opinion	on	those	financial	statements and	includes	an	explanatory	paragraph	relating	to	the	Company's	adoption	of	FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an interpretation	of	SFAS	No.	109"	as	of	January	1,	2007.

/s/	DELOITTE	&	TOUCHE	LLP

# Changes	in	Internal	Control	over	Financial	Reporting

There	was	no	change	in	our	internal	control	over	financial	reporting,	as	defined	in	Rules	13a-15(f)	and	15d-15(f)	under	the	Exchange	Act,	identified	in	connection with	the	evaluation	of	our	internal	control	that	occurred	during	the	fiscal	quarter	ended	December	31,	2007	that	has	materially	affected,	or	is	reasonably	likely	to materially	affect,	our	internal	control	over	financial	reporting.

Our	management	is	in	the	process	of	actively	addressing	and	remediating	the	material	weakness	in	internal	control	over	financial	reporting	described	above. During	2008,	we	will	undertake	actions	to	remediate	the	material	weakness	identified,	including	the	following:

•Evaluating	our	organizational	structure	related	to	income	tax	accounting,	as	well	as	our	design	of	income	tax	accounting	processes	and	controls,	to	identify and	implement	new	and	improved	processes,	where	warranted;	and

•	 Hiring	additional	personnel	and	expanding	technical	resources	in	the	income	tax	accounting	function	to	review	our	domestic	and	foreign	transactions	and their	related	tax	impacts.

We	believe	that	the	steps	outlined	above	will	strengthen	our	internal	control	over	financial	reporting	and	address	the	material	weakness	described	above.	As	part	of	our 2008	assessment	of	internal	control	over	financial	reporting,	our	management	will	test	and	evaluate	these	additional	controls	to	be	implemented	to	assess	whether	they are	operating	effectively.

In	addition,	we	performed	additional	analyses	and	other	post-closing	procedures	related	to	our	income	tax	accounts	to	conclude	that	reasonable	assurance	exists regarding	the	reliability	of	financial	reporting	and	the	preparation	of	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K.	Accordingly, management	believes	that	the	consolidated	financial	statements	included	in	this	filing	fairly	present,	in	all	material	respects,	the	Company's	financial	position,	results	of operations	and	cash	flows	for	the	periods	presented.

# ITEM	9B.				OTHER	INFORMATION

# Unregistered	Sales	of	Equity	Securities

During	the	period	January	1,	2008	through	February	29,	2008,	we	issued	an	aggregate	of	79,684	shares	of	our	Class	A	common	stock	upon	the	exercise	of	12,396 warrants	assumed	in	our	merger	with	SpectraSite,	Inc.	In	August	2005,	in	connection	with	the	merger,	we	assumed	approximately	1.0	million	warrants	to	purchase shares	of	SpectraSite,	Inc.	common	stock.	Upon	completion	of	the	merger,	each	warrant	to	purchase	shares	of	SpectraSite,	Inc.	common	stock	automatically	converted into	a	warrant	to	purchase	7.15	shares	of	Class	A	common	stock	at	an	exercise	price	of	$32	per	warrant.	As	some	of	these	warrants	were	exercised	pursuant	to	a	cashless net	exercise	pursuant	to	the	warrant	agreement,	net	proceeds	from	these	warrant	exercises	were	approximately	$53,696.	The	shares	were	issued	in	reliance	on	the exemption	from	registration	set	forth	in	Sections	3(a)(9)	and	3(a)(10)	of	the	Securities	Act	of	1933,	as	amended,	and	Section	1145	of	the	United	States	Code.	No underwriters	were	engaged	in	connection	with	such	issuances.

During	the	period	January	1,	2008	through	February	29,	2008,	we	issued	an	aggregate	of	180,231	shares	of	our	Class	A	common	stock	upon	the	exercise	of 12,790	warrants.	The	warrants	were	originally	issued	in	January	2003	as	part	of	an	offering	of	808,000	units,	each	consisting	of	$1,000	principal	amount	at	maturity	of ATI	12.25%	Notes	and	a	warrant	to	purchase	14.0953	shares	of	our	Class	A	common	stock.	The	warrants	have	an	exercise	price	of	$0.01	per	share	and	will	expire	on August	1,	2008.	These	warrants	were	exercised	pursuant	to	a	cashless	net	exercise	pursuant	to	the	warrant	agreement,	and	as	a	result,	there	were	no	net	proceeds	from these	warrant	exercises.	The	shares	were	issued	in	reliance	on	the	exemption	from	registration	set	forth	in	Sections	3(a)(9)	and	3(a)(10)	of	the	Securities	Act	of	1933,	as amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.

During	the	period	January	1,	2008	through	February	29,	2008,	we	issued	an	aggregate	of	242	shares	of	our	Class	A	common	stock	upon	conversion	of	$5,000 principal	amount	of	our	3.00%	Notes.	Pursuant	to	the	terms	of	the	indenture,	holders	of	the	3.00%	Notes	receive	48.7805	shares	of	our	Class	A	common	stock	for	every $1,000	principal	amount	of	notes	converted.	All	shares	were	issued	in	reliance	on	the	exemption	from	registration	set	forth	in	Section3(a)(9)	of	the	Securities	Act	of 1933,	as	amended.	No	underwriters	were	engaged	in	connection	with	such	issuances.

# PART	III

# ITEM	10. 				DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Our	executive	officers	and	their	respective	ages	and	positions	as	of	March	13,	2008	are	set	forth	below:

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

Bradley	E.	Singer	is	our	Chief	Financial	Officer	and	Treasurer.	Mr.	Singer	joined	us	in	September	2000	as	Executive	Vice	President,	Strategy,	and	was appointed	Vice	President	and	General	Manager	of	the	Southeast	Region	in	November	2000,	positions	he	held	until	July	2001.	Mr.	Singer	was	appointed	Executive	Vice President,	Finance	in	July	2001	and	was	appointed	to	his	current	position	in	December	2001.	Prior	to	joining	us,	Mr.	Singer	was	an	investment	banker	focusing	on	the telecommunications	industry	with	Goldman,	Sachs	&	Co.,	which	he	joined	in	1997.	Mr.	Singer	received	an	M.B.A.	degree	with	distinction	from	Harvard	University, and	is	a	graduate	of	the	University	of	Virginia.

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

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

William	H.	Hess	is	our	Executive	Vice	President,	International	Operations	and	President,	Latin	America.	Mr.	Hess	joined	us	in	March	2001	as	Chief	Financial Officer	of	American	Tower	International	and	was	appointed	Executive	Vice	President	in	June	2001.	Mr.	Hess	was	appointed	Executive	Vice	President,	General	Counsel in	September	2002,	and	in	February	2007,	Mr.	Hess	was	also	appointed	Executive	Vice	President,	International	Operations.	He	stepped	down	as	General	Counsel	in April	2007	when	he	was	named	President	of	our	Latin	American	operations.	Prior	to	joining	us,	Mr.	Hess	had	been	a	partner	in	the	corporate	and	finance	practice	group of	the	law	firm	of	King	&	Spalding	LLP,	which	he	joined	in	1990.	Prior	to	attending	law	school,	Mr.	Hess	practiced	as	a	Certified	Public	Accountant	with	Arthur Young	&	Co.	Mr.	Hess	received	his	J.D.	degree	from	Vanderbilt	University	School	of	Law	and	is	a	graduate	of	Harding	University.

Steven	C.	Marshall	is	our	Executive	Vice	President,	International	Business	Development.	Mr.	Marshall	joined	us	in	November	2007.	Prior	to	joining	us,

Mr.	Marshall	was	with	National	Grid	Plc,	where	he	served	in	a	number	of	leadership	and	business	development	positions	since	1997.	Between	2003	and	2007,

Mr.	Marshall	was	Chief	Executive	Officer,	National	Grid	Wireless,	where	he	led	National	Grid's	wireless	tower	infrastructure	business	in	the	United	States	and	United Kingdom.	In	addition,	during	his	tenure	at	National	Grid,	as	well	as	at	Costain	Group	Plc	and	Tootal	Group	Plc,	he	led	operational	and	business	development	efforts	in Latin	America,	India,	Southeast	Asia,	Africa	and	the	Middle	East.	Mr.	Marshall	earned	his	M.B.A.	degree	from	Manchester	Business	School	in	Manchester,	England and	a	Bachelor	of	Science	with	honors	in	Building	and	Civil	Engineering	from	the	Victoria	University	of	Manchester,	England.

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

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

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

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

# ITEM	11. 	 EXECUTIVE	COMPENSATION

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

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

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

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

The	information	under	"Certain	Relationships	and	Related	Transactions"	from	the	Definitive	Proxy	Statement	is	incorporated	herein	by	reference.

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

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

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

# PART	IV

# ITEM	15. 	 EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

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

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

2.	Financial	Statement	Schedules.	All	schedules	are	omitted	because	they	are	not	applicable	or	because	the	required	information	is	contained	in	the consolidated	financial	statements	or	notes	included	in	this	Annual	Report	on	Form	10-K.

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

# SIGNATURES

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

behalf	by	the	undersigned,	thereunto	duly	authorized	on	the	14th	day	of	March,	2008.

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 | March\t14,\t2008 |
| James\tD.\tTaiclet,\tJr. | (Principal\tExecutive\tOfficer) |  |
| /s/\t\t\t\tBRADLEY\tE.\tSINGER | Chief\tFinancial\tOfficer\tand\tTreasurer\t(Principal\tFinancial | March\t14,\t2008 |
| Bradley\tE.\tSinger | Officer) |  |
| /s/\t\t\t\tJEAN\tA.\tBUA | Executive\tVice\tPresident,\tFinance\tand\tCorporate | March\t14,\t2008 |
| Jean\tA.\tBua | Controller\t(Principal\tAccounting\tOfficer) |  |
| /s/\t\t\t\tRAYMOND\tP.\tDOLAN | Director | March\t14,\t2008 |
| Raymond\tP.\tDolan |  |  |
| /s/\t\t\t\tRONALD\tM.\tDYKES | Director | March\t14,\t2008 |
| Ronald\tM.\tDykes |  |  |
| /s/\t\t\t\tCAROLYN\tF.\tKATZ | Director | March\t14,\t2008 |
| Carolyn\tF.\tKatz |  |  |
| /s/\t\t\t\tGUSTAVO\tLARA\tCANTU | Director | March\t14,\t2008 |
| Gustavo\tLara\tCantu |  |  |
| /s/\t\t\t\tJOANN\tA.\tREED | Director | March\t14,\t2008 |
| JoAnn\tA.\tReed |  |  |
| /s/\t\t\t\tPAMELA\tD.\tA.\tREEVE | Director | March\t14,\t2008 |
| Pamela\tD.\tA.\tReeve |  |  |
| /s/\t\t\t\tDAVID\tE.\tSHARBUTT | Director | March\t14,\t2008 |

# 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,	2007	and 2006,	and	the	related	consolidated	statements	of	operations,	stockholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2007. These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	the	financial	statements	based	on	our audits.

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

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31,	2007	and 2006,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2007,	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America.

As	discussed	in	Note	1	to	consolidated	financial	statements,	the	Company	adopted	the	provisions	of	Financial	Accounting	Standards	Board	(FASB)	Interpretation No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS	No.	109,"	as	of	January	1,	2007,	FASB	No.	123R	"Share-Based	Payment,"	as	of January	1,	2006,	and	FASB	Interpretation	No.	47,	"Accounting	for	Conditional	Asset	Retirement	Obligations-an	interpretation	of	FASB	Statement	No.	143,"	as	of December	31,	2005.

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,	2007,	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	March	14,	2008	expressed	an	adverse	opinion	on	the	Company's	internal	control	over	financial reporting	because	of	a	material	weakness.

Boston,	Massachusetts March	14,	2008

# CONSOLIDATED	BALANCE	SHEETS

# (In	thousands,	except	share	data)

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| CURRENT\tASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $33,123 | $281,264 |
| Restricted\tcash | 53,684 |  |
| Short-term\tinvestments\tand\tavailable-for-sale\tsecurities | 7,224 | 22,986 |
| Accounts\treceivable,\tnet\tof\tallowances | 40,316 | 29,368 |
| Prepaid\tand\tother\tcurrent\tassets | 71,264 | 63,919 |
| Deferred\tincome\ttaxes | 40,063 | 88,485 |
| Total\tcurrent\tassets | 245,674 | 486,022 |
| PROPERTY\tAND\tEQUIPMENT,\tnet | 3,045,186 | 3,218,124 |
| GOODWILL | 2,188,312 | 2,189,767 |
| OTHER\tINTANGIBLE\tASSETS,\tnet | 1,686,434 | 1,820,876 |
| DEFERRED\tINCOME\tTAXES | 479,854 | 482,710 |
| NOTES\tRECEIVABLE\tAND\tOTHER\tLONG-TERM\tASSETS | 484,997 | 415,720 |
| TOTAL | $8,130,457 | $8,613,219 |
| LIABILITIES\tAND\tSTOCKHOLDERS'\tEQUITY |  |  |
| CURRENT\tLIABILITIES: |  |  |
| Accounts\tpayable\tand\taccrued\texpenses | $175,464 | $187,634 |
| Accrued\tinterest | 33,702 | 41,319 |
| Current\tportion\tof\tlong-term\tobligations | 1,817 | 253,907 |
| Unearned\trevenue | 106,395 | 86,769 |
| Total\tcurrent\tliabilities | 317,378 | 569,629 |
| LONG-TERM\tOBLIGATIONS | 4,283,467 | 3,289,109 |
| OTHER\tLONG-TERM\tLIABILITIES | 504,178 | 365,974 |
| Total\tliabilities | 5,105,023 | 4,224,712 |
| COMMITMENTS\tAND\tCONTINGENCIES |  |  |
| MINORITY\tINTEREST\tIN\tSUBSIDIARIES | 3,342 | 3,591 |
| STOCKHOLDERS'\tEQUITY: |  |  |
| 399,518,542\tand\t424,672,267\tshares\toutstanding,\trespectively | 4,527 | 4,378 |
| Additional\tpaid-in\tcapital | 7,772,382 | 7,502,472 |
| Accumulated\tdeficit | (2,703,373) | (2,733,920) |
| Accumulated\tother\tcomprehensive\t(loss)\tincome | (3,626) | 16,079 |
| Treasury\tstock\t(53,241,427\tand\t13,120,362\tshares\tat\tcost,\trespectively) | (2,047,818) | (404,093) |
| Total\tstockholders'\tequity | 3,022,092 | 4,384,916 |
| TOTAL | $8,130,457 | $8,613,219 |

See	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (In	thousands,	except	per	share	data)

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| REVENUES: |  |  |  |
| Rental\tand\tmanagement | $1,425,975 | $1,294,068 | $929,762 |
| Network\tdevelopment\tservices | 30,619 | 23,317 | 15,024 |
| Total\toperating\trevenues | 1,456,594 | 1,317,385 | 944,786 |
| OPERATING\tEXPENSES: |  |  |  |
| Costs\tof\toperations\t(exclusive\tof\titems\tshown\tseparately\tbelow) |  |  |  |
| Rental\tand\tmanagement | 343,450 | 332,246 | 247,781 |
| Network\tdevelopment\tservices | 16,172 | 11,291 | 8,346 |
| Depreciation,\tamortization\tand\taccretion | 522,928 | 528,051 | 411,254 |
| Selling,\tgeneral,\tadministrative\tand\tdevelopment\texpense\t(including\tstock-based\tcompensation\texpense\tof\t$54,603,\t$39,502\tand\t$6,597,\trespectively) | 186,483 | 159,324 | 108,059 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\trestructuring\tand\tmerger\trelated\texpense\t(including\tstock-based\tcompensation\texpense\tof\t$9,333\tin |  |  |  |
| 2005) | 9,198 | 2,572 | 34,232 |
| Total\toperating\texpenses | 1,078,231 | 1,033,484 | 809,672 |
| OPERATING\tINCOME | 378,363 | 283,901 | 135,114 |
| OTHER\tINCOME\t(EXPENSE): |  |  |  |
| Interest\tincome,\tTV\tAzteca,\tnet\tof\tinterest\texpense\tof\t$1,490,\t$1,491\tand\t$1,492,\trespectively | 14,207 | 14,208 | 14,232 |
| Interest\tincome | 10,848 | 9,002 | 4,402 |
| Interest\texpense | (235,824) | (215,643) | (222,419) |
| Loss\ton\tretirement\tof\tlong-term\tobligations | (35,429) | (27,223) | (67,110) |
| Other\tincome | 20,675 | 6,619 | 227 |
| Total\tother\texpense | (225,523) | (213,037) | (270,668) |
| INCOME\t(LOSS)\tBEFORE\tINCOME\tTAXES,\tMINORITY\tINTEREST\tAND\tINCOME\t(LOSS)\tON\tEQUITY\tMETHOD\tINVESTMENTS | 152,840 | 70,864 | (135,554) |
| Income\ttax\tprovision | (59,809) | (41,768) | (5,714) |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | (338) | (784) | (575) |
| Income\t(loss)\ton\tequity\tmethod\tinvestments | 19 | 26 | (2,078) |
| INCOME\t(LOSS)\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tCUMULATIVE\tEFFECT\tOF\tCHANGE\tIN\tACCOUNTING\tPRINCIPLE | 92,712 | 28,338 | (143,921) |
| LOSS\tFROM\tDISCONTINUED\tOPERATIONS,\tNET\tOF\tINCOME\tTAX\t(PROVISION)\tBENEFIT\tOF\t$(6,191),\t$444\tand\t$1,030,\tRESPECTIVELY | (36,396) | (854) | (1,913) |
| INCOME\t(LOSS)\tBEFORE\tCUMULATIVE\tEFFECT\tOF\tCHANGE\tIN\tACCOUNTING\tPRINCIPLE | 56,316 | 27,484 | (145,834) |
| CUMULATIVE\tEFFECT\tOF\tCHANGE\tIN\tACCOUNTING\tPRINCIPLE\t,\tNET\tOF\tINCOME\tTAX\tBENEFIT\tOF\t$11,697 |  |  | (35,525) |
| NET\tINCOME\t(LOSS) | $56,316 | $27,484 | $(181,359) |
| NET\tINCOME\t(LOSS)\tPER\tCOMMON\tSHARE\tAMOUNTS: |  |  |  |
| BASIC: |  |  |  |
| Income\t(loss)\tfrom\tcontinuing\toperations | $0.22 | $0.06 | $(0.47) |
| Loss\tfrom\tdiscontinued\toperations | (0.09) |  | (0.01) |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple,\tnet |  |  | (0.12) |
| Net\tincome\t(loss) | $0.14 | $0.06 | $(0.60) |
| DILUTED: |  |  |  |
| Income\t(loss)\tfrom\tcontinuing\toperations | $0.22 | $0.06 | $(0.47) |
| Loss\tfrom\tdiscontinued\toperations | (0.09) |  | (0.01) |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple,\tnet |  |  | (0.12) |
| Net\tincome\t(loss) | $0.13 | $0.06 | $(0.60) |
| WEIGHTED\tAVERAGE\tCOMMON\tSHARES\tOUTSTANDING:\nBASIC | 413,167 | 424,525 | 302,510 |
| DILUTED | 426,079 | 436,217 | 302,510 |

# CONSOLIDATED	STATEMENTS	OF	STOCKHOLDERS'	EQUITY

|  | Class	A	Common	Stock | Class	A	Common	Stock | Treasury	Stock | Treasury	Stock |  |  | Accumulated |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Issued\nShares | Amount | Shares | Amount | Additional\nPaid-in\nCapital | Unearned\nCompensation | Other\nComprehensive\nIncome\t(Loss) | Accumulated\nDeficit | Total\nStockholders'\nEquity | Total\nComprehensive\nIncome(Loss) |
| BALANCE,\tDECEMBER\t31,\t2004 | 229,745,116 | $2,297 | (145,221) | $(4,366) | $4,072,881 |  |  | $(2,580,045) | $1,490,767 |  |
| Issuance\tof\tcommon\tstock\tand\tassumption\tof\toptions\tand |  |  |  |  |  |  |  |  |  |  |
| warrants–\tSpectraSite\tmerger | 169,506,083 | 1,695 |  |  | \t 3,104,377 |  |  |  | 3,106,072 |  |
| Stock\toption\tactivity | 11,106,693 | 111 |  |  | 76,810 |  |  |  | 76,921 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 398,412 | 4 |  |  | 1,778 |  |  |  | 1,782 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlans | 50,119 | 1 |  |  | 767 |  |  |  | 768 |  |
| Treasury\tstock\tactivity |  |  | (2,836,519) | (76,585) |  |  |  |  | (76,585) |  |
| Unearned\tcompensation\t–\tSpectraSite\tmerger |  |  |  |  |  | $(4,861) |  |  | (4,861) |  |
| Unearned\tcompensation\tamortization–\tSpectraSite\tmerger |  |  |  |  |  | 2,364 |  |  | 2,364 |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | $(803) |  | (803) | (803) |
| 3.25%\tconvertible\tnotes\texchanged\tfor\tcommon\tstock | 4,670,336 | 46 |  |  | 55,659 |  |  |  | 55,705 |  |
| ATC\tMexico\tactivity | 159,836 | 2 |  |  | 2,829 |  |  |  | 2,831 |  |
| ATC\tSouth\tAmerica\tactivity |  |  |  |  | 2,026 |  |  |  | 2,026 |  |
| Tax\tbenefit\tfrom\tdisposition\tof\tstock\toptions |  |  |  |  | 66,193 |  |  |  | 66,193 |  |
| Net\tloss |  |  |  |  |  |  |  | (181,359) | (181,359) | (181,359) |
| Total\tcomprehensive\tloss |  |  |  |  |  |  |  |  |  | $(182,162) |
| BALANCE,\tDECEMBER\t31,\t2005 | 415,636,595 | $4,156 | (2,981,740) | $(80,951) | $7,383,320 | $(2,497) | $(803) | $(2,761,404) | $4,541,821 |  |
| Stock\toption\tactivity | 3,884,812 | 39 |  |  | 78,610 |  |  |  | 78,649 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 14,532,874 | 145 |  |  | 220 |  |  |  | 365 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlan | 53,210 | 1 |  |  | 1,329 |  |  |  | 1,330 |  |
| Treasury\tstock\tactivity |  |  | (10,138,622) | (323,142) |  |  |  |  | (323,142) |  |
| Unearned\tcompensation—SpectraSite\tmerger |  |  |  |  | (2,497) | 2,497 |  |  |  |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | 6,457 |  | 6,457 | 6,457 |
| Net\tunrealized\tgain\ton\tavailable-for-sale\tsecurities |  |  |  |  |  |  | 13,945 |  | 13,945 | 13,945 |
| Net\trealized\tgain\ton\tavailable-for-sale\tsecurities |  |  |  |  |  |  | (3,520) |  | (3,520) | (3,520) |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 3,685,138 | 37 |  |  | 44,039 |  |  |  | 44,076 |  |
| Tax\tbenefit\tfrom\tdisposition\tof\tstock\toptions |  |  |  |  | 1,359 |  |  |  | 1,359 |  |
| Stock\toption\ttender\toffer\taccrual\tfor\tcash\tpayments |  |  |  |  | (3,908) |  |  |  | (3,908) |  |
| Net\tincome |  |  |  |  |  |  |  | 27,484 | 27,484 | 27,484 |
| Total\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | $44,366 |
| BALANCE,\tDECEMBER\t31,\t2006 | 437,792,629 | $4,378 | (13,120,362) | $(404,093) | $7,502,472 |  | $16,079 | $(2,733,920) | $4,384,916 |  |
| Stock\toption\tactivity | 7,400,667 | 74 |  |  | 182,658 |  |  |  | 182,732 |  |
| Issuance\tof\tcommon\tstock\tupon\texercise\tof\twarrants | 192,054 | 2 |  |  | 290 |  |  |  | 292 |  |
| Issuance\tof\tcommon\tstock\t–\tStock\tPurchase\tPlan | 48,886 |  |  |  | 1,658 |  |  |  | 1,658 |  |
| Treasury\tstock\tactivity |  |  | (40,121,065) | (1,643,725) |  |  |  |  | (1,643,725) |  |
| Net\tchange\tin\tfair\tvalue\tof\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | (3,244) |  | (3,244) | (3,244) |
| Net\trealized\tloss\ton\tcash\tflow\thedges,\tnet\tof\ttax |  |  |  |  |  |  | (6,162) |  | (6,162) | (6,162) |
| Net\tunrealized\tloss\ton\tavailable-for-sale\tsecurities,\tnet\tof |  |  |  |  |  |  |  |  |  |  |
| tax |  |  |  |  |  |  | (3,230) |  | (3,230) | (3,230) |
| Net\trealized\tgain\ton\tavailable-for-sale\tsecurities,\tnet\tof\ttax |  |  |  |  |  |  | (7,069) |  | (7,069) | (7,069) |
| Convertible\tnotes\texchanged\tfor\tcommon\tstock | 7,325,733 | 73 |  |  | 88,012 |  |  |  | 88,085 |  |
| Cumulative\teffect\tof\tadoption\tof\tFIN\t48 |  |  |  |  |  |  |  | (25,769) | (25,769) |  |
| Reduction\tin\tdeferred\ttax\tasset\trelated\tto\tspin\toff\tfrom |  |  |  |  |  |  |  |  |  |  |
| American\tRadio\tSystems |  |  |  |  | (2,708) |  |  |  | (2,708) |  |
| Net\tincome |  |  |  |  |  |  |  | 56,316 | 56,316 | 56,316 |
| Total\tcomprehensive\tincome |  |  |  |  |  |  |  |  |  | $36,611 |
| BALANCE,\tDECEMBER\t31,\t2007 | 452,759,969 | $4,527 | (53,241,427) | $(2,047,818) | $7,772,382 |  | $(3,626) | $(2,703,373) | $3,022,092 |  |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

