Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2010	Oct. 22, 2010
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2010
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q3
Entity Registrant Name	AMERICAN TOWER CORP /MA/
Entity Central Index Key	0001053507
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		399,079,954

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified

9 Months Ended

12 Months Ended

Sep. 30, 2010

Dec. 31, 2009

CURRENT ASSETS:

Cash and cash equivalents

$ 371,878

$ 247,293

Restricted cash

69,159

47,836

Short-term investments and available-for-sale securities

42,720

^[1]

9,776

^[1]

Accounts receivable, net

92,869

67,949

Prepaid and other current assets

157,438

92,791

Deferred income taxes

210,244

189,451

Total current assets

944,308

655,096

PROPERTY AND EQUIPMENT, net

3,494,402

3,168,256

GOODWILL

2,458,989

2,251,905

OTHER INTANGIBLE ASSETS, net

1,777,828

1,594,625

DEFERRED INCOME TAXES

52,546

198,185

NOTES RECEIVABLE AND OTHER LONG-TERM ASSETS

720,905

651,864

TOTAL

9,448,978

8,519,931

CURRENT LIABILITIES:

Accounts payable and accrued expenses

245,952

185,138

Accrued interest

49,779

23,538

Current portion of long-term obligations

178,655

70,521

Unearned revenue

140,481

112,047

Total current liabilities

614,867

391,244

LONG-TERM OBLIGATIONS

4,626,305

4,141,060

OTHER LONG-TERM LIABILITIES

754,156

669,502

Total liabilities

5,995,328

5,201,806

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Preferred stock: $.01 par value; 20,000,000 shares authorized; no shares issued or outstanding

Class A common stock: $.01 par value, 1,000,000,000 shares authorized, 485,530,031 and 479,703,633 shares issued, and 399,610,995 and 401,596,984 shares outstanding, respectively

4,855

4,797

Additional paid-in capital

8,548,780

8,393,643

Accumulated deficit

(1,820,110)

(2,109,532)

Accumulated other comprehensive income (loss)

24,405

(12,649)

Treasury stock (85,919,036 and 78,106,649 shares at cost, respectively)

(3,307,330)

(2,961,177)

Total American Tower Corporation stockholders' equity

3,450,600

3,315,082

Noncontrolling interest

3,050

3,043

Total stockholders' equity

3,453,650

3,318,125

TOTAL

$ 9,448,978

$ 8,519,931

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2010	Dec. 31, 2009
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock, par value	$ 0.01	$ 0.01
Class A common stock, shares authorized	1,000,000,000	1,000,000,000
Class A common stock, shares issued	485,530,031	479,703,633
Class A common stock, shares outstanding	399,610,995	401,596,984
Treasury stock, shares	85,919,036	78,106,649

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
REVENUES:
Rental and management	$ 499,821	$ 430,525	$ 1,400,120	$ 1,233,222
Network development services	13,501	13,580	37,573	42,919
Total operating revenues	513,322	444,105	1,437,693	1,276,141
OPERATING EXPENSES:
Rental and management	115,390	101,128	321,587	283,549
Network development services	7,583	7,466	20,054	25,324
Depreciation, amortization and accretion	115,383	105,543	336,621	307,874
Selling, general, administrative and development expense (including stock-based compensation expense of $13,353, $12,950, $40,146, and $50,124, respectively)	57,295	47,865	164,404	155,357
Other operating expenses	4,299	3,026	14,090	8,228
Total operating expenses	299,950	265,028	856,756	780,332
OPERATING INCOME	213,372	179,077	580,937	495,809
OTHER INCOME (EXPENSE):
Interest income, TV Azteca, net of interest expense of $371, $372, $1,115 and $1,116, respectively	3,585	3,585	10,669	10,669
Interest income	1,954	736	3,150	1,717
Interest expense	(62,904)	(64,122)	(177,395)	(188,345)
Loss on retirement of long-term obligations		(391)	(35)	(6,385)
Other income	8,236	42	1,913	1,096
Total other expense	(49,129)	(60,150)	(161,698)	(181,248)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INCOME ON EQUITY METHOD INVESTMENTS	164,243	118,927	419,239	314,561
Income tax provision	(70,649)	(51,348)	(129,390)	(139,883)
Income on equity method investments	6	3	24	20
INCOME FROM CONTINUING OPERATIONS	93,600	67,582	289,873	174,698
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX PROVISION (BENEFIT) OF $0, $2, $(19) AND $3,174, RESPECTIVELY	1	(4)	30	8,127
NET INCOME	93,601	67,578	289,903	182,825
Net income attributable to noncontrolling interest	(162)	(223)	(481)	(580)
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION	$ 93,439	$ 67,355	$ 289,422	$ 182,245
BASIC:
Income from continuing operations attributable to American Tower Corporation	$ 0.23	$ 0.17	$ 0.72	$ 0.44
Income from discontinued operations attributable to American Tower Corporation				$ 0.02
Net income attributable to American Tower Corporation	$ 0.23	$ 0.17	$ 0.72	$ 0.46
DILUTED:
Income from continuing operations attributable to American Tower Corporation	$ 0.23	$ 0.17	$ 0.71	$ 0.43
Income from discontinued operations attributable to American Tower Corporation				$ 0.02
Net income attributable to American Tower Corporation	$ 0.23	$ 0.17	$ 0.71	$ 0.45
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC	400,602	397,315	401,887	397,305
DILUTED	403,455	405,728	405,053	408,303

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Stock-based compensation expense	$ 13,353	$ 12,950	$ 40,146	$ 50,124
Interest income, TV Azteca, interest expense	371	372	1,115	1,116
Income (Loss) From Discontinued Operations, Income Tax Provision (Benefit)	$ 0	$ 2	$ (19)	$ 3,174

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 289,903	$ 182,825
Adjustments to reconcile net income to cash provided by operating activities:
Stock-based compensation expense	40,146	50,124
Depreciation, amortization and accretion	336,621	307,874
Deferred income taxes related to discontinued operations		(3,174)
Other non-cash items reflected in statements of operations	144,674	147,146
Increase in net deferred rent asset	(49,404)	(8,329)
(Increase) decrease in restricted cash	(2,994)	4,236
Increase in assets	(56,555)	(49,297)
Increase in liabilities	72,228	17,994
Cash provided by operating activities	774,619	649,399
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property and equipment and construction activities	(228,480)	(182,427)
Payments for acquisitions	(584,270)	(161,175)
Proceeds from sale of available-for-sale securities and other long-term assets	3,305	3,550
Deposits, restricted cash, investments and other	(49,715)	(4,329)
Cash used for investing activities	(859,160)	(344,381)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior debt	699,160	300,000
Borrowings under credit facilities	457,153
Repayments of notes payable, credit facilities and capital leases	(722,031)	(354,644)
Purchases of Class A common stock	(350,452)	(189,670)
Proceeds from stock options, warrants and stock purchase plan	122,342	35,987
Deferred financing costs and other financing activities	(6,214)	(10,128)
Cash provided by (used for) financing activities	199,958	(218,455)
Net effect of changes in foreign currency exchange rates on cash and cash equivalents	9,168	34
NET INCREASE IN CASH AND CASH EQUIVALENTS	124,585	86,597
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	247,293	143,077
CASH AND CASH EQUIVALENTS, END OF PERIOD	371,878	229,674
CASH PAID FOR INCOME TAXES	22,921	32,760
CASH PAID FOR INTEREST	$ 144,239	$ 160,567

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data	Total	Class A Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Noncontrolling Interest	Total Comprehensive Income (Loss)
BALANCE at Dec. 31, 2008	$ 2,994,479	$ 4,685	$ (2,746,429)	$ 8,109,224	$ (20,031)	$ (2,356,127)	$ 3,157
BALANCE (shares) at Dec. 31, 2008		468,513,843	(71,536,947)
Share based compensation related activity (shares)		2,004,347
Share based compensation related activity	82,369	20		82,349
Issuance of common stock upon exercise of warrants (shares)		32,013
Issuance of common stock upon exercise of warrants	138			138
Issuance of common stock-stock purchase plan (shares)		46,639
Issuance of common stock-stock purchase plan	1,007	1		1,006
Treasury stock activity (shares)			(5,909,101)
Treasury stock activity	(187,183)		(187,183)
Net change in fair value of cash flow hedges, net of tax	2,348				2,348			2,348
Net realized gain on cash flow hedges, net of tax	89				89			89
Net unrealized gain on available-for-sale securities, net of tax	225				225			225
Convertible notes exchanged for common stock (in Shares)		7,908,999
Convertible notes exchanged for common stock	160,306	79		160,227
Foreign currency translation adjustment	(1,051)				(1,051)			(1,051)
Distributions to noncontrolling interest	(401)						(401)
Net income	182,825					182,245	580	182,825
Total comprehensive income								184,436
BALANCE at Sep. 30, 2009	3,235,151	4,785	(2,933,612)	8,352,944	(18,420)	(2,173,882)	3,336
BALANCE (shares) at Sep. 30, 2009		478,505,841	(77,446,048)
BALANCE at Dec. 31, 2009	3,318,125	4,797	(2,961,177)	8,393,643	(12,649)	(2,109,532)	3,043
BALANCE (shares) at Dec. 31, 2009		479,703,633	(78,106,649)
Share based compensation related activity (shares)		4,156,795
Share based compensation related activity	147,009	42		146,967
Issuance of common stock upon exercise of warrants (shares)		1,631,061
Issuance of common stock upon exercise of warrants	6,859	16		6,843
Issuance of common stock-stock purchase plan (shares)		38,542
Issuance of common stock-stock purchase plan	1,327			1,327
Treasury stock activity (shares)	(7,800,000)		(7,812,387)
Treasury stock activity	(346,153)		(346,153)
Net change in fair value of cash flow hedges, net of tax	6,686				6,686			6,686
Net realized gain on cash flow hedges, net of tax	89				89			89
Net unrealized gain on available-for-sale securities, net of tax	1				1			1
Foreign currency translation adjustment	30,278				30,278			30,278
Distributions to noncontrolling interest	(474)						(474)
Net income	289,903					289,422	481	289,903
Total comprehensive income								326,957
BALANCE at Sep. 30, 2010	$ 3,453,650	$ 4,855	$ (3,307,330)	$ 8,548,780	$ 24,405	$ (1,820,110)	$ 3,050
BALANCE (shares) at Sep. 30, 2010		485,530,031	(85,919,036)

Description of Business, Basis of Presentation and Accounting Policies

9 Months Ended

Sep. 30, 2010

Description of Business, Basis of Presentation and Accounting Policies

Description of Business, Basis of Presentation and Accounting Policies

1.	Description of Business, Basis of Presentation and Accounting Policies

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

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

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information included herein is unaudited; however, the Company believes that all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position and results of operations for such periods have been included. Results of interim periods may not be indicative of results for the full year. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated up to the date of issuance of these financial statements. These condensed consolidated financial statements and related notes should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2009.

Significant Accounting Policies and Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the accompanying condensed consolidated financial statements.

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

The Company mitigates its concentrations of credit risk with respect to notes and trade receivables by actively monitoring the creditworthiness of its borrowers and customers. 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 as of September 30, 2010, approximately 60% of its revenues were derived from four customers in the United States, whose combined accounts receivable, net and deferred rent asset were $43.2 million and $313.9 million, respectively.

Grupo Iusacell, the Company's largest international customer, which represented approximately 4% of the Company's total revenues for the nine months ended September 30, 2010, has been engaged in a restructuring of its U.S. Dollar denominated debt since the first quarter of 2009. Effective April 1, 2010, the Company renegotiated its agreements with Grupo Iusacell to include, among other changes, the conversion of its accounts receivable, net, and associated value added tax, to a long-term interest bearing receivable to be repaid over five years. As of September 30, 2010, the long-term interest bearing receivable was $19.8 million and the related assets (which include financing lease commitments and a deferred rent asset that are primarily long-term in nature) were $47.6 million.

Foreign Currency —As a result of changes to the organizational structure of the Company's subsidiaries in Latin America in 2010, the Company has determined that effective January 1, 2010, the functional currency of its foreign subsidiary in Brazil is the Brazilian Real. From that point forward, all assets and liabilities held by the subsidiary in Brazil are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable reporting period. Revenues and expenses are translated at the average monthly exchange rates and the cumulative translation effect is included in stockholders' equity. The change in functional currency from U.S. Dollars to Brazilian Real gave rise to an increase in the net value of certain non-monetary assets and liabilities. The aggregate impact on such assets and liabilities was $38.1 million with an offsetting increase in accumulated other comprehensive income (loss).

As a result of the renegotiation of the Company's agreements with Grupo Iusacell, which included, among other changes, converting all of Grupo Iusacell's contractual obligations to the Company from U.S. Dollars to Mexican Pesos, the Company has determined that effective April 1, 2010, the functional currency of certain of its foreign subsidiaries in Mexico is the Mexican Peso. From that point forward, all assets and liabilities held by those subsidiaries in Mexico are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable reporting period. Revenues and expenses are translated at the average monthly exchange rates and the cumulative translation effect is included in stockholders' equity. The change in functional currency from U.S. Dollars to Mexican Pesos gave rise to a decrease in the net value of certain non-monetary assets and liabilities. The aggregate impact on such assets and liabilities was $37.6 million with an offsetting decrease in accumulated other comprehensive income (loss).