# (In	thousands)

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tPROVIDED\tBY\tOPERATING\tACTIVITIES: |  |  |  |
| Net\tincome\t(loss) | $56,316 | $27,484 | $(181,359) |
| Cumulative\teffect\tof\tchange\tin\taccounting\tprinciple,\tnet |  |  | 35,525 |
| Adjustments\tto\treconcile\tnet\tloss\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization\tand\taccretion | 522,928 | 528,051 | 411,254 |
| Stock-based\tcompensation\texpense | 54,603 | 39,502 | 15,930 |
| Other\tnon-cash\titems\treported\tin\tdiscontinued\toperations\t(primarily\tincome\ttax\tprovision\t(benefit)) | 6,192 | (444) | (2,145) |
| Increase\tin\trestricted\tcash | (49,818) |  |  |
| Minority\tinterest\tin\tnet\tearnings\tof\tsubsidiaries | 338 | 784 | 575 |
| (Gain)\tloss\ton\tinvestments\tand\tother\tnon-cash\t(income)\texpense | (9,470) | (5,453) | 2,078 |
| Impairments,\tnet\tloss\ton\tsale\tof\tlong-lived\tassets,\tnon-cash\trestructuring\tand\tmerger\trelated\texpense | 9,214 | 2,958 | 19,096 |
| Loss\ton\tretirement\tof\tlong-term\tobligations | 34,826 | 27,223 | 67,110 |
| Amortization\tof\tdeferred\tfinancing\tcosts,\tdebt\tdiscounts\tand\tother\tnon-cash\tinterest | 7,789 | 9,719 | 45,214 |
| Provision\tfor\tlosses\ton\taccounts\treceivable | 2,470 | 5,175 | 8,492 |
| Deferred\tincome\ttaxes | 21,239 | 17,535 | (11,029) |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |
| Accounts\treceivable | (13,417) | (182) | 7,570 |
| Prepaid\tand\tother\tassets | 65,704 | (9,509) | 19,973 |
| Deferred\trent\tasset | (69,673) | (58,306) | (30,304) |
| Accounts\tpayable\tand\taccrued\texpenses | (7,237) | (10,620) | (35,120) |
| Accrued\tinterest | (7,617) | 3,844 | (5,641) |
| Unearned\trevenue | 19,625 | 9,114 | 5,179 |
| Deferred\trent\tliability | 26,650 | 26,811 | 15,946 |
| Other\tlong-term\tliabilities | 22,017 | 7,052 | 8,860 |
| Cash\tprovided\tby\toperating\tactivities | 692,679 | 620,738 | 397,204 |
| CASH\tFLOWS\tUSED\tFOR\tINVESTING\tACTIVITIES: |  |  |  |
| Payments\tfor\tpurchase\tof\tproperty\tand\tequipment\tand\tconstruction\tactivities | (154,381) | (127,098) | (88,637) |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (43,962) | (14,337) | (7,479) |
| Payments\tfor\tacquisition\tof\tminority\tinterests |  | (22,944) | (7,270) |
| Cash\tacquired\tfrom\tSpectraSite\tmerger,\tnet\tof\ttransaction\tcosts\tpaid |  |  | 16,696 |
| Proceeds\tfrom\tsales\tof\tavailable-for-sale\tsecurities\tand\tother\tlong-term\tassets | 22,163 | 35,387 | 6,881 |
| Deposits,\trestricted\tcash,\tshort-term\tinvestments\tand\tother | (10,000) | (120) | (725) |
| Cash\tused\tfor\tinvesting\tactivities | (186,180) | (129,112) | (80,534) |
| CASH\tFLOWS\tUSED\tFOR\tFINANCING\tACTIVITIES: |  |  |  |
| Proceeds\tfrom\tissuance\tof\tCertificates\tin\tsecuritization\ttransaction | 1,750,000 |  |  |
| Proceeds\tfrom\tterm\tloan\tcredit\tfacility | 500,000 |  |  |
| Borrowings\tunder\trevolving\tcredit\tfacilities | 1,675,000 | 242,000 | 1,543,000 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes | 500,422 |  |  |
| Repayment\tof\tnotes\tpayable,\tcredit\tfacilities\tand\tcapital\tleases | (3,612,240) | (295,760) | (1,949,444) |
| Purchases\tof\tClass\tA\tcommon\tstock | (1,642,821) | (306,856) | (68,927) |
| Proceeds\tfrom\tstock\toptions,\twarrants\tand\tstock\tpurchase\tplan | 124,087 | 40,940 | 65,357 |
| Deferred\tfinancing\tcosts\tand\tother\tfinancing\tactivities | (49,088) | (3,387) | (9,512) |
| Cash\tused\tfor\tfinancing\tactivities | (754,640) | (323,063) | (419,526) |
| NET\t(DECREASE)\tINCREASE\tIN\tCASH\tAND\tCASH\tEQUIVALENTS | (248,141) | 168,563 | (102,856) |
| CASH\tAND\tCASH\tEQUIVALENTS,\tBEGINNING\tOF\tYEAR | 281,264 | 112,701 | 215,557 |
| CASH\tAND\tCASH\tEQUIVALENTS,\tEND\tOF\tYEAR | $33,123 | $281,264 | $112,701 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.				BUSINESS	AND	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Business—American	Tower	Corporation	and	subsidiaries	(collectively,	ATC	or	the	Company)	is	an	independent	owner,	operator	and	developer	of	wireless	and broadcast	communications	sites	in	the	United	States,	Mexico	and	Brazil.	The	Company's	primary	business,	as	discussed	in	note	14,	is	the	leasing	of	antenna	space	on multi-tenant	communications	sites	to	wireless	service	providers	and	radio	and	television	broadcast	companies.	The	Company	also	manages	rooftop	and	tower	sites	for third	parties,	operates	distributed	antenna	systems	within	buildings,	and	provides	network	development	services	that	support	its	rental	and	management	operations	and the	addition	of	new	tenants	and	equipment	on	its	sites.

The	Company	completed	its	merger	with	SpectraSite,	Inc.	in	August	2005,	as	more	fully	described	in	note	4.	The	merger	was	approved	by	the	stockholders	of	the Company	and	SpectraSite,	Inc.	on	August	3,	2005,	and	the	results	of	operations	of	SpectraSite	have	been	included	in	the	Company's	accompanying	consolidated financial	statements	commencing	on	August	3,	2005.

ATC	is	a	holding	company	that	conducts	its	operations	in	the	United	States	and	internationally	through	its	directly	and	indirectly	owned	subsidiaries.	ATC's	principal United	States	operating	subsidiaries	are	American	Towers,	Inc.	(ATI)	and	SpectraSite	Communications,	LLC	(SpectraSite).	ATC	conducts	its	international	operations through	its	subsidiary,	American	Tower	International,	Inc.,	which	in	turn	conducts	operations	through	its	international	operating	subsidiaries.	The	Company's international	operations	consist	primarily	of	its	operations	in	Mexico	and	Brazil,	which	it	conducts	in	Mexico	through	ATC	Mexico	Holding	Corp.	(ATC	Mexico)	and	in Brazil	through	ATC	South	America	Holding	Corp.	(ATC	South	America).

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

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

The	Company	is	in	the	process	of	reviewing	the	estimated	useful	lives	of	its	tower	assets.	The	Company	now	has	over	ten	years	of	operating	history,	and	it	is considering	whether	it	should	modify	its	current	estimates	for	asset	lives	based	on	its	historical	operating	experience.	The	Company	has	retained	an	independent consultant	to	assist	the	Company	in	completing	this	review,	and	received	a	report	from	the	consultant	in	the	first	quarter	of	2008,	which	it	is	in	the	process	of	analyzing. The	Company	currently	depreciates	its	towers	on	a	straight-line	basis	over	the	shorter	of	the	term	of	the	underlying	ground	lease	(including	renewal	options)	or	the estimated	useful	life	of	the	tower,	which	the	Company	has	historically	estimated	to	be	15	years.	Additionally,	certain	of	the	Company's	intangible	assets	are	amortized on	a	similar	basis	to	the	tower	assets,	as	the	estimated	useful	lives	of	such	intangibles	correlate	to	the	useful	life	of	the	towers.	If	the	Company	concludes	that	a	revision in	the	estimated	useful	lives	of	its	tower	assets	is	appropriate,	the	Company	will	account	for	any	changes	in	the	useful	lives	as	a	change	in	accounting	estimate	under Statement	of	Financial	Accounting	Standards	(SFAS)	No.	154	"Accounting	Changes	and	Error	Corrections,"	which	will	be	recorded	prospectively	beginning	in	the period	of	change.	Based	on	preliminary	information	obtained	to	date,	the	Company	expects	that	its	estimated	asset	lives	may	be	extended

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

which	would	result	in	prospective	decreases	in	depreciation	and	amortization,	and	such	changes	could	be	material	to	future	depreciation	and	amortization	and	the Company's	consolidated	results	of	operations.

Revenue	Recognition—Rental	and	management	revenues	are	recognized	on	a	monthly	basis	under	lease	or	management	agreements	when	earned.	Fixed	escalation clauses	present	in	non-cancelable	lease	agreements,	excluding	those	tied	to	the	Consumer	Price	Index	(CPI)	or	other	inflation-based	indices,	and	other	incentives	present in	lease	agreements	with	the	Company's	customers	are	recognized	on	a	straight-line	basis	over	the	terms	of	the	applicable	leases.	Straight-line	revenues	for	the	years ended	December	31,	2007,	2006	and	2005	approximated	$69.7	million,	$58.3	million	and	$30.3	million,	respectively.	The	Company's	straight-line	asset	of approximately	$279.7	million	and	$210.0	million	is	included	in	notes	receivable	and	other	long-term	assets	in	the	accompanying	consolidated	balance	sheets	as	of December	31,	2007	and	2006,	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	such	time	as	the	earnings	process	is	complete.

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

Rent	Expense—Many	of	the	leases	underlying	the	Company's	tower	sites	have	fixed	rent	escalators,	which	provide	for	periodic	increases	in	the	amount	of	ground	rent payable	by	the	Company	over	time.	The	Company	calculates	straight-line	ground	rent	expense	for	these	leases	based	on	the	fixed	non-cancelable	term	of	the	underlying ground	lease	plus	all	periods,	if	any,	for	which	failure	to	renew	the	lease	imposes	an	economic	penalty	to	the	Company	such	that	renewal	appears,	at	the	inception	of	the lease,	to	be	reasonably	assured.	Certain	of	the	Company's	tenant	leases	require	the	Company	to	exercise	available	renewal	options	pursuant	to	the	underlying	ground lease,	if	the	tenant	exercises	its	renewal	option.	For	towers	with	these	types	of	tenant	leases	at	the	inception	of	the	ground	lease,	the	Company	calculates	its	straight-line ground	rent	over	the	term	of	the	ground	lease,	including	all	renewal	options	required	to	fulfill	the	tenant	lease	obligation.

Straight-line	ground	rent	expense	approximated	$26.7	million,	$26.8	million	and	$15.9	million,	for	the	years	ended	December	31,	2007,	2006	and	2005,	respectively. The	Company's	straight-line	rent	liability	of	approximately	$150.8	million	and	$124.1	million	is	included	in	other	long-term	liabilities	in	the	accompanying	consolidated balance	sheets	as	of	December	31,	2007	and	2006,	respectively.	The	Company's	prepaid	land	rent	of	approximately	$30.1	million	and	$27.3	million	is	included	in prepaid	and	other	current	assets	in	the	accompanying	consolidated	balance	sheets	as	of	December	31,	2007	and	2006,	respectively.

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

Stock-Based	Compensation—On	January	1,	2006,	the	Company	adopted	SFAS	No.	123	(revised	2004),	"Share-Based	Payment,"	(SFAS	No.	123R),	which	requires	the measurement	and	recognition	of	compensation	expense	for	all	share-based	payment	awards	made	to	employees	and	directors,	including	stock	options	and	employee stock	purchases	under	employee	stock	purchase	plans.	SFAS	No.	123R	supersedes	the	Company's	previous

accounting	under	Accounting	Principles	Board	Opinion	No.	25,	"Accounting	for	Stock	Issued	to	Employees"	(APB	No.	25).	Under	SFAS	No.	123R,	companies	are	no longer	permitted	to	account	for	share-based	compensation	transactions	using	the	intrinsic	value	method	in	accordance	with	APB	No.	25	described	below.	Instead, companies	are	required	to	account	for	such	transactions	using	a	fair	value	method	and	recognize	the	related	expense	associated	with	share-based	payments	in	the statement	of	operations.	The	Company	adopted	SFAS	No.	123R	under	the	modified	prospective	method,	pursuant	to	which	compensation	expense	for	all	share-based payments	granted	or	modified	after	the	effective	date	is	recognized	based	upon	the	requirements	of	SFAS	No.	123R.	Accordingly,	prior	period	amounts	have	not	been restated	related	to	the	adoption	of	SFAS	No.	123R.	SFAS	No.	123R	requires	companies	to	recognize	stock-based	compensation	awards	granted	to	employees	and directors	as	compensation	expense	on	a	fair	value	method.	Under	the	fair	value	recognition	provisions	of	SFAS	No.	123R,	stock-based	compensation	cost	is	measured	at the	accounting	measurement	date	based	on	the	fair	value	of	the	award	and	is	recognized	as	expense	over	the	service	period,	which	generally	represents	the	vesting period.	The	fair	value	of	stock	option	grants	is	calculated	using	the	Black-Scholes	option	pricing	model	and	the	unrecognized	expense	of	unvested	awards	as	of January	1,	2006	are	being	recognized	under	the	same	pricing	model.	The	expense	recognized	over	the	service	period	is	required	to	include	an	estimate	of	the	awards	that will	be	forfeited.	Under	APB	No.	25,	the	Company	previously	recorded	the	impact	of	forfeitures	as	they	occurred.

Under	the	terms	of	the	Company's	2007	Equity	Incentive	Plan	described	in	note	13,	the	Company	plans	to	grant	awards	of	restricted	stock	units	beginning	in	2008. Under	the	fair	value	recognition	provisions	of	SFAS	No.	123R,	the	Company	records	stock-based	compensation	expense	for	restricted	stock	units	based	on	the	fair	value of	the	restricted	stock	units	as	determined	by	the	quoted	closing	market	price	of	the	Company's	Class	A	common	stock	at	the	date	of	grant.	The	expense	is	recognized over	the	service	period	and	is	required	to	include	an	estimate	of	awards	that	will	be	forfeited.

In	November	2005,	the	Financial	Accounting	Standards	Board	(FASB)	issued	FASB	Staff	Position	(FSP)	FAS	123R-3,	"Transition	Election	Related	to	Accounting	for the	Tax	Effects	of	Share-Based	Payment	Awards"	(FAS	123R-3).	Effective	upon	issuance,	this	FSP	describes	an	alternative	transition	method	for	calculating	the	tax effects	of	stock-based	compensation	to	establish	the	beginning	balance	of	the	additional	paid-in	capital	pool	(APIC	pool)	related	to	the	tax	effects	of	employee	stock- based	compensation,	and	to	determine	the	subsequent	impact	on	the	APIC	pool	and	the	statement	of	cash	flows	of	the	tax	effects	of	employee	stock-based	compensation awards	that	are	outstanding	upon	adoption	of	SFAS	No.	123R.	During	the	year	ended	December	31,	2006,	the	Company	elected	the	"Long"	method,	as	defined	in	the FAS	123R-3.	In	addition,	in	accordance	with	SFAS	No.	123R,	SFAS	No.	109	and	EITF	Topic	D-32,	"Intraperiod	Tax	Allocation	of	the	Tax	Effect	of	Pretax	Income from	Continuing	Operations,"	the	Company	has	elected	to	recognize	excess	income	tax	benefits	from	stock	option	exercises	in	additional	paid-in	capital	only	if	an incremental	income	tax	benefit	would	be	realized	after	considering	all	other	tax	attributes	presently	available	to	the	Company.	The	Company	measures	the	tax	benefit associated	with	excess	tax	deductions	related	to	stock-based	compensation	expense	by	multiplying	the	excess	tax	deductions	by	the	statutory	tax	rates.

Prior	to	January	1,	2006,	the	Company	complied	with	the	provisions	of	APB	No.	25	to	account	for	equity	grants	and	awards	to	employees,	officers	and	directors	and	the disclosure-only	provisions	of	SFAS	No.	148	"Accounting	for	Stock-Based	Compensation—Transition	and	Disclosure—an	amendment	of	SFAS	No.	123,"	which provided	optional	transition	guidance	for	those	companies	electing	to	voluntarily	adopt	the	accounting	provisions	of	SFAS	No.	123	"Accounting	for	Stock-Based Compensation"	(SFAS	No.	123).	In	accordance	with	APB	No.	25,	the	Company	recognized	compensation	expense	based	on	the	excess,	if	any,	of	the	quoted	market price	of	the	stock	at	the	accounting	measurement	date	over	the	amount	an	employee	must	pay	to	acquire	the	stock.	Under	APB	No.	25,	compensation	expense	is measured	as	of	the	date	an	award	has	received	approval	by	relevant	authority,	the	number	of	shares	and	exercise	price	are	fixed	and	allocation	to	specific	individuals	has

occurred.	Generally,	this	occurs	on	the	date	the	grant	is	approved	by	the	compensation	committee	of	the	Company's	Board	of	Directors,	or,	if	grant	authority	has	been delegated	to	management,	when	the	shares	are	allocated	to	specific	individuals.	The	stock-based	compensation	expense	is	recognized	over	the	vesting	period	using	the ratable	method,	whereby	an	equal	amount	of	expense	is	recognized	for	each	year	of	vesting.

Prior	to	January	1,	2006,	the	Company	accounted	for	modifications	to	stock	options	under	FIN	44	"Accounting	for	Certain	Transactions	Involving	Stock	Compensation, an	interpretation	of	APB	No.	25"	(FIN	44).	Modifications	include,	but	are	not	limited	to,	acceleration	of	vesting	and	continued	vesting	while	not	providing	substantive services.	Compensation	expense	is	recorded	in	the	period	of	modification	for	the	intrinsic	value	of	the	vested	portion	of	the	award,	including	vesting	that	occurs	while not	providing	substantive	services,	on	the	date	of	modification.	The	intrinsic	value	of	the	option	grant	is	the	difference	between	the	fair	market	value	of	the	Company's stock	on	the	date	of	modification	and	the	exercise	price	of	the	option	grant.	The	Company	valued	stock	options	assumed	in	conjunction	with	business	combinations accounted	for	using	the	purchase	method	at	fair	value	on	the	date	of	acquisition	using	the	Black-Scholes	option-pricing	model,	in	accordance	with	FIN	44.	The	fair	value of	assumed	options	is	included	as	a	component	of	the	purchase	price.	The	intrinsic	value	of	unvested	stock	options	is	recorded	as	unearned	stock-based	compensation and	amortized	to	expense	over	the	remaining	vesting	period	of	the	stock	options	using	the	straight-line	method.

The	Company's	stock-based	compensation	expense	is	included	in	selling,	general,	administrative	and	development	expense	for	the	years	ended	December	31,	2007, 2006	and	2005,	as	well	as	certain	amounts	associated	with	restructuring	and	merger	related	employee	terminations	that	are	reflected	in	impairments,	net	loss	on	sale	of long-lived	assets,	restructuring	and	merger	related	expense	for	the	year	ended	December	31,	2005.	The	Company's	stock-based	compensation	plans	are	described	in	note 13.

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 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.

Discount	and	Premium	on	Notes—The	Company	amortizes	the	discount	on	its	convertible,	senior	and	senior	subordinated	discount	notes	(including	the	allocated	fair value	of	the	related	warrants)	and	the	premium	on	its	senior	notes,	using	the	effective	interest	method	over	the	term	of	the	obligation.	Such	amortization	is	reflected	in interest	expense	in	the	accompanying	consolidated	statements	of	operations.	(See	note	3.)

Concentrations	of	Credit	Risk—Financial	instruments	that	potentially	subject	the	Company	to	concentrations	of	credit	risk	are	primarily	cash	and	cash	equivalents,	notes receivable	described	in	note	7,	trade	receivables	and	derivative	instruments	described	in	note	8.	The	Company	mitigates	its	risk	with	respect	to	cash	and	cash	equivalents and	derivative	instruments	by	maintaining	its	deposits	and	contracts	at	high	quality	financial	institutions	and	monitoring	the	credit	ratings	of	those	institutions.	The Company	derives	the	largest	portion	of	its	revenues,	corresponding	trade	receivables	and	the	related	deferred	rent	asset	from	a	small	number	of	customers	in	the telecommunications	industry,	and	approximately	70%	of	its	revenues	are	derived	from	six	customers	in	the	industry.	In	addition,	the	Company	has	concentrations	of credit	risk	in	certain	geographic	areas.	(See	notes	7,	8	and	14.)

The	Company	mitigates	its	concentrations	of	credit	risk	with	respect	to	notes	and	trade	receivables	by	actively	monitoring	the	credit	worthiness	of	its	borrowers	and customers.	Accounts	receivable	are	reported	net	of	allowances	of	$7.6	million,	$9.3	million	and	$15.1	million	as	of	December	31,	2007,	2006	and	2005,	respectively. Amounts	charged	against	allowances,	net	of	recoveries,	for	the	years	ended	December	31,	2007,

2006	and	2005	were	$4.2	million,	$11.0	million	and	$13.1	million,	respectively.	The	fair	value	of	accounts	receivable	acquired	in	the	merger	with	SpectraSite,	Inc. increased	the	allowances	by	$5.7	million	as	of	the	date	of	acquisition	in	August	2005.

Derivative	Financial	Instruments—The	Company	accounts	for	derivative	financial	instruments	in	accordance	with	SFAS	No.	133,	"Accounting	for	Derivative Instruments	and	Hedging	Activities,"	as	amended.	All	derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value	and	assets	are	reflected	in	notes	receivable and	other	long-term	assets	and	liabilities	are	reflected	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheets.	If	a	derivative	is	designated	as	a cash	flow	hedge,	the	effective	portions	of	changes	in	the	fair	value	of	the	derivative	are	recorded	in	accumulated	other	comprehensive	(loss)	income	and	are	recognized in	the	results	of	operations	when	the	hedged	item	affects	earnings.	Ineffective	portions	of	changes	in	the	fair	value	of	cash	flow	hedges	are	recognized	in	the	results	of operations.	For	derivative	instruments	not	designated	as	hedging	instruments,	changes	in	fair	value	are	recognized	in	the	results	of	operations	in	the	period	that	the change	occurs.

The	Company	uses	derivative	financial	instruments	as	a	means	of	managing	interest-rate	risk	associated	with	its	current	debt	or	anticipated	debt	transactions	that	have	a high	probability	of	execution.	The	Company	is	exposed	to	interest	rate	risk	relating	to	variable	interest	rates	on	its	revolving	credit	facility	described	in	note	3.	The Company	uses	interest	rate	swaps	as	part	of	its	overall	strategy	to	manage	the	level	of	exposure	to	the	risk	of	interest	rate	fluctuations	under	its	variable	rate	credit facilities.	The	interest	rate	swap	agreements	effectively	convert	the	interest	payments	for	a	portion	of	the	debt	from	floating	rate	to	fixed	rate	debt.	The	Company	also enters	into	forward	starting	interest	rate	swap	agreements	and	treasury	lock	agreements,	which	the	Company	designates	as	cash	flow	hedges,	to	manage	exposure	to variability	in	cash	flows	relating	to	forecasted	interest	payments	in	connection	with	the	likely	issuance	of	new	fixed	rate	debt.	Settlement	gains	and	losses	on	terminations of	these	forward	starting	interest	rate	swap	agreements	are	recorded	in	other	comprehensive	income	(loss),	net	of	taxes,	and	amortized	to	interest	expense	over	the	term of	the	newly	issued	debt.

The	Company	assesses,	both	at	the	inception	of	the	hedge	and	on	an	ongoing	basis,	whether	the	derivatives	that	are	used	in	hedging	transactions	are	highly	effective	in offsetting	changes	in	cash	flows	of	hedged	items.	The	Company	does	not	hold	derivatives	for	trading	purposes.	(See	note	8.)

Effective	January	1,	2006,	the	Company	adopted	the	provisions	of	Derivatives	Implementation	Group	Issue	B39,	"Embedded	Derivatives:	Application	of	Paragraph 13(b)	to	Call	Options	That	are	Exercisable	Only	by	the	Debtor"	(DIG	Issue	B39).	Under	DIG	Issue	B39,	the	carrying	value	of	the	call	provision	contained	in	the Company's	7.125%	senior	notes	described	in	note	3	that	qualified	as	an	embedded	derivative	no	longer	required	separate	recognition	or	accounting	and	is	combined	with the	carrying	value	of	the	underlying	debt.	Prior	to	January	1,	2006,	the	$3.1	million	fair	value	of	the	liability	had	been	recorded	at	fair	value	at	the	end	of	each	reporting period	with	changes	in	fair	value	reflected	in	other	income	(expense)	in	the	accompanying	consolidated	statement	of	operations.	Effective	January	1,	2006,	the	$3.1 million	carrying	value	of	the	call	provision	was	reclassified	from	other	long-term	liabilities	to	other	long-term	obligations	in	the	consolidated	balance	sheet	and	the Company	began	to	amortize	the	premium	over	the	term	of	the	call	provision.	During	the	years	ended	December	31,	2007	and	2006,	the	Company	recorded	$1.1	million as	a	reduction	to	interest	expense	in	the	accompanying	consolidated	statement	of	operations	and	the	carrying	value	of	the	call	provision	was	$0.9	million	and	$2.0	million as	of	December	31,	2007	and	2006,	respectively,	in	the	accompanying	consolidated	balance	sheets.

Other	Comprehensive	(Loss)	Income—Other	comprehensive	(loss)	income	refers	to	revenues,	expenses,	gains	and	losses	that	under	accounting	principles	generally accepted	in	the	United	States	of	America	are	included	in

other	comprehensive	(loss)	income,	but	are	excluded	from	net	income	(loss),	as	these	amounts	are	recorded	directly	as	an	adjustment	to	stockholders'	equity,	net	of	tax. The	Company's	other	comprehensive	(loss)	income	is	comprised	of	realized	and	unrealized	gains/losses	on	derivative	cash	flow	hedges	and	short-term	available-for-sale securities	as	summarized	in	the	accompanying	consolidated	statement	of	stockholders'	equity.

Foreign	Currency	Remeasurement—The	functional	currency	of	the	Company's	foreign	subsidiaries	in	Mexico	and	Brazil	is	the	U.S.	dollar.	Monetary	assets	and liabilities	related	to	the	Company's	operations	in	Mexico	and	Brazil	are	remeasured	from	the	local	currency	into	U.S.	dollars	at	the	rate	of	currency	exchange	at	the	end of	the	applicable	fiscal	reporting	period.	Non-monetary	assets	and	liabilities	are	remeasured	at	historical	exchange	rates.	Revenues	and	expenses	are	remeasured	at average	monthly	exchange	rates.	All	remeasurement	gains	and	losses	are	included	in	the	Company's	consolidated	statement	of	operations,	within	the	caption	other income	(expense).	The	net	remeasurement	gain	for	the	years	ended	December	31,	2007,	2006	and	2005	approximated	$2.7	million,	$1.0	million	and	$0.4	million, respectively.