Recently Adopted Accounting Standards—In January 2010, the Financial Accounting Standards Board ("FASB") issued guidance clarifying existing disclosure requirements and adding disclosure requirements with respect to fair value measurements. This guidance was effective for the Company as of January 1, 2010 and had no impact on its condensed consolidated results of operations or financial position.

Accounting Standards Updates—In October 2009, the FASB issued new guidance which establishes accounting and reporting guidance for arrangements including multiple revenue-generating activities. This guidance requires companies to allocate the overall consideration to each deliverable under the arrangement using the estimated selling prices in the absence of vendor specific objective evidence or third-party evidence of selling price for deliverables. This guidance is effective for any contracts entered into, or materially modified by the Company after January 1, 2011, with early adoption available. The Company is evaluating the impact, if any, that this update will have on its condensed consolidated results of operations and financial position.

Short-Term Investments and Available-For-Sale Securities

9 Months Ended

Sep. 30, 2010

Short-Term Investments and Available-For-Sale Securities

Short-Term Investments and Available-For-Sale Securities

2.	Short-Term Investments and Available-For-Sale Securities

As of September 30, 2010, short-term investments and available-for-sale securities included Brazilian Treasury securities of $42.5 million, whose original maturities were in excess of three months, and $0.2 million of available-for-sale securities.

- Definition

This item represents the entire disclosure related to Investments in Certain Debt and Equity Securities (and certain other trading assets) which include all debt and equity securities (other than those equity securities accounted for under the equity or cost methods of accounting) with readily determinable fair values. Other trading assets include assets that are carried on the balance sheet at fair value and held for trading purposes. A debt security represents a creditor relationship with an enterprise that is in the form of a security. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities (and other trading assets).

+ References+ Details

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2010

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

3.	Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill for the nine months ended September 30, 2010 were as follows (in thousands):


Balance as of December 31, 2009 as adjusted for purchase accounting measurement period adjustments	$	2,251,905
Additions		198,689
Effect of foreign currency translation		8,395

Balance as of September 30, 2010	$	2,458,989

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


	Estimated Useful Lives		September 30, 2010			December 31, 2009 (3)
	(years)		(in thousands)
Acquired network location (1)		20	$	1,188,967		$	1,105,398
Acquired customer base		15-20		815,328			756,928
Acquired customer relationship		20		1,020,081			875,317
Acquired licenses and other intangibles		5-15		21,601			21,574
Economic Rights, TV Azteca		70		30,292			30,292

Total				3,076,269			2,789,509
Less accumulated amortization				(1,340,485	)		(1,238,579	)

Intangible assets, net				1,735,784			1,550,930
Deferred financing costs, net (2)		N/A		42,044			43,695

Other intangible assets, net			$	1,777,828		$	1,594,625

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

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

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

The Company amortizes these intangibles on a straight-line basis. As of September 30, 2010, the remaining weighted average amortization period of the Company's intangible assets, excluding the TV Azteca Economic Rights detailed in note 4 to the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, was approximately 11 years. Amortization of intangible assets for the three and nine months ended September 30, 2010 was approximately $39.1 million and $114.6 million (excluding amortization of deferred financing costs, which is included in interest expense), respectively. Amortization of intangible assets for the three and nine months ended September 30, 2009 was approximately $36.2 million and $104.2 million (excluding amortization of deferred financing costs, which is included in interest expense), respectively.

- Definition

Discloses the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain or loss on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. This element may be used as a single block of text to include the entire intangible asset disclosure including data and tables.

+ References+ Details

Financing Transactions

9 Months Ended

Sep. 30, 2010

Financing Transactions

Financing Transactions

4.	Financing Transactions

Revolving Credit Facility and Term Loan—As of September 30, 2010, the Company had $400.0 million outstanding under its $1.25 billion senior unsecured revolving credit facility ("Revolving Credit Facility") and had approximately $3.1 million of undrawn letters of credit outstanding. On November 4, 2010, the Company entered into a definitive agreement to acquire towers in South Africa (see note 13), which included a letter of credit of $30.0 million. In March 2008, the Company increased its borrowing capacity under the Revolving Credit Facility by adding $325.0 million of term loan commitments ("Term Loan"). As of September 30, 2010, the Term Loan was fully drawn. The Company continues to maintain the ability to draw down and repay amounts under the Revolving Credit Facility in the ordinary course.

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

5.05% Senior Notes Offering—On August 16, 2010, the Company completed a registered public offering of $700.0 million aggregate principal amount of its 5.05% senior notes due 2020 ("5.05% Notes"). The net proceeds to the Company from the offering were approximately $693.6 million, after deducting commissions and expenses. The Company used $575.0 million of the net proceeds to repay certain of its outstanding indebtedness incurred under its Revolving Credit Facility, which, along with cash on hand, was or will be used to finance the acquisition of Essar Telecom Infrastructure Private Limited ("ETIPL") and other recent and potential acquisitions with the remainder used for general corporate purposes.

The 5.05% Notes mature on September 1, 2020, and interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2011. The Company may redeem the 5.05% Notes at any time at a redemption price equal to 100% of the principal amount, plus a make-whole premium, together with accrued interest to the redemption date. Interest on the notes will accrue from August 16, 2010 and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the Company undergoes a change of control, as defined in the prospectus supplement to the prospectus dated May 13, 2010, and ratings decline (in the event that on or within 90 days after an announcement of a change of control, both of its current investment grade credit ratings cease to be investment grade), the Company will be required to offer to repurchase all of the 5.05% Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date.The 5.05% Notes rank equally with all of the Company's other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries. The indenture contains certain covenants that restrict the Company's ability to merge, consolidate or sell assets and its subsidiaries' abilities to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness, if the aggregate amount of such liens does not exceed 3.5x Adjusted EBITDA, as defined in the indenture.

ETIPL Debt—At the time of the Company's acquisition of ETIPL on August 6, 2010, ETIPL had in place term loans principally denominated in Indian Rupees in an amount equal to approximately 6.5 billion Indian Rupees, and a working capital loan in an amount equal to approximately 297.5 million Indian Rupees ("ETIPL Debt"). As of September 30, 2010, 6.5 billion Indian Rupees (approximately $144.6 million) was outstanding. As of October 20, 2010, the Company repaid all of the outstanding ETIPL Debt.

Colombian Short-Term Credit Facility—In connection with the purchase of the exclusive rights for 225 towers from Telefónica S.A.'s Colombian subsidiary, Colombia Telecomunicaciones S.A. E.S.P. ("Coltel"), the Company entered into a 72.8 billion Colombian Peso-denominated revolving credit facility on September 3, 2010. The credit facility matures on March 2, 2011 and accrues interest at a rate of 6.50% that is payable upon maturity.

As of September 30, 2010, the Company had 58.0 billion Colombian Pesos (approximately $32.2 million) outstanding under this credit facility. On October 6, 2010, the Company borrowed the remaining 14.8 billion Colombian Pesos available under the credit facility in connection with the acquisition of an additional 160 towers and use rights in Colombia.

Redemption of ATI 7.25% Senior Subordinated Notes—During the nine months ended September 30, 2010, ATI issued a notice for the redemption of the remaining $0.3 million aggregate principal amount of its 7.25% senior subordinated notes due 2011 ("ATI 7.25% Notes"). In accordance with the redemption provisions and the indenture for the ATI 7.25% Notes, the remaining ATI 7.25% Notes were redeemed at a price equal to 100.00% of the principal amount, plus accrued and unpaid interest up to, but excluding, September 23, 2010, for an aggregate purchase price of $0.3 million. Upon completion of this redemption, none of the ATI 7.25% Notes remained outstanding.

Stock Repurchase Program—During the nine months ended September 30, 2010, the Company repurchased an aggregate of 7.8 million shares of its Class A common stock ("Common Stock") for an aggregate of $346.2 million, including commissions and fees, pursuant to its $1.5 billion stock repurchase program approved by the Company's Board of Directors in February 2008 ("2008 Buyback"). Between October 1, 2010 and October 22, 2010, the Company repurchased a total of 551,690 shares of its Common Stock for an aggregate of $28.0 million, including commissions and fees. As of October 22, 2010, the Company had repurchased a total of 28.9 million shares of Common Stock for an aggregate of $1.1 billion, including commissions and fees, pursuant to the 2008 Buyback, and the remaining authorized amount for stock repurchases under the 2008 Buyback was $0.4 million.

Under the 2008 Buyback, the Company is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices in accordance with securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, the Company purchases its Common Stock pursuant to trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which allows the Company to repurchase shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. In the near term, the Company expects to fund any further repurchases of its Common Stock through a combination of cash on hand, cash generated by operations and borrowings under its Revolving Credit Facility. Purchases under the 2008 Buyback are subject to the Company having available cash to fund repurchases.

Derivative Financial Instruments

9 Months Ended

Sep. 30, 2010

Derivative Financial Instruments

Derivative Financial Instruments

5.	Derivative Financial Instruments

The Company is exposed to certain risks related to its ongoing business operations. The primary risk managed through the use of derivative instruments is interest rate risk. 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. The Company's credit risk exposure is limited to the current value of the contract at the time the counterparty fails to perform. The Company believes its contracts as of September 30, 2010 are with creditworthy institutions.

If a derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) and are recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized immediately in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the results of operations in the period in which the change occurs.

As of September 30, 2010, the Company held thirteen interest rate swap agreements, all of which have been designated as cash flow hedges, and which have an aggregate notional amount of $625.0 million, interest rates ranging from 2.86% to 4.08% and expiration dates through March 2011. The Company utilizes these interest rate swap agreements to manage its exposure to variability in cash flows relating to forecasted interest payments under its Revolving Credit Facility and Term Loan. As of September 30, 2010 and December 31, 2009, the carrying amounts of the Company's derivative financial instruments, along with the estimated fair values of the related liabilities were as follows (in thousands):


As of September 30, 2010	Balance Sheet Location	Notional Amount		Carrying Amount and Fair Value
Liabilities:
Interest rate swap agreements	Other long-term liabilities	$	625,000	$	7,910

As of December 31, 2009	Balance Sheet Location	Notional Amount		Carrying Amount and Fair Value
Liabilities:
Interest rate swap agreements	Other long-term liabilities	$	625,000	$	18,852

During the nine months ended September 30, 2010 and 2009, the interest rate swap agreements held by the Company had the following impact on other comprehensive income ("OCI") included in the condensed consolidated balance sheet and in the condensed consolidated statement of operations (in thousands):


Nine Months Ended September 30, 2010
Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion)	Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$(7,101)	Interest expense	$(13,787)	N/A	N/A

Nine Months Ended September 30, 2009
Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion)	Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$(15,545)	Interest expense	$(13,197)	N/A	N/A

Fair Value Measurements

9 Months Ended

Sep. 30, 2010

Fair Value Measurements

Fair Value Measurements

6.	Fair Value Measurements

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


Level 1		Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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


	September 30, 2010
	Fair Value Measurements Using					Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3	Assets/Liabilities at Fair Value
	(in thousands)
Assets:
Short-term investments and available-for-sale securities (1)	$	42,720				$	42,720
Liabilities:
Interest rate swap agreements (2)			$	7,910		$	7,910

	December 31, 2009
	Fair Value Measurements Using					Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3	Assets/Liabilities at Fair Value
	(in thousands)
Assets:
Short-term investments and available-for-sale securities (1)	$	9,776				$	9,776
Liabilities:
Interest rate swap agreements (2)			$	18,852		$	18,852

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

(2)	Consists of interest rate swap agreements based on the London Interbank Offered Rate whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data.

The fair value of the Company's interest rate swap agreements recorded as liabilities is included in other long-term liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2010. Fair valuations of the Company's interest rate swap agreements reflect the value of the instrument including the values associated with counterparty risk and the Company's own credit standing. The Company includes in the valuation of the derivative instrument the value of the net credit differential between the counterparties to the derivative contract.

Items Measured at Fair Value on a Nonrecurring Basis—The Company's notes receivable and other long-term assets, long-lived assets, intangibles and goodwill are measured at fair value on a nonrecurring basis. During the nine months ended September 30, 2010, the Company did not record any significant changes to the fair value of these assets as a result of an impairment, using Level 3 inputs, on a nonrecurring basis.

Fair Value of Financial Instruments—The carrying value of the Company's financial instruments, with the exception of long-term obligations, including current portion, reasonably approximate the related fair values as of September 30, 2010 and December 31, 2009. The Company's estimates of fair value of its long-term obligations, including current portion, are based primarily upon reported market values. As of September 30, 2010, the carrying value and fair value of long-term obligations, including current portion, were $4.8 billion and $5.1 billion, respectively. As of December 31, 2009, the carrying value and fair value of long-term obligations, including current portion, were $4.2 billion and $4.3 billion, respectively.

- Definition

This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References+ Details

Income Taxes

9 Months Ended

Sep. 30, 2010

Income Taxes

Income Taxes

7.	Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Cumulative adjustments to the Company's estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.