Cash	and	Cash	Equivalents—Cash	and	cash	equivalents	include	cash	on	hand,	demand	deposits	and	short-term	investments	with	remaining	maturities	(when	purchased) of	three	months	or	less.

Restricted	Cash—The	Company	classifies	as	restricted	cash	all	cash	pledged	as	collateral	to	secure	obligations	and	all	cash	whose	use	is	otherwise	limited	by	contractual provisions,	including	cash	on	deposit	in	reserve	accounts	relating	to	the	Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	issued	in	the	Company's securitization	transaction,	as	described	in	note	3.

Short-Term	Investments	and	Available	for	Sale	Securities—As	of	December	31,	2007,	short-term	investments	and	available-for-sale	securities	includes	government bonds	of	approximately	$6.3	million	with	remaining	maturities	(when	purchased)	in	excess	of	three	months	and	$0.9	million	of	available-for-sale	securities.	As	of December	31,	2007	and	2006,	the	Company's	only	short-term	available-for-sale	security	was	in	FiberTower	Corporation	(FiberTower),	which	had	a	fair	value	of approximately	$0.9	million	(0.4	million	shares	of	common	stock	at	a	price	of	$2.28	per	share)	and	$23.0	million	(3.9	million	shares	of	common	stock	at	a	price	of	$5.88 per	share),	respectively.	The	Company	complies	with	the	provisions	of	SFAS	No.	115	"Accounting	for	Certain	Investments	in	Debt	and	Equity	Securities"	(SFAS No.	115),	and	investments	classified	as	available-for-sale	are	carried	at	fair	value	on	the	consolidated	balance	sheet.	The	net	unrealized	gains	or	losses	on	the	available- for-sale	securities,	net	of	tax,	are	reported	as	accumulated	other	comprehensive	(loss)	income,	unless	such	changes	are	deemed	other	than	temporary.	The	Company periodically	reviews	the	value	of	available-for-sale	securities	and	will	record	impairment	charges	in	the	consolidated	statement	of	operations	and	comprehensive	(loss) income	for	any	decline	in	value	that	is	determined	to	be	other-than-temporary.	The	Company	does	not	have	any	investments	classified	as	trading.

During	the	years	ended	December	31,	2007	and	2006,	the	Company	sold	3.5	million	shares	of	FiberTower	for	proceeds	of	$17.1	million	and	1.6	million	shares	for proceeds	of	$8.6	million,	respectively.	Realized	gains	of	$10.9	million	and	$5.4	million	are	included	in	other	income	(expense)	in	the	accompanying	consolidated statement	of	operations	for	the	years	ended	December	31,	2007	and	2006,	respectively.	As	of	December	31,	2007	and	2006,	the	unrealized	gains	included	in	other comprehensive	(loss)	income,	net	of	taxes	totaled	$0.1	million	and	$10.4	million,	respectively.

Property	and	Equipment—Property	and	equipment	are	recorded	at	cost	or	at	estimated	fair	value	(in	the	case	of	acquired	properties).	Cost	for	self-constructed	towers includes	direct	materials	and	labor,	indirect	costs	associated	with	construction	and	capitalized	interest.	Approximately	$0.7	million	and	$0.5	million	of	interest	was capitalized	for	the	years	ended	December	31,	2006	and	2005,	respectively.

Depreciation	is	recorded	using	the	straight-line	method	over	the	assets'	estimated	useful	lives.	Property	and	equipment	acquired	through	capital	leases	are	amortized using	the	straight-line	method	over	the	shorter	of	the	lease	term	or	the	estimated	useful	life	of	the	asset.	Towers	on	leased	land	are	depreciated	over	the	shorter	of	the term	of	the	ground	lease	(including	renewal	options)	or	the	estimated	useful	life	of	the	tower	(15	years).	Subject	to	completion	of	the	Company's	review	and	analysis	of the	useful	lives	of	its	tower	assets	described	above,	asset	useful	lives	are	as	follows:

Towers	or	assets	acquired	through	capital	leases	are	reflected	in	property	and	equipment	at	the	present	value	of	future	minimum	lease	payments	or	the	fair	market	value of	the	leased	asset	at	the	inception	of	the	lease.	Property	and	equipment,	network	location	intangibles	and	assets	held	under	capital	lease	related	to	tower	acquisitions	are amortized	over	their	useful	lives	for	a	period	up	to	fifteen	years.	Expenditures	for	repairs	and	maintenance	are	expensed	as	incurred.	Betterments	and	improvements	that extend	an	asset's	useful	life	or	enhance	capacity	are	capitalized.

Goodwill	and	Other	Intangible	Assets—The	Company	complies	with	the	provisions	of	SFAS	No.	142,	"Goodwill	and	Other	Intangible	Assets"	(SFAS	No.	142)	which requires	that	goodwill	and	intangible	assets	with	indefinite	lives	no	longer	be	amortized,	but	reviewed	for	impairment	at	least	annually	or	whenever	events	or circumstances	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable,	in	accordance	with	SFAS	No.	142.	Intangible	assets	that	are	deemed	to	have	a	definite	life are	amortized	over	their	useful	lives.	(See	note	6.)

Income	Taxes—The	consolidated	financial	statements	reflect	provisions	for	federal,	state,	local	and	foreign	income	taxes.	The	Company	recognizes	deferred	tax	assets and	liabilities	for	the	future	tax	consequences	attributable	to	differences	between	the	financial	statement	carrying	amounts	of	existing	assets	and	liabilities	and	their respective	tax	bases,	as	well	as	operating	loss	and	tax	credit	carryforwards.	The	Company	measures	deferred	tax	assets	and	liabilities	using	enacted	tax	rates	expected	to apply	to	taxable	income	in	the	years	in	which	those	temporary	differences	and	carryforwards	are	expected	to	be	recovered	or	settled.	The	effect	on	deferred	tax	assets and	liabilities	as	a	result	of	a	change	in	tax	rates	is	recognized	in	income	in	the	period	that	includes	the	enactment	date.	The	Company	provides	valuation	allowances	if, based	on	the	weight	of	available	evidence,	it	is	more	likely	than	not	that	some	or	all	of	the	deferred	tax	assets	will	not	be	realized.	The	Company	also	periodically reviews	its	valuation	allowances	on	its	deferred	tax	assets	to	reduce	these	amounts	to	the	amount	that	management	believes	is	more	likely	than	not	to	be	realized.

Effective	January	1,	2007,	the	Company	adopted	the	provisions	of	FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	SFAS No.	109"	(FIN	48).	FIN	48	prescribes	a	more-likely-than-not	threshold	for	financial	statement	recognition	and	measurement	of	a	tax	position	taken	or	expected	to	be taken	in	a	tax	return.	This	interpretation	also	provides	guidance	on	derecognition	of	income	tax	assets	and	liabilities,	classification	of	current	and	deferred	income	tax assets	and	liabilities,	accounting	for	interest	and	penalties	associated	with	tax	positions,	accounting	for	income	taxes	in	interim	periods	and	income	tax	disclosures.	The cumulative	effect	of	applying	this	interpretation	has	been	recorded	as	an	increase	of	$25.8	million	to	accumulated	deficit,	an	increase	of	$9.2	million	to	prepaid	and other	current	assets	and	an	increase	of	$17.1	million	to	long-term	deferred	tax	assets,	with	a	corresponding	increase	in	other	long-term	liabilities	of	$52.1	million	in	the consolidated	balance	sheet	as	of	January	1,	2007.	In	conjunction	with	the	adoption	of	FIN	48,	the	Company	classified	uncertain	tax	positions	as	non-current	income	tax liabilities	unless	expected	to	be

paid	in	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.	(See	note	2.)

Property	Taxes—The	Company's	accrued	property	and	real	estate	tax	liabilities	of	approximately	$29.2	million	and	$29.1	million	are	included	in	accounts	payable	and accrued	expenses	in	the	accompanying	consolidated	balance	sheets	as	of	December	31,	2007	and	2006,	respectively.

Sales	of	Subsidiary	Stock—The	Company	complies	with	the	provisions	of	SEC	Staff	Accounting	Bulletin	(SAB)	No.	51,	"Accounting	for	Sales	of	Stock	by	a Subsidiary"	and	records	the	difference	between	the	Company's	carrying	value	of	the	interest	in	the	subsidiary's	equity	that	was	sold	and	the	proceeds	received	for	that interest	to	additional	paid-in-capital.	The	Company	records	any	gains	or	losses	resulting	from	the	sale	of	stock	by	a	subsidiary	as	a	component	of	stockholders'	equity. (See	note	11.)

Treasury	Stock—The	Company	records	treasury	stock	purchases	under	the	cost	method,	whereby	the	purchase	price,	including	legal	costs	and	commissions,	is	recorded in	a	contra	equity	account	(treasury	stock).	The	equity	accounts	from	which	the	shares	were	originally	issued	are	not	adjusted	for	any	treasury	stock	purchases.	(See	note 13.)

Earnings	(Loss)	Per	Common	Share-	Basic	and	Diluted—Basic	income	from	continuing	operations	per	common	share	for	the	years	ended	December	31,	2007,	2006 and	2005	represents	income	from	continuing	operations	divided	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	income	from continuing	operations	per	common	share	for	the	years	ended	December	31,	2007	and	2006	represents	income	from	continuing	operations	divided	by	the	weighted average	number	of	common	shares	outstanding	during	the	period	and	any	dilutive	common	share	equivalents,	including	shares	issuable	upon	exercise	of	stock	options and	warrants	as	determined	under	the	treasury	stock	method	and	upon	conversion	of	the	Company's	convertible	notes,	as	determined	under	the	if-converted	method.	For the	years	ended	December	31,	2007	and	2006,	the	weighted	average	number	of	common	shares	outstanding	excludes	shares	issuable	upon	conversion	of	the	Company's convertible	notes	of	18.5	million	and	33.1	million,	respectively,	and	shares	issuable	upon	exercise	of	the	Company's	stock	options	of	6.1	million	and	5.1	million, respectively,	as	the	effect	would	be	anti-dilutive.	For	the	year	ended	December	31,	2005,	potential	common	shares,	consisting	of	all	shares	issuable	upon	exercise	of stock	options	and	warrants	and	upon	conversion	of	the	Company's	convertible	notes,	of	72.9	million,	have	been	excluded	from	the	computation	of	diluted	loss	per common	share,	as	the	effect	would	be	anti-dilutive.

The	following	table	sets	forth	basic	and	diluted	income	(loss)	from	continuing	operations	per	common	share	computational	data	for	the	years	ended	December	31,	2007, 2006	and	2005	(in	thousands,	except	per	share	data):

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Basic\tweighted\taverage\tcommon\tshares\toutstanding | \t 413,167 | \t 424,525 | \t 302,510 |
| Dilutive\tsecurities: |  |  |  |
| Stock\toptions,\twarrants\tand\tconvertible\tnotes | 12,912 | 11,692 |  |
| Diluted\tweighted\taverage\tcommon\tshares\toutstanding | \t 426,079 | \t 436,217 | \t 302,510 |
| Basic\tand\tdilutive\tincome\t(loss)\tfrom\tcontinuing\toperations\tper\tcommon\tshare | $0.22 | $0.06 | $(0.47) |

Litigation	Costs—The	Company	periodically	becomes	involved	in	various	claims	and	lawsuits	that	are	incidental	to	its	business.	The	Company	regularly	monitors	the status	of	pending	legal	actions	to	evaluate	both	the	magnitude	and	likelihood	of	any	potential	loss.	The	Company	accrues	for	these	potential	losses	when	it	is	probable that	a	liability	has	been	incurred	and	the	amount	of	loss,	or	possible	range	of	loss,	can	be	reasonably	estimated.	Should	the	ultimate	losses	on	contingencies	and	litigation vary	from	estimates,	adjustments	to	those	reserves	may	be	required.	The	Company	also	incurs	legal	costs	in	connection	with	these	matters	and	accounts	for	these expenses	as	incurred,	net	of	anticipated	insurance	proceeds.	With	the	exception	of	legal	costs	related	to	the	Verestar	bankruptcy,	legal	costs	are	reflected	in	selling, general,	administrative	and	development	expense	in	the	accompanying	consolidated	statement	of	operations.	Legal	costs	incurred	in	connection	with	the	Company's involvement	in	the	Verestar	bankruptcy	proceedings	are	reflected	within	discontinued	operations	in	the	accompanying	consolidated	statement	of	operations.	(See	note	9.)

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

The	Company	also	complies	with	the	provisions	of	SFAS	No.	144,	"Accounting	for	the	Impairment	or	Disposal	of	Long-Lived	Assets,"	(SFAS	No.	144)	regarding impairment	assessments	and	decisions	concerning	discontinued	operations.	The	Company	records	impairment	losses	in	the	period	in	which	it	identifies	such impairments.	(See	note	12.)	In	December	2003,	Verestar	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws.	Under	generally	accepted	accounting principles,	consolidation	is	generally	required	for	investments	of	more	than	50%	of	the	outstanding	voting	stock	of	an	investee,	except	when	control	is	not	held	by	the majority	owner.	Under	these	rules,	legal	reorganization	or	bankruptcy	represent	conditions	which	can	preclude	consolidation	in	instances	where	control	rests	with	the bankruptcy	court,	rather	than	the	majority	owner.	Accordingly,	due	to	the	bankruptcy	filing,	the	Company	ceased	to	consolidate	Verestar's	financial	results	beginning December	22,	2003.	As	described	in	note	9,	the	Company	has	incurred	costs	and	related	tax	effects	in	connection	with	its	involvement	in	the	bankruptcy	proceedings and	related	settlement	of	Verestar	of	$37.8	million,	$0.9	million	and	$1.3	million,	which	are	reflected	within	the	net	loss	on	disposal	of	discontinued	operations	in	the accompanying	consolidated	statements	of	operations	for	the	years	ended	December	31,	2007,	2006	and	2005,	respectively.	Loss	from	discontinued	operations,	net	for the	year	ended	December	31,	2007	also	includes	$1.4	million	in	gains,	net	of	tax,	related	to	litigation	and	insurance	settlements	that	were	settled	for	less	than	the Company's	original	estimates.	(See	note	9.)

Notes	Receivable	and	Other	Long-Term	Assets—Other	long-term	assets	primarily	represent	the	Company's	notes	receivable	described	in	note	7,	including	TV	Azteca, the	straight-line	asset	associated	with	non-cancelable	tenant	leases	that	contain	fixed	escalation	clauses	over	the	terms	of	the	applicable	leases,	as	well	as	investments, prepaid	ground	lease	assets,	long-term	deposits,	favorable	leasehold	interests	and	other	long-term	assets	acquired	in	connection	with	the	merger	with	SpectraSite,	Inc.

Asset	Retirement	Obligations—The	Company	complies	with	the	provisions	of	SFAS	No.	143,	"Accounting	for	Asset	Retirement	Obligations"	(SFAS	No.	143)	and	the provisions	of	FASB	Interpretation	No.	47	"Accounting	for	Conditional	Asset	Retirement	Obligations"	(FIN	No.	47).	Both	pronouncements	address	the	financial

accounting	and	reporting	requirements	for	conditional	obligations	associated	with	the	Company's	legal	obligation	to	retire	tangible	long-lived	assets	and	the	related	asset retirement	costs.

The	fair	value	of	a	liability	for	asset	retirement	obligations	is	recognized	in	the	period	in	which	it	is	incurred	and	can	be	reasonably	estimated.	Such	asset	retirement	costs are	capitalized	as	part	of	the	carrying	amount	of	the	related	long-lived	asset	and	depreciated	over	the	asset's	estimated	useful	life.	Fair	value	estimates	of	liabilities	for asset	retirement	obligations	generally	involve	discounting	of	estimated	future	cash	flows.	Periodic	accretion	of	such	liabilities	due	to	the	passage	of	time	is	recorded	as an	operating	expense.	The	Company	has	certain	legal	obligations	related	to	tower	assets	which	fall	within	the	scope	of	SFAS	No.	143	and	FIN	No.	47,	principally obligations	to	remediate	leased	land	on	which	certain	of	the	Company's	tower	assets	are	located.	The	significant	assumptions	used	in	estimating	the	Company's aggregate	asset	retirement	obligation	are:	timing	of	tower	removals;	cost	of	tower	removals;	timing	and	number	of	land	lease	renewals;	expected	inflation	rates;	and credit-adjusted	risk-free	interest	rates	that	approximate	the	Company's	incremental	borrowing	rate.	The	adoption	of	FIN	No.	47	primarily	resulted	in	the	acceleration	of settlement	date	assumptions,	as	FIN	No.	47	precludes	the	Company	from	considering	non-contractual	lease	renewal	periods	in	determining	its	settlement	date assumptions.

The	Company	adopted	the	provisions	of	SFAS	No.	143	as	of	January	1,	2003	and	the	provisions	of	FIN	No.	47	as	of	December	31,	2005.	Upon	adoption	of	the provisions	of	FIN	No.	47,	the	Company	recognized	a	$35.5	million	charge	(net	of	an	$11.7	million	tax	benefit)	as	a	cumulative	effect	of	a	change	in	accounting	principle in	the	consolidated	statement	of	operations	for	the	year	ended	December	31,	2005.	In	addition,	the	adoption	of	FIN	No.	47	resulted	in	an	increase	to	the	tower	assets included	in	property	and	equipment,	net	of	$66.9	million	and	an	increase	in	the	asset	retirement	obligation	of	$114.0	million.

The	Company's	asset	retirement	obligation	is	included	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheets.	The	changes	in	the	carrying	value of	the	Company's	asset	retirement	obligations	for	years	ended	December	31,	2007,	2006	and	2005	are	as	follows	(in	thousands):

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $174,980 | $164,222 | $23,464 |
| (Deductions),\tadditions\tand\trevisions\tin\testimated\tcash\tflows,\tnet\tof\tsettlements | (3,776) | (710) | 2,587 |
| Accretion\texpense | 12,958 | 11,468 | 3,069 |
| Liability\tassumed\tin\tmerger\twith\tSpectraSite,\tInc. |  |  | 21,126 |
| Increase\tdue\tto\tchange\tin\taccounting\tprinciple |  |  | 113,976 |
| Balance\tas\tof\tDecember\t31, | $184,162 | $174,980 | $164,222 |

Fair	Value	of	Financial	Instruments—The	carrying	values	of	the	Company's	financial	instruments,	with	the	exception	of	long-term	obligations,	including	current portion,	reasonably	approximate	the	related	fair	values	as	of	December	31,	2007	and	2006.	As	of	December	31,	2007,	the	carrying	amount	and	fair	value	of	long-term obligations,	including	current	portion,	were	$4.3	billion	and	$4.6	billion,	respectively.	As	of	December	31,	2006,	the	carrying	amount	and	fair	value	of	long-term obligations,	including	current	portion,	were	$3.5	billion	and	$4.1	billion,	respectively.	Fair	values	are	based	primarily	on	quoted	market	prices	for	those	or	similar instruments.

Retirement	Plan—The	Company	has	a	401(k)	plan	covering	substantially	all	employees	who	meet	certain	age	and	employment	requirements.	The	Company's	matching contribution	is	50%	up	to	a	maximum	6%	of	a	participant's	contributions.	The	Company	contributed	approximately	$1.5	million,	$1.5	million	and	$1.1	million	to	the plan	for	the	years	ended	December	31,	2007,	2006	and	2005,	respectively.

Recent	Accounting	Pronouncements—In	September	2006,	the	SEC	issued	SAB	No.	108	"Considering	the	Effects	of	Prior	Year	Misstatements	when	Quantifying Misstatements	in	Current	Year	Financial	Statements"	(SAB	No.	108).	SAB	No.	108	provides	interpretive	guidance	on	how	the	effects	of	the	carryover	or	reversal	of prior	year	misstatements	should	be	considered	in	quantifying	a	current	year	misstatement.	The	SEC	staff	has	indicated	that	registrants	should	quantify	errors	using	both a	balance	sheet	and	an	income	statement	approach	and	evaluate	whether	either	approach	results	in	quantifying	a	misstatement	that,	when	all	relevant	quantitative	and qualitative	factors	are	considered,	is	material.	SAB	No.	108	is	effective	for	companies	with	fiscal	years	ending	on	or	after	November	15,	2006.	The	Company	adopted SAB	No.	108	during	2006,	and	the	impact	on	the	Company's	consolidated	financial	position,	results	of	operations	or	liquidity	was	not	material.

In	September	2006,	the	FASB	issued	SFAS	No.	157	"Fair	Value	Measurements"	(SFAS	No.	157).	This	statement	defines	fair	value,	establishes	a	framework	for measuring	fair	value	in	generally	accepted	accounting	principles,	expands	disclosures	about	fair	value	measurements	and	does	not	require	any	new	fair	value measurements.	This	statement	requires	quantitative	disclosures	about	fair	value	measurements	for	each	major	category	of	assets	and	liabilities	measured	at	fair	value	on a	recurring	and	non-recurring	basis	during	a	period.	SFAS	No.	157	is	effective	for	the	Company	as	of	January	1,	2008;	however	in	February	2008,	the	FASB	issued	a Staff	Position	that	defers	the	effective	date	to	January	1,	2009	for	all	nonfinancial	assets	and	liabilities,	except	those	that	are	recognized	or	disclosed	in	the	financial statements	on	a	recurring	basis	(that	is,	at	least	annually).	SFAS	No.	157	is	still	effective	for	the	Company	on	January	1,	2008	for	financial	assets	and	liabilities.	The Company	is	in	the	process	of	evaluating	the	impact	that	SFAS	No.	157	will	have	on	its	consolidated	results	of	operations	and	financial	position,	but	it	is	likely	that	the Company	will	be	required	to	provide	additional	disclosures	in	financial	statements	issued	after	the	effective	date.

In	February	2007,	the	FASB	issued	SFAS	No.	159	"The	Fair	Value	Option	for	Financial	Assets	and	Liabilities—Including	an	amendment	of	FASB	Statement	No.	115" (SFAS	No.	159).	This	statement	provides	companies	with	an	option	to	report	selected	financial	assets	and	liabilities	at	fair	value	and	establishes	presentation	and disclosure	requirements	designed	to	facilitate	comparisons	between	companies	that	choose	different	measurement	attributes	for	similar	types	of	assets	and	liabilities. SFAS	No.	159	is	effective	for	the	Company	as	of	January	1,	2008.	The	Company	is	in	the	process	of	evaluating	the	impact	that	SFAS	No.	159	will	have	on	its consolidated	results	of	operations	and	financial	position,	but	it	is	likely	that	the	Company	will	be	required	to	provide	additional	disclosures	in	financial	statements	issued after	the	effective	date.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	"Business	Combinations"	(SFAS	No.	141R).	SFAS	141R	establishes	principles	and	requirements for	how	an	acquirer	recognizes	and	measures	in	its	financial	statements	the	identifiable	assets	acquired,	the	liabilities	assumed,	any	noncontrolling	interest	in	the acquiree	and	the	goodwill	acquired.	SFAS	No.	141R	changes	the	accounting	for	acquisitions	specifically	eliminating	the	step	acquisition	model,	changes	the	recognition of	contingent	consideration	from	being	recognized	when	it	is	probable	to	being	recognized	at	the	time	of	acquisition,	disallows	the	capitalization	of	transaction	costs, changes	when	restructurings	related	to	acquisitions	can	be	recognized	and	also	establishes	disclosure	requirements	to	enable	the	evaluation	of	the	nature	and	financial effects	of	the	business	combination.	SFAS	No.	141R	is	effective	for	the	Company	as	of	January	1,	2009.	The	Company	is	in	the	process	of	evaluating	the	impact	the adoption	of	SFAS	No.	141R	will	have	on	acquisitions	that	are	made	after	the	effective	date	in	its	consolidated	results	of	operations	and	financial	position.

In	December	2007,	the	FASB	issued	SFAS	No.	160,	"Noncontrolling	Interests	in	Consolidated	Financial	Statements—an	amendment	of	Accounting	Research	Bulletin No.	51"	(SFAS	No.	160).	SFAS	160	establishes	parties	other	than	the	parent,	the	amount	of	consolidated	net	income	attributable	to	the	parent	and	to	the	noncontrolling interest,	changes	in	a	parent's	ownership	interest,	and	the	valuation	of	retained	noncontrolling	equity	investments	when	a	subsidiary	is	deconsolidated.	SFAS	160	also establishes	disclosure	requirements	that

clearly	identify	and	distinguish	between	the	interests	of	the	parent	and	the	interests	of	the	noncontrolling	owners.	SFAS	No.	160	is	effective	for	the	Company	as	of January	1,	2009.	The	Company	is	in	the	process	of	evaluating	the	impact	the	adoption	of	SFAS	No.	160	will	have	on	its	consolidated	results	of	operations	and	financial position.

The	Company	files	a	consolidated	United	States	federal	tax	return,	which	includes	all	of	its	wholly	owned	domestic	subsidiaries,	and	the	Company	also	files	combined or	consolidated	returns	in	many	different	states.	These	returns	reflect	different	combinations	of	the	Company's	subsidiaries	and	are	dependent	on	the	connection	each subsidiary	has	with	a	particular	state.	The	Company	and	its	subsidiaries	have	entered	into	a	tax	sharing	agreement	providing,	among	other	things,	that	each	of	its subsidiaries	pay	for	its	share	of	income	taxes	based	on	the	proportion	of	such	subsidiaries'	tax	liability	on	a	separate	return	basis	to	the	total	tax	liability	on	a consolidated	basis.	The	following	information	pertains	to	the	Company's	income	taxes	on	a	consolidated	basis.

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

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $(911) | — | — |
| State | (2,531) | (2,517) | (2,477) |
| Foreign | (35,127) | (21,716) | (14,278) |
| Deferred: |  |  |  |
| Federal | (61,513) | (28,488) | 6,230 |
| State | 45,025 | 750 | 6,153 |
| Foreign | (4,752) | 10,203 | (1,342) |
| Income\ttax\tprovision | $(59,809) | $(41,768) | $(5,714) |

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

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| United\tStates | $118,922 | $43,946 | $(148,641) |
| International | 33,918 | 26,918 | 13,087 |
| Total | $152,840 | $70,864 | $(135,554) |

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

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Statutory\ttax\trate | 35% | 35% | (35)% |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | (19) | 2 | (2) |
| Non-deductible\tlosses\ton\tretirement\tof\tlong-term\tobligations | 1 | 2 | 1 |
| Non-deductible\tstock\tcompensation | 2 | 3 | 1 |
| Foreign\ttaxes | 12 | 18 | 13 |
| Changes\tin\tuncertain\ttax\tpositions | (1) | 11 | 22 |
| Effect\tof\tnew\tlegislation—Mexico | 4 |  |  |
| Unrealized\tforeign\tcurrency\tgains | 5 |  |  |
| Other\t(primarily\tvaluation\tallowance) |  | (12) | 4 |
| Effective\ttax\trate | 39% | 59% | 4% |

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

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

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Current\ttax\trefund\tclaim |  | $64,989 |
| Allowances,\taccruals\tand\tother\titems\tnot\tcurrently\tdeductible | $40,063 | 23,496 |
| Net\tshort-term\tdeferred\ttax\tassets | $40,063 | $88,485 |
| Long-term\titems: |  |  |
| Assets: |  |  |
| Net\toperating\tloss\tcarryforwards | 651,820 | 860,372 |
| Capital\tloss\tcarryforwards | 7,091 | 17,799 |
| Basis\tstep-up\tfrom\tcorporate\trestructuring\tand\ttax\tplanning\tstrategies | 50,097 | 59,873 |
| Items\tnot\tcurrently\tdeductible\tand\tother | 141,814 | 156,094 |
| Liabilities: |  |  |
| Depreciation\tand\tamortization | (133,406) | (164,372) |
| Other | (149,478) | (138,840) |
| Subtotal | 567,938 | 790,926 |
| Less:\tValuation\tallowance | (88,180) | (308,216) |
| Net\tlong-term\tdeferred\ttax\tassets | $479,758 | $482,710 |

For	the	years	ended	December	31,	2007	and	2006,	the	Company	increased	net	deferred	tax	assets	by	$1.5	million	and	$7.2	million,	respectively	with	a	corresponding reduction	of	goodwill	associated	with	the	utilization	of	net	operating	and	capital	losses	acquired	in	connection	with	the	SpectraSite,	Inc.	merger.	These	deferred	tax assets	were	assigned	a	full	valuation	allowance	as	part	of	the	final	SpectraSite	purchase	price	allocation	in	June	2006,	as	evidence	available	at	the	time	did	not	support that	losses	were	more	likely	than	not	to	be	realized.

The	valuation	allowance	decreased	from	$308.2	million	as	of	December	31,	2006	to	$88.2	million	as	of	December	31,	2007.	The	decrease	was	primarily	due	to	a	$149.6 million	reclassification	to	the	FIN	48	opening	balance	(related	to	federal	and	state	net	operating	losses	acquired	in	connection	with	the	SpectraSite,	Inc.	merger)	and $45.2	million	of	allowance	reductions	during	the	year	ended	December	31,	2007	related	to	state	net	operating	losses,	capital	loss	expirations	of	$6.5	million	and	other items.

The	Company's	deferred	tax	assets	as	of	December	31,	2007	and	2006	in	the	table	above	do	not	include	$74.9	million	and	$31.0	million,	respectively,	of	excess	tax benefits	from	the	exercises	of	employee	stock	options	that	are	a	component	of	net	operating	losses	due	to	the	adoption	of	SFAS	No.	123R.	Total	stockholders'	equity will	be	increased	by	$74.9	million	if	and	when	any	such	excess	tax	benefits	are	ultimately	realized.

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

At	December	31,	2007,	the	Company	had	net	federal	and	state	operating	loss	carryforwards	available	to	reduce	future	federal	and	state	taxable	income	of	approximately $1.6	billion	and	$2.1	billion,	respectively.	If	not	utilized,	the	Company's	net	operating	loss	carryforwards	expire	as	follows	(in	thousands):

| Years	ended	December	31, | Federal | State |
| :--- | :--- | :--- |
| 2008\tto\t2012 |  | $294,358 |
| 2013\tto\t2017 |  | 561,608 |
| 2018\tto\t2022 | $466,747 | 803,201 |
| 2023\tto\t2027 | 1,134,060 | 451,874 |
| Total | $1,600,807 | $2,111,041 |

As	described	in	note	1,	the	Company	adopted	the	provisions	of	FIN	48	on	January	1,	2007.	As	of	January	1,	2007,	the	total	amount	of	unrecognized	tax	benefits	was $183.9	million	of	which	$34.3	million	would	affect	the	effective	tax	rate,	if	recognized.	As	of	December	31,	2007,	the	total	amount	of	unrecognized	tax	benefits	was $59.2	million,	$23.0	million	of	which	would	affect	the	effective	tax	rate,	if	recognized.	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.	However,	based	on	the	status	of	these	items	and	the	amount of	uncertainty	associated	with	the	outcome	and	timing	of	audit	settlements,	the

Company	is	currently	unable	to	estimate	the	impact	of	the	amount	of	such	changes,	if	any,	to	previously	recorded	uncertain	tax	positions.	A	reconciliation	of	the beginning	and	ending	amount	of	unrecognized	tax	benefits	for	the	year	ending	December	31,	2007	is	as	follows	(in	thousands):

During	the	year	ended	December	31,	2007,	the	Company	recorded	penalties	and	tax-related	interest	income	of	$2.5	million	and	interest	income	from	tax	refunds	of	$1.5 million	for	the	year	ended	December	31,	2007.	As	of	December	31,	2007	and	January	1,	2007,	the	total	unrecognized	tax	benefits	included	in	other	long-term	liabilities in	the	consolidated	balance	sheets	was	$29.6	million	and	$34.3	million,	respectively.	As	of	December	31,	2007	and	January	1,	2007,	the	total	amount	of	accrued	income tax-related	interest	and	penalties	included	in	other	long-term	liabilities	in	the	consolidated	balance	sheets	was	$30.7	million	and	$33.2	million,	respectively.

In	the	fourth	quarter	of	2007,	the	Company	entered	into	a	tax	amnesty	program	with	the	Mexican	tax	authority.	As	of	December	31,	2007,	the	Company	had	met	all	of the	administrative	requirements	of	the	program,	which	enabled	the	Company	to	recognize	certain	tax	benefits.	This	was	confirmed	by	the	Mexican	tax	authority	on February	5,	2008.	These	benefits	include	a	reduction	of	uncertain	tax	benefits	of	$5.4	million	along	with	penalties	and	interest	of	$12.5	million	related	to	2002,	all	of which	reduced	income	tax	expense.

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

During	2007,	the	statute	of	limitations	on	certain	unrecognized	tax	benefits	lapsed,	which	resulted	in	a	$0.7	million	decrease	in	the	liability	for	uncertain	tax	benefits,	all of	which	reduced	the	income	tax	provision.

The	Company	files	numerous	consolidated	and	separate	income	tax	returns,	including	U.S.	federal	and	state	tax	returns	and	foreign	tax	returns	in	Mexico	and	Brazil.	As a	result	of	the	Company's	ability	to	carry	forward	federal	and	state	net	operating	losses,	the	applicable	tax	years	remain	open	to	examination	until	three	years	after	the applicable	loss	carryforwards	have	been	used	or	expired.	However,	the	Company	has	completed	U.S.	federal	income	tax	examinations	for	tax	years	up	to	and	including 2002.	The	Company	is	currently	undergoing	U.S.	federal	income	tax	examinations	for	tax	years	2004	and	2005.	Additionally,	it	is	subject	to	examinations	in	various U.S.	state	jurisdictions	for	certain	tax	years,	and	is	under	examination	in	Brazil	for	the	2001	through	2006	tax	years	and	Mexico	for	the	2002	tax	year.

SFAS	No.	109,	"Accounting	for	Income	Taxes,"	requires	that	companies	record	a	valuation	allowance	when	it	is	"more	likely	than	not	that	some	portion	or	all	of	the deferred	tax	assets	will	not	be	realized."	At	December	31,	2007,	the	Company	has	provided	a	valuation	allowance	of	approximately	$88.2	million,	including approximately

$33.3	million	attributable	to	SpectraSite,	primarily	related	to	net	operating	loss	and	capital	loss	carryforwards	assumed	as	of	the	acquisition	date.	The	balance	of	the valuation	allowance	primarily	relates	to	state	net	operating	loss	carryforwards,	capital	losses	and	foreign	items.	The	Company	has	not	provided	a	valuation	allowance	for the	remaining	deferred	tax	assets,	primarily	its	federal	net	operating	loss	carryforwards,	as	management	believes	the	Company	will	have	sufficient	time	to	realize	these federal	net	operating	loss	carryforwards	during	the	twenty-year	tax	carryforward	period.	Valuation	allowances	may	be	reversed	if	related	deferred	tax	assets	are	deemed realizable	based	on	changes	in	facts	and	circumstances	relevant	to	the	assets'	recoverability.	Approximately	$12.7	million	of	the	SpectraSite	valuation	allowances	as	of December	31,	2007	will	be	recorded	as	a	reduction	to	goodwill	if	the	underlying	deferred	tax	assets	are	utilized.	In	April	2007,	the	Company	recovered	a	portion	of	its deferred	tax	asset	as	of	December	31,	2006	when	it	received	a	federal	income	tax	refund	from	the	IRS	of	approximately	$65.0	million,	plus	$15.0	million	in	interest related	to	the	carry	back	of	federal	net	operating	losses.

During	the	year	ended	December	31,	2007,	the	Company	completed	an	analysis	of	the	valuation	allowances	on	its	state	deferred	tax	assets.	The	Company	undertook	this analysis	as	a	result	of	several	factors,	including	the	fact	that	the	Company	had	experienced	several	successive	quarters	of	net	income,	it	had	restructured	certain	of	its legal	entities	(primarily	related	to	the	Company's	securitization	transaction),	and	it	had	completed	a	number	of	capital	raising	and	debt	refinancing	transactions	during the	year	ended	December	31,	2007.	The	Company	had	previously	recorded	a	full	valuation	allowance	on	its	net	state	deferred	tax	assets	as	the	Company	considered	that it	was	more	likely	than	not	that	the	deferred	tax	assets	would	not	be	realized.	However,	upon	completion	of	its	analysis	during	the	year	ended	December	31,	2007,	the Company	concluded	that	it	was	more	likely	than	not	that	a	portion	of	these	net	state	deferred	tax	assets	would	be	realized.	As	a	result,	the	Company	recognized approximately	$27.6	million	of	additional	state	deferred	tax	assets	(net	of	a	federal	tax	provision),	which	were	recorded	as	an	income	tax	benefit	and	a	corresponding increase	in	long-term	deferred	income	taxes	in	the	accompanying	consolidated	financial	statements	for	the	year	ended	December	31,	2007.	The	Company	will	continue to	assess	the	realization	of	its	deferred	tax	assets	and	liabilities	on	an	ongoing	basis.

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

The	realization	of	the	Company's	deferred	tax	assets	as	of	December	31,	2007	will	be	dependent	upon	its	ability	to	generate	approximately	$1.3	billion	and	$1.8	billion in	federal	and	state	taxable	income,	respectively,	from	January	1,	2008	to	December	31,	2027.	If	the	Company	is	unable	to	generate	sufficient	taxable	income	in	the future,	it	will	be	required	to	reduce	its	net	deferred	tax	asset	through	a	charge	to	income	tax	expense,	which	would	result	in	a	corresponding	decrease	in	stockholders' equity.

From	time	to	time	the	Company	is	subject	to	examination	by	various	tax	authorities	in	jurisdictions	in	which	the	Company	has	significant	business	operations.	The Company	regularly	assesses	the	likelihood	of	additional	assessments	in	each	of	the	tax	jurisdictions	resulting	from	these	examinations.	During	the	year	ended December	31,	2005,	the	Company	recorded	a	$29.5	million	income	tax	provision	to	reflect	a	reduction	in	management's	estimate	of	the	net	realizable	value	of	the Company's	federal	income	tax	refund	claims.	The	Company	believes	that	adequate	provisions	have	been	made	for	income	taxes	for	all	periods	through	December	31, 2007.

# 3.				FINANCING	ARRANGEMENTS

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

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Commercial\tMortgage\tPass-Through\tCertificates,\tSeries\t2007-1 | $1,750,000 |  |
| Revolving\tCredit\tFacility | 825,000 |  |
| AMT\tOpCo\tcredit\tfacilities |  | $1,000,000 |
| SpectraSite\tcredit\tfacilities |  | 725,000 |
| Senior\tsubordinated\tnotes | 288 | 325,075 |
| Senior\tnotes,\tnet\tof\tdiscount\tand\tpremium | 1,227,202 | 728,507 |
| Convertible\tnotes,\tnet\tof\tdiscount | 422,626 | 704,596 |
| Notes\tpayable\tand\tcapital\tleases | 60,168 | 59,838 |
| Total | 4,285,284 | 3,543,016 |
| Less\tcurrent\tportion\tof\tlong-term\tobligations | (1,817) | (253,907) |
| Long-term\tobligations | $4,283,467 | $3,289,109 |

Securitization—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	Towers)	owned	by	two	special	purpose	subsidiaries	of	the	Company,	through	a	private	offering	of	$1.75	billion	of Commercial	Mortgage	Pass-Through	Certificates,	Series	2007-1	(the	Certificates).

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

| Class | Initial	Class<br>Principal	Balance | Interest	Rate |
| :--- | :--- | :--- |
| Class\tA-FX | $872,000,000 | 5.4197% |
| Class\tA-FL | 150,000,000 | LIBOR\t+0.1900(a) |
| Class\tB | 215,000,000 | 5.5370% |
| Class\tC | 110,000,000 | 5.6151% |
| Class\tD | 275,000,000 | 5.9568% |
| Class\tE | 55,000,000 | 6.2493% |
| Class\tF | 73,000,000 | 6.6388% |

(a) The	Class	A-FL	Certificates	bear	interest	at	a	floating	rate	based	on	LIBOR,	but	interest	on	the	related	component	of	the	Loan	is	computed	at	a	fixed	rate	equal	to the	interest	rate	on	the	Class	A-FX	Certificates.	Holders	of	the	Class	A-FL	Certificates	have	the	benefit	of	an	interest	rate	swap	agreement	between	the	Trust	and Morgan	Stanley	Capital	Services	Inc.	Neither	the	Borrowers	nor	the	Company	have	any	obligations	or	liability	with	respect	to	this	interest	rate	swap	agreement.

The	Company	used	the	net	proceeds	from	the	Securitization	to	repay	all	amounts	outstanding	under	the	SpectraSite	credit	facilities,	including	approximately	$765.0 million	in	principal,	plus	accrued	interest	thereon	and	other	costs	and	expenses	related	thereto,	as	well	as	to	repay	approximately	$250.0	million	drawn	under	the revolving	loan	component	of	the	credit	facilities	at	the	American	Tower	operating	company	(AMT	OpCo)	level.	An	additional	$349.5	million	of	the	proceeds	was	used to	fund	the	Company's	tender	offer	and	consent	solicitation	for	the	ATI	7.25%	senior	subordinated	notes	due	2011	(ATI	7.25%	Notes),	as	described	below,	and	the remainder	was	used	for	general	corporate	purposes.	The	Company	also	funded	$14.3	million	in	cash	reserve	accounts	with	proceeds	from	the	Securitization	as	required under	the	Loan	Agreement.

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

The	Loan	is	secured	by	(1)	mortgages,	deeds	of	trust	and	deeds	to	secure	debt	on	substantially	all	of	the	Towers	and	their	operating	cash	flows,	(2)	a	security	interest	in substantially	all	of	the	Borrowers'	personal	property	and

fixtures	and	(3)	the	Borrowers'	rights	under	the	Management	Agreement	(as	defined	below).	American	Tower	Holding	Sub,	LLC,	whose	only	material	assets	are	its equity	interests	in	each	of	the	Borrowers,	and	American	Tower	Guarantor	Sub,	LLC,	whose	only	material	asset	is	its	equity	interest	in	American	Tower	Holding	Sub, LLC,	each	have	guaranteed	repayment	of	the	Loan	and	pledged	their	equity	interests	in	their	respective	subsidiary	or	subsidiaries	as	security	for	such	payment obligations.	American	Tower	Guarantor	Sub,	LLC,	American	Tower	Holding	Sub,	LLC,	the	Depositor	and	the	Borrowers	each	were	formed	as	special	purpose	entities solely	for	purposes	of	the	Securitization,	and	the	assets	and	credit	of	these	entities	are	not	available	to	satisfy	the	debts	and	other	obligations	of	the	Company	or	any	other person,	except	as	set	forth	in	the	Loan	Agreement.

The	Loan	Agreement	includes	operating	covenants	and	other	restrictions	customary	for	loans	subject	to	rated	securitizations.	Among	other	things,	the	Borrowers	are prohibited	from	incurring	other	indebtedness	for	borrowed	money	or	further	encumbering	their	assets.	The	organizational	documents	of	the	Borrowers	contain provisions	consistent	with	rating	agency	securitization	criteria	for	special	purpose	entities,	including	the	requirement	that	the	Borrowers	maintain	at	least	two independent	directors.	The	Loan	Agreement	also	contains	certain	covenants	that	require	the	Borrowers	to	provide	the	Trustee	with	regular	financial	reports	and	operating budgets,	promptly	notify	the	Trustee	of	events	of	default	and	material	breaches	under	the	Loan	Agreement	and	other	agreements	related	to	the	Towers,	and	allow	the Trustee	reasonable	access	to	the	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	Towers,	and	could	prevent	the Borrowers	from	distributing	any	excess	cash	from	the	operation	of	the	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	Towers,	in	which	case	the	Company	could	lose	the	Towers	and	the	revenue	associated with	the	Towers.

In	connection	with	the	issuance	and	sale	of	the	Certificates,	the	Borrowers	entered	into	a	management	agreement	(Management	Agreement)	dated	as	of	May	4,	2007	with SpectraSite,	as	manager	(in	that	capacity,	Manager).	Pursuant	to	the	Management	Agreement,	SpectraSite	will	perform,	on	behalf	of	the	Borrowers,	those	functions reasonably	necessary	to	maintain,	market,	operate,	manage	and	administer	the	Towers.

Also	in	connection	with	the	issuance	and	sale	of	the	Certificates,	the	Borrowers,	the	Depositor,	the	Manager	and	LaSalle	Bank	National	Association	(Trustee),	entered into	a	cash	management	agreement	(Cash	Management	Agreement)	dated	as	of	May	4,	2007.	Pursuant	to	the	Cash	Management	Agreement,	the	Borrowers	will	establish certain	accounts	and	reserves,	controlled	by	the	Depositor	or	its	assignee,	to	which	the	Borrowers	and	the	Manager	will	be	required	to	transfer	all	revenue	received	from the	Towers.	The	Borrowers,	the	Manager	and	the	Trustee	will	administer	the	reserved	funds	in	the	manner	set	forth	in	the	Loan	Agreement	and	the	Cash	Management Agreement.	In	connection	with	the	issuance	and	sale	of	the	Certificates,	the	Depositor,	the	Trustee	and	the	Servicer,	entered	into	a	trust	and	servicing	agreement	(Trust and	Servicing	Agreement)	dated	as	of	May	4,	2007.	Pursuant	to	the	Trust	and	Servicing	Agreement,	the	Servicer	will	administer	and	oversee	the	performance	by	the Borrowers	and	the	Manager	of	their	respective	obligations	under	the	documents	entered	into	in	connection	with	the	transaction.

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	Towers.	Based	on	the	terms	of	the	Loan	Agreement,	all rental	cash	receipts	received	each	month	are	restricted	and	held	by	the	Trustee.	The	$53.7	million	held	in	the	reserve	accounts	as	of	December	31,	2007	is	classified	as restricted	cash	on	the	Company's	accompanying	consolidated	balance	sheet.

Revolving	Credit	Facility—On	June	8,	2007,	the	Company	refinanced	its	existing	$1.6	billion	AMT	OpCo	senior	secured	credit	facilities	with	a	new	$1.25	billion	senior unsecured	revolving	credit	facility	of	American	Tower	Corporation	(Revolving	Credit	Facility).	At	closing,	the	Company	drew	down	approximately	$1.0	billion	under the	Revolving	Credit	Facility	and,	together	with	cash	on	hand,	used	the	funds	to	repay	all	amounts	outstanding	under	the	existing	AMT	OpCo	credit	facilities	(see	— 2005	Credit	Facilities).	During	the	year	ended	December	31,	2007,	the	Company	drew	down	and	repaid	amounts	under	the	Revolving	Credit	Facility	in	the	ordinary course,	and	also	repaid	$450.0	million	of	borrowings	under	the	Revolving	Credit	Facility	using	net	proceeds	from	its	August	2007	term	loan	credit	facility,	as	discussed below.	As	of	December	31,	2007,	the	Company	had	$825.0	million	outstanding	under	its	Revolving	Credit	Facility	and	had	approximately	$13.7	million	of	undrawn letters	of	credit	outstanding.

The	loan	agreement	for	the	Revolving	Credit	Facility	is	with	JPMorgan	Chase	Bank,	N.A.	and	The	Toronto	Dominion	Bank,	New	York	Branch,	as	Issuing	Banks, Toronto	Dominion	(Texas)	LLC,	as	Administrative	Agent,	JPMorgan	Chase	Bank,	N.A.,	as	Syndication	Agent,	and	lenders	that	are	signatories	thereto.	The	Revolving Credit	Facility	has	a	term	of	five	years	and	matures	on	June	8,	2012.	Any	outstanding	principal	and	accrued	but	unpaid	interest	will	be	due	and	payable	in	full	at maturity.	The	Revolving	Credit	Facility	does	not	require	amortization	of	principal	and	may	be	paid	prior	to	maturity	in	whole	or	in	part	at	the	Company's	option	without penalty	or	premium.	The	Revolving	Credit	Facility	allows	the	Company	to	use	borrowings	for	working	capital	needs	and	other	general	corporate	purposes	of	the Company	and	its	subsidiaries	(including,	without	limitation,	to	refinance	or	repurchase	other	indebtedness	and,	provided	certain	conditions	are	met,	to	repurchase	the Company's	equity	securities,	in	each	case	without	additional	lender	approval).

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

The	loan	agreement	for	the	Revolving	Credit	Facility	contains	certain	financial	ratios	and	operating	covenants	and	other	restrictions	applicable	to	the	Company	and	its subsidiaries	designated	as	restricted	subsidiaries	on	a	consolidated	basis.	These	include	limitations	on	additional	debt,	distributions	and	dividends,	guaranties,	sales	of assets	and	liens,	as	well	as	the	following	three	financial	maintenance	tests:

As	of	December	31,	2007,	the	Company	was	in	compliance	with	each	of	the	foregoing	financial	tests.

The	loan	agreement	for	the	Revolving	Credit	Facility	also	contains	reporting	and	information	covenants	that	require	the	Company	to	provide	financial	and	operating information	within	certain	time	periods.	If	the	Company	is	unable	to	timely	provide	the	required	information,	the	Company	would	be	in	breach	of	these	covenants.	Any failure	to	comply	with	the	financial	maintenance	tests	and	operating	covenants	of	the	loan	agreement	for	the	Revolving	Credit	Facility	would	not	only	prevent	the Company	from	being	able	to	borrow	additional	funds,	but	would	constitute	a	default,	which	could	result	in,	among	other	things,	the	amounts	outstanding,	including	all accrued	interest	and	unpaid	fees,	becoming	immediately	due	and	payable.

Term	Loan	Credit	Facility—On	August	30,	2007,	the	Company	entered	into	a	new	$500.0	million	senior	unsecured	term	loan	credit	facility	(Term	Loan).	In	connection with	that	transaction,	the	Company	received	$498.5	million	of	net	proceeds	from	the	Term	Loan,	which	the	Company	used	to	repay	$450.0	million	of	borrowings	under the	Revolving	Credit	Facility	and	for	general	corporate	purposes.	In	October	2007,	the	Company	repaid	and	terminated	the	Term	Loan,	as	discussed	below,	and	recorded a	charge	of	$1.7	million	related	to	the	write-off	of	deferred	financing	costs,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.

On	October	1,	2007,	the	Company	completed	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	its	7.00%	senior	unsecured	notes	due 2017	(7.00%	Notes),	as	discussed	below,	and	used	the	net	proceeds,	together	with	cash	on	hand,	to	repay	all	of	the	outstanding	indebtedness	incurred	under	the	Term Loan	in	accordance	with	the	mandatory	prepayment	requirement.	The	Company	terminated	the	Term	Loan	upon	repayment.

2005	Credit	Facilities—In	October	2005,	the	Company	refinanced	the	two	existing	credit	facilities	of	its	principal	operating	subsidiaries.	The	Company	replaced	the existing	AMT	OpCo	$1.1	billion	senior	secured	credit	facilities	with	a	new	$1.3	billion	senior	secured	credit	facility	and	replaced	the	existing	SpectraSite	$900.0	million senior	secured	credit	facilities	with	a	new	$1.15	billion	senior	secured	credit	facility	(together,	the	2005	Credit	Facilities).	As	of	December	31,	2006,	the	Company	had $725.0	million	and	$1.0	billion	outstanding	under	the	SpectraSite	credit	facilities	and	the	AMT	OpCo	credit	facilities,	respectively.

As	discussed	above,	the	Company	repaid	and	terminated	the	SpectraSite	credit	facilities	and	the	AMT	OpCo	credit	facilities	in	May	and	June	2007,	respectively,	for which	outstanding	borrowings	were	$765.0	million	and	$1.0	billion,	respectively.	In	connection	with	the	termination	of	the	2005	Credit	Facilities	and	all	related commitments,	the	Company	recorded	a	charge	of	$7.6	million	related	to	the	write-off	of	deferred	financing	costs,	which	is	reflected	in	loss	on	retirement	of	long-term obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.

Prior	to	terminating	the	2005	Credit	Facilities,	the	Company	entered	into	incremental	revolving	loan	commitments	with	respect	to	the	2005	Credit	Facilities	and	repaid amounts	outstanding	under	the	2005	Credit	Facilities	during	the	year	ended	December	31,	2007.	In	February	2007,	the	Company	entered	into	two	incremental	revolving loan	commitments	under	its	2005	Credit	Facilities,	consisting	of	a	$300.0	million	revolving	loan	under	the	AMT	OpCo	credit	facilities	and	a	$250.0	million	revolving loan	under	the	SpectraSite	credit	facilities.	In	February	and	March	2007,	the	Company	also	drew	down	$310.0	million	of	the	existing	revolving	loan	under	the	AMT OpCo	credit	facilities	to	fund	the	cash	tender	offer	for	the	Company's	5.0%	convertible	notes	due	2010	(5.0%	Notes)	discussed	below	and	for	general	corporate purposes.	In	the	first	half	of	2007,	the	Company	repaid	$60.0	million	of	the	existing	revolving	loan	under	the	AMT	OpCo	credit	facilities	and	also	borrowed	and	then repaid	$40.0	million	under	the	SpectraSite	credit	facilities.	In	addition,	in	May	2007,	the	Company	used	net	proceeds	from	the	Securitization	to	repay	the	$250.0	million drawn	under	the	incremental	revolving	loan	of	the	AMT	OpCo	credit	facilities.