As of September 30, 2010, the Company had unrecognized tax benefits of $79.0 million. If recognized, approximately $37.5 million would impact discontinued operations. The total amount that would affect continuing operations, and hence the effective tax rate, would be $33.0 million, net of deferred tax assets of $8.5 million. The Company expects the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe, as described in note 11 to the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. The impact of the amount of such changes to previously recorded uncertain tax positions could range from zero to $2.5 million. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


Balance at January 1, 2010	$	87,975
Additions based on tax positions related to the current year		10,270
Additions for tax positions of prior years		11,109
Reductions for tax positions of prior years		(30,855	)
Foreign currency		596
Reduction as a result of the lapse of statute limitations		(53	)

Balance at September 30, 2010	$	79,042

The Company recorded penalties and tax-related interest expense during the three and nine months ended September 30, 2010 of $0.8 million and $2.2 million, respectively. As of September 30, 2010 and December 31, 2009, the total amount of accrued income tax-related interest and penalties included in other long-term liabilities in the condensed consolidated balance sheets was $18.0 million and $15.2 million, respectively.

In addition to movements in the unrecognized tax benefit, there were two separate events during the nine months ended September 30, 2010, that favorably impacted the tax provision:

(i) In an effort to efficiently fund Latin American operations, during the first quarter of 2010, the Company reorganized an existing financing entity, which resulted in a reversal of $32.6 million of accrued income tax liabilities which was recognized in the condensed consolidated statements of operations.

(ii) During the second quarter of 2010, the Company performed additional analysis of its net operating losses, resulting in recognition of $26.3 million of previously unrecognized net operating losses in the condensed consolidated statements of operations.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2010

Stock-Based Compensation

Stock-Based Compensation

8.	Stock-Based Compensation

The Company recognized stock-based compensation expense during the three and nine months ended September 30, 2010 of approximately $13.4 million and $40.1 million, respectively, and stock-based compensation expense during the three and nine months ended September 30, 2009 of approximately $13.0 million and $50.1 million, respectively. Stock-based compensation expense for the nine months ended September 30, 2009 includes $6.6 million related to the modification of the vesting and exercise terms for a certain employee's equity awards. The Company did not capitalize any stock-based compensation during the nine months ended September 30, 2010 and 2009.

Stock Options—During the nine months ended September 30, 2010, the Company granted stock options to purchase 1.1 million shares of its Common Stock pursuant to its 2007 Equity Incentive Plan ("2007 Plan").

The following table summarizes the Company's option activity for the nine months ended September 30, 2010:


	Number of Options
Outstanding as of January 1, 2010		11,434,178
Granted		1,085,178
Exercised		(3,760,809	)
Forfeited		(281,948	)
Expired		(34,045	)

Outstanding as of September 30, 2010		8,442,554

The Company estimates the fair value of each option grant on the date of grant using the Black-Scholes pricing model. The following assumptions were used to determine the grant date fair value for options granted during the nine months ended September 30, 2010:


Range of risk-free interest rate		1.41% - 2.39%
Weighted average risk-free interest rate		2.37%
Expected life of option grants		4.6
Range of expected volatility of underlying stock price		37.11% - 37.48%
Weighted average expected volatility of underlying stock price		37.14%
Expected annual dividends		N/A

The weighted average grant date fair value per share during the nine months ended September 30, 2010 was $14.98. As of September 30, 2010, total unrecognized compensation expense related to unvested stock options was $33.6 million, and is expected to be recognized over a weighted average period of approximately two years.

Restricted Stock Units—During the nine months ended September 30, 2010, the Company granted restricted stock units with respect to 0.9 million shares of its Common Stock pursuant to the 2007 Plan.

The following table summarizes the Company's restricted stock unit activity during the nine months ended September 30, 2010:


	Number of Units
Outstanding as of January 1, 2010		2,026,032
Granted		907,088
Vested		(563,122	)
Forfeited		(136,830	)

Outstanding as of September 30, 2010		2,233,168

As of September 30, 2010, total unrecognized compensation expense related to unvested restricted stock units was $63.1 million, and is expected to be recognized over a weighted average period of approximately three years.

Employee Stock Purchase Plan—The Company maintains an employee stock purchase plan ("ESPP") for all eligible employees as described in note 12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009. The offering periods run from June 1 through November 30 and from December 1 through May 31 of each year. During the nine months ended September 30, 2010, employees purchased 38,542 shares under the ESPP. Using the Black-Scholes pricing model, the Company determined that the fair value of the shares purchased was $9.51.

Key assumptions used to apply the Black-Scholes pricing model for shares purchased through the ESPP during the nine months ended September 30, 2010 are as follows:

Approximate risk-free interest rate		0.22%
Expected life of shares		6 months
Expected volatility of underlying stock price		35.27%
Expected annual dividends		N/A

Earnings per Common Share

9 Months Ended

Sep. 30, 2010

Earnings per Common Share

Earnings per Common Share

9.	Earnings per Common Share

Basic income from continuing operations per common share represents income from continuing operations attributable to American Tower Corporation divided by the weighted average number of common shares outstanding during the period. Diluted income from continuing operations per common share represents income from continuing operations attributable to American Tower Corporation divided by the weighted average number of common shares outstanding during the period and any dilutive common share equivalents, including shares issuable upon exercise of stock options, share based awards and warrants as determined under the treasury stock method and upon conversion of the Company's convertible notes, as determined under the if-converted method.

The following table sets forth basic and diluted income from continuing operations per common share computational data for the three and nine months ended September 30, 2010 and 2009 (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Income from continuing operations attributable to American Tower Corporation	$	93,438	$	67,359	$	289,392	$	174,118

Effect of convertible notes		—		249		—		1,743

Income available to common shareholders, as adjusted for diluted earnings	$	93,438	$	67,608	$	289,392	$	175,861

Basic weighted average common shares outstanding		400,602		397,315		401,887		397,305
Dilutive securities:
Stock options, warrants and convertible notes		2,853		8,413		3,166		10,998

Diluted weighted average common shares outstanding		403,455		405,728		405,053		408,303

Basic income from continuing operations attributable to American Tower Corporation per common share	$	0.23	$	0.17	$	0.72	$	0.44

Diluted income from continuing operations attributable to American Tower Corporation per common share	$	0.23	$	0.17	$	0.71	$	0.43

For the three and nine months ended September 30, 2010, the weighted average number of common shares outstanding excluded shares issuable upon conversion of the Company's convertible notes of zero and 0.2 million, respectively, and shares issuable upon exercise of the Company's stock options and share based awards of 1.5 million and 1.7 million, respectively, as the effect would be anti-dilutive. For the three and nine months ended September 30, 2009, the weighted average number of common shares outstanding excluded shares issuable upon conversion of the Company's convertible notes of 1.2 million, and shares issuable upon exercise of the Company's stock options and share based awards of 7.4 million and 10.4 million, respectively, as the effect would be anti-dilutive.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2010

Commitments and Contingencies

Commitments and Contingencies

10.

Commitments and Contingencies

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

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

Mexico Litigation—One of the Company's subsidiaries, SpectraSite Communications, Inc. ("SCI"), is involved in a lawsuit brought in Mexico against a former Mexican subsidiary of SCI (the subsidiary of SCI was sold in 2002, prior to the Company's merger with SCI's parent in 2005). The lawsuit concerns a terminated tower construction contract and related agreements with a wireless carrier in Mexico. The primary issue for the Company is whether SCI can be found liable to the Mexican carrier. The trial and lower appellate courts initially found that SCI had no such liability in part because Mexican courts do not have full jurisdiction over SCI. Following several decisions by Mexican appellate courts, including the Supreme Court of Mexico, and related appeals by both parties, the current status of this case is that in September 2010, an intermediate appellate court issued a new decision reimposing liability on SCI. The damages assessed by the intermediate appellate court are approximately $6.7 million. On October 14, 2010, the Company filed a new constitutional appeal to again dispute the intermediate appellate court's recent decision. As a result, at this stage of the proceeding, the Company is unable to determine whether the liability imposed on SCI by the September 2010 decision will survive or to estimate its share, if any, of that potential liability if the decision survives the pending appeal.

XCEL Litigation—On June 3, 2010, Horse-Shoe Capital ("Horse-Shoe"), a company formed under the laws of the Republic of Mauritius, filed a complaint in the Supreme Court of the State of New York, New York County, with respect to Horse-Shoe's sale of XCEL to American Tower Mauritius ("AT Mauritius"), the Company's wholly-owned subsidiary formed under the laws of the Republic of Mauritius. The complaint names AT Mauritius, ATI and the Company as defendants, and the dispute concerns the timing and amount of distributions to be made by AT Mauritius to Horse-Shoe from a $7.5 million holdback escrow account and a $15.7 million tax escrow account, each established by the transaction agreements at closing. The complaint seeks release of the entire holdback escrow account, plus an additional $2.8 million, as well as the release of approximately $12.0 million of the tax escrow account. The complaint also seeks punitive damages in excess of $69 million. The Company filed an answer to the complaint in August 2010, disputing both the amounts alleged to be owed under the escrow agreements as well as the timing of the escrow distributions. The Company also asserted in its answer that the demand for punitive damages is meritless. The parties have filed cross-motions for summary judgment concerning the release of the tax escrow account. Those motions and the other claims remain pending.

AT&T Transaction—The Company has an agreement with SBC Communications Inc., a predecessor entity to AT&T Inc. ("AT&T"), for the lease or sublease of approximately 2,500 towers from AT&T between December 2000 and August 2004. All of the towers are part of the Company's securitization transaction. The average term of the lease or sublease for all sites at the inception of the agreement was approximately 27 years, assuming renewals or extensions of the underlying ground leases for the sites. The Company has the option to purchase the sites subject to the applicable lease or sublease upon its expiration. Each tower is assigned to an annual tranche, ranging from 2013 to 2032, which represents the outside expiration date for the sublease rights to that tower. The purchase price for each site is a fixed amount stated in the sublease for that site plus the fair market value of certain alterations made to the related tower by AT&T. The aggregate purchase option price for the towers leased and subleased was approximately $442.9 million as of September 30, 2010, and will accrete at a rate of 10% per year to the applicable expiration of the lease or sublease of a site. For all such sites purchased by the Company prior to June 30, 2020, AT&T will continue to lease the reserved space at the then-current monthly fee which shall escalate in accordance with the standard master lease agreement until June 30, 2020. Thereafter, AT&T shall have the right to renew such lease for up to four successive five-year terms. For all such sites purchased by the Company subsequent to June 30, 2020, AT&T has the right to continue to lease the reserved space for successive one year terms at a rent equal to the lesser of the agreed upon market rate and the then current monthly fee, which is subject to an annual increase based on changes in the Consumer Price Index.

ALLTEL Transaction—In December 2000, the Company entered into an agreement with ALLTEL (which completed its merger with Verizon Wireless in January 2009) to acquire towers from ALLTEL through a 15-year sublease agreement. Pursuant to the agreement with ALLTEL, as amended, the Company acquired rights to a total of approximately 1,800 towers in tranches between April 2001 and March 2002. The Company has the option to purchase each tower at the expiration of the applicable sublease, which will occur in tranches between April 2016 and March 2017 based on the original closing date for such tranche of towers. The purchase price per tower as of the original closing date was $27,500 and will accrete at a rate of 3% per annum through the expiration of the applicable sublease. The aggregate purchase option price for the subleased towers was approximately $64.7 million as of September 30, 2010. At ALLTEL's option, at the expiration of the sublease, the purchase price would be payable in cash or with 769 shares of the Company's Common Stock per tower.

Acquisitions

9 Months Ended

Sep. 30, 2010

Acquisitions

Acquisitions

11.

Acquisitions

Cincinnati Bell Acquisition—On December 23, 2009, the Company acquired 196 towers from Cincinnati Bell Inc. This acquisition had a final purchase price, after certain post-closing adjustments, of $99.9 million. During the nine months ended September 30, 2010, the Company finalized the purchase accounting for this acquisition and retrospectively adjusted the fair value of the assets acquired and liabilities assumed in the condensed consolidated balance sheet for the year ended December 31, 2009. The acquisition has been accounted for as a business combination. The purchase price was allocated to the acquired assets and liabilities based on the estimated fair value of the acquired assets and assumed liabilities at the date of acquisition.

The following table summarizes the aggregate purchase consideration paid and the amounts of assets acquired and liabilities assumed at the acquisition date (in thousands), the adjustments to which are reflected in the Company's condensed consolidated balance sheet for the year ended December 31, 2009:


	Final Purchase Price Allocation			Preliminary Purchase Price Allocation
Long-term assets	$	770		$	—
Property and equipment		31,850			16,147
Intangible assets (1)		70,600			83,723
Long-term liabilities		(7,841	)		—

Fair value of net assets acquired	$	95,379		$	99,870

Goodwill (2)		4,491			—

(1)	Consists of customer relationships of approximately $58.2 million and network location of approximately $12.4 million as of September 30, 2010. The customer relationships and network location are being amortized on a straight-line basis over a period of 20 years.

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

Chile Acquisition—On June 29, 2010, the Company entered into definitive agreements to purchase up to 287 towers from Telefónica Chile S.A. and its affiliates. The Company acquired 113 of these towers for an aggregate purchase price of $20.3 million on June 29, 2010, and expects to close on the remaining towers by the end of 2010, subject to customary closing conditions. The acquisition is consistent with the Company's strategy to expand in selected international markets. The acquisition is being accounted for as a business combination.