The	borrowers	under	the	AMT	Opco	credit	facilities	were	ATI,	American	Tower,	L.P.,	American	Tower	International,	Inc.	and	American	Tower	LLC.	The	Company	and the	borrowers'	restricted	subsidiaries	(as	defined	in	the	loan	agreement)	guaranteed	all	of	the	loans	under	the	AMT	OpCo	credit	facilities.	These	loans	were	secured	by liens	on	and	security	interests	in	substantially	all	assets	of	the	borrowers	and	the	restricted	subsidiaries,	with	a	carrying	value	aggregating	approximately	$4.5	billion	at December	31,	2006.

The	borrower	under	the	SpectraSite	credit	facilities	was	SpectraSite	Communications,	LLC	(SpectraSite).	SpectraSite,	its	parent	company	(SpectraSite,	LLC),	and	its restricted	subsidiaries	(as	defined	in	the	loan

agreement)	guaranteed	all	of	the	loans	under	the	SpectraSite	credit	facilities.	These	loans	were	secured	by	liens	on	and	security	interests	in	substantially	all	assets	of	the borrower	and	the	restricted	subsidiaries,	with	a	carrying	value	aggregating	approximately	$4.0	billion	at	December	31,	2006.	Prior	to	their	termination,	the	2005	Credit Facilities	had	a	term	of	five	years,	with	a	maturity	date	of	October	27,	2010,	and	had	terms	substantially	consistent	with	the	Revolving	Credit	Facility,	except	that	the interest	rate	spreads	for	the	existing	LIBOR	and	base	rate	loans	and	quarterly	commitment	fees	were	reduced,	and	there	was	no	financial	maintenance	test	relating	to	the Company's	consolidated	senior	secured	leverage	ratio.

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

7.00%	Senior	Notes—On	October	1,	2007,	the	Company	completed	an	institutional	private	placement	of	$500.0	million	aggregate	principal	amount	of	its	7.00%	Notes. The	net	proceeds	to	the	Company	from	the	offering	were	approximately	$493.5	million,	which	the	Company	used,	together	with	cash	on	hand,	to	repay	all	of	the outstanding	indebtedness	incurred	under	the	Company's	$500.0	million	Term	Loan.	The	Company	terminated	the	Term	Loan	upon	repayment.	The	7.00%	Notes	mature on	October	15,	2017,	and	interest	is	payable	semiannually	in	arrears	on	April	15	and	October	15	of	each	year,	commencing	April	15,	2008,	to	the	persons	in	whose names	the	notes	are	registered	at	the	close	of	business	on	the	preceding	April	1	and	October	1,	respectively.	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.	Interest	on	the	notes	will accrue	from	the	date	of	issuance	and	will	be	computed	on	the	basis	of	a	360-day	year	comprised	of	twelve	30-day	months.

If	the	Company	undergoes	a	change	of	control	and	ratings	decline,	each	as	defined	in	the	indenture	for	the	7.00%	Notes,	the	Company	may	be	required	to	repurchase	all of	the	7.00%	Notes	at	a	purchase	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid	interest,	if	any,	and	additional	interest,	if	any,	to	but	not	including the	date	of	repurchase.	The	7.00%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	senior	notes,	its	convertible	notes and	the	Revolving	Credit	Facility,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.	The indenture	contains	certain	covenants	that	restrict	the	Company's	ability	to	incur	more	subsidiary	debt	or	permit	the	Company	and	its	subsidiaries	to	create	liens;	and merge,	consolidate	or	sell	assets.	These	covenants	are	subject	to	a	number	of	exceptions,	including	that	the	Company's	subsidiaries	may	incur	certain	indebtedness	or	the Company	and	its	subsidiaries	may	incur	liens	on	assets,	mortgages	or	other	liens	securing	indebtedness,	if	the	aggregate	amount	of	such	indebtedness	and	such	liens shall	not	exceed	3.5x	Adjusted	EBITDA	as	defined	in	the	indenture.

7.125%	Senior	Notes—The	7.125%	senior	notes	due	October	15,	2012	(7.125%	Notes)	mature	on	October	15,	2012,	and	interest	is	payable	semi-annually	in	arrears	on April	15	and	October	15	of	each	year,	beginning	April	15,	2005.	The	Company	may	redeem	all	or	a	partial	amount	of	the	original	principal	amount	of	the	7.125%	Notes prior	to	October	15,	2008	at	a	price	equal	to	100%	of	the	principal	amount	plus	an	applicable	premium.	The	Company	may	redeem	all	or	a	partial	amount	of	the	original principal	amount	of	the	7.125%	Notes	on	or	after	October	15,	2008	at	an	initial	redemption	price	of	103.563%,	subject	to	a	ratable	decline	in	each	of	the	following	years to	100%	of	the	principal	amount	in	2010	and	thereafter.	The	indenture	for	the	7.125%	Notes	contains	certain	covenants	that	restrict	the	Company's	ability	to	incur	more debt;	guarantee	indebtedness;	issue	preferred	stock;	pay	dividends;	make	certain	investments;	merge,	consolidate	or	sell	assets;	enter	into	transactions	with	affiliates;	and enter	into	sale	leaseback	transactions.	The	7.125%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	senior	notes,	its convertible	notes	and	the

Revolving	Credit	Facility,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

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

9	3/8%	Senior	Notes—During	the	year	ended	December	31,	2005,	the	Company	redeemed	an	aggregate	of	$274.9	million	principal	amount	of	its	9	3/8%	senior	notes	due 2009	(9	3/8%	Notes),	representing	all	of	its	outstanding	9	3/8%	Notes.	The	Company	completed	partial	redemptions	of	9	3/8%	Notes	in	accordance	with	the	terms	of	the indenture	in	January,	July	and	September	2005	for	an	aggregate	redemption	price	of	$288.3	million,	plus	approximately	$9.5	million	in	accrued	interest.	In	connection with	these	redemptions,	the	Company	recorded	a	charge	of	$17.9	million	related	to	amounts	paid	in	excess	of	carrying	value	and	write-off	of	deferred	financing	fees, which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2005.

ATI	7.25%	Senior	Subordinated	Notes—The	ATI	7.25%	senior	subordinated	notes	due	2011	(ATI	7.25%	Notes)	mature	on	December	1,	2011	and	interest	is	payable semi-annually	in	arrears	on	June	1	and	December	1	of	each	year.	In	April	2007,	the	Company	commenced	a	cash	tender	offer	and	consent	solicitation	with	respect	to	its outstanding	ATI	7.25%	Notes.	In	May	2007,	the	Company	received	tenders	and	consents	of	approximately	99.9%	or	$324.8	million	of	the	$325.1	million	principal amount	of	ATI	7.25%	Notes	outstanding,	and	elected	to	accept	for	payment	all	ATI	7.25%	Notes	that	had	been	properly	tendered	and	not	withdrawn,	together	with	the related	consents.	Accordingly,	the	Company	paid	$349.5	million,	including	approximately	$10.2	million	in	accrued	and	unpaid	interest,	to	holders	of	ATI	7.25%	Notes using	net	proceeds	from	the	Securitization	discussed	above.	In	connection	with	the	tender	offer	and	consent	solicitation,	the	Company	entered	into	a	supplemental indenture	effecting	certain	amendments	to	the	indenture	for	the	notes	to	eliminate	most	of	the	restrictive	covenants	and	certain	events	of	default	and	to	eliminate	or modify	related	provisions.	The	Company	recorded	a	charge	of	$20.5	million	related	to	amounts	paid	in	excess	of	carrying	value,	which	is	reflected	in	loss	on	retirement of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.	The	ATI	7.25%	Notes	are	jointly	and severally	guaranteed	on	a	senior	subordinated	basis	by	the	Company	and	substantially	all	of	the	wholly	owned	domestic	restricted	subsidiaries	of	ATI	and	the	Company,

other	than	SpectraSite	and	its	subsidiaries.	The	notes	rank	junior	in	right	of	payment	to	all	existing	and	future	senior	indebtedness	of	ATI,	the	sister	guarantors	(as defined	in	the	indenture	relating	to	the	notes)	and	their	domestic	restricted	subsidiaries.	The	ATI	7.25%	Notes	are	structurally	senior	in	right	of	payment	to	all	other existing	and	future	indebtedness	of	the	Company,	including	the	Company's	senior	notes,	convertible	notes	and	the	Revolving	Credit	Facility.

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

ATI	12.25%	Senior	Subordinated	Discount	Notes	and	Warrants—During	the	year	ended	December	31,	2005,	the	Company	repurchased	a	portion	of	its	ATI	12.25% senior	subordinated	discount	notes	due	2008	(ATI	12.25%	Notes)	in	privately	negotiated	transactions.	The	Company	repurchased	an	aggregate	of	$270.6	million	face amount	($177.8	million	accreted	value,	net	of	$10.1	million	fair	value	allocated	to	warrants)	of	ATI	12.25%	Notes	for	approximately	$208.4	million	in	cash.	The Company	recorded	a	charge	of	$34.2	million	related	to	the	amounts	paid	in	excess	of	carrying	value	and	write-off	of	deferred	financing	fees,	which	is	reflected	in	loss	on retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2005.

In	December	2005,	the	Company	issued	a	notice	for	the	redemption	on	February	1,	2006	of	all	outstanding	ATI	12.25%	Notes.	On	February	1,	2006,	the	Company redeemed	$227.7	million	face	amount	($162.1	million	accreted	value,	net	of	$7.0	million	fair	value	allocated	to	warrants)	of	ATI	12.25%	Notes	in	accordance	with	the indenture	at	106.125%	of	their	accreted	value	for	an	aggregate	of	$179.5	million.	The	Company	used	$0.5	million	in	cash	on	hand	and	$179.0	million	in	borrowings under	the	Delayed	Draw	Term	Loan	component	of	the	AMT	OpCo	credit	facility	to	fund	the	redemption.	The	Company	recorded	a	charge	of	$19.9	million	related	to amounts	paid	in	excess	of	carrying	value	and	the	write-off	of	related	deferred	financing	fees,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2006.

The	ATI	12.25%	Notes	accrued	no	cash	interest.	Instead,	the	accreted	value	of	each	ATI	12.25%	Notes	increased	between	the	date	of	original	issuance	and	maturity (August	1,	2008)	at	a	rate	of	12.25%	per	annum.	The	effective	interest	rate	on	the	ATI	12.25%	Notes	(after	giving	effect	to	the	accretion	of	the	original	discount	and	the accretion	of	the	warrants)	was	14.7%	per	annum.	The	warrants	were	exercisable	at	any	time	on	or	after	January	29,	2006	and	will	expire	on	August	1,	2008.	The redemption	price	of	the	ATI	12.25%	Notes	was	106.125%	of	the	accreted	value	on	the	first	redemption	date,	February	1,	2006,	and	was	subject	to	a	ratable	decline	the following	year	to	100%	of	the	accreted	value	in	2008.

3.00%	Convertible	Notes—The	3.00%	convertible	notes	due	August	15,	2012	(3.00%	Notes)	mature	on	August	15,	2012,	and	interest	is	payable	semi-annually	in arrears	on	February	15	and	August	15	of	each	year.	The	3.00%	Notes	are	convertible	at	any	time	prior	to	maturity,	subject	to	their	prior	redemption	or	repurchase,	into shares	of	the	Company's	Class	A	common	stock	at	a	conversion	price	of	approximately	$20.50	per	share,

subject	to	adjustment	in	certain	events.	Upon	a	fundamental	change	of	control	as	defined	in	the	notes	indenture,	the	holders	of	the	3.00%	Notes	may	require	the Company	to	repurchase	all	or	part	of	the	3.00%	Notes	for	a	cash	purchase	price	equal	to	100%	of	the	principal	amount.	In	addition,	upon	a	fundamental	change	of control,	the	holders	may	elect	to	convert	their	notes	based	on	a	conversion	rate	adjustment	that	entitles	the	holders	to	receive	additional	shares	of	the	Company's	Class	A common	stock	upon	conversion	depending	on	the	terms	and	timing	of	the	change	of	control.	The	Company	may	redeem	the	3.00%	notes	after	August	20,	2009	at	an initial	redemption	price	of	101.125%	of	the	principal	amount,	subject	to	a	ratable	decline	after	August	15	of	the	following	year	to	100%	of	the	principal	amount	in	2012. The	3.00%	Notes	rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	other	convertible	notes,	its	senior	notes	and	the Revolving	Credit	Facility,	and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

In	certain	instances	upon	a	fundamental	change	of	control,	the	holders	of	the	3.00%	Notes	may	elect	to	convert	their	notes	based	on	a	conversion	rate	adjustment	and receive	additional	shares	of	the	Company's	Class	A	common	stock,	the	acquirer's	common	stock	or,	at	the	election	of	the	acquirer,	in	certain	instances,	such	feature	may be	settled	in	cash.	This	feature	qualifies	as	an	embedded	derivative	under	SFAS	No.	133,	for	which	the	Company	determined	has	no	fair	value	as	of	December	31,	2007 and	2006.	The	Company	will	record	any	changes	in	fair	value	to	the	liability	in	future	periods	to	other	expense	and	will	amortize	the	discount	to	interest	expense	within its	consolidated	statement	of	operations.

During	the	year	ended	December	31,	2007,	the	Company	issued	an	aggregate	of	973	shares	of	Class	A	common	stock	upon	conversion	of	$0.02	million	principal amount	of	3.00%	Notes.	As	of	December	31,	2007	and	2006,	the	outstanding	debt	under	the	3.00%	Notes	was	$344.6	million	and	$344.5	million	($345.0	million principal	amount),	net	of	$0.4	million	and	$0.5	million	discount,	respectively.

3.25%	Convertible	Notes—The	3.25%	convertible	notes	due	August	1,	2010	(3.25%	Notes)	mature	on	August	1,	2010,	and	interest	is	payable	semi-annually	in	arrears on	February	1	and	August	1	of	each	year.	The	3.25%	Notes	are	convertible	at	any	time	into	shares	of	the	Company's	Class	A	common	stock	at	a	conversion	price	of $12.22	per	share,	subject	to	certain	adjustments.	The	Company	may	redeem	the	3.25%	Notes	on	or	after	August	6,	2008.	The	initial	redemption	price	on	the	3.25% Notes	is	100.929%	of	the	principal	amount,	subject	to	a	ratable	decline	after	August	1	of	the	following	year	to	100%	of	the	principal	amount	in	2010.	The	3.25%	Notes rank	equally	with	all	of	the	Company's	other	senior	unsecured	debt	obligations,	including	its	other	convertible	notes,	its	senior	notes	and	the	Revolving	Credit	Facility, and	are	structurally	subordinated	to	all	existing	and	future	indebtedness	and	other	obligations	of	the	Company's	subsidiaries.

During	the	year	ended	December	31,	2007,	the	Company	issued	an	aggregate	of	7,324,760	shares	of	Class	A	common	stock	upon	conversion	of	$89.5	million	principal amount	of	3.25%	Notes.	Pursuant	to	the	terms	of	the	indenture,	the	holders	of	the	3.25%	Notes	are	entitled	to	receive	81.808	shares	of	Class	A	common	stock	for	every $1,000	principal	amount	of	notes	converted.	In	connection	with	the	conversion,	the	Company	paid	such	holders	an	aggregate	of	approximately	$3.7	million,	calculated based	on	the	accrued	and	unpaid	interest	on	the	notes	and	the	discounted	value	of	the	future	interest	payments	on	the	notes.	The	Company	recorded	a	charge	of	$3.7 million	related	to	amounts	paid	in	excess	of	carrying	value,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement of	operations	for	the	year	ended	December	31,	2007.	As	of	December	31,	2007,	$18.3	million	principal	amount	of	3.25%	Notes	remained	outstanding.

During	the	year	ended	December	31,	2006,	the	Company	issued	an	aggregate	of	3,684,794	shares	of	Class	A	common	stock	upon	conversion	of	approximately	$45.0 million	principal	amount	of	3.25%	Notes.	In	connection	with	the	conversion,	the	Company	paid	such	holders	an	aggregate	of	approximately	$3.3	million,	calculated

based	on	the	accrued	and	unpaid	interest	on	the	notes	as	of	the	date	of	conversion	and	the	discounted	value	of	the	future	interest	payments	on	the	notes.	The	Company recorded	a	charge	of	$3.3	million	related	to	amounts	paid	in	excess	of	carrying	value,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31,	2006.	As	of	December	31,	2006,	$107.9	million	principal	amount	of	3.25%	Notes remained	outstanding.

During	the	year	ended	December	31,	2005,	holders	of	an	aggregate	of	$57.1	million	principal	amount	of	the	3.25%	Notes	converted	their	notes	into	an	aggregate	of 4.7	million	shares	of	the	Company's	Class	A	common	stock	pursuant	to	the	terms	of	the	indenture.	In	connection	with	these	conversions,	the	Company	paid	such holders	an	aggregate	of	$4.9	million,	calculated	based	on	the	accrued	and	unpaid	interest	on	the	notes	as	of	the	date	of	conversion	and	the	discounted	value	of	the	future interest	payments	on	the	notes.	The	Company	recorded	a	charge	of	$4.9	million	related	to	amounts	paid	in	excess	of	carrying	value	and	write-off	of	deferred	financing fees,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	consolidated	statement	of	operations	for	the	year	ended	December	31,	2005.

5.0%	Convertible	Notes—The	5.0%	convertible	notes	due	2010	(5.0%	Notes)	mature	on	February	15,	2010,	and	interest	is	payable	semiannually	on	February	15	and August	15	of	each	year.	The	5.0%	Notes	are	convertible	at	any	time	into	shares	of	the	Company's	Class	A	common	stock	at	a	conversion	price	of	$51.50	per	share, subject	to	adjustment	in	certain	cases.	During	the	year	ended	December	31,	2006,	the	Company	repurchased	in	privately	negotiated	transactions	$23.5	million	of	5.0% Notes	for	$23.4	million	in	cash.	In	connection	with	these	transactions,	the	Company	recorded	a	charge	of	$0.1	million	related	to	the	write-off	of	related	deferred financing	fees,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended December	31,	2006.

In	February	2007,	the	Company	conducted	a	tender	offer	for	its	outstanding	5.0%	Notes.	The	tender	offer	was	intended	to	satisfy	the	rights	granted	to	each	noteholder under	the	indenture	for	the	5.0%	Notes	to	require	the	Company	to	repurchase	on	February	20,	2007	all	or	any	part	of	such	holder's	5.0%	Notes	at	a	price	equal	to	the issue	price	plus	accrued	and	unpaid	interest,	if	any,	up	to	but	excluding	February	20,	2007.	Under	the	terms	of	the	5.0%	Notes,	the	Company	had	the	option	to	pay	for the	5.0%	Notes	with	cash,	Class	A	common	stock,	or	a	combination	of	cash	and	stock.	The	Company	elected	to	pay	for	the	5.0%	Notes	solely	with	cash.	Pursuant	to	the tender	offer,	the	Company	repurchased	an	aggregate	of	$192.5	million	principal	amount	of	5.0%	Notes	for	an	aggregate	of	$192.6	million.	The	Company	recorded	a charge	of	$1.6	million	related	to	the	write-off	of	deferred	financing	fees,	which	is	reflected	in	loss	on	retirement	of	long-term	obligations	in	the	accompanying consolidated	statement	of	operations	for	the	year	ended	December	31,	2007.	Amounts	outstanding	as	of	December	31,	2006	are	reflected	in	current	portion	of	long-term obligations	in	the	accompanying	consolidated	balance	sheet	pursuant	to	a	put	option	in	February	2007	and	the	tender	offer	described	above.	Amounts	outstanding	as	of December	31,	2007	are	reflected	in	long-term	obligations	in	the	accompanying	consolidated	balance	sheet	based	on	the	maturity	date	of	the	5.0%	Notes	in	2010.

Capital	Lease	Obligations	and	Notes	Payable—The	Company's	capital	lease	obligations	and	notes	payable	approximated	$60.2	million	and	$59.8	million	as	of December	31,	2007	and	2006,	respectively.	These	obligations	bear	interest	at	rates	ranging	from	6.3%	to	9.3%	and	mature	in	periods	ranging	from	less	than	one	year	to approximately	seventy	years.

Maturities—As	of	December	31,	2007,	aggregate	carrying	value	of	long-term	debt,	including	capital	leases,	for	the	next	five	years	and	thereafter	are	estimated	to	be	(in thousands):

# 4.				ACQUISITIONS

During	the	years	ended	December	31,	2007,	2006	and	2005,	the	Company	used	cash	to	acquire	a	total	of	(i)	293	towers	and	the	assets	of	a	structural	analysis	firm	for approximately	$44.0	million	in	cash	(ii)	84	towers	and	6	in-building	distributed	antenna	systems	for	approximately	$14.3	million	and	(iii)	30	towers	for	approximately $6.0	million	in	cash,	respectively.	The	tower	asset	acquisitions	were	primarily	in	Mexico	and	Brazil	under	ongoing	agreements.

During	the	year	ended	December	31,	2005,	the	Company	also	completed	its	merger	with	SpectraSite,	Inc.	pursuant	to	which	the	Company	acquired	approximately	7,800 towers	and	100	in-building	distributed	antenna	systems.	Under	the	terms	of	the	merger	agreement,	in	August	2005,	SpectraSite,	Inc.	merged	with	a	wholly-owned subsidiary	of	the	Company,	and	each	share	of	SpectraSite,	Inc.	common	stock	converted	into	the	right	to	receive	3.575	shares	of	the	Company's	Class	A	common	stock. The	Company	issued	approximately	169.5	million	shares	of	its	Class	A	common	stock	and	reserved	for	issuance	approximately	9.9	million	and	6.8	million	of	Class	A common	stock	pursuant	to	SpectraSite,	Inc.	options	and	warrants,	respectively,	assumed	in	the	merger.	The	final	allocation	of	the	$3.1	billion	purchase	price	is summarized	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.

The	acquisitions	consummated	by	the	Company	during	2007,	2006	and	2005,	have	been	accounted	for	under	the	purchase	method	of	accounting	in	accordance	with SFAS	No.	141	"Business	Combinations"	(SFAS	No.	141).	The	purchase	prices	have	been	allocated	to	the	net	assets	acquired	and	the	liabilities	assumed	based	on	their estimated	fair	values	at	the	date	of	acquisition.	The	Company	primarily	acquired	its	tower	assets	from	third	parties	in	one	of	two	types	of	transactions:	the	purchase	of	a business	or	the	purchase	of	assets.	The	structure	of	each	transaction	affects	the	way	the	Company	allocates	purchase	price	within	the	consolidated	financial	statements.	In the	case	of	tower	assets	acquired	through	the	purchase	of	a	business,	such	as	the	Company's	merger	with	SpectraSite,	Inc.,	the	Company	allocates	the	purchase	price	to the	assets	acquired	and	liabilities	assumed	at	their	estimated	fair	values	as	of	the	date	of	acquisition.	The	excess	of	the	purchase	price	paid	by	the	Company	over	the estimated	fair	value	of	net	assets	acquired	has	been	recorded	as	goodwill.	In	the	case	of	an	asset	purchase,	the	Company	first	allocates	the	purchase	price	to	property	and equipment	for	the	appraised	value	of	the	towers	and	to	identifiable	intangible	assets	(primarily	acquired	customer	base).	The	Company	then	records	any	remaining purchase	price	within	intangible	assets	as	a	"network	location	intangible."

The	following	table	presents	the	unaudited	pro	forma	consolidated	results	of	operations	of	the	Company	for	the	year	ended	December	31,	2005,	as	if	the	merger	with SpectraSite,	Inc.	was	completed	as	of	January	1,	2005.	Unaudited	pro	forma	results	of	operations	of	the	other	acquisitions	are	not	presented	due	to	their	insignificant impact	on	the	Company's	consolidated	results	of	operations.

The	pro	forma	amounts	include	the	historical	operating	results	of	the	Company	and	SpectraSite,	Inc.	with	appropriate	adjustments	that	give	effect	to	depreciation, amortization	and	accretion,	interest	expense,	amortization	of	unearned	compensation	relating	to	unvested	stock	options	assumed,	income	taxes,	and	certain	conforming accounting	policies	of	the	Company.	The	pro	forma	amounts	contain	approximately	$20.7	million	of	merger	related	costs	incurred	by	SpectraSite,	Inc.	prior	to	the merger.	The	pro	forma	amounts	are	not	necessarily	indicative	of	the	operating	results	that	would	have	occurred	if	the	acquisition	and	related	transactions	had	been completed	at	the	beginning	of	the	applicable	periods	presented.	In	addition,	the	pro	forma	amounts	are	not	necessarily	indicative	of	operating	results	in	future	periods.

# 5.				PROPERTY	AND	EQUIPMENT

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

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Towers | $4,240,291 | $4,170,902 |
| Equipment | 235,109 | 199,689 |
| Buildings\tand\timprovements | 204,339 | 200,356 |
| Land\tand\timprovements | 268,259 | 225,079 |
| Construction-in-progress | 44,031 | 32,181 |
| Total | 4,992,029 | 4,828,207 |
| Less\taccumulated\tdepreciation\tand\tamortization | (1,946,843) | (1,610,083) |
| Property\tand\tequipment,\tnet | $3,045,186 | $3,218,124 |

# 6.				GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

The	Company's	net	carrying	amount	of	goodwill	was	approximately	$2.2	billion	as	of	December	31,	2007	and	December	31,	2006,	all	of	which	related	to	its	rental	and management	segment.	The	Company	has	selected	December	1	as	the	date	to	perform	its	annual	goodwill	impairment	test.	In	performing	its	2007	and	2006	testing,	the Company	completed	an	internal	appraisal	and	estimated	the	fair	value	of	the	rental	and	management	reporting	unit	that	contains	goodwill	utilizing	future	discounted cash	flows	and	market	information.	Based	on	the	appraisals	performed,	the	Company	determined	that	goodwill	in	its	rental	and	management	segment	was	not	impaired.

The	Company's	changes	in	the	carrying	value	of	goodwill	for	the	years	ended	December	31,	2007	and	2006	are	as	follows	(in	thousands):

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Beginning\tbalance\tas\tof\tJanuary\t1, | $2,189,767 | $2,142,551 |
| Allocation\tadjustments\trelated\tto\tthe\tSpectraSite\tmerger |  | 54,463 |
| Reduction\tassociated\twith\tdeferred\ttax\tassets\trecognized\tupon\tutilization\tof\tacquired\tnet\toperating\tand\tcapital |  |  |
| losses\t(see\tnote\t2) | (1,455) | (7,247) |
| Balance\tas\tof\tDecember\t31, | $2,188,312 | $2,189,767 |

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

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Acquired\tcustomer\tbase\tand\tnetwork\tlocation\tintangibles | $1,760,707 | $1,755,201 |
| Acquired\tcustomer\trelationship\tintangible | 775,000 | 775,000 |
| Deferred\tfinancing\tcosts | 75,934 | 56,084 |
| Acquired\tlicenses\tand\tother\tintangibles | 53,866 | 51,703 |
| Total | $2,665,507 | 2,637,988 |
| Less\taccumulated\tamortization | (979,073) | (817,112) |
| Other\tintangible\tassets,\tnet | $1,686,434 | $1,820,876 |

The	Company	amortizes	its	intangible	assets	over	periods	ranging	from	three	to	twenty	years.	Amortization	of	intangible	assets	for	the	years	ended	December	31,	2007 and	2006	aggregated	approximately	$168.1	million	and	$174.0	million,	respectively	(excluding	amortization	of	deferred	financing	costs,	which	is	included	in	interest expense).	Based	on	the	current	estimated	useful	lives,	and	subject	to	the	completion	of	the	Company's	review	and	analysis	of	the	useful	lives	of	its	tower	assets described	in	note	1,	the	Company	expects	to	record	amortization	expense	(excluding	amortization	of	deferred	financing	costs)	of	approximately	$163.8	million,	$162.6 million,	$160.5	million,	$157.3	million	and	$155.5	million	for	the	years	ended	December	31,	2008,	2009,	2010,	2011	and	2012,	respectively.

# 7.				NOTES	RECEIVABLE

In	2000,	the	Company	loaned	TV	Azteca,	S.A.	de	C.V.	(TV	Azteca),	the	owner	of	a	major	national	television	network	in	Mexico,	$119.8	million.	The	loan,	which initially	bore	interest	at	12.87%,	payable	quarterly,	was	discounted	by	the	Company,	as	the	fair	value	interest	rate	at	the	date	of	the	loan	was	determined	to	be	14.25%. The	loan	was	amended	effective	January	1,	2003	to	increase	the	original	interest	rate	to	13.11%.	As	of	December	31,	2007	and	2006,	approximately	$119.8	million undiscounted	($108.2	million	discounted)	under	the	loan	was	outstanding	and	included	in	notes	receivable	and	other	long-term	assets	in	the	accompanying	consolidated balance	sheets.	The	term	of	the	loan	is	seventy	years;	however,	the	loan	may	be	prepaid	by	TV	Azteca	without	penalty	during	the	last	fifty	years	of	the	agreement.	The discount	on	the	loan	is	being	amortized	to	interest	income—TV	Azteca,	net,	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	discussed	above	and	the	annual payment	of	$1.5	million	to	TV	Azteca	(under	the	Economic	Rights	Agreement),	the	Company	has	the	right	to

market	and	lease	the	unused	tower	space	on	the	broadcast	towers	(the	Economic	Rights).	TV	Azteca	retains	title	to	these	towers	and	is	responsible	for	their	operation	and maintenance.	The	Company	is	entitled	to	100%	of	the	revenues	generated	from	leases	with	tenants	on	the	unused	space	and	is	responsible	for	any	incremental	operating expenses	associated	with	those	tenants.

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

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

On	a	quarterly	basis,	the	Company	assesses	the	recoverability	of	its	note	receivable	from	TV	Azteca.	As	of	December	31,	2007	and	2006,	the	Company	has	assessed	the recoverability	of	the	note	receivable	from	TV	Azteca	and	concluded	that	no	adjustment	to	its	carrying	value	is	required.

A	former	executive	officer	and	former	director	of	the	Company	served	as	a	director	of	TV	Azteca	from	December	1999	to	February	2006.

As	of	December	31,	2007	and	2006,	the	Company	also	had	other	long-term	notes	receivable	outstanding	of	approximately	$4.3	million	and	$11.0	million,	respectively.

# 8.				DERIVATIVE	FINANCIAL	INSTRUMENTS

The	Company	enters	into	interest	rate	protection	agreements	to	manage	exposure	on	the	variable	rate	debt	under	its	credit	facilities	and	to	manage	variability	in	cash flows	relating	to	forecasted	interest	payments.	Under	these	agreements,	the	Company	is	exposed	to	credit	risk	to	the	extent	that	a	counterparty	fails	to	meet	the	terms	of a	contract.	Such	exposure	was	limited	to	the	current	value	of	the	contract	at	the	time	the	counterparty	fails	to	perform.	The	Company	believes	its	contracts	as	of December	31,	2007	and	2006	are	with	credit	worthy	institutions.

As	of	December	31,	2007	and	2006,	the	carrying	amounts	of	the	Company's	derivative	financial	instruments,	along	with	the	estimated	fair	values	of	the	related	assets reflected	in	notes	receivable	and	other	long-term	assets	and	(liabilities)	reflected	in	other	long-term	liabilities	in	the	accompanying	consolidated	balance	sheet,	are	as follows	(in	thousands	except	percentages):

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

| As	of	December	31,	2006 | Notional<br>Amount | Interest	Range | Term | Carrying	Amount<br>and	Fair	Value |
| :--- | :--- | :--- | :--- | :--- |
| Interest\trate\tswap\tagreements | $450,000 | 4.63%-4.88% | Expiring\tin\t2010 | $4,143 |
| Interest\trate\tswaps | 100,000 | 4.95% | Expiring\tin\t2010 | 213 |
| Interest\trate\tswaps | 300,000 | 3.88% | Expiring\tin\t2009 | 9,471 |
| Forward\tstarting\tinterest\trate\tswap\tagreements | 900,000 | 4.73%-5.10% | Expiring\tin\t2012 | 3,753 |
| Interest\trate\tcap | 25,000 | 8.00% | Expired\tin\t2007 |  |
| Total | $1,775,000 |  |  | $17,580 |

As	of	December	31,	2007,	the	Company	held	three	interest	rate	swap	agreements	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest	payments under	its	Revolving	Credit	Facility,	which	are	summarized	in	the	table	above.	During	the	year	ended	December	31,	2007,	the	Company	received	cash	of	approximately $20.1	million	upon	net	settlement	of	certain	of	its	assets	and	liabilities	under	its	interest	rate	swap	agreements	held	as	of	December	31,	2006	and	entered	into	during	the first	half	of	2007,	as	discussed	below.	In	addition,	the	Company	paid	$8.0	million	related	to	a	treasury	rate	lock	agreement	entered	into	and	settled	during	the	three months	ended	September	30,	2007,	as	discussed	below.	The	Company	received	$3.1	million	in	cash	upon	settlement	of	the	assets	and	liabilities	under	ten	forward starting	interest	rate	swap	agreements	with	an	aggregate	notional	amount	of	$1.4	billion,	which	were	designated	as	cash	flow	hedges	to	manage	exposure	to	variability	in cash	flows	relating	to	forecasted	interest	payments	in	connection	with	the	Certificates	issued	in	the	Securitization	in	May	2007.	As	a	result,	the	settlement	gain	of	$2.0 million,	net	of	a	tax	benefit	of	a	$1.1	million,	is	being	recognized	as	a	reduction	in	interest	expense	over	the	five-year	period	for	which	the	interest	rate	swaps	were designated	as	hedges.	The	Company	also	received	$17.0	million	in	cash	upon	settlement	of	the	assets	and	liabilities	under	13	additional	interest	rate	swap	agreements with	an	aggregate	notional	amount	of	$850.0	million	that	managed	exposure	to	variability	of	interest	rates	under	the	credit	facilities.	The	Company	recognized	a	net	gain on	these	terminations	of	$8.1	million	which	is	included	in	other	income	in	the	accompanying	consolidated	statement	of	operations	for	the	year	ended	December	31, 2007.	The	Company	also	paid	$8.0	million	in	cash	upon	settlement	of	a	treasury	rate	lock	agreement	with	an	aggregate	notional	amount	of	$250.0	million	entered	into	in anticipation	of	the	issuance	of	fixed	rate	debt.	The	Company	terminated	the	treasury	rate	lock	agreement	during	the	year	ended	December	31,	2007	in	connection	with the	pricing	of	the	7.00%	Notes	and	is	recognizing	the	$5.2	million	settlement	loss,	net	of	a	tax	benefit	of	$2.8	million,	as	an	increase	in	interest	expense	over	the	10-year term	of	the	7.00%	Notes.

As	of	December	31,	2007,	other	comprehensive	loss	includes	a	deferred	loss	on	the	settlement	of	the	treasury	rate	lock	agreement	of	$4.9	million,	net	of	tax,	a	deferred gain	on	the	settlement	of	the	interest	rate	swap	agreements	entered	into	in	connection	with	the	Securitization	of	$1.6	million,	net	of	tax,	unrealized	losses	related	to	the interest	rate	swap	agreements	in	the	table	above	of	$0.5	million,	net	of	tax	and	unrealized	gains	on	short	term	available-for-sale	securities	of	$0.1	million,	net	of	tax. During	the	year	ended	December	31,	2007,	the	Company	recorded	an	aggregate	net	unrealized	loss	of	approximately	$3.2	million	(net	of	a	tax	provision	of approximately	$2.0	million)	in	other	comprehensive	loss	for	the	change	in	fair	value	of	interest	rate	swaps	designated	as	cash	flow	hedges	and	reclassified	an	aggregate $6.2	million	(net	of	an	income	tax	benefit	of	$3.3	million)	into	results	of	operations	during	the	year	ended	December	31,	2007.

In	January	and	February	2008,	the	Company	entered	into	an	aggregate	of	five	additional	interest	rate	swap	agreements	to	manage	exposure	to	variability	in	cash	flows relating	to	forecasted	interest	payments	under	its	Revolving	Credit	Facility.	The	swaps	are	designated	as	cash	flow	hedges,	have	an	aggregate	notional	amount	of	$250.0 million,	fixed	interest	rates	ranging	from	2.92%	to	3.74%	and	expire	in	2011.

As	of	December	31,	2006,	the	Company	held	a	total	of	ten	interest	rate	swap	agreements	to	manage	exposure	to	variable	rate	interest	obligations	under	its	AMT	OpCo and	SpectraSite	credit	facilities	and	four	forward	starting	interest	rate	swap	agreements	to	manage	exposure	to	variability	in	cash	flows	relating	to	forecasted	interest payments	in	connection	with	the	Securitization	which	the	Company	designated	as	cash	flow	hedges.	The	eight	American	Tower	swaps	had	an	aggregate	notional	amount of	$450.0	million	and	fixed	rates	ranging	between	4.63%	and	4.88%	and	the	two	SpectraSite	swaps	have	an	aggregate	notional	amount	of	$100.0	million	and	a	fixed rate	of	4.95%.	The	four	forward	starting	interest	rate	swap	agreements	had	an	aggregate	notional	amount	of	$900.0	million,	fixed	rates	ranging	between	4.73%	and 5.10%.	As	of	December	31,	2006,	the	Company	also	held	three	interest	rate	swap	instruments	and	one	interest	rate	cap	instrument	that	were	acquired	in	the	SpectraSite, Inc.	merger	in	August	2005	and	were	not	designated	as	cash	flow	hedges.	The	three	interest	rate	swaps,	which	had	a	fair	value	of	$6.7	million	at	the	date	of	acquisition, have	an	aggregate	notional	amount	of	$300.0	million,	a	fixed	rate	of	3.88%.	The	interest	rate	cap	had	a	notional	amount	of	$175.0	million,	a	fixed	rate	of	7.0%,	and expired	in	February	2006.

As	of	December	31,	2006,	other	comprehensive	income	includes	unrealized	gains	on	short	term	available-for-sale	securities	of	$10.4	million	and	unrealized	gains	related to	the	interest	rate	swap	agreements	in	the	table	above	of	$5.7	million,	net	of	tax.	During	the	year	ended	December	31,	2006,	the	Company	recorded	a	net	unrealized	gain of	approximately	$6.5	million	(net	of	a	tax	provision	of	approximately	$3.5	million)	in	other	comprehensive	loss	for	the	change	in	fair	value	of	interest	rate	swaps designated	as	cash	flow	hedges	and	reclassified	$0.7	million	(net	of	an	income	tax	benefit	of	$0.2	million)	into	results	of	operations	during	the	year	ended	December	31, 2006.

# 9.				COMMITMENTS	AND	CONTINGENCIES

Lease	Obligations—The	Company	leases	certain	land,	office	and	tower	space	under	operating	leases	that	expire	over	various	terms.	Many	of	the	leases	contain	renewal options	with	specified	increases	in	lease	payments	upon	exercise	of	the	renewal	option.	Escalation	clauses	present	in	operating	leases,	excluding	those	tied	to	CPI	or other	inflation-based	indices,	are	recognized	on	a	straight-line	basis	over	the	non-cancelable	term	of	the	lease.	(See	note	1.)

Future	minimum	rental	payments	under	non-cancelable	operating	leases	include	payments	for	certain	renewal	periods	at	the	Company's	option	because	failure	to	renew could	result	in	a	loss	of	the	applicable	tower	site	and	related	revenues	from	tenant	leases,	thereby	making	it	reasonably	assured	that	the	Company	will	renew	the	lease. Such	payments	in	effect	at	December	31,	2007	are	as	follows	(in	thousands):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2008 | $217,969 |
| 2009 | 215,763 |
| 2010 | 208,548 |
| 2011 | 199,024 |
| 2012 | 190,272 |
| Thereafter | 2,451,496 |
| Total | $3,483,072 |

Aggregate	rent	expense	(including	the	effect	of	straight-line	rent	expense)	under	operating	leases	for	the	years	ended	December	31,	2007,	2006	and	2005	approximated $246.4	million,	$237.0	million	and	$168.7	million,	respectively.

Future	minimum	payments	under	capital	leases	(see	note	3)	in	effect	at	December	31,	2007	are	as	follows	(in	thousands):

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

Future	minimum	rental	receipts	expected	from	customers	under	non-cancelable	operating	lease	agreements	in	effect	at	December	31,	2007	are	as	follows	(in	thousands):

| Year	Ending	December	31, |  |
| :--- | :--- |
| 2008 | $1,293,074 |
| 2009 | 1,290,635 |
| 2010 | 1,230,767 |
| 2011 | 1,061,668 |
| 2012 | 908,554 |
| Thereafter | 2,676,157 |
| Total | $8,460,855 |

Subsequent	to	December	31,	2007,	the	Company	amended	its	lease	agreement	with	a	significant	customer	extending	the	lease	terms	of	certain	leases	through	2016.	The impact	of	the	amended	agreement	results	in	incremental	revenue	of	$54.9	million,	to	be	recognized	over	the	contractual	term.	Giving	effect	to	the	transaction,	the Company's	future	minimum	rental	receipts	would	increase	by	$0.2	million,	$0.7	million,	$2.7	million,	$9.1	million,	$9.5	million	and	$32.7	million	for	the	years	ended December	31,	2008,	2009,	2010,	2011,	2012	and	thereafter.

Legal	and	Governmental	Proceedings	Related	to	Review	of	Stock	Option	Granting	Practices	and	Related	Accounting—During	the	year	ended	December	31,	2006,	the Company	received	a	letter	of	informal	inquiry	from	the	SEC	Division	of	Enforcement,	a	subpoena	from	the	United	States	Attorney's	Office	for	the	Eastern	District	of New	York,	and	an	Information	Document	Request	from	the	Internal	Revenue	Service	(IRS),	each	requesting	documents	related	to	Company	stock	option	grants	and stock	option	practices.	In	addition,	in	August	2007,	the	Company	received	a	request	for	information	from	the	Department	of	Labor	(DOL)	with	respect	to	the	Company's retirement	savings	plan,	including	documents	related	to	Company	stock	option	grants	and	the

Company's	historical	stock	option	administrative	practices.	The	Company	continues	to	cooperate	with	each	of	the	SEC,	the	U.S.	Attorney's	Office,	the	IRS	and	the	DOL to	provide	the	requested	information	and	documents.	The	Company	has	become	aware	that	a	former	officer	of	the	Company	has	received	a	"Wells"	notice	from	the	SEC which	affords	such	individual	the	opportunity	to	make	a	submission	to	the	SEC	with	respect	to	contemplated	civil	enforcement	recommendations	against	such	individual for	certain	violations	of	the	federal	securities	laws.

The	Company	is	subject	to	a	securities	class	action	relating	to	its	historical	stock	option	granting	practices	and	related	accounting.	On	May	26,	2006,	a	securities	class action	was	filed	in	United	States	District	Court	for	the	District	of	Massachusetts	against	the	Company	and	certain	of	its	current	officers	by	John	S.	Greenebaum	for monetary	relief.	Specifically,	the	complaint	named	the	Company,	James	D.	Taiclet,	Jr.	and	Bradley	E.	Singer	as	defendants	and	alleged	that	the	defendants	violated federal	securities	laws	in	connection	with	public	statements	made	relating	to	the	Company's	stock	option	practices	and	related	accounting.	The	complaint	asserted	claims under	Sections	10(b)	and	20(a)	of	the	Exchange	Act	and	SEC	Rule	10b-5.	In	December	2006,	the	court	appointed	the	Steamship	Trade	Association-International Longshoreman's	Association	Pension	Fund	as	the	lead	plaintiff.	In	March	2007,	plaintiffs	filed	an	amended	consolidated	complaint,	which	included	additional	current and	former	officers	and	directors	of	the	Company	as	defendants.	In	December	2007,	the	Company	announced	that	it	had	reached	a	settlement	in	principle	regarding	the securities	class	action.	The	settlement,	which	was	preliminarily	approved	by	the	court	in	February	2008,	provides	for	a	payment	by	the	Company	of	$14.0	million	and would	lead	to	a	dismissal	of	all	claims	against	all	defendants	in	the	litigation.	The	Company	has	reached	agreements	with	its	insurers	related	to	the	settlement,	pursuant to	which	the	Company	expects	to	receive	approximately	$12.5	million	in	insurance	proceeds.	The	Company	will	satisfy	its	obligations	under	the	settlement	agreement by	making	the	required	payment	to	an	escrow	account	controlled	by	the	plaintiffs.	The	Company	expects	to	pay	the	settlement	amount,	and	receive	the	associated insurance	proceeds,	in	the	first	half	of	2008.	The	$12.5	million	in	expected	insurance	proceeds	was	recorded	as	a	receivable	in	prepaid	and	other	current	assets	in	the accompanying	consolidated	balance	sheet	as	of	December	31,	2007,	as	the	Company	believes	collection	is	highly	probable.

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

On	June	13,	2006,	June	22,	2006	and	August	23,	2006,	three	shareholder	derivative	lawsuits	were	filed	in	United	States	District	Court	for	the	District	of	Massachusetts by	New	South	Wales	Treasury	Corporation,	as	Trustee	for	the	Alpha	International	Managers	Trust,	Frank	C.	Kalil	and	Don	Holland,	and	Leslie	Cramer,	respectively. The	lawsuits	were	filed	against	certain	of	the	Company's	current	and	former	officers	and	directors	for	alleged	breaches	of	fiduciary	duties,	waste	of	corporate	assets, gross	mismanagement	and	unjust	enrichment	in	connection	with	the	Company's	historical	stock	option	granting	practices.	The	lawsuits	also	named	the	Company	as	a nominal	defendant.	In	December	2006,	the	court	consolidated	these	three	lawsuits	and	appointed	New	South	Wales	Treasury	Corporation	as	the	lead	plaintiff.	In February	2007,	the	plaintiffs	filed	an	amended	consolidated	complaint.	In	February	2008,	the	court	dismissed	the	complaint	due	to	the	plaintiffs'	failure	to	make	a demand	on	the	Company's	Board	of	Directors	before	initiating	their	lawsuits.	In	December	2007,	the	plaintiffs	also	made	a	demand	on	the	Company's	Board	of Directors	which	is	being	assessed	by	a	special	litigation	committee	of	the	Company's	Board	of	Directors.

The	outcomes	of	the	class	action	and	derivative	actions	cannot	be	predicted	by	the	Company	with	certainty	and	are	dependent	upon	many	factors	beyond	its	control.	In the	event	of	an	adverse	outcome	with	respect	to	one	or	more	of	these	proceedings,	these	matters	could	result	in	a	material	adverse	effect	on	the	Company's	consolidated financial	position,	results	of	operations	or	liquidity.

Verestar—Verestar,	Inc.,	a	subsidiary	of	the	Company	(Verestar),	filed	for	protection	under	Chapter	11	of	the	federal	bankruptcy	laws	in	December	2003	in	the	U.S. Bankruptcy	Court	for	the	Southern	District	of	New	York	(Bankruptcy	Court).

In	June	2004,	the	Bankruptcy	Court	approved	a	stipulation	between	Verestar	and	the	Official	Committee	of	Unsecured	Creditors	appointed	in	the	bankruptcy proceeding	(the	Committee)	that	permitted	the	Committee	to	file	claims	against	the	Company	and/or	its	affiliates	on	behalf	of	Verestar.	In	connection	therewith,	in July	2005,	the	Committee	filed	a	complaint	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York	against	the	Company	and	certain	of	its	and	Verestar's current	and	former	officers,	directors	and	advisors,	and	also	filed	a	complaint	in	the	Bankruptcy	Court	against	the	Company.	The	cases	were	consolidated,	and	in September	2006,	the	Bankruptcy	Court	approved	the	parties'	decision	to	mediate	the	Verestar	bankruptcy	proceedings	and	related	litigation	and	stayed	all	aspects	of	the case	pending	the	completion	of	mediation.	In	July	2007,	the	Company	participated	in	mediation	with	the	Committee	and	reached	agreement	on	terms	for	a	proposed settlement.	In	October	2007,	the	Company	finalized	a	settlement	agreement	with	the	Committee,	pursuant	to	which	the	Company	agreed	to	pay	$32.0	million	and	the parties	agreed	to	a	mutual	release	of	all	claims	existing	prior	to	the	execution	of	the	settlement	agreement.	The	release	of	claims	applies	to	all	of	the	defendants,	including the	Company,	as	well	as	the	Company's	and	Verestar's	current	and	former	officers,	directors	and	advisors	named	in	the	litigation.	In	November	2007,	following approval	by	the	Bankruptcy	Court,	the	settlement	agreement	became	effective,	and	the	litigation	was	dismissed.	The	Company	paid	the	$32.0	million	settlement	amount in	November	2007,	which	is	reflected	within	loss	from	discontinued	operations,	net	in	the	accompanying	consolidated	statements	of	operations	for	the	year	ended December	31,	2007.	The	Company	is	in	discussions	with	its	insurers	concerning	the	amount	of	their	contribution	to	the	settlement.

Prior	to	September	30,	2007,	the	Company	had	not	recorded	certain	tax	benefits	related	to	net	operating	losses	generated	from	the	operations	of	Verestar	and	used	by	the Company	because	the	Company's	ability	to	realize	such	benefits	was	potentially	impacted	by	the	bankruptcy	proceedings	and	related	litigation	that	had	yet	to	be resolved.	In	November	2007,	in	connection	with	the	approval	of	the	settlement	agreement	by	the	Bankruptcy	Court	and	the	dismissal	of	the	litigation,	the	Company determined	that	the	benefits	from	certain	of	Verestar's	aforementioned	net	operating	losses	would	more	likely	than	not	be	recoverable	by	the	Company.	Accordingly,	the Company	recorded	additional	tax	benefits	of	$5.6	million	related	to	Verestar	in	the	fourth	quarter	of	2007.	The	Company	also	recorded	a	tax	provision	of	$10.7	million in	loss	from	discontinued	operations,	net	during	the	three	months	ended	December	31,	2007	to	write	off	deferred	tax	assets	associated	with	Verestar	that	should	have been	written	off	in	2002	and	removed	from	the	consolidated	balance	sheet	when	Verestar	was	deconsolidated	upon	its	bankruptcy	filing	in	December	2003.	The Company	evaluated	the	impact	this	adjustment	would	have	had	on	our	previously	issued	consolidated	financial	statements	and	concluded	the	aggregate	impact	of	this adjustment	was	not	material	to	our	consolidated	results	of	operations	for	the	three	months	or	year	ended	December	31,	2007	or	any	prior	annual	or	interim	periods.

Depending	on	the	resolution	of	the	Verestar	bankruptcy	proceedings,	the	Company	may	be	entitled	to	a	worthless	stock	or	bad	debt	deduction	for	its	investment	in Verestar.	The	Company	will	record	any	tax	benefit	for	these	potential	deductions	when	the	plan	of	liquidation	or	reorganization	is	finalized	and	approved	by	the Bankruptcy	Court.

AT&T	Mobility	Transaction—SpectraSite	entered	into	an	agreement	with	SBC	Communications	Inc.,	a	predecessor	entity	to	AT&T	Mobility,	for	the	lease	or	sublease	of approximately	2,500	towers	from	AT&T

Mobility	between	December	2000	and	August	2004.	All	of	the	towers	are	part	of	the	Securitization.	The	average	term	of	the	lease	or	sublease	for	all	sites	at	the	inception of	the	agreement	was	approximately	27	years,	assuming	renewals	or	extensions	of	the	underlying	ground	leases	for	the	sites.	SpectraSite	has	the	option	to	purchase	the sites	subject	to	the	lease	or	sublease	upon	their	expiration.	Each	of	the	towers	is	assigned	into	an	annual	tranche,	ranging	from	2013	to	2032,	which	represents	the	outside expiration	date	for	the	sublease	rights	to	that	tower.	The	purchase	price	for	each	site	is	a	fixed	amount	stated	in	the	sublease	for	that	site	plus	the	fair	market	value	of certain	alterations	made	to	the	related	tower	by	AT&T	Mobility.	The	aggregate	purchase	option	price	for	the	towers	leased	and	subleased	was	approximately	$341.2 million	as	of	December	31,	2007,	and	will	accrete	at	a	rate	of	10%	per	year	to	the	applicable	expiration	of	the	lease	or	sublease	of	a	site.	For	all	such	sites	purchased	by SpectraSite	at	the	expiration	of	the	lease	or	sublease,	AT&T	Mobility	has	the	right	to	continue	to	lease	the	reserved	space	for	successive	one	year	terms	at	a	rent	equal	to the	lesser	of	the	agreed	upon	market	rate	and	the	then	current	monthly	fee,	which	is	subject	to	an	annual	increase	based	on	changes	in	the	CPI.