At the date of acquisition, the preliminary purchase price was allocated to property and equipment. During the nine months ended September 30, 2010, the Company updated the purchase accounting for this acquisition and adjusted the fair value of the assets acquired and liabilities assumed in the condensed consolidated balance sheet. The allocation of the purchase price will be finalized upon completion of the transaction and the analyses of fair value of the net assets acquired and may result in the recognition of goodwill.

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


	Purchase Price Allocation
Property and equipment	$	11,057
Intangible assets (1)		10,902
Long-term liabilities		(1,651	)

Fair value of net assets acquired	$	20,308

(1)	Consists of customer relationships of approximately $10.9 million as of September 30, 2010. The customer relationships are being amortized on a straight-line basis over a period of 20 years.

Peru Acquisition—On August 9, 2010, the Company announced that it had entered into a definitive agreement to purchase up to 468 towers from Telefónica del Peru S.A.A. The Company acquired 131 of these towers for an aggregate purchase price of $26.0 million. The acquisition is consistent with the Company's strategy to expand in selected international markets. This acquisition is being accounted for as a business combination.

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

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


	Purchase Price Allocation
Current assets	$	4,176
Property and equipment		12,819
Intangible assets (1)		10,616
Long-term liabilities		(1,618	)

Fair value of net assets acquired	$	25,993

(1)	Consists of customer relationships of approximately $10.6 million as of September 30, 2010. The customer relationships are being amortized on a straight-line basis over a period of 20 years.

On October 5, 2010 the Company acquired an additional 100 towers for an aggregate purchase price of $20.8 million. The Company expects to close on the remaining tower sites by the end of 2010, subject to customary closing conditions.

ETIPL Acquisition—On August 6, 2010, the Company's indirectly held, wholly owned Indian subsidiary, Transcend Infrastructure Limited, acquired substantially all the issued and outstanding shares of ETIPL, for an aggregate purchase price of approximately $425.4 million. At closing, ETIPL owned 4,629 towers in India, as well as a number of towers under construction. The acquisition is consistent with the Company's strategy to expand in selected international markets.

This acquisition has been accounted for as a business combination. The purchase price was preliminarily allocated to the acquired assets and liabilities based upon their estimated fair value at the date of acquisition. The preliminary goodwill of $191.7 million is calculated as the purchase premium after first allocating the purchase price to the fair value of net assets acquired. The preliminary allocation of the purchase price will be finalized upon the final settlement of the purchase price with the sellers and the subsequent completion of analyses of the fair value of the assets and liabilities acquired.

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


	Purchase Price Allocation
Current assets (1)	$	147,684
Other non-current assets		2,881
Property and equipment		196,109
Intangible assets (2)		145,751
Current liabilities		(192,740	)
Other long-term liabilities		(65,930	)

Fair value of net assets acquired	$	233,755

Preliminary goodwill (3)		191,673

(1)	Includes approximately $14.2 million of accounts receivable which approximates the value due to the Company under certain contractual arrangements.

(2)	Consists of customer relationships of approximately $91.8 million and network location intangibles of approximately $54.0 million. The customer relationships and network location intangibles are being amortized on a straight-line basis over a period of 20 years.

(3)	No goodwill is expected to be deductible for local income tax purposes. The goodwill was allocated to the Company's rental and management segment.

U.S. Acquisitions—During the nine months ended September 30, 2010, the Company acquired a total of 281 towers in the United States for $173.7 million. The acquisition of these towers is consistent with the Company's strategy to expand in selected geographic areas and have been accounted for as business combinations.


	Purchase Price Allocation
Long-term assets	$	150
Property and equipment		33,466
Intangible assets (1)		135,170
Long-term liabilities		(2,061	)

Fair value of net assets acquired	$	166,725

Goodwill (2)		7,016

(1)	Consists of customer relationships of approximately $108.5 million and network location of approximately $26.7 million as of September 30, 2010. The customer relationships and network location are being amortized on a straight-line basis over a period of 20 years.

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

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

Coltel Transaction—On September 3, 2010, the Company entered into a definitive agreement to purchase the exclusive use rights for up to 458 towers in Colombia from Coltel until 2023, when ownership of the towers will transfer to the Company at no additional cost. Pursuant to that agreement, on September 3, 2010, the Company completed the purchase of exclusive use rights for 225 towers for an aggregate purchase price of $40.7 million. The transaction has been accounted for as a capital lease, with the aggregated purchase price being allocated to property and equipment and current assets.

On October 6, 2010 and October 27, 2010, the Company completed the purchase of the exclusive use rights for a total of an additional 135 towers from Coltel for an aggregate purchase price of $22.2 million. The Company expects to close on the remaining towers by the end of 2010, subject to customary closing conditions.

Business Segments

9 Months Ended

Sep. 30, 2010

Business Segments

Business Segments

12.

Business Segments

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 space on multi-tenant towers and other properties for a diverse range of customers primarily in the wireless communications and broadcast industries. Through its network development services segment, the Company offers tower-related services in the United States, including site acquisition, zoning and permitting services and structural analyses services which directly support the Company's site leasing business and the addition of new tenants and equipment on its sites.

The accounting policies applied in compiling segment information below are similar to those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. In evaluating financial performance, management focuses on segment gross margin and segment operating profit. The Company defines segment gross margin as segment revenue less segment operating expenses excluding depreciation, amortization and accretion; selling, general, administrative and development expense; and other operating expenses. The Company defines segment operating profit as segment gross margin less selling, general, administrative and development expense attributable to the segment, excluding stock-based compensation expense and corporate expenses. For reporting purposes, the rental and management segment operating profit and segment gross margin also include interest income, TV Azteca, net. These measures of segment gross margin and segment operating profit are also before interest income, interest expense, loss on retirement of long-term obligations, other income (expense), net income attributable to noncontrolling interest, income (loss) on equity method investments, income taxes and discontinued operations.

The 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 for the three and nine months ended September 30, 2010 and 2009 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; other operating expense; interest income; interest expense; loss on retirement of long-term obligations; and other income (expense), as well as reconciles segment operating profit to income (loss) before income taxes, noncontrolling interest and income (loss) on equity method investments.