ALLTEL	Transaction—In	December	2000,	the	Company	entered	into	an	agreement	with	ALLTEL	to	acquire	communications	towers	from	ALLTEL	through	a	15-year sublease	agreement.	Pursuant	to	the	agreement	with	ALLTEL,	as	amended,	the	Company	acquired	rights	to	a	total	of	1,776	towers	in	tranches	between	April	2001	and March	2002.	The	Company	has	the	option	at	the	expiration	of	the	sublease	period,	which	will	occur	between	April	2016	and	March	2017	based	on	the	original	closing date	for	such	tranche	of	towers,	to	purchase	the	tower	sites	at	a	purchase	price	per	tower	of	$27,500	and	will	accrete	at	a	rate	of	3%	per	annum.	The	aggregate	purchase option	price	for	the	subleased	towers	was	approximately	$59.6	million	as	of	December	31,	2007.	At	ALLTEL's	option,	at	the	expiration	of	the	sublease	period	the purchase	price	will	be	payable	in	cash	or	with	769	shares	of	the	Company's	Class	A	common	stock	per	tower.

Guarantees	and	Indemnifications—The	Company	complies	with	the	liability	and	measurement	provisions	of	FIN	45,	"Guarantor's	Accounting	and	Disclosure Requirements	for	Guarantees,	Including	Indirect	Guarantees	of	Indebtedness	of	Others,	an	interpretation	of	FASB	Statements	No.	5,	57	and	107	and	rescission	of	FASB Interpretation	No.	34."	The	Company	enters	into	agreements	from	time	to	time	in	the	ordinary	course	of	business	pursuant	to	which	it	agrees	to	indemnify	third	parties for	certain	claims.	The	Company	has	also	entered	into	purchase	and	sale	agreements	relating	to	the	sale	or	acquisition	of	assets	containing	customary	indemnification provisions.	The	Company's	indemnification	obligations	under	these	agreements	generally	are	limited	solely	to	damages	resulting	from	breaches	of	representations	and warranties	or	covenants	under	the	applicable	agreements,	but	do	not	guaranty	future	performance.	In	addition,	payments	under	such	indemnification	clauses	are generally	conditioned	on	the	other	party	making	a	claim	that	is	subject	to	whatever	defenses	the	Company	may	have	and	are	governed	by	dispute	resolution	procedures specified	in	the	particular	contract.	Further,	the	Company's	obligations	under	these	agreements	may	be	limited	in	duration	and/or	amount,	and	in	some	instances,	the Company	may	have	recourse	against	third	parties	for	payments	made	by	the	Company.	The	Company	has	not	historically	made	any	material	payments	under	these agreements	and,	as	of	December	31,	2007,	is	not	aware	of	any	agreements	that	could	result	in	a	material	payment.

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

# 10.				RELATED	PARTY	TRANSACTIONS

In	addition	to	the	related	party	transactions	described	in	notes	11	and	13,	the	Company	had	the	following	related	party	transactions	during	the	years	ended	December	31, 2007,	2006	and	2005.

In	February	2007,	J.	Michael	Gearon,	Jr.,	the	Company's	former	Vice	Chairman	and	President	of	American	Tower	International,	notified	the	Company	of	his	intention to	leave	the	Company	to	devote	more	time	to	his	personal	endeavors	and	other	interests.	On	February	27,	2007,	the	Company	and	Mr.	Gearon	finalized	the	terms	of Mr.	Gearon's	separation	from	the	Company,	and	effective	as	of	such	date,	Mr.	Gearon	ceased	to	be	an	employee	of	the	Company.	Under	the	terms	of	Mr.	Gearon's existing	letter	agreement	with	the	Company,	dated	February	12,	2004,	Mr.	Gearon	had	the	right	to	participate	in	the	Company's	stock	option	plan	for	the	duration	of	the vesting	period	of	his	options,	provided	that	such	continued	participation	was	accomplished	through	a	mutually	acceptable	arrangement.	In	connection	with	his	separation from	the	Company,	Mr.	Gearon	and	the	Company	agreed	to	modify	the	terms	of	the	letter	agreement	to	accelerate	the	vesting	of	Mr.	Gearon's	unvested	stock	options	to purchase	281,250	shares	of	the	Company's	Class	A	common	stock	so	that	such	options	were	immediately	exercisable.	The	Company	accounted	for	this	as	a modification,	resulting	in	additional	stock-based	compensation	of	$4.7	million	for	the	year	ended	December	31,	2007.	The	parties	also	agreed	that	all	of	Mr.	Gearon's options	would	be	governed	by	the	terms	of	the	Company's	stock	option	plan,	and	accordingly,	Mr.	Gearon	had	a	period	of	three	months	following	his	separation	from the	Company	to	exercise	any	outstanding	options	prior	to	their	expiration,	all	of	which	were	exercised	in	March	2007.	In	addition,	following	Mr.	Gearon's	separation, the	Company	reached	an	agreement	with	Mr.	Gearon	to	clarify	and	resolve	the	scope	of	his	ongoing	obligations	under	non-competition	arrangements	with	the	Company, including	that	Mr.	Gearon	would	not	engage	in	competitive	activities	with	the	Company	in	Mexico	or	Brazil	through	October	2,	2008.

In	the	fourth	quarter	of	2004,	the	Company	entered	into	a	consulting	agreement	with	the	brother	of	Mr.	Gearon,	a	former	executive	officer	of	the	Company,	for	the provision	of	implementation,	development	and	deployment	services	on	the	Company's	projects	in	Brazil.	Under	the	terms	of	the	agreement,	the	Company	agreed	to	pay the	individual	a	consulting	fee	of	$5,000	per	month,	plus	expenses.	The	Company	paid	$64,600	of	fees	under	this	agreement	during	the	year	ended	December	31,	2005, and	the	agreement	was	terminated.

In	January	2004,	the	Company	entered	into	an	employment	agreement	with	Steven	B.	Dodge,	the	Company's	then	Chairman	and	former	Chief	Executive	Officer,	that provided	for	Mr.	Dodge	to	provide	ongoing	services	as	a	part-time	employee	of	the	Company	under	the	supervision	of	the	Company's	current	Chief	Executive	Officer. In	February	2004,	Mr.	Dodge	retired	from	the	Company's	Board	of	Directors	and	as	Chairman	of	the	Company.	Under	the	employment	agreement,	Mr.	Dodge	received an	annual	salary	of	$12,000,	reimbursement	of	out	of	pocket	business	expenses	and	the	continuation	of	vesting	of	outstanding	stock	options	through	the	term	of	the employment	agreement,	which	was	terminated	on	July	17,	2007	prior	to	its	December	2012	expiration	date.	At	the	initiation	of	the	employment	agreement,	Mr.	Dodge held	unexercised	stock	options	to	purchase	4,435,867	shares	of	the	Company's	Class	A	common	stock,	of	which	options	to	purchase	285,000	shares	were	unvested.	As of	December	31,	2006	and	2005,	Mr.	Dodge	held	outstanding	options	to	purchase	1,480,997	shares	and	1,909,997	shares,	respectively,	of	which	options	to	purchase 75,000	shares	were	unvested	at	December	31,	2005.	During	the	year	ended	December	31,	2007	and	2006,	Mr.	Dodge	exercised	1,431,813	shares	and	429,000	shares, respectively.	The	remaining	49,184	shares	were	cancelled	as	part	of	the	remediation	plan	discussed	in	note	13.

In	December	2003,	the	Company	entered	into	an	employment	agreement	with	Joseph	Winn,	the	Company's	former	Chief	Financial	Officer	that	provided	for	Mr.	Winn to	provide	ongoing	services	as	a	part-time	employee	of	the	Company	under	the	supervision	of	the	Company's	current	Chief	Financial	Officer.	Under	the	employment agreement,	Mr.	Winn	received	an	annual	salary	of	$12,000,	reimbursement	of	out	of	pocket	business	expenses	and	the	continuation	of	vesting	of	outstanding	stock options	through	the	term	of	the	employment	agreement,	which	was	terminated	on	August	13,	2007,	prior	to	the	March	2008	expiration	date.	At	the	initiation	of	the employment	agreement,	Mr.	Winn	held	unexercised	stock	options	to	purchase	999,679	shares	of	the	Company's	Class	A	common	stock,	of	which	options	to	purchase 74,500	shares	were	unvested.	In	February	2004,	the	Company	granted	Mr.	Winn	options	to	purchase	363,333	shares	of	the	Company's	Class	A	common	stock,	which

were	granted	prior	to	but	in	connection	with	the	surrender	of	options	to	purchase	495,000	shares	of	the	Company's	Class	A	common	stock	in	December	2004.	The Company	accounted	for	these	transactions	as	an	indirect	repricing,	resulting	in	stock-based	compensation	expense	of	$3.2	million	reflected	in	selling,	general administrative	and	development	expense	for	the	year	ended	December	31,	2005.	As	of	December	31,	2006	and	2005,	Mr.	Winn	held	outstanding	options	to	purchase 363,333	fully	vested	shares,	all	of	which	were	exercised	in	2007.

# 11.				ATC	INTERNATIONAL	TRANSACTIONS

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

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

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

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

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

Impairments	and	Net	Loss	on	Sale	of	Long-Lived	Assets—During	the	years	ended	December	31,	2007,	2006	and	2005,	the	Company	recorded	impairments	and	net	loss on	sale	of	long-lived	assets	(primarily	related	to	its	rental	and	management	segment)	of	$9.2	million,	$3.0	million	and	$19.1	million,	respectively.

•	 Non-Core	Asset	Impairment	Charges—During	the	years	ended	December	31,	2007,	2006	and	2005	respectively,	the	Company	recorded	net	losses associated	with	the	sales	of	certain	non-core	towers	and	other	assets,	as	well	as	impairment	charges	to	write-down	certain	assets	to	net	realizable	value	after an	indicator	of	impairment	had	been	identified.	As	a	result,	the	Company	recorded	net	losses	and	impairments	of	approximately	$7.1	million,	$2.0	million and	$16.8	million	for	the	years	ended	December	31,	2007,	2006	and	2005,	respectively.	The	net	loss	for	the	year	ended	December	31,	2007	is	comprised	of net	losses	from	asset	sales	and	other	impairments	of	$7.8	million,	offset	by	gains	from	asset	sales	of	$0.7	million.	The	net	loss	for	the	year	ended December	31,	2006	is	comprised	of	net	losses	from	asset	sales	and	other	impairments	of	$7.0	million,	offset	by	gains	from	asset	sales	of	$5.1	million.

•	 Construction-In-Progress	Impairment	Charges—During	the	years	ended	December	31,	2007,	2006	and	2005,	the	Company	wrote-off	approximately	$2.1 million,	$1.0	million	and	$2.3	million,	respectively,	of	construction-in-progress	costs,	primarily	associated	with	sites	that	it	no	longer	planned	to	build.

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

|  |  |  |  | Liability |  |  |  | Liability |  |  |  | Liability |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Assumed |  |  | as\tof |  |  |  | as\tof |  |  |  | as\tof |
|  | Merger | 2005 | 2005\tCash | December\t31, | 2006 | 2006\tCash |  | December\t31, | 2007 | 2007\tCash |  | December\t31, |
|  | Liability | Expense | Payments | 2005 | Expense | Payments | Other | 2006 | Expense | Payments | Other | 2007 |
| Employee\tseparations | $22,373 | $5,074 | $(6,484) | $20,963 | $496 | $(12,389) | $(1,743) | $7,327 | $633 | $(6,110) | $ (304) | $1,546 |

As	of	December	31,	2007,	the	total	liability	is	reflected	in	accounts	payable	and	accrued	expenses	in	the	accompanying	consolidated	balance	sheet	as	of	December	31, 2007	as	the	Company	expects	to	pay	these	merger	related	liabilities	through	the	third	quarter	of	2008.	As	of	December	31,	2006,	the	current	portion	of	the	liability	of $5.8	million	is	reflected	in	accounts	payable	and	accrued	expenses	and	the	long-term	portion	of	the	liability	of	$1.5	million	is	reflected	in	other	long-term	liabilities	in the	accompanying	consolidated	balance	sheets	as	of	December	31,	2006.

The	Company	also	modified	certain	option	awards	to	revise	vesting	and	exercise	terms	for	certain	employees	that	were	terminated	in	connection	with	the	SpectraSite, Inc.	merger.	The	Company	recorded	a	charge	of	$1.6	million,	which	is	included	in	merger	related	expense	in	the	accompanying	consolidated	financial	statements	of operations	for	the	year	ended	December	31,	2005.

# 13.				STOCK-BASED	COMPENSATION	AND	STOCKHOLDERS'	EQUITY

The	Company	has	stock–based	compensation	plans	described	below.	Under	these	plans,	the	Company	recognized	stock-based	compensation	of	$54.6	million	and	$39.5 million	for	the	years	ended	December	31,	2007	and	2006,	respectively,	which	included	$7.6	million	and	$1.3	million,	respectively,	related	to	the	modification	of	certain stock	option	awards	to	revise	vesting	and	exercise	terms	for	terminated	employees.	As	described	in	note	1,	the	Company's	stock-based	compensation	expense	for	the years	ended	December	31,	2007	and	2006	was	recorded	under	the	provisions	of	SFAS	No.	123R	which	the	Company	adopted	on	January	1,	2006.	For	the	years	ended December	31,	2007	and	2006	this	stock-based	compensation	expense	caused	net	income	to	decrease	by	$38.9	million	and	$27.8	million,	respectively	(net	of	a	tax	benefit of	$15.7	million	and	$11.7	million,	respectively).	As	a	result	of	the	adoption	of	SFAS	No.	123R,	basic	and	diluted	net	income	per	common	share	decreased	by approximately	$0.09	and	$0.06	for	the	years	ended	December	31,	2007	and	2006,	respectively.	The	Company	did	not	capitalize	any	stock-based	compensation	during the	years	ended	December	31,	2007	and	2006.

During	the	year	ended	December	31,	2005,	the	Company	recognized	stock-based	compensation	expense	of	$15.9	million,	which	included	$10.0	million	related	to	the modification	of	certain	stock	option	awards	to	revised	vesting	and	exercise	terms	for	terminated	employees.	As	described	in	note	1,	prior	to	January	1,	2006,	the Company	measured	compensation	expense	for	stock-based	employee	compensation	plans	using	the	intrinsic	value	method	prescribed	by	APB	No.	25	and	applied	the disclosure	only	provisions	of	SFAS	No.	123.	This	stock-based	compensation	expense	includes	$2.4	million	of	unearned	compensation	amortization	related	to	unvested stock	options	assumed	in	the	merger	with	SpectraSite,	Inc.	The	remaining	$2.5	million	of	unearned	compensation	was	reclassified	to	additional	paid	in	capital	on January	1,	2006	under	the	provisions	of	SFAS	No.	123R.

The	following	pro	forma	table	illustrates	the	effect	on	net	loss	and	net	loss	per	common	share	if	the	Company	had	recorded	stock-based	compensation	expense	during the	year	ended	December	31,	2005	based	on	the	fair	value	recognition	provisions	of	SFAS	No.	123.	(in	thousands,	except	per	share	amounts):

# The	following	summarizes	the	Company's	stock-based	compensation	plans.

Stock	Option	Plans—The	Company	maintains	equity	incentive	plans	that	provide	for	the	grant	of	stock-based	awards	to	its	directors,	officers	and	employees.	During	the year	ended	December	31,2007,	the	Company	granted	approximately	4.6	million	options	to	purchase	shares	of	Class	A	common	stock	under	its	1997	Stock	Option	Plan (1997	Plan)	and	approximately	1.0	million	options	under	its	2007	Equity	Incentive	Plan	(2007	Plan).	The	1997	Plan	provided	for	the	grant	of	non-qualified	and	incentive stock	options,	and	expired	in	November	2007.	The	2007	Plan	was	approved	by	the	Company's	stockholders	in	May	2007	and	provides	for	the	grant	of	non-qualified

and	incentive	stock	options,	as	well	as	restricted	stock	and	other	stock-based	awards.	Under	the	2007	Plan,	exercise	prices	in	the	case	of	non-qualified	and	incentive stock	options	are	not	less	than	the	fair	market	value	of	the	underlying	common	stock	on	the	date	of	grant.	Option	grants	generally	vest	ratably	over	various	periods, generally	four	years,	and	generally	expire	ten	years	from	the	date	of	grant.	As	of	December	31,	2007,	the	Company	had	the	ability	to	grant	stock-based	awards	with respect	to	an	aggregate	of	29.0	million	shares	of	common	stock	under	the	2007	Plan.

In	August	2005,	in	connection	with	the	merger	with	SpectraSite,	Inc.,	the	Company	assumed	stock	options	granted	under	SpectraSite's	2003	Equity	Incentive	Plan. Upon	completion	of	the	merger,	the	options	to	purchase	shares	of	SpectraSite,	Inc.	common	stock	automatically	converted	into	options	to	purchase	shares	of	the Company's	Class	A	common	stock,	such	that	upon	exercise	of	each	option,	the	holder	has	a	right	to	receive	3.575	shares	of	Class	A	common	stock	in	lieu	of	each	share of	SpectraSite,	Inc.	common	stock	that	would	have	been	receivable	under	each	assumed	stock	option	prior	to	the	merger,	at	an	exercise	price	per	share	equal	to	the exercise	price	of	the	SpectraSite,	Inc.	option	prior	to	the	merger	divided	by	3.575.	Upon	completion	of	the	merger,	the	assumed	SpectraSite,	Inc.	stock	options	were exercisable	for	an	aggregate	of	9.9	million	shares	of	the	Company's	Class	A	common	stock.	Of	these	options,	options	to	purchase	approximately	8.3	million	shares	were fully	vested	as	of	the	merger	date	and	the	remaining	unvested	options	to	purchase	1.6	million	shares	vest	monthly	through	the	first	quarter	of	2008.	Options	to	purchase approximately	0.2	million,	0.6	million	and	2.0	million	of	Class	A	common	stock	remained	outstanding	as	of	December	31,	2007,	2006	and	2005,	respectively.	The Company	has	not	and	does	not	plan	to	grant	any	additional	options	under	this	plan.

As	of	December	31,	2007,	options	to	purchase	approximately	16.2	million,	1.0	million	and	0.2	million	shares	of	Class	A	common	stock	remained	outstanding	under	the 1997	Plan,	the	2007	Plan	and	the	SpectraSite	Plan,	respectively.

The	fair	value	of	each	option	grant	is	estimated	on	the	date	of	grant	using	the	Black-Scholes	option	pricing	model	using	the	assumptions	noted	in	the	following	table.	The risk-free	treasury	rate	is	based	on	the	U.S.	Treasury	yield	in	effect	at	the	accounting	measurement	date.	The	expected	life	(estimated	period	of	time	outstanding)	was estimated	using	the	vesting	term	and	historical	exercise	behavior	of	employees.	The	expected	volatility	was	based	on	historical	volatility	for	a	period	equal	to	the expected	life	of	the	stock	options.	During	the	year	ended	December	31,	2005,	the	Company	reevaluated	the	assumptions	used	to	estimate	the	fair	value	of	option	grants to	employees.	As	a	result,	the	Company	lowered	its	expected	volatility	assumption	for	option	grants	to	approximately	30%	and	increased	the	expected	life	of	option grants	to	6.25	years	using	the	simplified	method	permitted	by	SAB	No.	107	"Share-Based	Payment"	(SAB	No.	107).	The	Company	made	this	change	based	on	a	number of	factors,	including	the	Company's	execution	of	its	strategic	plans	to	sell	non-core	businesses,	reduce	leverage	and	its	merger	with	SpectraSite,	Inc.	(See	note	4.) Management	had	previously	based	its	volatility	assumptions	on	historical	volatility	since	inception,	which	included	periods	when	the	Company's	capital	structure	was more	highly	leveraged	than	current	levels	and	expected	levels	for	the	foreseeable	future.	Management's	estimate	of	future	volatility	is	based	on	its	consideration	of	all available	information,	including	historical	volatility,	implied	volatility	of	publicly	traded	options,	the	Company's	current	capital	structure	and	its	publicly	announced future	business	plans.	For	comparative	purposes,	a	10%	change	in	the	volatility	assumption	would	change	pro	forma	stock	compensation	expense	and	pro	forma	net	loss by	approximately	$0.1	million	for	the	year	ended	December	31,	2005.

The	weighted	average	grant	date	fair	values	of	the	Company's	options	granted	during	the	years	ended	December	31,	2007,	2006	and	2005	were	$14.54,	$12.58	and $10.27	per	share,	respectively.	The	total	fair	value

of	the	Company's	options	vested	during	the	years	ended	December	31,	2007,	2006	and	2005	were	$37.1	million,	$30.5	million	and	$25.1	million,	respectively.	Key assumptions	used	to	apply	this	pricing	model	are	as	follows:

As	of	December	31,	2007,	total	unrecognized	compensation	expense	related	to	unvested	share-based	compensation	awards	granted	under	the	option	plans	was approximately	$94.2	million,	and	that	cost	is	expected	to	be	recognized	over	a	weighted	average	period	of	approximately	two	years.	The	total	intrinsic	value	for	stock options	exercised	during	the	years	ended	December	31,	2007,	2006	and	2005	was	$167.5	million,	$84.9	million	and	$198.3	million,	respectively.	The	amount	of	cash received	from	the	exercise	of	stock	options	was	approximately	$122.0	million	during	the	year	ended	December	31,	2007.	During	the	year	ended	December	31,	2007,	the Company	did	not	realize	any	tax	benefits	from	the	exercise	of	stock	options.

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

|  |  | Weighted | Average | Aggregate |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Average | Contractual | Intrinsic\tValue |
|  | Options | Exercise\tPrice | Term\t(Years) | (in\tmillions) |
| Outstanding\tas\tof\tDecember\t31,\t2006 | 20,435,594 | $19.67 |  |  |
| Granted | 5,667,110 | 38.58 |  |  |
| Exercised | (7,400,667) | 17.25 |  |  |
| Cancelled | (1,309,454) | 28.76 |  |  |
| Outstanding\tas\tof\tDecember\t31,\t2007 | 17,392,583 | $26.42 | 7.48 | $283.4 |
| Exercisable\tas\tof\tDecember\t31,\t2007 | 6,041,690 | $17.67 | 5.74 | $151.3 |
| Vested\tor\texpected\tto\tvest\tas\tof\tDecember\t31,\t2007 | 16,654,391 | $26.08 | 7.42 | $277.0 |

The	following	table	sets	forth	information	regarding	options	outstanding	at	December	31,	2007:

| Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Outstanding | Options	Exercisable | Options	Exercisable |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Outstanding |  | Weighted | Weighted\tAverage |  | Weighted |
| Number\tof\nOptions | Range\tof\tExercise\nPrice\tPer\tShare | Average\tExercise\nPrice\tPer\tShare | Remaining\tLife\n(Years) | Options\nExercisable | Average\tExercise\nPrice\tPer\tShare |
| 937,731 | $\t\t1.55\t\t—$\t\t5.98 | $4.74 | 4.00 | 937,731 | $4.74 |
| 1,045,002 | 6.82\t\t—\t\t10.50 | 10.44 | 5.37 | 1,045,002 | 10.44 |
| 2,861,912 | 10.68\t\t—\t\t18.15 | 15.35 | 6.44 | 1,693,577 | 14.93 |
| 2,950,771 | 18.16\t\t—\t\t22.43 | 20.47 | 7.31 | 858,247 | 20.95 |
| 698,575 | 22.55\t\t—\t\t30.69 | 28.05 | 3.32 | 627,300 | 28.58 |
| 3,413,468 | 31.06\t\t—\t\t31.50 | 31.50 | 8.17 | 659,117 | 31.50 |
| 4,310,418 | 35.72\t\t—\t\t37.52 | 37.48 | 9.19 | 99,214 | 36.82 |
| 1,174,706 | 37.63\t\t—\t\t53.62 | 43.46 | 9.24 | 121,502 | 47.37 |
| 17,392,583 | $1.55\t\t—$53.62 | $26.42 | 7.48 | 6,041,690 | $17.67 |

ATC	Mexico	Stock	Option	Plan—As	of	December	31,	2006,	the	Company	maintained	a	stock	option	plan	for	its	ATC	Mexico	subsidiary	(ATC	Mexico	Plan) which	was	terminated	in	February	2007.	The	ATC	Mexico	Plan	provided	for	the	issuance	of	options	to	officers,	employees,	directors	and	consultants	of	ATC	Mexico, however	there	was	no	option	activity	and	no	outstanding	options	as	of	and	for	the	years	ended	December	31,	2006	and	2005.

ATC	South	America	Stock	Option	Plan—As	of	December	31,	2006,	the	Company	maintained	a	stock	option	plan	for	its	ATC	South	America	subsidiary	(ATC South	America	Plan)	which	was	terminated	in	February	2007.	The	ATC	South	America	Plan	provided	for	the	issuance	of	options	to	officers,	employees,	directors	and consultants	of	ATC	South	America.	During	the	year	ended	December	31,	2004,	ATC	South	America	granted	options	to	purchase	6,024	shares	of	ATC	South	America common	stock	to	officers	and	employees,	including	Messrs.	Gearon	and	Hess,	who	received	options	to	purchase	an	approximate	6.7%	and	1.6%	interest,	respectively. Such	options	were	issued	at	one	time	with	an	exercise	price	of	$1,349	per	share.	The	exercise	price	per	share	was	at	fair	market	value	on	the	date	of	issuance	as determined	by	the	Board	of	Directors	with	the	assistance	of	an	independent	financial	advisor	performed	at	the	Company's	request.	The	fair	value	of	ATC	South	America Plan	options	granted	during	2004	were	$79	per	share	as	determined	by	using	the	Black-Scholes	option	pricing	model.	Options	granted	vested	upon	the	earlier	to	occur	of (a)	the	exercise	by	or	on	behalf	of	Mr.	Gearon	of	his	right	to	sell	his	interest	in	ATC	South	America	to	the	Company,	(b)	the	exercise	by	the	Company	of	its	right	to acquire	Mr.	Gearon's	interest	in	ATC	South	America,	or	(c)	July	1,	2006.	These	options	expired	ten	years	from	the	date	of	grant.	In	October	2005,	in	connection	with	the exercise	by	Mr.	Gearon's	of	his	right	to	require	the	Company	to	purchase	his	interest	in	ATC	South	America,	all	options	granted	pursuant	to	the	ATC	South	America Stock	Option	Plan	vested	in	full	and	were	exercised.	Upon	exercise	of	these	options,	the	holders	received	4,428	shares	of	ATC	South	America	(representing	a	7.8% interest),	net	of	1,596	shares	retained	by	the	Company	to	satisfy	employee	tax	withholding	obligations.	(See	note	11.)

Employee	Stock	Purchase	Plan—The	Company	also	maintains	an	employee	stock	purchase	plan	(ESPP)	for	all	eligible	employees.	Under	the	ESPP,	shares	of	the Company's	Class	A	common	stock	may	be	purchased	during	bi-annual	offering	periods	at	85%	of	the	lower	of	the	fair	market	value	on	the	first	or	the	last	day	of	each offering	period.	Employees	may	purchase	shares	having	a	value	not	exceeding	15%	of	their	gross	compensation	during	an	offering	period	and	may	not	purchase	more than	$25,000	worth	of	stock	in	a	calendar	year	(based	on	market	values	at	the	beginning	of	each	offering	period).	The	offering	periods	run	from	June	1	through November	30	and	from	December	1	through	May	31	of	each	year.	During	the	2007,	2006	and	2005,	offering	periods,	employees	purchased	48,886,	53,210	and	50,119 shares,	respectively,	at	weighted	average	prices	per	share	of	$33.93,	$24.98	and	$15.32,	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	Class	A	common	stock.	The	weighted	average	fair	value	for	the	ESPP	shares	purchased	during 2007,	2006	and	2005	were	$9.09,	$6.79	and	$5.15,	respectively.	At	December	31,	2007,	3,895,402	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:

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Range\tof\trisk\tfree\tinterest\trates | 4.98%—5.05% | 5.01%—5.17% | 3.17%—4.30% |
| Weighted\taverage\trisk-free\tinterest\trate | 5.02% | 5.08% | 3.72% |
| Expected\tlife\tof\tthe\tshares | 6\tmonths | 6\tmonths | 6\tmonths |
| Range\tof\texpected\tvolatility\tof\tunderlying\tstock\tprice | 27.5%—28.7% | 29.6% | 29.6%—77.8% |
| Weighted\taverage\texpected\tvolatility\tof\tunderlying\tstock\tprice | 28.2% | 29.6% | 54.30% |
| Expected\tannual\tdividends | N/A | N/A | N/A |

Remediation	Plan	Related	to	Review	of	Stock	Option	Granting	Practices	and	Related	Accounting—During	the	year	ended	December	31,	2006,	the	Company's	Board	of Directors	established	a	special	committee	of	independent	directors	to	conduct	a	review	of	its	historical	stock	option	granting	practices	and	related	accounting,	as described	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2006.	The	special	committee	found,	among	other	things,	that	in	the	past,	the Company	had	granted	options	to	purchase	shares	of	its	Class	A	common	stock	with	exercise	prices	different	from	the	market	price	of	its	stock	on	the	legal	grant	date.	As a	result	of	the	special	committee's	findings,	the	Company	restated	its	historical	financial	statements	to,	among	other	things,	record	charges	for	stock-based	compensation expense	related	to	certain	option	grants	and	to	account	for	the	tax-related	consequences.	In	addition,	the	special	committee	recommended	a	remediation	plan	to	the	Board of	Directors	to	address	the	issues	raised	by	its	findings.	On	December	19,	2006,	the	Company's	Board	of	Directors	approved	the	remediation	plan,	which	included, among	other	things,	the	elimination	of	any	excess	benefit	received	by	the	Company's	current	officers	and	members	of	its	Board	of	Directors	from	options	having	been granted	to	them	with	exercise	prices	below	the	fair	market	value	of	the	Company's	Class	A	common	stock	on	the	legal	grant	date,	as	determined	by	the	special committee.	For	outstanding	options,	this	was	accomplished	by	amending	each	option	to	increase	the	exercise	price	to	the	fair	market	value	on	the	legal	grant	date, without	any	compensation	to	the	optionholder.	In	December	2006,	eight	of	the	Company's	senior	officers	and	Directors	amended	the	exercise	prices	of	options	to purchase	an	aggregate	of	985,511	shares,	thereby	eliminating	an	aggregate	excess	benefit	of	approximately	$6.5	million.	For	options	that	had	been	exercised,	this	was accomplished	by	compensating	the	Company	for	the	amount	of	the	excess	benefit	received	upon	exercise,	after	reduction	for	any	taxes	paid	by	the	individual.	In	January 2007,	five	of	the	Company's	senior	officers	surrendered	vested	in-the-money	options	to	purchase	an	aggregate	of	23,269	shares,	thereby	surrendering	an	aggregate excess	benefit	of	approximately	$0.6	million	(net	of	approximately	$0.4	million	in	taxes	paid	by	such	individuals).	In	addition,	the	Company	took	similar	steps	to eliminate	any	excess	benefit	received	by	certain	former	officers	from	the	grant	to	them	of	options	with	exercise	prices	below	fair	market	value	on	the	legal	grant	date.	In December	2006,	January	2007	and	April	2007,	three	former	officers	amended	the	exercise	prices	of	options	to	purchase	an	aggregate	of	1,423,330	shares,	thereby eliminating	an	aggregate	excess	benefit	of	approximately	$4.3	million,	and	surrendered	vested	in-the-money	options	to	purchase	an	aggregate	of	52,212	shares,	thereby surrendering	an	aggregate	excess	benefit,	net	of	taxes	paid	by	such	individuals,	of	approximately	$3.2	million.

Tax	Consequences	under	Internal	Revenue	Code	Section	409A—As	a	result	of	the	review	of	the	Company's	historical	stock	option	granting	practices,	the	Company determined	that	a	number	of	stock	options	were	granted	with	exercise	prices	below	the	market	price	of	the	Company's	Class	A	common	stock	on	the	date	of	grant. Under	Section	409A	of	the	Internal	Revenue	Code	(Section	409A),	part	of	recently	enacted	tax	legislation,	options	that	were	granted	with	exercise	prices	below	the market	price	of	the	underlying	stock	on	the	date	of	grant	and	that	vest	after	December	31,	2004	would	likely	be	subject	to	unfavorable	tax	consequences	that	did	not apply	at	the	time	of	grant.	In	order	to	compensate	the	Company's	non-executive	employees	who	previously	exercised	affected	options	and	already	incurred	taxes	and penalties	under	Section	409A,	the	Company	paid	approximately	$1.1	million	on	behalf	of	such	individuals	for	these	taxes	during	the	year	ended	December	31,	2007, which	was	recorded	as	a	reduction	to	additional	paid-in	capital	in	the	Company's	consolidated	financial	statements	for	the	year	ended	December	31,	2006.	In	order	to remedy	the	unfavorable	personal	tax	consequences	of	Section	409A	on	holders	of	outstanding	options,	the	Company	conducted	a	tender	offer	in	December	2006	for	the affected	options,	pursuant	to	which	the	Company	offered	to	amend	the	affected	options	to	increase	the	option	exercise	price	to	the	market	price	on	the	revised	grant	date, and	to	give	the	option	holders	(excluding	officers	and	Directors)	a	cash	payment	for	the	difference	in	option	exercise	price	between	the	amended	option	and	the	original price.	The	Company	accounted	for	the	financial	impact	of	the	tender	offer	as	a	stock	option	modification	under	SFAS	No.	123R	resulting	in	an	increase	to	stock-based compensation	expense	and	additional	paid-in	capital	of	$0.3	million	in	the	Company's	consolidated	financial	statements	for	the	year	ended	December	31,	2006

and	an	additional	$1.2	million	recognized	for	the	year	ended	December	31,	2007.	In	January	2007,	the	Company	paid	holders	of	options	that	were	amended	in	the	tender offer	an	aggregate	of	approximately	$3.9	million	in	cash,	which	was	recorded	as	a	reduction	to	additional	paid-in	capital	in	the	Company's	consolidated	financial statements	as	of	December	31,	2006.

# The	following	summarizes	other	stockholders'	equity	activity.

Warrants—In	January	2003,	the	Company	issued	warrants	to	purchase	approximately	11.4	million	shares	of	its	Class	A	common	stock	in	connection	with	the	ATI 12.25%	Notes	offering.	These	warrants	became	exercisable	on	January	29,	2006	at	an	exercise	price	of	$0.01	per	share	and	will	expire	on	August	1,	2008.	Of	these warrants,	warrants	to	purchase	approximately	0.5	million	shares	and	0.6	million	shares	of	Class	A	common	stock	remained	outstanding	as	of	December	31,	2007	and 2006,	respectively.	(See	note	3.)

In	August	2005,	the	Company	completed	its	merger	with	SpectraSite,	Inc.	and	assumed	outstanding	warrants	to	purchase	shares	of	SpectraSite,	Inc.	common	stock.	(See note	4.)	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	Class	A	common	stock,	such	that	upon	exercise	of	each	warrant,	the	holder	has	a	right	to	receive	3.575	shares	of	American	Tower	Class	A	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	Class	A	common	stock.	Of	these	warrants,	warrants	to purchase	approximately	2.0	million	shares	and	6.4	million	shares	of	Class	A	common	stock	remained	outstanding	as	of	December	31,	2007	and	2006,	respectively. These	warrants	will	expire	on	February	10,	2010.

Stock	Repurchase	Programs—During	the	year	ended	December	31,	2007,	the	Company	repurchased	an	aggregate	of	approximately	39.9	million	shares	of	its	Class	A common	stock	for	an	aggregate	of	$1.6	billion	pursuant	to	its	publicly	announced	stock	repurchase	programs,	as	described	below.

In	February	2007,	the	Company	completed	its	$750.0	million	stock	repurchase	program,	originally	announced	in	November	2005.	During	the	year	ended	December	31, 2007,	the	Company	repurchased	8.8	million	shares	of	its	Class	A	common	stock	for	an	aggregate	of	$351.0	million	pursuant	to	this	repurchase	program.	During	the	year ended	December	31,	2006,	the	Company	repurchased	10.1	million	shares	of	its	Class	A	common	stock	for	an	aggregate	of	$321.8	million,	of	which	$22.6	million	was included	in	accounts	payable	and	accrued	expenses	in	the	accompanying	consolidated	balance	sheet	as	of	December	31,	2006.	As	of	December	31,	2005,	the	Company had	repurchased	2.8	million	shares	of	its	Class	A	common	stock	for	an	aggregate	of	$76.6	million,	of	which	$7.7	million	was	included	in	accounts	payable	and	accrued expenses	in	the	consolidated	balance	sheet	as	of	December	31,	2005.

In	February	2007,	the	Company's	Board	of	Directors	approved	a	new	stock	repurchase	program	pursuant	to	which	the	Company	for	the	repurchase	of	up	to	$1.5	billion of	its	Class	A	common	stock	through	February	2008.	During	the	year	ended	December	31,	2007,	the	Company	repurchased	31.1	million	shares	of	its	Class	A	common stock	for	an	aggregate	of	$1.3	billion	pursuant	to	this	repurchase	program,	of	which	$17.0	million	was	included	in	accounts	payable	and	accrued	expenses	in	the accompanying	consolidated	balance	sheet	as	of	December	31,	2007.	Subsequent	to	December	31,	2007,	the	Company	repurchased	an	additional	4.3	million	shares	of	its Class	A	common	stock	for	an	aggregate	of	$163.7	million.	As	of	February	29,	2008,	the	Company	had	repurchased	a	total	of	35.3	million	shares	of	its	Class	A	common stock	for	an	aggregate	of	$1.45	billion	pursuant	to	this	repurchase	program.

In	February	2008,	the	Company's	Board	of	Directors	approved	a	new	stock	repurchase	program,	pursuant	to	which	the	Company	is	authorized	to	purchase	up	to	an additional	$1.5	billion	of	its	Class	A	common	stock.	The	Company	expects	to	fund	repurchases	through	a	combination	of	cash	on	hand,	cash	generated	by	operations, borrowings	under	its	Revolving	Credit	Facility	and	future	financing	transactions,	and	purchases	under	this	stock	repurchase	program	are	subject	to	the	Company	having available	cash	to	fund	repurchases.	Under	the	program,	the	Company	is	authorized	to	purchase	shares	from	time	to	time	through	open	market	purchases	or	privately negotiated	transactions	at	prevailing	prices	as	permitted	by	securities	laws	and	other	legal	requirements,	and	subject	to	market	conditions	and	other	factors.	To	facilitate repurchases,	the	Company	plans	to	make	purchases	pursuant	to	trading	plans	under	Rule	10b5-1	of	the	Exchange	Act,	which	allows	the	Company	to	repurchase	shares during	periods	when	it	otherwise	might	be	prevented	from	doing	so	under	insider	trading	laws	or	because	of	self-imposed	trading	blackout	periods.

# 14.				BUSINESS	SEGMENTS

As	of	December	31,	2007,	the	Company	operates	in	two	business	segments:	rental	and	management	and	network	development	services.	The	rental	and	management segment	provides	for	the	leasing	and	subleasing	of	antenna	sites	on	multi-tenant	towers	and	other	properties	for	a	diverse	range	of	customers	primarily	in	the	wireless communications	and	broadcast	industries.	The	network	development	services	segment	offers	services	activities	that	support	the	Company's	rental	and	management operations	and	the	addition	of	new	tenants	and	equipment	on	the	Company's	towers,	including	site	acquisition,	zoning,	permitting,	construction	management	and structural	analysis.

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

The	Company's	reportable	segments	are	strategic	business	units	that	offer	different	services.	They	are	managed	separately	because	each	segment	requires	different resources,	skill	sets	and	marketing	strategies.	Summarized	financial	information	concerning	the	Company's	reportable	segments	as	of	and	for	the	years	ended December	31,	2007,	2006	and	2005	is	shown	in	the	tables	below.	The	Other	column	below	represents	amounts	excluded	from	specific	segments,	such	as	stock-based compensation	expense	and	corporate	expenses	included	in	selling,	general,	administrative	and	development	expense;	impairments,	net	loss	on	sale	of	long-lived	assets, restructuring	and	merger	related	expense;	interest	income;	interest	expense;	loss	on	retirement	of	long-term	obligations;	and	other	income	(expense),	as	well	as reconciles	segment	operating	profit	to	income	(loss)	before	income	taxes,	minority	interest	and	income	(loss)	on	equity	method	investments.	Rental	and	management segment	gross	margin	for	the	years	ended	December	31,	2007,	2006	and	2005	includes	non-cash	straight-line	revenue	of	$69.7	million,	$58.3	million	and	$30.3	million, respectively	and	non-cash	straight-line	expense	of	$26.7	million,	$26.8	million	and	$15.9	million,	respectively.	(See	note	1.)

|  | Rental	and | Network |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Management | Development\tServices | Other | Total |
|  |  | (in\tthousands) |  |  |
| Year\tEnded\tDecember\t31,\t2005 |  |  |  |  |
| Segment\trevenues | $929,762 | $15,024 |  | $944,786 |
| Segment\toperating\texpenses | 247,781 | 8,346 |  | 256,127 |
| Interest\tincome,\tTV\tAzteca,\tnet | 14,232 |  |  | 14,232 |
| Segment\tgross\tmargin | 696,213 | 6,678 |  | 702,891 |
| Segment\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses | 58,367 | 3,635 |  | 62,002 |
| Segment\toperating\tprofit | 637,846 | 3,043 |  | 640,889 |
| Other\tselling,\tgeneral,\tadministrative\tand\tdevelopment\texpenses |  |  | $46,057 | 46,057 |
| Depreciation,\tamortization\tand\taccretion | 398,715 | 2,028 | 10,511 | 411,254 |
| Other\texpenses |  |  | 319,132 | 319,132 |
| Income\t(loss)\tbefore\tincome\ttaxes,\tminority\tinterest\tand\tincome\ton\tequity\nmethod\tinvestments | $239,131 | $1,015 | $(375,700) | $(135,554) |
| Capital\texpenditures\t–\tcontinuing\toperations | $82,155 | $2,308 | $4,174 | $88,637 |

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Rental\tand\tManagement | $7,398,581 | $7,655,701 |
| Network\tDevelopment\tServices | 30,263 | 20,670 |
| Other | 701,613 | 936,848 |
|  | $8,130,457 | $8,613,219 |

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

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

|  | 2007 | December	31,<br>2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Operating\tRevenues: |  |  |  |
| United\tStates | $1,268,316 | $1,147,787 | $798,010 |
| International: |  |  |  |
| Mexico | 134,800 | 125,694 | 111,421 |
| Brazil | 53,478 | 43,904 | 35,355 |
| Total\tInternational | 188,278 | 169,598 | 146,776 |
| Total\toperating\trevenues | $1,456,594 | $1,317,385 | $944,786 |

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Long-Lived\tAssets: |  |  |
| United\tStates | $6,551,024 | $6,866,782 |
| International: |  |  |
| Mexico | 319,769 | 317,789 |
| Brazil | 49,139 | 44,196 |
| Total\tInternational | 368,908 | 361,985 |
| Total\tlong-lived\tassets | $6,919,932 | $7,228,767 |

For	the	year	ended	December	31,	2007,	three	customers	within	the	rental	and	management	and	network	development	services	segments	accounted	for	10%	or	more	of the	Company's	consolidated	operating	revenues:	AT&T	Mobility	(formerly	Cingular	Wireless),	which	accounted	for	approximately	21%	of	revenues,	Sprint	Nextel, which	accounted	for	approximately	20%	of	revenues	(including	Sprint	Nextel	affiliates)	and	Verizon	Wireless,	which	accounted	for	approximately	11%	of	revenues.

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

For	the	year	ended	December	31,	2005,	two	customers	within	the	rental	and	management	and	network	development	services	segments	accounted	for	10%	or	more	of	the Company's	consolidated	operating	revenues:	AT&T	Mobility,	which	accounted	for	approximately	17%	of	revenues,	and	Verizon	Wireless,	which	accounted	for approximately	11%	of	revenues.	In	the	third	quarter	of	2005,	a	merger	transaction	was	completed	between	two	customers	within	the	rental	and	management	segment, Sprint	PCS	and	Nextel.	If	the	transaction	had	occurred	as	of	January	1,	2005,	the	combined	revenues	of	the	customer	would	have	accounted	for	approximately	14%	of the	Company's	consolidated	operating	revenues	for	the	year	ended	December	31,	2005.

For	the	year	ended	December	31,	2005,	assuming	the	Company's	merger	with	SpectraSite,	Inc.	occurred	on	January	1,	2005,	three	customers	within	the	rental	and management	and	network	development	services	segments	would	have	accounted	for	10%	or	more	of	the	Company's	consolidated	operating	revenues:	AT&T	Mobility would	have	accounted	for	approximately	19%	of	revenues,	Sprint	Nextel	(assuming	the	merger	of	Sprint	PCS	and	Nextel	occurred	on	January	1,	2005)	would	have accounted	for	approximately	17%	of	revenues	(approximately	22%	including	Sprint	Nextel	partners	and	affiliates)	and	Verizon	Wireless	would	have	accounted	for approximately	10%	of	revenues.

# 15.				SUPPLEMENTAL	CASH	FLOW	INFORMATION

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

|  | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tduring\tthe\tperiod\tfor\tinterest\t(including\tamounts\tcapitalized) | $236,389 | $202,730 | $183,307 |
| Cash\t(received)\tpaid\tduring\tthe\tperiod\tfor\tincome\ttaxes\t(net\tof\trefunds) | (29,034) | 26,474 | 18,519 |
| Non-cash\tinvesting\tand\tfinancing\tactivities: |  |  |  |
| Conversion\tof\tconvertible\tnotes\t(excluding\tloss\ton\tretirement) | 88,085 | 44,076 | 55,705 |
| (Decrease)\tincrease\tin\taccounts\tpayable\tand\taccrued\texpenses\tfor\tpurchases\tof\tproperty\tand\tequipment\tand |  |  |  |
| construction\tactivities | (1,474) | (4,532) | 3,799 |
| Capital\tleases | 1,639 | 1,127 | 789 |
| Surrender\tof\toptions\tas\tpayment\tfor\tliability |  | 1,305 |  |
| Issuance\tof\tcommon\tstock\tand\tassumption\tof\toptions\tand\twarrants\tin\tconnection\twith\tthe\tacquisition\tof |  |  |  |
| SpectraSite\tnet\tassets |  |  | 3,106,072 |
| ATC\tSouth\tAmerica\ttransaction |  |  | 2,026 |

# 16.				SELECTED	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)

Selected	quarterly	financial	data	for	the	years	ended	December	31,	2007	and	2006	is	as	follows	(in	thousands,	except	per	share	data):

| Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Three	Months	Ended | Year	Ended |
| :--- | :--- | :--- | :--- | :--- |
| March\t31, | June\t30, | September\t30, | December\t31, | December\t31, |
| $320,409 | $325,863 | $333,467 | $337,646 | $1,317,385 |
| 81,612 | 85,737 | 87,562 | 88,626 | 343,537 |
| 67,709 | 70,772 | 72,007 | 73,413 | 283,901 |
| (1,937) | 7,664 | 3,472 | 18,285 | 27,484 |
| $(0.01) | $0.02 | $0.01 | $0.04 | $0.06 |

(1) During	the	three	months	ended	December	31,	2007,	the	Company	recorded	adjustments	to	the	income	tax	provision	for	amounts	that	should	have	been	recorded in	prior	reporting	periods.	The	adjustments	were

identified	in	connection	with	the	Company's	year-end	tax	analyses	and	relate	primarily	to	its	cumulative	deferred	tax	assets	and	liabilities.	The	principal components	of	the	adjustments	resulted	from	(i)	a	deferred	foreign	tax	liability	from	foreign	currency	fluctuations	arising	out	of	certain	long-term	intercompany loan	transactions	involving	the	Company's	Brazilian	subsidiary	and	(ii)	changes	to	certain	deferred	tax	assets	and	liabilities,	including	those	arising	out	of	the discontinued	operations	of	the	Company's	Verestar	subsidiary,	which	was	discontinued	in	2002,	and	deconsolidated	upon	filing	for	bankruptcy	protection	in	2003. Recording	these	out-of-period	adjustments	for	the	three	months	ended	December	31,	2007	had	the	effect	of	increasing	the	income	tax	provision	by	$7.9	million, decreasing	income	from	continuing	operations	by	approximately	$4.8	million	(inclusive	of	certain	non-tax	related	adjustments),	and	increasing	the	loss	from discontinued	operations	by	$10.7	million.	As	a	result	of	the	control	deficiency	relating	to	the	Company's	accounting	for	income	taxes,	the	Company's management	concluded	that,	as	of	December	31,	2007,	a	material	weakness	existed	in	the	Company's	internal	control	over	financial	reporting	related	to accounting	for	income	taxes.	(See	notes	2	and	9.)

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

# 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 | Agreement\tand\tPlan\tof\tMerger\tby\tand\tamong\tAmerican\tTower\tCorporation,\tAsteroid\tMerger\tSub,\tLLC\tand\tSpectraSite,\nInc.,\tdated\tas\tof\tMay\t3,\t2005 | 2(14) |
| 3.1 | Amended\tand\tRestated\tCertificate\tof\tIncorporation\tof\tthe\tCompany\tas\tfiled\twith\tthe\tSecretary\tof\tState\tof\tthe\tState\tof\nDelaware\ton\tAugust\t8,\t2005 | Annex\tE\t(15) |
| 3.2 | By-Laws,\tas\tamended\tNovember\t13,\t2003,\tof\tthe\tCompany | 3.2(9) |
| 4.1 |  |  |
|  | Convertible\tNotes\tdue\t2009,\tincluding\tthe\tform\tof\t2.25%\tConvertible\tNote | 4.2(1) |
| 4.2 |  |  |
|  | Convertible\tNotes\tdue\t2010,\tincluding\tthe\tform\tof\t5.0%\tConvertible\tNote | 4.1(2) |
| 4.3 |  |  |
|  | Convertible\tNotes\tdue\t2010,\tincluding\tthe\tform\tof\t3.25%\tConvertible\tNote | 4.3(7) |
| 4.4 | Indenture,\tdated\tas\tof\tNovember\t18,\t2003,\tby\tand\tamong\tATI,\tthe\tGuarantors\tnamed\ttherein\tand\tThe\tBank\tof\tNew\tYork,\tas |  |
|  | Trustee,\tfor\tthe\t7.25%\tSenior\tSubordinated\tNotes\tdue\t2011,\tincluding\tthe\tform\tof\t7.25%\tSenior\tSubordinated\tNote | 4.6(8) |
| 4.5 | Supplemental\tIndenture,\tdated\tas\tof\tMay\t7,\t2007,\tamong\tATI,\tthe\tGuarantors\tnamed\ttherein\tand\tThe\tBank\tof\tNew\tYork,\tas |  |
|  | Trustee,\tsupplementing\tthe\tindenture\tfor\tthe\t7.25%\tSenior\tSubordinated\tNotes\tDue\t2011,\tdated\tas\tof\tNovember\t18,\t2003 | 10.5(23) |
| 4.6 |  |  |
|  | Senior\tNotes\tdue\t2012,\tincluding\tthe\tform\tof\t7.50%\tSenior\tNote | 4.8(9) |
| 4.7 |  |  |
|  | Convertible\tNotes\tDue\tAugust\t15,\t2012,\tincluding\tthe\tform\tof\t3.00%\tConvertible\tNote | 4.3(11) |
| 4.8 |  |  |
|  | Senior\tNotes\tDue\t2012,\tincluding\tthe\tform\tof\t7.125%\tSenior\tNote | 4.1(12) |
| 4.9 |  |  |
|  | Trustee,\tsupplementing\tthe\tindenture\tfor\tthe\t7.125%\tSenior\tNotes\tDue\t2012,\tdated\tas\tof\tOctober\t5,\t2004 | 4.1(13) |
| 4.10 | Warrant\tAgreement,\tdated\tas\tof\tJanuary\t29,\t2003,\tby\tand\tamong\tthe\tCompany\tand\tthe\tBank\tof\tNew\tYork,\tas\twarrant\tagent | 4.6(6) |
| 4.11 | Form\tof\tWarrant\tto\tpurchase\tan\taggregate\tof\t11,389,012\tshares\tof\tClass\tA\tCommon\tStock | 4.7(6) |
| 4.12 |  |  |
|  | (File\tNo.\t000-27217)\tfiled\ton\tFebruary\t11,\t2003) | 10.4 |

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



Question: what is the square footage of properties in massachusetts?\\n\\n
Calculation:   properties_size = 19600 + 13900 + 57800
 answer = properties_size
Answer: 91300