Three months ended September 30, 2010	Rental and Management		Network Development Services		Other		Total
	(in thousands)
Segment revenues	$	499,821	$	13,501			$	513,322
Segment operating expenses		115,390		7,583				122,973
Interest income, TV Azteca, net		3,585		—				3,585

Segment gross margin		388,016		5,918				393,934

Segment selling, general, administrative and development expense		27,344		1,398				28,742

Segment operating profit	$	360,672	$	4,520			$	365,192

Other selling, general, administrative and development expense					$	28,553		28,553
Depreciation, amortization and accretion	$	112,828	$	657		1,898		115,383
Other expense (principally interest expense)						57,013		57,013

Income from continuing operations before income taxes and income on equity method investments							$	164,243

Three months ended September 30, 2009	Rental and Management		Network Development Services		Other		Total
	(in thousands)
Segment revenues	$	430,525	$	13,580			$	444,105
Segment operating expenses		101,128		7,466				108,594
Interest income, TV Azteca, net		3,585		—				3,585

Segment gross margin		332,982		6,114				339,096

Segment selling, general, administrative and development expense		22,267		1,436				23,703

Segment operating profit	$	310,715	$	4,678			$	315,393

Other selling, general, administrative and development expense					$	24,162		24,162
Depreciation, amortization and accretion	$	102,964	$	653		1,926		105,543
Other expense (principally interest expense)						66,761		66,761

Income from continuing operations before income taxes and income on equity method investments							$	118,927


Nine months ended September 30, 2010	Rental and Management		Network Development Services		Other		Total
	(in thousands)
Segment revenues	$	1,400,120	$	37,573			$	1,437,693
Segment operating expenses		321,587		20,054				341,641
Interest income, TV Azteca, net		10,669		—				10,669

Segment gross margin		1,089,202		17,519				1,106,721

Segment selling, general, administrative and development expense		73,861		4,507				78,368

Segment operating profit	$	1,015,341	$	13,012			$	1,028,353

Other selling, general, administrative and development expense					$	86,036		86,036
Depreciation, amortization and accretion	$	328,941	$	1,996		5,684		336,621
Other expense (principally interest expense)						186,457		186,457

Income from continuing operations before income taxes and income on equity method investments							$	419,239

Nine months ended September 30, 2009	Rental and Management		Network Development Services		Other		Total
	(in thousands)
Segment revenues	$	1,233,222	$	42,919			$	1,276,141
Segment operating expenses		283,549		25,324				308,873
Interest income, TV Azteca, net		10,669		—				10,669

Segment gross margin		960,342		17,595				977,937

Segment selling, general, administrative and development expense		63,500		4,383				67,883

Segment operating profit	$	896,842	$	13,212			$	910,054

Other selling, general, administrative and development expense					$	87,474		87,474
Depreciation, amortization and accretion	$	300,312	$	2,010		5,552		307,874
Other expense (principally interest expense)						200,145		200,145

Income from continuing operations before income taxes and income on equity method investments							$	314,561

Subsequent Events

9 Months Ended

Sep. 30, 2010

Subsequent Events

Subsequent Events

13.

Subsequent Events

Latin America Transactions—During October 2010, the Company entered into definitive agreements to purchase up to an aggregate of 1,065 towers, as well as a number of towers that are currently under construction in Latin America. Pursuant to these agreements, the Company completed the purchase of 250 towers during October 2010 for an aggregate purchase price of $37.6 million. The Company expects to close on the remaining sites by the end of 2010, subject to several closing conditions, including due diligence to determine the final purchase price.

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

Description of Business, Basis of Presentation and Accounting Policies (Policy)	9 Months Ended
	Sep. 30, 2010
Description of Business, Basis of Presentation and Accounting Policies
Significant Accounting Policies and Use of Estimates	Significant Accounting Policies and Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the accompanying condensed consolidated financial statements.
Concentration Of Credit Risk	Concentrations of Credit Risk—The Company is subject to concentrations of credit risk related to its cash and cash equivalents, notes receivable, trade receivables, deferred rent asset and derivative instruments. The Company mitigates its risk with respect to cash and cash equivalents and derivative instruments by maintaining its deposits and contracts at high quality financial institutions and monitoring the credit ratings of those institutions.
Foreign Currency Transactions and Translations	Foreign Currency —As a result of changes to the organizational structure of the Company's subsidiaries in Latin America in 2010, the Company has determined that effective January 1, 2010, the functional currency of its foreign subsidiary in Brazil is the Brazilian Real. From that point forward, all assets and liabilities held by the subsidiary in Brazil are translated into U.S. Dollars at the exchange rate in effect at the end of the applicable reporting period. Revenues and expenses are translated at the average monthly exchange rates and the cumulative translation effect is included in stockholders' equity. The change in functional currency from U.S. Dollars to Brazilian Real gave rise to an increase in the net value of certain non-monetary assets and liabilities. The aggregate impact on such assets and liabilities was $38.1 million with an offsetting increase in accumulated other comprehensive income (loss).

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2010

Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill


Balance as of December 31, 2009 as adjusted for purchase accounting measurement period adjustments	$	2,251,905
Additions		198,689
Effect of foreign currency translation		8,395

Balance as of September 30, 2010	$	2,458,989

Company's other intangible assets

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


	Estimated Useful Lives		September 30, 2010			December 31, 2009 (3)
	(years)		(in thousands)
Acquired network location (1)		20	$	1,188,967		$	1,105,398
Acquired customer base		15-20		815,328			756,928
Acquired customer relationship		20		1,020,081			875,317
Acquired licenses and other intangibles		5-15		21,601			21,574
Economic Rights, TV Azteca		70		30,292			30,292

Total				3,076,269			2,789,509
Less accumulated amortization				(1,340,485	)		(1,238,579	)

Intangible assets, net				1,735,784			1,550,930
Deferred financing costs, net (2)		N/A		42,044			43,695

Other intangible assets, net			$	1,777,828		$	1,594,625

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

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

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

Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2010

Derivative Financial Instruments

Schedule of interest rate swap agreements' impact on other comprehensive income


As of September 30, 2010	Balance Sheet Location	Notional Amount		Carrying Amount and Fair Value
Liabilities:
Interest rate swap agreements	Other long-term liabilities	$	625,000	$	7,910

As of December 31, 2009	Balance Sheet Location	Notional Amount		Carrying Amount and Fair Value
Liabilities:
Interest rate swap agreements	Other long-term liabilities	$	625,000	$	18,852

Schedule of derivative financial instruments


Nine Months Ended September 30, 2010
Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion)	Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$(7,101)	Interest expense	$(13,787)	N/A	N/A

Nine Months Ended September 30, 2009
Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion)	Location of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain/ (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
$(15,545)	Interest expense	$(13,197)	N/A	N/A

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2010

Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis


	September 30, 2010
	Fair Value Measurements Using					Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3	Assets/Liabilities at Fair Value
	(in thousands)
Assets:
Short-term investments and available-for-sale securities (1)	$	42,720				$	42,720
Liabilities:
Interest rate swap agreements (2)			$	7,910		$	7,910

	December 31, 2009
	Fair Value Measurements Using					Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3	Assets/Liabilities at Fair Value
	(in thousands)
Assets:
Short-term investments and available-for-sale securities (1)	$	9,776				$	9,776
Liabilities:
Interest rate swap agreements (2)			$	18,852		$	18,852

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

(2)	Consists of interest rate swap agreements based on the London Interbank Offered Rate whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data.